Terms & Conditions

SECTION 1

About Our Services

Kelly Claiborne provides operational consulting, systems implementation, workflow design, and related business operations support for service-based businesses.

Our services are delivered through three primary engagement types:

• —Operational Foundation Build — a focused project engagement
• —Ops Retainer — ongoing monthly operational support
• —Add-On Projects — targeted one-time builds outside retainer scope

The specific scope, deliverables, timeline, and fees for any engagement are governed by a separate agreement, proposal, or Statement of Work ("SOW") provided to you prior to project start. In the event of a conflict between these Terms and a signed SOW, the SOW controls.

SECTION 2

Engagement & Payment

Payment Terms

• —All fees are specified in your proposal or SOW
• —Operational Foundation Build: 50% due at project start, 50% due at delivery
• —Ops Retainer: billed monthly in advance, 3-month minimum commitment
• —Add-On Projects: payment terms specified per project

Late Payments

Invoices not paid within 14 days of the due date may result in a pause of active work until the account is current. We reserve the right to charge a late fee of 1.5% per month on outstanding balances after 30 days.

Cancellation

• —Retainer clients may cancel with 30 days written notice after the initial 3-month minimum commitment
• —Foundation Build projects cancelled after work has commenced forfeit the deposit
• —We reserve the right to terminate an engagement for non-payment or material breach with 14 days written notice

SECTION 3

Scope of Work & Client Responsibilities

Successful engagements require active participation from both parties. You agree to:

• —Provide timely access to information, tools, accounts, and team members necessary for the work
• —Respond to requests, questions, and reviews within a reasonable timeframe
• —Ensure that any information you provide is accurate to the best of your knowledge
• —Assign a primary point of contact for the engagement

Client delays — including slow response times, deferred decisions, or failure to provide required access — may extend project timelines. We are not responsible for delays caused by your inaction and reserve the right to adjust delivery dates accordingly.

Scope changes requested after a project has begun may require a revised proposal and additional fees. We will notify you in writing before proceeding with any out-of-scope work.

SECTION 4

Intellectual Property

Our Pre-Existing Materials

We retain ownership of all frameworks, templates, methodologies, tools, and processes we bring to an engagement that were developed prior to or independently of your project. These are our intellectual property and are licensed to you for use within your business only — not for resale or distribution.

Work Product Delivered to You

Upon receipt of full payment, you own the deliverables created specifically for your business under our engagement — including SOPs, documented workflows, configured systems, and reports created for your organization.

Site Content

All content on kellyclaiborne.com — including text, graphics, frameworks, and written materials — is owned by Kelly Claiborne Business Operations and may not be copied, reproduced, or redistributed without written permission.

SECTION 5

Confidentiality

In the course of an engagement, both parties may share sensitive business information. We treat all client business information as confidential and will not disclose it to third parties except as required to deliver services (e.g., referring a bookkeeper) or as required by law.

You agree to keep confidential any proprietary frameworks, processes, or methodologies we share with you as part of the engagement.

This confidentiality obligation survives the termination of any engagement.

If you require a formal Non-Disclosure Agreement (NDA), please request one prior to engagement and we will provide one for signature.

SECTION 6

No Guarantee of Results

We bring real operational experience to every engagement and we stand behind our work. That said, we cannot guarantee specific business outcomes — including revenue growth, profitability improvements, or team performance changes.

Results depend on factors outside our control, including how consistently your team adopts new systems, market conditions, and decisions made by your leadership.

Our role is to build the operational infrastructure. The execution of that infrastructure within your business remains your responsibility.

SECTION 7

Limitation of Liability

To the fullest extent permitted by applicable law, Kelly Claiborne Business Operations shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of our services or the Site.

Our total liability to you for any claim arising from a specific engagement shall not exceed the total fees paid by you to us in the three months preceding the claim.

Nothing in these Terms excludes liability for fraud, gross negligence, or any other liability that cannot be excluded by law.

SECTION 8

Testimonials & Case Studies

With your permission, we may reference your business as a client or use anonymized details from our work together in case studies, testimonials, or marketing materials.

We will never identify your business by name without your explicit written consent. You may withdraw consent at any time by contacting us at hello@kellyclaiborne.com.

SECTION 9

Third-Party Tools & Platforms

We may recommend or implement third-party tools and platforms as part of our work together — including CRM software, scheduling tools, project management platforms, and financial tools.

We are not responsible for the availability, performance, pricing changes, or data practices of third-party platforms. Each platform operates under its own terms and privacy policy.

Any costs associated with third-party subscriptions or platforms are your responsibility unless explicitly included in your engagement agreement.

SECTION 10

Website Use

By using kellyclaiborne.com, you agree to:

• —Use the Site only for lawful purposes
• —Not attempt to gain unauthorized access to any part of the Site or its underlying systems
• —Not use automated tools to scrape, copy, or harvest content from the Site
• —Not reproduce, distribute, or exploit any Site content without written permission

The Site is provided on an "as is" basis. We make reasonable efforts to keep it accurate and operational, but we do not warrant that the Site will be uninterrupted, error-free, or free of harmful components.

Links to third-party websites are provided for convenience only. We do not endorse or take responsibility for the content of any linked sites.

SECTION 11

Dispute Resolution

We prefer to resolve disputes directly and in good faith. If a dispute arises, please contact us first at hello@kellyclaiborne.com and we will make a genuine effort to reach a resolution.

If a dispute cannot be resolved informally within 30 days, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). Arbitration shall take place in Philadelphia, Pennsylvania, or via remote proceeding by mutual agreement.

You waive any right to participate in a class action lawsuit or class-wide arbitration against Kelly Claiborne Business Operations.

SECTION 12

Governing Law

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions.

Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Philadelphia, Pennsylvania, and you consent to the personal jurisdiction of those courts.

SECTION 13

Changes to These Terms

We may update these Terms from time to time. When we do, we will update the Effective Date at the top of this page.

Continued use of the Site or engagement of our services after updated Terms are posted constitutes your acceptance of those changes.

For active clients, material changes to Terms governing an ongoing engagement will be communicated directly via email before taking effect.

SECTION 14

Contact

Questions about these Terms? Reach out directly.

Last updated: May 7, 2026