Gridworkz Cloud Subscription Agreement

Last Updated: March 10, 2019

By subscribing to the Gridworkz Odoo Cloud services (the "Services") provided by Gridworkz and its affiliates (collectively, "Gridworkz") in relation with Odoo Community Edition (the "Software"), hosted on Gridworkz Cloud platforms (the "Cloud Platform"), you (the "Customer") are agreeing to be bound by the following terms and conditions (the "Agreement").

1 Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is 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.

2 Definitions

User

Any active user account with access to the Software in creation and/or edition mode. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the Software through the portal facilities (known as "portal Users") are not counted as Users.

App

An "App" is a specialized group of features available for installation in the Software, and listed in the public Pricing section of Odoo SA's website.

Bug

Is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Odoo SA (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).

Covered Versions

Unless specified otherwise, the Services provided under this Agreement are applicable only to Odoo version 12.

3 Services

3.1 Security Updates Service

Cloud Platform

Gridworkz commits to apply the security remedies for any security Bug discovered in a version of the Software hosted on the Cloud Platform, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.

3.2 Upgrade Services

Upgrade Service for the Software

For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate channel in order to convert a database of the Software from one Covered Version of the Software to a more recent Covered Version (the "Target Version").

Upgrade requests are submitted via Slack https://gridworkz.slack.com or via a help ticket, and do not require any data upload.

This service provided through an automated platform in order to allow the Customer to perform unattended upgrades once a previous version of the Customer's database has been successfully upgraded for a Covered Version. The Customer may submit successive upgrade requests for a database, and agrees to submit at least 1 upgrade request for testing purposes before submitting the final upgrade request.

The Upgrade Service is limited to the technical conversion and adaptation of the Customer's database to make it compatible with the Target Version, and the correction of any Bug directly caused by the upgrade operation and not normally occurring in the Target Version.

It is the sole responsibility of the Customer to verify and validate the upgraded database in order to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version, and to convert and adapt for the Target Version any third-party extensions of the Software that were installed in the database before the upgrade (except where applicable as foreseen in section Upgrade Service for third-party extensions). The Customer may submit multiple upgrade requests for a database, until an acceptable result is achieved.

Upgrade Service for third-party extensions

For the duration of this Agreement, the Customer may request optional upgrade services for third-party extension modules of the Software, in addition to the regular Upgrade Services. Apart from the default extensions that come with our service, third party extension upgrades are the sole responsibility of the maker of the extension and the customer. Paid service members will get extension installation and testing services to make sure the extension is compatible with the Customer's database. Modules purchased by free service members are to be self-managed and the Customer should communicate directly with the module developer for any incompatibilities should they arise. Gridworkz will provide installation and testing services for a flat fee of $30 per module for free service members.

3.3 Cloud Hosting Services

For the duration of this Agreement, Gridworkz commits to providing at least the following services:

    • Choice of multiple hosting regions (minimum 4: Europe, America, Asia/Pacific, South America)
    • Hosting in Tier-III data centers or equivalent, with 99.9% network uptime
    • Grade A SSL (HTTPS) Encryption of communication
    • Fully automated, verified backups, replicated in multiple regions
    • Disaster Recovery Plan, tested regularly

The details of the Cloud Hosting Services are described on the Service Level Agreement page at https://www.gridworkz.com/sla.

3.4 Support Services

Scope

For the duration of this Agreement, the Paying Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or guidance with respect to the use of the standard features of the Software and Services (functionalities, intended use, configuration, troubleshooting).

Other assistance requests, such as questions related to development, customizations, or services requiring to access the Customer's database, may be covered through the purchase of a separate Service Pack or a quoted project. In case it’s not clear if a request is covered by this Agreement, a Service Pack or project quote, the decision is at the discretion of Gridworkz.

Availability

Tickets can be submitted online at https://portal.saas.gridworkz.com/support/help, or by phone directly to the Gridworkz office, subject to local opening hours.

4 Charges and Fees

4.1 Standard Charges

The standard charges for the Gridworkz Odoo Cloud subscription and the Services are based on the number of Users, size of the database, and specified in writing at the conclusion of the Agreement.

When during the Term, the Customer has more Users or more database space than specified at the time of conclusion of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the beginning of the Term) for the additional Users or database space, for the remainder of the Term.

Gridworkz will provide installation and testing services for a flat fee of $30 per module for free service members.

4.2 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 Gridworkz is legally obliged to pay or collect Taxes for which the Customer is responsible.

Conditions of Service

5.1 Customer Obligations

The Customer agrees to:

    • pay Gridworkz any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified in the corresponding invoice ;
    • immediately notify Gridworkz when their actual number of Users exceed the numbers specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee as described in section 5.1 Standard charges;
    • appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
    • take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
    • make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities, and strictly observe the rules outlined in the Acceptable Use Policy published at https://www.gridworkz.com/aup.

5.2 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.

5.3 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.

5.4 Data Protection

Definitions

"Personal Data", "Controller", "Processing" take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”)

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 Gridworkz when the Customer instructs so, by using any of the Services that require a database (e.g. the Cloud Hosting Services or the Database Upgrade Service), or if the Customer transfers their database or a part of their database to Gridworkz for any reason pertaining to this Agreement.

This processing will be performed in conformance with Data Protection Legislation. In particular, Gridworkz commits to:

    • (a) 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 Gridworkz will provide prior notice to the Customer, unless the law forbids it ;
    • (b) ensure that all persons within Gridworkz authorized to process the Personal Data have committed themselves to confidentiality ;
    • (c) 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 ;
    • (d) forward promptly to the Customer any Data Protection request that was submitted to Gridworkz with regard to the Customer's database ;
    • (e) 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 ;
    • (f) notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of Gridworkz;
    • (g) 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;
    • (h) permanently delete all copies of the Customer's database in possession of Gridworkz, or return such data, at the Customer’s choice, upon termination of this Agreement, subject to the delays specified in Gridworkz's Privacy Policy ;

With regard to points (d) to (f), the Customer agrees to provide Gridworkz with accurate contact information at all times, as necessary to notify the Customer's Data Protection responsible.

Subprocessors

The Customer acknowledges and agrees that in order to provide the Services, Gridworkz may use third-party service providers (Subprocessors) to process Personal Data. Gridworkz commits to only use Subprocessors in compliance with Data Protection Legislation. This use will be covered by a contract between Gridworkz and the Subprocessor that provides guarantees to that effect. Gridworkz's Privacy Policy, published at https://www.gridworkz.com/privacy provides up-to-date information regarding the names and purposes of Subprocessors currently in use by Gridworkz for the execution of the Services.

5.5 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, Gridworkz may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within the due date specified on the corresponding invoice.

Surviving Provisions:

The sections "6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement.

6 Warranties, Disclaimers, Liability

6.1 Warranties

For the duration of this Agreement, Gridworkz commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

    • the Customer’s computing systems are in good operational order;
    • the Customer provides adequate troubleshooting information;
    • all amounts due to Gridworkz have been paid.

The Customer's sole and exclusive remedy and Gridworkz's only obligation for any breach of this warranty is for Gridworkz to resume the execution of the Services at no additional charge.

6.2 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

Gridworkz does not warrant that the Software complies with any local or international law or regulations.

6.3 Limitation of Liability

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates' remedy otherwise fails of its essential purpose.

6.4 Force Majeure

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.

General Provisions

8.1 Governing Law

Both parties agree that the laws of Canada will apply, should any dispute arise out of or in connection with this Agreement, without regard to choice or conflict of law principles. To the extent that any lawsuit or court proceeding is permitted herein above, both parties agree to submit to the sole jurisdiction of the Ontario Provincial court for the purpose of litigating all disputes.

8.2 Severability

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.