[IMP] legal: updated partnership contract for 2017
This commit is contained in:
Olivier Dony
parent
a53349e6e6
commit
f0c8945c08
@ -44,9 +44,10 @@ Terms and Conditions
|
||||
:target: odoo_partnership_agreement_v5.pdf
|
||||
|
||||
- :ref:`enterprise_agreement` |nbsp| |nbsp| |download_enterprise|
|
||||
|
||||
- :ref:`enterprise_agreement_fr` |nbsp| |nbsp| |download_enterprise_fr|
|
||||
|
||||
- :ref:`partnership_agreement` |nbsp| |nbsp| |download_partnership|
|
||||
|
||||
- :ref:`terms_of_sale` |nbsp| |nbsp| |download_terms_of_sale|
|
||||
- :ref:`terms_of_sale_fr` |nbsp| |nbsp| |download_terms_of_sale_fr|
|
||||
|
||||
@ -54,8 +55,6 @@ Terms and Conditions
|
||||
|
||||
- :ref:`odoo_sh_terms`
|
||||
|
||||
.. - :ref:`partnership_agreement` |nbsp| |nbsp| |download_partnership|
|
||||
|
||||
|
||||
|
||||
Other legal references
|
||||
|
||||
@ -1,34 +1,39 @@
|
||||
|
||||
.. _partnership_agreement:
|
||||
|
||||
============================================
|
||||
Odoo Partnership Agreement - Under Revision!
|
||||
============================================
|
||||
==========================
|
||||
Odoo Partnership Agreement
|
||||
==========================
|
||||
|
||||
.. note:: Version 5_work-in-progress - Last revision: March 02, 2016.
|
||||
.. note:: Version 6 - 2017-10-17
|
||||
|
||||
|
||||
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.
|
||||
Odoo S.A., 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 its affiliates (collectively referred to as "ODOO")
|
||||
|
||||
AND
|
||||
________________________________, a company having its registered office
|
||||
at _____________________
|
||||
(Hereinafter referred to as “PARTNER”)
|
||||
|
||||
ODOO and PARTNER are individually referred to as a "Party" and collectively referred to as
|
||||
"the Parties".
|
||||
|
||||
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
|
||||
PARTNER, access to the Odoo Enterprise Edition software, and under which 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,
|
||||
promoting and selling "Odoo Enterprise Edition" to customers.
|
||||
|
||||
PARTNER commits to do its best effort to sell Odoo Enterprise contracts to its clients.
|
||||
To support that, PARTNER will market in priority the "Odoo Enterprise Edition" version to prospects
|
||||
and customers. 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
|
||||
@ -43,13 +48,25 @@ termination minimum 30 days before the end of the Term to the other party.
|
||||
|
||||
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.
|
||||
To help PARTNER promote Odoo Enterprise Edition, ODOO grants access to its project code repository
|
||||
to PARTNER for all "Odoo Enterprise Edition" Apps, under the terms set forth in :ref:`appendix_p_a`
|
||||
and the conditions restricted under this Agreement.
|
||||
This access will be granted as of the signature of this agreement and be revoked when this agreement
|
||||
is terminated.
|
||||
|
||||
|
||||
.. _restrictions:
|
||||
|
||||
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.
|
||||
PARTNER commits to keep confidentiality of the source code of Odoo Enterprise Edition Apps
|
||||
within its staff. Access to the source code of Odoo Enterprise Edition for customers is
|
||||
governed by the Odoo Enterprise Subscription Agreement (version 4.0 and above).
|
||||
PARTNER agrees to NOT redistribute this code to third parties without the written permission 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 and to collect statistics that are needed for that purpose.
|
||||
|
||||
|
||||
4 Partnership Services
|
||||
@ -57,99 +74,133 @@ Notwithstanding the above, PARTNER commits to wholly preserve the integrity of t
|
||||
|
||||
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.
|
||||
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 revenue generated
|
||||
for ODOO. Renewals of existing contracts do not account for the partnership level, but PARTNER
|
||||
still gets a commission on these contracts as stated in section :ref:`benefits`.
|
||||
|
||||
Ready
|
||||
Silver
|
||||
Gold
|
||||
Annual New Net Odoo Enterprise Revenues
|
||||
1.000 €
|
||||
12.000 €
|
||||
25.000 €
|
||||
The table below summarizes the requirements for each partnership level.
|
||||
|
||||
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.
|
||||
+--------------------------------------------+----------+----------+----------+
|
||||
| | Ready | Silver | Gold |
|
||||
+============================================+==========+==========+==========+
|
||||
| Annual New Net Odoo Enterprise Users Sold | 0 | 50 | 100 |
|
||||
+--------------------------------------------+----------+----------+----------+
|
||||
| Certified Active Internal Resources | 1 | 2 | 4 |
|
||||
+--------------------------------------------+----------+----------+----------+
|
||||
| Minimum retention rate | n/a | 85% | 85% |
|
||||
+--------------------------------------------+----------+----------+----------+
|
||||
|
||||
Certifications are personal, so when a certified staff member leaves the company,
|
||||
PARTNER must notify ODOO in order to update the number of certified resources active
|
||||
for the partnership contract.
|
||||
|
||||
The level of partnerships will be reviewed quarterly by ODOO based on new Odoo Enterprise contracts
|
||||
sold by PARTNER over the previous 12 months.
|
||||
|
||||
Partners may be upgraded automatically to a higher level once they reach the requirements for that
|
||||
higher partnership level. Silver and Gold partners that are not meeting their partnerships
|
||||
requirements at the end of annual period may be assigned to a lower partnership level.
|
||||
|
||||
.. _benefits:
|
||||
|
||||
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 "Odoo" trademark | Ready logo | Silver logo | Gold Logo |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| **Training benefits** | | | |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Yearly upgrade seminars | Yes | Yes | Yes |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Sales Coaching | Yes | Yes | Yes |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Access to E-Learning Platform and | Yes | Yes | Yes |
|
||||
| | | | |
|
||||
| Odoo Knowledge Base | | | |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| **Software benefits** | | | |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Access to Odoo Enterprise source code | Yes | Yes | Yes |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| **Sales benefits** | | | |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Commission on Odoo SH platform [#f1]_ | 100% | 100% | 100% |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Commission on Odoo Enterprise | 10% | 15% | 20% |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Access to dedicated Account Manager | Yes | Yes | Yes |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| **Marketing benefits** | | | |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| Access to marketing material | Yes | Yes | Yes |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
| PARTNER Event - ODOO support & | Yes | Yes | Yes |
|
||||
| Promotion | | | |
|
||||
+---------------------------------------+-----------------+------------------+----------------+
|
||||
|
||||
.. [#f1] The 100% commission rate on Odoo SH Platform is granted for all Odoo Enterprise
|
||||
subscriptions signed during the first year of partnership, as long as those subscription
|
||||
are renewed. After the first year, PARTNER gets the normal Odoo Enterprise commission,
|
||||
according to the partnership level.
|
||||
|
||||
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 Partner’s 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.
|
||||
ODOO will promote PARTNER as an official partner on the official website (odoo.com).
|
||||
|
||||
4.4 Learning Benefits
|
||||
ODOO grants PARTNER, on a non-exclusive basis, the right to use and reproduce the ODOO Partner logo
|
||||
of the corresponding partnership level, and the "Odoo" name in relation with this partnership
|
||||
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 Training 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.
|
||||
PARTNER has access to the ODOO knowledge base as soon as PARTNER for the duration of this Agreement.
|
||||
The ODOO knowledge base is an online e-platform containing a set of commercial, marketing
|
||||
and function documents, to help PARTNER acquire and leverage Odoo knowledge, grow its business,
|
||||
attract more customers, and build brand awareness.
|
||||
|
||||
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.
|
||||
PARTNER also receives free access to the ODOO E-Learning platform (for unlimited users).
|
||||
The ODOO E-Learning platform provides a set of high quality online video courses and tutorials
|
||||
about official Odoo Apps.
|
||||
|
||||
PARTNER will have access to commercial coaching provided by their dedicated Account Manager, as
|
||||
appointed by ODOO.
|
||||
|
||||
PARTNER also has the option to purchase specific technical training by subscribing to an Odoo
|
||||
Success Pack, for an extra fee.
|
||||
|
||||
|
||||
|
||||
4.5 Commission on Odoo Services sold by PARTNER
|
||||
------------------------------------------------
|
||||
For ODOO services directly purchased by a customer through PARTNER, PARTNER shall receive
|
||||
retribution as follows:
|
||||
|
||||
- For “Odoo Enterprise” and "Odoo SH" subscriptions sold via PARTNER; ODOO will invoice directly
|
||||
the customer based on final pricing agreed between ODOO, PARTNER, and the customer. Then, PARTNER
|
||||
will invoice his commission to ODOO based on the Odoo Enteprise Edition price, net of possible
|
||||
rebates, and based on PARTNER's current partnership level at the time of signature of the sale.
|
||||
- For “Odoo Enterprise” subscription renewals; PARTNER receives a commission for each renewal of
|
||||
a subscription sold via PARTNER, as long as PARTNER maintains a contractual relationship with the
|
||||
corresponding customer.
|
||||
- For other services; PARTNER invoices directly the customer, and ODOO will invoice PARTNER
|
||||
directly, commission included (as a discount).
|
||||
|
||||
|
||||
5 Miscellaneous
|
||||
@ -157,53 +208,116 @@ For “ODOO Enterprise” contracts; PARTNER get a commission as long as the PAR
|
||||
|
||||
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.
|
||||
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 via registered mail.
|
||||
|
||||
5.2 BRAND IMAGE
|
||||
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.
|
||||
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 PARTNER’s 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.
|
||||
PARTNER grants ODOO the nonexclusive right to use PARTNER's name or trademarks in press releases,
|
||||
advertisements or other public announcements.
|
||||
In particular, PARTNER accepts to be mentioned, and that PARTNER's logo and trademark may used for
|
||||
this purpose only, in the official list of the ODOO partners.
|
||||
|
||||
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.
|
||||
.. _no_soliciting:
|
||||
|
||||
5.5 Independent Contractor
|
||||
5.4 No Soliciting or Hiring
|
||||
---------------------------
|
||||
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.
|
||||
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 24 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).
|
||||
|
||||
|
||||
5.5 Independent Contractors
|
||||
----------------------------
|
||||
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
|
||||
======
|
||||
PARTNER agrees to pay either the Partnership Entry fee or the Partnership Annual Renewal fee
|
||||
immediately upon receipt of the annual invoice sent by ODOO.
|
||||
The fees will be specified in writing at the time of signature of this agreement.
|
||||
|
||||
PARTNER acknowledges that the abovementioned partnership fees are not refundable.
|
||||
|
||||
The "Partnership Entry" fee shall be paid before the activation of this Agreement, and applies
|
||||
for new partners only.
|
||||
|
||||
The "Annual Partnership Renewal" fee shall be paid every year when the Term of this Agreement is
|
||||
renewed.
|
||||
|
||||
If, for any reason, PARTNER decides to terminate this agreement, and later applies to renew it,
|
||||
the "Annual Partnership Renewal" fee will be applicable.
|
||||
|
||||
|
||||
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.
|
||||
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.
|
||||
|
||||
Surviving Provisions:
|
||||
The sections ":ref:`restrictions`”, “:ref:`p_liability`”, and “:ref:`gov_law`” will survive
|
||||
any termination or expiration of this Agreement.
|
||||
|
||||
7.1 Consequence of termination
|
||||
------------------------------
|
||||
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
|
||||
- shall not use anymore the materials and/or the Odoo brand name or claim the existence of any
|
||||
partnership or relationship with ODOO ;
|
||||
- shall comply with its obligations during any notice period prior to such termination ;
|
||||
- may not use Odoo Enterprise anymore, for development, test or production purpose
|
||||
|
||||
8 Liability AND Indemnities
|
||||
.. _p_liability:
|
||||
|
||||
8 Liability and Indemnities
|
||||
===========================
|
||||
Both Parties are bound by a best endeavours obligation hereunder.
|
||||
To the maximum extent permitted by law, ODOO’s 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, ODOO’s commitment being limited to the correction of bugs as defined in this Agreement.
|
||||
To the maximum extent permitted by law, ODOO’s 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 fees 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 Partnership 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.
|
||||
|
||||
.. _gov_law:
|
||||
|
||||
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.
|
||||
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,
|
||||
|
||||
|
||||
Loading…
Reference in New Issue
Block a user