
.. _enterprise_agreement:

======================================
Odoo Enterprise Subscription Agreement
======================================

.. note:: Version 5b - Last revision: June 30, 2016.

By subscribing to the Odoo Enterprise services (the "Services") provided by Odoo SA and its
affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or
Odoo Community Edition (the "Software"), you (the "Customer") are agreeing to be bound by the
following terms and conditions (the "Agreement").

.. _term:

1 Term of the Agreement
=======================

The duration of this Agreement (the “Term”) shall be minimally one year and as specified in writing
at the signature of this Agreement, beginning on the date of the signature.
It is automatically renewed for an equal Term, unless either party provides a written notice of
termination minimum 30 days before the end of the Term by registered mail to the other party.

.. _definitions:

2 Definitions
=============

User
    Any active user account with access to the Software in creation and/or edition mode.
    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
    Is considered a Bug any failure of the Software 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 at
    the discretion of Odoo SA (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).

Covered Versions
    All Services provided under this Agreement are applicable only to the Covered Versions of
    the Software, which include the 3 (three) most recently released major versions.

    To be covered by the current Agreement, Customer’s installations have to run the most recent
    Covered Version at the time of this Agreement’s signature. When this is not the case,
    additional costs are applicable, as described in :ref:`charges`.


.. _enterprise_access:

3 Access to Odoo Enterprise Edition
===================================

For the duration of this Agreement, Odoo SA gives the Customer a non-exclusive, non-transferable
license to use (execute, modify, execute after modification) the Odoo Enterprise Edition software,
under the terms set forth in :ref:`appendix_a`.

The Customer agrees to take all necessary measures to guarantee the unmodified execution of
the part of the Software that verifies the validity of the Odoo Enterprise Edition usage and
collects statistics for that purpose, including but not limited to the running of an instance and
the number of Users.

Odoo SA commits not to disclose individual or named figures to third parties without the consent
of the Customer, and to deal with all collected data in compliance with its official Privacy
Policy, as published on `Odoo SA's website <https://www.odoo.com>`_.

Upon expiration or termination of this Agreement, this license is revoked immediately and the
Customer agrees to stop using the Odoo Enterprise Edition software.

Should the Customer breach the terms of this section, the Customer agrees to pay Odoo SA an extra
fee equal to 300% of the applicable list price for the actual number of Users.


.. _services:

4 Included Services
===================

4.1 Bug Fixing Service
----------------------

For the duration of this Agreement, Odoo SA commits to making all reasonable efforts to remedy any
Bug of the Software submitted by the Customer through the appropriate channel (typically, Odoo SA's
service desk email address or website form), and to start handling such Customer submissions
within 2 business days.

The Customer understands that Bugs caused by a modification or extension that is not part of the
official Software will not be covered by this service.

As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.
If the bug has been addressed in a more recent revision of the Covered Version of the
Software used by the Customer, the Customer agrees to update its systems to that revision in order
to obtain the correction. The Customer will not be asked to upgrade to a more recent Covered
Version of the Software as a remedy to a Bug.

When a Bug is fixed in any Covered Version, Odoo SA commits to fixing the Bug in all more recent
Covered Versions of the Software.

Both parties acknowledge that as specified in the license of the Software and in the :ref:`liability`
section of this Agreement, Odoo SA cannot be held liable for Bugs in the Software.


4.2 Security Advisories Service
-------------------------------

For the duration of this Agreement, Odoo SA commits to sending a "Security Advisory" to the Customer
for any security Bug that are discovered in the Covered Versions of the Software, at least 2 weeks
before making the Security Advisory public, unless the Bug has already been disclosed publicly by a
third party.
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
are Confidential Information as described in :ref:`confidentiality` during the embargo period prior to
the public disclosure.

.. _upgrade:

4.3 Upgrade Services
--------------------

.. _upgrade_odoo:

Upgrade Service for the Software
++++++++++++++++++++++++++++++++

For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate
channel (typically Odoo SA's upgrade service website), in order to convert a database of the Software
from one Covered Version of the Software to a more recent Covered Version (the "Target Version").

Upgrade requests must include a complete backup copy of the Customer's database and the
associated data (typically obtained from the Backup menu of the Software). Where necessary for data
security or regulation reasons, the Upgrade Service includes an optional tool to anonymize
identifiable data inside a database before submitting the upgrade request, and a tool to restore
the anonymized data after the upgrade.

This service provided through an automated platform in order to allow the Customer to perform
unattended upgrades once a previous version of the Customer's database has been successfully
upgraded for a Covered Version.
The Customer may submit successive upgrade requests for a database, and agrees to submit at least
1 upgrade request for testing purposes before submitting the final upgrade request.

The Upgrade Service is limited to the technical conversion and adaptation of the Customer's database
to make it compatible with the Target Version, and the correction of any Bug directly caused by the
upgrade operation and not normally occurring in the Target Version.

It is the sole responsibility of the Customer to verify and validate the upgraded database in order
to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version,
and to convert and adapt for the Target Version any third-party extensions of the Software that
were installed in the database before the upgrade (except where applicable as foreseen in section
:ref:`upgrade_extra`).
The Customer may submit multiple upgrade requests for a database, until an acceptable result is
achieved.

.. _upgrade_extra:

Upgrade Service for third-party extensions
++++++++++++++++++++++++++++++++++++++++++

For the duration of this Agreement, the Customer may request optional upgrade services for
third-party extension modules of the Software, in addition to the regular Upgrade Services.
This optional service is subject to additional fees (as described in charges_) and includes the
technical adaptation of third-party modules installed in the Customer's database and their
corresponding data in order to be compatible with the Target Version. The Customer will receive an
upgraded version of all installed third-party modules along with the upgraded database.

.. _charges:

5 Charges and Fees
==================

.. _charges_standard:

5.1 Standard charges
--------------------

The standard charges for the Odoo Enterprise subscription, the Bug Fixing Service, Security Advisories
Service and the Upgrade Service are based on the number of Users and the Software version used by
the Customer, and specified in writing at the signature of the Agreement.

When during the Term, the Customer has more Users than specified at the time of signature of
this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price
(at the beginning of the Term) for the additional Users, for the remainder of the Term.

If at the time of the signature of this Agreement, the Customer uses a Covered Version
that is not the most recent one, the standard charges will be increased by 50% for the duration
of the first Term.

.. _charges_renewal:

5.2 Renewal charges
-------------------

Upon renewal as covered in section :ref:`term`, if the per-User charges applied during the previous Term
are lower than the most current applicable per-User list price, the per-User charges will increase
by up to 7%, unless Odoo SA provides written notice of a new price to the Customer at least 60 days
prior to the end of the Term.


.. _charges_thirdparty:

5.3 Charges for Upgrade Services of third-party modules
-------------------------------------------------------

.. FIXME: should we really fix the price in the contract?

The additional charge for the Upgrade Service for third-party modules is EUR (€) 1000.00 (one
thousand euros) per 1000 Lines of Code in the third-party modules, rounded up to the next thousand
lines. Lines of Code include all text lines in the source code of those modules, regardless of the
programming language (Python, Javascript, etc.) or data format (XML, CSV, etc.), excluding blank
lines and comment lines.

Odoo SA reserves the right to reject an upgrade request for third-party modules under the above
conditions if the quality of the source code of those modules is too low, or if these modules
constitute an interface with third-party software or systems. The upgrade of such modules will
subject to a separate offer, outside of this Agreement.

.. _taxes:

5.4 Taxes
---------

.. FIXME : extra section, not sure we need it?

All fees and charges are exclusive of all applicable federal, provincial, state, local or other
governmental taxes, fees or charges (collectively, "Taxes"). The Customer is responsible for paying
all Taxes associated with purchases made by the Customer under this Agreement, except when Odoo SA
is legally obliged to pay or collect Taxes for which the Customer is responsible.


.. _conditions:

6 Conditions of Services
========================

6.1 Customer Obligations
------------------------

.. FIXME: removed the clause about

The Customer agrees to:

- pay Odoo SA any applicable charges for the Services of the present Agreement, in accordance with
  the payment conditions specified in the corresponding invoice ;
- immediately notify Odoo SA when the actual number of Users exceeds the number of Users specified at
  the signature of the Agreement, and in this event, pay the applicable additional fee as described
  in section :ref:`charges_standard`;
- take all measures necessary to guarantee the unmodified execution of the part of the Software
  that verifies the validity of the Odoo Enterprise Edition usage, as described
  in :ref:`enterprise_access` ;
- grant Odoo SA the necessary access to verify the validity of the Odoo Enterprise Edition usage
  upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
- appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
- take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s
  data is safe and secure, acknowledging that Odoo SA cannot be held liable for any data loss;


.. _no_soliciting:

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 to the other party an amount of
EUR (€) 30 000.00 (thirty thousand euros).


.. _publicity:

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 for the purpose of referring to the other party as a customer or
supplier, on websites, press releases and other marketing materials.


.. _confidentiality:

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.

.. _termination:

6.5 Termination
---------------

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.

Further, Odoo SA may terminate the Agreement immediately in the event the Customer fails to pay
the applicable fees for the Services within the due date specified on the corresponding invoice.

Surviving Provisions:
  The sections ":ref:`confidentiality`”, “:ref:`disclaimers`”,
  “:ref:`liability`”, and “:ref:`general_provisions`” will survive any termination or expiration of
  this Agreement.


.. _warranties_disclaimers:

7 Warranties, Disclaimers, Liability
====================================

.. _warranties:

7.1 Warranties
--------------

.. industry-standard warranties regarding our Services while Agreement in effect

For the duration of this Agreement, Odoo SA 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 the Software is installed in a
  suitable operating environment;
- the Customer provides adequate troubleshooting information and access so that Odoo SA can
  identify, reproduce and address problems;
- all amounts due to Odoo SA have been paid.

The Customer's sole and exclusive remedy and Odoo SA's only obligation for any breach of this warranty
is for Odoo SA to resume the execution of the Services at no additional charge.

.. _disclaimers:

7.2 Disclaimers
---------------

.. no other warranties than explicitly provided

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.

Odoo SA does not warrant that the Software complies with any local or international law or regulations.

.. _liability:

7.3 Limitation of Liability
---------------------------

To the maximum extent permitted by law, the aggregate liability of each party together with its
affiliates arising out of or related to this Agreement will not exceed 50% of the total amount
paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event
giving rise to such claim. Multiple claims shall not enlarge this limitation.

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.

.. _force_majeure:

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 is caused by 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.


.. _general_provisions:

8 General Provisions
====================

.. _governing_law:

8.1 Governing Law
-----------------

Both parties agree that the laws of Belgium will apply, should any dispute arise out of or
in connection with this Agreement, without regard to choice or conflict of law principles.
To the extent that any lawsuit or court proceeding is permitted hereinabove, both
parties agree to submit to the sole jurisdiction of the Nivelles (Belgium) court for the purpose of
litigating all disputes.

.. _severability:

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 by a valid provision having the same effects and
objectives.


.. _appendix_a:

9 Appendix A: Odoo Enterprise Edition License
=============================================

.. only:: latex

    Odoo 9 Enterprise Edition is licensed under the Odoo Enterprise Edition License v1.0,
    defined as follows:

    .. include:: ../licenses/enterprise_license.txt
        :literal:

.. only:: html

    See :ref:`odoo_enterprise_license`.





.. FIXME: move this is to appendix or somewhere else?

.. only:: disabled

    Agreement Registration
    ======================

    Customer contact information
    ----------------------------

    Company name:
    Company address:
    VAT number (if applicable):
    Contact name:
    Email:
    Phone:

    Technical contact information (can be an Odoo partner):
    -------------------------------------------------------
    Company name:
    Contact name:
    Email:
    Phone:


    By signing this Agreement I confirm I am a legal representative of Customer as stated in the
    resent section and approve all provisions and conditions of the present Agreement:

    For and on behalf of (company name):
    Last name, first name:
    Title:
    Date:

    Signature: