Services Agreement
BY SIGNING AND OR AGREEING TO ANY ESTIMATE, QUOTE OR PROPOSAL FROM CONTRACTOR, CUSTOMER EXPRESSLY AGREES THAT ALL TERMS AND CONDITIONS PROVIDED HEREIN SHALL APPLY TO ALL WORK PERFORMED AND CUSTOMER AND CONTRACTOR SHALL BE BOUND BY ALL SUCH PROVISIONS. THIS SERVICES AGREEMENT ALONG WITH THE ESTIMATE, QUOTE OR PROPOSAL PROVIDED BY CONTRACTOR AND ACCEPTED BY CUSTOMER SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES. NO TERMS OR CONDITIONS PROVIDED HEREIN SHALL BE AMENDED OR MODIFIED UNLESS IN WRITING SIGNED BY CONTRACTOR AND CUSTOMER.
Section 1 – Agreement Structure and Entity Identification
1.1 Legal Entity
All services are provided by Spruce & Vine LLC, an Idaho limited liability company, doing business as Northstead (“Contractor”).
References to “Northstead,” “we,” “us,” or “Contractor” mean Spruce & Vine LLC.
The party accepting services is referred to as “Customer.”
1.2 Scope of Agreement
This Master Services Agreement (“Agreement”) governs all services performed by Contractor, including but not limited to:
Residential service and repair
Residential equipment replacement
Commercial service and installation
New construction work
Boiler systems
Duct modifications or redesign, if contracted
This Agreement is incorporated into every approved quote, proposal, service authorization, invoice, or work order.
If a proposal conflicts with this Agreement, this Agreement controls unless expressly modified in writing and signed by Contractor.
1.3 Acceptance
Customer accepts this Agreement by any of the following:
Digital signature
Electronic approval through Contractor’s software platform
Email or written authorization to proceed
Text confirmation authorizing work
Payment of deposit
Authorization to commence work
Electronic approvals are legally binding.
Contractor’s standard practice is to obtain digital signatures for equipment installations; however, written or electronic authorization in any form constitutes acceptance.
1.4 Governing Law and Venue
This Agreement is governed by Idaho law.
Any dispute shall be brought exclusively in the Idaho state courts located in the county where the work was performed or where Contractor maintains its principal place of business.
The prevailing party is entitled to recover reasonable attorney fees and costs.
To the fullest extent permitted by Idaho law, Contractor and Customer knowingly and voluntarily waive the right to a trial by jury in any dispute arising out of or relating to this Agreement.
Section 2 – Scope of Work and Limitations
2.1 Defined Scope
Contractor’s responsibility is limited to the work expressly described in the approved Scope of Work.
Only equipment and components specifically listed are included.
Work not expressly described is excluded unless added through a written change order.
2.2 Exclusions
Unless expressly included, Contractor’s services do not include:
Electrical panel upgrades
Gas system upgrades beyond equipment connection
Structural modifications
Framing alterations
Plumbing modifications
Drywall repair or painting
Chimney or vent reconstruction
Asbestos or hazardous material remediation
Mold remediation
Full duct redesign or rebalancing
Insulation or building envelope improvements
Correction of pre-existing code violations
Discovery of pre-existing code violations does not create an obligation to correct them unless included in a written change order.
2.3 Existing Conditions
Contractor’s responsibility does not extend to concealed conditions, pre-existing deficiencies, improper prior installations, deteriorated duct systems not modified, structural instability, rodent or pest damage, or conditions not reasonably discoverable during standard inspection.
If conditions materially differ from those reasonably observable at time of estimate, Contractor may pause work and issue a written change order.
2.4 Code Compliance
Contractor performs work in accordance with applicable Idaho and local building codes as they apply to the specific Scope of Work performed.
Contractor is not responsible for bringing unrelated portions of the structure or existing systems into compliance with current codes unless expressly included.
This limitation includes electrical, gas, venting, drainage, structural, combustion air, and duct systems not modified.
2.5 System Performance
System performance depends on factors outside Contractor’s control, including building envelope, insulation, duct condition, occupant usage, thermostat settings, and environmental conditions.
Unless expressly stated in writing, Contractor does not guarantee specific energy savings, utility cost reductions, elimination of hot or cold areas, or humidity control beyond equipment specifications.
Any performance guarantee must be in writing and signed by Contractor.
Section 3 – Scheduling and Project Conditions
3.1 Estimated Dates
Project and installation dates are estimates only.
Contractor is not responsible for delays caused by supply chain disruptions, permitting, inspections, weather, utility interruptions, labor shortages, or other events beyond reasonable control.
3.2 Deposit Requirement
For residential installations:
Fifty percent (50%) deposit is required.
Deposit must be received before equipment is ordered and installation dates are reserved.
Deposits are non-interest bearing.
Delays caused by late deposit do not create Contractor liability.
3.3 Customer Site Responsibilities
Customer agrees to provide safe and unobstructed access, removal of personal property within working clearance, secured pets, functional electrical, gas, and utility service, access to potable water if required, adequate lighting and safe attic or crawlspace access, and access to thermostats and controls.
Customer is responsible for restoring utilities if disconnected.
Customer represents and warrants that no hazardous conditions, hazardous materials or mold are present unless disclosed.
3.4 Unsafe or Changed Conditions
If site conditions differ materially from representations or create safety concerns, Contractor may pause work, issue a written change order, and adjust pricing or scheduling. In the event Customer refuses to agree to any such change order or price adjustment, Contractor may cancel this Agreement and Customer shall be responsible for payment to Contractor for all work performed and materials or equipment provided as of the date of said termination.
3.5 Force Majeure
Contractor is excused from performance delays caused by events beyond reasonable control, including natural disasters, severe weather, government actions, supply chain disruptions, transportation delays, labor shortages, or utility outages.
3.6 Builder, Installer and Manufacturer Warranties
Some HVAC equipment may be subject to warranties provided by builders, manufacturers or prior contractors.
Service or repair performed by Contractor may affect such warranties.
Contractor does not administer or determine third-party warranty coverage. Customer is responsible for verifying warranty status prior to authorizing repairs and any amounts due to Contractor for performance of the scope of work shall remain the responsibility of Customer and shall not be amended due to the status of any warranty.
Section 4 – Payment Terms and Title
4.1 Residential Payment Terms
Service and repair payments are due upon completion and shall be paid to Contractor in immediately available funds.
For installations:
50% deposit required before ordering equipment.
Remaining balance due upon substantial completion (system operational).
4.2 Commercial Payment Terms
Commercial invoices are due Net 15 unless otherwise agreed in writing.
4.3 Diagnostic Fees
Diagnostic fees may apply.
If Customer authorizes repair during the same visit, Contractor may credit the diagnostic fee toward that repair at Contractor’s discretion.
4.4 Late Payments
Past-due balances accrue interest at 1.5% per month (18% annually), or the maximum allowed by Idaho law.
4.5 Suspension for Nonpayment
Contractor may suspend work or warranty service if payment is not timely made and shall not be responsible for any resulting delays.
4.6 Retention of Title
Title to installed equipment transfers upon full payment.
This provision does not authorize entry onto property without consent or lawful process.
4.7 Lien Rights
Contractor may assert any and all lien rights pursuant to Idaho Code Section 45-501 et seq. in the event of any breach by Customer of any terms and conditions of this Agreement, including by not limited to late payment or non-payment by Customer. Contractor reserves all rights to enforce Idaho mechanics lien protections.
Section 5 – Cancellation and Refund Policy
5.1 Cancellation Before Equipment Order
Deposit is refundable minus documented out-of-pocket costs incurred, including permits, financing fees, engineering work, rebate documentation, and project preparation costs.
5.2 Cancellation After Equipment Order
Deposit is refundable minus actual supplier restocking fees, non-returnable equipment costs, shipping charges, permit fees, financing fees, and documented administrative costs.
If deposit is insufficient to cover incurred costs, Customer remains responsible for the balance.
Section 6 – Warranty and Service Limitations
6.1 Workmanship Warranty
Contractor warrants workmanship for one (1) year from substantial completion. Any warranty provided by Contractor shall not apply in the event of lack of reasonable maintenance, failure to replace filters, unauthorized modifications, modifications or additional work or maintenance not provided by Contractor, failure of equipment not caused by Contractor’s work, water damage, pest damage, corrosion, or other conditions not related to the work performed.
6.2 Manufacturer and Equipment Warranties
Equipment is subject to manufacturer warranty only.
After expiration of workmanship warranty, labor for manufacturer-covered parts is billable.
6.3 Diagnostic and Labor After Warranty
Diagnostic fees may apply after warranty expiration.
Repairs do not extend or restart the original warranty period.
6.4 Warranty Exclusions
Warranty does not apply to lack of maintenance, filter neglect, unauthorized modifications, power surges, water damage, acts of God, pest damage, corrosion, or unrelated conditions.
Warranty is suspended if account is delinquent.
6.5 Notice and Opportunity to Cure
Customer must provide written notice of any alleged defect within a reasonable time after discovery.
Contractor shall have reasonable opportunity to inspect and correct before third-party repairs are performed.
Section 7 – Limitation of Liability
7.1 Aggregate Liability Cap
Contractor’s total cumulative liability arising out of a specific project shall not exceed the total amount actually paid by Customer for that project.
7.2 Exclusion of Indirect and Consequential Damages
Contractor is not responsible for indirect, incidental, special, or consequential damages, including loss of use, loss of income, business interruption, temporary housing, emotional distress, or reduced property value.
7.3 Mold and Environmental Conditions
Unless expressly included in the Scope of Work, Contractor does not assume responsibility for mold, microbial growth, indoor air quality conditions, or environmental contamination.
Section 8 – Commercial Work Addendum
8.1 Limited Indemnification
Contractor shall indemnify commercial clients only to the extent damages arise from Contractor’s negligence within the Scope of Work.
8.2 Business Interruption
Contractor does not assume responsibility for lost revenue or downtime costs unless expressly agreed in writing.
Section 9 – Subcontractors
Contractor may engage qualified subcontractors and remains responsible to Customer for completion of the contracted Scope of Work.
Subcontractors shall maintain appropriate insurance and indemnify Contractor for damages arising from their negligence.
Section 10 – Third-Party Financing
Financing arrangements are solely between Customer and their lender.
Customer’s obligation to pay for completed work is independent of lender approval, financing or funding decisions.
Section 11 – Documentation and Media
Contractor may document work performed and use non-identifiable images for marketing or training purposes. Customer hereby grants to Contractor a perpetual non-exclusive license to use any such image for marketing or training purposes at Contractor’s sole and absolute discretion.
Section 12 – Maintenance Plan Addendum
Maintenance memberships, if any, renew annually unless cancelled.
Contractor will provide reasonable advance notice prior to renewal.
Membership does not extend any workmanship warranty unless expressly stated.
Section 13 – General Provisions
If any provision is unenforceable, remaining provisions remain in effect.
This Agreement, any approved estimate, quote or proposal and any accompanying approved Scope of Work constitute the entire agreement between the parties and may not be amended or altered unless in writing signed by all parties
Acceptance
BY SIGNING AND OR AGREEING TO ANY ESTIMATE, QUOTE OR PROPOSAL FROM CONTRACTOR, CUSTOMER EXPRESSLY AGREES THAT ALL TERMS AND CONDITIONS PROVIDED HEREIN SHALL APPLY TO ALL WORK PERFORMED AND CUSTOMER AND CONTRACTOR SHALL BE BOUND BY ALL SUCH PROVISIONS.
Effective March 2026
If you have questions about these terms, contact Northstead at:
hello@thenorthstead.com or 208-203-3000
BY SIGNING AND OR AGREEING TO ANY ESTIMATE, QUOTE OR PROPOSAL FROM CONTRACTOR, CUSTOMER EXPRESSLY AGREES THAT ALL TERMS AND CONDITIONS PROVIDED HEREIN SHALL APPLY TO ALL WORK PERFORMED AND CUSTOMER AND CONTRACTOR SHALL BE BOUND BY ALL SUCH PROVISIONS. THIS SERVICES AGREEMENT ALONG WITH THE ESTIMATE, QUOTE OR PROPOSAL PROVIDED BY CONTRACTOR AND ACCEPTED BY CUSTOMER SHALL CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES. NO TERMS OR CONDITIONS PROVIDED HEREIN SHALL BE AMENDED OR MODIFIED UNLESS IN WRITING SIGNED BY CONTRACTOR AND CUSTOMER.
Section 1 – Agreement Structure and Entity Identification
1.1 Legal Entity
All services are provided by Spruce & Vine LLC, an Idaho limited liability company, doing business as Northstead (“Contractor”).
References to “Northstead,” “we,” “us,” or “Contractor” mean Spruce & Vine LLC.
The party accepting services is referred to as “Customer.”
1.2 Scope of Agreement
This Master Services Agreement (“Agreement”) governs all services performed by Contractor, including but not limited to:
Residential service and repair
Residential equipment replacement
Commercial service and installation
New construction work
Boiler systems
Duct modifications or redesign, if contracted
This Agreement is incorporated into every approved quote, proposal, service authorization, invoice, or work order.
If a proposal conflicts with this Agreement, this Agreement controls unless expressly modified in writing and signed by Contractor.
1.3 Acceptance
Customer accepts this Agreement by any of the following:
Digital signature
Electronic approval through Contractor’s software platform
Email or written authorization to proceed
Text confirmation authorizing work
Payment of deposit
Authorization to commence work
Electronic approvals are legally binding.
Contractor’s standard practice is to obtain digital signatures for equipment installations; however, written or electronic authorization in any form constitutes acceptance.
1.4 Governing Law and Venue
This Agreement is governed by Idaho law.
Any dispute shall be brought exclusively in the Idaho state courts located in the county where the work was performed or where Contractor maintains its principal place of business.
The prevailing party is entitled to recover reasonable attorney fees and costs.
To the fullest extent permitted by Idaho law, Contractor and Customer knowingly and voluntarily waive the right to a trial by jury in any dispute arising out of or relating to this Agreement.
Section 2 – Scope of Work and Limitations
2.1 Defined Scope
Contractor’s responsibility is limited to the work expressly described in the approved Scope of Work.
Only equipment and components specifically listed are included.
Work not expressly described is excluded unless added through a written change order.
2.2 Exclusions
Unless expressly included, Contractor’s services do not include:
Electrical panel upgrades
Gas system upgrades beyond equipment connection
Structural modifications
Framing alterations
Plumbing modifications
Drywall repair or painting
Chimney or vent reconstruction
Asbestos or hazardous material remediation
Mold remediation
Full duct redesign or rebalancing
Insulation or building envelope improvements
Correction of pre-existing code violations
Discovery of pre-existing code violations does not create an obligation to correct them unless included in a written change order.
2.3 Existing Conditions
Contractor’s responsibility does not extend to concealed conditions, pre-existing deficiencies, improper prior installations, deteriorated duct systems not modified, structural instability, rodent or pest damage, or conditions not reasonably discoverable during standard inspection.
If conditions materially differ from those reasonably observable at time of estimate, Contractor may pause work and issue a written change order.
2.4 Code Compliance
Contractor performs work in accordance with applicable Idaho and local building codes as they apply to the specific Scope of Work performed.
Contractor is not responsible for bringing unrelated portions of the structure or existing systems into compliance with current codes unless expressly included.
This limitation includes electrical, gas, venting, drainage, structural, combustion air, and duct systems not modified.
2.5 System Performance
System performance depends on factors outside Contractor’s control, including building envelope, insulation, duct condition, occupant usage, thermostat settings, and environmental conditions.
Unless expressly stated in writing, Contractor does not guarantee specific energy savings, utility cost reductions, elimination of hot or cold areas, or humidity control beyond equipment specifications.
Any performance guarantee must be in writing and signed by Contractor.
Section 3 – Scheduling and Project Conditions
3.1 Estimated Dates
Project and installation dates are estimates only.
Contractor is not responsible for delays caused by supply chain disruptions, permitting, inspections, weather, utility interruptions, labor shortages, or other events beyond reasonable control.
3.2 Deposit Requirement
For residential installations:
Fifty percent (50%) deposit is required.
Deposit must be received before equipment is ordered and installation dates are reserved.
Deposits are non-interest bearing.
Delays caused by late deposit do not create Contractor liability.
3.3 Customer Site Responsibilities
Customer agrees to provide safe and unobstructed access, removal of personal property within working clearance, secured pets, functional electrical, gas, and utility service, access to potable water if required, adequate lighting and safe attic or crawlspace access, and access to thermostats and controls.
Customer is responsible for restoring utilities if disconnected.
Customer represents and warrants that no hazardous conditions, hazardous materials or mold are present unless disclosed.
3.4 Unsafe or Changed Conditions
If site conditions differ materially from representations or create safety concerns, Contractor may pause work, issue a written change order, and adjust pricing or scheduling. In the event Customer refuses to agree to any such change order or price adjustment, Contractor may cancel this Agreement and Customer shall be responsible for payment to Contractor for all work performed and materials or equipment provided as of the date of said termination.
3.5 Force Majeure
Contractor is excused from performance delays caused by events beyond reasonable control, including natural disasters, severe weather, government actions, supply chain disruptions, transportation delays, labor shortages, or utility outages.
3.6 Builder, Installer and Manufacturer Warranties
Some HVAC equipment may be subject to warranties provided by builders, manufacturers or prior contractors.
Service or repair performed by Contractor may affect such warranties.
Contractor does not administer or determine third-party warranty coverage. Customer is responsible for verifying warranty status prior to authorizing repairs and any amounts due to Contractor for performance of the scope of work shall remain the responsibility of Customer and shall not be amended due to the status of any warranty.
Section 4 – Payment Terms and Title
4.1 Residential Payment Terms
Service and repair payments are due upon completion and shall be paid to Contractor in immediately available funds.
For installations:
50% deposit required before ordering equipment.
Remaining balance due upon substantial completion (system operational).
4.2 Commercial Payment Terms
Commercial invoices are due Net 15 unless otherwise agreed in writing.
4.3 Diagnostic Fees
Diagnostic fees may apply.
If Customer authorizes repair during the same visit, Contractor may credit the diagnostic fee toward that repair at Contractor’s discretion.
4.4 Late Payments
Past-due balances accrue interest at 1.5% per month (18% annually), or the maximum allowed by Idaho law.
4.5 Suspension for Nonpayment
Contractor may suspend work or warranty service if payment is not timely made and shall not be responsible for any resulting delays.
4.6 Retention of Title
Title to installed equipment transfers upon full payment.
This provision does not authorize entry onto property without consent or lawful process.
4.7 Lien Rights
Contractor may assert any and all lien rights pursuant to Idaho Code Section 45-501 et seq. in the event of any breach by Customer of any terms and conditions of this Agreement, including by not limited to late payment or non-payment by Customer. Contractor reserves all rights to enforce Idaho mechanics lien protections.
Section 5 – Cancellation and Refund Policy
5.1 Cancellation Before Equipment Order
Deposit is refundable minus documented out-of-pocket costs incurred, including permits, financing fees, engineering work, rebate documentation, and project preparation costs.
5.2 Cancellation After Equipment Order
Deposit is refundable minus actual supplier restocking fees, non-returnable equipment costs, shipping charges, permit fees, financing fees, and documented administrative costs.
If deposit is insufficient to cover incurred costs, Customer remains responsible for the balance.
Section 6 – Warranty and Service Limitations
6.1 Workmanship Warranty
Contractor warrants workmanship for one (1) year from substantial completion. Any warranty provided by Contractor shall not apply in the event of lack of reasonable maintenance, failure to replace filters, unauthorized modifications, modifications or additional work or maintenance not provided by Contractor, failure of equipment not caused by Contractor’s work, water damage, pest damage, corrosion, or other conditions not related to the work performed.
6.2 Manufacturer and Equipment Warranties
Equipment is subject to manufacturer warranty only.
After expiration of workmanship warranty, labor for manufacturer-covered parts is billable.
6.3 Diagnostic and Labor After Warranty
Diagnostic fees may apply after warranty expiration.
Repairs do not extend or restart the original warranty period.
6.4 Warranty Exclusions
Warranty does not apply to lack of maintenance, filter neglect, unauthorized modifications, power surges, water damage, acts of God, pest damage, corrosion, or unrelated conditions.
Warranty is suspended if account is delinquent.
6.5 Notice and Opportunity to Cure
Customer must provide written notice of any alleged defect within a reasonable time after discovery.
Contractor shall have reasonable opportunity to inspect and correct before third-party repairs are performed.
Section 7 – Limitation of Liability
7.1 Aggregate Liability Cap
Contractor’s total cumulative liability arising out of a specific project shall not exceed the total amount actually paid by Customer for that project.
7.2 Exclusion of Indirect and Consequential Damages
Contractor is not responsible for indirect, incidental, special, or consequential damages, including loss of use, loss of income, business interruption, temporary housing, emotional distress, or reduced property value.
7.3 Mold and Environmental Conditions
Unless expressly included in the Scope of Work, Contractor does not assume responsibility for mold, microbial growth, indoor air quality conditions, or environmental contamination.
Section 8 – Commercial Work Addendum
8.1 Limited Indemnification
Contractor shall indemnify commercial clients only to the extent damages arise from Contractor’s negligence within the Scope of Work.
8.2 Business Interruption
Contractor does not assume responsibility for lost revenue or downtime costs unless expressly agreed in writing.
Section 9 – Subcontractors
Contractor may engage qualified subcontractors and remains responsible to Customer for completion of the contracted Scope of Work.
Subcontractors shall maintain appropriate insurance and indemnify Contractor for damages arising from their negligence.
Section 10 – Third-Party Financing
Financing arrangements are solely between Customer and their lender.
Customer’s obligation to pay for completed work is independent of lender approval, financing or funding decisions.
Section 11 – Documentation and Media
Contractor may document work performed and use non-identifiable images for marketing or training purposes. Customer hereby grants to Contractor a perpetual non-exclusive license to use any such image for marketing or training purposes at Contractor’s sole and absolute discretion.
Section 12 – Maintenance Plan Addendum
Maintenance memberships, if any, renew annually unless cancelled.
Contractor will provide reasonable advance notice prior to renewal.
Membership does not extend any workmanship warranty unless expressly stated.
Section 13 – General Provisions
If any provision is unenforceable, remaining provisions remain in effect.
This Agreement, any approved estimate, quote or proposal and any accompanying approved Scope of Work constitute the entire agreement between the parties and may not be amended or altered unless in writing signed by all parties
Acceptance
BY SIGNING AND OR AGREEING TO ANY ESTIMATE, QUOTE OR PROPOSAL FROM CONTRACTOR, CUSTOMER EXPRESSLY AGREES THAT ALL TERMS AND CONDITIONS PROVIDED HEREIN SHALL APPLY TO ALL WORK PERFORMED AND CUSTOMER AND CONTRACTOR SHALL BE BOUND BY ALL SUCH PROVISIONS.
Effective March 2026
If you have questions about these terms, contact Northstead at:
hello@thenorthstead.com or
208-203-3000