Terms and Conditions:

These Terms and Conditions ("Agreement") govern the relationship between Kernel IT Solutions LLC ("Service Provider") and any individual or entity ("Client") that uses our services. 

1 Term of the Agreement

• This Agreement shall commence on the Effective Date and continue for a term of one year, renewable annually upon mutual agreement and timely payment of fees.
• The agreement shall be automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.
• There is no refund for our services: all sales are final.

2 Services

 2.1 Maintenance Services

The Service Provider will provide the following services:

• Fixing issues or bugs in existing workflows.
• Adjustments to maintain compatibility with Odoo updates, provided the system remains within the initially configured scope.
• Technical support related to the implemented workflows.
• Minor enhancements or optimizations that do not constitute a scope change.
• Yearly database upgrades, including standard and developed features, to the latest version of Odoo.
• Consultation services for gathering and analyzing new requirements and scope expansions.

2.2 Service Exclusions

The following are not covered under this Agreement unless explicitly agreed upon:

• Development of new modules or functionalities.
• Major customizations or redesigns.
• Support for workflows or modules configured or developed by third parties.
• Errors caused by misuse, third-party integrations, or external changes outside the Service Provider’s control.

2.3 Service Level Agreement (SLA)

• High-priority issues: Response within [e.g., 12 hours].
• Medium-priority issues: Response within [e.g., 24 hours].
• Low-priority issues: Response within [e.g., 48 hours].

2.4 Additional Work

Services outside the scope of Section 2.1 will require a separate agreement and quotation.

3 Charges and Fees

3.1 Annual Maintenance Fee

The Client agrees to pay an annual maintenance fee of the amount specified in the relevant quotation, subject to applicable taxes.

3.2 Payment Terms

The fee is payable in advance upon accepting the quotation or using our services and annually thereafter. Late payments may incur penalties.

3.3 Charges for Unauthorized Changes

If the Client self-implements or uses third-party resources to make changes to the database:

• Maintenance will be suspended unless the changes are approved by the Service Provider or an analysis is conducted.
• The analysis will incur additional charges, and valid workflows may be covered under the maintenance contract with an additional cost.

3.4 Charges for Harm to Database

Fixing issues caused by:

• Self-implemented workflows.
• Third-party implemented workflows.
• User misuse.

Will incur additional charges and is not covered under the maintenance contract.

3.5 Renewal Charges

Upon renewal as covered in section 1 Term of the Agreement, if the charges applied during the previous Term are lower than the most current applicable list price, these charges will increase by up to 7%.

3.6 Taxes

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Kernel IT Solutions is legally obliged to pay or collect Taxes for which the Customer is responsible.

4 Conditions of Services

 4.1 Client Responsibilities

The Client agrees to:

• Pay Service Provider any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified in the relevant quotation.
• Not implement or configure the database themselves without prior approval from the Service Provider.
• Provide timely access to the ERP system for troubleshooting and maintenance.
• Inform the Service Provider of any changes to the system, environment, or integrations.
• Provide proper training and onboarding to their new employees to ensure no misuse or user errors occur.
• Appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
• Provide written notice to the Service Provider 30 days before changing their main point of contact to work with another Odoo Partner, or to work with Odoo directly.

4.2 No Soliciting or Hiring

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 3 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of EUR (€) 30,000.00 (thirty thousand euros).

4.3 Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.

4.4 Confidentiality

Definition of “Confidential Information”: All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.

4.5 Data Protection

Processing of Personal Data

The parties acknowledge that the Customer’s database may contain Personal Data, for which the Customer is the Controller. This data will be processed by Kernel IT Solutions when the Customer instructs so, by using any of the Services that require a database.

This processing will be performed in conformance with Data Protection Legislation. Kernel IT Solutions commits to:

1. Only process the Personal Data when and as instructed by the Customer, and for the purpose of performing one of the Services under this Agreement, unless required by law to do so, in which case Kernel IT Solutions will provide prior notice to the Customer, unless the law forbids it;
2. Ensure that all persons within Kernel It Solutions authorized to process the Personal Data have committed themselves to confidentiality;
3. Implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure;
4. Forward promptly to the Customer any Data Protection request that was submitted to Kernel IT Solutions with regard to the Customer’s database;
5. Notify the Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
6. Notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of Kernel IT Solutions;
7. Make available to the Customer all information necessary to demonstrate compliance with the Data Protection Legislation, allow for and contribute reasonably to audits, including inspections, conducted or mandated by the Customer;
8. Permanently delete all copies of the Customer’s database in possession of Kernel IT Solutions, or return such data, at the Customer’s choice, upon termination of this Agreement; 
9. With regard to points (d) to (f), the Customer agrees to provide Kernel IT Solutions with accurate contact information at all times, as necessary to notify the Customer’s Data Protection responsible.

4.6 Termination

In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Further, Kernel IT Solutions may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.

5 Warranties, Disclaimers, and Liability

 5.1 Limitation of Liability:

The Service Provider’s liability under this Agreement is limited to the annual maintenance fee paid by the Client.

5.2 Indemnification:

The Client agrees to indemnify and hold harmless the Service Provider from any claims, damages, or losses arising from misuse of the ERP system or non-compliance with recommended practices.

5.3 Disclaimer of Warranties:

The Service Provider makes no guarantees regarding the performance of third-party software or customizations not covered in this Agreement.

5.4 Force Majeure:

Neither party shall be liable for failure to perform its obligations under this Agreement if such failure results from events beyond its reasonable control, including but not limited to natural disasters, pandemics, or cyberattacks.

6 General Provisions

6.1 Governing Law and Jurisdiction:

This Agreement is governed by the laws of the United Arab Emirates. Any disputes shall be subject to the exclusive jurisdiction of the courts of the United Arab Emirates.

6.2 Entire Agreement:

This Agreement constitutes the entire understanding between the parties concerning maintenance services and supersedes all prior agreements, written or oral.