Preamble
These Terms of Agreement ("Agreement") are entered into between Easy ERP, a ("Easy ERP," "Provider," "We," "Us," "Our"), and the entity or individual subscribing to or using Easy ERP's services ("Customer," "You," "Your").
This Agreement governs the Customer's access to and use of Easy ERP's enterprise resource planning software, associated modules, cloud hosting services (if applicable), support services, and any other related services provided by Easy ERP (collectively, the "Services").
By accessing, using, or subscribing to the Services, or by clicking a button or checking a box indicating Your acceptance (e.g., "I Accept," "Sign Up"), You acknowledge that You have read, understood, and agree to be legally bound by the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the Services.
Please read this Agreement carefully.
1. Definitions
The clarity and precision of the terms used throughout this Agreement are paramount to fostering a mutual understanding and preventing potential disputes. The definitions provided herein are foundational to the interpretation of each party's rights and obligations.
2. Agreement and Acceptance of Terms
This section establishes the legally binding nature of the Agreement and outlines the process for modifications to these terms, ensuring transparency and setting clear expectations for the contractual relationship.
2.1. Binding Agreement
This Agreement becomes legally binding upon the Customer by accessing or using the Services, or by an affirmative act of acceptance such as clicking an "I Accept," "Agree," or similar button or checkbox presented with these terms or during the Service registration or ordering process.8 If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents and warrants that they have the full legal authority to bind such entity and its Affiliates to this Agreement. If the individual does not possess such authority, they must not accept the Agreement, and neither they nor the entity may use the Services. The mechanism for acceptance must be clear and auditable to ensure enforceability. SAP, for instance, acknowledges acceptance via an "I Accept" button or other consent processes they establish.8
2.2. Changes to Terms
Easy ERP reserves the right to modify or update this Agreement, including any referenced policies such as the SLA or DPA, from time to time at its sole discretion.8 Easy ERP will provide Customer with notice of material changes to this Agreement. Such notice may be provided via email to the address associated with Customer's account, by posting a notification on the Easy ERP website, or through the Services interface. SAP provides notice of changes through its websites or user accounts.8
Unless otherwise specified by Easy ERP, changes to this Agreement will become effective upon posting or upon the date indicated in the notice. For existing Customers, material changes will typically become effective upon the start of their next Renewal Term, or 30 days after notice if no Renewal Term is applicable, unless immediate changes are required by law or for urgent security reasons. Changes will not apply retroactively without Customer's explicit consent.8
Customer's continued access to or use of the Services after the effective date of such changes shall constitute Customer's acceptance of the modified Agreement. If Customer does not agree to the changes, Customer's sole and exclusive remedy is to discontinue use of the Services and terminate this Agreement in accordance with its terms.8 It is Customer's responsibility to regularly review the most current version of this Agreement.
The ability for a provider to unilaterally modify terms is a common feature in SaaS agreements, offering necessary flexibility to adapt to evolving legal landscapes, service offerings, and business conditions. However, this right must be balanced with principles of fairness and transparency. Providing adequate notice and ensuring changes are not applied retroactively, as SAP's terms suggest 8, helps build trust and allows customers to assess the impact of such changes.
3. Services Provided by Easy ERP
This section defines the scope and nature of the Services offered by Easy ERP, the terms of access, and the management of user accounts, ensuring clarity on what the Customer is entitled to receive.
3.1. Description of Easy ERP Services
Easy ERP provides access to its proprietary enterprise resource planning Software and related Services, which may include various modules for finance, accounting, sales, inventory, manufacturing, human resources, customer relationship management, and other business processes. The specific Services, modules, features, and functionalities available to the Customer will be determined by the subscription plan, package, or edition selected by the Customer and detailed in the applicable Order Form ("Subscription Plan").
Easy ERP may offer its Services through different deployment models:
3.2. Access to and Use of the Software
Subject to Customer's compliance with this Agreement and payment of all applicable fees, Easy ERP grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted herein), non-sublicensable, revocable right and license during the Subscription Term to access and use the Services (and, in the case of Self-Hosting Services, to install and operate the Software) solely for Customer's internal business operations, in accordance with the Documentation and the limitations set forth in the Order Form (e.g., number of Authorized Users, specific modules). This licensing model is common, as seen in Odoo's grant of a non-exclusive, non-transferable license 2 and Oracle NetSuite's similar terms.10
Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers (for Self-Hosting Services), software, operating systems, networking, web servers, and the like.
3.3. Customer Accounts and Authorized Users
Customer will be required to establish an account to access the Services. Customer is responsible for designating one or more administrators who will have the authority to manage Customer's account and Authorized Users. Customer is responsible for maintaining the confidentiality of all account login information and for all activities that occur under its account(s). Customer agrees to notify Easy ERP immediately of any unauthorized use of its account or any other breach of security. Easy ERP will not be liable for any loss or damage arising from Customer's failure to comply with these security obligations.5
Access to and use of the Services is restricted to the number of Authorized Users specified in the applicable Order Form. Customer shall ensure that each Authorized User complies with this Agreement. Customer is responsible for all acts and omissions of its Authorized Users as if they were Customer's own acts or omissions.5 Credentials for Authorized Users may not be shared or used by more than one individual but may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. Odoo's fee structure is linked to the number of users and installed applications 4, highlighting the importance of managing user counts.
3.4. Modifications to Services
Easy ERP is continually innovating and improving its Services. Accordingly, Easy ERP reserves the right to modify, enhance, update, or discontinue features, functionalities, or any other aspect of the Services at its sole discretion. Easy ERP will use commercially reasonable efforts to provide Customer with reasonable prior notice of any material deprecation or discontinuation of a significant feature or functionality that Customer is actively using, where feasible, and to provide alternatives or migration paths if available. SAP's GTC also note that SAP Policies and Cloud Services may be modified, with information provided to customers.5 While service evolution is necessary, providers must balance this with customer reliance on existing functionalities. Clear communication about changes is key to managing customer expectations and minimizing disruption.
The distinction between Cloud and Self-Hosted deployment models carries significant implications for service delivery and responsibilities. For Cloud Services, Easy ERP manages the underlying infrastructure, security of that infrastructure, and routine software updates. For Self-Hosting Services, the Customer assumes greater responsibility for the operating environment, including hardware, network, operating system, and the application of updates and patches provided by Easy ERP. This division of responsibility must be clearly articulated throughout the Agreement.
4. Subscription, Fees, and Payment
This section details the financial terms governing the Customer's subscription to Easy ERP Services, including subscription plans, fee structures, payment obligations, tax responsibilities, and the processes for renewal and cancellation.
4.1. Subscription Plans and Term
Easy ERP offers various subscription plans for its Services, which may differ in terms of included modules, features, number of Authorized Users, support levels, and Subscription Term (e.g., monthly, annual). The specific Subscription Plan selected by the Customer, along with the initial Subscription Term, will be detailed in the Order Form.12
Unless otherwise specified in the Order Form or terminated earlier in accordance with this Agreement, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (or for one year, if the initial term was longer) unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current Subscription Term. This auto-renewal provision with a defined notice period for non-renewal is a standard practice, as seen in Odoo's agreements.2 Clear communication regarding auto-renewal is essential to prevent customer dissatisfaction.
4.2. Fees and Payment Conditions
Customer agrees to pay all fees specified in the applicable Order Form(s) ("Fees"). Fees are based on the Subscription Plan purchased and not on actual usage (unless otherwise specified for certain consumption-based services). Payment obligations are non-cancelable, and Fees paid are non-refundable, except as expressly provided in this Agreement (e.g., for uncured material breach by Easy ERP or under specific SLA remedy clauses). This is a common approach in SaaS agreements.1
Unless otherwise stated in the Order Form, Fees will be invoiced in advance, either annually or in accordance with any different billing frequency stated in the Order Form. Odoo, for example, offers monthly subscriptions for its cloud platform, typically payable by credit card or direct debit.9 Invoices are due and payable within twenty-one (21) days from the invoice date, unless otherwise specified in the Order Form.1
If Customer's usage of the Services exceeds the service capacity set forth on the Order Form (e.g., number of Authorized Users, transaction volumes, storage limits), Customer agrees to pay for such excess usage at Easy ERP's then-current rates, or as otherwise agreed in the Order Form. Easy ERP may invoice Customer for such overages, and Customer agrees to pay such invoices promptly. Odoo, for example, has provisions for charging extra fees for additional users or apps.11
Easy ERP reserves the right to modify the Fees for the Services effective upon the commencement of any renewal Subscription Term, provided that Easy ERP gives Customer at least sixty (60) days prior written notice of such Fee modification. Odoo's terms suggest a potential increase of up to 7% on renewal if prior fees were below list price 4, offering a degree of predictability.
If any invoiced amount is not received by Easy ERP by the due date, then without limiting Easy ERP's rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Easy ERP may condition future subscription renewals and Order Forms on payment terms shorter than those specified in this section. Furthermore, Easy ERP may suspend Customer's access to the Services if payment is overdue by more than thirty (30) days, after providing reasonable notice.1
4.3. Taxes
All Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding only taxes based on Easy ERP's net income. If Easy ERP has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Easy ERP will invoice Customer and Customer will pay that amount unless Customer provides Easy ERP with a valid tax exemption certificate authorized by the appropriate taxing authority. This is a standard clause found in agreements from SAP 1 and Odoo.9
4.4. Renewal and Cancellation
Subscription renewal terms are as set forth in Section 4.1.
Upon any termination or cancellation of the Agreement or a Subscription Plan by Customer (except for termination by Customer due to Easy ERP's uncured material breach), Customer will not be entitled to any refund of prepaid Fees, and any outstanding payment obligations will become immediately due and payable. General SaaS practice often limits refunds on cancellation.13
Robust clauses regarding late payments, including the right to charge interest and suspend services, are vital for Easy ERP's revenue protection and operational stability. Similarly, clear mechanisms for addressing usage overages ensure fair compensation for the services consumed.
5. Intellectual Property Rights
This section delineates the ownership of intellectual property related to the Easy ERP Software and Services, the Customer's data, and the licenses granted, while imposing necessary restrictions to safeguard Easy ERP's proprietary assets.
5.1. Easy ERP's Ownership of the Software and Services
Easy ERP and/or its licensors own and shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the Software, the Services, the Documentation, Easy ERP's Confidential Information, and any and all modifications, enhancements, customizations, updates, derivative works, or translations thereof, whether created by Easy ERP, Customer, or any third party (excluding Customer Data). This Agreement does not grant Customer any rights of ownership in the Software or Services or any Intellectual Property Rights therein, except for the limited licenses expressly granted in Section 5.3. This assertion of ownership is fundamental and is mirrored in the terms of major ERP providers like Odoo 4, SAP 1, and Oracle.10
If Customer or any of its Authorized Users provides any suggestions, ideas, enhancement requests, feedback, recommendations, or other information to Easy ERP relating to the Software or Services ("Feedback"), Customer grants Easy ERP a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, transferable license to use, incorporate, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback in connection with the Software, Services, and Easy ERP's business, without any obligation or compensation to Customer. Oracle's terms, for instance, include a broad license for feedback 10, which is valuable for product development.
5.2. Customer's Ownership of Customer Data
As between Easy ERP and Customer, Customer exclusively owns all right, title, and interest in and to all Customer Data. Easy ERP shall not acquire any rights in Customer Data, other than the limited right to use Customer Data as necessary to provide the Services to Customer and as otherwise permitted under this Agreement (e.g., for support, troubleshooting, or as aggregated and anonymized data for service improvement, if explicitly stated and permitted by the DPA). This clear delineation of data ownership is critical for customer trust and is a standard tenet in agreements from providers like SAP 1 and Oracle.10
5.3. License Grant to Customer
Subject to Customer's timely payment of all applicable Fees and continuous compliance with the terms and conditions of this Agreement, Easy ERP grants Customer a limited, non-exclusive, non-transferable (except as permitted under Section 15.2 "Assignment"), non-sublicensable, revocable license during the applicable Subscription Term to:
5.4. Restrictions on Use
Customer shall not, and shall not cause or permit any Authorized User or third party to, directly or indirectly:
6. Customer Obligations and Acceptable Use
This section outlines Customer's responsibilities in using the Easy ERP Services appropriately, legally, and in accordance with this Agreement, and defines activities that are strictly prohibited.
6.1. Customer Responsibilities
Customer shall:
6.2. Acceptable Use Policy (AUP)
Customer agrees not to use, and not to permit its Authorized Users or any third party to use, the Services to:
7. Data Protection and Security
This section addresses the critical aspects of data privacy, security, and compliance with applicable Data Protection Laws, such as GDPR. It outlines the roles of each party in data processing and Easy ERP's commitments to safeguarding Customer Data. Many major providers like SAP
7.1. Processing of Personal Data
Easy ERP acknowledges that in providing the Services, it may process Customer Data that includes Personal Data. With respect to such processing:
7.2. Security Measures
Easy ERP will implement and maintain commercially reasonable and appropriate technical and organizational measures (TOMs) designed to protect the security, confidentiality, and integrity of Customer Data, including Personal Data, against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures shall take into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Specific TOMs may be detailed in the DPA or a separate security document. Odoo's Cloud SLA page, for instance, mentions specific security features like Grade A SSL and Tier-III data centers.2 SAP's DPA refers to separate, detailed TOMs documents.7
7.3. Data Breach Notification
Easy ERP will notify Customer without undue delay after becoming aware of a confirmed Personal Data Breach affecting Customer Data processed by Easy ERP. Such notification will describe the nature of the Personal Data Breach, the likely consequences, and the measures taken or proposed to be taken by Easy ERP to address the breach and mitigate its possible adverse effects. Easy ERP will provide reasonable cooperation and assistance to Customer in relation to any Personal Data Breach notifications Customer may be required to make to supervisory authorities or affected Data Subjects under Data Protection Laws. This aligns with standard DPA provisions from SAP 7 and Microsoft.3
7.4. Data Subject Rights
To the extent Customer cannot address a Data Subject's request through its use of the Services, Easy ERP will, upon Customer's written request and to the extent legally permitted and technically feasible, provide reasonable assistance to Customer in fulfilling its obligations to respond to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (e.g., rights of access, rectification, erasure, restriction of processing, data portability).7 Customer is responsible for verifying the identity of the Data Subject.
7.5. Use of Subprocessors
Customer acknowledges and agrees that Easy ERP may engage third-party subprocessors in connection with the provision of the Services. Easy ERP will provide Customer with information about its subprocessors upon request or through a designated website. Easy ERP will notify Customer of any intended new subprocessors or changes to existing subprocessors, thereby giving Customer an opportunity to object to such changes on reasonable grounds related to data protection. If Customer objects, Easy ERP will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid processing of Personal Data by the objected-to new subprocessor. If Easy ERP is unable to make available such change within a reasonable period of time, Customer may terminate the applicable Order Form(s) with respect to only those Services which cannot be provided by Easy ERP without the use of the objected-to new subprocessor. Easy ERP will ensure that any subprocessor it engages is bound by a written agreement that imposes data protection obligations substantially similar to those imposed on Easy ERP under this Agreement and the DPA. Easy ERP shall remain liable for the acts and omissions of its subprocessors to the same extent Easy ERP would be liable if performing the services of each subprocessor directly. SAP's DPA provides a detailed framework for subprocessor management.7
7.6. Data Location and International Transfers
Easy ERP will store and process Customer Data in the geographic region(s) specified in the Order Form or as otherwise agreed with Customer. Odoo, for example, offers a choice of hosting regions 2, and Google Cloud allows regional selection.16 If the processing of Personal Data involves a transfer of Personal Data outside the European Economic Area (EEA) or other jurisdiction with data transfer restrictions to a country not recognized as providing an adequate level of data protection, Easy ERP shall ensure that such transfers are undertaken in compliance with applicable Data Protection Laws, using appropriate safeguards such as Standard Contractual Clauses (SCCs) or other lawful transfer mechanisms. SAP's DPA explicitly mentions the use of EU SCCs.7
7.7. Data Retention and Deletion
Easy ERP will retain Customer Data for the duration of the Subscription Term. Upon termination or expiration of this Agreement, Customer will have a defined period (e.g., 30 days) to access its account and export its Customer Data using Easy ERP's standard export tools or procedures.5 Following this export period, Easy ERP will delete or anonymize Customer Data from its production systems in accordance with its data deletion policies and applicable Data Protection Laws, unless legally required to retain some or all of the Customer Data. The specifics of data export and deletion are crucial for customer off-boarding and compliance.5
The establishment of a clear DPA, whether separate or integrated, is fundamental for GDPR compliance and for addressing customer concerns about data handling. Transparency regarding subprocessors and the security measures (TOMs) employed by Easy ERP will be critical in building and maintaining customer trust, especially given the sensitive nature of data processed by an ERP system.
8. Service Level Agreement (SLA)
This section, or a separately referenced SLA document, defines Easy ERP's commitments regarding the performance and availability of the Cloud Services, as well as the support services provided to Customer. For Self-Hosting Services, different support terms may apply as specified in the Order Form. Major providers like SAP often have detailed, separate SLA documents.
8.1. Service Availability (for Cloud Services)
((Total Minutes in Calendar Month - Downtime Minutes) / Total Minutes in Calendar Month) * 100.8.2. Support Services
8.3. Scheduled Maintenance (for Cloud Services)
Easy ERP will periodically conduct scheduled maintenance on the Cloud Platform to ensure optimal performance and security ("Scheduled Maintenance"). Easy ERP will use commercially reasonable efforts to provide Customer with at least [e.g., 48 hours or 5 business days] prior notice of Scheduled Maintenance that is expected to cause significant unavailability. Notice may be provided via email or through the Services. Scheduled Maintenance will, where practicable, be performed during off-peak hours (e.g., weekends or specific nightly windows). SAP's SLA mentions advance notice for maintenance windows 23 and provides typical windows.22 Easy ERP may also perform emergency maintenance without prior notice if deemed necessary to address critical security vulnerabilities or system failures ("Emergency Maintenance").
8.4. Remedies for SLA Breach (Service Credits - for Cloud Services)
If Easy ERP fails to meet the Uptime Commitment in a given calendar month, and Customer has been affected by such failure, Customer may be eligible to receive a service credit ("Service Credit") as its sole and exclusive remedy for such failure.
| Monthly Uptime Percentage | Service Credit Percentage of Monthly Fee |
| Less than [e.g., 99.9%] but equal to or greater than [e.g., 99.0%] | [e.g., 10%] |
| Less than [e.g., 99.0%] but equal to or greater than [e.g., 95.0%] | [e.g., 25%] |
| Less than [e.g., 95.0%] | [e.g., 50%] |
(This table structure is illustrative; specific percentages and tiers need to be defined by Easy ERP. SAP's SLA offers 2% of monthly fees for each 1% below the SLA target [23]).
* The Service Credit is calculated as a percentage of the monthly subscription fees paid by Customer for the affected Cloud Service for the month in which the Uptime Commitment was not met. The maximum total Service Credit for any calendar month shall not exceed [e.g., 50% or 100%] of the monthly subscription fees for the affected Service.
* **Claim Process:** To receive a Service Credit, Customer must submit a claim by sending an email to within thirty (30) days from the end of the month in which the Uptime Commitment was not met. The claim must include: (i) "SLA Credit Request" in the subject line; (ii) the dates and times of each unavailability incident that Customer is claiming; (iii) Customer's account information; and (iv) any logs or documentation that corroborate the claimed unavailability. SAP requires claims within 30 business days.[22, 23]
* Service Credits will be applied to future invoices for the affected Cloud Service. Service Credits are not redeemable for cash.
The measurability and realistic achievability of SLA commitments are paramount. Over-promising can lead to frequent breaches and erode customer trust. Clearly defining Downtime, Excluded Downtime, and the scope of support helps manage expectations effectively. If Service Credits are offered, stating them as the sole and exclusive remedy for SLA breaches is a common practice to limit further liability.
9. Confidentiality
This section establishes the obligations of both Easy ERP and the Customer to protect sensitive information exchanged during the course of their relationship.
9.1. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
9.2. Obligations of Receiving Party
The Recipient agrees to:
9.3. Exclusions from Confidentiality
The obligations under Section 9.2 will not apply to any information that the Recipient can demonstrate:
9.4. Compelled Disclosure
If the Recipient is required by law, regulation, or court order to disclose any of the Discloser's Confidential Information, the Recipient will, to the extent legally permissible, provide the Discloser with prompt written notice of such requirement prior to disclosure so that the Discloser may seek a protective order or other appropriate remedy. The Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed Confidential Information.25
Mutual confidentiality obligations are standard and reflect a fair allocation of responsibility for protecting sensitive information. The duration of these obligations often extends beyond the term of the Agreement, particularly for trade secrets or highly sensitive data. Linking the "reasonable degree of care" for protecting Customer Data to the specific security measures outlined in Section 7 (Data Protection and Security) or a DPA can provide a more concrete and auditable standard.
10. Warranties and Disclaimers
This section sets forth the limited warranties provided by Easy ERP regarding its Services and Software, and expressly disclaims all other warranties to the extent permitted by law.
10.1. Limited Warranties Provided by Easy ERP
Easy ERP warrants that:
10.2. Disclaimers
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 10.1, THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. EASY ERP AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Specifically, and without limiting the foregoing, Easy ERP does not warrant that: (i) the Services or Software will be uninterrupted, error-free, timely, or secure; (ii) all errors or defects in the Services or Software will be corrected; (iii) the Services or Software will meet Customer's specific requirements or expectations; or (iv) the results that may be obtained from the use of the Services will be accurate or reliable.
The "AS IS" provision is a significant disclaimer for the provider.15 While it limits Easy ERP's liability, it is balanced by the specific, limited warranties provided in Section 10.1. This balance is crucial for commercial acceptability, as enterprise customers generally expect some level of performance assurance. The warranty of "substantial conformance to Documentation" 5 underscores the importance of accurate and comprehensive Documentation from Easy ERP.
10.3. Customer's Sole Remedy
For any breach of the limited warranties set forth in Section 10.1, Customer's sole and exclusive remedy, and Easy ERP's entire liability, shall be, at Easy ERP's sole option and expense:
11. Limitation of Liability
This section defines the financial limits of each party's liability to the other for damages arising out of or in connection with this Agreement. These clauses are typically among the most heavily negotiated in software and SaaS contracts.
11.1. Exclusion of Indirect and Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, CUSTOMER DATA, GOODWILL, USE, OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, WARRANTY, OR OTHERWISE), EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
This exclusion is a standard risk allocation mechanism in commercial contracts.4
11.2. Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS (AS DEFINED IN SECTION 11.3), EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY (AND ITS AFFILIATES) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO EASY ERP FOR THE SPECIFIC SERVICE(S) GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
Odoo's terms limit liability to 50% of the total amount paid in the prior 12 months.4 A cap based on 12 months of fees is a common benchmark in SaaS agreements.28 The suitability of this cap for an ERP system, given potential implementation costs and business impact, may be a point of discussion. Reciprocity in liability caps, where both parties are subject to similar limitations, is generally considered a fair approach.
11.3. Excluded Claims (Exceptions to Limitations)
The limitations and exclusions of liability set forth in Sections 11.1 and 11.2 shall not apply to:
The purpose of these limitations is to create a predictable financial risk profile for both parties. Without such limitations, the potential liability associated with providing or using complex software like an ERP system could be disproportionately large compared to the value of the contract.
12. Indemnification
This section allocates responsibility between Easy ERP and Customer for defending against and covering losses from certain types of third-party claims.
12.1. Indemnification by Easy ERP
Easy ERP will defend Customer, its officers, directors, and employees ("Customer Indemnitees") against any claim, demand, suit, or proceeding made or brought against Customer Indemnitees by a third party alleging that Customer's authorized use of the Services (excluding Customer Data and any third-party applications or services not provided by Easy ERP) in accordance with this Agreement infringes or misappropriates such third party's valid patent, copyright, or trade secret ("IP Claim"). Easy ERP will indemnify Customer Indemnitees from any damages, attorney fees, and costs finally awarded against Customer Indemnitees as a result of, or for amounts paid by Customer Indemnitees under a settlement approved in writing by Easy ERP of, an IP Claim. This is a standard provider obligation.1
Easy ERP's obligations under this Section 12.1 are conditioned upon Customer: (a) promptly giving Easy ERP written notice of the IP Claim; (b) giving Easy ERP sole control of the defense and settlement of the IP Claim (except that Easy ERP may not settle any IP Claim unless it unconditionally releases Customer of all liability); and (c) providing Easy ERP with all reasonable assistance, at Easy ERP's expense.
Easy ERP will have no liability or obligation under this Section 12.1 with respect to any IP Claim if such claim is caused in whole or in part by: (i) Customer's or any Authorized User's breach of this Agreement; (ii) use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Easy ERP, if the alleged infringement relates to such combination and would not have occurred but for such combination; (iii) Customer Data; (iv) modification of the Services by anyone other than Easy ERP or its authorized contractors; (v) Customer's continued allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) Customer's use of the Services in a manner not strictly in accordance with this Agreement or the Documentation.1
If the Services become, or in Easy ERP's opinion are likely to become, the subject of an IP Claim, Easy ERP may, at its option and expense: (1) procure for Customer the right to continue using the Services as set forth herein; (2) replace or modify the Services to make it non-infringing without material degradation of functionality; or (3) if options (1) or (2) are not commercially reasonable in Easy ERP's sole judgment, terminate this Agreement (or the affected Service) and refund to Customer any prepaid, unused fees for the terminated Services covering the remainder of the Subscription Term.1 This Section 12.1 states Easy ERP's entire liability and Customer's sole and exclusive remedy for IP Claims.
12.2. Indemnification by Customer
Customer will defend Easy ERP, its Affiliates, officers, directors, and employees ("Easy ERP Indemnitees") against any claim, demand, suit, or proceeding made or brought against Easy ERP Indemnitees by a third party: (a) alleging that Customer Data, or Customer's use of Customer Data with the Services, infringes or misappropriates such third party's intellectual property rights or violates applicable law; (b) arising from Customer's use of the Services in violation of this Agreement, the Acceptable Use Policy, or applicable law; or (c) arising from a breach by Customer of its representations or warranties made in this Agreement. Customer will indemnify Easy ERP Indemnitees from any damages, attorney fees, and costs finally awarded against Easy ERP Indemnitees as a result of, or for amounts paid by Easy ERP Indemnitees under a settlement approved in writing by Customer of, such a claim.
Easy ERP's rights under this Section 12.2 are conditioned upon Easy ERP: (i) promptly giving Customer written notice of the claim; (ii) giving Customer sole control of the defense and settlement of the claim (except that Customer may not settle any claim unless it unconditionally releases Easy ERP of all liability); and (iii) providing Customer with all reasonable assistance, at Customer's expense.
12.3. Procedure
The indemnification procedures outlined in Sections 12.1 and 12.2 (prompt notice, sole control of defense, reasonable cooperation) are critical for the effective operation of these clauses.1 The indemnifying party typically requires control over the defense and settlement as it bears the financial responsibility. The indemnified party, in turn, needs assurance that any settlement will not adversely affect its interests without its consent.
The IP infringement indemnity provided by Easy ERP is a cornerstone of protection for the Customer. The scope of this indemnity, including its exclusions, will be carefully reviewed by customers. Reciprocal indemnities ensure that risks are allocated appropriately based on which party has control over the infringing material or activity.
Table 1: Comparison of Key Risk Allocation Clauses (Liability & Indemnity)
| Clause Type | Odoo's Approach (Illustrative Summary) | SAP's Approach (Illustrative Summary) | Proposed Easy ERP Approach | Rationale/Industry Standard |
| Limitation of Liability: Cap | Aggregate liability capped at 50% of fees paid in prior 12 months; mutual. | General Terms and Conditions define liability caps, often related to contract value or fees paid; specific caps can be in Order Form. | Each party's aggregate liability capped at total fees paid/payable in prior 12 months for the specific service. | Common SaaS standard is 12 months fees. Mutual cap is fair. |
| Limitation of Liability: Excluded Damages | Excludes indirect, special, exemplary, incidental, consequential damages (loss of revenue, profits, data). | Excludes indirect and consequential damages. | Exclude indirect, incidental, special, punitive, exemplary, or consequential damages. | Standard practice to exclude damages not directly foreseeable. |
| Limitation of Liability: Carve-outs from Cap | Not explicitly detailed for general cap, but specific remedies may apply for certain breaches. | Certain claims (e.g., IP infringement defense by SAP, willful misconduct) may be excluded from standard caps. | Carve-outs for: indemnification obligations, Customer payment obligations, gross negligence/willful misconduct/fraud, certain confidentiality breaches, IP infringement by a party. | Essential for fair risk allocation; indemnities, fraud often have higher or no caps. |
| IP Indemnification by Provider (Scope) | Odoo Enterprise Agreement implies protection but specifics would be key. Odoo licenses (LGPL/Proprietary) define use. | SAP defends customer against third-party claims of IP (patent, copyright, trade secret) infringement by SAP Cloud Services or Deliverables. | Easy ERP defends customer against third-party claims that authorized use of Services infringes patent, copyright, or trade secret. | Standard and critical protection for SaaS customers. |
| IP Indemnification by Provider (Exclusions) | Not explicitly detailed in provided snippets for Enterprise Agreement, but general license terms apply. | Exclusions for: use with non-SAP products, no-fee services, customer modifications, customer-provided specs, non-permitted use. | Exclusions for: customer misuse/modification, combination with non-Easy ERP products if infringement is due to combination, Customer Data, use of superseded versions if avoidable. | Standard exclusions to limit provider liability to its own IP. |
| IP Indemnification by Provider (Remedies) | Not explicitly detailed for Enterprise Agreement in snippets. | Options: procure right to use, replace/modify to be non-infringing, or terminate and refund. | Options: procure right, replace/modify, or terminate and refund prepaid unused fees. | Standard remedies to resolve infringement issues. |
| Indemnification by Customer | Customer liable for its own actions/data. General terms of sale apply. | Customer defends SAP for claims arising from Customer Data, breach of agreement, or violation of law. | Customer defends Easy ERP for claims related to: Customer Data, unauthorized/illegal use of Services, AUP breach. | Standard for customer-controlled aspects. |
13. Term, Termination, and Suspension
This section governs the duration of the Agreement, the conditions under which either party may terminate the Agreement, and circumstances that may lead to a temporary suspension of Services.
13.1. Term of the Agreement
This Agreement commences on the Effective Date (or the date of Customer's acceptance, as specified in the Order Form or sign-up process) and shall continue for the initial Subscription Term specified in the applicable Order Form.2 Thereafter, this Agreement and the relevant Subscription Term will automatically renew as set forth in Section 4.1 (Subscription Plans and Term), unless terminated earlier in accordance with the provisions of this Section 13.
13.2. Termination for Cause
Either party may terminate this Agreement or an affected Order Form for cause:
13.3. Termination for Convenience (if applicable)
If applicable, either party may terminate this Agreement for convenience by providing [e.g., sixty (60) or ninety (90)] days prior written notice to the other party. If Customer terminates for convenience, Customer shall not be entitled to any refund of prepaid Fees, and all unpaid Fees for the remainder of the then-current Subscription Term shall become immediately due and payable.
13.4. Suspension of Services
Easy ERP may suspend Customer's or any Authorized User's right to access or use any portion or all of the Services immediately upon written notice to Customer if Easy ERP determines:
13.5. Effect of Termination
Upon any termination or expiration of this Agreement or an Order Form:
14. Governing Law and Dispute Resolution
This section specifies the legal framework that will govern the Agreement and the procedures for resolving any disputes that may arise between Easy ERP and Customer.
14.1. Governing Law
This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be governed by and construed in accordance with the laws of, without giving effect to any choice or conflict of law provision or rule (whether of or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Odoo, for example, specifies Belgian law.4 The choice of jurisdiction is a significant decision, as it impacts how the agreement is interpreted and the potential costs of dispute resolution.
14.2. Dispute Resolution
The choice between arbitration and court litigation depends on various strategic factors, including cost, speed, publicity, and desired level of judicial review. Including an initial informal negotiation or escalation step is a common best practice to encourage amicable resolution before resorting to more formal and costly proceedings.
15. General Provisions
This section includes standard legal clauses that address various miscellaneous but important aspects of the contractual relationship between Easy ERP and Customer.
15.1. Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the Order Form (or to such other address that may be designated by the receiving party from time to time in accordance with this section). Notices shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage prepaid).
15.2. Assignment
Neither party may assign or transfer any of its rights or delegate any of its obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any purported assignment or delegation in violation of this section will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. The assignment clause, particularly concerning changes of control (mergers/acquisitions), is important. Parties often want some control or at least notification if the other party is acquired, especially by a competitor.
15.3. Force Majeure
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the affected party, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, or denial-of-service attacks or other widespread internet disruptions not caused by the party (a "Force Majeure Event").4 The affected party shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. In a cloud context, it is important to consider events like widespread internet outages or failures of major underlying cloud infrastructure providers if Easy ERP relies on them.
15.4. Entire Agreement
This Agreement, including all Order Forms, the DPA, the SLA, and any other documents expressly incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.35 This clause is crucial to ensure that the written agreement is the complete understanding and that informal discussions or prior documents are not considered part of the binding contract. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the DPA, (3) this Agreement, (4) the SLA, and (5) any other Documentation.
15.5. Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.4
15.6. Waiver
No waiver by either party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15.7. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
15.8. No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided with respect to Indemnitees in Section 12.35
15.9. Headings
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
15.10. Interpretation
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive.
Table 2: Data Processing Roles and Responsibilities Summary
| Processing Activity | Customer Role (Generally) | Easy ERP Role (Generally) | Key Customer Responsibilities | Key Easy ERP Responsibilities | Relevant DPA/Agreement Clause(s) |
| Inputting & Managing Customer Data in ERP | Data Controller | Data Processor | Ensuring legality, accuracy, and obtaining consents for data. Configuring access controls. Managing Authorized Users. Defining data fields. | Providing the platform for data input and management. Processing data according to the Customer's instructions (use of the Service). Implementing security measures for data stored. | Section 7.1, DPA Sections [X, Y] |
| Hosting of Customer Data (Cloud Services) | Data Controller | Data Processor | Selecting hosting region (if offered). | Providing secure hosting infrastructure. Implementing TOMs for data at rest and in transit. Managing physical and environmental security of data centers (or ensuring subprocessor does). | Section 7.2, 7.6, DPA Sections |
| Providing Technical Support (involving data access) | Data Controller | Data Processor | Authorizing access for support purposes if necessary. Providing accurate information about issues. | Accessing Customer Data only as necessary and authorized to resolve support issues. Maintaining confidentiality of accessed data. Adhering to access control protocols. | Section 7.1, 8.2, DPA Section [C] |
| User Authentication & Access Management | Data Controller | Data Processor | Managing user identities and credentials. Setting and enforcing password policies. Monitoring for unauthorized access by its users. | Providing tools for user authentication. Implementing security measures to protect authentication systems. | Section 3.3, 6.1 |
| Responding to Data Subject Requests (DSRs) | Data Controller | Data Processor | Receiving and verifying DSRs. Using Service tools to fulfill DSRs where possible. Instructing Easy ERP if assistance is needed. | Providing tools within the Service to help Customer manage DSRs. Providing reasonable assistance to Customer upon request to fulfill DSRs for data processed by Easy ERP. | Section 7.4, DPA Section |
| Data Breach Incident Management | Data Controller | Data Processor | Notifying relevant authorities and data subjects if required by Data Protection Laws for breaches on Customer's side or impacting Customer-controlled systems. | Notifying Customer without undue delay of a Personal Data Breach affecting Customer Data processed by Easy ERP. Providing reasonable assistance to Customer for its breach notification and mitigation efforts. Implementing TOMs to prevent breaches. | Section 7.3, DPA Section [E] |
| Engaging Subprocessors | Data Controller | Data Processor | Reviewing Easy ERP's subprocessor list and objecting on reasonable data protection grounds if applicable. | Conducting due diligence on subprocessors. Ensuring contractual obligations with subprocessors are in place. Notifying Customer of new/changed subprocessors. Remaining liable for subprocessor acts. | Section 7.5, DPA Section [F] |
| Data Export & Deletion Post-Termination | Data Controller | Data Processor | Requesting and performing data export within the defined period. | Making data available for export post-termination for a defined period. Securely deleting Customer Data after the export period in accordance with policies and law. | Section 7.7, 13.5 |
This table provides a high-level overview. Specific responsibilities and the allocation thereof will be detailed further in Easy ERP's Data Processing Addendum, which is an integral part of this Agreement when Personal Data is processed.
(End of Easy ERP Terms of Agreement)