Terms & Conditions
Amended as of May 11, 2024
1. Introduction
These terms and conditions govern the use of Odoo ERP integration services (“the Services”) provided by OneVector Design Company, LLC ("the Provider"). By using our services, you agree to abide by these terms and conditions.
2. Scope of Services
2.1 Initial Consultation: The Provider will conduct an initial consultation with the Client to assess their business requirements and objectives for integrating with Odoo ERP. This consultation will include discussions on data migration, system customization, workflow automation, and any other relevant considerations.
2.2 Integration Planning: Based on the findings from the initial consultation, the Provider will develop a comprehensive integration plan outlining the scope, timeline, and deliverables of the project. This plan will be shared with the Client for review and approval before proceeding to the implementation phase.
2.3 Data Migration: The Provider will assist the Client in migrating relevant data from their legacy systems to Odoo ERP, ensuring data integrity, accuracy, and security throughout the process. This may involve data mapping, cleansing, transformation, and validation to ensure compatibility with Odoo's data structure.
2.4 Customization and Development: As needed, the Provider will develop custom features, modules, or extensions to tailor Odoo ERP to the unique requirements of the Client's business. This may include custom reports, dashboards, workflows, user interfaces, and business logic to enhance productivity and efficiency.
2.5 Training and Support: The Provider will provide training sessions for the Client's staff to familiarize them with the usage and administration of Odoo ERP. Training materials, documentation, and ongoing support will be provided to ensure a smooth transition and continued success post-implementation.
2.6 Monitoring and Maintenance: Following the implementation phase, the Provider will monitor the performance and stability of the integrated systems, addressing any issues or optimizations as needed. Regular maintenance activities, such as software updates, patches, and backups, will be performed to ensure the reliability and security of the integrated environment.
3. Service Level Agreement
3.1 Data Security: The Provider will implement robust security measures to protect the confidentiality, integrity, and availability of the Client's data within the integrated environment. This includes encryption of data in transit and at rest, role-based access controls, intrusion detection/prevention systems, and regular security audits.
3.2 Disaster Recovery: The Provider will maintain comprehensive disaster recovery and business continuity plans to minimize the impact of unforeseen events such as natural disasters, cyberattacks, or hardware failures. Data backups will be performed regularly, with offsite storage and redundancy to ensure rapid recovery in the event of a system outage.
3.3 Support Response Time: The Provider will adhere to predefined response time targets for addressing support requests and resolving technical issues. Response times will vary based on the severity and impact of the reported issue, with priority given to critical system failures affecting business operations.
3.4 Change Management: The Provider will follow established change management procedures when implementing updates, patches, or configuration changes to the integrated systems. Changes will be thoroughly tested in a non-production environment before being deployed to the production environment to minimize the risk of service disruptions.
3.5 Client Changes: The client agrees not to make any changes to the integration, setup, and backend of the software, without the consent of the Provider. Any alterations made without the knowledge of the Provider will breach this contract.
3.5 Incident Management: In the event of a service outage or disruption, the Provider will promptly investigate and diagnose the root cause of the incident. A dedicated incident response team will be mobilized to restore service within the shortest possible time frame, with regular updates provided to the Client until resolution.
4. Fees and Payment
Fees for the integration services are outlined in the agreed-upon contract or proposal. Payment terms will be specified in the contract, including invoicing schedules and accepted payment methods.
5. Intellectual Property
All intellectual property rights related to the integration services, including but not limited to software code, configurations, and documentation, belong to the Provider unless otherwise agreed upon in writing.
6. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary information exchanged during the course of the integration project. This includes business processes, trade secrets, and any other sensitive information.
6.1 Definition of Confidential Information: For the purposes of this agreement, "Confidential Information" shall include all non-public information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by any other means, 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. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer data, technical specifications, and any other proprietary information.
6.2 Obligations of Receiving Party: The Receiving Party agrees to hold all Confidential Information in strict confidence and to use it only for the purposes of fulfilling its obligations under this agreement. The Receiving Party shall not disclose, copy, reproduce, transmit, or distribute any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or court order. The Receiving Party shall ensure that its employees, contractors, and agents who have access to Confidential Information are bound by confidentiality obligations no less restrictive than those contained herein.
6.3 Exceptions: The obligations of confidentiality shall not apply to any information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or legal process, provided that the Receiving Party provides prompt notice to the Disclosing Party to enable them to seek a protective order or other appropriate remedy.
6.4 Return of Confidential Information: Upon termination or expiration of this agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including any copies, extracts, or derivatives thereof, and provide written certification of compliance with this provision.
7. Non-Compete/Non-Solicitation
During the term of this agreement and for a period of 12 months after its termination, the Client agrees not to engage in any business activities or partnerships that directly compete with the Services provided by the Provider. Additionally, the Client agrees not to solicit employees, contractors, or partners of the Provider for employment or engagement in similar Services.
8. Termination
8.1 Termination for Breach: Either party may terminate this agreement with written notice if the other party ("Breaching Party") breaches any material term of the agreement and fails to remedy the breach within [specify timeframe] days of receiving written notice specifying the nature of the breach. In the event of termination for breach, the non-breaching party shall be entitled to pursue any remedies available at law or in equity.
8.2 Termination for Convenience: The Client may terminate this agreement for convenience upon 14 days' prior written notice to the Provider. In such case, the Client shall be responsible for payment of any fees or expenses incurred by the Provider up to the effective date of termination, as outlined in the agreed-upon contract or proposal.
8.3 Effect of Termination: Upon termination of this agreement for any reason, the Client shall immediately cease using the software services, and the Provider shall discontinue providing access to the integrated systems. The Client shall be responsible for the return or destruction of any Provider-owned equipment, software, or documentation in their possession.
8.4 No Liability for Termination: Neither party shall be liable to the other for any damages, losses, or expenses incurred as a result of the termination of this agreement in accordance with its terms, except as expressly provided herein.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages: Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this agreement.
9.2 Exceptions: The limitations of liability do not apply to damages resulting from gross negligence or willful misconduct, breach of confidentiality, indemnification obligations, or liabilities that cannot be excluded by law.
9.3 Allocation of Risk: The limitations of liability reflect the parties' agreement on the allocation of risk and are an essential part of the contractual relationship.
9.4 No Third-Party Beneficiaries: The limitations of liability are solely for the benefit of the parties and do not confer rights upon any third party.
9.5 Mitigation: Each party agrees to mitigate damages and losses to the extent practicable.
10. Relationship of the Parties
10.1 Independent Contractors: The parties to this agreement are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between them. Neither party shall have the authority to bind or obligate the other party in any manner whatsoever.
10.2 No Exclusive Relationship: This agreement does not create an exclusive relationship between the parties. Each party retains the right to enter into similar agreements with other parties and to engage in business activities independent of the other party, provided such activities do not conflict with the terms of this agreement.
10.3 No Guarantee of Business Success: Nothing in this agreement shall be interpreted as a guarantee of business success or profitability for either party. Each party acknowledges that business success depends on various factors beyond the control of the other party and assumes all risks associated with its own business operations.
10.4 No Third-Party Beneficiaries: This agreement is intended solely for the benefit of the parties hereto and their respective successors and assigns and shall not confer any rights or remedies upon any third party.
11. Governing Law and Dispute Resolution
This agreement shall be construed with and governed by the laws of the State of California. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state of federal courts located in the United States, State of California, and said state and federal courts for the State of California shall be the appropriate jurisdiction and venue for such claim or controversy.
12. Amendments
The Provider reserves the right to amend these terms and conditions at any time. Any changes will be communicated to the Client in writing and will become effective within 14 days.
13. Entire Agreement
These terms and conditions constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter herein.