5f20e2638a
- Pricing can be per User and per App now
- Extra 50% fee for older version is not systematically applied
Backport of 54a7c4b
485 lines
21 KiB
ReStructuredText
485 lines
21 KiB
ReStructuredText
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.. _enterprise_agreement:
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======================================
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Odoo Enterprise Subscription Agreement
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======================================
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.. note:: Version 6 - Last revision: October 3, 2017.
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.. v6: add "App" definition + update pricing per-App
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By subscribing to the Odoo Enterprise services (the "Services") provided by Odoo SA and its
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affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or
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Odoo Community Edition (the "Software"), you (the "Customer") are agreeing to be bound by the
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following terms and conditions (the "Agreement").
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.. _term:
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1 Term of the Agreement
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=======================
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The duration of this Agreement (the “Term”) shall be minimally one year and as specified in writing
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at the signature of this Agreement, beginning on the date of the signature.
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It is automatically renewed for an equal Term, unless either party provides a written notice of
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termination minimum 30 days before the end of the Term by registered mail to the other party.
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.. _definitions:
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2 Definitions
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=============
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User
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Any active user account with access to the Software in creation and/or edition mode.
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Deactivated user accounts and accounts used by external people (or systems) who only have
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limited access to the Software through the portal facilities (known as "portal Users") are not
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counted as Users.
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App
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An "App" is a specialized group of features available for installation in the Software,
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and listed in the public Pricing section of `Odoo SA's website <https://www.odoo.com>`_ at the
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signature of this Agreement.
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Bug
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Is considered a Bug any failure of the Software that results in a complete stop, error
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traceback or security breach, and is not directly caused by a defective installation or
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configuration. Non-compliance with specifications or requirements will be considered as Bugs at
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the discretion of Odoo SA (typically, when the Software does not produce the results or
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performance it was designed to produce, or when a country-specific feature does not meet legal
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accounting requirements anymore).
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Covered Versions
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All Services provided under this Agreement are applicable only to the Covered Versions of
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the Software, which include the 3 (three) most recently released major versions.
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To be covered by the current Agreement, Customer’s installations have to run the most recent
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Covered Version at the time of this Agreement’s signature. When this is not the case,
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additional costs are applicable, as described in :ref:`charges`.
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.. _enterprise_access:
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3 Access to Odoo Enterprise Edition
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===================================
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For the duration of this Agreement, Odoo SA gives the Customer a non-exclusive, non-transferable
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license to use (execute, modify, execute after modification) the Odoo Enterprise Edition software,
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under the terms set forth in :ref:`appendix_a`.
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The Customer agrees to take all necessary measures to guarantee the unmodified execution of
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the part of the Software that verifies the validity of the Odoo Enterprise Edition usage and
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collects statistics for that purpose, including but not limited to the running of an instance and
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the number of Users.
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Odoo SA commits not to disclose individual or named figures to third parties without the consent
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of the Customer, and to deal with all collected data in compliance with its official Privacy
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Policy, as published on `Odoo SA's website <https://www.odoo.com>`_.
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Upon expiration or termination of this Agreement, this license is revoked immediately and the
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Customer agrees to stop using the Odoo Enterprise Edition software.
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Should the Customer breach the terms of this section, the Customer agrees to pay Odoo SA an extra
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fee equal to 300% of the applicable list price for the actual number of Users.
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.. _services:
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4 Included Services
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===================
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4.1 Bug Fixing Service
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----------------------
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For the duration of this Agreement, Odoo SA commits to making all reasonable efforts to remedy any
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Bug of the Software submitted by the Customer through the appropriate channel (typically, Odoo SA's
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service desk email address or website form), and to start handling such Customer submissions
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within 2 business days.
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The Customer understands that Bugs caused by a modification or extension that is not part of the
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official Software will not be covered by this service.
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As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.
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If the bug has been addressed in a more recent revision of the Covered Version of the
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Software used by the Customer, the Customer agrees to update its systems to that revision in order
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to obtain the correction. The Customer will not be asked to upgrade to a more recent Covered
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Version of the Software as a remedy to a Bug.
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When a Bug is fixed in any Covered Version, Odoo SA commits to fixing the Bug in all more recent
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Covered Versions of the Software.
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Both parties acknowledge that as specified in the license of the Software and in the :ref:`liability`
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section of this Agreement, Odoo SA cannot be held liable for Bugs in the Software.
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4.2 Security Advisories Service
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-------------------------------
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For the duration of this Agreement, Odoo SA commits to sending a "Security Advisory" to the Customer
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for any security Bug that are discovered in the Covered Versions of the Software, at least 2 weeks
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before making the Security Advisory public, unless the Bug has already been disclosed publicly by a
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third party.
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Security Advisories include a complete description of the Bug, its cause, its possible impacts
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on the Customer's systems, and the corresponding remedy for each Covered Version.
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The Customer understands that the Bug and the information in the Security Advisory must be treated
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as Confidential Information as described in :ref:`confidentiality` during the embargo period prior to
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the public disclosure.
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.. _upgrade:
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4.3 Upgrade Services
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--------------------
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.. _upgrade_odoo:
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Upgrade Service for the Software
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++++++++++++++++++++++++++++++++
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For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate
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channel (typically Odoo SA's upgrade service website), in order to convert a database of the Software
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from one Covered Version of the Software to a more recent Covered Version (the "Target Version").
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Upgrade requests must include a complete backup copy of the Customer's database and the
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associated data (typically obtained from the Backup menu of the Software). Where necessary for data
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security or regulation reasons, the Upgrade Service includes an optional tool to anonymize
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identifiable data inside a database before submitting the upgrade request, and a tool to restore
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the anonymized data after the upgrade.
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This service provided through an automated platform in order to allow the Customer to perform
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unattended upgrades once a previous version of the Customer's database has been successfully
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upgraded for a Covered Version.
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The Customer may submit successive upgrade requests for a database, and agrees to submit at least
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1 upgrade request for testing purposes before submitting the final upgrade request.
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The Upgrade Service is limited to the technical conversion and adaptation of the Customer's database
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to make it compatible with the Target Version, and the correction of any Bug directly caused by the
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upgrade operation and not normally occurring in the Target Version.
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It is the sole responsibility of the Customer to verify and validate the upgraded database in order
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to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version,
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and to convert and adapt for the Target Version any third-party extensions of the Software that
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were installed in the database before the upgrade (except where applicable as foreseen in section
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:ref:`upgrade_extra`).
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The Customer may submit multiple upgrade requests for a database, until an acceptable result is
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achieved.
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.. _upgrade_extra:
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Upgrade Service for third-party extensions
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++++++++++++++++++++++++++++++++++++++++++
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For the duration of this Agreement, the Customer may request optional upgrade services for
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third-party extension modules of the Software, in addition to the regular Upgrade Services.
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This optional service is subject to additional fees (as described in charges_) and includes the
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technical adaptation of third-party modules installed in the Customer's database and their
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corresponding data in order to be compatible with the Target Version. The Customer will receive an
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upgraded version of all installed third-party modules along with the upgraded database.
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.. _charges:
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5 Charges and Fees
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==================
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.. _charges_standard:
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5.1 Standard charges
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--------------------
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The standard charges for the Odoo Enterprise subscription, the Bug Fixing Service, Security Advisories
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Service and the Upgrade Service are based on the number of Users, the number of installed
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Apps, the Software version used by the Customer, and specified in writing at the signature of the Agreement.
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When during the Term, the Customer has more Users or more installed Apps than specified at the time
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of signature of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable
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list price (at the beginning of the Term) for the additional Users or Apps, for the remainder of the Term.
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If at the time of the signature of this Agreement, the Customer uses a Covered Version
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that is not the most recent one, the standard charges may be increased by 50% for the duration
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of the first Term, at the sole discretion of Odoo SA, to cover the extra maintenance costs.
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.. _charges_renewal:
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5.2 Renewal charges
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-------------------
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Upon renewal as covered in section :ref:`term`, if the per-User charges applied during the previous Term
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are lower than the most current applicable per-User list price, the per-User charges will increase
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by up to 7%, unless Odoo SA provides written notice of a new price to the Customer at least 60 days
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prior to the end of the Term.
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.. _charges_thirdparty:
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5.3 Charges for Upgrade Services of third-party modules
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-------------------------------------------------------
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.. FIXME: should we really fix the price in the contract?
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The additional charge for the Upgrade Service for third-party modules is EUR (€) 1000.00 (one
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thousand euros) per 1000 Lines of Code in the third-party modules, rounded up to the next thousand
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lines. Lines of Code include all text lines in the source code of those modules, regardless of the
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programming language (Python, Javascript, etc.) or data format (XML, CSV, etc.), excluding blank
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lines and comment lines.
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Odoo SA reserves the right to reject an upgrade request for third-party modules under the above
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conditions if the quality of the source code of those modules is too low, or if these modules
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constitute an interface with third-party software or systems. The upgrade of such modules will
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subject to a separate offer, outside of this Agreement.
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.. _taxes:
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5.4 Taxes
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---------
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.. FIXME : extra section, not sure we need it?
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All fees and charges are exclusive of all applicable federal, provincial, state, local or other
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governmental taxes, fees or charges (collectively, "Taxes"). The Customer is responsible for paying
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all Taxes associated with purchases made by the Customer under this Agreement, except when Odoo SA
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is legally obliged to pay or collect Taxes for which the Customer is responsible.
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.. _conditions:
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6 Conditions of Services
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========================
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6.1 Customer Obligations
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------------------------
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.. FIXME: removed the clause about
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The Customer agrees to:
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- pay Odoo SA any applicable charges for the Services of the present Agreement, in accordance with
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the payment conditions specified in the corresponding invoice ;
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- immediately notify Odoo SA when their actual number of Users or installed Apps exceeds the numbers
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specified at the signature of the Agreement, and in this event, pay the applicable additional fee
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as described in section :ref:`charges_standard`;
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- take all measures necessary to guarantee the unmodified execution of the part of the Software
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that verifies the validity of the Odoo Enterprise Edition usage, as described
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in :ref:`enterprise_access` ;
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- grant Odoo SA the necessary access to verify the validity of the Odoo Enterprise Edition usage
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upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
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- appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
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- take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s
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data is safe and secure, acknowledging that Odoo SA cannot be held liable for any data loss;
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.. _no_soliciting:
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6.2 No Soliciting or Hiring
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---------------------------
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Except where the other party gives its consent in writing, each party, its affiliates and
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representatives agree not to solicit or offer employment to any employee of the other party who is
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involved in performing or using the Services under this Agreement, for the duration of the Agreement
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and for a period of 12 months from the date of termination or expiration of this Agreement.
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In case of any breach of the conditions of this section that leads to the termination of said
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employee toward that end, the breaching party agrees to pay to the other party an amount of
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EUR (€) 30 000.00 (thirty thousand euros).
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.. _publicity:
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6.3 Publicity
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-------------
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Except where notified otherwise in writing, each party grants the other a non-transferable,
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non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name,
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logos and trademarks, solely for the purpose of referring to the other party as a customer or
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supplier, on websites, press releases and other marketing materials.
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.. _confidentiality:
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6.4 Confidentiality
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-------------------
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Definition of "Confidential Information":
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All information disclosed by a party (the "Disclosing Party") to the other party
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(the "Receiving Party"), whether orally or in writing, that is designated as confidential or
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that reasonably should be understood to be confidential given the nature of the information and
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the circumstances of disclosure. In particular any information related to the business,
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affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of
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either party should be regarded as confidential.
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For all Confidential Information received during the Term of this Agreement, the Receiving Party
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will use the same degree of care that it uses to protect the confidentiality of its own similar
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Confidential Information, but not less than reasonable care.
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The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
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compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of
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the compelled disclosure, to the extent permitted by law.
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.. _termination:
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6.5 Termination
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---------------
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In the event that either Party fails to fulfill any of its obligations arising herein, and if such
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breach has not been remedied within 30 calendar days from the written notice of such
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breach, this Agreement may be terminated immediately by the non-breaching Party.
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Further, Odoo SA may terminate the Agreement immediately in the event the Customer fails to pay
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the applicable fees for the Services within the due date specified on the corresponding invoice.
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Surviving Provisions:
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The sections ":ref:`confidentiality`”, “:ref:`disclaimers`”,
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“:ref:`liability`”, and “:ref:`general_provisions`” will survive any termination or expiration of
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this Agreement.
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.. _warranties_disclaimers:
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7 Warranties, Disclaimers, Liability
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====================================
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.. _warranties:
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7.1 Warranties
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--------------
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.. industry-standard warranties regarding our Services while Agreement in effect
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For the duration of this Agreement, Odoo SA commits to using commercially reasonable efforts to
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execute the Services in accordance with the generally accepted industry standards provided that:
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- the Customer’s computing systems are in good operational order and the Software is installed in a
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suitable operating environment;
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- the Customer provides adequate troubleshooting information and access so that Odoo SA can
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identify, reproduce and address problems;
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- all amounts due to Odoo SA have been paid.
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The Customer's sole and exclusive remedy and Odoo SA's only obligation for any breach of this warranty
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is for Odoo SA to resume the execution of the Services at no additional charge.
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.. _disclaimers:
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7.2 Disclaimers
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---------------
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.. no other warranties than explicitly provided
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Except as expressly provided herein, neither party makes any warranty of any kind, whether express,
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implied, statutory or otherwise, and each party specifically disclaims all implied warranties,
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including any implied warranty of merchantability, fitness for a particular purpose or
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non-infringement, to the maximum extent permitted by applicable law.
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Odoo SA does not warrant that the Software complies with any local or international law or regulations.
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.. _liability:
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7.3 Limitation of Liability
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---------------------------
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To the maximum extent permitted by law, the aggregate liability of each party together with its
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affiliates arising out of or related to this Agreement will not exceed 50% of the total amount
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paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event
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giving rise to such claim. Multiple claims shall not enlarge this limitation.
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In no event will either party or its affiliates be liable for any indirect, special, exemplary,
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incidental or consequential damages of any kind, including but not limited to loss of revenue,
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profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or
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corrupted data, arising out of or in connection with this Agreement regardless of the form of
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action, whether in contract, tort (including strict negligence) or any other legal or equitable
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theory, even if a party or its affiliates have been advised of the possibility of such damages,
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or if a party or its affiliates' remedy otherwise fails of its essential purpose.
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.. _force_majeure:
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7.4 Force Majeure
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-----------------
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Neither party shall be liable to the other party for the delay in any performance or failure to
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render any performance under this Agreement when such failure or delay is caused by governmental
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regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or
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product in whole or in part by any government or public authority, or any other cause or causes,
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whether of like or different nature, beyond the reasonable control of such party as long as such
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cause or causes exist.
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.. _general_provisions:
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8 General Provisions
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====================
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.. _governing_law:
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8.1 Governing Law
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-----------------
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Both parties agree that the laws of Belgium will apply, should any dispute arise out of or
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in connection with this Agreement, without regard to choice or conflict of law principles.
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To the extent that any lawsuit or court proceeding is permitted hereinabove, both
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parties agree to submit to the sole jurisdiction of the Nivelles (Belgium) court for the purpose of
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litigating all disputes.
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.. _severability:
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8.2 Severability
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----------------
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In case any one or more of the provisions of this Agreement or any application thereof shall be
|
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invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
|
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remaining provisions of this Agreement and any application thereof shall be in no way thereby
|
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affected or impaired. Both parties undertake to replace any invalid, illegal or
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unenforceable provision of this Agreement by a valid provision having the same effects and
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objectives.
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.. _appendix_a:
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9 Appendix A: Odoo Enterprise Edition License
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=============================================
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.. only:: latex
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Odoo 9 Enterprise Edition is licensed under the Odoo Enterprise Edition License v1.0,
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defined as follows:
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.. include:: ../licenses/enterprise_license.txt
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:literal:
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.. only:: html
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See :ref:`odoo_enterprise_license`.
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.. FIXME: move this is to appendix or somewhere else?
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.. only:: disabled
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|
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Agreement Registration
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======================
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Customer contact information
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----------------------------
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Company name:
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Company address:
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VAT number (if applicable):
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Contact name:
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Email:
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Phone:
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Technical contact information (can be an Odoo partner):
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-------------------------------------------------------
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Company name:
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Contact name:
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Email:
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Phone:
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By signing this Agreement I confirm I am a legal representative of Customer as stated in the
|
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resent section and approve all provisions and conditions of the present Agreement:
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For and on behalf of (company name):
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Last name, first name:
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Title:
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Date:
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Signature: |