Clear expectations. Stronger partnerships.

Legal entity: Kool&Tech LLC, an active Florida limited liability company.

• Florida Document Number: L24000173044
• Website: www.koolandtech.com
• Email: info@koolandtech.com
• Telephone: +1 850 403 5551

Kool&Tech is an independent provider of technology and professional services. References to third-party brands do not imply ownership, control, endorsement, agency, or a guarantee by the third party unless expressly stated.

You must be at least 18 years old and legally capable of entering a binding agreement. The website and services are intended primarily for businesses and authorized business users.

You may not use the services if prohibited by law, sanctions, export controls, contractual restriction, or a third-party platform rule applicable to you. You are responsible for confirming that your use is lawful in every relevant jurisdiction.

Kool&Tech may provide ERP and Odoo consulting, implementation, configuration, training, support, Microsoft 365 and IT services, business-process analysis, websites and eCommerce, software development, APIs, integrations, automations, reporting, documentation, assessments, and related advisory or managed services.

Services are performed only as described in an accepted proposal, SOW, order form, support plan, or other written authorization. Any feature, task, integration, migration, report, deliverable, environment, user, company, location, dataset, or activity not expressly included is out of scope.

Website descriptions are general and do not create a commitment to deliver a particular result, feature, schedule, staffing level, response time, or price.

Changes to requirements, data, systems, volume, integrations, regulations, stakeholders, timing, or assumptions may require a written change order, revised estimate, additional fees, or schedule adjustment.

• Verbal discussions, demonstrations, messages, meeting notes, and preliminary estimates do not amend scope unless incorporated into a written agreement.
• Kool&Tech may pause work while scope, access, risk, or commercial terms are clarified.
• Estimates are not fixed-price commitments unless expressly labeled as fixed price in writing.
• Unused hours, prepaid blocks, deposits, and retainers are governed by the applicable written agreement.

The client must provide timely, accurate, complete, and authorized information; appoint qualified decision-makers and key users; secure required licenses; provide environment and system access; review deliverables; perform user acceptance testing; maintain internal controls; and make timely decisions.

The client is responsible for:

• Accuracy, quality, legality, ownership, and backup of client data.
• User permissions, segregation of duties, approval rules, cybersecurity policies, and lawful consent.
• Testing business-critical workflows, reports, migrations, integrations, taxes, accounting, payroll, inventory, manufacturing, and automations before production reliance.
• Managing organizational change, training attendance, user adoption, and compliance requirements.
• Obtaining third-party approvals and maintaining subscriptions, domains, licenses, payment methods, and vendor accounts.

Kool&Tech is not responsible for delay, rework, loss, or failure caused by inaccurate information, unavailable personnel, delayed approvals, undocumented requirements, unauthorized changes, client systems, or failure to meet these responsibilities.

You authorize Kool&Tech to access systems and data only to the extent reasonably necessary to perform agreed services. You must provide access through approved methods and promptly revoke access when no longer required.

Do not send permanent passwords or sensitive credentials through insecure channels. You are responsible for administrator accounts, recovery methods, API keys, tokens, domains, devices, and account ownership unless a written managed-services agreement states otherwise.

Kool&Tech may refuse to use shared accounts, unsupported software, unlicensed components, insecure access methods, or environments that create unreasonable risk.

Data import, migration, cleansing, mapping, reconciliation, deduplication, archival, historical conversion, and validation are excluded unless expressly included. Migration results depend on source-data quality and platform constraints.

Unless a signed agreement expressly assigns backup responsibility to Kool&Tech, the client must maintain current, tested, recoverable backups before any configuration, import, migration, upgrade, integration, deployment, or destructive operation.

Kool&Tech may use copies of client data in authorized development, staging, testing, or backup environments. The client must identify regulated or sensitive data before transfer and provide any required handling instructions.

Services may depend on Odoo, Microsoft, Twilio, Stripe, PayPal, hosting providers, cloud infrastructure, domain registrars, app stores, APIs, carriers, open-source software, third-party modules, and client-selected vendors.

Third-party products are governed by their own licenses, terms, privacy notices, service levels, pricing, support policies, and technical limitations. Kool&Tech does not control and is not responsible for third-party releases, outages, discontinuation, security incidents, data loss, defects, rate limits, account actions, price changes, compatibility changes, or vendor support.

Integration or configuration by Kool&Tech does not make Kool&Tech the manufacturer, licensor, merchant, processor, carrier, host, or guarantor of a third-party product.

Kool&Tech is independent from Odoo S.A. Odoo licenses, subscriptions, hosting, upgrades, applications, source code, platform availability, and vendor support remain subject to Odoo's terms and policies.

Unless stated otherwise, work favors standard platform capabilities. Custom development, Studio changes, automated actions, third-party modules, source-code modifications, upgrades, migrations, performance tuning, and integrations require express written scope.

Odoo behavior may vary by edition, hosting model, version, installed modules, localization, permissions, data, configuration, and vendor updates. Demonstrations and prototypes are illustrative and require validation in the client's environment.

Custom code, connectors, APIs, scripts, webhooks, automations, and reports may require maintenance when business rules, data structures, credentials, vendors, APIs, libraries, or platform versions change.

Unless expressly included, fees do not include ongoing monitoring, hosting, usage charges, vendor upgrades, regression testing, refactoring, security updates, or adaptation to future versions.

Automations may create, modify, route, send, reserve, invoice, post, delete, or synchronize records. The client must approve rules, permissions, test cases, exception handling, and rollback procedures before production activation.

Artificial intelligence, scoring tools, self-assessments, generated summaries, recommendations, and machine-assisted outputs are informational aids. Outputs may be incomplete, inaccurate, outdated, or inappropriate for a particular use.

No automated output constitutes legal, tax, accounting, audit, investment, medical, employment, safety, or regulatory advice. The client must obtain qualified professional review before making high-impact decisions.

Scores, forecasts, estimates, maturity levels, recommendations, and benchmarks do not guarantee business performance, savings, revenue, compliance, or implementation success.

Schedules depend on timely client access, decisions, data, testing, third-party availability, and scope stability. Unless expressly agreed, dates are good-faith targets rather than guaranteed deadlines.

Deliverables are accepted when the client approves them in writing, uses them in production, fails to identify a material nonconformity within the review period stated in the applicable agreement, or otherwise receives the agreed benefit.

Correction obligations, if any, are limited to reproducing and correcting a material failure to conform to expressly documented acceptance criteria. New requirements, preference changes, third-party defects, data issues, and use outside scope are not defects.

Support hours, channels, response targets, covered systems, severity definitions, maintenance windows, and escalation procedures apply only if documented in a support agreement.

Response time is not resolution time. Resolution may depend on diagnosis, client access, vendor action, data recovery, development, testing, or procurement. Emergency, after-hours, onsite, expedited, or out-of-scope work may incur additional fees.

Kool&Tech may decline support for unsupported versions, unauthorized customizations, expired licenses, insecure systems, third-party modifications, or environments outside agreed responsibility.

Fees, deposits, retainers, milestones, rates, expenses, and payment schedules are stated in the applicable commercial document. Unless stated otherwise, fees are in U.S. dollars, exclusive of taxes, non-cancelable once work is performed, and due without setoff or deduction.

• The client is responsible for sales, use, withholding, VAT, duties, bank, currency, carrier, licensing, hosting, travel, and third-party charges, except taxes on Kool&Tech's net income.
• Past-due amounts may accrue the lesser of 1.5% per month or the maximum lawful rate.
• Kool&Tech may suspend work, access, support, delivery, or licenses for nonpayment after applicable notice.
• The client is responsible for reasonable collection costs where permitted by law.

A payment dispute must be submitted promptly in writing with specific supporting detail. Undisputed amounts remain payable.

Cancellation and termination rights are governed by the applicable written agreement. Unless otherwise stated, scheduled services canceled or rescheduled on short notice may be billable.

Kool&Tech may suspend or terminate access or services for nonpayment, material breach, abuse, unlawful activity, security risk, sanctions concern, failure to cooperate, threat to personnel or systems, or conduct that could harm Kool&Tech, a client, or a third party.

Upon termination, the client must pay all accrued fees, approved expenses, committed third-party costs, and work performed. Provisions concerning payment, intellectual property, confidentiality, disclaimers, indemnity, liability, dispute resolution, and any terms intended by nature to survive will remain effective.

Kool&Tech retains all rights in pre-existing and independently developed methodologies, frameworks, templates, utilities, know-how, processes, designs, documentation, training materials, libraries, generic code, reusable components, and brands, including Kool&Tech, KoolArchitect, and associated visual assets.

Subject to full payment, the client receives only the license or ownership rights expressly stated in the applicable agreement. If no express grant is stated, the client receives a limited, nonexclusive, nontransferable, non-sublicensable license to use delivered materials internally for the client's business.

Third-party and open-source components remain subject to their original licenses. The client may not remove notices, resell materials, publish confidential deliverables, reverse engineer proprietary components, or use Kool&Tech branding without written permission.

Suggestions and feedback may be used by Kool&Tech without restriction or compensation, provided we do not disclose client confidential information.

Kool&Tech will not publish client confidential information. Use of a client's name, logo, testimonial, case study, or project details for publicity requires authorization unless the information is already lawfully public and use is permitted by law.

Each party must protect nonpublic business, technical, security, financial, and commercial information received from the other party using reasonable care and use it only for the relationship.

Confidential information excludes information independently developed without use of the other party's information, rightfully received without restriction, publicly available through no breach, or approved for release.

A party may disclose confidential information when legally required, where permitted giving reasonable prior notice and assistance. Trade secrets remain protected for as long as they qualify as trade secrets; other confidentiality duties survive as stated in the applicable agreement or, if unstated, for a commercially reasonable period.

Each party is responsible for reasonable safeguards within its control. Kool&Tech uses safeguards appropriate to the service and information involved, but cannot guarantee absolute security or uninterrupted service.

Processing of personal information is subject to the Kool&Tech Privacy Policy and any applicable Data Processing Addendum. The client remains responsible for lawful collection, notices, consents, data-subject rights, retention instructions, classifications, and regulatory requirements applicable to client data.

The client must promptly report suspected unauthorized access, compromised credentials, malware, data exposure, or security incidents affecting supported systems.

You may not use the website or services to violate law or third-party rights; transmit malware; probe or bypass security; scrape or overload systems; send spam; impersonate others; infringe intellectual property; process data without authority; interfere with service; reverse engineer protected components; or engage in fraudulent, abusive, threatening, or deceptive conduct.

Kool&Tech may investigate suspected misuse and preserve or disclose information when reasonably necessary to protect rights, security, users, systems, or comply with law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE, SERVICES, ASSESSMENTS, DELIVERABLES, SOFTWARE, DOCUMENTATION, RECOMMENDATIONS, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

KOOL&TECH DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, COMPATIBILITY, QUIET ENJOYMENT, AND RESULTS.

Kool&Tech does not warrant error-free operation, uninterrupted availability, complete security, regulatory compliance, data recovery, compatibility with future versions, or any financial, operational, productivity, revenue, or cost outcome. Any express warranty must appear in a signed agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOOL&TECH AND ITS OWNERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS, OPPORTUNITY, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR THIRD-PARTY CLAIMS, EVEN IF ADVISED OF THE POSSIBILITY.

KOOL&TECH'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE WEBSITE, SERVICES, OR AN ENGAGEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO KOOL&TECH UNDER THE SPECIFIC SOW OR SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS PRECEDING THE EVENT, OR, FOR FREE WEBSITE SERVICES, ONE HUNDRED U.S. DOLLARS.

The limitations apply regardless of legal theory and allocate commercial risk. They do not exclude liability that cannot lawfully be excluded. A signed agreement may establish a different cap for a particular engagement.

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Kool&Tech and its owners, managers, employees, contractors, and affiliates from third-party claims, damages, losses, penalties, costs, and reasonable legal fees arising from: client data or instructions; unlawful or unauthorized use; infringement caused by materials supplied by you; your breach of these Terms; your users; violation of law; or your modification or combination of a deliverable outside agreed specifications.

Kool&Tech will provide reasonable notice and cooperation. You may not settle a claim in a manner that admits fault by or imposes an obligation on Kool&Tech without written consent.

Technology projects depend on data, process maturity, leadership, staffing, adoption, vendor behavior, regulation, and other conditions outside Kool&Tech's control. No statement is a guarantee of revenue, profitability, efficiency, savings, compliance, security, implementation success, uptime, or business outcome.

Kool&Tech does not provide legal, tax, audit, investment, medical, insurance, or regulated professional advice unless expressly licensed and engaged to do so in writing. Clients must obtain independent professional advice and retain final responsibility for business decisions.

Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including natural disaster, severe weather, epidemic, war, terrorism, civil unrest, labor disruption, utility or internet failure, cyberattack, governmental action, sanctions, vendor outage, platform failure, supply shortage, or failure of telecommunications or hosting providers.

The affected party will use commercially reasonable efforts to mitigate impact. Payment obligations for completed work are not excused.

Please read this section carefully. It affects legal rights.

Before initiating a formal claim, the complaining party must send written notice describing the dispute, requested relief, and supporting facts. Authorized representatives will attempt in good faith to resolve the matter for at least 30 days after receipt.

Except for eligible small-claims matters or requests for temporary injunctive relief involving confidentiality, security, or intellectual property, any dispute arising from these Terms or the services will be resolved by confidential, binding arbitration on an individual basis in Florida under the Federal Arbitration Act and the Revised Florida Arbitration Code. Unless the parties agree otherwise, arbitration will be administered by the American Arbitration Association under its applicable commercial rules, by one arbitrator, in English.

CLASS ACTION WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF.

If the arbitration agreement is found unenforceable for a particular dispute, exclusive jurisdiction and venue will lie in the state or federal courts located in Florida, subject to applicable jurisdictional requirements. EACH PARTY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

These Terms and all noncontractual matters arising from them are governed by the laws of the State of Florida, without regard to conflict-of-law principles, except where controlling federal law or a nonwaivable law applicable to a particular transaction requires otherwise. Kool&Tech may operate or perform services from Florida, Georgia, or other locations without changing the agreed governing law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply. Claims must be brought within the period permitted by applicable law; no provision shortens a nonwaivable statutory period.

You consent to transact electronically and to receive agreements, notices, invoices, records, and disclosures electronically. Electronic acceptance, signatures, clicks, emails, records, and automated transactions may have the same effect as paper records and handwritten signatures where permitted by law.

You are responsible for maintaining a valid email address and copies of relevant records. A notice is effective when sent to the latest address or account information provided, subject to mandatory law and any specific agreement.

• Independent contractors: The parties are independent contractors. Nothing creates employment, partnership, fiduciary duty, franchise, joint venture, or agency.
• Assignment: You may not assign an agreement without written consent. Kool&Tech may assign in connection with restructuring, financing, merger, sale, or transfer of business, subject to applicable law.
• Subcontractors: Kool&Tech may use qualified personnel and subcontractors while remaining responsible for obligations expressly assigned to Kool&Tech.
• Severability: An unenforceable provision will be modified to the minimum extent necessary, and the remainder continues.
• No waiver: Failure to enforce a provision is not a waiver.
• Entire agreement: These Terms and applicable signed documents form the entire agreement on their subject and supersede prior statements.
• Headings: Headings are for convenience only.
• English: The English version controls unless a signed agreement expressly states otherwise.
• Translations: Any translation is provided for convenience. If versions conflict, the English version controls to the extent permitted by mandatory law.
• Counterparts and electronic records: Agreements may be executed in counterparts and by electronic signature, each treated as an original and together forming one instrument.

Kool&Tech may provide remote or onsite services to clients located in Florida, Georgia, other U.S. states and territories, and countries outside the United States, subject to written acceptance, operational feasibility, applicable law, insurance, licensing, tax, payment, security, and trade-compliance requirements.

Unless a signed agreement states otherwise, services are delivered remotely from the United States, project communications and deliverables are in English, working hours and response expectations follow the applicable SOW, and the client is responsible for local implementation, local personnel, onsite access, translations, permits, filings, registrations, and compliance obligations in the client's jurisdiction.

The client must disclose before contracting any requirement involving government systems, public procurement, defense, critical infrastructure, regulated data, localization, residency, works councils, sector-specific licensing, or mandatory in-country support. Kool&Tech may require additional agreements, security controls, local advisors, subcontractors, insurance, deposits, or fees, or may decline an engagement.

Each party must comply with applicable U.S. and international sanctions, export-control, anti-boycott, customs, and trade laws. The client represents that the client, beneficial owners, affiliates, users, and intended recipients are not prohibited or restricted parties and will not use services, software, technology, credentials, documentation, or data for a prohibited destination, end user, or end use.

The client must not request or cause Kool&Tech to provide access, support, software, encryption items, technical data, or services in violation of restrictions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of Commerce's Bureau of Industry and Security, or another competent authority.

Kool&Tech may screen parties, request ownership and destination information, delay performance while conducting due diligence, reject a transaction, block access, suspend services, or terminate an engagement when reasonably necessary to address trade-compliance risk. Kool&Tech is not liable for delay or nonperformance caused by a legal restriction, denied license, government action, banking restriction, or compliance review.

Unless expressly stated otherwise, all prices, invoices, deposits, credits, refunds, and liability caps are denominated in U.S. dollars. The client bears exchange-rate differences, conversion costs, intermediary-bank charges, wire fees, payment-processor charges, international transaction fees, withholding taxes, duties, customs costs, and similar charges.

Payments must be made free and clear of withholding or deduction except where withholding is legally required. If withholding is required, the client must provide official documentation and, where permitted by law, increase the payment so Kool&Tech receives the amount that would have been received without the withholding.

The client is responsible for determining and paying taxes arising in the client's jurisdiction, including VAT, GST, sales, use, digital-services, reverse-charge, import, and similar taxes, other than taxes imposed on Kool&Tech's net income. Tax treatment may be adjusted when required by law or supported by valid exemption documentation.

These Terms are intended primarily for business-to-business transactions. If mandatory consumer, privacy, accessibility, telecommunications, tax, employment, public-sector, or other laws apply and cannot be waived, those mandatory rights apply only to the required extent and these Terms will be interpreted to preserve the remaining provisions.

No provision requires a person to waive a right that cannot lawfully be waived. A local rule does not expand Kool&Tech's obligations beyond its mandatory scope or apply the law of another jurisdiction to unrelated matters.

For projects involving personal data subject to laws outside the United States, the parties may execute a Data Processing Addendum and an approved transfer mechanism when legally required. If an applicable transfer clause or mandatory data-protection term conflicts with these Terms, that mandatory term controls only for the affected processing.

We may update these Terms for future website use or services. The effective date identifies the current version. Material changes may be posted on the website or communicated through an appropriate channel.

Changes do not retroactively alter a signed SOW or agreement unless permitted by that agreement or accepted by the parties. Continued website use after an update constitutes acceptance of the revised website Terms.