Terms of Service

1. Agreement to Terms

By creating an account, clicking “I agree,” or otherwise accessing or using the services provided by Clayton Generation Technologies Inc. and its operating subsidiary ClayGen Consulting Inc., doing business as ClayGen (“ClayGen”, “we”, “us”, or “our”), you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy.

These Terms are commercial terms intended for business-to-business use. Our services are designed for Canadian businesses and organizations, not individual consumers. By accepting these Terms, you confirm that you are entering into this agreement in a commercial capacity on behalf of a business or organization.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, do not use our services.

2. Services

2.1 Service Description

ClayGen provides technology services including but not limited to:

• Managed IT support and helpdesk
• Microsoft 365 security monitoring and management
• Cybersecurity services (EDR, email security, dark web monitoring, training)
• ClayGen Connect operations platform (CRM, service desk, scheduling, HR, field operations, marketing, dashboards, AI)
• Microsoft 365 license provisioning (as a CSP partner)
• Device management and endpoint security
• IT consulting and strategy

2.2 Service Availability

We strive to maintain high availability of our services but do not guarantee uninterrupted access. We may perform maintenance that temporarily affects service availability, with reasonable notice when possible. Our target uptime is 99.9% for the platform, excluding scheduled maintenance windows.

2.3 Third-Party Services

Our platform integrates with third-party services (Stripe for payments, Clerk for authentication, Microsoft for M365, etc.). Your use of these services is subject to their respective terms and privacy policies. We are not responsible for the practices or availability of third-party services.

3. Account Responsibility

You are responsible for: (a) maintaining the confidentiality of your account credentials, (b) all activities that occur under your account, (c) promptly notifying us of any unauthorized use of your account, and (d) ensuring that authorized users within your organization comply with these Terms.

4. Managed IT Services Terms

The following terms apply specifically to managed IT services, security monitoring, and technology management services.

4.1 Scope of Managed Services

Our managed IT services include monitoring, alerting, configuration management, and advisory support for your technology environment. These services are designed to reduce risk, not eliminate it.

• Security monitoring detects and alerts on known threat patterns but cannot guarantee detection of all threats
• Security assessments and scores are advisory in nature and represent a point-in-time evaluation
• Security awareness training is educational. Completion does not guarantee employees will not fall victim to actual attacks
• Backup monitoring verifies that backups are running as configured. We are not responsible for the completeness or recoverability of backups managed by third-party solutions

4.2 No Guarantee Against Data Loss or Security Breaches

While we implement industry-standard practices, no managed service provider can guarantee the prevention of all data loss, security breaches, ransomware attacks, unauthorized access, or system failures. You acknowledge that cyber threats evolve constantly and security depends on factors outside our control.

4.3 Access to Your Environment

To provide managed services, you grant ClayGen administrative access to your Microsoft 365 tenant, devices, and other systems as required. Administrative access is managed through Microsoft GDAP (Granular Delegated Admin Privileges) with least-privilege principles. You may revoke access at any time, but doing so may prevent us from delivering managed services.

5. Client Responsibilities

5.1 Security Responsibilities

• Maintaining your own independent data backups
• Implementing security recommendations in a timely manner
• Ensuring employees complete assigned security awareness training
• Reporting suspected security incidents promptly (within 24 hours of discovery)
• Maintaining strong passwords and multi-factor authentication
• Keeping devices and software updated as recommended

5.2 Cooperation

• Providing accurate and complete information about your IT environment
• Responding to service requests and security alerts in a timely manner
• Notifying ClayGen of changes to your IT environment
• Maintaining a current list of authorized users and administrators

6. Payment Terms

Fees are billed monthly in Canadian dollars (CAD). Applicable taxes (GST/HST/PST) will be added based on your province. Payment is processed securely through Stripe. If payment is not received within 15 days of the due date, we may suspend access until payment is received. We may adjust pricing with at least 30 days written notice.

7. Cancellation and Termination

You may cancel your services at any time with 30 days written notice to support@claygen.ca. Upon cancellation:

• You will retain access until the end of your current billing period
• We will assist with data export upon request (available for 30 days after cancellation)
• Microsoft 365 licenses can be transferred to another CSP provider
• No refunds are provided for partial months

We may suspend or terminate your account if you violate these Terms, fail to pay fees after notice, or engage in activity that threatens the security of our platform.

8. Acceptable Use

You agree not to:

• Use our services for any unlawful purpose
• Attempt to gain unauthorized access to our systems or other clients' data
• Interfere with or disrupt our services or infrastructure
• Resell, sublicense, or redistribute our services without authorization
• Reverse engineer, decompile, or attempt to extract the source code of our platform

9. Data and Privacy

You retain ownership of all data you upload, create, or provide through our services. By using our services, you grant us a limited license to process your data solely to provide the services you have requested. We process your data in accordance with our Privacy Policy. Your data is stored primarily in Canada (AWS ca-central-1, Montreal). Upon request, we will provide an export of your data in a commonly used format within 30 days.

10. Intellectual Property

The ClayGen platform, including ClayGen Connect, its design, features, code, documentation, and branding, is owned by Clayton Generation Technologies Inc. and protected by Canadian and international intellectual property laws. Your service agreement grants you a non-exclusive, non-transferable right to use the platform for its intended purpose during the term of your engagement.

11. Warranty Disclaimer

This disclaimer does not affect any warranties that cannot be excluded or limited under applicable Canadian law.

12. Limitation of Liability

To the maximum extent permitted by Canadian law:

• ClayGen shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or reputational harm
• Our total aggregate liability shall not exceed the fees paid by you in the twelve (12) months preceding the claim

Nothing in these Terms excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot be excluded under applicable Canadian law.

13. Indemnification

You agree to indemnify and hold harmless ClayGen, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of our services, your violation of these Terms, or your violation of any third-party rights.

14. Dispute Resolution

If a dispute arises, we encourage you to first contact us at support@claygen.ca to seek an informal resolution. If we cannot resolve the dispute informally within 30 days, either party may pursue formal resolution.

15. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be resolved in the courts of Ontario.

16. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and ClayGen
• Severability: If any provision is found invalid, the remaining provisions continue in full force
• Waiver: Our failure to enforce any provision does not constitute a waiver
• Assignment: You may not assign your rights without our consent. We may assign ours in connection with a merger, acquisition, or sale of assets
• Force Majeure: Neither party is liable for failure to perform due to circumstances beyond reasonable control
• Changes to Terms: We may modify these Terms with at least 30 days notice. Continued use constitutes acceptance

17. Contact

For questions about these Terms, please contact us: