Client Service Agreement

This Client Service Agreement ("Agreement") is entered into as of the Effective Date by and between Qiyadon ("Service Provider") and the Client as named below.

1. Scope of Services

Qiyadon agrees to provide AI-assisted market intelligence, lead generation and outreach, and data analysis and strategy consulting services as defined in Schedule A (Statement of Work), attached hereto and incorporated by reference.

Services not expressly listed in Schedule A are excluded unless otherwise agreed in writing by both Parties.

2. Client Responsibilities

• Provide Qiyadon with timely, accurate, and complete information necessary to perform the Services
• Secure all required consents, licenses, and permissions needed for Qiyadon to contact or process data on the Client's behalf
• Respond to requests for information within 5 business days unless otherwise agreed
• Designate a single point of contact for all Service-related communications

3. Deliverables

Specific deliverables, formats, and acceptance criteria are set forth in Schedule A. Client shall have 5 business days from delivery to review and provide written acceptance or rejection. If no objection is received, the deliverable is deemed accepted.

Qiyadon uses AI-assisted tools in execution. All final outputs are reviewed by qualified personnel before delivery. The Client acknowledges this approach.

4. Payment Terms

Fees and payment schedules are set forth in Schedule A. Late payments incur a late fee of 1.5% per month on the outstanding balance. Qiyadon reserves the right to suspend Services if payment is 30 days overdue upon 5 business days' written notice.

5. Confidentiality

All non-public information disclosed by either Party is treated as Confidential Information and held in strict confidence, not disclosed to third parties, and used solely for the purposes of this Agreement. Obligations survive termination for 3 years.

6. Data Protection

All personal data processed by Qiyadon under this Agreement shall be stored and processed within the European Union (EU) only. Data shall not be transferred outside the EU without prior written Client consent.

7. Intellectual Property

Each Party retains rights in its pre-existing intellectual property. Deliverables created specifically for the Client ("Work Product") are owned by the Client upon full payment, subject to Qiyadon's retained rights in its pre-existing IP and AI tools.

8. Liability and Indemnification

Limitation: Neither Party shall be liable for indirect, incidental, special, consequential, or punitive damages. Total cumulative liability shall not exceed fees paid by Client in the 6 months preceding the claim.

Qiyadon's indemnification is limited to direct negligence only.

9. Warranties

Qiyadon warrants best-efforts performance in accordance with Schedule A. Qiyadon does not guarantee specific outcomes. The Client's sole remedy for service level failures is the remediation process described in the applicable SLA schedule. No SLA credits are provided to Clients.

10. Termination

Either Party may terminate for convenience on 30 days' written notice (retainer) or 60 days' written notice (project), subject to payment for work completed. Either Party may terminate immediately for material breach not cured within 15 days of written notice.

11. Governing Law and Dispute Resolution

Governed by the laws of the State of Delaware, USA. Disputes shall be attempted in good faith through negotiation within 30 days.

12. General Provisions

This Agreement constitutes the entire agreement and supersedes all prior agreements. No amendment is effective unless in writing and signed by both Parties. This Agreement may be executed in counterparts.

13. Electronic Execution

This Agreement may be executed electronically via click-through signature and shall constitute a valid and binding signature under the ESIGN Act (15 U.S.C. § 7001), the Uniform Electronic Transactions Act (UETA), and Delaware law. By checking the agreement box below and submitting this form, each party confirms intent to be bound by the terms of this Agreement. Electronic signatures created through this method shall have the same legal force and effect as handwritten signatures under applicable law.