Terms of Service

1.1These Terms of Service (the “Terms”) form a legally binding contract between you and Odutech Solutions, a business registered in the Republic of Kenya and operating the OdooGrid platform (“OdooGrid”, “we”, “us” or “our”).

1.2You accept these Terms and our Privacy Policy by ticking the box labelled “I have read and agree to the Terms of Service and Privacy Policy” when you create an account, or by using the Services. Under the Kenya Information and Communications Act (Cap. 411A) and the Law of Contract Act (Cap. 23), that electronic acceptance has the same effect as a signed written agreement. We keep a record of the date, time, version and IP address of your acceptance.

1.3If you accept on behalf of a company, partnership, NGO, institution or other organisation, you confirm that you are authorised to bind it, and “you” means both you and that organisation.

1.4If you do not agree with these Terms, do not create an account or use the Services.

• Account: the client account you create on OdooGrid, including every user you invite to it.
• Services: managed Odoo hosting, server provisioning, domains, DNS, HTTPS certificates, backups, the client portal, wallet, live chat support and any related feature we provide.
• Instance: an Odoo deployment, and the server it runs on, that we provision for you.
• Customer Data: all data, files, records and content that you or your users put into an Instance or upload to the Services.
• Plan: the subscription package, server size and billing cycle you choose.
• Wallet and Tokens: the promotional credit balance in your Account, including signup bonuses, affiliate rewards and admin grants, as described in section 9.
• Billing Currency: the currency you choose for invoices and your Wallet balance.
• Affiliate: a person or business admitted to the OdooGrid affiliate programme.
• Applicable Law: the Constitution of Kenya, 2010 and every Act of Parliament, regulation and lawful directive in force in Kenya that applies to you or to us.

3.1You must be at least 18 years old and have full legal capacity to enter into a contract. The Services are not directed at children within the meaning of the Children Act, 2022.

3.2You must give accurate, current and complete information when you sign up, including your full name, a working email address, your phone number and your organisation’s name, and keep it up to date. We may ask you to verify your identity or your organisation, for example by asking for a KRA PIN or business registration certificate, before we provide or continue a Service.

3.3Your account is activated only after you confirm your email address using the link we send you. Each person who uses the portal must have their own login. Logins may not be shared.

3.4You may sign up or sign in with a third-party provider such as Google, Apple, Facebook or Instagram. That provider’s own terms apply to your account with it, and we only receive the information described in our Privacy Policy.

4.1You are responsible for keeping your password, two-factor authentication device, recovery codes and Instance administrator credentials confidential, and for everything that happens under your Account.

4.2We strongly recommend that you turn on two-factor authentication. For your protection, portal sessions lock automatically after a short period of inactivity.

4.3Tell us immediately at notifications@odutechsolutions.net if you suspect that your Account or any Instance has been accessed without authorisation. We may suspend access, reset credentials or take other reasonable steps to protect you, other clients and the platform.

5.1OdooGrid provisions and manages servers running the Odoo business software for you. This includes installation, HTTPS, domain connection, monitoring, updates to the hosting environment and scheduled backups, as described on our pricing and features pages at the time you order.

5.2Servers run on infrastructure from third-party cloud providers in the region you choose or that we assign. Their availability, data centre locations and technical limits affect the Services.

5.3Odoo licensing. Odoo is a trademark of Odoo S.A. OdooGrid is an independent hosting service and is not affiliated with, endorsed by or sponsored by Odoo S.A. Odoo Community edition is distributed under the GNU LGPL v3 licence. If you use Odoo Enterprise or paid apps, you must hold a valid subscription from Odoo S.A. or an authorised partner. You are responsible for complying with those licence terms.

5.4You are responsible for how you configure and use Odoo inside your Instance, including its accounting, payroll, tax, inventory and other business outputs. We do not give accounting, tax or legal advice.

5.5We may add, change or remove features. If a change materially reduces a paid Service you are using, we will give you at least 30 days’ notice. If you are unhappy with the change, you may cancel and receive a pro-rated refund of fees you have prepaid for the remaining period.

6.1Prices are shown in the portal and on our pricing page. Your Plan is billed in advance for the cycle you choose (for example 1, 3, 6 or 12 months). Your first invoice is issued when you order an Instance. Renewal invoices are issued before each cycle ends.

6.2Billing Currency. You choose your Billing Currency from the currencies we support. Once set, it is locked for your Account so that your invoices and Wallet stay consistent. Where a price is set in another currency, we convert it using the exchange rate recorded on our platform on the day the invoice or conversion is made. Your bank or mobile money provider may charge its own conversion fees.

6.3Taxes. Unless stated otherwise, prices exclude Value Added Tax under the Value Added Tax Act, 2013 and any other applicable tax, levy or duty. Where we are required to charge VAT, we will add it at the prevailing rate and issue tax invoices in the form the Kenya Revenue Authority requires, including through the electronic Tax Invoice Management System (eTIMS) where applicable. If you are required by law to withhold tax from a payment to us, you must give us the withholding certificate promptly.

6.4We may change our prices. Any change applies from your next billing cycle, and we will give you at least 30 days’ notice by email or in the portal. Server costs from our infrastructure providers, domain registry fees and statutory charges may pass through at cost when they change. We will tell you when this happens.

6.5If you dispute an invoice, tell us in writing within 14 days of receiving it and pay any part that is not in dispute. We will both act in good faith to resolve the dispute under section 29.

7.1You can pay through the methods enabled in the portal at the time of payment. These may include M-Pesa, Airtel Money, bank payment through our banking partner, and your Wallet balance. Payments are processed by licensed payment service providers and banks regulated under the National Payment System Act, 2011 and the Banking Act (Cap. 488). Their terms also apply to your payment. We do not collect or store card details.

7.2If you save a payment method and turn on automatic charging, you authorise us to start a payment request, for example an M-Pesa STK push, for each invoice when it is due. You can turn this off in the portal at any time.

7.3A payment counts as received only when the payment provider confirms it to us. We verify payment confirmations and block confirmations we cannot authenticate. Sending false payment confirmations or tampering with payment requests is an offence under the Computer Misuse and Cybercrimes Act, 2018, and we will report it.

7.4You must not reverse or charge back a payment for Services you received. If you do, we may suspend your Account until the amount is settled, and you must reimburse any fees the reversal costs us.

8.1If an invoice is not paid by its due date, we will remind you by email and in the portal. After the grace period shown on the invoice or in the portal, we may suspend the affected Instances. While suspended, an Instance stops serving traffic, but your data is kept.

8.2If the invoice is still unpaid at the end of the suspension period shown in the portal, we may permanently destroy the Instance’s server and its Customer Data so that we stop paying for unused infrastructure. We will warn you by email before we do this. Destroyed data cannot be recovered. Export your data before that date if you do not intend to pay.

8.3An administrator may extend a grace or suspension period at our discretion. An extension does not waive the amount owed.

9.1Your Wallet holds promotional credit (“Tokens”). Tokens can come from:

• a signup bonus when you register using a valid affiliation or referral link and then verify your email address;
• affiliate badge rewards, when that feature is enabled;
• credits we grant at our discretion, for example as a goodwill gesture; and
• top-ups, where we offer them.

9.2Tokens are a discount mechanism for paying OdooGrid invoices only. They are not money, electronic money, a deposit, stored value or a payment instrument within the meaning of the National Payment System Act, 2011. Except for top-ups you paid for and where the law requires otherwise, Tokens cannot be withdrawn, redeemed for cash, transferred to another account or sold.

9.3The signup bonus is set by us in our platform’s default currency. It is credited once per organisation, only after the account owner verifies their email address. It is converted into your Billing Currency at the exchange rate on the day it is credited.

9.4When you set or change your Billing Currency, your entire Wallet balance is converted into the new currency at the exchange rate recorded on our platform that day. Your Wallet history shows the conversion. If no exchange rate is available, the change will not go ahead until one is.

9.5Wallet balances from top-ups and credited Tokens do not expire. We may reverse Tokens obtained through error, self-referral, fake or duplicate accounts, or any other abuse, and we may close accounts used for that purpose. Client Wallet balances cannot be withdrawn as cash; affiliate Wallet balances may be withdrawn under the affiliate program rules.

10.1You can cancel an Instance or close your Account from the portal, or by writing to notifications@odutechsolutions.net. Unless you ask for immediate deletion, a cancelled Instance keeps running until the end of the period you have paid for and is then removed.

10.2Fees for a billing period that has already started are not refundable, except where:

• we fail to provide the Services materially as described and do not fix the failure within a reasonable time after you tell us;
• we materially reduce a paid Service under clause 5.5;
• we terminate your Account for convenience under clause 25.3; or
• a refund is otherwise required by the Consumer Protection Act, 2012 or other Applicable Law.

10.3Approved refunds go back to the original payment method where possible, less any non-recoverable third-party charges such as registered domain fees. Otherwise they are made to an M-Pesa number or bank account in your name. We aim to process refunds within 14 days of approval.

10.4Nothing in these Terms limits any right you have as a consumer under the Consumer Protection Act, 2012 or Article 46 of the Constitution of Kenya that cannot lawfully be excluded.

11.1When you buy or renew a domain through OdooGrid, we register it on your behalf through an accredited registrar. You are the registrant. Your registration is also subject to the policies of the relevant registry, for example the Kenya Network Information Centre (KeNIC) for .ke domains or ICANN for generic domains, including their dispute resolution policies.

11.2You must give accurate registrant contact details. Registries may require these to be published or disclosed as their rules require. You must not register a name that infringes another person’s trademark or rights.

11.3Domain fees are non-refundable once the registry has accepted the registration. If a domain is not renewed before it expires, it may be lost and may be impossible to recover.

11.4If you connect a domain you registered elsewhere, you remain responsible for it at your registrar, and for keeping the DNS records we ask you to set.

12.1You own your Customer Data. You give us a limited, non-exclusive licence to host, copy, back up, transmit and display it only as needed to provide, secure and support the Services and to comply with Applicable Law.

12.2For personal data inside your Instances, for example your employees’, customers’ or suppliers’ data, you are the data controller and we act as your data processor under the Data Protection Act, 2019. Our commitments as processor are set out in our Privacy Policy. You are responsible for having a lawful basis to collect that data, for giving the required notices to the people concerned, and for responding to their requests. We will help you with those requests where we reasonably can.

12.3We do not access the contents of your Instances, except to provide support you ask for, to keep the platform secure and running, or where Applicable Law or a lawful order of a Kenyan court or authority requires it.

12.4You can export your database and files at any time while your Account is active. After termination, we keep Customer Data only for the period stated in section 8 or our Privacy Policy. After that it is deleted.

13.1Where your Plan includes backups, we take them on the schedule described for that Plan and keep them for the stated retention period. Backups are a safety measure, not a guarantee. We will make reasonable efforts to restore from the latest good backup when you ask us to.

13.2You remain responsible for keeping your own independent copies of business-critical data, especially before upgrades, module installations or bulk changes you make yourself.

You must not use the Services, or allow anyone else to use them, to:

• break any Applicable Law, including the Computer Misuse and Cybercrimes Act, 2018, the Data Protection Act, 2019, the Copyright Act, 2001, the Proceeds of Crime and Anti-Money Laundering Act, 2009 and the National Cohesion and Integration Act, 2008;
• store or distribute child sexual abuse material, content inciting violence or hate speech, or material that is defamatory, obscene or infringes anyone’s intellectual property or privacy;
• send unsolicited bulk messages (spam), run phishing pages or conduct fraud of any kind;
• run gambling, betting or lottery services without a licence from the Betting Control and Licensing Board, or any other activity that requires a licence you do not hold;
• host malware, botnets or command-and-control servers, or mine cryptocurrency;
• scan, probe, attack or gain unauthorised access to any system, including ours, other clients’ Instances or third-party networks;
• bypass resource limits, licence restrictions or security controls, or resell the Services without our written consent; or
• use resources in a way that degrades the platform for other clients.

We may investigate suspected breaches. If needed to stop harm, we may suspend the affected Instance or Account immediately, and we will tell you why. Where the law requires it, we will report unlawful activity to the National Computer and Cybercrimes Co-ordination Committee, the National Police Service or another competent authority, and cooperate with them.

15.1We use the technical and organisational measures described in our Privacy Policy, including encryption in transit, encrypted storage of saved payment details, access controls, activity logs and automatic blocking of suspicious requests.

15.2Security depends on both of us. You are responsible for securing your Odoo users, passwords, custom modules and integrations you install, and for applying the Odoo updates we make available.

15.3If you discover a vulnerability in OdooGrid, please report it privately to notifications@odutechsolutions.net. Do not exploit it or disclose it publicly. We will not take action against good-faith reports that respect these rules.

16.1We aim to keep the Services available around the clock, but we do not guarantee uninterrupted or error-free operation unless we have agreed a written service-level agreement with you.

16.2We carry out planned maintenance, which we try to schedule outside Kenyan business hours. We will notify you in advance of maintenance that is likely to cause noticeable downtime. Emergency maintenance may happen without notice where it is needed for security or stability.

16.3Interruptions caused by our infrastructure, network, payment or domain providers, or by events under section 26, are outside our control. We will work with those providers to restore the Services as quickly as we can.

Support is available through live chat in the portal, by email at notifications@odutechsolutions.net, and by phone or WhatsApp on +254 754 625 698. Support covers the hosting environment, deployments, domains, backups and billing. Functional Odoo consulting, custom development and data migration can be quoted separately.

18.1Affiliates earn commission and other rewards when clients they refer sign up and pay, at the rates published in the affiliate portal. Rates may depend on transaction amount and may change in future. Changes apply to transactions made after the change.

18.2Affiliates are placed into badge categories automatically based on the published formula (signups and conversions through their link). Where enabled, they may receive Tokens when they reach a higher category. Badges and Tokens are discretionary rewards and do not create employment, agency or partnership.

18.3Self-referrals, fake or incentivised signups, misleading advertising, spam, and bidding on our brand name in paid search are prohibited. We may withhold or reverse commission, badges and Tokens connected with any of these.

18.4Affiliates are responsible for their own taxes. We may deduct withholding tax from payouts where the Income Tax Act (Cap. 470) requires it, and will issue the relevant certificate.

19.1OdooGrid, the OdooGrid name and logo, the portal, our software, documentation and site content belong to Odutech Solutions or its licensors. They are protected by the Copyright Act, 2001, the Trade Marks Act (Cap. 506) and other laws. These Terms do not give you any rights in them, apart from the right to use the Services while your Account is in good standing.

19.2Odoo and its logo are trademarks of Odoo S.A. Other names and marks belong to their respective owners.

19.3If you send us suggestions or feedback, we may use them freely and without obligation to you.

The Services depend on, and link to, third-party services such as cloud infrastructure, payment providers, domain registries, email delivery, social sign-in and Odoo apps. We choose reputable providers and require them to protect your data appropriately, but we are not responsible for their own acts, omissions or terms. Using a third-party Odoo module or integration is at your own risk.

Each of us will keep confidential any non-public information the other shares in connection with the Services, and will use it only to perform these Terms. This does not apply to information that is or becomes public through no fault of the recipient, that the recipient already lawfully held, or that must be disclosed by law or by order of a court or regulator. In that case, where lawful, the recipient will give the other party prompt notice.

22.1We will provide the Services with reasonable skill and care, in line with good industry practice.

22.2Except as stated in these Terms and to the extent permitted by Applicable Law, the Services are provided “as is” and “as available”. We exclude all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Odoo itself is third-party software, and we do not warrant its functionality.

22.3Nothing in this section excludes any warranty or right given to consumers by the Consumer Protection Act, 2012 that cannot be excluded.

23.1To the extent permitted by Applicable Law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, business, goodwill or anticipated savings, however it arises.

23.2Our total liability arising out of or in connection with these Terms in any 12-month period is limited to the fees you actually paid us for the affected Services in the 12 months before the event giving rise to the claim.

23.3Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability that cannot be limited or excluded under the laws of Kenya.

You will indemnify and hold harmless Odutech Solutions and its directors, employees and agents against third-party claims, regulatory penalties, losses and reasonable legal costs arising from your Customer Data, your breach of these Terms or Applicable Law, or your infringement of anyone’s rights. We will notify you promptly of any such claim and let you control its defence, as long as you do not settle it in a way that imposes obligations on us without our consent.

25.1You may terminate these Terms at any time by closing your Account. Section 10 applies to fees.

25.2We may suspend or terminate your Account, or any Instance, with notice and immediate effect if you materially breach these Terms and do not fix the breach within 7 days of our notice. Where the breach is serious, unlawful or puts others at risk, we may act without waiting. Section 8 applies to non-payment.

25.3We may also terminate the Services for convenience on 60 days’ notice. In that case we will refund any prepaid fees for the period after termination.

25.4On termination, your right to use the Services ends. Clauses that by their nature should survive termination continue to apply, including those on fees owed, data, confidentiality, liability, indemnity and disputes.

Neither party is liable for a delay or failure caused by events beyond its reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, government action, nationwide internet or power outages, failure of undersea cables, and strikes or failures at a cloud, network or payment provider. The affected party must notify the other promptly and take reasonable steps to limit the impact. If such an event continues for more than 30 days, either party may terminate the affected Service by written notice.

We may update these Terms from time to time. The date at the top of this page shows when they last changed. We will give you at least 30 days’ notice of material changes by email or in the portal, and we may ask you to accept the updated Terms. If you do not agree to a change, you may close your Account before it takes effect and receive a pro-rated refund of prepaid fees. If you continue to use the Services after that date, you accept the updated Terms.

You agree to receive notices, invoices and other communications electronically: by email to your Account address, in the portal, through live chat, or by SMS or WhatsApp. Electronic notices satisfy any legal requirement for written notice under the Kenya Information and Communications Act (Cap. 411A). An email notice is treated as received 24 hours after it is sent, unless we receive a delivery failure. Notices to us must be sent to notifications@odutechsolutions.net.

29.1These Terms, and any dispute or claim arising from them or from the Services, are governed by the laws of the Republic of Kenya.

29.2Negotiation. If a dispute arises, either party may give written notice of it. Senior representatives of both parties will try in good faith to resolve it within 30 days of that notice.

29.3Mediation. If the dispute is not resolved by negotiation, either party may refer it to mediation in Nairobi under the rules of the Nairobi Centre for International Arbitration (NCIA).

29.4Arbitration. If the dispute is not resolved within 30 days of the mediator’s appointment, it will be finally settled by arbitration under the Arbitration Act, 1995 and the NCIA Arbitration Rules, by a sole arbitrator appointed by agreement or, failing agreement, by the NCIA. The seat of arbitration is Nairobi and the language is English. The award is final and binding.

29.5This section does not prevent either party from seeking urgent interim or injunctive relief from the courts of Kenya. It also does not prevent a consumer from bringing a qualifying claim in the Small Claims Court under the Small Claims Court Act, 2016, or a complaint to the Office of the Data Protection Commissioner or any other regulator.

• Entire agreement. These Terms, the Privacy Policy, and any order or written agreement that refers to them make up the whole agreement between us about the Services.
• Order of precedence. If they conflict, a signed written agreement prevails, then these Terms, then the Privacy Policy on matters of personal data.
• Assignment. You may not transfer your rights or obligations under these Terms without our written consent. We may transfer them as part of a reorganisation, merger or sale of our business, and we will notify you if we do.
• Severability. If a court or arbitrator finds any provision invalid, the rest of these Terms continues in force.
• No waiver. A delay in enforcing a right is not a waiver of it.
• Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Language. These Terms are written in English. If they are translated, the English version prevails.

Odutech Solutions, Nairobi, Kenya. Email: notifications@odutechsolutions.net. Phone or WhatsApp: +254 754 625 698.