Terms of Service — knbrlo.com

These Terms of Service ("Terms") govern the relationship between Ken Barlow doing business as Knbrlo ("Knbrlo," "we," "I") and any individual or entity ("Client," "you") who engages Knbrlo for consulting services through knbrlo.com or any other channel. By engaging Knbrlo, you agree to these Terms.

If you do not agree to these Terms, do not engage Knbrlo's services.

1. Who we are

Knbrlo is operated by Ken Barlow, an independent consultant based in Lehi, Utah, USA, currently operating as a sole proprietorship.

2. Services offered

Knbrlo provides production AI architecture consulting for AWS, primarily for Series A-C voice and agentic AI startups. Engagements take one of these forms:

• Free 1-hour session — diagnostic conversation, no charge, booked via calendly.com/knbrlo/consultation.
• 2-week diagnostic engagement — $4,900 USD. The standard starting engagement. Includes a 90-minute kickoff call, two calendar weeks of analysis (covering AWS account, CloudWatch, the AI inference path, and other systems as scoped in the SOW), a written report identifying 5-7 prioritized levers across cost, architecture, latency, multi-tenant, production hardening, or other in-scope areas, a 90-minute handoff call, and a 14-day followup.
• Larger engagements — multi-week sprints (typically 4-6 weeks), multi-month fractional architect engagements, focused pair-engineering blocks, or pre-launch architecture reviews. Scope, deliverables, and pricing for these are determined in conversation following the diagnostic engagement or a prior session. Engagements of this size typically start at $14,800 and scale based on duration and scope.

Knbrlo does not offer recurring retainers, maintenance contracts, or ongoing advisory access. Engagements are scoped to a defined deliverable and conclude when that deliverable is delivered.

Specific scope, deliverables, timeline, and pricing for each engagement are confirmed in a written Statement of Work ("SOW") sent before payment.

3. How an engagement starts

1. Client books a free 1-hour session via calendly.com/knbrlo/consultation and shares context about their stack, spend, or specific question in the open description field.
2. During the call, Knbrlo and Client jointly determine whether an engagement is a fit and what its appropriate scope is.
3. Knbrlo sends a written Statement of Work by email specifying scope, deliverables, timeline, and price.
4. Client confirms by replying "agreed" to the SOW email and completing payment per the terms specified in the SOW. Under United States contract law, an emailed acceptance combined with the agreed payment constitutes a binding agreement.
5. Work begins on the kickoff date specified in the SOW, typically within 5 business days of payment.

4. Payment terms

• 2-week diagnostic engagement: 100% due upfront before kickoff, via the Stripe payment link included in the SOW email.
• Larger engagements: Payment terms specified per SOW. Typical structures include 50% at kickoff and 50% on delivery for fixed-scope sprints, or monthly invoicing for multi-month engagements.
• All payments are processed through Stripe. Knbrlo does not store payment card information.
• All prices are in USD.
• Late payment on milestone-based engagements may result in pause of work until payment clears, with timeline extended accordingly.

5. Delivery commitment

Knbrlo's contractual commitment to Client is to the deliverable, not the timeline. If the timeline specified in the SOW is not enough to deliver the agreed scope — for any reason, including delays in Client granting access, Client team bandwidth shifts, or Knbrlo's own pacing — Knbrlo continues to work at no additional cost until Client and Knbrlo agree the deliverable is complete.

Time-overrun risk is on Knbrlo, not Client.

Refunds are not the contractual remedy for dissatisfaction. Disputes about deliverable quality or completion are governed by Section 17 (Dispute resolution). Knbrlo may offer a partial or full refund at its sole discretion in exceptional cases, but this is not advertised and is not a Client right.

Cancellation by Client before kickoff: 100% refund of any payment made, less a $250 administrative fee.
Cancellation by Client after kickoff: payment is non-refundable; Knbrlo will deliver any work product produced up to the cancellation date.

6. Scope and out-of-scope

The SOW for each engagement explicitly defines what is in scope and what is out of scope. Out-of-scope items can be addressed through:

• A separate engagement scoped through a new Statement of Work, or
• A change order to the existing SOW, scoped and priced separately. Change orders typically run at $200-$300 per hour with a 5-hour minimum.

Knbrlo reserves the right to decline scope creep or expansions that materially deviate from the original SOW.

7. Client responsibilities

To enable Knbrlo to deliver services effectively, Client agrees to:

• Provide read access to the relevant AWS account, repository, production environment, and any required cloud or service accounts within the timeline specified in the SOW.
• Respond to questions from Knbrlo within reasonable timeframes during the engagement.
• Not require Knbrlo to access any system or data the Client is not authorized to grant access to.
• Maintain its own backups of code, data, and configuration before, during, and after any engagement.

8. Communication and response times

• During an active engagement: response within 4 business hours during weekday business hours (9 AM-5 PM Mountain Time, Monday-Friday).
• Outside of active engagement: response within 1-3 business days via email.
• Knbrlo does not provide 24/7 on-call support, paging, or emergency-response services unless explicitly contracted in the SOW.

9. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the engagement, including but not limited to: source code, business plans, customer data, financial information, employee information, security findings, and trade secrets. This obligation survives termination indefinitely.

A separate Mutual Non-Disclosure Agreement is available on request before any code or system access is granted.

10. Intellectual property and work product

• Upon receipt of full payment for an engagement, all deliverables produced specifically for Client (including written reports, pull requests, code, and configuration changes) become Client's property as "works made for hire."
• Knbrlo retains all rights to general methodologies, frameworks, templates, checklists, and pre-existing intellectual property used in the engagement, including the right to use them for other clients.
• Client grants Knbrlo a limited license to reference the engagement (Client name, project description, anonymized findings) in marketing materials, case studies, and testimonials, unless the SOW explicitly opts out.

11. Warranties and disclaimers

Services and deliverables are provided "AS IS" and "AS AVAILABLE." Knbrlo provides expert opinion based on the materials reviewed during the engagement. Knbrlo makes no warranties, express or implied, regarding the services, including but not limited to:

• That services will be uninterrupted or error-free;
• That deliverables will identify all cost levers, architecture risks, security issues, vulnerabilities, or production-readiness gaps that exist or that may be discovered later;
• That implementing the recommendations will result in any specific outcome, including but not limited to: realized cost savings, system uptime, scalability, latency targets, prevention of security breaches, regulatory compliance, or business success;
• That Client's systems will be free from defects following the engagement.

Software architecture and security are probabilistic, not deterministic. Knbrlo's diagnostic and recommendations represent a senior engineer's assessment at a point in time and do not guarantee that systems will achieve any specific cost, performance, or security outcome, or that systems are compliant with any specific framework (PCI, HIPAA, SOC 2, etc.) unless explicitly engaged for that compliance work.

12. Limitation of liability

To the maximum extent permitted by law, Knbrlo's total liability under these Terms or any SOW, regardless of the form of action (whether in contract, tort, strict liability, or otherwise), is limited to the total fees paid by Client to Knbrlo for the specific engagement giving rise to the claim.

In no event will Knbrlo be liable for indirect, consequential, special, incidental, or punitive damages, including but not limited to: lost profits, lost revenue, lost data, business interruption, loss of customers, damage to reputation, or cost of substitute services, even if Knbrlo has been advised of the possibility of such damages.

This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis.

13. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from its own breach of these Terms, gross negligence, or willful misconduct. Indemnification under this section is limited to fees paid under the affected engagement, except in cases of willful misconduct or fraud, where standard tort remedies apply.

Client specifically agrees to indemnify Knbrlo for any third-party claim arising from Client's use of Knbrlo's deliverables, including but not limited to claims that Client's product or service infringes third-party rights, violates any law or regulation, or causes harm to any party.

14. No agency or fiduciary relationship

Knbrlo is an independent contractor. Nothing in these Terms creates an employer-employee, partnership, joint venture, agency, or fiduciary relationship between Knbrlo and Client. Knbrlo is not authorized to make commitments or representations on Client's behalf.

15. Termination

• Either party may terminate an active engagement for material breach by the other party with 7 days written notice and an opportunity to cure.
• Termination does not relieve Client of obligation to pay for services already rendered or deliverables already provided.
• Cancellation of an engagement by Client before or after kickoff is governed by Section 5 (Delivery commitment).

16. Conflict of interest

Knbrlo will not knowingly take engagements with companies that compete directly with Allset (the AI-native operations platform for which Ken Barlow serves as CTO), specifically other operations platforms targeting construction trades and field services. Knbrlo will disclose any potential conflict of interest before accepting an engagement.

Knbrlo's primary focus is Allset; consulting engagements are taken on a limited capacity basis. Knbrlo reserves the right to decline or pause engagements as Allset's needs require, with appropriate notice and pro-rated refunds where applicable.

17. Governing law and dispute resolution

These Terms are governed by the laws of the State of Utah, USA, without regard to conflict-of-law principles.

In the event of a dispute, the parties agree to:

1. First, attempt informal resolution. Either party may initiate by written notice to the other, describing the dispute. The parties will engage in good-faith discussions for at least 30 days before pursuing further remedies.
2. Second, mediation. If informal resolution fails, the parties will attempt mediation in Salt Lake County, Utah, with a mutually-agreed mediator. Costs of mediation are split equally.
3. Third, binding arbitration. If mediation fails, the dispute will be resolved through binding arbitration in Salt Lake County, Utah, under the rules of the American Arbitration Association. Each party bears its own legal costs.

This dispute resolution process applies to all claims except claims for injunctive relief (e.g., to enforce confidentiality), which may be brought in Utah state or federal court.

18. Miscellaneous

• Modifications. Knbrlo may update these Terms with notice posted at knbrlo.com. Continued use of services after notice constitutes acceptance of revised Terms. For active engagements, the Terms in effect at SOW execution apply.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
• Entire agreement. These Terms together with the applicable SOW constitute the entire agreement between the parties regarding the engagement and supersede all prior or contemporaneous agreements.
• No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
• Assignment. Client may not assign these Terms or any SOW without Knbrlo's prior written consent. Knbrlo may assign these Terms to any successor entity (including a future LLC formed by Ken Barlow).

19. Contact

Legal notices and all other communications:
Ken Barlow / Knbrlo
Lehi, Utah, USA

These Terms are a starting template. Ken Barlow is not your attorney. Before engaging in any high-value consulting agreement, both parties are encouraged to consult their own legal counsel.