CONDITIONS GENERALES DE VENTE

TERMS OF SERVICE & HOSTING AGREEMENT

Provider: New Software Innovations Canada

Headquarters: Yellowknife, Northwest Territories

Date: Effective upon commencement of service

PREAMBLE: ACCEPTANCE OF TERMS

By subscribing to the services, paying the initial invoice, or using the hosting services provided by New Software Innovations Canada (hereinafter referred to as the "Provider"), the entity or individual purchasing the service (hereinafter referred to as the "Client") agrees to be bound by the terms and conditions set forth in this Agreement.

1. Purpose and Scope

The Provider agrees to provide managed hosting services, server maintenance, and support for the Odoo Community Edition software to the Client. This agreement outlines the responsibilities of both parties, service availability, and data protection policies.

2. Nature of the Software

2.1 License: The Client acknowledges that the software provided is Odoo Community Edition, which is open-source software licensed under the GNU LGPLv3.

2.2 Ownership: The Client does not pay license fees for the core Odoo Community Edition software. The fees outlined in this agreement are strictly for hosting, maintenance, configuration, and support services provided by the Provider.

2.3 Freedom: Under the LGPLv3, the Client retains the right to access the source code and migrate their database to another provider at any time, provided all outstanding invoices are paid.

3. Services Provided

The Provider agrees to supply the following:

3.1 Hosting: Dedicated or shared containerized hosting (LXC) configured for optimal Odoo Community Edition performance.

3.2 Availability: The Provider targets a service uptime of 99.9% during business hours (MST).

3.3 Backups:

  • Daily: Automated off-site backups of the PostgreSQL database and FileStore.
  • Retention: Backups are retained for a rolling period covering the last 48 hours and weekly archives for the last 30 days.

3.4 Updates:

Regular application of security patches for the server OS (Ubuntu) and Odoo Community Edition dependencies.

Note: Major Odoo Community Edition version migrations (e.g., v17 to v19) are treated as separate projects and are not included in the standard monthly fee.

3.5 Restoration Services:

  • System Failure: In the event of a hardware failure or data corruption caused by the Provider’s infrastructure, restoration of data from the most recent backup will be performed at no additional cost.
  • Client Error: If a restoration is requested due to Client error (e.g., accidental deletion of data, user-inflicted corruption), the Provider will charge a flat restoration fee. The Client acknowledges that restoration will revert the database to a previous point in time, and any data entered after that backup point will be lost.

3.6 Scope of Technical Support:

  • Included Support: Covers server accessibility, database connectivity, backup verification, system crashes, and standard module installation errors.
  • Excluded (Billable) Support: "How-to" questions regarding Odoo functionality (e.g., "How do I close a fiscal year?", "Why is my inventory wrong?"), staff training, and configuration of specific accounting or logic rules. These services are available at the Provider’s standard hourly rate.

3.7 Support Hours and Response Times:

  • Business Hours: Support is provided Monday to Friday, 9:00 AM to 5:00 PM Mountain Standard Time (MST), excluding statutory holidays in the Northwest Territories.
  • Critical Response (System Down): Within 4 hours.
  • Non-Critical Response (General Inquiries): Within 1 business day.

3.8 Software Limitations:

The Client acknowledges they are purchasing hosting for Odoo Community Edition. The Client understands that certain features advertised by Odoo S.A. for the "Enterprise Edition" (including but not limited to Odoo Studio, Mobile App, Accounting Bank Feeds, and certain proprietary modules) are not included in this service.

3.9 Exclusions (Custom Development)

The Monthly/Annual Fees outlined in this Agreement cover the hosting, server maintenance, and standard availability of the Odoo software. This Agreement does not include:

  • Development of custom Odoo Community Edition modules.
  • Modification of existing Odoo Community Edition source code (Python/XML/JS).
  • Creation of custom reports or complex automated actions.

Any request for custom development or functional modification will be treated as a separate project. Such work will be defined in a separate Statement of Work (SOW) or Quote, subject to separate pricing and acceptance terms.

4. Client Responsibilities

4.1 Accounts: The Client is responsible for maintaining the confidentiality of their passwords and user accounts.

4.2 Usage: The Client agrees not to use the service for any illegal activities or to transmit malicious code.

4.3 Customization: The Client agrees to notify the Provider before installing any third-party modules, as these may affect server stability or upgradeability.

5. Data Ownership and Confidentiality

5.1 Data Ownership: All data entered into the Odoo Community Edition instance by the Client remains the sole and exclusive property of the Client.

5.2 Confidentiality: The Provider agrees to treat all Client data as confidential and will not share, sell, or disclose data to third parties unless required by law.

5.3 Location: Data will be hosted on servers located in Canada, complying with Canadian data sovereignty requirements.

6. Fees and Payment Terms

6.1 Service Fees: The Client agrees to pay the fees specified in the Subscription Plan or Invoice associated with their account.

6.2 Payment Terms: Invoices are sent on the 1st of the month and are due within 30 days.

6.3 Suspension: The Provider reserves the right to suspend access to the service if invoices remain unpaid for more than 89 days past the due date.

7. Termination

7.1 Notice: Either party may terminate this agreement with 30 days written notice.

7.2 Data Export: Upon termination, the Provider agrees to provide the Client with a full export of their PostgreSQL database and File Store within 30 business days, provided the Client's account is in good standing.

8. Limitation of Liability

8.1 Service Provided "As Is": While the Provider takes all reasonable measures to ensure stability and security, the Odoo Community Edition software is provided "as is" without warranty of any kind.

8.2 Liability Cap: The Provider’s total liability for any claim arising out of this agreement shall not exceed the total amount paid by the Client to the Provider in the three (3) months preceding the claim.

8.3 Indirect Damages: The Provider is not liable for lost profits, business interruption, or data loss caused by force majeure events or unforeseen software bugs inherent to the open-source code.

9. Cyber Security and Data Integrity

9.1 Reasonable Measures: The Provider agrees to implement and maintain industry-standard security measures, including but not limited to firewalls, regular security patches, and encrypted backups, to protect the Client’s data.

9.2 No Guarantee of Immunity: The Client acknowledges that no server or software is 100% immune to cyber threats. The Provider shall not be held liable for any data loss, data corruption, or business interruption resulting from acts of hacking, ransomware, distributed denial of service (DDoS) attacks, zero-day exploits, or other malicious unauthorized access, provided that the Provider has maintained the "Reasonable Measures" outlined in section 9.1.

9.3 Client Security Hygiene: The Provider is not responsible for security breaches caused by the Client’s negligence, such as weak passwords, sharing of credentials, or compromised Client devices.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Northwest Territories and the federal laws of Canada applicable therein.

Terms and Conditions: Managed Odoo Server & Bookkeeping Services

1. Scope of Service

The Company provides a managed Odoo Server environment. Included in qualifying plans is a complimentary Bookkeeping Service ("The Service") performed by our team.

  • Frequency: Data entry and reconciliation are performed once weekly.
  • Reporting: The Company will provide three (3) formal financial reports per month. However, the Client maintains 24/7 access to real-time financial data via their hosted Odoo instance.

2. Eligibility & Term

  • Hosting Requirement: The one-year cost bookkeeping is strictly contingent upon the Client maintaining an active, paid Odoo-CE hosting plan provided by the Company.
  • Duration: The "One Year" period aligns with the Client's Fiscal Year.
  • Commencement: The service may begin at the start of any fiscal year designated by the Client. If the service starts mid-year, the cost period will apply to the remaining months of the current fiscal year and the beginning of the next, totaling 12 consecutive months.

3. Client Responsibilities & Data Submission

To maintain the accuracy of the books, the Client agrees to the following:

  • Expense Submission: All supplier invoices and receipts must be submitted via the designated Company email address. Files must be in PDF or high-resolution image format and include a brief description of the business purpose if not self-evident.
  • System Integrity: The Client must process all revenue transactions (Sales Orders, Point of Sale, or Invoicing) directly through the provided Odoo server to ensure data synchronization.
  • Banking Data: The Client is required to provide monthly bank statements/transaction logs in a pre-approved format (CSV, OFX, or QBO).
  • Read-Only Access: At the Company’s request, the Client may provide "Read-Only" API or portal access to banking institutions to facilitate automated reconciliation.

4. Automated Notifications

The Odoo server is configured to automate accounts receivable. The system will automatically:

  1. Generate and dispatch outgoing invoices to the Client's customers.
  2. Send automated payment reminders for overdue balances based on the terms set within the system.

5. Limitation of Liability

While the Company strives for 100% accuracy, the Client retains final responsibility for the legal and tax integrity of their financial records. The Company is not responsible for penalties resulting from missing data or late submissions by the Client.