These Terms of Service (the "Terms") constitute a legally binding agreement between MH Landscaping, a Pennsylvania [Limited Liability Company / Sole Proprietorship / Corporation] ("Company"), and the customer identified in the applicable Service Order ("Client"). Company and Client may be referred to individually as a "Party" and collectively as the "Parties."
BY APPROVING A SERVICE ORDER, EXECUTING AN AGREEMENT, REQUESTING SERVICES, OR OTHERWISE ENGAGING COMPANY TO PERFORM SERVICES, CLIENT ACKNOWLEDGES AND AGREES TO BE LEGALLY BOUND BY THESE TERMS.
1.1 Agreement
“Agreement” means these Terms together with the applicable Service Order.
1.2 Services
“Services” means all landscaping, maintenance, installation, or related services described in a Service Order.
1.3 Service Order
“Service Order” means any estimate, proposal, quote, invoice, subscription, work order, or other written or electronic document issued by Company and accepted or approved by Client.
1.4 Substantial Completion
“Substantial Completion” means the date on which Company determines, in its reasonable professional judgment, that the Services are sufficiently complete in accordance with the applicable Service Order such that the work is usable for its intended purpose, notwithstanding minor incomplete or corrective items that do not materially impair functionality or use.
Substantial Completion shall be deemed to have occurred upon the earliest of: (a) Company’s written notice of completion; (b) Client’s use or occupancy of the work; or (c) final invoicing by Company.
1.5 Commercially Reasonable Efforts
"Commercially Reasonable Efforts" means the degree of care, attention, diligence, and skill that a prudent and experienced landscaping contractor operating in the Commonwealth of Pennsylvania would exercise under similar circumstances to accomplish the stated objective. Commercially Reasonable Efforts does not require extraordinary measures, expenditure disproportionate to the objective, or the elimination of all possible risk of failure.
1.6 Reasonable Professional Judgment
"Reasonable Professional Judgment" means the judgment exercised by a prudent, experienced landscaping professional acting in good faith, in accordance with generally accepted industry standards, and with due consideration to the specific site conditions, project scope, and information available at the time.
1.7 Operational Considerations
"Operational Considerations" means factors that may affect the scheduling, sequencing, or performance of the Services, including without limitation: weather conditions and forecasts, equipment availability and maintenance, labor and crew availability, preceding and following project commitments, site access conditions, permit status, material delivery schedules, safety concerns, and other scheduling factors within Company's reasonable discretion.
1.8 Safe and Unobstructed Access
"Safe and Unobstructed Access" means that the project site and all designated work areas are accessible to Company and its personnel and equipment without unreasonable impediment, and are free from hazardous conditions that would prevent safe entry, operation, or egress. Without limitation, Safe and Unobstructed Access requires that vehicles and personal property are removed from work areas, pets are secured, utilities are marked or disclosed, gates and access points are unlocked or codes are provided, and pedestrian and traffic safety is not compromised.
2.1 Separate Agreements
Each Service Order constitutes a separate Agreement governing the specific Services described therein.
No Service Order shall modify any other Service Order unless expressly stated in a writing signed by Company.
2.2 Incorporation
These Terms are incorporated into and made a material part of every Service Order, whether or not expressly attached.
2.3 Order of Precedence
In the event of any conflict between these Terms and a Service Order, the Service Order shall control solely with respect to the specific scope, pricing, and scheduling terms expressly set forth therein.
These Terms shall control in all other respects.
2.4 Non-Overridable Provisions
The following provisions (the “Protected Provisions”) shall apply to all Agreements and shall not be modified, superseded, or waived by any Service Order unless expressly permitted by this Section 2.4 or set forth in a separate written amendment executed by an authorized representative of Company:
(a) Section 8 (Payment Terms), except as to payment timing, deposit amount, progress billing structure, final payment timing, late charge amount, interest amount, or waiver of interest or late charges, each of which may be expressly modified or waived in an applicable Service Order for that specific Agreement only;
(b) Section 9 (Non-Payment; Enforcement);
(c) Section 11 (Warranty; Limitations);
(d) Section 12 (Limitation of Liability; Indemnification);
(e) Section 17 (Dispute Resolution);
(f) Section 18 (Governing Law); and
(g) Section 19 (General Provisions).
Any attempted modification of the Protected Provisions inconsistent with this Section shall be void and of no effect.
2.5 Default Terms
To the extent a Service Order does not address a matter, these Terms shall govern.
2.6 No Implied Amendments
No course of dealing, course of performance, or usage of trade shall modify these Terms.
2.6 No Implied Amendments
No course of dealing, course of performance, or usage of trade shall modify these Terms.
2.7 Electronic Agreements and Signatures
2.7.1 Consent to Electronic Format
Client consents to the execution, delivery, and performance of this Agreement and all Service Orders, Change Orders, invoices, notices, and related documents in electronic form, in accordance with the Pennsylvania Uniform Electronic Transactions Law (12 Pa.C.S. § 2101 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.).
2.7.2 Valid Methods of Acceptance
Client's acceptance of a Service Order or Agreement may be evidenced by any of the following:
(a) Execution of a document bearing Client's handwritten or electronic signature (including signatures via DocuSign, Adobe Sign, or similar e-signature platforms);
(b) A reply to an email or electronic communication containing affirmative language such as "Approved," "Agreed," "Accepted," "OK to proceed," or substantially similar language;
(c) Payment of a deposit or initial payment after receipt of the Service Order;
(d) Requesting the commencement of Services after receipt of the Service Order; or
(e) Providing access to the project site for the purpose of commencing Services after receipt of the Service Order.
2.7.3 Electronic Records
Client consents to Company's creation, maintenance, and retention of electronic records of all documents related to this Agreement, including executed Service Orders, email correspondence, photographs, project documentation, invoices, payment records, Change Orders, and communications. Such electronic records shall be admissible as evidence and shall have the same legal effect as original signed documents.
2.7.4 Electronic Delivery of Notices
Client consents to receive invoices, notices, scheduling updates, and other communications in electronic form via email to the email address provided in the applicable Service Order, in addition to or in lieu of physical mail, subject to the notice provisions of Section 19.10.
6.1 Disclosure
Client shall disclose to Company all known site conditions, access limitations, utilities, hazards, prior repairs, drainage issues, irrigation components, underground lines, invisible fencing, septic components, private utility lines, and any other conditions that may affect the Services, the safety of the project site, the pricing of the Services, or the feasibility of performance.
6.2 Permits and Approvals
Client shall obtain, at Client’s sole cost and expense, all permits, approvals, consents, permissions, authorizations, surveys, utility markings, and similar requirements necessary for the Services, unless expressly assumed by Company in the applicable Service Order.
6.3 Access and Site Readiness
Client shall provide Company with safe, reasonable, and unobstructed access to the project site and all work areas.
Client shall remove or secure vehicles, pets, outdoor furniture, decorations, hoses, and other movable obstructions that may interfere with the Services or create unsafe working conditions.
6.4 Maintenance and Aftercare
Client shall maintain all installed or treated materials, landscaping, lawn areas, plantings, hardscape areas, and related improvements in accordance with industry standards and any written aftercare, maintenance, irrigation, watering, or usage instructions provided by Company.
Without limitation, Client acknowledges that improper watering, overwatering, underwatering, mowing over newly seeded areas, disturbance of newly installed materials, failure to protect treatment areas, or failure to follow written care instructions may adversely affect results and may void applicable warranty protections.
6.5 Compliance
Client shall comply with all applicable laws, ordinances, codes, HOA requirements, easement restrictions, and similar obligations relating to the property and the Services.
6.6 Unsafe Conditions
Company may delay, suspend, or refuse performance where Company reasonably determines that site conditions are unsafe, inaccessible, unlawful, materially different from represented conditions, or otherwise unsuitable for performance.
6.7 Effect of Non-Compliance
Failure by Client to satisfy any obligation under this Section 6 may result in additional charges, delays, suspension of Services, required Change Orders, denial of warranty coverage, or other remedies available under this Agreement.
6.8 Coordination of Multiple Contractors
Where Client engages multiple contractors, service providers, or vendors to perform work at the project site concurrently with or in proximity to Company's Services, Client shall be solely responsible for:
(a) coordinating the scheduling, sequencing, and access of all contractors to avoid interference with Company's Services;
(b) ensuring that the work of other contractors does not damage, disturb, obstruct, or interfere with Company's completed work, ongoing Services, materials, or equipment;
(c) resolving any disputes, conflicts, or scheduling issues between or among contractors;
(d) ensuring that all other contractors maintain adequate insurance and comply with applicable laws and safety requirements; and
(e) indemnifying Company for any claims, losses, damages, or costs arising from the acts or omissions of other contractors or from Client's failure to coordinate as required by this Section 6.8, in accordance with Section 12.2.
Company shall have no obligation to coordinate with, accommodate, or defer to other contractors unless expressly agreed in the applicable Service Order or a written Change Order.
7.1 Utilities
Company shall not be responsible for damage to any unmarked, mismarked, inaccurately marked, concealed, private, or undisclosed underground or subsurface utilities, lines, pipes, wiring, conduits, irrigation components, drainage components, septic components, low-voltage systems, invisible fencing, or similar installations.
7.2 Hidden or Concealed Conditions
Company shall not be responsible for latent, concealed, underground, subsurface, unknown, or otherwise non-visible site conditions, including buried debris, rock, roots, fill, remnants of prior construction, unstable soil, unsuitable soil, drainage defects, or hazardous conditions not reasonably observable at the time of assessment.
7.3 Pre-Existing Conditions and Damage
Company shall not be responsible for pre-existing damage, deterioration, defective conditions, code issues, settling, structural weakness, erosion, drainage problems, or pre-existing site failures at or near the project site.
7.4 External Factors
Company shall not be responsible for damage, delay, performance issues, or changed conditions resulting from weather, flooding, runoff, erosion, pests, disease, third-party conduct, acts of God, municipal action, utility action, or other matters beyond Company’s reasonable control.
7.5 Client Responsibility for Information
Client acknowledges that Company is entitled to rely upon the accuracy and completeness of all information, disclosures, markings, representations, plans, measurements, and directions provided by Client or by third parties acting on Client’s behalf.
7.6 Discovery of Changed Conditions
If Company encounters site conditions that are concealed, unsafe, materially different from those disclosed, or materially different from those reasonably anticipated, Company may stop work, revise scope, revise pricing, revise schedule, or require a Change Order as a condition of continuing performance.
7.7 Third-Party Contractors
7.7.1 No Responsibility for Other Contractors
Company shall not be responsible or liable for the means, methods, techniques, sequences, procedures, safety practices, or quality of work of any other contractor, subcontractor, vendor, or service provider engaged by Client or by any party other than Company. Company's presence on a project site where other contractors are performing work shall not create any duty on the part of Company to supervise, inspect, direct, or ensure the safety or adequacy of such other contractors' work.
7.7.2 No Control of Third-Party Work
Company does not direct, control, supervise, or assume responsibility for the work, personnel, equipment, or operations of any other contractor or service provider on the project site. No act, omission, observation, communication, or interaction by Company with respect to any other contractor's work shall be construed as an assumption of responsibility, duty of care, or supervisory obligation over such work.
7.7.3 No Liability for Third-Party Damage
Company shall not be liable for any damage to its completed or in-progress work, the project site, or any property caused by the acts, omissions, negligence, or intentional conduct of other contractors or service providers engaged by Client or by any third party. If the work of another contractor damages, disturbs, or interferes with Company's completed or ongoing Services, any corrective work required shall be performed by Company at Client's sole cost and expense pursuant to a Change Order under Section 4.
7.7.4 Company-Engaged Subcontractors
Company may engage subcontractors to perform portions of the Services. With respect to subcontractors directly engaged by Company:
(a) Company shall select subcontractors who possess appropriate licenses, insurance, and experience for the work to be performed;
(b) Company shall provide Client with the name, license type, and proof of insurance of any subcontractor upon Client's written request;
(c) Company shall remain responsible for the quality and timeliness of all subcontractor work as if performed by Company's own employees; and
(d) Company's subcontractors shall be bound by the same professional conduct, workmanship, and safety standards applicable to Company under this Agreement.
7.7.5 Client Objection Right
If Client has a reasonable, good-faith concern regarding a specific subcontractor proposed by Company (such as a documented safety issue, prior dispute, or other legitimate concern), Client may object in writing within three (3) business days of receiving notice of the subcontractor's assignment. Company shall consider the objection in good faith and may, at its sole discretion, propose an alternative subcontractor.
7.7.6 Subcontractor Conduct
Company shall ensure that all subcontractors conduct themselves professionally and respectfully on the project site. Client may request the removal of any subcontractor who engages in harassment, unsafe behavior, property damage, or unprofessional conduct. Company shall remove such subcontractor within twenty-four (24) hours of written request and shall assign a replacement within a commercially reasonable time.
10.1 Term
Each Agreement shall remain in effect until the Services are completed and all payment obligations are satisfied, or until earlier termination in accordance with this Section 10.
10.2 Termination for Breach
10.2.1 Right to Terminate
Either Party may terminate this Agreement if the other Party commits a material breach and fails to cure such breach within the applicable cure period specified in Section 10.3.
10.2.2 Material Breach Defined
A material breach includes, without limitation:
(a) For Client: failure to pay undisputed amounts when due (non-payment); failure to disclose known site conditions, hazards, or utilities as required by Section 6.1; failure to provide Safe and Unobstructed Access as required by Section 6.3; repeated failure to comply with Client obligations under Section 6; or any other substantial failure to perform Client's obligations under this Agreement.
(b) For Company: substantial failure to perform the Services in accordance with the applicable Service Order or these Terms; negligent or willful misconduct causing material damage; or material violation of applicable law in the performance of the Services.
10.3 Notice and Opportunity to Cure
10.3.1 Non-Payment
For Client non-payment, Company shall provide written notice of default. Client shall have ten (10) calendar days from receipt of notice to cure by paying all amounts due, including accrued interest and late charges, as set forth in Section 9.1.
10.3.2 Other Client Breaches
For all other Client breaches, Company shall provide written notice specifying the nature of the breach. Client shall have ten (10) calendar days from receipt of notice to cure the breach to Company's reasonable satisfaction.
10.3.3 Company Breaches
For Company breaches, Client shall provide written notice specifying the nature of the breach. Company shall have fifteen (15) calendar days from receipt of notice to cure the breach, subject to weather and scheduling constraints. If cure requires additional time due to circumstances beyond Company's reasonable control, Company shall notify Client of the expected cure timeline and shall proceed with Commercially Reasonable Efforts.
10.3.4 Failure to Cure
If the breaching Party fails to cure within the applicable cure period, the non-breaching Party may terminate this Agreement upon written notice and may pursue all remedies available under this Agreement and applicable law.
10.4 Survival of Obligations
Company may terminate this Agreement for convenience upon fifteen (15) calendar days' written notice to Client if:
(a) Site conditions become unsafe, impracticable, or materially different from those disclosed or reasonably anticipated, and Client has not agreed to a Change Order to address such conditions;
(b) Client has repeatedly failed to comply with access, disclosure, or coordination obligations (even if previously cured), creating a pattern of non-compliance that materially interferes with Company's operations; or
(c) Continued performance would require Company to violate applicable law, safety standards, or professional standards.
10.5 Termination for Convenience by Client
Company may terminate this Agreement for convenience upon fifteen (15) calendar days' written notice to Client if:
(a) Site conditions become unsafe, impracticable, or materially different from those disclosed or reasonably anticipated, and Client has not agreed to a Change Order to address such conditions;
(b) Client has repeatedly failed to comply with access, disclosure, or coordination obligations (even if previously cured), creating a pattern of non-compliance that materially interferes with Company's operations; or
(c) Continued performance would require Company to violate applicable law, safety standards, or professional standards.
10.6 Effect of Termination
10.6.1 Payment Obligations
All payment obligations for Services rendered and costs incurred through the date of termination shall survive termination and remain immediately due and payable.
10.6.2 Warranty
Warranty obligations under Section 11 shall apply to Services actually completed prior to termination.
10.6.3 Indemnification
Indemnification obligations under Section 12.2 shall survive termination.
10.6.4 Materials and Work Product
Upon termination, Client shall receive the benefit of all work completed and materials installed. Materials purchased but not yet installed shall remain Company's property unless Client has paid for such materials.
10.6.5 Removal of Equipment
Company shall remove its equipment, tools, and personal property from the project site within a commercially reasonable time following termination.
13.1 Company Insurance
13.1.1 Required Coverage
Company shall maintain, at its own cost and expense, the following insurance coverage during the term of each Agreement:
(a) Commercial General Liability Insurance: Minimum [one million dollars ($1,000,000)] per occurrence and [two million dollars ($2,000,000)] annual aggregate, covering bodily injury, property damage, personal injury, and completed operations;
(b) Workers' Compensation Insurance: As required by the laws of the Commonwealth of Pennsylvania, covering all Company employees performing Services; and
(c) Commercial Automobile Insurance (if Company utilizes vehicles in the performance of Services): Minimum [one million dollars ($1,000,000)] per occurrence, covering owned, hired, and non-owned vehicles.
13.1.2 Certificate of Insurance
Company shall provide Client with a certificate of insurance upon written request. Company may, upon Client's request, name Client as an additional insured under Company's commercial general liability policy solely with respect to the Services performed under the applicable Agreement.
13.1.3 Primary Coverage
Company's insurance shall be primary and non-contributory with respect to any insurance maintained by Client for the project site.
13.2 Waiver of Subrogation
13.2.1 Company Waiver
To the extent permitted by Company's insurance policies, Company waives any right of subrogation or recovery against Client for losses covered by Company's insurance, except for losses caused by Client's sole negligence, willful misconduct, or intentional acts.
13.2.2 Client Waiver
To the extent permitted by Client's insurance policies, Client waives any right of subrogation or recovery against Company for losses covered by Client's homeowner's or property insurance, except for losses caused by Company's sole negligence, willful misconduct, or intentional acts.
13.3 Other Contractors' Insurance
Company's insurance coverage extends solely to Company's own operations, employees, and subcontractors. Company's insurance does not cover, extend to, or provide any benefit with respect to the work, operations, personnel, or liabilities of any other contractor or service provider engaged by Client. Client shall ensure that all other contractors maintain their own adequate insurance coverage.
13.4 Subcontractor Insurance
Company shall require all subcontractors directly engaged by Company to maintain commercially reasonable insurance coverage, including at minimum commercial general liability and workers' compensation insurance as required by law. Company shall obtain and make available certificates of insurance from subcontractors upon Client's written request.
13.5 No Limitation of Liability
The maintenance of insurance shall not limit, reduce, or satisfy either Party's indemnification obligations or liability under this Agreement. Insurance is in addition to, and not in lieu of, all other rights and remedies available under this Agreement and applicable law.
14.1 Standard
Company shall use Commercially Reasonable Efforts to remove project-related debris and restore the project site to a neat, safe, and presentable condition at the end of each workday and upon Substantial Completion.
14.2 Included in Cleanup
Project cleanup includes the removal of:
(a) Excavated soil, old sod, removed vegetation, and replaced materials generated by the Services;
(b) Branches, clippings, and vegetation trimmings resulting from the Services;
(c) Excess materials, packaging, wrapping, and containers from installed materials;
(d) Rock, gravel, and debris displaced during excavation, hardscape installation, or grading; and
(e) Company's tools, equipment, and supplies (upon Substantial Completion or termination).
14.3 Not Included in Cleanup
The following are excluded from Company's cleanup obligations:
(a) Pre-existing debris, clutter, trash, or conditions on the property that were present before Company's Services commenced;
(b) Debris or damage caused by other contractors, third parties, or Client;
(c) Removal of contaminated soil, hazardous materials, or environmental waste, which shall require a separate scope and Change Order; and
(d) Minor residual materials as described in Section 14.4.
14.4 Minor Residuals
Minor residual materials - including small amounts of dust, fine particles, trace mulch, stray pebbles, or similar incidental residue that do not materially affect the functionality, safety, or appearance of the completed work - shall not constitute a defect, breach, or basis for withholding payment.
14.5 Client Inspection
Client should inspect the project site for cleanup issues within three (3) business days of Substantial Completion and notify Company in writing if additional cleanup is needed. Company shall return for touch-up cleanup within five (5) business days of receipt of such notice, at no additional charge, for items that fall within Company's cleanup obligations under Section 14.2.
17.1 Good Faith Negotiations
The Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, the Services, or the breach thereof through informal discussions between authorized representatives of the Parties.
17.2 Mediation Option
Before commencing arbitration, either Party may request non-binding mediation. If the Parties mutually agree to mediation, such mediation shall occur in [Your County], Pennsylvania, or such other location as the Parties may agree in writing.
17.3 Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement, the Services, or the breach thereof that is not resolved by good faith negotiations or agreed mediation shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its applicable commercial arbitration rules then in effect, except as otherwise expressly required by applicable law.
17.4 Venue
The place of arbitration shall be [Your County], Pennsylvania, unless the Parties agree otherwise in writing.
17.5 Provisional and Equitable Relief
Nothing in this Section shall prevent Company from seeking temporary, provisional, injunctive, lien-related, collection-related, or other equitable relief in a court of competent jurisdiction where necessary to preserve rights, secure payment, protect property, or prevent immediate and irreparable harm.
17.6 Judgment on Award
Judgment upon any arbitration award may be entered in any court having jurisdiction thereof.
17.7 Notice of Dispute
17.7.1 Timing
Any dispute, controversy, or claim arising out of or relating to this Agreement must be raised by written notice within the following timeframes, or the claim shall be deemed waived and barred:
(a) Warranty Claims: Within thirty (30) days of discovery, but no later than the expiration of the applicable warranty period, as set forth in Section 11.4.1;
(b) Payment Disputes: Within one (1) year of the invoice due date giving rise to the claim;
(c) All Other Claims: Within one (1) year of the date of Substantial Completion of the applicable Services, or within one (1) year of the date on which the claiming Party knew or reasonably should have known of the basis for the claim, whichever is later, but in no event more than two (2) years from Substantial Completion.
17.7.3 Condition Precedent
Compliance with the notice and timing requirements of this Section 17.7 is a condition precedent to commencing mediation, arbitration, or any other proceeding under this Agreement.
17.8 Confidentiality of Proceedings
All mediation and arbitration proceedings, including filings, testimony, evidence, and awards, shall be treated as confidential by both Parties and shall not be disclosed to any third party except as required by law, court order, or as necessary to enforce or confirm an award.
19.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties.
19.2 Modifications
Any modification must be in a written instrument executed by both Parties.
19.3 Severability
If any provision is held invalid, the remaining provisions shall remain in full force and effect.
19.4 Waiver
19.4.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.
19.4.2 No waiver of any breach, default, right, remedy, charge, fee, interest amount, payment deadline, or performance obligation shall be deemed a continuing waiver or a waiver of any prior, concurrent, or subsequent breach, default, right, remedy, charge, fee, interest amount, payment deadline, or performance obligation.
19.4.3 Notwithstanding the foregoing, Company may, in a Service Order or other written instrument applicable to a specific Agreement, expressly modify or waive certain business terms for that specific Agreement, including payment timing, deposit requirements, progress billing, final payment timing, late charges, or interest. Any such modification or waiver shall be limited solely to the specific Agreement and matter expressly identified and shall not modify any other Agreement or any remaining rights or remedies of Company.
19.5 Assignment
Client may not assign without consent. Company may assign without restriction.
19.6 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties.
19.7 Independent Contractor
The Parties are independent contractors.
19.8 Headings
Headings are for convenience only.
19.9 Survival
Provisions which by their nature should survive shall survive termination.
19.10 Notices
19.10.1 Form
All notices, demands, requests, approvals, consents, claims, and other communications under this Agreement shall be in writing.
19.10.2 Delivery Methods
Notices may be delivered by personal delivery, nationally recognized overnight courier, certified mail with return receipt requested, or email to the contact information set forth in the applicable Service Order or otherwise designated by a Party in writing.
19.10.3 Effective Date
A notice shall be deemed given:
(a) when delivered personally;
(b) one (1) business day after deposit with a nationally recognized overnight courier;
(c) three (3) business days after deposit in certified mail, postage prepaid; or
(d) upon electronic transmission by email, provided that no bounceback, delivery failure notice, or similar rejection message is received by the sending Party, and if sent after 5:00 p.m. local time, then on the next business day.
19.10.4 Operational Communications
Routine project communications, scheduling updates, billing communications, worksite communications, and other day-to-day operational communications may be sent electronically and shall be effective for operational purposes even if not sent as formal legal notice.
19.11 Attorneys’ Fees
The prevailing Party shall be entitled to recover reasonable attorneys’ fees to the extent permitted by law.
19.12 Time is of the Essence
Time is of the essence with respect to all obligations under this Agreement.
19.13 Right to Update Terms
19.13.1 General Right
Company reserves the right to amend, revise, supplement, restate, or otherwise update these Terms from time to time in its sole discretion.
19.13.2 Future Service Orders
Any updated version of these Terms shall apply to all Service Orders issued, accepted, approved, renewed, or entered into after the effective date of such updated Terms.
19.13.3 Ongoing Recurring Services
With respect to ongoing recurring, subscription, or month-to-month Services, updated Terms may apply prospectively upon prior notice to Client and after the stated effective date of the update, to the extent permitted by applicable law.
19.13.4 No Retroactive Effect on Completed Work
No update to these Terms shall retroactively alter the agreed scope, price, warranty period, or dispute status of Services that were fully completed before the effective date of such update, unless the Parties expressly agree otherwise in writing.
19.13.5 Acceptance
Client’s continued request for, approval of, payment for, or use of Services after the effective date of updated Terms shall constitute acceptance of such updated Terms to the extent permitted by law.
20.1 Privacy Policy
Company maintains a separate Privacy Policy that describes how Company collects, uses, stores, shares, and protects personal information in connection with the Services, the Website, and related business operations. The Privacy Policy is available at [insert URL] and is incorporated into and made a material part of these Terms by this reference.
20.2 Client Acknowledgment
By engaging Company, submitting a Service Order, providing personal information, or using the Company's website or digital platforms, Client acknowledges that Client has been given the opportunity to review the Privacy Policy and consents to the collection, use, and processing of personal information as described therein.
20.3 Service-Related Data
Client acknowledges and agrees that, in the course of performing the Services, Company may collect, generate, retain, and use information related to Client's property, project site, service history, communications, and account, including photographs, measurements, site assessments, project notes, and similar operational data. Such information may be used by Company for the purposes described in the Privacy Policy, including service delivery, scheduling, billing, quality assurance, business operations, and marketing, subject to applicable law.
20.4 Third-Party Service Providers
Company may use third-party service providers, platforms, and tools in connection with the Services, communications, payment processing, analytics, and business operations. Client's interactions with such third parties may be subject to such third parties' own terms and privacy policies. Company is not responsible for the privacy practices of third parties.
20.5 Communications and Marketing
Client consents to receive transactional, operational, and service-related communications as described in Section 15. With respect to marketing and promotional communications, Company shall comply with the Privacy Policy and applicable law, including providing opt-out mechanisms where required.
20.6 Updates
The Privacy Policy may be updated from time to time in Company's sole discretion. Updated versions shall be posted at the URL referenced in Section 21.1 or such other location as Company may designate. Client's continued engagement of Services after any such update shall constitute acceptance of the updated Privacy Policy to the extent permitted by applicable law.
20.7 Conflict
In the event of any conflict between these Terms and the Privacy Policy with respect to the handling of personal information, the Privacy Policy shall control solely with respect to the specific privacy-related matter at issue. These Terms shall control in all other respects.
21.1 Applicability
To the extent that the Services constitute "home improvement" work as defined under the Pennsylvania Home Improvement Consumer Protection Act, 73 P.S. § 500-1 et seq. ("HICPA"), the provisions of this Section 22 shall apply. This Section 22 applies solely to residential home improvement work performed within the Commonwealth of Pennsylvania.
21.2 Contractor Registration
Company is [registered with the Pennsylvania Attorney General's Office / exempt from registration under HICPA because [state reason, e.g., "the work constitutes landscaping maintenance not classified as home improvement under HICPA"]]. Company's registration number is [insert number], or Company's basis for exemption is [insert basis]. Company shall provide registration or exemption documentation upon Client's request.
21.3 Consumer Protection Notice
For all residential home improvement contracts valued at five hundred dollars ($500) or more, Client acknowledges receipt of the following notice, which shall also appear prominently in the applicable Service Order in at least ten-point bold type within a bordered box:NOTICE:
PENNSYLVANIA HOME IMPROVEMENT CONSUMER PROTECTION ACT
You, the buyer, may cancel this transaction at any time prior to midnight of the third business day after the date of this transaction, or the date on which you received this notice, whichever is later. If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within ten (10) business days following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be cancelled. To cancel this transaction, mail or deliver a signed and dated copy of this notice or any other written notice to [Company Name] at [Company Address] no later than midnight of the third business day after the date of this transaction.
21.4 Right of Cancellation
Client may cancel any residential home improvement Agreement within three (3) business days after the later of: (a) the date the Agreement is executed; or (b) the date Client receives the consumer protection notice required by Section 22.3. Cancellation shall be made by delivering written notice to Company at the address set forth in the applicable Service Order or in Section 22.3. Upon timely cancellation, Company shall refund all payments made by Client within ten (10) business days of receipt of the cancellation notice.
21.5 Right to Cure
Prior to exercising any remedy for alleged defective or incomplete work (other than non-payment, which is governed by Section 9 and Section 10.3), Client shall provide Company with written notice of the alleged defect and a reasonable opportunity to inspect and cure, consistent with Section 11.2 and applicable provisions of HICPA.
21.6 Non-Waiver of HICPA Protections
Client may not waive any rights or protections afforded under HICPA except as expressly permitted by statute for contracts exceeding twenty-five thousand dollars ($25,000), and only upon specific written acknowledgment executed separately from this Agreement.
21.7 Conflict with HICPA
To the extent any provision of this Agreement conflicts with the mandatory requirements of HICPA, the requirements of HICPA shall control. All other provisions of this Agreement shall remain in full force and effect.
21.8 Commercial and Non-Residential Work
This Section 21 does not apply to commercial, industrial, or non-residential work, or to work that does not constitute "home improvement" as defined under HICPA.
These Terms of Service (the “Terms”) constitute a legally binding agreement between MH Landscaping, a [State] [Entity Type] (the “Company”), and the customer identified in the applicable Service Order (“Client”). Company and Client may be referred to individually as a “Party” and collectively as the “Parties.”