Terms of sale
Version in force as of [TO BE COMPLETED: publication date]. This English translation is provided for convenience only; the French version alone is legally binding.
01Purpose, scope and contractual documents
These terms of sale (the “Terms of Sale”) govern the provision of the Dooplik online service (the “Service”) by Alexandre PETIT, sole trader (entrepreneur individuel) operating under the trade name SERENITE (the “Publisher”) to any professional who subscribes to it (the “Customer”). The Service duplicates and propagates configuration items from a source Odoo Instance to one or more Destination Instances, connecting to those Instances with the Access Credentials provided by the Customer. The Terms of Sale apply however the Service is sold: — monthly subscription taken out online; — custom offer, in particular a user licence or white-label operation, concluded by quote, purchase order or special terms. The contract consists of the following documents, in decreasing order of precedence: special terms, quote or purchase order accepted by both parties; the Terms of Sale; the terms of use (the “Terms of Use”); the Service documentation. Terms defined in the Terms of Use have the same meaning in the Terms of Sale. The Customer's purchasing terms are not binding on the Publisher unless it accepts them in writing.
02Publisher identification
Alexandre PETIT, sole trader (entrepreneur individuel, EI) under the French micro-enterprise scheme, operating under the trade name SERENITE. Address: 2 rue des Peupliers, 17170 La Ronde, France. Registration: French National Business Register (RNE), SIREN 895 174 910 [TO BE COMPLETED if applicable: RCS La Rochelle] — SIRET: 895 174 910 00011 — NAF/APE code: 6202A. EU VAT number: FR08895174910. Contact: bonjour@dooplik.com.
03Professional customers only
The Service is intended exclusively for professionals acting for the purposes of their trade, business or profession. By subscribing, the Customer represents that it acts in that capacity and, if it represents a company, that it has authority to bind it. The consumer-protection provisions of the French Consumer Code do not apply to the contract. The Publisher may refuse or terminate a subscription if it appears that the subscriber is not a professional.
04Ordering and formation of the contract
Free plan: the contract is formed when the account is created. Online subscription: the contract is formed when the Customer, having chosen a plan and read the Terms of Sale, which it accepts by confirming its order, validates payment. A confirmation is sent by email. Custom offer: the contract is formed by signature or written acceptance, including electronic, of a quote or special terms issued by the Publisher, within their validity period. The Terms of Sale are made available to the Customer, before any order, in a way that allows them to be stored and reproduced. The parties, both acting as professionals, agree, pursuant to Article 1127-3 of the French Civil Code, to derogate from items 1° to 5° of Article 1127-1 and from Article 1127-2 of that code. The Publisher archives the version of the Terms of Sale accepted by the Customer and provides it on request. The Publisher's computerised records, kept under reasonable security conditions, constitute evidence of orders, operations performed and payments, unless proven otherwise.
05Plans, billing unit and quotas
The Service is offered in several plans, including a limited free plan; their content, quotas and prices are those shown on the Pricing page on the date of subscription. The billing unit is the go-live: one configuration Propagation executed to a Destination Instance. The number of Users is neither billed nor capped on paid plans. Each plan includes a quota of go-lives per calendar month and a maximum number of Destination Instances. Comparing two Instances, which writes nothing, does not consume quota. Beyond the included quota, each additional go-live is billed at the unit price shown on the Pricing page — €39 excluding tax as of the date hereof — and added to that month's invoice. Unused quota does not roll over. Any free trials and promotional codes are granted for the duration and on the conditions stated when they are awarded; when they end, the subscribed plan applies.
06Prices and VAT
Prices are stated in euros, excluding tax. Where the Publisher benefits from the VAT franchise scheme, its invoices bear the statement “TVA non applicable, art. 293 B du CGI” and the amount excluding tax is the total price due. Where it is liable to pay VAT, in particular if it exceeds the franchise thresholds, VAT is charged in addition at the applicable rate from the date it becomes chargeable; the Customer is informed. Where the Customer is a taxable person established in another EU Member State, the service is taxable in that State (Article 259, 1° of the French Tax Code): the invoice is issued without French VAT, states the Customer's VAT number and bears the statement “Autoliquidation” (reverse charge). Where the Customer is established outside the European Union, the invoice is issued without French VAT. On subscription, the Customer provides its VAT number or any evidence of its taxable status and warrants its accuracy. The Publisher may change its prices. Any increase is notified to the Customer at least thirty days before it applies; it does not affect the period already invoiced and entitles the Customer to terminate before it takes effect. Prices for custom offers are set by the quote or special terms.
07Invoicing, payment and late payment
The subscription is invoiced monthly in advance; additional go-lives are invoiced in arrears. Online payment is made by card through the payment provider Stripe; the Customer authorises the recurring charges corresponding to its subscription. Invoices are issued electronically, in accordance with applicable regulations, and made available in the Customer's account. Unless the quote provides otherwise, invoices for custom offers are payable thirty days from their issue date. No discount is granted for early payment. Pursuant to Article L.441-10 of the French Commercial Code, any amount unpaid when due automatically bears, without prior reminder, late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, together with a fixed recovery-cost indemnity of forty euros (Article D.441-5 of the same code), without prejudice to further compensation on proof. Non-payment may also lead to suspension of the Service, under the conditions of the “Suspension of the Service” article.
08Term, renewal and plan changes
The subscription is concluded for one month from subscription, tacitly renewable for successive one-month periods, with no minimum commitment. Upgrading takes effect immediately, the quota being adjusted pro rata for the current month. Before downgrading, the Customer ensures that its usage — in particular its number of Instances and, for the free plan limited to one User, its number of Users — fits within the limits of the new plan. The term of custom offers, their renewal terms and notice period are set by the special terms; failing that, they are concluded for one year, tacitly renewable for one-year periods, unless terminated by either party at least two months before the renewal date.
09Custom offers: licence and white label
The Publisher may offer, on quotation, a user licence for the Service or its operation under white label, allowing the Customer to make it available to its own clients under its brand. The Terms of Sale apply to such offers for anything the special terms do not cover. Unless the special terms provide otherwise: — the licence is non-exclusive, non-transferable, limited to the scope, term and volume (Instances, go-lives, users) defined therein, and gives no access to the source code or to undocumented parts of the Service; — under white label, the Customer is the sole party to the contracts concluded with its own clients; it informs them that a technical provider is involved, imposes on them usage and security obligations at least equivalent to those of the Terms of Use and these Terms of Sale, in particular regarding Access Credentials, and indemnifies the Publisher against any claim from them that does not result from a breach by the Publisher of its own obligations; — the Publisher makes no direct commitment to the Customer's clients; as between the parties, the cap in the “Limitation of liability” article is assessed by reference to the amounts paid by the Customer and constitutes the Publisher's overall liability limit for all losses arising from white-label operation, including those the Customer has compensated for its own clients; — the Customer's distinctive signs used under white label remain its property; it warrants that it is free to use them and that they infringe no third-party rights.
10Termination
The Customer may cancel its subscription at any time from its account. Cancellation takes effect at the end of the current monthly period: until then, the Service remains available under the subscribed plan and the Customer may reverse its decision; on that date, the account moves to the free plan. The period begun is not refunded. Custom offers are terminated as provided in the special terms. In the event of a breach by either party of any of the following obligations: payment of the price; compliance with the usage and security rules of the Terms of Use and of the “Customer's obligations” and “Access Credentials and API keys: Customer's responsibility” articles; confidentiality; personal data protection; the Publisher's security obligations, the other party may, pursuant to Article 1225 of the French Civil Code, terminate the contract as of right if the breach is not remedied within thirty days — reduced to eight days for non-payment — of formal notice sent by registered letter with acknowledgement of receipt or by email, specifying the breach and expressly referring to this clause. Termination takes effect on the date it is notified, without prejudice to any damages the non-defaulting party may claim. Each party retains the right of unilateral termination under Article 1226 of the French Civil Code. The Publisher may discontinue the free plan, or the Service as a whole, on three months' notice; amounts paid in advance for any period after discontinuation are then refunded pro rata.
11No right of withdrawal
As the contract is concluded between professionals for the purposes of the Customer's business, the right of withdrawal under Articles L.221-18 et seq. of the French Consumer Code does not apply, except where Article L.221-3 of that code extends it to an off-premises contract. The free plan allows the Customer to evaluate the Service before any paid commitment.
12Publisher's obligations
The Publisher provides the Service in accordance with its documentation and the subscribed plan, with professional diligence, and provides support by email and, depending on the plan, through the built-in ticketing system. Unless expressly stated otherwise, its obligations are obligations of means (reasonable efforts). The Publisher may change the Service. Removal of an essential feature of a paid plan is notified to the Customer by email at least thirty days before it takes effect; the Customer may then cancel its subscription at no cost before that date and obtain a pro rata refund of amounts paid in advance for the subsequent period.
13Customer's obligations
The Customer undertakes to: — pay the price on the agreed due dates; — use the Service in accordance with the Terms of Use, its documentation and the law, and ensure its Users do so, for whom it is responsible; — connect only Instances for which it holds valid authorisation and whose Odoo subscription allows external API access; — have a recent, restorable backup of Destination Instances before any Propagation, and check results before any go-live or delivery to a client; — cooperate in good faith with the Publisher, in particular by providing the information needed to diagnose an incident. The Customer remains the sole owner of, and solely responsible for, its Instances, the data they contain, their configuration and the Access Credentials it configures in the Service.
14Access Credentials and API keys: Customer's responsibility
The Customer is solely responsible for generating, keeping confidential, scoping and properly managing its Access Credentials, in particular its Odoo API keys, throughout their lifecycle: creation, transmission, storage outside the Service, renewal and revocation. The Publisher generates no Access Credentials and cannot revoke an API key within an Instance: only the Customer, or the Instance's owner, controls this. The Customer is solely responsible for any compromise of an Instance or its data originating from an act of the Customer, its Users, its staff or its own clients, in particular: — disclosure or sharing of Access Credentials, including over an insecure channel; — storing them in clear text or on an insufficiently protected medium outside the Service; — granting the Odoo user concerned rights beyond what the operations entrusted to the Service require; — failing to revoke or renew a key after someone who had access to it leaves, after a project ends or upon suspicion of disclosure; — compromise of a Dooplik account resulting from shared credentials, a weak or reused password, or failure to enable two-factor authentication where the Customer's plan offered it; — compromise of a User's workstation or mailbox. In these cases, the Publisher is not liable for the consequences of the compromise — loss or alteration of data, unauthorised access, consequential damage — unless a breach by the Publisher of its own obligations contributed to it, in which case liability is shared in accordance with the “Security incidents: allocation of liability” article. The Customer informs the Publisher without delay, at bonjour@dooplik.com, of any suspected compromise of Access Credentials stored in the Service, and revokes them immediately in the Instance concerned.
15Security of the Service: Publisher's obligation of means
The Publisher implements appropriate technical and organisational measures, in line with the state of the art and its legal obligations, in particular Article 32 GDPR, to ensure a level of security appropriate to the risk of holding Access Credentials to production Instances. As of the date hereof, these measures include: encryption of Access Credentials at rest (AES-256-GCM, per-account derived key) and their decryption in memory only for the duration of an operation triggered by the Customer; isolation of data between accounts; encryption in transit; storage of passwords as hashes; logging of operations; depending on the plan, two-factor authentication and SSO sign-in. The Publisher adapts these measures to risks and available techniques, without lowering the overall level of security. This is an obligation of means, not of result: since no connected system is invulnerable, the Publisher does not guarantee absolute security, but it is liable for any failure to implement the measures incumbent upon it. Nothing herein is intended to, or has the effect of, releasing it from its obligations under the GDPR; as between the parties, its liability in that respect remains governed by the “Limitation of liability” article.
16Security incidents: allocation of liability
Liability for the consequences of a security incident — unauthorised access, compromise of Access Credentials, loss, alteration or disclosure of data — is determined by its origin: a) Incident attributable to the Customer: where it originates from an act of the Customer, its Users or its own clients, in particular in the cases listed in the “Access Credentials and API keys: Customer's responsibility” article, the Customer alone bears the consequences. b) Incident attributable to the Publisher: where it results from a breach by the Publisher of its security obligations, including through one of its subcontractors, the Publisher is liable under the conditions and limits of the “Limitation of liability” article. c) Incident of external origin: where the Publisher shows that it implemented the measures incumbent upon it and the incident results from the act of a third party for whom it is not responsible, or from a vulnerability in Odoo, in an Instance's hosting or in another element under the control of the Customer or of providers chosen by it, its liability is not engaged, without prejudice to its notification and assistance obligations. Subcontractors, providers and software components chosen by the Publisher to provide the Service are not third parties within the meaning of this paragraph. The event constitutes force majeure if it meets the conditions. d) Concurrent causes: where breaches by both parties contributed to the incident, each bears the consequences in proportion to the share of its breaches in causing the damage. The parties cooperate in good faith to establish the origin of the incident; the Publisher retains the relevant technical logs for that purpose.
17Notification of incidents and data breaches
Data processed on the Customer's behalf. The Publisher notifies the Customer of any personal data breach, and more generally of any confirmed security incident, affecting the Access Credentials or data processed on its behalf, without undue delay after becoming aware of it and at the latest within forty-eight hours, so that the Customer can meet its own obligations to notify the supervisory authority within seventy-two hours and, where applicable, to inform the data subjects (Articles 33 and 34 GDPR). Notification is sent by email to the workspace administrators. It specifies, to the extent available: the nature of the incident; the Instances and Access Credentials involved; the categories and approximate number of data subjects and records concerned; the likely consequences; the measures taken or proposed to address it and mitigate its effects; the contact point from whom more information can be obtained. Information that cannot be provided at the same time is provided in phases without undue delay. Where the Customer itself acts on behalf of its own client, it passes this information on without delay. Protective measures. As soon as an incident likely to affect Access Credentials is detected, the Publisher may, without notice, stop ongoing operations and disable the Access Credentials concerned in the Service. It asks the Customer to revoke and renew the corresponding API keys in its Instances without delay, which only the Customer can do. Assistance. The Publisher provides the Customer with the information it holds and reasonably assists it in its dealings with the supervisory authority and data subjects. The Customer remains solely responsible for the notifications incumbent upon it as controller. Account data. For breaches affecting data for which it is controller, the Publisher itself makes the notifications required by Articles 33 and 34 GDPR. Conversely, the Customer informs the Publisher without delay of any incident affecting its Instances that could impact the security of the Service.
18Personal data and processing on behalf of the Customer
For account, billing, contact and support data, the Publisher acts as controller, under the conditions described in the privacy policy. For Access Credentials, data read or written in Instances during Propagations and execution logs, the Publisher acts as the Customer's processor within the meaning of Article 28 GDPR — or as sub-processor where the Customer itself acts on behalf of its own client, in which case the Customer warrants that it has obtained that client's prior written authorisation. This article, supplemented where applicable by a data processing agreement signed at the Customer's request, constitutes the contract required by Article 28(3) GDPR. The Publisher undertakes to: — process such data only on the Customer's documented instructions, consisting of the Terms of Sale, the Service configuration and the operations it triggers, including with regard to transfers outside the European Union, unless required to do so by Union or Member State law, in which case it informs the Customer before processing, unless that law prohibits it; it immediately informs the Customer if an instruction appears to infringe the regulations; — ensure that persons authorised to process the data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; — implement the measures described in the “Security of the Service: Publisher's obligation of means” article; — engage a sub-processor only on the following terms: by accepting the Terms of Sale, the Customer gives general written authorisation for the sub-processors listed in the privacy policy; the Publisher informs it by email, at least thirty days in advance, of any addition or replacement; the Customer may object on legitimate grounds within that period and, failing agreement, terminate the contract without penalty before the change takes effect; the Publisher contractually imposes on each sub-processor the same data protection obligations as those of this article and remains fully liable to the Customer for their performance; — assist the Customer, through appropriate technical and organisational measures and insofar as possible, in responding to data subject requests; — assist the Customer in complying with its obligations under Articles 32 to 36 GDPR (security, notification and communication of breaches, impact assessment, prior consultation), taking into account the nature of the processing and the information available to it; — at the end of the contract, at the Customer's choice, allow it to download the available execution reports and logs, then delete the Access Credentials and data processed on its behalf and any copies, under the conditions of the “End of contract and reversibility” article, unless Union or Member State law requires their retention; — make available to the Customer all information necessary to demonstrate compliance with these obligations and allow audits, including inspections, by the Customer or by an independent auditor it appoints who is not a competitor of the Publisher, at the Customer's expense, with thirty days' notice, no more than once a year save in the event of a confirmed data breach, and subject to a confidentiality undertaking. Subject matter and duration: provision of the Service, for the term of the contract and until the deletion provided above. Nature: automated reading, transmission and writing between Instances; storage of Access Credentials and execution logs. Purpose: propagation, at the Customer's request, of configuration and, where applicable, data between its Instances, and production of execution reports. Data: that contained in configuration items, the identifiers of the Odoo users used to connect and, if the Customer enables the data step, the selected records (in particular contacts and users); the Service is not intended for processing the special categories of data referred to in Article 9 GDPR. Data subjects: users, employees, clients and contacts of the Customer or of its own clients. Data is hosted in the European Union; no transfer outside the Union takes place without the safeguards of Chapter V GDPR.
19Availability, maintenance and support
The Service is in principle available twenty-four hours a day, seven days a week. Unless expressly provided in special terms, the Publisher gives no service level agreement (SLA), availability rate or recovery time commitment. It may interrupt the Service for maintenance, endeavouring to schedule work outside business hours and to inform Customers in advance, or without notice in an emergency, in particular a security emergency. Propagations run asynchronously; their duration depends on the volume of configuration and on the rate limits imposed by each Instance's API. No execution time is guaranteed. Support is provided on business days, by email and, from the Studio plan, through the built-in ticketing system. Response times stated on the site are indicative, unless the subscribed plan provides otherwise.
20Suspension of the Service
The Publisher may suspend all or part of access to the Service: — in the event of non-payment, eight days after formal notice to pay has remained unheeded; — in the event of use in breach of the Terms of Use or these Terms of Sale, eight days after formal notice has remained unheeded; — without notice, where use of the Service threatens its security, that of its other users or of an Instance, in the event of a security incident, or on the order of an authority. Suspension is proportionate to the breach or risk; it is notified to the Customer with its reason and lifted as soon as its cause has ceased. Where justified, it gives no right to compensation and does not suspend amounts due. During suspension, the Customer's data is retained.
21Warranties
The Publisher warrants that the Service substantially conforms to its documentation. In the event of a reproducible non-conformity reported by the Customer, it undertakes to correct it or provide a workaround within a reasonable time; failing that, the Customer may terminate the subscription and obtain a refund of amounts paid for the unused period. The Publisher does not warrant: — that the Service will propagate every configuration item, given the diversity of Odoo versions, third-party modules and customisations; the supported scope is described in the documentation; — compatibility of the Service with future changes to the Odoo API decided by Odoo S.A., to which it nevertheless endeavours to adapt it; — fitness of the Service for particular needs of the Customer that have not been accepted in writing. The Customer indemnifies the Publisher against any third-party claim or action, in particular from an Instance's owner or from one of the Customer's clients, based on connecting an Instance without authorisation or on use of the Service in breach of the Terms of Use or these Terms of Sale, and compensates it for damages awarded against it by an enforceable decision, amounts paid under a settlement concluded with the Customer's consent and reasonable defence costs. The Publisher notifies the claim to the Customer as soon as possible, provides the relevant information, allows it to take part in the defence and does not settle without its consent, which may not be withheld without legitimate reason.
22Limitation of liability
The Publisher is liable for direct and foreseeable damage caused to the Customer by its proven breaches, under the conditions of this article. The Publisher is not liable for indirect damage, nor, whether characterised as direct or indirect, for loss of business, revenue, profit or customers, loss of opportunity, damage to image or reputation, or the cost of procuring a substitute service. Where the loss or alteration of data in an Instance could have been avoided or remedied using the backup the Customer undertook to make, any liability of the Publisher is limited to the reasonable cost of restoring from that backup. The Publisher's total liability, for all causes and damage combined under the contract, is capped at the greater of: the amounts excluding tax actually paid by the Customer for the Service during the twelve months preceding the event giving rise to liability, or five hundred euros. These exclusions and limitations do not apply in the event of gross negligence or wilful misconduct, personal injury, or where the law prohibits limiting liability. They reflect the allocation of risk agreed between the parties and have been taken into account in setting the price of the Service. Any action by either party against the other under the contract must be brought within one year from the day its holder knew or should have known the facts enabling it to bring the action. This period does not apply to actions for payment or refund of amounts due under the contract, which remain subject to the statutory limitation period.
23Force majeure
Neither party is liable for a failure resulting from force majeure within the meaning of Article 1218 of the French Civil Code: an event beyond its control, which could not reasonably have been foreseen when the contract was concluded and whose effects cannot be avoided by appropriate measures. This may include, where those conditions are met: a general failure of telecommunications networks or power supply, a cyberattack of exceptional scale, a failure of the hosting provider or of Odoo S.A. that itself has these characteristics, a decision of a public authority. The affected party informs the other without delay. Performance of the affected obligations is suspended for the duration of the impediment. If it lasts more than thirty days, either party may terminate the contract in writing, without compensation; amounts paid in advance for the unperformed period are then refunded. Force majeure does not excuse payment of amounts already due.
24Intellectual property
The Service, its software, interfaces and documentation, and the Dooplik and SERENITE distinctive signs are and remain the exclusive property of the Publisher. The contract grants the Customer, for its term and solely for its business, a non-exclusive, non-assignable and non-transferable right to access and use the Service, extended to its Users. No rights are assigned. The Customer retains all rights in its Instances, their content and the reports produced on its behalf.
25Confidentiality
Each party keeps confidential the non-public information of the other that it learns in connection with the contract — in particular, for the Publisher, Access Credentials, Instance configuration and information about the Customer's clients — and uses it only to perform the contract. This obligation survives for five years after the end of the contract, and without time limit for Access Credentials and personal data.
26End of contract and reversibility
When a paid subscription ends, the account moves to the free plan and that plan's retention period for execution logs and reports applies: older items are then deleted. The Customer is responsible for downloading, before the cancellation takes effect, any reports it wishes to keep. The Customer may delete its Access Credentials from the Service at any time; it is also responsible for revoking the corresponding API keys in its Instances. The workspace is permanently closed at the Customer's written request sent to bonjour@dooplik.com, or at the Publisher's initiative upon termination for breach. The Publisher then deletes, within thirty days, the Access Credentials and data processed on the Customer's behalf, except for data it is legally required to retain, in particular accounting records. Provisions on liability, confidentiality, intellectual property and governing law survive the end of the contract.
27Changes to the Terms of Sale
The Publisher may amend the Terms of Sale. Changes are notified to the Customer by email at least thirty days before they take effect and apply from the renewal following that date. A Customer who refuses them may cancel its subscription before they take effect, at no cost. Changes required by law or by an overriding security need may apply immediately. Custom offers remain governed by the version of the Terms of Sale in force on the date of their signature until their renewal.
28General provisions
The contract sets out the entire agreement of the parties on its subject matter. The invalidity of any provision does not affect the others; the parties shall negotiate in good faith a lawful provision as close as possible to their original intention. A party's failure to invoke a breach does not constitute a waiver of its right to invoke it later. The Customer may not assign the contract without the Publisher's prior written consent. Pursuant to Article 1216 of the French Civil Code, the Customer consents in advance to the assignment of the contract by the Publisher to any company it controls or may incorporate to operate the Service, or to any acquirer of the business operated under the Dooplik name, including as part of a transfer of the sole trader's professional assets. The assignment takes effect towards the Customer on the date of its written notification, by email or within the Service. The Customer expressly agrees that the assignment releases the Publisher for the future, within the meaning of Article 1216-1 of the French Civil Code. It may terminate the contract at no cost within thirty days of the notification. The parties are independent contractors. Electronic documents and signatures exchanged between them have the same evidential value as their paper equivalents (Articles 1366 and 1367 of the French Civil Code). The contract is drawn up in French; in the event of translation, the French version alone is authoritative.
29Governing law and disputes
The contract is governed by French law. In the event of a dispute, the parties shall endeavour to resolve it amicably within thirty days of written notice by the first party to act, and may agree to use mediation. Failing agreement, where both parties contracted as merchants (commerçants), or where the Customer is established in another EU Member State or in a State party to the Lugano Convention, any dispute relating to the formation, interpretation, performance or termination of the contract falls within the exclusive jurisdiction of the courts of La Rochelle, including for interim relief, third-party claims or multiple defendants. In other cases, jurisdiction is determined under ordinary rules. This clause applies subject to mandatory jurisdiction rules, in particular Articles L.442-4 and D.442-2 of the French Commercial Code.