Terms of Service
Last updated 24 September 2026
These Terms of Service ("Terms") govern the provision of services by Nova Ridge LLC, a limited liability company organised under the laws of the State of Missouri, United States ("Nova Ridge", "we", "us"), to any client engaging those services ("Client", "you").
1. Scope of services
Nova Ridge provides custom software development, systems integration and technical consulting services. The specific deliverables, milestones and fees for any engagement are set out in a separate written statement of work, proposal or order form agreed between the parties ("Engagement Document"). Where an Engagement Document conflicts with these Terms, the Engagement Document governs for that engagement.
No work is undertaken and no fees accrue until an Engagement Document has been agreed in writing by both parties.
2. Fees and payment
- Fees are stated in United States dollars and are exclusive of any applicable taxes, which are the Client's responsibility unless stated otherwise.
- Engagements are billed either as a fixed price against defined milestones or as a recurring monthly retainer, as specified in the Engagement Document.
- Invoices are payable within fourteen (14) days of issue unless a different term is agreed in writing.
- Nova Ridge may suspend work on any engagement for which an invoice remains unpaid more than thirty (30) days past its due date, after giving the Client written notice.
3. Refunds and cancellation
Either party may terminate an engagement on fourteen (14) days' written notice. On termination the Client is liable for all work performed up to the effective date of termination. Where the Client has prepaid for work not yet performed, the unearned portion is refunded within thirty (30) days of termination. Fixed-price milestones that have been delivered and accepted are not refundable.
4. Intellectual property
On full payment of all fees due for an engagement, Nova Ridge assigns to the Client all right, title and interest in the deliverables created specifically for that engagement. Nova Ridge retains ownership of any pre-existing tools, libraries, frameworks and general know-how used in producing those deliverables, and grants the Client a perpetual, non-exclusive, royalty-free licence to use such materials to the extent they are embedded in the deliverables.
Nothing in these Terms transfers ownership of third-party or open-source components, which remain subject to their own licences.
5. Confidentiality
Each party shall keep confidential any non-public information disclosed by the other in connection with an engagement, shall use it only for the purposes of that engagement, and shall not disclose it to any third party without the discloser's prior written consent, except where disclosure is required by law. This obligation survives termination for a period of three (3) years.
6. Client responsibilities
The Client shall provide, in a timely manner, the access, credentials, content, approvals and decisions reasonably required for Nova Ridge to perform the services. Nova Ridge is not liable for delays or additional costs arising from the Client's failure to do so. The Client warrants that any materials it supplies do not infringe the rights of any third party.
7. Warranties and disclaimer
Nova Ridge warrants that the services will be performed with reasonable skill and care in accordance with generally accepted industry practice. Except as expressly stated in these Terms, the services and deliverables are provided "as is" and Nova Ridge disclaims all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Nova Ridge does not warrant that software will be uninterrupted or error-free.
8. Limitation of liability
To the maximum extent permitted by applicable law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or business opportunity, arising out of or in connection with an engagement, whether in contract, tort or otherwise.
Nova Ridge's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to Nova Ridge under that engagement in the twelve (12) months preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.
9. Independent contractor
Nova Ridge performs services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
10. Governing law and disputes
These Terms are governed by the laws of the State of Missouri, United States, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Missouri. The parties shall attempt in good faith to resolve any dispute by negotiation before commencing proceedings.
11. Changes to these Terms
Nova Ridge may update these Terms from time to time. The version in force at the date an Engagement Document is agreed governs that engagement. Material changes will be notified to active clients in writing.
12. Contact
Questions about these Terms may be sent to info@novaridgellc.online, or by post to Nova Ridge LLC, 127 N Higgins Ave, Ste 307D #2751, Missoula, MT 59802-4486, United States.