Terms and Conditions
Last updated: June 2025
These terms and conditions govern all services provided by Klyverai to clients worldwide. Reading this document before engaging any Klyverai service is your responsibility. By signing a service agreement or paying an invoice, you confirm that you have read, understood, and accepted these terms.
1. Who Are the Parties to This Agreement?
These terms form a legal agreement between Klyverai (“we”, “us”, “the agency”) and the individual or legal entity that has engaged Klyverai for services (“you”, “the client”). Klyverai is a digital agency providing web development, marketing, design, and AI development services to clients worldwide.
Klyverai operates from its registered place of business at [Registered Address]. Company registration number: [Company Registration Number].
These terms apply to every service engagement, whether initiated through a signed service agreement, a purchase order, an invoice acceptance, or a written email confirmation of a project.
2. Which Klyverai Services Do These Terms Cover?
These terms apply to all services Klyverai provides. The full list of covered services is below. Each service may have additional terms stated in the individual service agreement. Where additional terms conflict with these general terms, the individual service agreement takes precedence.
- Web Development: Custom websites and web applications built on Shopify, Next.js, WordPress, Webflow, and headless CMS platforms including Contentful, Sanity, and Strapi.
- E-Commerce Store Development: Shopify store builds, WooCommerce development, headless Shopify architectures, product feed configuration, checkout optimization, and payment gateway integrations.
- AEO and GEO: Answer Engine Optimization and Generative Engine Optimization covering structured data, FAQ schema, entity optimization, and AI Overview and LLM citation targeting.
- SEO and Digital Marketing: Technical SEO audits, on-page optimization, Core Web Vitals improvements, link acquisition, local SEO, and ongoing organic search growth programs.
- Content Creation: Blog posts, landing pages, case studies, product descriptions, email sequences, video scripts, and long-form editorial content for all digital channels.
- Brand Strategy and Branding: Brand positioning, naming, visual identity systems including logo, typography, and color, brand guidelines, and brand voice documentation.
- UI/UX Design: User research, wireframing, Figma prototypes, usability testing, conversion rate optimization, and design system creation for websites and web applications.
- AI Development: Custom AI integrations, large language model implementations, retrieval-augmented generation systems, and AI feature development for SaaS products and business applications.
- Chatbot Development: Conversational AI for customer support, lead qualification, e-commerce assistance, and internal knowledge management, built on leading LLM platforms.
- Workflow Automation: Business process automation using no-code, low-code, and custom-coded solutions including Zapier, Make, n8n, and custom API integrations.
- PPC and Paid Marketing: Google Ads search and shopping campaigns, Meta Ads, LinkedIn Ads, programmatic display, and YouTube advertising with full campaign management and reporting.
3. How Do Service Agreements and Project Scope Work?
Each engagement begins with a written scope document. This document defines the deliverables, timeline, technology stack, pricing, and payment schedule for your specific project. The scope document must be signed or approved in writing before Klyverai begins work.
Any request that falls outside the agreed scope is handled through a written change order process. Klyverai will provide a written description of the additional work, the estimated cost, and any impact on the existing timeline before proceeding. No out-of-scope work begins without written client approval of a change order.
Klyverai uses the information, content, materials, and access credentials the client provides to complete the agreed work. If the client does not provide required materials within the timeline agreed in the scope document, Klyverai reserves the right to adjust the project timeline or apply a delay fee as stated in the individual service agreement.
Oral commitments, informal conversations, and email discussions do not modify the agreed scope. All scope changes must be documented in writing and approved through the change order process.
4. What Are Klyverai’s Payment Terms?
Payment terms are stated in each individual service agreement. The following default terms apply where no alternative is specified.
Fixed-Price Projects. Fixed-price projects require a deposit before work begins. The deposit percentage is stated in the scope document and is typically between 40 and 50 percent of the total project value. Remaining balances are due at agreed milestones or on delivery of the final product.
Monthly Retainer Services. Monthly retainer services including SEO, AEO, GEO, content creation, PPC management, and social media are billed in advance at the start of each calendar month. Retainer services begin on receipt of the first monthly payment.
Invoice Payment Period. All invoices are due within 14 days of issue unless a different period is stated in the service agreement. Klyverai reserves the right to apply a late payment charge of 1.5 percent per month on invoices not settled within 30 days of the due date.
Project Pausing and Resumption. Projects paused due to outstanding invoices resume only after the client account is brought fully current. Klyverai is not liable for timeline delays resulting from payment holds.
Refund Policy. Deposits are non-refundable once work has begun. For projects cancelled before any work begins, deposits may be refunded at Klyverai’s discretion less any administrative costs incurred. Monthly retainer fees are non-refundable for the current billing period but are not charged for future periods after the service is cancelled with appropriate notice.
Currency. All invoices are issued in the currency agreed in the service agreement. For international clients, invoices are typically issued in USD or GBP. Currency conversion costs are the client’s responsibility.
5. Who Owns the Work Klyverai Produces?
On full payment of all outstanding invoices for a project, the client receives full ownership of the final deliverables produced specifically for that engagement. These deliverables include website source code written specifically for the client, approved design files, written content, and brand assets created for the client.
Klyverai retains ownership of all underlying frameworks, libraries, starter templates, proprietary methodologies, internal tools, and pre-existing code developed independently of the client engagement. Use of these underlying assets in client projects does not transfer ownership to the client.
Third-party assets used in client projects remain subject to their original license terms. These assets include typefaces, stock photography, icon libraries, WordPress plugins, Shopify apps, and any other commercially licensed software. Klyverai will inform the client of any third-party license obligations that carry ongoing costs after project delivery.
Klyverai may include the client’s project in its portfolio, case studies, and promotional materials unless the client requests otherwise in writing before project delivery. No confidential business information is disclosed in portfolio materials without explicit written consent.
The client represents and warrants that all materials, images, copy, brand assets, and other content provided to Klyverai for use in the project are owned by the client or properly licensed for the intended use. The client is responsible for any intellectual property infringement arising from materials the client provides.
6. How Does Klyverai Handle Confidential Information?
Both parties acknowledge that in the course of an engagement they may share information that is confidential and proprietary. Each party agrees to keep the other’s confidential information strictly private, to use it only for the purpose of the engagement, and not to disclose it to third parties without written consent.
Confidential information includes business strategies, financial information, customer data, technical specifications, product roadmaps, and any other information identified as confidential at the time of disclosure or that would reasonably be understood as confidential.
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party before disclosure, is received independently from a third party without restriction, or must be disclosed by law or court order.
7. What Are the Client’s Obligations During a Project?
The quality and timeliness of Klyverai’s delivery depends directly on the client providing what is needed at each stage of the project. The client agrees to the following obligations.
- Timely provision of materials. The client will provide all required content, assets, credentials, and approvals within the timelines stated in the scope document. Delays in providing materials may result in project timeline extensions and are not the responsibility of Klyverai.
- Designated point of contact. The client will designate a primary point of contact with authority to make project decisions and provide approvals on behalf of the client organization. Changes to the designated contact must be communicated to Klyverai in writing.
- Access and credentials. For projects requiring access to existing platforms such as Shopify, WordPress, Google Analytics, Google Search Console, Google Ads, or Meta Business Manager, the client will provide the necessary credentials and access permissions before work begins.
- Review and approval. The client will review deliverables and provide clear, consolidated written feedback within the review period stated in the scope document. Approval of a deliverable is deemed given if no written feedback is received within 10 business days of delivery unless a different period is stated.
- Accuracy of provided information. The client is responsible for the accuracy of all information, data, and claims included in content or materials provided to Klyverai. Klyverai is not responsible for inaccuracies in client-supplied information.
- Legal compliance. The client is responsible for ensuring that the final website, application, or marketing materials comply with all applicable laws and regulations in the jurisdictions where they are used, including advertising standards, data protection laws, and sector-specific regulations.
8. Does Klyverai Guarantee Results for SEO, Advertising, or AI Services?
Klyverai does not guarantee specific outcomes for any service. This applies explicitly to the following service categories.
SEO and AEO. Klyverai does not guarantee specific search engine rankings, organic traffic volumes, featured snippet appearances, AI Overview inclusions, or GEO citation rates. These outcomes depend on search engine algorithm decisions, competitor activity, crawl frequency, and other factors outside Klyverai’s direct control. Klyverai commits to following current search engine guidelines, applying established optimization best practices, and providing transparent monthly reporting.
PPC and Paid Marketing. Klyverai does not guarantee specific click-through rates, cost-per-acquisition figures, return on ad spend targets, or revenue outcomes from advertising campaigns managed on Google Ads, Meta Ads, LinkedIn Ads, or other platforms. Campaign performance depends on market conditions, audience behavior, platform algorithm changes, and the competitiveness of the advertising environment. Klyverai commits to applying audience and creative best practices, continuous optimization, and transparent campaign reporting.
Content and Branding. Klyverai does not guarantee that content or branding work will produce specific commercial outcomes including sales increases, lead volumes, or brand awareness metrics. Klyverai commits to producing work that meets the brief, applies current content and brand strategy principles, and passes client approval.
AI Development and Automation. AI systems and automated workflows depend on the quality and structure of input data, the capabilities and limitations of underlying AI models, and the accuracy of the specifications the client provides. Klyverai does not guarantee the accuracy of AI outputs, the uninterrupted availability of third-party AI models, or specific automation performance metrics. Klyverai commits to building systems that meet the agreed specification and perform as tested in the approved testing environment.
Web Development. Klyverai builds websites and web applications to the agreed specification and tests them against the agreed acceptance criteria. Klyverai does not guarantee that a website will achieve specific traffic, conversion, or revenue targets after launch. Post-launch performance depends on factors including marketing investment, competitive landscape, and the client’s own sales processes.
9. What Is Klyverai’s Responsibility for Third-Party Platforms and Tools?
Many Klyverai services are delivered using third-party platforms and tools. These include Shopify, WooCommerce, WordPress, Webflow, Next.js, Contentful, Sanity, Google Ads, Meta Ads, Stripe, HubSpot, and AI model providers including OpenAI and Anthropic. Klyverai is not affiliated with, endorsed by, or responsible for these third-party services.
Third-party platforms may change their pricing, features, APIs, or terms of service without notice. Klyverai is not liable for disruptions, additional costs, or required work arising from third-party platform changes after project delivery. Where a platform change materially affects an ongoing service, Klyverai will notify the client promptly and propose a course of action.
Third-party platform fees including Shopify subscription costs, WordPress plugin licenses, hosting costs, domain registration fees, advertising spend, and AI API usage fees are not included in Klyverai’s fees unless explicitly stated in the service agreement. The client is responsible for maintaining all third-party platform accounts and subscriptions after project delivery.
For advertising services, the client’s advertising spend on Google Ads, Meta Ads, or other platforms is paid directly by the client to the relevant platform. Klyverai’s management fee covers campaign setup, management, and reporting and does not include advertising spend unless a combined billing arrangement is explicitly agreed in writing.
10. How Is Liability Limited Between Klyverai and the Client?
Klyverai’s total liability to the client for any claim arising from an engagement is limited to the total fees paid by the client for the specific service that gave rise to the claim in the three months preceding the claim, or the total value of the individual project, whichever is lower.
Klyverai is not liable for indirect, consequential, special, punitive, or incidental damages including loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, reputational harm, or data loss, even if Klyverai has been advised of the possibility of such damages.
The client agrees to indemnify, defend, and hold harmless Klyverai, its directors, employees, and subcontractors from any claims, damages, losses, and expenses including reasonable legal fees arising from the client’s breach of these terms, the client’s misuse of deliverables, or any claim by a third party relating to content or materials the client provided.
Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.
11. How Can Either Party End the Service Agreement?
Either party may terminate an ongoing monthly retainer service with 30 days written notice, unless a different notice period is stated in the individual service agreement. Notice must be provided in writing by email to the contact details stated in the service agreement.
Fixed-price project agreements may only be terminated by mutual written agreement after project work has commenced. Unilateral termination of a fixed-price project by the client after work has begun does not entitle the client to a refund of the deposit or of any milestone payments already made.
On termination of any service, the client is responsible for payment of all work completed to the effective termination date. Klyverai will deliver all completed work products to the client within 14 days of the effective termination date, subject to receipt of any outstanding payments.
Klyverai reserves the right to terminate a service agreement immediately and without notice if the client is in material breach of these terms and has not remedied that breach within 7 days of written notice from Klyverai; if the client engages in conduct that Klyverai considers harmful to its reputation; if the client becomes insolvent; or if continuing the engagement would require Klyverai to violate applicable law.
Sections covering intellectual property, confidentiality, payment of outstanding amounts, liability, and governing law survive termination of this agreement.
12. How Does Klyverai Handle Data Protection and Privacy?
Klyverai processes personal data in accordance with its Privacy Policy, which is incorporated into these terms by reference. Klyverai complies with applicable data protection legislation including the UK GDPR, EU GDPR where applicable, and equivalent regulations in other jurisdictions.
For services involving access to client customer data, including e-commerce platforms with customer records, CRM systems, or advertising accounts with audience data, Klyverai acts as a data processor on behalf of the client. The client is the data controller. Both parties agree to enter into a data processing agreement where required by applicable law.
Klyverai will not use client customer data for any purpose other than delivering the agreed services. Klyverai will not share client customer data with third parties except as required to deliver the service, comply with legal obligations, or with the client’s explicit written consent.
Websites and web applications built by Klyverai are delivered with basic data protection configurations. Ensuring ongoing legal compliance with cookie consent regulations, data subject rights processes, and privacy notice requirements is the client’s responsibility after project delivery. Klyverai can provide data protection compliance consulting as a separate service.
13. Can Klyverai Change These Terms?
Klyverai may update these terms and conditions from time to time to reflect changes in its services, applicable law, or business practices. The date of the most recent update is shown at the top of this page.
For existing clients with active service agreements, material changes to these terms will be communicated by email with at least 30 days notice before they take effect. Continued use of Klyverai’s services after that notice period constitutes acceptance of the updated terms.
For new engagements, the version of these terms published on this page at the time of signing a service agreement governs that engagement. Klyverai recommends reviewing this page before entering any new service agreement.
14. Which Law Governs These Terms?
These terms and conditions and any disputes arising from them are governed by the laws of [Jurisdiction], without regard to its conflict of law provisions. Both parties submit to the exclusive jurisdiction of the courts of [Jurisdiction] for resolution of disputes arising under these terms.
Before initiating any formal legal action, both parties agree to attempt resolution through good-faith negotiation. Either party may escalate to formal mediation before commencing litigation if negotiation does not resolve the dispute within 30 days.
If any provision of these terms is found to be unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these terms will remain in full force and effect.
15. How Do You Contact Klyverai About Legal Matters?
For all legal notices and formal communications under these terms, contact Klyverai in writing at:
Klyverai [Registered Address] Company Registration Number: [Company Registration Number]
Email: legal@klyverai.com General enquiries: klyverai.com/contact
For general service questions, project discussions, and non-legal communications, use the contact form on the Klyverai website.
16. Frequently Asked Questions About These Terms
Plain-language answers to the questions clients ask most often about working with Klyverai.
What services do these terms cover? These terms cover all services Klyverai provides including web development, e-commerce store development, AEO, GEO, SEO, content creation, branding, UI/UX design, AI development, chatbot development, workflow automation, and PPC and paid marketing. Each service type is described in Section 2 of these terms.
Who owns the work after Klyverai builds it? On full payment of all outstanding invoices, the client owns the final deliverables produced specifically for their project. Klyverai retains ownership of underlying frameworks, libraries, templates, and proprietary tools. Third-party assets remain subject to their original license terms. Full details are in Section 5.
How does Klyverai handle changes to the project scope? All scope changes go through a written change order process. Klyverai provides a written description of the additional work, the estimated cost, and any timeline impact before beginning out-of-scope work. No additional charges are applied without written client approval of a change order. Details are in Section 3.
What are the payment terms? Fixed-price projects require a deposit before work begins with remaining balances due at milestones or on delivery. Monthly retainer services are billed in advance at the start of each month. Invoices are due within 14 days of issue. Full payment terms are in Section 4.
Does Klyverai guarantee SEO rankings or advertising results? No. Klyverai does not guarantee specific rankings, traffic volumes, AI Overview inclusions, advertising conversion rates, or revenue outcomes. These outcomes depend on factors outside Klyverai’s control including search engine algorithms, competitor activity, and market conditions. Klyverai commits to best practices, continuous optimization, and transparent reporting. Section 8 covers this in full.
How can either party end the engagement? Either party can end a monthly retainer service with 30 days written notice. Fixed-price project agreements can only be terminated by mutual written agreement after work has commenced. On termination, the client pays for all work completed to the termination date. Section 11 covers termination in full.
A Note Before Engaging Klyverai
These terms are written to be clear and readable. They are not a substitute for independent legal advice. If you have specific legal questions about your engagement with Klyverai, we recommend consulting a solicitor or attorney in your jurisdiction before signing a service agreement. For questions about how these terms apply to your project, contact us directly.
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