5
5
Odoo Enterprise Subscription Agreement
6
6
======================================
7
7
8
- .. note :: Version 7.1 - 2018-03-16
8
+ .. note :: Version 8.0 - 2018-05-22
9
9
10
10
.. v6: add "App" definition + update pricing per-App
11
11
.. v7: remove possibility of price change at renewal after prior notice
12
12
.. 7.1: specify that 7% renewal increase applies to all charges, not just per-User.
13
+ .. v8.0: adapt for "Self-Hosting" + "Data Protection" for GDPR
13
14
14
15
By subscribing to the Odoo Enterprise services (the "Services") provided by Odoo SA and its
15
- affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or
16
- Odoo Community Edition (the "Software"), you (the "Customer") are agreeing to be bound by the
16
+ affiliates (collectively, "Odoo SA") in relation with Odoo Enterprise Edition or Odoo Community
17
+ Edition (the "Software"), hosted on Odoo SA's Cloud platforms (the "Cloud Platform") or
18
+ on-premises ("Self-Hosting"), you (the "Customer") are agreeing to be bound by the
17
19
following terms and conditions (the "Agreement").
18
20
19
21
.. _term :
20
22
21
23
1 Term of the Agreement
22
24
=======================
23
25
24
- The duration of this Agreement (the “Term”) shall be minimally one year and as specified in writing
25
- at the signature of this Agreement, beginning on the date of the signature.
26
+ The duration of this Agreement (the “Term”) shall be specified in writing at the signature of this
27
+ Agreement, beginning on the date of the signature.
26
28
It is automatically renewed for an equal Term, unless either party provides a written notice of
27
- termination minimum 30 days before the end of the Term by registered mail to the other party.
29
+ termination minimum 30 days before the end of the Term to the other party.
28
30
29
31
.. _definitions :
30
32
39
41
40
42
App
41
43
An "App" is a specialized group of features available for installation in the Software,
42
- and listed in the public Pricing section of `Odoo SA's website <https://www.odoo.com >`_ at the
43
- signature of this Agreement.
44
+ and listed in the public Pricing section of `Odoo SA's website <https://www.odoo.com >`_.
44
45
45
46
Bug
46
47
Is considered a Bug any failure of the Software that results in a complete stop, error
51
52
accounting requirements anymore).
52
53
53
54
Covered Versions
54
- All Services provided under this Agreement are applicable only to the Covered Versions of
55
+ Unless specified otherwise, the Services provided under this Agreement are applicable only
56
+ to the Covered Versions of
55
57
the Software, which include the 3 (three) most recently released major versions.
56
58
57
- To be covered by the current Agreement, Customer’s installations have to run the most recent
59
+ To be covered by the current Agreement, the Customer has to run the most recent
58
60
Covered Version at the time of this Agreement’s signature. When this is not the case,
59
61
additional costs are applicable, as described in :ref: `charges `.
60
62
61
63
62
64
.. _enterprise_access :
63
65
64
- 3 Access to Odoo Enterprise Edition
65
- ===================================
66
+ 3 Access to the Software
67
+ ========================
68
+
69
+ The Customer can use the Software hosted on the Cloud Platform, or choose the Self-Hosting option.
70
+ The Cloud Platform is hosted and fully managed by Odoo SA, and accessed remotely by the Customer.
71
+ With the Self-Hosting option, the Customer instead hosts the Software on computer systems of their
72
+ choice, that are not under the control of Odoo SA.
66
73
67
74
For the duration of this Agreement, Odoo SA gives the Customer a non-exclusive, non-transferable
68
75
license to use (execute, modify, execute after modification) the Odoo Enterprise Edition software,
@@ -78,16 +85,16 @@ of the Customer, and to deal with all collected data in compliance with its offi
78
85
Policy, published at https://www.odoo.com/privacy.
79
86
80
87
Upon expiration or termination of this Agreement, this license is revoked immediately and the
81
- Customer agrees to stop using the Odoo Enterprise Edition software.
88
+ Customer agrees to stop using the Odoo Enterprise Edition software and the Cloud Platform .
82
89
83
90
Should the Customer breach the terms of this section, the Customer agrees to pay Odoo SA an extra
84
91
fee equal to 300% of the applicable list price for the actual number of Users and installed Apps.
85
92
86
93
87
94
.. _services :
88
95
89
- 4 Included Services
90
- ===================
96
+ 4 Services
97
+ ==========
91
98
92
99
4.1 Bug Fixing Service
93
100
----------------------
@@ -101,7 +108,8 @@ The Customer understands that Bugs caused by a modification or extension that is
101
108
official Software will not be covered by this service.
102
109
103
110
As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.
104
- If the bug has been addressed in a more recent revision of the Covered Version of the
111
+
112
+ For Self-Hosting, if the bug has been addressed in a more recent revision of the Covered Version of the
105
113
Software used by the Customer, the Customer agrees to update its systems to that revision in order
106
114
to obtain the correction. The Customer will not be asked to upgrade to a more recent Covered
107
115
Version of the Software as a remedy to a Bug.
@@ -113,11 +121,16 @@ Both parties acknowledge that as specified in the license of the Software and in
113
121
section of this Agreement, Odoo SA cannot be held liable for Bugs in the Software.
114
122
115
123
116
- 4.2 Security Advisories Service
117
- -------------------------------
124
+ 4.2 Security Updates Service
125
+ ----------------------------
126
+
127
+ .. _secu_self_hosting :
128
+
129
+ Self-Hosting
130
+ ++++++++++++
118
131
119
132
For the duration of this Agreement, Odoo SA commits to sending a "Security Advisory" to the Customer
120
- for any security Bug that are discovered in the Covered Versions of the Software, at least 2 weeks
133
+ for any security Bug that is discovered in the Covered Versions of the Software, at least 2 weeks
121
134
before making the Security Advisory public, unless the Bug has already been disclosed publicly by a
122
135
third party.
123
136
Security Advisories include a complete description of the Bug, its cause, its possible impacts
@@ -127,6 +140,16 @@ The Customer understands that the Bug and the information in the Security Adviso
127
140
as Confidential Information as described in :ref: `confidentiality ` during the embargo period prior to
128
141
the public disclosure.
129
142
143
+ .. _secu_cloud_platform :
144
+
145
+ Cloud Platform
146
+ ++++++++++++++
147
+
148
+ Odoo SA commits to apply the security remedies for any security Bug discovered in a version of
149
+ the Software hosted on the Cloud Platform, on all systems under its control, as soon as
150
+ the remedy is available, without requiring any manual action of the Customer.
151
+
152
+
130
153
.. _upgrade :
131
154
132
155
4.3 Upgrade Services
@@ -141,7 +164,9 @@ For the duration of this Agreement, the Customer can submit upgrade requests thr
141
164
channel (typically Odoo SA's upgrade service website), in order to convert a database of the Software
142
165
from one Covered Version of the Software to a more recent Covered Version (the "Target Version").
143
166
144
- Upgrade requests must include a complete backup copy of the Customer's database and the
167
+ For the Cloud Platform, upgrade requests are submitted directly from the control panel of the
168
+ Cloud Platform, and do not require any data upload. For Self-Hosting,
169
+ upgrade requests must include a complete backup copy of the Customer's database and the
145
170
associated data (typically obtained from the Backup menu of the Software). Where necessary for data
146
171
security or regulation reasons, the Upgrade Service includes an optional tool to anonymize
147
172
identifiable data inside a database before submitting the upgrade request, and a tool to restore
@@ -177,6 +202,52 @@ technical adaptation of third-party modules installed in the Customer's database
177
202
corresponding data in order to be compatible with the Target Version. The Customer will receive an
178
203
upgraded version of all installed third-party modules along with the upgraded database.
179
204
205
+
206
+ .. _cloud_hosting :
207
+
208
+ 4.4 Cloud Hosting Services
209
+ --------------------------
210
+
211
+ For the duration of this Agreement, when the Customer chooses to use the Cloud Platform,
212
+ Odoo SA commits to providing at least the following services:
213
+
214
+ - Choice of multiple hosting regions (minimum 3: Europe, America, Asia/Pacific)
215
+ - Hosting in Tier-III data centers or equivalent, with 99.9% network uptime
216
+ - Grade A SSL (HTTPS) Encryption of communication
217
+ - Fully automated, verified backups, replicated in multiple regions
218
+ - Disaster Recovery Plan, tested regularly
219
+
220
+ The details of the Cloud Hosting Services are described on the Service Level Agreement page at
221
+ https://www.odoo.com/cloud-sla.
222
+
223
+
224
+ .. _support_service :
225
+
226
+ 4.4 Cloud Hosting Services
227
+ --------------------------
228
+
229
+ Scope
230
+ +++++
231
+
232
+ For the duration of this Agreement, the Customer may open an unlimited number of support tickets
233
+ free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or guidance
234
+ with respect to the use of the standard features of the Software and Services
235
+ (functionalities, intended use, configuration, troubleshooting).
236
+
237
+ Other assistance requests, such as questions related to development, customizations,
238
+ installation for Self-Hosting, or services requiring to access the Customer's database,
239
+ may be covered through the purchase of a separate Service Pack.
240
+ In case it’s not clear if a request is covered by this Agreement or a Service Pack,
241
+ the decision is at the discretion of Odoo SA.
242
+
243
+ Availability
244
+ ++++++++++++
245
+
246
+ Tickets can be submitted online at https://www.odoo.com/help, or by phone directly to the
247
+ various offices, subject to local opening hours.
248
+
249
+
250
+
180
251
.. _charges :
181
252
182
253
5 Charges and Fees
@@ -187,8 +258,7 @@ upgraded version of all installed third-party modules along with the upgraded da
187
258
5.1 Standard charges
188
259
--------------------
189
260
190
- The standard charges for the Odoo Enterprise subscription, the Bug Fixing Service, Security Advisories
191
- Service and the Upgrade Service are based on the number of Users, the installed
261
+ The standard charges for the Services are based on the number of Users, the installed
192
262
Apps, the Software version used by the Customer, and specified in writing at the signature of the Agreement.
193
263
194
264
When during the Term, the Customer has more Users or more installed Apps than specified at the time
@@ -247,8 +317,6 @@ is legally obliged to pay or collect Taxes for which the Customer is responsible
247
317
6.1 Customer Obligations
248
318
------------------------
249
319
250
- .. FIXME: removed the clause about
251
-
252
320
The Customer agrees to:
253
321
254
322
- pay Odoo SA any applicable charges for the Services of the present Agreement, in accordance with
@@ -259,11 +327,22 @@ The Customer agrees to:
259
327
- take all measures necessary to guarantee the unmodified execution of the part of the Software
260
328
that verifies the validity of the Odoo Enterprise Edition usage, as described
261
329
in :ref: `enterprise_access ` ;
262
- - grant Odoo SA the necessary access to verify the validity of the Odoo Enterprise Edition usage
263
- upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
264
330
- appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
331
+
332
+ When the Customer chooses to use the Cloud Platform, the Customer further agrees to:
333
+
334
+ - take all reasonable measures to keep their user accounts secure, including by choosing
335
+ a strong password and not sharing it with anyone else;
336
+ - make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive
337
+ activities, and strictly observe the rules outlined in the Acceptable Use Policy
338
+ published at https://www.odoo.com/acceptable-use.
339
+
340
+ When the Customer chooses the Self-Hosting option, the Customer further agrees to:
341
+
265
342
- take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s
266
343
data is safe and secure, acknowledging that Odoo SA cannot be held liable for any data loss;
344
+ - grant Odoo SA the necessary access to verify the validity of the Odoo Enterprise Edition usage
345
+ upon request (e.g. if the automatic validation is found to be inoperant for the Customer);
267
346
268
347
269
348
.. _no_soliciting :
@@ -312,9 +391,71 @@ The Receiving Party may disclose Confidential Information of the Disclosing Part
312
391
compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of
313
392
the compelled disclosure, to the extent permitted by law.
314
393
394
+
395
+ .. _data_protection :
396
+
397
+ 6.5 Data Protection
398
+ -------------------
399
+
400
+ Definitions
401
+ "Personal Data", "Controller", "Processing" take the same meanings as in the
402
+ Regulation (EU) 2016/679 and the Directive 2002/58/EC,
403
+ and any regulation or legislation that amends or replaces them
404
+ (hereafter referred to as “Data Protection Legislation”)
405
+
406
+ Processing of Personal Data
407
+ +++++++++++++++++++++++++++
408
+
409
+ The parties acknowledge that the Customer's database may contain Personal Data, for which the
410
+ Customer is the Controller. This data will be processed by Odoo SA when the Customer instructs so,
411
+ by using any of the Services that require a database (e.g. the Cloud Hosting Services or
412
+ the Database Upgrade Service), or if the Customer transfers their database or a part of
413
+ their database to Odoo SA for any reason pertaining to this Agreement.
414
+
415
+ This processing will be performed in conformance with Data Protection Legislation.
416
+ In particular, Odoo SA commits to:
417
+
418
+ - (a) only process the Personal Data when and as instructed by the Customer, and for the purpose of
419
+ performing one of the Services under this Agreement, unless required by law to do so,
420
+ in which case Odoo SA will provide prior notice to the Customer, unless the law
421
+ forbids it ;
422
+ - (b) ensure that all persons within Odoo SA authorised to process the Personal Data have committed
423
+ themselves to confidentiality ;
424
+ - (c) implement and maintain appropriate technical and organizational measures to protect
425
+ the Personal Data against unauthorized or unlawful processing and against accidental loss,
426
+ destruction, damage, theft, alteration or disclosure ;
427
+ - (d) forward promptly to the Customer any Data Protection request that was submitted
428
+ to Odoo SA with regard to the Customer's database ;
429
+ - (e) notify the Customer promptly upon becoming aware of and confirming any accidental,
430
+ unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data ;
431
+ - (f) notify the Customer if the processing instructions infringe applicable Data Protection
432
+ Legislation, in the opinion of Odoo SA;
433
+ - (g) make available to the Customer all information necessary to demonstrate compliance with the
434
+ Data Protection Legislation, allow for and contribute reasonably to audits, including
435
+ inspections, conducted or mandated by the Customer;
436
+ - (h) permanently delete all copies of the Customer's database in possession of Odoo SA,
437
+ or return such data, at the Customer’s choice, upon termination of this Agreement,
438
+ subject to the delays specified in Odoo SA's
439
+ `Privacy Policy <https://www.odoo.com/privacy >`_ ;
440
+
441
+ With regard to points (d) to (f), the Customer agrees to provide Odoo SA with accurate contact
442
+ information at all times, as necessary to notify the Customer's Data Protection responsible.
443
+
444
+ Subprocessors
445
+ +++++++++++++
446
+
447
+ The Customer acknowledges and agrees that in order to provide the Services, Odoo SA may use
448
+ third-party service providers (Subprocessors) to process Personal Data. Odoo SA commits to only
449
+ use Subprocessors in compliance with Data Protection Legislation. This use will be covered by a
450
+ contract between Odoo SA and the Subprocessor that provides guarantees to that effect.
451
+ Odoo SA's Privacy Policy, published at https://www.odoo.com/privacy provides up-to-date information
452
+ regarding the names and purposes of Subprocessors currently in use by Odoo SA for the
453
+ execution of the Services.
454
+
455
+
315
456
.. _termination :
316
457
317
- 6.5 Termination
458
+ 6.6 Termination
318
459
---------------
319
460
320
461
In the event that either Party fails to fulfill any of its obligations arising herein, and if such
@@ -345,10 +486,10 @@ Surviving Provisions:
345
486
For the duration of this Agreement, Odoo SA commits to using commercially reasonable efforts to
346
487
execute the Services in accordance with the generally accepted industry standards provided that:
347
488
348
- - the Customer’s computing systems are in good operational order and the Software is installed in a
349
- suitable operating environment;
350
- - the Customer provides adequate troubleshooting information and access so that Odoo SA can
351
- identify, reproduce and address problems;
489
+ - the Customer’s computing systems are in good operational order and, for Self-Hosting, that
490
+ the Software is installed in a suitable operating environment;
491
+ - the Customer provides adequate troubleshooting information and, for Self-Hosting, any access
492
+ that Odoo SA may need to identify, reproduce and address problems;
352
493
- all amounts due to Odoo SA have been paid.
353
494
354
495
The Customer's sole and exclusive remedy and Odoo SA's only obligation for any breach of this warranty
0 commit comments