Last Updated: November 24, 2025
These Terms and Conditions ("Terms") govern the provision of consulting services by Kaiban Agency LLC ("Company", "we", "us", or "our") to clients ("Client", "you", or "your"). By engaging our services, you agree to be bound by these Terms.
Kaiban Agency provides professional consulting services in the education sector. All services are provided subject to these terms and conditions, which form a binding agreement between the client and Kaiban Agency LLC. Services include, but are not limited to, curriculum development, performance analytics, faculty development, strategic planning, accreditation support, and technology integration.
The scope of services, deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW) for each engagement. Both parties must sign the SOW before work commences. Any changes to the agreed scope must be documented in writing and signed by both parties. Additional services or changes to the scope may result in additional fees.
Payment terms will be specified in the SOW. Typically, a 50% deposit is required upon signing, with the balance due upon project completion or according to milestone schedules as outlined in the SOW. Invoices are due within 30 days of the invoice date unless otherwise specified. Late payments may incur interest charges of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. All fees are exclusive of applicable taxes, which are the client's responsibility.
Both parties agree to maintain confidentiality of all proprietary and sensitive information shared during the engagement, including but not limited to business strategies, student data, financial information, and institutional plans. This obligation survives the termination of the agreement for a period of five (5) years. Each party will take reasonable measures to protect confidential information and will only disclose such information to employees or contractors who have a legitimate need to know.
Upon full payment, all deliverables and work products created specifically for the client become the client's property. Kaiban Agency retains ownership of its methodologies, frameworks, templates, tools, and pre-existing materials. The client is granted a non-exclusive, non-transferable license to use any of our pre-existing materials incorporated into the deliverables solely for their internal business purposes.
Kaiban Agency's liability is limited to the total fees paid for the specific engagement in which the claim arises. We are not liable for indirect, consequential, incidental, special, or punitive damages arising from our services, including but not limited to loss of profits, loss of data, or loss of business opportunities. This limitation applies regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.
The client agrees to provide timely access to information, personnel, and resources necessary for Kaiban Agency to perform the services. The client is responsible for making decisions and taking actions based on our recommendations. Delays in providing necessary information or feedback may result in project delays and potential additional fees. The client represents and warrants that all information provided to us is accurate and complete.
Kaiban Agency warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. However, we make no warranties regarding specific outcomes or results. All services are provided "as is" without any other warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. We do not guarantee that our recommendations will achieve any particular result.
Either party may terminate the agreement with 30 days written notice. The client remains responsible for payment of all services rendered up to the termination date, including work in progress calculated on a pro-rata basis. Upon termination, Kaiban Agency will deliver all completed work products and the client will pay for all outstanding invoices. Termination does not relieve either party of obligations incurred prior to termination.
Kaiban Agency is an independent contractor and not an employee, agent, or partner of the client. Nothing in these Terms creates an employment, agency, or partnership relationship. We are solely responsible for all taxes, insurance, and benefits for our employees and contractors. We retain the right to control the manner and means by which our services are performed.
Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, pandemics, government actions, or failure of internet or telecommunications infrastructure. The affected party will notify the other party promptly and make reasonable efforts to minimize the impact.
Any disputes arising from these Terms or the services provided shall first be attempted to be resolved through good faith negotiations between the parties. If negotiations fail, disputes shall be resolved through binding arbitration in accordance with the American Arbitration Association rules. The arbitration shall take place in Delaware, and the decision of the arbitrator shall be final and binding.
These terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any legal action or proceeding relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware, and both parties consent to the jurisdiction of such courts.
Kaiban Agency reserves the right to modify these Terms at any time. Changes will be effective upon posting to our website or notification to clients. Continued use of our services after changes constitutes acceptance of the modified Terms. For existing engagements, changes will apply to services commenced after the effective date of the changes, unless otherwise agreed in writing.
These Terms, together with any SOW and other documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, or representations, whether written or oral. No modification or waiver of these Terms shall be effective unless in writing and signed by both parties.
For questions regarding these Terms and Conditions, please contact us at:
Kaiban Agency LLC
Email: KaibanAgency@outlook.com