Terms of Service for Snow and Ice Management

By accepting our proposal and contracting services with Clean Cut Landscaping LLC (Clean Cut), you have agreed to these terms of service and will comply with them throughout your relationship with Clean Cut Landscaping LLC. This is an agreement between Clean Cut Landscaping LLC referred to as the contractor and/or we and you referred to as the client and/or you. Contractor and client hereby promise and agree to the following: The contractor agrees to provide the services as agreed and the client (you) agrees to pay the charges specified herein.

These Terms and Conditions for Provision of Snow Services (“Terms”) are the only terms that govern the sale and provision of Services (as defined below) by Clean Cut. The accompanying service Specifications and these Terms (together, the “Agreement”) comprise the entire agreement between Clean Cut and the client and supersede all prior or contemporaneous communications, understandings or agreements (whether verbal or written). Clean Cut and Client are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

These Terms prevail over any of Client’s general terms or conditions of purchase regardless of whether or when Client submitted its order or alternate terms. Neither the failure of Contractor to object to Client’s terms and conditions nor the fulfillment of Client’s order will (i) constitute acceptance of Client’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 Specification, then the specific modification(s) noted in the Specification will govern and control.

The term of this Agreement shall be for one year from the date of acceptance. The agreement will be automatically extended and renewed on each anniversary date, excluding changes in pricing or the client’s expansion of the scope of service. Clean Cut Landscaping LLC reserves the right, in its sole discretion, to implement annual price increases due to inflation, cost of goods and services, or other economic factors. We offer and recommend each new client enroll in the Auto-Pay program. The credit card or e-check will be billed on the 1st of every month. 

Customer acknowledges and agrees that the service period(s) during which Clean Cut is obligated to perform the Services (the “Service Period”) starts November 1st and ends April 15th during each year of the Term.

The following is to serve as required specifications and to provide guidance in the maintenance of the areas which fall under the Maintenance and Operation Contract.

(a) Services. During the applicable Service Period(s) (as defined below), Clean Cut shall perform the services described, which generally consist of snow plowing, snow removal, de-icing, and ice control services (collectively, the “Storm Services”) for Client, at the location(s) identified in the above (the “Service Location(s)”). Unless otherwise specified, Contractor shall perform the Services as follows:

(i) Snow Plow Specifications: Services will commence upon the occurrence of certain weather conditions or reaching the trigger amount of 2” accumulation during a snow/ice storm event, as is specifically agreed upon (unless Contractor deems it necessary to begin providing Services prior to reaching such trigger amount), and will continue to take place on a reasonable basis throughout each snow/ice storm event. Plowing during snow/ice events will include main lanes in such parking lots, entrances and loading docks, and snow will be pushed to designated areas at the Service Location as agreed upon by Clean Cut Landscaping LLC and Client notated on the attached site map. Final lot clearing will be completed within 6 hours of the completion of each snow/ice event. De-icing materials will be applied at our discretion with regards to safety before, during and after storm completion.

(ii) Snow Shoveling Specifications: Services will take place on a reasonable basis throughout each snow event of such portions of the Service Location as are designated in the site map attached such as but not limited to hydrants, mailboxes, steps, trash refuse, walks. Final cleanup of shovel areas will be completed within 6 hours of the completion of each snow/ice event. De-icing materials will be applied at our discretion with regards to safety before, during and after storm completion.

(iii) Timing of Services: The Services specified will commence in a reasonable manner and in a reasonable time frame based on industry standards. For purposes of this paragraph, “reasonable” is not defined as immediately upon reaching the “trigger depth” of accumulation. Client acknowledges that Contractor must balance the different and varying needs of its customers and Contractor has a method in which it begins snow operations.

(b) Equipment and Materials. Clean Cut shall provide all necessary and adequate personnel, materials (including, without limitation, all salt and de-icing materials), tools, equipment and vehicles (including, without limitation, snow plows, skid loaders, trucks and shovels) necessary to perform the Services at the Service Location(s). Client acknowledges that product and material shortages or other circumstances beyond Clean Cut’s reasonable control may require Contractor to make material/substance substitutions and/or modifications, including without limitation the addition or separate use of grit and sand during icing conditions. Unless otherwise specified, the Services do not include clean-up of sand or de-icing material (which may be contracted for separately). Clean Cut reserves the right to add or pass-through any surcharges that it incurs on de-icing materials due to shortage or shipment from other markets.  

(c) Determination of Accumulation and Threshold. Client understands that snow/ice accumulations may vary throughout a region and that drifting snow may necessitate Services for a particular Service Location, regardless of the total snowfall totals. Client understands this agreement has a Threshold of 45” and/or 12 storm events. Storm services above stated threshold are additions to this contract and paid on a per event basis. Clean Cut will utilize Weather Works, an independent weather-service for forecasts, accumulation of total snow fall accumulation and reports. The information from such reports will be compared with on-site inspection of conditions and will also be used to determine total accumulation. In any storm event, Clean Cut shall make the final determination of when Services are necessary at any Service Location.

(i) Pricing on a Per Event Basis (if Threshold is Exceeded)

 0-4” $600.00 (plus tax)

 4.1-8” $900.00 (plus tax)

 8.1-12” $1350.00 (plus tax)

 Each inch above 12” in addition to above charge shall be $125.00

(d) Extreme Weather Conditions. Client acknowledges that Services may be delayed or unavailable in the event of extreme weather conditions (such as blizzard type conditions or temperatures or wind chill factors below -20ºF). Contractor reserves the right to delay or stop work during such extreme conditions so as not to create unsafe working conditions for its employees and contractors. Client further acknowledges that excessive snow accumulation may result in the loss of parking spaces and/or reduce driving areas in, on and about the Service Location. Any requests for snow relocation within the Service Location or removal of snow from the Service Location will result in additional charges.

(e) Site Conditions. An express condition to Clean Cut Landscaping LLC’s performance of Services is that the underlying Service Location(s) shall at all times be adequately maintained by Client without defects and accessible to Contractor’s equipment and materials.

(i) Client shall be solely responsible for any damage, injury, or accident that is the result of or to damaged or worn parking lots or sidewalks or defects in them. Client shall also be solely responsible for taking any and all measures necessary to provide Clean Cut with a safe and suitable work environment, including, without limitation, any safety precautions reasonably requested by Clean Cut prior to the provision of the Services. Client acknowledges that a safe work environment is necessary for the performance of the Services and that Contractor may not be able to complete, or may refuse to perform the Services in at a Service Location that it reasonably determines, in Clean Cut’s sole discretion, to be in otherwise adequately maintained, unsafe or unsuitable (including without limitation, poor site drainage, disrepair of cement or asphalt in walkways or parking surfaces, or melting or falling snow or ice from building overhangs, roof drains or awnings). Clean Cut shall not be liable for any delay in the completion of or inability to complete the Services resulting from Client’s failure to provide a suitable work environment or legally compliant site.

(ii) Notwithstanding anything to the contrary herein, Clean Cut will not clear snow, salt or de-ice, or otherwise perform Services, within three (3) feet of any parked vehicles, equipment or other obstructions in parking lots, drives or other areas being cleared. Client must move obstructions from the Service Location(s) prior to Services being completed. Contractor shall not be liable for any delay in the completion of or inability to complete the Services as a result of certain areas of the Service Location being blocked by parked vehicles, equipment or otherwise inaccessible or obstructed.

Contractor agrees and states that it has sufficient Auto and General Liability Insurance with General Aggregate amounts of $1,000,000/$2,000,000 per occurrence, as well as a $5,000,000 liability excess umbrella. Contractor certifies that it has proper workers' compensation coverage required by the state for all employees and the owner unless the owner has a waiver from the State Workers' Compensation Commission. This agreement which includes a “Description of Service”, a “Site Map” and the “Terms of Service” serve as the entire agreement between both parties. Clean Cut Landscaping LLC is not responsible for loss related due to “Acts of God” (such as freeze, hurricane, flooding, drought, tornado, hail, rain, etc.). We are not responsible for damage to property from loss of control of vehicles, contractors not subcontracted directly by Clean Cut Landscaping LLC, or other actions not directly caused by Clean Cut Landscaping LLC. Upon Client’s request, Clean Cut shall provide Client with a certificate of insurance from Clean Cut’s insurer evidence such insurance coverage. Client will fully cooperate with Clean Cut and its insurance company related to the investigation and pursuant of recovery with respect to any claims arising under this Agreement, including without limitation, providing prompt and complete access to and/or copies of Client’s video surveillance and accident reports.

Contractor and Client agree to indemnify and hold harmless each other for any kind of claims, liabilities or lawsuits that may arise due to the intentional acts, omissions or negligence of the acting party. This indemnification and hold harmless not only includes paying for any settlements or judgments that may be brought against the non-acting party, but also for providing and paying for legal counsel.

Client may request copies of Contractor’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 Client. Clean Cut Landscaping LLC has no obligation to respond to or comply with any Client requests for records or documentation that are received at any time following this thirty (30) day request period. Client will be charged a reasonable administrative fee at the time it submits any

All work is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from the above specifications must be made in writing and may become an extra charge over and above the amount stated herein. This agreement is contingent upon delays beyond our control. Client agrees to pay for all work as set forth above. If the client defaults, client agrees to pay for all costs of collection including reasonable attorney fees, in addition to other damages incurred by contractor. A 1.5% per month service charge will be assessed for all payment not paid within 30 days of invoice presentation. 

 If Client 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 Clean Cut’s discretion, there is doubt as to Client’s financial stability, Clean Cut may, in its sole discretion and without prejudice as to its other lawful remedies, cancel or defer performance and/or demand immediate payment of all of Client’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 this Agreement.

Client may not cancel or defer its rights or obligations under this Agreement or any Order unless expressly agreed in advance in writing by Clean Cut. If Client cancels or terminates this agreement prior to the expiration of the Term, Client will be responsible for an early termination fee in the amount equal to the greater of (i) $500 or (ii) ten percent (10%) of the remaining value of the agreement through the end of the current season (which amount will be determined by Clean Cut based upon the documented seasonal snowfall at the Service Location(s)) (the “Early Termination Fee”). If Client fails to pay any amounts as and when due, Clean Cut may, upon seven (7) days written notice and without prejudice as to its other legal rights or remedies, stop performing Services under any agreement until all amounts due to Clean Cut are paid in full (as confirmed in writing by Clean Cut). If Services are stopped due to Client non-payment for a period of more than thirty (30) days, this Agreement will automatically terminate (and Client shall be liable for the resulting Early Termination Fee(s)).

THE PARTIES INTEND THAT THE EARLY TERMINATION FEE CONSTITUTES COMPENSATION TO CLEAN CUT LANDSCAPING LLC FOR THE ADMINISTRATIVE WORK AND CHANGES TO SERVICE SCHEDULES 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 CLEAN CUT’S BUSINESS OPERATIONS CAUSED BY CLIENT’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 CLIENT BREACH, AND THAT CLIENT’S PAYMENT OF THIS EARLY TERMINATION FEE WILL BE CLIENT’S SOLE LIABILITY AND ENTIRE OBLIGATION TO CLEAN CUT IN THE EVENT OF CLIENT’S EARLY TERMINATION OF AN AGREEMENT.

Clean Cut Landscaping LLC 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 the highest professional and generally acceptable industry standards in the snow-removal industry, and to the reasonable satisfaction of Client. All Services are deemed to be satisfactory unless Client notifies Clean Cut by phone at 203-481-5680 or writing at [email protected] within twenty-four (24) hours of the performance of such Services.

Nothing in this Agreement shall constitute an agreement, commitment or guarantee by Clean Cut to obtain and/or maintain at any time a 100% snow-free or ice-free environment at the Service Location(s). Based on temperatures and type of precipitation, it will take varying amounts of time for de-icing and snow melt materials to have effect and mitigate conditions. The use of salt or other de-icing material is meant to expedite the process of melting ice and snow in target areas. Its application may not provide instant or complete attainment of these goals and will be affected by such variables such as air/ground temperature and moisture content of precipitation (among others). Client acknowledges that snow plowing, snow removal and de-icing may not clear a particular area to “bare pavement” and that slippery or dangerous conditions may continue even after performance of the Services hereunder. Slip, trip and fall hazards or conditions may be present or remain before, during and after Clean Cut has performed the Services required under this Agreement. Clean Cut will not be liable for any “slip and fall” claims that occur during a “storm in progress” and assumes no liability with respect to naturally occurring hazardous conditions, including without limitation, those that result from melting and refreezing conditions, and Client will indemnify, defend and hold harmless Clean Cut for any and all Losses (as defined below) arising from third party claims that relate to or result from these naturally occurring conditions. It is Client’s responsibility to immediately contact Clean Cut at 203-481-5680 if it has concerns regarding the performance of the Services or the current conditions at any Service Location.

 
Unless directly caused by the sole negligence or willful misconduct of Clean Cut, its agents, subcontractors or representatives, Clean Cut shall in no event be liable or responsible to Client for: (i) any damage to plant material or turf/grass caused by de-icing products; (ii) any damage to turf/grass caused by Clean Cut’s mechanical equipment (including without limitation snowplows and shovels), except that Clean Cut shall repair such damage with topsoil and seed only; (iii) any spalling or flaking of concrete surfaces or any scratches, scrapes, nicks or gouges (or other similar types of damage) to curbs, drive lanes, gutters, concrete protrusions or speed bumps or other unknown or unmarked objects or items at the Service Location(s); (iv) Client’s inadequate maintenance of, or the existence of unsafe or unsuitable conditions at, any Service Location (including without limitation, poor site drainage, disrepair of cement or asphalt, or unsafe conditions resulting from melting or falling snow or ice from building overhangs, roof drains or awnings); (v) lack of storage space for snow, loss of parking spaces and/or reduced driving areas at the Service Location; (vi) Client’s failure to notify tenants that their property, illegally parked vehicles and/or loose items located at the Service Location(s) may be damaged by Clean Cut’s performance of the Services hereunder; or (vii) the negligent acts or omissions or more reckless conduct of any other third parties in, on or about the Service Location.

Clean Cut will not be responsible for, and Client shall indemnify, defend and hold Clean Cut harmless from, any losses, damages (including any property damage or bodily injury), 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) (collectively, “Losses”) incurred by Clean Cut relating to, arising out of or resulting from: (i) any limitations or restrictions Client (or its duly appointed agent) has imposed upon the performance of the Services or Client’s (or its duly appointed agent’s) refusal or rejection of Services offered by Clean Cut to Client (whether in the Agreement or other written communication); (ii) the site conditions at the Service Location(s) (excluding those caused by Clean Cut); or (iii) the acts, omissions or negligence of any pedestrians, motorists or other third parties in, on or about the Service Location(s). Client assumes all liability with respect to and for any period during which Services are or were limited, restricted, refused and/or rejected.

 Client must notify Clean Cut in writing at [email protected] (i) within 24 hours of Client becoming aware of any alleged slip and fall or other personal injury that occurs in, on or about the Service Location (and provide reasonably detailed supporting documentation), (ii) within 72 hours of any obvious or visible alleged damage resulting from the Services, and (iii) no later than May 1st of each calendar of any alleged damage that resulted from the Services but was not reasonably apparent until after all snow and ice was melted from the Service Location. Failure to report such alleged injuries or damages in a timely manner shall constitute a waiver and release of claims relating thereto. To the extent Clean Cut is responsible for the repair any damage in, on or about a Service Location under this Agreement, Clean Cut shall have the sole right and obligation to coordinate the completion of such work promptly following receipt of notice thereof; provided, however, that Client may, following immediate notice to Clean Cut, complete, or contract for the performance of, any repair work if the damage creates an emergency situation. Clean Cut shall not be liable to Client for the cost of (i) any non-emergency repairs performed by or on behalf of Client, or (ii) any repair work that is completed without Clean Cut’s prior review of a written quote and written approval thereof.

IN NO EVENT SHALL CLEAN CUT BE LIABLE TO CLIENT 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, EVEN IF CLEAN CUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT’S AGGREGATE RECOVERY FROM CLEAN CUT FOR ANY CLAIM OTHER THAN THOSE EXCLUDED HEREIN SHALL NOT EXCEED THE FEES PAID BY CLIENT 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, Client agrees that Clean Cut’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.

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

Clean Cut 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 manner in which 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.