This Managed Services Agreement governs recurring Odoo, Microsoft 365, integration, automation, website, infrastructure, and future KoolArchitect operational services.
This Managed Services Agreement governs recurring administration, maintenance, monitoring, support, optimization, and operational technology services supplied by Kool&Tech under an accepted Managed Services Schedule. Publication alone does not create coverage.
Each binding schedule identifies covered customers, users, systems, tenants, databases, locations, environments, service window, included activities, excluded activities, fees, usage limits, SLA targets, dependencies, and term.
Coverage may include Odoo administration, Odoo.sh operations, Microsoft 365 administration, integrations, automation, websites, cloud services, backups, endpoint or infrastructure assistance, and future KoolArchitect operations only when expressly listed.
Customer and Kool&Tech should maintain an agreed inventory of covered tenants, databases, applications, integrations, devices, subscriptions, domains, repositories, environments, and vendor accounts. Unlisted assets are not covered.
Onboarding may include discovery, access validation, entitlement review, baseline documentation, risk identification, monitoring setup, ticket-channel setup, escalation contacts, and transition from a prior provider. Remediation discovered during onboarding may require separate authorization.
Managed requests must use authorized email, portal, telephone, or ticketing channels stated in the schedule. Informal messages and personal accounts may not create a managed-service request.
Business-hours, extended-hours, after-hours, standby, weekend, holiday, and 24x7 coverage apply only as selected in the schedule. Submission outside coverage does not guarantee action before the next covered period.
Priority, initial response, update cadence, availability, maintenance, escalation, and service-credit commitments exist only in a signed SLA Schedule. Response is not the same as restoration or resolution.
Monitoring applies only to listed metrics, systems, agents, logs, and alert paths. Monitoring may detect known conditions but does not guarantee detection of every outage, compromise, configuration error, or business-process failure.
Included maintenance may cover agreed reviews, housekeeping, supported updates, configuration checks, integration checks, certificate awareness, capacity observations, and documentation updates. Material upgrades, migrations, redesign, and remediation remain separate unless included.
Patch responsibility depends on platform ownership, hosting model, vendor support, testing requirements, maintenance windows, and Customer approval. Kool&Tech does not control vendor release dates or guarantee that every update is compatible with customizations.
Backup monitoring, backup administration, restoration testing, retention, recovery objectives, and disaster recovery apply only when expressly included. Customer remains responsible where these services are not contracted.
Security services may include agreed identity, configuration, alert, vulnerability, access, or incident-support activities. Managed service does not transfer all cybersecurity responsibility to Kool&Tech or guarantee prevention of every incident.
Customer must promptly report suspected outages, unauthorized access, data exposure, credential compromise, and operational risk. Kool&Tech may isolate, suspend, rate-limit, or restrict an affected service when reasonably necessary to reduce risk.
Routine changes are included only when identified in the service catalog. New architecture, modules, reports, workflows, integrations, companies, migrations, compliance work, or custom development require a Change Order or Professional Services SOW.
Customer maintains authorized contacts, licenses, accurate asset information, secure access, supported systems, user controls, internal approvals, tested backups where applicable, and timely participation in incidents, changes, and reviews.
Access will be scoped to the covered purpose using approved methods where practical. Customer authorizes necessary delegated administration and must promptly notify Kool&Tech of role, personnel, ownership, or security changes.
Odoo, Microsoft, Twilio, payment providers, hosting providers, carriers, ISPs, hardware vendors, and APIs operate under their own terms. Kool&Tech may coordinate or escalate but cannot guarantee vendor response, restoration, credits, or product behavior.
Odoo coverage depends on edition, version, hosting, database, modules, custom code, Studio changes, integrations, licensing, repositories, and vendor support. Odoo Online, Odoo.sh, and self-hosted environments have different responsibility boundaries.
Microsoft 365 coverage depends on tenant, licenses, administrative roles, subscription channel, service health, identity architecture, devices, and selected workloads. Microsoft controls its cloud availability and product changes.
Managed integration coverage may include agreed job review, credential coordination, log triage, retry handling, and vendor escalation. New mappings, API changes, increased volume, schema changes, and redesign may require Professional Services.
Future KoolArchitect coverage may include workspace administration, supported integrations, operational monitoring, incident handling, and subscription support. AI output quality is not an uptime or resolution metric.
Where included, reports may summarize requests, priorities, recurring issues, maintenance, alerts, vendor dependencies, consumption, security events, and SLA performance. Reports do not amend the Agreement.
Scheduled service reviews may address trends, risks, capacity, roadmap, upcoming changes, vendor lifecycle, budget, and improvement opportunities. Recommendations are not included implementation unless authorized.
Fees may be per user, per asset, per tenant, fixed recurring, retainer-based, usage-based, or custom. Included hours, rollover, expiration, minimum increments, overages, after-hours rates, third-party fees, and annual adjustments are governed by the schedule.
Prepaid hours are consumed by eligible work and may be tracked in stated increments. Unused-hour rollover applies only when expressly included and may be limited by percentage, period, plan, or account standing.
Unless included, exclusions cover projects, migrations, major upgrades, new integrations, custom development, data entry, data cleansing, end-user training programs, onsite work, hardware replacement, unsupported products, legal advice, compliance certification, and third-party charges.
Managed services support operational continuity but do not replace Customer business-continuity planning. Recovery time, recovery point, high availability, alternate operations, and disaster recovery require explicit scope and architecture.
The service term, renewal, notice period, minimum commitment, pricing review, and cancellation conditions are stated in the schedule. Service may renew automatically only where the accepted order expressly provides.
Kool&Tech may suspend affected service for nonpayment, exhausted entitlement, unsupported or unsafe conditions, prohibited use, security risk, missing access, material breach, or legal and provider requirements.
On termination, Customer pays accrued charges and noncancelable commitments. Transition services, exports, documentation updates, credential transfer, vendor coordination, and offboarding assistance are billable unless expressly included.
The Privacy Policy, DPA, Security & Trust Center, and Subprocessor List govern applicable data handling. Customer must identify sensitive or regulated data and maintain lawful instructions and permissions.
Warranties, disclaimers, indemnities, excluded damages, and liability caps are governed by the Master Services Agreement. This Managed Services Agreement does not expand liability beyond the governing contract.
For managed services: signed Change Order; Managed Services Schedule; SLA Schedule for service levels; DPA for covered processing; Master Services Agreement; this Managed Services Agreement; Support Policy; incorporated public policies; general Terms & Conditions.
This agreement may be accepted by signature, electronic acceptance, or execution of a Managed Services Schedule that references it. The accepting person represents authority to bind Customer.
Kool&Tech may update this public template for future transactions. An update does not amend an existing signed schedule unless permitted by the governing Agreement or accepted by the parties.
Define covered systems, service hours, included activities, recurring fees, SLA targets, escalation, exclusions, and transition requirements.
Back to headingThis Managed Services Agreement governs recurring Odoo, Microsoft 365, integration, automation, website, infrastructure, and future KoolArchitect operational services.
This Managed Services Agreement governs recurring administration, maintenance, monitoring, support, optimization, and operational technology services supplied by Kool&Tech under an accepted Managed Services Schedule. Publication alone does not create coverage.
Each binding schedule identifies covered customers, users, systems, tenants, databases, locations, environments, service window, included activities, excluded activities, fees, usage limits, SLA targets, dependencies, and term.
Coverage may include Odoo administration, Odoo.sh operations, Microsoft 365 administration, integrations, automation, websites, cloud services, backups, endpoint or infrastructure assistance, and future KoolArchitect operations only when expressly listed.
Customer and Kool&Tech should maintain an agreed inventory of covered tenants, databases, applications, integrations, devices, subscriptions, domains, repositories, environments, and vendor accounts. Unlisted assets are not covered.
Onboarding may include discovery, access validation, entitlement review, baseline documentation, risk identification, monitoring setup, ticket-channel setup, escalation contacts, and transition from a prior provider. Remediation discovered during onboarding may require separate authorization.
Managed requests must use authorized email, portal, telephone, or ticketing channels stated in the schedule. Informal messages and personal accounts may not create a managed-service request.
Business-hours, extended-hours, after-hours, standby, weekend, holiday, and 24x7 coverage apply only as selected in the schedule. Submission outside coverage does not guarantee action before the next covered period.
Priority, initial response, update cadence, availability, maintenance, escalation, and service-credit commitments exist only in a signed SLA Schedule. Response is not the same as restoration or resolution.
Monitoring applies only to listed metrics, systems, agents, logs, and alert paths. Monitoring may detect known conditions but does not guarantee detection of every outage, compromise, configuration error, or business-process failure.
Included maintenance may cover agreed reviews, housekeeping, supported updates, configuration checks, integration checks, certificate awareness, capacity observations, and documentation updates. Material upgrades, migrations, redesign, and remediation remain separate unless included.
Patch responsibility depends on platform ownership, hosting model, vendor support, testing requirements, maintenance windows, and Customer approval. Kool&Tech does not control vendor release dates or guarantee that every update is compatible with customizations.
Backup monitoring, backup administration, restoration testing, retention, recovery objectives, and disaster recovery apply only when expressly included. Customer remains responsible where these services are not contracted.
Security services may include agreed identity, configuration, alert, vulnerability, access, or incident-support activities. Managed service does not transfer all cybersecurity responsibility to Kool&Tech or guarantee prevention of every incident.
Customer must promptly report suspected outages, unauthorized access, data exposure, credential compromise, and operational risk. Kool&Tech may isolate, suspend, rate-limit, or restrict an affected service when reasonably necessary to reduce risk.
Routine changes are included only when identified in the service catalog. New architecture, modules, reports, workflows, integrations, companies, migrations, compliance work, or custom development require a Change Order or Professional Services SOW.
Customer maintains authorized contacts, licenses, accurate asset information, secure access, supported systems, user controls, internal approvals, tested backups where applicable, and timely participation in incidents, changes, and reviews.
Access will be scoped to the covered purpose using approved methods where practical. Customer authorizes necessary delegated administration and must promptly notify Kool&Tech of role, personnel, ownership, or security changes.
Odoo, Microsoft, Twilio, payment providers, hosting providers, carriers, ISPs, hardware vendors, and APIs operate under their own terms. Kool&Tech may coordinate or escalate but cannot guarantee vendor response, restoration, credits, or product behavior.
Odoo coverage depends on edition, version, hosting, database, modules, custom code, Studio changes, integrations, licensing, repositories, and vendor support. Odoo Online, Odoo.sh, and self-hosted environments have different responsibility boundaries.
Microsoft 365 coverage depends on tenant, licenses, administrative roles, subscription channel, service health, identity architecture, devices, and selected workloads. Microsoft controls its cloud availability and product changes.
Managed integration coverage may include agreed job review, credential coordination, log triage, retry handling, and vendor escalation. New mappings, API changes, increased volume, schema changes, and redesign may require Professional Services.
Future KoolArchitect coverage may include workspace administration, supported integrations, operational monitoring, incident handling, and subscription support. AI output quality is not an uptime or resolution metric.
Where included, reports may summarize requests, priorities, recurring issues, maintenance, alerts, vendor dependencies, consumption, security events, and SLA performance. Reports do not amend the Agreement.
Scheduled service reviews may address trends, risks, capacity, roadmap, upcoming changes, vendor lifecycle, budget, and improvement opportunities. Recommendations are not included implementation unless authorized.
Fees may be per user, per asset, per tenant, fixed recurring, retainer-based, usage-based, or custom. Included hours, rollover, expiration, minimum increments, overages, after-hours rates, third-party fees, and annual adjustments are governed by the schedule.
Prepaid hours are consumed by eligible work and may be tracked in stated increments. Unused-hour rollover applies only when expressly included and may be limited by percentage, period, plan, or account standing.
Unless included, exclusions cover projects, migrations, major upgrades, new integrations, custom development, data entry, data cleansing, end-user training programs, onsite work, hardware replacement, unsupported products, legal advice, compliance certification, and third-party charges.
Managed services support operational continuity but do not replace Customer business-continuity planning. Recovery time, recovery point, high availability, alternate operations, and disaster recovery require explicit scope and architecture.
The service term, renewal, notice period, minimum commitment, pricing review, and cancellation conditions are stated in the schedule. Service may renew automatically only where the accepted order expressly provides.
Kool&Tech may suspend affected service for nonpayment, exhausted entitlement, unsupported or unsafe conditions, prohibited use, security risk, missing access, material breach, or legal and provider requirements.
On termination, Customer pays accrued charges and noncancelable commitments. Transition services, exports, documentation updates, credential transfer, vendor coordination, and offboarding assistance are billable unless expressly included.
The Privacy Policy, DPA, Security & Trust Center, and Subprocessor List govern applicable data handling. Customer must identify sensitive or regulated data and maintain lawful instructions and permissions.
Warranties, disclaimers, indemnities, excluded damages, and liability caps are governed by the Master Services Agreement. This Managed Services Agreement does not expand liability beyond the governing contract.
For managed services: signed Change Order; Managed Services Schedule; SLA Schedule for service levels; DPA for covered processing; Master Services Agreement; this Managed Services Agreement; Support Policy; incorporated public policies; general Terms & Conditions.
This agreement may be accepted by signature, electronic acceptance, or execution of a Managed Services Schedule that references it. The accepting person represents authority to bind Customer.
Kool&Tech may update this public template for future transactions. An update does not amend an existing signed schedule unless permitted by the governing Agreement or accepted by the parties.
Define covered systems, service hours, included activities, recurring fees, SLA targets, escalation, exclusions, and transition requirements.
Back to heading