Terms of Service
Effective Date: August 23, 2026
These terms are offered by Kempbell Consulting LLC, a Washington limited liability company and a Kempbell Industries company ("we", "us", or "our"). By engaging our services, you agree to them.
1. Services
We provide software consulting services, including infrastructure design, DevOps, automation, AI and machine learning feature development, full-stack development, and website, marketing, and technology services for small businesses.
2. Written Agreements Come First
Every engagement is scoped and quoted in writing before work starts. If a signed proposal, statement of work, or other written agreement covers your engagement, that document governs and takes precedence over these terms wherever the two differ.
3. Ownership
Unless otherwise agreed in writing:
- All custom code, documentation, and materials created for you are your property upon full payment.
- We retain ownership of our pre-existing code, tools, and general know-how. Where any of it is embedded in your deliverables, you receive a perpetual license to use it as part of them.
- We do not retain rights to your deliverables, your data, or your confidential information.
4. Payment Terms
Invoices are due upon receipt unless your written quote says otherwise. If an invoice goes unpaid past its due date, we may pause work until the account is current. Ownership of deliverables transfers on full payment, as described above.
5. Confidentiality
We treat all client information as confidential, whether or not an NDA is in place. We are glad to sign your NDA before any detailed conversation.
6. Warranty and Liability
We perform all services with professional skill and care. Beyond that, services and deliverables are provided as-is, and we make no other warranties, express or implied.
To the fullest extent permitted by law, we are not liable for indirect, incidental, or consequential damages, and our total liability for any engagement is limited to the fees you paid for that engagement.
7. Independent Contractor
We work as an independent contractor. Nothing in an engagement creates an employment, partnership, or joint venture relationship between us and any client.
8. Termination
Either party may end an engagement with written notice. Payment is due for all work completed up to that point, and we will hand over all work products the payments cover.
9. Governing Law
These terms are governed by the laws of the State of Washington. Any dispute that cannot be resolved directly will be handled in the state or federal courts located in Washington.
10. Changes to These Terms
We may update these terms from time to time. Changes appear on this page with a new effective date and apply to engagements that start after that date.