Terms of Service — 48-Hour NOI Audit

These Terms govern your engagement with NorthQuest Consulting LLC ('NorthQuest Consulting') for the 48-Hour NOI Audit service. By accessing or purchasing this service, you agree to be bound by these Terms.

Scope of Services & Guarantee

NorthQuest Consulting provides a 48-hour NOI Audit (the 'Service') — a rapid analysis identifying potential opportunities to increase Net Operating Income ('NOI') within your multifamily or commercial property portfolio. Our guarantee: if the audit does not identify at least $100,000 in potential NOI opportunity, the audit fee will be voided. The guarantee covers the identification of opportunity only, not its execution or realization.

Engagement & Client Responsibilities

Client agrees to provide complete, accurate property data, rent rolls, financial statements, and any additional materials requested within 48 hours of engagement. Client warrants that all information provided is true and accurate and grants NorthQuest Consulting authorization to use it solely for audit purposes. Failure to deliver required information within the specified timeframe voids the guarantee.

Fees & Payment Terms

Client shall pay the audit fee in full prior to commencement via approved payment methods. The fee is fully refundable only if the guarantee condition is met (failure to identify the $100,000 opportunity). Once audit work begins, all fees are non-refundable except as expressly provided in these Terms. Late or failed payments may result in suspension or termination of service.

Confidentiality & Data Protection

Both parties agree to maintain strict confidentiality of all non-public information exchanged during the engagement. NorthQuest Consulting may use anonymized and aggregated data for benchmarking or industry research without identifying the Client. Client data is handled in accordance with NorthQuest Consulting's Privacy Policy and applicable data protection laws.

Intellectual Property Rights

All methodologies, models, frameworks, and intellectual property used or developed by NorthQuest Consulting remain the sole property of NorthQuest Consulting. The Client is granted a non-exclusive, non-transferable license to use the final audit report and recommendations internally for business purposes. No transfer of ownership or rights to NorthQuest Consulting's intellectual property occurs under this engagement.

Limitation of Liability

NorthQuest Consulting's total aggregate liability for any claim arising under these Terms shall not exceed the audit fee paid by the Client. NorthQuest Consulting shall not be liable for indirect, incidental, consequential, punitive, or exemplary damages, or for outcomes resulting from the Client's implementation or non-implementation of recommendations.

Disclaimer of Warranties

The Service is provided 'as is' and without any warranties except as expressly stated in the guarantee above. NorthQuest Consulting disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. Past performance does not guarantee future results.

Termination

Either party may terminate the engagement upon written notice if the other materially breaches these Terms. Upon termination, the Client remains responsible for payment of all fees for work performed prior to termination. Sections concerning confidentiality, IP, and limitation of liability shall survive termination.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively through binding arbitration in Sheridan County, Wyoming, under the rules of the American Arbitration Association. Each party shall bear its own legal costs. Client waives the right to participate in any class or collective action.

Force Majeure

Neither party shall be held liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, pandemics, or government actions. The affected party shall promptly notify the other and make reasonable efforts to resume performance.

Entire Agreement & Modifications

These Terms constitute the entire agreement between NorthQuest Consulting and the Client regarding the 48-Hour NOI Audit and supersede all prior understandings. No modification is valid unless made in writing and accepted by both parties. NorthQuest Consulting may update these Terms with 30 days' notice, and continued engagement constitutes acceptance of the updated version.

Last updated: December 2024