Odoo Enterprise Subscription Agreement

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 and Covered Extra Modules submitted by the Customer through the appropriate channel (typically, the web form or phone numbers listed on odoo.com/help, or when working with an Odoo Partner, the channel provided by the partner), and to start handling such Customer submissions within 2 business days.

As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. If the Customer is using a Covered Version, they 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 :ref:`liability` section of this Agreement, Odoo SA cannot be held liable for Bugs in the Software or in Covered Extra Modules.

4.2 Security Updates Service

4.3 Upgrade Services

4.4 Cloud Hosting Services

For the duration of this Agreement, when the Customer chooses to use the Cloud Platform, Odoo SA commits to providing at least the following services:

• Choice of multiple hosting regions (minimum 3: Europe, America, Asia/Pacific)
• Hosting in Tier-III data centers or equivalent, with 99.9% network uptime
• Grade A SSL (HTTPS) Encryption of communication
• Fully automated, verified backups, replicated in multiple regions
• Disaster Recovery Plan, tested regularly

The details of the Cloud Hosting Services are described on the Service Level Agreement page at https://www.odoo.com/cloud-sla.

4.5 Support Services

4.6 Working with an Odoo Partner

For bug fixes, support and upgrade services, the Customer may either work with an Odoo Partner as the main point of contact, or work with Odoo SA directly.

If the Customer decides to work with an Odoo Partner, Odoo SA will subcontract services related to the Covered Extra Modules to the Odoo Partner, who becomes the main point of contact of the customer. The Odoo Partner may contact Odoo SA on behalf of the customer for second-level assistance with regard to standard features of the Software.

If the Customer decides to work with Odoo SA directly, services related to Covered Extra Modules are provided if and only if the Customer is hosted on the Odoo Cloud Platform.

5.1 Standard charges

The standard charges for the Odoo Enterprise subscription and the Services are based on the number of Users and the installed Apps used by the Customer, and specified in writing at the conclusion of the Agreement.

When during the Term, the Customer has more Users or more installed Apps than specified at the time of conclusion 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 or Apps, for the remainder of the Term.

In addition, services for Covered Extra Modules are charged based on the number of lines of code in these modules. When the Customer opts for the maintenance of Covered Extra Modules, the charge is a monthly fee of 16€ per 100 lines of code (rounded up to the next hundred), unless otherwise specified in writing at the conclusion of the Agreement. Lines of code will be counted with the cloc command of the Software, and include all text lines in the source code of those modules, regardless of the programming language (Python, Javascript, XML, etc.), excluding blank lines, comment lines and files that are not loaded when installing or executing the Software.

When the Customer requests an upgrade, for each Covered Extra Module that has not been covered by a maintenance fee for the last 12 months, Odoo SA may charge a one-time extra fee of 16€ per 100 lines of code, for each missing month of coverage.

5.2 Renewal charges

Upon renewal as covered in section :ref:`term`, if the charges applied during the previous Term (excluding any “Initial User Discounts”) are lower than the most current applicable list price, these charges will increase by up to 7%.

5.3 Taxes

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.

6.1 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 at the signature of this contract ;
• immediately notify Odoo SA when their actual number of Users or their installed Apps exceed the numbers specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee as described in section :ref:`charges_standard`;
• 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 :ref:`enterprise_access` ;
• appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
• provide written notice to Odoo SA 30 days before changing their main point of contact to work with another Odoo Partner, or to work with Odoo SA directly.

When the Customer chooses to use the Cloud Platform, the Customer further agrees to:

• take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
• make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities, and strictly observe the rules outlined in the Acceptable Use Policy published at https://www.odoo.com/acceptable-use.

When the Customer chooses the Self-Hosting option, the Customer further agrees to:

• 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;
• 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);

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).

6.3 Publicity

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.

6.4 Confidentiality

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.

6.5 Data Protection

Definitions

"Personal Data", "Controller", "Processing" take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”)

6.6 Termination

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 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.

Surviving Provisions:

The sections ":ref:`confidentiality`”, “:ref:`disclaimers`”, “:ref:`liability`”, and “:ref:`general_provisions`” will survive any termination or expiration of this Agreement.

7.1 Warranties

Odoo SA owns the copyright or an equivalent [1] on 100% of the code of the Software, and confirms that all the software libraries required to use the Software are available under a licence compatible with the licence of the Software.

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, for Self-Hosting, that the Software is installed in a suitable operating environment;
• the Customer provides adequate troubleshooting information and, for Self-Hosting, any access that Odoo SA may need to 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.

7.2 Disclaimers

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 finds its cause in a case of force majeure, such as 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.

8.1 Governing Law

This Agreement and all Customer orders will be subject to Belgian law. Any dispute arising out of or in connection with this Agreement or any Customer order will be subject to the exclusive jurisdiction of the Nivelles Business Court.

8.2 Severability

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.