Article 1 - Term of the Agreement:
The duration of this Agreement (the “Term”) shall be specified in writing on the conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term unless either party provides a written notice of termination a minimum of 30 days before the end of the Term to the other party.
Article 2 - Definitions:
User:
Any user account indicated as active in the software, with the creation and/or edition mode access. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the software through the portal facilities (known as “portal Users”) are not counted as Users.
Bug:
It is considered a Bug any failure of the software or a Covered Extra Module that results in a complete stop, error traceback, or security breach and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs (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).
Article 3 - Access to the Software
The Customer can use the software hosted on the Cloud Platform or choose the Self-Hosting option. The Cloud Platform is hosted and fully managed by The Simplicity Corp and accessed remotely by the Customer. With the Self-Hosting option, the Customer instead hosts the software on computer systems of their choice that are not under the control of The Simplicity Corp.
The Simplicity Corp commits not to disclose individual or named figures to third parties without the Customer's consent.
Upon expiration or termination of this Agreement, the access to the cloud platform is revoked immediately, and the Customer agrees to stop using the Odoo software and the Cloud Platform.
Article 4 - Services
4.1 Bug Fixing Service:
For the duration of this Agreement, The Simplicity Corp commits to making all reasonable efforts to remedy any Bug in the Software submitted by the Customer. As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.
4.2 Security Updates Service
Self-Hosting:
For the duration of this Agreement, The Simplicity Corp commits to sending a “Security Advisory” to the Customer for any security Bug that is discovered in the Covered Versions of the Software. 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 as Confidential Information.
Cloud Platform:
The Simplicity Corp commits to apply the security remedies for any security Bug discovered in a version of the software hosted on the Cloud Platform, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.
4.3 Cloud Hosting Services
For the duration of this Agreement, The Simplicity Corp commits to providing at least the following services:
- Hosting in Tier-III data centers or equivalent, with 99.9% network uptime
- Grade A SSL (HTTPS) Encryption of communication
- Fully automated, verified backups
4.4 Support Services
Scope
For the duration of this Agreement, the Customer may open an unlimited number of support tickets, exclusively for questions regarding Bugs or guidance of the software.
Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of The Simplicity Corp.
Availability
Tickets can be submitted via the web form, live chats, or phone numbers.
Article 5 Charges and Fees
5.1 Renewal charges
Upon renewal, as covered in section 1 Term of the Agreement, if the charges applied during the previous Terms are lower than the most current applicable list price, these charges will increase up to 10%.
5.2 Taxes
All fees and charges are exclusive of all applicable federal, provincial, state, local, or other governmental taxes, fees, or charges (collectively, “Taxes”)
Article 6 Conditions of Services
6.1 Customer Obligations
The Customer agrees to:
- Pay The Simplicity Corp any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract ;
- Appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
- Provide written notice to The Simplicity Corp 30 days before changing their main point of contact to work with The Simplicity Corp
When the Customer chooses to use the Cloud Platform, the Customer further agrees to:
- Take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
- Make reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities.
When the Customer chooses the Self-Hosting option, the Customer further agrees to:
- Take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, acknowledging that The Simplicity Corp cannot be held liable for any data loss;
- Grant The Simplicity Corp the necessary access to verify the validity of the Odoo Software usage upon request
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 the other party an amount of EUR (€) 20 000.00 (twenty thousand euros).
6.3 Publicity
Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty-free, worldwide license to reproduce and display the other party’s name, logos, and trademarks, solely to refer to the other party as a customer or supplier, on websites, press releases, and other marketing materials.
6.4 Confidentiality
Definition of “Confidential Information”:
All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular, any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers, and suppliers of either party should be regarded as confidential.
For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
6.5 Subprocessors
The Customer acknowledges and agrees that to provide the Services, The Simplicity Corp may use third-party service providers (Subprocessors) to process Personal Data. The Simplicity Corp commits to only use Subprocessors in compliance with Data Protection Legislation. This use will be covered by a contract between The Simplicity Corp and the Subprocessor that provides guarantees to that effect.
6.6 Termination
If 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, The Simplicity Corp may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after a minimum of 3 reminders.
6.7 Reversibility.
In the event of discontinuation of the contractual relationship, for any reason whatsoever, the Simplicity Corp shall return, free of charge and at first request by recorded delivery letter with acknowledgment of receipt and within twenty (20) business days with effect from the date of receipt of this request, all Data and custom Development belonging to it in a standard method that can be easily read in an equivalent environment. The Simplicity Corp shall conserve the Client's data for thirty (30) days after the discontinuation of the contractual relationship, regardless of the cause. After this, failing a request from the Client by recorded delivery letter with acknowledgment of receipt, the Client's data may be destroyed without notice. Upon request and by way of an additional invoice, the Simplicity Corp can carry out additional technical assistance services for the Client and/or third parties appointed by it, within the framework of reversibility. These assistance services shall be billed at the Simplicity Corp's price at the time of reversibility notification.
Article 7 Warranties, Disclaimers, Liability
7.1 Warranties
For the duration of this Agreement, The Simplicity Corp commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:
The Customer’s computing systems are in good operational order and, for Self-Hosting, the software is installed in a suitable operating environment;
The Customer provides adequate troubleshooting information and, for Self-Hosting, any access that The Simplicity Corp may need to identify, reproduce and address problems;
All amounts due to The Simplicity Corp have been paid.
The Customer’s sole and exclusive remedy and The Simplicity Corp’s only obligation for any breach of this warranty is for The Simplicity Corp to resume the execution of the Services at no additional charge.
7.2 Disclaimers
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law.
The Simplicity Corp does not warrant that the software complies with any local or international law or regulations.
7.3 Limitation of Liability
In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental, or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.
7.4 Force Majeure
Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
Article 8 General Provisions
8.1 Governing Law
The rights and obligations of the parties hereto shall be governed by, and this Agreement shall be construed in accordance with the law of the People's Republic of China.
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 with a valid provision having the same effects and objectives.
Surviving Provisions:
The sections “6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement
By signing this contract, the Client agrees to all terms, conditions, and covenants contained herein. The Parties acknowledge that this is a legally binding contract and the Parties fully recognize that they each have accepted this contract of their own free will.