Services and Custom Development Agreement

Effective date: July 11, 2026 Last updated: July 11, 2026

This Services and Custom Development Agreement ("Services Agreement") governs professional services that Crestora Property Group LLC, operating the Modkor brand ("Crestora Property Group", "Modkor", "we", "us", "Provider"), provides to a client ("you", "Client"), including custom development, module/theme customization, installation and configuration, server setup and administration, performance work, migrations, integrations, and IT consulting (the "Services"). It applies whenever you engage us for Services, whether through an order, a quote you accept, or a signed statement of work ("SOW"). It supplements our Terms and Conditions.

1. Scope and statements of work

The specific Services, deliverables, assumptions, timeline, fees, and any milestones are described in a quote, proposal, or SOW agreed by both parties. Each SOW incorporates this Services Agreement. If a SOW conflicts with this Services Agreement, the SOW controls for that engagement. Anything not expressly included in a SOW is out of scope.

2. Changes

Either party may request changes to scope. Changes (including added features, expanded scope, or new requirements) may affect fees and timelines and take effect only when both parties agree in writing (a "change order"). We are not obligated to perform out-of-scope work without an agreed change order.

3. Fees, estimates, and payment

Fees are charged on a fixed-price, time-and-materials, or retainer basis as stated in the SOW. Estimates are good-faith approximations, not guarantees; time-and-materials engagements are billed for actual time spent. Unless stated otherwise:

  • a deposit (e.g., 50%) is due before work begins, and the balance on delivery or per milestone;
  • invoices are payable within 14 days; late amounts may accrue interest at 1.5% per month or the maximum allowed by law, and we may suspend Services for non-payment;
  • fees exclude taxes, third-party costs (e.g., paid extensions, hosting, licenses), and expenses, which you reimburse; and
  • all fees are non-refundable except as expressly stated, given the made-to-order nature of the work.

4. Client responsibilities

You agree to provide, in a timely manner: clear requirements; necessary access (admin, server/SSH, repositories, third-party accounts) under credentials you are authorized to share; a suitable staging environment; test data; and prompt feedback, reviews, and approvals. You are responsible for maintaining complete, current backups of your site, database, and server before we perform any work. Delays or incomplete information on your side may affect timelines and fees. You represent that you have the rights to all materials and access you provide.

5. Acceptance

Unless a SOW specifies an acceptance procedure, deliverables are deemed accepted when delivered to your staging or production environment and you either approve them or do not report a material, reproducible defect within [7] days. We will use reasonable efforts to correct material defects in delivered work that does not conform to the agreed specification, reported within the acceptance window. Corrections to conform to spec are included; new or changed requirements are handled as change orders.

6. Intellectual property

Unless a SOW states otherwise:

  • Pre-existing materials. We retain ownership of our pre-existing tools, libraries, frameworks, Modkor products, and know-how, and of any general components, templates, or techniques we develop. To the extent these are embedded in a deliverable, we grant you a non-exclusive, perpetual license to use them as part of the deliverable for your own business.
  • Custom deliverables. On full payment, we assign to you, or grant you a perpetual license to, the bespoke custom code we create specifically for you under the SOW, except for any Modkor product or pre-existing material, which remains licensed under its EULA.
  • Modkor products delivered or configured as part of the Services remain governed by the EULA and Support Agreement.
  • We may retain and reuse general skills, experience, and non-confidential know-how gained during the engagement.

7. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Services, use it only to perform or receive the Services, and not disclose it to third parties except to personnel and subcontractors who need it and are bound by confidentiality. This does not apply to information that is public, independently developed, or rightfully received from another source, or that must be disclosed by law.

8. Warranties and disclaimer

We will perform the Services in a professional and workmanlike manner consistent with industry standards. Except for that warranty and any express warranty in a SOW, the Services and deliverables are provided "as is", and we disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose. We do not warrant uninterrupted or error-free operation, results, rankings, revenue, or compatibility with future platform versions or with third-party software outside our control.

9. Limitation of liability

To the maximum extent permitted by law, we will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or business interruption. Our total aggregate liability arising out of or relating to a given engagement will not exceed the fees you paid us for that engagement. You are responsible for backups; we are not liable for data loss or downtime that backups would have prevented.

10. Subcontractors

We may use qualified subcontractors to perform Services and remain responsible for their work under this Services Agreement.

11. Term and termination

This Services Agreement applies for the duration of each engagement. Either party may terminate a SOW for material breach not cured within 14 days of written notice. On termination, you will pay for all Services performed and costs incurred up to the termination date. Sections 3, 6, 7, 8, 9, and 12 survive termination.

12. Non-solicitation

During the engagement and for 12 months after, you agree not to directly solicit for employment any of our personnel primarily involved in providing the Services, except through general public advertising.

13. Independent contractor

We are an independent contractor. Nothing creates an employment, partnership, agency, or joint-venture relationship. Neither party may bind the other.

14. Governing law and venue

This Services Agreement is governed by the laws of the State of Florida, United States, without regard to conflict-of-laws rules, with exclusive venue in the state or federal courts located in Brevard County, Florida.

15. Entire agreement

This Services Agreement, together with the applicable SOW and our Terms and Conditions, is the entire agreement for the Services and supersedes prior discussions. Amendments must be in writing. If any provision is unenforceable, the remainder stays in effect.

16. Contact

Crestora Property Group LLC — Modkor · 6300 N Wickham Rd, # 130 - 422, Melbourne, Florida 32940, USA · Phone: 321-586-0010 · [email protected] · www.modkor.com