Terms and Conditions

General Terms and Conditions

1. Term. DTE shall furnish all labor, materials and necessary equipment to maintain the grounds at Customer for a (5) five-year period commencing 2/1/2025 and ending 2/1/2030 (the “Initial Term”). The Agreement shall automatically renew for additional two (2) year periods (“each a “Renewal Term”) unless sooner terminated as provided in Section 10 herein, or if terminated by either party ninety (90) days prior to the expiration of the Initial Term or any Renewal Term.
2. Price and Payment Terms. Customer shall pay DTE $100,000.00 on a monthly basis (the “Monthly Fee”). On the twentieth (20th) day of each month, DTE shall tender to the Customer an invoice for services rendered during the current month, which shall be paid by the Customer by the first day of the following month. Customer shall not be entitled to reduce or offset any payments owed to DTE hereunder for any reason. A processing fee of 2.75% will be added to all credit transactions.
   • Late Payments; Default Any unpaid balance will bear interest at a rate of 1.5% per month (18% per year). The unpaid balance shall be determined by taking the beginning balance of the account for each month, adding any new charges and subtracting any payments made to the account. In the event payment remains past due for a period greater than ten (10) days after the due date, Company’s obligations under this Agreement will be suspended until payment is made in full. If Customer fails to cure such default within fifteen (15) days after notice of such overdue payment from the Company, the Company may terminate this Agreement by notifying Customer in writing of the termination. During any such suspension and upon termination pursuant to this Section, Customer shall be liable for the payments set forth in Section 9 applicable to a termination without cause (items (i) through (iv)). Customer shall reimburse Company for all costs and expenses reasonably incurred by Company in collecting past due amounts, including attorneys’ fees and court costs.
   • Price Increases The Monthly Fee shall increase every twelve (12) months (the “Anniversary Date”) by the greater of i) 4% or ii) a percentage equal to the percentage change in the Consumer Price Index statistics published by the United States Bureau of Labor. Comparisons shall be made using the index entitled, “U.S. City Average/All Items and Major Group Figures for all Urban Consumers” or the nearest comparable data on changes in the cost of living, if such index is no longer published. The change shall be determined by comparison of the figure for the date twelve (12) months earlier, with that of the Anniversary Date, and shall be rounded to the nearest ten (10) dollars. DTE reserves the right to increase the Monthly Fee at contract renewal or due to Force Majeure events with thirty (30) days prior written notice to Customer.
   • Fuel Surcharge Six months after commencement of the Agreement, Customer agrees to pay Company a monthly fuel surcharge to the extent the fuel price exceeds $4.00 per gallon, as reported at Florida Regular Conventional Retail Gasoline Prices. Each $0.50 incremental rise in fuel price will result in a 1% fuel surcharge (Example: If fuel price is $4.01 to $4.49 per gallon, the fuel surcharge will be 1% of the total amount invoiced). Adjustments will be applied to invoices each month, as applicable.
   • Property Evaluation and Initial Landscape Condition Prior to commencing regular maintenance services, Company will conduct a comprehensive evaluation of the property’s landscape condition. If the landscape is determined to be below the expected standard—whether due to prior contractor negligence, deferred maintenance, or lack of service—Company will present management and/or the Board of Directors with a separate proposal for initial clean-up or remediation services. If this proposal is declined, it is understood that Company will not be responsible for bringing the landscape to the expected standard at the outset of the agreement. Instead, Company will work collaboratively with management and/or the Board to develop a phased landscape improvement plan, which will address deficiencies progressively over an extended timeframe and will be subject to additional cost.
3. Indemnification. Company shall indemnify and hold harmless Customer from any and all injuries, damages, causes of action or claims to the extent they are caused by negligent or intentional acts or omissions on the part of Company, its agents, subcontractor, employees, or others acting on behalf of Company, in the performance of its obligations under this Agreement. Customer is required to notify Company within 30 days of the date Customer is notified or discovers any potential claim, cause of action, or damages potentially caused by Company.
4. Insurance. Company, for itself, its subcontractors, agents, and employees, shall maintain the following insurance coverage throughout the duration of this Agreement:
   • Commercial general liability insurance with a minimum combined single limit of liability of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and/or death and/or property damage and/or personal injury.
   • Pollution liability insurance with a limit of liability of $1,000,000 per each incident and $2,000,000 aggregate; and
   • Workers’ compensation insurance on behalf of each of its employees or laborers working on the property in accordance with all applicable laws. Company shall deliver to Customer an insurance certificate evidencing such insurance prior to the signing of this Agreement.
5. Standard of Performance. Company shall use due care, skill, and diligence in the performance of its obligations under this Agreement and shall perform all its obligations in its best workmanlike manner and in accordance with the accepted standards for professional landscape contractors in the state of Florida. All materials used in performing any obligation under this Agreement shall be of first quality and shall be used strictly in accordance with the manufacturer’s specifications.
6. Time. Time is of the essence in performing the obligations under this Agreement. In the event that performance by Company shall be interrupted or delayed by any occurrences outside Company’s commercially reasonable control, including but not limited to acts of God, inability to secure labor and/or products, and rules, regulations or restrictions imposed by any government or governmental agency, Company shall be excused from such performance for such a period of time as is reasonably necessary after such occurrence to remedy the effects thereof.
7. Independent Contractor Relationship. All work performed by Company under this Agreement shall be as an independent contractor, and in no way shall Company be considered an employee of the Customer.
8. Termination. Given the nature of the work contemplated by this Agreement, the parties acknowledge that conditions change due to the natural growing cycle, weather patterns, wear and tear of the grounds, and other causes, both foreseen and unforeseen. Company may terminate this Agreement immediately if Customer fails to cure a payment default within fifteen (15) days of receipt of notice of such from Company. Either party may terminate without cause with sixty (60) days’ prior written notice. If Customer terminates this Agreement without cause prior to end of the current term, Customer will pay to Company at time of termination notice (i) all amounts owed to date for services performed, (ii) reimbursement of any provided incentives, and (iii) an amount equal to the Fees remaining through the end of the current term. For all notices, Customer must notify Company in writing via certified mail and via e-mail to the address in section 10 Notices. In the event of any termination, all outstanding amounts through the end of the term are immediately due and Company has the obligation to perform through the end of the remaining period.
9. Notices. Any notice required to be sent to the Customer or Company under this Agreement shall be sent to the parties at the following address unless otherwise specified: DTE: Down to Earth DTEContractUpdates@down2earthinc.com 500 Winderley Place, Suite 222, Maitland, FL 32751 Phone: 321-263-2700 Fax: 352-385-7229 www.dtelandscape.com
10. Governing Law and Binding Effect; Venue. This Agreement and the interpretation and enforcement of the same will be governed by and construed in accordance with the laws of the State of Florida and will be binding upon, inure to the benefit of, and be enforceable by the parties hereto as well as their respective heirs, personal representatives, successors, and assigns. The venue for all actions arising from this agreement shall be located within the applicable Florida county of the property address. In the event of a sale, transfer, or assignment of the golf course or substantially all of the assets related to its operation, the seller shall require the purchaser or transferee to assume this Agreement in writing as a condition of closing.
11. Integrated Agreement, Waiver and Modification. This Agreement represents the complete and entire understanding and agreement between the parties hereto with regard to all matters involved in this transaction and supersedes any and all prior or contemporaneous agreements, whether written or oral. No agreements or provisions, unless incorporated herein, will be binding on either party hereto. Notwithstanding the foregoing, these terms and conditions are subject to change, and the terms and conditions in effect at the time of each new order or delivery shall be those on this website at the time of such order or delivery.
12. Litigation and Attorneys’ Fees. In the event that it is necessary for either party to this Agreement to bring suit to enforce any provision hereof or for damages on account of any breach of this Agreement or of any warranty, covenant, condition, requirement or obligation contained herein, the prevailing party in any such litigation, including appeals, will be entitled to recover from the other party, in addition to any damages or other relief granted as a result of such litigation, all costs and expenses of such litigation and reasonable attorneys’ fees.
13. Severability. Each provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision of this Agreement be for any reason unenforceable, the balance shall nonetheless remain in full force and effect, but without giving effect to such provision.
14. No Third-Party Beneficiaries. The parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto. No future or present employee or customer of either of the parties nor their affiliates, successors or assigns or other person shall be treated as a third-party beneficiary in or under this Agreement.