These Terms of Service ("Terms") are entered into between Jylvaris Consulting LLP, a consulting firm registered in Canada with VAT number 815049372 RT 0001, with principal place of business at 161 Bay St., Toronto, ON M5J 2S1, Canada ("Company," "we," "us," or "our"), and you ("Client," "you," or "your").
By engaging with our services, accessing our website, or entering into a consulting agreement with us, you agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you may not use our services. We reserve the right to modify these Terms at any time, and such modifications shall be effective upon posting to our website.
Jylvaris Consulting LLP provides strategic consulting services that combine corporate psychology with practical business strategy. Our services include but are not limited to:
Services are provided on a project basis as mutually agreed upon in individual service agreements. The scope, timeline, and deliverables for each engagement shall be detailed in a separate Statement of Work (SOW) or engagement letter.
All fees and payment terms shall be specified in the individual engagement letter or SOW for each project. Unless otherwise stated:
We reserve the right to suspend services if payment is more than fifteen (15) days overdue, and to pursue legal remedies for collection of unpaid invoices, including reasonable attorney fees and court costs.
Company IP: All methodologies, frameworks, tools, templates, and processes developed by the Company prior to or independently of any engagement remain the exclusive property of Jylvaris Consulting LLP. You are granted a non-exclusive, non-transferable license to use such materials solely for the purposes of the engagement.
Work Product: Reports, analyses, recommendations, and deliverables specifically created for you during an engagement ("Work Product") shall be considered work made for hire. Upon payment in full, we grant you a non-exclusive right to use the Work Product internally for the purposes described in the engagement letter. You may not modify, reproduce, or distribute the Work Product without our prior written consent.
Client Materials: You retain all intellectual property rights in materials, data, and information provided to us ("Client Materials"). You grant us a limited, revocable license to use Client Materials solely for performing the engagement and improving our services.
Both parties agree to maintain strict confidentiality regarding all non-public information exchanged during the engagement, including but not limited to business strategies, financial data, employee information, and proprietary processes. This obligation survives termination of the engagement for a period of three (3) years, except as required by law or court order.
The Company may use general, anonymized learnings and methodologies gained from the engagement to develop case studies and improve our service offerings, provided that no confidential client information is disclosed.
Confidential information does not include information that: (a) is publicly available through no breach of these Terms; (b) is rightfully received by either party from a third party without breach of any confidentiality obligation; (c) is independently developed without reference to confidential information; or (d) is required to be disclosed by law or regulation, provided the disclosing party provides prompt written notice to allow for protective measures.
Disclaimer: The Company provides its services on an "as is" basis. We make no warranties, express or implied, regarding the results of our consulting services. While we endeavor to provide accurate, thoughtful recommendations based on our professional expertise, we cannot guarantee specific outcomes, financial results, or business improvements.
Limitation: To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost business opportunity, or data loss, arising from or related to these Terms or the services provided, even if the Company has been advised of the possibility of such damages.
The Company's total liability under any engagement shall not exceed the total fees paid by you for that engagement. Some jurisdictions do not permit the exclusion of certain warranties or limitation of liability, so some of these limitations may not apply to you.
You represent and warrant that:
We represent and warrant that we have the professional qualifications and expertise to deliver the services described in the engagement letter, and we shall perform such services in a professional and timely manner consistent with industry standards.
Either party may terminate an engagement upon thirty (30) days' written notice to the other party. Upon termination, you shall pay for all services rendered up to the termination date, including reasonable wind-down costs. Work in progress shall be invoiced on a pro-rata basis.
The Company may immediately terminate services without notice if you materially breach these Terms and fail to cure such breach within fifteen (15) days of written notice, or if your conduct becomes unethical, illegal, or harmful to the Company's professional standing.
Upon termination, all confidentiality obligations remain in effect, and you shall return or destroy all Company materials as directed.
You agree to:
We are committed to protecting personal data in accordance with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and the General Data Protection Regulation (GDPR) where applicable. Our Privacy Policy, available at office@jylvaris.bond, details how we collect, use, and protect personal information.
You shall ensure that all personal data provided to us has been collected lawfully and that individuals have consented to its disclosure to us. We shall process personal data only for the purposes of delivering the engagement and as required by law.
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from or related to:
Informal Resolution: In the event of any dispute arising from these Terms or our engagement, the parties agree to attempt to resolve the matter through good-faith negotiation and discussion.
Mediation: If informal resolution fails, either party may initiate non-binding mediation in Toronto, Ontario, with costs shared equally by both parties.
Governing Law and Jurisdiction: These Terms and any engagement shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of law principles. Both parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, for the resolution of any disputes.
The Company maintains professional liability insurance covering our consulting services. Upon request, we shall provide proof of current insurance coverage. This insurance does not create any obligation beyond the limitations of liability stated in Section 6.
The Company is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency relationship between the parties. Our consultants are not employees of your organization and are not entitled to employee benefits.
You represent that your organization and its operations comply with all applicable laws, regulations, and licensing requirements. You agree not to engage us to perform services that would violate any law, regulation, or professional ethical standard. The Company reserves the right to decline or terminate an engagement if we have reason to believe it violates legal or ethical standards.
These Terms, together with any applicable engagement letter, Statement of Work, and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior negotiations, representations, and agreements. Any amendment or modification must be made in writing and signed by both parties.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
No waiver of any provision or breach of these Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.
For questions, concerns, or notices regarding these Terms, please contact:
Jylvaris Consulting LLP
161 Bay St., Toronto, ON M5J 2S1
Canada
Email: office@jylvaris.bond
Phone: +1 416 364 2239
VAT: 815049372 RT 0001
Last Updated: January 2026. These Terms of Service are subject to change at any time. Your continued use of our services constitutes acceptance of any modifications. We recommend reviewing these Terms periodically for updates.