Terms of Service

Edukas Solutions LLC (“Edukas Solutions,” “we,” “our,” “us”) is a Delaware-registered software and consulting company with operations in West Hollywood, California.

These Terms cover three things:

• The use of our website at edukassolutions.com
• The intake and proposal process for prospective consulting clients
• The general framework for consulting services we deliver

For active engagement clients, the signed Statement of Work (SOW) is the controlling document. Where these Terms and your SOW conflict on any matter specific to your engagement — scope, fees, deliverables, timelines, communication, IP terms, termination — your SOW takes precedence.

Edukas Solutions provides strategic AI and data consulting, including data engineering, cloud architecture, applied machine learning, and custom software builds. The specific services for each client are described in that client's signed Statement of Work.

This website is informational and serves as the entry point to our intake, proposal, and billing handoff. We do not offer self-service product purchases on this site.

Each consulting engagement begins with a signed Statement of Work that defines:

• Scope of work and deliverables
• Timeline and milestones
• Fees, milestone schedule, and payment terms
• Communication channels and meeting cadence
• Acceptance criteria for deliverables
• Term and termination

The SOW is the legally binding description of the work. These Terms apply to every engagement as a baseline; the SOW adds engagement-specific commitments and overrides these Terms where the two conflict on matters within the SOW's scope.

Invoicing. All invoices are delivered through Stripe. You will receive a hosted invoice link by email and can pay by card or bank transfer where supported.

Payment terms. Fees, milestone amounts, and due dates are defined in your SOW. Unless your SOW says otherwise, the default payment term is net 10 days from invoice date.

Kickoff is non-refundable. The first milestone payment — the kickoff or engagement initiation fee — is non-refundable once work has commenced. This is consistent with the language on every Stripe invoice we issue. Subsequent milestones are refundable only as expressly described in your SOW.

Late payment. Invoices unpaid past the due date may incur a reasonable late fee as permitted by applicable law and may result in a pause of services until the account is current. We will notify you in writing before pausing work.

Taxes. Fees are exclusive of any sales, use, VAT, or similar taxes. Where we are required to collect tax, it will be added to your invoice.

Disputes. If you believe an invoice is incorrect, email info@edukassolutions.com within 15 days of the invoice date with the invoice number and a description of the dispute. We will work in good faith to resolve it before taking any collection action.

Client deliverables. Upon full payment of all fees due under a SOW, the final deliverables produced specifically for the client under that SOW are owned by the client, except for our pre-existing materials described below.

Our pre-existing materials. We retain all right, title, and interest in our pre-existing tools, frameworks, libraries, methodologies, and know-how, including any improvements made during the engagement that are not specific to the client's deliverables. Where our pre-existing materials are embedded in deliverables, the client receives a perpetual, worldwide, royalty-free license to use them as part of those deliverables.

Client materials. The client retains all right, title, and interest in materials, data, and credentials it provides to us. We use them only to deliver the engagement.

Portfolio rights. Unless the SOW says otherwise, we may reference the engagement publicly in a non-confidential way — for example, naming the client and describing the high-level nature of the work — for portfolio and marketing purposes.

Open-source components. Some deliverables may include open-source software. Such components are provided under their own licenses, which we will identify in deliverable documentation.

Each party agrees to keep the other party's non-public information confidential and to use it only for the purposes of the engagement. Standard exclusions apply for information that is publicly known, independently developed, or required to be disclosed by law.

Confidentiality obligations survive termination for three years for general confidential information and indefinitely for trade secrets, to the extent allowed by applicable law.

For engagements that require enhanced confidentiality, a separate Mutual Non-Disclosure Agreement may be signed. Where signed, the NDA takes precedence over this section for the matters it addresses.

We will perform consulting services with reasonable professional skill and care, consistent with industry practice for similar work, and as described in the applicable SOW.

Except as expressly stated in these Terms or in your SOW, services and deliverables are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that any deliverable will be uninterrupted, error-free, or that defects will be corrected outside the scope of the SOW.

To the maximum extent permitted by law:

• Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — arising out of or related to these Terms or any SOW, even if advised of the possibility of such damages.
• Each party's total cumulative liability arising out of or related to these Terms and the applicable SOW will not exceed the fees paid to Edukas Solutions under that SOW in the twelve (12) months preceding the event giving rise to the claim.

These limitations are mutual and apply to all theories of liability, including contract, tort, negligence, and strict liability. They do not apply to a party's gross negligence, willful misconduct, or indemnification obligations under Section 10, or to the extent prohibited by applicable law.

Each party will defend, indemnify, and hold the other harmless from third-party claims arising out of:

• The indemnifying party's gross negligence or willful misconduct
• Infringement of a third party's intellectual property rights by materials the indemnifying party provided to the engagement
• Breach of confidentiality obligations under Section 7

The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense, and reasonably cooperate.

Either party may terminate an engagement under the termination clause of the applicable SOW. Where the SOW is silent, either party may terminate for material breach with 15 days' written notice and an opportunity to cure.

On termination:

• All fees earned through the effective date of termination are due and payable
• Kickoff and any other non-refundable milestone fees remain non-refundable
• Each party returns or destroys the other party's confidential information per Section 7 and the SOW's data return clause
• Sections 6, 7, 9, 10, 12, and 13 survive termination

These Terms and any SOW are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

The parties agree to attempt to resolve any dispute first through good-faith negotiation between authorized representatives. If that fails, the parties will attempt mediation with a mutually agreed mediator. If mediation does not resolve the dispute within 60 days, the dispute will be resolved by binding arbitration administered in Delaware under the rules of the American Arbitration Association (AAA), except that either party may bring a claim in small-claims court where the claim qualifies for that court's jurisdiction.

Each party waives any right to a jury trial and any right to participate in a class action or class arbitration to the extent allowed by law.

We may update these Terms from time to time. Updates take effect 30 days after they are posted to this page, and we will update the “Last updated” date at the top.

For active engagement clients, the Terms in effect at the time the SOW was signed continue to apply to that engagement unless both parties agree in writing to adopt the updated Terms.

Continued use of the website after the effective date of an update constitutes acceptance of the updated Terms.

Questions about these Terms can be sent to: