1. General Information

These Terms and Conditions ("Terms") govern the provision of Odoo development services by MB Dagvacode ("Dagvacode", "we", "us") to business clients ("Client", "you").

These Terms become binding when the Client approves a quotation or work order incorporating these Terms, either in writing or through an agreed electronic approval process. Requesting information or a quotation does not constitute acceptance of these Terms or an order for paid services.

Where a separate written agreement, including a Master Services Agreement (MSA), applies, its provisions take precedence over these Terms in case of conflict. Task-specific conditions expressly agreed in an approved quotation or work order also take precedence over these Terms, subject to any applicable MSA.

2. Services

Dagvacode provides services directly related to Odoo development:

• Technical analysis
• Custom Odoo development
• Bug fixing, including solutions developed by third parties
• Module migrations between Odoo versions
• Integrations with external systems

Custom development may include country-specific localization requirements based on specifications provided or approved by the Client.

Initial task assessment and quotation preparation are free of charge. More extensive technical analysis may be offered as a separately priced service, subject to prior agreement.

Dagvacode does not provide Odoo licences, complete Odoo implementations, full system migrations, server administration, end-user training, business process consulting or ongoing helpdesk support, unless expressly agreed otherwise in writing.

Unless expressly included in the approved order, deployment of the delivered code to the Client's systems is the Client's responsibility.

3. Quotes and Agreements

Each quotation or work order defines the task scope, deliverables, acceptance criteria, fixed price, estimated execution time, quotation validity period and any applicable advance payment requirements.

A task is approved when the Client accepts the quotation or work order in writing or through an agreed electronic approval process. If an advance payment or other prerequisites are required, the task becomes ready for scheduling only after these conditions are fulfilled.

Neither receiving nor approving a quotation reserves developer capacity or guarantees a specific start date. Approved tasks are scheduled according to availability. The estimated execution time is calculated from the actual start of work, not from quotation approval or advance payment.

If a quotation expires before acceptance, Dagvacode may require a revised quotation. If required conditions are fulfilled later than anticipated, the available start date may change without affecting the agreed fixed price for unchanged scope.

4. Client Responsibilities

To ensure effective collaboration, the Client agrees to:

• Provide accurate and sufficiently detailed task requirements, including relevant context, examples, Odoo version and edition.
• Provide the necessary source code, technical information, system access and other resources required to perform the agreed work.
• Ensure they have the legal right to provide Dagvacode with access to the relevant code, systems and information.
• Respond to reasonable requests for clarification and notify Dagvacode of relevant changes as soon as possible.

Delays in providing required information, access or feedback may affect the agreed delivery schedule. Dagvacode will inform the Client if such delays require a revised timeline.

5. Development Process

If the work requires more time than estimated due to Dagvacode's inaccurate assessment, the agreed fixed price does not increase.

If an unforeseen technical circumstance that could not reasonably have been identified in advance prevents the task from being completed as agreed, Dagvacode pauses the affected work and informs the Client of the issue, its impact and the proposed solution.

Any resulting changes to the scope, price or delivery time must be agreed in writing before the affected work continues. No additional charges apply without the Client's approval.

6. Acceptance and Testing

Dagvacode tests the completed work before submitting it to the Client for acceptance.

The Client has at least 7 calendar days from delivery to test the result and either:

• Confirm acceptance in writing.
• Report deviations from the approved specification or acceptance criteria.
• Request an extension of the testing period.

Any extension must be agreed by both parties.

If reported deviations fall within the agreed scope, Dagvacode corrects them at no additional charge. A new testing period of at least 7 calendar days begins when the corrected result is delivered.

If the Client does not report justified deviations or agree on an extension before the applicable deadline, the work is deemed accepted.

Acceptance does not affect the Client's rights under the warranty provisions.

7. Warranty

Dagvacode corrects its own programming errors free of charge, including any necessary diagnosis. The warranty has no fixed expiration date.

The warranty applies to the Odoo major version for which the functionality was developed or migrated by Dagvacode, including updates within that version. If Dagvacode migrates the functionality to a newer Odoo version, the migrated result is also covered by warranty.

The warranty does not cover new or changed requirements, migrations performed by others, or problems caused by third-party code, system configuration or external services.

If the Client or a third party modifies Dagvacode's module code without prior approval, the warranty for that entire module ends. Extensions using standard Odoo inheritance do not automatically void the warranty.

Warranty fixes are scheduled according to the severity of the issue and available capacity. Non-warranty work requires separate approval before charges apply.

8. Payments

Payment terms, including any required advance payment, are specified in the approved quotation or applicable agreement.

For one-time orders, invoices are issued according to the agreed payment schedule. For ongoing partnerships, invoices may be issued periodically for completed or otherwise billable work.

Any advance payment is deducted from the final amount payable.

Dagvacode may suspend further work if payment becomes overdue, after notifying the Client. Applicable late-payment interest may be charged in accordance with Lithuanian law.

All prices are stated exclusive of VAT unless expressly indicated otherwise.

9. Intellectual Property

Unless otherwise agreed in writing, Dagvacode retains ownership of the code it creates from scratch. Upon full payment, the Client receives a perpetual, non-exclusive right to use and modify the delivered code.

Business clients may use the code in their own Odoo systems and share it with employees or IT contractors for maintenance and development.

Odoo partners may also include the code in their client projects, deploy it for multiple end clients and provide those clients with the source code.

Dagvacode-owned code may not be sold, licensed or distributed as a standalone product, published on marketplaces, or provided to other parties for independent redistribution without Dagvacode's written permission.

Code supplied by the Client remains the property of its rightful owner. Changes made by Dagvacode to Client-supplied code do not restrict the Client's previously held lawful rights to use, modify or distribute that code.

Dagvacode retains its reusable components, technical methods and know-how. Third-party software remains subject to its own licences.

Exclusive ownership or additional distribution rights require a separate written agreement.

10. Confidentiality

Both parties agree to protect confidential information received during their collaboration, including non-public source code, business information, technical documentation, credentials and client data.

Confidential information may only be used to perform the agreed services and may not be disclosed to third parties without authorization, except where required by law.

Dagvacode may share necessary information with its employees and subcontractors involved in the work, provided they are subject to confidentiality obligations.

Dagvacode may reuse its general technical knowledge, methods and independently developed components, provided no Client confidential information is disclosed or reused.

11. Limitation of Liability

Dagvacode is responsible for losses directly caused by its failure to fulfil agreed obligations.

To the extent permitted by law, Dagvacode is not liable for indirect losses, such as lost profits, lost revenue or missed business opportunities.

Dagvacode's total financial liability is limited to the amount the Client paid for services during the 12 months preceding the event that caused the loss.

These limitations do not apply to intentional misconduct, gross negligence or other cases where liability cannot legally be limited.

12. Termination

The Client may cancel an approved task by notifying Dagvacode in writing. The Client must pay for work already performed and any reasonable, documented expenses incurred before cancellation, in accordance with applicable law.

Either party may terminate an agreement if the other party materially breaches its obligations and fails to remedy the breach within a reasonable period after written notice.

Termination does not cancel outstanding payment obligations or rights and obligations that are intended to survive termination, including confidentiality and intellectual property provisions.

Termination of an ongoing partnership is governed by the applicable Master Services Agreement (MSA), where one exists.

13. Applicable Law

These Terms and related agreements are governed by the laws of the Republic of Lithuania, unless otherwise agreed in writing.

Any disputes shall first be addressed through good-faith negotiations between the parties. If no agreement is reached, disputes shall be resolved by the competent courts of Lithuania, subject to applicable mandatory legal provisions.

14. Contact

For questions regarding these Terms and Conditions, please contact:

MB Dagvacode

Company registration number: 307324545

Registered address: Taikos pr 17-62, Klaipėda, Lithuania

Email: info@dagvacode.com