Client Service Agreement

The specific deliverables, timelines, and acceptance criteria for each engagement are defined in a written project brief signed by both parties prior to commencement of work. The project brief is incorporated by reference and forms part of this Agreement.

Any work not explicitly described in the signed project brief is out of scope. Client-requested additions or changes require a written change order, agreed and signed by both parties, before implementation. Roshtay will provide a written cost and timeline estimate before proceeding with any out-of-scope work.

50% of the total project fee is due upon execution of this Agreement and is non-refundable. The remaining 50% is due upon delivery of final deliverables, prior to final handover of source code, credentials, and documentation.

Invoices are payable within 14 calendar days of issuance. Overdue amounts bear interest at 1.5% per month (18% per annum) from the due date. Roshtay reserves the right to withhold delivery of final materials until outstanding balances are settled. For managed retainers, monthly fees are billed in advance and are non-refundable.

Roshtay makes no guarantee of revenue, efficiency gains, time savings, or any specific business outcome. All systems are designed to improve workflows — results depend on client implementation, data quality, team adoption, and business context.

Systems are provided as-is. Clients are solely responsible for validating all outputs before use in business decisions. Roshtay shall not be liable for any decisions, actions, or outcomes resulting from use of delivered systems.

Client agrees to: (a) provide accurate, complete, and timely information, data, and access required for project execution; (b) designate a primary point of contact with authority to provide approvals; (c) review and provide feedback on deliverables within agreed timelines; (d) verify all outputs before use in production or business decisions; and (e) ensure all data provided complies with applicable privacy laws and that client has the right to share it with Roshtay.

Delays caused by client's failure to fulfill these responsibilities may extend timelines and may constitute a material change to the project scope.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROSHTAY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC PROJECT; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000).

IN NO EVENT SHALL ROSHTAY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT ROSHTAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AI systems may produce inaccurate or unpredictable outputs. Roshtay shall not be liable for damages arising from AI-generated outputs or automated processes.

Client agrees to indemnify, defend, and hold harmless Roshtay and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from: (a) client's use of delivered systems in a manner inconsistent with this Agreement or applicable law; (b) inaccurate or incomplete data provided by client; (c) client's failure to verify outputs before business use; (d) client's violation of any applicable law or regulation; or (e) any third-party claims arising from client's use of delivered systems.

Upon receipt of final payment, Roshtay assigns to client all rights, title, and interest in the custom deliverables specifically produced for this engagement, including all source code and documentation. Client owns the code outright.

Roshtay retains all rights to its own proprietary frameworks, methodologies, and pre-existing intellectual property. Clients receive a perpetual, irrevocable, royalty-free license to use any reusable components incorporated into their deliverables. Client is solely responsible for all data handled by delivered systems and must ensure compliance with applicable privacy legislation.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within 14 calendar days of written notice. Either party may terminate a managed retainer with 30 days' written notice.

Upon termination, client shall pay for all work completed to the date of termination. The 50% deposit is non-refundable under any circumstances. Roshtay will deliver all completed work product to client upon settlement of outstanding fees. No refunds are issued for completed work or active retainer periods.

Any dispute arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration conducted in British Columbia, Canada, in accordance with the Arbitration Act of British Columbia. No class actions or jury trials are permitted. Each party bears its own legal fees unless otherwise determined by the arbitrator.

Nothing in this section prevents Roshtay from seeking injunctive relief in court to protect intellectual property or confidential information.

This Agreement, together with the signed project brief, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements, including any information on Roshtay's website, demos, or marketing materials. No terms or conditions on any client purchase order or other document shall be incorporated unless expressly agreed in writing.

Client confirms that they: (a) have read and understood this Agreement in full; (b) understand the risks associated with AI automation systems; (c) have had the opportunity to seek independent legal advice; (d) have not relied on any representations not expressly set out herein; and (e) accept that services are intended for business use only and results will vary by implementation.