General conditions for cooperation
sale and delivery
The terms apply for all contracts concluded from November 1, 2015.
Unless otherwise agreed in writing between the customer and Odoo Hosting, these terms apply for Odoo Hosting quotations sales and delivery of Odoo Hosting's services to the customer, including hourly services, hosting, computer equipment, software, etc
Responsibility for cooperation
The customer and Odoo Hosting each selects a person responsible for cooperation. In other words, people who are authorised to conclude legally binding contracts between each party.
All agreements between the customer and Odoo Hosting shall be in writing and as a minimum contain a definition of what Odoo Hosting must deliver, the requirements, date and price. Odoo Hosting is the writer concerning the agreement, which then gets mailed to the customer for acceptance. Odoo Hosting will commence with the delivery including development once the agreement has been accepted.
If one of the parties wish to change (including extending) the agreement, and the parties agree on the change, an addition on the agreement is established, including new time estimates and prices. The customer also pays Odoo Hosting for any work done that can not be used after the change of agreement.
The parties’ commitments
It requires both parties to loyally obey the agreement and to conform to the terms, including demonstrating flexibility and cooperation to the extend required for a suitable completion of the delivery.
Odoo Hosting is required to deliver qualified resources at disposal in order of carrying out the delivery, and Odoo Hosting is at any time entitled to replace resources, including named resources allocated to the delivery, with equivalent resources.
The deliveries must be carried out in accordance with good IT practice.
The customer accepts to contribute the resources necessary for Odoo Hosting to fulfill the agreement. The customer is at any time obliged to: (a) assist Odoo Hosting with the necessary cooperation to fulfill the agreement, (b) provide qualified resources available to Odoo Hosting (relevant education and authority to make decisions), (c) provide any reasonable facility and resources to Odoo Hosting, such as personnel, premises, work facilities (for instance office supplies, computers and computer-software) and communication facilities, (d) ensure the IT environment, Odoo Hosting’s employees work in/with, so there is no risk of loss or damage to the customer’s IT systems and data, (e) ensure that there is sufficient back-up (data and software) before (and after) Odoo Hosting’s employees gain access to the customer’s IT-systems. It can be arranged beforehand in writing that Odoo Hosting will take care of back-up, (f) have the necessary license agreements regarding Odoo Hosting’s deliveries, and (g) have the necessary safe measures in place to prevent and minimise the risk of damage to the customer’s IT-systems, including protection against virus attacks.
Price and payment terms
The prices in quotation and order confirmation are ex VAT, shipping, installation and insurance, unless otherwise stated. Changes in exchange rate, taxes, insurance, shipping and purchase expenses entitles Odoo Hosting to adjust the prices.
If prices are not specified in the agreement, Odoo Hosting’s list prices from the time of payment will be used.
Odoo Hosting is entitled to invoice when delivery has taken place; for hourly paid services weeks in arrears for services performed.
Outside normal working hours: it can be arranged that tasks can be carried out outside normal working hours. Such tasks are paid a supplement to the hourly rate cf. Odoo Hosting’s list price of services from the time of payment.
Expenses and travel time: Odoo Hosting is entitled to reimbursement for any expenses, including transportation, travel time, wear and accommodation. The reimbursement is billed according to time consumed/actual expenses regardless of whether the task is hourly paid or at a fixed price.
Travel time is billed according to time spent cf. Odoo Hosting’s list price of services from the time of payment.
Odoo Hosting does not compose documentation and instructions for hourly/fixed price based services and the result thereof, unless this is agreed and specified in the agreement. Included in deliveries of equipment/standard software are product descriptions and user manuals (in Danish or English) to the extend they are produced and supplied by the manufacturer.
The delivery is sold with RETENTION OF TITLE and is owned by Odoo Hosting until the customer has paid the entire price plus supplements from interests and any expenses related to the sold product/service that may be incurred by Odoo Hosting on behalf of the customer.
The time of payment is 8 days and specified on each invoice. In case of delayed payment Odoo Hosting is entitled to charge interests from the time of payment with 1.5% per month. In case of default in payment Odoo Hosting is entitled to suspend and withhold the delivery or part thereof and/or to cancel the agreement in whole or in part via written notice to the customer. If the agreement is cancelled, Odoo Hosting is entitled to compensation.
Hourly paid services
Unless otherwise specified in the agreement, Odoo Hosting is entitled to bill the customer for conducted hourly paid services according to the actual time spent. Odoo Hosting must, in this respect, continuously compose appropriate documentation of the amount of hourly paid services such as time sheets or similar.
Estimates can be used when neither the customer nor Odoo Hosting are able to assess the extent of a certain task. In other words a scope is set for Odoo Hosting’s hour consumption, etc. When 80% of the agreed hours are spent, and the task is not expected to be done within the scope, Odoo Hosting will contact the customer in writing to agree on a new estimate. In case the customer on the base of this wishes to cancel the work, this needs to be informed immediately in writing to Odoo Hosting, and the customer will only need to pay for the work done so far, and for the equipment/software that has been delivered to the customer until Odoo Hosting receives the request about cancelling the delivery. The documentation from Odoo Hosting’s hour consumption, plus invoice thereof, follows the guidelines for hourly paid services.
Voucher is cf. the pricelist for Odoo Hosting’s services, a discount prepaid for hourly paid services, where the consumption is documented and presented to the customer in the same way as hourly paid services.
Fixed price services
A fixed price is based on the information and the descriptions included in the agreement, and in case Odoo Hosting subsequently becomes aware of circumstances that must be considered to have an impact on Odoo Hosting’s assessment of the delivery which Odoo Hosting should not itself have been aware of; Odoo Hosting can inform the customer about the consequences these pieces of information can have on the agreed price. If the customer, on the basis of this, wishes to cancel the work, this will have to be informed immediately in writing to Odoo Hosting, and the customer will only need to pay for the work done so far, and for the equipment/software that has been delivered to the customer until Odoo Hosting receives the request about cancelling the delivery.
Invoiced with price and date of payment cf. the agreement with Odoo Hosting’s current Hosting partner, who delivers the hosting service without any responsibility for Odoo Hosting. Any installation, configuration, user set-up, surveillance, etc. is implemented by Odoo Hosting based on time spent/expenses. It is the customer’s own responsibility to keep themselves informed and conform to the hosting partner’s terms for hosting, and the customer can sign up for extra agreements regarding backup, operation monitoring, etc.
Abonnement på hosting er gældende for tre måneder, og forlænges automatisk med ny tilsvarende bindingsperiode, med mindre den skriftligt er blevet opsagt. Aftalen kan opsiges senest en måned før kvartals udgang.
Odoo Hosting kan til enhver tid opsige aftale med et varsel på 30 dage. Eventuelt refusion af forudbetalt beløb sker i dette tilfælde forholdsmæssigt.
Ved udebleven betaling i mere end 30 dage fra forfaldsdato, kan Odoo Hosting lukke adgangen til hosting eller helt ophøre hosting aftalen. For at få genåbnet adgang til hosting, opkræves et gebyr på 995,-. For at få udlæst data opkræves et gebyr på 1500,- og sker først, når forfalden betaling er sket.
Ophører en hostingaftale som følge af en abonnementsopsigelse, kan Køber anmode om at få udlevet data efter aftale, inden abonnementet ophører. Udlæsning af data faktureres efter medgået tid. Anmodningen kan senest ske op til tre måneder efter, at adgangen til systemet er lukket. Data slettes herefter.
Software and hardware
Invoiced at delivery to an agreed price. Any installation, configuration, etc. is implemented upon separate agreement.
Delivery and delivery time
Any date of delivery is included in the agreement. If no date of delivery has been agreed, each party can with a reasonable written notice require the agreement executed. Any agreed date of delivery is approximate. Partial delivery can take place. Unless otherwise agreed, the delivery is considered done when equipment and/or standard software is handed over from Odoo Hosting’s warehouse (ex warehouse)/made available for the customer online, and Odoo Hosting disclaims any responsibility for installation, implementation, etc. unless stated otherwise in the agreement. The risk with the equipment and standard software is handed over to the customer at the delivery date. For hourly paid services delivery is ongoing, as the hourly paid services are executed by Odoo Hosting. Should programming be performed, delivery is considered done when Odoo Hosting informs the customer that the special software is ready for testing, and/or when the customer has received the special software or otherwise has been granted access.
Delays and postponement
If one of the parties realize that there will be delays in the fulfillment of the party's obligations under the agreement, the party must without undue delay and with a notice of at least 2 days in writing notify the other party. It requires hereafter both parties to limit the delay and any damage caused by the delay. If the customer is delayed Odoo Hosting, regardless of any postponement of the delivery date demanded by Odoo Hosting, is entitled to demand a supplement covering extra expenses, as a result of Odoo Hostings’ resources allocated for the delivery not being utilised Additionally, Odoo Hosting can decide to stick to agreed payments and originally stated payment dates, even though tasks, phases, milestones and test, etc. which would trigger the payments, have not yet been executed.
Specifics regarding software
Does it appear in the agreement or in the conditions following a software product, which is supplied in the agreement, that the use of the software is subject to additional conditions, such as license conditions, the customer is obliged to inform themselves about these conditions and respect those. This also implies software delivered on an open source platform. Content in the terms regarding user rights and troubleshooting has priority over the contents of these general terms of the delivery.
The customer also agrees to comply with Danish law to the current rules for handling software that is protected by copyright.
The customer gains limited, non-exclusive and non-transferable rights to use the standard software internally in the customer's company in accordance with the at any time valid license terms and agreements for the standard software.
Is Odoo Hosting under the agreement supposed to develop software, including optionally produce or deliver associated documentation, user manuals er similar, the property and copyright of the software and the related material will accrue to Odoo Hosting. Consequently, Odoo Hosting is free to dispose of the software including the decision to implement the software as a standard solution that Odoo Hosting additionally issues license agreements to. The customer gains a time-unlimited non-exclusive, non-transferable right to use the software in the legal unit which has purchased the right hereto and to the number of users stated in the agreement. The user right can be on a condition of retention of maintenance agreements. Software, developed by Odoo Hosting, should be developed and programmed in accordance with the guidelines and the specifications agreed between the parties. Odoo Hosting is only responsible for following the specifications included in the agreement, and Odoo Hosting is not responsible for integration issues, etc. unless this has been specified in the agreement. Odoo Hosting is not responsible for maintenance of specially programmed software. It has to be specifically stated in the agreement if the customer wishes to have the development documented. It is the customer's responsibility and at the customer’s own expense to run comprehensive tests in an environment similar to the actual operation environment in which Odoo Hosting’s development afterwards is put into operation. This is done to limit any consequences of errors in the delivery. If the customer chooses, at a later point in time, to install new releases/versions of the standard software that the specialised software is developed to work with, then the customer is responsible for the continuing integration and functionality; Odoo Hosting does not guarantee that the specialised software will work with later releases and versions.
Odoo Hosting guarantees that the software developed by Odoo Hosting does not violate third party rights including patents and copyright of any kind.
Specifics regarding hourly paid services
If Odoo Hosting in connection with an hourly paid service gets access to the customer's IT systems, the customer must before the work is started ensure that Odoo Hosting is notified in writing and aware of any safety regulations or other guidelines which may apply to the access to the customer’s IT systems. Odoo Hosting expects that the customer provides appropriate work facilities if the work has to be carried out at the customer’s premises. The customer is responsible for all the necessary rights in connection with Odoo Hostings’ employees access to the customer’s IT systems. Odoo Hosting's consultants will comply with the usual client confidentiality in relation to the information obtained during the work. Any stricter confidentiality must follow a separate agreement.
Odoo Hosting disclaims any responsibility for loss or damage that occurs in associated with Odoo Hosting’s disposal of consultants for tasks where the overall management of the task’s execution is controlled by the customer or a third party.
Specifics regarding hosting
Odoo Hosting offers the customer shared (multiple customers on same server) or individual (own server) Hosting of the customer’s own Odoo solution with a possibility for third party products. Odoo Hosting decides at any given time the Hosting partner who without any responsibility for Odoo Hosting is delivering hosting services, and it is the customer's responsibility to inform themselves and comply with the hosting partners terms for hosting. Odoo Hosting owns the Danish language layer and can be considered borrowed as long as you are hosting at Odoo Hosting.
Multiple customers in separate databases are hosted on the same server. Only Odoo Hosting has access to system administration including user maintenance, configuration of applications, installation, relocation, updates and corrections, upgradings of Odoo, installation of program changes, third party applications, etc. Odoo Hosting completes the tasks cf. guidelines for software and hourly paid services.
The customer has full responsibility for maintaining his systems on his own server. The customer, his helpers and optionally Odoo Hosting have access to system administration. Odoo Hosting can offer support hereto including user maintenance, configuration of applications, installation, relocation, updates and corrections, upgrades of Odoo, installation of program changes, third party applications, etc. Odoo Hosting is not responsible for the system, and tasks are completed cf. the guidelines for software and hourly paid services without responsibility for Odoo Hosting, unless otherwise stated and agreed in writing.
Warranty and liability
In case the delivered is faulty or has shortcomings, meaning that the delivered does not meet the specification in the agreement, and where the deviations are significant, the customer must, if the customer wants to invoke the error or defect, complain in accordance with the mentioned below.
Hourly paid services
The customer must without undue delay control the outcome of an hourly paid service and immediately report any defects to Odoo Hosting in writing. Complaints should in all circumstances be received by Odoo Hosting no later than one month after the completion of the hourly paid service. For tests of the delivered software, the customer is obliged to provide a test specification and test data.
Odoo Hosting should commence corrective action of defects within a reasonable time after receiving an adequate complaint from the customer. Is the corrective action impossible due to the nature or does Odoo Hosting consider the correction not possible within reasonable time and financial scope, then Odoo Hosting can, non-negotiably, instead decide to grant the customer a proportionate reduction in the price of the defective hourly paid service or return the fee for the defective hourly paid service if this due to defects is useless to the customer.
The customer can, if the defects are significant, cancel the agreement ex nunc and demand compensation with the limitations imposed by these general conditions and any conditions attached to the supplied software.
Hardware and standard software
The absolute warranty period for hardware and standard software expires 12 months after the delivery date, and warranty presupposes that the customer has met his obligation to investigate by Danish law. The complaint against Odoo Hosting must be put in writing immediately after the investigation. Failure to do so will dismiss the complaint. Odoo Hosting decides if corrective action of the defect is to repair the defect or replacement of the defect unit.
After Odoo Hosting's assessment, a corrective action can be done at the customer’s premises or at Odoo Hosting/one of Odoo Hosting’s designated service locations. In the last case, the customer is at his own expense and risk responsible for transport to and from Odoo Hosting/service location. The corrective action occurs within Odoo Hosting's normal working hours, and upon request a customer representative must be available during Odoo Hosting's work.
If Odoo Hosting does not initiate correcting the defect within a reasonable time (minimum 20 working days), the customer may be entitled to a proportional reduction in accordance with Danish law. In addition, the customer can cancel the agreement if there is a significant deficiency, unless this is not corrected within 20 working days after the faulty equipment or software was made accessible to Odoo Hosting. In such cases, the customer may also claim compensation with the limitations imposed by these general conditions and any conditions attached to the supplied software.
In case of significant deficiencies in parts of the delivery, the customer may only cancel the agreement as regards the error or defective parts unless the defect is of such a nature that the usability of the overall delivery is significantly reduced. Odoo Hosting's limited liability for third party products listed in the section 'Limitation of liability'.
General information on deliveries as a whole
If the customer in writing notified a deficiency, and it turns out that there is no defect, the customer must refund the expenses Odoo Hosting may have had in this regard. The compensation is determined by Odoo Hosting's any time valid price list for carried out service, etc. The above constitute an exhaustive description of Odoo Hosting's liability for defective deliveries and the provision must be read in conjunction with the limitations of liability arising from these conditions.
Limitation of liability
Odoo Hostings supplementary performance obligation and liability under this agreement applies not to (a) errors caused by installation done by anyone other than Odoo Hosting or as a result of the customer's use of the products in connection with other accessories/software, which directly or indirectly affect the function of the products, (b) errors caused by changes or alterations to the products that are not made in accordance with Odoo Hosting's written instructions, (c) errors caused by the customer's lack of training or as a result of using the products in a different way than prescribed in the provided documentation, or by negligence of the customer, his personnel or third parties, and (d) failure to satisfy the needs or wishes for functionalities not expressly and unambiguously described in the parties' agreement. Odoo Hosting is not responsible for defects in the equipment, software or hosting services, etc., as Odoo Hosting itself has produced/delivered and which are only sold by Odoo Hosting. Odoo Hosting assumes alone to convey the customer's written complaint to the manufacturer of such equipment, software or hosting services, and the customer's rights against the manufacturer follows the warranty associated with the product/service from the manufacturer. Odoo Hosting is not responsible for indirect loss, consequential damages, damages caused by IT viruses, business interruption, loss of data and costs for their restoration and loss of profits and other business loss, no matter if this was caused by Odoo Hosting's negligence. Odoo Hosting has product liability under the then applicable mandatory legislation. Aside from that, Odoo Hosting assumes no product liability.
Information about the customer will be stored and/or transferred in strict accordance with applicable laws on data protection. The customer can inform Odoo Hosting that his information may not be used for direct marketing.
Neither party shall be liable for a breach if the breach is due to circumstances which the parties entering the agreement could not have anticipated including strikes and lockouts and other circumstances under Danish law as force majeure.
This agreement is subject to Danish law, and disputes shall be decided by Odoo Hosting’s statutory jurisdiction.