Terms of Service

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These Terms of Service (“Terms”) govern the provision of services by Totalremoto LLC (“Totalremoto”), registered in Wyoming with its principal business address at 111 NE 1st St, 8th Floor, Miami, FL 33132, USA. By engaging Totalremoto’s services, you (“Client”) agree to comply with and be bound by the following terms and conditions.

1. Definitions

“Agreement” refers to this Terms of Service document.
“Statement of Work (SOW)” or “Proposal” refers to any document or proposal issued by Totalremoto and agreed upon by the Client, which outlines the scope, fees, timelines, and deliverables of specific Services to be provided under this Agreement.
“Services” means the AI-driven and no-code digital solutions offered by Totalremoto as agreed upon in the applicable SOW or Proposal.
“Client Data” refers to all data provided by Client to Totalremoto for the purpose of performing Services.

2. Scope of Services

Totalremoto agrees to provide the Services as outlined in the applicable SOW or Proposal.
Services will commence on the start date specified in the SOW or Proposal and continue until completion or as specified therein.
Any modifications or additions to the Services require a written amendment to the SOW or Proposal, signed by both parties.

3. Client Responsibilities

Client shall provide Totalremoto with necessary access to facilities, systems, data, and personnel to facilitate the performance of the Services.
Client must ensure that all required consents and licenses are obtained to enable Totalremoto to use relevant Client Data and software, and Client warrants that such data complies with applicable laws.

4. Fees and Payment Terms

A non-refundable advance payment of 50% of the total project fee is required before project kickoff. The remaining balance will be invoiced per the schedule outlined in the SOW or Proposal.
All invoices are due within fourteen (14) days of issuance. Late payments will incur an interest charge of 2% per month on overdue amounts.
Totalremoto reserves the right to suspend Services for late payments beyond the specified fourteen (14) days.

5. Confidentiality and Data Protection

Each party agrees to maintain the confidentiality of proprietary information received from the other party and to use it solely for the performance of Services.
Totalremoto will comply with applicable data protection laws and, where acting as a data processor, will only process Client Data on Client’s instructions.

6. Intellectual Property

All pre-existing intellectual property rights of each party remain with the respective owner.
Totalremoto grants Client a limited, non-exclusive, non-transferable license to use any deliverables provided as part of the Services solely for internal purposes.

7. Warranty and Disclaimers

Totalremoto warrants that Services will be performed with reasonable skill and care.
Except as expressly provided, Totalremoto disclaims all other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose.

8. Limitation of Liability

Totalremoto’s liability for any claims arising out of or related to this Agreement is limited to the amount paid by Client under the applicable SOW or Proposal within the preceding twelve (12) months.
In no event shall Totalremoto be liable for indirect, special, incidental, or consequential damages, including lost profits or data, even if advised of the possibility of such damages.

9. Termination

Either party may terminate this Agreement with thirty (30) days written notice. Immediate termination is possible for material breaches that remain unremedied for fourteen (14) days after written notice.
Upon termination, Client will pay for all Services performed up to the date of termination.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Wyoming. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Wyoming.

11. Miscellaneous

Entire Agreement: This Agreement, together with any applicable SOW or Proposal, constitutes the entire agreement between the parties.
Amendments: Any modifications to this Agreement must be in writing and signed by both parties.
Severability: If any provision of this Agreement is deemed unenforceable, the remainder shall remain in effect.