1. Introductory Provisions

1.1. These General Terms and Conditions ("GTC") regulate the rights and obligations of Krisztian Eyssen, a self-employed individual (sole trader) trading as eYssen, with its geographic address at Flat D, 129–131 Sutherland Avenue, London W9 2QJ, United Kingdom (email: [email protected]) (hereinafter: "Service Provider") and the customers using their services (hereinafter: "Client"), concerning IT services.

1.2. The Client may only use the Service Provider’s services after accepting these GTC. Acceptance of the GTC is constituted, in particular, by the actual use of the service, topping up a prepaid balance, placing an order, or accepting any performance.

1.3. Should the parties enter into a separate written agreement (e.g., individual order, framework agreement), the provisions of these GTC shall remain applicable to matters not regulated therein. In case of discrepancies, the individual agreement shall prevail.

1.4. The appendices at the end form an integral part of these GTC and are valid only together with them. The appendices, along with the GTC, constitute the contractual terms between the Service Provider and the Client. If any matter is regulated differently by these appendices, the specific provision in the appendix shall govern.

1.5. Client Status. The Service Provider’s services are offered exclusively to businesses (legal entities, sole traders and other persons acting for purposes relating to their trade, business or profession). By accepting these GTC, the Client confirms that it is acting in a business capacity and not as a consumer. The Service Provider is entitled to refuse to enter into a contract with a consumer.

1.6. Definitions – Business Day. Business Day: Mon–Fri, 9:00–17:00 (GMT/BST; IANA: Europe/London), excluding UK national public holidays.

2. Subject Matter of the Service

2.1. The Service Provider primarily provides cloud-based hosting and associated infrastructure (eYssen Cloud) for the eYssen (Section 2.2) and any Odoo-based system. Furthermore, the Service Provider offers hourly-rate professional support in the following areas: implementation consulting, customisation/development, integrations, operation/support (helpdesk), training/consultation.

2.2. eYssen (Product) is a complete Enterprise Resource Planning (ERP) system initiated and maintained by the Service Provider, developed in a community effort. The development is open, integrating work from multiple contributors. Therefore, the Service Provider provides no warranty or guarantee regarding the bug-free operation, fitness for a particular purpose, or continuous availability of eYssen; the product is used “AS IS.”

2.3. Reaction times, capacity, and service levels are determined by the current price list and service description.

2.4. Enterprise Package – Development of Missing Odoo Enterprise Features on Request. For Clients with an active annual Enterprise package subscription (the commitment does not apply to monthly subscriptions), if the Client identifies a functionality that is available in the official Odoo Enterprise edition of the same major version but is missing from eYssen, the Service Provider undertakes, upon the Client’s written request, to develop an equivalent functionality within the subscription fee, without charging additional hourly fees, subject to the following conditions: (a) the request shall be submitted through the official support channel (Section 3.10) and shall specify the missing functionality and, where possible, the corresponding Odoo Enterprise module or documentation; (b) the deadline is set according to the size of the task: the Service Provider assesses the request, determines the scope, the technical solution and the delivery deadline according to the size and complexity of the task, and communicates them to the Client in writing; larger developments may be delivered in phases; the deadline is undertaken on the basis of this assessment and does not constitute a basis for liquidated damages; (c) the result is an independently developed, functionally equivalent solution and not a copy of the Odoo Enterprise source code; its user interface and operation may differ from Odoo Enterprise; (d) the commitment does not cover client-specific customisations, functionalities not available in Odoo Enterprise, third-party modules, functionalities that depend on the proprietary online services of Odoo S.A. (e.g., IAP or Odoo-hosted services), data migration, configuration or training; these constitute hourly-rate assignments; (e) the developed functionality becomes part of the eYssen codebase and may be published in accordance with Section 10.2; (f) the commitment applies only while the annual Enterprise subscription is active and paid; if the subscription terminates before delivery, the Service Provider is not obliged to complete the development.

3. General Terms of Performance (Hourly Rate, No Guarantee of Outcome)

3.1. Method of Charging. Professional services under Section 2.1 (e.g., implementation, development, integration, support, training) are charged on an hourly rate basis, in units of 0.5 hours commenced, according to the current price list, unless they are expressly included in a subscription package (e.g., bug fixing under Section 3.2 b) or development under Section 2.4). Subscription and eYssen Cloud resource fees are charged according to Appendix M1 and Chapter 5. The Client freely decides on the use of the hourly-rate services; the Service Provider does not undertake to ensure a specific result, deadline, or availability, unless the parties agree otherwise in writing.

3.2. Exclusion of Warranty and Justification; Exceptional Bug Fix Commitment a) Exclusion of Warranty. The Service Provider provides no warranty or guarantee for the work. This is justified by the fact that in ERP and IT systems, the final operation is significantly influenced by the Client’s processes, data, user habits, external integrations, and third-party components/updates, over which the Service Provider has no full control. The Service Provider ensures professional diligence but does not guarantee bug-free operation, fitness for a particular purpose, or continuous availability. b) Exception – Bugs in the eYssen Core System Running in eYssen Cloud (or On-Premise under the Enterprise Package). The Service Provider undertakes to fix reproducible bugs found in the eYssen (core) system that contradict the documented functionality, at its own expense, if the following conditions are met cumulatively: (i) the system runs in the Service Provider's eYssen Cloud environment or, in the case of the Enterprise package, in an on-premise environment operated by the Client; in the latter case, the commitment covers only bugs in the eYssen program code and does not cover issues related to the operation of the server or infrastructure (e.g., installation, hardware, operating system, network, database server, backups, performance or availability), which constitute hourly-rate assignments; (ii) the bug is reproducible in the eYssen core system without the Client’s custom developments, third-party modules or individual modifications; the presence of such add-ons on the instance does not in itself exclude the commitment, but bugs originating from them or from their interaction with the core system are not covered; (iii) the bug is not caused by the failure/outage or change of an external provider (e.g., cloud, email, CDN, browser, network, database infrastructure), or by data quality or access rights settings; (iv) the bug is reproducible in the latest released eYssen version and in supported browsers (Section 3.12); (v) the Client cooperates and provides the necessary information, samples, and accesses for reproduction. The fix will be carried out within a reasonable deadline according to professional priority. This commitment does not constitute a warranty or a basis for liquidated damages and does not cover performance tuning, new feature development, compliance with legal regulations, data migration, user error, external integrations, or third-party components; these constitute an hourly-rate assignment (except for the development of missing Odoo Enterprise features in the Enterprise package under Section 2.4).

3.3. Assistants for Performance: The Service Provider is entitled to engage a subcontractor/assistant. The Service Provider ensures coordination, however, its liability for the third party’s fault is limited by Chapter 7.

3.4. Client Cooperation: The Client is obliged to provide the necessary information, accesses, decisions, and testing in a timely manner. Delays, additional work, and costs arising from these shall be borne by the Client.

3.5. eYssen Cloud and Backups: The eYssen Cloud operates on Oracle Cloud Infrastructure (OCI) in EU/EEA data centres; backups may be stored in a separate location. Automatic backups are retained according to the schedule of the subscribed package. Manual backups created by the Client may be retained for any length of time while the Client’s subscription is active and are charged according to the price list; the Client is responsible for deleting manual backups that are no longer needed, in line with its own data retention obligations. After termination, backups are deleted in accordance with Section 13.1. The Service Provider is not responsible for consequences arising from faults, outages, or changes by external providers (infrastructure/backup) (see Chapter 7). Regular restoration testing is performed by the Service Provider only upon separate order.

3.6. Client Data Protection and Backup: The Client may arrange for supplementary security backups and data protection measures within its own scope of interest. The Service Provider excludes its liability for damages arising from the lack of own backups.

3.7. Risk of Community Components and Updates. Due to the community nature of the ERP ecosystem and eYssen, the behaviour of third-party components, modules, and updates cannot be guaranteed in advance. The Service Provider provides no guarantee regarding their compatibility, future operation, or bugs or performance changes arising from them; in such cases, intervention and troubleshooting are carried out on an hourly-rate basis.

3.8. Definition of Reaction Time. “Maximum Reaction Time” refers to the start of processing the reported task/bug (first substantive feedback, triage, initiation of reproduction), and does not imply the deadline for the final solution or closure. The resolution time is always case-by-case, influenced by the nature of the bug, its complexity, reproducibility, dependencies, and the cooperation of external providers. A responsible resolution deadline cannot be guaranteed without prior, precise knowledge of the nature and circumstances of the bug; some cases can be remedied within minutes, others within days, or even longer in the case of third-party dependencies.

3.9. Service Interruption and Maintenance. The Service Provider is entitled to hold scheduled maintenance (preferably during low-traffic periods), which may result in temporary unavailability. In the event of urgent troubleshooting, extraordinary maintenance may be held without prior notice. Maintenance periods do not constitute a breach of contract.

3.10. Start of Reaction Time and Reporting Channel. The calculation of the “Maximum Reaction Time” starts from the moment the report is received on the Service Provider’s official support channel ([email protected], the client-specific {client-shortname}@eyssen.com, or the ticketing system available on https://www.eyssen.com). The Business Days and operating hours defined in Section 1.6 shall govern the measurement of reaction time. A report made through an unofficial channel (e.g., personal message, personal email address of our colleagues) is only considered received if the Service Provider has recorded and acknowledged it on the official channel.

3.11. Fair Use of Resources. The subscription fees and the eYssen Cloud resource fees are sized for normal, per-user business use of the system, i.e., the internal ERP operations carried out by the Client’s subscribed users; within this scope, the database (PostgreSQL) load (CPU/Memory) is not billed separately. Exceptional load is not included, in particular: (a) high-traffic websites, webshops or portals, whose number of requests requires additional workers and thus additional CPU and memory; (b) intensive API, integration, synchronisation or automated batch traffic, mass data imports, and heavy reports or scheduled actions; (c) very large data volumes in the database (e.g., large numbers of records, extensive logs, historical data or files stored in the database), where queries put a significantly higher load on the database (CPU, memory, I/O); (d) load caused by inefficient custom or third-party modules. The Service Provider is entitled to monitor the resource usage of the instances. If the load of an instance persistently and significantly exceeds that of normal per-user use, the Service Provider shall notify the Client in writing, stating the nature of the excess, and shall propose a solution, such as: additional workers, vCPU or memory, or dedicated database resources, charged at the current eYssen Cloud fees (Appendix M1); optimisation, archiving or data cleansing (as an hourly-rate assignment); or migration to a dedicated server (Enterprise package). The resulting fees shall apply from 30 days after the notice; in such a case, the Client may terminate the legal relationship in accordance with Section 6.2. If the excessive load endangers the stability of the shared infrastructure or the services of other clients, the Service Provider is entitled to take immediate temporary measures (e.g., limiting the number of workers, requests, connections or query execution time, or temporarily suspending the affected scheduled actions or integrations) and shall inform the Client without delay. The Service Provider is not liable for slowdowns or unavailability resulting from exceptional load, and the performance of an instance under exceptional load does not constitute a defect of the service.

3.12. Versions and Updates. The Client decides when to update its instance. Any eYssen version may continue to run on the Service Provider’s infrastructure for an unlimited period, and hosting is provided irrespective of the version used. However, bug reports and the bug fix commitment under Section 3.2 b) apply only to the latest released eYssen version; fixes are released in a new version, which the Client must install in order to benefit from them. The Client bears the risks of running an older version, including security vulnerabilities and bugs that have been fixed in newer versions.

3.13. Service Provider’s Access to Instances. The Service Provider has administrative access to the Client’s instances and the underlying infrastructure and is entitled to use it exclusively for the purposes of operation, maintenance, security, bug fixing, support and the performance of ordered services. Access to the Client’s data takes place only to the extent necessary for these purposes, in accordance with the confidentiality rules of Chapter 8 and the Data Processing Agreement (Appendix M3).

4. Remuneration

4.1. Prepaid Balance: The use of hourly-rate professional services (Section 3.1) is subject to a prepaid balance. The Service Provider deducts from this balance for the tasks according to the current price list (in commenced billing units). Subscription fees are invoiced separately in accordance with Sections 5.10–5.15.

4.2. Balance Exhaustion: In case of zero or negative balance, the Service Provider is entitled to suspend work and/or access until a new top-up is made.

4.3. Usability and Expiry of Prepaid Balances. The prepaid balances paid in advance by the Client may be used for 12 (twelve) months from the date of the order. After this period, the unused balance shall expire and is non-refundable (in accordance with Section 4.6). Billing shall follow the “First-In, First-Out” (FIFO) principle.

4.4. Price Change: The Service Provider is entitled to modify the prices; the change shall apply to orders and top-ups due after publication. The already topped-up balance is not affected retrospectively by the modification.

4.5. Applicability of Price Change – 1-Year Protection. Notwithstanding Section 4.4, if the Client established the service relationship within 1 year (GTC acceptance + first prepaid top-up or individual agreement), the Service Provider’s general fee modifications shall only apply to the Client after the expiry of the 1-year period. The price change does not affect already topped-up balances retrospectively.

4.6. Refund: The prepaid balance is not refundable as a general rule. The parties may agree on an exception in writing.

4.7. Currency and VAT (Value Added Tax): The prices are net prices in EUR; VAT will be charged according to the applicable laws.

4.8. Junior Consultant Fee (30% Discount). The Service Provider may provide a Junior Consultant (trainee/assistant role, lower hourly rate, with a 30% discount applied to the billed time) depending on the nature of the task. The involvement of a Junior is always under professional supervision; the details of the discount and the conditions for their involvement are specified in the current price list (Appendix M2). The time worked by the Junior is accounted for separately in favour of the Client.

4.9. Immediate Assistance / Express Surcharge (50% Surcharge). At the Client’s request, the Service Provider may undertake immediate, out-of-turn intervention (Express). An Express request automatically incurs a 50% surcharge (the express surcharge according to the current price list shall be applied) and can only be guaranteed if there is free capacity. The fulfilment of an Express request does not constitute an SLA commitment; it only ensures an urgent start, and the resolution time remains case-by-case.

4.10. Individually Negotiated Terms. Notwithstanding the standard payment terms (including Prepaid Balance and immediate post-event invoicing), the Service Provider and the Client shall have the option to agree on individually negotiated, customised payment and billing arrangements (including but not limited to periodic invoicing or special payment schedules). Such arrangements must be formalized in a separate written agreement or statement of work, which shall expressly define the applicable payment structure and shall take precedence over any conflicting provisions in these General Terms and Conditions.

4.11. The Service Provider may commence the task at its own discretion after confirming the order, however, it is entitled to condition the start of work on the financial crediting of the amount specified in the pro-forma invoice. In the case of currency transfer (e.g., SWIFT), it is the Client's responsibility to provide the necessary data for identification (reference, pro-forma invoice identifier).

4.12. Currency Difference and Exchange Rate. If the Client pays in a currency different from the one on the invoice, the amount credited is determined by the actual conversion exchange rate and – if applicable – the conversion fee applied by the Service Provider’s bank or settlement partner on the day of crediting. The prepaid balance will be credited with the net amount actually credited after conversion. All banking, intermediary banking, and payment transaction costs associated with the payment shall be borne by the Client. In the event of a deficit arising from exchange rate and cost differences, the Service Provider is entitled to request the replenishment of the difference; in the case of overpayment, the surplus increases the Client's prepaid balance. The exchange rate (e.g., Bank of England) applied in the Service Provider’s accounting – according to law – may differ and serves only for accounting purposes. The Service Provider reserves the right to accept payment only in the currency of the invoice for certain transactions.

5. Subscription and Payment Terms

5.1. The Service Provider issues an electronic invoice for every top-up and/or performance, with a payment deadline of 8 days from issuance.

5.2. Legal Consequences of Late Payment – Late Payment Interest and Compensation for Recovery Costs (B2B). a) Late Payment Interest. In the event of the Client's payment default, the Service Provider is entitled to claim statutory interest on the overdue debt under the Late Payment of Commercial Debts (Interest) Act 1998. The rate of statutory interest is currently 8% plus the Bank of England base rate. The interest accrues from the day after the due date until the debt is paid. b) Compensation for Recovery Costs (B2B). In the case of late payment between businesses, the Client is obliged to pay a fixed sum to cover the Service Provider's debt recovery costs, as stipulated by the Late Payment of Commercial Debts Regulations 2013. The amount of this compensation is currently £40, £70, or £100, depending on the size of the debt. c) The Service Provider is entitled to recover all reasonable costs incurred in the collection of overdue amounts, including legal fees and disbursements.

5.3. On-site Visit, Travel Time, Equipment or Licence Costs shall be billed separately, subject to prior agreement.

5.4. Payment Methods (Bank Transfer or Card). Invoices can be settled by bank transfer to the bank account/IBAN specified on the invoice, or by online card payment through the Service Provider’s contracted payment service provider (3-D Secure authentication is supported). For transfers, the invoice number must be included in the reference section; UK Faster Payments, BACS, CHAPS, and SEPA transfers are accepted. For card payments, the time of crediting is the confirmation by the payment service provider. In case of currency difference, Section 4.12 shall apply. Cash payment is not possible. The Service Provider is entitled to restrict the payment method for certain transactions (e.g., bank transfer only for subsequent invoices). In the event of a chargeback or failed payment, the Service Provider may suspend the service and apply set-off against the existing balance.

5.5. VAT and Place of Supply Rules (UK Service Provider). As a Sole Trader established in the United Kingdom, the Service Provider must adhere to UK VAT laws for the place of supply of services. The rules are determined by the location and status of the Client.

5.6. UK Clients (B2B) and VAT Registration Status. The Service Provider is currently not registered for VAT in the United Kingdom; therefore, no UK VAT is charged on its invoices, including for UK Clients. Should the Service Provider become VAT-registered, UK VAT will be charged to UK Clients at the applicable rate from the date of registration, and the Service Provider will indicate its VAT number on its invoices.

5.7. EU Clients (B2B). For services provided to a business Client established in an EU Member State who provides a valid VAT identification number, the place of supply is generally the EU Client’s country (B2B ‘General Rule’). The service is outside the scope of UK VAT, and the Client is generally required to account for VAT in their own Member State using the Reverse Charge mechanism. The invoice will state the Client’s EU VAT number and the designation “Reverse Charge: The customer must account for VAT.”

5.8. Non-EU/Non-UK Clients (Third Country B2B). For services provided to a business Client established outside the UK and EU, the place of supply is generally the country where the Client is established. The service is outside the scope of UK VAT, and the invoice will not include UK VAT. The Client is liable for any local tax obligations (self-assessment in their own state).

5.9. EFTA/EEA/Non-UK Transfers and Intermediary Bank Charges. All banking, intermediary banking, and payment transaction fees associated with the payment shall be borne by the Client. The amount credited to the Service Provider’s account shall be considered the net amount of the top-up; the prepaid balance is increased accordingly.

5.10. Subscriptions and Billing Period. The subscription packages (Starter, Professional, Enterprise; Appendix M1) are available with monthly or annual billing. Subscription fees are charged per user per month according to Section 5.12 and are invoiced in advance for the billing period: monthly subscriptions for each month, annual subscriptions for the full 12-month term.

5.11. Term, Renewal and Cancellation. a) Annual subscriptions run for a fixed term of 12 months and do not renew automatically. The Service Provider notifies the Client by email before the expiry date; the subscription continues only if the Client renews it by ordering and paying for the new term. b) Monthly subscriptions continue from month to month until cancelled; the Client may cancel a monthly subscription with effect from the end of the current billing month. c) Annual subscription fees are not refundable, including in the case of early cancellation by the Client; the service remains available until the end of the paid term. d) The fee of an annual subscription is fixed for the paid term; price changes apply from the next renewal. Price changes for monthly subscriptions apply in accordance with Section 9.1.

5.12. Users. a) A user is each active internal user account of the instance; portal and public users are not counted. b) The minimum number of users of the package (Appendix M1) is billed even if fewer users are active; Limited Users do not count toward the minimum number of users. c) Users may be added at any time; for annual subscriptions, additional users are invoiced pro rata until the expiry date. d) The number of users may be reduced for annual subscriptions only upon renewal, and for monthly subscriptions with effect from the next billing month.

5.13. Trial Period. The trial period (Appendix M1) is free of charge for 30 days. If the Client does not subscribe by the end of the trial period, the trial instance is stopped; it can be reactivated within 30 days by subscribing. After this period, the trial instance and its data are permanently deleted, without handing over a backup. 

5.14. Expiry, Non-Payment and Suspension. The following procedure applies if a) an annual subscription expires without renewal, b) a monthly subscription is cancelled, or c) a subscription invoice remains unpaid 8 days after its due date: (i) the instance is stopped on the day of expiry, cancellation or default; (ii) within 30 days, the Client may have the instance reactivated free of charge by renewing the subscription or settling the outstanding amount; in this case, the fees for the interrupted period are also payable; (iii) after 30 days, the instance and its data are permanently deleted, and the Service Provider makes the latest backup available to the Client for download for a further 30 days, after which the backup is also permanently deleted; (iv) if the Client requests restoration after the 30-day period, while the backup is still available, the instance is restored from the backup for a restoration fee of €200, and a new subscription starts from the date of restoration; no fees are payable for the interrupted period. Sections 5.2 (late payment) and 9.5 (suspension) remain unaffected.

5.15. Termination of Subscriptions by the Service Provider. The Service Provider may terminate a subscription without cause only with effect from the end of the paid term (for annual subscriptions) or the current billing month (for monthly subscriptions); the right to immediate termination under Section 6.3 remains unaffected.

6. Term and Termination of the Contract

6.1. The legal relationship between the parties is established by the Client’s acceptance of the GTC, an order and/or a prepaid top-up, for an indefinite period. Subscriptions are subject to the term, renewal and cancellation rules of Sections 5.10–5.15.

6.2. Either party is entitled to terminate the legal relationship concerning hourly-rate professional services with a 30-day notice period. Fees for work already performed and services used are due. Subscriptions end in accordance with Sections 5.11, 5.14 and 5.15.

6.3. Immediate termination may be applied in case of a serious breach of contract, or if the other party becomes insolvent, enters into liquidation, administration or a composition with its creditors, or ceases to carry on business.

6.4. In the absence of a separate written provision, these GTC shall supersede previous agreements on the same subject matter.

7. Rules of Liability

7.1. Direct Damages: The Service Provider is liable according to the general rules under English Common Law, but its total liability shall not exceed the amount of fees paid to the Service Provider in the 12 months preceding the event causing the damage.

7.2. Exclusion of Consequential Damages; Data Loss: The Service Provider is not liable for indirect or consequential losses (e.g., loss of profit, loss of business or goodwill, damage to business reputation). In the event of loss or corruption of the Client’s data, the Service Provider’s obligation and liability shall be limited to using reasonable efforts to restore the data from the latest available backup (Section 3.5).

7.3. External Providers: The Service Provider assumes no liability for the performance, fault, or updates of infrastructure, licence, and backup providers (e.g., cloud, hosting, Odoo / Odoo Enterprise, version control, email, CDN, etc.).

7.4. Legal Compliance: It is the Client's responsibility to ensure compliance with the legal regulations applicable to its own activity (regulations, industry standards); the Service Provider provides no guarantee to the contrary.

7.5. Nothing in these GTC limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under the laws of England and Wales.

7.6. Indemnity by the Client. The Client shall indemnify and hold harmless the Service Provider against all claims, losses, fines, damages and reasonable costs (including legal fees) arising from third-party claims or official proceedings resulting from the data and content stored or processed by the Client in the system, the Client’s or its users’ unlawful use of the service, or the infringement of third-party rights (e.g., intellectual property or data protection) by the Client.

7.7. Regulatory and Tax Compliance Functions. Functions supporting legal, tax or regulatory compliance (e.g., Verifactu, SII, TicketBAI, NAV Online Invoice, electronic invoicing, tax and payroll reports) are provided as tools. The Client is obliged to verify the legal compliance of these functions for its own activity, and uses them at its own risk; the correct configuration, the content of the data submitted and the fulfilment of reporting and filing obligations remain the Client’s responsibility. The Service Provider is not liable for fines, penalties or other consequences arising from their use. If the Client discovers a compliance defect in such a function and reports it, the Service Provider shall fix it as a priority, out of turn, in the latest released eYssen version.

8. Confidentiality, Data Processing

8.1. The parties mutually acknowledge that the entire content of this contract and, even after its termination, all facts, circumstances, information, business data related to this contract, within the framework of the relevant laws, qualify as business secrets and are thus confidential. The party under the obligation of confidentiality may only be exempted from this obligation based on the other contracting party's prior written consent, in which the other contracting party precisely designates the scope of the secret that may be disclosed. Without the other party’s prior written consent, neither party may directly or indirectly disclose the essence of the relationship, the content of this contract, or any data and information that came to its knowledge to a third party. This obligation shall remain in effect during the term of this contract and after its termination. The confidentiality obligation does not prevent the Service Provider from using the Client’s name and logo as a reference in accordance with Section 9.2, or from publishing developments in accordance with Sections 2.4 and 10.2.

8.2. The parties undertake to treat as business secrets the information that comes to their knowledge about the other party's organisation, procedures, and affairs during the performance of this contract. The rights to all information, data, business and legal solutions, and intellectual property handed over by the parties to each other concerning this contract shall remain with the parties, and the parties are not entitled to dispose of them in any way outside the scope of this contract. If the parties become aware of a new concept, solution, knowledge, or data during the performance of this contract, they are not entitled to use or publish it without the other party's prior written consent; this does not affect the Service Provider’s rights under Sections 2.4, 10.2 and 10.5 (generalisable solutions, publication of the eYssen source code under an open-source licence, and Background IP), provided that the Client’s confidential business data are not disclosed.

8.3. The parties mutually undertake regarding data and information originating from the other party:

• to take all reasonable steps to ensure their secure custody and storage;
• not to use them for any purpose other than that for which they were intended;
• to hold them only as long as necessary for the performance of their contractual obligations, after which they shall immediately return them to the other party, including all copies made by them, or destroy them with the other party’s prior written consent;
• to fully cooperate with each other during any inspection carried out by the party providing the data regarding the secure custody and use of the data.

8.4. The obligation of confidentiality does not extend to information that:

• Lawfully came to the party’s knowledge from a third person, independently of the other party, without an obligation of confidentiality;
• Has already been made public with the other party's written permission;
• Contains general ideas, concepts, knowledge, and techniques;
• Falls within the scope of official data provision obligations.

8.5. The parties may only use the information and data that came into their possession in connection with this contract for the purpose of performing this contract, and may only process it for this purpose, in accordance with the relevant data protection laws, particularly the GDPR and the Data Protection Act 2018 (UK), for the purpose of contract performance and fulfilling legal obligations. The parties are obliged to delete all personal data from their records after the purpose of data processing ceases. The Service Provider’s detailed data processing policy is available on its website.

8.6. Data Processing Agreement. The processing of personal data by the Service Provider as a controller (e.g., client contact and billing data) is carried out according to the Service Provider’s currently effective Privacy Policy, available on its website. Where the Service Provider processes personal data on behalf of the Client (as a Data Processor), the Data Processing Agreement in Appendix M3 applies, which forms an integral part of these GTC and is concluded upon their acceptance, in compliance with Article 28 of the GDPR and the UK GDPR.

8.7. Data Storage and Transfer. The Client selects the region of the infrastructure provider in which its instance is hosted; unless the Client selects otherwise, the eYssen Cloud is operated in EU/EEA data centres. If the Client selects a region outside the EU/EEA/UK, the resulting transfer is made on the Client’s instruction. For any transfer of personal data outside the EU/EEA/UK, the Service Provider ensures appropriate safeguards (e.g., Standard Contractual Clauses (SCCs), the UK International Data Transfer Agreement (IDTA) or an adequacy decision), as set out in Appendix M3.

8.8. Account and Access Security. The distribution of user permissions, adherence to password rules, and the protection of API keys and admin accesses are the Client's responsibility. The Service Provider is not liable for damages resulting from unauthorised access, unless it is directly attributable to the Service Provider’s proven negligence.

9. Miscellaneous Provisions

9.1. GTC Modification: The Service Provider is entitled to modify the GTC and the price list. Modifications shall be published on the website and notified to existing Clients by email at least 30 days before they take effect; modifications that are exclusively favourable to the Client (e.g., price reductions) or required by law may take effect upon publication. The Client accepts the modification by continuing to use the service after the effective date; if the Client does not accept it, the Client may terminate the contract with effect from the effective date of the modification. Section 4.5 remains unaffected.

9.2. Marketing and Reference: The Service Provider is entitled to use the Client’s name/logo as a reference, unless the Client prohibits this in writing.

9.3. Partial Invalidity: The invalidity of any provision of the GTC shall not affect the remaining provisions.

9.4. Governing Law and Jurisdiction: These GTC shall be governed by the laws of England and Wales. The parties shall primarily settle disputes through consultation; failing this, the courts of England and Wales shall have exclusive jurisdiction.

9.5. Acceptable Use and Suspension. Unlawful content, spamming, attempts at unauthorised access, excessive resource loading (e.g., crypto mining, DDoS), and running malicious code are prohibited. In case of serious or repeated breach, the Service Provider is entitled to immediately suspend the service and notify the Client of the incident.

9.6. Assignment: Assignment of contractual rights is only possible with the prior written consent of the other party.

9.7. Governing Language. These GTC and its appendices are prepared in English. Any foreign language translation is for informational purposes only; in case of discrepancy or dispute over interpretation, the English text shall prevail.

9.8. Jurisdiction (Non-Exclusive) / Arbitration Option. Notwithstanding Section 9.4, the Service Provider is also entitled to approach the court of the Client's registered office (non-exclusive jurisdiction). In the case of high-value disputes, the parties may separately agree in writing on arbitration proceedings (e.g., London Court of International Arbitration (LCIA) / ICC).

9.9. Anti-Corruption and Sanctions Compliance. The parties declare that they comply with the applicable anti-corruption, anti-money laundering, and sanctions (EU/UK/US) regulations. Serious violation is a ground for immediate termination.

9.10. Entire Agreement. These GTC and their appendices, along with any individual agreements, together constitute the parties’ entire agreement and supersede all prior statements, offers, or agreements on the same subject matter.

9.11. Set-off and Withholding. The Client is not entitled to withhold its payment obligations towards the Service Provider and is only entitled to set off with a claim that has been legally established or acknowledged by the Service Provider in writing.

9.12. No Waiver. Failure or delay by either party in exercising any right or remedy under these GTC shall not constitute a waiver of that or any other right or remedy.

9.13. Survival. Provisions which by their nature are intended to survive the termination of the legal relationship (in particular those on fees and payment, liability and indemnity, confidentiality, data processing, intellectual property, data export and deletion, and governing law) shall remain in force after termination.

9.14. Third-Party Rights. A person who is not a party to these GTC has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms.

10. Intellectual Property and Usage Rights

10.1. Basic Rights and Usage Licence. The copyright in the code, documentation, configuration template, procedure description, and know-how (collectively: "Work") created by the Service Provider during hourly work generally belongs to the Service Provider. Upon settlement of the invoice, the Client receives a non-exclusive, non-transferable, time and territorially unlimited usage licence for the internal business use of the Work within its own environment.

10.2. Feedback into eYssen Source Code and Open Source Publication (GNU GPL family). The Client acknowledges that the Service Provider may incorporate generalisable solutions (e.g., bug fixes, modules, tools, code samples) created during tasks into the Service Provider's eYssen codebase and make them publicly available under the open-source GNU licence of the eYssen codebase (GPL family, currently LGPL-3.0), thus making them usable by anyone. The publication does not affect the Client’s business secrets, data, personal data, and specific configuration parameters; confidential information will not be included in the public code. Publication is the general rule; exceptions are governed by Section 10.3.

10.3. Exception – Special Business Logic / Client Ownership (Separate Agreement). If the task involves unique, commercially sensitive logic or a solution that constitutes a competitive advantage for the Client, the parties may agree in a separate written agreement (“Private Development Agreement”) that the ownership of the specific development belongs to the Client, and the code will not be included in the eYssen source code or made public. Such a development may be licensed under any licence agreed in the separate agreement (including a proprietary licence), to the extent compatible with the licences of the open-source components it uses (see point b). In such a case: a) the Service Provider retains all its background IP (general templates, tools, methodology, know-how), only licensing the necessary usage right for these; b) the open-source components used remain usable under their own licences (e.g., LGPL-3.0); the parties may not modify these licence terms; c) the separate agreement shall contain the terms for the transfer, maintenance, and support of the source code (repository access, transfer format, deployment, bug fixing).

10.4. Respect for Third-Party and Open Source Licences. The parties are obliged to comply with all applicable licence terms (especially: LGPL-3.0, and – if relevant – Odoo Enterprise licence). The Client acknowledges that LGPL may in some cases require making the source code of modifications available and preserving the licence/copyright notices; the Client is obliged to fulfil these requirements during its own use.

10.5. Background Rights and Know-How. The Service Provider’s existing components, development frameworks, scripts, and methodology (“Background IP”) remain the property of the Service Provider; the Client only receives a usage right for these to the extent necessary for the performance of the task. The agreement under Section 10.3 does not affect the ownership of the Background IP.

10.6. Trademarks. Odoo is a trademark of Odoo S.A. The Service Provider and eYssen are not affiliated with, endorsed by or sponsored by Odoo S.A.; references to Odoo and Odoo Enterprise serve solely to describe compatibility and functionality.

11. Force Majeure

11.1. Force Majeure. Neither party shall be liable for any delay or failure resulting from an unavoidable, unforeseen external cause (e.g., natural disaster, war, governmental restriction, national network failure). Obligations are suspended during the period of force majeure; if it persists for more than 30 days, either party is entitled to terminate the contract in writing without justification.

12. Notices

12.1. Notices. The primary channel for official communication between the parties is email; the Client shall receive notice at the address provided during the order, and the Service Provider at the address published on the website. An email shall be deemed delivered on the Business Day following its dispatch, unless the sender reliably proves otherwise.

13. Data Export and Offboarding

13.1. Data Export and Deletion. Upon the end of a subscription, the procedure of Section 5.14 applies: the Client receives the latest backup free of charge for download, after which the data and backups are permanently deleted within the periods set out there, unless legal preservation is required. Any further data export, conversion or migration (e.g., to another provider) is an hourly-rate task.

14. Acceptance and Versioning (Click-Wrap)

14.1. GTC Acceptance and Versioning. For online orders, the Client accepts the currently effective GTC by ticking the “I accept the GTC” box; the Service Provider archives the fact of acceptance. For individual orders, the GTC is referenced in the email or order form.

14.2. Effective Date and Version. The effective date of these GTC is 18 October 2026. Version: UK-v1.2.

Appendices

M1. eYssen Cloud Pricing

Starter Package

Detail	Value
Monthly Fee	€6 per user/month
Annual Fee	€5 per user/month
Includes	All functions, Storage = users $\times$ 1 GB, Automatic backup: 7 daily copies
Additional Costs	Manual backup: Unlimited (€0.02 per GB/month)
Limitations	Min 1 user, max 250 users, no custom modules/development, Live instance only
Support	30-day trial for max 5 users, Unlimited bug fixes (core program bugs only, subject to terms in Section 3.2 b)

Professional Package

Detail	Value
Monthly Fee	€19 per user/month
Annual Fee	€16 per user/month
Includes	All functions + Premium Services*, Storage = users $\times$ 2.5 GB, Automatic backup: 7 daily + 4 weekly + 12 monthly
Additional Costs	Manual backup: Unlimited (€0.02 per GB/month); Unlimited staging (test/development) instances: only the server resources are charged, at the eYssen Cloud Fees (see below)
Limitations	Min 5 users, max 1000 users, Custom modules and developments allowed, 1 worker / 20 users
Support	Shell/DB/Web IDE access for development, Unlimited bug fixes (core program bugs only, subject to terms in Section 3.2 b)

Enterprise Package

Detail	Value
Monthly Fee	€5 per user/month
Annual Fee	€4 per user/month
Additional Costs	The server fee is not included. The Client either rents the server (VPS) from the Service Provider at the eYssen Cloud Fees (see below), or operates it itself at a location of its choice (on-premise).
Includes	All functions + Premium Services*, Min 20 users; unlimited workers, staging (test/development) instances and automatic and manual backups within the server resources (manual backups may be retained for any length of time while the subscription is active)
Limitations	Shell and database access, Docker access; Web IDE (browser-based Visual Studio Code) only when hosted on eYssen Cloud. When hosted on eYssen Cloud, the server, storage and backup resources used (including those of staging instances) are charged at the eYssen Cloud Fees (backup storage: €0.02 per GB/month).
Support	Unlimited bug fixes (core program bugs only, subject to terms in Section 3.2 b); development of missing Odoo Enterprise features on request within the subscription fee, with an annual subscription only (Section 2.4)

Additional Options

Category	Details
Limited User (Starter/Professional)	50% discount on user fee. Max 2 applications per user (an application is a module that appears as a separate main menu item, e.g., Timesheets or Time Off); limited users do not increase the included storage or the number of workers, and do not count toward the minimum number of users.
Premium* Services	Supplementary services (not new ERP functions): PDF e-signature (e.g., e-Invoice), online bank sync (currently Hungarian banks; international coming soon), remote printing (5000 pages/month, max 3 clients, unlimited printers).

eYssen Cloud Fees

(For the Enterprise package if the server is rented from the Service Provider; for the Professional package for staging instances.)

Resource	Description	Monthly Fee
1 vCPU	Exceptional performance powered by AmpereOne processors. Experience the same compute performance at up to half the power consumption, significantly reducing operational costs and your carbon footprint.	€23.0 / month
1 GB Memory	Optimized, high-speed memory.	€9.5 / month
​1 GB Disk	Flexible and reliable cluster based storage.	€0.4 / month
1 GB Backup Space	Secure, S3-compatible cloud-based object storage.	€0.02 / month

The package fees and the eYssen Cloud Fees are sized for normal, per-user business use, including the related database (PostgreSQL) load; exceptional loads (e.g., high-traffic websites or webshops, intensive integrations, very large data volumes) are governed by Section 3.11 (Fair Use of Resources).

M2. Work Fees Pricing

Retainer Packages (Prepaid)

Package	Fee	Hours	Payment	Max Reaction Time
Starter	€720	8 hours	Prepaid	5 Business Days
Basic	€2,125	25 hours	Prepaid	4 Business Days
Normal	€4,000	50 hours	Prepaid	3 Business Days
Advanced	€7,500	100 hours	Prepaid	2 Business Days
Professional	€14,000	200 hours	Prepaid	1 Business Day

Ad-Hoc Hourly Rate

Package	Fee	Hours/Details	Payment	Max Reaction Time
Ad-Hoc Rate	€100 per hour	Subsequent payment – invoiced immediately after support	Subsequent	not specified
Initial Inquiry / Free Consultation	€0	Maximum 1 hour of consultation	N/A (Free)	5 Business Days

Special Terms and Surcharges

Feature	Details
Junior Consultant – 30% Discount	For specific tasks (e.g., general setup, basic support), a Junior Consultant may be requested. In this case, 70% of the working time is billed (i.e., a 30% discount). If the Junior Consultant cannot provide an immediate answer, they will investigate and follow up; the additional time spent on this extra work is not charged to the Client’s prepaid time.
Immediate Support (Express) – 50% Surcharge	A 50% surcharge is applied for immediate telephone or online support. Express service is provided exclusively subject to free capacity. It guarantees an out-of-turn start but does not guarantee a resolution deadline or an SLA.

M3. Data Processing Agreement (DPA)

This Data Processing Agreement (“DPA”) applies where the Service Provider processes personal data on behalf of the Client in the course of providing the services, and forms an integral part of the GTC (Section 8.6). The Client is the controller and the Service Provider is the processor within the meaning of the GDPR and the UK GDPR. In the event of a conflict concerning the processing of personal data, this DPA prevails over the other provisions of the GTC.

1. Subject matter, duration, nature and purpose. Hosting, operation, backup and support of the Client’s eYssen/Odoo instance, and the performance of ordered professional services, for the duration of the legal relationship and the deletion periods set out in Sections 5.14 and 13.1. Processing includes storage, hosting, backup, restoration, and access to the extent necessary for support or ordered work.

2. Data subjects and categories of data. The personal data entered into the system by the Client, typically relating to its employees, users, customers, suppliers and contact persons (e.g., identification and contact data, business transaction data, HR data, depending on the modules used). The Client determines which data it stores; special categories of personal data are processed only if the Client chooses to store them, in which case the Client is responsible for the lawfulness of such processing.

3. Instructions. The Service Provider processes personal data only on the Client’s documented instructions, which consist of the GTC, the services ordered and the Client’s support requests, unless otherwise required by law. The Service Provider informs the Client if, in its opinion, an instruction infringes data protection law.

4. Confidentiality. The Service Provider ensures that persons authorised to process personal data are bound by confidentiality.

5. Security. The Service Provider implements appropriate technical and organisational measures (Article 32 GDPR), including in particular: encryption of data in transit (TLS); isolated application containers; access control and the principle of least privilege; network protection (DDoS/WAF); regular backups stored at a separate location; and timely security updates of the infrastructure.

6. Sub-processors. The Client grants a general authorisation for the engagement of sub-processors. The Service Provider imposes on sub-processors data protection obligations equivalent to those of this DPA and remains responsible for them towards the Client. The Service Provider notifies the Client of any intended change of sub-processors by email at least 30 days in advance; the Client may object on reasonable data protection grounds and, if no solution is found, terminate the affected service. Current sub-processors:

Sub-processor	Purpose	Location / transfer safeguard
Oracle Cloud Infrastructure (Oracle Corporation and its affiliates)	Hosting: compute, database, file storage, object storage	OCI region selected by the Client (default: EU/EEA); outside the EU/EEA/UK: SCCs under Oracle’s data processing terms
Cloudflare, Inc.	Content delivery network (CDN), DDoS and WAF protection; network traffic passes through its global network	Global network; SCCs and/or EU–US Data Privacy Framework, as applicable
Backblaze, Inc.	Off-site backup storage	Region disclosed on request; outside the EU/EEA/UK: SCCs and/or EU–US Data Privacy Framework, as applicable
GitHub, Inc. (Microsoft)	Source code repositories of eYssen, custom modules and configurations; no Client business data is stored there	USA; SCCs and/or EU–US Data Privacy Framework, as applicable

7. International transfers. The Service Provider is established in the United Kingdom, for which the European Commission has adopted an adequacy decision. Any other transfer outside the EU/EEA/UK is made on the basis of appropriate safeguards (SCCs, IDTA or an adequacy decision, including the EU–US Data Privacy Framework where applicable).

8. Assistance. Taking into account the nature of the processing, the Service Provider assists the Client in responding to data subject requests and in fulfilling its obligations regarding security, breach notification and data protection impact assessments. Assistance beyond the standard functions of the system is an hourly-rate task.

9. Personal data breach. The Service Provider notifies the Client without undue delay, and in any event within 48 hours after becoming aware of a personal data breach affecting the Client’s data, and provides the information reasonably available to it.

10. Deletion and return. At the end of the services, personal data are returned (by making the latest backup available) and deleted in accordance with Sections 5.14 and 13.1, unless storage is required by law.

11. Audits. The Service Provider makes available the information necessary to demonstrate compliance with Article 28 GDPR. Audits or inspections may be carried out by the Client or an auditor mandated by it, bound by confidentiality, at the Client’s expense, with at least 30 days’ prior notice, at most once a year and without unreasonably disrupting operations. The certifications and audit reports of the sub-processors (e.g., ISO 27001, SOC 2) may be relied upon for the infrastructure layer.

12. Liability. The liability of the parties under this DPA is governed by Chapter 7 of the GTC, to the extent permitted by law.

Validity

UK-v1.0: 1 January 2025 - 4 December 2025
UK-v1.1: 5 December 2025 - 17 October 2026
UK-v1.2: 18 October 2026 -