[WIP] legal: drafting

This commit is contained in:
Olivier Dony 2016-02-15 17:56:38 +01:00
parent da12bbf1a4
commit 550faabdf7
19 changed files with 1080 additions and 13 deletions

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%\usepackage{droid}
\usepackage[default]{lato}
%\usepackage{inconsolata}
\usepackage{fancyhdr}
\usepackage[usenames,dvipsnames]{xcolor}
\usepackage{graphicx}
% temp while drafting!
\usepackage{draftwatermark}
\SetWatermarkText{DRAFT}
\SetWatermarkScale{1}
\SetWatermarkLightness{.9}
% fancy titlepage
\usepackage{amsmath}
\usepackage{tikz}
\usepackage{epigraph}
\renewcommand\epigraphflush{flushright}
\renewcommand\epigraphsize{\normalsize}
\setlength\epigraphwidth{0.7\textwidth}
\definecolor{titlepagecolor}{rgb}{.63,.28,.54}
\DeclareFixedFont{\titlefont}{T1}{ppl}{b}{it}{0.5in}
\newcommand\titlepagedecoration{%
\begin{tikzpicture}[remember picture,overlay,shorten >= -10pt]
\coordinate (aux1) at ([yshift=-15pt]current page.north east);
\coordinate (aux2) at ([yshift=-410pt]current page.north east);
\coordinate (aux3) at ([xshift=-4.5cm]current page.north east);
\coordinate (aux4) at ([yshift=-150pt]current page.north east);
\coordinate (aux5) at ([yshift=-355pt]current page.north west);
\begin{scope}[titlepagecolor!40,line width=12pt,rounded corners=12pt, opacity=0.2]
\draw
(aux1) -- coordinate (a)
++(225:5) --
++(-45:5.1) coordinate (b);
\draw[shorten <= -10pt]
(aux3) --
(a) --
(aux1);
\draw[opacity=0.6,titlepagecolor,shorten <= -10pt]
(b) --
++(225:2.2) --
++(-45:2.2);
\end{scope}
\draw[titlepagecolor,line width=30pt,rounded corners=8pt,shorten <= -10pt]
(aux5) --
++(15,0);
\draw[titlepagecolor,line width=8pt,rounded corners=8pt,shorten <= -10pt]
(aux4) --
++(225:0.8) --
++(-45:0.8);
\begin{scope}[titlepagecolor!70,line width=6pt,rounded corners=8pt]
\draw[shorten <= -10pt]
(aux2) --
++(225:3) coordinate[pos=0.45] (c) --
++(-45:3.1);
\draw
(aux2) --
(c) --
++(135:2.5) --
++(45:2.5) --
++(-45:2.5) coordinate[pos=0.3] (d);
\draw
(d) -- +(45:1);
\end{scope}
\end{tikzpicture}%
}
% No automatic numbering, dual HTML/PDF output requires hardcoded ones
\setcounter{secnumdepth}{0}
% Max latex toc depth
\setcounter{tocdepth}{2}
\makeatletter
\setlength{\headheight}{15.2pt}
\pagestyle{fancy}
\fancyhf{}
\fancyfoot[L]{{\py@HeaderFamily\thepage}}
\fancyhead[R]{{\py@HeaderFamily \@title}}
\renewcommand{\headrulewidth}{0.1pt}
\renewcommand{\footrulewidth}{0.1pt}
\newcommand{\makeodootitle}{%
\begin{titlepage}
\titlepagedecoration
\begin{center}
\vspace{3cm}
\includegraphics{_static/banners/odoo_logo}
\end{center}
\vspace{2cm}
{ \bf \color{white} \Large \@title }
%\fdsfamily
\end{titlepage}
\newpage
}
\makeatother

33
conf.py
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@ -51,7 +51,7 @@ master_doc = 'index'
# General information about the project.
project = u'Odoo Business'
copyright = u'2015, Odoo S.A.'
copyright = u'2015-TODAY, Odoo S.A.'
# The version info for the project you're documenting, acts as replacement for
# |version| and |release|, also used in various other places throughout the
@ -197,27 +197,35 @@ htmlhelp_basename = 'UnderstandingAccountingForEntrepreneursdoc'
# -- Options for LaTeX output ---------------------------------------------
latex_elements = {
# The paper size ('letterpaper' or 'a4paper').
#'papersize': 'letterpaper',
'papersize': 'a4paper',
# The font size ('10pt', '11pt' or '12pt').
#'pointsize': '10pt',
# Additional stuff for the LaTeX preamble.
#'preamble': '',
'preamble': r'\usepackage{odoo}',
'maketitle': r'\makeodootitle',
}
latex_additional_files = ['_static/latex/odoo.sty']
# Grouping the document tree into LaTeX files. List of tuples
# (source start file, target name, title,
# author, documentclass [howto, manual, or own class]).
latex_documents = [
('index', 'UnderstandingAccountingForEntrepreneurs.tex', u'Understanding Accounting For Entrepreneurs Documentation',
u'fp, xmo', 'manual'),
('legal/terms/enterprise_tex', 'odoo_enterprise_agreement_v5.tex', 'Odoo Enterprise Subscription Agreement v5', '', 'howto'),
('legal/terms/partnership_tex', 'odoo_partnership_agreement_v5.tex', 'Odoo Partnership Agreement v5', '', 'howto'),
#('index', 'UnderstandingAccountingForEntrepreneurs.tex', u'Understanding Accounting For Entrepreneurs Documentation', u'fp, xmo', 'manual'),
]
# The name of an image file (relative to this directory) to place at the top of
# the title page.
#latex_logo = None
latex_logo = '_static/banners/odoo_logo.png'
# For "manual" documents, if this is true, then toplevel headings are parts,
# not chapters.
@ -227,7 +235,7 @@ latex_documents = [
#latex_show_pagerefs = False
# If true, show URL addresses after external links.
#latex_show_urls = False
latex_show_urls = True
# Documents to append as an appendix to all manuals.
#latex_appendices = []
@ -301,7 +309,7 @@ def setup(app):
app.add_javascript('reconciliation.js')
app.add_javascript('misc.js')
app.add_javascript('inventory.js');
app.add_javascript('inventory.js')
app.add_javascript('coa-valuation.js')
app.add_javascript('coa-valuation-continental.js')
app.add_javascript('coa-valuation-anglo-saxon.js')
@ -322,25 +330,24 @@ def analytics(app, pagename, templatename, context, doctree):
context['google_analytics_key'] = app.config.google_analytics_key
from sphinx import addnodes
def tag_toctrees(app, doctree, docname):
""" Adds a 'toc' metadata entry to all documents containing a toctree node"""
# document
# section
# title
# compound@toctree-wrapper
# ....
if not len(doctree.children) == 1:
return
[section] = doctree.children
if not len(section.children) == 2:
return;
[_, compound] = section.children
if not 'toctree-wrapper' in compound['classes']:
if len(section.children) < 2:
return
compound = section.children[1]
if 'toctree-wrapper' not in compound['classes']:
return
app.env.metadata[docname]['has-toc'] = True
def localize(app, pagename, templatename, context, doctree):
""" Adds a language switcher below the menu, requires ``canonical_root``
and ``languages`` (an ordered, space-separated lists of all possible

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legal.rst Normal file
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:banner: banners/getting_started.jpg
=====
Legal
=====
.. toctree::
:hidden:
legal/licenses
legal/terms
legal/others
Licenses
========
- :ref:`licenses`
Terms and Conditions
====================
.. |nbsp| raw:: html
&nbsp;
.. |download_enterprise| image:: _static/banners/pdf-icon.png
:alt: Download Odoo Enterprise Agreement
:target: odoo_enterprise_agreement_v5.pdf
.. |download_partnership| image:: _static/banners/pdf-icon.png
:alt: Download Odoo Partnership Agreement
:target: odoo_partnership_agreement_v5.pdf
- :ref:`enterprise_agreement` |nbsp| |nbsp| |download_enterprise|
- :ref:`partnership_agreement` |nbsp| |nbsp| |download_partnership|
Other legal references
======================
- :ref:`privacy_policy`
- :ref:`cla`

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legal/licenses.rst Normal file
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@ -0,0 +1,8 @@
:banner: banners/getting_started.jpg
========
Licenses
========
.. toctree::
licenses/licenses

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@ -0,0 +1,33 @@
Odoo Enterprise Edition License v1.0
This software and associated files (the "Software") can only be used (executed,
modified, executed after modifications) with a valid Odoo Enterprise
Subscription for the correct number of users.
With a valid Partnership Agreement with Odoo S.A., the above permissions are
also granted, as long as the usage is limited to a testing or development
environment.
You may develop Odoo modules based on the Software and distribute them
under the license of your choice, provided that it is compatible with the
terms of the Odoo Enterprise Edition License (For example: LGPL, MIT, or
proprietary licenses similar to this one).
You may use Odoo modules published under any license along with the
Software, provided that their license is compatible with the terms of the
Odoo Enterprise License (Including, but not limited to, any module
published on the Odoo Apps Store on odoo.com/apps)
It is forbidden to publish, distribute, sublicense, or sell copies of the
Software or modified copies of the Software.
The above copyright notice and this permission notice must be included in
all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. IN NO EVENT SHALL
THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,ARISING
FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER
DEALINGS IN THE SOFTWARE.

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@ -0,0 +1,96 @@
.. _licenses:
========
Licenses
========
.. _odoo_community_license:
Odoo 9 Community Edition
========================
Odoo 9 Community Edition is licensed under
`LGPL version 3 <http://www.gnu.org/licenses/lgpl-3.0.en.html>`_ (also known as LGPLv3).
See also the `GPL FAQ <http://www.gnu.org/licenses/gpl-faq.en.html>`_ and the
`compatibility matrix <http://www.gnu.org/licenses/gpl-faq.en.html#AllCompatibility>`_.
.. _odoo_enterprise_license:
Odoo 9 Enterprise Edition
=========================
Odoo 9 Enterprise Edition is licensed under the Odoo Enterprise Edition License v1.0,
defined as follows:
.. use <tt> to avoid default <pre> styling
.. raw:: html
<tt>
.. include:: enterprise_license.txt
.. raw:: html
</tt>
.. _odoo_apps_license:
Odoo Apps
=========
Unless otherwise stated, Odoo Apps by Odoo SA (including the website themes) are published under
the Odoo Proprietary License v1.0, defined as follows
.. use <tt> to avoid default <pre> styling
.. raw:: html
<tt>
Odoo Proprietary License v1.0
This software and associated files (the "Software") may only be used
(executed, modified, executed after modifications) if you have purchased a
valid license from the authors, typically via Odoo Apps, or if you have
received a written agreement from the authors of the Software (see the
COPYRIGHT file).
You may develop Odoo modules that use the Software as a library (typically
by depending on it, importing it and using its resources), but without
copying any source code or material from the Software. You may distribute
those modules under the license of your choice, provided that this license
is compatible with the terms of the Odoo Proprietary License (For example:
LGPL, MIT, or proprietary licenses similar to this one).
It is forbidden to publish, distribute, sublicense, or sell copies of the
Software or modified copies of the Software.
The above copyright notice and this permission notice must be included in
all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING
FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER
DEALINGS IN THE SOFTWARE.
.. raw:: html
</tt>
.. _odoo_8_license:
Odoo 8
======
Odoo 8 is licensed under
`AGPL version 3 <http://www.gnu.org/licenses/agpl-3.0.en.html>`_ (also known as AGPLv3).
See also the `GPL FAQ <http://www.gnu.org/licenses/gpl-faq.en.html>`_ and the
`compatibility matrix <http://www.gnu.org/licenses/gpl-faq.en.html#AllCompatibility>`_.

10
legal/others.rst Normal file
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@ -0,0 +1,10 @@
:banner: banners/getting_started.jpg
======================
Other legal references
======================
.. toctree::
others/privacy
others/cla

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legal/others/cla.rst Normal file
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@ -0,0 +1,13 @@
.. _cla:
=============================
Contributor License Agreement
=============================
In order to contribute to any of the Odoo projects, companies and individuals
have to sign the Odoo Contributor License Agreement (CLA).
More information about this requirement, the procedure to sign the agreement,
and a FAQ can be found on our
`GitHub project page <https://github.com/odoo/odoo/blob/8.0/doc/cla/sign-cla.md>`_.

7
legal/others/privacy.rst Normal file
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@ -0,0 +1,7 @@
.. _privacy_policy:
==============
Privacy Policy
==============
Temporary version at `<https://www.odoo.com/page/odoo-privacy-policy>`__ (needs cleanup)

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legal/terms.rst Normal file
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@ -0,0 +1,14 @@
:banner: banners/sign.jpg
====================
Terms and Conditions
====================
.. toctree::
:titlesonly:
terms/online
terms/enterprise
terms/partnership
.. + Link PDF version!s

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legal/terms/enterprise.rst Normal file
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@ -0,0 +1,478 @@
.. _enterprise_agreement:
======================================
Odoo Enterprise Subscription Agreement
======================================
.. raw:: latex
\clearpage
.. note:: Version 5 - Last revision: March 01, 2016.
By subscribing to the Odoo Enterprise services (the "Services") provided by Odoo SA and its
affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or
Odoo Community Edition (the "Software"), you (the "Customer") are agreeing to be bound by the
following terms and conditions (the "Agreement").
.. _term:
1 Term of the Agreement
=======================
The duration of this Agreement (the “Term”) shall be minimally one year and as specified in writing
at the signature of this Agreement, beginning on the date of the signature.
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 by registered mail to the other party.
.. _definitions:
2 Definitions
=============
User
Any employee, contractor, customer or vendor of the Customer who receives access to
the Software in creation and/or edition mode. External Users who only use the Software through
the portal facilities ("portal Users") and deactivated Users are not counted as Users.
Bug
Is considered a Bug any failure of the Software 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 Odoo SA (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
All Services provided under this Agreement are applicable only to the Covered Versions of
the Software, which include the 3 (three) most recently released major versions.
To be covered by the current Agreement, Customers installations have to run the most recent
Covered Version at the time of this Agreements signature. When this is not the case,
additional costs are applicable, as described in :ref:`charges`.
.. _enterprise_access:
3 Access to Odoo Enterprise Edition
===================================
For the duration of this Agreement, Odoo SA gives the Customer a non-exclusive, non-transferable
license to use (execute, modify, execute after modification) the Odoo Enterprise Edition software,
under the terms set forth in :ref:`appendix_a`.
In return, the Customer agrees take all necessary measures to guarantee the unmodified execution of
the part of the Software that verifies the validity of the Odoo Enterprise Edition usage and
collects statistics for that purpose, including but not limited to the running of an instance and
the number of Users.
Odoo SA 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, as published on `Odoo SA's website <https://www.odoo.com>`_.
.. FIXME: reword this sentence.
Should the Customer breach the terms of this section, the Customer agrees to pay Odoo SA an extra
fee equal to 300% of the applicable list price for the actual number of Users.
.. _services:
4 Included Services
===================
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 submitted by the Customer through the appropriate channel (typically, Odoo SA's
service desk email address or website form), and to start handling such Customer submissions
within 2 business days.
The Customer understands that Bugs caused by a modification or extension that is not part of the
official Software will not be covered by this service.
As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.
If the bug has been addressed in a more recent revision of the Covered Version of the
Software used by the Customer, the Customer agrees to update its systems to that revision in order
to obtain the correction. The Customer 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.
4.2 Security Advisories Service
-------------------------------
For the duration of this Agreement, Odoo SA commits to sending a "Security Advisory" to the Customer
for any security Bug that are discovered in the Covered Versions of the Software, at least 2 weeks
before making the Security Advisory public, unless the Bug has already been disclosed publicly by a
third party.
Security Advisories include a complete description of the Bug, its cause, its possible impacts
on the Customer's systems, and the corresponding remedy for each Covered Version.
The Customer understands that the Bug and the information in the Security Advisory must be treated
are Confidential Information as described in :ref:`confidentiality` during the embargo period prior to
the public disclosure.
.. _upgrade:
4.3 Upgrade Services
--------------------
.. _upgrade_odoo:
Upgrade Service for the Software
++++++++++++++++++++++++++++++++
For these duration of this Agreement, the Customer can submit upgrade requests through the appropriate
channel (typically Odoo SA's upgrade service website), in order to convert a database of the Software
from one Covered Version of the Software to a more recent Covered Version (the "Target Version").
Upgrade requests must include a complete backup copy of the Customer's database and the
associated data (typically obtained from the Backup menu of the Software). Where necessary for data
security or regulation reasons, the Upgrade Service includes an optional tool to anonymize
identifiable data inside a database before submitting the upgrade request, and a tool to restore
the anonymized data after the upgrade.
This service provided through an automated platform in order to allow the Customer to perform
unattended upgrades once a previous version of the Customer's database has been successfully upgraded.
The Customer may submit successive upgrade requests for a database, and agrees to submit at least
1 upgrade request for testing purposes before submitting the final upgrade request.
The Upgrade Service is limited to the technical conversion and adaptation of the Customer's database
to make it compatible with the Target Version, and the correction of any Bug directly caused by the
upgrade operation and not normally occurring in the Target Version.
It is the sole 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,
and to convert and adapt for the Target Version any third-party extensions of the Software that
were installed in the database before the upgrade (except where applicable as foreseen in section
:ref:`upgrade_extra`).
The Customer may submit multiple upgrade requests for a database, until an acceptable result is
achieved.
.. _upgrade_extra:
Upgrade Service for third-party extensions
++++++++++++++++++++++++++++++++++++++++++
For the duration of this Agreement, the Customer may request optional upgrade services in addition
to the regular Upgrade Services, for third-party extension modules of the Software.
This optional service is subject to additional fees (as described in charges_) and includes the
technical adaptation of third-party modules installed in the Customer's database and their
corresponding data in order to be compatible with the Target Version. The Customer will receive an
upgraded version of all installed third-party modules along with the upgraded database.
.. _charges:
5 Charges and Fees
==================
.. _charges_standard:
5.1 Standard charges
--------------------
The standard charges for the Odoo Enterprise subscription, the Bug Fixing Service, Security Advisories
Service and the Upgrade Service are based on the number of Users and the Software version used by
the Customer, and specified in writing at the signature of the Agreement.
When during the Term, the Customer has more Users than specified at the time of signature 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, for the remainder of the Term.
If at the time of the signature of this Agreement, the Customer uses a Covered Version
that is not the most recent one, the standard charges will be increased by 50% for the duration
of the first Term.
.. _charges_renewal:
5.2 Renewal charges
-------------------
Upon renewal as covered in section :ref:`term`, if the per-User charges applied during the previous Term
are lower than the most current applicable per-User list price, the per-User charges will increase
by up to 7%, unless Odoo SA provides written notice of a new price to the Customer 60 days prior
to the end of the Term.
.. _charges_thirdparty:
5.3 Charges for Upgrade Services of third-party modules
-------------------------------------------------------
.. FIXME: should we really fix the price in the contract?
The additional charge for the Upgrade Service for third-party modules is EUR (€) 1000.00 (one
thousand euros) per 1000 Lines of Code in the third-party modules, rounded up to the next thousand
lines. Lines of Code include all text lines in the source code of those modules, regardless of the
programming language (Python, Javascript, etc.) or data format (XML, CSV, etc.), excluding blank
lines and comment lines.
Odoo SA reserves the right to reject an upgrade request for third-party modules under the above
conditions if the quality of the source code of those modules is too low, or if these modules
constitute an interface with third-party software or systems. The upgrade of such modules will
subject to a separate offer, outside of this Agreement.
.. _taxes:
5.4 Taxes
---------
.. FIXME : extra section, not sure we need it?
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.
.. _conditions:
6 Conditions of Services
========================
6.1 Customer Obligations
------------------------
.. FIXME: removed the clause about
The Customer agrees to:
- pay Odoo SA any applicable charges for the Services of the present Agreement, in accordance with
the payment conditions specified in the corresponding invoice ;
- immediately notify Odoo SA when the actual number of Users exceeds the number of Users specified at
the signature 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` ;
- 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);
- appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
- take all reasonable measures to protect Customers files and databases and to ensure Customers
data is safe and secure, acknowledging that Odoo SA cannot be held liable for any data loss;
.. _no_soliciting:
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).
.. _publicity:
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 partys 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.
.. _confidentiality:
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.
.. _termination:
6.5 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 the due date specified on the corresponding invoice.
The sections ":ref:`confidentiality`”, “:ref:`disclaimers`”, “:ref:`liability`”,
and “:ref:`general_provisions`” will survive any termination or expiration of this Agreement.
.. _warranties_disclaimers:
7 Warranties, Disclaimers, Liability
====================================
.. _warranties:
7.1 Warranties
--------------
.. industry-standard warranties regarding our Services while Agreement in effect
.. clarified "perform again the services"
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 Customers computing systems are in good operational order and the Software is installed in a
suitable operating environment;
- the Customer provides adequate troubleshooting information and access so that Odoo SA can
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.
.. _disclaimers:
7.2 Disclaimers
---------------
.. no other warranties than explicitly provided
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.
.. _liability:
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 the total amount paid by the
Customer under this Agreement during the 6 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.
.. _force_majeure:
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 is caused by 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.
.. _general_provisions:
8 General Provisions
====================
.. _governing_law:
8.1 Governing Law
-----------------
Both parties agree that the laws of Belgium will apply, should any dispute arise out of or
in connection with this Agreement, without regard to choice or conflict of law principles.
To the extent that any lawsuit or court proceeding is permitted hereinabove, both
parties agree to submit to the sole jurisdiction of the Nivelles (Belgium) court for the purpose of
litigating all disputes.
.. _severability:
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.
.. _appendix_a:
9 Appendix A: Odoo Enterprise Edition License
=============================================
.. only:: latex
Odoo 9 Enterprise Edition is licensed under the Odoo Enterprise Edition License v1.0,
defined as follows:
.. include:: ../licenses/enterprise_license.txt
:literal:
.. only:: html
See :ref:`odoo_enterprise_license`.
.. FIXME: move this is to appendix or somewhere else?
.. only:: disabled
Agreement Registration
======================
Customer contact information
----------------------------
Company name:
Company address:
VAT number (if applicable):
Contact name:
Email:
Phone:
Technical contact information (can be an Odoo partner):
-------------------------------------------------------
Company name:
Contact name:
Email:
Phone:
By signing this Agreement I confirm I am a legal representative of Customer as stated in the
resent section and approve all provisions and conditions of the present Agreement:
For and on behalf of (company name):
Last name, first name:
Title:
Date:
Signature:

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.. toctree::
:maxdepth: 4
:numbered:
enterprise

5
legal/terms/online.rst Normal file
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==============================
Odoo Online Terms & Conditions
==============================

233
legal/terms/partnership.rst Normal file
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.. _partnership_agreement:
==========================
Odoo Partnership Agreement
==========================
.. raw:: latex
\clearpage
.. note:: Version 5 - Last revision: March 02, 2016.
BETWEEN:
ODOO SA registered at the Trade and Companies Register of Nivelles under number RCN 95656,
having its registered office at Chaussée de Namur, 40 - 1367 Grand-Rosière, Belgium.
AND
________________________________, a company having its registered office
at _____________________
(Hereinafter referred to as “PARTNER”)
1 Purpose
=========
The purpose of this agreement is to set forth the conditions under which ODOO provides services to
PARTNER, and access to Odoo Enterprise Edition software, and PARTNER complies with the
obligations set out hereafter.
ODOO hereby appoints PARTNER, and PARTNER hereby accepts appointment, to be a non-exclusive partner
promoting and selling the Odoo Enterprise Subscriptions to clients.
PARTNER commits to do its best effort to sell Odoo Enterprise Subscriptions to its clients.
To support that, PARTNER will market in priority the Odoo Enterprise Edition version to prospects
and clients. PARTNER still has the option to sell services on other versions of the software,
like "Odoo Community Edition", should it be needed.
2 Term of the Agreement
=======================
The duration of this Agreement (the “Term”) shall be one year beginning on the date of the signature.
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 by registered mail to the other party.
3 Access to Odoo Enterprise Edition
===================================
3.1 Project platform access
---------------------------
To help PARTNER promoting Odoo Enterprise, ODOO grants access to its Github code repository to PARTNER for all Enterprise Edition modules, under the terms set forth in Exhibit A and the conditions restricted under this agreement.
This access will be granted as of the signature of this agreement and be revoked should the partnership contract be revoked.
3.2 Restrictions
----------------
PARTNER commits to keep confidentiality of the source code of Odoo Enterprise edition modules licensed under restricted rights (labelled as Enterprise Edition) within its staff. The access to clients is governed by the Odoo Enterprise Contract (version 4.0 and above). PARTNER agrees to NOT redistribute this code to 3rd parties without the explicit agreement of ODOO.
Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the Odoo Enterprise edition code that is required to verify the validity of usage of Odoo Enterprise edition, collects statistics that are needed for that purpose and enforce the payment of the subscription.
4 Partnership Services
======================
4.1 Partnership levels
----------------------
The ODOO partner program consists of three partnership levels; Ready, Silver and Gold with specific requirements and benefits for each level.
Partnership level granted to PARTNER depends on the annual new Odoo Enterprise revenues generated for ODOO. Renewals of existing contracts does not account for the partnership level, but the partner still get his commission on these contracts as stated in 5.2
The table below summarizes the requirement for each partnership level.
Ready
Silver
Gold
Annual New Net Odoo Enterprise Revenues
1.000 €
12.000 €
25.000 €
The level of partnerships will be reviewed quarterly by ODOO based on Odoo Enterprise contracts sold by partners, over the preceeding 12 months.
Partners may be upgraded automatically to a higher level once they reach the requirements for a higher level. Silver and Gold partners which are not complying with their partnerships requirements will be assigned to a lower level of partnership if they have not met their requirement at the end of the annual period.
For new partners, the initial partner level is granted for one year.
4.2 Benefits
------------
The details of the benefits for each level of partnership are described in the table below:
Ready
Silver
Gold
Recognition
Visibility on odoo.com
Ready Partner
Silver Partner
Gold Partner
Rights to use the Odoo trademark
Ready logo
Silver logo
Gold logo
Learning benefits
Yearly upgrades seminars
Yes
Yes
Yes
Sales Training
Yes
Yes
Yes
Weekly functional training webinars
Yes
Yes
Yes
Software Benefits
Access to Odoo Enterprise source code
Yes
Yes
Yes
Sales benefits
Discount on all ODOO services
10%
15%
20%
Discount on ODOO Enterprise (Minimum 10 users per contract, applied then for all users).
10%
15%
20%
Access to an Account Manager
Yes
Yes
Yes
Marketing Benefits
Access to marketing materials
Yes
Yes
Yes
Partner EVENT ODOO Support & Promotion
No
Yes
Yes
4.3 Partner Recognition
-----------------------
ODOO will promote PARTNER as an official partner on its website (odoo.com) for agreed countries.
ODOO grants to PARTNER, on a non-exclusive basis, the right to use and reproduce only the ODOO Partners logo, and the Odoo name in connection with this Agreement.
Each Party undertakes to respect all the rights of the other Party in all the items referred to in the previous paragraph and, more particularly, each Party shall refrain from causing any analogy or creating any confusion between their respective company in the mind of the general public, for any reason whatsoever and by any means whatsoever.
4.4 Learning Benefits
---------------------
In order to train PARTNER, ODOO will organize online training sessions once a week. Sessions are organized into discovery and advanced topics. A session is usually 2 hours and cover an application of the Odoo Enterprise software: sales and CRM, inventory management, project management, eCommerce, human resources, manufacturing, advanced customizations, etc.
PARTNER can attend these training sessions at no additional cost and commit to attend at least 20 sessions per year.
ODOO will organize at least four sales training session per year of a duration of one week. Each sales training session is organized in one of the ODOO office. PARTNER can send any employee to these training session.
Once a new version of Odoo Enterprise is released, ODOO must organize upgrade training session for partners.
4.5 Commission on Odoo Services
--------------------------------
For every ODOO services directly purchased by a customer through PARTNER, PARTNER shall receive retribution as follows
For “ODOO Enterprise” contracts sold to CUSTOMER: ODOO will invoice directly the CUSTOMER based on final pricing agreed between ODOO, the PARTNER & the CUSTOMER. Then, PARTNER will invoice his commission to ODOO based on Odoo Enteprise price, net of possible rebates, and based on his current partnership level at the time of signature.
For Other Services; Partner invoice directly the CLIENT and ODOO will invoice the PARTNER directly commission included. (as a discount)
For “ODOO Enterprise” contracts; PARTNER get a commission as long as the PARTNER maintains a contractual relationship with the CUSTOMER.
5 Miscellaneous
================
5.1 Communications
------------------
No communications from either party to the other shall have any validity under this Agreement unless made in writing by or on behalf of PARTNER or ODOO, as the case may be, in accordance with the provisions of this Agreement.
Any notice whatsoever which either party hereto is required or authorised by this Agreement to give or make to the other shall be given or made either by post in a prepaid letter, or by hand delivery or facsimile transmission or E-mail.
5.2 BRAND IMAGE
---------------
Both Parties shall refrain from harming the brand image and reputation of the other Party, in any way whatsoever, in the performance of this Agreement. Non-compliance to this provision shall be a cause for termination of this Agreement.
5.3 Publicity
-------------
ODOO shall publish any press release, advertisement or other public announcement using the PARTNERs name or trademarks without its prior written consent. In particular, PARTNER accepts to be mentioned, and that its logo and trademark is used for this purpose only, in the list of the partners of ODOO.
5.4 No SOLICITING
------------------
Each party, its subsidiaries and any entity controlled indirectly agrees not to solicit, offer employment to, or use the services of any employee of the other party who is involved in performing the Services for the duration of the Agreement and for a period of twenty four (24) Months from the date of termination of this Agreement, except as expressly provided for in the Agreement or where the other party gives its consent in writing to this.
In case of any breach of the terms of this article, the defaulting Party shall pay an indemnity equivalent to 12 months of the gross salary of the employee sought or dismissed, or to at least a minimum of € 30,000.
5.5 Independent Contractor
---------------------------
The Parties are independent contractors, and this Agreement shall not be construed as constituting either Party as partner, joint venture or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other.
6 FEES AND CHARGES
====================
PARTNER shall pay the charges and the annual fee immediately upon receipt of the invoice sent by ODOO.The annual partnership fees is 2950€.
PARTNER shall automatically pay a late payment interest at the rate equivalent to the applicable interest rate of the principal instrument of re-financing of the European Central Bank increased by 7% per year, which shall accrue on a daily basis from the due date of payment; it not being necessary for such accrual that ODOO request or claims the unpaid amount in any manner whatsoever.
7 Termination
=============
In the event that either Party fails to fulfil one or more of its obligations arising hereunder, and if such breach has not been remedied within thirty (30) calendar days from the first presentation of a letter, sent by the injured Party by registered letter with advice of receipt, giving notice of the breaches, this Agreement may be terminated immediately as of right at the request of the injured Party, without prejudice to any damages that may be claimed from the defaulting Party.
On expiry or termination of this Agreement, PARTNER:
shall not use anymore the materials and/or the Odoo brand name or claim the existence of any partnership or link with ODOO,
shall during any notice period prior to such termination comply with its obligations.
shall not use Odoo Enterprise anymore, for development, test or production purpose
8 Liability AND Indemnities
===========================
Both Parties are bound by a best endeavours obligation hereunder.
To the maximum extent permitted by law, ODOOs liability for any and all claims, losses, damages or expenses from any cause whatsoever and howsoever arising under this Agreement will be limited to the direct damages proven, but will in no event exceed for all damage causing event or series of connected events causing damages the total amount for the charges paid by PARTNER in the course of the six (6) months immediately preceding the date of the event giving rise to such claim.
In no event will ODOO be liable for any indirect or consequential damages, including but not limited third parties or Customer claims, 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 the performance of its obligations.
PARTNER acknowledges that he has no expectation and has received no assurances that any investment made in execution of this Agreement and the ODOO Partners Program will be recovered or recouped or that he shall obtain any anticipated amount of profits by virtue of this Agreement.
Partner waives any commitment whatsoever on behalf of ODOO regarding the evolution of Software.
According to the terms of the Software license, ODOO will not be liable for any bug or for the quality and the performance of the Software, ODOOs commitment being limited to the correction of bugs as defined in this Agreement.
9 Governing Law and Jurisdiction
=================================
This Agreement will be governed by and construed in accordance with the laws of Belgium. All disputes arising in connection with the Agreement for which no amicable settlement can be found shall be finally settled by the Courts of Belgium in Nivelles.
For Odoo SA,
________________________________________
For _____________,
.. _appendix_a:
10 Appendix A: Odoo Enterprise Edition License
==============================================
.. only:: latex
.. include:: ../licenses/enterprise_license.txt
.. only:: html
See :ref:`odoo_enterprise_license`.

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.. toctree::
:maxdepth: 4
:numbered:
partnership