Terms and Conditions

By accessing or using the services provided by KITSCo Automation ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms and Conditions. If you do not agree to these terms, you may not use our services.

Important: These Terms and Conditions constitute a legally binding agreement between you and KITSCo Automation. By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these terms.

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after any modifications constitutes acceptance of the updated terms.

KITSCo Automation provides business automation consulting services, including but not limited to:

Service Scope

The specific scope of services will be defined in a separate Statement of Work (SOW), proposal, or service agreement for each engagement. Services are provided on a project basis, retainer basis, or hourly basis as agreed upon in writing.

Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to affected clients. Changes to ongoing projects will be communicated promptly and handled according to the terms of the applicable service agreement.

To ensure successful delivery of our services, clients agree to the following obligations:

Information and Access

• Provide timely, accurate, and complete information necessary for service delivery
• Grant appropriate access to systems, tools, and personnel as required
• Respond to inquiries and requests for information within reasonable timeframes
• Designate a primary point of contact for project communications

Cooperation and Support

• Cooperate fully with our team throughout the engagement
• Provide necessary resources, including personnel time and system access
• Review and approve deliverables within agreed-upon timeframes
• Notify us promptly of any concerns or issues that arise

Compliance and Legal Use

• Use our services only for lawful purposes and in compliance with all applicable laws
• Ensure you have appropriate rights and permissions for all systems and data we work with
• Not use our services to infringe on intellectual property rights of third parties
• Maintain appropriate licenses for all software and tools used in connection with our services

Note: Failure to fulfill these obligations may result in project delays, reduced service quality, or our inability to complete the engagement. We are not responsible for delays or issues caused by client non-compliance with these obligations.

Fees and Pricing

Service fees are established in the applicable Statement of Work, proposal, or service agreement. Fees may be structured as:

• Fixed Project Fees: A set price for defined deliverables
• Hourly Rates: Time-based billing at our standard or agreed-upon rates
• Monthly Retainers: Recurring fees for ongoing services and support
• Hybrid Models: Combinations of the above as appropriate

Invoicing and Payment Due Date

Unless otherwise specified in your service agreement:

• Invoices are issued monthly for hourly services or according to project milestones
• Payment is due within 30 days of the invoice date
• Accepted payment methods include check, ACH transfer, and credit card (processing fees may apply)
• All fees are quoted in U.S. Dollars (USD)

Late Payment

Invoices not paid within 30 days are subject to:

• Late fees of 1.5% per month (or the maximum allowed by law, whichever is less) on the outstanding balance
• Suspension of services until payment is received
• Collection costs and reasonable attorney's fees if legal action is necessary

Expenses

Unless included in a fixed-fee arrangement, clients are responsible for reimbursing reasonable out-of-pocket expenses incurred in connection with services, including travel, software licenses, third-party tools, and other direct costs. Expenses over $250 will be pre-approved by the client.

Deposits and Advance Payment

For certain projects, we may require an advance deposit of 25-50% of the estimated project fee before commencing work. This deposit will be applied to the final invoice.

Client-Specific Deliverables

Upon full payment of all fees, the client will own all custom deliverables specifically created for the client as part of the engagement, including:

• Custom automation scripts and workflows created specifically for your business
• Documentation and materials prepared exclusively for your project
• Custom integrations and configurations unique to your systems

KITSCo Automation Property

The following remain the exclusive property of KITSCo Automation:

• Pre-existing Materials: Tools, templates, methodologies, and frameworks developed prior to or independent of the engagement
• General Knowledge: Techniques, skills, ideas, and knowledge acquired during the engagement
• Reusable Components: Generic scripts, templates, and code that can be reused across multiple clients
• Company IP: Our brand, trademarks, service marks, and proprietary processes

License to Use

For any KITSCo Automation property incorporated into client deliverables, we grant you a non-exclusive, non-transferable license to use such materials solely for your internal business purposes in connection with the delivered solution.

Third-Party Components

Solutions may incorporate third-party software, APIs, or services. You are responsible for complying with the licensing terms of any third-party components. We make no representations or warranties regarding third-party intellectual property.

Our Warranties

KITSCo Automation warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• We have the necessary skills, experience, and resources to provide the services
• Our services will not infringe upon the intellectual property rights of third parties
• We will comply with all applicable laws and regulations in providing our services

Warranty Period and Remedies

For services delivered on a project basis, we warrant that deliverables will substantially conform to the specifications in the applicable Statement of Work for a period of 30 days following delivery. Your exclusive remedy for breach of this warranty is our re-performance of non-conforming services at no additional charge.

Third-Party Services

Our solutions may integrate with or rely upon third-party services, APIs, and software. We are not responsible for the performance, availability, or functionality of third-party services. Any warranties or guarantees regarding third-party products are provided solely by those third parties.

Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability will be limited to the maximum extent permitted by law, and the above limitations may not fully apply to you.

Client Indemnification

You agree to indemnify, defend, and hold harmless KITSCo Automation, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Your breach of these Terms and Conditions
• Your violation of any law or regulation
• Your infringement or misappropriation of any intellectual property or other rights of any third party
• Your negligence or willful misconduct
• Your use of deliverables or services in a manner not authorized by these terms or the applicable service agreement
• Any false or misleading information you provide to us

Our Indemnification

KITSCo Automation will indemnify you against third-party claims that our services, when used in accordance with these terms, infringe upon any valid U.S. patent, copyright, or trademark. This indemnification is subject to:

• Prompt written notice of the claim
• Sole control over the defense and settlement of the claim
• Reasonable cooperation from you in the defense

Our indemnification obligation does not apply to claims arising from: (a) modifications to our deliverables made by you or third parties, (b) use of our services in combination with other products or services not provided by us, (c) your failure to use updated versions of deliverables, or (d) your continued use after we notify you to cease due to infringement concerns.

Remedy: If our services are found to infringe, we may, at our option: (1) obtain a license for you to continue using the services, (2) modify the services to make them non-infringing, or (3) terminate the services and refund prepaid fees for unused services, prorated.

Confidential Information

Each party ("Receiving Party") agrees to maintain the confidentiality of any non-public information disclosed by the other party ("Disclosing Party") that is marked as confidential or would reasonably be considered confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

Obligations

The Receiving Party will:

• Use the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care
• Not disclose Confidential Information to third parties without prior written consent
• Limit access to Confidential Information to employees and contractors who have a legitimate need to know
• Not use Confidential Information except as necessary to fulfill obligations under these terms

Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was lawfully known to the Receiving Party prior to disclosure
• Is independently developed by the Receiving Party without use of the Confidential Information
• Is lawfully obtained from a third party without breach of confidentiality obligations
• Must be disclosed pursuant to law, court order, or government regulation (with prompt notice to Disclosing Party)

Term

Confidentiality obligations survive termination of services and continue for a period of three (3) years from the date of disclosure, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Termination by Client

You may terminate services at any time by providing written notice. Termination terms depend on the service type:

• Project-Based Services: You will be invoiced for all work completed up to the termination date, plus any non-refundable expenses incurred
• Hourly Services: You will be invoiced for all hours worked up to the termination date
• Retainer Services: Requires 30 days' written notice; fees paid for the current month are non-refundable

Termination by KITSCo Automation

We may terminate services or suspend access immediately upon written notice if:

• You breach these Terms and Conditions and fail to cure the breach within 15 days of written notice
• You fail to pay undisputed invoices within 45 days of the due date
• You engage in conduct that damages our reputation or business
• Providing services would violate applicable law or regulations
• You fail to fulfill your client obligations in a manner that materially impairs our ability to deliver services

Effect of Termination

Upon termination:

• You must immediately pay all outstanding invoices and fees for services performed
• We will deliver all completed deliverables as of the termination date upon receipt of full payment
• Each party will return or destroy Confidential Information of the other party (upon request)
• Sections relating to payment, intellectual property, warranties, limitation of liability, indemnification, and confidentiality survive termination

No Penalty for Termination

Neither party shall be liable to the other for damages solely as a result of terminating in accordance with this section, except for obligations accrued prior to termination.

Governing Law

These Terms and Conditions and any disputes arising out of or relating to these terms or our services shall be governed by and construed in accordance with the laws of the State of North Carolina, United States, without regard to its conflict of law principles.

Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to these Terms and Conditions shall be brought exclusively in the state or federal courts located in Wake County, North Carolina. Each party irrevocably consents to the jurisdiction of such courts and waives any objection to venue or inconvenient forum.

Dispute Resolution Process

In the event of a dispute:

Attorney's Fees

In any legal action or proceeding to enforce rights under these Terms and Conditions, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

No Class Actions

You agree that any proceedings to resolve disputes will be conducted on an individual basis and not as a class action, consolidated action, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Entire Agreement

These Terms and Conditions, together with any applicable Statement of Work or service agreement, constitute the entire agreement between you and KITSCo Automation regarding our services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.

Amendment

We reserve the right to modify these Terms and Conditions at any time. Changes will be posted on our website with an updated effective date. Material changes will be communicated to active clients via email. Your continued use of our services after changes take effect constitutes acceptance of the modified terms.

Waiver

No waiver of any provision of these Terms and Conditions shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing.

Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, strikes, epidemics, pandemics, government actions, internet outages, or failures of third-party services.

Assignment

You may not assign or transfer these Terms and Conditions or any rights or obligations hereunder without our prior written consent. We may assign these terms in connection with a merger, acquisition, or sale of substantially all of our assets.

Independent Contractor

KITSCo Automation is an independent contractor and not an employee, agent, partner, or joint venturer of the client. Nothing in these terms creates an employment, agency, partnership, or joint venture relationship.

No Third-Party Beneficiaries

These Terms and Conditions are for the sole benefit of the parties and do not confer any rights or remedies upon any third parties.

Notices

All notices under these Terms and Conditions must be in writing and sent to the addresses provided in the applicable service agreement or to the contact information below. Notices are deemed received when delivered personally, sent by confirmed email, or three days after being sent by certified mail.

Survival

Sections relating to payment obligations, intellectual property, confidentiality, warranties, limitation of liability, indemnification, and dispute resolution shall survive termination or expiration of these Terms and Conditions.