Terms & Conditions
- The Intellectual Property disclosure will inform users that the contents, logo and other visual media you created is your property and is protected by copyright laws.
- A Termination clause will inform that users’ accounts on your website and mobile app or users’ access to your website and mobile (if users can’t have an account with you) can be terminated in case of abuses or at your sole discretion.
- A Governing Law will inform users which laws govern the agreement. This should the country in which your company is headquartered or the country from which you operate your web site and mobile app.
- A Links To Other Web Sites clause will inform users that you are not responsible for any third party web sites that you link to. This kind of clause will generally inform users that they are responsible for reading and agreeing (or disagreeing) with the Terms and Conditions or Privacy Policies of these third parties.
- If your website or mobile apps allows users to create content and make that content public to other users, a Content section will inform users that they own the rights to the content they have created.
The “Content” clause usually mentions that users must give you (the website or mobile app developer) a license so that you can share this content on your website/mobile app and to make it available to other users.
Because the content created by users is public to other users, a DMCA notice clause (or Copyright Infringement ) section is helpful to inform users and copyright authors that, if any content is found to be a copyright infringement, you will respond to any DMCA take down notices received and you will take down the content.
- A Limit What Users Can Do clause can inform users that by agreeing to use your service, they’re also agreeing to not do certain things. This can be part of a very long and thorough list in your Terms and Conditions agreements so as to encompass the most amount of negative uses.
Premises of the service: - This proposal does not include additional scopes or activities other than those specified in this document. - TODOO SAS is not responsible for third-party breaches of the Services managed under this proposal. - The CLIENT will assign TODOO SAS remote access to the infrastructure and / or applications necessary to fulfill the scope of this proposal. - Acceptance of the service or of any of the phases will be made by means of acceptance acts. - This service will be executed remotely and / or in person depending on the current legislation of the Country. - The CLIENT's team and areas must be available for contact in accordance with what is required in each of the phases of this proposal. - The CLIENT must manage the change control procedure when it is required to modify in time, scope or cost the project described in this proposal. - The days estimated in this proposal are business days, Monday through Friday from 8:00 AM to 5:00 PM, excluding the designated public holidays in Colombia. - TODOO SAS does not include within the scope: Servers, hosting, application, and / or any other software that complements the system by incurring additional costs. - The offer by TODOO SAS, has a validity of 30 calendar days, reserves the right to change prices according to the normal update until confirmation of the price is received. Completion criteria: - Each phase is considered concluded when TODOO SAS has executed the entire scope established in this proposal. - Once the service is completed, the termination of service will be signed between TODOO SAS and the CLIENT, as evidence of its completion and full compliance by TODOO SAS with its obligations. (FO-GE-007 Phase VI. Odoo Go Closing Act) TODOO SAS responsibilities: - It is responsible for the execution of the scope previously defined in this proposal. - It is responsible for the fulfillment and assignment of the required specialists in accordance with the Service plan established between the parties. - You are responsible for issuing the respective invoice in accordance with the payment plan defined in this proposal. CLIENT Responsibilities: - The client accepts: - Pay TODOO SAS the applicable charges for the Services of this Agreement, with the payment conditions specified in the corresponding invoice. - Payments are made according to the agreement stipulated in the quote. If the payment is not made TODOO SAS will be authorized to suspend the service it is providing. - As long as the client has not made the full payment of the project, the instances and bases will be the property of TODOO SAS with all the inherent rights. Until receiving 100% of the agreed payment. - All partial deliveries made will be billed separately and must be paid 100% at the time of installation. The delay in the delivery of any partial will not exempt the CLIENT from his legal obligation to cancel the previous and remaining partial deliveries. - The client will have a period of 5 days from the reception of the service to send TODOO SAS any claim through the assigned help desk. After this period, the products will be considered as compliant by the CLIENT. - TODOO SAS must be notified immediately when their actual number of Users or their Applications specified at the end of the Agreement, they must cancel generating a new quote for this surplus. - Appoint a dedicated contact person with TODOO SAS throughout the duration of the Agreement. - When the Client chooses to use the Cloud Platform, the Client agrees to take all reasonable measures to keep their user accounts secure, including choosing a secure password and not sharing it with anyone else; make reasonable use of the Hosting Services, excluding any illegal or abusive activity, and strictly observe the rules outlined in the Acceptable Use Policy posted at https://www.odoo.com/acceptable-use. - When the CLIENT chooses the Self-Hosting option, the CLIENT agrees to take all reasonable measures to protect the files and databases and to guarantee that the data is safe, recognizing that TODOO SAS Y Odoo SA is not responsible for any loss of data. Advertising Except where otherwise notified in writing, each party grants to the other a worldwide non-transferable, non-exclusive, royalty-free license to reproduce and display the other party's name, logos and trademarks, for the sole purpose of referring to the other party as a CLIENT, on websites, press releases and other marketing materials. Confidentiality Definition of "confidential information": All information disclosed between the parties (Discloser and Receiver) related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers, whether verbal or in writing, that is designated as totally or partially confidential given the nature of the information and / or the circumstances it should be considered private. 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 required by law, provided that the receiving Party previously notifies the disclosing Party of the required disclosure. Data Protection Definitions "Personal data", "Controller", "Processing" have the same meanings as in Regulation (EU) 2016/679 and Directive 2002/58 / EC, and any regulation or legislation that modifies or replaces them (hereinafter called " Data protection legislation "). Processing of personal data The parties acknowledge that the CLIENT's database may contain personal information, which the CLIENT is the Controller. TODOO SAS will process this data when the CLIENT indicates it, using any of the services that require a database (for example, upload information to the base), for any reason related to this Agreement. This processing will be carried out in accordance with data protection legislation. In particular, TODOO SAS is committed to: - It will only process Personal Data when and according to the CLIENT's instructions, and in order to perform one of the Services pursuant to this AGREEMENT, unless the law requires it, in which case TODOO SAS will provide prior notice to the CLIENT, unless the law prohibits it. - Guarantee that all persons within TODOO SAS authorized to process Personal Data have committed to maintaining confidentiality. - You will notify the CLIENT immediately upon realizing and confirming any processing, disclosure or accidental, unauthorized or illegal access of the Personal Data; - Notify the CLIENT if the processing instructions violate the applicable Data Protection Legislation, in the opinion of TODOO SAS. - Permanently delete all copies of the CLIENT's database in possession of TODOO SAS, or return said data, at the CLIENT's choice, at the end of this Agreement, subject to delays reported to the CLIENT. Guarantee During the term of this AGREEMENT, TODOO SAS agrees to use commercially reasonable efforts to execute the Services in accordance with generally accepted industry standards provided that: - The CLIENT's computer systems are in good working order and the CLIENT provides adequate information for the resolution of problems and any access that TODOO SAS may need to identify, reproduce and address problems. - All amounts owed to TODOO SAS have been paid. The sole and exclusive recourse of the CLIENT and the sole obligation of TODOO SAS for any breach of this guarantee is that TODOO SAS resume the execution of the Services at no additional charge. Disclaimers Except as expressly provided in this document, neither party gives any warranty of any kind, whether express, implied, legal or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. TODOO SAS does not guarantee that the Software complies with local or international laws or regulations. Liability limitation To the maximum extent permitted by law, the aggregate liability of each party together with its subsidiaries arising from or related to this AGREEMENT shall not exceed 50% of the total amount paid by the CLIENT under the AGREEMENT during the acquisition of the process. TODOO SAS does not undertake to continue with the implementation of the system. Thus, the CLIENT imposes multiple claims will not extend this limitation. In no event shall any party or its affiliates be liable for indirect, special, exemplary, incidental or consequential damages of any kind, including, but not limited to, loss of income, profits, savings, loss of business or other financial loss, costs stop or delay, lost or corrupted data arising out of or in connection with this AGREEMENT, regardless of the form of action, whether in the contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been informed of the possibility of such damage, or if a party or the remedy of its affiliates does not fulfill its essential purpose. Overwhelming force Neither party shall be liable to the other party for delay in any execution or failure to render any execution under this AGREEMENT when such failure or delay is caused by government regulations, fire, strike, war, flood, accident, epidemic, seizure , appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of a similar or different nature, beyond the reasonable control of said party, provided that said cause or causes exist . General disposition Applicable law - Both parties agree that the laws of Colombia will apply, in the event that a dispute arises in relation to this AGREEMENT, without taking into account the principles of election or conflict of laws. To the extent that any aforementioned lawsuit or legal proceeding is permitted, both parties agree to submit to the exclusive jurisdiction of Colombian law in order to litigate all disputes. Divisibility - In the event that one or more of the provisions of this AGREEMENT or any application thereof is invalid, illegal or unenforceable in any respect, the validity, legality and applicability of the remaining provisions of this AGREEMENT and any application thereof shall not be in in any way affected or impaired. Both parties agree to replace any invalid, illegal or unenforceable provision with a valid provision that has the same effects and objectives.