Terms & Conditions

These Terms and Conditions ("Terms and Conditions") govern all services provided by Seattle Tree Care ("Seattle Tree Care") to the customer, property owner, or authorized agent requesting or authorizing such services (the "Authorizing Party"). By accepting a Proposal or authorizing work, the Authorizing Party agrees to these Terms and Conditions, which are incorporated into and form part of the parties' agreement.

1) DEFINITIONS.

Unless otherwise defined in the Proposal, arboricultural terms, pruning definitions, and work specifications used in these Terms and Conditions shall be interpreted in accordance with the most current version of the ANSI A300 Tree Care Standards. For the purposes of these Terms and Conditions:

a) DSH (Diameter at Standard Height): means the tree trunk diameter measured at 4.5 feet above grade.

b) Crown: means the branches and foliage of a tree.

c) Proposal: means the estimate, quote, work order, service proposal referenced herein, or any other written document issued by Seattle Tree Care describing the services, work specifications, pricing, and related project terms.

d) Services: means the tree care, arboricultural, plant health care, consulting, inspection, risk assessment, permitting assistance, and related services described in the applicable Proposal.

e) Tree Inspection: means a visual assessment of tree health, structure, and/or condition intended to assist with tree management decisions.

f) Tree Risk Assessment: means a systematic evaluation of tree-related risk performed in accordance with applicable industry standards.

g) Site Assessment: means an evaluation of site conditions that may affect tree management or work operations.

2) PROPOSAL.

a) Proposal; Limited Purpose of Observations. The Proposal is prepared for the limited purpose of describing the Services, work specifications, project assumptions, and pricing. Except where Seattle Tree Care expressly agrees in writing to provide a Tree Risk Assessment or similar professional assessment, any inspections, observations, site visits, evaluations, or recommendations made in connection with the Proposal or Services shall not be construed as a Tree Risk Assessment, Site Assessment, guarantee of tree safety, or opinion regarding the likelihood of future tree failure. Inspections performed in connection with the Proposal are not intended to constitute a comprehensive Tree Risk Assessment unless expressly identified as such.

b) Proposal Validity. The Proposal is valid for thirty (30) days from the date issued. Because tree conditions, site conditions, regulatory requirements, costs, and scheduling considerations may change over time, Seattle Tree Care reserves the right to modify the scope of Services, recommendations, work specifications, pricing, and scheduling assumptions after expiration of the Proposal.

3) ACCEPTANCE OF PROPOSAL.

The Authorizing Party may accept the Proposal by signing the Proposal, providing written or electronic approval, authorizing Seattle Tree Care to proceed with the Services, submitting a deposit, or otherwise requesting that the Services commence. Any such acceptance constitutes the Authorizing Party's acknowledgment that it has reviewed and agrees to be bound by the Proposal and these Terms and Conditions, which together form the parties' agreement.

4) SERVICES.

a) Professional Standards and Safety Practices. Seattle Tree Care will perform the Services in a professional and workmanlike manner consistent with generally accepted arboricultural practices. Seattle Tree Care will conduct its operations in accordance with applicable law and generally accepted arboricultural safety practices, including the current versions of ANSI A 300 and ANSI Z133, as applicable to the Services being performed. In performing the Services, Seattle Tree Care will utilize commercially reasonable work methods, equipment, rigging practices, and protective measures designed to reduce impacts to trees, lawns, landscaping, structures, pavement, utilities, and other property improvements whenever reasonably practical. The Authorizing Party acknowledges, however, that arboricultural operations involve the use of heavy equipment, climbing systems, rigging, falling debris, and other inherently disruptive activities, and that some disturbance to the work site may be unavoidable despite the exercise of reasonable care. Claims that Seattle Tree Care failed to perform the Services in a professional and workmanlike manner shall be subject to the notice, inspection, and cure procedures set forth in these Terms and Conditions.

b) Safety and Work Suspension Authority. Seattle Tree Care may suspend, postpone, modify, or discontinue all or any portion of the Services whenever it reasonably determines that continuation of the work would create an unsafe condition, violate applicable law, endanger persons or property, damage equipment, or otherwise expose workers, occupants, the public, or property to unreasonable risk. Circumstances that may justify suspension of the Services include, without limitation, severe weather, high winds, lightning, unsafe site conditions, equipment failure, hazardous tree conditions, unstable soils, concealed conditions, utility conflicts, wildlife concerns, regulatory requirements, unsafe conduct by occupants or third parties, or other conditions that materially affect the safe performance of the Services. If hidden defects, hazardous conditions, structural instability, or other unsafe conditions are discovered during performance of the Services, Seattle Tree Care may modify work methods, implement additional safety measures, require additional equipment, suspend work, or discontinue operations until the condition can be further evaluated.

c) Stumps and Stump Grinding. Unless expressly stated otherwise in the Proposal, tree stumps are not included within the Services and will be cut as close to ground level as reasonably practicable, generally not exceeding twelve (12) inches above grade. Where stump grinding is included in the Services, grindings will be left on-site, raked, and placed within or adjacent to the resulting excavation unless removal is specifically included in the Proposal. Stump grinding includes only the stump itself and does not include the removal of surface roots, subsurface roots, root systems, or associated underground material unless expressly stated in the Proposal.

5) CONSULTING AND REGULATORY SERVICES.

a) Regulatory Reviews and Permits. When the Proposal includes permit acquisition, governmental approvals, agency coordination, arborist reports, consulting services, or other regulatory assistance, Seattle Tree Care will use reasonable professional judgment to estimate the anticipated scope of work, fees, and costs based upon information available at the time the Proposal is prepared. Permit requirements, agency fees, review processes, mitigation requirements, replacement planting obligations, environmental reviews, engineering requirements, inspections, and other regulatory conditions are subject to change and may not be known until completion of the applicable review process. Unless expressly stated otherwise in the Proposal, permit-related pricing is based upon the scope reasonably anticipated at the time of proposal preparation and does not constitute a guarantee that additional fees, services, studies, reports, inspections, mitigation measures, or agency requirements will not be imposed.

b) Additional Regulatory Requirements. If any governmental agency, permitting authority, or regulatory body requires services, documentation, studies, reports, revisions, meetings, inspections, mitigation measures, fees, or other work beyond the scope reasonably anticipated at the time the Proposal was prepared, such items shall constitute additional Services. Seattle Tree Care will notify the Authorizing Party of any material changes in regulatory requirements and, whenever reasonably practicable, obtain authorization before performing additional billable work.

c) No Guarantee of Regulatory Outcomes. The Authorizing Party acknowledges that Seattle Tree Care does not control governmental agencies, permitting authorities, utility providers, or other third parties involved in the review or approval process. Seattle Tree Care does not guarantee permit approval, regulatory approval, review timelines, agency response times, agency interpretations, permit conditions, mitigation requirements, or the outcome of any governmental review process. Seattle Tree Care shall not be responsible for permit denials, permit delays, agency backlogs, agency errors, changes in law or policy, or future regulatory actions affecting the property or any tree.

d) Consulting Services. Consulting services may include site visits, travel time, inspections, agency meetings, application preparation, permit preparation, permit revisions, report preparation, project coordination, agency correspondence, communications with third parties, and related professional services. Unless otherwise specified in the Proposal, consulting services shall be billed at Seattle Tree Care's then-current hourly rates.

e) Limitations of Consulting Services. Unless expressly stated otherwise in the Proposal, consulting recommendations, reports, evaluations, and permit-related services are based upon visual observations, information provided by others, publicly available information, and professional judgment applied under the circumstances existing at the time the services are performed. Consulting services do not include invasive testing, laboratory analysis, root excavation, subsurface investigation, engineering services, surveying, geotechnical analysis, structural analysis, environmental testing, or other specialized professional services unless expressly included in the Proposal.

6) OBLIGATIONS OF AUTHORIZING PARTY.

The Authorizing Party represents, warrants, acknowledges, and agrees as follows:

a) Property and Tree Authorization. The Authorizing Party represents and warrants that it has full authority to authorize the Services for all trees, vegetation, and areas identified in the Proposal. The Authorizing Party shall obtain any necessary consent from the property owner, neighboring property owners, associations, governmental entities, or other third parties before Seattle Tree Care performs the Services.

b) Site Access. The Authorizing Party shall provide Seattle Tree Care with reasonable access to the work site, access routes, and any areas necessary to perform the Services. To the extent access requires entry across neighboring property, private roads, easements, common areas, or other property not owned or controlled by the Authorizing Party, the Authorizing Party shall obtain all necessary permissions and approvals before work begins. The Authorizing Party acknowledges that performance of the Services may require the use of trucks, cranes, aerial lifts, loaders, chippers, stump grinders, and other specialized equipment and shall provide access reasonably suitable for such operations.

c) Equipment Access and Surface Stability. The Authorizing Party represents and warrants that all driveways, private roads, parking areas, shoulders, access routes, and other surfaces designated for use by Seattle Tree Care are structurally adequate to support the weight and operation of the equipment reasonably required to perform the Services. The Authorizing Party shall disclose any known weight restrictions, subsurface conditions, concealed structures, or other conditions that could affect equipment access or site stability. Seattle Tree Care may rely on the Authorizing Party's representations regarding the suitability of such surfaces and shall not be responsible for damage arising from latent defects, inadequate construction, unstable soils, concealed conditions, or other non-apparent site conditions, except to the extent caused by Seattle Tree Care's negligence or willful misconduct. Additional costs resulting from unsuitable access conditions, surface failures, or undisclosed site conditions may constitute additional Services and may be billed in accordance with these Terms and Conditions.

d) Disclosure of Site Conditions. The Authorizing Party shall disclose any known conditions that may affect the Services, including underground utilities, private utility lines, irrigation systems, sprinkler systems, septic systems, drain fields, retaining structures, buried debris, concrete, metal objects, underground improvements, hazardous vegetation, stinging or biting insects, protected wildlife, and other concealed site conditions. The Authorizing Party shall promptly notify Seattle Tree Care of any changes in site conditions that become known before or during performance of the Services.

e) Identification of Private Utilities. Seattle Tree Care will contact the utility locating service (811 / USA Call Before You Dig) when required by law. The Authorizing Party remains solely responsible for identifying, marking, and disclosing underground facilities and improvements that are not included within the scope of public utility locating services, including private utility lines, irrigation systems, landscape lighting, pet containment systems, septic systems, private water lines, private electrical lines, communication cables, and similar underground improvements. Such facilities must be accurately identified and communicated to Seattle Tree Care before work begins.

f) Work Area Restrictions. For the safety of all persons on the premises, the Authorizing Party shall keep all occupants, visitors, pets, tenants, contractors, and other third parties outside of any designated work area during performance of the Services. The Authorizing Party shall not enter, and shall not permit others to enter, any active work area unless specifically authorized by Seattle Tree Care personnel.

g) Removal of Personal Property. Unless otherwise stated in the Proposal, the Authorizing Party shall, before commencement of the Services, remove, relocate, or secure all fragile, valuable, or movable items located within or adjacent to the work area, including vehicles, outdoor furniture, decorations, potted plants, recreational equipment, tools, equipment, and similar personal property. The Authorizing Party acknowledges that arboricultural operations may involve falling debris, wood chips, equipment movement, and other activities that create a risk of damage to unsecured items. Seattle Tree Care is entitled to rely on the Authorizing Party's compliance with this section.

7) SITE CONDITIONS AND INHERENT RISKS OF TREE CARE.

The Authorizing Party acknowledges that arboricultural services are performed in dynamic outdoor environments and involve inherent risks that cannot be eliminated through the exercise of reasonable care. The Services may require climbing, rigging, crane operations, operation of heavy equipment, movement of materials, excavation, stump grinding, debris handling, and the cutting, lowering, and removal of trees, limbs, and other vegetation.

a) Incidental Impacts. Authorizing Party acknowledges that minor incidental impacts may occur during the normal performance of the Services, including rutting, soil compaction, impressions in turf, disturbance of landscape materials, debris deposits, scuffing, and similar conditions that are not reasonably avoidable in professional tree care operations.

b) Tree Failures. Trees are living organisms subject to natural forces, hidden defects, disease, decay, structural weaknesses, weather conditions, soil conditions, and other factors that may not be visible or reasonably detectable. Trees may contain latent or developing defects, including internal decay, root defects, cavities, cracks, weak branch attachments, insect damage, disease, root rot, lightning damage, soil instability, construction impacts, and other structural or physiological conditions that may not be apparent during a visual inspection. Tree failures may occur before, during, or after performance of the Services, including during proposal preparation, inspections, work operations, or after completion of the Services. The Authorizing Party acknowledges that inspections performed in connection with estimating, proposal development, site visits, or tree care services are generally limited visual observations unless a more comprehensive assessment is expressly identified in the Proposal. Hidden defects may exist despite the exercise of reasonable professional care and may not be discoverable without specialized testing, excavation, laboratory analysis, invasive investigation, engineering analysis, or other advanced assessment techniques. Seattle Tree Care does not represent, warrant, or guarantee that all defects, hazards, diseases, pest infestations, structural weaknesses, or conditions affecting tree stability will be identified. Seattle Tree Care further does not warrant or guarantee that any tree or tree part will remain standing, healthy, structurally sound, safe, or free from future failure. The Authorizing Party acknowledges that pruning, cabling, bracing, tree support systems, lightning protection systems, plant health care treatments, soil management practices, and other arboricultural services may reduce certain risks but cannot eliminate the possibility of future tree failure, property damage, personal injury, or death.

c) Work Area Cleanup and Restoration. Unless otherwise specified in the Proposal, Seattle Tree Care's cleanup services are limited to the removal of wood, brush, branches, and other debris generated by the Services and the raking of reasonably affected work areas. Seattle Tree Care will make commercially reasonable efforts to leave the work area in a clean and orderly condition upon completion of the Services. The Authorizing Party acknowledges that arboricultural operations may require the use of heavy equipment, rigging systems, log handling, debris movement, and similar activities that can affect surrounding property despite the exercise of reasonable care. Accordingly, and unless expressly included in the Proposal, the Services do not include landscape restoration, reseeding, re-sodding, irrigation repair, pressure washing, surface refinishing, or the repair of minor incidental impacts associated with normal tree care operations, including soil compaction, turf impressions, rutting, debris deposits, scuffing, scrape marks, or similar conditions.

d) Temporary Work Area Modifications. To safely and efficiently perform the Services, Seattle Tree Care may establish temporary work zones, equipment staging areas, material laydown areas, exclusion zones, and pedestrian detours. Seattle Tree Care may also require the temporary relocation of vehicles, trailers, recreational equipment, and other movable property from designated work areas or access routes. Seattle Tree Care may temporarily remove or reposition gates, fence panels, or other removable improvements when reasonably necessary to perform the Services, provided such items are restored to substantially the same condition upon completion of the work.

8) TREE MAINTENANCE AND MONITORING.

Seattle Tree Care may provide recommendations regarding future inspections, pruning, tree support systems, lightning protection systems, plant health care treatments, watering, monitoring, maintenance, or other follow-up services. Unless otherwise expressly provided in the Proposal, Seattle Tree Care has no continuing obligation to monitor the condition of any tree or site after completion of the Services. The Authorizing Party is solely responsible for scheduling and obtaining any recommended follow-up inspections, maintenance, monitoring, or additional services. Failure to implement recommended maintenance or monitoring may increase the risk of tree decline, structural failure, property damage, or personal injury. Seattle Tree Care shall not be responsible for losses arising from conditions that develop after completion of the Services or from the Authorizing Party's failure to obtain recommended follow-up care.

9) CHANGE ORDERS.

a) Change Orders and Scope Modifications. The Proposal is based upon the scope of Services and site conditions reasonably known or apparent at the time it is prepared. Any Services requested by the Authorizing Party that differ from, expand upon, or modify the scope described in the Proposal, as well as any additional Services required due to changes in site conditions, access conditions, regulatory requirements, permitting requirements, or other circumstances beyond the scope reasonably anticipated at the time of proposal preparation, shall constitute a change in scope. Changes in scope may include, without limitation, additional pruning, additional tree removals, stump grinding not included in the Proposal, debris hauling, emergency response services, expanded cleanup requests, additional equipment requirements, permit-related requirements, regulatory requirements, traffic control measures, changes in access conditions, concealed or unforeseen site conditions, delays caused by the Authorizing Party or third parties, and other additional Services not included in the original Proposal. Seattle Tree Care will make reasonable efforts to notify the Authorizing Party of material changes in cost before performing additional work. Authorization for additional Services may be provided in writing, electronically, by email, text message, verbal instruction, or other reasonably verifiable means of communication. Unless otherwise agreed in writing, additional Services may be billed as a change order, lump-sum proposal, hourly consulting services, or time-and-materials work at Seattle Tree Care's then-current rates.

b) Costs Resulting from Work Suspension, Delay, or Rescheduling. If the Services are suspended, postponed, modified, canceled, delayed, or rescheduled due to site conditions, concealed conditions, hazardous conditions, weather events, access restrictions, regulatory requirements, actions or omissions of the Authorizing Party, third-party interference, denial of site access, failure to prepare the work site, failure to obtain required permissions, or other circumstances beyond the scope reasonably anticipated at the time of proposal preparation, any resulting standby costs, delays, remobilization costs, additional labor, equipment charges, permit costs, traffic-control expenses, consulting fees, subcontractor charges, equipment rental costs, or other additional expenses reasonably incurred by Seattle Tree Care shall constitute additional Services and may be billed pursuant to a change order, lump-sum amendment, hourly consulting rates, or time-and-materials pricing. If personnel or equipment have been dispatched for routine tree care services and the Services cannot proceed due to circumstances within the reasonable control of the Authorizing Party, Seattle Tree Care may assess a mobilization charge of up to Five Hundred Dollars ($500.00). For projects involving cranes, aerial lifts, traffic control, subcontractors, specialized equipment, permits, agency coordination, or other significant pre-committed resources, the Authorizing Party shall be responsible for the actual costs reasonably incurred by Seattle Tree Care as a result of the cancellation, postponement, delay, or denial of access, together with any reasonable remobilization, rescheduling, permit, traffic-control, subcontractor, equipment, labor, safety-related, consulting, or related costs required to complete the Services at a later date. Any additional labor, equipment, consulting services, safety measures, or remobilization costs required as a result of hidden defects, hazardous conditions, unforeseen structural issues, or other conditions affecting the safe performance of the Services shall likewise constitute additional Services and may be billed in accordance with the Change Orders provisions.

c) Concealed or Unforeseen Conditions. If Seattle Tree Care encounters concealed, undisclosed, or otherwise unforeseen site conditions that were not reasonably apparent during preparation of the Proposal, Seattle Tree Care may suspend affected work until the condition is evaluated. Any additional labor, equipment, materials, delays, or services required as a result of such conditions shall constitute additional Services and may be billed on a time-and-materials basis or pursuant to a written change order.

10) FEES, EXPENSES, AND PAYMENT.

a) Payment Terms. Unless otherwise specified in the Proposal, all amounts due under the Proposal, including charges for Services, additional Services, change orders, consulting services, reimbursable expenses, and other authorized charges, shall be due and payable within fifteen (15) days following completion of the applicable Services or issuance of an invoice, whichever occurs later. Any undisputed amount not paid when due shall accrue interest at the rate of one percent (1.0%) per month (12% per annum), or the maximum rate permitted by applicable law, whichever is less.

b) Expenses and Third-Party Costs. The Authorizing Party shall reimburse Seattle Tree Care for all reasonable third-party costs and out-of-pocket expenses incurred in connection with the Services that are included in the Proposal, approved by the Authorizing Party, or otherwise chargeable pursuant to these Terms and Conditions. Such costs may include permit fees, application fees, agency fees, disposal fees, dumping fees, traffic-control costs, towing charges, utility-location services not provided through public utility locating programs, subcontractor charges, equipment rentals, specialized testing, and other project-specific expenses. Seattle Tree Care may invoice such costs separately or include them within a change order or project invoice.

c) Credit Card Payments. If the Authorizing Party elects to pay any invoice by credit card, Seattle Tree Care may assess a credit card processing fee equal to the amount charged to Seattle Tree Care by its payment processor, provided such fee is permitted by applicable law. The applicable processing fee, if any, shall be disclosed at or before the time payment is made. Alternative payment methods that do not incur a processing fee may be available.

d) Returned Payments. Any check, electronic payment, or other payment returned or reversed due to insufficient funds, account closure, chargeback, or similar reason shall be subject to a $50.00 administrative fee, together with any bank charges, processor fees, or other costs incurred by Seattle Tree Care as a result of the returned payment.

e) Collection Costs. The Authorizing Party shall reimburse Seattle Tree Care for all reasonable costs incurred in collecting past-due amounts, including collection agency fees, reasonable attorneys' fees, expert witness fees, court costs, and other expenses incurred in enforcing the Proposal or these Terms and Conditions.

11) TERM; TERMINATION.

a) Term. The Proposal and these Terms and Conditions become effective upon acceptance of the Proposal by the Authorizing Party and shall remain in effect until completion of the Services and payment in full of all amounts due, unless earlier terminated in accordance with these Terms and Conditions.

b) Termination by Seattle Tree Care. Prior to commencement of the Services, Seattle Tree Care may terminate the Proposal upon written notice to the Authorizing Party if Seattle Tree Care determines that the Services cannot be performed safely, legally, or commercially reasonably due to site conditions, permitting issues, access restrictions, regulatory requirements, labor availability, equipment availability, or other circumstances beyond Seattle Tree Care's reasonable control. Such termination shall not constitute a breach of the Agreement. Seattle Tree Care shall refund any unearned amounts previously paid by the Authorizing Party, less any non-refundable third-party costs incurred on the Authorizing Party's behalf.

c) Cancellation by Authorizing Party. The Authorizing Party may cancel scheduled Services by providing written notice to Seattle Tree Care. Seattle Tree Care requests at least three (3) business days' advance notice of cancellation whenever reasonably practicable. If the Authorizing Party cancels the Services after Seattle Tree Care has incurred project-specific costs, mobilized equipment, obtained permits, retained subcontractors, scheduled traffic control, or otherwise committed resources to the project, the Authorizing Party shall reimburse Seattle Tree Care for any unrecoverable costs reasonably incurred in connection with the canceled Services.

d) Effect of Termination. Upon expiration or termination of the Agreement for any reason: (i) Seattle Tree Care shall cease performing the Services, except as reasonably necessary to secure the work site, remove equipment, or complete agreed demobilization activities; (ii) the Authorizing Party shall pay Seattle Tree Care for all Services performed, approved change orders, consulting services, reimbursable expenses, permit costs, third-party charges, cancellation fees, and other amounts accrued prior to the effective date of termination; (iii) termination shall not affect any rights, obligations, or liabilities that accrued prior to termination; and (iv) all provisions that by their nature should survive termination, including payment obligations, indemnification obligations, limitations of liability, dispute resolution provisions, and miscellaneous provisions, shall survive.

12) PROJECT DOCUMENTATION AND MEDIA.

a) Project Documentation. Seattle Tree Care may photograph, video record, drone record, scan, map, or otherwise document site conditions, trees, structures, equipment, personnel, and work activities before, during, and after performance of the Services. Such documentation may be used for project management, estimating, quality control, safety compliance, employee training, permitting, regulatory compliance, insurance matters, risk management, dispute resolution, and other legitimate business purposes. The Authorizing Party acknowledges that such documentation may be relied upon by Seattle Tree Care as evidence of site conditions, work performed, and compliance with the Proposal and these Terms and Conditions.

b) Ownership; License. All photographs, videos, drone imagery, reports, drawings, maps, renderings, and other documentation created or captured by Seattle Tree Care in connection with the Services shall remain the property of Seattle Tree Care. To the extent any photographs, drawings, plans, reports, images, documents, trademarks, logos, or other materials owned by the Authorizing Party are incorporated into or appear within such documentation ("Authorizing Party Materials"), the Authorizing Party grants Seattle Tree Care a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use such Authorizing Party Materials solely as incorporated into or in connection with Seattle Tree Care's project documentation and the related business, operational, evidentiary, educational, and promotional uses permitted under these Terms and Conditions.

c) Marketing and Promotional Use. Unless prohibited by law or restricted by a separate written agreement executed before commencement of the Services, Seattle Tree Care may use project-related photographs, videos, drone imagery, and similar materials in marketing, advertising, social media, website content, print publications, presentations, proposals, recruiting materials, trade shows, educational content, and other promotional materials. Seattle Tree Care will make commercially reasonable efforts not to identify the Authorizing Party by name, street address, or other personally identifying information without separate authorization. The Authorizing Party represents that it has authority to grant permission for the documentation and use of the property depicted in such materials. No compensation shall be owed to the Authorizing Party for any permitted use of such materials.

d) Confidentiality. Notwithstanding the foregoing, Seattle Tree Care shall comply with the terms of any separate written confidentiality agreement or non-disclosure agreement executed by the parties. To the extent of any conflict between this Section and such agreement, the confidentiality agreement shall control.

13) INSURANCE.

Seattle Tree Care maintains insurance coverage customary for professional arboricultural operations, including commercial general liability insurance and workers' compensation insurance as required by law. Certificates of insurance will be provided upon reasonable request. The Authorizing Party acknowledges that any insurance maintained by Seattle Tree Care is subject to the terms, conditions, exclusions, deductibles, and limits of the applicable policies and shall not increase or otherwise modify Seattle Tree Care's obligations, liability limitations, or risk allocations under the Proposal or these Terms and Conditions.

14) NOTICE OF DEFECTIVE SERVICES; INSPECTION AND OPPORTUNITY TO CURE.

a) Notice of Defective Services; Inspection and Opportunity to Cure. If the Authorizing Party believes that any Services were not performed in accordance with the Proposal or these Terms and Conditions, the Authorizing Party shall provide Seattle Tree Care with written notice describing the alleged deficiency in reasonable detail within ninety (90) days after completion of the applicable Services. Upon receipt of such notice, the Authorizing Party shall provide Seattle Tree Care with a reasonable opportunity to inspect the work, investigate the reported issue, and, where Seattle Tree Care determines corrective action is appropriate, re-perform, repair, or otherwise address the affected Services. The Authorizing Party shall provide Seattle Tree Care with reasonable access to the property, trees, work areas, and relevant conditions necessary to evaluate and address the reported concern. Except in the event of an emergency reasonably requiring immediate action to prevent imminent injury to persons or material damage to property, the Authorizing Party shall not engage a third party to alter, repair, remove, replace, or remediate the disputed work until Seattle Tree Care has been afforded a reasonable opportunity to inspect and, if appropriate, cure the alleged deficiency. To the fullest extent permitted by law, Seattle Tree Care shall not be responsible for costs incurred by third parties to investigate, repair, replace, or remediate the Services where the Authorizing Party fails to provide the notice, access, and opportunity to cure required by this Section. Failure to provide timely notice or reasonable access may prejudice Seattle Tree Care's ability to investigate the claim and may limit the remedies available to the Authorizing Party.

b) Exclusive Remedy for Workmanship Claims. The notice, inspection, and cure process set forth in this Section shall be the Authorizing Party's exclusive initial remedy for any claim that the Services were not performed in a professional and workmanlike manner or otherwise failed to conform to the Proposal. Seattle Tree Care's obligation to inspect and, where appropriate, re-perform or correct the affected Services shall be the Authorizing Party's sole and exclusive remedy for such claims, subject to the limitations and exclusions set forth in these Terms and Conditions.

15) INDEMNIFICATION BY AUTHORIZING PARTY.

The Authorizing Party shall defend, indemnify, and hold harmless Seattle Tree Care and its owners, officers, directors, employees, agents, subcontractors, and representatives from and against any and all third-party claims, demands, causes of action, liabilities, damages, fines, penalties, losses, costs, and expenses (including reasonable attorneys' fees and costs of investigation and defense) arising out of or relating to:

a) the Authorizing Party's breach of the Proposal or these Terms and Conditions;

b) the Authorizing Party's breach of any representation, warranty, or obligation contained in the Proposal or these Terms and Conditions, including representations concerning property ownership, tree ownership, property boundaries, easements, authority to authorize the Services, site access, surface stability, underground facilities, utilities, permits, consents, or site conditions;

c) inaccurate, incomplete, or untimely information provided by the Authorizing Party regarding site conditions, underground facilities, access routes, concealed conditions, hazardous conditions, property boundaries, ownership rights, or regulatory requirements;

d) the Authorizing Party's failure to obtain required permissions, approvals, permits, access rights, licenses, easements, homeowner association approvals, or other third-party authorizations required for performance of the Services;

e) injury to persons or damage to property arising from the actions of the Authorizing Party or any occupant, visitor, tenant, contractor, invitee, or other person under the Authorizing Party's control, including entry into restricted work areas in violation of Seattle Tree Care's safety instructions; or

f) claims by neighboring property owners, governmental agencies, homeowner associations, utility providers, or other third parties arising from the Authorizing Party's acts, omissions, representations, or failure to satisfy its obligations under the Proposal or these Terms and Conditions.

Notwithstanding the foregoing, the Authorizing Party shall have no obligation to indemnify Seattle Tree Care to the extent a claim is finally determined to have been caused by Seattle Tree Care’s negligence, gross negligence, willful misconduct, or violation of law.

16) PROPERTY DAMAGE; PERSONAL INJURY.

Seattle Tree Care shall be responsible for property damage or personal injury directly caused by its negligence or willful misconduct. However, Seattle Tree Care shall not be responsible for: (a) unavoidable incidental impacts reasonably associated with the performance of professional tree care services; (b) damage arising from concealed, undisclosed, or non-apparent site conditions; (c) damage to property, improvements, utilities, landscaping, or personal property that was not properly disclosed, identified, protected, removed, or secured by the Authorizing Party; (d) pre-existing defects, settlement, drainage issues, pavement failures, retaining wall deficiencies, irrigation failures, underground conditions, or other latent site conditions; or (e) tree failure, limb failure, property damage, personal injury, or other loss caused by natural conditions, hidden defects, weather events, or circumstances beyond Seattle Tree Care's reasonable control.

17) LIMITATION OF LIABILITY.

a) Liability Cap. To the fullest extent permitted by law, Seattle Tree Care's total aggregate liability arising out of or relating to the Proposal, these Terms and Conditions, the Services, any consulting services, inspections, reports, recommendations, permit assistance, or other work performed by Seattle Tree Care shall not exceed the total amount actually paid by the Authorizing Party to Seattle Tree Care under the applicable Proposal.

b) Exceptional Conditions. The Authorizing Party acknowledges that the Services are subject to the inherent risks, site conditions, assumptions, limitations, exclusions, and disclaimers set forth in these Terms and Conditions, including the provisions relating to Site Conditions and Inherent Risks of Tree Care, Tree Failures and Hidden Defects, Tree Maintenance and Monitoring, Consulting and Regulatory Services, and Force Majeure Events. Seattle Tree Care shall not be liable for losses, damages, costs, or expenses arising from conditions, circumstances, risks, or events expressly allocated to the Authorizing Party or otherwise excluded under those provisions.

c) Indirect Damages. In no event shall Seattle Tree Care be liable for any indirect, incidental, consequential, special, exemplary, punitive, speculative, or enhanced damages, including loss of use, loss of enjoyment, loss of profits, loss of revenue, loss of business opportunity, diminution in property value, replacement housing expenses, loss of rental income, increased development costs, permitting delays, future regulatory requirements, or similar economic losses, regardless of the theory of liability asserted and even if Seattle Tree Care has been advised of the possibility of such damages. Nothing in this Section shall be construed to limit liability to the extent such limitation is prohibited by applicable law or to limit liability arising from Seattle Tree Care's gross negligence, willful misconduct, or other conduct for which liability cannot be limited under applicable law.

18) FORCE MAJEURE; DELAYS AND SUSPENSION OF SERVICES.

Seattle Tree Care shall not be liable for any delay, interruption, suspension, postponement, rescheduling, reduction in scope, or failure to perform the Services to the extent caused by circumstances beyond its reasonable control, including weather conditions, high winds, storms, lightning, flooding, wildfires, earthquakes, natural disasters, labor shortages, strikes, lockouts, equipment failures, utility conflicts, permit delays, governmental actions, regulatory reviews, agency requirements, supply chain disruptions, transportation disruptions, public emergencies, acts of third parties, hazardous site conditions, concealed conditions, unsafe tree conditions, or other events beyond Seattle Tree Care's reasonable control (each, a "Force Majeure Event"). In addition, Seattle Tree Care may suspend, postpone, modify, or discontinue all or any portion of the Services whenever it reasonably determines that continuation of the work would create an unsafe condition, violate applicable law, endanger persons or property, damage equipment, or otherwise expose workers, occupants, the public, or property to unreasonable risk. Circumstances that may justify such action include, without limitation, severe weather, hazardous tree conditions, unstable soils, concealed conditions, utility conflicts, wildlife concerns, regulatory requirements, equipment failures, or unsafe conduct by occupants or third parties. Any delay, suspension, postponement, modification, or rescheduling resulting from a Force Majeure Event or other circumstances described in this Section shall not constitute a breach of the Proposal or these Terms and Conditions and shall not give rise to any claim against Seattle Tree Care for delay damages, business interruption, loss of use, lost profits, increased costs, or similar damages. The Authorizing Party acknowledges that professional arboricultural operations are frequently dependent upon weather conditions, site conditions, permit requirements, public safety considerations, and other factors that may not be fully known or controllable at the time work is scheduled. The Authorizing Party's obligations under the Proposal shall remain in effect notwithstanding any such delay, suspension, postponement, or rescheduling. Any additional labor, equipment, permit costs, traffic-control expenses, remobilization costs, consulting fees, subcontractor charges, or other costs reasonably incurred by Seattle Tree Care as a result of a Force Majeure Event, work suspension, site condition, or other delay may constitute additional Services and may be billed in accordance with the Change Orders provisions of these Terms and Conditions.

19) DISPUTES.

a) Governing Law. The Proposal and these Terms and Conditions, and any dispute arising out of or relating to the Proposal, the Services, or the relationship of the parties, shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws principles.

b) Venue and Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in King County, Washington for any action, suit, or proceeding arising out of or relating to the Proposal, these Terms and Conditions, or the Services. Each party waives any objection based upon improper venue or forum non conveniens.

c) Good Faith Resolution; Mediation. Before commencing litigation, the parties shall make a good-faith effort to resolve any dispute through direct discussions between individuals authorized to settle the dispute. If the dispute is not resolved through direct discussions, either party may request that the dispute be submitted to non-binding mediation administered through the Dispute Resolution Center of King County or another mutually acceptable mediator. The parties shall share the mediator's fees equally unless otherwise agreed. Participation in mediation shall not prevent either party from seeking temporary injunctive relief or exercising any rights necessary to preserve a claim, lien right, or other legal remedy.

d) Collection Actions and Equitable Relief. Notwithstanding the foregoing, Seattle Tree Care may pursue collection actions, enforce statutory lien rights, seek temporary restraining orders, preliminary injunctions, or other equitable relief, and otherwise enforce payment obligations or protect its legal rights in any court of competent jurisdiction.

e) Attorneys' Fees. In any action, suit, proceeding, mediation, or other dispute arising out of or relating to the Proposal, these Terms and Conditions, or the Services, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, court costs, mediation costs, and other reasonable expenses incurred in connection with the dispute, in addition to any other relief awarded.

20) MISCELLANEOUS.

a) Entire Agreement. The Proposal, these Terms and Conditions, and any documents expressly incorporated by reference constitute the entire agreement between Seattle Tree Care and the Authorizing Party with respect to the Services and supersede all prior and contemporaneous discussions, negotiations, representations, proposals, and agreements relating to the subject matter hereof.

b) Amendments. No amendment, modification, or waiver of any provision of the Proposal or these Terms and Conditions shall be effective unless set forth in a written instrument executed by Seattle Tree Care and the Authorizing Party.

c) Assignment. The Authorizing Party may not assign or transfer the Proposal or these Terms and Conditions without Seattle Tree Care's prior written consent. Seattle Tree Care may assign the Proposal and these Terms and Conditions in connection with a merger, acquisition, sale of assets, internal reorganization, or successor operation of its business. The Proposal and these Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

d) Waiver. No waiver of any provision of the Proposal or these Terms and Conditions shall be effective unless made in writing by the party against whom the waiver is asserted. No failure or delay in exercising any right or remedy shall operate as a waiver of that right or remedy.

e) Severability. If any provision of the Proposal or these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. To the extent permitted by law, any invalid or unenforceable provision shall be modified and enforced to the minimum extent necessary to make it enforceable while preserving the intent of the parties.

f) Notices. Any notice required or permitted under the Proposal or these Terms and Conditions shall be provided in writing and may be delivered personally, by nationally recognized overnight courier, by certified mail, return receipt requested, or by electronic mail. Notices shall be effective upon receipt. Notices to Seattle Tree Care shall be sent to the contact information identified in the Proposal, and notices to the Authorizing Party shall be sent to the contact information provided by the Authorizing Party.

g) Electronic Signatures and Communications. Signatures delivered electronically, including through email, electronic signature platforms, scanned copies, or similar technologies, shall be deemed original signatures and shall be fully effective and enforceable. The parties consent to conducting business and providing approvals electronically.

h) Independent Contractor. Seattle Tree Care is an independent contractor and nothing in the Proposal or these Terms and Conditions shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

i) Authority. The individual accepting the Proposal on behalf of the Authorizing Party represents and warrants that he or she has full authority to bind the Authorizing Party to the Proposal and these Terms and Conditions.