CSOW Standard Terms

Version 2.5 — July 2, 2026 StruxOS Inc., d/b/a MulchManagers Applies to: every Commercial Scope of Work generated through the Platform

These CSOW Standard Terms ("Standard Terms") are incorporated by reference into each Commercial Scope of Work ("CSOW") generated, approved, or managed through the MulchManagers Platform, except to the extent the project-specific CSOW expressly states otherwise. Capitalized terms not defined here have the meanings given in the Customer Terms of Service and the Vendor Participation Agreement. StruxOS is a technology company and is not a party to any Project Contract formed under these Standard Terms.

1. The Project Contract and Order of Precedence

1.1 Formation

A Customer's Award of a Bid through the Platform constitutes the Customer's acceptance of the Vendor's binding Bid for the applicable approved CSOW. Upon Award, the approved CSOW, the awarded Bid, these Standard Terms, and any approved change orders together form the contract for the Project (the "Project Contract") between the Customer and the awarded Vendor.

1.2 Countersignature

Where the Platform provides a countersignature step, the Vendor must execute it through the Platform before commencing work, and the resulting executed CSOW record maintained by the Platform is the definitive record of the Project Contract. The executed CSOW record will be available to both the Customer and the Vendor through the Platform. The absence of a countersignature step does not relieve the Vendor of its obligations under an Award it received on a Bid it submitted.

1.3 Order of precedence

If the documents forming the Project Contract conflict, the following order controls, each to the extent of the conflict: (a) approved change orders, most recent first; (b) the project-specific terms of the approved CSOW; (c) the awarded Bid; (d) these Standard Terms.

1.4 Platform role

StruxOS is not a party to the Project Contract, does not guarantee performance or payment by either party, and does not process payments. The Platform is the system of record for the Project Contract and its documentation.

2. Scope and Performance

2.1 Scope of work

The Vendor will perform the services described in the approved CSOW, including material type and grade, installation depth, coverage areas and zones, quantities, and any stated installation requirements and exclusions. Work not described in the Project Contract is excluded unless added by an approved change order.

2.2 Schedule and site presence

The Vendor will perform within the start date, completion deadline, and permitted work hours stated in the CSOW, including any stated arrival and departure windows. The Vendor will notify the Customer through the Platform of scheduling changes as soon as reasonably practicable.

2.3 Materials

Where the CSOW states that materials are Vendor-supplied, the Vendor is responsible for procuring materials conforming to the stated specifications and for documenting delivery through the Platform. Where the CSOW states that materials are Customer-supplied, the Customer is responsible for conforming materials being available at the site by the scheduled start, and the Vendor must document any nonconformity through the Platform before installing.

2.4 Workmanship

The Vendor will perform the work in a professional and workmanlike manner, in conformance with the Project Contract, applicable law, and prevailing commercial landscaping standards, and will leave the site in the cleaned-up condition the CSOW requires, including debris removal and disposal unless the CSOW states otherwise.

2.5 Damage to property

The Vendor is responsible for damage to the Customer's real or personal property caused by the Vendor's personnel, subcontractors, or equipment in the course of performing the work. The Vendor will repair or reimburse documented damage within thirty days after it is reported through the Platform with reasonable supporting detail, unless the CSOW states a different period. If the Vendor fails to timely repair or reimburse the damage, the Customer may, upon notice through the Platform, set off the reasonably documented repair costs against any amounts owed to the Vendor. This obligation does not apply to conditions the Project Contract identifies as pre-existing or to damage caused by the Customer or third parties.

3. Site Conditions

3.1 Customer site-readiness responsibilities

The Customer is responsible for the site-readiness items stated in the CSOW, which may include bed edging, weed removal, irrigation status, access arrangements, gate codes, staging areas, and parking. The Customer will provide safe and lawful site access for the scheduled work.

3.2 Site-not-ready protocol

If the site is not ready as stated in the CSOW when the Vendor arrives for scheduled work, the Vendor must document the condition through the Platform with photographs before leaving or proceeding. Where the CSOW states a remobilization fee, that fee applies to a documented site-not-ready event, and the parties will reschedule through the Platform.

3.3 Differing site conditions

If site conditions materially differ from the assumptions in the Project Contract, the Vendor must document the condition through the Platform and request direction or a change order before proceeding in a way that would affect scope, price, or schedule.

4. Change Orders

No change to scope, pricing, materials, or schedule is effective unless documented and approved through the Platform as a change order before the changed work is performed, except that immaterial field adjustments that do not affect price, quantity, or completion date may be documented promptly after the fact. Neither party may rely on an undocumented change.

5. Documentation

The Vendor will provide the project documentation the CSOW requires, which may include pre-installation and post-installation photographs, material delivery receipts, completion timestamps, and site condition notes. Material project communications, delivery confirmations, completion records, deficiency responses, and change orders must be documented through the Platform so the system of record remains complete. Documentation obligations survive completion for the purpose of resolving any timely deficiency report.

6. Completion, Inspection, and Acceptance

6.1 Completion notice

The Vendor marks work complete through the Platform, with the required completion documentation attached.

6.2 Inspection window

Unless the CSOW states otherwise, the Customer has three business days to inspect and either accept the work or submit a deficiency report through the Platform, with reasonable supporting detail. The inspection window begins when the Vendor's completion notice and the required completion documentation are available to the Customer through the Platform.

6.3 Cure

The Vendor has five business days after a timely deficiency report to cure the documented deficiency, unless the CSOW states a different period or the parties agree otherwise through the Platform. Cure work is documented through the Platform like original work.

6.4 Deemed acceptance

If the Customer neither accepts nor submits a deficiency report within the inspection window, the work is deemed accepted as provided in the CSOW.

6.5 Service-specific performance standards

The applicable CSOW may state service-specific performance, correction, or warranty standards for the service line involved, and StruxOS may publish service-line schedules that are incorporated into a CSOW where that CSOW expressly says so. For mulch installation, unless the CSOW states otherwise, the Vendor will correct documented material settling or coverage deficiencies reported through the Platform within seven days after completion notice, at no additional charge, where the deficiency results from the Vendor's installation rather than site use, weather events, or third-party disturbance.

7. Payment

7.1 Terms from the awarded Bid

Payment amounts, timing, any deposit or down-payment requirement, and any additional fees or surcharges (such as fuel, delivery, or remobilization charges) are as stated in the awarded Bid and reflected in the Project Contract. No fee, surcharge, or deposit requirement is chargeable unless it is stated in the awarded Bid, the approved CSOW, or an approved change order. The Vendor expressly waives any right to seek additional compensation under theories of quantum meruit, unjust enrichment, or course of dealing for any fee, surcharge, or work not expressly documented and approved through the Platform. Where the awarded Bid is silent on timing, payment is due net 30 days from the Customer's acceptance or deemed acceptance.

7.2 Late payment

Where the Project Contract provides for late charges, they may not exceed the lesser of 1.5% per month or the maximum rate permitted by applicable law.

7.3 Invoicing and payment flow

Invoices must be submitted through the Platform so the system of record remains complete. Unless and until StruxOS activates integrated payments, funds move directly between the Customer and the Vendor outside the Platform; StruxOS does not hold, collect, or guarantee payment. If integrated payments are activated, payment flows through the designated payment processor as described in the Customer Terms of Service and the Vendor Participation Agreement, and the Project Contract's payment amounts and timing are unchanged by the payment channel.

7.4 Liens and lien waivers

The Vendor agrees to keep the Property free and clear of all mechanic's liens and materialman's claims arising from the Vendor's work, personnel, subcontractors, or suppliers. Upon the Customer's request, or automatically upon final payment, the Vendor will provide standard conditional or unconditional lien waivers for the work performed, in accordance with the laws of the jurisdiction where the Property is located. The Vendor will indemnify the Customer and StruxOS against any lien filed by the Vendor's subcontractors or suppliers in connection with the Project.

8. Insurance

The Vendor must maintain the coverage required by the Vendor Participation Agreement, including commercial umbrella coverage, plus any additional coverage stated in the project-specific CSOW. Where the CSOW requires it, the Vendor must name the property owner or other designated party as an additional insured on a primary and non-contributory basis and provide certificates through the Platform before commencing work.

9. Suspension and Termination of a Project

9.1 Before commencement

Before work commences, either party may cancel the Project through the Platform; any documented remobilization, restocking, or material-procurement costs stated in the Project Contract apply.

9.2 For cause

Either party may terminate the Project Contract for the other party's material breach that remains uncured ten days after written notice through the Platform, or immediately for fraud, safety violations, or loss of required credentials. Termination is documented through the Platform, and amounts owed for work properly performed and documented before termination remain payable.

9A. Force Majeure (Project Contract)

Neither the Customer nor the Vendor is liable for delay or failure to perform under a Project Contract, other than payment obligations for work already performed and documented, when the delay or failure is caused by events beyond the affected party's reasonable control, including severe weather, named storms, flood, fire, governmental action, or utility failure. The affected party must notify the other party through the Platform as soon as reasonably practicable, and the parties will document any resulting schedule adjustment through the Platform. If a force majeure event prevents performance for more than thirty days, either party may cancel the affected Project under Section 9.1 or terminate under Section 9.2 as applicable, and amounts owed for work properly performed and documented remain payable.

10. Disputes

The parties will first document the dispute and attempt resolution through the Platform's records and communications. Disputes between the Customer and the Vendor under a Project Contract are between those parties; StruxOS may facilitate communication and provide the system-of-record documentation but is not an arbitrator, guarantor, or party. Nothing in these Standard Terms limits the dispute-resolution provisions of the Customer Terms of Service or the Vendor Participation Agreement as between each party and StruxOS.

11. Relationship of the Parties

The Vendor is an independent contractor of the Customer for the Project. Nothing in the Project Contract creates an employment, agency, partnership, joint venture, or joint-employer relationship among the Customer, the Vendor, or StruxOS.

12. Modifications to these Standard Terms

StruxOS may publish updated Standard Terms from time to time. The version incorporated into a CSOW is the version published when that CSOW is approved; later updates do not change an existing Project Contract.

13. Governing Law for the Project Contract

The Project Contract, and any dispute between the Customer and the Vendor arising out of or relating to it, are governed by the laws of the state in which the applicable Property is located, without regard to conflict-of-laws rules.

---