Legal

Terms of Service

Qorban Consulting LLC

Effective Date: July 28, 2026 Last Updated: July 28, 2026

1. Who We Are and What These Terms Cover

Qorban Consulting LLC ("Qorban," "we," "us," "our") is a limited liability company organized under the laws of the State of Tennessee.

These Terms of Service ("Terms") govern:

  1. Your use of our website at www.qorbanconsulting.com and any related pages, forms, or content (the "Site"); and
  2. The general framework under which we provide consulting, implementation, software, and related professional services (the "Services").

By accessing the Site or engaging us for Services, you agree to these Terms. If you do not agree, do not use the Site or engage us.

Section 2 controls in the event of conflict. Read it.

2. These Terms Do Not Replace a Signed Agreement

These Terms are a baseline. They are not a substitute for a signed agreement.

Paid Services are governed by a separate written Master Services Agreement ("MSA") and one or more Statements of Work ("SOW") signed by both parties, together with any applicable Data Processing Addendum ("DPA").

If any term of a signed MSA, SOW, or DPA conflicts with these Terms, the signed document controls for that engagement. Where a signed agreement is silent, these Terms fill the gap.

Proposals, estimates, scoping documents, decks, verbal discussions, and email exchanges are not binding commitments and do not create an engagement. No engagement begins, and we owe no duty of performance, until a SOW is signed by both parties and any required deposit has been received and cleared.

3. Definitions

  • "Client" — the entity that has signed an MSA or SOW with us.
  • "Client Data" — any data, content, records, credentials, or materials that Client or Client's users provide to us or make accessible to us, including data about Client's own customers, employees, or end users.
  • "Client Systems" — third-party platforms, software, and accounts owned or licensed by Client to which Client grants us access, including customer relationship, job management, field service, accounting, communications, and marketing platforms.
  • "Deliverables" — the specific work products identified in a SOW.
  • "Qorban IP" — our pre-existing and independently developed methods, frameworks, templates, prompts, agent architectures, code libraries, tooling, documentation patterns, and know-how, including improvements to any of the foregoing.
  • "PHI" — protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA").
  • "Third-Party Services" — software, platforms, APIs, models, or infrastructure not owned by Qorban that are used in providing the Services.

4. Use of the Site

We grant you a limited, revocable, non-exclusive, non-transferable license to access the Site for your own informational and business evaluation purposes.

You may not:

  • Scrape, crawl, harvest, or use automated means to extract Site content, except for standard search engine indexing;
  • Copy, republish, or redistribute Site content for commercial purposes without our written permission;
  • Reverse engineer, probe, or test the vulnerability of the Site or attempt to bypass any access control;
  • Upload malicious code or interfere with the Site's operation;
  • Use the Site to send unsolicited commercial messages or to impersonate any person or entity;
  • Submit false information through any Site form, or submit another person's personal information without their authorization.

Do not submit sensitive information through the Site. Site forms are not a secure channel. Do not submit protected health information, Social Security numbers, financial account numbers, credentials, or passwords through any Site form, chat widget, or general email address. If you need to transmit sensitive information, contact us and we will provide a secure method.

Site content is provided for general information only. It is not consulting advice, and it does not create a client relationship.

5. Services and How Engagements Work

We provide business and technology consulting, process design, automation and AI implementation, software configuration and delivery, and related professional services, in each case only as described in a signed SOW.

Each SOW will define scope, deliverables, assumptions, dependencies, timeline, fees, and acceptance criteria. Anything not expressly listed in a SOW is out of scope.

Change orders. Changes to scope, deliverables, or timeline require a written change order signed by both parties. We are not obligated to perform work outside a signed SOW, and we may decline out-of-scope requests or price them separately.

Assumptions and dependencies. Our timelines assume Client meets the dependencies stated in the SOW, including timely access, timely feedback, and availability of a decision-maker. Delays caused by Client dependencies extend our deadlines by at least the length of the delay and may trigger a change order.

6. Fees and Payment

Fees are set in each SOW. Depending on the engagement, fees may include any combination of:

  • Setup or implementation fees, typically payable in whole or in part on signature;
  • Deliverable-based or milestone fees, payable on completion of defined milestones;
  • Recurring monthly fees, payable monthly in advance;
  • Usage-based fees, based on consumption of Third-Party Services such as AI model usage, messaging, or infrastructure; and
  • Performance- or revenue-based fees, where expressly agreed in a SOW.

Terms applicable to all engagements unless a SOW states otherwise:

  • Invoices are due net 15 from the invoice date.
  • No work begins until any required deposit or setup fee has been received and cleared.
  • Deposits, setup fees, and milestone payments are non-refundable once the corresponding work has begun, except as expressly stated in the SOW.
  • Late amounts accrue interest at 1.5% per month, or the maximum rate permitted by Tennessee law, whichever is lower.
  • Client pays all applicable sales, use, and similar taxes, excluding taxes on our net income.
  • Pre-approved out-of-pocket expenses are billed at cost unless the SOW states otherwise.

Usage-based fees and cost pass-through. Where Services depend on consumption-priced Third-Party Services, Client is responsible for those costs. Third-party providers may change their pricing, rate limits, or terms at any time. If a provider's costs increase materially, we will notify Client and the increase will pass through to Client, or either party may terminate the affected Services on 30 days' written notice. Wherever practical, Client should hold consumption-priced accounts in Client's own name and grant us access, so that Client controls the billing relationship directly.

Performance- or revenue-based fees. Where a SOW provides for fees calculated as a percentage of revenue, collections, or other performance metric, that SOW must define: the precise metric and how it is calculated; the attribution methodology; the reporting cadence and format; our right to verify reported figures; a true-up mechanism for under- or over-reporting; and what fees, if any, continue after termination.

Suspension for non-payment. If an invoice is more than 15 days past due, we may suspend Services and revoke access to work in progress after written notice. Suspension does not relieve Client of payment obligations, and we are not liable for delays or consequences resulting from a suspension we were entitled to make.

7. Client Responsibilities

Client agrees to:

  1. Provide accurate, complete, and current information, and promptly correct anything that becomes inaccurate;
  2. Provide timely access to systems, data, personnel, and decision-makers as described in the SOW;
  3. Provide feedback and acceptance decisions within the timeframes stated in the SOW;
  4. Maintain all rights, consents, authorizations, and lawful bases necessary for us to access, process, store, and use Client Data for the purposes of the Services, including any consents or authorizations required from Client's customers, employees, or end users;
  5. Not provide us with PHI (see Section 11);
  6. Not provide us with data whose processing is restricted in ways not disclosed to us in writing — including payment card data, children's data, biometric data, consumer credit data, or data subject to a Third-Party Service's restrictive license terms;
  7. Maintain independent backups of Client Data and Client Systems;
  8. Comply with the terms of Client's own agreements with providers of Client Systems, and confirm that those agreements permit third-party contractor access;
  9. Review, test, and approve Deliverables before relying on them in production or making business, legal, financial, or personnel decisions based on them.

Client is responsible for its own compliance obligations. We are not Client's compliance officer, privacy officer, security officer, or counsel.

8. Credentials and Access to Client Systems

Where Services require access to Client Systems:

  • Client will provision access using named user accounts under Client's control with the minimum permissions required for the work, and will not share administrative or root credentials where a scoped alternative exists.
  • Access will be time-limited to the period the work requires. We will notify Client in writing when we no longer require access, and Client will revoke it promptly.
  • Client will use multi-factor authentication and will not disable security controls to accommodate us.
  • We will use credentials solely to perform the Services, will limit them to the personnel who need them, and will store them in an access-controlled secrets manager.
  • Client remains the owner and administrator of its own systems. Client is responsible for reviewing, approving, and monitoring the access it grants us, and for revoking that access upon completion or termination.
  • Each party will notify the other promptly of any suspected credential compromise affecting the engagement.

We are not liable for loss, corruption, or exposure of Client Data or Client Systems to the extent caused by (a) access levels Client chose to grant beyond what we requested, (b) Client's own configuration, controls, or personnel, (c) Client's other vendors or contractors, or (d) failures of Third-Party Services or Client Systems outside our reasonable control.

9. Third-Party Services and AI-Assisted Work

Third-Party Services. Services frequently depend on Third-Party Services and Client Systems. Those are provided by their own vendors under their own terms, pricing, availability, and privacy practices. We do not control them, do not warrant them, and are not responsible for their acts, omissions, outages, pricing changes, deprecations, API changes, or security incidents. Client's use of a Third-Party Service is subject to that vendor's terms, and Client is responsible for reading and complying with them.

AI-assisted work. We use artificial intelligence and machine learning systems in delivering Services, and we build systems that use them. Client acknowledges:

  • AI output can be wrong. AI systems can produce inaccurate, incomplete, outdated, biased, or fabricated output, including output that appears confident and well-formed. Output requires human review.
  • We do not warrant AI output accuracy. Deliverables that include or generate AI output are provided subject to Section 13.
  • Human review is required before reliance. Client will implement human review appropriate to the risk of the decision before any AI-generated or AI-assisted output is used for legal, financial, employment, safety, or other consequential decisions, or is communicated to Client's customers as authoritative.
  • AI systems change over time. Model providers change, deprecate, reprice, and restrict their models. A system that performed acceptably at delivery may behave differently later. Ongoing monitoring, evaluation, and maintenance are separately scoped Services, not implied warranties.
  • Data handling. We contract with AI providers for business or enterprise terms that exclude Client Data from being used to train those providers' models, where such terms are available. Where they are not available for a given provider, we will tell Client before routing Client Data to that provider. See our Privacy Policy and any applicable DPA.
  • Disclosure to end users. Where a Deliverable communicates with Client's customers or the public, Client is responsible for any disclosure that they are interacting with an automated system, as required by applicable law or platform policy.

10. Intellectual Property

Client Data stays Client's. Client retains all right, title, and interest in Client Data. We claim no ownership of it.

Qorban IP stays ours. We retain all right, title, and interest in Qorban IP. Nothing in an engagement transfers Qorban IP to Client. This is deliberate: our frameworks, tooling, and methods are how we serve every client, and they are not sold in a single engagement.

Deliverables. Upon our receipt of full payment for the applicable SOW, we assign to Client all right, title, and interest in the Deliverables specifically created for Client under that SOW, excluding any Qorban IP or Third-Party Services embedded in or used by those Deliverables.

License to embedded Qorban IP. To the extent Deliverables incorporate Qorban IP, we grant Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use, operate, and modify that Qorban IP solely as part of the Deliverables and solely for Client's internal business purposes. This license does not permit Client to resell, sublicense, distribute, or offer the Qorban IP as a standalone product or service to third parties.

Residual knowledge. Nothing restricts our use of general skills, knowledge, experience, techniques, and know-how gained in performing Services, provided we do not use or disclose Client's Confidential Information.

Feedback. If Client provides suggestions or feedback about our Services or tooling, we may use it without restriction or compensation.

Publicity. We will not use Client's name, logo, or a description of the engagement in marketing materials, case studies, or portfolio without Client's prior written consent. Consent may be given in the SOW.

11. Confidentiality, Data Protection, and PHI

Confidentiality. Each party will protect the other's non-public business, technical, and financial information disclosed in connection with the Services using at least reasonable care, will use it only to perform or receive the Services, and will not disclose it except to personnel and subcontractors with a need to know who are bound by comparable written obligations. Exclusions apply for information that is or becomes public through no fault of the receiving party, was independently known or developed, or is lawfully received from a third party without restriction. Disclosure compelled by law is permitted with prompt notice to the other party where legally allowed. These obligations survive termination for three (3) years, and indefinitely for trade secrets.

Data protection. Where we process personal information on Client's behalf, we act as Client's processor or service provider, and we process that information only on Client's documented instructions and for the purposes of the Services. A DPA, once executed, governs that processing and is incorporated by reference.

Protected health information — we do not accept PHI.

Qorban does not currently accept, process, store, or transmit protected health information, and does not currently act as a HIPAA business associate. We will not execute a Business Associate Agreement at this time.

Client will not disclose, transmit, or provide us access to PHI, and will not grant us access to any system containing PHI. If Client provides PHI or PHI-containing system access despite this restriction, Client does so in breach of these Terms. We will notify Client, will not process the information, will securely delete or return it, and may suspend or terminate the engagement immediately.

This is a deliberate limitation on our current scope of services. If it changes, we will update these Terms and will not accept PHI before both an executed Business Associate Agreement and appropriate insurance coverage are in place.

12. Independent Contractor

We are an independent contractor. Nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship. Neither party may bind the other. We control the manner and means of performing the Services. We are responsible for our own personnel, taxes, insurance, and benefits.

Non-solicitation. During an engagement and for twelve (12) months after it ends, neither party will solicit for employment the other party's personnel who were directly involved in the engagement. General public job postings are not solicitation.

13. Disclaimers

No guarantee of business results. We do not guarantee any specific outcome, revenue increase, cost reduction, efficiency gain, lead volume, conversion rate, hiring outcome, valuation, or return on investment. Results depend on factors outside our control, including Client's market, execution, personnel, capital, timing, and adoption. Any figures, ranges, benchmarks, projections, or prior-client results we discuss are illustrative, not promised.

No professional advice. We are not attorneys, physicians, accountants, licensed financial advisors, licensed insurance producers, or licensed engineers. Nothing we provide is legal, medical, clinical, tax, accounting, investment, insurance, or regulatory-compliance advice, and nothing we provide substitutes for a licensed professional's judgment. Client will engage its own qualified professionals for those matters. This includes documents we help draft or review.

Site and Services provided as-is. EXCEPT AS EXPRESSLY STATED IN A SIGNED SOW, THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECT WILL BE CORRECTED.

Limited performance warranty. We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practice. Client's exclusive remedy for breach of this warranty is that we will re-perform the deficient Services at no additional charge, provided Client notifies us in writing within thirty (30) days of delivery. If we cannot reasonably re-perform, we will refund the fees paid for the deficient Services.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

No indirect damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OR CORRUPTED DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.

General cap. EXCEPT AS STATED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES PAID BY CLIENT TO US UNDER THE APPLICABLE SOW IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND U.S. DOLLARS ($10,000).

For Site users who are not Clients, our total aggregate liability will not exceed one hundred U.S. dollars ($100).

Enhanced cap. For claims arising from a party's breach of its confidentiality obligations under Section 11, or from a party's indemnification obligations under Section 15, each party's total aggregate liability will not exceed the total fees paid by Client to us under the applicable SOW.

Exclusions from all caps. No cap applies to: (a) Client's obligation to pay fees due; (b) a party's fraud or willful misconduct; or (c) liabilities that cannot be limited under applicable law.

These limits apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is reflected in our pricing.

15. Indemnification

By Client. Client will defend, indemnify, and hold us harmless from third-party claims, damages, liabilities, and reasonable costs (including reasonable attorneys' fees) arising out of or relating to: (a) Client Data, including Client's lack of rights, consents, authorizations, or lawful basis to provide it to us; (b) Client's disclosure of PHI to us in breach of Section 11; (c) Client's use of Deliverables in a manner not contemplated by the SOW, or without the human review required by Section 9; (d) Client's violation of law or third-party rights, including the terms of Client's agreements with providers of Client Systems; or (e) Client's own products, services, systems, marketing, and business decisions.

By Qorban. We will defend, indemnify, and hold Client harmless from third-party claims that Deliverables, as delivered by us and used as contemplated in the SOW, infringe a U.S. copyright, patent, or trade secret. This obligation does not apply to claims arising from Client Data, Third-Party Services, Client Systems, AI-generated output, Client's modifications, Client's combination of Deliverables with other materials, or Client's specifications or instructions. Our sole obligations are, at our option, to procure the right to continue use, modify the Deliverable to be non-infringing, or refund the fees paid for the affected Deliverable.

Process. The indemnified party will give prompt written notice, allow the indemnifying party to control the defense with counsel of its choosing, and reasonably cooperate at the indemnifying party's expense. The indemnifying party will not settle in a way that imposes non-monetary obligations on or admits fault by the indemnified party without its consent.

16. Term, Termination, and Transition

Term. These Terms apply while you use the Site. Engagement terms are set in each SOW.

Termination for convenience. Either party may terminate an engagement on 30 days' written notice. Client remains responsible for fees for Services performed and non-cancellable commitments incurred through the effective date of termination.

Termination for cause. Either party may terminate immediately if the other materially breaches and fails to cure within 15 days of written notice. We may terminate immediately, without cure period, if Client provides PHI in breach of Section 11, uses the Services unlawfully, or fails to pay amounts more than 30 days past due.

On termination. We will: (a) stop work; (b) invoice for amounts due; (c) upon Client's written request made within 30 days and upon payment of all amounts due, deliver work in progress in the format in which it exists; (d) confirm revocation of our access to Client Systems; and (e) return or securely delete Client Data in our possession, except copies retained in routine backups that expire on their normal cycle and material we must retain by law, which remain subject to our confidentiality obligations.

Work in progress and Deliverables for which payment has not been made remain our property until paid. Transition assistance beyond delivery of existing materials is a separately scoped, separately billed Service.

Survival. Sections 6 (as to amounts due), 10, 11, 13, 14, 15, 16, and 18 survive termination.

17. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, epidemic, government action, utility or internet failures, and the failure, outage, or discontinuation of Third-Party Services or Client Systems. The affected party will notify the other promptly and resume performance as soon as practicable.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Escalation first. Before filing any action, the parties will attempt to resolve the dispute through good-faith discussion between senior representatives for at least 30 days after written notice of the dispute, followed by non-binding mediation in Williamson County, Tennessee if discussion does not resolve it, with mediation costs shared equally. Either party may seek injunctive relief for breach of confidentiality or misuse of intellectual property without completing this process.

Forum. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Williamson County, Tennessee (and, for federal matters, the United States District Court for the Middle District of Tennessee), and each party waives any objection to that venue on grounds of inconvenient forum.

Attorneys' fees. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

Limitations period. Any claim arising out of these Terms must be brought within one (1) year after the claim accrues, except claims for non-payment.

19. Changes to These Terms

We may update these Terms. We will post the revised version with a new "Last Updated" date. Material changes affecting Site use take effect when posted, and continued use constitutes acceptance. Changes to these Terms do not modify any signed MSA, SOW, or DPA, which can be amended only in writing signed by both parties.

20. General

Entire agreement. These Terms, together with any signed MSA, SOW, and DPA, are the entire agreement between the parties on their subject matter and supersede prior proposals, discussions, and representations. Client's purchase order terms, vendor portal terms, and pre-printed terms have no effect unless we sign them specifically.

Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger or sale of substantially all assets. We may use qualified subcontractors, and we remain responsible for their performance and bound by our confidentiality and data obligations with respect to their work.

No third-party beneficiaries. These Terms create no rights in any third party.

Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, or severed, and the remainder stays in effect.

No waiver. Failure to enforce a provision is not a waiver of it.

Notices. Notices to us go to legal@qorbanconsulting.com and to our address below. Notices to Client go to the addresses stated in the SOW. Email notice is effective on confirmed delivery.

Headings. Headings are for convenience only and do not affect interpretation.

21. Contact

Qorban Consulting LLC 15011 Ambiance Way Franklin, TN 37067 legal@qorbanconsulting.com +1 615-909-4725