Terms and Conditions of Use

1. Who provides the Service

iNoddo is a software service operated by DM Software, with address at Calle Nayarit 2901, C.P. 36057, Ciudad de México, México and Federal Taxpayer Registry (RFC) XAXX010101000 (hereinafter, "we" or "us"). You can write to us at [email protected].

iNoddo is a complementary tool for Odoo: it is not affiliated with Odoo S.A. or its subsidiaries, it is not one of their products, and it is neither endorsed nor certified by them. "Odoo" is a trademark of its owner and is used here solely to describe which system iNoddo works with.

2. Acceptance, scope and documents forming the contract

These terms constitute a binding contract between you and us. You accept them by creating an account, connecting an Instance, subscribing to a plan or otherwise using the Service. If you do not agree with them, do not use the Service.

The following form part of this contract and are incorporated into it: the privacy notice; the public plan and pricing pages in force at the time of subscription; and any particular conditions you accept within the application for a specific feature. If these terms and the privacy notice differ on the processing of personal data, the privacy notice prevails; in all other matters, these terms prevail.

If you subscribed to a quoted plan under a proposal or a contract signed by both parties, that document prevails over these terms in whatever it expressly contradicts, and these terms govern everything else.

The Service is aimed at persons acting for business or professional purposes, and is provided and priced on that basis. It is neither designed nor offered for personal, family or household use. If you nonetheless subscribe as a consumer, any rights granted to you by applicable law on a non-waivable basis prevail over what is agreed here to the extent of the conflict.

3. Definitions

• "Service": the iNoddo web platform, its applications, its interfaces and the public pages it allows you to publish.
• "Customer" or "you": the individual or legal entity that subscribes to or uses the Service. In a workspace with several people, the Customer is the Account Owner.
• "Account Owner": the person who creates the workspace, subscribes to the plan and is answerable for it.
• "Member": a person the Account Owner invites into their workspace.
• "Instance": the Customer's Odoo system to which the Service connects.
• "Customer Content": the data residing in the Instance, the data the Customer or its Members enter into the Service, the files they attach, the conversations they hold with the artificial intelligence features, Documents, the videos of Demos they share and the code of the repositories they link to the Developer.
• "Credits": the internal unit used to measure consumption of the artificial intelligence features.
• "Tier": the set of language models used to handle a conversation. The Service offers more than one, with different capabilities and consumption.
• "Agent" or "Analyst": the feature that interprets requests, queries the Instance and proposes change plans.
• "Implementer": the feature that executes the steps of a plan in the Instance after the Customer or a Member approves it; in a phased implementation, those of each phase and its corrections, once the master plan has been approved.
• "Developer": the feature that, at the Customer's request, writes Odoo module code on iNoddo's own branches of a GitHub repository the Customer links, and opens a pull request (PR) for the Customer to review: as a draft or, where the repository does not support drafts, marked «[Borrador]» in its title.
• "Restore point": the record the Service keeps of an execution, which allows an attempt to undo certain steps already executed.
• "Portal": the public page the Customer configures and publishes so that outside persons can submit information that enters their Instance as records. Job sites and equivalent forms are included here.
• "Discovery": the questionnaire the Customer shares by link to document working processes, and the plan resulting from it.
• "Document": the editable document (with its text, tables, charts and images) the Service creates from a conversation or an implementation, for the Customer or its Members to complete, export and, where applicable, share.
• "Demo": the guided presentation of an Instance that the Service prepares and runs from the Tutor section, and the video recorded of it.
• "Preview features": features identified as beta, pilot or preview within the Service or on the public site.

4. Your account

You need an account to use the Service. You undertake to provide accurate information, to keep it up to date and to safeguard your access credentials. You are responsible for all activity occurring under your account, whether or not you authorised it.

Credentials are personal and non-transferable. Do not share them: if several people need access, use the workspace invitations available on the plans that support them.

If you create the account on behalf of a legal entity, you represent that you have sufficient authority to bind it, and these terms bind that entity.

You must be of legal age. The Service is not aimed at minors and must not be provided to them.

If you detect unauthorised access to your account or to your Instance through the Service, notify us immediately at [email protected].

5. Workspaces and teams

On the plans that allow it, the Account Owner may invite Members into their workspace. The Account Owner remains the Customer: they subscribe to the plan, they pay, and they are answerable to us for everything their Members do or fail to do in the workspace.

Within a workspace, Members share the connections to the Instances and the pool of Credits, and their permissions per section are set by the Account Owner. Each Member sees and manages their own work (their conversations, implementations, requests, portals, reports and Documents), except for what is expressly shared with other Members: those who receive a Document can read it, with its earlier versions, and, if the person sharing it allows them, edit it with them, including at the same time; and, if they have been granted the section it comes from and access to all Odoo apps, they also see, read-only and in summary form, the conversation or implementation it came from, including anything added to it later. The Account Owner sees the Credit consumption of the whole workspace, by person and by feature, and can, at any time, revoke any Member's access, withdraw the links and invitations with which a Document has been shared outside the workspace, and view and withdraw the links to the Demo videos its Members share.

By accepting an invitation, the Member accepts these terms and becomes subject to them. It is for the Account Owner to inform their Members of the contents of this clause before inviting them, and in particular that the Account Owner sees their Credit consumption and the links and invitations with which they share Documents outside the workspace (with the Document's title, each invitee's email address and when it was last opened), that whoever receives a Document they share sees the name by which the Account Owner identifies them in the team, and that what they do in the Instances appears under the name of the connection's Odoo user.

If a Member leaves the workspace, they lose access to the workspace's connections and pool of Credits. Their conversations and reports remain in their account and may contain data from your Instance: at your request, we will delete them. The Portals and job sites they published remain live on your Instance until you ask us to take them down or you delete the connection. Their Documents remain in your workspace but, unless they return to it, nobody can open them (not them, not the Members they shared them with, and not you); at your request, we will delete them. The links and invitations with which they shared them outside the workspace stop opening, and do not open again even if they return; they also stop opening while they are suspended or while your plan does not include a team, and in those two cases they open again when they are reactivated or you recover the plan. The Demo videos they shared stop being viewable and are deleted from the Service.

6. Connection to your Instance

The Service works by connecting to your Instance through Odoo's standard programming interface, using the credentials you provide. By connecting it, you authorise us to access it and to operate within it to the extent described in these terms.

You represent that you own the Instance, or that you have express authorisation from its owner to connect it, and that you are entitled to permit the processing of the Customer Content residing in it. You represent the same as regards the GitHub repositories you link to the Developer.

The Service strictly inherits the permissions of the Odoo user you connect with: it cannot read or write anything that user cannot. The choice of that user, and therefore the scope of access, is yours.

You can revoke that access at any time by deleting the connection from the application. When you do, we delete the stored credentials and, irrecoverably, the Restore points and the record of the operations carried out in that Instance, the Portals and job sites that depend on it and its scheduled reports; the conversations in which those plans were prepared, which show the steps and their outcome, are kept with the rest of your conversations. What the Service has already written in your Instance remains there, including published pages and dashboards, which you will have to remove from Odoo. You revoke access to your repositories on GitHub, by uninstalling the iNoddo application or removing repositories from it: deleting the connection, unlinking a repository or closing your account with the Service does not withdraw that access.

We are not responsible for the procurement, condition, configuration, licensing, backups or maintenance of your Instance, nor for the relationship binding you to Odoo S.A., to an Odoo partner or to your hosting provider. The terms of those relationships are outside this contract and you undertake to comply with them when using the Service.

7. Changes to your Instance and responsibility for them

The Implementer proposes a plan setting out the changes it would execute and executes none of them before the plan is approved. In a phased implementation, what is approved is the master plan, and approving it authorises the Service to plan, execute, verify and correct each phase within that plan and its Credit ceiling, and to stop to consult you in the cases described in clause 5 of the privacy notice. Those cases are, at a minimum, those it describes on the date the master plan is approved; reducing them is a material change to these terms. All other steps are executed without further confirmation, including those that install modules or invoice, register payments, post, validate or confirm documents, which Odoo does not allow to be undone and which, depending on your Instance's configuration, may generate tax receipts. Whoever approves a plan, whether you or a Member, authorises those operations, and you assume their effects on your Instance and on your operations, including when they are executed in the background or resumed after an interruption.

Reviewing the plan before approving it is your responsibility. We recommend that you first try the Implementer against a test instance and that you keep current backups of your Instance: we do not perform backups of your Instance.

The Service records each execution as a Restore point and allows an attempt to undo certain steps. That reversal has limits worth knowing before you approve anything: there are operations Odoo does not allow to be undone — invoicing, validating, confirming, posting and, in general, anything that generates documents with accounting or tax effects — and those are final. Nor can the installation of modules or calls to Odoo methods (that is, actions equivalent to clicking one of its buttons or completing one of its wizards) be undone. Reverting also has effects of its own: it deletes the records that were created — or archives them if Odoo does not allow them to be deleted — and restores the previous values even if another person has changed them since. We do not guarantee that reverting will return the Instance to a state identical to the previous one, or that it will be possible where the Instance has changed by other means since the execution.

Accordingly, the Restore point is an aid, not a backup, and it does not replace the backup you must maintain on your own account.

We keep a record of the steps executed and of their outcome, available within the Service to whoever approved the plan.

The actions you carry out from the CRM, Support, Recruitment and Collections applications or from the site builder, and the publication of a dashboard to your Instance, take effect immediately, without a plan or Restore point, and some cannot be undone in Odoo. In addition, every write to your Instance triggers your Instance's own logic (automations, cascading deletions and emails Odoo sends automatically), which depends on your configuration.

The Developer writes code for your Instance on iNoddo's own branches (inoddo/…) of the repository you link and opens a draft pull request (PR); where your repository does not support drafts (for example, a private one on GitHub's free plan), the PR is a regular one with «[Borrador]» in its title and can be merged like any other. It never writes to the branches you declare as production or testing and never merges anything by itself: reviewing the code, testing it and deciding whether it is merged and deployed is your decision and your responsibility. Each commit it pushes (each batch of changes it saves to the repository) may trigger the processes connected to your repository, such as Odoo.sh builds or your continuous integration. If the work stops halfway, the Developer may push what it had prepared, provided it passes the automatic checks, as unfinished progress that goes into the PR if it was already open: a PR containing unfinished progress is not ready to be merged.

Before each commit we apply automatic security rules, but those rules reduce risk: they do not guarantee that the code is correct, complete or secure, and it may contain errors even when it passes them. We recommend that you test it in a test environment before taking it to production.

8. Content generated by artificial intelligence

The Service uses third-party language models to interpret your questions, draft text and propose plans. Their outputs are probabilistic and may contain errors, omissions or incorrect statements, even when they appear precise and are well written.

Generated content does not constitute accounting, tax, legal, financial, medical or any other kind of professional advice. Before making a business decision, sending a communication to a third party or executing a change, you must verify the output. The decisions are yours.

We do not guarantee that two equivalent queries will produce identical results, nor that a result will be exhaustive. The models making up each Tier, and the providers running them, may change without this being considered a modification of the Service.

9. Portals, job sites, public forms, Documents and shared videos

The Service allows you to publish public pages where persons outside your organisation — employees, candidates, customers or suppliers — submit information that enters your Instance as real records.

You decide what each Portal asks for, whom you ask and for what purpose. Towards those persons, you are the controller: we merely provide the tool and process what is submitted on your behalf, on the terms of the privacy notice.

When publishing a Portal or sharing a Discovery you undertake to:

• have a lawful basis for collecting and processing that information;
• make your own privacy notice available to whoever completes it;
• not request sensitive personal data unless you have a lawful basis for it and have obtained any express consent required by law;
• not use them to collect information for purposes other than those you announce;
• handle the requests and rights those persons exercise before you.

So that you can evidence what was received, so that we can diagnose why a record could not be created (it is not retried automatically) and to protect your Portals against abusive submissions, we keep a copy of the text of each submission to a Portal, without the attached files, and the email address of whoever requests access to it; and, for each application to a job site, the name, email address and telephone number of the applicant and a hash of their IP address. Those copies are deleted when the connection to the Instance they depend on is deleted or, if your account is closed, within the periods set by the privacy notice.

You may also share a Document outside your workspace: with a public link, which anyone who has it can open; with a password-protected link; or with people you invite by email, who get in with a code we send them, without creating an account. Whoever receives it can only read it and, unless you disable it, download it as a PDF. They see the Document as it stands at any given time (including any changes made to it later, by you, by the Members editing it with you or by artificial intelligence), the date it was last modified and who is sharing it: if a Member shares it, the name by which you identify them in your team and, failing that, your organisation's name, if you provided one; that name also appears in the email invitation. What you share, with whom and in what way is your decision, and you are answerable for it: before sharing, check that the Document contains no information you may not disclose to those people, such as data from your Instance or about third parties that it took from the conversation it comes from. You can withdraw a link or an invitation whenever you wish, and it stops opening from that moment; the same happens when you delete the Document or when the expiry date you set on a link arrives. For security, a password-protected link or an invitation is blocked for a while after several failed attempts and, after too many, is closed permanently and we notify whoever created it, who can create new ones. We cannot withdraw what someone has already read, copied or downloaded, nor prevent whoever has a link or a password from passing it on. To grant and withdraw that access and to protect it against abusive attempts, we keep each invitee's email address and a log of accesses, on the terms of the privacy notice.

You may also share, with a public link, the video you record of a Demo. The video is recorded on your computer and does not leave it unless you decide to share it: when you do, we upload it to the Service together with its subtitles and chapters and keep it until you stop sharing it. Anyone who has the link can watch it without creating an account, together with the name of whoever is sharing it: if a Member shares it, the name by which you identify them in your team and, failing that, your organisation's name, if you provided one. The video shows what was on the screen of your Instance during the Demo, which may include data about your customers, employees or suppliers, prices and amounts and, if that Instance is a copy of the one you use every day, real data. What you share and with whom is your decision, and you are answerable for it: review the video before sharing it. You can stop sharing it whenever you wish: from that moment the link stops opening and we delete the video from the Service; the copy on your computer is not affected. We cannot withdraw what someone has already watched, downloaded or recorded, nor prevent whoever has the link from passing it on. We count how many times it is played in order to show you, without keeping any data about who watches it.

We may take down a Portal, disable the links and invitations of a Document or stop sharing a Demo video, with notice where reasonable, if its content breaches the law or these terms, if we receive a well-founded complaint about it, or if its operation or the use being made of a link puts the Service at risk.

10. Communications the Service sends on your behalf

Some features send emails to third parties on your behalf. The following are sent from our sender address: scheduled reports, to the addresses you specify; the emails you send from Panels; access links to Portals; the invitations, reminders, closing requests and PDF plan of a Discovery; invitations to read a Document and the access codes we send to the people you invite; and invitations to your workspace. The following are sent from your Instance, through your mail server: the messages you post on a record from Collections, CRM, Support and Recruitment, which Odoo sends to the contact and to the record's followers; the notice to whoever you assign a ticket or an activity to; and invitations to meetings and interviews.

You represent that you are entitled to contact those recipients and that the content you send is lawful, truthful and not misleading. You are solely responsible for those communications towards the recipient and towards any authority.

You undertake not to use the Service for unsolicited bulk mailings, to respect Mexico's Public Registry to Avoid Advertising (REPEP) and the equivalent rules of the recipient's country, and to honour unsubscribe requests without delay.

We may limit, suspend or block delivery if we detect abuse, if bounce or complaint rates compromise sending reputation, or if our email provider requires it.

11. Conversation mode

Conversation mode captures audio from your microphone, transcribes it, and synthesises the reply as speech through an external provider. It is activated only when you start it.

If other people are present or taking part while you use it, it is your responsibility to inform them and obtain their consent before activating it. Do not use Conversation mode to capture third parties' voices without their knowledge.

Consumption in this mode is measured in Credits and may be subject to its own quota depending on your plan.

The processing of voice is described in the privacy notice.

12. Files you attach

On the Tiers that allow it, you may attach files to a conversation. Those files are hosted on the model provider's infrastructure, not on ours, and are processed in accordance with the privacy notice.

You represent that you hold the rights necessary to upload them and to permit their processing. Do not upload information you cannot share with a third party, or sensitive personal data.

We may set limits on size, format and number of files, and delete those that exceed those limits, those left unused for a prolonged period, or those that breach these terms.

You may also upload images to a Document, whatever the Tier. Those we do host: we store them converted to a web format and stripped of their metadata for as long as the Document exists, and anyone who can read it sees those it contains, including outside your workspace if you share it. What this clause says about the rights you represent and about limits applies to them.

13. Acceptable use

In using the Service you undertake not to:

• connect instances over which you hold no rights or authorisation;
• use the Service to process personal data without the corresponding lawful basis, or to enter third parties' sensitive personal data;
• attempt to access other customers' accounts, data or instances, or probe, scan or test the security of the Service without our prior written authorisation;
• reverse engineer the Service, or extract or attempt to extract its models, its internal prompts, its code or its operating logic;
• use the Service, or the outputs it produces, to develop a competing product or service, or to train your own or third-party models;
• publish benchmarks or performance measurements of the Service without our prior written consent;
• resell, sublicense or provide the Service to third parties as if it were your own, save by written agreement;
• use the Service for unlawful or deceptive activities or activities that infringe third-party rights, or to generate content that impersonates a person or organisation;
• introduce malicious code or attempt to interfere with the integrity or performance of the Service;
• generate disproportionate automated load, circumvent consumption limits, or open repeated accounts to obtain the Credits of a free plan or a promotion on a recurring basis;
• share Documents or Demo videos outside your workspace to distribute unlawful, deceptive or unrelated content, or present them as if they came from iNoddo.

14. Limits, quotas and fair use

We may set and adjust technical limits on the Service: requests per unit of time, size of queries and files, concurrent operations, number of connections, Members, Portals and Discoveries, and of links and invitations with which Documents are shared, including the invitations that may be sent each day, and of the videos that are shared, including their size and length. The limits in force for each plan are published on the site or shown within the application.

Plans are sized for use proper to a single organisation. If your consumption is disproportionate to your plan or compromises the stability of the Service for others, we will let you know and may agree a suitable plan with you, apply limits or, failing agreement, restrict the affected features.

15. Plans, Credits and payments

Plans and their prices are those published on the site at the time of subscription. Prices are expressed in US dollars and may be charged in Mexican pesos depending on the option you choose.

Displayed prices are final and INCLUDE value added tax where applicable: what you see on the payment screen is what you are charged. If a different indirect tax applies because of your tax domicile, or if your jurisdiction requires it to be added separately, it will be calculated and shown before you confirm payment. Any withholding or tax imposed by the law of your country on the payment is for your account and does not reduce the amount due to us.

We issue a tax receipt on request, with the tax details you provide and within the period permitted by legislation. Incorrect details you give us, and the consequences of requesting a receipt out of time, are for your account.

Subscriptions renew automatically for equal periods unless you cancel before the next charge. Payments are processed through an external provider; we do not store your card details, and their processing is additionally governed by that provider's terms.

As to Credits:

• they are an internal unit for measuring consumption; they are not money or a payment instrument, they have no monetary value outside the Service, they do not bear interest and they are not transferable between accounts;
• those included in a plan renew each period and do not roll over from one period to the next;
• those purchased separately have the validity period stated at the time of purchase and are neither refundable nor exchangeable for money, unless applicable law provides otherwise;
• consumption is calculated in accordance with our records, which constitute the reference between the parties save for manifest error that you can evidence;
• the cost in Credits of the same action may vary with the Tier, the model, the size of the context and the length of the reply. We may adjust the consumption table; if the adjustment significantly prejudices you, we will give you at least thirty (30) calendar days' notice.

The free plan is offered at no cost and with reduced limits. We may modify, limit or withdraw it on thirty (30) calendar days' prior notice, without this giving rise to any right to compensation.

Plans subject to a quote are governed by the price and conditions of the document signed by both parties.

We may change prices on at least thirty (30) calendar days' prior notice, applicable to the next renewal period; if you do not agree, you may cancel before it takes effect.

Non-payment entitles us to suspend access to paid features. We restore access once the outstanding amount is settled.

If you detect an incorrect charge, notify us within sixty (60) calendar days of the date of the charge and we will review it; where the claim is upheld, we will refund or credit the difference. Initiating a chargeback with your bank without having notified us first entitles us to suspend access until the matter is resolved.

16. Preview features

Preview features are identified as such within the Service or on the public site. They are offered as is, so that you can try them and give us your feedback.

They may change, fail, produce incorrect results or be withdrawn at any time and without notice. They are excluded from any availability or support commitment, and their use is at your own risk. Do not use them in critical business processes.

17. Intellectual property

The Service, its software, its design, its documentation and its trademarks are the property of DM Software or of its licensors. These terms transfer no right over them to you beyond the limited, revocable, non-exclusive and non-transferable licence of use granted here, and only while the contract is in force.

Customer Content remains yours. You grant us a limited, non-exclusive, worldwide licence to host, process, transmit and display it solely to the extent necessary to provide the Service to you, including its transfer to the processors described in the privacy notice. That licence ends when the content is deleted.

To the extent the law recognises rights over the content the Service generates from your instructions, we assign to you any such rights that might accrue to us, so that you may use it without restriction. We do not guarantee its originality or its exclusivity: other people may receive identical or similar results from similar instructions.

We do not train artificial intelligence models on Customer Content, nor do we make it available to our providers for that purpose, and we have configured our providers accordingly.

Using data about use of the Service (which features are used, how long they take, how many Credits they consume and whether they fail), and never the content of your conversations or the data in your Instance, we may produce aggregated and de-identified statistics that do not identify you, your Members or the persons whose data you process, on the terms and with the right to object described in the privacy notice.

If you send us comments, suggestions or improvement ideas, we may freely use and incorporate them into the Service, without consideration, without any obligation of confidentiality and without this granting you any right over the result.

18. Confidentiality

Each party undertakes to keep confidential the other's non-public information to which it gains access in connection with the Service, to protect it with the same care it applies to its own — and never with less than reasonable care — and not to use it for purposes other than performing this contract.

Information is not confidential where it is or becomes public through no fault of the receiving party, was already lawfully known before being received, is obtained from a third party without a duty of confidence, or was independently developed. Nor is there a breach where disclosure is made pursuant to a well-founded requirement of a competent authority, provided that — where the law permits — the other party is notified beforehand so that it may protect its interest. Nor do we breach this obligation by showing a Document or a Demo video to whoever has the link, the password or the invitation with which it was shared: what is shared in this way leaves your workspace by your decision or that of your Members.

This obligation survives for two (2) years after termination, and without time limit as regards information constituting a trade secret for as long as it retains that character.

19. Personal data protection

The processing of personal data is governed by the privacy notice, which forms part of these terms and which you may consult at any time on the site.

As regards personal data of third parties residing in your Instance or included by you or your Members in conversations and Documents, entering through a Portal, collected in a Discovery, recorded when a Document is shared outside your workspace or appearing in a Demo video you share, you are the data controller and we act as processor, on your behalf and in accordance with your instructions.

To provide the Service we rely on the processors and sub-processors listed in the privacy notice. We will publish the current list there and give you reasonable prior notice of additions; if one is unacceptable to you on justified grounds and we cannot offer you an alternative, you may terminate the affected plan without penalty and with a pro rata refund of the unused period.

If your organisation needs a data processing agreement with specific content, write to us at [email protected] and we will enter into one.

20. Availability and support

We work to keep the Service available, but we do not offer a guaranteed service level unless agreed in writing. We may carry out maintenance, updates or changes that temporarily interrupt access; where these are scheduled and foreseeably noticeable, we will endeavour to give advance notice.

The Service depends on the availability of your Instance and of external providers, including those for hosting, language models, voice, email and payments. Interruptions originating with them are outside our control.

Support is provided through the channels indicated within the application and at [email protected], on business days and during business hours, with no guaranteed response times unless agreed in writing.

21. Suspension and termination

You may stop using the Service and cancel your subscription whenever you wish from within the application. Cancellation takes effect at the end of the paid period and does not give rise to a refund of the current period.

We may suspend or terminate your access, immediately and with notice, if you breach these terms, if your use puts the Service or third parties at risk, if there is an overdue amount, or if a competent authority so requires. Where the nature of the breach allows, we will give you a reasonable period to cure it before suspending.

If you keep a free account with no activity for twelve (12) months, we may close it on thirty (30) calendar days' prior notice to your registered email address.

After termination, you will have thirty (30) calendar days to export your information; once that period has elapsed we may delete it in accordance with the retention criteria of the privacy notice. Termination does not affect amounts accrued before it takes effect.

Clauses that by their nature must survive termination do so, in particular those on intellectual property, confidentiality, absence of warranties, limitation of liability, indemnity, governing law and jurisdiction.

22. Absence of warranties

The Service is provided "as is" and "as available". To the extent permitted by applicable law, we give no warranties of any kind, express or implied, including those of merchantability, fitness for a particular purpose, accuracy of results, non-infringement, or absence of interruptions or errors.

In particular, we do not warrant that results generated by artificial intelligence are correct, complete or suitable for a specific purpose, nor that the Service is compatible with any version, module, customisation or configuration of Odoo, nor that it will remain so after an update of your Instance.

23. Limitation of liability

To the extent permitted by applicable law, our total aggregate liability arising out of or in connection with the Service shall not exceed the amount you have actually paid for the Service during the twelve (12) months preceding the event giving rise to it.

We shall not be liable for indirect, incidental, special, punitive or consequential damages, nor for loss of profit, loss of revenue, loss of opportunity, loss of goodwill, reputational harm, or the loss, alteration or corruption of data, including that of your Instance.

In particular, and without the following list limiting the foregoing, we are not liable for: the effects of the changes you approve and the Implementer executes in your Instance, including the phases and corrections of a phased implementation; those of the actions you carry out from the applications of the Service; the code the Developer writes and that you or your Members merge or deploy, or the processes your systems run on receiving its commits; the effects your Instance produces through its own configuration on receiving an operation, including the emails it sends; the decisions you take on the basis of content generated by artificial intelligence without verifying it; the content, configuration and use you give to Portals, to reports, to the Documents and videos you share and to the communications you send on your own behalf, and what those who receive a Document or a video do with it; the unavailability or malfunction of your Instance or of external providers; or the use of the Service by your Members.

To the extent permitted by applicable law, any claim arising out of this contract must be brought within one year of the date on which the event giving rise to it was known or ought to have been known.

These limitations do not apply to wilful misconduct, to damages that applicable law does not permit to be limited, or to liability for harm to life or personal integrity.

24. Indemnity

You undertake to hold us harmless and to indemnify us against third-party claims — including reasonable defence costs and fees — arising out of: Customer Content; the connection of instances or the linking of repositories without sufficient authorisation; the processing of personal data without a lawful basis; information collected through your Portals and Discoveries; the Documents and Demo videos you or your Members share, and with whom; communications sent on your behalf; the changes you approve in your Instance and the code you merge or deploy; and use of the Service contrary to these terms or to the law.

For this obligation to be enforceable, we will notify you of the claim without undue delay, give you the opportunity to conduct its defence with counsel of your choosing, and cooperate reasonably with you. We will not settle the claim without your consent, which you may not unreasonably withhold; nor may you settle it on terms that impose obligations on us or admit fault without our prior written consent.

25. Force majeure

Neither party shall be liable for non-performance resulting from events beyond its reasonable control, including failures of infrastructure, language model, voice, email or connectivity providers, cyberattacks, acts of authority, regulatory changes preventing provision, natural disasters, epidemics or third-party labour disputes.

The affected party will notify the other as soon as it is able. If the cause persists for more than thirty (30) calendar days, either party may terminate the contract without liability, with a pro rata refund of the unused period.

26. Changes to these terms and to the Service

We may modify these terms. If the change is material, we will notify you by email or within the application at least fifteen (15) calendar days in advance. Continuing to use the Service after the effective date constitutes acceptance; if you do not agree, you may cancel before that date, in which case the previous version will continue to apply to you until the end of the paid period.

We may add, modify or withdraw features. If we withdraw a feature essential to your plan without an equivalent replacement, you may cancel and request a pro rata refund of the unused period.

27. Assignment

You may not assign your rights or obligations without our prior written consent. We may assign them in the context of a merger, acquisition, restructuring or transfer of assets, informing you of it; the assignee will be bound by these same terms.

28. Notices

Notices we address to you will be sent to the email address registered in your account or given within the application, and will be deemed received on the business day following their dispatch or publication. Keeping that address current and monitored is your responsibility.

Notices you address to us will be sent to [email protected]. For acts that by their nature require an address, ours is the one stated in clause 1.

29. Language

These terms were originally drafted in Spanish. This English version is a courtesy translation provided to aid understanding. In the event of any discrepancy or doubt as to interpretation, the Spanish version prevails.

The contractual relationship and communications between the parties will be conducted in Spanish, unless we agree otherwise.

30. General provisions

These terms, together with the documents incorporated by clause 2, constitute the entire agreement between the parties on their subject matter and supersede any prior understanding, whether oral or written.

Forbearance or delay in exercising a right does not imply a waiver of it, nor does it prevent its later exercise.

If any provision is held invalid or unenforceable, it will be replaced by the valid provision that most closely approximates its purpose, and the remainder will continue in full force.

The parties are independent. Nothing in these terms creates a partnership, association, employment relationship, franchise or agency between them, and neither may bind the other towards third parties.

Except as provided for our licensors, these terms create no rights in favour of third parties.

Headings are for reference only and do not affect interpretation.

31. Governing law and dispute resolution

These terms are governed by the laws of the United Mexican States.

Before resorting to the courts, the parties will seek in good faith to resolve any dispute through direct negotiation during the thirty (30) calendar days following written notice of the claim. This requirement does not prevent applying for urgent interim relief.

Once that period has elapsed without agreement, the parties submit to the competent courts of Mexico City, Mexico, waiving any other jurisdiction that might correspond to them by reason of their present or future domicile.

32. Contact

For any matter relating to these terms: [email protected].