Terms and definitions
The Acceptance is the Client's full, unconditional and implicit consent to all
provisions of this Agreement and its annexes (if any) in the wording and in accordance with the understanding of the Agreement's provisions set forth on the Contractor's website.
The Website (and/or the Site) is an Internet resource available at
https://netframe.org, through which the services specified on the website and determined by this Agreement are provided.
"Odoo" is the ERP system developed by the Belgian company Odoo SA.
The Client is (1) an individual, without prejudice to the jurisdiction, citizenship
and residence, (2) an individual entrepreneur and/or a legal entity registered in
accordance with the laws of Ukraine or the laws of a foreign country.
The Contractor is an Legal entity LIMITED LIABILITY COMPANY NETFRAME (LLC NETFRAME), registered in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations in accordance with the procedure established by the applicable law, the number of the state registration record in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations: 43901522 dated 05.11.2020, which provides the services stipulated in Paragraph 2.1. of the Agreement and specified in the preamble of the Agreement. The contractor is the official partner of Odoo SA in Ukraine
The Payment Service is a service for processing payment transactions/settlements between the Client and the Contractor. In this case, the payment service used by the Contractor for receiving payments shall include the following payment service: Stripe, LiqPay, etc. with whom the Contractor has entered into the relevant agreement. The Client has the right to choose a convenient Payment Service for settling with the Contractor from those that are currently active on the Website. In this case, money transfers shall be made in accordance with the rules of the respective Payment Service chosen by the Client
The Terms and Conditions (Terms of Use) is a public agreement within the meaning of Articles 633, 641 of the Civil Code of Ukraine, in which one Party - the Contractor has undertaken to provide the services specified in Paragraph 2.1. of the Agreement to anyone who requests it.
The Client's Personal Account is a web page located on the Contractor's Website to which the Client has personal access after the registration procedure completion. The "Client's Personal Account" allows the Client to place an order and contains the Client's personalized data, information about the Client's order, and other data. The Client bears all risks associated with the use of the online service "Client's Personal Account" by any third party who was not authorized to use it and the consequences of such use. In turn, the Contractor, upon receipt of a notification provided by the Client regarding the detection of unauthorized access to the "Client's Personal Account" by unauthorized third parties, undertakes to make reasonable efforts to prevent the use of the online service "Client's Personal Account" by unauthorized third parties
"Cloud hosting" is a service for hosting and maintaining the Odoo system on the Contractor's servers to provide access to the hosted system to the Customer.
"Apps for Ukraine" - a set of additional modules to the Odoo system developed by the Contractor and published on the Contractor's website.
"Supported version of the system" - unless otherwise specified, the services provided under this Offer refer to the supported version of the Odoo system, i.e. the three latest versions of the system.
"Acceptance" is the provision by the Customer of full and unconditional consent to the conclusion of this Contract in its entirety, without the signing of a written copy of the Contract by the Parties.
"Service package" is the volume of Odoo system development services provided by the Contractor to the Customer on an hourly basis (the rate and hours are discussed individually with the Customer).
1. General provisions
1.1. This Agreement is an official offer (public offer) of the economic activity participant, by NETFRAME, LLC, EDRPOU code 43901522, containing all material terms and conditions of services provision, which, in accordance with Articles 633, 641 of the Civil Code of Ukraine, are the same for all the Clients.
1.2. The Agreement is binding for its Parties - the Contractor and the Client, in the event that the Client takes any actions indicating its acceptance.
1.3. Registration on the Website and/or payment for services through the Payment Service or any other payment system available on the Site, in accordance with Part 2 of Article 642 of the Civil Code of Ukraine, is considered acceptance of the Agreement between the person who made the payment and the Contractor, and certifies the fact of its conclusion, without the signing of a written copy of the Agreement by the Parties.
1.4. The acceptance of the terms of this Agreement shall also constitute the Client's acceptance of all other agreements, rules, subsequent amendments to the terms of the Agreement and other documents, including the Acts of Acceptance and Transfer of Services rendered, which shall be an integral part of this Agreement and which shall determine the procedure for the provision of services by the Contractor. No written copies of such documents shall be signed separately by the Parties.
1.5. From the moment of the Acceptance by the Client, this Agreement shall be deemed to be concluded.
1.6. Further use by the Client of the services under this Agreement after the Contractor has made any changes and additions to the Agreement shall mean the Client's full, unconditional and implicit consent to such changes (amendments).
1.7. Any issues not covered by this Agreement shall be subject to the information provided on the Contractor's Website and the applicable laws of Ukraine.
1.8. This Agreement is published on the Internet on the Contractor's Website at the
following link: https://netframe/terms-of-use and is available in the following
languages: Ukrainian and English
2. Subject of the agreement
2.1. The Contractor undertakes to provide the Client with services on the terms and in the manner specified in this Agreement, and the Client, hereby, undertakes to pay for the services in full in accordance with the terms of this Agreement.
2.2. According to this Agreement and the terms of the Website, the Contractor may provide, and the Client shall receive, the following services:
- software supply (software modules of the Odoo);
- software development services (development, modification, testing and technical support of software);
- information technology consulting services.
2.3. All the services available on the Website are provided by the Contractor on the
basis of its registered types of activities (code from the Classifier of Types of
Economic Activities) and in accordance with the laws of Ukraine.
3. Orders and services provision procedure
3.1. The Client orders the services on the relevant page of the Contractor's Website https://netframe/shop by selecting the required services and adding the item to the "Cart".
3.2. The Client can order the provision of services by filling out the appropriate "Contact Us" form posted on the official Website of the Contractor https://netframe.org/contactus.
3.3. The Client can order by writing a letter to the Contractor's e-mail and/or by phone number or any other communication channel specified in the "Contacts" section on the Contractor's official Website https://netframe.org/contactus.
3.4. To process the order, the Client shall provide the following data: first name, last name, e-mail, phone number, country, postal code and company name.
3.5. The Client provides his or her personal consent for the processing and storage of his or her personal data by creating an account on the Contractor's Website, ordering and paying for services, filling out forms and performing any other actions on the Website.
3.6. The term for processing the order by the Contractor is up to 5 (five) business days from the date of its submission by the Client in accordance with the procedure provided in Paragraphs 3.1.-3.3. of the Agreement. If the order is submitted on a weekend or a public holiday, the order processing period shall begin on the first business day after the weekend or a public holiday.
3.7. In case the Client chooses such a service as software supply (Odoo modules), the module shall be received after submitting the order and payment thereof by means of its independent download from the Client's Personal Account or via the Internet through the communication channels agreed upon by the Parties. In case of downloading from the Client's Personal Account, the Client's registration on the Website is mandatory.
3.8. The Contractor shall provide technical support and maintenance after the delivery of the software (Odoo modules). The term of technical support is 30 (thirty) calendar days from the date of receipt of the module and includes consulting services for setting up the module in the total amount of up to 2 (two) hours.
3.9. The Contractor undertakes to correct possible errors (deficiencies) in the Odoo module (if any) within 180 (one hundred and eighty) calendar days from the date of services provision and receipt of the module in the presence of an application from the Client, executed in accordance with the Paragraph 3.10. of the Agreement.
3.10. In order to receive technical support and/or consultation and/or to send a message
about the error or defect in the module functioning, the Client undertakes to send a
request to the e-mail address: [email protected]. The term for processing the message and feedback to the Client is 48 (forty-eight) hours from the moment of receipt of such a message. Messages are processed during business days (from 10:00 to 18:00 Kyiv time, Monday to Friday). If the notification was sent on a weekend or a public holiday, the
period for processing such notification shall begin on the first business day after the
weekend or a public holiday. Processing a message does not imply correcting errors or
deficiencies or providing advice.
3.11. The services shall be deemed to be provided by the Contractor to the Client in the
full scope, of proper quality, in accordance with the Client's requirements, unless the
Client has stated otherwise in writing within 3 (three) calendar days from the date of the
payment for the services.
4. Refund procedure
4.1. In accordance with the Resolution of the Cabinet of Ministers of Ukraine "On the
Implementation of Certain Provisions of the Law of Ukraine "On Consumer Rights
Protection", the software is neither exchanged nor returned. The return is impossible also
due to the specifics of the Odoo software modules, which are supplied as open source.
4.2. In some cases, a refund may be made under the conditions set forth at the following
5. Settlements procedure
5.1. The price of services under this Agreement shall be posted on the official Website
of the Contractor at the following link: https://netframe.org/shop.
5.2. The Client shall pay for the services under this Agreement by prepayment in
accordance with the Contractor's tariffs for services by wire transfer via the Payment
Service or to the current bank account of the Contractor.
5.2.1. For payment, the Client shall enter bank details and other details using the widget
and other technical tools of the Payment Service;
5.3. The Client is solely responsible for the accuracy of payments made by him/her.
5.3.1. The responsibility for processing payment details, quality and speed of the
Payment Service shall be borne by the respective Payment Service chosen by the
Client to make payments to the Contractor.
5.4. Any bank commission expenses incurred for the payment of the Contractor's
services shall be borne at the Client's expense.
6. The rights and obligations of parties
6.1. The Contractor undertakes:
6.1.1. To provide the Client with services in accordance with the terms of this Agreement and the selected service.
6.1.2. Upon the Client's request, provide technical support and technical advice free of charge within 30 (thirty) calendar days from the date of receipt of the module in accordance with Paragraph 3.8. of the Agreement.
6.1.3. Not to use information about the Client (including, but not limited to, personal data), which became known during the execution of this Agreement, except for the execution of this Agreement.
6.2. The Client undertakes:
6.2.1. To provide complete and accurate information when registering on the Contractor's Website and submitting an order.
6.2.2. To pay for the Contractor's services in a timely and full manner.
6.2.3. To use the Contractor's software in accordance with its functional purpose, the terms of the offer and the requirements of the law. It is forbidden to publish, distribute, sublicense or sell copies of the software (software modules of the Odoo) or modified copies of the purchased software.
6.2.4. Do not allow the use of services by third parties, unless otherwise expressly provided for by the provisions of this Agreement.
6.2.5. Not to take any measures, whether intentionally or otherwise, that may lead to disruption of the software operation.
6.3. The Client is entitled to:
6.3.1. Use the Contractor's services under the terms of this Agreement.
6.3.2. Receive all necessary and accurate information about the Contractor's operation schedule and services provided in accordance with the terms of this Agreement.
6.3.3. Contact the Contractor with suggestions for improving the process of providing services.
6.3.4. Contact the Contractor for technical support, and/or consultation, and/or to correct an error in the functioning of the module in accordance with the terms of application and the provisions of Paragraph 3.9. of this Agreement.
6.4. The Contractor is entitled to:
6.4.1. Terminate the provision of services in full or in part (until the violation is eliminated) without prior additional notification to the Client and terminate the Agreement in case of violation of the provisions of this Agreement and/or the requirements of applicable law.
6.4.2. Engage third parties to provide services that have the necessary qualifications to provide services or part of the services and with whom the Contractor has concluded the relevant agreements.
7. Parties' lability
The Contractor shall not be held liable:
7.1.1. For malfunctions or interruptions of a technical or organizational nature in the
provision of services, if they were caused by the Client's actions and/or actions of
third parties.
7.1.2. For any damages (direct, indirect and incidental), including lost profits and
unearned profits (income), caused to or by the Client as a result of using the
services provided by the Contractor.
7.1.3. For any damages (direct, indirect and incidental), including lost profits and
unearned profits (income), caused the Client as a result of the use of the services
provided by the Contractor, which arose as a result of a malfunction of the
software or as a result of the Client's inability to use it.
7.1.4. For the completeness and accuracy of any information provided by the Client for
the provision of services by the Contractor.
7.1.5. For the technical condition of the network to which the Client is connected and for the Client's use of unlicensed software and hardware.
7.1.6. For the inconsistency of the services provided by the services provider with the Client's expectations and/or dissatisfaction with the services provided, since the expectations and satisfaction of each individual are personal and subjective and cannot comply with the norms of the applicable laws of Ukraine.
7.1.7. For the performance of the software tools provided to the Client, if the Client, whether intentionally or otherwise, has disrupted their performance, deleted or modified system or service files.
7.2. The Client shall be liable for violation of the provisions of this Agreement and for violation of the requirements of the applicable law when using the software.
7.3. The Contractor shall make reasonable efforts to ensure information security in connection with the use of the software (software modules of the Odoo), without being liable for possible risks in the field of information security (hacker attacks, viruses, etc.).
7.4. The Contractor does not guarantee that the software (software modules of the Odoo) will function smoothly and without any errors and disclaims any liability for this.
7.5. In the event of force majeure circumstances beyond the reasonable control and foresight of the Contractor and the Client, the Parties shall be relieved of any liability arising from the failure to fulfil the obligations that should have been fulfilled during the period of such force majeure circumstances.
7.6. In case of payment for the Contractor's services using the Payment Service, the Contractor does not guarantee the accuracy of the wire transfer. In this case, the respective Payment Service shall be the guarantor of the wire transfer.
8. Confidentality of the agreement and personal data processing
8.1. The Client confirms his/her full consent to the Contractor's processing of his/her
personal data, i.e. to the following actions regarding the Client's personal data: collection,
systematization, input into the Contractor's databases, including electronic databases,
storage, correction, as well as further use and share of personal data by the Contractor in
accordance with the provisions of the Law of Ukraine "On Personal Data Protection".
8.2. By entering into this Agreement, the Client, in accordance with the Law of
Ukraine "On Personal Data Protection", grants the Contractor his unconditional consent
for the processing of the Client's personal data ( first name, last name, patronymic,
registration name, contact phone numbers, identifiers of other means of communication
with the Client, information about visits to the Website, the Contractor's pages and other
information received/provided during the provision of services), and also agrees to share
such data with third parties in order to fulfil this Agreement, namely ensuring the
implementation of administrative, legal, tax and accounting relations; issues of
advertising and collection of personal data for commercial purposes and other relations
requiring the processing of personal data, including to inform Clients about the services
and inform about the Contractor's advertising offers. The owner of the personal database
is the Contractor. The data is stored by the Contractor for the entire term of the
Agreement.
8.3. The Client agrees that the Contractor has the right to send advertising messages
and promote services, information materials, and other information by any available
means of communication.
8.4. The Website may contain links to other websites. Such links are provided for
informational purposes only and help us to disclose information in the most complete
way or illustrate the posted material. The fact that we provide a link to an external
resource does not mean that we fully endorse the positions or ideas expressed there, nor
do we guarantee the accuracy of the information posted there. We are not responsible for the privacy policies or the content of these sites.
9. Intellectual property rights
9.1. The Contractor's Website and the results of the Contractor's services are the results
of intellectual activity and the copyright of the Contractor, which are regulated and
protected by the applicable intellectual property law.
9.2. The Contractor guarantees that it has all the necessary intellectual property rights
to provide services to the Client.
9.3. The Client shall not publish, distribute, sublicense or sell copies of the software or
modified copies of the software to third parties (except for software distributed under the
GPL licenses: AGPL-3 and LGPL-3).
Most of the Odoo software modules are distributed under the OPL-1 license, the
terms of which you can find here.
9.3.1. The Client shall be solely responsible for the violation of Paragraph 9.3 of this
Agreement.
9.4. The above copyright notice and this license notice must be included in all copies
or parts of the Software.
9.5. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTY,
INCLUDING, BUT NOT LIMITED TO, WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS
BE LIABLE FOR ANY CLAIM, INJURY OR OTHER LIABILITY,
REGARDLESS OF THE VALIDITY OF ANY AGREEMENT, BREACH OR
OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, UNDER OR IN
CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER
OPERATION OF THE SOFTWARE.
9.6. The Client shall not be granted any rights to use the Contractor's trademarks
(trademarks).
9.7. In case of a link to the Contractor's Website in the infringement of intellectual
property rights, civil and commercial laws of Ukraine, the Contractor reserves the right to
demand the removal of the links to the Website in case of any violations/suspected
violations (the infringements) and/or in order to protect its reputation.
9.8. Responsibility for the infringement of intellectual property rights shall be borne in
accordance with the applicable laws of Ukraine.
10. Agreement validity and termination
10.1. This Agreement is public, unlimited and comes into force from the moment of
acceptance of this offer (acceptance of the terms of this Agreement) by the Client.
10.2. This Agreement may be terminated before its expiration at the initiative of one of
the Parties on the grounds provided for by the applicable laws of Ukraine.
10.3. The Contractor shall have the right to terminate this Agreement unilaterally on the
grounds of violation of the provisions of the offer, violation of the payment procedure
and in case of
11. Dispute resolution
11.1. In case of disputes or misunderstandings, the Parties undertake to resolve such disputes by negotiations.
11.2. If the Parties fail to reach an agreement, disputes shall be resolved in court at the place of the Contractor's location.
11.3. In the event that one or more provisions of this Agreement are recognized by the
court for whatever reason as invalid and/or unenforceable, such invalidity and/or
unenforceability shall not affect the validity and/or enforceability of any other provision
of the Agreement.
14. Contact information
NETFRAME, Limited Liability Company
Location: 03056, Kyiv, Borshchagivska Street,
building 154, office 35
EDRPOU 43901522
E-mail for technical support and/or consultation and/or sending a message about an error or defect in the functioning of the module: [email protected]
Taxpayer of the unified tax of the 3rd group of 5%.