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STANDARD TERMS AND CONDITIONS OF SALE


Client Implementation Terms & Conditions

1. Parties

This Agreement is entered into between:

Synergy Business Solutions CC

(“Service Provider”)

Registered in the Republic of Namibia

and

The Client

(“Client”)

2. Scope of Services

The Service Provider agrees to deliver Odoo-related services, including but not limited to:

  • System Implementation
  • Configuration and Customisation
  • Data Migration
  • Training
  • Technical Support
  • Consulting Services

All services will be delivered based on:

  • Approved quotations
  • Defined project scope
  • Purchased Implementation Packs (where applicable)

3. Implementation Packs (Prepaid Service Bundles)

3.1 Definition

Implementation Packs are prepaid blocks of service hours purchased by the Client.

3.2 Validity Period

All Implementation Packs are valid for twelve (12) months from the date of purchase.

Any unused hours after this period will expire automatically and are non-refundable.

3.3 Usage

Hours are deducted based on actual time spent delivering services.

3.4 Non-Transferability

Implementation Packs are non-transferable between legal entities unless otherwise agreed in writing.

4. Fees and Payment Terms

4.1 Prepayment Requirement

All Implementation Packs must be paid in full upfront prior to commencement of work.

4.2 Ad Hoc Services

Services outside prepaid packs will be billed at the agreed hourly rate.

4.3 Payment Terms

  • Standard payment terms: Immediate / within 7 days unless otherwise stated
  • Work may be paused if payments are overdue

4.4 Non-Refundable Payments

All payments made are non-refundable, including unused Implementation Pack hours.

5. Scope Control and Change Requests

5.1 Any work outside the agreed scope will be treated as a Change Request.

5.2 Change Requests must be:

  • Approved in writing
  • May require additional hours or fees

5.3 The Service Provider reserves the right to:

  • Re-estimate timelines and costs
  • Delay delivery until approval is received

6. Client Responsibilities

The Client agrees to:

  • Provide accurate and complete data
  • Assign a dedicated internal project contact
  • Ensure timely feedback and approvals
  • Participate in training sessions

Delays caused by the Client may result in:

  • Timeline extensions
  • Additional costs

7. Training and System Adoption

7.1 The Service Provider will provide training as agreed.

7.2 The Client acknowledges that:

  • Successful system implementation depends on user adoption and internal processes
  • The Service Provider is not responsible for operational outcomes resulting from lack of usage or training

8. Support and Maintenance

8.1 Post-implementation support may be provided via:

  • Additional Implementation Packs
  • Monthly Retainer Agreements

8.2 Support scope, response times, and availability will be defined in a separate Support Agreement (SLA) where applicable.

9. Intellectual Property

9.1 The Client retains ownership of:

  • Their business data
  • Their Odoo database

9.2 The Service Provider retains ownership of:

  • Custom code (unless otherwise agreed)
  • Implementation methodologies
  • Documentation and frameworks

9.3 The Service Provider may reuse general knowledge, experience, and non-confidential components across projects.

10. Confidentiality

Both parties agree to:

  • Keep all confidential information private
  • Not disclose sensitive business or technical information without written consent

This obligation survives termination of the agreement.

11. Limitation of Liability

11.1 The Service Provider shall not be liable for:

  • Indirect, incidental, or consequential damages
  • Loss of profits, data, or business opportunities

11.2 Total liability is limited to:

➡️ The total value of fees paid under this Agreement

12. Termination

12.1 Either party may terminate this Agreement with:

➡️ Thirty (30) days written notice

12.2 Upon termination:

  • All outstanding invoices become immediately payable
  • Unused Implementation Pack hours remain non-refundable and subject to expiry

13. Force Majeure

Neither party shall be liable for delays or failure to perform due to events beyond reasonable control, including but not limited to:

  • Natural disasters
  • Power outages
  • Internet disruptions
  • Government actions

14. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the:

➡️ Republic of Namibia

15. Entire Agreement

This document, together with any approved quotations or annexures, constitutes the entire agreement between the parties.

16. Acceptance

By accepting a quotation, purchasing an Implementation Pack, or engaging services, the Client agrees to these Terms and Conditions.