STANDARD TERMS AND CONDITIONS OF SALE & SERVICE
Terms and Conditions
Last Updated: September 2, 2025
These Terms and Conditions ("Agreement") govern the provision of business advisory consulting services and Odoo implementation services by TF2 Finance N.V., a LLC, Corporation registered under the laws of Curaçao with its principal office at Kaminda Orion 5E, Suite 1 • Willemstad • Curaçao ("Company," "We," "Us," or "Our"), to the client ("Client," "You," or "Your"). By engaging Our services, You agree to be bound by these Terms and Conditions.
1. Definitions
1.1 "Services" refers to the business advisory consulting services, Odoo implementation services, training, support, maintenance, or any other services provided by the Company as outlined in a Statement of Work (SOW) or service agreement.
1.2 "Odoo" refers to the open-source enterprise resource planning (ERP) software platform developed by Odoo S.A., which the Company implements, customizes, and supports as an official Odoo partner.
1.3 "Statement of Work (SOW)" refers to a document agreed upon by both parties that details the specific Services to be provided, deliverables, timelines, fees, and other project-specific terms.
1.4 "Deliverables" refers to any tangible or intangible outputs, including but not limited to reports, analyses, configurations, customizations, or software implementations, provided as part of the Services.
1.5 "Confidential Information" refers to any non-public information disclosed by one party to the other, including but not limited to business plans, financial data, technical data, customer information, or proprietary software.
2. Scope of Services
2.1 Business Advisory Consulting Services: The Company provides strategic, operational, financial, and organizational consulting services to enhance the Client’s business performance. Specific services will be outlined in the SOW.
2.2 Odoo Implementation Services: As an Odoo implementation partner, the Company offers services including but not limited to Odoo software installation, configuration, customization, integration, data migration, training, and ongoing support. The scope of these services will be defined in the SOW.
2.3 Customization and Development: Any custom development or modifications to the Odoo platform will be subject to the terms outlined in the SOW, including specifications, timelines, and costs.
2.4 Service Modifications: Any changes to the scope of Services must be mutually agreed upon in writing and may result in adjustments to fees, timelines, or deliverables.
3. Client Responsibilities
3.1 Information and Access: The Client agrees to provide accurate, complete, and timely information, documentation, and access to systems, personnel, and facilities necessary for the Company to perform the Services.
3.2 Odoo Licensing: The Client is responsible for obtaining and maintaining valid Odoo software licenses or subscriptions directly from Odoo S.A. or an authorized provider, unless otherwise agreed in the SOW.
3.3 Cooperation: The Client will designate a primary point of contact to facilitate communication and decision-making and ensure timely responses to the Company’s requests.
3.4 Compliance: The Client shall comply with all applicable laws, regulations, and third-party agreements, including Odoo’s terms of service, related to the use of the Services.
3.5 Data Backup: The Client is responsible for maintaining backups of all data provided to the Company for Odoo implementation or other Services, unless otherwise specified in the SOW.
4. Fees and Payment Terms
4.1 Fees: The Client agrees to pay the fees for Services as outlined in the SOW. Fees may include hourly rates, fixed project fees, retainers, or subscription-based support fees.
4.2 Payment Schedule: Payments shall be made in accordance with the payment schedule specified in the SOW. Unless otherwise stated, invoices are due within [30] days of issuance.
4.3 Late Payments: Late payments may incur interest at a rate of [1.5%] per month or the maximum rate permitted by law, whichever is lower. The Company reserves the right to suspend Services for overdue accounts until payment is received.
4.4 Expenses: The Client shall reimburse the Company for reasonable out-of-pocket expenses incurred in connection with the Services, such as travel or software licensing fees, as agreed in the SOW.
4.5 Taxes: The Client is responsible for all applicable taxes, duties, or levies arising from the Services, excluding taxes on the Company’s income.
4.6 Non-Refundable Fees: Fees paid for Services, including deposits or retainers, are non-refundable unless otherwise specified in the SOW.
5. Confidentiality
5.1 Obligation: Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use it solely for the purpose of performing or receiving the Services.
5.2 Exclusions: Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
5.3 Duration: Confidentiality obligations shall survive for [5] years after the termination of this Agreement or as required by law.
5.4 Return or Destruction: Upon termination of this Agreement, each party shall return or destroy the other party’s Confidential Information, except as required to comply with legal obligations.
6. Intellectual Property
6.1 Ownership of Deliverables: Unless otherwise specified in the SOW, Deliverables created by the Company for the Client shall be owned by the Client upon full payment of all fees, subject to the Company’s retention of rights to any pre-existing materials or proprietary methodologies.
6.2 Odoo Software: The Client acknowledges that Odoo software is owned by Odoo S.A. and is subject to Odoo’s licensing terms. The Company does not transfer any ownership rights in Odoo software.
6.3 Pre-Existing Materials: The Company retains ownership of any pre-existing methodologies, tools, templates, or software used in providing the Services. The Client is granted a non-exclusive, non-transferable license to use such materials solely for the purpose of utilizing the Deliverables.
6.4 Custom Developments: Any custom code or configurations developed for the Client’s Odoo instance will be licensed under the same terms as the Odoo software (e.g., Odoo’s open-source license or enterprise license), unless otherwise agreed in the SOW.
6.5 Use of Client Materials: The Client grants the Company a non-exclusive, royalty-free license to use Client-provided materials (e.g., logos, data, or branding) solely for the purpose of providing the Services.
7. Warranties and Disclaimers
7.1 Company Warranties: The Company warrants that (a) Services will be performed in a professional and workmanlike manner, and (b) Odoo implementations will conform to the specifications in the SOW for a period of [90] days from delivery, provided no modifications are made by the Client or third parties.
7.2 Client Warranties: The Client warrants that (a) it has the authority to enter into this Agreement, (b) all information provided to the Company is accurate and complete, and (c) it has the necessary rights to provide any materials or data used in the Services.
7.3 Disclaimers: Except as expressly stated, the Company makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that Odoo software or Services will be error-free or uninterrupted.
8. Limitation of Liability
8.1 General Limitation: To the maximum extent permitted by law, the Company’s total liability for any claims arising under this Agreement shall not exceed the fees paid by the Client for the Services giving rise to the claim in the [12] months preceding the claim.
8.2 Exclusion of Damages: The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.
8.3 Odoo Software: The Company is not liable for any issues arising from the Odoo software itself, including bugs, downtime, or compatibility issues, as these are governed by Odoo S.A.’s terms.
9. Term and Termination
9.1 Term: This Agreement shall commence upon signing the SOW and continue until the Services are completed or terminated as provided herein.
9.2 Termination for Convenience: Either party may terminate this Agreement or an SOW with [30] days’ written notice, subject to payment for Services rendered up to the termination date.
9.3 Termination for Cause: Either party may terminate this Agreement immediately if the other party (a) breaches a material term and fails to cure within [15] days of written notice, or (b) becomes insolvent or files for bankruptcy.
9.4 Effect of Termination: Upon termination, the Client shall pay for all Services performed up to the termination date. The Company will deliver any completed Deliverables, subject to full payment.
10. Indemnification
10.1 Client Indemnity: The Client shall indemnify and hold harmless the Company, its affiliates, and employees from any claims, damages, or liabilities arising from (a) the Client’s breach of this Agreement, (b) inaccurate or unlawful Client-provided materials, or (c) the Client’s use of the Services or Deliverables.
10.2 Company Indemnity: The Company shall indemnify and hold harmless the Client from any claims arising from the Company’s gross negligence or willful misconduct in performing the Services.
11. Force Majeure
Neither party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, or government actions. The affected party shall promptly notify the other and resume performance as soon as practicable.
12. Dispute Resolution
12.1 Negotiation: The parties agree to first attempt to resolve any disputes arising under this Agreement through good-faith negotiations.
12.2 Governing Law: This Agreement shall be governed by the laws of Curacao, without regard to its conflict of laws principles.
12.3 Arbitration: Any disputes not resolved through negotiation shall be settled by binding arbitration in Willemstad under the rules of . The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.
13. Miscellaneous
13.1 Entire Agreement: This Agreement, together with any SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
13.2 Amendments: This Agreement may only be amended in writing signed by both parties.
13.3 Assignment: Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
13.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Notices: All notices under this Agreement shall be in writing and delivered to the addresses specified in the SOW via email, certified mail, or courier.
13.6 No Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights.
13.7 Independent Contractor: The Company is an independent contractor, and nothing in this Agreement creates a partnership, joint venture, or employment relationship.
13.8 Non-Solicitation: During the term of this Agreement and for [12] months thereafter, the Client shall not solicit or hire any Company employee or subcontractor involved in providing the Services without the Company’s prior written consent.
14. Odoo-Specific Terms
14.1 Odoo Community vs. Enterprise: The Client acknowledges that Odoo Community Edition is provided under an open-source license (e.g., LGPL), while Odoo Enterprise Edition requires a paid subscription from Odoo S.A. The Company will advise on the appropriate edition based on the Client’s needs, but the Client is responsible for licensing costs.
14.2 Third-Party Modules: Any third-party Odoo modules or integrations implemented by the Company are subject to the respective third-party provider’s terms and conditions.
14.3 Support and Maintenance: Ongoing support and maintenance services for Odoo implementations will be provided as outlined in the SOW. The Company is not responsible for issues arising from Client modifications to the Odoo system without prior consultation.
14.4 Hosting: Unless otherwise specified in the SOW, the Client is responsible for arranging and maintaining hosting for the Odoo instance, whether on-premises or cloud-based.
15. Contact Information
For any questions or concerns regarding this Agreement, please contact:
TF2 Finance N.V.