Standard Terms for Plant-Selection and Ecological Consulting

Effective date: July 25, 2026

Standard Terms version: 2026-07-25

1. Agreement and Project sequence

These Standard Terms and the applicable project-specific Service Order form the agreement between Phytonomen LLC (“Phytonomen”) and the client identified in the Service Order. “Project” means the work described in that Service Order.

An initial project submission is only a nonbinding request for manual scope review. It does not create a client relationship, accept a Project, authorize work, or require payment.

A Service Order is normally available for acceptance for 14 calendar days and expires at 11:59 p.m. Eastern Time on its stated expiration date. If a verified failure of Phytonomen’s acceptance or payment platform materially prevents timely acceptance, Phytonomen will extend the deadline by one business day. Ordinary client device, connectivity, or email problems do not automatically extend the deadline.

The agreement becomes effective only after the client affirmatively accepts the Service Order and these Standard Terms and successful payment is recorded. Acceptance alone does not authorize research. Work proceeds in the sequence described in the Service Order, including receipt of any required client materials or completion of any included consultation call before substantive research begins.

2. Service scope

Unless the Service Order expressly states otherwise, the Service is a remote professional assessment based on client-supplied project information, photographs, measurements, maps, sketches, tests, and other supplied materials; reputable public and professional sources; authorized outside-provider information; and Phytonomen’s professional plant-selection and ecological judgment.

A site visit, field inspection, sampling, measurement, or independent field verification is included only when expressly stated in the Service Order.

Phytonomen does not provide scaled landscape plans, exact plant locations or quantities, construction drawings, installation specifications, engineering, surveying, boundary or utility location, legal advice, medical or veterinary advice, toxicological services, permitting services, or landscape-architectural services unless separately and lawfully contracted.

3. Client information and responsibilities

The client will provide timely, accurate, and sufficiently complete Project information and disclose material site conditions and known safety concerns. The client confirms that it has authority to provide all submitted materials.

Phytonomen provides professional research and recommendations within the agreed scope. The client remains responsible for purchasing, installation, watering, establishment, maintenance, monitoring, permits, approvals, utilities, boundaries, easements, legal restrictions, field verification, and work requiring a regulated professional. Recommendations must not be used outside the agreed Project without reassessing their applicability.

4. Uncertainty and conflicting information

When uncertainty affects only part of the analysis, Phytonomen will withhold, qualify, or condition only the affected recommendation when reasonably practicable.

When client information, photographs, provider findings, public records, or other Project materials materially conflict, Phytonomen will identify the inconsistency, notify the client, and request clarification or supporting documentation. Phytonomen may communicate with an authorized outside provider, continue unaffected work, and withhold, qualify, or revise only the affected recommendation. If the conflict cannot reasonably be resolved, the deliverable will identify the competing information, assumptions used, and resulting limitation. Phytonomen is not required to choose among materially conflicting sources without a reasonable professional basis.

5. Outside verification and providers

Outside verification is arranged and paid for by the client unless expressly included in the Service Order. Outside providers remain independent and are not Phytonomen employees, agents, representatives, subcontractors, or joint venturers merely because Phytonomen reviews their work or communicates with them.

Phytonomen may communicate with an outside provider only under a written, project-specific authorization identifying the provider, purpose, and permitted information. Phytonomen may exchange information and seek technical clarification, but may not hire the provider for the client, bind the client, change the client’s contract, approve costs, authorize work, supervise performance, accept work for the client, or make financial or legal commitments for the client.

An outside provider may rely only on information expressly identified as client-authorized. Phytonomen’s technical questions, observations, or concerns are not client instructions, and material decisions must be confirmed directly by the client.

Phytonomen will ordinarily copy the client on substantive written provider communications when practical, retain provider reports and material responses in the Project record, provide the client access to reports received directly, and summarize substantive telephone or video communications in writing. Purely administrative scheduling or transmission exchanges may be omitted unless they become material. A communication may be temporarily withheld only when legally required, necessary to protect system security, or reasonably necessary to investigate suspected fraud or misuse.

Provider-originated findings will identify the provider and relevant date, be attributed, and be used with qualified reliance. Phytonomen does not present them as independently verified, applies its own judgment only within the agreed consulting scope, and does not guarantee the provider’s credentials, methods, accuracy, compliance, or performance. A materially different provider, purpose, or information category requires a new authorization. The client may withdraw authorization prospectively; withdrawal does not reverse communications validly made before withdrawal.

6. Schedule and material delay

The Service Order states an estimated schedule, not a guaranteed completion date. The estimate may change because of client delay; incomplete, corrected, materially changed, or supplemental information; unexpected research complexity; technical or communication failure; illness or emergency; events outside Phytonomen’s reasonable control; or an accepted written scope amendment.

Phytonomen will provide prompt written notice, ordinarily within two business days after determining that a material delay will affect delivery. The notice will identify the reason, affected work, work completed or continuing, any client action required, and the revised estimated delivery date.

If the revised estimated date is more than 30 calendar days after the original estimated date, the client may cancel during the 10-business-day period after effective delivery of the delay notice. That period ends at 11:59 p.m. Eastern Time on the final day. A timely request for clarification about the material delay pauses the cancellation period until Phytonomen provides a substantive written response. Cancellation is effective when Phytonomen receives the client’s written notice.

7. Research-start notice, cancellation, and refunds

The client may cancel before substantive research begins and before the written research-start notice is effectively delivered. A fee becomes nonrefundable only after both substantive research begins and the email provider records the research-start notice as Delivered. Queued, sent, attempted, deferred, bounced, rejected, or otherwise unconfirmed messages are not effective delivery.

If the notice bounces or cannot be delivered, Phytonomen will pause research and request corrected contact information or establish another documented written delivery method. An attempted notice alone does not make the fee nonrefundable. If delivery remains impossible and the client does not respond, Phytonomen may close the Project after 30 days of inactivity.

For a qualifying refund, Phytonomen will initiate the refund within 10 business days and will not deduct ordinary payment-processing charges. The client’s financial institution may require additional processing time.

If Phytonomen cancels after research begins and cannot complete the contracted Service, Phytonomen will refund the portion attributable to unperformed work and provide reasonably usable partial work unless doing so would be misleading, unsafe, legally restricted, or professionally irresponsible.

8. Deliverable, delivery, and follow-up

The final PDF or other final-format report identified in the Service Order is the authoritative deliverable unless the Service Order expressly states otherwise. Electronic delivery is effective only when the email provider records the delivery message as Delivered and the attachment or secure download link is accessible. A queued or sent message alone is not delivery.

A secure download link will remain active for at least 90 days after effective delivery. Phytonomen will provide replacement access or another copy without charge for one year after delivery, subject to reasonable identity verification, ordinarily within 10 business days. Clarification, revision, or follow-up included in the fee is limited to the allowance stated in the Service Order.

9. Supplemental work and amendments

Reasonable clarification and review needed to address ordinary inconsistencies within the agreed scope are included in the Service Fee. New, corrected, conflicting, or late information may require a supplemental fee or amended Service Order when it materially increases the work.

Before chargeable supplemental work begins, written terms will identify the added or revised scope, why it is outside the original scope, fee or billing basis, schedule and deliverable effects, original work replaced or unaffected, acceptance method and date, and applicable terms version. Chargeable supplemental work requires affirmative written acceptance. Silence, continued discussion, meeting attendance, requests for clarification, or submission of additional materials do not authorize additional charges.

A narrowly limited exception permits protective action necessary to prevent imminent loss of Project records or address a serious security problem. It does not authorize ordinary consulting work or discretionary charges. Declining supplemental work does not automatically cancel unaffected work, although Phytonomen may qualify or omit recommendations that cannot responsibly be completed without it.

10. Client materials and intellectual property

The client retains ownership of photographs, maps, reports, plans, data, and other materials the client supplies and grants Phytonomen a limited license to review the request; administer and perform the Project; communicate with authorized providers; prepare and deliver the work; maintain appropriate records; support quality control; and meet legal and business obligations.

Phytonomen retains its pre-existing methods, templates, report structures, databases, taxonomic resources, analytical processes, conventions, standard language, software, internal documentation, and other background intellectual property. Phytonomen retains copyright in the project-specific report and other original deliverables.

After full payment, the client receives a perpetual, nonexclusive, fully paid license to use, reproduce, store, and share the deliverable for the client’s property or organization; internal decisions; purchasing, sourcing, implementation, and maintenance; permitting or approvals; grant or institutional records; communication with nurseries, contractors, installers, regulators, advisers, and other professionals; and future planning related to the Project.

Without written permission, the client may not resell the deliverable, publish or license it as a standalone commercial product, remove attribution, represent it as another person’s work, or use it to train or create a competing commercial consulting product.

11. Confidentiality, de-identification, and publicity

Each party will reasonably protect the other’s nonpublic Project and business information. Disclosure is permitted when reasonably necessary to perform the Project; use authorized service providers; communicate with authorized outside professionals; obtain legal, accounting, insurance, or professional advice; comply with law or process; respond to an emergency or security incident; or enforce the agreement.

Phytonomen may use generalized or de-identified Project knowledge internally to improve methods and services. Information is not de-identified if direct or combined details can reasonably identify the client, organization, exact property, or Project.

Phytonomen will not use a client or organization name, logo, testimonial, voice or likeness, exact address, recognizable property image, identifiable plan, map, report excerpt, or similar identifying information for advertising, portfolio use, publicity, social media, or an identifiable case study without separate optional written consent. Publicity consent is never required for the Service and is not preselected. It may be withdrawn prospectively, although already published or distributed material may not be fully retractable.

12. Professional limitations and warranty

Recommendations reflect the Project information and reasonably available sources at the time of preparation. Living systems and future conditions are inherently variable. To the fullest extent permitted by law, Phytonomen does not guarantee plant availability, true-to-name status, survival, establishment, performance, regulatory status, contractor performance, or a particular landscape outcome. Public databases and legal or invasive-species records may change or contain gaps.

These limitations do not disclaim Phytonomen’s obligation to provide the professional research, judgment, and recommendations described in the Service Order, and they do not exclude a warranty or right that applicable law does not permit the parties to exclude.

13. Liability

To the fullest extent permitted by law, Phytonomen is not liable for indirect, incidental, special, exemplary, consequential, or punitive damages; lost profits or opportunity; losses caused by unauthorized use of the deliverable; or the independent performance of an outside provider, contractor, nursery, installer, or other third party.

To the fullest extent permitted by law, Phytonomen’s aggregate liability arising from the affected Project, including claims involving purchasing, removal, replacement, installation, redesign, or third-party services, will not exceed the Service Fee actually paid for that Project. This section does not exclude or limit liability, remedies, or consumer rights that applicable law does not permit the parties to waive or limit.

14. Concerns, governing law, and court proceedings

Before filing suit, a party must give written notice describing the concern and allow at least 30 days for good-faith direct resolution efforts.

New York law governs, subject to applicable consumer-protection, conflict-of-law, and jurisdictional rules. A proceeding may be brought in an appropriate New York state or federal court that has jurisdiction. These Terms do not require arbitration. The agreement does not waive a jury trial or class procedure or shift attorney fees to the prevailing party.

15. Electronic records, notices, and contact changes

The client may accept electronically after receiving the applicable electronic records disclosure. The client may retain or print the Service Order, these Standard Terms, the disclosure, and the acceptance confirmation.

Electronic-record consent may be withdrawn prospectively without charge by a verified written request. Withdrawal does not invalidate records or notices validly delivered before withdrawal. Phytonomen will provide a reasonable paper or alternative process for future required records.

A client may update contact information through a verified written request. Phytonomen will make the update effective within five business days and retain an audit record of the prior and replacement information.

16. Privacy, retention, and general provisions

The Privacy Notice describes information handling and retention. Accepted Project and agreement records and accounting records are normally retained for seven years after completion; notification and security-delivery logs are normally retained for 90 days; and longer retention may apply for a legal hold, dispute, fraud, security incident, or other legitimate obligation.

If a provision is unenforceable, the remainder continues to the extent legally permitted. Failure to enforce a provision once is not a waiver. A change to the Project requires a written amendment or revised Service Order; these Standard Terms may be updated only as identified by the version incorporated into the accepted Service Order.

Questions, paper-copy requests, electronic-consent withdrawals, contact updates, and formal notices may be sent to consulting@phytonomen.com.