Terms of Service

Agroforestry Design Consultation Services

Effective Date: March 2025

These Terms of Service ("Terms") govern the provision of agroforestry design consultation services ("Services") by Propagate Group PBC ("Propagate," "we," "us," or "our"), located at 4845 Pearl East Cir Ste 118, PMB 89757, Boulder, Colorado, 80301-6112, to clients ("Client," "you," or "your") who engage our Services.

BY PAYING THE INVOICE FOR OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

1. Acceptance of Terms

Payment of any invoice for an Agroforestry Analysis issued by Propagate constitutes your acceptance of these Terms. The specific scope of work, deliverables, timeline, and pricing for your project are detailed in the proposal provided to you separately ("Proposal"). The Proposal and these Terms together constitute the entire agreement between you and Propagate.

2. Services Provided

Propagate agrees to perform agroforestry design consultation services on behalf of the Client as outlined in the Proposal. We will provide such Services to the best of our ability and in a timely fashion consistent with industry standards and the timeline specified in the Proposal.

3. Client Responsibilities

The Client agrees to:

  1. Participate to the best of their ability in the planning and consultation process;

  2. Communicate and respond to requests for information from Propagate in a timely fashion;

  3. Provide accurate and complete information necessary for Propagate to perform the Services;

  4. Grant Propagate access to the property as reasonably necessary to perform the Services, subject to reasonable notice and scheduling; and

  5. Comply with the payment terms as outlined in the Proposal.

4. Payment Terms

All fees, payment schedules, and payment methods are specified in the Proposal. Payment is due according to the schedule outlined in the Proposal. Late payments may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on any outstanding balance.

5. Term and Deliverables

The term of this engagement shall commence upon payment of the invoice and shall remain in effect until the Client has received the final iteration of design deliverables as specified in the Proposal. Propagate will make a good faith effort to provide reasonable additional assistance with respect to access and interpretation of completed planning deliverables after the completion of the final design iteration, subject to Propagate's availability.

6. Termination

Either party may terminate this agreement by providing written notice to the other party. In the event of termination by the Client, the Client shall pay for all Services performed up to the date of termination, plus any non-refundable expenses incurred. Unless otherwise agreed to in writing by Propagate, the Client shall pay the balance of the total fee stated in the Proposal.

7. Confidentiality

Both parties agree to keep confidential all proprietary information exchanged during the course of this engagement, except as required by law or with the prior written consent of the other party. This obligation shall survive the termination of these Terms.

8. Intellectual Property

Upon full payment of all fees, Propagate grants the Client a non-exclusive, non-transferable license to use the deliverables for the Client's property as specified in the Proposal. Propagate retains all intellectual property rights in methodologies, templates, and general know-how. The Client may not reproduce, distribute, or create derivative works from the deliverables for commercial purposes without Propagate's prior written consent.

9. Limitation of Liability

The Services provided by Propagate are advisory in nature. Implementation of any recommendations is at the Client's sole discretion and risk. To the maximum extent permitted by law, Propagate shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising out of these Terms or the Services. Propagate's total liability shall not exceed the total fees paid by the Client under the Proposal.

10. Warranties and Disclaimers

Propagate warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROPAGATE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Propagate does not guarantee specific results from implementation of recommendations.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Propagate, its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from the Client's implementation of the Services or deliverables, or from any breach of these Terms by the Client.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms shall be resolved through good faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Boulder County, Colorado, in accordance with the rules of the American Arbitration Association.

14. Entire Agreement and Modifications

These Terms, together with the Proposal, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, representations, and warranties. These Terms may not be modified except by a written amendment signed by both parties.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the extent necessary to make it valid and enforceable while preserving its intent.

16. Assignment

The Client may not assign or transfer these Terms or any rights hereunder without Propagate's prior written consent. Propagate may assign these Terms to any successor or affiliate without consent.

16. Notices

All notices required or permitted under these Terms shall be in writing and delivered to the address provided in the Proposal or invoice, or to such other address as either party may designate in writing. Notices may be delivered by email, certified mail, or recognized courier service.

Questions about these Terms?

If you have any questions about these Terms of Service, please contact us at the address listed above or via the contact information provided in your Proposal.

By paying the invoice for our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.