CLIENT SERVICES AGREEMENT

Effective Date: 30 September 2026

This Client Services Agreement ("Agreement") is entered into between:

STS 2026 Limited (Company Number 9415266), trading as RISSE® ("RISSE", "we", "our" or "us")

and

The Client identified in the applicable Proposal or Engagement Letter ("Client", "you" or "your").

1. PURPOSE

RISSE® provides strategic advisory, business diagnostics and organisational transformation services designed to identify, understand and address Hidden Friction™ affecting business performance, growth and organisational effectiveness.

This Agreement sets out the general terms under which RISSE® provides its services. The specific scope, deliverables, fees and engagement terms will be set out in the applicable Proposal or Engagement Letter.

2. SERVICES

RISSE® may provide one or more of the following services:

Hidden Friction™ Assessment & Audit

A diagnostic engagement designed to identify potential areas of strategic, leadership, client, operational, structural, capability, knowledge, technology, performance and transformation friction within the Client's business.

Deliverables may include interviews, assessments, workshops, observations, analysis, findings, recommendations and prioritised action plans.

RISSE® Transformation

A structured transformation engagement focused on addressing Hidden Friction™, improving organisational alignment, strengthening how the business operates and building the foundations for sustainable growth.

Strategic Advisory

An ongoing strategic advisory engagement designed to support leadership decision-making, sustain momentum, strengthen accountability, evolve systems and ways of working, identify emerging friction and support continuous business improvement.

Depending on the engagement, services may include strategic advisory, facilitation, leadership guidance, workshops, implementation support, accountability structures, operational guidance and related professional services.

Specific services, deliverables, scope, timing and engagement terms will be outlined in the applicable Proposal or Engagement Letter.

3. FEES & PAYMENT

Hidden Friction™ Assessment & Audit

Fees are payable in full prior to commencement, unless otherwise specified in the applicable Proposal or otherwise agreed in writing.

RISSE® Transformation

Fees are payable monthly in advance in accordance with the agreed payment schedule.

Strategic Advisory

Fees are payable monthly in advance in accordance with the agreed payment schedule.

Payment Terms

Invoices are payable in accordance with the payment terms set out in the applicable Proposal, Engagement Letter or invoice.

RISSE® may suspend services where an invoice remains overdue, following reasonable notice to the Client.

4. CLIENT RESPONSIBILITIES

The Client agrees to:

  • provide accurate and complete information relevant to the engagement, to the best of its knowledge

  • provide reasonable access to relevant personnel, systems, information and documentation

  • participate in workshops, meetings and discussions reasonably required as part of the engagement

  • make decisions and provide approvals within reasonable timeframes

  • provide requested information and documentation in a timely manner

  • support agreed implementation activities where applicable

  • promptly communicate any material changes that may affect the engagement.

The Client acknowledges that the quality and timing of outcomes may depend on its participation and cooperation.

RISSE® will not be responsible for delays, additional work or additional costs arising directly from the Client's failure to meet these responsibilities.

5. OUTCOMES & RESPONSIBILITY

RISSE® provides the expertise, frameworks and implementation support to identify and address Hidden Friction™ and strengthen how a business operates.

Business outcomes are influenced by many factors, including leadership decisions, implementation, organisational capability, market conditions and the actions of the Client and its people.

RISSE® is responsible for the quality of its advice and work. The Client remains responsible for its business decisions, implementation and ongoing application of advice, recommendations, frameworks and deliverables provided by RISSE®.

RISSE® does not guarantee any particular business, financial, commercial or organisational outcome.

6. CONFIDENTIALITY

Both parties acknowledge that, during the engagement, they may receive confidential or commercially sensitive information from the other party.

Confidential Information includes information relating to the other party's business, whether provided verbally, in writing, electronically or in any other form, including:

  • business strategies and commercial plans

  • financial and operational information

  • client, customer and employee information

  • intellectual property and proprietary methodologies

  • operational processes and systems

  • software configurations and technology

  • AI initiatives and related information

  • reports, recommendations and other engagement materials.

Each party agrees to:

  • keep Confidential Information confidential

  • use Confidential Information only for the purposes of the engagement

  • take reasonable steps to protect it from unauthorised access, use or disclosure

  • only disclose it to employees, contractors, professional advisers or other third parties who need the information to perform their role and who are subject to appropriate confidentiality obligations

  • not disclose Confidential Information to any other party without the prior written consent of the party that provided it, unless disclosure is required by law.

These obligations do not apply to information that:

  • is or becomes publicly available other than through a breach of this Agreement

  • was already lawfully known to the receiving party

  • is independently developed without use of the Confidential Information

  • is lawfully received from another source without a confidentiality obligation

  • is required to be disclosed by law or a lawful authority.

Where reasonably practicable, a party required to disclose Confidential Information by law will notify the other party before disclosure.

The confidentiality obligations survive termination of this Agreement and continue for so long as the information remains confidential, subject to any period or limitations required by applicable law.

7. INTELLECTUAL PROPERTY

Client Ownership

The Client retains ownership of all information, data, documents, systems and intellectual property that it provides to RISSE® or that existed within the Client's business before the engagement, including:

  • business and financial information

  • client and customer information

  • internal documents and records

  • operational information and systems

  • pre-existing intellectual property.

RISSE® Ownership

RISSE® retains ownership of its pre-existing and proprietary intellectual property, including:

  • the RISSE® operating system

  • Hidden Friction™ methodology

  • RISSE® book

  • diagnostic and assessment methodologies

  • frameworks, models and tools

  • templates and reporting structures

  • workshop and training materials

  • operating methodologies

  • know-how, processes and approaches developed or used by RISSE® in delivering its services.

Nothing in this Agreement transfers ownership of RISSE® intellectual property to the Client unless expressly agreed in writing.

Client Use of Deliverables

The Client may use materials and deliverables created specifically for the Client as part of the engagement for its own internal business purposes.

This does not transfer ownership of RISSE® underlying intellectual property.

The Client must not reproduce, commercialise, license, distribute or use RISSE® proprietary methodologies, frameworks, tools or materials to provide services to third parties without RISSE® prior written consent.

8. AI, AUTOMATION AND TECHNOLOGY

RISSE® may use artificial intelligence, automation and analytical technologies as tools to support research, analysis, workflow assessment, reporting and other aspects of service delivery.

AI and automated tools are used to enhance the RISSE® methodology, not to replace professional judgement. RISSE® reviews and interprets relevant outputs before incorporating them into recommendations or deliverables.

AI-assisted outputs may contain errors, omissions or limitations. Where appropriate, RISSE® will identify material limitations and apply reasonable professional judgement in reviewing outputs.

The Client remains responsible for its own decisions, implementation and business actions, including decisions made following recommendations or insights provided through the engagement.

RISSE® does not warrant that AI-assisted outputs will be complete or error-free. The limitations of liability set out in this Agreement apply equally to AI-assisted work, to the extent permitted by law.

9. CASE STUDIES, USE CASES AND MARKETING

RISSE® may use learnings, observations, outcomes and insights arising from an engagement for the purposes of developing its methodology, education, thought leadership, marketing and case studies.

RISSE® may also identify the Client as a client or use the engagement as a case study or use case, including describing the nature of the work undertaken and the outcomes achieved, unless the Client expressly advises RISSE® in writing that it does not wish to be identified or featured.

RISSE® will not disclose confidential information or commercially sensitive information about the Client without the Client's consent.

Where the Client has expressly advised RISSE® that it does not wish to be identified or featured, RISSE® will not use the Client's:

  • name

  • logo

  • testimonial

  • identifiable business information

  • identifiable performance metrics

in case studies, use cases or promotional material.

The Client may subsequently provide written consent for RISSE® to use specific information, testimonials, logos or performance metrics for these purposes.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law, RISSE® will not be liable for any indirect, consequential or special loss, or for loss of:

  • profit

  • revenue

  • goodwill

  • opportunity

  • business interruption

  • data.

RISSE®'s total aggregate liability arising out of or in connection with an engagement will not exceed the fees paid by the Client to RISSE® for the relevant engagement.

Nothing in this Agreement excludes or limits liability to the extent that such exclusion or limitation is not permitted by law.

11. TERMINATION

Before Commencement

The Client may cancel prior to commencement.

RISSE® may retain fees reflecting preparation, planning, assessment and administrative costs already incurred.

Any remaining balance shall be refunded.

After Commencement

Where an engagement is terminated after commencement, fees for services performed, work completed and deliverables provided remain payable.

Any fees already paid to RISSE® are non-refundable and will not be refunded following termination.

The Client will not be required to make any further payments for services that have not yet been provided following the effective date of termination, subject to any applicable notice period or other termination terms agreed for the engagement.

Termination therefore ends the Client's obligation to pay for future services from the effective date of termination, but does not create any right to a refund of fees already paid.

12. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform its obligations where the delay or failure results from circumstances beyond its reasonable control, including:

  • natural disasters

  • acts of government

  • cyber incidents

  • infrastructure or telecommunications outages

  • pandemics or public health emergencies

  • industrial disputes

  • other events beyond the reasonable control of the affected party.

The affected party will take reasonable steps to minimise the impact of the event and resume performance as soon as reasonably practicable.

13. GOVERNING LAW

This Agreement is governed by the laws of New Zealand.

The parties submit to the exclusive jurisdiction of the courts of New Zealand.

14. ENTIRE AGREEMENT

This Agreement, together with the applicable Proposal or Engagement Letter, constitutes the entire agreement between the parties in relation to the services covered by the engagement.

If there is any inconsistency between this Agreement and the applicable Proposal or Engagement Letter, the applicable Proposal or Engagement Letter will prevail to the extent of that inconsistency.

Any amendment to this Agreement must be made in writing and agreed by both parties.

15. CONTACT

STS 2026 Limited trading as RISSE®

Website: www.risse.ai