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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 Alberta, Canada.
By accessing or using https://www.klevr.com (the "Site"), you agree to be bound by these Terms as they apply to your use of the Site. These Terms also form part of each professional services engagement between you and Klevr, serving as baseline terms that supplement the applicable Statement of Work, Proposal, or Service Agreement ("SOW"). The applicable SOW governs the scope of services, fees, deliverables, timelines, and engagement-specific terms for each engagement. Where there is a conflict between these Terms and a SOW, the SOW governs to the extent of the conflict and only with respect to the specific subject matter it expressly addresses; these Terms otherwise apply in full.
By engaging Klevr 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 and warrant 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 and advisory services, with a focus on Microsoft 365 security, security assessments, remediation, hardening, and related managed IT advisory services. 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 SOW agreed upon by both parties. Services are strictly limited to the scope expressly described in the applicable SOW. Anything not expressly included in a SOW is excluded from the scope of services. Klevr is not responsible for services, outcomes, or obligations that fall outside the agreed scope.
Unless expressly stated in a signed SOW, Klevr's services do not include, and Klevr assumes no responsibility for:
Unless expressly stated in a signed SOW, Klevr does not commit to any uptime guarantee, service level agreement, guaranteed response time, mandatory completion date, or service availability standard. Any timelines, estimates, or target dates communicated by Klevr are estimates only and do not constitute contractual commitments.
Unless expressly agreed in a signed SOW, Klevr does not provide legal advice, regulatory compliance advice, tax or accounting advice, insurance advice, or investment advice. Nothing in these Terms or in any deliverable constitutes advice of a legal, regulatory, tax, accounting, insurance, or investment nature. The Client is solely responsible for obtaining independent professional advice from qualified advisers as appropriate for its circumstances.
Klevr may engage employees, contractors, and subcontractors to perform all or part of the services. Klevr remains responsible for its own obligations under these Terms, subject to the disclaimer and limitation of liability provisions herein. Any subcontractor engaged by Klevr who receives Confidential Information in connection with the services is required to be bound by confidentiality obligations no less protective than those set out in Section 5.
Klevr's recommendations and services are designed to materially reduce security risk. No assessment, control, configuration, or recommendation can eliminate all risk. The Client remains solely responsible for its own business decisions, risk tolerance, and risk acceptance.
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 the obligations set out in this section. Klevr may rely on information, instructions, and approvals provided by the Client and is not responsible for any losses, errors, deficiencies, or delays caused by inaccurate, incomplete, misleading, or untimely information, approvals, or access provided by the Client or its personnel.
The Client shall provide truthful and accurate information about its organization and environment, and warrants that it has the authority to grant Klevr access to its Microsoft 365 tenant, and to any other systems, accounts, configurations, and data reasonably required to perform the agreed services. By engaging Klevr and providing or facilitating such access, the Client authorizes Klevr to access those systems and data for the purposes of performing the services. The Client shall ensure that all necessary internal approvals, authorizations, and consents have been obtained prior to commencement of services, including any required under its own governance policies, employment agreements, or contractual obligations to third parties. The Client remains solely responsible for its own privacy notices, data subject consents, and compliance with applicable privacy legislation in connection with the access granted to Klevr.
The Client shall 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, and make available any documentation, system access, or personnel reasonably required to complete the engagement within the agreed timeline. Delivery timelines, milestones, and completion estimates set out in any SOW are contingent on the Client's timely provision of access, approvals, information, and cooperation as required. If the Client requests changes to the agreed scope of services, or if expanded requirements arise during an engagement, Klevr may require a revised scope, timeline, and fees before proceeding with such changes. Klevr is not responsible for delays in delivery caused by the Client's inaction, delayed approvals, inadequate access, or scope changes requested by the Client. Delays caused by the Client's failure to cooperate do not reduce the Client's payment obligations.
The Client acknowledges that the quality, accuracy, and completeness of Klevr's deliverables and advice depend materially on the accuracy and completeness of information provided by the Client. Klevr will not be responsible for deficiencies in services or deliverables resulting from inaccurate, incomplete, withheld, or delayed information.
The Client is solely responsible for maintaining appropriate and current backups of its data, systems, configurations, and tenant settings, and for establishing and administering its own data retention policies. The Client shall not rely on Klevr to preserve, back up, or restore any data unless backup or data recovery services are expressly within the scope of a signed SOW.
The Client is solely responsible for obtaining, maintaining, and renewing all software licences, cloud subscriptions, and service agreements necessary for its operations and for the delivery of services by Klevr. Klevr is not responsible for service interruptions, limitations, or failures caused by the Client's failure to maintain appropriate licensing.
The Client is solely responsible for managing its own users, administrators, and end-user conduct, including the configuration and enforcement of user access controls within its own environment. Klevr is not responsible for the actions or omissions of the Client's personnel, contractors, or end users.
The Client is solely responsible for decisions to accept, reject, defer, or partially implement any security controls, configurations, or recommendations made by Klevr. The Client is responsible for validating the business impact of any recommended changes prior to implementation. Klevr is not responsible for risks or losses arising from the Client's decision to decline, delay, or modify recommended security measures.
The Client is solely responsible for ensuring its own compliance with all privacy, employment, sector-specific, and other laws and regulations applicable to its business, including any obligations arising from the engagement, access granted to Klevr, or changes made to the Client's systems. Klevr does not provide legal or regulatory compliance advice unless expressly retained to do so under a signed SOW.
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 the 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 gives prompt written notice and reasonable cooperation to allow the Disclosing Party to seek a protective order.
The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy, and that the Disclosing Party may be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.
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, scripts, and know-how developed or 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. Generic learnings, non-client-specific improvements, and expertise developed or refined by Klevr in the course of any engagement remain the exclusive property of Klevr regardless of how they arose.
Subject to full payment of all applicable fees, Klevr Technologies grants the Client a non-exclusive, non-transferable, non-sublicensable licence 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. The Client may not resell, sublicense, publicly disclose, or distribute any deliverable without Klevr's prior written consent. Notwithstanding the foregoing, the Client may share deliverables to the limited extent reasonably required for its own internal operations, insurance, financing, audit, or legal compliance, provided that any recipient is made aware of the confidential nature of the deliverable and is subject to confidentiality obligations appropriate in the circumstances. Klevr retains ownership of all underlying methodologies, tools, templates, scripts, and frameworks used to produce any deliverable.
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 licence to use such feedback for any purpose, without obligation or compensation to you.
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.
To the maximum extent permitted by applicable law, the Site, its content, and all professional services are provided on an "as is" and "as available" basis. Klevr Technologies expressly disclaims all representations, warranties, conditions, and guarantees of any kind, whether express, implied, statutory, or collateral, including without limitation any implied warranty or condition of merchantability, fitness for a particular purpose, title, and non-infringement.
Klevr does not warrant or represent that:
The Client acknowledges that cybersecurity is an inherently uncertain discipline. No system can be made completely secure. The effectiveness of any security measure may be affected by threat actor behaviour, Microsoft product changes, third-party vendor updates, cloud platform changes, end-user behaviour, legacy system constraints, configuration dependencies, and other factors outside Klevr's knowledge or control. Klevr's services are designed to materially reduce risk; they are not a guarantee of security or a representation that any particular risk has been eliminated. The Client remains solely responsible for its own business decisions, risk assessment, and risk acceptance.
The fees charged by Klevr for its services are established having regard to, and reflect the allocation of risk between the parties as set out in, the limitation and exclusion provisions of this section. The limitation and exclusion of liability provisions in this section are a material basis of the arrangement between Klevr and the Client, and Klevr would not have agreed to provide services at the applicable fees without these provisions.
To the maximum extent permitted by applicable law, Klevr Technologies and its directors, officers, employees, contractors, and agents (collectively, the "Klevr Parties") shall not be liable to the Client or any third party for any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with these Terms, any SOW, the Site, or any professional services, regardless of the cause of action, whether in contract, tort (including negligence), misrepresentation, strict liability, equity, or otherwise, and whether or not the Klevr Parties have been advised of the possibility of such damages.
Without limiting the generality of the foregoing, the Klevr Parties shall have no liability for:
To the maximum extent permitted by applicable law, the total aggregate liability of the Klevr Parties to the Client for all claims arising out of or relating to a specific engagement, whether in contract, tort, or otherwise, shall not exceed the lesser of: (a) the total fees actually paid by the Client to Klevr under that engagement in the six (6) months immediately preceding the event giving rise to the claim; and (b) the total fees actually paid by the Client to Klevr under that engagement in its entirety.
Without limiting the foregoing, the Klevr Parties shall have no liability for:
Nothing in these Terms purports to exclude or limit liability that cannot lawfully be excluded or limited under applicable law. The limitations and exclusions set out in this section do not apply to liability arising from fraud or wilful misconduct.
Some jurisdictions may impose limits on the extent to which certain forms of liability may be excluded or limited. To the extent such restrictions apply, the limitations in this section apply only to the fullest extent permitted by the applicable law of those jurisdictions.
The Client shall indemnify, defend, and hold harmless Klevr Technologies and its directors, officers, employees, and contractors (the "Indemnified Parties") from and against any third-party claims, actions, proceedings, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees on a solicitor-and-client basis) arising out of or relating to:
Klevr shall provide the Client with reasonably prompt written notice of any claim for which indemnification is sought. The Client shall have the right to control the defence and settlement of such claim, using legal counsel reasonably acceptable to Klevr. The Client shall not settle any claim on terms that admit fault on the part of, or impose any obligation or restriction upon, any Indemnified Party without Klevr's prior written consent, not to be unreasonably withheld. Klevr may participate in the defence of any claim at its own expense with counsel of its own choosing. Klevr's failure to give timely notice shall not relieve the Client of its indemnification obligations except to the extent the Client is materially prejudiced by such delay.
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 termination provisions, either party may terminate an engagement by providing thirty (30) days written notice to the other party.
Klevr may suspend or terminate an engagement immediately upon written notice to the Client if:
Upon termination or expiry of an engagement for any reason:
The following provisions survive any termination or expiry of these Terms or any engagement: Section 5 (Confidentiality), Section 6 (Intellectual Property), Section 7 (Payment Terms) with respect to amounts accrued prior to termination, Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 12 (Governing Law and Dispute Resolution), Section 18 (No-Solicitation), Section 21 (Severability), Section 22 (Waiver), Section 23 (Notices), Section 24 (No Reliance), and any other provision that by its nature or express terms is intended to survive termination.
These Terms and any dispute arising out of or in connection with them or any engagement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles.
If a dispute arises between the parties, the party raising the dispute shall provide the other with written notice describing the nature of the dispute in reasonable detail. The parties shall negotiate in good faith to attempt to resolve the dispute within thirty (30) days of such notice, or such longer period as the parties may agree in writing.
If a dispute is not resolved through good-faith negotiation within the period described above, either party may commence legal proceedings before the courts of the Province of Alberta. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Alberta for the resolution of any such dispute and waives any objection to the laying of venue in those courts.
Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction within Alberta to prevent irreparable harm, without first completing the negotiation process.
The Site may contain links to third-party websites, and Klevr's services may involve recommending, reselling, configuring, or working with third-party platforms, software, and services, including Microsoft and other cloud services. Klevr does not manufacture, own, or control these third-party products or services and is not responsible for their availability, performance, security, pricing, feature set, or continued operation.
Klevr is not responsible for, and the Client assumes all risk associated with:
Use of any third-party service is subject to that provider's own terms of service, privacy practices, and service levels. The Client is responsible for reviewing and complying with those terms. Klevr is not a guarantor or insurer of any third-party service and does not assume any liability for the acts or omissions of third-party providers.
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.
Klevr Technologies may update or modify these Terms from time to time by posting the revised Terms on this page with an updated "Last Updated" date. For material changes, Klevr will provide notice on the Site or through other appropriate means. Your continued use of the Site following the posting of any changes constitutes your acceptance of the revised Terms with respect to Site use.
For active paid service engagements, material amendments to the terms governing an existing SOW require the written agreement of both parties unless the applicable SOW expressly provides otherwise. Absent such written agreement, changes to these Terms will apply to that engagement only upon renewal or execution of a new SOW.
For the purposes of these Terms and any SOW, the parties may execute agreements, amendments, and authorizations by PDF exchange, email, or other electronic means. Electronic signatures and electronic acceptance are valid and binding to the extent permitted by applicable law, and neither party shall challenge the validity or enforceability of an agreement solely on the basis that it was accepted or signed electronically.
Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms or any SOW to the extent that such delay or failure is caused by an event or circumstance beyond that party's reasonable control and that could not have been prevented by the exercise of reasonable diligence, including without limitation: acts of God, severe weather, fire, flood, earthquake, pandemic, epidemic, public health emergency, war, civil unrest, terrorist acts, governmental action or restriction, internet infrastructure failures, power or utility outages, telecommunications failures, cloud platform outages, cyberattacks or ransomware events affecting the party's own systems or critical infrastructure, and labour disruptions (each, a "Force Majeure Event").
The party affected by a Force Majeure Event shall give prompt written notice to the other party describing the event and its expected duration, and shall use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable. Payment obligations for services already performed are not excused by a Force Majeure Event.
Klevr is not responsible for any loss, corruption, unauthorized access to, or inability to recover the Client's data, configurations, or systems, except to the extent expressly provided in a signed SOW that specifically retains Klevr for backup, data recovery, or disaster recovery services.
The Client is solely responsible for:
Klevr strongly recommends that the Client verify that adequate backups are in place before any changes are made to its systems or configurations as part of an engagement. The absence of adequate backups does not affect Klevr's authority to perform services within the agreed scope, and the Client assumes all risk of data loss or configuration issues arising from the absence of adequate backup measures.
Klevr Technologies is an independent contractor. Nothing in these Terms or any SOW shall be construed to create a relationship of employer and employee, partnership, joint venture, agency, or fiduciary between Klevr and the Client. Klevr's personnel are not employees or agents of the Client for any purpose. Neither party has any authority to bind the other contractually or otherwise without express prior written consent.
During any active engagement and for twelve (12) months following its completion or termination, the Client agrees not to knowingly solicit for employment or direct engagement any employee or subcontractor of Klevr who was materially involved in performing the services under that engagement. This restriction does not apply to general public advertising or open recruitment postings not specifically directed at Klevr personnel.
Neither party shall use the other party's name, logo, trade name, or trade marks in any publicity material, press release, social media post, marketing communication, or public announcement in a manner that implies the other party's endorsement or sponsorship, without that party's prior written consent. This section does not prevent either party from making disclosures required by applicable law, or from making factual reference to the existence or nature of a services engagement where required for legal, regulatory, financing, or audit purposes.
The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms or any SOW without the prior written consent of Klevr, which may be withheld in Klevr's sole discretion. Any purported assignment without consent is void and of no effect.
Klevr may assign these Terms or any SOW, or any rights or obligations hereunder, without the Client's consent, to an affiliate of Klevr or to a successor entity in connection with a merger, acquisition, sale of all or substantially all of Klevr's assets, or corporate reorganization, provided that the assignee assumes all of Klevr's obligations under these Terms with respect to the Client.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable in any respect, that provision shall be severed or modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial and legal effect of the severed or modified provision.
No waiver of any right or remedy under these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver of any particular breach or default does not constitute a waiver of any subsequent breach or default of the same or any other provision, and shall not affect the waiving party's right to enforce any other provision of these Terms.
Any notice required or permitted under these Terms shall be in writing and shall be deemed effectively given when: (a) delivered personally to the receiving party; (b) sent by nationally recognized overnight courier with written confirmation of delivery; (c) sent by email to the address on record for the receiving party, with acknowledgment of receipt confirmed by a reply from the recipient or an automated read receipt; or (d) sent by registered mail with return receipt requested to the party's address on record. Notices to Klevr shall be directed to: [email protected]. Either party may update its notice address by providing written notice to the other in accordance with this section.
The Client acknowledges that, in entering into these Terms or any SOW, it has not relied upon any representation, warranty, statement, or assurance made by or on behalf of Klevr that is not expressly set out in these Terms or the applicable SOW. Nothing in this section excludes liability that arises from a fraudulent misrepresentation.
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.