This document describes the nature, scope, and limitations of the professional advisory services delivered through the Vistera platform (“Platform”) and explains how Vistera Technologies Corp. uses AI tools to assist Experts while ensuring that all work product delivered to Clients is reviewed and approved by a qualified human professional.

Please read this document before submitting a service request. It should be read alongside our Terms of Service, Privacy Policy, AI-Assisted Service Consent document, and Data and Document Handling policy.

Definitions include:

• Platform means the Vistera software and services.
• Vistera, we, us, or our means Vistera Technologies Corp., the legal entity operating the Platform (Vistera Technologies Corp., formerly Spraggs Group Inc., 1030 Westwood Street, Suite 202, Coquitlam, British Columbia V3C 4E4, Canada).
• Client / Client Organization means a business registered on the Platform.
• Authorized User means an employee or contractor of a Client Organization who has been granted access to the Platform.
• Expert means a Vistera staff member or authorized independent professional assigned to deliver services through the Platform.
• Engagement means a discrete service request created by a Client on the Platform.
• Deliverables means work product prepared and delivered to a Client by an Expert through the Platform.
• Client Content means documents, data, and other content submitted or uploaded to the Platform by a Client in connection with an Engagement.

1. Nature of Services

1.1 Professional Advisory Services

Vistera is a conduit for professional advisory services through the Platform in three areas:

• Legal advisory services: guidance on business law, contracts, regulatory compliance, and related matters, provided by qualified lawyers who are entitled to practise law in the relevant Canadian province and who remain subject to the rules of their governing law society.
• Financial and accounting advisory services: guidance on financial planning, accounting practices, tax matters, and related matters, provided by qualified financial or accounting professionals holding applicable designations.
• HR and employment consulting services: guidance on employment practices, HR policy, workforce management, and related matters, provided by qualified HR professionals.

1.2 Services Are Delivered by Qualified Experts

All services are delivered by human Experts. The Platform is the mechanism through which Experts and Clients communicate, share documents, and exchange Deliverables. The Platform itself does not provide advice, make recommendations, or exercise professional judgment. Advice comes from the Expert assigned to your Engagement.

1.3 B2B Services

The Platform is designed for business-to-business use. Advisory services are delivered to Client Organizations, not to individuals in a personal or consumer capacity. Deliverables are prepared for the use of the Client Organization in its business activities.

2. Legal Advisory Services and the Lawyer-Client Relationship

2.1 Advisory Nature of Legal Services

Legal advisory services delivered through the Platform are legal services provided by lawyers entitled to practise law in the relevant Canadian province. These services are subject to the professional conduct rules of the applicable law society.

2.2 Lawyer-Client Relationship

Where a lawyer-Expert provides legal advice to a Client in connection with an Engagement, a lawyer-client (solicitor-client) relationship arises between the Client and the responsible lawyer (and the firm through which that lawyer practises). The scope of that relationship is defined by the Engagement and by any engagement letter. Vistera will identify the responsible lawyer and confirm the scope of the retainer for each legal-advisory Engagement.

2.3 Solicitor-Client Privilege

Communications between a Client and a lawyer-Expert made for the purpose of seeking or receiving legal advice are ordinarily protected by solicitor-client privilege. Privilege belongs to the Client. Clients should be aware that the way in which communications and Client Content are submitted, stored, and processed through the Platform - including processing by third-party service providers described in our Privacy Policy and Data and Document Handling policy - may affect the practical protection of privileged material. Clients with privilege-sensitive matters, particularly in connection with anticipated or active litigation or regulatory proceedings, should raise the matter with their lawyer-Expert and confirm appropriate handling before submitting it.

2.4 Conflicts of Interest

Before accepting a legal-advisory Engagement, the responsible lawyer-Expert will carry out a conflicts-of-interest check consistent with the requirements of the applicable law society. Where a conflict is identified, the lawyer-Expert will decline to act or will address the conflict in accordance with those requirements. To enable an effective check, Clients should disclose the identities of the parties and the nature of the matter at the outset of the Engagement.

3. Financial and Accounting Advisory Services

3.1 Advisory Nature of Financial Services

Financial and accounting advisory services delivered through the Platform are professional consulting services. Unless expressly stated in the Engagement confirmation or in a separate engagement letter, these services do not constitute:

• a public accounting engagement;
• an audit of financial statements;
• a review engagement; or
• a compilation engagement,

as those terms are understood under Canadian generally accepted auditing standards (“GAAS”) or the CPA Canada Handbook. Where public accounting services are provided, they are delivered by professionals registered or licensed as required under the applicable provincial CPA legislation.

3.2 Regulated Engagements

Where a Client requires a regulated financial engagement (including an audit, review, or compilation engagement that will be used by a third party or submitted to a regulatory authority), that requirement must be confirmed separately. Vistera will advise whether the scope of services required for that purpose can be fulfilled through the Platform and, if so, on what terms.

3.3 Tax and Regulatory Filings

Advice provided through the Platform in connection with tax planning or regulatory matters is general advisory guidance. It is not a formal opinion or a representation that can be relied upon for the purposes of a specific regulatory filing unless expressly confirmed in writing. Clients are responsible for ensuring that any regulatory or tax filing complies with applicable requirements and for retaining appropriate professional support for that purpose.

4. HR and Employment Consulting Services

4.1 Advisory Nature of HR Services

HR and employment consulting services delivered through the Platform are advisory services. Experts provide guidance on employment practices, HR policy, workforce management, and related matters to assist Client Organizations in making informed business decisions.

4.2 Experts Do Not Act as Legal Counsel in Employment Disputes

HR Experts are not acting as legal counsel when they deliver services through the Platform. HR advisory services do not constitute legal representation in employment disputes, human rights complaints, labour relations proceedings, or other tribunal or court matters. In particular:

• communications between a Client and an HR Expert are not protected by solicitor-client privilege;
• HR Experts do not provide opinions on litigation strategy or the merits of a claim before a court or tribunal; and
• HR Experts cannot represent a Client in proceedings before the British Columbia Human Rights Tribunal, the Alberta Human Rights Commission, the Ontario Labour Relations Board, or any other adjudicative body.

4.3 Seek Independent Legal Advice for Disputes

Clients involved in or anticipating employment litigation, regulatory complaints, or tribunal proceedings should seek independent legal advice from a qualified employment lawyer. HR advisory guidance from the Platform may complement, but is not a substitute for, legal representation in contested proceedings.

5. AI-Assisted Delivery and Human Review

5.1 AI Is an Internal Tool for Experts

Vistera uses artificial intelligence (“AI”) tools internally to help Experts deliver services more efficiently. AI may be used to:

• summarize Client Content and Engagement communications for Expert review;
• analyze documents submitted as part of an Engagement and identify key issues for Expert consideration;
• produce first-draft responses or Deliverables that an Expert then reviews, edits, and approves; and
• summarize recorded video consultations where the Client has consented to call recording.

These tools are used at the Expert’s discretion as part of their professional workflow. Not every Engagement will involve AI assistance.

5.2 Human Review of All Deliverables

Every Deliverable delivered to a Client through the Platform is reviewed and approved by a qualified human Expert before delivery. Clients do not receive raw AI output. Human review is a standard operating requirement that Vistera applies to all Engagements: AI-generated summaries, drafts, and analysis are internal working tools that reach a Client only after an Expert has reviewed them, made any necessary edits, and taken professional responsibility for the final content.

5.3 The Expert Is Responsible, Not the AI

The Expert who reviews and approves a Deliverable is professionally responsible for its contents. AI tools assist in preparation but do not make professional judgments. The use of AI in preparing a Deliverable does not alter the standard of care owed by the Expert, reduce the Expert’s professional obligations, or shift responsibility for the advice to any AI system or provider.

5.4 Your Right to Request Information About AI Use

You may contact Vistera at any time to request information about whether AI was used in the preparation of a specific Deliverable or Engagement. We will respond to such requests within 30 days. Further detail about AI processing and your rights in connection with it is set out in our AI-Assisted Service Consent document.

5.5 AI Providers

Specific AI model providers used by Vistera are not identified in this document, consistent with our Data and Document Handling policy and AI-Assisted Service Consent document. They are described as third-party AI service providers engaged by Vistera. Client Content submitted to the Platform may be processed by these providers as part of delivering the service, subject to the safeguards described in our Data and Document Handling policy and Privacy Policy.

6. Expert Identity

6.1 Independent Experts May Also Be Authorized

Vistera may authorize qualified independent professionals to deliver services through the Platform. Independent Experts are vetted by Vistera and authorized to use the Platform only where they hold appropriate professional credentials for the service category in question.

6.2 Disclosure of Expert Identity and Credentials

Clients will be informed of the identity and credentials of the Expert assigned to their Engagement. Where an Expert is an independent contractor rather than a Vistera employee, Clients will be notified of that status. You may request information about an Expert’s professional credentials or regulatory standing by contacting us as described in Section 11.

7. Limitations of Advisory Services

7.1 Advice Depends on Information You Provide

Advisory services are only as complete and accurate as the Client Content and information provided by the Client. Experts prepare Deliverables based on the facts, documents, and context you share. Deliverables may not identify issues that are outside the scope of the Engagement or that arise from information not provided to the Expert. You are responsible for providing complete and accurate information and for informing your Expert of any developments that may affect the advice.

7.2 Advice Reflects Conditions at the Time of the Engagement

Laws, regulations, judicial decisions, and regulatory practices change. Advice provided through the Platform reflects the legal, regulatory, and professional standards that apply at the time the Deliverable is approved. Vistera does not undertake to monitor ongoing legal developments on your behalf or to update Deliverables after delivery unless that is expressly agreed as part of a specific Engagement. Clients should seek updated advice for ongoing or evolving matters, particularly where time has passed since a Deliverable was delivered or where the relevant legal or regulatory landscape may have changed.

7.3 Canadian Jurisdiction by Default

Experts provide advice on Canadian law and practice unless otherwise confirmed in writing. Services are principally oriented toward businesses operating in British Columbia, Alberta, and Ontario. Experts do not advise on the law of other jurisdictions (including the United States, the United Kingdom, or other countries) unless a specific Engagement is confirmed in writing as covering that jurisdiction. Clients with cross-border legal, financial, or HR matters should ensure they understand the jurisdictional scope of the advice they receive and obtain appropriate advice for each relevant jurisdiction.

7.4 Advice Is Not a Guarantee of Outcome

Professional advice involves judgment and inherent uncertainty. No Expert or Vistera guarantees, warrants, or represents that any advice, recommendation, or Deliverable will produce a particular outcome, prevent a particular loss, satisfy a regulatory requirement, or be free from error. Deliverables are provided to support your informed decision-making; they are not representations that any course of action will succeed.

8. Client Responsibility for Decisions

8.1 Clients Make Their Own Decisions

Experts provide professional advice and guidance. The decisions you make in reliance on that advice are your own. Vistera is not responsible for any outcome, positive or negative, that results from business decisions, regulatory filings, employment actions, or other steps your Client Organization takes based on advice received through the Platform, except to the extent any resulting liability cannot be excluded under applicable law or the rules of a governing professional regulator (see Section 10).

8.2 Advice Is Specific to the Engagement

Deliverables are prepared in response to the specific Engagement and Client Content submitted. They are not intended to be relied upon as general guidance beyond the scope of the Engagement for which they were prepared, or by persons other than the Client Organization. If you intend to share a Deliverable with third parties or rely on it in a context materially different from the Engagement, you should seek confirmation from your Expert that the advice is appropriate for that purpose.

8.3 No Independent Verification of Third-Party Information

Experts rely on the information and documents you provide. Unless a specific Engagement requires otherwise, Experts do not independently verify the accuracy of financial statements, the terms of contracts, the status of regulatory filings, or other information submitted as Client Content. The quality of the advice depends on the quality of the information provided.

9. Professional Regulatory Compliance

9.1 Expert Qualifications

Vistera takes reasonable steps to ensure that Experts hold the professional designations, licences, and registrations required to deliver the category of services to which they are assigned. Legal Experts are entitled to practise law in the relevant Canadian province, financial and accounting Experts hold applicable designations (including CPA designations where relevant), and HR Experts hold applicable credentials in the HR profession.

9.2 Regulatory Body Information

Clients may request information about the specific professional regulatory body or law society with which an Expert is registered, and the jurisdiction of that registration, by contacting us as described in Section 11. Vistera will provide this information upon request.

9.3 Expert Regulatory Obligations

Experts delivering services through the Platform are subject to the professional codes of conduct, obligations, and standards of their respective regulatory bodies. Vistera requires Experts to comply with those obligations in delivering services through the Platform. Professional regulatory obligations may affect the scope of services an Expert can provide, the form in which advice may be given, or the circumstances in which an Expert must decline to act. Where those obligations conflict with anything in this document or the Terms of Service, the professional regulatory obligations prevail.

10. Limitation of Liability

The liability of Vistera and its Experts in connection with professional advisory services delivered through the Platform is subject to the cap and limitations set out in Section 10 of the Terms of Service. Those terms apply to professional services as they do to all other services and Platform use. In particular:

• Vistera’s total aggregate liability for any claim arising in connection with an Engagement is capped as described in Terms of Service Section 10.2.
• Indirect, consequential, or punitive damages are excluded to the maximum extent permitted by applicable Canadian law, as described in Terms of Service Section 10.1.
• Nothing in the Terms of Service or this document limits liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded under applicable Canadian law, as described in Terms of Service Section 10.3.

Further, nothing in the Terms of Service or this document operates to limit or exclude any liability to the extent that such limitation or exclusion is prohibited by applicable law or by the rules of the professional regulator governing an Expert, including the requirements of any applicable law society or CPA body and any mandatory professional liability insurance. To the extent of any inconsistency between a liability limitation and such mandatory requirements, the mandatory requirements prevail.

This document does not duplicate the full liability provisions set out in the Terms of Service. Clients should read Section 10 of the Terms of Service before relying on any Deliverable in a significant business matter.

11. Complaints and Escalation

11.1 Raising a Concern

If you have a concern about the quality of services received, the conduct of an Expert, a possible error in a Deliverable, or any other aspect of your Engagement, you should contact Vistera promptly using the contact details at the end of this document. Please include:

• your Client Organization name and account details;
• the Engagement to which your concern relates; and
• a clear description of your concern and, where applicable, the specific Deliverable or communication you are concerned about.

11.2 Vistera’s Response

Vistera will acknowledge your complaint within five (5) business days of receipt and will investigate the matter with reasonable promptness. Our response will include a description of the steps taken to investigate; our findings and, where applicable, any corrective action taken; and information about further options if you are not satisfied with our response. Where a complaint concerns a potential error in professional advice, we will arrange for a qualified Expert to review the matter.

11.3 Professional Regulatory Body Complaints

The right to raise a concern with Vistera does not affect your right to file a complaint with the relevant professional regulatory body governing the Expert’s conduct. Depending on the nature of the matter, applicable bodies include:

• Legal services: The Law Society of British Columbia, the Law Society of Alberta, or the Law Society of Ontario, depending on the Expert’s jurisdiction of practice.
• Financial and accounting services: The Chartered Professional Accountants regulatory body in the relevant province (CPA British Columbia, CPA Alberta, or CPA Ontario).
• HR services: The Human Resources Professionals Association (HRPA) in Ontario, CPHR Alberta, CPHR BC & Yukon, or the applicable provincial professional HR association.

Vistera will not obstruct or discourage a Client from exercising any right to complain to a professional regulatory body.

11.4 Privacy Complaints

Complaints related to the handling of your personal information or Client Content should be directed to us in the first instance. If you are not satisfied with our response, you have the right to contact the applicable privacy authority. Details are set out in our Privacy Policy (Section 13.2).

12. Contact Information

For questions about this document, to request information about an Expert’s credentials, to raise a complaint, or to request information about AI use in a specific Engagement, please contact:

Vistera Technologies Corp. 1030 Westwood Street, Suite 202, Coquitlam, British Columbia V3C 4E4, Canada

Email: [email protected]

Phone: +1(778)800-8866