Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Klyrova Analytics ("Company," "we," "us," or "our"), governing your access to and use of the advisory consulting services provided by Klyrova Analytics, including any related documentation, reports, deliverables, and communications.

By engaging our services, signing a Statement of Work, submitting an inquiry through our website, or making any payment to Klyrova Analytics, you acknowledge that you have read, understood, and agree to be fully bound by these Terms in their entirety. If you do not agree to any provision of these Terms, you must not engage with or use our services.

If you are accessing or using our services on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and your agreement to these Terms will be treated as an agreement by that entity. In such cases, references to "you" in these Terms will include both the individual and the entity.

Description of Services

Klyrova Analytics provides IT consulting and advisory services exclusively. Our service offerings include, but are not limited to, the following:

• IT Infrastructure Analysis: Comprehensive review and documentation of your existing digital processes, software ecosystem, and technology infrastructure, with identification of inefficiencies, redundancies, and improvement opportunities.
• SaaS Tool Evaluation and Digital Workflow Consulting: Independent, vendor-neutral assessment of Software-as-a-Service tools and platforms relevant to your operational needs, including comparison reports and selection recommendations.
• Technology Stack Optimization Advisory: Strategic recommendations for consolidating, replacing, or upgrading technology components within your existing stack to improve efficiency, reduce cost, and align with business goals.
• Technical Recommendations and Documentation Preparation: Structured deliverables including written recommendation reports, implementation roadmaps, decision frameworks, and vendor evaluation matrices.
• General IT Advisory: Ongoing advisory support, consultation calls, Q&A sessions, and guidance related to technology decisions, digital transformation planning, and strategic IT direction.

All services are delivered in an advisory capacity only. The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work or engagement agreement executed between the parties prior to commencement of work.

Advisory Nature of Services

It is essential that Clients understand the purely advisory nature of all services provided by Klyrova Analytics. By engaging our services, you acknowledge and agree to the following limitations and clarifications:

What We Do Not Provide

• We do not provide software development, coding, or technical implementation services of any kind.
• We do not manage, host, operate, or maintain any software infrastructure, servers, databases, cloud environments, or IT systems on your behalf.
• We do not handle, process, store, transfer, or have access to your client data, customer information, sensitive business data, or proprietary operational data unless explicitly agreed upon in writing for specific analytical purposes.
• We do not provide legal, financial, accounting, tax, or regulatory compliance advice. Any guidance touching on these domains should be verified with a licensed professional in the relevant field.
• We do not guarantee the outcomes of any technology implementations undertaken based on our recommendations. Implementation success depends on numerous factors outside our control, including but not limited to execution quality, organizational readiness, and third-party vendor performance.

Responsibility for Implementation

The Client retains sole responsibility for all decisions made based on Klyrova Analytics' recommendations, including the selection, procurement, deployment, and management of any technology solutions. Our recommendations are based on information provided to us by the Client and are meant to inform, not replace, your internal decision-making processes.

Engagement and Scope of Work

Prior to the commencement of any engagement, Klyrova Analytics will prepare and present a Statement of Work ("SOW") or equivalent engagement agreement that defines the specific scope of services to be delivered. This document will include:

• A detailed description of deliverables to be produced
• The estimated timeline and key milestones for the engagement
• The fees, payment schedule, and billing terms applicable to the engagement
• Any specific assumptions, dependencies, or prerequisites identified at the time of scoping
• Communication protocols and points of contact for both parties
• Any special terms or conditions specific to the engagement

No advisory work will begin until both parties have confirmed agreement on the SOW, either through written signature, email confirmation, or payment of the agreed-upon deposit.

Scope Changes

Any requests to modify the scope of work after engagement commencement must be submitted in writing. Klyrova Analytics will evaluate the requested changes and provide a written proposal outlining any adjustments to timeline, deliverables, or fees. Scope changes do not take effect until mutually agreed upon in writing by both parties.

Client Cooperation

The successful delivery of our services depends substantially on timely, accurate, and complete information provided by the Client. You agree to: provide access to relevant documentation, systems overviews, and stakeholders as reasonably required; respond to our requests for information within agreed-upon timeframes; assign a designated point of contact with sufficient authority to make decisions; and promptly review and provide feedback on draft deliverables. Delays caused by insufficient Client cooperation may result in revised timelines without penalty to Klyrova Analytics.

Fees, Payment, and Billing

All fees for Klyrova Analytics services will be clearly stated in the applicable Statement of Work. Unless otherwise specified in writing, the following general payment terms apply to all engagements:

Payment Schedule

• Project-based engagements typically require a non-refundable deposit of fifty percent (50%) of the total project fee upon signing of the Statement of Work, with the remaining balance due upon delivery of final deliverables.
• Retainer and ongoing advisory arrangements are billed monthly in advance, with payment due within fifteen (15) business days of invoice issuance.
• Rush engagements or expedited timelines may be subject to additional fees as detailed in the relevant SOW.

Late Payments

Invoices unpaid beyond the stated due date will accrue a late payment fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance. Klyrova Analytics reserves the right to suspend or withhold delivery of services or deliverables until all outstanding invoices are settled in full.

Taxes

All fees quoted by Klyrova Analytics are exclusive of applicable taxes, including but not limited to sales tax, value-added tax, or any other governmental charges. You are solely responsible for the payment of all applicable taxes arising from your engagement with us.

Currency

Unless otherwise stated, all fees are quoted and payable in United States Dollars (USD).

Intellectual Property Rights

Ownership of Deliverables

Upon receipt of full payment for an engagement, Klyrova Analytics assigns to the Client all rights, title, and interest in the specific deliverables produced for that engagement (such as written reports, recommendation documents, and frameworks created specifically for the Client). This assignment is limited to the final deliverables and does not include Klyrova Analytics' underlying methodologies, frameworks, tools, processes, templates, or proprietary analytical approaches.

Retained Rights

Klyrova Analytics retains all rights to its pre-existing intellectual property, including all methodologies, frameworks, analytical models, templates, processes, know-how, and tools developed independently of any client engagement. Klyrova Analytics also retains the right to use general knowledge, skills, and expertise gained during any engagement for the benefit of other clients, provided no confidential Client information is disclosed.

License for Ongoing Use

Where deliverables incorporate elements of Klyrova Analytics' proprietary tools or templates, we grant the Client a perpetual, non-exclusive, non-transferable license to use those elements solely within the context of the deliverable as originally provided.

Confidentiality

Both parties acknowledge that during the course of an engagement, each may have access to information that is proprietary, confidential, or sensitive in nature. Both Klyrova Analytics and the Client agree to maintain strict confidentiality with respect to all such information, including but not limited to:

• Business strategies, plans, and financial information
• Technology systems, infrastructure details, and internal process documentation
• Vendor relationships, contractual arrangements, and pricing
• Personnel information and organizational structure
• Any proprietary data, trade secrets, or intellectual property belonging to the other party
• The terms and contents of any engagement agreement or Statement of Work

Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law, regulation, or court order. Confidentiality obligations under these Terms survive the termination of any engagement for a period of three (3) years.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the confidential information; or (d) is received lawfully from a third party without restriction on disclosure.

Representations and Warranties

Klyrova Analytics Represents and Warrants That:

• It has the full right, power, and authority to enter into these Terms and to perform the services described herein.
• The services will be performed in a professional and workmanlike manner consistent with industry standards by personnel possessing relevant qualifications and experience.
• Its performance of the services will not infringe upon the intellectual property rights of any third party.
• It will comply with all applicable laws and regulations in the performance of its services.

Client Represents and Warrants That:

• It has the full right, power, and authority to enter into these Terms and to provide the access and information required for the engagement.
• All information provided to Klyrova Analytics in connection with any engagement is accurate, complete, and not misleading to the best of the Client's knowledge.
• It will not use Klyrova Analytics' deliverables or recommendations for any unlawful purpose.
• It will comply with all applicable laws and regulations in connection with its use of Klyrova Analytics' services and deliverables.

Disclaimer of Warranties

Except as expressly stated above, all services are provided on an "as is" and "as available" basis. Klyrova Analytics makes no representations or warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that our recommendations will achieve any specific business outcome or result.

Limitation of Liability

To the fullest extent permitted by applicable law, Klyrova Analytics shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to these Terms or the services provided, including but not limited to: loss of profits or revenue; loss of business or business opportunity; loss of data or information; damage to reputation or goodwill; cost of procurement of substitute services; or any other indirect or consequential losses, even if Klyrova Analytics has been advised of the possibility of such damages.

In no event shall Klyrova Analytics' total aggregate liability to you for any and all claims arising out of or related to these Terms or any engagement exceed the total fees actually paid by you to Klyrova Analytics in the three (3) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain types of liability. In such jurisdictions, the above limitations shall apply to the maximum extent permitted by applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless Klyrova Analytics and its officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or reliance upon any recommendation, report, or deliverable provided by Klyrova Analytics
• Your breach of any provision of these Terms
• Any inaccuracy or incompleteness in information you provide to Klyrova Analytics
• Your violation of any applicable law, regulation, or third-party right in connection with your use of our services
• Any dispute between you and a third-party technology vendor or service provider
• Any claim by a third party arising from your implementation of Klyrova Analytics' recommendations

Klyrova Analytics reserves the right to assume exclusive control over the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate fully with our defense of such claims.

Term and Termination

Term

These Terms remain in effect for the duration of any active engagement between you and Klyrova Analytics and continue thereafter with respect to any provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, and dispute resolution.

Termination for Convenience

Either party may terminate an engagement for any reason by providing thirty (30) days' written notice to the other party. In the event of termination by the Client, all fees for work completed up to the effective termination date shall remain due and payable, including all non-refundable deposits previously paid.

Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice; becomes insolvent or files for bankruptcy protection; or engages in fraudulent, illegal, or unethical conduct.

Effect of Termination

Upon termination, Klyrova Analytics will deliver to the Client all completed work product for which payment has been received. All outstanding unpaid fees for work completed become immediately due. Each party will promptly return or destroy confidential information belonging to the other party, as requested.

Dispute Resolution

Informal Resolution

In the event of any dispute arising out of or relating to these Terms or any engagement with Klyrova Analytics, the parties agree to first attempt to resolve the matter through good-faith informal negotiation. The party initiating the dispute shall provide written notice describing the issue in reasonable detail. Both parties shall designate appropriate representatives and make good-faith efforts to resolve the dispute within thirty (30) days of such notice.

Mediation

If informal negotiation fails to resolve the dispute within the specified period, the parties agree to submit the matter to non-binding mediation conducted by a mutually agreed-upon mediator in Lexington, Kentucky. The costs of mediation shall be shared equally between the parties.

Binding Arbitration

If mediation is unsuccessful, the parties agree to resolve the dispute through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted in Lexington, Kentucky. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

Governing Law

These Terms, and all matters arising out of or relating to these Terms or any engagement with Klyrova Analytics, shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of law provisions.

Subject to the dispute resolution provisions above, you consent to the exclusive personal jurisdiction of the state and federal courts located in Fayette County, Kentucky for the resolution of any disputes that are not subject to arbitration.

Modifications to Terms

Klyrova Analytics reserves the right to modify, update, or replace these Terms of Service at any time at our sole discretion. We will provide notice of material changes by updating the "Last Updated" date at the top of this document and, where practicable, by notifying active Clients via email or through other reasonable communication channels.

Your continued engagement with Klyrova Analytics after any modifications take effect constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically. If you do not agree to the modified Terms, you must discontinue use of our services and notify us in writing.

Miscellaneous Provisions

Entire Agreement

These Terms, together with any applicable Statement of Work or engagement agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings of any kind.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future. No waiver shall be effective unless made in writing and signed by the waiving party.

Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Klyrova Analytics. Klyrova Analytics may assign these Terms, or any of its rights or obligations hereunder, without restriction.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, government action, internet or telecommunications failures, or other events of force majeure. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance as soon as practicable.

Independent Contractors

The relationship between Klyrova Analytics and the Client is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties.

Contact Information

If you have any questions, concerns, or require clarification regarding these Terms of Service, please contact us through any of the following channels: