By subscribing the migration contract for Odoo Enterprise instances, provided by ARXILEAD, Lda., a limited liability company with the unique registration and legal entity identification number 513 942 220, hereinafter referred to as Arxi, the customer agrees to be bound by the terms and conditions set out on this page.
1. Objective
These Terms & Conditions govern the provision of the Odoo Enterprise version migration service (‘Software’) provided by Arxilead – Tecnologia e Gestão, Lda. (‘Arxi’), hereinafter referred to as the Provider, to the Customer, hereinafter referred to as the Contracting Party.
The migration service consists of updating the Customer's Odoo instance from the version currently in use to the desired version, covering the developments, modules, and configurations existing at the date of the proposal, except for the exclusions provided for in this document.
2. Scope of Service
During migration, the compatibility of developments and configurations depends on the technical feasibility of the target version of Odoo, and full (100%) compatibility is not guaranteed.
If Odoo changes, removes, or restricts basic application features, or due to external factors (third-party apps, among others), any adjustments may incur additional costs.
Includes all core Odoo features except those listed in Clause Eight – Exclusions.
The migration covers developments existing at the date of submission of the proposal. Subsequent developments are not included.
All new developments requested by the client will be quoted after the migration is delivered and the warranty period ends, and will be followed up on in the project.
3. Execution and Deadlines
3.1. The execution deadline depends on the Customer's cooperation, namely in the timely completion of validations, tests, and approvals.
3.2. Failure by the Client to provide these elements may result in the extension of the initially planned deadlines, without constituting a breach by Arxi.
4. Arxi's obligations
4.1. Make a backup copy (but do not guarantee data integrity outside the scope) of the current version before migration.
4.2. Performs validation tests and subsequently delivers the testing environment (‘staging’) and, after validation, delivers the production environment.
5. Customer Obligations
5.1. Test workflows in test and production environments, communicating any necessary corrections.
5.2. Reacquire any third-party applications necessary for the new version from suppliers.
5.3. Maintain valid contracts with Odoo S.A. (Enterprise + Odoo.sh) and ensure the acquisition of additional staging environments when applicable.
5.4. Ensure the acquisition of licences, support and maintenance for third-party applications.
6. Inclusions
Includes migration of all Odoo base modules.
Of the modules developed by the First Grantor (excluding the points referred to in the first clause).
Maintain current developments in the version the customer is using.
We only migrate the installed modules.
For third-party modules that do not have a migrated version, we advise the Second Grantor to contact the original supplier. Otherwise, the First Grantor may migrate them, subject to a quote.
Fields and views altered by Studio.
Portuguese and Angolan certification updated.
6.8. Traduções.
Reports already existing in the current version.
Email templates already existing in the current version.
Automated and scheduled actions.
Settings previously made by the First Grantor.
It also includes developments existing at the date of the proposal (except exclusions).
7. Third-Party Apps
7.1. Third-party apps must be repurchased for the target version by the customer.
7.2. Arxi is not responsible for ensuring compatibility, unavailability or failures of third-party suppliers, nor does it include changes to the initial budget.
7.3. Additional licensing, support, and maintenance costs are the responsibility of the customer.
8. Exclusions
8.1. The following are excluded from the migration service:
Creation/updating of documentation.
8.1.2 Formação.
New features, modules, or developments.
8.1.4. Gestão de projeto.
Acquisition and migration of third-party apps.
Correction of errors existing in the current version of the client.
Changes to features that require additional development.
8.1.8. Integrações com softwares externos.
8.1.9. Conectores com apps de terceiros.
8.1.10. Website.
Changes to existing templates (emails, reports, etc.).
Fields changed in the new version by Odoo; the previous behaviour is not restored.
Changes to the Odoo.sh platform, servers, hosting, or Odoo S.A. are not the responsibility of the First Grantor.
Performance or technical limitations introduced by the new version of Odoo are outside the scope.
Pre-existing functional errors are not covered.
Legal or tax changes subsequent to delivery are not included and shall be subject to a new quotation.
9. Warranty
9.1. The warranty only covers migration bugs and not pre-existing errors or new developments.
15-day warranty after delivery of the product.
9.2. Any requests for corrections must be communicated in writing within the warranty period. Requests outside this period will be treated as additional services.
10. Price and Payment Terms
10.1. The total price is stated in the contract proposal.
10.2. Terms of payment:
- 50% at the start of the project.
- 30% upon delivery of the staging environment.
- 20% upon delivery of the production environment.
10.3. Items outside the defined scope will be budgeted separately.
Failure to comply with the payment terms automatically suspends the execution period and may result in suspension of work or the application of penalties.
11. Confidentiality and Data Protection
Both parties undertake to keep confidential all data, code and information obtained during the project, except for information that is already public or obtained legally by other means.
12. Coverage Limit
12.1. This contract is exclusively for migration between the versions indicated by the Customer.
12.2. Does not include new features. Any new requests will be treated as separate projects.
12.3. The customer must maintain valid contracts with Odoo S.A. (Enterprise + odoo.sh). Arxi is not responsible for delays or failures in the provision of Odoo S.A.
13. Applicable Law and Jurisdiction
13.1. These Terms and Conditions are governed by Portuguese law.
13.2. The competent court for settling any disputes is the District Court of Leiria.
14. Final Provisions
14.1. These Terms and Conditions shall come into force on the date of their acceptance by the Customer.
14.2. Any amendment or addendum shall only be valid upon written agreement between the parties.
14.3. These Terms & Conditions supersede any prior unwritten communications between the parties.