CLIENT SERVICES AGREEMENT

Effective Date: 30 June 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, Statement of Work, Engagement Letter or Programme Registration ("Client", "you" or "your").

1. PURPOSE

RISSE™ provides strategic advisory, business diagnostics, organisational transformation, leadership development, assessments, workshops, training, AI and automation advisory, and related professional services designed to identify, reduce and remove Hidden Friction™ affecting business performance, growth and organisational effectiveness.

This Agreement governs all services provided by RISSE™ unless otherwise agreed in writing.

2. SERVICES

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

Hidden Friction™ Assessment

The Hidden Friction™ Assessment is a preliminary diagnostic designed to identify potential areas of strategic, leadership, operational, structural, technology and execution friction within your business.

The Hidden Friction™ Assessment is provided for evaluation purposes only. All assessment content, methodology, scoring, results and recommendations remain the intellectual property of RISSE™.

Hidden Friction™ Audit

A diagnostic and advisory engagement designed to identify the root causes of Hidden Friction™ across leadership, operations, systems, workflows, technology and execution.

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

RISSE™ Transformation

A structured transformation engagement focused on removing Hidden Friction™ and improving organisational alignment, operational performance and long-term business effectiveness..

Strategic Advisory

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

Deliverables may include strategic advisory, leadership development, facilitation, coaching, workshops, implementation support, accountability structures, operational guidance and related services.

Specific deliverables, scope and engagement terms will be outlined in the applicable Proposal, Statement of Work, Programme Description or Engagement Letter.

3. FEES AND PAYMENT

Hidden Friction™ Audit

Payment is due in full prior to commencement unless otherwise agreed in writing.

RISSE™ Transformation

Fees may be paid by agreed monthly instalments as specified within the applicable Statement of Work.

Strategic Advisory

Fees may be invoiced monthly, quarterly or as otherwise agreed.

Payment Terms

Invoices are due upon receipt.

RISSE™ reserves the right to suspend services where payment remains outstanding.

Interest may be charged on overdue amounts at a rate of 2% per month calculated daily until payment is received in full.

The Client shall be responsible for all reasonable costs incurred in recovering overdue amounts.

4. CLIENT RESPONSIBILITIES

The Client agrees to:

  • provide accurate information

  • provide reasonable access to personnel and systems

  • participate in workshops and meetings as required

  • make timely decisions

  • provide requested documentation

  • support implementation activities where applicable

RISSE™ shall not be responsible for delays caused by the Client's failure to meet these obligations.

5. NO GUARANTEE OF RESULTS

RISSE™ provides expertise, facilitation, advisory services, implementation support and frameworks.

RISSE™ does not guarantee:

  • revenue growth

  • profit increases

  • cost savings

  • productivity improvements

  • market share gains

  • business outcomes

Business outcomes depend on factors outside RISSE™'s control, including leadership decisions, organisational capability, market conditions and implementation quality.

6. CONFIDENTIALITY

Both parties acknowledge they may receive confidential information from the other party.

Confidential Information includes but is not limited to:

  • business strategies

  • financial information

  • customer information

  • employee information

  • operational processes

  • intellectual property

  • commercial plans

  • software configurations

  • AI initiatives

  • workshop discussions

  • reports and recommendations

Each party agrees to:

  • keep confidential information confidential

  • use confidential information solely for purposes of the engagement

  • protect confidential information with reasonable care

  • not disclose confidential information without written consent

These obligations survive termination of this Agreement.

7. INTELLECTUAL PROPERTY

Client Ownership

The Client retains ownership of:

  • business data

  • financial information

  • customer information

  • internal documents

  • operational records

  • business systems

  • pre-existing intellectual property

RISSE™ Ownership

RISSE™ retains ownership of all intellectual property relating to:

  • RISSE™ Framework

  • Remove Hidden Friction™ methodology

  • assessments

  • templates

  • scorecards

  • playbooks

  • workshop materials

  • training resources

  • AI workflows

  • reports frameworks

  • transformation models

  • certification content

  • software concepts

  • future digital products

  • practitioner programmes

  • licensing systems

  • operating methodologies

No transfer of ownership occurs unless expressly agreed in writing.

The Client receives a non-exclusive licence to use materials provided solely for internal business purposes.

8. AI, AUTOMATION AND TECHNOLOGY

RISSE™ may utilise AI tools, automation platforms and analytical technologies to assist in generating:

  • insights

  • reports

  • recommendations

  • workflow assessments

  • operational analysis

  • diagnostic outputs

While RISSE™ exercises reasonable care in reviewing outputs, AI-generated content may contain inaccuracies or omissions.

Clients remain responsible for all decisions made based on recommendations provided.

RISSE™ shall not be liable for business decisions made by the Client based upon recommendations, reports or AI-assisted outputs.

9. LEADERSHIP ACCELERATOR PARTICIPATION

Participation in any RISSE™ programme does not create employment, agency, partnership or accreditation rights.

Participants do not become:

  • certified consultants

  • certified practitioners

  • RISSE™ representatives

unless separately authorised by RISSE™ in writing.

RISSE™ reserves the right to remove any participant who:

  • disrupts the programme

  • breaches confidentiality

  • misuses programme materials

  • behaves in a manner that negatively impacts other participants

No refunds shall be payable where removal results from participant misconduct.

10. FUTURE CERTIFICATION, LICENSING AND PLATFORM RIGHTS

RISSE™ may develop future:

  • certification programmes

  • practitioner networks

  • licensing models

  • digital products

  • software platforms

  • assessments

  • AI-enabled tools

  • subscription services

  • communities

  • training systems

Participation in current services does not grant any rights to future programmes.

Future programmes may be governed by separate terms and conditions.

11. TESTIMONIALS, CASE STUDIES AND MARKETING

RISSE™ may use anonymised learnings, observations and aggregated insights derived from engagements.

RISSE™ will not use:

  • client names

  • logos

  • testimonials

  • identifiable business information

  • performance metrics

without prior written consent.

Where consent is provided, the Client grants RISSE™ permission to use approved material for marketing, educational and promotional purposes.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

RISSE™ shall not be liable for:

  • indirect loss

  • consequential loss

  • loss of profit

  • loss of revenue

  • loss of goodwill

  • loss of opportunity

  • business interruption

  • loss of data

RISSE™'s total liability shall not exceed the fees paid by the Client for the relevant engagement.

13. 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

Fees already incurred remain payable.

No refunds are available for completed services, delivered work or completed programme stages.

Strategic Advisory

Either party may terminate ongoing advisory engagements by providing thirty (30) days written notice.

14. FORCE MAJEURE

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including:

  • natural disasters

  • acts of government

  • cyber incidents

  • infrastructure outages

  • pandemics

  • industrial disputes

15. 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.

16. ENTIRE AGREEMENT

This Agreement, together with any Statement of Work, Proposal, Programme Description or Engagement Letter, constitutes the entire agreement between the parties.

Any amendments must be made in writing and agreed by both parties.

17. CONTACT

STS 2026 Limited trading as RISSE™

Email: hello@risse.ai
Website: www.risse.ai