Agreement to the Terms of Service and General Conditions

Validity of Terms and Conditions

These Terms and Conditions become effective on the date of acceptance, as defined below, and remain in force indefinitely unless a specific contractual period is established. If a contractual term exists, these Terms shall automatically renew for an equal period unless either party provides written notice of termination at least 30 days prior to its expiration.

Description of Services

​ ​Arxilead – Tecnologia e Gestão, Lda offers a variety of services accessible online via a compatible web browser through its website www.arxi.pt. These services include, but are not limited to: Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), Project Management, Human Resources, Accounting, Sales, Customer Support, and Manufacturing. Arxilead reserves the right to add, change, or discontinue service modules at any time, according to the evolution of its product strategy.​

Acceptance of Terms:

To accept these Terms and Conditions, the client must be of legal age and have the legal capacity to contract. Acceptance may occur either by signing the commercial proposal referencing these terms or by using the services provided by ARXI, which constitutes explicit acceptance of the conditions described herein.

​1 - ODOO IMPLEMENTATION VARIABLES

1.1 - ARXI is equipped to implement, manage, and/or support the latest Odoo version, as well as up to three (3) previous versions.

​1.2 - Regarding hosting of Odoo instances for Enterprise clients, ARXI operates via Odoo.SH, which is subscribed directly by the client from Odoo S.A. in accordance with its Terms and Conditions. Alternatively, SaaS (for Enterprise) or On-Premise hosting options may be considered, depending on what best suits the client.

​​​1.2.1 - Maintenance of the servers and any related actions, whether on Odoo.SH (including SaaS) or On-Premise, are not the responsibility of ARXI. ARXI shall not be held liable for infrastructure failures, backups, or security updates, which fall under the responsibility of Odoo S.A. or the client.

​1.3 - Upon conclusion of the negotiation process, both parties acknowledge the applications to be installed and configured, as specified in the approved Quote and aligned with the client’s needs.

​1.4 - There are two versions of Odoo: Odoo Enterprise and Odoo Community. ARXI is qualified to implement custom Odoo projects on both versions. The differences between these two editions can be reviewed here, on the Odoo S.A. website.

​1.4.1 - The Community Edition does not require licensing, whereas the Enterprise Edition does.

​1.4.2 - If the client chooses the Enterprise Edition, the ARXI implementation proposal will be supplemented by the licensing proposal previously negotiated between Odoo and the client.

1.5 - Assignment of Admin Access and Odoo License Management

​1.5.1 - As part of the Odoo implementation, the client agrees to assign a user license with administrative permissions (admin) to ARXI to ensure proper configuration, maintenance, setup, and technical support.

​1.5.2 - Clients may only request admin-level access through a formal and justified request explaining the operational reasons. ARXI reserves the right to evaluate and approve or reject the request based on the project nature, risk level, and support plan in place.

​1.5.3 - Clients with systems certified for billing in Portugal under the Portuguese Tax Authority (AT) regulations may not have direct admin access to the Odoo database. This restriction ensures:

• The integrity and inviolability of fiscal records (as required by Ordinance No. 195/2020 and Decree-Law No. 28/2019);
• Full traceability of operations (access logs and audit trail);
• Compliance with SAF-T(PT) file requirements and other legal obligations.

​1.5.4 - Violation of this policy, including unauthorized admin access by the client or third parties, will result in loss of fiscal and technical compliance. ARXI disclaims any legal, fiscal, or operational liability resulting from such actions.

1.6 - ARXI’s implementation will begin only after the client signs the Odoo licenses, enabling the generation of the activation key for the client’s instance.

1.7 - The budget presented is based on the initial requirements shared by the client. Any changes or additions to these requirements may result in revised timelines, costs, and technical efforts. All scope changes must be formalized in writing and are subject to client approval. All time allocated by ARXI team members is recorded and billed according to the implementation methodology outlined in Section 4.

2 - ARXI PT / AO LOCATION

2.1 - Arxi provides, through an internally developed solution, the Certification of the Portuguese Tax and Customs Authority for the Sales, Invoicing, and Accounting functionalities in Odoo, in compliance with the applicable legislation.

2.2 - The update and maintenance of the Certification are included, in accordance with the legal obligations defined in the applicable decrees.

​2.3 - The Arxi Localization follows the specifications and limitations described in this document, and is updated according to the applicable Portuguese legislation.

2.4 - Exclusions related to the Certification:

• • Modification of certified document templates.
  • Import of fiscal documents not included in the SAF-T file.
  • Import of historical data beyond what is defined in ARXI's standard table (contacts and products).

3 - INTRA AND EXTRA-COMMUNITY EXTERNAL LOCATIONS

3.1 - Arxi will proceed with the installation of the official localization package provided by Odoo SA. The configuration and adaptation to local regulations will be the responsibility of the client.

3.2 - If specific functionalities related to the legislation or local practices of a particular country are required, the client must identify and hire a local partner. In such cases, the relationship will be governed by the terms and conditions, as well as the pricing, defined by that partner.

4 - IMPLEMENTATION MODEL AND PHASES

4.1 - The methodology adopted by ARXI for its implementation projects is based on the AGILE model.

​  4.1.1 - The AGILE methodology is based on dividing the project into short and iterative work cycles, known as sprints, with an average duration of 3 weeks. This approach enables more effective priority management, continuous communication with the client, and the agile introduction of changes whenever necessary, promoting flexibility and constant alignment with the project goals.

​ ​4.1.2 - The implementation includes the installation and basic configuration of the Odoo applications included in the approved quotation. This configuration follows the tool's native functionalities, as documented on odoo.com,  and does not include custom developments. After this initial setup, training will be provided to the client’s designated contact person (SPOC), enabling them to independently carry out additional configurations within the limits of standard functionality.

​4.2 - The implementation process begins after the quotation is approved and the corresponding invoice is paid. Once confirmation of the order is received (with payment completed), ARXI reserves a period of up to 15 (fifteen) business days to carry out the internal project handover from the commercial department to the operational team responsible for execution.

4.3 - The Project Manager is appointed within the timeframe established in point 4.2 and will be responsible for the personalized monitoring of the project, ensuring its execution in accordance with the defined objectives.

​ ​4.3.1 - During this period, the Project Manager will conduct an initial alignment call (kick-off call), with the aim of preparing and scheduling the formal project kick-off meeting.

4.3.2 - The project kick-off meeting marks the official start of the operational phase. In this session, the representatives of both parties (ARXI team and client team) are introduced, the project objectives are reviewed, the work plan is validated, and the next steps are defined

​4.4 - During the implementation, the following stages and working rules always apply based on the AGILE methodology: www.arxi.pt/metodologias-de-implementacao 

​4.5 - If travel to the Client's premises is required, a per-kilometre rate applies, according to the quoted amount, to be considered for travel that is previously agreed upon by the Client.

​4.6 - The project closure (Go Live) is defined by the Project Manager in coordination with the client's SPOC, once both parties confirm that the initially agreed scope has been fully implemented and is in production. If significant scope changes occur during the project, the closure will be redefined according to the new conditions.

​4.7 - After the Go Live date, the client is granted a 15-calendar-day adaptation and validation period in a live environment, at no additional cost.

4.8 - Once the warranty period ends, a support and/or maintenance contract must be activated with the commercial team ([email protected]), thus ensuring continued follow-up and support in the daily use of the system.

4.9 - During the 15-day adaptation period referred to in the previous point, ARXI guarantees functional support for clarifying doubts, minor configuration adjustments, and joint validation of system behavior in a live environment. This period does not include additional developments, changes to the initially approved scope, or extra training outside the original plan. If needs arise outside this framework, they will be analyzed and handled within the scope of a support contract or as a new formal request.

5 - CUSTOM DEVELOPMENTS AND INTEGRATIONS

5.1 - The ARXI team may analyze and propose solutions for integrations with software external to the Odoo ecosystem, as well as develop specific functionalities tailored to the client's needs. All presented quotations include reference amounts for custom developments and integrations, which are available for consumption under a TOT (Timesheet on Task) model.

5.1.1 - If small additional needs arise during the implementation (up to 10 hours), the operational team may address them using the time initially allocated. This consumption will be considered a deviation from the initial plan, as the originally budgeted time will be redirected to perform extra tasks. The execution of these tasks is always subject to prior approval by the client through the Project Manager.

 5.1.2 - If, after technical analysis, the need exceeds 10 hours, a new quotation will be issued by ARXI’s commercial department based on the effort estimate validated by the technical team.

 5.1.3 - The time spent on the technical analysis of potential developments will be counted as project management, regardless of whether the development is approved or carried out by the client.

5.2 - The maintenance and error resolution for custom developments can be ensured through one of the following options:

 5.2.1 – An active recurring maintenance contract after delivery, which includes support for updates (e.g., migrations) and is adjustable based on any new developments performed;

 5.2.2 – A pre-paid support hour package or support plan.

5.3 - Each delivery of developed code in a production environment includes a 15-business-day warranty period during which ARXI provides technical or functional interventions whenever necessary. After this period, any new intervention will be covered under an active support or maintenance contract.

5.4 - All custom developments require ongoing maintenance, subject to additional costs, which must be formally contracted through a support or maintenance agreement.

6 -  BUG FIXING SERVICE

6.1 - A bug is a term used in the field of software development to describe a flaw or error in a program or application's code that causes unexpected or incorrect behaviors and results, preventing the application from functioning properly. The bug fixing process involves identifying, analyzing, and resolving the issue in order to restore the system's correct functionality.

6.2 - Bugs detected in the Odoo base software are reported to Odoo S.A. through official channels, and it is the responsibility of Odoo to analyze, correct, and provide the corresponding update.

6.3 - If the client requires a faster resolution for an identified bug, ARXI may intervene directly, provided there is an active support contract that covers this type of intervention.

6.4 - Odoo performs regular updates that may affect custom developments implemented specifically for the client. ARXI is not responsible for any changes or impacts resulting from these updates, as they are external actions beyond its control. Any correction or adjustment required due to such updates will be handled under an active support or maintenance contract and will be subject to the corresponding billing.

7 – THIRD PARTY APPS by ODOO -See page

7.1 - ARXI reserves the right, in agreement with the client, to analyze and propose external solutions to Odoo’s native functionality through the Odoo App Store platform. ​

 7.1.1 - These third-party applications may be adopted as a viable solution to meet specific project needs not covered by Odoo’s standard configuration.

7.2 - The client will be informed about the suitability of the third-party application for the identified need, including its acquisition cost and the estimated hours required for installation, configuration, and testing.

​  7.2.1 - The costs related to the acquisition of the application, as well as the hours required for its implementation, are the client's responsibility and will be billed under a development line.

 7.2.2 - The need to acquire a third-party application may be identified during two distinct phases of the project:

During the initial requirements gathering: In this case, the application will be included in the quotation presented to the client, and the installation and configuration hours will be accounted for in the quoted lines.

During project execution: If the need is identified at this stage, the operational team will forward the request to the commercial team, which will send the client a proposal including the application cost and the estimated effort required for its implementation.

 7.2.3 - If the need for a third-party application is identified during project execution, its acquisition will only be made after formal acceptance of the quotation by the client and payment of the corresponding invoice. This condition ensures proper planning and resource allocation for the application’s implementation.

7.3 - ARXI commits to reporting any bugs identified in third-party applications to the respective provider. The hours used in this process will be deducted from the implementation line or from the active support package. ​

​  7.3.1 - Bugs identified in third-party applications may be resolved directly by the application’s provider, in which case the client will be subject to the timelines and conditions defined by that provider. ARXI is not responsible for any delays or limitations in this process, as these are external factors beyond its control.

 7.3.2 - Bugs identified in third-party applications may also be resolved by ARXI, with prior authorization from the client. In such cases, the fix will be carried out using technical hours from the approved development line, and may lead to deviations from the initial planning and budget, as this is an unplanned intervention not foreseen in the requirements gathering.

7.4 - All functional limitations inherent to the acquired third-party application are not the responsibility of ARXI. If any adaptation, correction, or extension of the connector is required and not provided by the application’s supplier, ARXI’s intervention will be subject to billing based on the applicable workload.

8 - VERSION UPDATES AND MIGRATIONS

8.1 - The update of the native Odoo system version is guaranteed by Odoo S.A., at no additional cost, under the subscription contract with Odoo itself.

​  8.1.1 - In cases where there are custom developments, their version upgrade is not included in Odoo’s standard upgrade service and entails an additional cost, calculated based on the volume of code to be migrated (per 100 lines of code). This cost will be assessed at the time of migration if there is no active maintenance contract with ARXI.

 8.1.2 - Even when there is an active maintenance contract, it may require review or extension if the volume, complexity, or accumulated changes in the developments exceed the initially planned scope. In such cases, additional billing may apply at the time of migration, subject to prior assessment and client approval.

8.2 - The version update of ARXI’s certification module is ensured by ARXI, with a minimum frequency of every 2 years, at no additional cost.

8.3 - The version update of third-party applications depends on the availability of updated versions on the Odoo App Store. The upgrade cost is defined per version and is subject to the pricing established by the respective vendor on the Store.

8.4 - The version update of applications developed by ARXI depends on their availability for the new version and involves a per-version cost, according to the current price list.

8.5 - In the context of version updates, if the client wishes to keep the current environment intact during the migration process, they must purchase a new testing environment directly from Odoo S.A.

8.6 - For the purpose of functional validation of the new version prior to the update, the client may use the resources made available by Odoo, namely through the platform ​ runbot.odoo.com.

9 - TRANSLATION

9.1 - Within the scope of the ARXI Localization, only translations of fiscal documents in Portuguese (PT-PT) and English (PT-ENG) are supported. Translations into other languages are the responsibility of the client. ​

​  9.1.1 - ARXI may provide an additional translation service for other languages, upon request and subject to a specific quotation.

9.2 - ARXI commits to ensuring the translation of internally developed content within the scope of the contracted project, guaranteeing its availability in the languages agreed with the client.

9.3 - In the case of standard Odoo functionalities (Odoo base), ARXI may submit a translation request through the collaborative platform Transifex, which is officially used by Odoo S.A. However, the actual translation will depend on acceptance and subsequent integration by Odoo, and ARXI is not responsible for their response time or implementation. 

10 - EXCLUSIONS

10.1 - During the course of the implementation, any change to the initially quoted scope will require a reassessment of the workload and may lead to a revision of the budget. All elements or needs not explicitly covered in the previous sections are considered excluded from the proposal.

10.2 - Among the elements typically excluded from the initial proposal are, by way of example:

• Development of websites or web design;
• Integration of e-commerce platforms (e.g., Shopify, WooCommerce, Magento);
• Configuration and activation of payment methods (e.g., MB Way, Stripe, PayPal);
• Modification of certified document templates (e.g., invoices, delivery notes);
• Among others.

10.3 - Any additional request will be formalized and submitted to ARXI’s commercial team, which will issue a separate proposal for the client’s evaluation and approval. 

11 - ADDITIONAL INFORMATION

11.1 - For the purpose of importing contacts and products, template tables provided by ARXI must be used, ensuring the correct structuring of the information. If the client wishes ARXI to carry out prior data processing (organization and adaptation to the template tables), this work will be considered implementation effort, subject to time tracking and billing for the corresponding hours.

11.2 - The time spent by ARXI team members (Project Manager, functional consultant, or developer) in implementation meetings, as well as in responding to questions via email, phone, or video call, will be deducted from the contracted workload as part of project management. Time will be recorded in minimum intervals of 15 minutes per team member involved, whenever such support is requested by the client.

11.3 - Whenever a support request (functional or technical) is made, ARXI reserves the right to charge a minimum time of 15 minutes per request, corresponding to the time required for analysis, diagnosis, and initial response. This time will be tracked and deducted from the active support contract, a prepaid hours package, or billed ad hoc, depending on the agreement in place with the client.

11.4 - For mass email sending, and for reasons related to reputation and spam control, the use of a dedicated mass mailing server (e.g., Mailjet) is recommended. Odoo has a native daily sending limit of between 200 and 400 emails, and integration with external providers is possible through direct configuration. The subscription and cost of the service are the responsibility of the client and must be contracted directly with the solution provider. 

12 - COSTS AND PAYMENTS

12.1 - The estimated costs for the project implementation are outlined in the quotation approved by the client.

12.2 - The initial quotation exclusively covers the functional and technical scope defined between the client and the ARXI team, based on the information gathered during requirements meetings, documentation provided by the client, and clarifications given during the analysis phase. Any need not expressly detailed in the initial quotation is considered out of scope (excluded) and will be subject to further analysis and, when applicable, to the issuance of a separate supplementary quotation, the execution of which depends on the client’s formal approval. The implementation of additional requirements will only take place after the formal acceptance of the quotation and in accordance with the payment terms in effect. ​

12.3 - Additional costs not foreseen in the initial quotation may be invoiced for extraordinary work carried out by the implementation and/or development team, provided they are previously approved by the client. Examples include: acquisition and integration of third-party applications, technical or functional consulting services, custom developments and website development, specific configurations, custom reports, non-standard flows, adjustments resulting from process changes by the client after the project has started, among others.

12.4 - The evaluation of new client needs (requirements gathering) may incur a cost, depending on the complexity of the technical or functional analysis involved. Likewise, time consumed in project monitoring and management (as mentioned in point 11.2) will be tracked according to the current working methodology, referenced in point 4.

12.5 - ARXI reserves the right to suspend the provision of services, support, and updates in the event of overdue invoices, including the deactivation of specialized services, such as PT certification or any services developed and maintained by ARXI.

12.6 - For any matters related to payments, terms, invoices, or fees, the client should contact ARXI’s finance team directly at: [email protected].​

13 - CANCELLATION AND REFUND POLICY

13.1 - All service and subscription sales are considered final and non-refundable after contracting and activation.

13.2 - If the client chooses to cancel all or part of the services provided by ARXI before the end of the contracted period or the current billing cycle, no refund, proportional return, or credit will be issued for the remaining time.

13.3 - If the client cancels a project during a work cycle, the time effectively consumed up to the cancellation date will be invoiced, including all hours logged by the teams involved (consultants, technicians, project managers), according to the current pricing table.

13.4 - The non-use of contracted services, at the client’s initiative, does not entitle the client to any refund, credit, or financial compensation.

13.5 - ARXI reserves the right to suspend or unilaterally cancel the contracted services in the event of contract breach, failure to meet legal obligations, or payment delays exceeding 30 days. In such cases, no amounts already paid will be refunded. 

13.6 - In exceptional situations, and provided they are duly justified by the client, ARXI may, on a purely commercial basis and without establishing precedent, assess requests for credit or compensation. Acceptance of such requests is optional and does not alter the terms of this policy. 

14 - ACCEPTABLE USE

14.1 - The client agrees to use the services provided by ARXI fairly, ethically, and exclusively for their own personal or professional purposes. It is strictly prohibited, without prior written authorization from ARXI, to:​

• Transfer, assign, or sublicense the services to third parties;
• Resell the services, in whole or in part, to other users or entities;
• Offer additional services in conjunction with the services provided by ARXI;
• Publish or share links to third-party websites without first ensuring compliance with their respective terms and conditions.

14.2 - Failure to comply with this policy may result in the immediate suspension of services and/or termination of the contract, without prejudice to any legal liability.

15 -  LIMITATION OF LIABILITY

15.1 - The client acknowledges and agrees that ARXI shall not be held liable for any indirect losses or damages, including but not limited to loss of profits, business interruption, data loss, operational failures, or any other harm resulting from the use of our services. Additionally, ARXI is not responsible for losses or damages arising from temporary or extended service unavailability, regardless of the reason. In any of these cases, the client may choose to terminate the contract, and ARXI’s maximum liability shall be limited to the amount actually paid for the services provided up to that date.

16 - INDEMNIFICATION

16.1 - The client agrees to compensate and hold ARXI harmless, including its directors, employees, and representatives, from and against any losses, claims, costs, damages, or liabilities arising from or related to:

• The misuse of the services; ​
• Violations of third-party rights;
• Any breach of the terms of this Agreement.

17 - PROHIBITION OF SOLICITATION OR HIRING

17.1 - Unless expressly and previously authorized in writing by the other party, neither party (nor its affiliates, partners, or representatives) may, directly or indirectly, solicit, hire, or attempt to hire any employee of the other party involved in the execution of the services under this Agreement, during its term and for up to 12 months after its termination (whether by cancellation or expiration). Breach of this clause will result in the payment of compensation in the amount of €30,000.00 (thirty thousand euros) per affected employee, as a penalty for the violation.

18 - MODIFICATION OF SERVICE TERMS

18.1 - ARXI reserves the right to modify these Terms and Conditions at any time, in order to reflect legal changes, operational improvements, contractual adjustments, or the evolution of the services provided.

18.2 - The changes will take effect from the date indicated in the updated version, which will be published on ARXI’s official website () ​or through another digital channel previously agreed upon with the client.

18.3 - Whenever there are substantial changes that affect the client’s rights or obligations, ARXI commits to notifying the client through one of the following means:

• Sending a formal communication by email to the email address provided by the client;
• Or publishing a notice in the client’s reserved area, or through another contractually valid means.

18.4 - Continued use of the services after the changes take effect will be considered implied acceptance of those changes. If the client does not agree with the new terms, they must notify their opposition in writing within a maximum of 10 business days, which may result in contract termination under the terms defined in the agreement.

18.5 - The most up-to-date version of the Terms and Conditions will always be available at:

👉 https://www.arxi.pt/termos-de-servicos-e-condicoes-gerais