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Terms & Conditions

Effective Date: October 6, 2025

Parties: AvalonERP, LLC (“AvalonERP”) and the entity identified in the applicable SOW (“Client”)

1. Introduction

1.1 Parties and Agreement. These Terms and Conditions (“T&Cs”) govern implementation, customization, integration, support, and related professional services (“Services”) provided by AvalonERP to Client. These T&Cs together with each Statement of Work (“SOW”) constitute the “Agreement.”

1.2 Scope & Precedence. If there is a conflict, the following order of precedence applies: (a) the SOW (including any schedules), (b) these T&Cs, (c) referenced policies.

1.3 Acceptance. Client accepts these T&Cs by executing an SOW or order form, clicking to accept, or using/paying for the Services.

1.4 Third-Party Software. Client’s use of third-party software (including Odoo) is governed by those third-party terms.

1.5 International Use. AvalonERP primarily operates in the United States; Client remains responsible for its own regulatory obligations in the jurisdictions where it operates.

2. User Eligibility and Accounts

2.1 Eligibility. Client represents it is duly organized and that the signer has authority to bind Client.

2.2 Accounts & Security. Client is responsible for maintaining the confidentiality of credentials and all activity under its accounts and will promptly notify AvalonERP of suspected unauthorized use.

2.3 Authorized Users. Only Client-authorized personnel may access environments we provision or manage; Client is responsible for their compliance with this Agreement.

3. Description of Services

3.1 Implementation. Planning, configuration, data migration, testing, and go-live for Odoo (Community or Enterprise) per SOW.

3.2 Customizations. Feature/workflow/module development (including via NOMAD and AET) as specified in the SOW and designed to be upgrade-safe and aligned with Odoo best practices unless otherwise agreed.

3.3 Integrations. Integration with Client-designated third-party systems subject to API availability and Client-secured access/licenses.

3.4 Support Plans & Hours.

  • Foundation: $100/month (1–10 users); ticketed support during business hours (Mon–Fri, excluding U.S. federal holidays).
  • Growth: $750/month (10–50 users); ticketed support + scheduled remote sessions; prioritized queue during business hours.
  • Enterprise: $2,500/month (50+ users); includes SLAs, a dedicated account manager, and quarterly business reviews (QBRs).
    SLA level corresponds to the paid tier and is defined in the applicable SOW or support addendum.
    3.5 Exclusions. Hosting is excluded unless expressly stated in the SOW. Odoo Enterprise and other third-party subscriptions are separate and paid by Client.

4. Client Obligations and Prohibited Conduct

4.1 Cooperation. Client will provide timely access to stakeholders, SMEs, data, test environments, and approvals. Delays in Client inputs may impact timelines/cost.

4.2 Data & Lawful Use. Client is solely responsible for data accuracy, quality, and legality and for obtaining all consents required by law.

4.3 Environments & Backups. Unless otherwise agreed, Client is responsible for production hosting, environment stability, and backups.

4.4 Prohibited Conduct. Client will not (a) circumvent third-party license/usage limits (e.g., Odoo Enterprise user counts), (b) introduce malware, (c) reverse-engineer or decompile AvalonERP proprietary tools except as permitted by law, or (d) use the Services to violate law or third-party rights.

5. Intellectual Property Rights

5.1 Odoo Licensing. Odoo Community Edition is licensed under LGPLv3; Odoo Enterprise Edition is licensed under the Odoo Enterprise Edition License and requires a valid subscription with Odoo SA; rights/restrictions for Odoo are defined by those licenses and Odoo’s subscription terms.

5.2 Pre-Existing IP. Each party retains all rights in its pre-existing intellectual property, including methodologies, templates, libraries, NOMAD, AET, and know-how.

5.3 Custom Deliverables. Upon full payment, AvalonERP assigns to Client the copyright in Custom Deliverables created specifically for Client and identified in the SOW, excluding: (i) Odoo core and third-party code, (ii) AvalonERP pre-existing IP, and (iii) general know-how. To the extent pre-existing IP is embedded in Deliverables, AvalonERP grants Client a perpetual, worldwide, non-exclusive, internal-use license to that embedded IP.

5.4 Open-Source Components. Any open-source components (including Odoo Community/OCA modules) remain under their original licenses, which Client agrees to follow.

5.5 Feedback. Client grants AvalonERP a royalty-free, perpetual license to use feedback to improve our services/tools without disclosing Client Confidential Information.

6. Fees, Billing, and Payment

6.1 Fees. (a) Project fees (time-and-materials or fixed price per SOW) and (b) support subscriptions (Foundation/Growth/Enterprise). Third-party fees are separate.

6.2 Invoicing & Payment. Unless the SOW states otherwise, project fees are invoiced per milestone or monthly in arrears; subscriptions are invoiced monthly in advance. Payment is due within 15 days of invoice date.

6.3 Taxes (Kansas Nexus). Fees are exclusive of taxes. Given AvalonERP’s State of Kansas tax nexus, applicable sales/use or similar taxes will be added where required by law. Client is responsible for all taxes other than taxes on AvalonERP’s net income.

6.4 Late Payment; Suspension. Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law, if lower). AvalonERP may suspend Services (including support) for non-payment upon 7 days’ written notice.

6.5 Expenses. Pre-approved, reasonable, and documented out-of-pocket expenses will be billed to Client.

7. Termination and Suspension

7.1 Term. This Agreement begins on the Effective Date and continues until all SOWs/subscriptions expire or terminate.

7.2 Termination for Convenience. Either party may terminate a subscription or SOW on 30 days’ prior written notice unless the SOW specifies a committed term.

7.3 Termination for Cause. Either party may terminate immediately for the other party’s material breach not cured within 30 days of written notice (10 days for payment breaches).

7.4 Effect of Termination. Upon termination: (a) all unpaid fees become due; (b) subscriptions end at the close of the paid-through period; (c) no refunds for Services performed or elapsed subscription periods unless expressly stated in an SOW; and (d) upon request within 30 days, AvalonERP will provide commercially reasonable transition assistance at then-current rates.

7.5 Suspension. We may suspend Services for security risk, unlawful activity, or license non-compliance (e.g., Odoo Enterprise user counts), after notice where feasible.

7.6 Survival. Provisions concerning fees, IP, confidentiality, data protection, disclaimers, liability limits, and governing law survive termination.

8. Disclaimers, Warranties, and Limitation of Liability

8.1 Third-Party & Open-Source. Odoo and other third-party software (including open-source components) are provided under their own licenses/terms. AvalonERP disclaims all warranties for third-party/open-source components to the maximum extent permitted by law.

8.2 Services Warranty. AvalonERP warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client’s exclusive remedy for breach is reperformance of the Services, or if reperformance is not commercially reasonable, a refund of fees paid for the non-conforming Services.

8.3 General Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.4 Limitation of Liability. EXCEPT FOR (i) CLIENT’S PAYMENT OBLIGATIONS, (ii) A PARTY’S BREACH OF CONFIDENTIALITY OR DATA-PROTECTION OBLIGATIONS, OR (iii) INFRINGEMENT OF THE OTHER PARTY’S IP, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EXCEPT FOR THE FOREGOING CARVE-OUTS, EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO AVALONERP DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Confidentiality and Data Protection

9.1 Confidentiality. Each party will protect the other party’s Confidential Information with at least reasonable care and use it only to perform under this Agreement. Exceptions apply for information that is public, independently developed, or rightfully received from a third party.

9.2 Data Roles. For personal data that AvalonERP processes on Client’s behalf in providing the Services, Client is the controller and AvalonERP is the processor/service provider under applicable law. No separate DPA or sub-processor list is maintained or attached to these T&Cs.

9.3 Processing Boundaries (No External Transfer). No information will leave our databases. AvalonERP will not transfer Client data to external systems except as strictly necessary to deliver Services expressly requested in an SOW (e.g., integrations designated by Client) and only within the constraints of these T&Cs.

9.4 Privacy Compliance. AvalonERP will act in accordance with applicable U.S. privacy law and, where applicable due to Client’s operations, will support reasonable compliance steps aligned with GDPR/CCPA without separate addenda.

9.5 Security Measures. AvalonERP will implement reasonable and appropriate technical and organizational measures designed to protect personal data against unauthorized access, loss, or disclosure, considering the nature and purposes of processing.

9.6 Breach Notice. AvalonERP will notify Client without undue delay (and in any case within 72 hours of confirmation where feasible) after becoming aware of a personal-data breach involving Client data, sharing available information consistent with law.

9.7 Sub-processors. AvalonERP may engage subcontractors to support the Services under obligations no less protective than these T&Cs; AvalonERP remains responsible for their performance. No standing public list is maintained or attached.

9.8 Data Return/Deletion. Upon written request within 30 days after termination, AvalonERP will make available to Client project artifacts and Client data in a commonly used format, then delete remaining Client personal data unless retention is required by law.

10. Governing Law, Dispute Resolution, and Miscellaneous

10.1 Governing Law & Venue. This Agreement is governed by the laws of the State of Kansas, without regard to conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Riley County, Kansas.

10.2 Notices. Legal notices must be in writing and may be delivered by reputable courier or email. Notices to AvalonERP shall be sent to legal@avalonerp.com. Physical mailing addresses for either party, if required, will be provided upon request or specified in an SOW.

10.3 Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control (including natural disasters, acts of government, labor disputes, or internet/utility failures).

10.4 Assignment. Neither party may assign this Agreement without the other’s written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.

10.5 Independent Contractors. The parties are independent contractors; no partnership, franchise, or agency is created.

10.6 Amendments; Order of Precedence. Amendments must be in writing and signed by both parties. Precedence is per Section 1.2.

10.7 Severability; Waiver. If any provision is invalid, the remainder remains in effect. No waiver is effective unless in writing.