Agreement to the Terms of Service and General Conditions
Note:
Updated on the 07th of september of 2023
Agreement Duration:
The duration of this Agreement will be specified in writing upon the execution of this Agreement, commencing on the date of execution. This Agreement is automatically renewed for an equal period unless either party provides the other with written notice of termination with a minimum of 30 days before the end of the period.
Description of Services:
Arxilead - Tecnologia e Gestão, Lda offers a variety of services on the website www.arxi.pt. These services can be accessed online using an Internet browser supported by these services. These services include modules related to Integrated Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), Project Management, Human Resources Management, Accounting, Sales, Customer Support and Production. Arxilead - Tecnologia e Gestão, Lda reserves the right to add or remove additional service modules in the future.
Acceptance of Terms:
You must be of legal age to accept the terms of this agreement. You can accept the Terms by signing the proposal, indicating your acceptance of the conditions. Furthermore, you are explicitly agreeing to the Terms of this agreement as soon as you start using the services.
1 - ODOO IMPLEMENTATION VARIABLES
1.1 - Arxi has the capability to implement, manage, and/or support the latest version of Odoo as well as the three previous versions.
1.2 - Regarding the hosting of Odoo instances, for Enterprise clients, Arxi operates with https://odoo.sh/, subscribed to directly by the client to Odoo SA, in accordance with their Terms and Conditions. Nevertheless, there is also the option to work under SaaS hosting (for Enterprise clients) or On-Premise, with Arxi understanding with the client which option is best.
1.2.1 - Maintenance of servers and/or any action on them, both in https://odoo.sh/ hosting (including SaaS) and On-Premise, is not the responsibility of Arxi.
1.3 - After the negotiation process, both parties are mutually aware of the applications that will be installed and configured, also detailed in the approved budget, tailored to the client's needs.
1.4 - There are two versions of Odoo: Odoo Enterprise and Odoo Community. Arxi is prepared to perform Odoo implementations in both versions. The differences between these two versions can be found here, on the Odoo SA website.
1.4.1 - The Community edition does not require licensing, unlike the Enterprise edition, which requires the purchase of licenses.
1.4.2 - In the Arxi implementation proposal, if the edition is Enterprise, the Odoo SA licensing proposal is added.
1.5 - For the Arxi implementation service to commence, it is necessary for the client to sign the Odoo licenses so that the activation key of the instance can be generated.
1.6 – The budget presented and awarded is merely an estimate, based on the client's initial assumptions. All the time dedicated and allocated to the project by ARXI team resources is recorded in the project and communicated to the client as billable time, in accordance with the implementation methodology referred to in point 4.
2 - ARXI PT / AO LOCATION
2.1 - Arxi provides, as a result of its own development, Certification from the Tax and Customs Authority for Sales and Invoicing operations within Odoo, in accordance with current legislation.
2.2 - The updating and maintenance of Certification are included, in accordance with the prevailing decrees.
2.3 - Arxi Location is governed by the information described here.
2.4 - Exclusions related to Certification:
Modification of certified document templates.
Importation of fiscal documents not included in SAF-T.
Importation of historical customer data, in addition to contacts and items (predefined ARXI table).
3 - INTRA AND EXTRA-COMMUNITY EXTERNAL LOCATIONS
3.1. - Arxi will handle the installation of the location package provided by Odoo SA, with the client being responsible for its installation and configuration in accordance with local regulations.
3.2. - For additional functionalities specific to each country, a local partner should be identified, with the client bound by their Terms and Conditions and pricing.
4 - IMPLEMENTATION MODEL AND IMPLEMENTATION PHASES
4.1 – The implementation methodology used by Arxi is the AGILE method.
4.1.1 – The AGILE methodology is characterized by dividing each project into small parts (sprints) that are completed every 3 weeks. This makes it simpler to understand priorities and introduce changes in the project's development, if necessary.
4.1.2 - Implementation includes the native installation and configuration of the Odoo applications considered in the approved budget. This involves basic configuration according to the documented capabilities on https://odoo.com/ (without development), followed by training of the client's point of contact within the client's company (SPOC) for additional configuration autonomy.
4.2 – After the budget approval and the initial payment, the implementation process begins internally.
4.2.1 – With the completed adjudication, there is a period of 15 (fifteen) business days for the entire allocation process of the project from the commercial department to the operational department of Arxi.
4.3 – The Project Manager is assigned within the period stipulated in 4.1.1, who will provide personalized project oversight.
4.3.1 – During the period specified in 4.1.1, there will be a kick-off call by the new Manager, which will subsequently lead to a kick-off meeting being scheduled.
4.4 – During implementation, the following steps and working rules always apply with the AGILE method: https://www.arxi.pt/metodologias-de-implementacao
4.5 - If there is a need to travel to the client's premises, a per-kilometer fee applies, as specified in the budget, to be considered for pre-approved travel by the client.
4.6 – Project closure (Go Live) is defined by the Project Manager and SPOC when they determine that the initial scope of the project is in a production environment. If the project scope changes significantly during the course of the project, the project definition is also changed accordingly.
4.7 - After the Go Live date, the customer is given a 15-day period of adaptation and validation in a real environment, at no additional cost. After this period, a support and/or maintenance contract must be activated with the sales team (https://[email protected]/) to guarantee continuity of support in the daily use of the system.
5 - CUSTOM DEVELOPMENTS AND INTEGRATIONS
5.1 - The Arxi team may assess potential integrations with software external to the Odoo reality, as well as respond to the need for custom development for specific Odoo processes. All quotes indicate reference values for custom developments and integrations, available for TOT (timesheet on task / time and materials) consumption.
5.1.1 - In the event of small needs arising during the project implementation, a TOT line will always be opened and used for consumption and billing at the end of the sprint (small consumption up to 10 hours, when previously approved by the client to the PM).
5.1.2 - In case, after analysis, high development needs (more than 10 hours) are identified, a new quote will be sent by Arxi's commercial department, with a real evaluation of the hourly effort to be applied by the technical team.
5.1.3 - The time spent on the technical analysis of potential development needs is consumed in project management, regardless of whether the development is approved by the client.
5.2 - The maintenance and resolution of bugs/errors in custom developments are supported in one of the following ways:
5.2.1 – Active recurring maintenance contract, after the respective deliveries (including and safeguarding migrations), subject to periodic updates with new added custom developments.
5.2.2 – Prepaid package of support hours.
5.3 - With each delivery into production, if there is developed code, there is a guarantee period of 15 working days for any possible need for technical or functional intervention. After this period, any need for technical or functional intervention will be dealt with under an active support or implementation contract.
5.4 - Any tailor-made development implies subsequent maintenance, which requires additional costs reflected in a support contract or maintenance contract.
6 - BUG FIXING SERVICE
6.1 - A bug is a term used in the field of software development to describe an error, flaw or defect in the code of a program or application that causes unwanted behavior or incorrect results. In other words, a bug is a problem that prevents the software from working as expected or performing its functions correctly. The bug fixing process involves identifying, isolating and resolving these problems to ensure that the software functions properly.
6.2 - For the resolution of bugs in the Odoo software, the respective requests are opened to Odoo, and the company is responsible for responding, correcting and updating the system.
6.3 - If the customer requires a faster resolution, Arxi may carry it out under a support contract.
6.4 - Odoo carries out constant updates which may have an impact on customer developments. Any changes resulting from updates will be resolved under an active support or maintenance contract.
7 – THIRD PARTY APPS by ODOO -See page
7.1 – Arxi reserves the right, in agreement with the customer, to search for and evaluate processes outside of what Odoo is natively prepared for, through the Odoo App Store platform.
7.1.1 – These Apps may become the solution to a need in the Odoo implementation, which the ERP does not have available with the basic configuration
7.2 – The customer will be informed whether the third party app meets what they are looking for and will be informed of its price, as well as the number of hours required to install and configure it.
7.2.1 – The price and hourly charge for installing/configuring the third party app is borne by the client under a development line.
7.3 - Arxi undertakes to the customer that bugs found in the purchased apps will be reported to the supplier (by ARXI or the customer), and implementation hours will be used for this purpose.
7.3.1 – For all bugs verified and resolved by ARXI, with the customer's approval, (technical) hours purchased by the customer will also be used.
7.4 - All limitations to the functionality of the third party app purchased are not ARXI's responsibility, and any need to adapt the connector will be charged the necessary hourly rate, as well as any bug fixes if the supplier does not support it.
8 - VERSION UPDATES AND MIGRATIONS
8.1 - The version update of the native Odoo system is guaranteed by Odoo SA at no additional cost.
8.1.1 - The version update of custom developments has an associated cost per 100 lines of code, which will be assessed at the time of migration if there is no active maintenance contract.
8.2 - The ARXI certification module version update is guaranteed by ARXI, at least every 2 years and at no additional cost.
8.3 - The version update of third-party applications depends on their availability in the App store, and has an associated cost per version published in the Store.
8.4 - The version update of ARXI applications depends on their availability on ARXI, and has an associated cost per version according to the table in force.
8.5 – No contexto de update de versão o cliente deve adquirir novo ambiente de testes junto da Odoo se pretender manter o ambiente atual intacto.
8.6 - To test the new version before the update, you should use the Odoo resources (runbot.odoo.com)
9 - TRANSLATION
9.1 - Localization Translations - ARXI only supports PT-PT and PT-ENG translations of tax documents, and translations into other languages will have to be supported by the client.
9.1.2 - ARXI can provide translation services for other languages on request.
9.2 – In the case of Odoo translations (native), if the translation (PT-PT) does not exist, it can be carried out by ARXI, with no deadline for resolution (depending on Odoo), and the necessary workload in the current project will be consumed.
9.3 – Also for Odoo translations (native), if the client requests a change to an existing translation, the number of hours of technical maintenance required will be charged.
10 - EXCLUSIONS
10.1 - In the course of an implementation, for any and all changes to what was considered at the time of the quote, there will have to be a reassessment of the workload, so anything not mentioned in the previous points is not considered to be included (e.g. website/webdesign development, e-commerce integration, payment method setup, changes to certified document templates, etc.)
11 - ADDITIONAL INFORMATION
11.1 - For the import of contacts and articles, model tables supplied by ARXI are used for the correct import of information. If the client wants the tables to be processed by our company in order to be placed in the ARXI model, hours of implementation will be accounted for and invoiced.
11.2 - The time spent by the Project Manager, functional technician or programmer in implementation meetings and/or answering questions raised by email, telephone or online meeting in the implementation process will be deducted from the project as project management, in 15-minute installments, by the employee assigned to the process (if requested by the client).
11.3 - To send mass emails, for spam reasons, it is advisable to have a mass mailing server (e.g. Mailjet), since Odoo only allows 200 to 400 to be sent per day. Integration into Odoo is straightforward and only requires configuration. The cost is contracted directly with the server.
12 - COSTS AND PAYMENTS
12.1 - The estimated costs inherent to implementation are set out in the approved budget.
12.2 - Additional costs may be invoiced, not provided for in the budget, for work carried out by the implementation and development team, taking into account additional needs identified and carried out during implementation and approved by the client, such as: third-party applications, consultancy services, bespoke development, website development.
12.3 - The need to assess new client needs (requirements gathering) is charged according to the need for analysis (technical or functional) during the course of the project. As well as the other consumables (11.2), in accordance with the working methodology in force referred to in point 4.
12.3 - ARXI reserves the right to cancel the provision of services and support for non-payment of outstanding invoices, and may inactivate specialized services such as PT certification, or other Arxi proprietary services.
12.4 - For any questions regarding fees and payments, the customer should contact [email protected].
13 - CANCELLATION AND REFUND POLICY
13.1 - All sales are final. If you choose to cancel our services at any time, you will not be refunded the amount corresponding to the time remaining in your billing cycle.
14 - ACCEPTABLE USE
14.1 - You agree to use the services fairly for personal or professional use. You may not transfer our services to third parties. You may not resell our services to other users without prior written permission from Arxi. You may not provide additional services in conjunction with our services without prior written permission from Arxi. You may not publish links to third party websites without agreeing to their terms and conditions.
15 - LIMITATION OF LIABILITY
15.1 - You agree that Arxi shall not be liable for any loss or damage relating to loss of business profits, business interruption, loss of information or any other type of direct or indirect loss resulting from the use of our services. Furthermore, Arxi shall not be liable for any loss or damage arising from the prolonged unavailability of our services for any reason whatsoever. In such cases, you may choose to cancel our services. In all such cases, our liability will be limited to the fees you have paid for our services.
16 - INDEMNIFICATION
16.1 - You agree to indemnify and hold Arxi harmless, its officers, directors and employees, from and against any losses and damages arising out of or in connection with any allegations that you have used the Services in violation of another party's rights under the terms of this Agreement.
17 - PROHIBITION OF SOLICITATION OR HIRING
17.1 - Except where the other party consents in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is engaged in the performance or use of the Services under this Agreement, during the term of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In the event of a breach of the terms of this section leading to the termination of such employee for this purpose, the breaching party undertakes to pay the other party a sum of EUR (€) 30 000.00 (thirty thousand euros).
18 - MODIFICATION OF SERVICE TERMS
18.1 - Arxi reserves the right to modify the Terms of Service from time to time. We will notify you of any modifications to our Terms of Service. If you do not accept the modified Terms of Service, you may choose to discontinue using our services. If you choose to continue using our services, you explicitly agree to our new modified Terms of Service.