MIQ Statement of Work

SPECIMEN. This is the current form of the MIQ Statement of Work. Each engagement executes its own completed SOW; this page is reference only and is not accepted through the online setup flow.

Schedule A to Master Services Agreement

No statement in this SOW represents outside legal, tax, accounting, insurance, lender, regulator, or professional approval.

This Statement of Work ("SOW") is entered into by Mechanus IQ Ltd. ("MIQ" or "Provider") and the client named above ("Client"). It is governed by the Master Services Agreement between the parties (the "MSA"), the Data Processing Agreement attached to or incorporated into the MSA (the "DPA"), and the Source Access Request Agreement for approved-export and source-authorization mechanics. Capitalized terms not defined in this SOW have the meanings given in the MSA or DPA.

1. Agreement Stack And Precedence

1.1 SOW purpose. This SOW states the scoped rooftops, selected services, data inputs, Authorized Recipients, deliverables, timelines, acceptance criteria, fees, selected schedules, and exclusions for the engagement.

1.2 Precedence. The DPA controls privacy, security, retention, subprocessors, model inference, cross-border transfer, Client Data, aggregate use, controlled learning, data-subject requests, audit, return, export, and offboarding unless a later signed instrument expressly amends the DPA and is at least as protective. This SOW controls service scope, commercial terms, deliverables, timelines, acceptance criteria, and selected schedules. The MSA controls all remaining terms.

1.3 No implied schedule, capability, or economics. A schedule, addendum, module, model-inference right, aggregate-intelligence right, controlled-learning right, SOP gate, or Separate Fixed-Scope Service is active only if this SOW or another applicable signed instrument expressly activates it. An evidence rail also requires MIQ to record verified production availability for the selected rail in the delivery environment; contractual selection alone does not make a rail live or available. No recovery, outcome, evidence, or reporting artifact creates a payment obligation.

1.4 Required paid-start package; no standalone use. This SOW is not a standalone contract. No paid Services, and no Client Data provisioning for this paid engagement, may begin until the parties execute all four required instruments: the Master Services Agreement, Data Processing Agreement, this Statement of Work, and the Source Access Request Agreement.

1.5 Mutual NDA is optional pre-MSA coverage only. The Mutual NDA is optional pre-MSA confidentiality coverage for a deliberate pre-MSA discussion only. It does not authorize paid services, data provisioning, data processing, source access, or any service scope and is not part of the required paid-start package.

2. Client, Rooftop, And Authority Scope

The Client representative must have sufficient operational authority to approve data exports, coordinate dealership staff, receive deliverables, approve Change Orders, respond to evidence-review requests, and escalate disputes.

Only the rooftops and entities expressly listed in this SOW are in scope. The contracted monthly retainer is the sum of the applicable per-rooftop formula quotes recorded in Section 8, less the applicable group discount. Identified savings is ROI evidence only and never the price basis. Client may contract for one rooftop only; in that case the Services, analytics, benchmarks, and deliverables are limited to that rooftop.

3. Selected Services

The Services are contracted as one full-suite operating system. Select each service area that will receive delivery emphasis in this SOW; a selection does not create a separately sold pillar product or imply that unselected cross-service controls are unavailable where needed for the scoped work.

Monitoring, governance, dashboards, alerts, evidence records, SOP gates, and recurring reporting are the cross-service operating layer. They are not a standalone customer-facing service area unless this SOW expressly defines a separate scoped module.

4. Selected Modules And Schedules

If no model-inference option is selected above, Option A applies: no model-assisted inference over Client Data.

5. Data Inputs And Transfer Conditions

5.1 Four-instrument data gate. Client Data for this paid engagement must be supplied under the executed Master Services Agreement, Data Processing Agreement, this Statement of Work, and Source Access Request Agreement. MIQ will not receive, accept into storage, normalize, analyze, or otherwise process that Client Data until all four instruments are executed. The Source Access Request Agreement controls each approved source, export, transfer manifest, stripping confirmation, and transfer channel.

5.2 Two-layer PII protection. Before transfer, Client must use a dealer-side stripping tool or workflow to remove customer Personal Information. Excluded data includes customer names, addresses, emails, telephone numbers, Social Insurance Numbers, driver's licence numbers, other government-issued identification numbers, customer financial account numbers, customer credit bureau information, payment-card data, full VINs, raw partial VINs in v1, credentials, employee names, unnecessary employee Personal Information, and free-text PII. MIQ operates an independent intake screen that checks each export and rejects detectable customer personal information fail-closed before the export is accepted into storage. Personal information identified at intake is not retained. This screening is a second protective layer: it supplements, and does not replace or transfer to MIQ, Client's stripping and confirmation obligations under the Source Access Request Agreement, and it is not a certification that an export is free of personal information or authority to analyze customer identities.

5.3 Staff-coded analysis. Employee and sales-personnel analysis must use Client-assigned staff codes, role labels, department labels, or other pseudonymous identifiers approved in writing. MIQ will not describe those identifiers as legally anonymous unless later written authority supports that statement.

5.4 Approved transfer channel. The default transfer channel is SFTP or another mutually approved secure transfer method. A one-time encrypted ZIP sent by email may be used only if both parties approve that method in writing, the password is sent through a separate channel, and no prohibited data is included. Client must not send unencrypted files by ordinary email, shared cloud links, or consumer messaging tools.

5.5 No credentials or unauthorized access. Client must not provide MIQ with DMS credentials, lender portal credentials, OEM credentials, email credentials, finance portal credentials, or other account credentials. This SOW does not authorize scraping, robotic process automation, credential sharing, stealth browser automation, virtual-machine-per-dealership workarounds, or unauthorized access.

5.6 Data request checklist.

All exports must follow the personal-information minimization and two-layer intake requirements in this Section and the DPA.

6. Deliverables

6.1 Required deliverables.

6.2 Optional deliverables.

6.3 No assurance. Deliverables are not financial audits, legal opinions, tax opinions, compliance certifications, insurance opinions, lender attestations, regulator filings, OEM positions, or forensic-accounting assurance reports.

7. Success Metrics And 90-Day Guarantee

7.1 KPI table. The parties will define success metrics before the paid service period begins.

7.2 Targets, not outcome warranties. Success metrics are operating targets and guarantee mechanics, not warranties of a specific financial outcome. MIQ is responsible for source-backed analysis, findings, recovery-evidence packages, and commercially reasonable operating support within the scoped Services. Client remains responsible for implementing recommendations and making legal, tax, accounting, lender, employment, regulatory, OEM, insurer, customer, and business decisions.

7.3 90-day money-back guarantee. If MIQ does not demonstrate measurable value beyond the mini-audit findings against the signed KPI baseline during the first ninety (90) calendar days after the SOW effective date, Client may exercise the guarantee by written notice no later than day ninety (90). MIQ will refund the retainer fees actually paid under this SOW for the guarantee period within thirty (30) calendar days after exercise. Exercise ends this SOW. No recovery evidence or outcome record creates or preserves a payment obligation after exercise.

8. Fees And Payment

8.1 No paid diagnostic fee. The pre-contract mini-audit is CAD $0 and is used to size the opportunity, define baseline KPIs, and determine whether this SOW should be signed. This SOW does not charge a diagnostic-audit fee unless a later written instrument expressly replaces the mini-audit structure.

8.2 Continuous-volume monthly retainer. The monthly retainer for each Scoped Rooftop is the greater of CAD $2,900 or (CAD $1,000 + CAD $75 x U), where U is monthly new-plus-used retail units measured under this Section. Apply the retail-deal-count/full-month quotient without rounding. Calculate in cents using exact decimal or rational arithmetic and round the resulting per-rooftop quote once to whole cents, half up. Core, Growth, Flagship and Enterprise are descriptive size labels only. They do not select another price, fee floor, capability or scope.

The measurement window is the trailing twelve (12) full calendar months ending the month before signing. A rooftop with fewer than twelve months of history uses all full months available, with a minimum of three (3), and the window is recorded below. Count retail new and used units, including fleet units. Exclude wholesale disposals, dealer trades, and inter-company transfers. A rooftop means a licensed selling location with its own DMS deal file; a non-selling business unit does not count unless this SOW separately scopes it as a rooftop. MIQ recomputes the monthly average from the dealer's DMS deal records where an export exists.

For a multi-rooftop Client, the group discount is applied to the sum of the per-rooftop formula quotes:

Contracted Monthly Retainer = Sum of Per-Rooftop Monthly Retainers x (1 - Applicable Group Discount)

The group discount applies to the sum of all Scoped Rooftops' formula quotes, including rooftops described as Enterprise. Round the discounted group total once to whole cents, half up. The CAD $2,900 per-rooftop minimum is applied before the group discount and is not reapplied to the discounted total.

8.3 Contracted retainer fixed for the term; scope remains in this SOW. The contracted monthly retainer is fixed at signing for this SOW term. It is not recalculated, increased, reduced, or re-billed because unit volume or a recovery outcome changes after signing. Remeasurement and repricing occur only at renewal under the same measurement rule. A descriptive size label does not activate or expand scope, including any service, capability, data source, deliverable, cadence, integration, threshold, SOP, or SLA. The recurring scope is only what this SOW expressly states. A scope, entity, or rooftop addition or removal that changes fees requires a countersigned SOW amendment and does not silently reprice an existing Scoped Rooftop during the term.

8.4 Separate Fixed-Scope Services. A service outside the recurring retainer is active only if Bowen Schreyer has approved it in writing on behalf of MIQ and every applicable field below is completed. It does not alter the contracted monthly retainer.

8.5 Recovery evidence has no invoice authority. A Recovery Receipt, recovery-evidence package, outcome report, or recovery statement supports auditability, reporting, and renewal review only. It does not establish a fee, change the contracted monthly retainer, create an invoice, or create a post-termination payment right.

8.6 Payment terms. The MSA's invoicing, Canadian-dollar currency, tax, due-date, and late-payment rules apply. The billing cadence and payment due date recorded above control only where the MSA permits this SOW to state a different cadence or period. Any other payment method, fee allocation, discount, or processing-cost treatment requires a countersigned SOW amendment and is not created by this form.

8.7 Taxes and expenses. Fees are stated in Canadian dollars and are exclusive of applicable federal and provincial taxes unless stated otherwise. Taxes will be added to invoices as required by law. Unless otherwise agreed in writing, MIQ bears ordinary remote-service expenses. Extraordinary expenses, including travel requested by Client, require Client's written approval before they are incurred and are reimbursed at cost.

9. ROI Evidence And Recovery Proof

9.1 Identified annual savings as ROI evidence only. The free mini-audit may state an annualized, source-row-backed opportunity from Client's own exports or authorized source documents after duplicate-overlap removal and conservative confidence adjustment. This record demonstrates expected return against the flat retainer. It does not enter the pricing formula, determine or alter the contracted monthly retainer, or guarantee realized recovery.

9.2 ROI-evidence exclusions. The identified-savings record must state its source, source rows or date window, formula, annualization basis, confidence, owner-controlled action, and exclusions. It excludes speculative upside, generic benchmark gaps not tied to Client data, already-recovered dollars, duplicate opportunities, unsupported amounts, amounts outside the contracted scope, and any amount barred by law, lender agreement, OEM agreement, dealer-regulatory requirement, or Client contract.

9.3 Recovery Receipt. MIQ may issue a Recovery Receipt or recovery-evidence package that records the finding ID, source reference, corrective action, outcome evidence, recovery date, amount supported by Client records, confidence, and open qualification. Client may correct a material factual error through the MSA dispute process. A Recovery Receipt is audit and outcome proof only; it is not invoice authority and does not change the contracted monthly retainer.

10. SOP Gates And Client Responsibilities

10.1 SOP gate activation. SOP gate support is active only if selected in this SOW. Where active, Client authorizes MIQ to define, configure, monitor, test, and report on hard gates, soft gates, audit gates, escalation rules, workflow holds, and related operating controls within the SOW scope.

10.2 Client final decision authority. Client remains responsible for final operational decisions and for approving workflow changes that affect personnel authority, lender communications, OEM communications, customer communications, legal obligations, accounting treatment, tax treatment, or regulatory posture.

10.3 Client responsibilities. Client must provide required data exports within ten (10) business days after SOW execution unless this SOW states a different deadline. Client must respond to MIQ data-quality questions, evidence-review requests, and deliverable review requests within the timelines in this SOW.

10.4 No sole reliance. Client must not use MIQ outputs as the sole basis for employment discipline, termination for cause, compensation clawback, public accusation, lender action, insurer action, OEM action, regulatory disclosure, customer action, litigation position, or comparable employment, reputational, or third-party action.

11. Anomaly Notices And Authorized Recipients

11.1 Authorized Recipients.

11.2 Anomaly framing. MIQ anomaly outputs surface patterns, variances, exceptions, or anomalies in Client operational data. They do not characterize conduct as fraudulent, illegal, criminal, dishonest, intentional, or personally culpable.

11.3 Restricted distribution. Client will restrict anomaly notices, reports, and evidence bundles to Authorized Recipients for Client's internal dealer-only review. Client will not distribute MIQ anomaly materials to lenders, OEMs, regulators, insurers, employees generally, counterparties, law enforcement, or other third parties without MIQ's prior written consent, except where disclosure is required by law.

11.4 Escalation thresholds.

12. Evidence And Retention

12.1 Evidence mode. Evidence records and evidence exports are active only to the extent stated in this SOW or an evidence schedule. Permissioned-ledger anchoring, public-chain root anchoring, and RFC 3161 timestamping additionally require MIQ to record verified production availability for the selected rail in the delivery environment. Contractual selection alone does not make a rail live or available.

12.2 No legal-status guarantee. Evidence integrity tools support provenance, sequencing, tamper detection, and auditability. MIQ does not represent any evidence rail, public root anchor, or timestamp as court-admissible, regulator-approved, or legally sufficient unless the applicable proof is attached to the specific artifact.

12.3 Retention. Retention and destruction follow the DPA unless this SOW states a shorter period that is consistent with the DPA and applicable law.

13. Data Participation Status

Data Participation Addendum status for this SOW: [not offered / declined / default-on under accepted legal terms or signed schedule with opt-out available / opted out in whole or by lane / accepted under separate schedule / pending separate schedule].

If default-on or accepted, the controlling instrument is: [Data Participation Addendum and Opt-Out Schedule / order-form rider / product schedule / separate authority record: ___].

Opting out, declining, or leaving this status pending does not reduce baseline Services under this SOW. Public Terms of Use acceptance, public Privacy Policy acknowledgement, mini-audit consent, dealer setup submission, upload attestation, Auth0 invite acceptance, account creation, or use of the Services does not create Data Participation authority unless the accepted flow presents the Data Participation terms, lane status, opt-out path, and acceptance record.

14. Controlled-Learning Or Federated-Learning Status

Controlled-learning or federated-learning status for this SOW: [not offered / declined / default-on under accepted Data Participation Addendum with opt-out available / opted out / pending schedule].

If default-on or accepted, the controlling instrument is: [Data Participation Addendum and Opt-Out Schedule / product schedule / order-form rider / separate authority record: ___].

Opting out, declining, or leaving this lane pending does not reduce baseline deterministic or rule-based Services under this SOW. Opting out may remove the model family's network-derived benefits if those benefits are separately scoped in this SOW or product schedule. Aggregate-intelligence authority does not by itself create controlled-learning authority; the Data Participation Addendum, this SOW, an order form, or a product schedule must expressly mark the model family active or default-on with opt-out available.

Any controlled learning under this SOW may use only the model family, approved canonical signal fields that exclude prohibited personal information, schedule scope, cohort floor, concentration gate, privacy budget, secure-aggregation path, revocation rule, opt-out effect, and runtime controls named in the controlling instrument. Materially new model families or materially different use cases require schedule notice and a fresh opt-out path unless a stricter signed instrument applies.

15. Model Inference Election

Select one option. If no option is selected, Option A applies.

16. Timeline, Change Orders, Acceptance, And Term

16.1 Timeline.

16.2 Delays. If Client fails to provide required data or feedback within the agreed timeframe, MIQ may adjust the project schedule and issue a written schedule update. Extended delays exceeding ten (10) business days may require a Change Order.

16.3 Change Orders and fee-bearing SOW amendments. A material non-fee change to timeline, deliverables, service areas, data sources, model inference, aggregate intelligence, controlled learning, evidence rails, SOP gates, Authorized Recipients, or acceptance criteria requires a written Change Order signed by authorized representatives of both parties. A scope, legal-entity, or Scoped Rooftop addition or removal that changes fees, or any change to a Separate Fixed-Scope Service fee, requires a countersigned SOW amendment. That amendment may add or remove the applicable contracted per-rooftop formula quote and recalculate the group discount prospectively from its effective date, but it does not silently reprice an existing Scoped Rooftop during the term. The contracted monthly retainer cannot be changed by a generic Change Order. Remeasurement and repricing occur only at renewal under Section 16.6 and the Section 8 measurement rule.

16.4 No informal scope change. Verbal scope changes, informal requests, and email discussions do not constitute binding Change Orders unless the parties execute a Change Order.

16.5 Acceptance. Client has ten (10) business days after delivery of each deliverable to accept it in writing or reject it with specific written reasons tied to the acceptance criteria. If Client rejects a deliverable, MIQ will use commercially reasonable efforts to correct the identified deficiency and redeliver the deliverable within ten (10) business days unless the parties agree to a different correction period. If Client does not accept or reject a deliverable within the review period, the deliverable is deemed accepted for project-management purposes only and does not waive non-waivable statutory rights.

16.6 Term and renewal. This SOW starts on the Effective Date and expires on [___], unless terminated earlier under the MSA. For recurring paid engagements, this SOW renews for successive twelve (12) month periods unless either party gives written non-renewal notice at least ninety (90) calendar days before the end of the then-current period.

17. Signatures

Accepted and agreed:

Reliance Record

This is the client signature copy of the MIQ Statement of Work. No statement in this SOW represents outside legal, tax, accounting, insurance, lender, regulator, or professional approval.