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These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Klevr Technologies Ltd. ("Klevr," "we," "our," or "us"), a corporation registered in Canada.
By accessing or using https://www.klevr.com (the "Site") or by engaging Klevr Technologies for any professional services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not use the Site or engage our services.
Klevr Technologies provides professional cybersecurity consulting services, specializing in Microsoft 365 security assessments and fraud prevention. Our services may include, but are not limited to:
The specific scope, deliverables, timeline, and fees for any engagement will be set out in a written Statement of Work, Proposal, or Service Agreement ("SOW") agreed upon by both parties. In the event of a conflict between these Terms and a SOW, the SOW will govern with respect to that specific engagement.
Klevr Technologies reserves the right to modify, suspend, or discontinue any service or the Site at any time without notice. We will not be liable to you or any third party for any such modification, suspension, or discontinuation.
You may use the Site for lawful purposes only. You agree not to:
We reserve the right to terminate your access to the Site for any violation of these Terms.
When engaging Klevr Technologies for professional services, the Client agrees to:
Provide truthful and accurate information about your organization and environment. Warrant that you have the authority to grant Klevr Technologies access to your Microsoft 365 tenant and any other systems or data required to perform the agreed services. Ensure that all necessary internal approvals, authorizations, and consents have been obtained prior to the commencement of services.
Designate an appropriate point of contact with sufficient authority to facilitate the engagement. Respond to reasonable requests for information, clarification, or approvals in a timely manner. Make available any documentation, system access, or personnel reasonably required to complete the engagement within the agreed timeline.
The Client acknowledges that the quality, accuracy, and completeness of our deliverables depend materially on the accuracy and completeness of information provided by the Client. Klevr Technologies will not be responsible for deficiencies in services resulting from inaccurate, incomplete, or withheld information.
Ensure that the engagement, including any access granted to Klevr Technologies, complies with all applicable laws, regulations, and contractual obligations of the Client, including obligations to employees, end users, and third parties.
Each party ("Disclosing Party") may disclose confidential information to the other party ("Receiving Party") in connection with the services. "Confidential Information" means any non-public information disclosed in connection with the engagement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
Each Receiving Party agrees to:
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party provides prompt written notice and reasonable cooperation to allow the Disclosing Party to seek a protective order.
Confidentiality obligations survive termination of the engagement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as the information qualifies as a trade secret under applicable law.
All content on the Site — including text, graphics, logos, images, and software — and all methodologies, frameworks, tools, templates, and know-how used by Klevr Technologies in delivering services are and shall remain the exclusive property of Klevr Technologies or its licensors. Nothing in these Terms transfers any ownership of such intellectual property to the Client.
Subject to full payment of all applicable fees, Klevr Technologies grants the Client a non-exclusive, non-transferable license to use written deliverables (such as reports, assessments, and documentation) produced specifically for the Client under an engagement, solely for the Client's internal business purposes. Klevr Technologies retains ownership of all underlying methodologies, tools, and templates used to produce such deliverables.
The Client retains all rights to data, configurations, and information provided to Klevr Technologies in connection with an engagement. Klevr Technologies will not use Client data for any purpose other than performing the agreed services.
If you provide feedback, suggestions, or recommendations regarding our services or the Site, you grant Klevr Technologies an unrestricted, perpetual, irrevocable, royalty-free license to use such feedback for any purpose.
Fees for professional services will be specified in the applicable SOW. Unless otherwise agreed in writing:
All fees paid are non-refundable except as expressly set out in the applicable SOW or as required by applicable law.
THE SITE AND ALL CONTENT ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
Klevr Technologies does not warrant that:
Cybersecurity is an inherently uncertain discipline. No security assessment, control, or recommendation can guarantee protection against all threats. Klevr Technologies' services are designed to materially reduce risk, not to eliminate it entirely.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KLEVR TECHNOLOGIES, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR ANY PROFESSIONAL SERVICES, EVEN IF KLEVR TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event will Klevr Technologies' total cumulative liability to the Client for any claims arising out of or related to a specific engagement exceed the total fees paid by the Client to Klevr Technologies under that engagement in the twelve (12) months preceding the claim.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless Klevr Technologies and its directors, officers, employees, and contractors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
These Terms are effective as of the date you first access the Site or engage Klevr Technologies and continue until terminated.
Either party may terminate a professional services engagement as provided in the applicable SOW. In the absence of specific SOW terms:
Sections 5, 6, 8, 9, 10, and 12 of these Terms survive any termination or expiration.
These Terms are governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to its conflict of law provisions.
Any dispute arising out of or in connection with these Terms or any engagement shall first be referred to good-faith negotiation between the parties. If a dispute is not resolved within thirty (30) days of written notice, it shall be submitted to binding arbitration in accordance with the Arbitration Act (Alberta), with proceedings conducted in Calgary, Alberta.
Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm. For clients based in the United States, the parties agree that federal courts located in the Northern District of Texas or the state courts of Dallas County, Texas, shall have non-exclusive jurisdiction for any such emergency relief.
The Site may contain links to third-party websites and our services may involve the use of third-party platforms (including Microsoft services). These are provided for informational purposes and do not constitute our endorsement or recommendation of any third-party products or services.
Klevr Technologies is not affiliated with, sponsored by, or endorsed by Microsoft Corporation. References to Microsoft 365, Microsoft Entra ID, and related products are for descriptive purposes only. All Microsoft product and service names are trademarks or registered trademarks of Microsoft Corporation.
We are not responsible for the availability, content, privacy practices, or security of any third-party websites or services. Your use of third-party services is subject to their respective terms and privacy policies.
Klevr Technologies reserves the right to update or modify these Terms at any time. We will post the revised Terms on this page with an updated "Last Updated" date. For material changes, we will provide notice on the Site or through other appropriate means.
Your continued use of the Site or engagement with our services after any changes are posted constitutes your acceptance of the revised Terms. If you do not agree to any changes, you must discontinue your use of the Site and services.
If you have questions about these Terms or wish to contact Klevr Technologies:
These Terms, together with any applicable Statement of Work and our Privacy Policy, constitute the entire agreement between you and Klevr Technologies with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.