Terms of Service

Last updated: March 5, 2026

These Terms of Service ("Terms") govern the relationship between Coral Way Capital ("CWC," "we," "us") and clients ("you") engaging our agentic engineering consulting services. By engaging our services, you agree to these Terms.

Services

CWC provides agentic engineering consulting services including:

Agent Opportunity Audit

A 2-week engagement to identify high-impact automation opportunities, assess feasibility and risk, and produce an executive-ready pilot recommendation with ROI model and implementation roadmap.

Pilot Program

An 8-week engagement to design, build, and deploy one production agentic workflow with evaluation gates, monitoring, incident runbooks, and operator enablement.

Scale Advisory + Build

A quarterly engagement to transform successful pilots into a repeatable portfolio delivery motion with standardized patterns and executive governance.

Engagement Terms

Scope Definition

Each engagement begins with a signed Statement of Work (SOW) defining:

• Specific deliverables and acceptance criteria
• Timeline and milestones
• Assigned resources and escalation paths
• Dependencies and client responsibilities

Change Orders

Changes to scope, timeline, or deliverables require a written change order signed by both parties. Change orders may adjust fees and timelines. We will not proceed with out-of-scope work without your written approval.

Timelines

Timeline estimates are good-faith projections based on stated scope and client responsiveness. Delays caused by client dependencies, scope changes, or unforeseen technical complexity may extend timelines. We will communicate proactively about any material schedule impacts.

Payment Terms

Pricing

Fees are quoted in US dollars and are exclusive of applicable taxes. Final pricing depends on workflow complexity, risk control requirements, and integration scope.

Invoicing

Standard payment terms:

• Audit: 50% due at engagement start, 50% at delivery
• Pilot: 40% at start, 30% at midpoint milestone, 30% at completion
• Advisory: Monthly invoicing in advance

Late Payment

Invoices are due within 30 days of receipt. Overdue invoices accrue interest at 1.5% per month. We may suspend services for accounts more than 45 days past due.

Intellectual Property

Client Deliverables

Upon full payment, you own all custom deliverables created specifically for your engagement, including:

• Custom code, configurations, and integrations
• Documentation, runbooks, and training materials
• Architecture diagrams and technical specifications

CWC Retained Rights

CWC retains ownership of:

• Reusable frameworks, templates, and methodologies developed independently or across engagements
• Tools, libraries, and components in our standard toolkit
• General knowledge, skills, and experience gained during the engagement

Pre-Existing Materials

Each party retains ownership of materials they owned before the engagement. Where pre-existing materials are incorporated into deliverables, the receiving party receives a non-exclusive, perpetual license to use those materials as part of the deliverable.

Confidentiality

Mutual NDA

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. Confidential information includes business strategies, technical architectures, financial data, customer information, and any materials marked "confidential."

Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party before disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order (with prompt notice to allow protective measures)

Duration

Confidentiality obligations survive for 5 years after engagement completion, or indefinitely for trade secrets.

Limitation of Liability

Warranty Disclaimer

Services are provided "as is" without warranties of any kind, express or implied. We do not guarantee specific results, ROI outcomes, or error-free operation of delivered systems.

Liability Cap

To the maximum extent permitted by law, CWC's total liability for any claims arising from an engagement is limited to fees actually paid for that engagement. This limit applies to all claims, whether in contract, tort, or otherwise.

Exclusions

Neither party excludes liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Intellectual property infringement

Termination

For Convenience

Either party may terminate an engagement with 30 days written notice. You will pay for all work completed through the termination date, plus reasonable costs for work-in-progress that cannot be stopped.

For Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 15 days of written notice.

Effect of Termination

Upon termination:

• You will receive completed deliverables upon payment of outstanding fees
• Work-in-progress will be delivered in its current state
• Confidentiality and IP provisions survive termination
• Each party will return or destroy the other's confidential materials upon request

Governing Law

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict of law principles. Any disputes will be resolved in the state or federal courts located in Miami-Dade County, Florida.

General Provisions

• Entire Agreement: These Terms and the applicable SOW constitute the complete agreement between parties.
• Amendments: Changes require written agreement of both parties.
• Assignment: Neither party may assign rights without prior written consent.
• Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control.
• Severability: If any provision is found unenforceable, remaining provisions continue in effect.

Contact

For questions about these Terms or to discuss an engagement, use our sample call request form or book a call through our Calendly link.