Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern the relationship between Noviya Consulting Corporation ("Noviya", "we", "us", "our"), a company based in Vancouver, British Columbia, Canada, and any business or individual ("Client", "you", "your") that contracts with Noviya for AI co-worker deployment services.

By signing a service agreement with Noviya or using our services, you agree to be bound by these Terms. If you do not agree, do not use our services.

These Terms supplement the Noviya Service Agreement. In the event of a conflict between these Terms and the Service Agreement, the Service Agreement prevails.

2. Service Description

2.1 What We Provide

Noviya deploys AI-powered co-workers ("Agents") into your business. The Agent handles routine customer communications on your behalf, including:

• Responding to inbound messages (SMS, iMessage, email, WhatsApp)
• Answering common customer questions based on your business information
• Scheduling appointments (if applicable)
• Routing urgent or complex requests to you or your staff
• Sending outbound messages where you have obtained proper consent

This is a managed service. Noviya builds, configures, deploys, monitors, and maintains the Agent. You provide the business information and approve how the Agent operates.

2.2 What We Do Not Provide

The Agent is a communication tool, not a decision-maker. Noviya does not provide:

• Professional advice of any kind (legal, medical, financial, tax, real estate, or otherwise)
• Guarantees of business outcomes, revenue increases, or customer satisfaction improvements
• A replacement for human judgment, oversight, or professional expertise
• Binding commitments on behalf of your business (unless explicitly configured and approved by you)
• Access to real-time internet information beyond what has been configured into the Agent

3. Client Responsibilities

By using our services, you agree to:

3.1 Provide Accurate Information

• Supply accurate, current business information (hours, services, pricing, policies, contact details)
• Notify Noviya promptly when any business information changes
• Review and approve the Agent's operating scope before go-live

3.2 Obtain Required Consent

• Obtain and maintain proper consent from your customers for automated communications as required by CASL and applicable privacy laws
• Inform your customers that AI-assisted communication may be used, as recommended by Noviya
• Comply with your own industry-specific regulatory requirements (e.g., healthcare privacy laws, legal professional conduct rules)

3.3 Maintain Compliance

• Ensure that your use of the Agent complies with all applicable federal, provincial, and municipal laws
• Not use the Agent for any unlawful purpose, including but not limited to spam, fraud, harassment, discrimination, or deceptive business practices
• Not instruct the Agent to make false claims about your business, products, or services
• Not use the Agent to collect personal information beyond what is necessary for legitimate business purposes

3.4 Respond to Escalations

• Respond to Agent escalation alerts within a reasonable timeframe
• Take recommended action when Noviya flags compliance or operational issues

3.5 Respect the Managed Service Model

• Not modify the Agent's configuration, infrastructure, or connected systems without going through Noviya
• Accept responsibility for issues caused by unauthorized modifications (see Section 10.4)

4. AI Output Disclaimer

4.1 AI Outputs Are Not Guaranteed

The Agent is powered by artificial intelligence (Anthropic's Claude models). AI-generated content:

• Should not be relied upon without independent verification, particularly for factual claims, pricing, availability, legal obligations, health information, or any matter of consequence
• May occasionally contain inaccuracies, even when the output appears detailed and specific
• May not reflect the most current information, especially if business details have changed and Noviya has not been notified
• May not account for context, nuance, or circumstances that a human would recognize
• Is generated based on patterns in training data and the business information provided — it is not human judgment

4.2 No Professional Advice

AI outputs do not constitute professional advice of any kind. The Agent does not and cannot replace licensed professionals. If your business operates in a regulated industry (healthcare, legal, financial services), you are solely responsible for ensuring that AI-generated communications comply with your professional obligations and regulatory requirements.

4.3 Client Responsibility for AI Outputs

Once the Agent is configured and approved by you:

• In supervised mode (message-by-message approval): You review and approve each response before it is sent. You accept responsibility for approved messages.
• In auto-send mode: You have approved the Agent's operating scope and communication rules. Noviya is not liable for individual messages sent within the approved scope.

You should periodically review the Agent's conversations to ensure quality and accuracy. Noviya provides monitoring and alerts, but ultimate responsibility for the Agent's interactions with your customers rests with you.

4.4 Anthropic's Requirements

Per Anthropic's commercial terms, users of AI-powered services must be informed that:

• AI outputs should not be treated as authoritative without independent verification
• AI may produce content that appears accurate due to its detail but may still contain material inaccuracies
• AI services may not have access to the most current or complete information

5. No AI Training Commitment

5.1 Your Data Is Not Used for Training

Noviya commits that:

• Your business data will not be used to train, fine-tune, or improve any AI models
• Your customers' data will not be used to train, fine-tune, or improve any AI models
• Anthropic's commercial API terms confirm that data submitted through their API is not used for model training

5.2 Data Isolation

Each client's Agent operates in a completely isolated environment (separate Docker container). Your data cannot be accessed by any other client's Agent, and no other client's data can influence your Agent's behavior.

6. Acceptable Use Policy

You agree not to use Noviya's services to:

6.1 Prohibited Uses

1. Send unsolicited commercial messages without proper CASL consent
2. Engage in spam, phishing, fraud, or any deceptive practices
3. Harass, threaten, or discriminate against any individual
4. Collect personal information for purposes unrelated to your legitimate business
5. Violate any applicable law, regulation, or professional code of conduct
6. Impersonate another person or business
7. Distribute malware, viruses, or harmful content
8. Interfere with the operation of Noviya's systems or other clients' services
9. Attempt to access data belonging to other Noviya clients
10. Use the Agent for high-risk automated decision-making without appropriate human oversight (e.g., decisions that materially affect individuals' rights, employment, credit, or access to services)

6.2 CASL-Specific Requirements

You must:

• Have documented consent (express or implied) before requesting Noviya to configure outbound commercial messaging
• Ensure all commercial messages include your business identification and a working unsubscribe mechanism
• Honor opt-out requests within 10 business days
• Maintain consent records for a minimum of 3 years

6.3 Consequences of Violation

If Noviya determines that you are using the service in violation of this Acceptable Use Policy:

1. We will notify you and request immediate correction
2. We may suspend outbound messaging capabilities pending resolution
3. For serious or repeated violations, we may terminate your service immediately without notice
4. You will be responsible for any fines, penalties, or legal costs arising from your violation

7. Service Levels and Availability

7.1 Reasonable Efforts

Noviya will use reasonable commercial efforts to maintain Agent availability during your business hours. We target 99% uptime during business hours but this is a target, not a guarantee.

7.2 No Uptime Guarantee

We do not provide a formal Service Level Agreement (SLA) with financial penalties for downtime. Our service depends on third-party infrastructure (Anthropic, Twilio, hosting providers, internet connectivity) that is outside our direct control.

7.3 Scheduled Maintenance

We will provide at least 24 hours' notice for scheduled maintenance that may affect your Agent's availability. Maintenance will be scheduled outside your business hours whenever possible.

7.4 Incident Response

When unscheduled downtime occurs:

• We will notify you as soon as we become aware of the issue
• We will activate the appropriate kill switch level (pause, quarantine, kill, or redirect) as needed
• We will provide a preliminary assessment within 4 hours
• For significant incidents, we will provide a root cause analysis within 48 hours

8. Kill Switch and Termination

8.1 Your Right to Stop the Agent

You can request that your Agent be paused or shut down at any time, for any reason. Contact us by text, email, or any established communication channel. We will honor your request:

• Within 1 hour during business hours
• Within 4 hours outside business hours

8.2 Kill Switch Levels

8.3 Noviya's Right to Stop the Agent

Noviya may activate the kill switch without your prior approval if:

• The Agent is sending incorrect or harmful information
• A security breach or data incident is detected
• Unusual behavior is detected (message loops, scope violations)
• You are using the service in violation of these Terms

8.4 Termination by Either Party

Either party may terminate the service agreement with 30 days' written notice (text or email is sufficient).

Noviya may terminate immediately if:

• You fail to pay fees for 30+ days after written notice
• You use the Agent in violation of applicable law or these Terms
• You make repeated unauthorized modifications after being warned

8.5 Effect of Termination

Upon termination:

1. The Agent is shut down immediately (Day 0)
2. You receive a complete data export within 7 days
3. All your data is permanently deleted within 14 days
4. Written confirmation of deletion is provided

8.6 Survival

The following sections survive termination: Section 4 (AI Disclaimer), Section 5 (No AI Training), Section 9 (Data Processing), Section 10 (Liability), Section 11 (Indemnification), Section 14 (Governing Law), and Section 15 (Dispute Resolution).

9. Data Processing

9.1 Roles

• You (the Client) are the data controller — you determine the purposes for which your customers' personal information is collected and used.
• Noviya is the data processor — we process your customers' personal information only as instructed by you and as necessary to deliver the service.

9.2 Noviya's Data Processing Obligations

As your data processor, Noviya will:

• Process personal information only for the purposes described in these Terms and as instructed by you
• Not sell, share, or disclose personal information to third parties except as necessary to deliver the service (sub-processors listed in our Privacy Policy)
• Implement reasonable technical and organizational security measures
• Assist you in responding to data access, correction, or deletion requests from your customers
• Notify you within 72 hours of becoming aware of a data breach affecting your data
• Delete or return all personal information upon termination of service
• Allow you to audit our data handling practices upon reasonable notice (limited to once per year, during business hours, at your cost)

9.3 Sub-Processors

Noviya uses the following sub-processors to deliver the service:

• Anthropic (United States) — AI processing
• Twilio (United States) — SMS/voice communication
• Google Workspace (United States) — Email/calendar (if applicable)
• Hetzner (Germany) or Vultr (Canada) — Infrastructure hosting
• Cloudflare (United States) — Security and access tunnels

We will notify you at least 30 days before adding a new sub-processor. You may object to a new sub-processor, and if we cannot address your objection, you may terminate the service.

9.4 Cross-Border Transfers

Your data and your customers' data is transferred to and processed in the United States by our sub-processors. By agreeing to these Terms, you acknowledge and consent to these cross-border transfers. See our Privacy Policy for details.

10. Limitation of Liability

10.1 Liability Cap

Noviya's total aggregate liability under these Terms, the Service Agreement, and any related agreements is limited to the lesser of:

• (a) The total fees paid by you to Noviya in the 12 months immediately preceding the event giving rise to the claim, or
• (b) $10,000 CAD

This cap applies to all claims arising from or related to these Terms, whether based in contract, tort (including negligence), strict liability, or any other legal theory.

10.2 Exclusion of Consequential Damages

To the maximum extent permitted by law, Noviya will not be liable for:

• Loss of revenue, profits, or business opportunities
• Loss of customers or goodwill
• Loss of data (beyond our obligation to maintain backups during the service period)
• Reputational harm
• Indirect, incidental, special, consequential, or punitive damages

This exclusion applies even if Noviya has been advised of the possibility of such damages.

10.3 Exceptions to Liability Cap

The liability cap in Section 10.1 does not apply to:

• Noviya's gross negligence or willful misconduct
• Noviya's breach of confidentiality obligations
• Noviya's indemnification obligations under these Terms (if any)
• Liability that cannot be limited by law

10.4 Noviya Is Not Liable For

Without limiting the above, Noviya is specifically not liable for:

1. Inaccurate business information you provide. If you give us wrong hours, prices, or policies and the Agent relays them to your customers, that is your responsibility.
2. Messages sent in auto-send mode within the approved scope. Once you opt out of message-by-message approval, individual messages sent within the Agent's approved operating scope are your responsibility.
3. Third-party outages. If Anthropic, Twilio, Google, or hosting providers experience downtime, we will respond appropriately but cannot control their availability.
4. Your failure to obtain customer consent. If you do not have proper CASL consent for outbound messaging, resulting fines and penalties are your responsibility.
5. Unauthorized modifications. If you or your team modify the Agent's configuration without going through Noviya, resulting issues are your responsibility.
6. Your failure to act on our recommendations. If we flag an issue and you do not respond or take recommended action.
7. Industry-specific regulatory violations. You are responsible for compliance with your own industry regulations (healthcare, legal, financial, etc.).
8. Force majeure events. Natural disasters, government orders, widespread internet outages, pandemic-related disruptions, or other events beyond reasonable control.

11. Indemnification

11.1 Your Indemnification of Noviya

You agree to defend, indemnify, and hold harmless Noviya, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

1. Your breach of these Terms or the Service Agreement
2. Business information you provided that was inaccurate, misleading, or unlawful
3. Your failure to obtain required customer consent for automated communications
4. Your violation of CASL, PIPEDA, BC PIPA, or any other applicable law
5. Unauthorized modifications you or your team made to the Agent
6. Your use of AI outputs in ways that violate applicable laws or professional obligations
7. Claims by your customers arising from your business practices (as opposed to Noviya's service delivery)
8. Your use of the service for purposes prohibited by the Acceptable Use Policy

11.2 Noviya's Indemnification of You

Noviya will defend, indemnify, and hold harmless the Client from claims that Noviya's service, as delivered, infringes a third party's intellectual property rights in Canada, provided that:

• You notify Noviya promptly of the claim
• You give Noviya sole control of the defense and settlement
• You provide reasonable cooperation at Noviya's expense

11.3 Indemnification Process

The indemnified party must:

1. Notify the indemnifying party within 30 days of becoming aware of a claim
2. Provide reasonable cooperation in the defense
3. Not settle or admit liability without the indemnifying party's written consent

12. Intellectual Property

12.1 Noviya's IP

Noviya retains all intellectual property rights in:

• The Agent's configuration, workflows, and operational logic
• Noviya's proprietary tools, scripts, and automation systems
• Noviya's business processes, methodologies, and know-how

12.2 Your IP

You retain all intellectual property rights in:

• Your business information, branding, and content
• Your customer data and relationships
• Any materials you provide to Noviya for Agent configuration

12.3 AI-Generated Content

AI-generated responses produced by the Agent are created using your business information and Anthropic's AI models. Noviya does not claim ownership of AI-generated content produced for your business. However, Noviya makes no representations about the intellectual property status of AI-generated content under Canadian law, which is evolving in this area.

13. Confidentiality

13.1 Confidential Information

Each party may disclose confidential information to the other during the service relationship. "Confidential Information" includes business strategies, customer lists, pricing, technical configurations, and any information marked as confidential.

13.2 Obligations

Each party agrees to:

• Use the other party's Confidential Information only for the purposes of this relationship
• Protect the other party's Confidential Information with the same care used for its own (but no less than reasonable care)
• Not disclose the other party's Confidential Information to third parties except as necessary to deliver the service (e.g., sub-processors) or as required by law

13.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed by the receiving party
• Is disclosed with the disclosing party's written consent

13.4 Duration

Confidentiality obligations survive termination of the service relationship for 3 years.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of British Columbia, Canada and the applicable federal laws of Canada. The parties submit to the exclusive jurisdiction of the courts of British Columbia.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal proceedings, both parties agree to attempt to resolve disputes informally by contacting the other party and negotiating in good faith for at least 30 days.

15.2 Mediation

If informal resolution fails, both parties agree to attempt mediation before a mutually agreed mediator in Vancouver, British Columbia, before proceeding to litigation. Mediation costs will be shared equally.

15.3 Litigation

If mediation does not resolve the dispute within 60 days, either party may commence proceedings in the courts of British Columbia.

15.4 Small Claims

Nothing in this section prevents either party from seeking relief in BC Small Claims Court for claims within its monetary jurisdiction.

16. Modifications to These Terms

16.1 Notice

Noviya may update these Terms from time to time. We will provide at least 30 days' written notice (by email) before material changes take effect.

16.2 Acceptance

Your continued use of our services after the updated Terms take effect constitutes acceptance. If you do not agree to the updated Terms, you may terminate the service agreement.

16.3 No Retroactive Changes

Changes to these Terms do not apply retroactively to events or claims that arose before the effective date of the change.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Service Agreement, Schedule A (pricing), and the Scope of Service document, constitute the entire agreement between the parties regarding the subject matter herein.

17.2 Severability

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

17.3 Waiver

Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or the right to enforce it in the future.

17.4 Assignment

Neither party may assign these Terms or the Service Agreement without the other party's written consent, except that Noviya may assign its rights and obligations in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.5 Force Majeure

Neither party is liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, government orders, widespread internet outages, pandemic-related disruptions, acts of war or terrorism, and failures of third-party services that are beyond the affected party's control. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.

17.6 Notices

All notices under these Terms may be delivered by email to the contact information provided by each party. Email notice is considered received on the business day following the day it was sent.

17.7 Independent Contractors

The relationship between Noviya and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency relationship between the parties.

17.8 No Third-Party Beneficiaries

These Terms do not create any rights for third parties. However, nothing in these Terms limits the rights of your customers under PIPEDA, BC PIPA, or other applicable privacy laws.

18. Contact Information