1. Acceptance of Terms

Welcome to easier.digital. By accessing our website at easier.digital or engaging our services, you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional terms applicable to specific services. If you do not agree to these Terms, please do not use our website or services.

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and easier.digital ("Company," "we," "us," or "our"), a company based in St. John's, Newfoundland, Canada.

2. Description of Services

easier.digital provides Odoo implementation, customization, and consulting services, including but not limited to:

E-Commerce Solutions: Design, development, and optimization of Odoo-powered e-commerce platforms, including product catalog setup, payment gateway integration, and multi-channel selling capabilities.

Complete ERP Implementation: End-to-end Odoo ERP deployment covering sales, CRM, manufacturing, inventory, accounting, HR, and other business modules, including requirements analysis, system design, data migration, configuration, and training.

Custom Development: Development of custom Odoo modules, workflows, integrations, and specialized features tailored to your specific business requirements.

3. Service Agreements

All professional services will be governed by a separate Statement of Work (SOW) or Service Agreement that details the specific scope, deliverables, timeline, and fees for each engagement. In the event of any conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail.

4. Client Responsibilities

To enable us to perform our services effectively, you agree to:

Provide accurate and complete information about your business requirements, processes, and systems.

Grant timely access to necessary systems, data, and personnel required for project implementation.

Designate appropriate internal resources and decision-makers to collaborate on the project.

Review and provide feedback on deliverables within agreed timeframes.

Obtain and maintain all necessary Odoo licenses and third-party software licenses.

Comply with all applicable laws and regulations regarding your business operations and data.

5. Fees and Payment

5.1 Pricing: Service fees will be specified in the applicable Service Agreement or Statement of Work. Fees may be structured as fixed-price, time-and-materials, or retainer arrangements as mutually agreed.

5.2 Payment Terms: Unless otherwise specified in the Service Agreement, invoices are due within thirty (30) days of the invoice date. We accept payment via major credit cards, bank transfer, or other methods as agreed.

5.3 Late Payment: Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts with outstanding balances exceeding thirty (30) days.

5.4 Taxes: All fees are exclusive of applicable taxes. You are responsible for paying all applicable sales, use, GST, HST, and other taxes associated with the services.

6. Intellectual Property

6.1 Client Materials: You retain all rights to your pre-existing intellectual property, business data, and materials provided to us during the engagement.

6.2 Deliverables: Upon full payment, you will own the custom code, configurations, and documentation specifically developed for you under a Service Agreement, excluding any pre-existing Company IP, third-party components, and Odoo core software.

6.3 Company IP: We retain all rights to our pre-existing tools, methodologies, frameworks, and general know-how. We may use knowledge gained during your project to improve our services for other clients, provided we do not disclose your confidential information.

6.4 Odoo Software: Odoo software is owned by Odoo S.A. and subject to its licensing terms. We do not transfer any rights to the underlying Odoo platform.

7. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information disclosed during the engagement. This includes business strategies, financial data, customer information, technical specifications, and any other proprietary information. Confidentiality obligations survive termination of these Terms for a period of three (3) years.

8. Data Protection

We process personal and business data in accordance with our Privacy Policy and applicable data protection laws, including Canada's Personal Information Protection and Electronic Documents Act (PIPEDA). You are responsible for ensuring you have appropriate authority to share any data with us and for obtaining necessary consents from data subjects.

9. Warranties and Disclaimers

9.1 Service Warranty: We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not conform to this warranty, we will, at our option, re-perform the services or refund the fees paid for the non-conforming services.

9.2 Disclaimer: EXCEPT AS EXPRESSLY STATED HEREIN, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ODOO SOFTWARE OR OUR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EASIER.DIGITAL'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

11. Indemnification

You agree to indemnify, defend, and hold harmless easier.digital and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your violation of applicable laws; (c) your infringement of third-party rights; or (d) your business operations or data.

12. Term and Termination

12.1 Term: These Terms remain in effect until terminated by either party or completion of all Service Agreements.

12.2 Termination for Convenience: Either party may terminate a Service Agreement with thirty (30) days' written notice, subject to payment for work completed and expenses incurred.

12.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice.

12.4 Effect of Termination: Upon termination, you shall pay all fees for services rendered and expenses incurred. Provisions relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

13. Dispute Resolution

13.1 Negotiation: The parties agree to first attempt to resolve any dispute through good-faith negotiation.

13.2 Mediation: If negotiation is unsuccessful, the parties agree to submit the dispute to mediation before pursuing any other remedies.

13.3 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.4 Jurisdiction: Any legal proceedings shall be brought exclusively in the courts located in St. John's, Newfoundland and Labrador, Canada.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of government, labor disputes, telecommunications failures, or other events of force majeure.

15. General Provisions

15.1 Entire Agreement: These Terms, together with any applicable Service Agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

15.2 Amendment: We may modify these Terms at any time by posting the updated Terms on our website. Continued use of our services after such changes constitutes acceptance of the modified Terms.

15.3 Severability: If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver: No waiver of any term shall be deemed a continuing waiver or a waiver of any other term.

15.5 Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms to any successor entity.

15.6 Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

16. Contact Information

For questions about these Terms of Service, please contact us at:

easier.digital

42 Powers Court, St. John's, Newfoundland, Canada

Phone: +1 844-709-EASY (3279)

Email: [email protected]

Website: https://easier.digital