TERMS AND CONDITIONS OF USE

General Terms and Conditions  

These terms and conditions apply in all cases except where a specific, written agreement is reached between Seasons Service Select LLC, dba Down to Earth (“Company”) and a Client (“Customer”). When in any doubt (lack of written agreement, conflicting agreements, uncertainty around which terms apply), these terms and conditions supersede any other terms.

1. Term. Company shall furnish all labor, materials, and necessary equipment to maintain the grounds at a property. The Agreement shall automatically renew for additional one (1) year periods (“each a “Renewal Term”) unless sooner terminated as provided in Section 9 herein, or if terminated by either party ninety (90) days prior to the expiration of the Initial Term or any Renewal Term. Price provided in any agreement is good for 30 days.
2. Scope of Work. Company shall use its best efforts to perform the Service. Except as specifically designated in the agreement, Company will perform industry standard services and performance. Invasive species of grass or insects may be addressed at an additional cost to the Client.
   • Late Payments. Any unpaid balance will bear interest at a rate of 1.5% per month (18% per year). The unpaid balance shall be determined by taking the beginning balance of the account for each month, adding any new charges and subtracting any payments made to the account. In the event payment remains past due for a period in excess of ten (10) days, Company’s obligations under this Agreement will be suspended until payment is made in full. Customer shall reimburse Company for all costs and expenses reasonably incurred by Company in collecting past due amounts, including attorneys’ fees and court costs.
   • Price Increases. The Monthly Fee shall increase every twelve (12) months (the “Anniversary Date”) by the greater of i) 4% or ii) a percentage equal to the percentage change in the Consumer Price Index statistics published by the United States Bureau of Labor. Comparisons shall be made using the index entitled, “Selected Areas/All Items and Major Group Figures for all Urban Consumers for Tampa-St. Petersburg-Clearwater, FL” or the nearest comparable data on changes in the cost of living, if such index is no longer published. The change shall be determined by comparison of the figure for the date twelve (12) months earlier, with that of the Anniversary Date, and shall be rounded to the nearest ten (10) dollars. Company reserves the right to increase the Monthly Fee at contract renewal or due to Force Majeure events with thirty (30) days prior written notice to Customer.
   • Fuel Surcharge. Six months after the start of the Agreement, Customer agrees to pay Company a monthly fuel surcharge to the extent the fuel price exceeds $3.25 per gallon, as reported at Florida Regular Conventional Retail Gasoline Prices.  Each $0.50 incremental rise in fuel price will result in a 1% fuel surcharge (Example: If fuel price is $3.55 per gallon, the fuel surcharge will be 1% of the total amount invoiced). If the fuel price drops below $2.75 per gallon, Customer will receive a 1% reduction in the total amount invoiced for each $0.50 incremental reduction in fuel price. Adjustments will be applied to invoices each month, as applicable.
3. Price and Payment Terms. Customer shall pay Company the agreed upon amounts (the “Monthly Fee”). On approximately the first (first) day of each month, Company shall tender to Customer an invoice for services rendered during the current month, which shall be paid by Customer within 30 days of the date of the invoice (Net 30 terms). Customer shall not be entitled to reduce or offset any payments owed to Company hereunder for any reason. A processing fee of 2.75% will be added to all credit card transactions and a fee of $25 per invoice added if additional administrative work is required beyond sending an invoice (payment applications, releases, etc.)
4. Indemnification. Company shall indemnify and hold harmless Customer from any and all injuries, damages, causes of action or claims to the extent they are caused by negligent or intentional acts or omissions on the part of Company, its agents, subcontractor, employees, or others acting on behalf of Company, in the performance of its obligations under this Agreement. Customer is required to notify Company within 30 days of the date Customer is notified or discovers any potential claim, cause of action, or damages potentially caused by Company.
5. Insurance. Company, for itself, its subcontractors, agents, and employees, shall maintain the following insurance coverage throughout the duration of this Agreement:
   • Commercial general liability insurance with a minimum combined single limit of liability of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and/or death and/or property damage and/or personal injury.
   •   Pollution liability insurance with a limit of liability of $1,000,000 per each incident and $2,000,000 aggregate; and
   • Workers’ compensation insurance on behalf of each of its employees or laborers working on the property in accordance with all applicable laws. Company shall deliver to Customer an insurance certificate evidencing such insurance prior to the signing of this Agreement.
6. Standard of Performance. Company shall use due care, skill, and diligence in the performance of its obligations under this Agreement and shall perform all its obligations in its best workmanlike manner and in accordance with the accepted standards for professional landscape contractors in the state of Florida. All materials used in performing any obligation under this Agreement shall be of first quality and shall be used strictly in accordance with the manufacturer’s specifications.
7. Time. Time is of the essence in performing the obligations under this Agreement. In the event that performance by Company shall be interrupted or delayed by any occurrences outside Company’s commercially reasonable control, including but not limited to acts of God, inability to secure labor and/or products, and rules, regulations or restrictions imposed by any government or governmental agency, Company shall be excused from such performance for such a period of time as is reasonably necessary after such occurrence to remedy the effects thereof.
8. Independent Contractor Relationship. All work performed by Company under this Agreement shall be as an independent contractor, and in no way shall Company be considered an employee of the Customer.
9. Termination.Given the nature of the work contemplated by this Agreement, the parties acknowledge that conditions change due to the natural growing cycle, weather patterns, wear and tear of the grounds, and other causes, both foreseen and unforeseen.  Company may terminate this Agreement immediately if Customer fails to cure a payment default within fifteen (15) days of receipt of notice of such from Company. Either party may terminate without cause with sixty (60) days’ prior written notice. If Customer terminates this Agreement without cause prior to end of the current term, Customer will pay to Company at time of termination notice (i) all amounts owed to date for services performed, (ii) reimbursement of any provided incentives, and (iii) an amount equal to the Fees remaining through the end of the current term. For all notices, Customer must notify Company in writing via certified mail and via e-mail to the address in section 10 Notices. In the event of any termination, all outstanding amounts through the end of the term are immediately due and Company has the obligation to perform through the end of the remaining period.
10. Notices. Any notice required to be sent to the Customer or Company under this Agreement shall be sent to the parties at the following address unless otherwise specified:DTE: Down to Earth DTEContractUpdates@down2earthinc.com 2701 Maitland Center Parkway Suite 200 Maitland, Florida 32751 Phone: 321-263-2700 Fax: 352-385-7229 www.dtelandscape.com
11. Governing Law and Binding Effect; Venue. This Agreement and the interpretation and enforcement of the same will be governed by and construed in accordance with the laws of the State of Florida and will be binding upon, inure to the benefit of, and be enforceable by the parties hereto as well as their respective heirs, personal representatives, successors, and assigns. The venue for all actions arising from this agreement shall be located within the applicable Florida county of the property address.
12. Integrated Agreement, Waiver and Modification. This Agreement represents the complete and entire understanding and agreement between the parties hereto with regard to all matters involved in this transaction and supersedes any and all prior or contemporaneous agreements, whether written or oral. No agreements or provisions, unless incorporated herein, will be binding on either party hereto. Notwithstanding the foregoing, these terms and conditions are subject to change, and the terms and conditions in effect at the time of each new order or delivery shall be those on this website at the time of such order or delivery.
13. Litigation and Attorneys’ Fees. In the event that it is necessary for either party to this Agreement to bring suit to enforce any provision hereof or for damages on account of any breach of this Agreement or of any warranty, covenant, condition, requirement or obligation contained herein, the prevailing party in any such litigation, including appeals, will be entitled to recover from the other party, in addition to any damages or other relief granted as a result of such litigation, all costs and expenses of such litigation and reasonable attorneys’ fees.
14. Severability. Each provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision of this Agreement be for any reason unenforceable, the balance shall nonetheless remain in full force and effect, but without giving effect to such provision.
15. No Third-Party Beneficiaries. The parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto. No future or present employee or customer of either of the parties nor their affiliates, successors or assigns or other person shall be treated as a third-party beneficiary in or under this Agreement.