This Service Agreement (“Agreement”) applies to all hosting services provided by Odoo Infinity (“Provider”), as outlined in the service plan(s) selected by the Customer. By accessing and using the hosting services provided by Odoo Infinity, the Customer agrees to comply with the terms and conditions herein.

1. Services

The Provider agrees to deliver Odoo hosting services as specified in the selected hosting plan, including server deployment, software setup, and ongoing support services. Any customizations, additional modules, or consulting services will be provided as specified in a separate Statement of Work (SOW) or service plan agreement.

2. Payment Terms

• Payment Schedule: All invoices are due and payable within 30 days from the date of invoice issuance. Failure to pay may result in suspension of services until payment is received.
• Late Payments: Provider reserves the right to suspend or terminate services for overdue payments and retain all rights to any deliverables for which payment is outstanding.
• Service Fees: Service fees are detailed in the Customer’s chosen hosting plan. Provider may adjust service fees with prior notification to the Customer at least 30 days before the change takes effect.

3. Confidentiality

Both parties agree to protect the confidentiality of information shared during the course of service, including but not limited to software configurations, business plans, customer data, and technical specifications.

• Exclusions : Confidential information does not include information that (i) is public knowledge; (ii) is independently developed by the Receiving Party without use of Confidential Information; (iii) is lawfully obtained from a third party without restriction; or (iv) must be disclosed by law or court order (with advance notice given to the Disclosing Party, if permitted).
• Use of Confidential Information : The Receiving Party agrees not to disclose or use Confidential Information except as necessary to fulfill its obligations under this Agreement or as otherwise permitted in writing by the Disclosing Party.

4. Limitation of Liability

The total liability of the Provider under this Agreement, regardless of claim type (e.g., contract, tort, negligence), shall be limited to the fees paid by the Customer for the specific services giving rise to the claim. The Provider is not liable for indirect, incidental, or consequential damages, including loss of profits or business, even if advised of the possibility of such damages. This limitation applies even if any limited remedy fails of its essential purpose.

5. Data Security and Backup

Provider implements industry-standard security measures to protect hosted data but cannot guarantee absolute security. Regular data backups are performed, and Customers are responsible for ensuring any critical data not covered by the Provider's backups is securely stored on their own systems.

6. Termination and Suspension

• Termination by Either Party : Either party may terminate this Agreement with sixty (60) days’ written notice.
• Termination for Cause : Either party may immediately terminate this Agreement if the other party breaches a material term and fails to remedy the breach within thirty (30) days of receiving notice.
• Effect of Termination : Either party may immediately terminate this Agreement if the other party breaches a material term and fails to remedy the breach within thirty (30) days of receiving notice.

7. Independent Contractor Status

The Provider operates as an independent contractor and is not an agent, partner, or employee of the Customer. This Agreement does not establish a joint venture or similar relationship.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction in which the Provider operates. Any disputes arising under this Agreement shall be resolved through mediation or arbitration, as mutually agreed upon by the parties.

9. Modifications to Terms

The Provider reserves the right to update or modify these terms with 30 days’ notice to the Customer. Continued use of services following any changes to the Agreement will be deemed acceptance of the updated terms.