GAIL’S HORTICULTURE SERVICE TERMS

Landscape & Horticultural Services

Version 1.0
Revised October 18, 2026

These Service Terms, Version 1.0, are issued by Gail’s Horticulture LLC (“Contractor”). They become part of an agreement only when a proposal or estimate issued by Contractor (“Proposal”) expressly identifies this version, provides access to it before acceptance, and states that Client’s acceptance includes agreement to these Service Terms. “Client” is the customer identified in the Proposal. The accepted Proposal and these incorporated Service Terms together form the “Agreement.”

Unless the Proposal expressly requires further approval by Contractor, issuing the Proposal is Contractor’s offer to perform the identified Services on its stated terms. The Agreement becomes effective when Client accepts the Proposal by the method it specifies (“Effective Date”). No separate signature on these Service Terms or further countersignature by Contractor is required, except where the Proposal or applicable law requires otherwise.

The Proposal identifies the initial Services, fees, schedule, and site or sites (each a “Site”). “Commencement Date” means the date Services are scheduled to begin under the Proposal or a later Service Confirmation. Once the Agreement is formed, this same version governs later Service Confirmations that the parties authorize under this Agreement, including work at additional Sites. A Service Confirmation authorizes work; it does not, by itself, adopt a different version of these Service Terms.

Publishing revised terms does not change this Agreement or previously accepted work. Changes to its legal terms require agreement under Section 24.1. If an existing written master services agreement between the parties governs the proposed work, that agreement controls unless the parties expressly agree in writing to amend or replace it, identifying that agreement and the intended changes.

1. Parties; Definitions; Order of Precedence

1.1 Parties. “Contractor” means Gail’s Horticulture LLC. “Client” means the person or entity identified as the customer in the accepted Proposal. An authorized property manager, Site Representative, or other agent may act for Client within that person’s authority; acting as Client’s representative does not by itself make that person a party to this Agreement.

1.2 Definitions. The following terms apply throughout this Agreement:

(a) “Services” means the landscape and horticultural services that the parties authorize for any Site from time to time by one or more Service Confirmations, including maintenance or installation work only when authorized, together with any additional work authorized under Section 7. The initial Proposal is accepted as stated in the preamble; later Service Confirmations may be accepted by email or text/SMS as provided in this Agreement.

(b) “Commencement Date” means the date Services are first scheduled to begin at the Site, as agreed in the accepted proposal or a later Service Confirmation.

(d) “Service Window” means Contractor’s normal working hours and days of operation, as scheduled by Contractor.

(e) “Emergency” means a condition demanding prompt mitigation to protect life, safety, or to prevent significant property damage.

(f) “Service Confirmation” means any written or electronic confirmation by the parties (including but not limited to a signed writing, proposal accepted by email, text message/SMS, email exchange, or other written record) that identifies or authorizes specific Services. A Service Confirmation may include, but does not have to include, timing, materials, or pricing. If the parties agree that work will be performed through a Service Confirmation, then (even if that Service Confirmation does not include elements like timing, specific materials, or specific pricing) Contractor is bound to perform the Services under such Service Confirmation, unless otherwise specified in this Agreement, and Client is bound to pay for such Services according to this Agreement. Any elements such as timing, specific materials, and pricing not agreed to by the parties will be decided by Contractor in a commercially reasonable manner and in accordance with all provisions of this Agreement. A Service Confirmation is valid even if it is not attached to or incorporated into this Agreement.

(i) “Minor Extra” has the meaning in Section 7.3.

(j) “Recurring Services” include any Services agreed to in a Service Confirmation that are intended to recur monthly, weekly, annually, or at any other cadence agreed to by the parties.

(k) “Monthly Recurring Fee” is a fee associated with any Recurring Services agreed to occur during the applicable month.

(l) A fee is said to be “Associated with” a month in which the applicable Services are intended to take place.

(m) “Change Order” is an express written agreement between the parties to change specific terms of an existing Service Confirmation.

(n) “Contractor Indemnitees” means Contractor and its owners, officers, employees, subcontractors, agents, and representatives.

1.3 Order of Precedence. Subject to the existing-master-agreement rule in the preamble and any express amendment under Section 24.1, this Agreement controls as to legal terms, including payment terms, liability limits, indemnities, and dispute resolution, except for an expressly agreed payment condition recognized under Section 6.1. As to practical details for the affected work, including scope, quantities, timing, and price, the most recent mutually agreed Service Confirmation or Change Order for that work controls, subject to Section 5.2.

2. Term; Renewal

2.1 Commencement. This Agreement governs Services beginning on the Commencement Date and continuing until terminated in accordance with Section 18.

When Recurring Services are agreed to and the commencement date of the Recurring Services is not the first day of a month, the first fee will be prorated according to the percentage of the month remaining until the end of the month. All subsequent fees associated with subsequent months will be in full.

2.2 Auto-Renewal. For Recurring Services, after the initial month of services, the Parties agree that Services, and their Associated fees, automatically continue for the successive month unless either party gives a written notice of non-renewal at least ten (10) days before the next month begins. The parties may adjust any terms of service for future months by Change Order or as otherwise allowed under Section 6.9 (Pricing Adjustments).

2.3 Mid-Period Termination. Except as expressly stated in Section 18 (Suspension and Termination), the parties intend to complete Services through the end of the then-current month.

3. Services; Standards; Exclusions

3.1 Services Authorized by Service Confirmation. Contractor will perform only the Services the parties authorize for a Site by the accepted Proposal or a later Service Confirmation. Services not authorized are excluded, except for Minor Extras and Emergency Work permitted under Section 7. Details not specified in a Service Confirmation, including timing, materials, and pricing, are determined as provided in Section 1.2(f) and the applicable payment provisions of Section 6, subject to Section 1.3.

3.2 Standards of Care. Contractor will perform the Services in a good and workmanlike manner consistent with generally accepted landscape and horticultural practices and applicable safety requirements.

3.3 Exclusions. Unless the parties expressly authorize otherwise in a Change Order or Service Confirmation, Services do not include: tree removals; stump grinding; grading or drainage remediation; masonry/hardscape construction; engineered designs; permitting or governmental fees; pest or disease eradication guarantees; remediation of pre-existing defects; or work on concealed or unknown conditions.

4. Client Responsibilities

4.1 Access and Safety. Client will provide safe access to the Site (including gate codes/keys), secure pets, and promptly identify any unsafe or unusual conditions.

4.2 Utilities and Irrigation. Client will provide reasonable access to water and electrical utilities as needed and will disclose known locations of subsurface features and irrigation components. Client is responsible for water costs and compliance with watering restrictions.

4.3 Site Representative. Client may designate a representative authorized to approve schedules, changes, and any additional Service Confirmations (a “Site Representative”). Contractor may rely on any reasonable indication that a person is intended to be a Site Representative, including, without limitation, a written or oral designation by Client that the person is responsible for landscaping matters, or a course of dealing in which the person provides instructions to Contractor and Client condones or does not object to that person’s authority.

5. Scheduling; Weather; Restrictions

5.1 Service Window and Scheduling. Subject to Section 5.2, Contractor will decide optimum days and times for service visits at its sole discretion and may adjust the schedule based on weather, workload, safety, access, or logistics. Because of the nature of the Services, any times stated for a visit, any agreed visit times, or any stated or agreed number of visits are targets only and not guarantees. Additionally, weather events, unsafe Site conditions, and governmental or utility restrictions may require Services to be deferred, modified, or substituted in Contractor’s reasonable judgment to avoid damage and protect safety. Any time Contractor reschedules or adjusts Services under this Section (including changes to the number, length, or exact timing of visits), such delays and adjustments are treated as excusable, non-compensable delays and do not entitle Client to a refund, abatement, or credit, provided Contractor uses commercially reasonable efforts to maintain the general level and quality of any Recurring Services over the month.

5.2 Projected Dates. Projected commencement, service, and completion dates, and projected invoice or payment dates, are estimates unless the parties expressly identify a date as a firm commitment in an accepted Proposal or Change Order. Contractor will use commercially reasonable efforts to follow the projected schedule and communicate material changes. Projected dates do not prevent earlier invoicing under Section 6.1. A payment expressly conditioned on completion or another milestone remains subject to that condition.

5.3 Holidays and Non-Working Days. Contractor does not perform Services on federal or state-recognized holidays or other days designated by Contractor as non-working days for operational, safety, training, inventory, storm-response, or similar reasons (“Non-Working Days”). If a scheduled visit falls on a Non-Working Day, Contractor may reasonably adjust the schedule without breach or credit, provided the overall level and quality of any Recurring Services for the month is reasonably maintained.

6. Fees; Invoicing; Payment

6.1 Invoicing; Payment Upon Receipt. Contractor may invoice all or part of the authorized fees, including Monthly Recurring Fees, before, during, or after performance of the Services. Each invoice is due in full upon Client’s receipt, without an additional payment period. An invoice received before the Effective Date is due on the Effective Date. Invoice receipt is determined using the receipt rules in Section 20.4.

Projected billing or payment dates do not restrict earlier invoicing. However, an express payment condition in an accepted Proposal, Service Confirmation, or Change Order, including a provision that a balance is due upon completion or another milestone, controls over an earlier invoice unless the parties agree otherwise in writing. An invoice does not by itself change that condition or increase the authorized charges.

If a required, undisputed payment is not made when due, Contractor may delay commencement or suspend Services as provided in Sections 6.6 and 18.1. Contractor is not required to perform Services for which required prepayment remains unpaid.

If Services resume partway through a month after suspension for nonpayment, Contractor is not required to make up visits missed during the suspension unless the parties agree otherwise. Payment does not establish that Services are complete or waive Client’s rights concerning unperformed or defective Services.

6.2 Payment Methods; Application of Payments. Acceptable payment methods include ACH/bank transfer, or other methods approved by Contractor in writing. Where permitted by law, Contractor may charge a reasonable processing fee for card payments. Payments are applied first to accrued interest and fees (if any), then to the oldest outstanding charges, and then to current charges unless Contractor designates otherwise on a reasonable basis.

6.3 Payment for all Services. Except for Recurring Services billed through the Monthly Recurring Fee under Section 6.1, any Services performed under the terms of a Service Confirmation, a Change Order, any Minor Extras under Section 7.3, or Emergency Work under Section 7.4 will, unless the applicable Proposal or Service Confirmation expressly agrees otherwise, be billed on a time-and-materials basis at Contractor’s then-current rates, determined in a commercially reasonable manner, plus materials, delivery, and disposal/tipping fees.

6.4 Disputed Amounts; Undisputed Payments. Client must notify Contractor in writing of any good-faith invoice dispute within ten (10) calendar days after receiving the invoice, identifying the disputed amount and its reasonable basis. Client will pay undisputed amounts upon receipt as provided in Section 6.1; the dispute-notice period does not extend their due date. The parties will work in good faith to resolve disputed amounts. This Section does not waive any withholding right or remedy that applicable law does not permit the parties to waive.

6.5 Taxes. Client is responsible for all applicable sales, use, and similar taxes and governmental fees arising from the Services, except taxes based on Contractor’s net income. If Client claims tax-exempt status, Client must provide valid exemption documentation before invoicing.

6.6 Late Charges; Returned Payments; Suspension for Non-Payment. Any undisputed amount not received by the due date will accrue interest at 1.5% per month (18% per year) or the maximum rate permitted by law, whichever is lower. Returned payments may incur a reasonable fee. If there are undisputed amounts unpaid, Contractor may suspend Services until payment is received and may condition resumption on payment in full and/or prepayment for future work.

6.7 No Set-Off. Client will not withhold or set off amounts due except to the limited extent permitted for properly disputed amounts under Section 6.4.

6.8 Collection Costs. If requested by Contractor, Client will reimburse Contractor for reasonable collection costs for undisputed fees, including but not limited to reasonable attorneys’ fees, court costs, and/or time spent by Contractor working to collect such fees, including communicating with Client to obtain such fees.

6.9 Pricing Adjustments. For Recurring Services, Contractor may adjust base pricing effective on the first day of a future calendar month by giving Client written notice at least twenty (20) calendar days before that month begins. Client may elect non-renewal under Section 2.2. An adjustment applies only to future Recurring Services and does not change an accepted fixed price for other work unless the parties agree in writing.

7. Changes; Extra Work Authorization; Minor Extras; Emergencies

7.1 Change Orders. Material changes to scope, schedule, materials, or pricing must be authorized by a Change Order by an authorized representative of each party in writing.

7.2 No Requirement for Exhibits. Except where applicable law requires additional documents, signatures, notices, or formalities, no separately signed exhibit or attachment is required. Authorized Service Confirmations are sufficient to approve specific work details without changing the legal terms of this Agreement.

7.3 Minor Extras. To protect plant health or safety, maintain continuity of work, or avoid unreasonable disruption, Contractor may perform minor additional tasks reasonably incidental to the authorized Services (“Minor Extras”) without prior written approval, provided the combined charge for all Minor Extras at the Site during a single service visit does not exceed two hundred fifty dollars ($250), including labor, materials, delivery, disposal, taxes, and other charges. Charges above that total require Client’s prior written approval. Contractor will not divide tasks or charges to avoid the limit. Minor Extras will be itemized on an invoice and are payable under Section 6.1.

7.4 Emergencies. If an Emergency exists and Client cannot be promptly reached, Contractor may take reasonable actions to mitigate the Emergency. Emergency Work is separate from Minor Extras and is not subject to the Section 7.3 limit. Contractor will promptly inform Client of the work and itemize its reasonable charges on an invoice, payable under Section 6.1.

8. Plant Materials; No Warranty

8.1 No Plant Warranty. Contractor provides no warranty or guarantee for the viability of any plant material, whether newly installed or existing. Plant survival ultimately depends on variables beyond Contractor’s control, including weather, soil conditions, irrigation performance, Client maintenance, and more. Client is ultimately responsible for the viability of all plant materials at the Site.

8.2 Existing Conditions. Contractor provides no warranty on existing plant materials or pre-existing Site conditions.

9. Irrigation Systems (If Applicable)

9.1 Client Responsibility. Client is responsible for timely testing, repairs, and proper operation of irrigation systems, including leak repairs and component replacements, unless the parties authorize irrigation repairs through a Service Confirmation.

9.2 Programming Adjustments. Contractor may adjust irrigation controllers when reasonably necessary to protect plant health and comply with restrictions, or as authorized by Client. Client remains responsible for water usage, functionality of irrigation, and compliance with any restrictions.

10. Site Conditions; Hidden Conditions

10.1 Client Duty to Disclose. Client will provide complete and accurate information about Site conditions not readily observable, including locations of private underground lines and systems (e.g., irrigation, low-voltage lighting, pet fences, drainage), known obstructions, unusual soil or water conditions, and known structural issues. Contractor may rely on Client’s information and is not liable for costs or damages arising from errors or omissions.

10.2 Hidden or Unmarked Conditions; Underground Lines.

(a) Client releases Contractor from Client’s claims for damage to unmarked or inaccurately marked subsurface or concealed features, including private utilities, irrigation lines or heads, low-voltage lighting, pet fences, drainage pipes, undocumented cables, or other underground items not clearly disclosed, located, and marked by Client before the affected work. This limited release includes damage caused in whole or in part by Contractor’s ordinary negligence. It does not cover bodily injury or death, gross negligence, willful misconduct, or liability that applicable law does not permit Client to waive.

(b) If concealed or subsurface conditions differ materially from those reasonably anticipated or indicated by Client, Contractor is entitled to a reasonable adjustment in price and schedule via Service Confirmation or Change Order to reflect additional labor, materials, or altered methods.

10.3 Surface Conditions; Access Routes; Equipment.

(a) In the ordinary course of performing Services, Contractor’s equipment may traverse paved and unpaved surfaces to access work areas. Contractor will use reasonable care; however rutting, tire impressions, scraping, or minor edge chipping can occur, especially when soils are wet or soft.

(b) Client releases Contractor from Client’s claims for cosmetic or minor surface damage arising from reasonably necessary access described in Section 10.3(a). This limited release includes damage caused in whole or in part by Contractor’s ordinary negligence. It does not cover bodily injury or death, gross negligence, willful misconduct, or liability that applicable law does not permit Client to waive.

(c) If Site conditions make equipment access unsafe or likely to cause unreasonable damage, Contractor may postpone or modify work until conditions improve, without breach.

10.4 Hazardous or Unsafe Conditions. If Contractor encounters actual or reasonably suspected hazardous or unsafe conditions at the Site (including unstable limbs, stinging insect nests, exposed live electrical conductors, sinkholes, severely undermined pavements/walls, or similar hazards), Contractor may pause work in the affected area and secure the area to the extent reasonably practicable. Investigation or remediation is outside the scope unless separately authorized under a Service Confirmation.

10.5 Pre-Existing Defects; Structural and Drainage Issues. Contractor is not responsible for correcting or warranting pre-existing defects or design issues in Site improvements, including retaining walls, foundations, pavements, drainage systems, or grading. Contractor does not provide engineering or geotechnical services under this Agreement.

11. Access; Property Protection; Clean-Up

11.1 Access Requirements and Access Failures.

(a) Client will provide safe and reasonable access during normal working hours, including gate codes/keys, parking instructions, and security instructions. Pets must be secured away from work areas at each visit.

(b) If access is blocked, restricted, or unsafe due to Client-controlled conditions, Contractor may skip affected work for that visit or re-mobilize later.

(c) If re-mobilization is required due to Client-controlled conditions, Contractor may charge a reasonable re-mobilization fee and/or treat the additional trip as a Minor Extra. Skipped or reduced-scope visits due solely to Client-controlled access failures do not entitle Client to a refund or credit of prepaid fees.

11.2 Property Protection. Client will remove or secure movable personal property in work areas, including potted plants, hoses, and decorations, before each visit. Client releases Contractor from Client’s claims for damage to those items left unsecured in work areas. This limited release includes damage caused in whole or in part by Contractor’s ordinary negligence. It does not cover bodily injury or death, gross negligence, willful misconduct, or liability that applicable law does not permit Client to waive.

(a) Contractor is not responsible for repairing pre-existing damage, wear, or defects even if made more visible during Services.

11.3 Neighboring Property and Boundaries. Contractor will perform Services within Site boundaries as reasonably identified by Client. Client is responsible for boundary disputes and resulting costs to the extent caused by inaccurate boundary information or Client’s direction to work beyond the Site. Client is not responsible under this Section to the extent a claim or cost is caused by Contractor’s negligence, gross negligence, or willful misconduct. This Section does not waive or limit the rights of neighboring owners or other third parties.

11.4 Clean-Up; Debris and Disposal.

(a) At the conclusion of each visit, Contractor will perform a reasonable clean-up of debris generated by Contractor’s work.

(b) Contractor is not responsible for removing trash, bulk junk, construction debris, storm debris, or debris not generated by Contractor unless separately authorized as a Service Confirmation.

12. Subcontractors; Personnel

12.1 Subcontractors. Contractor may subcontract portions of the Services. Contractor remains responsible to Client for overall performance of the Services under this Agreement.

12.2 No Direct Contract; No Third-Party Beneficiaries. Nothing in this Agreement creates any contractual relationship between Client and any subcontractor or vendor, and no third party is a beneficiary of this Agreement.

13. Indemnification; Limits of Liability

13.1 Contractor Indemnity. To the extent permitted by law, Contractor will indemnify and hold harmless Client and its owners, officers, and employees from third-party claims to the extent directly arising from Contractor’s gross negligence or willful misconduct in performing the Services.

13.2 Client Indemnity. Client will indemnify, defend, and hold harmless Contractor and its owners, officers, employees, subcontractors, and agents from third-party claims, demands, damages, losses, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use, occupancy, or control of the Site; (b) pre-existing Site conditions, including hidden or hazardous conditions and the presence or release of hazardous materials not introduced by Contractor; (c) injuries or damages caused by Client’s pets, invitees, contractors, employees, or other persons at the Site; (d) boundary or property-line disputes or claims regarding work that Client directed Contractor to perform beyond the Site boundaries; and (e) Client’s breach of this Agreement or failure to perform its obligations (including access, disclosure, and payment obligations). Client has no obligation under this Section to indemnify, defend, or hold harmless any person for a claim to the extent caused by the negligence, gross negligence, willful misconduct, violation of law, or breach of this Agreement of Contractor or any other person seeking protection under this Section, or that person’s agents, employees, or persons under its control. This Section applies only to the extent permitted by applicable law.

13.3 Limitation of Liability (Cap). TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONTRACTOR AND THE CONTRACTOR INDEMNITEES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO CONTRACTOR FOR THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM FIRST OCCURRED. THIS CAP DOES NOT APPLY TO LIABILITY ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CONTRACTOR OR A CONTRACTOR INDEMNITEE, OR TO LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT THE PARTIES TO LIMIT.

13.4 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR WILL NOT BE LIABLE TO THE CLIENT FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OR USE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This exclusion does not limit: (a) either party’s indemnity obligations under this Agreement; (b) liability arising from the gross negligence or willful misconduct of Contractor or a Contractor Indemnitee; or (c) any liability or remedy that applicable law does not permit the parties to limit or exclude.

13.5 Time for Bringing Claims. Claims arising out of or relating to this Agreement are subject to the statutes of limitations and repose and the accrual and tolling rules applicable under law. This Agreement does not shorten those periods.

13.6 Property Insurance; Limited Waiver of Recovery and Subrogation. Client will maintain property insurance covering the Site and improvements in an amount and on terms commercially reasonable for the Site. For a property loss actually covered by Client’s property insurance, Client waives recovery against Contractor and the Contractor Indemnitees, including for their ordinary negligence, only to the extent the policy permits the waiver without invalidating or reducing coverage. This waiver does not cover uninsured amounts, bodily injury or death, gross negligence, willful misconduct, or liability or rights that applicable law does not permit Client to waive. Client will obtain any insurer consent or waiver of subrogation required by the policy. No waiver arises merely because insurance could or should have been maintained.

14. Lien Rights

Contractor reserves all rights and remedies available at law or in equity, including lien rights to secure payment to the extent permitted under applicable statutes.

15. Confidentiality; Site Photography

15.1 Site Photography. Contractor may take before/during/after photos or short videos of the Site and work performed for documentation, training, and marketing.

15.2 Marketing Use; Opt-Out. Unless Client opts out in writing, Client grants Contractor a perpetual, worldwide, royalty-free license to use such images or videos for Contractor’s legitimate business purposes (portfolio, proposals, website, social media, advertising, and similar uses).

15.3 Third-Party Restrictions. Client is responsible for determining and disclosing any HOA, lease, covenant, or other restrictions on photography or image use. Client will indemnify Contractor against third-party claims arising from undisclosed restrictions, except to the extent caused by Contractor’s intentional violation of restrictions that Client disclosed in writing. Client’s indemnity obligation under this Section is subject to the limitations and exclusions in Section 13.2.

15.4 Limitation. Any liability for breach of this Section is subject to the limitations of liability in Section 13.

16. Intellectual Property

16.1 Contractor Materials. All designs, planting plans, specifications, details, estimates, schedules, notes, photographs, digital files, and other materials prepared by or for Contractor in connection with the Services (“Contractor Materials”) are and will remain Contractor’s property and are not works made for hire.

16.2 Restrictions. Client will not use or permit others to use Contractor Materials to bid, design, or construct work at any other property, and will not publish or distribute Contractor Materials except incidental inclusion in photos of the completed Site, without Contractor’s written consent.

16.3 Client Materials. Client retains ownership of any pre-existing materials it provides to Contractor and grants Contractor a license to use them as reasonably necessary to perform the Services.

16.4 Survival. This Section 16 survives expiration or termination of this Agreement.

17. Non-Solicitation / No-Hire

17.1 No-Hire. To the fullest extent permitted by law, during the term of this Agreement and for twelve (12) months after the last date Services are performed at the Site, Client will not directly or indirectly solicit for employment, hire, or engage any person who is employed by Contractor or who was employed by Contractor within the prior six (6) months and who performed Services associated with Client under this Agreement, without Contractor’s prior written consent.

17.2 What Counts as Solicitation. “Solicit” includes recruiting, offering, or encouraging a Contractor employee to leave Contractor to work for or with Client, whether directly or through recruiters or agents.

17.3 Liquidated Damages. The parties agree that a breach of this Section would cause real but difficult-to-measure damages. As liquidated damages (and not as a penalty), for each individual hired or engaged in violation of this Section, Client will pay Contractor the greater of: (a) $7,500.00; or (b) thirty percent (30%) of the total compensation (wages, salary, commissions, and any bonuses) paid by Contractor to that individual during the twelve (12) months immediately preceding the individual’s last day of employment with Contractor (or, if employed for a shorter period, 30% of the individual’s annualized compensation based on the highest monthly compensation during that period). These liquidated damages are per individual hired or engaged in violation of this Section.

17.4 Injunctive Relief. Contractor may seek injunctive relief to prevent or stop violations of this Section, in addition to liquidated damages. Contractor will not recover duplicative liquidated damages and overlapping actual damages for the same violation.

17.5 Survival. This Section 17 survives expiration or termination for the duration of the non-solicitation period stated above.

18. Suspension and Termination

18.1 Suspension by Contractor. Contractor may suspend some or all Services upon written or electronic notice to Client if: (a) undisputed amounts are unpaid after the due date; (b) Site or access conditions create a material safety risk; (c) Client fails to provide reasonable access, approvals, information, or cooperation; or (d) a force majeure event makes performance unsafe, illegal, or impracticable. Suspension is not a breach. If suspension is caused by Client or Site conditions, Contractor is entitled to a reasonable extension of time and may invoice reasonable additional costs incurred as a result of the suspension, if any.

18.2 Termination by Contractor for Cause. Contractor may terminate this Agreement upon written notice if Client materially breaches this Agreement and does not cure within ten (10) days, or if Client becomes insolvent/bankrupt, or if continued performance would violate law or expose Contractor to undue safety or legal risk that cannot be reasonably mitigated. Upon termination for cause, all amounts due become immediately payable.

18.3 Termination by Client for Cause. Client may terminate this Agreement if Contractor materially breaches and does not cure within fifteen (15) days after receiving written notice describing the breach. Final charges and refunds will be determined under Section 18.5. No automatic cancellation fee or demobilization charge applies when Client validly terminates for Contractor’s material breach. This Section does not eliminate other remedies available under this Agreement or applicable law, subject to Sections 13.3 and 13.4.

18.4 Termination for Convenience; Non-Renewal. For Recurring Services, either party may elect not to renew for the next calendar month by giving written notice at least ten (10) days before that month begins. Contractor may terminate for convenience upon five (5) days’ written notice to Client. Final charges and refunds upon termination or non-renewal will be determined under Section 18.5.

18.5 Effect of Termination or Expiration; Final Accounting. Contractor has no further obligation to perform after the effective termination or expiration date. Contractor will prepare one final accounting of all payments received and amounts properly chargeable under this Agreement. Earned fees are the agreed selling price allocable to Services actually performed, including the margin included in that price. For Recurring Services, the earned portion of the Monthly Recurring Fee will be reasonably allocated to the Services performed through the effective date. The accounting may also include reasonable, documented, non-cancelable commitments properly incurred for the authorized Services before termination and not already included in earned fees. Reasonable, documented demobilization costs may be included except when Client validly terminates for Contractor’s material breach; no automatic cancellation fee or demobilization charge applies in that case. Each amount may be charged only once. Contractor will take reasonable steps to reduce these costs and credit applicable supplier refunds, returns, cancellations, and the reasonable value of materials Contractor retains for other use. Materials charged to Client and not credited will be made available to Client. Within ten (10) business days after termination or expiration, Contractor will provide an itemized final statement and refund any undisputed excess of payments over the amounts properly chargeable. Any undisputed balance payable by Client is due upon receipt of the final invoice under Section 6.1. The parties will resolve disputed amounts in good faith without delaying an undisputed refund. Provisions that by their nature should survive will survive, including payment obligations, limitation of liability, indemnities, intellectual property, confidentiality, non-solicitation, and dispute resolution.

19. Force Majeure

19.1 Force Majeure. Contractor is not liable for failure or delay caused by events beyond Contractor’s reasonable control, including severe weather, drought or watering restrictions, fire, natural disasters, epidemics/pandemics, governmental actions or changes in law, labor disputes, shortages or delays of materials/fuel/equipment, transportation disruptions, or utility outages.

19.2 Effect. Contractor’s affected obligations are suspended during the force majeure event and any reasonable recovery period. Contractor may defer, reduce, reschedule, or substitute tasks as reasonably necessary, without breach, and will use commercially reasonable efforts to maintain the overall level and quality of any Recurring Services over the month.

19.3 Extended Events. If a force majeure event materially increases the cost or difficulty of performance for an extended period, the parties will confer in good faith to adjust scope, schedule, and pricing through a Service Confirmation. If they cannot agree within a reasonable time, Contractor may limit Services to what is reasonably feasible or terminate under Section 18. Final charges and refunds upon termination will be determined under Section 18.5.

20. Notices

20.1 Written Notices. Notices required under this Agreement, including non-renewal, breach, suspension, and termination notices, must be in writing. Email and text/SMS are permitted as stated below. A telephone call, voicemail, or oral conversation alone is not a written Notice. Routine scheduling and job coordination do not require a formal Notice.

20.2 Notices to Client. Client designates as Notice destinations the email addresses and text-capable telephone numbers that Client or its authorized representative provides for the Services or regularly uses to communicate with Contractor about the work. These destinations are designated automatically, without a separate form. Contractor may send written Notices to any such destination unless Client has instructed Contractor in writing to stop using it. A Notice sent to a telephone number must be a text/SMS message. Contractor may also deliver Notices personally, by courier, or by mail to Client’s address identified in the Proposal or later designated in writing.

20.3 Notices to Contractor. Contractor’s standard Notice email is info@gailshorticulture.com. Client may also deliver a written Notice by email or text/SMS to an email address or text-capable telephone number through which Client regularly communicates with Contractor or Contractor’s personnel about the Services, unless Contractor has notified Client in writing to stop using that destination. No duplicate copy to the standard email address or delivery to a particular officer is required. This does not restrict a method of Notice that applicable law requires or expressly permits notwithstanding this Agreement.

20.4 Receipt; Contact Updates. A Notice is effective when received. An electronic Notice is received when it reaches a designated email account or text-capable telephone number in a form the recipient can retrieve; it need not be opened or read. Receipt may be shown by a reply, acknowledgment, delivery record, or other reliable evidence. Sending alone does not establish receipt if delivery fails or the sender knows the Notice cannot be retrieved. Physical Notices are received on delivery. Each party must promptly inform the other in writing when a designated contact is no longer valid or should no longer be used. Any Notice method or timing required by applicable law remains required.

21. Dispute Resolution; Governing Law; Venue

21.1 Good-Faith Resolution. The parties will first attempt in good faith to resolve disputes through discussions between authorized representatives.

21.2 Mediation. If unresolved within thirty (30) days after written notice of the dispute, either party may demand mediation administered by a mutually agreed-upon mediator in Dallas County, Texas.

21.3 Governing Law; Venue. This Agreement is governed by the laws of the State of Texas, and the parties consent to exclusive venue and jurisdiction in Dallas County, Texas, unless the parties agree in writing to binding arbitration.

21.4 Attorneys’ Fees. In any action, arbitration, mediation, or other proceeding between the parties arising out of or relating to this Agreement or the Services (including to enforce payment), the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief.

22. Independent Contractor; Assignment

22.1 Independent Contractor. Contractor is an independent contractor and not an employee, partner, or agent of Client.

22.2 Assignment. Neither party may assign this Agreement without the other’s prior written consent, which will not be unreasonably withheld; provided that either party may assign to a successor in interest in connection with a merger, sale, or corporate reorganization.

23. Electronic Communications; Acceptance

The parties agree to use electronic records, email, text/SMS, and electronic signatures for the Agreement, Service Confirmations, and Notices, subject to Section 20 and applicable law. Client accepts a Proposal by the method expressly stated in that Proposal, which may include an electronic signature or affirmative online acceptance. Merely visiting Contractor’s website does not constitute acceptance. Each party may retain and reproduce the accepted Proposal and incorporated Service Terms. Contractor will make a copy of the applicable terms available for download or provide it on request. Electronic acceptance does not waive any additional consent, disclosure, signature, retention, or delivery requirement imposed by applicable law.

24. Miscellaneous

24.1 Entire Agreement; Amendments. Subject to the existing-master-agreement rule in the preamble, this Agreement contains the parties’ agreement for the Services it governs and supersedes prior oral discussions concerning those Services. Service Confirmations may authorize or adjust scope, timing, and pricing without a separately signed exhibit. Changes to the legal terms require a written agreement by authorized representatives of both parties that expressly identifies the provisions or terms version being changed and the work to which the change applies. Email or text/SMS may document that agreement if it clearly records both parties’ assent. Publishing revised terms, sending an invoice, or continuing previously authorized work does not by itself amend this Agreement.

24.2 Severability; Waiver. If any provision is held invalid, the remainder will remain in effect. Any waiver must be in writing and is not a continuing waiver.

24.3 Survival. Provisions that by their nature should survive will survive expiration or termination, including payment obligations, intellectual property, confidentiality, indemnities, limitations of liability, non-solicitation, and dispute resolution.

24.4 Headings. Section headings are for convenience and do not affect interpretation.

24.5 Prior Work; Existing Agreements. These Service Terms do not retroactively govern Services performed before the Effective Date, change rights or obligations already accrued, ratify previously unauthorized work, or amend or replace an existing written agreement. Any different treatment requires the parties’ express written agreement identifying the affected work or agreement and the intended changes. A prior Service Confirmation, as defined in Section 1.2(f), may govern work performed after the Effective Date under this Agreement only if the parties expressly agree to that treatment.