Hasabtech LLC Odoo Plans Subscription Agreement
By subscribing to the Hasabtech LLC Odoo services (the “Services”) provided by Hasabtech LLC for Odoo Community Edition (the “Software”), hosted on Hasabtech’s Cloud platforms (the “Cloud Platform”) , you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).
The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.
- Definitions
User
Any user account indicated as active in the Software, with access to creation and/or edition mode. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the Software through the portal facilities (known as “portal Users”) are not counted as Users.
App
An “App” is a specialized group of features available for installation in the Software.
Odoo Partner
An Odoo Partner is a third-party company or individual, chosen by the Customer, and working with the Customer for their Odoo related services. The Customer can decide at any time to work with a different Odoo Partner, or to work with Hasabtech LLC directly (subject to prior notice).
Extra Module
An extra module is a directory of source code files, or a set of Python-based customizations created in a database, that adds features or changes the standard behavior of the Software. It may have been developed by the Customer, by Hasabtech LLC, by an Odoo Partner on behalf of the Customer, or by third parties.
Covered Extra Module
A Covered Extra Module is an Extra Module for which the Customer chooses to pay a maintenance fee in order to get support, upgrade and bug fixing services.
Bug
Is considered a Bug any failure of the Software or of a Covered Extra Module that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Hasabtech (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).
Covered Versions
The 3 most recently released major versions of the Software. A new major version is released once per year.
Subscription Plan
A Subscription Plan defines a set of Apps, features and hosting solutions covered by this Agreement, and is defined in writing at the conclusion of this Agreement.
2 Access to the Software
The Customer can use the Software hosted on the Cloud Platform, or choose the Self-Hosting option. The Cloud Platform is hosted and fully managed by Hasabtech, and accessed remotely by the Customer.
For the duration of this Agreement, Hasabtech gives the Customer a non-exclusive, non-transferable license to use (execute, modify, execute after modification) the Odoo Community Edition software, under the terms set in Odoo Community Edition License.
The Customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Software that verifies the validity of the Odoo Community Edition usage and collects statistics for that purpose, including but not limited to the running of an instance, the number of Users, the installed Apps, and the number of lines of code of Covered Extra Modules.
Hasabtech LLC commits not to disclose individual or named figures to third parties without the consent of the Customer, and to deal with all collected data in compliance with its official Privacy Policy, published at privacy policy
Upon expiration or termination of this Agreement, this license is revoked immediately and the Customer agrees to stop using the Odoo Community Edition software and the Cloud Platform.
Should the Customer breach the terms of this section, Access to the software will be revoked and ongoing contracts will be terminated.
3 Bug Fixing Service
For the duration of this Agreement, Hasabtech LLC 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 Contact Us), and to start handling such Customer submissions within 3 business days.
As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. If the Customer is not using a Covered Version, they might be asked to upgrade to a more recent Covered Version of the Software as a remedy to a Bug.
Both parties acknowledge that Hasabtech LLC cannot be held liable for Bugs in the Software or in Covered Extra Modules.
4 Security Updates Service
Hasabtech LLC commits to apply the security remedies for any security Bug discovered in a version of the Software hosted on the Cloud Platform, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.
5 Upgrade Service for the Software
For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate channel, in order to convert a database of the Software from any version of the Software to a more recent Covered Version.
The Upgrade Service is limited to the technical conversion and adaptation of the Customer’s database to make it compatible with the Target Version, the correction of any Bug directly caused by the upgrade operation and not normally occurring in the Target Version, and the conversion of the source code and data of Covered Extra Modules for the Target Version.
It is the responsibility of the Customer to verify and validate the upgraded database in order to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version.
6 Cloud Hosting Services
For the duration of this Agreement, when the Customer chooses to use the Cloud Platform, Hasabtech LLC commits to providing at least the following services:
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
7 Support Services
Scope
For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs or guidance with respect to the use of the standard features of the Software and Covered Extra Modules.
Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of Hasabtech LLC.
Availability
Tickets can be submitted via the web form or phone numbers listed on Contact Us, or when working with an Odoo Partner, the channel provided by the partner, subject to local opening hours.
8 Working with an Odoo Partner
For bug fixes, support and upgrade services, the Customer may either work with Hasabtech LLC as the main point of contact, or work with Odoo Partner.
If the Customer decides to work with an Odoo Partner, Hasabtech LLC 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 Hasabtech LLC on behalf of the customer for second-level assistance with regard to standard features of the Software.
9 Standard charges
The standard charges for the Odoo Community subscription and the Services are based on the Subscription Plan used by the Customer, and specified in writing at the conclusion of the Agreement.
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 per lines of code, as specified in writing at the conclusion of the Agreement.
10 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.
11 Customer Obligations
The Customer agrees to:
pay Hasabtech LLC any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract
appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
provide written notice to Hasabtech LLC 3 days before changing their main point of contact.
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.
12 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.
13 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.
14 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, Hasabtech LLC may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 15 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.
15 Warranties
Hasabtech LLC 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, Hasabtech LLC commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:
the Customer provides adequate troubleshooting information to identify, reproduce and address problems;
all amounts due to Hasabtech LLC have been paid.
The Customer’s sole and exclusive remedy and Hasabtech LLC’s only obligation for any breach of this warranty is for Hasabtech LLC to resume the execution of the Services at no additional charge.
16 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.
Hasabtech LLC does not warrant that the Software complies with any local or international law or regulations.
17 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 or otherwise, 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.
18 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.
19 Governing Law
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