Terms and Conditions | Wildflower Property Services

Terms and Conditions of Service

These Terms and Conditions of Service (“Terms”) are the only terms that govern the sale and provision of Services (as defined below) by Wildflower Property Services, Inc (“Company”). The accompanying service agreement, quote, or invoice (“Order”) and these Terms (together, the “Agreement”) comprise the entire agreement between Company and the customer (“Customer”), and supersede all prior or contemporaneous communications, understandings or agreements (whether verbal or written). Company and Customer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

These Terms prevail over, and Company expressly rejects, any of Customer’s general terms or conditions of purchase, regardless of whether or when Customer submitted its order or alternate terms. Neither the failure of Company to object upon receipt of Customer’s terms and conditions nor the fulfillment of Customer’s order will (i) constitute acceptance of Customer’s terms and conditions or (ii) serve to modify or amend these Terms. If there is any conflict or inconsistency between these Terms and those set forth in the Order, then the specific modification(s) noted in the Order will govern and control.

THESE TERMS ARE SUBJECT TO CHANGE BY COMPANY WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN ITS SOLE DISCRETION. ANY CHANGES TO THESE TERMS WILL BE IN EFFECT AS OF THE “LAST UPDATED DATE” REFERENCED ON THE COMPANY WEBSITE LOCATED AT WILDFLOWERPROPERTYSERVICES.COM/TERMS-AND-CONDITIONS-OF-SERVICE. (THE “SITE”). CUSTOMER SHOULD REVIEW THESE TERMS PRIOR TO PURCHASING ANY PRODUCT OR SERVICES THAT ARE AVAILABLE, AND CUSTOMER’S PURCHASE OF ANY PRODUCT OR SERVICES AFTER THE “LAST UPDATED DATE” WILL CONSTITUTE CUSTOMER’S ACCEPTANCE OF AND AGREEMENT TO SUCH CHANGES.

Services

Company does not provide licensed landscaping services and operates solely as a maintenance provider. During the Term (as defined below), Company shall provide landscape maintenance services as described in the Order, including but not limited to lawn mowing, trimming, fertilization, general clean-up, plant bed maintenance, shrub trimming/shaping, and seasonal clean-ups (collectively, the ‘Services’) at the location(s) identified in the Order (the “Service Location(s)”). Unless expressly set forth in an Order, this Agreement excludes watering and trash removal. Customer may request changes to the Services at any time upon written request to Company, provided that the Parties shall enter into a written amendment to the Order documenting any adjustments to the Services and resulting changes to the Fees, Service Location(s) and/or other terms prior to implementation of any such change(s). Company shall make the final determination of when specific Services are necessary at any Service Location based on industry best practices and Customer consultation. Customer acknowledges that Services may be delayed or unavailable in the event of extreme weather conditions. Company reserves the right to delay, reschedule, or stop work during such extreme conditions so as not to create unsafe working conditions for its employees and contractors.

Fees and Payment

Subject to the terms and conditions of this Section 2, and as the sole consideration for the performance of the Services under this Agreement, Customer shall pay Company all properly invoiced fees in accordance with and as set forth in the Order and/or in this Agreement (the “Fees”). Customer will be responsible for all taxes related to the Services unless and until Customer has a tax resale certificate on file with Company. Time and material fees shall be based on hours of service (rounded up to the nearest hour). Company reserves the right to adjust Fees at its discretion with at least seven (7) days’ written notice to Customer, regardless of the remaining duration of the Term (“Early Fee Increase”). (a) Invoices and Payment. Unless otherwise stated in the Order, Company will invoice Customer monthly. Customer will incur a reasonable administrative fee per invoice if it requires billing on any other schedule. Customer must submit any questions or disputes to Company in writing by emailing hello@wildflowerpropertyservices.com or text messaging (209)532-6980 within seven (7) days of the invoice date. Company will accept ACH transfers and credit or debit card payments. Customer is responsible for any administrative costs or processing fees associated with any other payment method. Unless otherwise agreed to in writing by Company, payment is due and may be auto-charged upon delivery of an invoice. Customer agrees to make full payment of all Fees upon completion of service and, unless otherwise agreed to in writing, no later than fifteen (15) calendar days from the date of Company’s invoice (“Net 15”), in U.S. Dollars. AN INTEREST CHARGE OF TWO AND ONE-HALF PERCENT (2.5%) PER MONTH OR 10 PERCENT (10%) PER ANNUM OF ANY OUTSTANDING BALANCE NOT PAID WITHIN THIRTY (30) DAYS WILL BE ADDED UNTIL PAYMENT IS MADE IN FULL; provided, however, pursuant to California Civil Code § 3289, total interest may not exceed ten percent (10 %) simple interest per annum, and any amount above that limit will be automatically reduced to the maximum rate permitted by law. Company’s receipt and acceptance of any payment less than the full amount due shall not waive any rights of Company. Company may set-off any amount due from Customer, whether or not under this Agreement, against any amount due to Customer hereunder. Customer may not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Company. All costs and expenses, including but not limited to collection fees and reasonable attorney’s fees for the collection of any overdue amount due Company, shall be paid by Customer. (b) Record Requests. Subject to the terms and conditions of this Section 2(b), Customer may request copies of Company’s records and documentation related to any Services (and resulting Fees) for a period of thirty (30) days following the date such Services and Fees are invoiced to Customer. Company has no obligation to respond to or comply with any Customer requests for records or documentation that are received at any time following this thirty (30) day request period. Customer will be charged a reasonable administrative fee at the time it submits any records request, and Company will have a reasonable period of time (not less than seven (7) calendar days) to retrieve and deliver the requested documentation to Customer.

Term and Termination

(a) Term. Unless otherwise stated in the Order, the initial term of this Agreement shall be a period of fifty-two (52) weeks commencing effective as of the date the Services are first provided at the Service Location and continuing through and until fifty-two (52) weeks thereafter (the “Initial Term”). If agreed upon by Customer after notice from the Company thirty (30) days ahead of expiration of the Initial Term, the Agreement shall automatically renew for successive fifty-two (52) week term (the “Renewal Term” and together with the Initial Term, the “Term”). If the Term is renewed for one or more Renewal Term, the terms and conditions of this Agreement during each Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any changes to these Terms (including changes in the fees in accordance with Section 2). If Customer provides timely notice of nonrenewal, then this Agreement shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in this Section 3. (b) Service Period. Notwithstanding the foregoing, Customer acknowledges and agrees that the service period(s) during which Company is obligated to perform the Services (the “Service Period”) coincides with the Term. (c) Termination. If Customer defaults in any payment when due, fails to perform any of its other obligations under this Agreement, becomes the subject of any bankruptcy or insolvency proceeding, or whenever, in Company’s discretion, there is doubt as to Customer’s financial stability, Company may, in its sole discretion and without prejudice as to its other lawful remedies, cancel or defer performance, demand immediate payment of all of Customer’s outstanding invoices or account balances (plus any additional costs, expenses, losses or damages, including without limitation, lost profits, incurred by it as a result of such cancellation, delay, default or bankruptcy), condition future performance against payment of cash in advance and/or terminate any Order or this Agreement. Upon termination of the Agreement by Company for any reason, Customer will immediately pay Company for all Services completed prior to termination. (d) Early Termination. Either Company or Customer may cancel or defer its rights or obligations under this Agreement or an Order upon giving written notice thirty (30) days prior (the “Cancellation Period”). Customer is responsible for the payment of Services previously scheduled within the Cancellation Period. Company will perform aforementioned Services unless Customer requests otherwise in writing. If Customer suspends or terminates an Order prior to the expiration of the Term, Customer will be responsible for a Fee in the amount of five percent (5%) of the remaining value of the Order in addition to the total amount of any Discounts applied to Services previously rendered as part of the Order (together, the “Early Termination Fee”). Customer is responsible for the payment of the Early Termination Fee and all Services previously scheduled to occur during the Cancellation Period, regardless of the reason for Customer’s cancellation, suspension, deferral, or inaccessibility of the Service Location(s). If Customer does not agree to an Early Fee Increase as provided for in Section 2, Company shall waive the Early Termination Fee and the Cancellation Period. If Customer fails to pay any amounts as and when due, Company may, immediately and without prejudice as to its other legal rights or remedies, stop performing Services under any Order until all amounts due to Company are paid in full (as confirmed in writing by Company). If Services are stopped due to Customer non-payment for a period of more than thirty (30) days, this Agreement and all Orders will automatically terminate (and Customer shall be liable for the resulting Early Termination Fee(s)).THE PARTIES INTEND THAT THE EARLY TERMINATION FEE CONSTITUTES COMPENSATION TO COMPANY FOR THE ADMINISTRATIVE WORK, CHANGES TO SERVICE SCHEDULES AND CANCELLATION OF THIRD PARTY CONTRACTS THAT WILL OCCUR AS A RESULT OF THE CANCELLATION AND/OR EARLY TERMINATION OF ANY ORDER, AND NOT A PENALTY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE HARM AND DAMAGE TO COMPANY’S BUSINESS OPERATIONS CAUSED BY CUSTOMER’S EARLY TERMINATION AND BREACH OF THIS AGREEMENT WOULD BE IMPOSSIBLE OR VERY DIFFICULT TO ACCURATELY ESTIMATE, AND THAT THE EARLY TERMINATION FEE IS A REASONABLE ESTIMATE OF THE ANTICIPATED OR ACTUAL HARM AND DAMAGE THAT MIGHT ARISE FROM A CUSTOMER BREACH, AND THAT CUSTOMER’S PAYMENT OF THIS EARLY TERMINATION FEE WILL BE CUSTOMER’S SOLE LIABILITY AND ENTIRE OBLIGATION TO COMPANY IN THE EVENT OF CUSTOMER’S EARLY TERMINATION OF AN ORDER.

Site Conditions

(a) Customer shall clearly mark and identify boundaries of each Service Location and shall provide Company a professional survey of the Service Location or cause the Service Location to be staked if reasonably requested by Company. Customer shall clearly mark and identify all concealed conditions on the property (including utility facilities). Customer shall notify Company of, and provide copies upon request, all relevant environmental or geotechnical studies or similar information in Customer’s possession and control regarding the Service Location(s). Customer shall be responsible for identifying and marking underground utilities before work begins. Customer shall provide Company (and its subcontractors), utility companies and other similar third parties with access to the Service Location(s) at all reasonable times so as not to impede scheduled services. (b) An express condition to Company’s performance of Services is that the Service Location(s) shall be accessible to Company’s personnel and equipment during daylight hours unless otherwise agreed upon. Customer shall communicate to Company in writing at least two (2) business days prior, the date and time of any daylight period wherein Service Location(s) will be inaccessible, or personnel will be unwelcome. Customer shall be solely responsible for taking all measures necessary to provide Company with a safe and suitable work environment, including, without limitation, any other precautions reasonably requested by Company prior to the provision of the Services. Customer acknowledges that a safe work environment is necessary for the performance of the Services and that Company may, at Company’s sole discretion, refuse to perform the Services in a work environment that it reasonably determines to be unsafe or unsuitable (including without limitation, the storage of biohazardous materials, poor site drainage, disrepair of retaining walls, cement or asphalt in walkways or parking surfaces or other site improvements at the Service Location). Company shall not be liable for any delay in the completion of or inability to complete the Services resulting from Customer’s failure to provide a suitable work environment or legally compliant site. If Company incurs any cost or expense attributable to any of the foregoing events, conditions or circumstances, such costs and expenses will be deemed “Additional Services” and billed to Customer at Company’s then-applicable hour rate(s). (c) Customer is solely responsible for ensuring that all gates, doors, and access points at the Service Location(s) are properly secured before and after Services, and for safely confining and supervising pets, livestock, and persons during and after Services. Company’s personnel may open gates or access points to perform the Services. While Company will use reasonable care to secure gates, doors of access points when entering and exiting areas within the Service Location, Company does not guarantee that any gate, door, or access point will be closed, latched, or locked after Services. Customer acknowledges that (i) the condition, alignment, or hardware of gates and latches may affect whether they remain secured; and (ii) Company shall have no liability for any escape, loss, injury, or damage involving animals, persons, or property arising out of or related to any gate, door, or access point being left open, unlatched, or unlocked, except to the extent caused solely by Company’s gross negligence or willful misconduct. At Customer’s request, Company may include specific gate instructions in the Order, but such instructions do not constitute a warranty or guarantee of outcome. (d) Pricing in the Order is based on the state of the Service Location at the time of the estimate meeting. If a Service Location has not been maintained by Customer in the state observed during the estimate meeting, Company reserves the right to refuse performance of the Services and may, in its sole discretion, re-quote the Services based on the current condition of the Service Location.

Warranties

Company represents and warrants that it shall perform the Services: (i) in accordance with the terms and conditions of this Agreement, (ii) using personnel of required skill, experience and qualifications, (iii) in a timely, workmanlike and professional manner, (iv) in accordance with all applicable laws, ordinances, rules and regulations and the highest professional and generally acceptable industry standards in the landscape maintenance industry, and to the reasonable satisfaction of Customer. COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANTY SHALL BE RE-PERFORMANCE OF THE SERVICES.

Limitation of Liability

(a) Unless directly caused by the sole negligence or willful misconduct of Company, its agents, subcontractors or representatives, Company shall in no event be liable or responsible to Customer for any damages, losses or liabilities arising from: (i) any natural causes or Force Majeure Event (as defined below); (ii) any unseen, unknown or concealed conditions in, on or about the Service Location(s) or any condition at the Service Location(s) that are not caused by the Services performed by Company; (iii) the performance of Services beyond the boundaries of the Service Location(s) if the boundaries were not properly staked or marked by Customer; (iv) use of products or performance of Services in conformance with any manufacturer directions, guidelines, warranty, standards or recommendations or otherwise in conformance with industry standards; or (v) Customer’s failure to fulfill any of its own obligations or responsibilities under the Agreement, including Customer’s responsibility to ensure Service Location(s) and any pets, livestock and persons present at Service Location(s) are secured during and after Services. (b) Customer shall indemnify, defend and hold Company harmless from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest penalties, fines, fees, costs or expenses of any whatever kind (including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers) incurred by Company relating to, arising out of or resulting from: (i) any limitations or restrictions Customer has imposed upon the performance of the Services, or rejection of Services recommended to Customer (whether in the Order or other written communication); (ii) the site conditions at the Service Location(s) (excluding those caused by Company); or (iii) Customer’s own negligence, willful or intentional misconduct or breach of the Agreement.(c) IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR ANYONE CLAIMING BY, THROUGH OR UNDER CUSTOMER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, INCLUDING, WITHOUT LIMITATION, DELAY, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer must notify Company within three (3) business days of any obvious or visible alleged damage resulting from the Services. Failure to report such damages in a timely manner shall constitute a waiver and release of claims relating thereto. Customer’s aggregate recovery from Company for any claim other than those excluded herein shall not exceed the Fees paid by Customer for the Services giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise. If, for any reason, the foregoing limitations are found by a court to be invalid or inapplicable under any applicable state or federal law, Customer agrees that Company’s total liability for all Losses of any kind or nature shall be limited to actual damages without regard to any punitive or exemplary damages provided by any applicable law.

Confidential Information

All non-public, confidential or proprietary information of Company, including, without limitation, information relating to its products, specifications, technology, designs, processes, machinery, equipment, plans, policies, procedures, employees, assets, discoveries, know-how, trademarks, patents, copyrights, trade secrets, prices, marketing, expenses, business plans, financial statements, customers and suppliers and any other proprietary business and technical information, documents or data disclosed by Company to Customer, whether disclosed orally or in writing or electronic or other form or media, and whether or not marked, designated or otherwise identified as confidential in connection with the Agreement is confidential, solely for the use in connection with the Agreement and may not be disclosed or copied unless Customer receives advance written authorization from Company. Upon Company’s request, Customer shall promptly return all documents and other materials received from Company. This Section does not apply to information that (a) is publicly available or becomes publicly available through no fault of Customer; (b) is already known to Customer at the time of disclosure; or (c) is rightfully obtained by Customer from a third party not obligated by an existing duty of confidentiality with respect to the information. Company will be entitled to injunctive relief for any violation of this Section.

Insurance

During the Term, Company shall, at its own expense, maintain and carry insurance in full force and effect which includes, without limitation, commercial general liability, umbrella and workers’ compensation with financially sound and reputable insurers. Upon Customer’s request, Company shall provide Customer with a certificate of insurance from Company’s insurer evidence such insurance coverage.

Non-Solicitation of Employees

Customer shall not solicit, hire, or otherwise engage any current or former employees of the Company for services related to the Company’s scope of business for a period of one (1) year after the termination of services.

Subcontractors

Company shall have the right to hire, and delegate its obligations under this Agreement to, subcontractors to perform the Services under this Agreement, provided that Company shall remain fully responsible for the performance of all of its obligations under this Agreement and for the performance of its subcontractors and such subcontractor’s compliance with this Agreement.

Relationship of Parties

Company is, and shall act in all respects as, an independent contractor and shall have exclusive control over the manner and method of performing the Services including the way its subcontractors perform the Services. Nothing herein shall authorize or empower either Party to assume or create any obligation or responsibility whatsoever, express, or implied, on behalf or in the name of the other Party, or to bind the other Party in any manner, or make any representation, warranty, or commitment on behalf of the other Party.

Force Majeure

For purposes of this Agreement, “Force Majeure” means any act, event or condition materially and adversely affecting the ability of a Party to perform or comply with any of its material obligations, duties or agreements required under this Agreement, if such act, event, or condition is beyond the reasonable control of the nonperforming Party or its agents relying thereon, is not the result of the willful or negligent action, inaction or fault of the Party relying thereon, and the nonperforming Party has been unable to avoid or overcome the act, event or condition by the exercise of due diligence, including, without limitation: (1) an act of God, epidemic, landslide, lightning, earthquake, fire, explosion, storm, flood or similar occurrence; (2) an act of public enemy, war, blockage, insurrection, riot, general unrest or restraint of government and people, civil disturbance or disobedience, sabotage, act of terrorism or similar occurrence; (3) a strike, work slowdown, or similar industrial or labor action; (4) a significant change in economic conditions; (5) an order or judgment (including without limitation a temporary restraining order, temporary injunction, preliminary injunction, permanent injunction, or cease and desist order) or other act of any federal, state, county or local court, administrative agency or governmental office or body which prevents a Party from performing its obligations as contemplated by this Agreement; or (6) adoption or change (including a change in interpretation or enforcement) of any federal, state or local law after the date of this Agreement, preventing performance of or compliance with the obligations hereunder. Neither Party shall be liable to the other for damages without limitation (including liquidated damages) if such Party’s performance is delayed or prevented due to an event of Force Majeure. In such event, the affected Party shall promptly notify the other of the event of Force Majeure and its likely duration. During the continuation of the Force Majeure event, the nonperforming Party shall (1) exercise commercially reasonable efforts to mitigate or limit damages to the performing Party; (2) exercise commercially reasonable due diligence to overcome the Force Majeure event; (3) to the extent it is commercially reasonable, continue to perform its obligations under this Agreement; and (4) cause the suspension of performance to be of no greater scope and no longer duration than the Force Majeure event requires. In the event of a delay in either Party’s performance of its obligations hereunder for more than sixty (60) days due to an event of Force Majeure, the other Party may, at any time, thereafter, terminate this Agreement.

Privacy and Data Protection

Company complies with the California Consumer Privacy Act (CCPA) and takes the privacy of its Customers seriously. Company collects and processes Customer data, including but not limited to contact details, payment information, and service history, solely for the purpose of providing and improving Services. Customer has the right to: request access to the personal information the Company has collected about them; request deletion of their personal information, subject to legal and contractual obligations, opt-out of the sale or sharing of personal information, if applicable. Company does not sell Customer information to third parties. Any data shared with third-party service providers is strictly for operational purposes, such as payment processing and service notifications. Customers can exercise their privacy rights by contacting the Company through the provided communication channels.

Assignment

Customer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Company.

Survival

All terms and provisions of this Agreement that should by their nature survive the expiration or termination of this Agreement shall so survive.

Governing Law; Venue; Jurisdiction

This Agreement and performance under it will be governed by and construed in accordance with the laws of the State of California, without regard to choice of law principles. Both parties agree to engage in mediation as a first step in resolving disputes before initiating legal action. Mediation shall take place in a mutually agreed-upon location within the state of California. If mediation does not resolve the dispute within 90 days, either party may proceed to arbitration or litigation in accordance with California law. Venue and jurisdiction for any action or claim arising out of or relating to this Agreement shall be in the state and federal courts located in Tuolumne County, California. The Parties consent to the venue and jurisdiction of such courts and waive any objections to such venue and jurisdiction. In the event of a dispute between the Parties, or if Company is otherwise forced to engage attorneys regarding any matter arising out of this Agreement, Company shall be entitled to recover from Customer all reasonable costs incurred including staff time, court costs, attorneys’ fees and other related expenses incurred in Company’s engagement with such attorneys.

Entire Agreement

These Terms and the Order constitute the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all previous agreements between the Parties, whether written or oral, with respect to such subject matter. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Execution

This Agreement may be executed in multiple parts counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email of a portable document format (.pdf) copy, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each Party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.

LAST UPDATED May 27, 2025