1. Validity and Scope of the Agreement (Scope of Services)

1.1. The agreement is valid until all contractual obligations are fulfilled, unless the parties have mutually agreed in writing to different termination conditions..

1.2. Changes and additions to the contract are valid only with the written agreement of both parties.

1.3. The Consultant provides the Client with services for Odoo implementation, configuration, customization, data migration, training, and support, as defined in the sales order..

2. Payment Terms

2.1. The payment terms are as follows:

• 30% advance payment before the start of work.
• 40% after the completion of the main features and Client approval.
• 30% after the final delivery of the project and Client acceptance.
  2.2. If the provision of services exceeds the contractual scope, additional work will be billed at an hourly rate, using the Consultant's time tracking system..
  2.3.
  Late payments will incur a penalty in accordance with the Estonian Law of Obligations Act § 113 (1) – at an interest rate of 0.05% per day or at another rate agreed upon by the parties, if permitted by law or contract..
  2.4. If the payment deadline is exceeded by more than 14 days, the Consultant has the right to suspend the provision of services..

3. Software Licenses and Intellectual Property (Software Licensing & IP)

3.1. Odoo Enterprise licenses (if applicable) must be purchased separately by the Client, and their use is subject to the terms of Odoo S.A..

3.2. If the parties have not agreed otherwise, the Consultant grants the Client a perpetual, non-exclusive license to use the specially developed modules for their business needs..

3.3. The Client does not have the right to resell, distribute, or reproduce customized solutions without the Consultant's written consent..

3.4. If the provision of services involves the processing of personal data, the parties agree to comply with the requirements of the General Data Protection Regulation (GDPR) of the European Union. The parties will define the roles of the data controller and the data processor in a Data Processing Agreement (DPA), which will be concluded separately if applicable..

4. Data Migration and Responsibility

4.1. The Consultant assists with data migration, but the Client is responsible for the integrity and accuracy of the data..

4.2. The client must provide correct and structured data in a supported format (CSV, XML, API).

4.3. The consultant is not responsible for data loss if the client has not provided proper backups before data migration..

4.4. The consultant is not responsible for the data quality of old systems or for non-compliance that was not specified in the contract..

5. System Warranty and Support

5.1. The consultant offers a 30-day guarantee after the system is implemented, during which any errors that occurred during the deployment will be fixed..

5.2. Her guarantees are gone:

• Problems caused by third-party modules or add-ons.
• Changes or developments made by the client after delivery.
• Regulatory changes and legislative updates that affect the functionality of the software after the project handover.

5.3. Support for regulatory changes and legislative updates is not covered by the warranty, but the Consultant may offer adjustments to them for an additional fee..

5.4. After the warranty period, the Client can order additional support according to the price list.

6. Project Delays and Contract Termination

6.1. The client must provide timely feedback and necessary inputs to avoid project delays..

6.2. If the Client delays the submission of necessary data or inputs for the project by more than 30 days, the Consultant has the right:

• Stop providing services until the necessary data is received.
• To demand additional compensation to cover costs related to delays.
  6.3. If the Client delays the submission of data for more than 60 days, the Consultant has the right to unilaterally terminate the contract, notifying the Client of this 7 days in advance..
  6.4. Both parties have the right to terminate the contract with 14 days' written notice.
  6.5. In the event of contract termination, the Client agrees to pay for all services rendered up to that point.

7. Applicable Law and Dispute Resolution 

7.1. This agreement is governed by the laws of the Republic of Estonia.

7.2. All disputes arising from the contract shall be resolved first through negotiations.

7.3. If an agreement is not reached, the dispute will be resolved in the Harju County Court or, if the parties have previously agreed to it, in arbitration in accordance with the Arbitration Act of the Republic of Estonia..