Terms and Conditions

1. Parties and Relationship

River Valley Contracting, a corporate contracting services provider (“RVC”, “we”, or “us”), agrees to provide the services described in the applicable Order to Client. Each Order will form a separate contract between RVC and Client, incorporating these Terms. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

2. Scope of Services

RVC will perform corporate contracting and related professional services for Client as described in the applicable Order (the “Services”). The Order will specify, as applicable, the scope, deliverables, assumptions, dependencies, schedule, service locations (on-site or remote), and any Client responsibilities. If there is a conflict between an Order and these Terms, the Order will control to the extent of the conflict.

Any services, deliverables, or outcomes not expressly described in the Order are out of scope and may require a separate Order or an approved change order as described below.

3. Changes to Scope (Change Orders)

If Client requests any change to the scope, schedule, or assumptions of an Order, RVC will assess the impact on fees, timeline, and resources. No change will be binding unless documented in a written change order or updated Order signed or otherwise approved in writing (including electronic approval) by both parties. RVC is not obligated to commence work on any requested change until the change order is fully approved.

4. Client Responsibilities and Cooperation

Client will provide timely access to facilities, systems, information, approvals, and personnel reasonably required for RVC to perform the Services, including a designated project sponsor and primary point of contact with decision-making authority. Client is responsible for the accuracy, completeness, and legality of any materials, instructions, and data it provides. Delays or failures in Client’s responsibilities may result in additional fees and schedule extensions.

Client remains solely responsible for its internal approvals (including procurement, legal, risk, and security reviews) and for how it uses any deliverables or recommendations provided by RVC.

5. Fees, Expenses, and Taxes

Client will pay the fees set out in each Order. Unless the Order expressly states otherwise, fees are in U.S. dollars, exclusive of taxes, and are non-cancelable and non-refundable once the related Services have been performed. RVC may invoice for fixed-fee engagements based on milestones or calendar-based schedules, and for time-and-materials engagements based on actual hours worked and agreed rates.

Client will reimburse RVC for reasonable, pre-approved out-of-pocket expenses incurred in providing the Services, such as travel, lodging, meals, shipping, and third-party tools or permits required by the project. RVC will provide supporting documentation upon request, subject to Client’s reasonable expense policies communicated in writing before expenses are incurred.

All invoices are due within thirty (30) days of the invoice date, unless the Order specifies a different payment term. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any reasonable collection costs. Client is responsible for all applicable sales, use, VAT, GST, and other taxes (excluding taxes based on RVC’s net income).

6. Term, Termination, and Suspension

This Agreement begins on the effective date of the first Order and continues until all Orders have expired or been terminated, unless earlier terminated as set forth here. Each Order will specify its term or expected duration. Either party may terminate an Order or this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice describing the breach in reasonable detail (ten (10) days for nonpayment).

RVC may suspend performance of the Services upon written notice if Client is in material breach of this Agreement (including failure to pay undisputed amounts when due) until the breach is cured. Upon termination, Client will pay RVC for all Services performed and expenses incurred up to the effective date of termination, including any non-cancelable third-party commitments. Sections that by their nature should survive (including payment obligations, warranties, limitations of liability, confidentiality, and dispute resolution) will survive termination or expiration.

7. Site Conditions, Health, and Safety (If Applicable)

Where the Services involve work at Client or third-party sites, Client will ensure that such sites are safe, comply with applicable health and safety laws, and are made available to RVC as reasonably required. Client will disclose any known hazards or unusual site conditions in advance and will maintain appropriate safety policies. RVC personnel will comply with all reasonable, non-discriminatory site-specific safety and security requirements communicated in writing prior to entry, provided they do not conflict with applicable law or RVC policies aimed at ensuring worker safety.

8. Intellectual Property Rights

As between the parties, each party retains all right, title, and interest in and to its pre-existing intellectual property and anything created or acquired independently of this Agreement. Unless an Order expressly states otherwise, RVC owns all intellectual property rights in any methodologies, tools, templates, know-how, and generalized learnings used or developed in connection with the Services (“RVC Materials”). To the extent the deliverables incorporate RVC Materials, RVC grants Client a non-exclusive, worldwide, perpetual, and royalty-free license to use such RVC Materials solely as embedded in or necessary to use the deliverables for Client’s internal business purposes.

Client grants RVC a non-exclusive, worldwide, royalty-free license to use Client’s materials, data, and marks solely as necessary to perform the Services and deliver the deliverables. RVC may refer to Client’s name and logo in lists of customers and in basic project descriptions, unless Client requests otherwise in writing.

9. Confidentiality and Data Protection

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Recipient will use Discloser’s Confidential Information only for purposes of this Agreement, will protect it using at least reasonable care, and will not disclose it to any third party except to its personnel, affiliates, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that is or becomes public without breach of this Agreement, was lawfully known to Recipient prior to receipt, is received from a third party without breach of confidentiality, or is independently developed by Recipient without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient gives reasonable advance notice (where permitted) and cooperates with Discloser’s efforts to seek confidential treatment.

To the extent RVC processes personal data on behalf of Client in connection with the Services, the parties will comply with applicable data protection laws and, where required, enter into a separate data processing or data protection agreement that supplements these Terms.

10. Warranties and Disclaimers

RVC warrants that it will perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards, and materially in accordance with the applicable Order. Client must notify RVC in writing of any alleged breach of this warranty within thirty (30) days after the applicable Services are performed. Client’s exclusive remedy and RVC’s entire liability for breach of this warranty will be, at RVC’s option, to re-perform the nonconforming Services or to issue a credit for the portion of fees paid for the nonconforming Services.

Except as expressly stated in this Agreement, the Services and any deliverables are provided “as is” and RVC disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. RVC does not warrant or guarantee any specific business outcome, cost savings, revenue improvement, or other result arising from the Services or deliverables.

11. Indemnification

RVC will defend Client against any third-party claim that the Services, as delivered by RVC and used by Client in accordance with this Agreement, directly infringe any U.S. patent, copyright, or trademark, and will pay any damages and reasonable costs finally awarded against Client (or agreed in settlement by RVC) that are attributable to such claim. RVC’s obligations are conditioned on Client promptly notifying RVC in writing, granting RVC sole control of the defense and settlement, and providing reasonable cooperation at RVC’s expense.

RVC will have no obligation for claims resulting from (a) Client’s modifications to any deliverable; (b) combination of the Services or deliverables with items not provided by RVC; (c) compliance with Client specifications; or (d) Client’s misuse of the Services. If the Services or any deliverable are held or believed by RVC to infringe, RVC may, at its option and expense: (i) modify or replace them so they are non-infringing; (ii) procure the right for Client to continue using them; or (iii) terminate the affected Order and refund any prepaid, unused fees. This section states RVC’s entire liability and Client’s exclusive remedy for any intellectual property infringement claims.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

Except for (a) Client’s payment obligations; (b) a party’s indemnification obligations; and (c) a party’s breach of confidentiality obligations, each party’s aggregate liability arising out of or relating to this Agreement will not exceed, in the aggregate, the total fees paid or payable by Client to RVC under the Order giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim. Multiple claims will not expand this limit. The limitations in this section apply to all causes of action, whether in contract, tort (including negligence), strict liability, or otherwise.

13. Compliance With Laws and Insurance

Each party will comply with all laws and regulations applicable to its performance under this Agreement, including anti-bribery and anti-corruption laws. Where required by an Order or applicable law, RVC will maintain industry-standard insurance coverages (such as commercial general liability, professional liability, and workers’ compensation) with financially sound insurers and will provide certificates of insurance to Client upon reasonable request.

14. Force Majeure

Neither party will be liable for delays or failures in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, government actions, power or internet outages, or failures of third-party providers (each, a “Force Majeure Event”). The affected party will use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order upon written notice.

15. Dispute Resolution and Governing Law

The parties will first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through informal negotiations between executives with decision-making authority. If the dispute is not resolved within thirty (30) days after such discussions begin, either party may pursue any remedies available at law or in equity, subject to the limitations in this Agreement.

This Agreement is governed by and will be construed in accordance with the laws of the state in which River Valley Contracting is organized, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement, and waive any objection to personal jurisdiction or forum non conveniens in those courts.

16. General Provisions

Entire Agreement. This Agreement, together with all Orders, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous proposals, statements of work, agreements, and understandings, whether written or oral. Any standard terms in Client’s purchase orders or similar documents will be of no force or effect, even if acknowledged or signed by RVC.

Amendments. Any amendment or waiver of this Agreement must be in writing and signed or otherwise expressly agreed to by both parties. The failure of either party to enforce any provision will not constitute a waiver of that provision or any other provision.

Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the non-assigning party. Any prohibited assignment is void. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely reflects the parties’ original intent.

Notices. Formal notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by recognized overnight courier, or sent by certified or registered mail (return receipt requested) to the parties’ addresses specified in the applicable Order, or to any updated address a party designates in writing. Notices related to day-to-day operations may be sent by email to the project contacts identified in the Order.

If you have any questions about these Terms and Conditions or wish to request a copy for your records, please contact River Valley Contracting using the contact details provided in your Order or on our official website.