Terms of Service

1. Introduction and Acceptance

1.1 Agreement

These Terms of Service ("Agreement" or "Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and VedTech Solutions Limited, a company registered in Jamaica ("VedTech," "we," "us," or "our").

1.2 Acceptance

By creating an account, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.3 Modifications to Terms

VedTech reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' notice of material changes via email to the address associated with your account. Your continued use of the Services after the effective date of any modifications constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you may terminate your account within thirty (30) days for a pro-rated refund of any prepaid fees.

1.4 Electronic Communications

By using our Services, you consent to receive electronic communications from us, including emails regarding your account, service updates, and legal notices. These electronic communications satisfy any legal requirement that such communications be in writing.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE.

2. Definitions

For the purposes of this Agreement:

• "Add-ons" means additional features, resources, or services that can be purchased to supplement a Subscription Plan.
• "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
• "Customer Data" means all data, content, and information uploaded, stored, or processed by Customer through the Services, including but not limited to business records, customer information, and files.
• "Documentation" means the user guides, help documentation, and technical specifications made available by VedTech for the Services.
• "Instance" means a dedicated, isolated Odoo environment provisioned for the Customer, including the application, database, and allocated resources.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Services" means the cloud-based Odoo hosting platform, related software, tools, and support provided by VedTech.
• "SLA" means the Service Level Agreement set forth in Section 9.
• "Subscription" or "Subscription Plan" means the service tier selected by Customer, which determines features, resources, and pricing.
• "Users" means individuals authorized by Customer to access and use the Services through Customer's account.

3. Account Registration and Security

3.1 Eligibility

To use our Services, you must:

• Be at least eighteen (18) years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Services under applicable law

3.2 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy. Material misrepresentation of account information may result in immediate suspension or termination of your account.

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Promptly notifying VedTech of any unauthorized access or security breach

VedTech shall not be liable for any loss or damage arising from your failure to protect your account credentials.

3.4 One Trial Per Customer

Each customer is entitled to only one (1) free trial period. Attempts to circumvent this limitation through multiple accounts, email aliases, or other means constitute a violation of these Terms and may result in immediate account termination.

4. Description of Services

4.1 Platform Services

VedTech provides a cloud-based platform enabling customers to:

• Deploy and manage Odoo ERP instances (versions 17, 18, and 19)
• Access instances via secure subdomains
• Store and process business data
• Receive automated backups according to their plan
• Access customer support as specified in their plan

4.2 Service Availability

Services are provided on an "as available" basis, subject to the SLA commitments in Section 9. VedTech will use commercially reasonable efforts to maintain service availability and performance.

4.3 Service Modifications

VedTech reserves the right to:

• Update, modify, or enhance the Services to improve functionality or security
• Discontinue features with thirty (30) days' advance notice
• Make emergency changes without notice if required for security or stability

Material changes to core functionality will be communicated via email. If you object to material changes that significantly reduce the utility of Services for your intended purpose, you may terminate within thirty (30) days for a pro-rated refund of prepaid fees.

4.4 Third-Party Services

The Services may integrate with or rely upon third-party services (including Odoo S.A. software). Your use of such third-party services is subject to their respective terms and conditions. VedTech is not responsible for third-party service availability, performance, or terms.

5. Subscription Plans and Billing

5.1 Subscription Plans

VedTech offers various Subscription Plans with different features, resource allocations, and pricing. Plan details are available at vedtechsolutions.com/pricing.

5.2 Free Trials

• Free trials are available for new customers for fourteen (14) days
• No payment information is required to start a trial
• Trial accounts have limited features and resources as specified
• At trial expiration, accounts will be suspended unless upgraded to a paid plan
• Suspended trial instances will be deleted after seven (7) days

5.3 Billing and Payment

• Billing Cycle: Subscriptions are billed monthly or annually, as selected
• Payment Methods: We accept major credit cards and other payment methods as displayed during checkout
• Currency: All fees are stated and payable in United States Dollars (USD)
• Taxes: Fees are exclusive of applicable taxes, which will be added where required by law

5.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled. For annual subscriptions, we will send a renewal reminder at least fourteen (14) days before the renewal date.

5.5 Price Changes

VedTech may adjust pricing with at least thirty (30) days' notice. Price increases will take effect at your next renewal period. You may cancel before the renewal date if you do not accept the new pricing.

5.6 Late Payment

• Invoices are due upon receipt
• Accounts with payments overdue by fifteen (15) days may be suspended
• Accounts with payments overdue by thirty (30) days may be terminated
• VedTech may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

6. Refund Policy

6.1 Cooling-Off Period

New customers may cancel within fourteen (14) days of their first payment for a full refund.

6.2 Annual Plans

Pro-rated refunds are available if:

• VedTech materially breaches this Agreement, or
• Customer objects to material service changes as described in Section 4.3

6.3 Monthly Plans

No refunds are provided for partial months.

6.4 Add-ons

Pro-rated credits for cancelled add-ons will be applied to future invoices.

6.5 Chargebacks

Customers who initiate payment chargebacks without first contacting VedTech support may have their accounts immediately suspended. Disputed charges should be directed to billing@vedtechsolutions.com

6.6 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period.

7. Acceptable Use Policy

7.1 General Conduct

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for all activities conducted through your account.

7.2 Prohibited Activities

You may not use the Services to:

Illegal Content and Activities:

• Store, distribute, or transmit any content that violates applicable law
• Engage in fraud, money laundering, or other financial crimes
• Violate export control or sanctions laws
• Infringe upon intellectual property rights of others

Harmful Content:

• Distribute malware, viruses, or other malicious code
• Store or transmit child sexual abuse material (CSAM)
• Distribute content that promotes violence or terrorism
• Engage in harassment, defamation, or hate speech

Technical Abuse:

• Attempt to gain unauthorized access to systems or accounts
• Conduct security attacks, including DDoS, SQL injection, or penetration testing without authorization
• Interfere with or disrupt the Services or other users
• Circumvent usage limits, security measures, or access controls
• Use the Services for cryptocurrency mining
• Send spam or unsolicited bulk communications

Commercial Restrictions:

• Resell, sublicense, or redistribute the Services without written authorization
• Use the Services to operate a competing hosting service
• Exceed the user or resource limits of your Subscription Plan

7.3 Enforcement

VedTech may investigate suspected violations and take appropriate action, including:

• Issuing warnings
• Removing or disabling access to prohibited content
• Suspending or terminating accounts
• Reporting illegal activities to law enforcement

We will endeavor to provide notice before taking action, except where immediate action is necessary to protect VedTech, other customers, or third parties.

7.4 Reporting Violations

To report suspected violations, contact abuse@vedtechsolutions.com.

8. Customer Data and Privacy

8.1 Ownership of Customer Data

Customer retains all ownership rights in Customer Data. VedTech claims no ownership interest in Customer Data.

8.2 License to Customer Data

Customer grants VedTech a limited, non-exclusive license to access, process, and transmit Customer Data solely as necessary to provide the Services and as described in our Privacy Policy.

8.3 Data Security

VedTech implements industry-standard security measures to protect Customer Data, including:

• Encryption in transit (TLS/SSL) and at rest
• Isolated container environments for each Instance
• Regular security assessments and updates
• Access controls and audit logging

8.4 Data Backup

• VedTech performs automated daily backups of Customer Data
• Backup retention periods vary by Subscription Plan
• Customers may create additional manual backups through the portal
• Backup restoration is available through the customer portal or by support request

8.5 Data Export and Portability

Upon request, VedTech will provide Customer Data in standard, portable formats (SQL dump, CSV export) within a reasonable timeframe. Data export requests should be submitted at least fourteen (14) days before account termination.

8.6 Data Deletion

Following account termination:

• Customer may request data export within thirty (30) days
• Active data will be deleted within thirty (30) days of termination
• Backup data will be purged within ninety (90) days as backup cycles complete
• VedTech may retain anonymized, aggregated data indefinitely for analytics
• Data subject to legal holds may be retained as required by law

9. Service Level Agreement

9.1 Uptime Commitment

VedTech commits to maintaining 99.5% monthly uptime for the Services ("Uptime Commitment").

9.2 Downtime Definition

"Downtime" means periods when Customer's Instance is completely inaccessible due to VedTech infrastructure or platform issues. Downtime does not include:

• Scheduled maintenance (with at least 24 hours' notice)
• Emergency maintenance required for security or stability
• Issues caused by Customer actions or configurations
• Third-party service outages beyond VedTech's control
• Force Majeure events (as defined in Section 15)
• Suspension due to Customer's breach of these Terms

9.3 Service Credits

If VedTech fails to meet the Uptime Commitment, eligible Customers may request service credits:

9.4 Credit Request Procedure

To request a service credit:

• Submit a request to support@vedtechsolutions.com within thirty (30) days of the downtime event
• Include your account information and description of the downtime
• VedTech will review and respond within fourteen (14) business days

9.5 Credit Limitations

• Service credits are the sole and exclusive remedy for downtime
• Credits are applied to future invoices and are not redeemable for cash
• Maximum credits per month shall not exceed 100% of that month's fees
• Free trial accounts are not eligible for service credits

9.6 Support Response Times

Response time targets vary by Subscription Plan:

Response times are measured during business hours (Monday-Friday, 9 AM - 5 PM EST), excluding Jamaican public holidays.

10. Intellectual Property Rights

10.1 VedTech Intellectual Property

VedTech and its licensors retain all Intellectual Property Rights in the Services, including but not limited to:

• The VedTech platform, software, and infrastructure
• VedTech trademarks, logos, and branding
• Documentation and training materials

10.2 Odoo Software

The Odoo software included with the Services is licensed under the GNU Lesser General Public License (LGPL). Your use of Odoo software is subject to the terms of that license. VedTech's hosting services are separate from and in addition to the Odoo software license.

10.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), you grant VedTech a non-exclusive, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Services without obligation to you.

10.4 Restrictions

You may not:

• Copy, modify, or create derivative works of the Services (except as permitted by applicable open-source licenses)
• Reverse engineer, decompile, or disassemble the Services
• Remove or alter any proprietary notices or labels
• Use VedTech's trademarks without prior written consent

11. Disclaimer of Warranties

12. Limitation of Liability

13. Indemnification

13.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless VedTech, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Customer's breach of this Agreement
• Customer's violation of any applicable law or third-party rights
• Customer Data, including any claim that Customer Data infringes intellectual property rights
• Customer's use of the Services
• Any dispute between Customer and Customer's end users or clients
• Customer's negligence or willful misconduct

13.2 Indemnification Procedure

VedTech will:

• Promptly notify Customer of any claim subject to indemnification
• Provide Customer reasonable cooperation in the defense of such claim
• Allow Customer to control the defense and settlement of such claim

Customer may not settle any claim in a manner that admits liability or imposes obligations on VedTech without VedTech's prior written consent.

13.3 VedTech Indemnification

VedTech will indemnify Customer against third-party claims that the Services (excluding Customer Data and third-party components) infringe valid intellectual property rights, provided Customer promptly notifies VedTech of the claim, allows VedTech to control the defense, and provides reasonable cooperation.

14. Term and Termination

14.1 Term

This Agreement commences on the date you accept these Terms and continues until terminated as provided herein.

14.2 Termination by Customer

Customer may terminate this Agreement at any time by:

• Cancelling the Subscription through the customer portal, or
• Providing written notice to support@vedtechsolutions.com

Termination will be effective at the end of the current billing period. No refunds are provided for early termination except as specified in Section 6.

14.3 Termination by VedTech

VedTech may terminate or suspend this Agreement:

Immediate Termination (Without Notice):

• Material breach of Section 7 (Acceptable Use Policy)
• Activities that pose a security risk to VedTech or other customers
• Illegal activities or content
• As required by law, regulation, or court order

Termination With Notice:

• Non-payment: Fifteen (15) days after written notice of overdue payment
• Other material breach: Thirty (30) days after written notice, if breach is not cured
• Convenience: Ninety (90) days' written notice

14.4 Effect of Termination

Upon termination:

• Customer's access to the Services will be revoked
• Customer remains liable for all fees incurred prior to termination
• Customer may request data export within thirty (30) days (see Section 8.5)
• Provisions that by their nature should survive will survive termination

14.5 Survival

The following sections survive termination: Section 2 (Definitions), Section 8 (Customer Data - as to data retention and deletion), Section 10 (Intellectual Property), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 16 (Dispute Resolution), Section 17 (General Provisions).

15. Force Majeure

15.1 Definition

Neither party shall be liable for any delay or failure in performance resulting from circumstances beyond that party's reasonable control ("Force Majeure Event"), including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, hurricanes
• War, terrorism, riots, civil unrest
• Government actions, embargoes, sanctions
• Epidemics, pandemics, public health emergencies
• Internet or telecommunications infrastructure failures
• Third-party hosting provider outages
• Power outages or failures
• Cyberattacks or security incidents beyond reasonable preventive measures

15.2 Notice and Mitigation

The affected party shall:

• Notify the other party within forty-eight (48) hours of the Force Majeure Event
• Use reasonable efforts to mitigate the impact and resume performance
• Keep the other party informed of the status and expected duration

15.3 Prolonged Force Majeure

If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement without liability, except for fees due for Services already rendered.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties agree to first attempt to resolve disputes informally. The complaining party shall send written notice describing the dispute to the other party. The parties shall have thirty (30) days from receipt of such notice to attempt resolution through good-faith negotiation.

16.2 Arbitration Agreement

If the dispute is not resolved through informal resolution, the parties agree that any dispute, claim, or controversy arising from or relating to this Agreement shall be resolved by binding arbitration administered under the Arbitration Act of Jamaica. The arbitration shall be conducted in Kingston, Jamaica, before a single arbitrator.

16.3 Arbitration Procedures

• The arbitrator shall apply Jamaican law and the terms of this Agreement
• Discovery shall be limited to documents directly relevant to the dispute
• The arbitrator's decision shall be final and binding
• Judgment on the arbitration award may be entered in any court of competent jurisdiction

16.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AND VEDTECH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

16.5 Exceptions

Notwithstanding the foregoing:

• Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or confidential information
• Either party may bring individual claims in small claims court if the claim qualifies
• This arbitration agreement does not preclude Customer from bringing issues to the attention of regulatory authorities

16.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Jamaica, without regard to its conflict of laws principles.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with the Privacy Policy, any Order Forms, and any schedules or exhibits attached hereto, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral.

17.2 Assignment

Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without VedTech's prior written consent. Any attempted assignment without consent shall be void. VedTech may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

17.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

17.4 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. VedTech's failure to enforce any provision shall not constitute a waiver of its right to do so.

17.5 Notices

Notices to VedTech shall be sent to:

• Email: legal@vedtechsolutions.com
• Mail: VedTech Solutions Limited, Kingston, Jamaica

Notices to Customer shall be sent to the email address associated with Customer's account. Notices are effective upon receipt.

17.6 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

17.7 Export Compliance

Customer agrees to comply with all applicable export control laws and regulations in connection with use of the Services.

17.8 Language

These Terms are written in English. Any translations provided are for convenience only, and the English version shall prevail in case of any discrepancy.

18. Geographic Scope

18.1 Primary Service Area

The Services are primarily offered to customers in Jamaica and the Caribbean region.

18.2 International Customers

Customers located outside Jamaica are responsible for:

• Ensuring their use of the Services complies with local laws
• Any additional taxes, duties, or fees required by their jurisdiction
• Understanding that data may be processed in Jamaica and other countries

18.3 European Economic Area (EEA)

Customers in the EEA may be subject to additional terms. Please contact legal@vedtechsolutions.com for information about our Data Processing Agreement.

19. Contact Information

If you have questions about these Terms, please contact us: