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TERMS & CONDITIONS

For Odoo Implementation & Related Services

Between Three Dot Solutions (“TDS”) and the Client

These Terms & Conditions (“Terms”) govern the provision of Odoo implementation and related services by Three Dot Solutions (“TDS”, “we”, “us”) to the Client (“Client”, “you”) as described in the corresponding Proposal, Quotation, or Statement of Work (“SOW”).

By accepting our Proposal / Signing the SOW / Issuing a Purchase Order, you agree to be bound by these Terms.

1. DEFINITIONS

  • “Services”: All consulting, implementation, configuration, customization, integration, training, support, and related work performed by TDS.
  • “Proposal / SOW”: The written document(s) describing the agreed scope of work, modules, deliverables, timelines, and fees.
  • “Change Request” (CR): Any request that alters the agreed scope, processes, integrations, timeline, or effort, beyond what is defined in the SOW.
  • “Requirements Document / GAP Analysis”: The finalized list of business requirements, process flows, and gaps approved by the Client and used as the baseline for implementation.
  • “UAT” (User Acceptance Testing): Testing by the Client’s key users based on agreed scenarios and acceptance criteria.
  • “Go-Live”: The moment when the system is opened for daily operational use by end users.

2. SCOPE OF SERVICES

2.1 The Services to be delivered are strictly limited to what is defined in the approved Proposal/SOW and its annexures (e.g., GAP Analysis, process flows, module lists).

2.2 Any functionality, module, report, integration, or customization not explicitly mentioned in the Proposal/SOW or GAP document is considered out of scope and will require a separate Change Request and additional cost.

2.3 TDS will provide Services following industry best practices for Odoo implementation, but the final solution will reflect the approved requirements, not informal discussions or assumptions.

3. REQUIREMENTS, GAP ANALYSIS & ASSUMPTIONS

3.1 Requirements Definition Phase

Before configuration and development, TDS will conduct a Requirement Gathering / GAP Analysis phase which may include:

  • Workshops and interviews with Client stakeholders.
  • Review of current processes, documents, and reports.
  • Mapping of “As-Is” vs “To-Be” processes.

3.2 Requirements Sign-Off

  • The GAP/Requirements document will be shared with the Client for review.
  • The Client must formally approve/sign-off this document.
  • This document becomes the baseline for scope, effort, and solution design.

3.3 Assumptions

Unless otherwise stated in the SOW, the following assumptions apply:

  • Standard Odoo functionality will be used wherever feasible.
  • Customization will be kept minimal and only where necessary and agreed.
  • Client processes will be aligned to Odoo best practices where possible.

3.4 Impact of Unclear or Changing Requirements

The Client acknowledges that:

  • Unclear, incomplete, or frequently changing requirements are a major cause of ERP project delays and failures.
  • If requirements change after sign-off and such changes impact solution design, effort, or timeline, they will be managed through Change Management (see Section 6) and will be charged separately.

4. CLIENT RESPONSIBILITIES

Successful implementation depends heavily on the Client’s active involvement. The Client agrees to:

4.1 Appoint Key Roles

  • A Project Sponsor with decision-making authority.
  • A Project Manager / Coordinator for daily communication with TDS.
  • Process Owners / Key Users for each department (Sales, Inventory, Accounting, HR, etc.).

4.2 Provide Accurate & Timely Information

  • Share existing processes, documents, samples of invoices, reports, price lists, BOMs, etc.
  • Provide all necessary information and feedback within agreed timelines.
  • Notify TDS promptly of any organizational or process changes that may affect the system.

4.3 Data Preparation & Quality

  • Extract, clean, and validate legacy data (customers, suppliers, products, stock, balances, etc.) according to templates provided by TDS.
  • Ensure data is accurate, complete, and consistent.
    TDS is not responsible for errors caused by poor or inconsistent data provided by the Client.

4.4 Infrastructure & Access

  • Provide all necessary access to Odoo environments, servers, integrations, and related systems or third-party tools (e.g., payment gateways, POS devices, etc.).
  • Ensure the availability and performance of Client-owned infrastructure (if not hosted by TDS).

4.5 Availability & Decisions

  • Ensure key stakeholders and decision makers are available for workshops, testing, and approvals.
  • Provide timely decisions and sign-offs to avoid project delays.

4.6 Internal Change Management

  • Inform end users about the new system and process changes.
  • Support internal training and adoption efforts.
    TDS is not responsible for internal resistance to change, lack of user cooperation, or political/organizational issues on the Client side.

5. PROJECT PHASES & DELIVERABLES

Typically, the project will follow these phases (may vary as per SOW):

  1. Discovery & GAP Analysis
  2. Solution Design & Planning
  3. Configuration & Customization
  4. Data Migration (Test & Final)
  5. Integration (if applicable)
  6. User Training
  7. User Acceptance Testing (UAT)
  8. Go-Live & Hypercare

For each phase, specific deliverables and responsibilities will be defined in the SOW / Project Plan.

6. CHANGE MANAGEMENT (CR) & SCOPE CREEP

6.1 Definition of Change

A “Change” includes (but is not limited to):

  • New or modified business processes.
  • Additional modules (e.g. adding Manufacturing, HR, Field Service later).
  • New reports or additional fields beyond the agreed list.
  • New integrations or changes to integrations with external systems.
  • Performance optimizations beyond normal tuning.
  • Changes requested after UAT sign-off or Go-Live.

6.2 Change Request Process

  • TDS will analyze the impact of the requested change on effort, cost, and timeline.
  • A formal Change Request document will be shared for approval.
  • Work on the change will only begin once the Client approves the CR in writing (email, signed document, or PO).

6.3 Additional Charges

  • All approved Changes will be charged separately based on TDS’s applicable rates.
  • Significant changes may require re-planning of milestones and extension of timelines.

6.4 Scope Creep

  • Attempting to add features gradually without Change Requests (informal scope creep) is one of the key reasons ERP projects fail.
  • The Client agrees not to push “small changes” informally and accepts that every scope-impacting change must go through formal Change Management.

7. TIMELINES & DELAYS

7.1 Project timelines indicated in the Proposal/SOW are estimates based on the information available at the time.

7.2 Timelines may change due to:

  • Delayed feedback or approvals from the Client.
  • Unavailability of Client key users.
  • Large change requests or scope additions.
  • External dependencies (third-party vendors, payment gateways, hardware, etc.).

7.3 TDS shall not be liable for delays caused by factors beyond its reasonable control, especially those originating from the Client’s side or third parties.

8. COMMON RISKS & PAIN POINTS (IMPLEMENTATION FAILURE RISKS)

The Client acknowledges the following typical risks that often cause ERP implementations to fail or underperform:

  1. Unclear or Moving Requirements
    • Frequent “idea changes” during build and UAT without formal CRs.
  2. Lack of Management Support
    • No active involvement from top management in prioritizing decisions and resolving conflicts.
  3. Unavailability of Key Users
    • Process owners are too busy with daily work and do not allocate time for workshops, testing, or training.
  4. Poor Data Quality
    • Inconsistent item codes, duplicate customers, incorrect balances, incomplete BOMs, etc.
  5. Over-Customization
    • Attempting to replicate every manual step instead of aligning with Odoo best practices, leading to complex, fragile solutions.
  6. Internal Resistance to Change
    • Users refusing to use the system, continuing manual or parallel Excel processes.
  7. Lack of Proper UAT
    • Rushing to Go-Live without thorough testing of real scenarios.
  8. No Post-Go-Live Discipline
    • Not enforcing usage of the system, back-dated manual adjustments, or bypassing defined workflows.

TDS will advise and guide based on best practices, but the Client remains responsible for managing these internal factors.

9. TESTING, UAT & ACCEPTANCE

9.1 Internal Testing by TDS

TDS will conduct internal functional tests before delivering features for UAT.

9.2 User Acceptance Testing (UAT)

  • The Client will perform UAT using agreed test cases and scenarios.
  • Any issues or gaps must be documented and shared with TDS within the UAT period.

9.3 Acceptance

  • If the Client uses the system in live operations or does not raise material issues within the agreed UAT period, the system (or module) will be considered accepted.
  • Minor issues or cosmetic changes will not prevent acceptance and can be handled as part of support or as separate CRs.

10. TRAINING & KNOWLEDGE TRANSFER

10.1 TDS will provide training sessions (onsite/online) as defined in the SOW.

10.2 It is the Client’s responsibility to ensure attendance of all relevant users.

10.3 Additional training rounds beyond the agreed scope will be chargeable.

11. GO-LIVE & HYPERCARE (POST GO-LIVE SUPPORT)

11.1 Go-Live Approval

  • A Go-Live date will be mutually agreed.
  • Before Go-Live, the Client must confirm that critical issues are resolved, and key users are trained.

11.2 Hypercare Period

  • For a limited period after Go-Live (as per SOW), TDS will provide priority support for production issues.
  • This is intended to stabilize the system, not to introduce new features or major changes.

11.3 Post Hypercare Support

  • Ongoing support will be provided under a separate AMC / Support Contract or time-and-materials basis.

12. FEES, PAYMENT TERMS & TAXES

12.1 Fees and payment schedule are specified in the Proposal/SOW or related commercial documents.

12.2 Unless otherwise agreed:

  • Invoices are due within 30 days from the invoice date.
  • Delayed payments may result in suspension of Services and/or interest charges.

12.3 All fees are exclusive of any applicable taxes, duties, or government charges, which will be borne by the Client.

13. INTELLECTUAL PROPERTY (IP)

13.1 TDS-owned tools, frameworks, and generic code used in the project remain the intellectual property of TDS.

13.2 Customizations specifically developed for the Client’s processes will be licensed to the Client for use within their organization as per Odoo and TDS licensing terms.

13.3 The Client may not resell, distribute, or sublicense TDS code or solutions to third parties without written consent.

14. CONFIDENTIALITY

Both parties agree to keep confidential all business, technical, and financial information received from the other party and to use such information only for the purpose of fulfilling the project, except where disclosure is required by law.

15. WARRANTIES & LIMITATIONS

15.1 TDS will perform Services with reasonable skill and care in line with professional standards.

15.2 TDS does not guarantee:

  • That the system will be completely error-free.
  • That the system will satisfy all unexpressed expectations or unrealistic performance assumptions.
  • That third-party components (e.g., payment gateways, hardware, external apps) will always work without interruption.

15.3 Limitation of Liability

To the maximum extent permitted by law:

  • TDS’s total liability for any claim arising out of or related to the Services will not exceed the total fees paid by the Client for the specific SOW under which the claim arose.
  • TDS will not be liable for any indirect, incidental, special, or consequential damages, including lost profits, business interruption, or loss of data.

16. THIRD-PARTY SOFTWARE & SERVICES

16.1 The Client is responsible for acquiring and maintaining licenses for Odoo Enterprise (if applicable) and any third-party software (e.g., payment gateways, SMS providers, hardware vendors).

16.2 TDS is not liable for:

  • Downtime or failures caused by third-party services.
  • Changes in third-party APIs or pricing affecting integrations.

Any adaptation due to third-party changes will be handled via Change Requests.

17. TERMINATION

17.1 Either party may terminate the agreement with written notice if the other party:

  • Materially breaches these Terms and fails to cure within [30] days of written notice.
  • Becomes insolvent or ceases business operations.

17.2 Upon termination:

  • The Client will pay TDS for all Services rendered and expenses incurred up to the date of termination.
  • TDS will hand over agreed deliverables in their current state (as-is).

18. GOVERNING LAW & DISPUTE RESOLUTION

[Customize this section based on where you want to anchor legally—e.g., Pakistan, Qatar, or another jurisdiction.]

18.1 These Terms shall be governed by and construed in accordance with the laws of Qatar.

18.2 Any disputes arising out of or in connection with these Terms shall first be attempted to be resolved amicably. If not resolved within [30] days, the dispute shall be referred to Doha, Qatar.

19. MISCELLANEOUS

  • If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force.
  • No modification of these Terms will be valid unless made in writing and signed/approved by both parties.
  • These Terms, together with the Proposal/SOW, constitute the entire agreement between TDS and the Client regarding the subject matter.