Governing law. The Australian state/territory laws govern these Terms, and the parties submit to the non-exclusive jurisdiction of the courts of that place
Fair dealing. These Terms are intended to be fair and balanced and to comply with the Australian Consumer Law, including the unfair contract terms provisions applying to standard-form contracts with small businesses. If any provision is found to be unfair or unenforceable, it may be read down or severed without affecting the rest.
Entire agreement. These Terms, together with the applicable SOW and the policies referred to in them, form the entire agreement between the parties for the relevant engagement and replace any earlier understanding on the same subject.
Assignment. Neither party may assign its rights or obligations without the other’s written consent, which will not be unreasonably withheld.
Changes. We may update these Service Terms from time to time. Changes do not affect an engagement already underway unless both parties agree in writing.
By accessing or using envertis.com (the “Site”), you agree to be bound by these Website Terms of Use. If you do not agree, please do not use the site.
You may use the Site for lawful purposes and to learn about our services. You agree not to:
Unless stated otherwise, all content on the Site, including text, graphics, logos, images, layout, and downloadable materials, is owned by or licensed to Envertis and is protected by copyright and other intellectual property laws.
You may view and print pages for your own reference, but you may not reproduce, distribute, or commercially exploit any part of the Site without our prior written permission.
“Odoo” and related marks are the property of Odoo SA. “Envertis” and our logos are our marks. Nothing on the Site grants you any right to use these marks.
We take care to keep the Site accurate and up to date, but content, including blog articles, case studies, and marketing material, is provided for general information only.
It may not reflect the most current developments, and it does not constitute professional, technical, or legal advice. Any reliance you place on Site content is at your own risk. We provide specific advice for your business only under a signed engagement.
The Site may contain links to third-party websites. We provide these links for convenience only and do not endorse or take responsibility for those sites' content, accuracy, or practices.
Your use of the Site is also governed by our [Privacy Policy] and [Cookie Policy], which explain how we collect, use, and protect information and how we use cookies. Please read them alongside these Terms.
We may update, suspend, or withdraw all or part of the Site at any time without notice. We do not guarantee that the Site will always be available or error-free.
These Service Terms govern the professional services Envertis provides to a client.
These Terms set the baseline framework for our engagements. A written proposal or Statement of Work (“SOW”) signed by both parties sets the specific scope, deliverables, timeline, and price for each engagement. Order of precedence. If a signed SOW conflicts with these Terms, the signed SOW prevails for that engagement, but only to the extent of the specific conflict; in all other respects, these Terms continue to apply. No informal communication (such as email or chat) varies these Terms or an SOW unless confirmed in an accepted written change request.
We will perform the services described in the applicable SOW. Anything not expressly included is out of scope.
If you request work outside the agreed scope, or if new requirements emerge, either party may raise a written change request describing the change, its impact on price, and its impact on the timeline. Out-of-scope work proceeds only after both parties approve the change request in writing. Until then, we continue with the originally agreed scope.
Where an SOW provides for user acceptance testing, we will notify you when a Deliverable is ready for review. You will test it against the agreed requirements and, within [insert number] business days, either accept it or give us a written list of items that do not meet those requirements.
We will correct genuine defects (that is, failures to meet the agreed requirements) at no additional charge. We will handle new requests identified during testing as change requests under clause B3.
A Deliverable is deemed accepted if, within the review period above, you do not provide a written list of defects, or you begin using the Deliverable in live operations.
Custom code developed for you. On full payment of the fees for the relevant Deliverable, you own the bespoke modules and code we develop specifically for you under the SOW, except for the Retained Materials described below.
Retained Materials and reuse. We retain ownership of our pre-existing tools, libraries, frameworks, and know-how, and of generic or reusable components that are not specific to your business. We may reuse these, and the underlying skills and general knowledge gained during the engagement, for other clients. We grant you a perpetual, non-exclusive licence to use any Retained Materials embedded in your Deliverables.
Open-source licensing. Odoo is open-source software. Depending on the edition and the modules involved, customisations may be subject to the LGPL or the Odoo Proprietary Licence (OPL). Where a customisation is derived from or linked to Odoo code, the applicable open-source licence terms govern that customisation, and ownership and reuse rights are subject to those terms.
Odoo subscriptions are separate. Any Odoo Enterprise subscription or licence is a separate contract between you and Odoo SA. You are responsible for purchasing and maintaining that subscription and for paying Odoo SA directly. Our fees do not include Odoo subscription costs, and termination of our services does not affect your Odoo licence.
Odoo typically releases a new version each year. Customisations built for one version may need adjustment to work on a later version, and upgrades can affect existing functionality.
Unless an SOW says otherwise, keeping customisations compatible with a new Odoo version is a separate, chargeable engagement and is not automatically included in the original scope or in support. We will scope and quote upgrade-compatibility work on request.
Envertis will deliver the Odoo customisation services based on the agreed scope of work, project requirements, estimated effort, and the commercial proposal issued to the Client.
For Odoo customisation projects with a defined scope, Envertis will agree with the Client on the overall project cost and payment milestones before development begins.
Unless otherwise agreed in the commercial proposal, the payment structure shall be:
Development and deployment activities will commence in accordance with the agreed payment schedule.
Where requirements are evolving, cannot be fully defined at the start of the project, or require ongoing development, Envertis may provide services on a Time & Material (T&M) basis.
Under a T&M engagement:
The agreed project price is based on the requirements and scope documented in the proposal, Statement of Work (SOW), or approved requirement document.
Any requirement that is:
may be treated as a Change Request (CR).
Envertis will evaluate the additional effort and provide the Client with the applicable cost and timeline impact. Additional development will commence after approval of the Change Request.
Unless specifically stated otherwise, the customisation fees quoted by Envertis do not include:
The Client will bear such charges unless expressly included in the commercial proposal.
Invoices issued by Envertis shall be payable within the payment period specified in the commercial proposal or invoice.
Unless otherwise agreed in writing, invoices are payable within 15 days from the invoice date.
Any applicable taxes, including GST or other statutory charges, shall be charged additionally as applicable under prevailing laws.
If any undisputed payment remains outstanding beyond the agreed payment period, Envertis may, after providing reasonable notice:
Any resulting delay in the project timeline caused by delayed payment is not attributable to Envertis.
Project timelines are dependent on timely Client actions, including:
Any delay in receiving the required information, approvals, access, or payments may result in a corresponding adjustment to the project schedule.
Once the agreed customisation is made available for User Acceptance Testing (UAT), the Client shall review and test the deliverables within the agreed testing period.
Envertis will address any defects that are directly related to the approved scope in accordance with the agreed project terms.
Requests for functionality that was not included in the approved scope will be treated as Change Requests and may be separately chargeable.
Production deployment will be scheduled after completion of the agreed UAT activities and fulfilment of the applicable payment milestone.
Where a final payment is outstanding, Envertis may defer production deployment until the payment obligation has been fulfilled, unless otherwise agreed in writing.
Post-go-live support, maintenance, enhancements, and additional customisation are not included in the project cost unless specifically stated in the commercial proposal.
Such services may be provided under:
The parties will agree the applicable commercial terms separately.
Payments made against development milestones represent fees for professional services and effort undertaken by Envertis.
Once development work associated with an approved milestone has commenced, payments relating to the completed work shall not be refundable, except where otherwise expressly agreed in writing.
The payment structure, project pricing, estimated effort, and timelines stated in the commercial proposal are based on the information and requirements available at the time of estimation.
If requirements, project assumptions, Odoo version, third-party dependencies, or technical scope materially change, Envertis reserves the right to revise the applicable effort, timeline, and commercial terms, subject to Client approval.
In the event of any conflict between these general payment terms and the specific commercial terms stated in an executed proposal, Statement of Work, purchase order, or service agreement, the specific terms agreed between Envertis and the Client for that project shall prevail.
Either party may cancel an engagement as set out in the SOW or under clause B14 (Termination).
If you cancel an engagement in progress, you remain liable for all work performed. You remain liable for expenses reasonably incurred up to the cancellation date, and for any non-cancellable third-party commitments we made for your engagement.
Deposits cover work already scheduled and commenced and are non-refundable to the extent work has been performed, except where the law requires otherwise. Any amount you have paid that exceeds the value of work performed will be refunded.
We warrant that we will perform the services with due care, skill, and professionalism.
Defect-fix period. For custom work, we will fix defects, meaning failures to meet the agreed requirements, reported in writing within working days of acceptance, at no additional charge. Requests for new or changed functionality are not defects and are handled as change requests under clause B3.
Third-party components. We do not warrant third-party software, including Odoo core, third-party modules from the Odoo App Store, hosting, and integrations we did not build. Their respective vendors provide these under their own terms. We will use reasonable care in selecting and configuring them, but we are not responsible for defects in, or changes to, software we do not control.
Consumer guarantees. Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you have under the Australian Consumer Law or other law that cannot lawfully be excluded.
Subject to Consumer guarantees and to the extent permitted by law:
You are responsible for maintaining your own data backups. While we take reasonable care, we recommend you keep independent backups before major changes.
Confidentiality. Each party may receive confidential information from the other. Each party will keep the other’s confidential information secure, use it only for the engagement, and not disclose it to third parties without consent, except where disclosure is required by law. This obligation is mutual and continues after the engagement ends.
Privacy. We handle personal information in accordance with the Australian Privacy Act 1988 (Cth) and our Privacy Policy.
Delivery team and offshore access. You acknowledge that our services are delivered by teams located in Australia and India, and that delivering the services may require our India-based personnel and approved subcontractors to access your systems and data. We take reasonable steps to ensure equivalent confidentiality and security obligations bind anyone accessing your data. We will disclose the use of subcontractors on request.
Hosting and data location. Unless an SOW states otherwise, you are responsible for choosing and contracting your hosting environment, and your data is stored [in the hosting location you nominate / at insert location]. If we host or manage infrastructure on your behalf, the SOW will set out the hosting location and arrangements.
Timely delivery depends on your cooperation. You agree to:
If your delay, or a failure to meet these responsibilities, affects our work, agreed timelines and costs may be adjusted reasonably, and we are not responsible for the resulting delay.
Our services often rely on software and services provided by others, including Odoo core, third-party Odoo modules, hosting providers, payment gateways, and other integrations. We are not responsible for issues caused by:
Where such an issue affects your system, we will investigate and, where possible, propose remedial work, which may be chargeable.
Either party may terminate an engagement:
Where such an issue affects your system, we will investigate and, where possible, propose remedial work, which may be chargeable.
clauses intended to survive termination (including confidentiality, intellectual property, limitation of liability, and payment obligations) continue to apply.
Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, failure of utilities or telecommunications, or acts of government. The affected party will notify the other and use reasonable efforts to minimise the impact.
Notices. Formal notices under these Terms must be in writing and sent to the other party’s nominated contact by email (with confirmation of receipt) or to the registered address of the recipient. A notice is deemed to be received.
Envertis cannot take responsibility for information on third-party websites outside its control. While we attempt to provide links only to third-party websites that comply with all applicable laws and regulations and our standards, please understand that the content on these third-party websites may change without notice to Envertis.
We therefore cannot be responsible for, and accept no liability for, any information or opinion contained in any third-party website. As soon as we get notice of infringements on those websites, we will remove the respective link.
If you have any questions about these Terms, please contact us:
Se 506, 8 Help Street, Chatswood
NSW 2067
Australia
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Se 506, 8 Help Street, Chatswood, NSW 2067
324 Queen Street, Brisbane, QLD 4000
171 Collins Street, Melbourne, VIC 3000