ArborActive LLC General Terms & Conditions

ArborActive LLC (hereinafter “ArborActive”) delivers professional tree-care and associated services to private residences, commercial entities and government agencies. The specific “Services” have been detailed in a separate Service Agreement between ArborActive and the Client, which outlines the Scope of Services, Objectives, Specifications, Timeline, and Payment Conditions. These general terms and conditions supplement the approved Service Agreement to form the complete contractual relationship between the parties.

Article 1: TREE-RELATED RISKS

1.1 Tree Risk Assessment

(a) The Client recognizes that trees on property inherently present certain risks, including the possibility of tree or limb failure. While ArborActive may identify risks associated with trees within the scope of Services and suggest risk mitigation strategies, the Client acknowledges that ArborActive cannot detect all defects or conditions that might lead to tree failure, nor can ArborActive predict how trees will respond to future environmental conditions or events. Trees may fail unexpectedly even without apparent defects or concerning conditions. ArborActive shall not bear responsibility for damages resulting from subsequent failure of any tree or tree component within or near the service area due to pre-existing structural issues or health conditions.

(b) Unless the Service Agreement explicitly includes a formal tree risk assessment for specified trees, the Client acknowledges that ArborActive is not obligated to inspect or report on risks posed by or to trees located on or adjacent to the Client’s property during the performance of Services.

(c) The Client further acknowledges that trees, as living organisms, undergo continuous changes over time. The most effective protection against tree-related risks on the Client’s property is to arrange regular inspections by a qualified arborist annually and following significant weather events to identify potential defects or hazardous conditions. Once identified, the Client should review any potential hazards and request and implement appropriate remedial actions to reduce risks.

Article 2: SERVICES

2.1 Property Ownership

The Client affirms that all vegetation and trees within the scope of Services are either owned by the Client or that proper authorization has been obtained from the owner to include such vegetation within the scope of Services.

2.2 Insurance Coverage

(a) ArborActive confirms that it maintains liability insurance for injuries or property damage occurring during the performance of Services, and that its employees are covered under applicable workers’ compensation laws.

(b) The active operations period shall be defined as commencing when work begins at the site and concluding when all work at the site is completed.

2.3 Regulatory Compliance

(a) ArborActive commits to performing Services competently and in compliance with applicable laws, regulations, and industry standards, including the American National Standards Institute’s A-300 Standards for tree care operations.

(b) The Client is responsible for securing and paying for all necessary local permits.

2.4 Site Access Requirements

(a) The Client shall provide ArborActive’s personnel, vehicles, and equipment with appropriate access during operational hours to areas where Services will be performed. The Client shall maintain clear roads, driveways, and walkways in these areas during work hours to facilitate the passage and parking of vehicles and equipment. Unless otherwise specified in the Service Agreement, ArborActive is not responsible for keeping gates closed to contain animals or children.

(b) The Client acknowledges that ArborActive bears no responsibility for damage to driveways, walkways, septic systems, wells, underground irrigation, or other surface or subsurface features resulting from the necessary movement and operation of ArborActive vehicles and equipment in service areas.

2.5 Interior Building Access

If Services require access through the Client’s residential interior or through common areas of multi-unit residential or commercial buildings, the Client confirms having proper authority to grant such access, or that appropriate authorization has been obtained from the owner to allow this access as necessary for completing the Services described in the Service Agreement.

2.6 Concealed Elements

(a) The Client acknowledges that Services may be delayed or become more costly due to elements not readily visible to ArborActive personnel (“Concealed Elements”). These may exist above or below ground and could be artificial (including irrigation systems, landscape lighting, septic components, pipes, fuel tanks, utility lines, masonry structures, or concrete elements) or natural (including rock formations or insect habitations). The Client affirms having notified ArborActive of all Concealed Elements known to exist in areas where Services will be performed.

(b) ArborActive shall not be liable for damage to any Concealed Elements that the Client fails to disclose in writing.

(c) If Concealed Elements prevent Services from continuing, the Client agrees to compensate ArborActive for all completed portions of the Services up to the point when the concealed elements became apparent and impeded further progress. The Client further agrees that if Concealed Elements prevent continuation of Services or significantly alter the costs associated with remaining Services, the remainder of the Service Agreement between the parties shall be considered void, with neither party having further obligations to the other, and a new written agreement shall be established before any additional Services are performed.

2.7 Animal Safety Considerations

The Client acknowledges that pets and other animals may be harmed by ingesting tree debris, such as sawdust, foliage, or branches, generated during service performance. While ArborActive removes sawdust and other debris created during tree work, complete elimination of every particle is unrealistic. The Client assumes responsibility for keeping pets and other animals away from areas containing service-generated debris until environmental exposure has sufficiently minimized any potential hazards to animals.

2.8 Storm Damage Restoration

The Client acknowledges that remediation of weather-related damage may result in additional damage to structures, property, or landscape features already compromised by weather events, regardless of precautions taken. ArborActive shall not be responsible for such consequential damage to structures, property or landscape features when removing or remediating trees or tree sections that have fallen onto structures, patios, decks, fences, driveways, or hardscaped areas as part of the Services.

2.9 Support Systems Installation

(a) The Client acknowledges that cables, braces, or other tree support systems are designed to reduce risks associated with structural failure by providing supplemental support to specific tree sections and, in some cases, by restricting movement of leaders, branches, or entire trees. These systems aim to mitigate potential damage from structural failures; however, such support systems cannot completely eliminate the risk of breakage or failure, and future damage remains possible.

(b) The Client acknowledges that to maintain optimal functionality of cables, braces, or tree support systems, the Client must arrange periodic inspections and maintenance by a qualified arborist, particularly following significant weather events.

2.10 Lightning Protection

(a) The Client acknowledges that lightning protection systems are designed to channel a portion of electrical energy from lightning strikes through the system into the ground, potentially reducing tree damage from lightning strikes. However, such systems cannot prevent structural damage, nor can they entirely eliminate tree damage caused by lightning.

(b) The Client acknowledges that lightning protection systems require periodic inspection and maintenance by a qualified arborist, especially following significant weather events, to maintain optimal functionality.

2.11 Recreational Tree Attachments

(a) The Client acknowledges that ArborActive recommends discontinuing use of and removing any tree houses, ropes courses, swings, or other recreational features attached to trees. Regardless of tree health or condition, such attachments may be unsuitable for intended purposes or may impose unpredictable forces on the attachment or tree, potentially causing failure and resulting in personal injury or property damage. ArborActive assumes no responsibility for consequences arising from the use of such features.

(b) The Client acknowledges that recommendations to address immediate safety concerns related to trees with attached features, such as removing dead, dying, or broken limbs that pose imminent hazards, should not be interpreted as endorsement that the tree is safe for continued use with attached recreational features.

2.12 Tree Removal and Pruning Specifications

(a) The Client acknowledges that when removing trees as part of the Services, ArborActive will cut trees approximately 12 inches from ground level. The Client understands that remaining stumps may constitute tripping hazards requiring appropriate marking by the Client. Stump removal or grinding is not included in tree removal services unless explicitly stated in the Service Agreement.

(b) For pruning services, ArborActive will develop specifications aligned with the Client’s current objectives and consistent with industry standards. Trees and shrubs typically require subsequent pruning at various intervals to maintain the Client’s goals. Based on these goals and the species, size, location, health, and growth patterns of the pruned vegetation, the Client should regularly monitor each tree or shrub and communicate future pruning needs to a qualified arborist to maintain the established plant form or objectives.

2.13 Emerald Ash Borer Infestations

(a) The Client acknowledges that ash trees or other trees infested with emerald ash borer can rapidly become extremely brittle and hazardous, and conditions may deteriorate significantly between proposal preparation and scheduled service delivery.

(b) The Client understands that if emerald ash borer-infested trees become too hazardous to safely access, climb, prune, or utilize for rigging without risking injury or property damage, that portion of the proposal shall be considered void, with neither ArborActive nor the Client bearing financial obligation for that portion of the Services. A new proposal must be created and agreed upon before work can proceed on any such infested trees.

2.14 Maintenance Programs

(a) If the Service Agreement covers ongoing tree care, landscape maintenance, or recurring plant health care programs for trees, plants, or turf areas, the Client acknowledges that such services aim to maintain plant health, vitality, and aesthetic quality.

(b) The Client understands that inspections conducted during ongoing maintenance or plant health care programs assess plant health and determine appropriate treatment recommendations based on the Client’s vegetation needs, and are not intended as safety inspections or risk assessments.

(c) The Client further understands that ArborActive neither implies nor should the Client infer that ArborActive assumes responsibility for identifying or addressing hazards or safety issues on or near the Client’s property, or conducting formal tree risk assessments during routine maintenance services.

2.15 Stump Grinding Procedures

(a) If Services include stump grinding, the Client acknowledges that grinding operations extend below ground level, potentially creating depressions that may present tripping hazards. The Client should mark such areas until grinding debris is removed and depressions are filled with soil to grade level.

(b) Unless specified otherwise in the Service Agreement, ArborActive is not obligated to remove stump grinding debris, fill grinding depressions, or restore ground areas to grade level.

(c) If tree grates or other protective features existed prior to stump removal, the Client bears responsibility for proper reinstallation of such features to prevent tripping hazards.

2.16 Root Pruning Considerations

While root pruning represents a valuable and sometimes necessary service when properly applied, it may potentially impact tree health and structural stability. ArborActive performs root pruning according to industry standards to minimize risks, but the Client acknowledges that tree health and structural integrity within the service area may nevertheless be negatively affected by root pruning performed as part of the Services. ArborActive will assist the Client in understanding associated risks before proceeding with root pruning, but the Client retains responsibility for the decision to implement root pruning.

2.17 Tree Risk Assessment and Inventory Services

(a) If the Service Agreement specifically includes Level I, II, or III Tree Risk Assessment for any trees according to industry standards, the Client understands that risk ratings and mitigation recommendations will be based on observable defects, conditions, and factors present at the time of assessment or inventory.

(b) The Client acknowledges that recommendations for risk mitigation or tree population management will conform to industry best practices and standards, but the decision to implement recommended mitigations, eliminate risk factors, or manage trees remains solely with the Client.

(c) The Client understands that all risk ratings are designed to help the Client understand potential tree or component failure likelihood, not to certify any tree or tree part as “safe” or defect-free. Consequently, the Client should not interpret trees without poor or dead condition ratings, or without likely or imminent failure potential, as “safe” or immune to failure.

(d) The Client understands their responsibility to ensure assessed trees undergo continued inspection and reassessment periodically and after significant weather events to maintain current risk information, and to update any inventory or tracking systems with changes to risk ratings or mitigation measures.

2.18 Hazardous Tree Conditions

If the Service Agreement identifies one or more trees within the scope of Services as hazardous, high or moderate risk, or recommended for removal due to safety concerns, the Client acknowledges that removing such trees would prevent future damage from tree or limb failure. If the Client requests pruning rather than removal of such trees, the Client acknowledges that while pruning may reduce immediate failure risks, it does not eliminate the possibility of future limb, stem, or root failure. ArborActive bears no responsibility for any such future failures.

2.19 Plant Health and Soil Care Treatments

(a) ArborActive affirms that plant health care and soil enhancement treatments will be performed according to industry standards for such services.

(b) The Client acknowledges that if the Service Agreement requires posting markers or notification signs on the property, such signage must remain in place for twenty-four hours or the duration specified in the Service Agreement, whichever is longer. After this period, the Client assumes responsibility for removing and disposing of the signs.

(c) ArborActive will provide the Client with all relevant product label information or safety data sheets upon request.

(d) The Client acknowledges that plant health treatments aim to reduce pest populations to acceptable levels rather than completely eradicate any insect, disease, or other pest.

(e) The Client acknowledges that soil enhancement and fertilization treatments may not achieve intended results if drought conditions or inadequate irrigation prevent vegetation from receiving sufficient water throughout the growing season.

2.20 Treatment Scheduling

(a) ArborActive will schedule all treatments during appropriate periods based on plant type, pest species, infestation severity, weather patterns, treatment objectives, and other environmental factors.

(b) If the Client requests a specific treatment date within the appropriate period, this date will be documented in the agreement. If ArborActive cannot perform services on the agreed date due to weather conditions or other unforeseeable circumstances, ArborActive will reschedule the treatment for a date acceptable to the Client.

(c) If weather conditions or other unforeseen circumstances prevent or delay treatment during periods specified in the Service Agreement, and the Client has not requested a specific date, ArborActive will automatically reschedule treatments for the next appropriate period and notify the Client accordingly.

2.21 Integrated Pest Management Approach

(a) If Services include integrated pest management, the Client understands that this approach involves plant health treatments customized to address specific needs of designated trees, shrubs, turf areas, or plants. In providing this service, ArborActive considers the Client’s objectives, priorities, budget constraints, plant materials, site conditions, pest and disease severity levels, expected outcomes, and timing requirements.

(b) The Client acknowledges that this service may incorporate one or more plant inspections to identify insect and disease concerns, sampling of specific plant materials or soil areas, consideration of plant cultural requirements, evaluation of biological control options and limitations, recommendations for site condition improvements, or application of appropriate treatments. Integrated pest management does not apply every possible control method to each plant, but rather identifies the most appropriate options for controlling and mitigating insect and disease damage to specific vegetation designated by the Client.

(c) The Client understands that during integrated pest management programs, inspections and treatments may reveal that not every plant requires specific intervention, and some plants may require no treatments throughout an entire season to maintain health and vigor if pest populations remain below action thresholds and environmental and cultural conditions remain favorable.

(d) The Client also understands that plant inspections conducted during integrated pest management programs assess plant health issues and pest population levels, not plant structural safety or stability.

2.22 Compromised Tree Health

The Client acknowledges that trees in poor health or severe decline may respond unpredictably to recommended plant health care or soil enhancement treatments, and ArborActive cannot guarantee prevention of further deterioration or mortality in such cases.

2.23 Fruit Reduction Applications

If Services include fruit-reduction treatments (including olive-reduction), the Client acknowledges that while ArborActive takes measures to minimize treatment product contact with surrounding and underlying vegetation, some contact may occur and potentially damage or kill understory plants. ArborActive assumes no liability for such collateral damage.

2.24 Fruit Tree and Crop Management

If Services include plant health treatments to reduce pest damage to fruit trees or crops, the Client bears responsibility for designating which fruit trees or crops to treat. The Client acknowledges that such treatments cannot completely eliminate pests, may not increase crop yield or value, and may not prevent plant mortality.

2.25 Tick, Mosquito, and Biting Insect Control

The Client acknowledges that if the Service Agreement includes treatment programs to reduce ticks, mosquitoes, or biting flies, such treatments can only reduce pest populations, not eliminate them entirely or prevent such pests from biting, stinging, or entering treated areas.

2.26 Termite and Wood-Destroying Organism Control

(a) The Client acknowledges that if the Service Agreement includes treatments for Formosan termites or other wood-destroying organisms in trees, such treatments cannot protect against present or future damage to structures on the property, nor reverse existing structural damage.

(b) If Formosan termites or other wood-destroying organisms are present on the property, ArborActive recommends that the Client engage a qualified structural inspector to examine buildings for termite or wood decay organism presence, assess any damage, and provide appropriate recommendations for treatment, mitigation, or repair.

2.27 Nursery Plant Protection

If Services include treatments to mitigate pest damage to nursery stock, the Client bears responsibility for designating which plants require treatment. The Client acknowledges that such treatments cannot completely eliminate pests, may not increase plant value, and may not prevent plant mortality.

2.28 Multiple Contractor Coordination

The Client acknowledges that if trees within the scope of Services were recently installed or are being maintained by other contractors, or if other contractors will be providing water or other services to vegetation within the scope of Services, plant response to ArborActive treatments may be unpredictable, and ArborActive cannot assume responsibility for the health of such plants.

2.29 Cone and Seed Pod Hazards

The Client acknowledges that large cones or seed pods on certain tree species can detach and fall without warning, creating hazards to people and property. If the Client’s property includes trees that produce large, heavy cones or seed pods, and the Client does not wish to remove such trees, ArborActive recommends that the Client restrict access to areas beneath and surrounding these trees when possible, post appropriate warning signage, remain aware of falling cone hazards, and arrange annual inspections to remove observable cones when possible to reduce potential damage from falling cones.

2.30 Snow Management

(a) If Services include snow removal, the Client acknowledges that snow and ice conditions on roofs and structures vary based on accumulation rates, distribution patterns, and weather exposure. When removing snow, ArborActive aims to reduce snow and ice load, not achieve complete removal. The Client acknowledges that in most cases, existing snow will only be removed to within several inches of roof surfaces or ice layers, and remaining snow and ice may still cause damage.

(b) ArborActive assumes no responsibility for damage during snow removal resulting from undisclosed Concealed Elements.

(c) The Client acknowledges that snow removal from previously damaged structures or landscape features may cause additional damage despite careful work practices. ArborActive shall not be responsible for further damage to previously damaged structures or landscape features from which ArborActive removes snow as part of the Services.

2.31 Lighting Installation

If Services include installation of lights or lighting equipment, the Client must provide the lighting equipment and specify installation locations. ArborActive assumes no responsibility for lighting equipment performance or safety. The Client must engage a licensed electrician to inspect lighting equipment for proper function, safety, and code compliance. ArborActive shall not be liable for damage during installation or removal of lighting equipment to structures (including gutters, decking, and patios) or landscape features (including trees and plants).

2.32 Protective Coverings

The Client acknowledges that ArborActive’s placement or adjustment of tarpaulins over damaged structures may not prevent additional damage to structures and contents, and tarpaulins may not remain secure during subsequent weather events despite proper installation. ArborActive assumes no responsibility for damage to structures or contents occurring after tarpaulin placement or adjustment. The Client acknowledges that structures requiring tarpaulin protection should be promptly evaluated by appropriate roofing or water restoration professionals for damage assessment and necessary repairs.

2.33 Fire-Damaged Vegetation

(a) Regardless of species, fire-exposed trees may sustain structural damage beyond visible external injury. Fire can cause internal cracking and brittleness affecting structural integrity, exacerbate existing defects, destabilize root systems, and compromise overall health, increasing vulnerability to disease and pest infestation. Fire damage effects are unpredictable and difficult to assess completely. ArborActive shall not be liable for personal injury or property damage resulting from services performed on fire-damaged trees within the scope of Services.

(b) The Client acknowledges that fire-exposed trees and shrubs should undergo periodic professional inspection by qualified arborists for fire damage assessment.

2.34 Service Cancellation

If the Client cancels or reduces Services after work commencement, the Client shall compensate ArborActive for all completed service components and all reasonable expenses incurred by ArborActive in preparation for remaining Services.

2.35 Payment Terms

The Client shall remit payment upon receipt of ArborActive’s service invoice. Any amount remaining unpaid 30 days after invoice date or any period specified in the Service Agreement, whichever is longer, shall accrue interest at 1.5% monthly (18% annually) or the maximum legally permissible rate, whichever is lower, as a service charge. The Client shall reimburse ArborActive for any expenses (including legal fees and court costs) incurred in collecting amounts owed under the Service Agreement.

Article 3: DISPUTE RESOLUTION

3.1 Arbitration Process

(a) As the exclusive method for initiating adversarial proceedings to resolve any dispute arising from or related to the Service Agreement or ArborActive’s service performance, either party may demand resolution through arbitration administered by the American Arbitration Association under its commercial arbitration rules, and each party hereby consents to such dispute resolution method. Any arbitration initiated under this section shall be conducted by a single arbitrator. Judgments on awards rendered in arbitration may be entered in any court of competent jurisdiction. The parties further agree that arbitrability of any dispute shall be determined by an arbitrator, not by courts.

(b) The arbitrator shall not award punitive damages exceeding compensatory damages. Each party hereby waives rights to recover such damages in arbitration.

3.2 Liability Limitations

ArborActive’s maximum liability for losses incurred by the Client arising from the Service Agreement or ArborActive’s service performance shall not exceed the amount paid by the Client for the Services, except in cases of negligence or intentional misconduct by ArborActive.

Article 4: ADDITIONAL PROVISIONS

4.1 Client Responsibilities

(a) The Client bears responsibility for maintaining the Client’s trees, shrubs, and turf areas and for all decisions regarding whether or when to prune, remove, or perform other tree work on each tree, and all decisions concerning the safety of each tree, shrub, and turf area.

(b) Nothing in this Agreement establishes an ongoing duty for ArborActive to provide safety maintenance or inspections on or around the Client’s property. The Client bears responsibility for ensuring the safety of trees and landscape features, and for taking appropriate actions to prevent future tree or component failures, or to address any hazardous conditions that exist or may develop.

4.2 Third-Party Legal Proceedings

The Client acknowledges that ArborActive prepared the Service Agreement solely to help the Client understand service scope and associated costs. If a court subpoenas ArborActive’s records or requires ArborActive personnel to testify regarding the Service Agreement or Services in proceedings to which ArborActive is not a party or for which ArborActive has not agreed to provide expert testimony, the Client shall compensate ArborActive at the rate of Two Hundred dollars ($200.00) per hour for time spent by ArborActive representatives collecting and submitting documents for such proceedings and attending depositions or providing testimony.

4.3 Communication Protocol

For notices or communications under the Service Agreement to be valid, they must be in writing and delivered (1) by hand, (2) by a national transportation service (with all fees prepaid), or (3) by email. If a notice or communication addressed to a party is received after 5:00 p.m. on a business day at the location specified for that party, or on a non-business day, the notice shall be deemed received at 9:00 a.m. on the following business day.

4.4 Modifications and Waivers

No modification of the Service Agreement shall be effective unless documented in writing and signed by all parties. No waiver under the Service Agreement shall be effective unless documented in writing and signed by the waiving party. A waiver granted in one instance shall not operate as a waiver in other instances.

4.5 Priority of Terms

If these terms conflict with other portions of the Service Agreement, the other portions shall prevail. If these terms conflict with any client documentation, terms, or purchase orders, the Service Agreement and these terms shall prevail.

4.6 Complete Agreement

The Service Agreement incorporating these terms constitutes the entire understanding between the parties regarding ArborActive’s performance of the Services and supersedes all other agreements between the parties, whether written or verbal.