Ridgway Resilience provides plant profit and maintenance performance consulting services, including diagnostic assessments, implementation projects, retainer arrangements, and add-on services. All services are delivered remotely unless onsite presence is explicitly agreed in a written Statement of Work or proposal.

All engagements are governed by a written Statement of Work (SOW) or signed proposal that sets out the scope, deliverables, timeline, and fees. These Terms apply to and are incorporated into every SOW or proposal. In the event of a conflict, the SOW or proposal prevails.

• Diagnostic assessments: 100% upfront prior to kickoff

• Implementation projects: 50% on commencement, 50% at the Day 30–45 milestone (or as specified in the SOW)

• Retainers: monthly in advance, due on the first day of each billing month

• All fees are quoted in AUD exclusive of GST. GST of 10% applies to all invoices issued to Australian clients.

Invoices are due within 14 days of the invoice date unless otherwise stated in the SOW. Overdue invoices accrue interest at 2% per month (compounding monthly) from the due date until paid in full. We reserve the right to suspend delivery of services while any invoice remains overdue by more than 14 days.

All engagements are remote-first. If onsite presence is requested by the client and agreed by Ridgway Resilience, travel and accommodation costs (business class airfare, accommodation, and ground transport) will be quoted separately at cost and invoiced in addition to service fees. No onsite attendance is required or implied by these Terms unless confirmed in writing.

All frameworks, templates, tools, proprietary methodologies, and pre-existing materials used or provided by Ridgway Resilience remain the sole intellectual property of Ridgway Resilience. Deliverables produced specifically for the client under an SOW are licensed to the client on a non-exclusive, non-transferable, non-sublicensable basis for the client's internal business purposes only. The client may not reproduce, distribute, or commercialise deliverables without our prior written consent.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with an engagement, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose it to any third party without the disclosing party's prior written consent; and (c) use it only for the purposes of the engagement. This obligation does not apply to information that is or becomes publicly known through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law or court order. This obligation survives termination of the engagement for a period of three (3) years.

Ridgway Resilience warrants that services will be performed with reasonable care and skill. We do not warrant that outcomes or results will meet any specific performance targets unless expressly stated in an SOW. To the maximum extent permitted by law, all other warranties (express, implied, or statutory) are excluded.

To the maximum extent permitted by law, Ridgway Resilience's total aggregate liability for any claim arising out of or in connection with an engagement is limited to the total fees paid by the client for the specific engagement in which the liability arose. Neither party is liable for indirect, consequential, incidental, special, or punitive losses (including loss of profit, loss of data, or loss of opportunity), even if advised of the possibility of such losses. Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot be excluded under applicable law.

Neither party is liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, power outages, or telecommunications failures ("Force Majeure Event"). The affected party must notify the other in writing as soon as practicable. If a Force Majeure Event continues for more than 30 days, either party may terminate the affected engagement by written notice, with fees payable for work completed to that date.

Either party may terminate an engagement by giving 30 days written notice to the other. Ridgway Resilience may terminate immediately if the client fails to pay any invoice within 30 days of its due date or materially breaches these Terms and fails to remedy the breach within 14 days of written notice. On termination, the client must pay for all work completed up to the termination date. Deposits already paid are non-refundable as set out in the Return Policy.

The parties agree to attempt to resolve any dispute through good-faith negotiation within 14 days of one party notifying the other of the dispute. If the dispute is not resolved within that period, either party may refer the matter to mediation before a mediator agreed by the parties (or, failing agreement, appointed by the Resolution Institute). If mediation fails, either party may commence proceedings in the courts of Queensland. This clause does not prevent a party from seeking urgent injunctive or other interim relief.

These Terms are governed by the laws of Queensland, Australia. Subject to the dispute resolution clause above, each party submits to the exclusive jurisdiction of the courts of Queensland.

These Terms constitute the entire agreement between the parties regarding their subject matter and supersede all prior representations, agreements, and understandings. If any provision is unenforceable, it is severed and the remainder continues in full force. A party's failure to exercise a right does not constitute a waiver of that right.