1 Introduction & General Terms
The purpose of this Agreement is to set forth the terms and conditions under which Meisour Solutions will provide technology, marketing, and business solutions (collectively, the "Services") to the Customer. By digitally signing an official Meisour Solutions Sales Order or Quotation, the Customer agrees to be bound by the terms and conditions set forth herein. For Software Implementation Services: Where the Customer's Sales Order specifically includes software implementation (such as Odoo ERP Enterprise Edition or Custom Web/App Development), Meisour Solutions grants the Customer a service of software implementation for the agreed applications ("This Software"). Where applicable, This Software may not be loaded onto more than one server, and a single copy may be made for backup purposes only. The rights and obligations regarding the Software are granted only to the Customer. The Customer may not transfer, assign, or make this Software available for sale or use by third parties. This Software may not be modified, reverse-engineered, or decompiled in any manner through current or future available technologies.
Failure to comply with any term of this Agreement will constitute a material breach.
2 Obligations of Each Party
The provider should:
- Provide the customer with the agreed-upon services outlined in this Contract in a professional and timely manner.
- Make every effort to ensure the successful delivery and smooth operation of the agreed Services (e.g., Odoo system, digital campaigns, or web platforms).
- Train the Customer's personnel as scheduled and resolve defects/bugs within the first 30 days post-implementation.
- Maintain the confidentiality of all proprietary and confidential information related to the customer.
- Provide user manuals and technical guides.
- Guarantee the system meets regulatory standards, including data privacy.
The customer should:
- Be consistent, responsible, and aware of their responsibilities regarding system entries or campaign approvals starting from the moment the provider hands the deliverables over.
- Know that the provider is not responsible for making daily entries or performing any entry on the system unless for maintenance.
- Know that the provider shall not be responsible for any misuse of the Odoo system, or any delay caused by the customer in the performance of their obligations under this Contract.
- The provider shall not be responsible for any errors or omissions resulting from the customer's failure to perform daily entries or their misuse of the system.
- Know that the customer shall be solely responsible for ensuring the accuracy and completeness of all data entered the Odoo system.
- The provider should not be held liable for any loss or damage arising from any misuse, delay, or failure to perform by the customer.
- Assist the provider with all necessary information and assistance required for the successful completion of the agreed-upon services.
- Maintain the confidentiality of all proprietary and confidential information related to the provider.
- Appoint a System Administrator / Single Point of Contact (SPOC): For streamlined communication, the Customer must designate an internal System Admin. This individual will serve as the primary contact point for the Provider and will hold the responsibility of overseeing and coordinating all activities related to the Odoo system within the Customer's company.
3 Services
3.1 Scope of Implementation & Go-Live: The Provider shall implement the Odoo system for the Customer, including installation, configuration, and customization. The implementation scope includes data migration; the Customer acknowledges that the accuracy and completeness of the financial records provided are crucial for maintaining data integrity during this migration.
As part of the service, the Provider will conduct necessary user training. Each training session requires a minimum of 5 participants. Following training, the Customer is granted a trial period extending for a duration of 10 days, up to 1 Month, to evaluate the system. The final phase is the Go-Live phase, a pivotal moment when the newly developed system becomes fully operational within the Customer's organization.
3.2 Bug Fixing & Warranty Services: The Provider warrants that the Odoo ERP software and associated deliverables under this Agreement shall be free from defects in materials, workmanship, and functionality. For the duration of the applicable warranty or paid support period, the Provider commits to making reasonable efforts to remedy system Bugs.
The Customer must notify the Provider in writing of any defects within 7 days of discovery. The Provider will acknowledge receipt within 24 hours and commence resolution promptly. This warranty does not cover defects caused by modifications made by the Customer or third parties without the Provider's authorization, misuse, negligence, or improper installation.
3.3 Security & Software Updates: All updates, patches, and upgrades to the Odoo ERP software necessary to maintain functionality or security will be provided free of charge during the warranty period. The Provider commits to applying necessary security remedies and patches for any security Bug discovered in the covered versions of the Software to ensure ongoing data privacy and security.
3.4 Upgrade Services: Major upgrades to the software (e.g., migration to newer major Odoo versions) are excluded from the standard implementation warranty. Such major version upgrades will only be provided if the Customer agrees to pay the monthly maintenance and support fees, see SLA Pricing.
3.5 Hosting: Depending on the Customer's requirements, the Software will be hosted via one of the following methods:
Odoo Online (SaaS): A free, shared cloud hosting environment managed entirely by Odoo S.A. While this hosting option is free, it is strictly limited to standard out-of-the-box features; it does not support custom code developments, advanced customizations, or the installation of third-party extra modules.
Odoo.sh (Dedicated Cloud): A dedicated cloud platform managed by Odoo S.A. Hosting charges for this platform are billed directly by Odoo S.A. based on their current pricing (https://www.odoo.com/pricing).
Meisour On-Premise Services: When the Customer opts for the Provider's managed infrastructure, the Provider will supply hosting and backup services using on-premises servers. This includes domain and SSL management, daily backups, and 24/7 access (subject to maintenance). These hosting charges are bundled into the Provider's monthly Support & Maintenance SLA. The specific details and uptime commitments are described at https://www.meisour.com/on-premise.
Self-Hosting: The Customer chooses to host the Software on their own independent infrastructure (e.g., local servers, AWS, Azure). Under this model, the Customer assumes full responsibility for server maintenance, network security, uptime, and daily backups/disaster recovery.
3.6 Support Services & Ticketing: For 1 (one) month following the Go-Live date, the Provider shall provide the Customer with complimentary support to ensure a smooth transition. This includes the resolution of post-launch technical issues, assistance with initial user adoption challenges, and minor adjustments to workflows. Support requests and Bugs can be submitted via the Provider's official ticketing channels.
After the free support period expires, the Customer must elect an ongoing support model:
Self-Managed Support: The Customer's internal IT team assumes full responsibility for system maintenance, updates, and backups. The Provider will transfer full control, administrative access, and the 'Technical User' role to the Customer.
Professional Support Services: The Customer opts for the Provider's managed services subject to a monthly fee. Under this tier, the Provider shall retain Technical User access to the database for maintenance, updates, and issue resolution, and will provide email/phone support during standard business hours.
4 Intellectual Property Rights
The Odoo ERP software (all versions) is an open-source platform governed by the GNU Affero General Public License (AGPL). All rights to the unmodified Odoo source code, including updates and patches provided by Odoo S.A., remain vested in Odoo S.A. and its licensors.
Any code, configurations, workflows, reports, or modules developed exclusively for the Customer under this Agreement ("Customizations") shall be the sole and exclusive property of the Customer. Meisour grants the Customer a perpetual, irrevocable, royalty-free license to use, modify, and maintain such Customizations. Generic features, integrations, or tools developed by Meisour during this project that are not specific to the Customer ("Reusable Components") remain the intellectual property of Meisour. Meisour grants the Customer a non-exclusive, perpetual license to use these Reusable Components within the implemented Odoo system.
Upon written request, Meisour shall provide the Customer with the full source code and documentation for all Customizations after the final payment. This includes access to database schemas, APIs, and configuration files necessary for the Customer to independently maintain or modify the system.
* Creative & Marketing Deliverables: For branding, design, and digital marketing services, Meisour Solutions retains the rights to all raw files, drafts, and working materials. The Customer is granted full ownership and usage rights of the final, flattened deliverables (e.g., final logos, exported videos) only upon full payment of the associated Sales Order.
5 Charges & Fees
5.1 Implementation Fees The standard charges for the software implementation, data migration, and training are billed as a one-time Implementation Fee. The exact amount is based on the scope of modules and services required by the Customer, and is strictly specified in writing on the Customer's official Sales Order or Quotation. Unless otherwise specified in the Sales Order, the Customer is required to make an advance payment (typically 75%) prior to the commencement of any configuration, data migration, customization, or development work.
5.2 Support and Maintenance Fees When the Customer opts for the Provider's professional managed services, a recurring Monthly Support Charge applies. This recurring fee covers system hosting, daily backups, security updates, bug fixing, and assistance with minor extra customizations. The specific monthly amount and billing cycle will be clearly defined in a separate recurring Sales Order or subscription agreement. If the Customer requests major custom developments or modules that exceed the scope of the standard monthly support, the Provider reserves the right to quote these as separate one-time implementation charges.
5.3 Out-of-Scope Requests If, during the implementation or support term, the Customer requests additional modules, features, or complex customizations not specified at the time of the conclusion of the initial Sales Order, the Customer agrees to pay an extra fee. The Provider will issue a separate Quotation for these additional requirements.
5.4 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 the Provider is legally obliged to pay or collect Taxes for which the Customer is responsible.
6 Data Protection and Privacy
Both parties agree to comply with all applicable data protection and privacy laws in Somaliland, including but not limited to the Somaliland Data Protection and Privacy Law, in connection with the collection, storage, access, processing, and transfer of personal and financial data under this Agreement. Each party shall take all necessary technical and organizational measures to safeguard the confidentiality, integrity, and availability of the data being processed. The Provider shall not disclose, share, or sell the Customer's data to any third party without the Customer's prior written consent, except as required by law.
In case of any actual or suspected data breach involving the Customer's information, the Provider shall promptly notify the Customer and cooperate fully in investigating and resolving the issue. The Provider's internal data handling and privacy practices are further described in its Privacy Policy, available at https://www.meisour.com/privacy, which is incorporated by reference into this Agreement.
7 Confidentiality
Both parties acknowledge that while performing their respective obligations under this Contract, they may have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include, but not be limited to, all information and data provided by one party to the other party, whether in written, oral, electronic, or other form.
Both parties agree to use Confidential Information solely for the purpose of fulfilling their obligations under this Contract and to keep the Confidential Information confidential and not to disclose it to any third party, except as expressly permitted under this Contract or as required by law. Each party agrees to take all reasonable steps to ensure that its employees, agents, and contractors who have access to the Confidential Information are aware of and comply with the obligations of confidentiality set forth in this Contract.
8 Refund Policy
All sales under this Agreement are final and non-refundable. The Customer acknowledges that the 75% advance payment made toward the Software Implementation fee is non-refundable once implementation has commenced. However, if the project is cancelled during the early analysis stage, prior to the commencement of any configuration, data migration, customization, or development work, the Provider may, at its sole discretion, offer a partial refund, minus any costs already incurred for time, analysis, and administrative preparation.
In the event that Meisour Solutions fails to deliver the customization and data integrity of the solution as agreed upon with the Customer, then:
Meisour Solutions shall be liable to refund the entire 75% payment.
The refund shall be made within 7 days of receipt of an official letter from the Customer specifying the failure of Meisour Solutions to deliver the customization and integrity of the solution.
The notification shall specify the grounds of the refund claim, and Meisour Solutions shall not dispute the claim if it is found to be valid.
Beyond the exceptions stated herein, no refunds shall be issued for any services, including support, hosting, or implementation activities, regardless of project status, delays, or termination, except where otherwise required by law.
9 Dispute Resolution
Any dispute arising out of or relating to this Agreement shall first be escalated to the designated representatives of both parties (the Provider's COO and the Customer's CEO or any figure assigned from each), who shall negotiate in good faith to resolve the dispute amicably within 30 days. Nothing in this clause shall prevent either party from seeking urgent injunctive or interim relief from a court of law to protect its rights or confidential information.
10 Governing Law and Jurisdiction
The governing law and jurisdiction for this Agreement are determined based on the Customer’s primary place of business:
a. For Customers located within Somaliland or Somalia: This Agreement shall be governed by and construed in accordance with the laws of Somaliland and Somalia. Any dispute or claim shall be subject to the exclusive jurisdiction of the competent courts of Somalia and Somaliland.
b. For International Customers (Outside Somaliland and Somalia): This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Dubai, UAE.
11 Termination
Either party may terminate this Contract immediately upon written notice to the other party in the event of a material breach of this Contract by the other party that remains uncured for a period of thirty (30) days following receipt of written notice specifying the breach. In addition, either party may terminate this Contract upon written notice to the other party if the other party becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition for voluntary or involuntary bankruptcy or reorganization.
Upon termination of this Contract, the Provider shall immediately cease all work on the Services and deliver to the customer all deliverables and work product created or obtained by the Provider in connection with the Services. The termination of this Contract shall not affect any rights or obligations that have accrued prior to the termination, including any payment obligations owed by the customer to the provider.
12 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 finds its cause in a case of force majeure, such as 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.