General Terms and Conditions of Services
Super Landscape & Maintenance, Inc. — Effective and governing any and all Quotes submitted on or after January 1, 2025
1. Applicability
These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Super Landscape & Maintenance, Inc., (“Service Provider”) to the customer (“Customer”) whose name appears in the quote form submitted electronically to the Customer (“Quote”).
2. Quotes
Each Quote describes the services to be performed by Service Provider for Customer (“Services”) and the corresponding fees to be paid by Customer (“Fees”). All Quotes are subject to these Terms. Quotes are valid for 30 days from the date issued by Service Provider (“Acceptance Period”). If not accepted by Customer within the Acceptance Period, the Quote will be deemed rejected by Customer, and Service Provider will not be required to honor the Fees for the Services identified in the rejected Quote. The Customer will be deemed to have accepted the Quote upon the earlier of (a) Customer countersigning or accepting the Quote (including via electronic signature or electronic acknowledgement); or (b) Customer accepting any Services from Service Provider.
3. Entire Agreement
Each Quote accepted by the Customer, together with these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Except as otherwise set forth herein, in the event of any conflict between these Terms and the Quote, these Terms shall govern.
4. Priority of Terms
These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. Service Provider hereby disclaims and rejects any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms.
5. Services; Additional Work
Subject to the full and timely payment of all Fees, Service Provider will provide the Services to Customer as described in the Quote and in accordance with these Terms. Service Provider is not responsible for any work other than as set forth in the Quote. Any additional work or modifications will be at Customer’s sole cost. If Customer requires additional or different work, Customer must notify Service Provider in writing. Service Provider will issue a new Quote for the additional or different work, and such new Quote will become binding on the parties once accepted as set forth in Section 2. Service Provider may charge for the time it spends assessing and documenting a new Quote pursuant to a change request from Customer at the current market rate per hour or fraction thereof.
6. Performance Dates
Service Provider shall use reasonable efforts to meet any performance dates specified in the Quote. However, performance dates may change due to circumstances beyond Service Provider’s control, including bad weather. All performance dates are estimates only and Service Provider shall not be responsible for the failure to strictly comply therewith.
7. Customer’s Obligations
Customer shall, and shall cause all of its employees, agents, officers, and affiliates, as applicable, to do all of the following:
(a) Cooperate with Service Provider in all matters relating to the Services, including allowing Service Provider to access all areas where Services are to be performed. Service Provider is not responsible for the performance of Services in areas where access is restricted, prohibited, or dangerous.
(b) Prepare the worksite, including by removing rocks, sharp or protruding objects, and remediating any dangerous or hidden conditions (such as holes, electric cables, etc.) that could pose a threat to the health or safety of Service Provider’s workers. Service Provider is not responsible for the removal of rocks, construction material, chemicals, earth-moving, or other work not expressly set forth in the Quote, regardless of the perception of “relatedness” of such work to the Services.
(c) Respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform or provide the Services in accordance with the requirements of this Agreement. Service Provider is not responsible for any failure or delay in the provision of Services that is caused by Customer’s failure to comply with these requirements.
(d) Obtain and maintain all necessary licenses, permits, and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start. Unless otherwise expressly provided in the Quote, Service Provider is not responsible for obtaining or closing any permits, obtaining city or county approvals, or securing any bonds, completion guaranties, or other indemnities. If not specifically identified in the Quote, all of these services constitute additional work at Customer’s cost pursuant to Section 5.
8. Customer’s Acts or Omissions
If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
9. Fees and Expenses
In consideration and as a condition to the provision of the Services by Service Provider, Customer shall timely pay all Fees, in US dollars, without deduction or setoff whatsoever, via ACH, credit or debit card, wire transfer, or other payment method identified in the Quote. Customer agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Service Provider may, but shall not be obligated to, itemize such expenses in its invoices. Service Provider shall have the right to setoff any amounts due to Customer.
10. Taxes
Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. Service Provider may, but shall not be obligated to, itemize such expenses in its invoices.
11. Time for Payment
(a) Unless otherwise set forth in the Quote:
- Fees for landscaping, irrigation, and tree work Services, are due 50% upon acceptance of the Quote, and the remaining 50% upon final invoice;
- Fees for lawn maintenance Services are due monthly, on net 30 terms; and
- Fees for all other Services are due in advance.
(b) In the event payments are not received by Service Provider 5 days after becoming due, Service Provider may, at its option and in addition to any other remedies available to Service Provider:
- charge interest on any such unpaid amounts at maximum rate permitted by law, before and after judgment, until all sums due to Service Provider are paid in full; and
- suspend performance for all Services until payment has been made in full.
12. Intellectual Property; Marketing; Consent to Take Photos
All creations of the human mind, regardless of registration or registrability, together with all of the goodwill associated therewith, and moral rights (collectively, “Intellectual Property Rights”) shared by Service Provider with Customer shall remain the sole and absolute property of Service Provider. Customer hereby grants a sublicensable, royalty-free, fully paid up license to Service Provider to identify Customer by name and logo for marketing purposes (including for use on Service Provider’s website and for other commercial purposes). In addition to the foregoing Customer grants Service Provider an unrestricted license to take photos, videos, and any images of Service Provider’s work, that may include Customer’s property, image, and likeness, and to utilize any or all of the foregoing in any manner whatsoever, including for commercial purposes.
13. Indemnification
Customer will indemnify, defend, and hold harmless Service Provider, its affiliates, and each of their respective officers, directors, and personnel (collectively, “Indemnified Parties”) on written demand against all damages, fines, penalties, settlement amounts pre-approved by Service Provider, costs, expenses, taxes, settlements, and other liabilities (including reasonable attorneys’ fees and court costs, the costs incurred in connection with pursuing any insurers, and the cost incurred in obtaining indemnification hereunder) (“Losses”) incurred or awarded against Indemnified Parties in connection with any claim, action, demand, suit, or proceeding (“Claim”) arising out of or in connection with: (a) the use of the Services by Customer or any person or entity; (b) a breach or threatened breach of any of the terms of this Agreement; (c) infringement or misappropriation of a third-party’s intellectual property rights; (d) violation of applicable laws, including applicable data protection laws; or (e) negligent or more culpable (including criminal) acts or omissions.
14. Disclaimer of Warranties
15. Limited Remedy of Customer
16. Limitation of Damages
17. Limitation of Liability
18. Limitations Absolute
19. Term and Termination
Unless otherwise specified in the Quote, the Agreement between Service Provider and Customer shall extend for twelve (12) months from the date the Quote is accepted by the Customer (“Initial Term”). The Initial Term shall automatically renew for successive twelve (12) month periods (each a “Renewal Term” and, collectively with the Initial Term, the “Term”), unless either party gives written notice to the other of its intent not to renew, which notice shall be given no less than sixty (60) days before the expiration of the then-current Term. Further, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
(a) fails to pay any amount when due under this Agreement;
(b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
The termination of this Agreement shall not release Customer for liability arising out of, or in connection with, any acts or omissions that occurred prior to the effective date of termination. In addition, upon termination of this Agreement for any reason, all amounts owed to Service Provider shall immediately become due and payable.
20. Insurance
Service Provider will provide to Customer its certificate of insurance upon request. If Customer requires that Service Provider add Customer or any third-party as an additional insured of Service Provider’s policies, Service Provider reserves the right to charge all costs associated with such request to Customer, including any increase in insurance premiums.
21. Force Majeure
Service Provider shall not be liable to Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Service Provider’s control, including, without limitation, the following force majeure events: flood, fire, earthquake, epidemics, pandemics, or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; government order, law, or action; embargoes or blockades in effect on or after the date of this Agreement; national or local emergency; strikes, labor stoppages or slowdowns or other industrial disturbances; power outages or shortages; and other events beyond the control of the Service Provider.
22. Waiver
No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
23. Assignment
Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
24. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
25. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
26. Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Quote or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, or (b) if the party giving the Notice has complied with the requirements of this Section.
27. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction, and the unenforceable term shall be reformed so as to render it enforceable to the fullest extent permitted by law.
28. Survival
Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.
29. Amendment and Modification
Service Provider may update its Terms from time to time by posting an updated version of these Terms on Service Provider’s website. Such updated Terms shall automatically apply to all Quotes accepted on or after the date of posting, unless Customer objects in writing by providing notice to the Service Provider. Accepted Quotes may only be modified by written agreement of the parties.
30. Interpretation
This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
31. Governing Law; Jurisdiction and Venue
(a) This Agreement, and any dispute, claim, or controversy (whether in contract, tort, or statute) arising out of or related to this Agreement, the Services, any transactions contemplated hereunder, or the relationship of the parties, (collectively “Disputes”) shall be governed by and construed in accordance with the laws of the state of Florida, without regard to any conflicts of laws and principles. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.
(b) All Disputes involving amounts in controversy up to $35,000 and all Disputes that cannot be arbitrated, as determined by the arbitrator pursuant to Section 32 below, shall be resolved exclusively in the courts located in Miami-Dade County, Florida. The parties irrevocably submit to the exclusive jurisdiction of said court and waive any objection thereto. The parties also consent to the laying of venue in said courts and waive any objections thereto, including any objections based on principles of forum non conveniens.
32. Alternative Dispute Resolution
Each party agrees that all Disputes involving an amount in controversy in excess of $35,000 shall be resolved exclusively by binding arbitration before a single arbitrator appointed by the AAA (unless the parties mutually agree to the selection of the arbitrator). The arbitration shall be conducted pursuant to the AAA commercial arbitration rules in effect at the time of filing. The arbitrator shall have exclusive authority to resolve arbitrability disputes. If any Disputes are filed in any court, such lawsuits shall be dismissed without prejudice and submitted by the court to arbitration as set forth in this Section. If the arbitrator determines that such Disputes cannot be resolved by arbitration, then the Dispute may be re-filed in the courts specified in Section 31(b) above. The arbitrator may, in its discretion, issue temporary and permanent injunctions, award specific performance, declaratory, or injunctive relief. The arbitration proceedings shall be conducted in English in Miami, Florida, or by remote means (if determined by the arbitrator).
33. Attorney’s Fees
In any Dispute, the prevailing party shall be entitled to recover from the other party all fees incurred in bringing, defending, or investigating the Dispute (including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs), including, without limitation, all attorneys’ fees and costs incident to appellate, bankruptcy and post-judgment proceedings. The costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees and mediator fees, regardless of whether such costs are otherwise taxable.
34. Cumulative Remedies
All rights, remedies, and powers of Service Provider hereunder are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers given hereby or any laws now existing or hereafter enacted.
35. Injunctive Relief
Customer acknowledges and agrees that if they breach any obligation hereunder, Service Provider may suffer immediate and irreparable harm for which monetary damages alone shall not be a sufficient remedy, and that, in addition to all other remedies that Service Provider may have, Service Provider shall be entitled to seek injunctive relief, specific performance or any other form of relief, including, but not limited to, equitable and declaratory relief, in any court having jurisdiction over the Customer, without prejudice to the provisions of Sections 31 and 32 above. Customer hereby waives any and all defenses and objections it may have to any such injunctive relief, and waives any requirement for the securing or posting of any bond in connection with such remedy.
36. Class Action Waiver
To the greatest extent permitted by applicable law, the parties agree that neither party can bring Disputes as a plaintiff or class member in a class action, consolidated action, or representative action.
37. Waiver of Jury Trial
38. Counterparts
This Agreement may be executed in two or more counterparts (including by combination of electronic and non-electronic signatures), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.