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 delivers Workflow Discovery — the AI operational workflow audit: a fixed-fee diagnostic engagement that reviews how your business operates and identifies where time, money, and capacity are leaking out of your day-to-day workflows, along with a clear, prioritized set of recommendations.

Before any paid discovery begins, Noviya first holds a free fit call to confirm the engagement is appropriate for your business. The specific scope, the areas reviewed, and the deliverables are determined during your kickoff session and documented in Schedule A (attached to this Agreement). Noviya commits at least 10 hours of hands-on review, analysis, and report preparation for each Workflow Discovery. Our service includes:

• Discovery — We learn how your business runs today: your tools, your workflows, where work piles up, and where time and money are being lost
• Operational review — We analyze your customer journey and core workflows to find the highest-impact opportunities to recover time and capacity
• Findings & recommendations — We deliver a written audit report with prioritized findings and a practical action plan
• Walkthrough — We review the findings with you so you know exactly what to do next

3. The Engagement

This Agreement covers a single, fixed-fee engagement: Workflow Discovery — the AI operational workflow audit. It is a one-time diagnostic, not a subscription or ongoing service.

3.1 What You Get

3.2 The 3×-or-Free Guarantee

Every audit comes with the same guarantee, and it is a standard term of this Agreement:

So that this is clear and fair to both sides, here is exactly how it works:

• What "3×" means. The guarantee is met if the audit report identifies opportunities — in reclaimed hours (valued at a reasonable hourly rate), cost savings, or recovered revenue — that together total at least $4,500 CAD, measured on an annualized (twelve-month) basis.
• How it's measured. The figures used are the conservative, low-end estimates that appear in your delivered report — not best-case numbers. We are measuring what the report itself finds, not your actual results after the fact (which depend on what you choose to implement and are outside our control).
• Who decides. Whether the report meets the 3× threshold is assessed by Noviya in its reasonable, good-faith judgment, based on the conservative figures documented in the report.
• How to claim. If you believe the guarantee was not met, email us at [email protected] within 30 days of receiving your report, telling us why. We will review it with you in good faith.
• The remedy. The sole and entire remedy under this guarantee is a refund of the $1,500 audit fee. The guarantee does not entitle you to any other payment, damages, or compensation, and Noviya's liability under it is limited to that refund.
• One remedy at a time. The guarantee refund cannot be combined with the implementation credit in Section 10. You may either have the fee refunded under the guarantee or credited toward a build — not both. (See Section 10.)

4. Pricing and Payment

4.1 Fee

Workflow Discovery is a fixed fee of $1,500 CAD, plus applicable taxes (including GST). The fee is for the diagnostic and its deliverables as described in Section 2 and Schedule A. There are no setup fees, onboarding charges, or hidden costs.

4.2 Implementation Is Separate

The audit is diagnostic only. If you choose to have Noviya implement any of the recommendations, or engage Noviya for ongoing work, that is a separate engagement scoped and quoted under its own agreement, at additional cost.

4.3 Payment Terms

The audit fee is invoiced as set out in Schedule A (for example, in full at the start of the engagement, or in agreed instalments). Payment is due within 14 days of the invoice date unless otherwise agreed in writing. Noviya may pause or defer work if an invoice is more than 30 days overdue.

4.4 Your Agreed Fee

5. Who Owns the Audit Report

This is simple and non-negotiable:

Specifically, you own:

• The audit report and operational readiness scorecard
• The benchmark and the underlying figures we prepare for you
• The prioritized action plan and the pricing in it
• Any notes or documentation we hand you as part of the audit

On request, you receive a full copy of everything we documented for you. After the deletion window (see Section 10), Noviya retains none of your operational business data, apart from a minimal record of the engagement (such as the signed Agreement, the invoice, and a copy of your report) kept only for our own legal, tax, and accounting purposes.

Noviya retains ownership of its underlying methodology, frameworks, scoring models, templates, and know-how used to produce the audit. Delivering your audit does not transfer those to you. The fact that your report applies our methodology does not give Noviya any ownership of, or licence to reuse, your specific business data or the client-specific contents of your report.

6. Your Control of the Engagement

You stay in control of the audit at every step. You decide what to share, who we talk to, and how far the review goes.

• Pause or stop anytime. You can pause or end the audit at any point by telling us in writing. What happens to fees and data if you do is covered in Section 10.
• Nothing is changed in your business. The audit is diagnostic only. We map, benchmark, and recommend — we do not implement anything or alter your live systems as part of the audit.
• Building a fix is your call. Any implementation (as Novi or otherwise) happens only under a separate agreement you choose to sign. No fix is built without your go-ahead.
• You have the final say. The report informs your decisions; what you act on is entirely up to you.

7. Data and Privacy

To run the audit we review real business information — your numbers, tools, workflows, and sometimes call or customer records. Here are the commitments we make:

• Mutual confidentiality — This Agreement is itself a mutual non-disclosure agreement: Section 13 binds both of us to keep each other's confidential information private from the moment it is signed, before any audit work begins. What you share stays between us. (No separate NDA is required, though we are happy to sign one if you prefer.)
• No data selling — We do not sell, rent, or share your information with anyone for marketing or any other purpose.
• No AI training — Your information 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 analysis may use service providers that process data in the United States. 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 the Audit Runs

Workflow Discovery takes about two weeks from kickoff to report after a free fit call confirms the engagement is appropriate. Your total time investment is roughly two hours after the fit call.

After the audit, you decide what, if anything, to build. Implementing a recommended fix is a separate engagement (see Section 4.2) — the audit itself ends with your report and walkthrough.

9. Responsibilities

9.1 What Noviya Does

• Run the audit — the kickoff session, team interviews, analysis, and benchmarking
• Prepare your written report — findings, five-area scores, your benchmark, and a priced action plan
• Walk you through the findings and answer your questions
• Keep your information confidential under the mutual confidentiality terms in Section 13 and our Privacy Policy
• Deliver the report within the agreed timeline (typically about two weeks from kickoff)

9.2 What You Provide

• Access to the people who run the work — you and key team members — for the kickoff and interviews
• Honest information about how the business runs (services, pricing, tools, volumes, and pain points)
• Read-only access to, or a walkthrough of, the tools and systems we need to review (calendar, CRM, booking, accounting, etc.) where practical
• Timely answers to follow-up questions so we can finish on schedule

10. Cancellation, Refunds & the Guarantee

Because the audit is a one-time, fixed-fee engagement, this is simple. No penalties, no termination fees, no hard feelings.

• Before work begins — Either party may cancel for any reason. If you have already paid, you receive a full refund.
• After work begins — If you cancel partway through, we bill only for the work completed to that point (pro-rated) and refund the rest. If we cancel, you pay only for completed work you choose to keep.
• The 3×-or-free guarantee — If your delivered report does not identify at least three times the audit fee in reclaimed hours, savings, or recovered revenue, we refund the $1,500 fee in full. This guarantee — including how "3×" is measured, who assesses it, and how to claim — is set out in full in Section 3.2, and its only remedy is the refund of the audit fee.
• Your fee comes off the fix (implementation credit) — If you engage Noviya to build a recommended fix under a separate agreement, and that build is started within 30 days of the date you receive your report, the $1,500 audit fee is credited once against the fee for that build. The credit applies only to a paid Noviya implementation engagement, has no cash value, is not refundable or transferable, and cannot be claimed in addition to a refund of the same fee.
• You can't claim the fee twice. The audit fee is refunded or credited — never both. A cancellation refund, a guarantee refund, and the implementation credit are alternatives: whichever one applies, the $1,500 is only ever returned or credited a single time.

What Happens to Your Data

After deletion, Noviya holds none of your operational business data or customer information — you keep the report, the math, and the plan. We may retain a minimal record of the engagement itself — for example, the signed Agreement, the invoice, and a copy of the report we delivered to you — only as needed for our own legal, tax, and accounting obligations, handled in line with our Privacy Policy.

11. The Findings: Nature & Limitations

The audit gives you our best professional assessment of your operation. A few honest limits:

• The numbers are estimates for planning, not guarantees. The figures, benchmarks, savings, and projections in the report are based on the information you provide and our experience. Your actual results depend on factors specific to your business.
• The report is an operational diagnostic. It is not legal, financial, tax, or accounting advice — for those, consult a qualified professional.
• Where we use AI tools to help analyze your operation, their output can occasionally be inaccurate. We review the analysis, but you should verify anything material before acting on it.
• You keep final authority over every business decision. The audit informs your decisions — it does not make them for you.

The audit is a tool to inform you — you are always in charge.

12. Limitation of Liability

Both parties agree to the following reasonable limitations:

• Noviya is not liable for business decisions you make based on the audit's findings or recommendations. 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 losses caused by third-party tools or services used in, or recommended by, the audit.
• To the maximum extent permitted by applicable law, Noviya's total aggregate liability arising out of or relating to this Agreement is limited to the audit fee actually paid by you to Noviya (CAD $1,500).

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

Nothing in this Agreement excludes or limits either party's liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under applicable law — including any non-waivable consumer-protection or statutory rights.

13. Confidentiality (Mutual NDA)

This Section is our mutual non-disclosure agreement. It is the "mutual NDA" referred to elsewhere in this Agreement, it binds both parties from the date this Agreement is signed — including before any audit work begins — and no separate NDA is required (though either party may ask to sign a standalone one).

Each party agrees to keep confidential, and to use only for the purpose of this engagement, any proprietary or sensitive information the other party shares in connection with this Agreement. This includes:

• Your business processes, pricing, financials, customer lists, and internal policies
• The contents of your audit report (which Noviya keeps confidential)
• Noviya's methodology, frameworks, scoring models, technical infrastructure, and proprietary tools
• Any information either party would reasonably consider confidential

Neither party will disclose the other's confidential information to anyone outside its own team or trusted service providers (who are themselves bound by confidentiality), except as needed to perform this Agreement or as required by law. For clarity, because you own your audit report (Section 5), nothing in this Section restricts your use or disclosure of your own report — this confidentiality protects you, not the other way around.

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

Exceptions: These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without a duty of confidence, is independently developed without using the other party's confidential information, or is required to be disclosed by law or court order (in which case, where lawful, the disclosing party will give the other party reasonable notice first).

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.
• Electronic execution — This Agreement, Schedule A, and any related documents may be signed and delivered electronically. Electronic signatures and electronic copies are intended to have the same legal effect as originals, to the extent permitted by British Columbia's Electronic Transactions Act.
• 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 audit scope, areas reviewed, and fee

17. Signatures

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

A.1 Client Information

A.2 Areas to Review

The audit scores these five areas. Confirm which to include and note anything specific:

A.3 Tools & Systems to Review

A.4 People to Interview

A.5 Fee, Payment & Guarantee

• Discovery fee: [$1,500] CAD, plus applicable taxes (including GST), fixed
• Payment schedule: [e.g., 100% on start, or 50/50]
• 3×-or-free guarantee: Included as standard — full mechanics in Section 3.2.
• Implementation credit: The $1,500 fee is credited once toward a Noviya build started within 30 days of report delivery — terms in Section 10. (Cannot be combined with a guarantee or cancellation refund of the same fee.)
• Kickoff date / target report date: [Dates]

A.6 Notes & Special Requests