Terms of Service — Noviya
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Terms of Service

Last updated: February 17, 2026

Effective Date: February 17, 2026
Please read these Terms carefully. They form a binding legal agreement between you and Noviya. By accessing noviya.io, booking a consultation, or engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity. These Terms are governed by the laws of British Columbia, Canada.

1. Definitions

The following defined terms apply throughout these Terms of Service:

"Agreement"
These Terms of Service, together with any applicable Order Form, Statement of Work, and the Privacy Policy, forming the entire agreement between the parties.
"Noviya"
Noviya, a business operating in Vancouver, British Columbia, Canada, including its employees, contractors, and authorized agents. Also referred to as "we," "us," or "our."
"Client"
The individual or legal entity that enters into this Agreement with Noviya to receive Services. Also referred to as "you" or "your."
"Services"
The AI agent deployment, automation configuration, consulting, and ongoing support services provided by Noviya, as described in an applicable Order Form or Statement of Work.
"Order Form"
A written or electronic document executed by both parties that specifies the Services to be delivered, applicable fees, and any special terms governing a particular engagement.
"Subscription"
A recurring engagement under which Noviya provides ongoing Services to the Client for a defined Subscription Term in exchange for a recurring fee.
"Subscription Term"
The period during which the Client is entitled to receive the subscribed Services, beginning on the Start Date specified in the applicable Order Form and continuing until terminated in accordance with this Agreement.
"Client Data"
All data, content, and information submitted by or on behalf of the Client to Noviya in connection with the Services, including business information, customer data, and branding assets.
"Noviya IP"
All proprietary methodologies, templates, frameworks, automation architectures, tools, and technology developed by or belonging to Noviya, independently of any Client engagement.
"Deliverables"
The specific outputs, configurations, workflows, chatbots, and other work product created by Noviya specifically for the Client pursuant to an Order Form or Statement of Work.
"Confidential Information"
Non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Third-Party Platforms"
Software applications, platforms, or services provided by parties other than Noviya that are used, integrated, or configured as part of delivering the Services, including but not limited to GoHighLevel, Google, Twilio, and Meta platforms.
"Fees"
All amounts owed by the Client to Noviya under this Agreement, including setup fees, recurring subscription fees, and any additional charges specified in an Order Form.

2. Acceptance of Terms

By accessing or using noviya.io, booking a consultation call, executing an Order Form, or otherwise receiving Services, you agree to be legally bound by this Agreement. If you do not agree to these Terms, you must not access our website or use our Services.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. In that case, "you" and "Client" refer to that entity.

Your acceptance may be indicated by: (a) clicking a button indicating acceptance; (b) executing an Order Form that references these Terms; (c) booking a consultation or engaging Services; or (d) continued use of our Services after notice of updated Terms.

3. Services & Orders

3.1 Scope of Services

Noviya provides done-for-you AI agent deployment services for service-based businesses, including:

  • Configuration and deployment of AI-powered automation workflows
  • Missed-call text-back and lead response automation
  • Calendar booking and appointment management automation
  • Reputation management and review generation automation
  • AI chatbot and client communication systems
  • Lead pipeline setup, follow-up sequences, and CRM configuration
  • Ongoing monitoring, optimization, and support

The specific scope, deliverables, timeline, and fees for each engagement are set out in an Order Form or Statement of Work agreed upon by both parties prior to commencement of work.

3.2 Free Consultation Calls

Strategy consultation calls booked through noviya.io are provided at no charge. These calls are for discovery and evaluation purposes only. Booking a consultation call does not create a contractual obligation on either party to proceed with paid Services.

3.3 Order Precedence

In the event of a conflict between these Terms and an Order Form or Statement of Work, the Order Form or Statement of Work shall control solely with respect to the specific engagement it governs, and only to the extent of the conflict.

3.4 Changes to Services

Noviya reserves the right to modify, update, or discontinue any component of its Services. Where a modification materially and adversely affects a Client's active engagement, Noviya will provide at least 30 days' written notice. Your continued use of the Services after such notice constitutes acceptance of the modification.

4. Subscription & Access

4.1 Subscription Term

Subscriptions commence on the Start Date specified in the applicable Order Form and continue on a month-to-month basis unless a different term is specified. Unless terminated in accordance with Section 16, Subscriptions automatically renew for successive periods equal to the initial Subscription Term.

4.2 Access

During the Subscription Term, Noviya grants the Client a limited, non-exclusive, non-transferable right to access and use the Deliverables and any Client-facing dashboards or portals provided as part of the Services, solely for the Client's internal business operations.

4.3 Restrictions

The Client shall not, and shall not permit any third party to:

  • Sublicense, resell, rent, lease, transfer, or otherwise make the Services or Deliverables available to third parties without Noviya's prior written consent
  • Reverse engineer, decompile, or attempt to derive source code from any Noviya IP
  • Use the Services to build a competing product or service
  • Remove or alter any proprietary notices or labels on Noviya's materials
  • Use the Services in any manner that violates applicable law or these Terms

5. Acceptable Use

5.1 Permitted Use

The Services are made available solely for lawful business purposes in connection with the Client's service-based business operations. The Client is responsible for all activity conducted through or using the Services.

5.2 Prohibited Conduct

The Client must not use the Services to:

  • Send unsolicited commercial communications in violation of Canada's Anti-Spam Legislation (CASL) or any other applicable anti-spam laws
  • Collect, store, or process personal information in violation of applicable privacy laws, including PIPEDA and BC PIPA
  • Harass, abuse, threaten, or defame any individual or entity
  • Distribute malware, viruses, or any other harmful code
  • Infringe upon the intellectual property rights of any third party
  • Engage in deceptive, misleading, or fraudulent business practices
  • Violate any applicable federal, provincial, or municipal law or regulation
  • Interfere with or disrupt the integrity or performance of Third-Party Platforms

5.3 CASL Compliance

The Client is solely responsible for ensuring that all commercial electronic messages sent through automations configured by Noviya comply with Canada's Anti-Spam Legislation (CASL), including obtaining and maintaining appropriate express or implied consent from message recipients. Noviya will assist in configuring opt-out mechanisms but is not responsible for the Client's ongoing compliance obligations.

5.4 Suspension

Noviya reserves the right to immediately suspend the Client's access to the Services without notice if Noviya reasonably determines that the Client is engaged in prohibited conduct that could harm Noviya, its clients, Third-Party Platforms, or third parties. Noviya will notify the Client of the suspension and provide an opportunity to remedy the violation where practicable.

6. Client Responsibilities

To enable Noviya to deliver the Services effectively, the Client agrees to:

  • Provide accurate, complete, and timely information about its business, existing systems, services, and target customers
  • Grant Noviya necessary access credentials to platforms, accounts, and tools required for the deployment and configuration of the Services
  • Designate a primary point of contact who is authorized to make decisions on behalf of the Client
  • Respond to Noviya's requests for information, feedback, or approvals within a reasonable time, and in any event within 3 business days unless otherwise agreed
  • Ensure the Client has the legal right to use, share, and authorize Noviya to use any Client Data, branding, content, or third-party materials provided to Noviya
  • Comply with the terms of service of all Third-Party Platforms used in the Client's automation setup
  • Promptly notify Noviya of any security incident, unauthorized access, or suspected breach affecting platforms or data relevant to the Services

Delays caused by the Client's failure to fulfill these responsibilities may affect delivery timelines and are not attributable to Noviya.

7. Fees & Payment

7.1 Fees

The Client agrees to pay all Fees set out in the applicable Order Form. All Fees are stated in Canadian dollars (CAD) unless otherwise specified in writing. Fees are non-refundable except as expressly stated in this Agreement.

7.2 Invoicing and Payment

Setup fees are invoiced upon execution of the Order Form and are due prior to commencement of work. Recurring subscription fees are invoiced in advance of each billing period. All invoices are due and payable within 14 days of the invoice date, unless otherwise specified in the Order Form.

7.3 Late Payment

Amounts not paid by the due date will accrue interest at the rate of 1.5% per month (18% per annum), calculated from the due date until the date of payment. If any amount remains unpaid for more than 14 days past the due date, Noviya may, without limiting its other rights, suspend the Services until all outstanding amounts are paid in full. Noviya will provide at least 5 business days' written notice before suspending Services for non-payment.

7.4 Fee Changes

Noviya may adjust recurring subscription fees upon at least 60 days' written notice to the Client. Fee changes take effect at the start of the next renewal period following the notice period. If the Client does not agree to a fee change, the Client may terminate the Subscription in accordance with Section 16 prior to the effective date of the change.

7.5 Disputed Invoices

If the Client disputes any portion of an invoice in good faith, the Client must notify Noviya in writing within 10 days of receipt of the invoice, specifying the amounts disputed and the basis for the dispute. Undisputed amounts remain due and payable by the invoice due date. The parties will work in good faith to resolve disputes within 30 days.

8. Taxes

All Fees are exclusive of applicable taxes. The Client is responsible for all sales taxes, goods and services taxes (GST), provincial sales taxes (PST), harmonized sales taxes (HST), and any other taxes or levies imposed by any governmental authority in connection with the Services, except for taxes based on Noviya's net income. Noviya will include applicable taxes on invoices as required by law. If the Client is a tax-exempt entity, it must provide Noviya with a valid exemption certificate prior to invoicing.

8b. AI Outputs & Autonomous Agent Disclaimer

8b.1 Nature of AI Outputs

The Services may include the deployment of autonomous AI agents that generate text, decisions, communications, or other outputs on the Client's behalf ("AI Outputs"). The Client acknowledges that AI Outputs are generated by machine learning models and may be inaccurate, incomplete, outdated, or contextually inappropriate. Noviya does not represent that any AI Output is accurate, factually correct, legally compliant, or fit for any particular purpose.

8b.2 Client Responsibility for Supervision

The Client is solely responsible for supervising, reviewing, and validating all AI Outputs before acting upon them or allowing them to be acted upon by third parties. The Client must implement appropriate human review processes for any AI Output that: (a) is communicated to customers, leads, or the public; (b) involves financial decisions, legal commitments, or regulatory compliance; (c) relates to employment, health, safety, or any high-stakes business decision. Noviya's role is limited to deploying and configuring AI agents in accordance with Client-specified parameters; Noviya does not control what outputs those agents generate in response to real-world inputs.

8b.3 No Liability for AI Outputs

To the maximum extent permitted by applicable Canadian law, Noviya is not liable for any loss, damage, claim, or expense arising out of or related to any AI Output generated by agents deployed under this Agreement, including without limitation any output that is factually incorrect, misleading, defamatory, discriminatory, or that causes reputational harm to the Client or any third party. This limitation applies regardless of whether Noviya was aware or should have been aware of the potential for such outputs.

8b.4 Human-in-the-Loop Requirement

The Client agrees not to deploy AI agents in a fully autonomous capacity for workflows where a human review checkpoint would be legally required or reasonably expected by the Client's customers or regulators. Where the Client proceeds with fully autonomous deployment against Noviya's written recommendation or without implementing appropriate review safeguards, the Client does so at its sole risk and indemnifies Noviya against any resulting claims pursuant to Section 14.2.

8c. Credential Handling

8c.1 Use of Credentials

In the course of deploying and configuring the Services, the Client may provide Noviya with API keys, access tokens, login credentials, or similar authentication materials ("Credentials") for Third-Party Platforms or the Client's own systems. Noviya will use Credentials exclusively for the purpose of deploying, configuring, and maintaining the specific Services set out in the applicable Order Form. Noviya will not use Credentials to access, browse, export, or otherwise interact with the Client's underlying data, communications, or account content beyond what is strictly necessary to perform the Services.

8c.2 Retention and Security

Noviya will not retain Credentials beyond the active deployment period for which they are required. Upon completion of the relevant deployment or termination of this Agreement (whichever is earlier), Noviya will promptly delete or return all Credentials in its possession. Noviya implements industry-standard security measures to protect Credentials from unauthorized access or disclosure while in Noviya's custody.

8c.3 Client's Revocation Responsibility

The Client is responsible for revoking, rotating, or otherwise deauthorizing any Credentials shared with Noviya upon termination of this Agreement or upon the conclusion of any project phase for which the Credentials were provided. Noviya recommends that the Client use scoped or purpose-limited API keys wherever possible to minimize access exposure. The Client remains solely responsible for the security of Credentials that it chooses to provide to Noviya and for any consequences arising from failure to revoke Credentials in a timely manner.

9. Intellectual Property

9.1 Client IP

The Client retains all right, title, and interest in and to its pre-existing intellectual property, branding, Client Data, and any content provided to Noviya in connection with the Services. The Client grants Noviya a limited, non-exclusive license to use Client IP solely as necessary to perform the Services.

9.2 Noviya IP

Noviya retains all right, title, and interest in and to Noviya IP, including all proprietary methodologies, automation frameworks, templates, tools, and technology developed independently of any specific Client engagement. Nothing in this Agreement transfers ownership of Noviya IP to the Client.

9.3 Deliverables

Upon receipt of full payment of all Fees owed under the applicable Order Form, Noviya grants the Client a non-exclusive, non-transferable, royalty-free license to use the Deliverables created specifically for the Client's business for the Client's internal business operations. For clarity, Deliverables built upon or incorporating Noviya IP remain subject to Noviya's ownership of the underlying Noviya IP, and such license extends only to the Deliverable as a whole in its specific configuration for the Client.

9.4 Website Content

All content on noviya.io — including text, graphics, design, and code — is the proprietary property of Noviya and is protected by applicable Canadian intellectual property laws. Unauthorized reproduction, distribution, or use of noviya.io content without Noviya's prior written permission is prohibited.

9.5 Feedback

If the Client provides Noviya with suggestions, ideas, or feedback relating to the Services ("Feedback"), the Client grants Noviya a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Services or Noviya IP without obligation to the Client.

10. Confidentiality

10.1 Obligations

Each party (as "Receiving Party") agrees to: (a) hold the other party's (as "Disclosing Party") Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use the Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement.

10.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

10.3 Compelled Disclosure

If the Receiving Party is required by applicable law or court order to disclose Confidential Information, it must: (a) provide the Disclosing Party with prompt written notice (to the extent permitted by law); (b) reasonably cooperate with the Disclosing Party's efforts to obtain a protective order; and (c) disclose only that portion of the Confidential Information legally required to be disclosed.

10.4 Survival

Confidentiality obligations survive the expiration or termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which obligations continue indefinitely.

11. Data & Privacy

11.1 Privacy Policy

Noviya's collection, use, and disclosure of personal information is governed by its Privacy Policy, which is incorporated into and forms part of this Agreement. By using the Services, the Client consents to the practices described in the Privacy Policy.

11.2 Client Data

As between the parties, the Client owns all Client Data. The Client grants Noviya a limited, non-exclusive license to access, use, and process Client Data solely to the extent necessary to provide the Services. Noviya will not disclose Client Data to third parties except: (a) as necessary to deliver the Services using Third-Party Platforms; (b) as required by applicable law; or (c) with the Client's prior written consent.

11.3 Privacy Law Compliance

Each party is responsible for complying with applicable privacy legislation governing the personal information in its custody or control, including the federal Personal Information Protection and Electronic Documents Act (PIPEDA) and the BC Personal Information Protection Act (PIPA). The Client is responsible for ensuring it has lawful authority to share personal information with Noviya as Client Data.

11.4 Data Security

Noviya implements reasonable technical and organizational measures to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Noviya will notify the Client without undue delay upon becoming aware of a confirmed data breach affecting Client Data.

11.5 Data Retention

Upon termination of this Agreement, Noviya will, upon the Client's written request, return or securely delete Client Data within 30 days, except where retention is required by applicable law.

12. Third-Party Platforms

The Services involve the configuration and integration of Third-Party Platforms. The Client acknowledges and agrees that:

  • Noviya is not affiliated with, endorsed by, or a reseller of Third-Party Platforms unless expressly stated
  • The Client's use of Third-Party Platforms is governed by those platforms' own terms of service, and the Client is responsible for complying with such terms
  • Noviya is not liable for any changes, outages, policy updates, fee increases, or discontinuation of Third-Party Platforms
  • The Client is responsible for maintaining its own accounts on Third-Party Platforms and for any costs associated with those accounts beyond Noviya's agreed scope
  • Where Third-Party Platform changes require modifications to the Services, Noviya will use commercially reasonable efforts to adapt but does not guarantee compatibility with all future platform versions

13. Warranties & Disclaimers

13.1 Noviya's Warranties

Noviya warrants that: (a) it has the right and authority to enter into this Agreement and perform the Services; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) Noviya will comply with applicable Canadian law in performing the Services.

13.2 Client's Warranties

The Client warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Client Data and any materials provided to Noviya do not infringe any third-party intellectual property rights; (c) the Client's use of the Services will comply with applicable law; and (d) the Client has all necessary consents to share personal information with Noviya as Client Data.

13.3 Disclaimer of Other Warranties

Except as expressly stated in Section 13.1, the Services are provided "as is" and "as available." To the maximum extent permitted by applicable Canadian law, Noviya disclaims all other representations, warranties, and conditions, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Noviya does not warrant that the Services will be uninterrupted, error-free, or free of harmful components.

13.4 No Guarantee of Outcomes

Noviya makes no guarantee regarding specific business outcomes, revenue increases, lead volumes, booking rates, or review counts resulting from the use of the Services. Results depend on many factors outside Noviya's control, including the Client's industry, market conditions, pricing, and the quality of the Client's existing business operations.

14. Indemnification

14.1 Indemnification by Noviya

Noviya will defend, indemnify, and hold harmless the Client and its directors, officers, and employees from and against any third-party claim, action, or proceeding ("Action") alleging that the Services, as delivered by Noviya and used in accordance with this Agreement, infringe a valid Canadian patent, registered trademark, or registered copyright, and will pay any damages and costs finally awarded against the Client in such Action, provided that:

  • The Client notifies Noviya in writing within 30 days of becoming aware of the Action
  • The Client grants Noviya sole control of the defense and settlement of the Action
  • The Client provides Noviya with reasonable assistance and cooperation at Noviya's expense

Noviya's obligations under this Section do not apply where the alleged infringement arises from: (a) Client Data or Client-provided materials; (b) the Client's modification of the Deliverables; (c) combination of the Services with third-party products not provided by Noviya; or (d) the Client's breach of this Agreement.

14.2 Indemnification by Client

The Client will defend, indemnify, and hold harmless Noviya and its directors, officers, employees, and contractors from and against any Action or claim arising out of or related to: (a) the Client's use of the Services in violation of this Agreement or applicable law; (b) Client Data or Client-provided materials; (c) the Client's breach of any representation, warranty, or obligation under this Agreement; (d) the Client's violation of any third-party rights, including intellectual property rights or privacy rights; or (e) the Client's non-compliance with CASL or other applicable anti-spam legislation.

14.3 Mitigation

If Noviya reasonably believes the Services may become subject to an infringement claim, Noviya may, at its option and expense: (a) procure the right for the Client to continue using the Services; (b) replace or modify the Services to make them non-infringing while maintaining substantially equivalent functionality; or (c) terminate the relevant Services and refund any prepaid, unused Fees for the affected period. This Section states Noviya's entire liability and the Client's sole remedy with respect to third-party infringement claims.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable Canadian law, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, or loss of profits, revenue, data, goodwill, or business opportunities arising out of or related to this Agreement, even if such party has been advised of the possibility of such damages.

15.2 Aggregate Liability Cap

Except for a party's indemnification obligations under Section 14, each party's total aggregate liability to the other for all claims arising out of or related to this Agreement shall not exceed the total Fees paid or payable by the Client to Noviya in the three (3) month period immediately preceding the event giving rise to the claim.

15.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. Noviya would not have entered into this Agreement without these limitations.

15.4 Exceptions

Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded by applicable Canadian law.

16. Term & Termination

16.1 Term

This Agreement commences on the date you first accept these Terms and continues until all Order Forms have expired or been terminated.

16.2 Termination for Convenience

Either party may terminate a monthly Subscription for convenience by providing at least 30 days' written notice to the other party. Termination takes effect at the end of the then-current billing period following expiry of the notice period. Setup fees and fees for the current billing period are non-refundable upon termination for convenience.

16.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 15 days of receiving written notice of the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or insolvency proceedings; or (c) engages in fraudulent or illegal conduct in connection with this Agreement.

16.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) all rights and licenses granted to the Client cease; (b) the Client must cease using any Noviya IP and promptly return or destroy Noviya's Confidential Information; (c) all accrued and unpaid Fees become immediately due and payable; and (d) each party's obligations that by their nature should survive (including Sections 9, 10, 14, 15, and 18) will continue in full force and effect.

16.5 No Refunds on Termination for Cause by Noviya

If Noviya terminates this Agreement for cause pursuant to Section 16.3, no refund of any prepaid Fees shall be owed to the Client. If the Client terminates for cause pursuant to Section 16.3, Noviya will refund a pro-rata portion of any prepaid Fees for the terminated Services covering the period after the effective date of termination.

17. Modifications to Terms

Noviya reserves the right to modify these Terms at any time. When changes are made, Noviya will update the "Last updated" date at the top of this page and, for material changes, will provide notice via email to the Client's registered address or via a prominent notice on noviya.io at least 30 days prior to the effective date of the change.

Your continued use of the Services after the effective date of modified Terms constitutes your acceptance of those changes. If you do not agree to the modified Terms, you may terminate the Agreement in accordance with Section 16.2 prior to the effective date.

18. Governing Law & Dispute Resolution

18.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

18.2 Negotiation

Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by providing written notice to the other describing the dispute in reasonable detail. The parties will negotiate in good faith for a period of at least 30 days from the date of such notice before proceeding to arbitration.

18.3 Arbitration

If a dispute is not resolved through negotiation within the period specified in Section 18.2, the dispute shall be finally resolved by binding arbitration conducted in Vancouver, British Columbia, under the Arbitration Act, RSBC 1996, c. 55. The arbitration shall be conducted by a single arbitrator agreed upon by the parties, or if the parties cannot agree, appointed in accordance with the applicable arbitration rules. The language of arbitration shall be English. The arbitrator's award shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

18.4 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in the courts of British Columbia to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information obligations. The parties irrevocably submit to the exclusive jurisdiction of the courts of British Columbia for such relief.

18.5 Class Action Waiver

To the maximum extent permitted by applicable law, the Client waives any right to bring or participate in any class action, consolidated action, or representative proceeding against Noviya.

19. General Provisions

19.1 Entire Agreement

This Agreement, together with all Order Forms and the Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings between the parties, whether written or oral.

19.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

19.3 Waiver

No failure or delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of that right. No single or partial exercise of any right precludes the further exercise of that or any other right. Waivers must be in writing and signed by an authorized representative of the waiving party.

19.4 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without Noviya's prior written consent. Noviya may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

19.5 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, labour disputes, internet or telecommunications failures, or cyberattacks. The affected party must promptly notify the other party and use reasonable efforts to resume performance as soon as practicable.

19.6 Notices

All notices under this Agreement must be in writing and delivered: (a) by email to the address on file for each party (with confirmation of receipt); or (b) by courier or registered mail to the party's last known address. Notices are effective upon confirmed receipt. Noviya's notice address is [email protected], Vancouver, British Columbia, Canada.

19.7 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other's behalf.

19.8 Language

The parties expressly agree that this Agreement and all related documents be drawn up in the English language. Les parties conviennent que la présente convention et tous les documents s'y rattachant soient rédigés en langue anglaise.

19.9 Counterparts & Electronic Signatures

This Agreement and any Order Form may be executed in counterparts, each of which is deemed an original. Electronic signatures — including click-to-accept, digital signatures, or email confirmation — are binding and shall have the same legal effect as original signatures under applicable Canadian law, including the BC Electronic Transactions Act, SBC 2001, c. 10.

20. Contact

For questions, concerns, or notices regarding these Terms of Service:

These Terms of Service were last updated on February 17, 2026. Noviya recommends that you retain a copy of these Terms for your records.