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ENGAGEMENT TERMS: ODOO IMPLEMENTATION

ENGAGEMENT TERMS: ODOO IMPLEMENTATION

These are the Terms of Engagement (“Terms”) between Leader Accountancy (“We”) ABN 12 162 092 980 and You. This Agreement is constituted by these Terms and any other later document that we advise you becomes part of or varies this Agreement. These Terms confirm our understanding of the nature and the limitations of the Odoo implementation services we will provide.

SCOPE OF OUR SERVICES The services provided will involve System Digitalisation and Automation via Odoo Implementation. We will conduct this engagement in accordance with the official Odoo Implementation Methodology, which prioritizes a timely, on-budget launch by adhering to out-of-the-box standard software functionality.

Our role is to act as your Project Leader and Digital Advisor. We will analyse your business flows, configure the Odoo applications, and train your key personnel. We will not undertake an independent audit of your financial statements or tax returns as part of this specific engagement. Our work is structured in short cycles of configuration, data import, and key-user validation. Typical areas of additional assistance outside this scope, such as complex custom code development (which we generally advise against to prevent technical debt) or distinct tax structuring advice, will represent a separate engagement for which a separate fee proposal will be issued.

OUTSOURCED SERVICES & INVOLVEMENT OF OTHERS We may involve third-party contractors, Odoo App Experts, or outsourced developers in providing various aspects of your implementation. Acceptance of our services indicates your acceptance of the use of outsourced services. Where, as part of this engagement, the services of an external consultant or expert are required, an estimated cost and timeframe will be provided to you for your approval.

USE OF CLOUD COMPUTING SERVICES We utilise cloud computing systems, including Odoo Standard Cloud Hosting or Odoo.sh, to manage and host your database. These systems store files on remote servers operated by third parties. If we act as the primary Administrator for your Odoo environment, we will always give you full access to your subscription, including if the business relationship between us terminates or if there is a dispute between us.

YOUR DISCLOSURE, RECORD KEEPING & PROJECT OBLIGATIONS By accepting the terms in this Agreement, you agree that the performance of our services is dependent on your active participation and the performance of your obligations. Specifically, you are responsible for:

  • Appointing a Single Point of Contact (SPoC): You must assign a SPoC who will act as a "super key-user". This individual must be highly available, have the authority to make swift decisions, and dedicate time to mastering Odoo.
  • Information Provision: Providing us with accurate and complete responses to questions regarding your business workflows within 10 working days. Inaccurate or late information could cause material delays and result in additional fees.
  • Testing and Validation: The SPoC and key users are strictly responsible for testing and validating the configured business flows. Training and testing must be done with the user in the "driver's seat" using their own keyboard and mouse.
  • Internal Documentation: You acknowledge that our Project Leaders will not write custom user manuals for your company. Your SPoC is responsible for creating your internal documentation to ensure it matches your specific terminology and to prove they have mastered the standard workflows.
  • Data Migration Limitations: You acknowledge our recommendation to avoid importing full historical data (such as years of past sales or closed invoices) as it adds significant risk, delay, and cost to the project for low long-term return on investment. You are responsible for cleaning master data before import.

OUR OBLIGATIONS & RESPONSIBILITIES Information acquired by us during the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express consent. We have a duty to act in your best interests, manage conflicts of interest as they arise, and comply with APES 110 requirements regarding the reporting of Non-Compliance with Laws and Regulations (NOCLAR).

During the implementation, our priority is to ensure the project stays on schedule and on budget. To achieve this, we will challenge custom development requests and propose the most efficient standard solutions.

OWNERSHIP OF DOCUMENTS Your Odoo database and all original data provided by you will remain your property. All implementation matrices, configuration templates, and project management documents produced by us in respect of this engagement will remain our intellectual property. We will exercise a legal right of lien over any of your documents in our possession in the event of a dispute between us.

LIMITATION OF LIABILITY & DIRECTOR'S INDEMNITY Our liability is limited by a scheme approved under Professional Standards Legislation. In the event that the entity invoiced by us for our services is unable to discharge its liabilities to us, then the entity's Directors or Trustees agree to personally indemnify us for any such liability.

PAYMENT TERMS This engagement will start when you sign and return the Authority to Proceed and make the specified upfront payment. Our payment terms are: Either upfront payment is required as listed on the attached Authority to Proceed, or payment is due in full for all other engagements 7 days from the issue of the Invoice. If the amount payable is not paid within 30 days, interest will be payable on the total unpaid amount calculated from the date of the Invoice until the actual date of payment at the rate of 24% per annum calculated daily. In the event of default, you agree that you will be liable to pay any commission, disbursements, and legal fees payable by us to a debt collection agency or law firm.

Payment in full must be made before we hand over the final production environment (Go-Live) to your team. (Adapted from the original tax lodgement clause)

If you decide to terminate this implementation engagement, we will rule off the work-in-progress at that point in time and issue a final fee for the balance. This account must be settled before any records, administrative access, or information is transferred.

DISPUTE RESOLUTION If you have a complaint about our implementation services, please contact your Project Leader in the first instance by email. If they are unable to resolve your complaint within 3 business days, please contact Jerry Zhao (Director) by email. We will attempt to resolve your complaint within 14 days and outline our dispute resolution process.