Client Service Agreement

1. Who Is Involved

This Agreement is between:

and

Together, we are referred to as "the Parties." By signing this Agreement, both parties agree to the terms below.

2. What We Do for You

Noviya deploys an AI-powered co-worker (the "Agent") into your business. Think of it as a dedicated team member that handles customer communications, manages your professional calendar, and runs the day-to-day workflows you define.

The specific workflows, tools, and channels your Agent will handle are determined during your discovery call and documented in Schedule A (attached to this Agreement). Our service includes:

• Setup and configuration — We build your Agent from scratch based on your business information, tone, and rules
• Training on your business — Your Agent learns your services, pricing, policies, FAQ, and communication style
• Integration with your tools — We connect to your existing business tools (calendar, CRM, booking system, etc.) using read-only access where possible
• Ongoing management — We handle all AI tokens, infrastructure, hosting, security monitoring, optimization, and upgrades
• Calendar management — Your Agent manages your professional calendar as your owner-operator scheduling tool

3. Founding Program (Clients #1–5)

If you are one of Noviya's first five clients, you are part of our Founding Program. This is our way of building trust and proving our value before charging full rates.

3.1 Founding Benefits

3.2 What We Ask in Return

After 60 days of service, founding clients agree to:

• Provide a written or video testimonial about their experience
• Allow Noviya to publish a case study (with your approval on the final version before publication)

That is it. No other obligations beyond the standard terms in this Agreement.

4. Pricing and Payment

4.1 Rate Structure

One flat rate. Unlimited customer conversations. No vertical tiers, no complexity.

Founding clients (#1–5) pay $1,000/mo — 50% off the standard $2,000/mo rate — locked at this rate forever. Includes a 30-day money-back guarantee on the first month.

4.2 No Setup Fees

There are no setup fees, onboarding charges, or hidden costs. You pay your monthly rate and that is it.

4.3 Communication Costs

SMS and voice communication is handled through Twilio. These costs are passed through to you at cost, with no markup from Noviya. Typical cost: $5–$15 per month, depending on your message volume. We will provide you with a transparent breakdown each billing cycle.

4.4 Payment Terms

Invoices are issued monthly in advance. Payment is due within 14 days of the invoice date. If payment is more than 30 days overdue, Noviya may pause the Agent until the account is brought current.

4.5 Your Agreed Rate

5. You Own Everything We Build for You

This is simple and non-negotiable:

Specifically, you own:

• All conversation scripts and response templates
• All workflow automations and business rules
• All customer data and conversation histories
• Your Agent's configuration and knowledge base

If you ever leave Noviya, you receive a full data export of everything. After the 14-day deletion window (see Section 10), Noviya retains no copies of your data, configurations, or intellectual property.

Noviya retains ownership of its underlying platform, infrastructure, and general-purpose tools. We do not retain any client-specific work product.

6. Your Kill Switch

You have direct control over your Agent at all times. You do not need to contact Noviya or wait for us to act. You can activate any of these controls yourself, instantly:

You will receive clear instructions for activating each level during onboarding. These controls are always available to you, 24/7, without needing to contact Noviya first.

7. Data and Privacy

We take your data seriously. Here are the commitments we make:

• Isolation — Your Agent runs in its own isolated environment. No client can access another client's data, and no data is shared between clients.
• No data selling — We do not sell, rent, or share your data with anyone for marketing or any other purpose.
• No AI training — Your data is never used to train AI models. Not by us, and not by our AI provider (Anthropic) under their commercial API terms.
• Compliance — Our data practices comply with PIPEDA (Canada's federal privacy law) and BC PIPA (British Columbia's provincial privacy law).
• Cross-border disclosure — Some data is processed in the United States by our sub-processors (Anthropic for AI, Twilio for communications). We are transparent about this in our Privacy Policy.

For the full details of how we handle personal information, see our Privacy Policy.

8. How Onboarding Works

Getting your Agent live takes 10 days. Your total time investment is roughly 1 hour.

After onboarding, your Agent runs autonomously. We continue to monitor, optimize, and upgrade it as part of your monthly service.

9. Responsibilities

9.1 What Noviya Manages

• All AI tokens and API costs
• Infrastructure, hosting, and server maintenance
• Security monitoring and incident response
• Ongoing optimization and performance tuning
• Software upgrades and new feature rollouts
• CASL compliance for all Agent-sent messages (unsubscribe mechanisms, identification, opt-out processing)

9.2 What You Provide

• Access to your existing business tools (calendar, CRM, booking system) — read-only access where possible
• Your business information during the brain dump (services, pricing, hours, policies, FAQs)
• Feedback during the supervised go-live period
• Timely updates when your business information changes (new services, pricing changes, holiday hours, etc.)
• Proper consent from your customers for automated communications, as required by CASL
• A testimonial after 60 days (founding clients only — see Section 3)

10. Cancellation

Either party can end this Agreement with 30 days' written notice. No penalties. No termination fees. No hard feelings.

What Happens When You Cancel

After Day 14, Noviya holds none of your data, intellectual property, or customer information.

11. AI Output and Limitations

Your Agent is a powerful tool, but it has limits. You should know about them:

• AI-generated responses should not be relied upon without independent verification. The Agent handles routine communications, but it can occasionally produce inaccurate information.
• The Agent does not provide professional advice (legal, medical, financial, or otherwise).
• The Agent does not make binding commitments on behalf of your business unless you have explicitly configured it to do so.
• The Agent will identify itself as an AI assistant when asked directly and will never claim to be a human.

You maintain final authority over all business operations and decisions. The Agent is your tool — you are always in charge.

12. Limitation of Liability

Both parties agree to the following reasonable limitations:

• Noviya is not liable for business decisions made based on Agent output. You maintain final authority over your business.
• Noviya is not liable for losses caused by information you provide being inaccurate, outdated, or incomplete.
• Noviya is not liable for communication delays or failures caused by third-party services (Twilio, carriers, internet providers).
• Noviya's total liability under this Agreement is limited to the fees you have paid to Noviya in the 12 months immediately before the claim. For founding clients in their free month, the liability cap is $500.

Neither party is liable for indirect, incidental, special, or consequential damages (such as lost profits, lost data, or business interruption), even if the other party has been advised of the possibility of such damages.

Nothing in this section limits either party's liability for fraud, gross negligence, willful misconduct, or any liability that cannot be limited by law.

13. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the course of this Agreement. This includes:

• Your business processes, pricing, customer lists, and internal policies
• Noviya's technical infrastructure, methods, and proprietary tools
• Any information either party would reasonably consider confidential

This obligation survives termination of this Agreement for a period of 2 years.

Exception: This does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

14. Governing Law and Disputes

This Agreement is governed by the laws of British Columbia, Canada and the applicable federal laws of Canada.

If a dispute arises, both parties agree to first attempt to resolve it through good-faith discussion. If that does not work within 30 days, either party may pursue resolution through the courts of British Columbia.

15. General Terms

• Entire Agreement — This Agreement (including Schedule A) is the complete agreement between the Parties. It replaces any previous discussions, emails, or verbal agreements on the same subject.
• Amendments — Changes to this Agreement must be in writing and signed by both parties.
• Severability — If any part of this Agreement is found to be unenforceable, the rest of it still applies.
• Assignment — Neither party may assign this Agreement without the other party's written consent, except that Noviya may assign it in the event of a merger or acquisition (with notice to you).
• Force Majeure — Neither party is liable for delays or failures caused by events beyond reasonable control (natural disasters, internet outages, government actions, pandemics, etc.).
• Notices — Written notices under this Agreement should be sent by email to the addresses listed in Section 1.

16. Related Documents

This Agreement should be read alongside:

• Privacy Policy — How we handle personal information
• Terms of Service — General terms governing use of Noviya services
• Schedule A (attached) — Your specific workflow scope, tools, and channels

17. Signatures

By signing below, both parties agree to the terms of this Agreement and its attached Schedule A.

A.1 Client Information

A.2 Workflows to Deploy

Check or describe each workflow the Agent will handle:

A.3 Tools to Integrate

A.4 Communication Channels

A.5 Business Rules and Escalation

Key rules for Agent behavior (to be expanded during build phase):

• Business hours: [e.g., Mon–Fri 9am–5pm PST]
• After-hours behavior: [e.g., Auto-reply with next-day callback promise]
• Escalation triggers: [e.g., Angry customer, legal question, price negotiation]
• Escalation method: [e.g., Forward to owner's cell via SMS]
• Tone: [e.g., Friendly and professional, first-name basis]

A.6 Outbound Campaigns (if applicable)