TERMS & CONDITIONS
(Odoo ERP & e-Invoice Services via PeppolSync — B2B)
By placing an order, signing a quotation, paying an invoice, subscribing to the Services, or using our systems, software, or solutions, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.
A. Definitions
“Company”, “we”, “us”
Refers to the service provider, system integrator, or duly authorized representative that provides Odoo ERP services and e-Invoice solutions and that issues or references these Terms & Conditions.
“Customer”, “you”
The purchasing entity, subscriber, or system user.
“Odoo ERP”
The Odoo software platform (Community or Enterprise), including standard modules, configurations, customizations, integrations, and third-party add-ons.
“PeppolSync”
The Company’s e-Invoice solution, designed to enable electronic invoicing compliance, including but not limited to LHDN MyInvois and Peppol network connectivity, invoice transformation, validation, submission, transmission, status handling, and related automation.
“e-Invoice Services”
Electronic invoicing functionality provided via PeppolSync, including configuration, data mapping, API connectivity, format conversion, submission, and response handling.
“Services”
Odoo ERP services and e-Invoice Services (via PeppolSync), including implementation, configuration, customization, integration, training, migration, and related professional services.
“Customer Data”
All business data, invoices, documents, accounting records, credentials, configurations, metadata, and content processed, transmitted, or stored by the Customer using the Services.
“SoW” (Statement of Work)
A separate written and signed document defining specific scope, deliverables, timelines, service levels, or managed services.
B. Commercial & Payment Terms
Payment Terms
All fees are payable as stated in the quotation or invoice. Unless otherwise agreed in writing, payment is due in advance.
Overdue Amounts
Overdue invoices accrue interest at 1% per month, and the Customer is liable for reasonable legal and collection costs.
Suspension for Non-Payment
The Company may suspend access to Odoo ERP, PeppolSync, APIs, or e-Invoice submissions for non-payment without liability.
Taxes & Charges
All prices exclude SST, VAT, withholding tax, duties, or bank charges unless stated otherwise. The Customer is responsible for all applicable taxes and charges.
C. Odoo ERP Services
Service Model — Shared Responsibility
Odoo ERP Services are provided on a shared responsibility basis.
The Customer is solely responsible for:
- Business decisions, accounting treatment, and statutory compliance
- User access control, passwords, and role assignments
- Data accuracy, master data, and transactional correctness
- Internal processes, approvals, and controls
The Company is not responsible for losses, penalties, or compliance issues arising from Customer data entry, configuration choices, or operational use.
Customization & Third-Party Components
Custom developments and third-party modules may affect performance, security, or upgrade compatibility and may require additional work after version upgrades. Compatibility is not warranted unless expressly stated in a signed SoW.
D. e-Invoice Services (PeppolSync)
PeppolSync as e-Invoicing Middleware
PeppolSync operates as an e-invoicing middleware solution that adheres to internationally recognized Peppol standards as well as Malaysia’s local LHDN MyInvois requirements. This dual compliance enables the technical exchange and transmission of electronic invoices within Malaysia and, where applicable, with overseas trading partners and networks that adopt the Peppol framework.
The Customer acknowledges that any cross-border or third-party interoperability is subject to external network availability, regulatory acceptance, trading-partner readiness, and policies imposed by relevant authorities or platform operators, all of which are outside the Company’s control. Accordingly, the Company does not warrant or guarantee successful transmission, acceptance, or processing of electronic invoices by external or foreign systems.
Compliance Responsibility
The Customer remains solely responsible for:
- Accuracy and completeness of invoice data
- Correct tax codes, classifications, and rates
- Timely issuance, submission, and storage of e-Invoices
- Compliance with LHDN, Peppol, and applicable laws
Submission via PeppolSync does not guarantee regulatory acceptance.
Government & Third-Party Dependencies
The Company is not liable for downtime, delays, validation rule changes, rejections, penalties, or enforcement actions caused by LHDN, Peppol authorities, government systems, or third-party platforms.
E. Data, Security & Availability
Customer Data Ownership
All Customer Data remains the property of the Customer. The Customer grants the Company a limited right to process such data solely to provide the Services.
Backups & Retention
Unless expressly agreed in writing, the Services do not include guaranteed backups, disaster recovery, or RPO/RTO commitments. The Customer is responsible for maintaining independent, tested backups.
No Liability for Data Loss or Rejection
To the fullest extent permitted by law, the Company shall not be liable for loss, corruption, rejection, delay, duplication, or unavailability of Customer Data, including invoice data or submission records.
F. Warranties, Liability & Indemnity
Disclaimer of Warranties
All Services, including PeppolSync, are provided “as is” and “as available”, without warranties of any kind, to the maximum extent permitted by law.
Limitation of Liability
To the maximum extent permitted by law:
1. The Company is not liable for indirect, incidental, consequential, or economic loss (including loss of profit, penalties, or business interruption).
2. The Company’s aggregate liability in any rolling 12-month period shall not exceed the fees paid for the affected Services in the three (3) months immediately preceding the event giving rise to the claim.
3. Nothing excludes liability that cannot be excluded by law.
Indemnity
The Customer shall indemnify and hold the Company harmless against third-party claims arising from:
- Customer Data or invoices
- Regulatory non-compliance
- Misuse of the Services
- Breach of these Terms
G. Suspension & Termination
The Company may suspend or terminate Services for non-payment, security risk, illegal use, or regulatory exposure. Fees remain payable for suspension caused by the Customer’s act or omission.
H. Refund Policy
General Policy — B2B
All payments made by the Customer are non-refundable, except where a refund is expressly approved by the Company in writing or required by applicable law.
Setup Fees & Professional Services
Fees paid for Odoo ERP services, PeppolSync onboarding, setup, configuration, testing, implementation, training, or consulting are strictly non-refundable, whether or not the Customer completes or uses the Services.
Subscription & Usage Fees
Subscription fees, prepaid credits, usage-based charges, or per-invoice fees relating to PeppolSync and e-Invoice Services are non-refundable, including in cases of regulatory change, invoice rejection, external platform downtime, or Customer discontinuation.
Termination or Suspension
Suspension or termination of Services for any reason does not entitle the Customer to any refund of fees already paid.
Statutory Rights
Nothing in this Refund Policy excludes rights that cannot be excluded under applicable Malaysian law.
I. Force Majeure
The Company is not liable for failure or delay caused by events beyond reasonable control, including regulatory platform outages, cyber incidents, network failures, or governmental actions.
J. Order of Precedence & Changes
If a signed SoW exists, it prevails over these Terms for its scope. The Company may update these Terms from time to time; the version in force at order or renewal applies unless otherwise agreed in writing.
K. Governing Law & Jurisdiction
These Terms are governed by the laws of Malaysia.
The parties submit to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia.
L. Entire Agreement
These Terms and any signed SoW constitute the entire agreement. If any provision is held invalid, the remainder remains effective. Failure to enforce any right is not a waiver.