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Terms and Conditions for Odoo Implementation and Support Services

Last Updated: 23 March 2025

1. Acceptance of Terms

By engaging ICT Field Pvt Ltd ("we," "us," "our") for Odoo implementation, customization, support, or related services ("Services"), you ("Customer," "you," "your") agree to be bound by these Terms and Conditions ("Terms"). These Terms govern all Services provided by us, unless superseded by a separately executed Master Service Agreement or Statement of Work.

2. Scope of Services

We provide consulting, implementation, customization, training, and support services for Odoo business management software. Our Services include:

  • Business analysis and Odoo system design

  • Installation, configuration, and data migration

  • Custom module development and third-party integrations

  • User training and documentation

  • Technical support and maintenance services

  • Hosting services (if applicable)

Specific deliverables, timelines, and fees for each project will be defined in a mutually agreed Statement of Work (SOW).

3. Odoo Licensing

  • Software License: You are responsible for obtaining the appropriate Odoo Enterprise subscription license directly from Odoo S.A. or through us as a reseller, if offered. The Odoo End User License Agreement (EULA) governs your use of the Odoo software itself.

  • Partner Role: We are an independent Odoo partner. We are not Odoo S.A. Our Services are separate from your Odoo software subscription.

  • Compliance: You agree to use the Odoo software in compliance with Odoo S.A.'s licensing terms. We are not liable for your breach of the Odoo EULA.

4. Fees and Payment

  • Service Fees: Fees for our Services are outlined in the applicable SOW or proposal. Fees may be structured as fixed-price, time-and-materials, or recurring support retainers.

  • Payment Terms: Invoices are due within [e.g., 15, 30] days of receipt. Late payments may incur interest at [e.g., 1.5%] per month or the maximum rate allowed by law.

  • Expenses: Reasonable, pre-approved travel and out-of-pocket expenses will be billed separately.

  • Changes: Any change in scope may result in an adjustment to the project timeline and fees, subject to a written change order.

5. Intellectual Property

  • Pre-existing IP: Each party retains ownership of its pre-existing intellectual property.

  • Deliverables: Upon full payment, we grant you a perpetual, non-exclusive license to use any custom developments, configurations, or reports created specifically for you as part of a paid SOW.

  • Odoo IP: All Odoo software, trademarks, and related intellectual property remain the exclusive property of Odoo S.A.

  • Our Tools & Methods: We retain ownership of our proprietary methodologies, tools, frameworks, and generic code libraries used to deliver the Services.

6. Customer Responsibilities

You agree to:

  • Provide timely access to necessary personnel, information, and systems.

  • Appoint a project manager to facilitate communication and decisions.

  • Review deliverables in a timely manner and provide clear feedback.

  • Ensure your data is accurate and legally obtained.

  • Maintain your Odoo subscription and underlying infrastructure (unless covered under a managed services SOW).

7. Confidentiality

Both parties agree to keep confidential any non-public business, technical, or financial information disclosed during the engagement. This obligation survives termination of these Terms.

8. Data Security & Privacy

  • Data Handling: We will handle your data responsibly and only as necessary to perform the Services.

  • Security: We will implement reasonable security measures when accessing your systems. For hosted solutions, security responsibilities will be defined in the relevant SOW or hosting agreement.

  • GDPR/Compliance: Each party is responsible for its own compliance with applicable data protection laws (e.g., GDPR, CCPA). We will act as a Data Processor only if explicitly defined in a Data Processing Addendum (DPA).

9. Warranties and Limitations

  • Services Warranty: We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards.

  • No Guarantee: We do not guarantee specific business outcomes or that the Odoo software will be error-free. Odoo S.A. provides its own warranties for the software.

  • Limitation of Liability: Our total liability for any claim arising from these Terms shall not exceed the total fees paid by you for the specific Services giving rise to the claim in the prior [12] months. In no event shall we be liable for any indirect, consequential, or incidental damages.

10. Term and Termination

  • Term: These Terms apply for the duration of our service engagement.

  • Termination for Cause: Either party may terminate for material breach upon [30] days' written notice if the breach remains uncured.

  • Effect of Termination: Upon termination, you will pay for all Services rendered and expenses incurred up to the termination date. We will provide a final deliverable of your data and materials upon request.

11. Support and Maintenance

Ongoing support services, if subscribed to, are covered under a separate Support Service Level Agreement (SLA) that defines response times, coverage hours, and exclusions.

12. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of Maldives. Any disputes shall be resolved exclusively in the courts located in Maldives.

13. General

  • Independent Contractor: We are an independent contractor. Nothing herein creates a partnership, joint venture, or employer-employee relationship.

  • Subcontractors: We may use qualified subcontractors to perform Services, remaining responsible for their work.

  • Entire Agreement: These Terms, along with any signed SOWs, constitute the entire agreement between the parties.

  • Modifications: We may update these Terms. Continued use of our Services after updates constitutes acceptance.

14. Contact

For questions or notices:

ICT Field Pvt Ltd
Ma. Haivakaruge, Dhanburu Magu
rifath@ictfield.com
7784026
www.ictfield.com