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TERMS AND CONDITIONS OF SALE

Below text serves as a suggestion and doesn’t engage Odoo S.A. responsibility.

  1. The Service Provider agrees to provide the Client with access to and use of the Odoo Tenant Services (the "Services"), including but not limited to:
    1. Hosting of the Odoo instance
    2. Technical support (see Annex A below)
    3. Updates
    4. Data storage and backup (See Annex A below)
  3. The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
  4. Our invoices are payable within 21 working days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Oraclis reserves the right to request a fixed interest payment amounting to 10% of the sum remaining due. Oraclis will be authorized to suspend any provision of services without prior warning in the event of late payment.
  5. The Client agrees to:
    1. Use the Services in compliance with applicable laws.
    2. Maintain confidentiality of login credentials.
    3. Not engage in unauthorized access, reverse engineering, or distribution of the software.
    4. Ensure all data uploaded complies with data protection laws (POPI Act).
  7. If a payment is still outstanding more than sixty (60) days after the due payment date, Oraclis reserves the right to call on the services of a debt recovery company. All legal expenses will be payable by the client.
  8. Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation. Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Oraclis become involved in costs related to a country's legislation. The amount of the invoice will therefore be due to My Company in its entirety and does not include any costs relating to the legislation of the country in which the client is located.
  9. Oraclis undertakes to do its best to supply performant services in due time in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results. Oraclis cannot under any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed against the client by an end consumer.
  10. The Client agrees to indemnify, defend, and hold harmless the Oraclis, its affiliates, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including legal fees) arising from:
    1. Client’s misuse of the Services.
    2. Violation of this Agreement or applicable laws.
    3. Unauthorized access or data breaches caused by Client negligence.
    4. Any third-party claims related to Client’s data or usage.
  12. In order for it to be admissible, Oraclis must be notified of any claim by means of a letter sent by recorded delivery to its registered office within 8 days of the delivery of the goods or the provision of the services.
  13. The Oraclis shall not be liable for:
    1. Indirect, incidental, or consequential damages.
    2. Loss of data, profits, or business interruption.
    3. Issues arising from third-party integrations or modifications made by the Client.
  15. All our contractual relations will be governed exclusively by South African law.
  16. Data Protection and Confidentiality
    1. The Service Provider will implement reasonable security measures but does not guarantee absolute data security.
    2. The Client retains ownership of all data but grants the Service Provider necessary rights to host and process it.
  18. Terms & Termination
    1. This Agreement remains in effect until terminated by either party with 5 days’ notice.
    2. Upon termination, the Client must settle all outstanding fees, and data will be handled as per the data retention policy.

Annex A

TECHNICAL SUPPORT

The Service Provider shall provide the following technical support to the Client:

1.1 Included Support

  • Basic Assistance: Remote troubleshooting for system access issues (e.g., login problems, server errors).
  • Documentation: Guidance via help articles, FAQs, or pre-recorded tutorials.
  • Minor Bug Fixes: Resolution of verifiable software defects (if caused by the Odoo platform, not third-party customizations).

1.2 Excluded Support (Billable Services)

The following services are not included and will be billed at the Service Provider’s standard hourly rate [R500] or attach a rate sheet):

  • Customizations, module development, or third-party integrations.
  • Data migration or bulk data fixes (unless agreed in writing).
  • Training sessions or extended phone/chat support beyond 2 hours per month.
  • Process flow evaluation and optimaztion
  • Issues caused by Client negligence (e.g., accidental data deletion, misconfigured settings).

1.3 Support Limits

  • Fair Use Policy: The Client is allotted 2 hours of free support per setup. Additional time will be charged at R500 per hour.
  • Response Time: The Service Provider will use commercially reasonable efforts to respond to support requests within 24-48 business hours but does not guarantee immediate resolution.

1.4 Client Responsibilities

The Client must:

  • Provide detailed error descriptions and screenshots when requesting support.
  • Designate a single point of contact for support requests.
  • Avoid duplicate or repetitive requests for the same issue.