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[IMP] legal: backport latest changes from 12.0

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Olivier Dony
2019-08-09 02:27:37 +02:00
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legal/terms/partnership.rst
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@@ -5,17 +5,18 @@
Odoo Partnership Agreement
==========================
.. note:: Version 7 - 2018-05-24
.. note:: Version 8 - 2019-08-09
.. v6a: typo in section 4.4
.. v7: introduce "Learning Partners" and a few related changes
.. v8: simplified parts, clarified others, added trademark use restrictions, updated benefits
BETWEEN:
Odoo S.A., registered at the Trade and Companies Register of Nivelles under number RCN 95656,
having its registered office at Chaussée de Namur, 40, 1367 Grand-Rosière, Belgium,
and its affiliates (collectively referred to as "ODOO")
Odoo S.A.,
having its registered office at Chaussée de Namur, 40, 1367 Grand-Rosière, Belgium
(Hereinafter referred to as "ODOO")
AND:
@@ -36,10 +37,10 @@ The purpose of this agreement is to set forth the conditions under which ODOO pr
PARTNER, access to the Odoo Enterprise Edition software, and under which PARTNER complies with the
obligations set out hereafter.
ODOO hereby appoints PARTNER, and PARTNER hereby accepts appointment, to be a non-exclusive partner
ODOO hereby appoints PARTNER, and PARTNER hereby accepts the appointment, to be a non-exclusive partner
promoting and selling "Odoo Enterprise Edition" to customers.
PARTNER commits to do its best effort to sell Odoo Enterprise contracts to its clients.
PARTNER commits to doing its best effort to sell Odoo Enterprise contracts to its clients.
To support that, PARTNER will market in priority the "Odoo Enterprise Edition" version to prospects
and customers. PARTNER still has the option to sell services on other versions of the software,
like "Odoo Community Edition", should it be needed.
@@ -47,7 +48,7 @@ like "Odoo Community Edition", should it be needed.
2 Term of the Agreement
=======================
The duration of this Agreement (the “Term”) shall be one year beginning on the date of the signature.
It is automatically renewed for an equal Term, unless either party provides a written notice of
It is automatically renewed for an equal Term unless either party provides written notice of
termination minimum 30 days before the end of the Term to the other party.
@@ -56,22 +57,25 @@ termination minimum 30 days before the end of the Term to the other party.
3.1 Project platform access
---------------------------
To help PARTNER promote Odoo Enterprise Edition, ODOO grants access to its project code repository
to PARTNER for all "Odoo Enterprise Edition" Apps, under the terms set forth in :ref:`appendix_p_a`
To help PARTNER promote Odoo Enterprise Edition, ODOO grants PARTNER access to its project code repository
for all "Odoo Enterprise Edition" Apps, under the terms set forth in :ref:`appendix_p_a`
and the conditions restricted under this Agreement.
This access will be granted as of the signature of this agreement and be revoked when this agreement
is terminated.
In addition, ODOO grants PARTNER free access to the ODOO.SH platform for testing and development
purposes.
.. _restrictions:
3.2 Restrictions
----------------
PARTNER commits to keep confidentiality of the source code of Odoo Enterprise Edition Apps
PARTNER commits to keeping confidentiality of the source code of Odoo Enterprise Edition Apps
within its staff. Access to the source code of Odoo Enterprise Edition for customers is
governed by the Odoo Enterprise Subscription Agreement (version 4.0 and above).
governed by the Odoo Enterprise Subscription Agreement.
PARTNER agrees to NOT redistribute this code to third parties without the written permission of ODOO.
PARTNER commits to not offer services on Odoo Enterprise Edition to customers who are not covered
by an Odoo Enterprise subscription, even during the implementation phase.
Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the
Odoo Enterprise Edition code that is required to verify the validity of usage of Odoo Enterprise
Edition and to collect statistics that are needed for that purpose.
@@ -85,43 +89,48 @@ Edition and to collect statistics that are needed for that purpose.
The Odoo partner program consists of two types of partnerships and four levels;
“Learning Partners” is for companies who want everything necessary to start implementing Odoo,
without visibility as an official partner until they get the required experience;
“Official Partners” is for companies who want the visibility as Ready, Silver and Gold,
“Official Partners” is for companies who want the visibility as Ready, Silver, and Gold,
according to their experience with Odoo.
Partnership level granted to PARTNER depends on the annual new Odoo Enterprise revenue generated
for ODOO, the number of certified resources and the customer retention rate.
Renewals of existing contracts do not account for the partnership level, but PARTNER
for ODOO (in terms of Odoo Enterprise Users sold), the number of certified resources and the customer
Retention Rate.
Renewals of existing contracts do not count towards the number of Users Sold, but PARTNER
still gets a commission on these contracts as stated in section :ref:`benefits`.
The table below summarizes the requirements for each partnership level.
The table below summarizes the requirements that have to be met for each partnership level.
+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
| | Learning Partner | Official: Ready | Official: Silver | Official: Gold |
+============================================+==================+====================+====================+====================+
| Annual New Net Odoo Enterprise Users Sold | 0 | 10 | 50 | 150 |
| Annual New Odoo Enterprise Users Sold | 0 | 10 | 50 | 150 |
+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
| Certified Active Internal Resources | 0 | 1 | 2 | 3 |
| Number of Certified Employees on at least | 0 | 1 | 2 | 3 |
| one of the 3 last Odoo versions | | | | |
+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
| Minimum retention rate | n/a | n/a | 70% | 80% |
| Minimum Retention Rate | n/a | n/a | 70% | 80% |
+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
Certifications are personal, so when a certified staff member leaves the company,
PARTNER must notify ODOO in order to update the number of certified resources active
for the partnership contract.
The Retention Rate is defined as the ratio between the number of Odoo Enterprise contracts that
are currently active, and the number of Odoo Enterprise contracts that have been active at some point
in the last 12 months
The level of partnerships will be reviewed quarterly by ODOO based on new Odoo Enterprise contracts
sold by PARTNER over the previous 12 months, official certifications granted to employees of the partner,
and customer retention rate.
Certifications are personal, so when a certified staff member leaves or joins the company,
PARTNER must notify ODOO.
PARTNER's partnership level will be reviewed quarterly by ODOO, and adjusted
to the highest level for which the 3 requirements are met.
However, "Official Partners" may be upgraded automatically to a higher level once they reach the
3 requirements for that higher partnership level.
"Official Partners" may be upgraded automatically to a higher level once they reach the requirements for that
higher partnership level. Silver and Gold partners that are not meeting their partnerships
requirements at the end of annual period may be assigned to a lower partnership level.
.. _benefits:
4.2 Benefits
------------
The details of the benefits for each level of partnership are described in the table below:
The details of the benefits for each level of the partnership are described in the table below:
.. only:: latex
@@ -134,31 +143,33 @@ The details of the benefits for each level of partnership are described in the t
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Visibility on odoo.com | No | "Ready Partner" | "Silver Partner" | "Gold Partner" |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Rights to use "Odoo" trademark | Learning Logo | Ready logo | Silver logo | Gold Logo |
| Right to use "Odoo" trademark and | Yes | Yes | Yes | Yes |
| Partner Logo | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| **Training benefits** | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Yearly upgrade seminars | Yes | Yes | Yes | Yes |
| Sales Coaching & Webinars | Yes | Yes | Yes | Yes |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Sales Coaching | Yes | Yes | Yes | Yes |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Access to E-Learning Platform and | Yes | Yes | Yes | Yes |
| | | | | |
| Odoo Knowledge Base | Yes | Yes | Yes | Yes |
| Access to Odoo Knowledge Base | Yes | Yes | Yes | Yes |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| **Software benefits** | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Access to Odoo Enterprise source code | Yes | Yes | Yes | Yes |
| and Github repository | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Odoo Enterprise trial extension codee | Yes | Yes | Yes | Yes |
| Odoo Enterprise trial extension code | Yes | Yes | Yes | Yes |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Access to Odoo.sh for testing and | Yes | Yes | Yes | Yes |
| development purposes | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| **Sales benefits** | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Commission on Odoo SH platform [#f1]_ | 10% | 100% | 100% | 100% |
| Commission on Odoo SH platform [#s1]_ | 10% | 100% | 100% | 100% |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Commission on Odoo Enterprise | 10% | 10% | 15% | 20% |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| Access to dedicated Account Manager | No | Yes | Yes | Yes |
| Dedicated Account Manager & Partner | No | Yes | Yes | Yes |
| Dashboard | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
| **Marketing benefits** | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
@@ -168,22 +179,20 @@ The details of the benefits for each level of partnership are described in the t
| Promotion | | | | |
+---------------------------------------+------------------+--------------------+--------------------+--------------------+
.. [#f1] In case the 100% commission rate for Odoo SH is modified upon renewal by a future version
of this Agreement, the previous rate will continue to apply for existing subscriptions.
.. [#s1] up to a maximum of 150€ (or 180$) of monthly commission per subscription
4.3 Partner Recognition
-----------------------
ODOO will promote "Official Partners" on the list of Odoo Partners on the official website (odoo.com).
ODOO will promote "Official Partners" on the Odoo Partners list on odoo.com.
ODOO grants PARTNER, on a non-exclusive basis, the right to use and reproduce the ODOO Partner logo
of the corresponding partnership level, and the "Odoo" name in relation with this partnership
of the corresponding partnership level, and the "Odoo" name in relation to this partnership
agreement.
Each Party undertakes to respect all the rights of the other Party in all the items referred to in
the previous paragraph and, more particularly, each Party shall refrain from causing any analogy
or creating any confusion between their respective company in the mind of the general public,
for any reason whatsoever and by any means whatsoever.
or creating any confusion between their respective company in the mind of the general public.
4.4 Training Benefits
---------------------
@@ -192,35 +201,23 @@ The ODOO knowledge base is an online e-platform containing a set of commercial,
and functional documents, to help PARTNER acquire and leverage Odoo knowledge, grow its business,
attract more customers, and build brand awareness.
PARTNER also receives free access to the ODOO E-Learning platform (for unlimited users).
The ODOO E-Learning platform provides a set of high quality online video courses and tutorials
about official Odoo Apps.
PARTNER will have access to commercial coaching provided by their dedicated Account Manager, as
appointed by ODOO.
PARTNER also has the option to purchase specific technical training by subscribing to an Odoo
PARTNER also has the option to purchase support services or training by subscribing to an Odoo
Success Pack, for an extra fee.
4.5 Commissions on Odoo Services sold by PARTNER
-------------------------------------------------
For ODOO services directly purchased by a customer through PARTNER, PARTNER shall receive
retribution as follows:
- For “Odoo Enterprise” and "Odoo SH" subscriptions sold via PARTNER; ODOO will invoice directly
the customer based on final pricing agreed between ODOO, PARTNER, and the customer. Then, PARTNER
will invoice his commission to ODOO based on the Odoo Enterprise Edition price, net of possible
rebates, and based on PARTNER's current partnership level at the time of signature of the sale.
- For “Odoo Enterprise” subscription renewals; PARTNER receives a commission for each renewal of
a subscription sold via PARTNER, as long as PARTNER maintains a contractual relationship with the
corresponding customer.
- For other services; PARTNER invoices directly the customer, and ODOO will invoice PARTNER
directly, commission included (as a discount).
For ODOO services purchased by a customer through PARTNER, and as long as PARTNER maintains a
contractual relationship with the corresponding customer, PARTNER shall receive a commission
according to the table of section :ref:`benefits` and their Partnership level at the date of the
customer invoice.
5 Fees
======
PARTNER agrees to pay either the Partnership Entry fee or the Partnership Annual Renewal fee
PARTNER agrees to pay either the Partnership Entry fee or the Partnership Annual Renewal Fee
immediately upon receipt of the annual invoice sent by ODOO.
The fees will be specified in writing at the time of signature of this agreement.
@@ -232,14 +229,11 @@ for new partners only.
The "Annual Partnership Renewal" fee shall be paid every year when the Term of this Agreement is
renewed.
If, for any reason, PARTNER decides to terminate this agreement, and later applies to renew it,
the "Annual Partnership Renewal" fee will be applicable.
6 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
a 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.
Surviving Provisions:
@@ -249,8 +243,8 @@ Surviving Provisions:
6.1 Consequence of termination
------------------------------
On expiry or termination of this Agreement, PARTNER:
- shall not use anymore the materials and/or the Odoo brand name or claim the existence of any
partnership or relationship with ODOO ;
- shall not use anymore the materials and the Odoo brand name, trademarks and logos or claim
the existence of any partnership or relationship with ODOO ;
- shall comply with its obligations during any notice period prior to such termination ;
- may not use Odoo Enterprise anymore, for development, test or production purpose
@@ -262,68 +256,72 @@ Both Parties are bound by a best endeavours obligation hereunder.
To the maximum extent permitted by law, ODOO’s liability for any and all claims, losses, damages or
expenses from any cause whatsoever and howsoever arising under this Agreement will be limited to
the direct damages proven, but will in no event exceed for all damage causing event or series of
the direct damages proved, but will in no event exceed for all damage-causing event or series of
connected events causing damages the total amount for the fees paid by PARTNER in the course of the
six (6) months immediately preceding the date of the event giving rise to such claim.
In no event will ODOO be liable for any indirect or consequential damages, including but not limited
third parties or customer claims, 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 the performance of its obligations.
with the performance of its obligations under this Agreement.
PARTNER acknowledges that he has no expectation and has received no assurances that any investment
PARTNER acknowledges that he has no expectations and has received no assurances that any investment
made in execution of this Agreement and the Odoo Partnership Program will be recovered or recouped
or that he shall obtain any anticipated amount of profits by virtue of this Agreement.
PARTNER waives any commitment whatsoever on behalf of ODOO regarding the evolution of Software.
According to the terms of the Software license, ODOO will not be liable for any bug or for the
quality and the performance of the Software.
8 Miscellaneous
================
8.1 Communications
------------------
No communications from either Party to the other shall have any validity under this Agreement
unless made in writing by or on behalf of PARTNER or ODOO, as the case may be, in accordance with
the provisions of this Agreement.
Any notice whatsoever which either Party hereto is required or authorised by this Agreement to give
or make to the other shall be given via registered mail.
8.2 Brand Image
8.1 Brand Image
---------------
Both Parties shall refrain from harming the brand image and reputation of the other Party, in any
way whatsoever, in the performance of this Agreement. Non-compliance to this provision shall be a
cause for termination of this Agreement.
8.3 Publicity
The "Odoo" mark (including the word mark and its visual representations and logos) is the exclusive
property of ODOO.
PARTNER shall advertise themselves as an "Odoo Partner" to avoid any confusion with ODOO, and
use the appropriate "Odoo Partner logo" in any communication media. PARTNER may use the "Odoo" logo
to present ODOO's products and services, but it must not be altered nor used by PARTNER as
the main logo of a website.
PARTNER shall not register as a trademark or in any other way whatsoever any mark, brand or sign that
could create a risk of confusion with the "Odoo" mark, worldwide, except with ODOO's prior
written consent.
PARTNER shall not incorporate the "Odoo" mark in any trade name, brand name, domain name or in any
element of identification of their company except with ODOO's prior written consent.
At the termination of this Agreement, PARTNER must immediately stop the use of the "Odoo" mark.
8.2 Publicity
-------------
PARTNER grants ODOO the nonexclusive right to use PARTNER's name or trademarks in press releases,
advertisements or other public announcements.
In particular, PARTNER accepts to be mentioned, and that PARTNER's logo and trademark may used for
this purpose only, in the official list of the ODOO partners.
In particular, PARTNER accepts to be mentioned in the official list of Odoo Partners on odoo.com,
and that PARTNER's logo and trademarks may be used for this purpose only.
.. _no_soliciting_partnership:
8.4 No Soliciting or Hiring
8.3 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 24 months from the date of termination or expiration of this 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
employee toward that end, the breaching Party agrees to pay the other Party an amount of
EUR (€) 30 000.00 (thirty thousand euros).
8.5 Independent Contractors
8.4 Independent Contractors
----------------------------
The Parties are independent contractors, and this Agreement shall not be construed as constituting
either Party as partner, joint venture or fiduciary of the other, as creating any other form of
legal association that would impose liability on one Party for the act or failure to act of the other
either Party as a partner, joint venture or fiduciary of the other, as creating any other form of
a legal association that would impose liability on one Party for the act or failure to act of the other
or as providing either Party with the right, power or authority (express or implied) to create any
duty or obligation of the other.
@@ -364,3 +362,5 @@ found shall be finally settled by the Courts of Belgium in Nivelles.
See :ref:`odoo_enterprise_license`.