Fixed Scope Offering Terms and Conditions: 

1. Definitions and Interpretation 

Definitions: 
In this Agreement, the following terms shall have the meanings ascribed to them: 

• “Provider” refers to APPSGATE Information Technology. 

• “Customer” refers to the client named in the Offer. 

• “Deliverables” refer to all outputs, configurations, and materials provided by APPSGATE under this Offer. 

• “Odoo” refers to the Odoo ERP software platform, including all standard modules and functionality. 

In case of ambiguity, the specific Offer Document shall take precedence over general descriptions. 

2. Purpose and Nature of the Offering 

2.1 This Fixed Scope Offering (“Offer”) defines a specific set of modules, features, and activities designed for a particular industry segment 

2.2 The Offer is based on Odoo’s standard functionality and does not include any form of customization, modification, access rights changes, or development. 

2.3 Both Parties acknowledge that adherence to this Offer as documented is essential to achieve a successful implementation within the planned timeline and budget. 

3. Scope of Work 

3.1 The detailed scope, modules, and tasks are outlined in the fixed scope offer details. 

3.2 Any feature, report, workflow, or integration not explicitly listed in the fixed scope offer document shall be considered out of scope. 

3.3 The implementation will be limited to one company, one environment, and one legal entity unless otherwise stated in the Offer. 

3.4 The Offer assumes the usage of standard Odoo features configured according to best practices for the industry. 

4. Exclusions 

The following are explicitly excluded from the scope: 

• Any custom development, code modification, or module extension. 

• Integration with third-party systems not listed in the fixed scope offer. 

• Data cleanup, transformation, or enrichment beyond provided templates. 

• Modifications to reports, screens, access rights, or workflows. 

• Changes to Odoo standard behavior or interface. 

• Any activity or requirement not explicitly stated in the offer details. 

5. Data Migration 

5. 1 The fixed scope offer assumes limited data migration as per the predefined templates provided by APPSGATE. 

5.2 The Customer shall be responsible for preparing and validating the data in the required format. 

5.3 APPSGATE shall perform one data migration (for production) only; any additional iterations will be subject to extra charges. 

6. Project Approach and Responsibilities 

6.1 The Project shall be executed based on the descripted approach and timeline. 

6.2 The Customer shall assign the required resources to act as the point of contact and decision-maker during the implementation. 

6.3 The Customer shall ensure his team authority and capability to provide the required information, approvals, and feedback to avoid project delays. 

6.4 The Provider shall deliver the project according to the documented scope, schedule, and deliverables using Odoo standard features. 

6.5 Any delay caused by the Customer’s unavailability, lack of data, repetition of session or delayed feedback will result in a corresponding extension of the delivery timeline and subsequently the project cost. 

6.6 Any additional sessions or extension of any tasks requested by the customer will result in a corresponding extension of the delivery timeline and subsequently the project cost. 

7. Acceptance and Sign-Off 

7.1 Each task or deliverable shall be presented to the Customer for review and acceptance upon completion. 

7.2 The Customer shall provide written feedback, confirmation, or rejection (with clear justification) within one (1) working day from the date of delivery or demonstration of the task or deliverable. 

7.3 Failure by the Customer to provide feedback, raise concerns, or formally reject the deliverable within the stated period shall constitute full acceptance of the deliverable as completed and approved. 

7.4 Any request for revision or rework after such deemed acceptance shall be treated as a Change Request and will be subject to the applicable change control process, including additional cost and timeline implications. 

8. Change Management 

8.1 Any request that requires functionality or effort beyond the agreed scope shall be treated as a Change Request. 

8.2 Change Requests shall be formally documented, estimated, and approved in writing before execution. 

8.3 Change Requests will affect the project cost and/or timeline based on mutual agreement. 

8.4 Change requests related to additional features or enhancements will be executed post implementing the fixed scope offer (no new features or enhancements will be done during the fixed scope offer implementation). 

9. Timeline and Delays 

9.1 The implementation timeline mentioned in the Offer assumes full cooperation and timely response from the Customer. 

9.2 Any delays from the Customer’s side, including unavailability of users or delayed data submission, will automatically extend the project timeline. 

9.3 APPSGATE shall be responsible for any delays arising from its internal processes, and no additional charges shall apply in such cases. 

9.4 APPSGATE shall not be held responsible for delays caused by factors outside its control. 

10. Training and Knowledge Transfer 

10.1 Training will be conducted online using MS teams. 

10.2 The training scope includes standard process flow demonstrations and user guidance within Odoo’s native features. 

10.3 Odoo’s standard training materials will be used as a reference. No customized or additional materials are planned as part of this offer. 

10.4 Additional training sessions or retraining due to user absence will be chargeable. 

11. Post go live Support  

11.1 Post go-live support period covers issues related to the solution misbehavior and guiding the users on operating the system. 

11.2 Post go live does not cover enhancements, new reports, or changes in process flow or in the access rights. 

11.3 Upon completion of the post go live period, the Customer may enter into a separate Annual Maintenance Contract (AMC). 

12. Annual Maintenance 

12.1 Upon completion of the post go live period, the Customer may enter into a separate Annual Maintenance Contract (AMC). 

12.2 Annual maintenance covers issues related to the solution misbehavior or system errors only 

12.3 Annual maintenance does not cover enhancements, new reports, or changes in process flow or in the access rights. 

12.4 The AMC process is managed through a ticket-based system, where Customers can raise support tickets that are promptly addressed by APPSGATE’s support team. 

13. Customer Obligations 

The Customer shall: 

• Provide all required data, access, and resources as per project needs. 

• Ensure active participation of assigned team members throughout the project. 

• The customer project manager is responsible for facilitating effective user sessions, ensuring participants clearly understand their business processes and preventing the sessions from turning into open-ended brainstorming discussions. 

• Oversee internal change management and guide users to embrace Odoo’s standard features without any customizations. 

• Ensure decisions are made promptly to avoid delays. 

14. Payment Terms 

14.1 Payments are not subject to delays or disputes related to internal approvals or user acceptance. 

14.2 Any unpaid balance beyond due dates shall result in suspension of services until payment is cleared. 

15. Validity and Contractual Terms 

15.1 This Offer and its Terms & Conditions constitute the complete agreement between the Parties regarding this project. 

15.2 Any modification to these terms must be in writing and mutually signed. 

15.3 The governing law and jurisdiction shall be the laws of the United Arab Emirates / Dubai. 

16. Mutual Understanding 

Both Parties confirm that: 

• The Offer is designed to deliver value through standard processes for the defined industry. 

• Success depends on adherence to scope, process, and responsibilities. 

• Any deviation from the agreed framework will require a separate change request or engagement. 

• Renewal of AMC will be done one month before the expiry of the service and it will be done as separate agreement. 

17. Limitation of Liability 

APPSGATE’s total cumulative liability for any claims, damages, or losses arising from or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Customer under this Offer. 

APPSGATE shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profit, data, or business interruption, even if advised of the possibility of such damages. 

18. Confidentiality 

Both Parties agree to treat as confidential all information disclosed in connection with this project. 
Neither Party shall disclose any such information to a third party without prior written consent, except as required by law. 

This obligation shall survive termination or completion of the Agreement.  

19. Intellectual Property Rights 

All intellectual property rights in materials, documentation, and deliverables produced by APPSGATE during the project shall remain the property of APPSGATE unless explicitly transferred in writing. 
The Customer is granted a non-exclusive, non-transferable license to use the deliverables solely for internal business operations. 

Odoo software and its modules remain the property of Odoo S.A. under their respective licensing terms. 

20. Data Privacy and Security 

The Customer remains the owner of all data entered into the system. 

APPSGATE shall use such data solely for the purpose of implementing and supporting the system. 

APPSGATE shall take reasonable technical and organizational measures to protect Customer data against unauthorized access, loss, or alteration. 

APPSGATE shall not be responsible for data breaches occurring due to third-party hosting environments or Customer-side misconfigurations. 

21. Force Majeure 

Neither Party shall be held liable for any delay or failure to perform obligations under this Agreement if such delay or failure results from causes beyond reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor disputes, or internet service disruptions. 
In such cases, the affected Party shall promptly notify the other Party and agree on revised timelines. 

22. Refund Policy 

22.1 Non-Refundable Initiation Fee 

• A non-refundable portion of the project fee (typically 20) is payable upon signing. 
• This covers project initiation, resource allocation, planning, and administrative expenses.

22.2 Refund Eligibility Based on Delivered Work 

Refunds are only applicable for the undelivered portion of the scope. 

• If work has already been completed or delivered (configuration, setup, data templates, etc.), that portion is not refundable. 

• Remaining undelivered tasks may be refunded proportionally if the project is cancelled by the client. 

22.3 Refund Requests Before Project Start 

• If the customer requests cancellation before the project start date, they are eligible for a refund of 100% of the paid amount. 

22.4 Refund Requests After Project Start 

If a customer chooses to discontinue after the project has started: 

• APPSGATE will calculate the value of work completed based on the predefined scope. 

• The cost of completed work + initiation fee will be deducted. 

• The remaining balance will be refunded. 

22.5 No Refund for Customer Delays 

• If the project is delayed due to lack of data, unavailability of users, or any client-side delays for more than 30 days, no refund will be issued. 

• APPSGATE will place the project on hold, and reactivation may require additional fees. 

22.6 No Refund After Users Training 

• Once users training is done or deemed accepted, the project is considered delivered and no refund will be provided. 

22.7 Change of Requirements 

• If cancellation is requested because the client’s requirements changed outside the agreed scope, this will not qualify for a refund of any delivered or ongoing work. 

22.8 Force Majeure 

• In cases where the client is unable to continue due to force majeure situations, APPSGATE may offer partial refunds or credits at management discretion. 

23. Termination 

Either Party may terminate this Agreement with immediate effect if the other Party: 

• Commits a material breach that remains uncured for 15 days after written notice. 

• Becomes insolvent, ceases operations, or files for bankruptcy. 

• Upon termination, the Customer shall pay for all work completed and approved up to the termination date. 

• No refunds shall be issued for services already rendered. 

24. Non-Solicitation 

The Customer agrees not to solicit or hire any employee or contractor of APPSGATE directly involved in the project for a period of twelve (12) months following completion of the project without APPSGATE’s prior written consent. 

25. Dispute Resolution 

In case of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve it amicably through negotiation. 
If no resolution is reached within 15 business days, the dispute shall be referred to arbitration under the rules of the Dubai International Arbitration Centre (DIAC), with proceedings held in Dubai, UAE, and conducted in English. 

26. Notices 

All notices and communications under this Agreement shall be in writing and delivered by email or registered mail to the authorized representatives of each Party as stated in the Offer. 
Notices shall be deemed received upon acknowledgment of receipt. 

27. Severability 

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

28. Entire Agreement 

This Agreement, together with the Offer and any signed amendments, constitutes the entire agreement between the Parties and supersedes any prior understandings, proposals, or communications.