Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") govern your access to and use of the website at noviya.io (the "Site") and your interactions with Noviya Consulting Corporation ("Noviya", "we", "us", "our"), a corporation incorporated under the laws of British Columbia, Canada, with its place of business in Vancouver, British Columbia.

By accessing or using the Site, submitting information through it, booking a call, or otherwise engaging with Noviya, you ("you", "your", or "User") agree to be bound by these Terms. If you do not agree, do not use the Site.

The Site and Noviya's services are intended for business and commercial use by persons who are at least the age of majority in British Columbia (19 years). By using the Site, you represent that you meet these requirements and that you are acting on behalf of a business or in a commercial capacity.

2. The Services

The Site is an informational website that describes Noviya and its services, including Workflow Discovery — the AI operational workflow audit: a fixed-fee diagnostic engagement that reviews a business's operations and identifies opportunities to recover time, money, and capacity.

The Site itself does not deliver the audit. If you decide to engage Noviya for the audit or any other paid work, that engagement will be governed by a separate written engagement letter or service agreement (Noviya's is titled the "Client Service Agreement," referred to in these Terms as the "engagement letter") between you and Noviya, which sets out the scope, fees, deliverables, timelines, and any guarantees. These Terms govern your use of the Site only; they do not govern any paid engagement. For any matter within a signed engagement letter — and in the event of any conflict, inconsistency, or ambiguity between these Terms and that engagement letter — the engagement letter controls for that engagement.

Nothing on the Site — including any description, price, figure, or call to action — is an offer capable of acceptance or a binding commitment by Noviya. No contract for services is formed, and no obligation to provide services arises, until a written engagement letter is signed by both parties or Noviya otherwise confirms the engagement in writing.

3. "As Is" — No Warranties

The Site and all content, materials, and information on it are provided "as is" and "as available," without warranties or representations of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by applicable law, Noviya disclaims all warranties, including but not limited to implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, and non-infringement, and any warranties regarding:

• The accuracy, completeness, reliability, or currency of any content on the Site;
• That the Site will be available, uninterrupted, timely, secure, or error-free;
• That defects will be corrected or that the Site is free of viruses or other harmful components.

You use the Site and rely on its content at your own risk.

4. No Professional Advice

The content on the Site is provided for general informational purposes only. It is not legal, financial, tax, accounting, operational, or other professional advice, and it should not be relied upon as a substitute for advice from a qualified professional who is familiar with your specific circumstances.

Using the Site, contacting us, or receiving general information from us does not create any consultant–client, advisory, fiduciary, or other professional relationship. Such a relationship is formed only through a signed engagement letter for a specific engagement.

5. No Guarantee of Results

Any outcomes, savings, returns, time or revenue figures, benchmarks, percentages, statistics, case studies, and examples shown on the Site are provided for illustration only. They reflect particular situations and are not promises, projections, or guarantees of the results you will achieve. Your results depend on many factors specific to your business that are outside Noviya's control.

6. Limitation of Liability

6.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, Noviya and its directors, officers, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, arising out of or relating to the Site, its content, or these Terms — whether based in contract, tort (including negligence), strict liability, or any other legal theory, and even if Noviya has been advised of the possibility of such damages.

6.2 Liability Cap

To the maximum extent permitted by applicable law, Noviya's total aggregate liability arising out of or relating to the Site, its content, or these Terms will not exceed the greater of:

• (a) the total fees actually paid by you to Noviya for the specific service giving rise to the claim, or
• (b) one hundred Canadian dollars (CAD $100).

This cap applies to claims arising out of your use of the Site and these Terms. Liability for a paid engagement (such as the audit) is governed by the limitation of liability in the applicable engagement letter, not by this Section; where a claim is covered by an engagement letter, that letter's cap controls and this Section does not add to it.

6.3 Savings Clause

Some jurisdictions do not allow the exclusion or limitation of certain warranties or of certain damages. In those jurisdictions, the exclusions and limitations in this Section apply only to the extent permitted by law, and some of them may not apply to you. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law — including, where applicable, liability for fraud, fraudulent misrepresentation, or for non-waivable statutory or consumer-protection rights.

7. Assumption of Risk & Release

You acknowledge that you access and use the Site, and rely on any content or information it contains, at your own risk and on your own judgment. To the maximum extent permitted by applicable law, you release and discharge Noviya from any and all claims, demands, and damages arising out of or related to your use of the Site or your reliance on its content. This release is limited to the Site and its content; it does not release any obligation Noviya owes under a signed engagement letter, and it does not apply to any liability that cannot be released under applicable law.

8. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Noviya and its directors, officers, employees, contractors, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use or misuse of the Site;
• Your breach of these Terms;
• Your violation of any applicable law or the rights of any third party; or
• Any information or content you submit through the Site or otherwise provide to Noviya.

9. Communications Consent

By contacting Noviya, submitting information through the Site, or booking a call, you consent to Noviya contacting you by phone, email, and/or text message in connection with your inquiry and Noviya's services, including follow-up and marketing communications. You may withdraw this consent or unsubscribe at any time — for example, by replying STOP to a text message, using the unsubscribe link in any email, or emailing [email protected] — and we will honour your request promptly. This consent, and how we handle your personal information, are described in our Privacy Policy, which is incorporated into these Terms by reference. Our commercial electronic messages are sent in accordance with Canada's Anti-Spam Legislation (CASL).

10. Intellectual Property

The Site and all of its content — including text, graphics, logos, the "Noviya" name and marks, layouts, designs, code, and other materials — are owned by or licensed to Noviya and are protected by intellectual property and other laws. All rights not expressly granted are reserved.

Noviya grants you a limited, personal, non-exclusive, non-transferable, revocable licence to access and view the Site for your own internal business evaluation purposes. You may not copy, reproduce, modify, distribute, republish, sell, or create derivative works from the Site or its content without Noviya's prior written consent, except as permitted by applicable law.

Ownership of any audit report or other work product delivered through a paid engagement is governed by the applicable engagement letter. Subject to that letter, the client owns the final audit report prepared for its business, while Noviya retains ownership of its underlying methodologies, frameworks, templates, tools, and know-how.

11. Acceptable Use

You agree not to use the Site to, and not to permit or assist anyone else to:

• Violate any applicable law, regulation, or third-party right;
• Submit false, misleading, or fraudulent information, or impersonate any person or entity;
• Transmit spam, malware, viruses, or other harmful or disruptive code;
• Attempt to gain unauthorized access to, interfere with, or disrupt the Site, its servers, or any connected systems or networks;
• Scrape, harvest, or collect information from the Site by automated means without Noviya's consent;
• Use the Site in any manner that could damage, disable, overburden, or impair it, or interfere with any other party's use of it.

We may suspend or terminate your access to the Site at any time, without notice, for conduct that we reasonably believe violates these Terms or is otherwise harmful.

12. Third-Party Services & Links

The Site uses and may link to third-party services, tools, and websites — including our booking/scheduling widget and other providers — that Noviya does not own or control. We provide these for convenience and do not endorse and are not responsible for the content, products, services, or privacy and security practices of any third party. Your use of any third-party service is subject to that third party's own terms and policies, and is at your own risk.

13. Governing Law & Dispute Resolution

13.1 Governing Law

These Terms and any dispute arising out of or relating to them or to the Site are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-laws rules.

13.2 Jurisdiction

Subject to Section 13.3, you agree that the courts of British Columbia have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Site, and you irrevocably submit to the jurisdiction of those courts. Nothing in this Section limits any right you may have to bring an eligible claim before the British Columbia Civil Resolution Tribunal, or to use the Small Claims process of the Provincial Court of British Columbia, where that tribunal or process has jurisdiction.

13.3 Good-Faith Resolution

Before commencing a court proceeding, the parties agree to first attempt to resolve any dispute informally and in good faith, by written notice to the other party, for a period of at least 30 days. This 30-day step does not apply to, and does not delay, a claim brought before the British Columbia Civil Resolution Tribunal or through the Small Claims process, and does not prevent either party from seeking urgent injunctive or equitable relief. Nothing in this Section requires you to give up any non-waivable right to a statutory dispute-resolution process available to you under British Columbia law.

14. General Provisions

14.1 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be, severed; the remaining provisions will continue in full force and effect.

14.2 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Noviya regarding your use of the Site, and supersede any prior understandings on that subject. They do not govern any paid engagement; the terms of any paid engagement (including the audit) are set out solely in the applicable signed engagement letter, which is the entire agreement for that engagement.

14.3 Waiver

Our failure to enforce any provision of these Terms is not a waiver of that provision or of our right to enforce it later.

14.4 Assignment

You may not assign or transfer these Terms without our prior written consent. Noviya may assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets.

14.5 Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date below and post the updated Terms on the Site. Your continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

Last updated: June 25, 2026.

15. Contact

Questions about these Terms can be directed to: