Version 5b - Last revision: June 30, 2016.
By subscribing to the Odoo Enterprise services (the "Services") provided by Odoo SA and its affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or Odoo Community Edition (the "Software"), you (the "Customer") are agreeing to be bound by the following terms and conditions (the "Agreement").
1 Term of the Agreement
The duration of this Agreement (the “Term”) shall be minimally one year and as specified in writing at the signature of this Agreement, beginning on the date of the signature. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term by registered mail to the other party.
- Any active user account with access to the Software in creation and/or edition mode. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the Software through the portal facilities (known as "portal Users") are not counted as Users.
- Is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Odoo SA (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).
- Covered Versions
All Services provided under this Agreement are applicable only to the Covered Versions of the Software, which include the 3 (three) most recently released major versions.
To be covered by the current Agreement, Customer’s installations have to run the most recent Covered Version at the time of this Agreement’s signature. When this is not the case, additional costs are applicable, as described in 5 Charges and Fees.
3 Access to Odoo Enterprise Edition
For the duration of this Agreement, Odoo SA gives the Customer a non-exclusive, non-transferable license to use (execute, modify, execute after modification) the Odoo Enterprise Edition software, under the terms set forth in 10 Appendix A: Odoo Enterprise Edition License.
The Customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Software that verifies the validity of the Odoo Enterprise Edition usage and collects statistics for that purpose, including but not limited to the running of an instance and the number of Users.
Upon expiration or termination of this Agreement, this license is revoked immediately and the Customer agrees to stop using the Odoo Enterprise Edition software.
Should the Customer breach the terms of this section, the Customer agrees to pay Odoo SA an extra fee equal to 300% of the applicable list price for the actual number of Users.
4 Included Services
4.1 Bug Fixing Service
For the duration of this Agreement, Odoo SA commits to making all reasonable efforts to remedy any Bug of the Software submitted by the Customer through the appropriate channel (typically, Odoo SA's service desk email address or website form), and to start handling such Customer submissions within 2 business days.
The Customer understands that Bugs caused by a modification or extension that is not part of the official Software will not be covered by this service.
As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. If the bug has been addressed in a more recent revision of the Covered Version of the Software used by the Customer, the Customer agrees to update its systems to that revision in order to obtain the correction. The Customer will not be asked to upgrade to a more recent Covered Version of the Software as a remedy to a Bug.
When a Bug is fixed in any Covered Version, Odoo SA commits to fixing the Bug in all more recent Covered Versions of the Software.
Both parties acknowledge that as specified in the license of the Software and in the 7.3 Limitation of Liability section of this Agreement, Odoo SA cannot be held liable for Bugs in the Software.
4.2 Security Advisories Service
For the duration of this Agreement, Odoo SA commits to sending a "Security Advisory" to the Customer for any security Bug that are discovered in the Covered Versions of the Software, at least 2 weeks before making the Security Advisory public, unless the Bug has already been disclosed publicly by a third party. Security Advisories include a complete description of the Bug, its cause, its possible impacts on the Customer's systems, and the corresponding remedy for each Covered Version.
The Customer understands that the Bug and the information in the Security Advisory must be treated are Confidential Information as described in 6.4 Confidentiality during the embargo period prior to the public disclosure.
4.3 Upgrade Services
Upgrade Service for the Software
For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate channel (typically Odoo SA's upgrade service website), in order to convert a database of the Software from one Covered Version of the Software to a more recent Covered Version (the "Target Version").
Upgrade requests must include a complete backup copy of the Customer's database and the associated data (typically obtained from the Backup menu of the Software). Where necessary for data security or regulation reasons, the Upgrade Service includes an optional tool to anonymize identifiable data inside a database before submitting the upgrade request, and a tool to restore the anonymized data after the upgrade.
This service provided through an automated platform in order to allow the Customer to perform unattended upgrades once a previous version of the Customer's database has been successfully upgraded for a Covered Version. The Customer may submit successive upgrade requests for a database, and agrees to submit at least 1 upgrade request for testing purposes before submitting the final upgrade request.
The Upgrade Service is limited to the technical conversion and adaptation of the Customer's database to make it compatible with the Target Version, and the correction of any Bug directly caused by the upgrade operation and not normally occurring in the Target Version.
It is the sole responsibility of the Customer to verify and validate the upgraded database in order to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version, and to convert and adapt for the Target Version any third-party extensions of the Software that were installed in the database before the upgrade (except where applicable as foreseen in section Upgrade Service for third-party extensions). The Customer may submit multiple upgrade requests for a database, until an acceptable result is achieved.
Upgrade Service for third-party extensions
For the duration of this Agreement, the Customer may request optional upgrade services for third-party extension modules of the Software, in addition to the regular Upgrade Services. This optional service is subject to additional fees (as described in charges) and includes the technical adaptation of third-party modules installed in the Customer's database and their corresponding data in order to be compatible with the Target Version. The Customer will receive an upgraded version of all installed third-party modules along with the upgraded database.
5 Charges and Fees
5.1 Standard charges
The standard charges for the Odoo Enterprise subscription, the Bug Fixing Service, Security Advisories Service and the Upgrade Service are based on the number of Users and the Software version used by the Customer, and specified in writing at the signature of the Agreement.
When during the Term, the Customer has more Users than specified at the time of signature of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the beginning of the Term) for the additional Users, for the remainder of the Term.
If at the time of the signature of this Agreement, the Customer uses a Covered Version that is not the most recent one, the standard charges will be increased by 50% for the duration of the first Term.
5.2 Renewal charges
Upon renewal as covered in section 1 Term of the Agreement, if the per-User charges applied during the previous Term are lower than the most current applicable per-User list price, the per-User charges will increase by up to 7%, unless Odoo SA provides written notice of a new price to the Customer at least 60 days prior to the end of the Term.
5.3 Charges for Upgrade Services of third-party modules
Odoo SA reserves the right to reject an upgrade request for third-party modules under the above conditions if the quality of the source code of those modules is too low, or if these modules constitute an interface with third-party software or systems. The upgrade of such modules will subject to a separate offer, outside of this Agreement.
All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, "Taxes"). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Odoo SA is legally obliged to pay or collect Taxes for which the Customer is responsible.
6 Conditions of Services
6.1 Customer Obligations
The Customer agrees to:
- pay Odoo SA any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified in the corresponding invoice ;
- immediately notify Odoo SA when the actual number of Users exceeds the number of Users specified at the signature of the Agreement, and in this event, pay the applicable additional fee as described in section 5.1 Standard charges;
- take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the Odoo Enterprise Edition usage, as described in 3 Access to Odoo Enterprise Edition ;
- grant Odoo SA the necessary access to verify the validity of the Odoo Enterprise Edition usage upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
- appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
- take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, acknowledging that Odoo SA cannot be held liable for any data loss;
6.2 No Soliciting or Hiring
Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of EUR (€) 30 000.00 (thirty thousand euros).
Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.
- Definition of "Confidential Information":
- All information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.
Further, Odoo SA may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within the due date specified on the corresponding invoice.
7 Warranties, Disclaimers, Liability
For the duration of this Agreement, Odoo SA commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:
- the Customer’s computing systems are in good operational order and the Software is installed in a suitable operating environment;
- the Customer provides adequate troubleshooting information and access so that Odoo SA can identify, reproduce and address problems;
- all amounts due to Odoo SA have been paid.
The Customer's sole and exclusive remedy and Odoo SA's only obligation for any breach of this warranty is for Odoo SA to resume the execution of the Services at no additional charge.
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
Odoo SA does not warrant that the Software complies with any local or international law or regulations.
7.3 Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.
In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates' remedy otherwise fails of its essential purpose.
7.4 Force Majeure
Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
8 General Provisions
8.1 Governing Law
Both parties agree that the laws of Belgium will apply, should any dispute arise out of or in connection with this Agreement, without regard to choice or conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereinabove, both parties agree to submit to the sole jurisdiction of the Nivelles (Belgium) court for the purpose of litigating all disputes.
In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.