1. Scope of Services

ERP implementation services will be provided strictly in accordance with the scope, modules, deliverables, and timelines defined in the approved quotation and/or project documentation. Any work requested outside the agreed scope shall be treated as a change request and quoted separately upon mutual agreement.

2. Project Timeline

Project timelines are indicative and are dependent upon the timely availability of client inputs, approvals, data, system access, and decision-making. Any delays caused by the client may result in corresponding adjustments to the delivery timeline. The service provider shall not be held responsible for delays arising from client-side dependencies.

3. Payment Terms & Clearance

ERP implementation projects are billed on a milestone basis:

• 50% advance payment is required upon quotation confirmation.

• The remaining 50% is payable upon system readiness and handover for User Acceptance Testing (UAT), unless otherwise stated in the approved quotation.

All work will commence only after the advance payment has been received and cleared in the service provider’s bank account.

For local payments, project initiation may begin within 1–2 business days, subject to bank clearance.

For international payments, project initiation may take up to 3–5 business days, depending on banking channels and clearance timelines.

Any delay in payment clearance will proportionally shift the project start date.

4. Client Responsibilities

The client is responsible for providing accurate data, timely approvals, system access, internal resources, and decision-making support as required for successful implementation. The service provider shall not be responsible for delays, errors, or issues arising from incomplete, inaccurate, or delayed client-provided information.

5. Data Migration & Legacy Systems

For clients migrating from existing ERP, accounting, or legacy systems, the client is responsible for ensuring a complete and secure backup of all legacy data prior to the commencement of any migration activities.

As part of the ERP implementation, the service provider shall assist with the setup of the Chart of Accounts, opening balances, fixed assets, and the migration of outstanding receivables and payables as of the agreed system cutover date.

Full historical transaction data migration from legacy systems is not included unless explicitly agreed in writing. The legacy system shall remain the primary reference for historical data prior to the cutover date.

The service provider shall not be held responsible for data loss, inconsistencies, or inaccuracies originating from the legacy system or from incomplete, incorrect, or unverified data provided by the client.

6. User Training

User training shall be conducted based on sample or test data to familiarize users with system workflows and processes. Training does not constitute system acceptance and is intended solely for knowledge transfer purposes.

7. User Acceptance Testing (UAT)

Upon completion of system configuration, the ERP system shall be handed over to the client for User Acceptance Testing (UAT). UAT is a collaborative validation phase during which the client is expected to test the system and provide feedback within the agreed timeframe.

Delays in UAT participation, feedback, or internal approvals by the client shall not delay milestone payments once the system has been delivered and handed over for testing.

8. Testing & Acceptance

The client shall review and test the implemented system during the UAT phase. Unless material issues are reported in writing within the agreed UAT period, the system shall be deemed accepted.

9. Training, Support & Post-Implementation Changes

User training, documentation, and post-go-live support are limited to what is explicitly stated in the approved quotation. Upon system handover, the implementation engagement shall be deemed complete.

Any future changes, enhancements, configuration updates, bug fixes, report modifications, or operational support shall require a separate maintenance or support agreement unless otherwise agreed in writing.

10. Data Backup & System Responsibility

Depending on the hosting environment (Odoo Online, Odoo.sh, or self-hosted servers), system-level backups may be available through the platform provider. However, the service provider does not assume responsibility for backup monitoring, verification, retention, or restoration unless explicitly included under a separate maintenance or support agreement.

The client remains responsible for overall data integrity and business continuity unless covered under an active maintenance package.

11. Termination

In the event of project termination after commencement, payments already made are non-refundable. Work completed up to the termination date, as determined based on agreed milestones, deliverables, and service provider records, shall be invoiced accordingly.

12. Limitation of Liability

In the event of any claim, dispute, or issue arising from the ERP implementation services, the service provider’s maximum liability shall be strictly limited to the total amount actually paid by the client under the applicable project.

Under no circumstances shall the service provider be liable for any indirect, incidental, consequential, or loss-of-profit damages, including business interruption or data loss.

13. Governing Law

This agreement shall be governed by and construed in accordance with the applicable laws of the jurisdiction of the service provider.