Service Agreement

Effective by Acceptance of Quote or Work Commencement.

By approving a Ridgetech quote, issuing a purchase order, paying a related invoice, or instructing us to begin work (collectively, “Acceptance”), you (the “Client”) agree to these Service Terms. These terms are incorporated by reference into all Ridgetech quotes and Scopes of Work (each, an “SOW”).

1) Definitions

  • “Confidential Information”: All non-public information disclosed by either party, including trade secrets, customer data, technical specs, pricing, and strategies.

  • “Deliverables”: The outputs/services/products defined in the applicable SOW.

  • “Scope of Work (SOW)”: The detailed services, timelines, and responsibilities referenced in the quote and these terms.

2) Relationship of the Parties

Ridgetech performs services as an independent contractor. Nothing here creates a partnership, joint venture, employment, or agency relationship. Ridgetech personnel are not eligible for Client benefits. Neither party may bind the other without written authorization.

3) Scope of Work

Services are as specified in the associated SOW/quote (e.g., Salesforce configuration, customization, data migration, integrations, training, support). Client will provide timely access, resources, and decisions needed to complete work. Changes to scope/timeline require a written amendment and may be billed at standard rates unless otherwise agreed.

4) Duration & Timeline

These terms apply from Acceptance until completion of the SOW, unless terminated per Section 11. Milestones and deadlines are in the SOW. Timelines may be adjusted by mutual written agreement if dependencies or requirements change.

5) Project Delays

Ridgetech may adjust schedules if delays are caused by Client actions/inactions (e.g., approvals, data access). For external issues (third-party dependencies, force majeure), timelines will be revised in writing.

6) Pricing & Payment

Fees follow the SOW/quote and subsequent invoices. Payment is due upon receipt unless stated otherwise.

  • Out-of-Scope: Requires Client approval; billed at standard rates or per separate quote.

  • Late Payments: Invoices over 30 days past due may incur a 10% late fee (or the maximum permitted by law). Services may be suspended after prior notice.

7) Warranty & Disclaimer

For 60 days after each deliverable, Ridgetech will remediate defects due to its services so the deliverable conforms to the SOW. This excludes Client/third-party modifications and third-party platform changes. Otherwise, services are provided “as is” without additional warranties (including merchantability, fitness, non-infringement).

8) Confidentiality

Each party will protect the other’s Confidential Information, use it only for performing under these terms/SOW, and share it only with personnel under similar obligations. This survives 2 years after termination, except for legally compelled disclosures or information that becomes public through no breach.

9) Data Protection & Security

Ridgetech uses industry-standard safeguards (e.g., access controls, encryption where appropriate). Absolute security cannot be guaranteed; Client should maintain backups. Ridgetech is not liable for unauthorized access or loss except to the extent caused by its gross negligence or willful misconduct.

10) Assignment & Subcontracting

Ridgetech may assign or subcontract work to qualified providers and remains responsible for performance and confidentiality obligations.

11) Termination

Either party may terminate with 7 days’ written notice. For material breach, termination may be immediate if uncured after 7 days’ notice. Client will pay for services rendered and in-progress work through the termination date. Payments made are non-refundable. Sections intended to survive (e.g., Confidentiality, IP, Payment, Limitations) remain in effect.

12) Force Majeure

Neither party is liable for delays/failures due to events beyond reasonable control (e.g., natural disasters, war, pandemics, government action, internet outages). If such an event lasts 30+ days, either party may terminate with written notice.

13) Indemnification (Client)

Client will indemnify and defend Ridgetech against claims arising from (a) Client’s use of deliverables; (b) Client’s breach of these terms; or (c) Client data/materials infringing third-party rights or violating laws. Ridgetech will promptly notify and reasonably cooperate at Client’s expense.

14) Limitations of Liability

Ridgetech’s total liability is capped at the fees paid for the services giving rise to the claim. No liability for indirect, incidental, consequential, special, or punitive damages (including lost profits, revenue, or data), even if advised of the possibility.

15) Severability

If any provision is unenforceable, it will be modified to the minimum extent needed or removed, and the remainder remains in force.

16) Order of Precedence

If there’s a conflict, the following order governs: (1) the signed/accepted quote or SOW (including any addenda), (2) these Service Terms, (3) any referenced policies.

By accepting the quote or instructing Ridgetech to proceed, the Client agrees to these Service Terms. If you have questions before accepting, please contact us—we’re happy to clarify anything.