Terms of Service
Eclypsys Solutions, Unipessoal Lda Estr. Da Ponte, No. 5, 3830-309 Ílhavo, Portugal
1. Purpose
1.1. These Terms and Conditions govern the contractual relationship between Eclypsys Solutions, Unipessoal Lda (hereinafter referred to as “Eclypsys”) and the client (hereinafter referred to as the “Client”), regarding the provision of implementation, configuration, development, training, support, maintenance, hosting, and other related services concerning the Odoo ERP solution.
1.2. Acceptance of any proposal or contract issued by Eclypsys implies full acceptance of these Terms and Conditions.
2. Scope of Services
2.1. Eclypsys shall provide the services described in each approved commercial proposal, which may include:
- Implementation and configuration of Odoo modules (Community and/or Enterprise);
- Development and customization of functionalities;
- User and key-user training;
- Support and maintenance services, when contracted separately;
- Hosting and backup services, when contracted separately.
2.2. Odoo Enterprise licenses shall be acquired directly by the Client from Odoo S.A., unless otherwise agreed, in which case Eclypsys may acquire and resell said licenses to the Client.
3. Proposals, Validity, and Scope Changes
3.1. All commercial proposals issued by Eclypsys shall remain valid for thirty (30) days from the date of issuance.
3.2. All proposals are provided on an estimative basis, relying on the needs and information expressly communicated by the Client.
3.3. The project scope shall be defined in each proposal or contract. Any modification or addition to the initially agreed scope shall result in an adjustment of deadlines, estimates, and contracted values, potentially leading to additional costs.
4. Pricing, Payments, and Default
4.1. Services shall be invoiced on a daily or hourly basis, or in hour/fase packages, as specified in each proposal.
4.2. Eclypsys may require an upfront payment or retainer, as expressly stated in the proposal.
4.3. The Client undertakes to settle all invoices issued by Eclypsys within thirty (30) days from the date of issuance.
4.4. Failure to pay within the established deadline grants Eclypsys the right to: a) Suspend all ongoing services without prior notice; b) Unilaterally terminate the contract; c) Apply the legally applicable late payment interest rate; d) Recover all judicial and extrajudicial costs arising from debt collection.
5. Client Obligations
5.1. The Client agrees to: a) Appoint key users to ensure effective communication with Eclypsys; b) Provide, in a timely manner, all access credentials, data, and information required for the proper performance of the services; c) Ensure the active participation of its personnel in all necessary trainings, meetings, and testing sessions.
5.2. Any delay or failure by the Client to fulfill the above obligations shall not affect the enforceability of contracted fees and may result in extended timelines and additional costs.
6. Hosting and Backups
6.1. The Client is solely responsible for the infrastructure hosting the Odoo solution, except when hosting and backup services are expressly contracted from Eclypsys.
6.2. In the absence of such an agreement, Eclypsys shall not be held liable for failures, data loss, or interruptions related to the Client’s or third-party infrastructure.
7. Intellectual Property
7.1. The Odoo software, in both Community and Enterprise editions, is the exclusive property of Odoo S.A. Eclypsys holds no ownership rights over said software.
7.2. Any custom code or development produced by Eclypsys shall become the property of the Client, provided that no amounts remain outstanding to Eclypsys.
7.3. In the event of unpaid invoices, ownership of the respective code shall remain with Eclypsys until full settlement of all outstanding amounts.
7.4. The parties may expressly agree on different ownership terms for specific developments.
8. Confidentiality and Data Protection
8.1. Eclypsys undertakes to maintain strict confidentiality regarding all information and data belonging to the Client, and shall not disclose such information to third parties without the Client’s explicit authorization, except where required by law or court order.
8.2. Both parties shall fully comply with all applicable legislation on personal data protection (GDPR).
9. Warranty and Limitation of Liability
9.1. Eclypsys provides a fifteen (15) calendar day warranty period following delivery of each development.
9.2. During this period, any duly reported errors shall be corrected, up to a maximum effort equivalent to fifty percent (50%) of the time initially allocated to that specific development.
9.3. This warranty expressly excludes: a) Any changes requested after delivery; b) Defects resulting from Client data, processes, or infrastructure; c) External failures beyond Eclypsys’ control (including servers, internet access, Odoo S.A. services, or third-party providers).
9.4. Eclypsys’ total liability for any breach or damages shall be limited to the total amount effectively paid by the Client under the contract, excluding any liability for loss of profits, data loss, business interruption, or indirect damages.
10. Support and Maintenance
10.1. Support and maintenance services are not included in implementation projects, unless expressly contracted separately.
10.2. Each support or maintenance agreement shall be governed by its own terms, including specific service level agreements (SLA).
11. Termination and Cancellation
11.1. The Client may terminate the services at any time by providing written notice, but shall remain liable for all amounts due up to the date of termination, with no right to reimbursement of amounts already paid.
11.2. Eclypsys may terminate the contract immediately, without prior notice, in the event of material breach by the Client, including but not limited to: a) Non-payment of invoices; b) Lack of cooperation or failure to comply with obligations under Clause 5; c) Violation of essential contractual provisions.
12. Governing Law and Jurisdiction
12.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of Portugal.
12.2. Any disputes arising from the interpretation or execution of these Terms and Conditions shall be submitted to the exclusive jurisdiction of the Judicial Court of the District of Aveiro, with express waiver of any other forum.
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