Terms of Service

1. About KibaPay

KibaPay is a marketplace platform that connects independent consultants (“Vendors”) with businesses (“Clients”) seeking digital agency services, including website design and development, e-commerce solutions, digital marketing, SEO, brand identity design, technical consulting, and analytics. KibaPay is operated from the United States.

KibaPay facilitates introductions, project agreements, and payments between Vendors and Clients. KibaPay is not itself a party to any service agreement between a Vendor and a Client and does not perform the services on behalf of either party.

2. Definitions

• “Platform” means the KibaPay website, applications, and related tools;
• “Vendor” means an independent consultant or agency registered on the Platform to offer services to Clients;
• “Client” means a business or individual registered on the Platform to hire Vendors;
• “Project” means a defined engagement between a Vendor and a Client, agreed in a Statement of Work (SOW) or equivalent project agreement;
• “Platform Fee” means the fee KibaPay charges for facilitating the connection and managing the engagement workflow.

3. Eligibility

To use the Platform you must:

• Be at least 18 years old and capable of forming a binding contract under applicable law;
• Provide accurate, current, and complete information during registration and keep it updated;
• Not be barred from using the Platform under applicable law or these Terms.

4. Vendor terms

4.1 Registration and profile

Vendors must create a profile accurately representing their skills, experience, portfolio, and service offerings. Misrepresenting qualifications or past work is grounds for immediate removal from the Platform.

4.2 Service delivery

Vendors are solely responsible for delivering the services agreed in each Project SOW to the standard described therein. KibaPay does not supervise, direct, or control how Vendors perform their work. Vendors are independent contractors, not employees, agents, or partners of KibaPay.

4.3 Vendor obligations

• Deliver work on time and to the agreed specification;
• Communicate proactively with Clients about progress or delays;
• Maintain the skills and licences required to perform the offered services;
• Comply with all applicable laws, including tax obligations arising from their earnings;
• Not solicit Clients to transact outside the Platform for projects initiated through KibaPay during the engagement and for 12 months after project completion.

4.4 Platform Fee

KibaPay charges Vendors a Platform Fee on each Project. The applicable rate is disclosed during onboarding and within the Vendor dashboard. KibaPay reserves the right to adjust the Platform Fee with reasonable advance notice to Vendors.

5. Client terms

5.1 Hiring Vendors

Clients may browse Vendor profiles and engage a Vendor by agreeing to a Project SOW. By accepting an SOW, the Client enters into a direct service agreement with the Vendor. KibaPay is not a party to that agreement but facilitates its execution through the Platform.

5.2 Client obligations

• Provide accurate, complete, and timely information, assets, and approvals as required by the Vendor;
• Designate a point of contact with authority to approve deliverables;
• Respond to Vendor requests within the timeframes agreed in the SOW;
• Ensure all materials supplied to the Vendor are owned or properly licensed by the Client;
• Pay all project fees on time in accordance with the agreed payment schedule.

5.3 Payment

Clients pay through the Platform in accordance with the payment schedule in the SOW. Overdue payments may result in the Vendor suspending work. KibaPay may also suspend the Client's account for persistent non-payment.

6. Project agreements

Each Project is governed by the SOW agreed between the Vendor and Client, which defines deliverables, timelines, revision rounds, and fees. In the event of conflict between the SOW and these Terms, the SOW controls for matters specific to the Project; these Terms control for matters relating to Platform use.

KibaPay provides standard SOW templates as a convenience. Parties may modify the template by mutual agreement. KibaPay does not review, validate, or guarantee the adequacy of any SOW.

7. Intellectual property

IP ownership of Project deliverables is determined by the SOW between the Vendor and Client. Unless the SOW states otherwise, upon receipt of final payment the Vendor assigns to the Client all rights in the custom deliverables produced for that Project.

Vendors retain ownership of pre-existing tools, frameworks, templates, and methodologies used to deliver the work. Clients receive a licence to use such pre-existing materials only as incorporated into the specific deliverable.

KibaPay owns all intellectual property in the Platform itself, including its software, design, and branding. These Terms grant no rights in KibaPay's IP.

8. Confidentiality

Vendors and Clients agree to keep confidential any non-public information disclosed by the other party in connection with a Project. This obligation survives project completion for a period of three (3) years. It does not apply to information that is publicly known, already known to the receiving party, independently developed, or required to be disclosed by law.

9. KibaPay's role and liability

KibaPay provides the Platform as a venue for Vendors and Clients to connect and transact. KibaPay does not endorse any Vendor or guarantee the quality, accuracy, or legality of any service offered. KibaPay is not responsible for: (a) the acts or omissions of any Vendor or Client; (b) the quality or fitness of any deliverable; (c) disputes between Vendors and Clients; or (d) losses arising from a Project that does not proceed as expected.

To the fullest extent permitted by law, KibaPay's total liability for any claim arising out of Platform use shall not exceed the Platform Fees paid by the claiming party in the three (3) months preceding the event giving rise to the claim. KibaPay is not liable for indirect, incidental, consequential, or punitive damages.

10. Dispute resolution between Vendors and Clients

KibaPay offers a good-faith mediation process for disputes between Vendors and Clients. Either party may submit a dispute to KibaPay by contacting support@kibapay.net. KibaPay will review the matter and may make a non-binding recommendation. KibaPay is not an arbitrator and its recommendation is not binding.

Disputes that cannot be resolved through KibaPay mediation are subject to binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, governed by the laws of the State of Delaware. Class actions and jury trials are waived.

11. Account suspension and termination

KibaPay may suspend or terminate any account — Vendor or Client — that violates these Terms, the Acceptable Use Policy, or the Prohibited Activities policy. We may also remove a Vendor from the Platform for consistent poor performance or Client complaints, at our sole discretion.

Termination of a Platform account does not automatically terminate any active Project SOW between a Vendor and Client; those obligations continue under their own terms.

12. Privacy

Our handling of personal information is described in the Privacy Policy, incorporated here by reference.

13. Changes to these Terms

KibaPay may update these Terms from time to time. Material changes will be communicated by posting the revised Terms with an updated effective date. Continued use of the Platform after the effective date constitutes acceptance.

14. Contact

General enquiries: hello@kibapay.net
Support: support@kibapay.net