Terms of Service Agreement

Introduction

Hello and thanks for choosing Kalra Technology Solutions LLC (KTS) for your digital needs! We're a Texas-based company passionate about making innovative technology solutions available to organizations of all sizes. When you explore our offerings at https://www.kalra.tech (Website) and decide to use our Services, you're agreeing to our Terms of Service, which we designed to ensure we both experience a smooth and positive working relationship. We’re all about transparency and clear communication, so we encourage you to take a moment to review these terms to make sure we’re on the same page.

1. Scope of Agreement

1.1. This document delineates the Terms of Service that govern the engagement between the Client and Kalra Technology Solutions LLC. By undertaking a project with KTS, subscribing to a service, or enrolling in a membership, the Client unequivocally consents to the Terms outlined herein.

1.2. These Terms are designed to establish a clear and comprehensive legal framework for the use of the KTS Website and the consumption of the Services offered. They spell out the expectations, obligations, and rights of both the Client and KTS, ensuring a transparent and mutually beneficial relationship.

1.3. It is imperative that Clients fully understand and agree to these stipulations before commencing their engagement with KTS. The Terms outlined herein will govern all aspects of the interaction between the Client and KTS, and by proceeding to use KTS’s Services, the Client affirms their understanding and acceptance of these Terms.

2. Definitions

2.1. Client refers to any individual or entity that engages with KTS to avail themselves of the Services we offer. This engagement may occur through direct contract, subscription to a membership plan, or via any form of interaction facilitated by our Website.

2.2. KTS refers to Kalra Technology Solutions LLC, a limited liability company legally established within the state of Texas. KTS specializes in a range of technology solutions aimed at enhancing business operations. This entity stands as the provider of the Services and owner of the Website described within these Terms.

2.3. Services denotes the comprehensive array of solutions provided by KTS, encompassing a wide variety of productized offerings such as website development, application creation, and automation services, all of which are outlined in detail in the service catalog accessible via the Customer Portal.

2.4. A Subscription comprises a model of engagement where Clients gain ongoing access to specific Services offered by KTS, based on a recurring agreement that is governed by these Terms.

2.5. A Membership indicates a structured agreement offering Clients access to tiered benefits, which may include, but are not limited to, discounts on services, priority in service access, and exclusive offers. These benefits are categorized into various membership packages, each designed to cater to the diverse needs of our Clients.

2.6. The Website refers to KTS's online platform, located at https://www.kalra.tech, through which Clients can learn about KTS Services, engage with content, request Services, and access the Customer Portal. The Website serves as the digital gateway to all KTS offerings and is an integral part of how KTS communicates and transacts with its Clients.

2.7. The Customer Portal (or Portal) refers to the dedicated online platform developed by KTS, designed to facilitate a seamless interaction between the Client and KTS. Within this portal, Clients can access our service catalog, manage their projects, and engage in direct communication with KTS through the Portal. This platform serves as the primary conduit for project management, feedback provision, and the approval process.

3. Services

3.1. Portal and Member Registration

3.1.1. Upon registration in the KTS Customer Portal, Clients are required to complete an onboarding series designed to familiarize them with the portal’s functionality and KTS’s processes.

3.1.2. Additionally, Clients must complete a business profile form as part of their portal setup. This form is essential for understanding the Client’s Business needs and must be filled out before any service request can be processed.

3.2. Requesting Services

3.2.1. Service requests must be formally submitted by the Client through the Customer Portal either by the Client or by a KTS team member at the Client’s request.

3.2.2. Communications via email or text to KTS team members will not be considered formal service requests unless they have been submitted through the portal.

3.2.3. Following the submission of a service request, Clients are required to complete any pre-work materials or information forms in a timely manner, as defined by their membership feedback period before work on the service request can commence.

3.3. Service Timelines

3.3.1. Estimated Turnaround Time: Each service offered by KTS comes with an estimated turnaround time, which is published in the service catalog available through the Customer Portal. This estimated timeline is designed to provide Clients with a general expectation of how long a service request is anticipated to take from initiation to completion, under typical circumstances.

3.3.2. Factors Affecting Timelines: KTS acknowledges that several factors may influence the actual turnaround time of a service. Key among these factors is client responsiveness. The timely provision of information, approvals, and feedback by the Client is crucial for maintaining project momentum and meeting estimated timelines.

3.3.3. Client’s Responsibility: Clients are expected to actively engage with KTS throughout the service delivery process, adhering to requests for information or decisions needing their input. Failure to respond promptly may result in delays that extend beyond the initial estimated turnaround time. KTS commits to communicating any anticipated delays and working collaboratively with the Client to minimize their impact.

3.3.4. Adjustment of Timelines: Understanding that project needs may evolve and unforeseen challenges may arise, both KTS and the Client agree to flexibility in adjusting service timelines as needed. Any significant changes to the estimated turnaround time will be discussed with the Client, and amendments will be mutually agreed upon to reflect the new project scope or requirements.

3.4. Service Level Agreements (SLAs)

3.4.1. As part of KTS’s commitment to service excellence, specific SLAs are outlined within each membership tier, detailing response times, project milestones, and other service delivery commitments.

3.4.2. Clients are encouraged to review their membership tier’s SLA to fully understand the service commitments provided by KTS. These SLAs are integral to setting realistic expectations regarding service delivery, feedback response times, and project completion timelines.

3.4.3. KTS reserves the right to modify these SLAs as necessary, in response to operational demands or to improve service delivery. Any changes to SLAs will be communicated to affected Clients in advance, ensuring transparency and maintaining trust.

4. Project Management

4.1. Feedback and Approvals

KTS prides itself on a collaborative approach to project management. As such, we will provide the Client with completed materials or outputs at various project milestones for review. Clients are accorded a seven-business-day window to furnish KTS with their feedback or approval, facilitated through the Customer Portal unless an alternative arrangement is specified in their Membership tier.

4.2. Revisions

Understanding the dynamic nature of technical projects, KTS anticipates the need for revisions and is prepared to accommodate such requests. These revisions are permissible within the bounds of the project's initially defined scope or the specifications delineated by the Client's Membership package, ensuring that they align with the project's objectives and are executed within a reasonable timeframe.

4.3. Changes of Scope

4.3.1. In the event that the Client requests alterations or additions that fall beyond the initial scope of work as agreed upon, it is understood that such changes may necessitate additional charges. These changes will be evaluated on a case-by-case basis, with KTS providing a detailed account of the supplementary charges that these alterations would incur. The Client shall be responsible for approving these charges prior to the implementation of said changes, ensuring full transparency and mutual agreement.

4.3.2. KTS may extend or modify any delivery schedules or deadlines as necessitated by the approved changes in scope. Such adjustments are made with the intent of accommodating the evolving requirements of the Client while maintaining the integrity and quality of the agreed-upon Services.

4.3.3. The additional charges arising from changes in scope shall be agreed upon in writing and may be billed either immediately or included within the final payment of the project, depending on the nature of the service requested and the terms of the agreement between the Client and KTS. This provision ensures that both parties have a clear understanding of the financial implications of scope changes and that such adjustments are documented and mutually agreed upon.

4.4. Project Status Changes

4.4.1. Project Pausing: To ensure fairness and dedication to all our clients' projects, KTS may institute a pausing mechanism for ongoing projects. This may occur due to delays in receiving necessary feedback or approvals from the Client. In these situations, KTS will place the project in a waiting queue, retaining its active status for a default pause period of seven business days or a period provided by the client's membership level, whichever is longer. This practice is in place to be equitable to other clients awaiting project commencement. Given that KTS takes on a limited number of projects to dedicate the requisite time and attention each project deserves, maintaining a reasonable workload is paramount.

4.4.2. Project Deactivation: If a project remains paused beyond the specified pause duration without any progress due to a lack of client response, KTS will move the project to an inactive queue and mark it as "Deactivated." During this phase, KTS will make attempts to contact the client to discuss potential reactivation. Reactivation of projects is subject to a reactivation fee and allows the project to resume from where it was paused. The intent is to encourage a resolution and continuation of the project while also accounting for the administrative efforts to manage the process. If attempts to reactivate the project are unsuccessful after a predetermined period, the project will move to termination.

4.4.3. Project Termination: Projects that cannot be reactivated or remain inactive for an extended period will be considered for termination. Upon termination, KTS will compile and send all project assets and communication to the Client before deleting them from our systems. Should the Client wish to pursue the project further after termination, a new request must be submitted through our portal. This new submission will be subject to current availability, and the project may be placed on a waitlist if immediate slots are not available. Termination is the final phase in our project management process, aimed at ensuring projects that are unable to proceed do not indefinitely occupy space in our active project queue.

5. Subscriptions

5.1. Subscription services offer Clients ongoing access to specified services and can be paused for a duration determined by the Client’s membership tier.

5.2. The limit on service requests and the number of concurrent requests a Client may have are defined by the product descriptions available at the time of checkout.

5.3. By signing up for a subscription service, the Client authorizes recurring charges to their credit card in accordance with the subscription terms.

6. Memberships

6.1. Membership benefits, including discounts, are exclusively for the registered Client and their organization. Sharing membership benefits with external parties is strictly prohibited and may result in the revocation of discounts or termination of the membership and/or account.

6.2. Membership benefits remain valid as long as the Client's membership is active and not delinquent on payments. In the event of membership cancellation, previously enjoyed discounts and benefits can be reinstated once the Client reactivates their membership.

7. Pricing & Payments

7.1. Pricing Information

Pricing for KTS's offerings, including one-off services, subscription services, and memberships, is detailed in the Customer Portal or through a custom quote provided for services requiring tailored solutions. This ensures that clients have access to clear and current pricing information.

7.2. Price Changes

7.2.1. General Price Adjustments: KTS reserves the right to modify prices for its Services at any time to align with market trends, cost adjustments, or service enhancements. While direct notification of these changes may not be consistently provided, clients can always find the latest pricing information in the Customer Portal.

7.2.2. Subscription and Membership Continuity: For active subscriptions the initially agreed-upon price will be preserved throughout the subscription's active period. If a subscription is cancelled and later renewed, it will adhere to the new pricing as indicated in the Customer Portal at the time of renewal.

7.2.3. Waitlist Projects: For clients with projects on the waitlist, KTS commits to reaching out before any impending price changes, offering a quotation that allows clients to lock in the current rate before adjustments take effect. This proactive approach ensures that waitlisted clients have the opportunity to secure more favorable pricing before changes are implemented.

7.3. Taxes

All fees quoted by KTS are exclusive of all taxes, levies, or duties imposed by taxing authorities. The Client is solely responsible for the payment of any such taxes, levies, or duties that may be applicable to their payments to KTS.

7.4. Payment Plans

7.4.1. Payment Plan Availability: KTS provides flexible payment plan options for select services, as detailed in our service catalog, accessible via the Customer Portal. Eligible services will be flagged in the catalog, highlighting the availability of payment plans to our clients.

7.4.2. Opting for a Payment Plan: Upon submitting a service request for eligible services, clients will have the opportunity to express their interest in a payment plan. Based on the client's preference and the service’s eligibility, KTS offers plans that can be broken down into 2, 3, or 4 installment payments, aiding in the financial management and viability of their project. A 10% charge will be added to the balance of the service in order to allow for this financing.

7.4.3. Initiation and Deposit Requirement: To engage KTS’s Services under a payment plan, the initiation of the Services requires a deposit, equivalent to the first installment of the chosen payment plan. This deposit acts as a fundamental prerequisite for commencing any work and must be remitted to KTS within 7 business days following the issuance of the initial invoice.

7.4.4. Consequences of Non-Payment: Should the Client fail to make this initial deposit payment within the outlined 7-business-day period, the project will be subject to forfeiture, resulting in the loss of any established timelines. This protocol ensures that KTS can effectively allocate resources and maintain a commitment to all clients awaiting Services.

7.5. Refunds

7.5.1. KTS’s policy on returns and refunds is predicated on a commitment to Client satisfaction. While KTS endeavors to provide Services that meet or exceed Client expectations, we recognize that there may be instances where Clients may seek refunds. The decision to grant a refund is at the sole discretion of KTS and will be determined on a case-by-case basis, considering factors such as project progress, the extent of work completed, and Client feedback throughout the project timeline.

7.5.2. Refund requests must be communicated to KTS in a timely manner, providing a clear and comprehensive reason for the request. KTS will assess each refund request thoroughly, considering all relevant project details and communications between KTS and the Client.

7.5.3. It is understood that refunds, if granted, may not encompass the full amount paid by the Client, particularly if the project has already incurred significant work hours, resources, or if any third-party costs have been engaged. The specifics of any refund, including the amount and the form of the refund (e.g., credit for future services versus a monetary refund), will be determined by KTS and communicated to the Client.

8. Third-Party Services

8.1. Use of Third-Party Services

8.1.1. In delivering our comprehensive services, KTS may utilize various third-party tools and services, including but not limited to referral platforms (e.g., Rewardful) and client management portals (e.g., Zendo). These tools play a crucial role in offering an enriched service experience to our clients.

8.1.2. The Client acknowledges that their use of these third-party services through KTS 's integration or recommendation is governed by the Terms of Service and privacy policies of these third-party entities. It is the Client's responsibility to review, understand, and comply with these third-party terms and conditions. KTS will endeavor to notify the Client of the third-party services being employed and provide guidance on accessing their terms when relevant.

8.1.3. By engaging the KTS’s Services, the Client agrees to hold KTS harmless from any breach of third-party terms while using these integrated services. The responsibility to adhere to third-party terms lies solely with the Client, including any obligations or constraints these terms may impose on the Client’s use of such services.

8.2. Contractor Usage for Service Fulfillment

KTS is committed to delivering high-quality services and, to this end, may engage the expertise of contractors, subcontractors, or other external entities. The Client acknowledges and agrees that KTS may delegate parts of the Service work to these partners as deemed necessary to fulfill the Service objectives efficiently. Regardless of the use of external entities, KTS remains accountable for the management of the Services provided and the quality of the deliverables to the Client.

9. Credit for Work and Promotion

9.1. Credit for Work

In acknowledgment of the creative and technical endeavors provided by KTS, Clients agree to credit KTS in at least one of the manners specified at the project's inception.

9.1.1. Footer Link: Client will allow KTS to place a discreet footer link to the KTS website stating that Client website was developed by KTS.

9.1.2. Project Listing: Client will allow KTS to link to Client website via listing the project on KTS’s website. This showcases the successful project and highlights the Client's business, fostering mutual visibility.

9.2. Promotion

KTS reserves the right to use any work produced for the Client, including project deliverables, in its promotional materials, portfolios, social media platforms, and other marketing channels. Such usage will be contingent upon obtaining explicit consent from the Client, which will be sought through a formal agreement or consent form prior to the project's commencement. KTS is committed to respecting any confidentiality or proprietary agreements, ensuring that only approved work is showcased in a manner that is mutually agreed upon.

10. Ownership of Materials and Intellectual Propert

10.1. Ownership of Materials

10.1.1. Upon completion of any project or provision of any Service, the Client shall retain full ownership of the website and any deliverables produced by KTS as part of the Service engagement. This ownership transfer is contingent upon the full settlement of any payments due to KTS for said Services.

10.1.2. KTS commits to transferring all necessary materials related to such projects or Services to enable the Client to exercise their ownership rights fully. This transfer includes, but is not limited to, source files, documentation, and any other materials utilized in the creation of the deliverables, ensuring the Client has everything required to maintain, modify, or advance the project deliverables.

10.1.3. The Client warrants that they possess the legal rights to all elements of text, photographs, and any other materials they furnish to KTS for incorporation into their projects. The Client further agrees to indemnify KTS against any third-party claims arising from the alleged infringement of intellectual property rights related to materials provided by the Client.

10.1.4. Conversely, KTS assures the Client that it holds, or has obtained, the necessary rights for all elements related to the services being provided. This assurance serves to protect the Client from any third-party claims alleging infringement of intellectual property rights concerning the Services rendered by KTS.

10.2. Intellectual Property Rights

10.2.1. All intellectual property rights in the Services, including but not limited to content, graphics, code, and software, as well as improvements, enhancements, modifications, and updates thereto, are owned by KTS or its licensors.

10.2.2. KTS grants the Client a non-exclusive, non-transferable, limited license to access and use the Services for the Client’s internal business purposes, subject to the terms and conditions of this Agreement.

10.2.3. Under no circumstances shall the Client infringe upon any copyright, patent, trademark, trade secret, or other proprietary rights or contractual rights of KTS or any third party in connection with the use of the Services.

10.2.4. The Client agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for any underlying software or technology used in the Services.

11. Third-Party Sites and Content

11.1. KTS 's Website and Services may provide links to content or add services provided by third parties as a convenience to our Clients. While KTS endeavors to choose reputable partners and service providers, it assumes no responsibility for the content, privacy policies, or practices of any third-party sites.

11.2. Interaction with any third-party service or content accessed through KTS’s Website or Services is solely at the Client’s own risk. KTS encourages Clients to carefully read the terms and privacy policies of any third-party sites they interact with.

11.3. The inclusion of any third-party content or link to a third-party site on the KTS’s Website does not imply endorsement or verification by KTS. KTS disclaims any responsibility for the accuracy, legality, or content of any external site or for that of subsequent links.

12. Confidentiality

12.1. KTS recognizes the value and sensitivity of the information shared by the Client while engaging the KTS’s Services. As such, KTS pledges to employ reasonable care and measures to safeguard the Client’s confidential information, preventing its unauthorized use or dissemination both during and after the term of this agreement.

12.2. For the purposes of these Terms, “Confidential Information” shall be defined as any information disclosed by the Client to KTS that is explicitly marked or communicated as confidential. This includes, but is not limited to, business plans, technical data, trade secrets, operation details, and client lists.

12.3. Notwithstanding the foregoing, the term Confidential Information shall not encompass any information that: (a) was already known to KTS prior to disclosure by the Client without an obligation of confidentiality; (b) becomes publicly available through no fault of KTS; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is developed independently by KTS without direct use of the Confidential Information.

12.4. The obligation to protect Confidential Information as outlined herein is a fundamental aspect of the trust between the Client and KTS, underpinning the collaborative engagement necessary to deliver exceptional Service outcomes.

13. Electronic Communications, Transactions, and Signatures

13.1. Electronic Communications: By using KTS’s Services, the Client consents to receive electronic communications from KTS, which may include emails, notices posted on the KTS Website, or messages within the Customer Portal. The Client agrees that all agreements, notices, disclosures, and other communications that KTS provides electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing.

13.2. Electronic Signatures and Agreements: The Client acknowledges and agrees that any submissions made via KTS’s Website or Customer Portal, including but not limited to agreements to Terms of Service, Contracts, or any other documents executed while using the KTS’s Services, may involve the use of electronic signatures. The Client hereby consents to the use of such electronic signatures and recognizes such electronic signatures as legally binding, to the same extent as traditional handwritten signatures.

13.3. Electronic Transactions: The Client agrees that all transactions conducted through the KTS’s Website or Customer Portal, including the purchase of Services, submission of documents, or any form of data exchange, may be conducted electronically. The Client acknowledges that making transactions or entering into agreements electronically is at their discretion and based on their consent under these Terms.

14. Limitation of Liability

In no event shall KTS be liable for any punitive, exemplary, or other special damages, or for any indirect, incidental, or consequential damages (including lost profits or lost business opportunity), in each case arising under or in relation to this Agreement (including with respect to the performance or non-performance of any Services), whether arising under breach of contract, tort or any other legal theory, and regardless of whether KTS has been advised of, knew of, or should have known of the possibility of such damages.

15. Failure to Perform Services

15.1. In the exceptional circumstance where KTS is unable to complete the Services as agreed upon, due to unforeseen events or constraints beyond reasonable control, KTS will immediately notify the Client of this inability to perform.

15.2. Upon such notification, KTS will propose alternative solutions or adjustments to the Service agreement, seeking to minimize any impact on the Client’s business or project timelines. This may include referral to a third-party service provider, adjustments to the project scope, or other amends made in consultation with the Client.

15.3. Where alternative solutions cannot be agreed upon or are unfeasible, KTS will offer a refund or credit for the unrendered portion of the Services. The specifics of such a refund or credit will be determined based on the progress of the work and the amount pre-paid by the Client, aiming to ensure fairness and maintain the trust of our Clients.

16. Force Majeure

16.1. Neither KTS nor the Client shall be held liable for any delay or failure in performance under this Agreement due to events or circumstances beyond their reasonable control, including, without limitation, acts of God, natural disasters, war, governmental actions, or technological failures.

16.2. Upon occurrence of a Force Majeure event, the affected party shall notify the other party as soon as practicable, detailing the nature of the event and its expected impact on performance obligations. Both parties agree to cooperate in good faith to mitigate the effects of such events and to resume performance as soon as possible.

16.3. Should a Force Majeure event persist beyond a reasonable period, impacting the feasibility of project completion or the provision of Services, both parties reserve the right to renegotiate the terms of their engagement or, if necessary, terminate the agreement with appropriate notice.

17. Governing Law and Dispute Resolution

17.1. These Terms and any disputes arising out of or related to these Terms or the use of KTS’s Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.

17.2. Any disputes, claims, or controversies arising from or related to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Texas, and the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

18. Amendments and Modifications

18.1. KTS reserves the right to modify these Terms at any time to reflect changes in the law, changes in our Services, or for other reasons deemed necessary by KTS. Amendments will be effective upon posting an updated version of the Terms on KTS’s Website.

18.2. Continued use of the Services after any such changes shall constitute the Client's consent to such changes. KTS will endeavor to notify Clients of significant changes to the Terms, but it remains the Client’s responsibility to review the Terms periodically.

17. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

18. Entire Agreement

These Terms, together with any other legal notices and agreements published by KTS regarding the Services, constitute the entire agreement between the Client and KTS concerning the Services.

19. Contact Information

For any questions or concerns regarding these Terms or the Services provided by KTS, Clients are encouraged to contact KTS via email at team@kalra.tech.