Service Terms

1. Parties and business use

“Provider”, “we”, “us”, and “our” mean Keski-Suomen Otto ja Pano Oy, Business ID 2376890-1, Finland. “Customer”, “you”, and “your” mean the legal entity identified in a quote, order, payment record, or submission and the person accepting on its behalf.

The service is offered only to companies, public bodies, non-profits, and individuals acting for business or professional purposes. It is not offered to consumers. By submitting material or ordering, the person acting for Customer confirms that they have authority to bind Customer.

2. Contract documents and acceptance

The agreement consists of these Service Terms, the Data Processing Agreement (“DPA”), and each written quote, statement of work, or order confirmation (“Order”). The DPA controls for conflicts about processing Customer Personal Data. An Order controls for its project scope, price, and schedule. Any different liability, warranty, intellectual-property, security, or data term must expressly identify the clause it changes and be signed by both parties.

You accept these terms for quote intake when you tick the acceptance box and submit the form or files. That step authorises evaluation and does not require you to buy. A paid Order becomes binding when you accept the quote in writing or pay through a payment link that requires acceptance of these terms, whichever happens first. Procurement portal terms, purchase-order boilerplate, and unilateral customer terms do not apply unless we sign them expressly.

The version in effect when the relevant submission or Order is accepted governs that submission or Order. Later changes do not retroactively alter an existing Order.

3. Quote intake

We may inspect the versions, module inventory, database copy, filestore, logs, and related material you provide to assess feasibility and prepare a quote. A quote is based on the supplied snapshot and information. Unless it says otherwise, a quote expires after 30 days and may be withdrawn before acceptance if the supplied information was materially incomplete or inaccurate.

There is no purchase obligation for quote intake. We may decline a project for technical, security, legal, capacity, or compliance reasons.

The public website, guides, estimates, API documentation, checklists, and other free tools are general business information and may be changed or withdrawn without notice. They are not a migration result or professional advice and have no service level. You must not interfere with the service, bypass access or upload controls, introduce malware, probe for vulnerabilities without written permission, scrape it in a way that degrades availability, or use it unlawfully.

4. Scope of the migration

We will perform the migration tasks and provide the deliverables stated in the Order with reasonable professional care. Anything not expressly included is out of scope. Unless the Order includes it, the service does not include:

• production access, deployment, cutover, hosting, monitoring, backups, disaster recovery, or ongoing administration;
• new features, redesigns, data cleansing, business-process consulting, training, or support after the warranty period;
• licenses, paid third-party modules, Odoo Enterprise services, infrastructure, or other third-party charges;
• legal, tax, accounting, payroll, security-certification, or regulatory advice;
• validation of every historical record, report, localization, integration, or edge case not listed in the acceptance criteria; or
• repair of defects already present in the source system or caused by unsupported, unlicensed, inaccessible, or undisclosed components.

We may use automated tools, migration frameworks, open-source software, and human review. We remain responsible for the agreed deliverable regardless of the tools used.

5. Customer responsibilities

Customer must:

• provide complete, lawful, readable, and internally consistent copies of the database, filestore, addons, dependencies, configuration information, and acceptance requirements;
• identify all critical workflows, reports, localizations, integrations, scheduled jobs, payment flows, and regulatory requirements before the quote is accepted;
• obtain and maintain all Odoo, third-party, open-source, and other rights and licenses needed for the source and target systems;
• appoint a qualified testing owner who understands the business processes and can give timely decisions;
• test the preview and final package in a safe non-production environment, including reconciliations and business-specific cases;
• maintain independently verified, restorable production backups and a documented rollback plan; and
• control credentials, infrastructure, deployment, cutover, user access, integrations, security hardening, and production operation.

Dates and fixed pricing depend on Customer meeting these responsibilities. We may pause work and adjust the schedule or quote if inputs are late, materially different, corrupt, incomplete, or changed after work begins.

6. Preview, acceptance, and the “pay only when it works” promise

Before payment, we ordinarily provide access to a non-production preview or other agreed evidence of the migrated result. Customer has seven days after access is provided, unless the Order states another period, to test against the acceptance criteria in the Order.

“Works” means the supplied snapshot starts on the specified target environment, the included modules install or load, and the acceptance tests expressly listed in the Order pass. It does not mean that every undisclosed workflow, historical record, external service, later data change, future Odoo update, or production environment is guaranteed.

If Customer finds a material failure against the acceptance criteria, Customer must report it during the testing period with reproducible steps and enough detail to investigate. We will use reasonable efforts to correct an in-scope failure and provide a revised preview. If we determine that we cannot satisfy the agreed criteria, Customer owes no service fee, neither party must continue, and we may close the preview and delete project copies under the retention schedule.

Customer is not charged merely because a preview exists. Customer accepts the deliverable by confirming acceptance in writing or paying the payment link after the preview. Payment unlocks delivery and is evidence that Customer completed its pre-payment evaluation. Silence alone is not acceptance and does not create a payment obligation, although we may close an inactive preview.

7. Payment, taxes, and delivery

Customer must pay the fixed price and currency shown in the Order. Unless the Order says otherwise, prices exclude VAT, sales, use, withholding, and similar transaction taxes. Customer is responsible for applicable taxes other than taxes on our net income. If law requires withholding, Customer will provide official evidence and, unless prohibited, increase the payment so we receive the agreed net amount.

After cleared payment, we provide the agreed database, addons, reports, or other deliverables through a download link or agreed transfer method. Customer must download, verify, and secure its copies promptly. Unless stated otherwise, a download link may expire after 14 days. Payment is non-refundable except for the express warranty remedy below or where mandatory law requires otherwise.

8. Production systems and go-live

The standard service ends with delivery of a migrated copy. Customer is solely responsible for the production decision and production result. A preview cannot reproduce every difference in Customer's hosting, network, operating system, PostgreSQL version, dependencies, DNS, mail, payment provider, hardware, traffic, security controls, integrations, or data created after the supplied snapshot.

Customer must perform final staging tests, reconcile material financial and operational data, take a fresh production backup, plan downtime and rollback, and supervise deployment with qualified personnel. We are not responsible for changes Customer or any third party makes to the deliverables or for any production deployment, outage, corruption, security incident, lost transaction, integration behaviour, or rollback unless a separately signed Order expressly places that specific production task under our control.

9. Limited warranty and exclusive remedy

For 14 days after delivery, we warrant that the delivered package will materially conform to the written acceptance criteria when used without modification on the target environment specified in the Order and with the same supplied snapshot. Customer must notify us within that period with reproducible details.

Our entire obligation and Customer's exclusive remedy for breach of this warranty is, at our option: (a) repair or replace the affected deliverable; or (b) refund the fee paid for the materially non-conforming part if repair is not commercially reasonable. The warranty does not cover source defects, third-party changes or outages, later data, unsupported components, Customer modifications, production configuration, misuse, or items outside the Order.

Except for this express warranty, the previews, website, tools, and deliverables are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim implied warranties and conditions, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, and error-free results. No estimate, demonstration, website statement, or oral comment creates a warranty unless included in the Order.

10. Customer content, confidentiality, and data protection

Customer retains all rights in the databases, files, source code, credentials, and other material it provides (“Customer Content”). Customer grants us a limited, worldwide right to copy, host, inspect, modify, test, and otherwise use Customer Content only to quote, perform, secure, support, and deliver the service and meet legal obligations.

Customer acknowledges that a database or backup supplied from its live system is a Production Data Copy: it may contain a complete and sensitive record of Customer's business, but it is a copy supplied for non-production migration work and is never the authoritative or only copy. Customer must retain the authoritative source, an independently verified backup, and any encryption keys needed to restore it. We have no custody or backup duty for Customer's production system merely because we receive a Production Data Copy.

Each party will protect the other's non-public business, technical, and commercial information with at least reasonable care and use it only for the agreement. Confidentiality does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. A party may disclose information when legally required after giving notice where permitted.

For personal data in Customer Content, Customer is controller and we are processor under the DPA. For business contact, billing, security, and website data, we act as controller as described in the Privacy Notice.

11. Sensitive and regulated data

Customer must not provide payment-card authentication data, private cryptographic keys, classified information, or data subject to a sector-specific hosting or certification requirement unless the Order expressly identifies it and we agree in writing. Customer must disclose before upload if Customer Content includes special-category or similarly sensitive personal data, health data, criminal-offence data, children's data, or regulated financial data so appropriate safeguards and scope can be agreed.

Customer is responsible for minimising or masking data that is not needed for the migration and for having a lawful basis, providing required notices, and obtaining permissions for all Customer Content.

12. Intellectual property in deliverables

After full payment, Customer owns the customer-specific modifications created solely for its deliverable, and we assign to Customer the transferable economic rights in those modifications to the extent we own them. Customer's use of Odoo, third-party modules, and open-source components remains subject to their respective licenses.

We retain all rights in our pre-existing or independently developed tools, templates, scripts, migration methods, generic libraries, know-how, ideas, and improvements (“Provider Materials”). If Provider Materials are embedded in a deliverable, we grant Customer a perpetual, worldwide, non-exclusive, royalty-free license to use and modify them only as part of that deliverable. We may use general skills and non-identifying know-how retained in unaided memory, but we will not reuse Customer Content or confidential code.

13. Third-party software and services

Odoo, community modules, paid apps, hosting platforms, libraries, payment providers, and integrations are controlled by third parties. Their licenses and terms apply directly. We do not warrant or control their availability, security, compatibility, licensing decisions, future changes, or continued support. A third party's change, outage, refusal to license, or defect is not our breach.

14. Security

We will maintain reasonable technical and organisational measures appropriate to the service, as described in the DPA. No transfer, storage, preview, or software system is completely secure. Customer must use the private transfer methods we provide, avoid sending passwords in free-text fields or email, restrict preview credentials, and notify us promptly of suspected compromise.

15. Suspension and termination

Either party may terminate an Order for a material breach not cured within 10 days after written notice, or immediately if the breach cannot be cured, continued work would be unlawful or insecure, or the other party becomes insolvent. We may suspend access where reasonably necessary to protect Customer Content, the service, third parties, or our systems.

On termination, Customer must pay undisputed fees for accepted deliverables and approved work expressly priced as payable before termination. If the standard pay-after-preview project ends because Customer does not accept the preview, no migration fee is due. Clauses intended by their nature to survive do survive, including payment, confidentiality, intellectual property, disclaimers, liability, indemnity, and dispute terms.

16. Indemnity

Customer will defend and indemnify Provider and its personnel against third-party claims, regulatory investigations caused by Customer, losses, and reasonable costs arising from: (a) Customer Content that Customer had no right, lawful basis, notice, or authority to provide or instruct us to process; (b) an unlawful or inaccurate Customer instruction; (c) Customer's unlawful, infringing, or unlicensed use of the source system or deliverables; (d) Customer's production deployment or operation; or (e) Customer's breach of law, sanctions, or the responsibilities in sections 5 and 11. This obligation includes claims by a Data Subject or Customer's customer to the extent based on Customer's collection, use, disclosure, retention, or instructions rather than our breach.

The indemnity does not apply to the extent a final decision determines that a claim was caused by our breach of the agreement, gross negligence, or wilful misconduct. We will give prompt notice and reasonable cooperation, and Customer may control the defence provided it does not admit our fault or impose obligations on us without consent.

17. Excluded losses

To the maximum extent permitted by law, neither party is liable under or in connection with the agreement for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, revenue, goodwill, opportunity, anticipated savings, business interruption, production use, data, or the cost of recreating data, even if advised that such loss was possible.

Provider is not liable for Customer's or a third party's deployment, production system, hosting, backups, security, configuration, integrations, later changes, or failure to follow the testing, backup, and rollback duties in these terms. Those matters are outside the standard service and remain Customer's responsibility.

For clarity, loss, corruption, or unavailability of Customer's original or production data is excluded because Customer must supply and retain independent copies. Any liability for our handling of a Production Data Copy that cannot lawfully be excluded is subject to the single aggregate cap in section 18.

18. Liability cap

To the maximum extent permitted by law, Provider's total aggregate liability arising from or relating to an Order, under every legal theory and for all events, will not exceed the fees paid or payable for that affected Order. For free quote intake with no accepted Order, Provider's total aggregate liability will not exceed EUR 500.

This is one cumulative cap, not a cap per incident, person, record, duty, or cause of action. It expressly includes claims concerning Customer Content or a Production Data Copy, confidentiality, privacy, data protection, the DPA, security, a Personal Data Breach, loss, corruption, deletion, restoration, unauthorised access or disclosure, and subprocessor acts. Related claims and claims arising from the same or connected facts count as one claim. Claims by Customer, its affiliates, and anyone claiming through them are aggregated and do not increase the cap.

The exclusions and caps do not limit: (a) Customer's payment obligations; (b) either party's fraud or wilful misconduct; (c) death or personal injury caused by negligence where liability cannot be limited; (d) Customer's infringement or misuse of the other party's intellectual property; or (e) liability that applicable law does not permit a party to exclude or limit. Data-subject and regulatory rights remain unaffected. The parties agree that the pricing and pay-after-preview model reflect this allocation of risk.

Nothing in the agreement creates a direct right for a third party to recover from Provider. This contractual cap governs claims by Customer and parties claiming through Customer; it cannot restrict a regulator's statutory powers or a Data Subject's non-waivable rights under applicable law.

19. Compliance, export controls, and sanctions

Each party will comply with laws applicable to its performance. Customer will not use the service or provide content in violation of export controls, trade sanctions, anti-corruption laws, or the rights of any person. Neither party is required to perform if performance would violate sanctions or export-control law. Customer is responsible for the legality of deploying and using the target version in every country where it operates.

20. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including widespread network or cloud failure, power outage, natural disaster, epidemic, war, terrorism, civil disorder, labour dispute, government action, sanctions, or a critical third-party vulnerability. This does not excuse payment already due. The affected party will use reasonable efforts to mitigate and resume performance.

21. Notices

Contract notices must be sent by email. Notices to Provider go to support@odooupgradedone.com. Notices to Customer go to the latest project or billing contact Customer supplied. A notice is received on the next business day after sending unless the sender receives a delivery failure. Security incidents under the DPA follow the DPA notice procedure.

22. Governing law and disputes

The agreement is governed by the laws of Finland, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties will first try in good faith for 30 days to resolve a dispute through their authorised business representatives.

If unresolved, the courts of Finland have exclusive jurisdiction, with the Helsinki District Court as the court of first instance. Either party may seek urgent injunctive or protective relief in any court with jurisdiction. Mandatory rights that cannot lawfully be displaced remain in effect.

23. General

Neither party may assign an Order without the other's consent, except to an affiliate or in connection with a merger, reorganisation, or sale of substantially all relevant assets, provided the assignee assumes the agreement. We may use subcontractors but remain responsible for our contractual duties. The parties are independent contractors; the agreement creates no partnership, agency, fiduciary, employment, franchise, or exclusivity relationship.

Failure to enforce a term is not a waiver. If a term is unenforceable, it will be adjusted only as much as needed and the rest remains effective. Headings are for convenience. “Including” means “including without limitation”. Electronic records and signatures may be used. The agreement is the entire agreement about its subject and replaces earlier proposals and discussions.

24. Contact

Keski-Suomen Otto ja Pano Oy
Business ID 2376890-1
c/o Joona Heino, Herneaho 84, FI-41120 Puuppola, Finland
support@odooupgradedone.com