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Terms & Conditions

Dotecnica LLC Version: 2026

1. Definitions

  • “Client” means the individual or entity engaging Dotecnica LLC under these Terms.

  • “Consultant” / “We” / “Us” / “Our” means Dotecnica LLC, a California limited liability company with its principal place of business in Chula Vista, California.

  • “Services” means the IT consulting, advisory, implementation, support, development, training, cybersecurity, cloud migration, software integration, or other services described in the applicable Statement of Work (“SOW”), Proposal, Order, or email confirmation.

  • “Deliverables” means any reports, documentation, code, configurations, advice, recommendations, or other materials specifically identified in an SOW as deliverables.

  • “Statement of Work” / “SOW” means the document (including any Proposal or Order) that specifies the particular Services, Deliverables, fees, timeline, and other project-specific terms.

2. Scope of Services 2.1 The Consultant shall provide the Services with reasonable skill, care, and diligence in accordance with generally accepted industry standards applicable to IT consulting services. 2.2 The precise scope, deliverables, timeline, and fees are set out in the relevant SOW. Any material change to the scope must be agreed in writing (email is sufficient unless the SOW specifies otherwise). 2.3 The Consultant is not responsible for achieving any specific business, financial, or operational outcomes or results unless expressly guaranteed in writing in the SOW.

3. Client Obligations 3.1 The Client shall:

  • provide timely access to personnel, premises, systems, data, documentation, and other information reasonably required by the Consultant;

  • make decisions, provide approvals, and furnish feedback promptly;

  • ensure all information and materials supplied are accurate, complete, and do not infringe third-party rights;

  • comply with all applicable laws and obtain all necessary consents, licenses, or permissions. 3.2 Any delay or failure by the Client to perform these obligations may (at the Consultant’s discretion) result in timeline extensions, additional fees, suspension of Services, or both.

4. Fees and Payment 4.1 Fees are specified in the SOW (e.g., fixed fee, time & materials at hourly rates, milestone-based, monthly retainer). 4.2 Unless otherwise stated in the SOW:

  • invoices are issued monthly, upon milestone completion, or upon project completion;

  • payment is due within 30 days of the invoice date;

  • all amounts are exclusive of applicable sales tax, VAT, or other taxes (which will be added where required by law). 4.3 Late payments accrue interest at the rate of 1.5% per month (or the maximum rate permitted by California law, whichever is lower). The Consultant may suspend Services after 14 days written notice of non-payment. 4.4 Reimbursable expenses (e.g., pre-approved travel, accommodation, third-party licenses) are billed with receipts and only if expressly pre-approved in writing.

5. Intellectual Property 5.1 Background IP — Each party retains ownership of its pre-existing intellectual property rights (“Background IP”). 5.2 Deliverables — Unless the SOW expressly provides otherwise:

  • upon full payment, the Consultant grants the Client a non-exclusive, perpetual, worldwide, royalty-free, non-transferable license to use the Deliverables solely for the Client’s internal business purposes;

  • the Consultant retains ownership of all underlying methodologies, tools, templates, frameworks, generic code libraries, know-how, and pre-existing materials (“Background IP”). 5.3 If the SOW explicitly states that ownership of specific Deliverables is assigned to the Client, such assignment occurs only upon full payment of all amounts due under the SOW and is limited to the rights expressly stated.

6. Confidentiality 6.1 Each party agrees to keep the other party’s non-public information (“Confidential Information”) confidential and to use it solely for the purpose of performing or receiving the Services. 6.2 Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known; (c) is independently developed; or (d) must be disclosed by law (with prompt notice to the disclosing party where permitted). 6.3 Confidentiality obligations survive termination for 3 years (or longer for trade secrets under applicable law).

7. Data Protection & Privacy 7.1 Each party shall comply with all applicable data protection and privacy laws, including the California Consumer Privacy Act (as amended by the CPRA) and other relevant regulations. 7.2 If the Consultant processes personal information on behalf of the Client as a “service provider” or “processor,” a separate Data Processing Addendum shall apply (or be incorporated by reference into the SOW).

8. Warranties & Limitation of Liability 8.1 The Consultant warrants only that the Services will be performed in a professional and workmanlike manner consistent with industry standards. All other warranties (express or implied, including merchantability, fitness for a particular purpose, non-infringement, error-free performance, or uninterrupted service) are expressly disclaimed to the maximum extent permitted by law. 8.2 To the fullest extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages (including loss of profits, revenue, data, business opportunity, or goodwill), even if advised of the possibility. 8.3 The Consultant’s total aggregate liability arising out of or related to any SOW shall not exceed the total fees actually paid by the Client under that SOW during the 12-month period preceding the event giving rise to the claim. 8.4 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by gross negligence; (b) fraud or willful misconduct; or (c) any matter that cannot lawfully be excluded under California law.

9. Term & Termination 9.1 These Terms apply from the date the first SOW is accepted and continue until all active SOWs are completed or terminated. 9.2 Either party may terminate an SOW (or all SOWs) for material breach if the breach remains uncured after 30 days written notice (or shorter period if required by law). 9.3 The Client may terminate any SOW for convenience upon 30–60 days’ written notice (as specified in the SOW), paying all fees for Services already performed plus reasonable wind-down costs. 9.4 Upon termination: (a) the Client shall immediately pay all outstanding amounts; (b) access to Services ceases; and (c) confidentiality, IP, limitation of liability, and surviving provisions continue.

10. Force Majeure Neither party is liable for delay or failure to perform (except payment obligations) due to causes beyond its reasonable control (e.g., acts of God, fire, flood, war, terrorism, government action, widespread cyber incidents not within the party’s infrastructure), provided prompt notice is given.

11. Independent Contractor The Consultant is an independent contractor. These Terms do not create an employment, agency, partnership, or joint venture relationship.

12. Non-Solicitation During the term of any SOW and for 12 months thereafter, the Client shall not, without the Consultant’s prior written consent, directly or indirectly solicit or engage for employment any Consultant personnel who performed Services under the SOW (except in response to a general public advertisement).

13. Governing Law & Dispute Resolution 13.1 These Terms and each SOW are governed by the laws of the State of California (excluding its conflict of laws principles). 13.2 Any disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, or, at the Consultant’s option, resolved by binding arbitration in San Diego, California, under the rules of the American Arbitration Association.

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