General Terms and Conditions for Services

1. 1. Services.

      1. Horizon Pest Control (“Horizon”) will perform certain services more particularly described in the Service Agreement(s) (each an “SA”) which may be entered into from time to time by the parties and, upon execution, will be incorporated and made part of these General Terms and Conditions for Services (the “Services”). The SA(s), together with these terms, and the Termite and Wood Destroying Insect Rider (if applicable) shall collectively be referred to herein as the “Agreement.” No obligation to provide any Services shall be incurred by Horizon until such time that an SA has been executed by authorized representatives of both parties. The existence of this Agreement shall not be construed as imposing any obligation upon the Horizon to agree to an SA or to otherwise perform any Services for the Client. In certain circumstances, Horizon may accept verbal acceptance of the SA from Client by telephone at 201-447-2530.

      2. Horizon will perform Services only in areas and structures specifically identified in the SA(s). Unless expressly provided for in the SA, Horizon has no obligation to perform Services in portions of any structure not identified in the SA, detached garages, decks, sheds, fences, retaining walls, or other structures.

      3. Client represents that they are the owner of the premises upon which the Services will be performed, or are authorized by the property owner to engage Horizon to perform the Services at the property.

   2. Cooperation of Client.

      1. Client agrees to comply with all reasonable requests of Horizon and shall provide Horizon’s personnel with unrestricted access to all areas of the premises as may be reasonably necessary for the performance of the Services. Client shall ensure that Horizon is provided with unrestricted access to all areas where treatment will be provided pursuant to the SA at the time of service. Client is responsible for removal or relocation of personal property, furniture, equipment, or other items, if requested by Horizon’s personnel in to provide the Services. If access is not provided, or if the areas for treatment are obstructed, one or more follow-up visits may be required at an additional cost.

      2. Horizon may provide recommendations to maximize the likelihood of success for the treatment(s) provided. By way of example only, Horizon may recommend that the Client remedy structural issues conducive to pest related infestations, use of over-the-counter treatments, or abatement of sanitary conditions. Client acknowledges their obligation to comply with Horizon’s recommendations. Failure to comply with Horizon’s recommendations may void Horizon’s warranty, in Horizon’s sole discretion.

      3. Client shall be responsible to ensure that any treatments, bait stations, traps, or other Service related equipment or items installed or placed by Horizon are not tampered with, removed, damaged, buried, or disturbed. Client is responsible to ensure that children, pets, and livestock are supervised in areas where bait stations, traps or other Service related equipment is installed to prevent injury or damage.

   3. Fees and Expenses.

As consideration for Horizon’s rendition of the Services, Client agrees to pay Horizon the fees set forth in the SA(s) (the “Fees”). The Fees are exclusive of taxes, governmental charges and expenses, which amounts will be billed to and paid by Client. In the SA contains a payment schedule, it is Client’s obligation to timely remit payment.

1. 1. Billing and Payment.

Horizon shall issue invoices to Client pursuant to the timetable set forth in the SA. Client authorizes Horizon to charge the credit card or debit Client’s account via ACH for all payments, including any renewals of the SA. In the event automated charge or debit is not set up, Client will pay invoices in U.S. dollars within thirty (30) days of the date of Horizon’s invoice. Payments must be made in the form set forth in the SA, unless otherwise agreed upon by Horizon. Any amounts not paid by Client when due shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. In addition, Client will pay a late fee of $30.00 for any late payment to cover administrative expenses associated with processing late payments. Horizon reserves the right to withhold or delay providing services, or terminate this Agreement in the event Client fails to timely remit Fees in accordance with the Agreement. In the event Horizon elects to terminate this Agreement or interrupt the service schedule due to Client’s failure to timely remit payment, Horizon will have no further obligation to the Client for continuation of treatment, inspections, monitoring, or other services, and any warranty will automatically become void. Client acknowledges that they are responsible for all costs of collection incurred by Horizon, including reasonable attorney’s fees, court and/or arbitration costs, and other reasonable fees incurred resulting from Client’s failure to timely remit payment.

1. 1. Warranty.

Horizon warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. Horizon shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder. In the event the Services do not abate the pest infestation in which they were intended to control during the term of this Agreement, Horizon will provide re-treatment of the same kind at no cost to the Client.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 5. IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF ANY AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

1. 1. Chemical Sensitivity.

If client or other occupants of the structure, or adjacent buildings, believe they are or may be sensitive to pesticides or their odors, and/or if the customer or other occupants have consulted with a medical doctor, or other healthcare providers, regarding such sensitivity, the client must notify Horizon in writing, in advance of treatment of the structure(s). Horizon reserves the right, upon receipt of such notification, to deny or terminate service. Failure to provide such notification represents the customer’s assumption of risk and waiver of any claims against Horizon in connection with such sensitivity.

1. 1. Limitation of Liability; Actions.

IN NO EVENT SHALL HORIZON BE LIABLE UNDER THIS AGREEMENT TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO PERSONAL PROPERTY OR REAL PROPERTY, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES , EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF HORIZON OR ITS EMPLOYEE(S). HORIZON’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO HORIZON UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

1. 1. Term, Termination, and Renewal.

      1. Term: The term of this Agreement shall be one (1) year (unless otherwise stated in the SA), commencing upon full execution hereof by the parties, unless sooner terminated as set forth herein.

      2. Termination for Breach. Either party may terminate this Agreement at any time in the event of a breach by the other party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.

      3. Termination Without Cause:

         1. This Agreement may be terminated by Client, for any reason with or without cause, upon thirty (30) days’ prior written notice to Horizon. As a condition of termination, Client will be responsible for the balance due for the balance of the Agreement term as a termination fee.

         2. This Agreement may be terminated by Horizon, for any reason with or without cause, upon thirty (30) days’ prior written notice to the Client. In the event Horizon terminates this Agreement without cause, Horizon’s only obligation will be to refund any unused portion of prepaid fees received by Horizon, as determined by Horizon in its sole discretion.

      4. Renewal. Client agrees that this Agreement shall renew at Horizon’s election, unless terminated by the Client in writing at least thirty (30) days prior to the end of the term, as set forth in the SA. Client authorizes Horizon to include annual renewal price increases of up to seven (7%) percent without notice. In the event Horizon seeks to increase pricing more than seven (7%) percent for any renewal, Horizon will provide written notice, which may be delivered by email or regular mail, at least sixty (60) days prior to the expiration of the existing term. If Client does not timely provide written notice of non-renewal or termination at least thirty (30) days prior to the end of the term, Client will be deemed to have accepted the renewal SA terms and pricing.

   2. Non-Solicitation.

During the term of this Agreement and for two (2) years following the expiration or termination date of the Agreement, Client agrees not directly or indirectly solicit, hire, contract, or otherwise engage any employee or contractor of Horizon providing Services or support to the Client. This non-solicitation shall be construed to prohibit Client from soliciting or attempting to induce any Horizon personnel performing Services hereunder on behalf of Horizon to leave the employ of Horizon.

1. 1. Relationship of the Parties.

The relationship of the parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents.

1. 1. Force Majeure.

Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

1. 1. Partial Invalidity.

In the event that any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement; and (2) the remaining provisions of the Agreement shall continue in full force and effect.

1. 1. Survival.

Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.

1. 1. Waiver.

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

1. 1. Governing Law and Venue.

Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its.

1. 1. Commercial Arbitration rules.

Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one (1) arbitrator sitting in Bergen or Passaic County. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of New Jersey. The decision of the arbitrator(s) shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential, indirect, incidental, special, exemplary, punitive or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.

1. 1. Collection Expenses.

If Horizon incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Client agrees to reimburse Horizon for all such costs, expenses and fees.

1. 1. Headings; Construction.

The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.

1. 1. Entire Agreement; Modification.

The Agreement (along with any attachments incorporated herein) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. No change, modification, amendment, or addition of or to this Agreement shall be valid unless in writing and signed by authorized representatives of the parties. Each party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.

TERMITE AND WOOD DESTROYING INSECT RIDER

The Following provisions shall apply to Services for abatement of termites and other wood destroying insects:

1. Conducive Conditions: Client agrees to maintain the property free from conducive conditions, which would contribute to an infestation or re-infestations by subterranean termites, including but not limited to the following: wood in direct contact with the soil, faulty drainage or plumbing, structural deficiencies which will allow excessive moisture conditions to exist that could continue to contribute to a secondary infestation of termites, and soil, mulch, or ground cover over siding, steps, deck support posts or decks build just over the soil with little to no access to inspect below.

   Failure of Horizon to specifically notify the Client of the above conditions does not alter the Client’s responsibility to uphold the provision of this Agreement.

2. Modifications: Client is responsible for notification of Horizon in advance of any structural additional or modifications such as new/replacement concrete slabs, room additions, decks, finishing basement, waterproofing, major landscaping, and design next to protected structures, etc. so that any additional treatment performed, or installation of baiting system components found necessary by Horizon can be scheduled prior to making an of the above changes. Such treatments may require a one-time charge to Client for additional work to properly protect the structure once changes are made. This could also affect the annual renewal or monthly subscription fee associated with the program. Failure to notify Horizon in advance could result in the nullification of this Agreement at Horizon’s election.

3. Hidden Damage: Client agrees that it is possible that hidden damage may be present and exist in areas of the identified structure which are inaccessible to visual inspection on the date of the inspection and/or treatment. Because this is possible, Horizon cannot guarantee that the damage disclosed by visual inspection represents the total of the damage that may exist as of the date of the inspection and/or treatment and therefore not responsible for repairs to or replacement of damage in these areas.

4. Coverage: Since termites are living creatures and it is impossible to predict if they will ever attempt to re-enter the listed structure(s), Horizon makes no guarantees that the termites will not attempt to re-enter the listed structure(s) in the future. Should any new subterranean termite infestations be discovered at the structure(s) identified while this agreement is in effect, Horizon will, upon notification by the Client and inspection by Horizon, provide for a corrective baiting or chemical treatment Horizon determines to be appropriate. This Agreement is limited to re-treatment only providing there is a live active termite infestation. Horizon is in no way implied or otherwise responsible for damage caused by termites or the repairs to any part of the above listed structure(s) or its contents, whether it occurs before, exists at the time of the initial service, or occurs after services performed by Horizon. Client will be responsible for preparation of areas requiring treatment and will need to provide physical access to the areas needing re-treatment. This may include removing floor covering, moving furniture or stored items, or other obstacles to treat as specified by Horizon.

5. Client Acknowledgement: To provide the highest quality service, Horizon will rely upon Client to provide potentially accurate and complete information in preparation for service. While a utility service mark out will indicate where certain known utility lines enter a structure, Client is responsible to provide Horizon with notice of the location of any buried utilities, sprinkler systems, wiring, gas lines, buried structures, or other subterranean conditions at the property. Horizon is not responsible for damage to underground sprinklers, utility lines, or other buried items not identified by the Client or utility mark outs.

6. Site Map: As part of the service Horizon will provide a graph of the structure(s) being serviced indicating the key elements of the location. Map to include linear feet of structure(s), the areas where live activity has been found, area where damage has been observed (does not guarantee all areas have been identified), water lines, sewer lines, gas lines, electrical lines if underground, etc. Client should review with Pest Management Consultant any electrical or gas lines which may be exiting the structures to service other buildings and or features (gas lines – fire pits, grills, pool houses, etc. electrical lines – exterior lighting, pools filters, hot tubs, other structures, etc.) at the property.

7. Mark Outs: Before any termite work can commence, Horizon will schedule the required mark out. Gas lines, water lines, electrical (if underground), and sewer lines which are coming into the structure from the street will be identified and marked out by the appropriate contractor.

8. Termite Bait Stations – If applicable, will be installed in compliance with all applicable federal, state, and local laws, rules, and regulations and all applicable manufacturer recommendations.

9. Client Acknowledgment. The customer understands the following expectations and limitations of the termite baiting system.

   1. The service involves initial installation of the termite bait stations and monitoring those stations for termite activity.

   2. Intervals will be one – two visits during the installation year and then once annually during any renewal terms, until the Agreement is terminated or not renewed.

   3. Installations of the termite bait stations and termite discovery and consumption of bait inside.

   4. Devices being installed already contain the active ingredient.

   5. Start of termite bait consumption in elimination of the active termite colony.

   6. During the intervals between installation of the termite bait stations and elimination of active termite colonies, termites feeding in the structure, possibly involving additional termite damage, should be expected to occur.

   7. Additional services such as above ground baiting stations or spot applications of liquid termiticide are available to combat termite activity on a localized, short-term basis if needed. Chemical treatment, if used, may help but is not needed for termite elimination.

   8. The active ingredient in the bait system is an insect growth regulator which prevents termites from producing chiton. This form of growth regulation is a slow acting process and may take several weeks to several months to eliminate the active termite colony.

   9. Should more than 20% of the stations be missing, removed, or damaged by the property owner or another contractor at any time, Horizon reserves the right to charge for reinstallation and/or replacement of broken devices. Such fees would be due immediately and failure to pay may result in nullification of the service agreement.

   10. All components of the system are and will remain the property of Horizon and the manufacturer. The customer has no right to any of the components other than the right to their use as installed by Horizon on the client’s premises under this agreement.

   11. Upon expiration or termination of this agreement, Horizon or its representatives are authorized by the client to retrieve from the customer’s premises, the stations and other components contained therein for appropriate disposition.