Professional services with clarity. From scope to successful handoff.

• Change Order: a written modification to an accepted SOW.
• Customer Materials: data, content, instructions, software, credentials, and other items provided by Customer.
• Deliverable: an output expressly identified as a deliverable in the SOW.
• Dependencies: Customer, vendor, technical, licensing, data, access, and decision inputs required for performance.
• Professional Services: project services specified in an SOW.
• Project Assumptions: conditions used to define effort, scope, schedule, and fees.
• SOW: the accepted Statement of Work, proposal, order, or equivalent project document.

Professional Services may include Odoo ERP, Microsoft 365, websites, eCommerce, business automation, APIs, custom integrations, data work, documentation, assessments, training, AI-enabled functions, and KoolArchitect-related consulting.

Only tasks, modules, entities, environments, users, scenarios, integrations, and Deliverables expressly included in the SOW are in scope. Items not listed are excluded even when related to the same business objective.

Each SOW should identify the project objective, scope, Deliverables, exclusions, assumptions, estimated or fixed effort, schedule, fees, payment plan, roles, acceptance criteria, technical environments, and dependencies.

Kool&Tech's existing Odoo SOW structure uses project objective, module-level scope, estimated effort, Deliverables, and exclusions, including explicit exclusions for data migration and custom development when omitted. This PSA preserves that scope-driven model.

Each party will designate a project contact with authority appropriate to the engagement. The parties may use project meetings, status reports, issue logs, decision logs, testing records, and shared workspaces.

Kool&Tech may rely on decisions and approvals from Customer's designated contacts. Internal Customer alignment, stakeholder management, policy approval, and executive authorization remain Customer responsibilities.

Customer will provide timely access, accurate information, qualified subject-matter experts, decisions, licenses, environments, test data, approvals, and availability reasonably required.

Customer is responsible for business-process ownership, legal and regulatory requirements, data quality, internal controls, user readiness, change management, training attendance, and final production authorization.

Customer delay or incomplete dependencies may extend the schedule, consume budget, require replanning, or produce a Change Order.

Effort, fees, and timing are based on the assumptions in the SOW. If an assumption is inaccurate or a dependency is unavailable, Kool&Tech may adjust the plan, pause affected work, use available budget on other tasks, or propose a Change Order.

Common dependencies include vendor availability, subscriptions, administrator access, data extracts, Customer testing, stakeholder decisions, technical documentation, API capability, and third-party approvals.

Unless expressly included, Professional Services exclude:

• Historical data cleansing, reconciliation, migration, or correction.
• Custom code, new modules, or integrations not identified in the SOW.
• Third-party licensing, hosting, carrier, payment, application, or vendor fees.
• Legal, tax, accounting, audit, compliance certification, or regulated professional advice.
• Hardware, cabling, local network, device repair, internet, and physical infrastructure.
• Continuous support, monitoring, 24x7 coverage, disaster recovery, or managed services.
• New requirements discovered after scope approval.

Either party may request a change. A Change Order should describe the requested modification, reason, affected scope, Deliverables, assumptions, fees, timing, acceptance criteria, and dependencies.

No Change Order is effective until accepted in writing by authorized representatives. Kool&Tech may continue unchanged work, pause affected work, or defer the request while the Change Order is evaluated.

A Change Order preserves the original SOW and documents the change from its effective date forward.

A request may be outside scope when it introduces a new process, module, entity, location, report, integration, data source, user group, workflow, environment, compliance requirement, design preference, or acceptance criterion.

Questions and minor clarifications do not automatically expand scope. Repeated revisions, rework caused by changed direction, or work beyond included iterations may require additional fees.

Project dates are estimates unless expressly identified as binding milestones. Schedules depend on Customer cooperation, vendor availability, access, data, decisions, and testing.

Kool&Tech may resequence tasks to use resources efficiently. A delayed Customer dependency may move the project to the next available delivery window.

Fees may be fixed, milestone-based, time and materials, prepaid, capped, or otherwise stated in the SOW.

Estimated hours are planning estimates unless expressly identified as a fixed ceiling. Time may include discovery, design, configuration, development, meetings, testing, deployment, documentation, vendor coordination, troubleshooting, and project administration.

Kool&Tech will communicate material budget trends when practical, but Customer remains responsible for authorized work performed.

Invoices follow the milestones, deposits, recurring schedule, hourly cadence, or other payment terms stated in the SOW.

Kool&Tech may require a deposit, prepaid hours, payment before deployment, or payment before transferring production assets. Undisputed amounts remain payable while invoice questions are reviewed.

Approved travel, lodging, mileage, shipping, materials, and out-of-pocket expenses may be billed. Onsite work may include minimum daily charges, travel time, and advance scheduling.

Kool&Tech may assign employees, contractors, specialists, Affiliates, and approved service providers based on skill, availability, location, and project need.

Named personnel are not guaranteed unless expressly stated. Kool&Tech remains responsible for its contractual performance and may replace assigned resources with reasonably qualified personnel.

Services may be delivered remotely using meetings, screen sharing, administrative portals, source-control systems, staging environments, and approved collaboration tools.

Customer authorizes access reasonably required for the SOW and will use secure methods. Shared passwords, excessive privileges, and insecure access may be refused.

Data services apply only to the objects, fields, volumes, sources, transformations, validation rules, and cycles stated in the SOW.

Customer is responsible for lawful access, extraction rights, source accuracy, cleansing decisions, mapping approval, reconciliation, retention, and final validation.

Sample migrations do not guarantee that all production records will load without exception. Additional cycles, remediation, or historical correction may require a Change Order.

Integration scope must identify systems, direction, objects, triggers, frequency, authentication, mapping, validations, error handling, volume assumptions, ownership, and testing.

Third-party API limits, undocumented behavior, vendor changes, fees, outages, approvals, and licensing remain dependencies. A vendor change after design approval may require redesign or additional work.

Custom development is included only when expressly stated. The SOW should define functional requirements, target version, repositories, environments, dependencies, testing, documentation, deployment, warranty, and ownership or licensing.

New requirements discovered during development are not automatically included. Compatibility with future platform versions, third-party updates, or changed infrastructure requires separate scope unless expressly warranted.

Kool&Tech will perform the testing stated in the SOW. Customer is responsible for user acceptance testing, business validation, data validation, and production approval unless the SOW states otherwise.

Testing should use approved scenarios and expected results. A passing test confirms the tested condition, not every possible input, future change, user behavior, or external dependency.

Customer will complete UAT within the period and using the criteria stated in the SOW. Customer will document defects with steps, evidence, expected results, actual results, severity, and affected scenario.

Preferences, enhancements, changed requirements, unsupported data, and issues caused by excluded systems are not acceptance defects.

Customer will accept a Deliverable or provide specific written rejection within the SOW's review period. Rejection must identify a material failure to meet an express acceptance criterion.

Acceptance occurs upon written approval, productive use, deployment authorization, payment tied to acceptance, or expiration of the review period without a valid rejection.

Kool&Tech will use reasonable efforts to correct a valid rejection and resubmit the Deliverable.

Production deployment requires Customer authorization and satisfaction of agreed readiness conditions. Customer is responsible for operational scheduling, internal communications, user readiness, and business-continuity decisions.

Deployment may require a maintenance window, backup, rollback plan, data freeze, vendor coordination, or temporary service interruption.

Training scope is limited to the audiences, sessions, duration, languages, modules, recordings, and materials stated in the SOW.

Customer will ensure attendance, appropriate access, and relevant business knowledge. Additional onboarding, refreshers, new-user sessions, or customized materials require separate scope unless included.

Documentation may include configuration summaries, process maps, technical notes, user guides, handoff records, or other items expressly listed as Deliverables.

Documentation reflects the environment and information available when prepared. Customer changes, platform updates, and third-party revisions may make documentation outdated.

Customer retains Customer Materials and Customer Data. Kool&Tech retains pre-existing and reusable methods, templates, frameworks, tools, libraries, prompts, connectors, designs, know-how, and generalized improvements.

Ownership or licensing of custom Deliverables is governed by the MSA and the applicable SOW. No ownership transfer occurs until full payment and only to the extent expressly stated.

Odoo, Microsoft, Twilio, Stripe, PayPal, cloud platforms, hosting providers, carriers, modules, APIs, and other third-party services are governed by their own terms.

Kool&Tech may configure or integrate them but does not control their availability, pricing, roadmap, support, licensing, data practices, or future compatibility.

Each party will use reasonable safeguards appropriate to its role. Customer must identify sensitive, regulated, residency-restricted, or specially protected data before work begins.

The Data Processing Addendum governs Personal Data processed by Kool&Tech on Customer's behalf. Security commitments are further described in the Security & Trust Center.

AI may assist with analysis, drafting, documentation, recommendations, classification, transformation, or automation when included in scope.

AI output requires human review and may be inaccurate, incomplete, non-unique, or unsuitable. Customer remains responsible for consequential decisions, approvals, publication, and use.

The AI Use & Disclosure Policy and Responsible AI Statement apply to AI-enabled Services.

Kool&Tech warrants that Professional Services will be performed in a professional and workmanlike manner.

If the SOW includes a warranty period, Customer must report a reproducible material nonconformity within that period. The exclusive remedy is reasonable re-performance or, if re-performance is not commercially reasonable, refund of fees paid for the materially nonconforming portion.

Enhancements, changed requirements, third-party changes, Customer modifications, unsupported environments, and excluded items are not warranty work.

Post-deployment stabilization, hypercare, warranty support, recurring support, monitoring, and managed services are included only when stated in the SOW or a separate support plan.

After project completion, ongoing requests are governed by the Support Policy and any applicable retainer, subscription, or SLA Schedule.

Kool&Tech may pause work for overdue payment, unavailable dependencies, prolonged Customer delay, security risk, unsafe instruction, expired licenses, lack of authorization, or material breach.

A paused project may require replanning, resource reassignment, restart fees, or a Change Order before work resumes.

An SOW may be terminated as stated in the SOW or MSA. Upon termination, Customer will pay for Services performed, approved expenses, completed milestones, committed third-party costs, and noncancelable obligations.

Kool&Tech will provide completed paid Deliverables and reasonable transition information subject to payment, security, platform capability, and any agreed transition scope.

Warranties, disclaimers, excluded damages, liability caps, indemnities, governing law, confidentiality, and dispute provisions are governed by the MSA or, if no MSA exists, the corresponding provisions incorporated into the accepted SOW.

This PSA does not expand liability beyond the governing contract.

The parties may rely on written approvals, meeting notes, ticket records, project-system entries, emails, decision logs, and Change Orders as evidence of project decisions.

Customer should promptly correct an inaccurate written project decision. Silence after reasonable circulation may be treated as acknowledgment for project administration, but not as acceptance of a Change Order requiring signature.

Closeout may include final Deliverables, known-issues list, documentation, credentials or account transfer, deployment record, training completion, support transition, and outstanding recommendations as applicable.

Customer is responsible for safeguarding transferred credentials, repositories, documentation, and production access after handoff.

For Professional Services, the order of precedence is: signed Change Order; signed SOW or order; signed SLA Schedule for service-level matters; Data Processing Addendum for covered processing; Master Services Agreement; this PSA; incorporated policies; and general website Terms & Conditions.

A specific signed term controls over a conflicting general term for the same subject.

This PSA may be accepted by signature, electronic signature, click acceptance, or execution of an SOW that references it. The person accepting represents authority to bind the Customer.

When separately executed, the parties may sign below. An accepted SOW may also incorporate this PSA without separate signatures.

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