Ir al contenido

STANDARD TERMS AND CONDITIONS OF SALE

This Agreement is made between Kool&Tech LLC, a Florida limited liability company (“Kool&Tech”), and the Client (“Client”). These Terms govern all Statements of Work (SOW), quotations, orders, and services provided by Kool&Tech.

  1. Agreement Structure
  2. These Terms, together with any SOW or accepted quotation (“Order”), constitute the entire agreement between Kool&Tech and Client. In case of conflict, precedence is: (i) a mutually executed SOW or Order, (ii) these Terms, (iii) referenced attachments. Client purchase orders are for administrative convenience only and do not modify the Agreement unless expressly agreed in writing.

  4. Scope of Services
  5. Kool&Tech will provide only the services and deliverables expressly described in the applicable SOW or Order. Additional work requires a written change order. Kool&Tech does not provide legal, tax, or accounting advice; Client is responsible for compliance decisions.

  7. Engagements
  8. Limited-scope or phased engagements deliver only the functionality expressly defined. Additional phases or enhancements require a separate written agreement.
  9.  
  10. Fees and Payment
  11. Fees are as stated in the SOW or Order, exclusive of taxes unless otherwise specified. A non-refundable down payment of at least thirty percent (30%) is required before commencement of services. Kool&Tech will invoice per the SOW or, if unspecified, monthly in arrears. Payments are due per invoice terms; late payments may accrue interest. Kool&Tech may suspend services for undisputed overdue amounts after notice.

  13. Client Obligations
  14. Client must provide timely and accurate information, system access, and a project representative with decision-making authority. Kool&Tech is not liable for delays caused by Client actions or omissions.

  16. Change Management
  17. Any changes to scope, assumptions, timeline, or fees require a mutually executed change order or amended SOW. Kool&Tech is not obligated to perform out-of-scope work without such approval.

  19. Intellectual Property
  20. Each party retains ownership of its pre-existing intellectual property. Upon full payment, Client receives a non-exclusive, non-transferable license to use deliverables for internal business purposes. No ownership or source code rights are transferred unless expressly stated.

  22. Confidentiality
  23. Both parties must protect the other’s confidential information and use it solely for purposes of this Agreement, subject to standard exclusions and legal requirements.

  25. Third-Party Services
  26. Odoo software and other third-party products or services are governed by their respective providers’ terms. Kool&Tech is not responsible for third-party pricing, availability, or performance.

  28. Warranties and Disclaimers
  29. Kool&Tech warrants that services will be performed professionally and in accordance with industry standards. All other warranties, express or implied, are disclaimed.
  30.  
  31. Limitation of Liability
  32. Neither party is liable for indirect, incidental, special, or consequential damages. Except for willful misconduct, confidentiality breaches, or indemnification, each party’s total liability is limited to fees paid in the twelve (12) months preceding the claim.

  34. Termination
  35. Either party may terminate for material breach not cured within thirty (30) days after written notice (or ten (10) days for non-payment). Client must pay for services rendered through the termination date. Down payments are non-refundable. 

  37. Force Majeure
  38. Neither party is liable for delays or failures due to events beyond reasonable control.

  40. Governing Law
  41. This Agreement is governed by the laws of the State of Florida. Exclusive jurisdiction and venue lie in the state or federal courts located in Florida.

  43. Entire Agreement
  44. These Terms and the applicable SOW or Order constitute the entire agreement and supersede all prior agreements.