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Terms & Conditions

Calidad Technolab
Last Updated: 01/14/2026

1. Acceptance of Terms

These Terms and Conditions (“Agreement”) govern all services provided by Calidad Technolab, a Washington State business (“Company,” “we,” “us,” or “our”).

By engaging our services, accessing our website, or entering into a project, proposal, statement of work, invoice, or written agreement with us, you (“Client”) agree to be legally bound by this Agreement.

If you do not agree, you must not use our services.

2. Scope of Services

The Company provides professional services including, but not limited to:

  • Software development
  • Product engineering
  • Technical consulting
  • Systems design and implementation
  • Maintenance and support services
  • Staff augmentation
  • Digital transformation services

Specific services will be defined in a written proposal, invoice, or Statement of Work (“SOW”). In the event of a conflict, the SOW controls only for scope — all other provisions of this Agreement remain enforceable.

3. Independent Contractor Relationship

The Company operates as an independent contractor. Nothing in this Agreement creates:

  • A partnership
  • Joint venture
  • Employment relationship
  • Agency relationship

The Company retains full discretion over the manner and method of service delivery.

4. Subcontractors and Global Delivery

The Company may utilize employees, contractors, or subcontractors, including personnel located outside the United States, to fulfill obligations under any engagement.

The Client acknowledges and agrees that:

  • Work may be performed in multiple jurisdictions.
  • The Company retains full responsibility for deliverables.
  • No employment or contractual relationship is created between Client and Company personnel.

Client agrees not to solicit, hire, or engage Company personnel directly during engagement and for 24 months thereafter without written consent.

5. Payment Terms

5.1 Payment Structure

Services may be billed under:

  • Fixed-price agreements
  • Talent-Led Delivery
  • Monthly Retainers

Details will be outlined in the applicable SOW or invoice.

5.2 Deposits

The Company may require advance deposits before commencing work.

5.3 No Refund Policy

All payments made to the Company are final and non-refundable, including deposits and milestone payments.

5.4 Late Payments

Payments not received by the due date shall accrue interest at the lesser of:

  • 5% per month, or
  • The maximum amount permitted under Washington law.

The Company may suspend or terminate services immediately for non-payment without liability.

Client is responsible for all costs of collection, including legal fees.

6. Intellectual Property

Upon full and final payment for services:

  • Client shall own the custom-developed work product specifically created for Client under the SOW.

The Company retains ownership of:

  • Pre-existing materials
  • Frameworks
  • Libraries
  • Tools
  • Methodologies
  • Reusable components
  • General know-how

To the extent such materials are incorporated into deliverables, the Company grants Client a perpetual, non-exclusive license to use them solely as part of the delivered product.

Ownership transfers only after full payment is received.

7. Confidentiality

The parties may enter into a separate Non-Disclosure Agreement (NDA).

Absent a separate NDA, both parties agree to:

  • Maintain confidentiality of proprietary information
  • Use confidential information solely for project purposes
  • Protect such information using reasonable safeguards

Confidentiality obligations survive termination.

8. Client Responsibilities

Client agrees to:

  • Provide accurate information
  • Supply required materials on time
  • Review deliverables promptly
  • Provide timely approvals

Delays caused by Client may result in timeline adjustments and additional fees.

9. Disclaimer of Warranties

All services are provided “as is” and “as available.”

The Company makes no warranties, express or implied, including:

  • Merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Continuous or error-free operation

The Company does not guarantee specific business outcomes, revenue increases, system performance beyond agreed specifications, or uninterrupted service.

10. Limitation of Liability

To the maximum extent permitted by law:

The Company shall not be liable for:

  • Indirect damages
  • Incidental damages
  • Special damages
  • Consequential damages
  • Loss of profits
  • Loss of business
  • Data loss
  • Business interruption

Total aggregate liability of the Company for any claim shall not exceed the total amount paid by Client to the Company in the six (6) months preceding the claim.

Under no circumstances shall the Company be liable for punitive damages.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless the Company, its officers, contractors, employees, and affiliates from any claims, liabilities, damages, or expenses arising from:

  • Client misuse of deliverables
  • Third-party claims related to Client-provided materials
  • Client’s violation of laws or regulations
  • Client modifications to deliverables

12. Termination

The Company may terminate services immediately if:

  • Client fails to make timely payments
  • Client breaches this Agreement
  • Continued engagement exposes Company to legal or reputational risk

Client may terminate services subject to payment of all completed work and committed resources.

Termination does not waive payment obligations.

13. Force Majeure

The Company shall not be liable for delays or failure due to causes beyond reasonable control, including:

  • Natural disasters
  • Government actions
  • Labor disputes
  • Infrastructure failures
  • Global disruptions

14. Governing Law

This Agreement shall be governed by the laws of the State of Washington, United States, without regard to conflict-of-law principles.

15. Binding Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in the State of Washington.

  • Arbitration shall be confidential.
  • Each party shall bear its own legal fees unless otherwise determined by the arbitrator.
  • The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.

The parties waive the right to trial by jury and participation in class actions.

16. International Clients

Clients outside the United States agree that:

  • Washington State law governs this Agreement.
  • Arbitration shall occur in Washington State.
  • Currency conversion fees and international banking fees are Client’s responsibility.

17. Entire Agreement

This Agreement, together with any SOW or invoice, constitutes the entire agreement between the parties and supersedes prior discussions.

No modification is valid unless in writing and signed by both parties.

18. Severability

If any provision is found unenforceable, the remaining provisions shall remain in effect.

19. Waiver

Failure to enforce any provision does not constitute a waiver of rights.

Let’s Shape the Future Together

Whether you’re automating workflows, leveraging AI for insights, or scaling operations with data — Calidad is your trusted technology partner.

Email

partner@calidadtechnolab.com

Phone

+1(802) 505-9758