Legal

Terms & Conditions

These Terms & Conditions govern Odoo implementation engagements undertaken by Unilink Software Pvt. Ltd. ("Unilink", "we", "us") for its clients ("Client", "you"). They apply to every project unless a signed Statement of Work (SOW) or Proposal states otherwise, and should be read together with that document.

1. Scope of Services

Unilink delivers Odoo implementation services as defined in the applicable Statement of Work or Proposal. Typical services include:

  • Business process analysis and solution design for the agreed Odoo modules
  • Configuration and customization of Odoo modules as scoped
  • Migration of agreed master and transactional data
  • User training on the implemented system
  • User Acceptance Testing (UAT) support
  • Go-live support for an agreed period following launch

Any requirement, customization, or integration not covered in the agreed SOW is outside the scope of the base engagement and handled under Change Requests (Section 4).

2. Project Phases & Timeline

Implementations typically proceed through Discovery & Blueprint, Configuration & Development, Data Migration, UAT, Go-Live, and a post-launch support window, each on a timeline agreed with the Client in the SOW. Timelines are estimates based on the Client meeting the response and feedback commitments set out in Section 5. Delays caused by the Client are not treated as delays on Unilink's part and may extend the project schedule accordingly.

3. Fees & Payment Terms

  • Project fees are quoted in the applicable Proposal or SOW and are typically payable in milestones tied to project phases (e.g. kickoff, configuration complete, go-live).
  • All fees are exclusive of applicable GST, charged additionally at prevailing rates.
  • Invoices are due within the period stated on the invoice. Payments delayed beyond the stated period may attract interest and may result in suspension of work until dues are cleared.
  • Fees paid for a completed milestone are non-refundable.

4. Change Requests

Any requirement not covered in the agreed SOW — new modules, additional customization, extra integrations, or scope added after sign-off — is treated as a Change Request.

  • Change Requests are raised in writing; Unilink responds with an effort, cost, and timeline estimate within a reasonable period.
  • Work on a Change Request begins only after written approval, and advance payment where applicable.
  • Change Requests are billed separately from the base project fee, on an hourly or fixed-quote basis as appropriate.

5. Client Responsibilities

The Client agrees to:

  • Designate a point of contact with authority to approve deliverables and decisions
  • Provide timely access to systems, data, and credentials required for the project
  • Supply clean, validated data for migration in the format requested
  • Review and respond to deliverables and UAT results within a reasonable period; extended silence may be treated as deemed approval
  • Make key stakeholders and end users available for training and testing as scheduled

Delays arising from the Client's non-fulfilment of these responsibilities may affect the project timeline and are excluded from any delay liability on Unilink's part.

6. Third-Party Costs

Project fees cover Unilink's implementation services only. The following, where applicable, are the Client's responsibility unless explicitly included in the SOW:

  • Odoo Enterprise licensing fees
  • Hosting, server, and cloud infrastructure costs
  • Paid third-party apps from the Odoo App Store
  • Third-party API or integration subscription costs (e.g. payment gateways, messaging providers)
  • Domain, SSL, and email service costs

Unilink may advise on recommended providers and specifications but is not liable for the performance, pricing, or support of third-party services.

7. Data & Confidentiality

  • All business data, documents, and information shared by the Client remain the Client's property at all times.
  • Unilink uses Client data solely to deliver the project and does not disclose it to third parties except as required to deliver the service, under equivalent confidentiality terms, or as required by law.
  • Both parties agree to keep confidential any proprietary, technical, or business information disclosed during the engagement, for a reasonable period after project completion or termination.
  • The Client is responsible for the accuracy and legality of data provided for migration; Unilink's liability is limited to migrating the data as supplied.

8. Warranty & Post Go-Live Support

  • Unilink fixes, at no additional cost, any defect where delivered functionality does not perform as specified in the SOW, for a defined warranty period following go-live.
  • A defect is a failure of agreed functionality to work as specified. A new request is any functionality, workflow, or report not in the original SOW — these are handled under Change Requests (Section 4), even during the warranty period.
  • The warranty period does not cover issues caused by Client-side changes to configuration, data, or customizations made outside Unilink's involvement.
  • Support beyond the warranty period requires a separate maintenance or support agreement.

9. Intellectual Property

  • Upon full payment of fees due, the Client owns all custom code, modules, and configurations developed specifically for the Client under the applicable SOW.
  • Unilink retains ownership of any pre-existing tools, frameworks, libraries, or generic modules it reuses across engagements, and grants the Client a perpetual license to use them as part of the delivered solution.
  • Odoo itself remains the property of Odoo S.A. and is licensed under its own terms (Community/Enterprise), separate from this agreement.

10. Termination

  • Either party may terminate an engagement with written notice as agreed in the SOW.
  • Unilink may suspend or terminate an engagement immediately if payment remains overdue despite written notice.
  • On termination, the Client pays for all work completed and expenses incurred up to the termination date; fees already paid for completed milestones are non-refundable.
  • Unilink will hand over all completed deliverables and project artifacts for which payment has been received.

11. Limitation of Liability

  • Unilink's total liability under any engagement, whether in contract, tort, or otherwise, is limited to the total fees paid by the Client for the specific SOW giving rise to the claim.
  • Unilink is not liable for indirect, incidental, or consequential damages, including loss of profits, business, or data, arising from the use of the implemented system.
  • Nothing in these Terms limits liability for fraud, willful misconduct, or gross negligence.

12. Governing Law & Dispute Resolution

These Terms are governed by the laws of India. Any dispute arising out of or in connection with an engagement will first be addressed through good-faith discussion between the parties; failing resolution, it will be referred to arbitration in New Delhi under the Arbitration and Conciliation Act, 1996, in English, with courts in New Delhi having exclusive jurisdiction.

13. Amendments

Unilink may update these Terms from time to time; the version published on this page at the time an SOW is signed governs that engagement. Material changes affecting an active engagement will be communicated to the Client in writing.

14. Contact

For questions about these Terms, contact Unilink Software Pvt. Ltd. at the details listed on unilinkindia.com.