KSG Wise
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Terms of Service

Last Updated: March 23, 2026

Welcome to KSG Wise, operated by Ksg Consultant Inc. ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website, services, and any related applications or platforms (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES.

Table of Contents

  1. Acceptance of Terms
  2. Description of Services
  3. Eligibility and Account Registration
  4. Use of Services
  5. Client Obligations
  6. Service Agreements and Contracts
  7. Fees and Payment
  8. Intellectual Property Rights
  9. Confidentiality
  10. Warranties and Disclaimers
  11. Limitation of Liability
  12. Indemnification
  13. Term and Termination
  14. Data Protection and Privacy
  15. Third-Party Services and Links
  16. Dispute Resolution
  17. Governing Law and Jurisdiction
  18. Changes to Terms
  19. General Provisions
  20. Contact Information

1. Acceptance of Terms

By accessing our website at www.ksgwise.hair, engaging our services, or communicating with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations.

These Terms constitute a legally binding agreement between you and Ksg Consultant Inc. 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 such entity to these Terms.

We reserve the right to modify these Terms at any time. Your continued use of our Services after any such changes constitutes your acceptance of the new Terms.

2. Description of Services

KSG Wise provides professional computer systems design and technical consulting services, including but not limited to:

2.1 Core Services

  • Computer integrated systems design and architecture
  • Software development and custom application design
  • System integration and implementation
  • Technical consulting and advisory services
  • Scientific and technical research services
  • Specialized design services
  • Cloud migration and infrastructure services
  • Security audits and compliance consulting
  • Data analytics and business intelligence solutions
  • DevOps and automation services

2.2 Service Delivery

Services may be delivered through various means including:

  • On-site consulting and implementation
  • Remote collaboration and support
  • Project-based engagements
  • Retainer agreements
  • Training and knowledge transfer

2.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of our Services.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these requirements.

3.2 Account Information

When you engage our services or create an account, you agree to:

  • Provide accurate, current, and complete information
  • Maintain and promptly update your information
  • Maintain the security and confidentiality of your account credentials
  • Notify us immediately of any unauthorized use of your account
  • Accept responsibility for all activities that occur under your account

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion.

4. Use of Services

4.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. You agree not to use our Services:

  • In any way that violates any applicable federal, provincial, state, local, or international law or regulation
  • To transmit or procure the sending of any advertising or promotional material without our prior written consent
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity
  • To engage in any conduct that restricts or inhibits anyone's use or enjoyment of our Services
  • To introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful

4.2 Prohibited Activities

You specifically agree not to:

  • Use our Services in any manner that could disable, overburden, damage, or impair our systems
  • Use any robot, spider, or other automatic device to access our Services
  • Attempt to gain unauthorized access to any portion of our Services or systems
  • Interfere with or disrupt the integrity or performance of our Services
  • Reverse engineer, decompile, or disassemble any aspect of our Services
  • Remove or modify any proprietary notices or labels
  • Use our Services to compete with us or develop competing products or services

5. Client Obligations

When engaging our services, you agree to:

5.1 Cooperation

  • Provide timely access to necessary systems, data, and personnel
  • Respond promptly to requests for information or decisions
  • Designate appropriate personnel to work with our team
  • Provide accurate and complete information about your requirements

5.2 Resources and Access

  • Provide necessary access to facilities, systems, and networks
  • Ensure availability of required hardware, software, and infrastructure
  • Maintain appropriate security credentials and access controls
  • Provide a safe working environment for on-site engagements

5.3 Compliance

  • Ensure compliance with all applicable laws and regulations
  • Obtain necessary licenses and permissions for software and systems
  • Maintain appropriate data backups and disaster recovery procedures
  • Comply with our security and confidentiality requirements

6. Service Agreements and Contracts

6.1 Statement of Work

Specific services will be governed by a Statement of Work (SOW) or similar agreement that outlines:

  • Scope of services and deliverables
  • Project timeline and milestones
  • Fees and payment terms
  • Acceptance criteria and procedures
  • Change management process
  • Specific terms and conditions

6.2 Precedence

In the event of any conflict between these Terms and a specific SOW or contract, the SOW or contract shall take precedence with respect to the specific services covered by that agreement.

6.3 Amendments

Any amendments to service agreements must be made in writing and signed by authorized representatives of both parties.

7. Fees and Payment

7.1 Fees

Fees for our services will be specified in the applicable SOW or contract. Unless otherwise stated, all fees are:

  • Quoted in Canadian Dollars (CAD) or US Dollars (USD)
  • Exclusive of applicable taxes, duties, and charges
  • Non-refundable except as expressly provided in the applicable agreement

7.2 Payment Terms

  • Invoices are payable within 30 days of the invoice date unless otherwise specified
  • Late payments may be subject to interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less
  • We reserve the right to suspend services for non-payment
  • You are responsible for all costs of collection, including reasonable attorney fees

7.3 Expenses

Unless otherwise agreed, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing services, including:

  • Travel and accommodation
  • Third-party software licenses or subscriptions
  • Specialized equipment or tools
  • Subcontractor fees (if pre-approved)

7.4 Taxes

You are responsible for all applicable taxes, including sales tax, use tax, value-added tax (VAT), goods and services tax (GST), and harmonized sales tax (HST), except for taxes based on our net income.

8. Intellectual Property Rights

8.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof (collectively, "Content"), are owned by Ksg Consultant Inc. or our licensors and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes.

8.3 Client Intellectual Property

You retain all rights to your pre-existing intellectual property. By engaging our services, you grant us a limited license to use your intellectual property solely for the purpose of providing the agreed services.

8.4 Work Product

Ownership of work product created during service delivery will be specified in the applicable SOW or contract. Typically:

  • Custom Deliverables: Ownership transfers to you upon full payment, subject to our right to retain and use for portfolio purposes
  • Pre-existing Materials: We retain ownership of our pre-existing methodologies, tools, and frameworks
  • Third-Party Components: Subject to applicable third-party licenses

8.5 Restrictions

You may not:

  • Reproduce, distribute, modify, or create derivative works of our Content without written permission
  • Remove or alter any copyright, trademark, or other proprietary notices
  • Use our trademarks, service marks, or logos without prior written consent
  • Frame or mirror any part of our Services without prior written authorization

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be considered confidential given the nature of the information and circumstances of disclosure.

9.2 Obligations

Each party agrees to:

  • Maintain the confidentiality of the other party's Confidential Information
  • Use Confidential Information only for the purposes of the service relationship
  • Limit disclosure to employees and contractors who need to know
  • Protect Confidential Information with the same degree of care used for its own confidential information, but no less than reasonable care

9.3 Exceptions

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of these Terms
  • Was rightfully known prior to disclosure
  • Is rightfully received from a third party without breach of confidentiality obligations
  • Is independently developed without use of Confidential Information
  • Must be disclosed pursuant to law or court order (with prior notice if legally permissible)

9.4 Duration

Confidentiality obligations survive termination of the service relationship for a period of five (5) years.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

  • Services will be performed in a professional and workmanlike manner consistent with industry standards
  • We have the necessary skills, expertise, and resources to perform the services
  • Services will comply with applicable laws and regulations
  • We have the right to provide the services and deliverables

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN APPLICABLE SOW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

  • Our Services will meet your specific requirements or expectations
  • Our Services will be uninterrupted, timely, secure, or error-free
  • Results obtained from use of our Services will be accurate or reliable
  • Any errors in our Services will be corrected

10.3 Third-Party Products

We make no warranties regarding third-party products, software, or services that may be recommended or integrated as part of our services. Such products are subject to their respective licenses and warranties.

11. Limitation of Liability

11.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KSG CONSULTANT INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

  • Loss of profits, revenue, or business opportunities
  • Loss of data or information
  • Business interruption
  • Loss of goodwill or reputation
  • Cost of substitute services

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions

The limitations in this section do not apply to:

  • Our obligations under Section 12 (Indemnification)
  • Our gross negligence or willful misconduct
  • Violations of intellectual property rights
  • Breaches of confidentiality obligations
  • Liabilities that cannot be limited by applicable law

11.4 Basis of the Bargain

You acknowledge that the limitations of liability in this section are fundamental elements of the basis of the bargain between you and us, and that we would not be able to provide services on an economically reasonable basis without these limitations.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Ksg Consultant Inc., its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

  • Your use of our Services
  • Your violation of these Terms
  • Your violation of any rights of another party
  • Your violation of any applicable laws or regulations
  • Your negligence or willful misconduct
  • Content or data you provide to us

12.2 Our Indemnification

We agree to indemnify you against third-party claims that our Services or deliverables infringe a third party's intellectual property rights, provided that:

  • You promptly notify us in writing of the claim
  • We have sole control of the defense and settlement
  • You provide reasonable cooperation in the defense

12.3 Remedies

If our Services are found to infringe, we may, at our option:

  • Obtain the right for you to continue using the Services
  • Replace or modify the Services to make them non-infringing
  • Terminate the applicable services and refund prepaid fees for the infringing portion

13. Term and Termination

13.1 Term

These Terms commence when you first access our Services and continue until terminated in accordance with this section.

13.2 Termination by You

You may terminate these Terms at any time by:

  • Ceasing all use of our Services
  • Providing written notice of termination
  • Complying with any termination provisions in applicable service agreements

13.3 Termination by Us

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including:

  • Breach of these Terms
  • Non-payment of fees
  • Fraudulent or illegal activity
  • At our discretion for any other reason

13.4 Effect of Termination

Upon termination:

  • Your right to use our Services immediately ceases
  • You must pay all outstanding fees and expenses
  • We will deliver completed work product (upon full payment)
  • Each party must return or destroy the other party's Confidential Information
  • Provisions that by their nature should survive termination will survive

13.5 Survival

The following sections survive termination: Fees and Payment, Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law.

14. Data Protection and Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our Privacy Policy.

14.1 Data Processing

When we process personal data on your behalf, we act as a data processor and you act as the data controller. We will:

  • Process data only in accordance with your documented instructions
  • Implement appropriate technical and organizational security measures
  • Assist you in meeting your data protection obligations
  • Delete or return data upon termination (unless required to retain by law)

14.2 Compliance

We comply with applicable data protection laws, including:

  • Personal Information Protection and Electronic Documents Act (PIPEDA)
  • General Data Protection Regulation (GDPR) where applicable
  • California Consumer Privacy Act (CCPA) where applicable

15. Third-Party Services and Links

15.1 Third-Party Services

Our Services may integrate with or rely on third-party services, software, or platforms. Your use of third-party services is subject to their respective terms and conditions.

15.2 Third-Party Links

Our website may contain links to third-party websites. We are not responsible for the content, privacy policies, or practices of third-party websites.

15.3 No Endorsement

The inclusion of any link does not imply endorsement by us of the linked site or any association with its operators.

16. Dispute Resolution

16.1 Informal Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to first attempt to resolve the dispute through good faith negotiations.

16.2 Mediation

If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to attempt to resolve the dispute through mediation before a mutually agreed mediator.

16.3 Arbitration

If mediation is unsuccessful, any remaining dispute shall be resolved by binding arbitration in accordance with the Arbitration Act (Ontario) or applicable arbitration rules.

16.4 Exceptions

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information without first engaging in the dispute resolution process.

17. Governing Law and Jurisdiction

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

17.2 Jurisdiction

Subject to the dispute resolution provisions above, the parties submit to the exclusive jurisdiction of the courts of Ontario for any legal proceedings.

17.3 Waiver of Jury Trial

To the extent permitted by law, each party waives any right to a jury trial in any proceeding arising out of or related to these Terms.

18. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

  • Posting the revised Terms on our website
  • Updating the "Last Updated" date
  • Sending email notification for significant changes

Your continued use of our Services after changes are posted constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using our Services.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable SOW or contract, constitute the entire agreement between you and us regarding our Services and supersede all prior agreements and understandings.

19.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

19.3 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

19.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

19.5 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or government actions.

19.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

19.7 Notices

All notices must be in writing and sent to the addresses specified in Section 20. Notices are deemed received when delivered personally, sent by confirmed email, or three days after mailing by certified mail.

19.8 Export Compliance

You agree to comply with all applicable export and import control laws and regulations.

19.9 Language

These Terms are drafted in English. Any translation is provided for convenience only. In case of conflict, the English version prevails.

20. Contact Information

For questions about these Terms or to provide notices, please contact us:

Ksg Consultant Inc.
Attn: Legal Department
881 Nashville Road
KLEINBURG, L0J 1C0
Canada

Email: contact@ksgwise.hair
Phone: +1 (391) 200-1455
Website: www.ksgwise.hair

Effective Date: March 23, 2026

Version: 1.0

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

KSG Wise

Professional computer systems design and technical consulting services.

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Ksg Consultant Inc.
881 Nashville Road
KLEINBURG, L0J 1C0
Canada

Email: contact@ksgwise.hair
Phone: +1 (391) 200-1455

© 2026 Ksg Consultant Inc. All rights reserved.