Terms of Service Agreement

Hey there and thanks for choosing Kalra Technology Solutions LLC (KTS) for your small business tech needs. We're a Texas-based team dedicated to helping businesses like yours thrive in the digital world. By using our website and services, you're agreeing to these Terms of Service. While legal documents aren't usually exciting, these terms are important. They outline our partnership, ensuring clarity and mutual benefit as we work together. We've done our best to keep things clear and straightforward. These terms cover what you can expect from us, what we expect from you, and how we'll work together to achieve your tech goals.

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, 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 KTS's 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 occurs through direct contract 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 providing technology solutions aimed at enhancing small 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 "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.

2.5 "Customer Portal" refers to the dedicated online platform developed by KTS, designed to facilitate 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. 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 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.

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.

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.

3.3.4 Adjustment of Timelines: 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.

3.4 Custom Projects

For work requirements that fall outside our standard service catalog, clients are encouraged to contact KTS for a custom project agreement. Such projects will be governed by a separately negotiated contract specific to the project's needs and requirements, rather than these Terms of Service.

3.5 Power Hour Services

Power Hours are pre-purchased service hours that can be used for technical assistance, website updates, system integrations, and other digital support needs within KTS's scope of expertise.

3.5.1 Appropriate Uses: Power Hours are designed for improvements and support of existing services. While they can be used for most digital needs, including services similar to our add-ons or additional support beyond care plans, they cannot be used for:

a) New website builds (requires a Website Package)

b) Complete website redesigns (requires a Website Package)

c) Any projects requiring extensive planning and pre-scoping

d) After-hours or emergency support

3.5.2 Minimum Billing: Power Hours are billed in 30-minute increments, with a minimum billing of 30 minutes per request.

3.5.3 Expiration: Power Hours do not expire and remain valid until used, provided the client maintains an active account with KTS.

3.5.4 Estimation: Prior to commencing any work using Power Hours, KTS will provide an estimate of hours required. Work will only proceed upon client approval of the estimated hours.

3.5.5 Scope Changes: If additional hours are required due to scope changes or unforeseen complications, KTS will notify the client before exceeding the original estimate. Work will pause until the client approves the additional hours.

4. Project Management

4.1 Project Commencement and Queue System

To ensure each project receives the dedicated attention it deserves, KTS operates on a rolling project commencement basis. All project requests must go through our review and approval process before any work is commenced. Upon submission, projects are placed in our queue (waitlist) and commenced based on availability, order of submission, urgency, and other factors. This systematic approach allows us to maintain our high standards of quality and attention to detail for each client project.

4.1.1 Project Scheduling

Once a project request is approved and the required deposit is received, KTS will assign a kickoff date and communicate this to the Client through the Customer Portal.

4.1.2 Project Pre-Work and Timeline Impact

Following project scheduling and prior to the kickoff date, KTS may provide pre-work materials that require Client completion. This pre-work is essential for project preparation and efficient execution. While Clients have the opportunity to complete these materials before the official kickoff date, failure to do so will result in timeline adjustments. KTS reserves the right to modify project timelines when pre-work requirements are not met by the designated kickoff date, and is not responsible for missed deadlines resulting from incomplete pre-work.

4.2 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-day window to furnish KTS with their feedback or approval, facilitated through the Customer Portal.

4.3 Changes of Scope

4.3.1 Additional Work and Modifications

When the Client requests alterations or additions that fall beyond the initial scope of work as agreed upon KTS will evaluate the requested changes and determine if they can be accommodated. If accepted, additional work will be billed at our standard rate of $100 per hour.

4.3.2 Substantial Changes to Scope

KTS reserves the right to determine if requested changes constitute a substantial modification to the original project scope. In such cases, the current project timeline will be renegotiated, new work will be itemized separately, and additional costs will be included in the final payment, and arevised project schedule will be provided reflecting all changes.

Furthermore, KTS maintains the right to determine that certain requested changes would be better served as a separate project, based on factors such as technical requirements, resource allocation, and timeline implications. In such cases, the original project will continue as planned, and the new work will be quoted as a separate project subject to current pricing and availability.

4.3.3 Revision Limitations

Each service package includes a specified number of revision rounds. Revision requests exceeding the package allowance will be billed at $100 per hour. KTS will notify the Client when they are approaching or have exceeded their included revision allowance. Additional revision work will commence only after Client approval of the additional costs.

4.3.4 Timeline Adjustments

KTS may extend or modify any delivery schedules or deadlines as necessitated by approved changes in scope. Such adjustments are made to accommodate the evolving requirements while maintaining service quality. New timelines will be communicated and agreed upon before additional work begins.

4.4 Project Status Changes

4.4.1 Active Status

A project is considered "Active" when there is regular, timely communication between KTS and the Client, and work is being performed according to the agreed-upon timeline. In an active status (1) work progresses according to project timeline (2) regular communication is maintained through the Customer Portal, (3) project milestones and deadlines remain valid and (4) Client feedback and approvals are provided within the specified timeframes.

4.4.2 Project Pausing

A. Client-Initiated Pause

Clients may request to pause their project through the Customer Portal for up to 30 days if personal or business circumstances require a temporary halt. Original project timeline and completion dates will be void. No fees are charged during this initial pause period. KTS will contact the Client near the end of the 30-day pause period to discuss project resumption. If the Client is not ready to resume after the 30-day pause, the project will move to "Suspended" status for an additional 30 days. Standard reactivation terms and fees will apply as outlined in section 4.4.3. If no resumption occurs during suspension, termination procedures will begin as per section 4.4.4

B. Agency-Initiated Pause

After 7 days of no client communication or feedback, a project will automatically enter the "Paused" status. In this state (1) all agency work on the project ceases, (2) the original project timeline and estimated completion date are forfeited, and (3) the project is placed in a waiting queue while retaining its position in our system. 

4.4.3 Project Suspension

If a project remains in a paused state for 30 days without any client communication, it will be moved to the "Suspended" status. In this state (1) the project remains inactive with no work being performed, (2) original timelines and deadlines are void, (3) the project is placed in a waiting queue with other "paused" projects. 

KTS will attempt to contact the client regarding project reactivation. A 5% reactivation fee based on the total project value will be assessed if the client wishes to resume the project. Upon reactivation, a new timeline must be negotiated based on current project queue and availability.

4.4.4 Project Termination

Projects that remain in the suspended state for an additional 30 days (60 days total from initial pause) will be terminated. Upon termination (1) A 25% cancellation fee based on the total project price will be assessed, (2) any remaining scheduled payments will be canceled after the cancellation fee is paid, (3) all project assets and communication records will be compiled and sent to the Client, and (4) all project materials will be deleted from KTS systems.

Clients wishing to restart the project must submit a new service request and may be subject to current pricing and availability

5. Payment Terms

5.1 Project Initiation and Pre-Payment Requirements

All projects require a non-refundable deposit of 25% of the base project value at checkout. This deposit secures the client's position in our production calendar and demonstrates commitment to project commencement. Upon receipt of the deposit, KTS will schedule the project and communicate the official kickoff date to the Client.

5.2 Payment Plan Options

KTS offers several flexible payment structures to accommodate various budgetary needs. If a payment plan is selected, financing markups will be applied to the remaining balance after the initial deposit:

5.2.1 Monthly Payment Plans

After the initial 25% deposit of the base project price, clients may choose to finance the remaining balance over 3, 6, or 12 months. KTS will provide a custom invoice reflecting the chosen payment term and applicable financing markup. Monthly payments will be divided equally across the chosen term, beginning on the project kickoff date. Financing markup fees apply to the remaining balance as follows:

• 3-month financing: 5% markup

• 6-month financing: 10% markup

• 12-month financing: 15% markup

5.2.2 Milestone Payment Plans

After the initial 25% deposit of the base project price, clients may choose to divide the remaining balance across agreed-upon project milestones (e.g., copywriting completion, design approval, initial launch). KTS will provide a custom invoice reflecting the milestone payment structure and a 10% financing markup applied to the remaining balance. Payment for each milestone phase must be received before work begins on that phase, ensuring smooth project progression and timely completion. Milestone payments must be made within 7 days of milestone completion to avoid project pausing.

5.3 Payment Processing

All payments must be processed through our secure payment gateway electronically. Monthly payments are automatically charged to the payment method on file.

5.4 Consequences of Missed Payments

5.4.1 Projects will automatically enter the "Paused" status as detailed in section 4.4.2 if any payment is missed. Project will remain paused for up to 7 days to allow payment resolution. If payment is not resolved within 30 days, the project will be suspended as outlined in section 4.4.3

5.5 Taxes

All prices 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.

6. Discounts and Promotions

6.1 Individual and Organizational Discounts

KTS may issue specific discount codes to individual clients or organizations. These codes are non-transferable and for exclusive use by the intended recipient. 

6.1.1 Sharing of individual or organizational discount codes is strictly prohibited. 

6.1.2 If a discount code is found to be shared or used by unauthorized parties the discount will not be honored for unauthorized users and the code will be immediately revoked for all future use.

6.1.3 The original recipient may lose access to current and future discount opportunities

6.2 Public Promotional Discounts

6.2.1 KTS may occasionally offer public promotional discounts (e.g., seasonal sales, Black Friday specials). KTS reserves the right to modify or end any public promotion at its discretion

6.2.2 Each promotional discount has its own specific terms and conditions. These terms may include Validity and expiration dates, eligible services, minimum purchase requirements, usage limitations, and combination restrictions with other offers

6.3 Discount Application

6.3.1 Discounts must be applied at the time of service request submission. Retroactive application of discounts is not allowed

6.3.2 Only one discount code may be applied per service request unless explicitly stated otherwise

6.3.3 KTS reserves the right to verify eligibility for and investigate usage of any discount

7. Third-Party Services

7.1 Use of Third-Party Services

7.1.1 In delivering our comprehensive services, KTS may utilize various third-party tools and services for project management, client communication, and service delivery. These tools play a crucial role in offering an enriched service experience to our clients.

7.1.2 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.

7.1.3 By engaging 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.

7.2 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.

8. Credit for Work and Promotion

8.1 Credit for Work 

At the conclusion of the project, the Client agrees to provide credit to KTS in one of the following ways:

8.1.1 Footer Link Client may choose to allow KTS to place a discreet footer link to the KTS website stating that Client website was developed by KTS.

8.1.2 Project Listing 

Alternatively, Client may choose to 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.

8.2 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.

9. Website Management, Ownership, and Post-Launch Support

Upon successful deployment of a website, KTS provides clients with strategic options for ownership and management, coupled with tailored support mechanisms. These choices are foundational to the subsequent operational stability and legal accountability of the website.

9.1 Ownership and Management Options

9.1.1 Co-Administration with KTS as Primary Admin

This model is devised for clients seeking KTS’s expertise in continuously managing the technical framework of their site while retaining intellectual ownership. Clients are granted suitable access for content management, with KTS assuming the primary admin role responsible for technical oversight. Opting for one of our maintenance plans under this arrangement ensures ongoing support and enhances site reliability.

9.1.2 Full Ownership Transfer 

Clients who prefer complete autonomy over their website will assume full ownership. This includes all responsibilities associated with its maintenance, content updates, domain, and hosting management. KTS remains available for technical support on a consultancy basis, which is governed by an hourly charge rate.

9.2 Post-Launch Support and Liability

9.2.1 With Maintenance Plans

Enrolling in a maintenance plan post-launch assures continued KTS support, including regular updates, technical fixes, and priority assistance. Clients under this umbrella receive a dedicated service guarantee, with KTS shouldering responsibility for the website's functional upkeep.

9.2.2 Without Maintenance Plans

Clients choosing not to engage in a maintenance plan post-launch acknowledge that KTS's obligation to manage and update the site concludes with the project handover. Support requests will be accommodated based on KTS’s current workload and billed accordingly, with no assumed liability for operational disruptions or content inaccuracies henceforth.

9.2.3 Re-engagement for Support

Should circumstances necessitate technical support for clients who have assumed full ownership without an active maintenance plan, re-engagement with KTS as a co-administrator requires explicit agreement to hourly support rates or the procurement of a maintenance plan for extended support needs.

9.3 Client Acknowledgment

Clients engaging KTS's services and entering into this Terms of Service document acknowledge their informed consent and agreement to the stipulated ownership, management, and post-launch support framework. This clarity simplifies the process, setting a precedent for KTS and client responsibilities that align with individual project and operational prerequisites.

10. Ownership of Materials and Intellectual Property

10.1 Ownership of Materials

10.1.1 Upon completion of any project or provision of any Service and full settlement of all payments, the Client shall retain full ownership of the website and any deliverables produced by KTS as part of the Service engagement.

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.

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.

10.2 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.

11. Confidentiality

11.1 KTS recognizes the value and sensitivity of the information shared by the Client while engaging 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.

11.2 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.

11.3 Notwithstanding the foregoing, the term Confidential Information shall not encompass any information that (1) Was already known to KTS prior to disclosure by the Client without an obligation of confidentiality, (2) becomes publicly available through no fault of KTS, (3) is received from a third party without breach of any obligation of confidentiality, or (4) is developed independently by KTS without direct use of the Confidential Information.

12. Electronic Communications, Transactions, and Signatures

12.1 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.

12.2 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 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.

12.3 Electronic Transactions

The Client agrees that all transactions conducted through KTS's Website or Customer Portal, including the purchase of Services, submission of documents, or any form of data exchange, may be conducted electronically.

13. Limitation of Liability

13.1 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, 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.

14. Force Majeure

14.1 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.

14.2 Upon the 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.

14.3 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.

15. Governing Law and Dispute Resolution

15.1 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.

15.2 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.

16. Amendments and Modifications

16.1 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.

16.2 Continued use of the Services after any such changes shall constitute the Client's consent to such changes.

17. Severability

17.1 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

18.1 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.

By accessing our Website and utilizing our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These Terms are intended to ensure a clear understanding of the mutual expectations and obligations between KTS and the Client, laying the foundation for a successful and collaborative professional relationship.