BrightView Landscapes, LLC
Terms and Conditions for Landscape Services
Revised Date: June 26, 2025
Services.
For purposes of these Terms and Conditions: (i) the “Services” may consist of the landscape maintenance, construction, irrigation, and/or other general landscape services, together with delivery or installation of any associated goods and materials, and (ii) the “Landscape Site(s)” consist of the exterior landscaped areas for each of the site(s) where Services are furnished by BrightView.
During the term of Services, BrightView shall furnish the Services or arrange for the Services to be furnished in accordance with applicable professional horticulture standards and any local requirements or regulations in effect, using appropriately trained, uniformed, and supervised personnel, and properly maintained equipment.
All tools, equipment, surplus materials, landscape waste materials and rubbish will be removed from each Landscape Site after Services are completed.
Work Orders. If Client requests services from BrightView that are not set forth on a Scope of Landscape Services or at a worksite for which there is no attached Scope of Landscape Services, then BrightView may elect in its sole discretion to furnish such additional services and any related goods and materials pursuant to a written work authorization signed by Client (each signed written work authorization, a “Work Order”). For services, goods, or materials furnished pursuant to a Work Order, payment shall be due from Client to BrightView as specified by such Work Order or, if unspecified in such Work Order, then upon delivery of the services, goods, and materials identified in the Work Order (the “Work Order Charges”).
Insurance. During the term of Services, BrightView will maintain general liability insurance, automobile liability insurance, and workers’ compensation insurance covering its activities in connection with the Services and any Work Order. Such insurance shall be in commercially reasonable amounts. Evidence of such insurance will be provided to Client upon request.
Cooperation.
Client will cooperate with BrightView to facilitate the Services and will permit or schedule adequate access to the Landscape Site(s) as required to perform the Services safely, efficiently, and within any specified timeframes. Client will notify BrightView in writing of any limitation on access to Landscape Site(s) as soon as possible, and in any event at least 48 hours to any scheduled delivery of services, goods, or materials.
If required, Client will provide water with adequate spigots or hydrants or such other items as required.
Client shall provide written notice to BrightView of any proposed change in the ownership or management of the Landscape Site(s) at least 30 days prior to the effective date of any such change. A change in the ownership or management of the Landscape Site(s) shall not relieve Client of its obligations hereunder, including but not limited to the payment of the Service Fee and any amounts due to BrightView, unless Client shall have given proper notice of termination pursuant to these Terms and Conditions.
Service Fee.
Overdue Service Fees or Work Order Charges shall be subject to an administrative charge equal to the lower of: (i) 1.5% per month (18% per year) or (ii) the highest rate permitted by law, in either case multiplied by the unpaid balance. In addition to this administrative charge, Client shall reimburse BrightView for all costs and expenses (including but not limited to attorneys’ fees and court costs) which are reasonably incurred by BrightView in collecting an overdue Service Fee, Work Order Charges, and administrative charges.
If tax laws increase applicable sales taxes, BrightView may adjust the Service Fee to reflect such change.
BrightView has not included, and reserves the right to add at a later time should they materialize, costs attributable to tariffs levied on goods from Canada, Mexico, China, or any other country subject to current or future tariffs.
The parties hereby acknowledge that, the Service Fee, the monthly installment plan, and the types and frequency of services, goods, and materials furnished each month throughout the year may vary according to seasonal requirements and best horticultural practices. The monthly installment plan is for Client’s convenience of payment only and billings do not necessarily reflect the actual cost or value of Services performed during any particular month or other billing period. If the Services are terminated for any reason, then all sums paid by Client to BrightView for Services performed since the most recent date shall be subtracted from the time-and-materials value (as determined in good faith by BrightView) of Services performed since that date and, if the result is a positive number (a “Shortfall”), the Shortfall shall become due and payable and Client shall promptly pay such Shortfall to BrightView. If the result is a negative number (an “Overage”), the Overage shall become due and payable and BrightView shall promptly pay such Overage to Client. Neither a Shortfall nor an Overage are liquidated or other damages arising from a termination of the Services but represents the portion of the charges for Services, (i) performed prior to but unpaid by Client as of the Termination Date or (ii) not performed prior to but paid by Client as of the Termination Date. For the avoidance of doubt, in no event will a Shortfall or an Overage exceed the total amount that would have been received by BrightView had the terminated Services continued uninterrupted until the end of its then current term.
Unless specified otherwise hereunder, BrightView reserves the right to increase the Service Fee every 12 months by an amount calculated by multiplying the Service Fee for the immediately preceding 12 months by the greater of 5% or CPI. CPI is defined as the percentage increase in the Consumer Price Index between the most recently published CPI and the CPI published for the same month for the preceding calendar year. “Consumer Price Index" and “CPI” means the Consumer Price Index for Urban Wage Earners and Clerical Workers (1982-84 = 100) released by the United States Department of Labor, Bureau of Labor Statistics, relating to Consumer Prices for All Items for All Cities.
In the event that, during the performance of Services, the cost of materials or fuel (collectively, “Variable Costs”) required by BrightView to perform the Services increases by more than twenty percent (20%) over the Variable Costs on the Contract Start Date, the Service Fee shall be increased by an amount equal to the increase in the Variable Costs.
BrightView shall be entitled to a reasonable increase the Service Fee in the event of any increase in the minimum wage applicable to any of BrightView's employees performing work under this Agreement.
Client must provide at least 10 days’ prior written notice to BrightView, Attn.: Legal Department/Contracts, 980 Jolly Road, Suite 300, Blue Bell, PA 19422 if: (i) Service Fee required to be paid are subject to a bona fide dispute and (ii) Client intends to pay, in full satisfaction of such disputed Service Fee, less than the amount invoiced by BrightView.
Termination.
Either BrightView or Client may terminate the Services without cause upon 90 day’s prior written notice to the other party. Upon termination, Client will, within fifteen (15) days of the Termination Date, pay BrightView all amounts owed to date for Services performed.
If either party materially breaches these Terms and Conditions and fails to cure such breach within 30 days after written notice from the non-breaching party specifying such breach, then the non-breaching party may elect to immediately terminate the Services by written notice to the breaching party. In addition to and without limiting the foregoing, if Client fails to timely pay any Service Fee, Work Order Charges, or administrative fees due under these Terms and Conditions, then BrightView may elect, in its sole discretion, to delay, withhold, suspend or cancel Services without further notice to Client, and BrightView shall have no responsibility whatsoever for any consequences thereof, in respect of which the Client hereby indemnifies BrightView, and fees (as set out hereunder) shall continue to accrue and any extra expenses resulting from such withholding shall be for the Client’s responsibility.
Either BrightView or Client may immediately terminate the Services upon written notice to the other party if (i) the other party makes an assignment for the benefit of creditors, (ii) a petition of bankruptcy is filed by or against the other party or (iii) all or substantially all of the other party’s property is levied upon or scheduled to be sold in a judicial proceeding.
General Provisions.
During the Term of the Services and for a period of 12 months following the Service’s termination, the Client shall not, without the written permission of BrightView or an affected affiliate, directly or indirectly (i) solicit, employ or retain, or have or cause any other person or entity to solicit, employ or retain, any person who is employed by BrightView and performing Services hereunder, or (ii) encourage any such person not to devote his or her full business time to the Client, or (iii) agree to hire or employ any such person. Recognizing that compensatory monetary damages resulting from a breach of this section would be difficult to prove, Client agrees that such breach will render it liable to BrightView for liquidated damages in the amount of $10,000.00 for each such employee.
The Services shall be governed by the law of the State of Delaware, except with regard to its conflicts of laws doctrines. Both parties expressly agree that any and all legal proceedings arising under these Terms and Conditions will be brought exclusively in the state and federal courts located where Services will be furnished.
These Terms and Conditions, together with any Scope of Landscape Services, Work Order hereunder, or any other schedules and exhibits, constitute the entire agreement of the parties with respect to the Services and Work Orders.
Except as otherwise provided herein, these Terms and Conditions may be amended or modified from time to time by BrightView.
The waiver by Client or BrightView of a breach of any provision of these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach by Client or BrightView of such provision or any other provision.
BrightView's total liability for any losses, damages, and expenses of any type whatsoever, including indemnification obligations, if applicable, incurred by Client or any of its affiliates, guests, tenants, invitees, and lessees (“Losses”), which are caused by wrongful acts or omissions of BrightView in connection with, or related to, BrightView’s performance of the Services, shall be limited solely to proven direct and actual damages in an aggregate amount not to exceed the amounts actually paid to BrightView hereunder. Further, in no event will either party be liable for special, indirect, incidental, or consequential damages, irrespective of the form or cause of action, in contract, tort or otherwise, whether or not the possibility of such damages has been disclosed in advance or could have been reasonably foreseen.
BrightView’s performance will be excused without penalty to the extent BrightView is unable to perform as a result of accidents, acts of God, extreme weather conditions, inability to secure products, fire, earthquake and rules, regulations or restrictions imposed by any government or governmental agency, national or regional emergency, epidemic, pandemic, health related outbreak or other medical events not caused by one of the Parties, or other delays or failure of performance beyond the commercially reasonable control of BrightView.
Unless otherwise expressly provided in a provision that cross-references this Section 7(h), in the event of any conflict or inconsistency between these Terms and Conditions, any Statement of Work (“SOW”) and/or any exhibit to these Terms and Conditions or any SOW, the order of precedence will be: These Terms and Conditions, an exhibit to these Terms and Conditions, an SOW and an exhibit to that SOW.
Notices. Except as otherwise specified in writing, all notices and other communications under these Terms and Conditions must be in writing and sent by overnight courier service such as FedEx or sent by U.S. registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received the next business day following timely deposit with an overnight courier, or three (3) days after timely deposit in the U.S. mail, with the communication addressed as follows:
If to BrightView:
Office of the General Counsel
980 Jolly Rd., Suite 300
Blue Bell, PA 19422
Client agrees that BrightView may use images, videos, and stories of the work BrightView performs on Client’s Property, for various marketing purposes, including corporate brochures, digital media campaigns, trade show booths, advertising, web, public relations, news stories, and award submissions.
BrightView is committed to taking care of each other, our clients and communities. The BrightView Code of Conduct, which is located at: https://www.brightview.com/sites/default/files/bv_code_of_conduct.pdf, keeps us true to our values. If you become aware of a violation of the BrightView Code, we encourage you to report it by: (I) Filing a report at www.brightviewconcerns.com; or (II) Calling our 24-hour, 7-day per week compliance hotline at (800) 461-9330. Thank you for your confidence in partnering with BrightView.
