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ERP Implementation & Services Agreement

This ERP Implementation & Services Agreement (“Agreement”) sets forth the terms and conditions under which Maddad FZE (“Maddad”), a company incorporated in the United Arab Emirates, provides ERP implementation and related services to its clients (“Client”).

1. Definitions

Standard Features: Out-of-the-box functionalities provided by Odoo ERP, deployed without source code modification.

Customisations: Enhancements or modifications to Odoo’s interface/workflows using approved frameworks and tools.

Developments: New Odoo modules, integrations with third-party systems, or major changes to Odoo’s default logic.

SoW (Statement of Work): Document outlining scope, methodology, deliverables, milestones, timelines, and responsibilities.

SPOC (Single Point of Contact): Each party’s designated representative for communication and approvals.

Validation: Written or recorded confirmation by the Client that a deliverable is accepted. Further changes require a formal Change Request unless an issue is a verified system bug.

Bug/Error: A defect causing a delivered feature to fail in documented, agreed functionality.

2. Scope of Services

Maddad will provide implementation, configuration, consultancy, development, training, and support services for Odoo ERP, as detailed in the SoW.

3. Project Delivery & Validation

  • Milestones: Deliverables are divided into phases, each ending with a demo and user acceptance session.
  • Client Review: After each demo, the Client has 3 to 7 working days (adjustable) to evaluate deliverables using test cases. If no written feedback or rejection is received within the review period, the deliverables shall be deemed automatically accepted/validated.
  • Validation: Upon acceptance, deliverables are considered final unless a Change Request is approved.
  • Delays: If the Client does not fulfill obligations, Maddad may issue formal warnings and, after repeated non-cooperation, place the project on hold. Holds do not pause third-party subscription fees.
  • Suspension: During suspension, Maddad’s services stop; data loss due to lapsed third-party services is the Client’s responsibility. Restarting may require a new quote.

4. Support & Maintenance

  • Free Support: Three (3) months post Go-Live, including bug fixes, usage queries, and scheduled training sessions.
  • Exclusions: Requests for new features, changes to validated items, or tasks outside scope require a Change Request and may be billable.
  • Hours: Standard support is Monday to Friday, 9:00 AM – 5:00 PM (UAE time). Off-hours support requires advance request and is subject to availability.

5. Payment Terms

  • Structure:

    • 100% of Odoo license fees are paid directly to Odoo S.A.
    • 50% of Maddad’s fees are due on contract signing
    • 30% upon milestone completion (as per SoW)
    • 20% on final delivery and validation
  • Late Payment: In the event of late payment, the Client shall be liable to pay interest on the overdue amount at a rate of 12% per annum (calculated daily), commencing from the due date until the date of full settlement. Services may be suspended until payment is received.
  • Cancellations: Fees are non-refundable. Partial refunds may be granted solely at Maddad’s discretion, after formal request and less work already completed.
  • Milestone Completion: the point where Maddad has completed the configuration and development work and submitted the system to the Client for User Acceptance Testing (UAT).

6. Liability & Third-Party Services

  • Odoo SaaS/SH: Odoo S.A. retains access to all data; Maddad is not responsible for data management/integrity on SaaS/SH.
  • On-Premise: Maddad’s responsibility is limited to installation; server/network/security is the Client’s responsibility.
  • Liability Limit: Maddad is not liable for indirect or consequential damages; total liability is capped at fees paid.

7. Intellectual Property

  • All custom-developed code remains Maddad’s property until full payment is received.
  • After full payment, the Client receives a perpetual, non-transferable, non-exclusive license for internal business use. Redistribution or resale is prohibited.
  • Maddad retains full ownership of any pre-existing code, libraries, or reusable modules used in the project.

8. Confidentiality

All proprietary information exchanged is confidential for three (3) years after the agreement ends.

9. Termination

Either party may terminate with 30 days’ written notice for material breach not remedied within the notice period. Maddad may terminate immediately for non-payment, repeated non-cooperation, or data misuse.

10. Governing Law & Jurisdiction

This Agreement is governed by the laws of the United Arab Emirates. Disputes are subject to the exclusive jurisdiction of the Courts of Sharjah.

11. General Provisions

  • Force Majeure: Neither party is liable for events beyond reasonable control.
  • Non-Solicitation: The Client may not solicit Maddad employees/contractors during the agreement and for 12 months after.
  • Entire Agreement: This document and referenced annexes/SoW represent the full agreement.
  • Amendments: Any changes must be in writing and signed by both parties.
  • Notices: All notices must be in writing via email to the designated SPOCs or signatories.

For more details or to request a copy of the full agreement, please contact us.