Terms of Service (B2B MSA)

v1.2 · Effective 22 June 2026 · Counterparty: HG-Solution Co., Limited (CR 80121024)

1. Scope

This Master Services Agreement ("MSA") governs all Clarivy services ordered through clarivy.ai, a quote, an Order Form, or a direct invoice. Fees, delivery windows, refund/rework terms, and payment method are the terms stated in the approved quote, Order Form, order record, or invoice for the selected audit scope.

2. Definitions

• "Provider" — HG-Solution Co., Limited, Hong Kong.
• "Customer" — the legal entity named on the Order Form or invoice.
• "Deliverable" — the report(s), AI-readable materials, raw-data index, raw JSON references, and support included in the selected audit scope.
• "Audit Scope" — the Enterprise Monitor, Enterprise Audit, Monthly Improvement Plan add-on, Professional, Snapshot, or custom scope stated in the approved quote, Order Form, order record, or invoice.
• "Snapshot Queries" — the 5 customer-chosen search queries specified for a Snapshot Audit, which the Snapshot Deliverable must cover when Snapshot is the selected Audit Scope.
• "Audit Log" — the order-specific raw-data index and evidence bundle, or another approved evidence store named in the quote, Order Form, order record, or invoice.
• "Repeat-Audit Memory" — a sanitized same-customer context containing prior run summaries, prior GEO scores, recurring findings, previous actions, and open loops. It excludes contact details, billing data, tax IDs, raw LLM response text, and raw JSON payloads.
• "Enterprise Monitor" — a voluntary recurring enterprise service, when ordered, that re-runs an agreed prompt set on a stated cadence and reports month-over-month changes. Enterprise Monitor creates no subscription record or recurring billing unless the Order Form or approved quote expressly confirms cadence, payment structure, and cancellation terms.

3. Order of precedence

(a) Signed Order Form / approved quote / invoice terms; (b) this MSA; (c) the Privacy Policy; (d) the Data Processing Agreement (where applicable). Public website pages describe available audit scopes but do not create a binding fixed price unless incorporated into an approved quote, Order Form, order record, or invoice.

4. Provider obligations

Provider shall (i) deliver the selected Audit Scope within the stated delivery window, (ii) cover the customer-specified queries or scoped prompt set, (iii) include a Data Provenance block in every Deliverable, (iv) provide raw JSON references through the Audit Log where included in scope, (v) provide AI/LLM-readable report materials where included in scope, and (vi) respond to support requests within 1 business day unless the approved quote or Order Form states otherwise.

For repeat customers, Provider may use Repeat-Audit Memory to compare a new Clarivy audit against earlier Clarivy runs for the same customer subject. Repeat-Audit Memory is historical context, not evidence for a current-run claim; current-run claims must still cite current structured findings and raw JSON evidence.

5. Customer obligations

Customer shall (i) provide accurate contact and billing information, (ii) not upload content that violates third-party rights or applicable law, (iii) not reverse-engineer the methodology to build a competing service, and (iv) not resell the Deliverable as a standalone product without written permission.

6. Fees & payment

Fees are as stated in the approved quote, Order Form, order record, or invoice, exclusive of any VAT/GST/sales tax unless expressly stated otherwise. Approved B2B audit scopes may be invoiced manually and paid by bank transfer to HG-Solution Co., Limited. Card payments, when available, are processed by a payment processor; Provider does not store credit card numbers.

7. Refund policy

Refund, rework, supplemental-delivery, and cancellation terms are defined in the approved quote, Order Form, order record, or invoice for the selected Audit Scope. To request a refund or rework review, email [email protected] with your order ID or invoice reference. Refunds, where approved, are processed by bank transfer unless the applicable payment method requires another route.

8. Confidentiality

Each party shall protect the other's Confidential Information with the same degree of care it uses to protect its own (no less than reasonable care), and shall not disclose to any third party except (a) employees and contractors bound by equivalent obligations, (b) as required by law, (c) with the other party's written consent. This obligation survives termination for 3 years.

9. Data protection

Where Provider processes personal data on behalf of Customer, the DPA applies and is incorporated by reference. Provider's subprocessor list is incorporated by reference; Provider commits to 30-day prior notice of any new subprocessor.

Repeat-Audit Memory and Enterprise Monitor state are handled under the Privacy Policy and DPA. Customer may request deletion or opt out of Repeat-Audit Memory at any time; Provider will delete the related memory within 30 days except records required by law.

10. IP & deliverables

Provider retains all rights in the methodology, prompt matrix, Repeat-Audit Memory structure, Enterprise Monitor workflow, and Audit Log structure. Public sample artifacts are licensed only where explicitly marked. Customer owns the specific Deliverable produced for them. Provider may reference anonymised, aggregated findings (e.g. "33% of audited brands have no schema.org markup") in marketing materials.

11. Warranties & disclaimers

Provider warrants that the Deliverable will (a) be produced with reasonable skill and care, (b) cover the customer-specified queries, and (c) be reproducible from the delivered raw JSON references where raw evidence is included in scope. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Provider does not warrant any specific business outcome (rankings, leads, sales) resulting from acting on the Deliverable. AI-search engine behaviour is by nature stochastic and may change without notice; the Deliverable is a snapshot, not a guarantee.

12. Liability cap

To the maximum extent permitted by law, each party's aggregate liability arising out of or related to this MSA shall not exceed the greater of (a) the fees paid by Customer in the 12 months preceding the claim, or (b) USD 10,000. Neither party shall be liable for indirect, consequential, or punitive damages. Nothing in this clause limits liability that cannot be excluded by law (fraud, death, personal injury, gross negligence).

13. Term & termination

This MSA applies from the moment of first order and continues until terminated. Either party may terminate for material breach not cured within 30 days of written notice. Customer may terminate for convenience with 7 days' notice; in that case fees for work already delivered are non-refundable, fees for undelivered work are fully refundable.

14. Governing law & disputes

This MSA is governed by the laws of Hong Kong SAR. Disputes shall first be addressed by good-faith negotiation; if unresolved within 30 days, disputes shall be referred to arbitration under the HKIAC Administered Arbitration Rules, seat Hong Kong, English language, one arbitrator. Nothing prevents either party from seeking interim injunctive relief in any competent court.

15. Miscellaneous

This MSA is the entire agreement between the parties on its subject matter. No amendment except in writing signed by both parties. If any provision is held unenforceable, the remainder stands. Customer may not assign without Provider's consent, except in connection with a bona fide corporate reorganisation. Provider may assign to a successor of substantially all its business. Notices are effective when sent to the email address on the Order Form.

These terms v1.2 are effective from 22 June 2026 and supersede all prior versions. v1.2 aligns fees, delivery windows, payment, and refund/rework terms with quoted audit scopes, Order Forms, order records, and invoices.