Greener Grass LLC Service Terms & Conditions
1) Parties. The terms and conditions set forth herein (“Agreement”) will govern the purchase of goods and services from Greener Grass, LLC (d/b/a Greener Grass Organic Lawn & Pest, “Greener” or “Contractor”) by the customer (“Customer” or “Owner” or “Property Owner/Manager”) (collectively referred to as the “Parties”).
By accepting a quote for Services (whether electronically, verbally, in writing, or otherwise) and/or by submitting payment of any invoice, (collectively “Quote”) Customer expressly agrees to be bound by this Agreement.
2) Definitions. As used in this Agreement, the following terms are defined as such:
“Services”: the entirety of the goods and services that Greener, its agents, employees, or subcontractors provide to Customer for any purpose as described in the Quote including but not limited to fertilization and weed control, perimeter pest control, mosquito control and landscape and hardscape weed control, and related services.
“Service Cost”: the agreed-upon price between Greener and Customer for the total cost of the Services as described in the Quote including base service packages, supplementary services, fuel or material surcharges, excess costs, and approved or permitted change orders.
“Due Date”: Upon completion of the Services or as otherwise stated on Greener’s invoice.
3) Services. Greener shall provide to Customer the Services in accordance with the terms and subject to the conditions set forth in this Agreement. Greener reserves the right to use autonomous equipment (“Autonomous Equipment”) to provide Services in its sole discretion.
Greener agrees to furnish all labor, materials, equipment, and tools necessary to perform the Services at the property location identified by Customer through account sign-in, the Quote, or otherwise prior to acceptance of this Agreement.
4) Term; Automatic Renewal. Unless otherwise stated in signed writing by Greener, the term of this Agreement shall run through the end of the current calendar year and shall automatically renew for successive one-year terms unless Customer provides written notice of non-renewal to Greener no later than February 1 of the applicable Quote year. All base service packages (Basic, Plus or Complete) as well as all supplementary services (Grub Control, Flea & Tick Control, Surface Insect Control, Perimeter Pest Control, Landscape Weed Control and Mosquito, etc.) shall renew automatically for the same services the following year unless modified by Greener with prior notice. Customer further acknowledges that this automatic renewal structure is standard for Greener’s service programs.
5) Work. Customer agrees to pay the balance full-Service Cost for all Services purchased from Greener pursuant to the terms of this Agreement and as shown on the Quote. Payment for any and all Services purchased will be made by check, cash, credit card, or wire transfer by the Due Date. Customer agrees to select either prepayment or automatic payment using a card on file. If Customer fails to do so, Greener reserves the right to assess a $5.00 check processing fee per payment submitted. If Customer uses a credit card as its payment method, 2.5% of the Service Cost will be added to the payment. In the event Customer fails to pay in full by the Due Date, the outstanding balance will be subject to a late fee equal to the lower of 1.5% per month or the maximum rate permitted by law. Any invoice not paid within fifteen (15) days shall accrue interest as stated above, and Greener reserves the right to suspend or cease Services if any invoice remains unpaid more than thirty (30) days. All payments received will be applied first to any late fees and/or interest and thereafter to the cost of the Services. If Customer is unsatisfied with the completed work, Customer agrees not to withhold final payment, except Customer may withhold up to, but not exceeding, 10% of the Service Cost until the dispute is resolved in accordance with Paragraph 25.
6) Discounts; Full Seasonal Program. Any discount is for a full seasonal program and not a one-time service unless expressly stated otherwise in a signed writing by Greener. Any and all discounts offered shall become null and void if Services are terminated less than 365 days from the date of inception, including prepayment, community, promotional, or one-time discounts, and Customer’s account balance shall be reconciled accordingly.
7) Refunds. Greener shall assess a refund processing fee of Fifteen Dollars ($15.00) or five percent (5%) of the refunded amount, whichever is greater, for all requested refunds.
8) Prices. All prices for Services will be set forth in a Quote or Customer’s Greener account thereto and will be binding upon the Customer. Customer hereby expressly grants Greener permission to fax and/or email prices invoices, and notices for Services to the fax number and email address set forth or otherwise provided by Customer. All prices are exclusive of all city, state, and federal sales and excise taxes, including, without limitation, taxes on sales, receipts, or use.
9) Taxes. Customer will promptly pay Greener any taxes which Greener may be required to pay or collect upon the sale, delivery, storage, processing, use, and/or consumption of any of the Services.
10) Performance. Greener will complete Services ordered by Customer at the location(s) specified by the Quote or Customer’s Greener account, subject to this Agreement. Delivery dates of Services are estimates only and not guaranteed and Greener will not be held responsible for any delay in performance or delivery, regardless of cause. Customer further agrees that Greener’s invoice will be conclusive of Greener’s actual delivery and Customer’s receipt and acceptance of all Services indicated on the invoice unless Customer objects in writing within ten (10) days of the date of the invoice.
11) Customer Responsibilities. Customer is solely responsible for identifying property boundaries, known hazards on the property, securing all items of value, marking sprinkler heads, underground lines, electric fences, or buried objects, and ensuring all people and animals are removed from service areas while Services are being performed. Greener will rely entirely on Customer’s disclosures and will not be responsible for undisclosed or hidden conditions.
12) Program Results. Your Greener Grass program is designed to maintain or improve the health and appearance of your lawn under normal circumstances. There are many variables which affect the condition of your lawn and the results of this program, most of which are outside the control of Greener. Greener will use commercially reasonable efforts to educate Customer on how to manage such occurrences; however, Greener does not guarantee any specific result. Customer expressly acknowledges and agrees to the following factors affecting program results: (i) Cultural Practices. Proper mowing, watering, leaf clean up, soil maintenance, and other cultural practices are the sole responsibility of Customer. Failure to follow Greener’s recommendations may result in unsatisfactory or diminished results. To ensure the best possible results, Customer agrees to follow all recommendations provided by Greener, including those found on Greener’s website, in email communications, service notices, and written materials. (ii) Beginning Condition. The results of the Services will be directly affected by the condition of the lawn and landscape prior to commencement of Services. Pre-existing conditions including, but not limited to, lawn density, turf variety, weeds, disease, insects, sun or shade exposure, soil composition, drainage, compaction, or prior chemical applications may reduce the effectiveness of the program. (iii) Weather. Weather conditions throughout the season will have a direct impact on the results of the Services. Variations in temperature, rainfall, drought, flooding, frost, or other weather events may affect weed populations, crabgrass, disease pressure, insect activity, and overall lawn health. Greener shall not be responsible for reduced or delayed results caused by weather conditions. Customer agrees that these factors do not constitute a defect in workmanship or Services and shall not give rise to any claim, refund, credit, or withholding of payment.
13) Default. Upon Customer’s default under any term or condition of this Agreement, including nonpayment or insolvency as determined in Greener’s sole discretion, Greener may suspend Services and require payment in advance. Customer consents to Greener filing a mechanic’s lien to protect its rights under this Agreement.
14) Recovery of Legal Fees and Costs. In the event it becomes necessary for Greener to file a lawsuit to enforce the terms of this Agreement, or to collect any unpaid balance due to Greener by Customer, and Greener is granted a judgment wholly or partly in its favor, Greener will be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees, paralegal fees, expert fees, and court costs incurred in such lawsuit and for all proceedings brought and actions taken to collect on said judgment, to the fullest extent permitted by law, if at all.
15) Excess Costs. If at any time the Services require extra costs above the cost specified or estimated in the Quote that were reasonably unforeseen, but necessary (material cost increases due to inflation or market conditions), Greener will present the Customer with a change order addendum to reflect the extra cost. The parties acknowledge and agree that Greener is not required to get Customer’s consent for excess cost that is less than $5,000. Prior to the Customer’s acceptance of a change order addendum for any Services related to an excess cost, Greener will disclose to the Customer that if the Customer fails to approve a change order addendum for excess cost, completion of the work may not be possible and a charge may be imposed for any disassembly, reassembly, or partially completed work, which shall be directly related to the actual labor or parts involved.
16) Right of Rescission. Pursuant to Ohio Revised Code §1345.21, Customer may exercise the right to rescind this Agreement for residential services by providing notice of rescission to Greener (1) in writing; and (2) within three business days of the Effective Date of the Services. Failure of Customer to properly notify Greener of the exercise of the right of rescission as specified renders this Agreement otherwise enforceable in full.
17) Cancellation. Except as otherwise stated in a signed writing by Greener or in this Agreement, the Service is not subject to cancellation, suspension, or holdup except as expressly set forth herein and only upon compliance with the requirements of this Section. Should Customer wish to cancel or suspend any Services during the season, Customer must provide Greener with no less than thirty (30) days written notice prior to the next scheduled service date. All cancellation or suspension requests must be submitted through Greener’s designated electronic form. Customer acknowledges that this notice requirement allows Greener adequate time to plan for labor, scheduling, and procurement of materials necessary to perform the Services. Any pre-service notices or reminders provided by Greener are a courtesy only and shall not be construed as an opportunity or invitation to cancel or suspend Services. Cancellations or suspensions received less than thirty (30) days prior to the scheduled service date but more than forty-eight (48) hours in advance shall result in Customer being liable for fifty percent (50%) of the applicable Service Cost. Cancellations or suspensions received less than forty-eight (48) hours prior to the scheduled service date shall result in Customer being liable for one hundred percent (100%) of the applicable Service Cost. Any cancellation, suspension, or holdup of Services shall be subject to such additional terms and conditions as Greener may require to compensate Greener for losses incurred as a result thereof, including administrative costs, labor commitments, and material purchases.
18) Effect of Termination.
- a) The expiration or termination of this Agreement shall not release Customer from any obligation under this Agreement, unless this Agreement was terminated by Greener for convenience.
- b) Following termination of this Agreement for any reason other than for Greener’s termination for convenience, Greener will invoice Customer for any outstanding fees and expenses due and owing under the entire length of this Agreement and Customer must promptly pay all such outstanding fees and expenses, which includes costs and expenses described in Section 13(c), below (“Termination Fee”). The parties intend the Termination Fee to be liquidated damages constituting compensation, and not a penalty. The parties acknowledge and agree that damages resulting from termination would be impossible or very difficult to accurately estimate, and that the Termination Fee is a reasonable estimate of the anticipated or actual harm that may arise from such termination.
- c) In the event that Autonomous Equipment are used in the performance of the Services, Customer agrees to pay Greener any and all installation costs associated with such Autonomous Equipment, which includes labor and material costs for buried wire, GPS units, etc.
- d) Each Party shall promptly, following the expiration or termination of this Agreement, return to the other party all tangible property, including molds, equipment, materials, and tools, in its possession or control, belonging to the other party; and upon the other party’s request, certify in writing to the other Party that it has complied with the requirements of this Section 13(d).
19) Disclaimer. Greener will not be responsible for any damage or injury resulting from or caused by its sale or completion of Services hereunder, including, without limitation, any delays or losses, unless such damage or injury is directly caused by the willful misconduct of Greener or unless otherwise provided in this Agreement. Furthermore, Greener will not be responsible for any damage or injury resulting to or caused by the completion, installation, storage, or use of the Services by Customer, including without limitation, that Greener will not be liable for any damages that Greener, its agents, or subcontractors cause to Customer’s driveways, walkways, patios, and other similar areas, whether concrete or otherwise, even if the party causing the damage was negligent. Greener will not be liable for any damage caused in connection with any item in the landscape that is not readily apparent to Greener or its agents during operation of the equipment. Customer understands that it has the responsibility of the health of the lawn and even after the best of lawn practices by Greener, a lawn could develop bad health.
20) Non-Assignment. Customer may not assign or delegate its obligations under this Agreement without Greener’s prior written consent; however, Greener may assign or subcontract its obligations under this Agreement without Customer’s consent.
21) Force Majeure. Greener will not be responsible for any acts or omissions of the Customer. Neither party will be responsible for any acts or omissions of the other party, nor for events beyond its reasonable control (hereinafter referred to as “Force Majeure”), including, but not limited to, Acts of God, changes of laws or regulations or other acts of government, labor disputes, strikes, riots, pandemics, epidemics, mobs, fires, floods, wars, embargoes, impossibility to obtain necessary material, labor, machinery, or transportation.
22) Governing Law. This Agreement will be interpreted under the laws of Ohio and the parties stipulate that this Agreement came into existence, and was entered into, in Stark County, Ohio. The parties agree that any lawsuits relating to or arising out of this Agreement, the Collateral, or the Services, including but not limited to, claims for personal injury, negligence, intentional torts, or breach of this Agreement will be brought only in Stark County, Ohio.
23) Limitation of Damages. IN NO EVENT WILL GREENER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT OR THE SERVICES PROVIDED BY GREENER EVEN IF GREENER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GREENER FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE COLLATERAL, WHETHER IN CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, RECKLESSNESS, OR OTHERWISE, EXCEED THE TOTAL AMOUNT CUSTOMER HAS PAID GREENER FOR THE SERVICES. Customer’s sole remedy will be repair, replacement, or a refund, as determined in the sole discretion of Greener.
24) Indemnification by Customer. Customer covenants and agrees at all times to defend, hold harmless, and indemnify Greener, its directors, shareholders, officers, employees, representatives, agents, successors, and assigns from and against any and all claims, actions, lawsuits, judgments, losses, damages, liabilities, costs, and expenses, including attorney’s fees, related expenses and any amounts paid in the defense or settlement, arising out of or in connection with any act or omission of Customer or any of its agents, employees, representatives, successors and assigns, the use of the products and services by Customer, or any other party, or as a result of Customer’s breach of this Agreement. Customer further agrees to take upon itself the settlement of such claims in the defense of any suit, suits, or legal proceedings of any kind brought to enforce such claim or claims, and to pay all judgments entered in such suit, suits, or legal proceedings, and all costs of attorney’s fees or other expenses. Customer agrees that in any instance where such claims in any way affect Greener’s interest hereunder or otherwise, Customer shall not consummate any settlement without Greener’s prior written consent. Customer covenants of indemnity herein shall continue in full force and effect notwithstanding any termination or expiration.
25) Warranty. Except as otherwise stated in this Agreement, Greener warrants that it will repair or replace, at its election, any Services manufactured, sold, installed, or completed by it that proves to be caused by defective workmanship within a period of three hundred and sixty (360) days from the date of original purchase or completion. This warranty covers normal use and does not cover damage or defect resulting from alteration, accident, neglect, improper installation, improper design, settlement or structural movement and/or movement of materials to which installed products are attached, lack of protection during application, operation, or maintenance, and any cause other than workmanship defects attributable to Greener or assignee. The obligation of Greener in this Section 20 is limited to the repair or replacement of the defective Services. Any components not manufactured by Greener, but used as part of any Services sold by it will be warranted under the terms of the original manufacturer of the subject component, and not by Greener. The Customer will give written notice of such defects to Greener within 10 days of first knowledge.
EXCEPT AS SET FORTH HEREIN, GREENER MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF WORKMANSHIP, OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE SALE OF SERVICES HEREUNDER, AND HEREBY DISCLAIMS THE SAME.
26) Arbitration. The Parties agree that any claim, dispute or cause of action, of any nature, including but not limited to, those arising in tort, contract, statute, equity, law, fraud, intentional tort, breach of statute, ordinance, regulation, code, or other law, or by gross or reckless negligence, arising out of or related to, the negotiations of the Agreement, the Services provided, the performance or non-performance of the Agreement or any interaction of Customer and Greener, its agents, or subcontractors, shall be subject to final and binding arbitration by an arbitrator appointed by the American Arbitration Association in accordance with the Construction Industry Rules of the American Arbitration Association and judgment may be entered on the award in a court of appropriate venue. Further, the Emergency Measures of Protection Rules shall be applicable. Each party shall be responsible for one-half of the arbitrator’s fees. The arbitration proceeding will include all parties to the construction process who have signed any document incorporating or referring to this Agreement. The arbitrator(s) shall determine all issues regarding the arbitrability of the dispute. The powers of the arbitrator(s) shall include all legal and equitable remedies, including but not limited to, money damages, declaratory relief, and injunctive relief. Should any party refuse or neglect to appear at and participate in arbitration proceedings after due notice, the arbitrator will make an award based on evidence introduced by the parties who do appear and participate. The parties understand that by agreeing to binding arbitration they are agreeing to arbitrate and not litigate their disputes and are giving up their right to a trial by jury, and to have a trial before a judge, or to seek remedies from a court.
27) Notices. Any notice required under this Agreement shall be made in writing and sent to the address of the appropriate party as it appears in the Quote or Customer’s account, unless such party has notified the other party, in writing, of a new mailing address. All notices under this Agreement shall be deemed duly given: (a) upon delivery if delivered by hand; (b) upon receipt by the addressee if sent by US mail; (c) upon the date signed for a receipt by a party to this Agreement if sent by US certified mail – return receipt requested; and (d) one business day after being deposited with an overnight delivery service
28) Miscellaneous. The terms and conditions as set forth herein, as amended from time to time, will be binding upon and inure to the benefit of the parties, their successors, heirs, executors, representatives, and assigns. This Agreement state the entire agreement between the parties and neither party will be bound by any stipulations, representations, agreement, or promises, oral or otherwise, not contained in this Agreement. In the event the terms of the Quote and Agreement conflict, the Quote shall supersede this Agreement. The Quote and Agreement shall supersede all previous agreements between the parties, either oral or in writing, and may be amended only in a writing signed by both parties. If any term or provision of this Agreement is held to be invalid, void, or unenforceable, the remainder of the Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated, and this Agreement will be construed as if the invalid, void, or unenforceable provisions were omitted. Any waiver or failure of Greener to require strict compliance with the provisions of this Agreement in any respect will not be deemed a waiver of Greener’s right to insist upon strict compliance in other respects or thereafter in the same respect. All remedies provided to Greener are in addition to its rights at law. No action or suit to enforce Customer’s rights or remedies arising from any purchase of Services by Customer will be commenced more than one year from the date of completion of the applicable Services.
CUSTOMER ACKNOWLEDGES THAT ALL SERVICES AND PRODUCTS TO BE PROVIDED BY GREENER AND OBLIGATIONS OF THE CUSTOMER ARE SUBJECT TO THE TERMS AND CONDITIONS PROVIDED IN THIS AGREEMENT.