Terms and Conditions for Agent Development

Effective Date: December 9, 2025

1. Definitions

For the purposes of these Terms and Conditions:

  • "Agent" refers to any AI-powered software solution, bot, automation tool, or intelligent system developed by Kaivo AI for the Client.
  • "Client" refers to the individual, company, or entity engaging Kaivo AI for Agent development services.
  • "Kaivo AI" or "Company" refers to Kaivo AI, the provider of Agent development services.
  • "Deliverables" means all work products, including but not limited to software code, documentation, designs, and the Agent itself.
  • "SOW" (Statement of Work) refers to any document outlining the specific scope, timeline, and deliverables for a project.
  • "Client Content/Data" refers to any data, information, materials, or content provided by the Client for the development or operation of the Agent.

2. Scope of Work and Acceptance

2.1 Statement of Work

Each engagement will be governed by a mutually agreed-upon Statement of Work (SOW) that outlines the specific Agent to be developed, its features, functionalities, timeline, and associated costs. The SOW will form an integral part of these Terms.

2.2 Change Requests

Any changes to the agreed SOW must be submitted in writing and are subject to Kaivo AI's approval. Changes may result in adjustments to the project timeline and fees.

2.3 Acceptance Testing

Upon completion of the Agent, Kaivo AI will notify the Client. The Client will have a specified period (as defined in the SOW, or 14 days if not specified) to conduct acceptance testing. If the Client does not provide written notice of any material defects within this period, the Deliverables will be deemed accepted.

3. Client Responsibilities and Cooperation

The Client agrees to:

  • Provide timely and accurate information, data, and feedback necessary for Agent development.
  • Designate a primary point of contact for communication with Kaivo AI.
  • Ensure that any Client Content/Data provided does not infringe upon any third-party intellectual property rights.
  • Obtain all necessary consents and permissions for Kaivo AI to access and use Client Content/Data.
  • Cooperate in good faith to facilitate the successful completion of the project.

4. Payment Terms

4.1 Fees

Fees for Agent development services will be as specified in the applicable SOW. Unless otherwise agreed, fees are quoted in United States Dollars (USD).

4.2 Payment Schedule

Payment schedules will be outlined in the SOW. Typical terms may include an upfront deposit, milestone-based payments, and/or payment upon completion.

4.3 Late Payments

Invoices not paid within the agreed timeframe (typically 30 days from invoice date) may be subject to a late payment fee of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

4.4 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all sales, use, and similar taxes, excluding taxes based on Kaivo AI's income.

5. Confidentiality

5.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

5.2 Obligations

Both parties agree to hold Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or to employees and contractors who need to know such information and are bound by confidentiality obligations.

5.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

6. Data Security and Privacy

6.1 Data Handling

Kaivo AI will implement reasonable administrative, technical, and physical safeguards to protect Client Content/Data from unauthorized access, use, or disclosure.

6.2 Compliance

The Client is responsible for ensuring that the use of the Agent complies with all applicable data privacy laws and regulations (e.g., GDPR, CCPA). Kaivo AI will cooperate to assist the Client in meeting these obligations.

6.3 Data Return/Deletion

Upon termination or expiration of the engagement, Kaivo AI will, upon Client's written request, return or securely delete all Client Content/Data in its possession, except as required to be retained by law.

7. Intellectual Property

7.1 Client Ownership

Upon full payment of all fees, the Client will own all rights, title, and interest in and to the custom-developed Agent and Deliverables specifically created for the Client, excluding any Pre-Existing Materials.

7.2 Pre-Existing Materials

"Pre-Existing Materials" means any software, code, tools, methodologies, algorithms, or other intellectual property owned or licensed by Kaivo AI prior to the engagement or developed independently outside of the engagement. Kaivo AI retains all rights to Pre-Existing Materials. Kaivo AI grants the Client a non-exclusive, perpetual, royalty-free license to use any Pre-Existing Materials incorporated into the Deliverables solely for the Client's internal business purposes.

7.3 Client Content

The Client retains all ownership of Client Content/Data. The Client grants Kaivo AI a limited, non-exclusive license to use, process, and store Client Content/Data solely for the purpose of providing the services under these Terms.

8. Maintenance and Support

8.1 Initial Support

Unless otherwise specified in the SOW, Kaivo AI will provide a limited period of bug-fix support (typically 30 days) following acceptance of the Agent.

8.2 Ongoing Maintenance

Ongoing maintenance and support services beyond the initial support period may be available under a separate maintenance agreement and will be subject to additional fees.

9. Warranties and Disclaimer

9.1 Limited Warranty

Kaivo AI warrants that the Agent will substantially perform in accordance with the specifications set forth in the SOW for a period of 90 days from acceptance (the "Warranty Period"). Kaivo AI's sole obligation and the Client's sole remedy for any breach of this warranty shall be for Kaivo AI to use commercially reasonable efforts to correct the non-conformity.

9.2 Disclaimer (Important)

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE AGENT AND ALL DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KAIVO AI DOES NOT WARRANT THAT THE AGENT WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ALL OF THE CLIENT'S REQUIREMENTS. THE CLIENT ACKNOWLEDGES THAT AI TECHNOLOGY IS INHERENTLY PROBABILISTIC AND MAY PRODUCE UNEXPECTED OR INACCURATE RESULTS.

10. Limitation of Liability and Independent Contractor

10.1 Cap on Liability (Important)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KAIVO AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO KAIVO AI UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 Exclusion of Consequential Damages (Important)

IN NO EVENT SHALL KAIVO AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Independent Contractor Status

Kaivo AI is an independent contractor and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Kaivo AI shall be solely responsible for all taxes, insurance, and other obligations related to its personnel.

11. Communications and SMS

By providing your phone number, you agree to receive SMS communications regarding project updates and service alerts from Kaivo AI. Message frequency may vary. Standard Message and Data Rates may apply.

Reply STOP to opt out. Reply HELP for help. We will not share mobile information with third parties for promotional or marketing purposes.

12. Termination

12.1 Termination for Convenience

Either party may terminate the engagement upon thirty (30) days' prior written notice to the other party. In such event, the Client shall pay Kaivo AI for all work performed and expenses incurred up to the date of termination.

12.2 Termination for Cause

Either party may terminate the engagement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice thereof.

12.3 Effect of Termination

Upon termination, all rights and licenses granted hereunder (except for licenses to Pre-Existing Materials for work already paid for) shall terminate. Sections 5 (Confidentiality), 7 (Intellectual Property), 9 (Warranties and Disclaimer), 10 (Limitation of Liability), and 13 (Governing Law) shall survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws principles.

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate binding arbitration administered by a mutually agreed-upon arbitration body, or pursue legal remedies in the state or federal courts located in Miami-Dade County, Florida.

13.3 Entire Agreement

These Terms, together with the applicable SOW, constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior or contemporaneous oral or written agreements.

Questions?

If you have any questions about these Terms and Conditions, please contact us at hello@kaivoai.com