Terms of Service

  • Home
  • Terms of Service

Terms of Service

Effective Date:

July 8, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING LEGAL AGREEMENT.

These Terms of Service ("Terms") govern the legal relationship between Blue Warden Consulting Ltd. ("Blue Warden," "we," "us," or "our") and you, the business entity, and your authorized representatives, employees, and agents who are using our services ("Client," "you," or "your").

By accessing our website, using our services, or signing a Statement of Work that references these Terms, you agree to be bound by this Agreement. If you do not agree to these Terms, you may not use our services.

1. Description of Services

Blue Warden provides cyber security consulting, assessment, and advisory services ("Services"). The specific scope of Services, deliverables, and fees for your engagement will be detailed in a separate Statement of Work ("SOW") or other written agreement, which is incorporated into these Terms by reference.

2. Client Responsibilities and Accounts

To use our Services, you may be required to provide information about your business and personnel. You agree to:

  • Provide accurate, current, and complete information as requested.
  • Maintain the security of any account credentials.
  • Be solely responsible for all activities that occur under your account.
  • Notify us immediately of any unauthorized use of your account or any other breach of security.

3. SMS/Text Message Communications (A2P Compliance)

As an integral part of our Services, we may send SMS/text messages to the mobile phone numbers provided by you for your employees or agents. These messages are for essential service-related purposes, including but not limited to: security alerts, project status updates, appointment reminders, and multi-factor authentication.

a. Client Warranty of Consent

You represent and warrant that you have obtained all necessary and legally required prior express written consent from any of your employees, agents, or representatives before providing their mobile phone number to us. You acknowledge that you are solely responsible for ensuring that these individuals have agreed to receive service-related SMS messages from Blue Warden on your behalf.

b. Opt-Out and Message Management

Any individual may opt-out of receiving SMS messages at any time by replying "STOP" to any message they receive. For help, they may reply "HELP". You agree to inform your personnel of these rights. Further details on data handling are available in our Privacy Policy.

c. Indemnification for SMS Consent

You agree to indemnify, defend, and hold harmless Blue Warden, its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your breach of the warranty of consent in Section 3(a). This includes any claims brought by your personnel under Canada's Anti-Spam Legislation (CASL) or other applicable laws.

4. Fees and Payment

You agree to pay all fees for the Services as specified in the applicable SOW. Unless otherwise stated, all fees are quoted in Canadian Dollars. Invoices are due upon receipt and shall be paid within thirty (30) days, or as otherwise stated. Late payments may be subject to interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information ("Confidential Information") disclosed by the other party. This includes business strategies, client lists, technical data, and the content of our reports and deliverables. Each party agrees not to use the other's Confidential Information for any purpose other than the performance of the Services and not to disclose it to any third party without prior written consent, except as required by law.

6. Intellectual Property

We retain all rights, title, and interest in and to our pre-existing intellectual property, including our methodologies, tools, software, and documentation. You retain all rights to your own pre-existing intellectual property and Confidential Information.

Upon full payment for the Services, we grant you a non-exclusive, perpetual, royalty-free license to use any reports, analyses, or other deliverables ("Work Product") provided to you for your internal business purposes only. You may not publish, resell, or distribute the Work Product without our prior written consent.

7. Term and Termination

This Agreement commences on the Effective Date and continues until all Services under all SOWs have been completed. Either party may terminate this Agreement or an SOW for cause if the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice.

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BLUE WARDEN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLUE WARDEN OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO BLUE WARDEN UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Governing Law and Dispute Resolution

This Agreement 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 its conflict of law principles. The parties agree that the exclusive jurisdiction and venue for any legal action arising out of this Agreement shall be the courts located in Calgary, Alberta.

11. General Provisions

  • Entire Agreement: These Terms, together with any SOWs and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements.
  • Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
  • Waiver: The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
  • Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

12. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Blue Warden Consulting Ltd.
Email: info@bluewarden.ca