General Terms and Conditions of Service
- These Terms and Conditions (the "Agreement") govern the Odoo implementation services provided by Colibria Solution Inc. ("Service Provider") to the client ("Client") as identified in the attached invoice or Statement of Work (SOW).
1. Scope of Services
- The Service Provider agrees to provide Odoo implementation services, which may include configuration, data migration, customization, and training as detailed in the invoice. Any work outside the specific line items of the invoice shall be considered "Out of Scope" and subject to a separate agreement or additional hourly fees.
2. Fees and Payment Terms
Currency: All fees are in Canadian Dollars (CAD) unless otherwise specified.
Taxes: Prices are exclusive of applicable taxes (GST and QST).
Late Payments: In accordance with Quebec law, unpaid balances after [30] days shall accrue interest at a rate of [1.5]% per month (18% per annum), compounded monthly.
Suspension : We reserve the right to remove all configuration work and all customization work by Service Provider from the Odoo instance if an invoice remains unpaid for more than [15] days past its due date.
Provide timely access to necessary data, APIs, and third-party credentials.
Designate a "Project Champion" with the authority to make functional decisions.
Ensure data provided for migration is "clean" and formatted according to Service Provider specifications.
Odoo Core: The Client acknowledges that the Odoo software is governed by its own licensing (LGPLv3 or Odoo Enterprise Edition License).
Customizations: Upon full payment of all invoices, the Service Provider grants the Client a non-exclusive, perpetual license to use any custom-developed code or modules created specifically for this project. The Service Provider retains the right to reuse general coding patterns and logic.
The Service Provider’s total liability for any claim arising out of this agreement shall not exceed the total amount actually paid by the Client for the specific service giving rise to the claim.
The Service Provider shall not be liable for indirect, punitive, or consequential damages, including loss of profits or data.
Jurisdiction: This agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts of the District of [e.g., Montreal].
- Language Clause (Bill 96 Compliance): The parties hereby confirm their express wish that this Agreement and all related documents be drawn up in the English language. Les parties confirment leur volonté expresse que la présente convention ainsi que tous les documents s'y rattachant soient rédigés en anglais.
3. Client Responsibilities
The success of an Odoo implementation is a collaborative effort. The Client agrees to:
4. Intellectual Property (IP)
5. Limitation of Liability
To the maximum extent permitted by the Civil Code of Quebec:
6. Confidentiality
Both parties agree to keep strictly confidential all business information, trade secrets, and technical data disclosed during the implementation process. This obligation survives the termination of this agreement for a period of [3] years.
7. Termination
Either party may terminate the project with [15] days' written notice. In the event of termination, the Client shall pay for all hours worked and expenses incurred up to the effective date of termination.