Standard Terms & Conditions of Sale / Service / Coding / Development / Designing / Odoo Implementation
I T D INNOVATION INFORMATION TECHNOLOGY L.L.C
Standard Terms & Conditions of Sale / Service / Coding / Development / Designing / Odoo Implementation
1) Applicability – Waiver of Client Terms
These Standard Terms & Conditions of Sale apply to all sales, services, software development, design, and Odoo implementation provided by I T D INNOVATION INFORMATION TECHNOLOGY L.L.C (“ITD”).
The client explicitly waives its own standard terms and conditions, even if these were drawn up after these Standard Terms & Conditions.
Any derogation from these terms shall only be valid if expressly agreed to in advance in writing by ITD.
2) Payment Terms – Due Date / Suspension for Late Payment
ITD invoices are payable within twenty-one (21) working days, unless otherwise stated on the invoice or order.
In the event of late payment, ITD reserves the right to suspend any provision of services without prior notice until full payment is received.
3) Debt Recovery – Overdue Beyond 60 Days
If payment remains outstanding more than sixty (60) days after the due date, ITD reserves the right to engage a debt recovery company.
All legal, collection, court, and recovery expenses shall be borne entirely by the client.
4) Withholding Tax / Source Deductions
Any withholding tax or similar deduction required by local legislation shall be paid by the client directly to the relevant tax authorities.
ITD shall not bear or absorb any such cost.
The full invoice amount remains due to ITD, exclusive of any local legislative charges.
5) Performance – Best Efforts / No Obligation of Result
ITD undertakes to use its best professional efforts to deliver services within agreed timeframes.
All obligations are obligations of means, not obligations of result.
ITD shall not be required to appear as a third party in any claim brought against the client by an end consumer or third party.
6) Intellectual Property Rights – Ownership of Code, Software, and Deliverables
6.1 Full Ownership
All intellectual property rights, including but not limited to source code, object code, scripts, algorithms, databases, software architecture, APIs, documentation, designs, methodologies, frameworks, libraries, configurations, and technical know-how, developed, written, or delivered by ITD—whether alone or jointly—shall remain the exclusive property of ITD, unless expressly agreed otherwise in writing.
6.2 No Transfer of Ownership
Payment by the client does not constitute a transfer or assignment of intellectual property rights.
No ownership, copyright, or moral rights are transferred to the client under any circumstances unless explicitly stated in a separate written agreement signed by ITD.
6.3 License to Use (If Applicable)
Where applicable, ITD grants the client a non-exclusive, non-transferable, non-sublicensable, revocable licensesolely to use the delivered software or code for the client’s internal business purposes.
Any use beyond this scope—including resale, sublicensing, leasing, sharing, modification, reverse engineering, or distribution—is strictly prohibited without ITD’s prior written consent.
6.4 Reuse and Derivative Works
ITD expressly reserves the right to:
Reuse any code, components, logic, structures, or know-how developed during the project
Create derivative works
Deploy similar solutions for other clients
Such reuse shall not be considered a breach of confidentiality.
6.5 Third-Party Components
Any third-party or open-source components remain subject to their respective licenses.
ITD provides no ownership over third-party software and disclaims liability arising from third-party license restrictions.
6.6 Infringement and Misuse
The client shall not:
Copy, modify, decompile, disassemble, or reverse engineer ITD software
Remove copyright or proprietary notices
Use the code beyond the agreed purpose
Any breach shall result in immediate termination of usage rights and may give rise to legal action.
7) Odoo Implementation – Specific Terms
7.1 Customization and Development
Odoo implementations may involve custom development or modification to meet client-specific needs. ITD will use best efforts to provide accurate and functional customization. However, the client understands that Odoo’s framework may limit certain customizations or integrations.
7.2 Third-Party Modules
Odoo modules developed or provided by third-party vendors are subject to their respective licenses. ITD shall not be responsible for any issues arising from third-party modules or applications.
7.3 Training and Support
ITD will provide training on the implemented Odoo solution as agreed in the scope. After the agreed training period, ongoing support will be provided according to the support package selected by the client.
Any additional support outside the agreed scope will be subject to additional charges.
7.4 Data Migration
Data migration from the client’s previous system to Odoo will be performed based on the scope of work agreed upon in writing. The client agrees to provide all necessary data and support to ensure smooth migration. ITD is not responsible for data integrity issues unless caused by its own negligence.
8) Claims / Complaints – Notification Deadline
Any claim must be notified to ITD by registered letter sent to its registered office within eight (8) days of delivery of goods or provision of services.
Failure to comply shall render the claim inadmissible.
9) Confidentiality
Both parties agree to maintain strict confidentiality of any proprietary or confidential information disclosed during the course of the project or engagement, including but not limited to business operations, technical data, and all intellectual property.
This confidentiality obligation shall survive termination or expiration of the contract.
10) Limitation of Liability
To the fullest extent permitted by law, ITD’s total liability for any claims, losses, damages, or expenses arising under or in connection with this agreement shall be limited to the total amount paid by the client to ITD for the specific services giving rise to the claim.
In no event shall ITD be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profit, loss of data, or business interruption.
11) Termination
11.1 Termination for Convenience
Either party may terminate this agreement at any time by providing thirty (30) days written notice to the other party.
Upon termination, the client shall pay ITD for all services rendered and work completed up to the termination date.
11.2 Termination for Breach
In the event of a material breach by the client, including failure to pay for services, ITD may terminate this agreement immediately upon written notice.
The client shall remain liable for any outstanding amounts, including those accrued prior to termination.
12) Acceptance Criteria
The client shall have a period of ten (10) days after delivery of services or software to perform a review and approve the deliverables.
If no notice of rejection is received within this period, the deliverables shall be deemed accepted.
If the client rejects the deliverables, ITD shall remedy any issues identified, and the client’s acceptance period will recommence.
13) Force Majeure
ITD shall not be held liable for any delay or failure in performance of its obligations under this agreement resulting from causes beyond its reasonable control, including but not limited to war, terrorism, strikes, natural disasters, government actions, pandemics, or other events of force majeure.
In such cases, ITD may extend the delivery time or suspend services as needed.
14) Governing Law & Jurisdiction
All contractual relations shall be governed exclusively by the laws of the United Arab Emirates, and the courts of the UAE shall have exclusive jurisdiction.