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Terms and Conditions: Healthy Building Services

These Terms and Conditions: Healthy Building Services (“Terms”) apply to the quote (which may be in the form of a quote, statement of work, project confirmation, or other form of order agreed by the parties, collectively referred to as the “Quote”) to which they are appended or incorporated by reference. These Terms govern the relationship between the client identified in the Quote (“Client”) and the UL Solutions entity identified in the Quote (“UL Solutions”) with respect to the services described in the Quote (the “Services”).

  1. The Agreement
    1. The agreement between Client and UL Solutions includes both the Quote (once signed by all parties) and these Terms (together, the “Agreement”).
    2. If the Services involve the Verified Healthy Building Mark, the Marketing Claim Verification for Healthy Buildings Service Terms available at (the “Verified Healthy Building Mark Service Terms”) are incorporated by reference and also form part of the Agreement.
    3. Upon request, UL Solutions will provide Client a print or electronic copy of these Terms, the Quote, or the Verified Healthy Building Mark Service Terms.
  2. Performance of Services
    1. UL Solutions is responsible for the performance of Services in accordance with the terms of this Agreement by the employees and contractors of UL Solutions or of other subsidiaries of UL Solutions Inc. (collectively referred to as “Personnel”) acting within the scope of this Agreement. UL Solutions will assign work to its Personnel as it deems appropriate to effectively perform the Services.
    2. UL Solutions will perform the Services in accordance with this Agreement and generally recognized industry standards for similar services.  Client may provide UL Solutions written notice of any deficient Services promptly after discovery of the deficiency, but in no event more than six months after completion of the Services.  If UL Solutions breached this provision, UL Solutions will promptly re-perform, at its own expense, the deficient Services (or the deficient parts thereof) as to which it received timely notice. In the event a breach is not cured, or the parties agree that as a practical matter the breach cannot be cured, Client will be entitled to an alternate remedy of a refund (if the applicable fees were previously paid) or credit (if the applicable fees were not previously paid) for fees charged for deficient Services, in an amount proportionate to the extent of the uncured breach (subject to the limitations set forth in this Agreement). This clause survives a termination of this Agreement.
    3. UL Solutions will perform the Services in accordance with applicable anti-bribery and anti-corruption laws.
    4. Client may verify UL Solutions’ insurance by reviewing its memorandum of insurance at
    5. Client agrees to provide UL Solutions such information, documents, directions, approvals, materials, and cooperation as may be necessary or appropriate for UL Solutions to perform the Services.  Client represents that all information and data provided to UL Solutions by or on behalf of Client is complete, accurate, compliant with applicable law (including data protection and intellectual property laws), and may be relied upon and processed by UL Solutions to provide the Services. If any such information or data is inaccurate or incomplete, UL Solutions will not be liable in any manner for any related deficiencies in the Services.
    6. If UL Solutions’ performance of its obligations under this Agreement is delayed or prevented by events beyond its control (including fire, explosion, accidents, flood, labor trouble or shortage, war act, terrorism, natural disaster, government regulation, disease, inability to obtain suitable material, equipment, fuel, power or transportation, or act of God) or by Client’s or its agents’ act or omission, UL Solutions will be excused from performance until such delay or prevention is cured, and any affected timelines shall be correspondingly extended.  Any prospective timelines or delivery dates for Services are non-binding estimates and any changes in timing will not be a basis for any reduction in fees or penalty.
    7. UL Solutions may suspend performance of Services or terminate the Agreement if Client breaches the Agreement (for example, by not paying an invoice when due) or Client ceases to conduct business in the normal course (including by becoming insolvent or becoming the subject of a petition filed under a bankruptcy or analogous proceeding). If Services are suspended pursuant to this clause, UL Solutions will not be liable to Client for any consequences of such suspension, and UL Solutions may decline to resume services until the grounds for suspension are cured.
    8. Client will ensure that UL Solutions Personnel have safe, secure, and free access to the site of Services. UL Solutions Personnel’s access will not be conditioned upon the execution of any separate agreement, waiver, or release. If UL Solutions Personnel are prevented from performing or completing any Services for any reason beyond their reasonable control, Client will remain responsible for fees and expenses associated with the attempted performance.
  3. Confidentiality and Intellectual Property
    1. In connection with the Services, a party may receive, observe, or have access to confidential information or materials of the other party (“Confidential Information”). A party shall treat all Confidential Information of the other party with a commercially reasonable degree of care and may not use or disclose the other party’s Confidential Information except as permitted by this Agreement or by the disclosing party in writing. The disclosing party retains ownership of any right, title, and interest in its Confidential Information. 
    2. Confidential Information includes: (i) business and marketing plans and financial information; (ii) plans, designs, sketches, and prototypes for properties, products, or services; (iii) engineering and technical information such as test processes and methodologies, data, and test equipment and fixtures; (iv) trade secrets; and (v) information concerning the disclosing party’s customers, business partners, or affiliates and their products, properties, or services. Confidential Information does not include information or materials that are (i) already known to the receiving party at the time of disclosure; (ii) publicly available or become publicly available other than through the acts or omissions of the receiving party or its Personnel; or (iii) subsequently acquired by the receiving party from other sources not in violation of any confidentiality obligations. 
    3. The receiving party may disclose Confidential Information of the disclosing party if and to the extent required by law, regulation, court order, governmental authority, or otherwise by law, provided that the receiving party promptly notifies the disclosing party of that requirement so that the disclosing party may seek any appropriate relief. In connection the Services, UL Solutions may share Confidential Information with its Personnel, provided that any such individuals are bound by confidentiality obligations at least as restrictive as those herein. UL Solutions may use Confidential Information in connection with the Services and to discuss with Client other services that may be of interest to Client, and may disclose Confidential Information if and to the extent UL Solutions deems it to be in the interest of public safety. Upon request by the disclosing party, the receiving party will return or destroy (as instructed by the disclosing party) all Confidential Information, except that one copy may be retained solely for recordkeeping or accreditation purposes.
    4. UL Solutions and/or its affiliates own the rights to a family of trademarks, service marks, certification marks, trade names, logos, domain names, corporate identifiers and other intellectual property rights that contain or include “UL,” “UL Solutions,” “Underwriters Laboratories” and variations and derivatives thereof (collectively, the “Marks”).  Except for Client’s rights as expressly granted in an agreement to use the Marks, Client has no rights in the Marks.  Client will cooperate with UL Solutions and its affiliates in maintaining, renewing, enforcing, and protecting the Marks. Client will not directly or indirectly challenge the Marks or UL Solutions’ or its affiliates’ ownership of them.  Client will not seek to register any of the Marks, or any confusingly similar marks, anywhere in the world. Client agrees to notify UL Solutions promptly if Client is aware of any infringement or misuse involving any of the Marks or any conflicting trademark, service mark, or certification mark. Any misuse of the Marks or other intellectual property of UL Solutions or its affiliates will cause irreparable harm that cannot be compensated by money alone.
    5. The reports and other documents prepared by UL Solutions for Client pursuant to this Agreement are for use solely with respect to the Services. UL Solutions is the author of those documents and will retain all common law, statutory, and other reserved rights, including the copyright, as applicable. Client is permitted to retain copies, including reproducible copies of any such documents for information and reference in connection with Client’s use and maintenance of the properties identified in the Quote.  Submission or distribution of documents to meet official regulatory requirements, LEED certification, or similar purposes in connection with the Services is not to be construed as publication in derogation of UL Solutions’ reserved rights.  Any report produced by UL Solutions as part of the Services is solely for the use of Client and is not to be relied upon by any third party without the express written consent of UL Solutions.
  4. Fees and Expenses
    1. In consideration for the performance of the Services by UL Solutions, Client agrees to pay the fees set forth in the Quote in accordance with UL Solutions’ invoices and the payment terms identified in the Quote. Any requirement by Client of a purchase order is for billing purposes only and will not modify or supplement any terms of the Agreement (including the applicable payment terms).
    2. Client is responsible for the payment of any sales taxes (including value added taxes or substantial equivalents) and for the reimbursement of any approved expenses; if applicable, Client will pay for the foregoing in accordance with UL Solutions’ invoices, which shall not reduce the fees due for the Services. In the event of any past due payment, Client shall pay interest on the past due amount at a rate of one and a half percent (1.5%) per month (or, if lower, the maximum amount permitted under applicable law) and, if applicable, shall reimburse UL Solutions for fees paid by UL Solutions to third parties for assistance with collecting the unpaid amounts.
    3. In the event Client cancels, terminates, or modifies this Agreement prior to UL Solutions’ completion of the Services, Client shall pay to UL Solutions certain liquidated damages as follows: (i) any work in process and any supplies or raw materials used for which commitments have been made by UL Solutions in connection with the Services will be paid to UL Solutions by Client on the basis of UL Solutions’ full cost plus 15%; and (ii) a 20% cancellation charge will be paid by Client on the total Agreement price to defray administrative and other burden to UL Solutions; provided, however, total payments to be made by Client under the Agreement and as liquidated damages shall not exceed the amount that would have been due from Client to UL Solutions had the Services been completed. Upon termination for any reason whatsoever, UL Solutions is entitled to reimbursement in full for all Services provided and any other sums due pursuant to the Agreement up to the effective date of termination, including any other direct costs and expenses incurred by UL Solutions in connection with the termination.
  5. Agent
    1. The Quote may be executed on Client’s behalf by a third party such as an architect, property manager, or consultant who has been granted authority to act on Client’s behalf (an “Agent”).
    2. If Client’s Agent is entering into the Agreement on Client’s behalf, Client represents and warrants that (i) the Agent has the power and authority and the legal right to enter into the Agreement and to grant the rights and perform the obligations set forth herein on Client’s behalf, and this Agreement constitutes a legal, valid and binding obligation on Client that is enforceable against Client, and (ii)Client has completed a “Confirmation of Agent’s Authority” (which is available upon request) and Client or Agent will provide this form to UL Solutions upon execution of the Quote.
    3. UL Solutions will have no obligation to perform Services, make any recommendation, render any decision, or provide any other information or services under the Agreement until it has received the Confirmation of Agent’s Authority. UL Solutions agrees that Agent has no responsibility for the breach of any contractual obligations arising from the Agent’s authorized conduct on Client’s behalf, which are instead the responsibility of Client.  Any attempt to modify the terms of the Confirmation of Agent’s Authority will render the form invalid.
  6. Dispute Resolution, Disclaimers, and Limitations
    1. All disputes, claims, controversies, questions, or differences related to or arising out of this Agreement or the Services will be finally settled by confidential arbitration (except for the limited court remedies provided below). The arbitration will be conducted in English before a single arbitrator agreed to by both parties (or if the parties cannot so agree, an arbitrator appointed by the applicable administrator), in accordance with the then-current rules and procedures of the applicable administrator.  If UL Solutions’ principal place of business is in the United States of America, the arbitration will be administered in Chicago, Illinois by the American Arbitration Association, and the arbitrator will apply the laws of the State of Illinois.  If UL Solutions’ principal place of business is in the United Kingdom, the arbitration will be administered in London by the International Chamber of Commerce, and the arbitrator will apply the laws of England and Wales. The arbitrator does not have authority to modify this agreement and must apply the above choice of law without regard to conflicts of law principles. The arbitrator’s decision will be the binding and final remedy for any dispute between the parties arising out of the Services or this Agreement. However, a party may seek from a court of competent jurisdiction: judgment on an arbitration award, provisional remedies in aid of arbitration, or injunctive relief to stop a breach or threatened breach of this agreement. In the event a party rejects a written financial offer to settle a dispute and ultimately does not receive an arbitration award greater than such offer, such party will be responsible for the other party’s reasonable legal fees and expenses incurred after presentation of the offer (and, if applicable, such party shall not be entitled to recovery of its own legal fees or expenses incurred after its rejection of the offer).
    2. UL Solutions is not responsible for the handling, removal, disposal, discovery, or presence of (or exposure of persons to) hazardous materials, infectious diseases, or other hazardous conditions in any form at the site of Services.
    3. The representations made by UL Solutions in this Agreement are exclusive, and UL Solutions does not make any other representations or warranties, express or implied. Any warranties (including any implied warranties of fitness or suitability for a particular purpose) are disclaimed and waived.
    4. The information provided in UL Solutions’ deliverables or the results of the Services do not guarantee detection or eradication of mold, bacteria, disease, virus or other pollutants or hazards from buildings, properties, or areas that UL Solutions assessed.  The extent of any inspections, audits, and testing that UL Solutions engages in to seek out mold, bacteria, or particulates depends on the resources Client is willing to apply and the areas and systems that Client has determined are representative.  UL Solutions provides no warranty that microbiological (including bacterial, fungal, protozoan, or viral) activity or other pollutants and contaminants at Client’s property are not or will not be present or will not recur in the future. UL Solutions does not make any guarantee or representation that the building, area, property, or site that it assesses during its Services is healthy, clean, free from bacteria, viruses, fungus, protozoans, disease, or other pathogens, or fit for a specific purpose for Client, tenants, or any other third parties. 
    5. If the Services relate to the seeking of LEED certification, Energy Star, or any other certification, the success or failure of an effort to accomplish the certification is contingent upon on a wide range of factors outside UL Solutions’ control, including the cooperation of Client and others who are not accountable to UL Solutions (such as the owner, architects, mechanical engineer, general contractor, and civil engineer). UL Solutions cannot and does not guarantee the successful certification of a building or project under a certification standard, and UL Solutions does not assume any responsibility or liability for achieving such goals.
    6. Any liability by UL Solutions or its affiliates or Personnel related to this Agreement or the Services for any claims (regardless of the theory of liability, including claims stated in contract or any form of negligence or other tort) will under no circumstance exceed the fees received by UL Solutions under this Agreement. Under no circumstance will UL Solutions or its affiliates or Personnel have any liability for any claims for: indirect, consequential, incidental, special, exemplary, or punitive damages of any nature whatsoever; loss of profits, goodwill, use, data, future business, or opportunity; cancellation of contracts entered into by Client; business interruption; or other intangible losses (even if UL Solutions has been advised of the possibility of such damages). Any limitations and exclusion of liability shall apply to the fullest extent permitted by law, but not to any extent prohibited by applicable law.
    7. In the event UL Solutions or its affiliates or Personnel become subject to third party claims (including governmental actions or investigations or claims asserted by tenants or other occupants of a property that was the subject of Services), Client agrees to indemnify such entity or individual from and against resulting damages, fines, losses, and reasonable expenses.  If applicable, indemnified expenses include reasonable legal fees and reasonable time defending against a claim. The foregoing obligation does not apply if and to the extent a final adjudication determines that the claim resulted from UL Solutions’ breach of this Agreement or malicious misconduct.
    8. This Section of the Agreement survives any termination of the Agreement.
  7. General Terms
    1. The Agreement constitutes the entire agreement between UL Solutions and Client related to the Services, and supersedes any previous agreements, quotes, offers, marketing materials, or understandings (whether written or oral) related to the Services.
    2. The relationship created by this Agreement is strictly that of independent contractors.
    3. No action, regardless of form, arising out of this Agreement or the Services may be brought by either party more than one year after the cause of action has accrued. No other failure or delay by a party in exercising any right under this agreement will operate as a waiver of that right. Any waiver must be expressly set forth in a signed writing by the waiving party.
    4. If any of the Agreement’s provisions are held to be illegal, invalid, or unenforceable, the remaining provisions of the Agreement will not be affected. Headings in the Agreement are solely for convenience and do not govern its interpretation.
    5. Except as otherwise expressly provided in this Agreement, neither party may assign any of its rights or obligations under this Agreement to any other person without the other party’s written authorization.  Either party may, with notice to the other party (but without requiring prior consent of the other party), assign this Agreement to a purchaser of all or substantially all of its stocks or assets, or to a third party participating in a merger or other corporate reorganization in which the assigning party is a constituent corporation.
    6. This Agreement has been entered into solely for the benefit of the parties and is not intended to create any legal, equitable, or beneficial interest in any third party, or to vest in any third party any interest with respect to the enforcement or performance of this Agreement.
    7. Notices must be in writing and may be delivered by mail or email. Notices to UL Solutions must include a copy by email to
    8. The Quote may be executed in multiple counterparts, electronically signed, or delivered by electronic mail.