One commercial framework. Every service clearly governed.

• Affiliate: an entity controlling, controlled by, or under common control with a party.
• Agreement: this MSA and incorporated SOWs, orders, schedules, addenda, and policies.
• Customer Data: data made available by or for Customer in connection with Services.
• Deliverables: work product expressly identified as a deliverable in an SOW.
• Documentation: guides, designs, diagrams, instructions, reports, and supporting materials.
• Kool&Tech Materials: pre-existing and reusable methods, code, frameworks, templates, connectors, tools, know-how, and improvements.
• Services: services described in an accepted SOW, order, subscription, or schedule.
• SOW: a Statement of Work or equivalent signed ordering document.
• Third-Party Service: software, hosting, cloud, communications, payment, AI, or other service not owned by Kool&Tech.

Services may include Odoo ERP consulting and implementation, Microsoft 365 administration, business-process analysis, websites, eCommerce, automation, integrations, custom development, migrations, training, support, managed IT, security-related assistance, assessments, documentation, KoolArchitect, and related services.

Only Services expressly included in an accepted SOW or order are required. Descriptions on websites, proposals, demonstrations, roadmaps, or marketing materials do not expand scope unless incorporated in writing.

Each SOW should identify objectives, scope, assumptions, deliverables, exclusions, schedule, responsibilities, fees, acceptance criteria, dependencies, and any service-specific terms.

An SOW is governed by this MSA. A project-specific SOW controls over this MSA only for the subject expressly addressed and only for that SOW.

Customer Affiliates may purchase Services only through an ordering document accepted by Kool&Tech. Each ordering Customer is responsible for its own obligations unless the parties agree otherwise.

Changes to scope, requirements, architecture, data, assumptions, schedule, environments, integrations, users, entities, deliverables, or acceptance criteria require written approval through a change order, revised SOW, additional order, or other documented authorization.

Kool&Tech is not required to perform changed or additional work until scope, fees, timing, and responsibilities are agreed. Investigation needed to estimate or classify a change may be billable.

Dates are estimates unless expressly stated as binding. Timelines depend on Customer access, decisions, content, data, testing, licenses, vendor performance, and other stated assumptions.

Kool&Tech may use remote delivery, phased implementation, staging, iterative review, and commercially reasonable project methods. Each party will designate contacts with authority appropriate to the engagement.

Customer will provide accurate and timely information, qualified decision-makers, secure access, licenses, environments, test data, approvals, personnel availability, and other dependencies reasonably required.

Customer is responsible for business requirements, legal and regulatory requirements, data accuracy, internal controls, user adoption, authorized use, backups unless contracted, and final business decisions.

Delay or rework caused by Customer, Customer vendors, incomplete information, changed assumptions, or unavailable resources may affect fees and schedule.

Fees may be fixed, milestone-based, time and materials, prepaid, retainer-based, recurring, subscription-based, usage-based, per incident, or otherwise stated in the ordering document.

Unless an SOW expressly states otherwise, estimates are not fixed caps. Time may include analysis, configuration, development, meetings, testing, deployment, vendor coordination, documentation, travel, support, and project administration.

Invoices are payable according to the payment terms in the applicable order or SOW. Customer must notify Kool&Tech promptly of a good-faith invoice dispute and timely pay undisputed amounts.

Quoted fees exclude taxes, duties, bank fees, currency conversion, licenses, third-party charges, travel, shipping, and expenses unless expressly included.

Late amounts may accrue interest at the lesser of the rate stated in the order or the maximum lawful rate. Customer is responsible for reasonable collection costs to the extent permitted by law.

Kool&Tech may suspend affected Services for overdue payment, exhausted prepaid hours, expired subscriptions, missing authorization, security risk, or material breach after any notice required by the Agreement or law.

Customer is responsible for sales, use, consumption, value-added, withholding, and similar taxes arising from Customer's purchase, excluding taxes based on Kool&Tech's net income.

If Customer must withhold tax, Customer will provide legally sufficient documentation and cooperate on available exemption or credit procedures.

Pre-approved travel, lodging, shipping, mileage, materials, and out-of-pocket expenses may be billed as stated in the SOW. Onsite work may require minimum charges, travel-day billing, and advance reimbursement arrangements.

Customer will review Deliverables within the period stated in the SOW and either accept them or provide specific written notice identifying a material failure to meet express acceptance criteria.

If no acceptance period is stated, acceptance occurs upon productive use, written approval, payment tied to acceptance, or failure to provide specific rejection within a commercially reasonable period.

Kool&Tech will use reasonable efforts to correct a valid, timely reported nonconformity. New preferences, changed requirements, or items outside acceptance criteria are changes.

Customer's use of Odoo, Microsoft, Twilio, Stripe, PayPal, hosting, domains, carriers, AI providers, applications, APIs, modules, and other Third-Party Services is subject to the provider's terms, pricing, licensing, support, privacy, security, and availability.

Kool&Tech may recommend, configure, resell, administer, or integrate a Third-Party Service but does not control the provider's roadmap, performance, outages, changes, data practices, or remedies.

Customer authorizes Kool&Tech to communicate with relevant providers and share information reasonably necessary to perform Services, subject to applicable data-protection terms.

Customer will obtain and maintain required licenses, subscriptions, permissions, domains, accounts, certificates, and vendor support unless the SOW assigns procurement to Kool&Tech.

Where practical, production accounts and domains intended for Customer's continuing use should be registered to Customer or transferred after payment and completion. Transfer may remain subject to provider restrictions and technical feasibility.

As between the parties, Customer retains ownership of Customer Data and materials supplied by Customer. Customer grants Kool&Tech and its authorized providers a limited right to use them to perform, secure, support, and administer the Services.

Customer represents that it has all rights and lawful authority necessary for the instructions, data, content, software, credentials, and materials it provides.

Kool&Tech retains ownership of Kool&Tech Materials, including reusable code, frameworks, accelerators, templates, methodologies, prompts, connectors, libraries, documentation structures, designs, tools, know-how, and improvements not uniquely created and assigned under an SOW.

No transfer of Kool&Tech Materials occurs by implication. Customer receives only the license expressly granted in the Agreement.

Ownership and licensing of custom Deliverables must be stated in the SOW. Unless the SOW expressly assigns ownership after full payment, Kool&Tech grants Customer a nonexclusive, nontransferable, internal-use license to paid Deliverables for Customer's business operations.

Even where an SOW assigns a custom Deliverable, Kool&Tech retains Kool&Tech Materials, generalized skills, ideas, non-Customer-specific components, and the right to develop similar functionality independently, without using Customer Confidential Information.

Deliverables may include open-source or third-party components governed by their own licenses. Those licenses control the applicable components.

Kool&Tech does not grant rights broader than Kool&Tech has authority to grant. Customer is responsible for complying with licenses applicable to Customer's operation, distribution, or modification of such components.

Customer may provide suggestions and feedback. Unless the parties agree otherwise in writing, Kool&Tech may use non-confidential feedback without restriction or obligation, provided Kool&Tech does not identify Customer or disclose Customer Confidential Information.

Each receiving party will protect the other party's nonpublic business, technical, security, financial, and operational information using reasonable care and will use it only for the Agreement.

Confidential Information excludes information the receiving party can document was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed without use of the disclosing party's Confidential Information.

Required disclosure is permitted after legally allowed notice and reasonable cooperation regarding protective measures.

Each party will comply with applicable privacy and data-protection obligations for processing under its responsibility.

Where Kool&Tech processes Personal Data on Customer's behalf, the Data Processing Addendum is incorporated and governs that processing. The Privacy Policy, Security & Trust Center, and Subprocessor List provide additional applicable information.

Customer must identify regulated, sensitive, residency-restricted, children's, health, payment, government, or other specially protected data before processing begins.

Each party will maintain reasonable safeguards appropriate to its role. Customer remains responsible for Customer-controlled identities, endpoints, networks, accounts, permissions, configurations, users, and backups unless expressly included.

Kool&Tech may take protective action to address security, abuse, legal, data-integrity, or provider risk. Security commitments are limited to those expressly stated in the Agreement and Security & Trust Center.

AI-enabled Services are governed by the AI Use & Disclosure Policy, Responsible AI Statement, applicable DPA, and service-specific documentation.

AI output may be inaccurate, incomplete, non-unique, or unsuitable without human review. Customer is responsible for validating output and for consequential decisions and actions.

Kool&Tech will not use Customer Personal Data to train a publicly available foundation model unless Customer expressly authorizes the use and applicable law permits it.

Support is provided only to the extent included in an SOW, support plan, retainer, subscription, or managed-services agreement and is governed by the Support Policy.

Response, availability, maintenance, service credits, after-hours, and 24x7 commitments exist only when selected in a signed Service Level Schedule under the SLA Framework.

Kool&Tech warrants that it will perform Services in a professional and workmanlike manner using personnel with appropriate skills for the contracted scope.

Customer's exclusive remedy for a timely, substantiated breach of this warranty is re-performance of the affected Services or, if Kool&Tech determines re-performance is not commercially reasonable, refund of the fees paid for the materially nonconforming portion.

Any warranty period must be stated in the SOW; otherwise no post-acceptance warranty period is created by this public template.

Except for express warranties in a signed Agreement, Services, Deliverables, recommendations, AI output, and public content are provided “as is” and “as available” to the maximum extent permitted by law.

Kool&Tech does not guarantee uninterrupted or error-free operation, compatibility with every system, preservation of unsupported customizations, regulatory certification, business outcomes, profit, revenue, savings, productivity, adoption, financing, tax treatment, audit result, or legal compliance outcome.

Third-Party Services remain subject to provider warranties and disclaimers.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, opportunity, use, anticipated savings, or business interruption, arising from the Agreement, even if advised of the possibility.

This exclusion does not apply where damages cannot lawfully be excluded.

To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable to Kool&Tech under the affected SOW during the twelve months preceding the event giving rise to the claim.

If the affected SOW has been active for less than twelve months, the cap is the fees paid or payable under that SOW through the event giving rise to the claim.

Any negotiated exceptions, super-caps, or different limits must be expressly stated in a signed SOW or addendum. Nothing limits liability that cannot lawfully be limited.

Customer will defend and indemnify Kool&Tech and its personnel from third-party claims arising from Customer Data or materials, Customer's unlawful or unauthorized use, Customer instructions, Customer products or services, or Customer's violation of law or third-party rights.

Indemnity is subject to prompt notice, reasonable control of defense by the indemnifying party, and reasonable cooperation. No settlement may admit fault or impose non-monetary obligations on the indemnified party without consent.

Kool&Tech will defend Customer from a third-party claim that a paid Deliverable created solely by Kool&Tech and used as authorized directly infringes a United States copyright, trademark, or patent, and will pay finally awarded damages or approved settlement amounts.

This obligation excludes claims arising from Customer materials, specifications, combinations, modifications, continued use after notice, open-source components, Third-Party Services, or use outside the Agreement.

Kool&Tech may modify, replace, obtain rights for, or discontinue the affected Deliverable and refund the unamortized fees attributable to it as Customer's exclusive remedy.

Each party will comply with laws applicable to its own performance and business. Customer is responsible for laws, notices, consents, records, licenses, and sector requirements applicable to Customer's use and data.

Kool&Tech does not provide legal, tax, accounting, audit, medical, investment, or other regulated professional advice unless expressly licensed and contracted to do so.

Each party will comply with applicable export controls, sanctions, anti-boycott rules, and restrictions on users, destinations, technology, data, and end uses.

Customer will not provide access to a prohibited party or use Services for restricted activities without required authorization.

Each party is responsible for maintaining insurance appropriate to its business and obligations. Any minimum insurance requirements, certificates, or additional insured status must be expressly stated in the SOW or an insurance addendum.

This MSA begins on the effective date of acceptance and continues until terminated. Each SOW or subscription has the term and renewal rules stated in that ordering document.

Expiration or termination of one SOW does not automatically terminate another SOW or this MSA unless expressly stated.

Either party may terminate this MSA when no SOW is active by written notice. An active SOW may be terminated only as permitted by that SOW or this MSA.

Either party may terminate for material breach not cured within the stated cure period after written notice. Immediate suspension or termination may apply for unlawful use, security risk, insolvency, repeated nonpayment, or another condition expressly allowed by the Agreement or law.

Upon termination, Customer will pay accrued fees, approved expenses, noncancelable commitments, and applicable early-termination charges.

Each party will stop using the other party's Confidential Information except as required for retained records, legal obligations, dispute preservation, backups, and continuing rights.

Data return, export, transition, deletion, and assistance are subject to the DPA, platform capability, fees, and applicable SOW.

Payment, confidentiality, intellectual property, licenses intended to continue, disclaimers, liability limits, indemnities, dispute terms, retained-data protections, and provisions that by nature should survive will survive termination.

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, labor disruption, government action, internet or utility failure, widespread cyber event, vendor outage, or supply-chain disruption.

The affected party will use commercially reasonable efforts to mitigate and resume performance. Payment obligations for Services already provided are not excused.

The parties are independent contractors. This Agreement does not create employment, partnership, franchise, fiduciary, agency, or joint-venture relationships.

Neither party may bind the other except through express written authority.

Kool&Tech may use qualified employees, contractors, Affiliates, and service providers to perform Services and remains responsible for its contractual obligations.

Data-processing Subprocessors are governed by the DPA. Customer may not directly hire assigned Kool&Tech personnel during an engagement except as permitted by a signed non-solicitation provision, if any.

Neither party may assign the Agreement without the other's prior written consent, except to an Affiliate or in connection with a merger, reorganization, acquisition, or sale of substantially all relevant assets, provided the assignee assumes the obligations.

An assignment to a competitor, sanctioned party, or party unable to perform may be refused. Unauthorized assignment is void to the extent permitted by law.

Formal notices under the Agreement must be delivered to the contacts and addresses stated in the accepted order or signature block by the permitted method stated there.

Operational support messages, invoices, project communications, and notices posted to a service may use the ordinary agreed channels but do not replace formal notice where the Agreement requires one.

Before filing a non-urgent claim, the parties will attempt in good faith to resolve the dispute through project contacts and then authorized executives.

The parties may agree to mediation. Nothing prevents either party from seeking temporary injunctive relief, protecting intellectual property or Confidential Information, collecting undisputed amounts, or meeting a legal filing deadline.

This MSA is governed by the laws of the State of Florida, without regard to conflict-of-laws rules.

Unless a signed SOW states another valid forum, the state and federal courts with jurisdiction in Florida will have exclusive jurisdiction, and each party consents to that jurisdiction and venue.

Mandatory local law may apply to the extent it cannot be contractually displaced.

To the extent permitted by law, a claim arising from the Agreement must be brought within one year after the claimant knew or reasonably should have known of the basis for the claim, unless a signed SOW states otherwise or law requires a different period.

Neither party may use the other's trademarks or issue a public announcement implying endorsement without permission.

Customer may authorize Kool&Tech to identify Customer by name and logo or describe a project through a separate written approval. Confidential details will not be disclosed without authorization.

Each party will maintain records reasonably necessary for its obligations. Any audit right must be exercised under the applicable DPA, SOW, or law and is subject to confidentiality, security, relevance, reasonable notice, business hours, non-disruption, and protection of other customers.

Unless a signed document expressly states otherwise, conflicts are resolved in this order:

1. Mandatory law and approved transfer clauses for their subject.
2. Signed change order for the affected scope.
3. Signed service-specific SOW, order, or subscription schedule.
4. Signed SLA Schedule for service-level matters.
5. Data Processing Addendum for covered processing.
6. This MSA.
7. Support Policy, Acceptable Use Policy, Security & Trust Center, AI policies, and other incorporated public policies.
8. General website Terms & Conditions.

The Agreement is the entire agreement for its subject and supersedes prior proposals and discussions. Amendments must be in writing and accepted by authorized representatives.

Failure to enforce a provision is not a waiver. If part of the Agreement is unenforceable, it will be modified to the minimum extent necessary and the remainder continues.

Headings are for convenience. “Including” means including without limitation. Counterparts together form one instrument.

The parties consent to electronic records, counterparts, click acceptance, electronic signatures, and electronic delivery where permitted by law.

An electronic signature, symbol, or process adopted with intent to sign may evidence acceptance. Each party is responsible for ensuring that its signer is authorized.

By signing below or accepting an ordering document that incorporates this MSA, each party represents that the signer is authorized to bind that party.

Kool&Tech may update this public MSA template for future transactions. An update does not amend an already signed agreement unless the governing document permits the change or the parties accept it.