TERMS & CONDITIONS

 

Welcome to ODMS Retail. These Terms & Conditions govern the provision of our services and solutions. By engaging with ODMS Retail, you agree to abide by the following terms, which are designed to ensure clarity, fairness, and mutual understanding in our business relationship.1. Payment Terms

 

Our financial arrangements are structured to be transparent and flexible.

• Initial Deposit: A standard deposit is typically required upon the formal signing of a contract. This deposit secures your project and initiates the allocation of resources. The specific amount will be clearly communicated in your service agreement or proposal.

• Subsequent Payments: Following the initial deposit, subsequent payments will be scheduled based on the progression of your project. This may involve:

  • Milestone-Based Payments: Payments are tied to the successful completion of predefined project milestones, ensuring that you pay as value is delivered.

  • Pre-Agreed Payment Plan: For projects with a longer duration or specific budget requirements, a customized payment plan can be established, outlining fixed payment dates or intervals.

• Payment Methods: We accommodate a variety of convenient payment methods, including secure bank transfers and major credit cards. All accepted methods will be detailed in your invoice.

• Late Payments: In the event of late payments, ODMS Retail reserves the right to apply a late fee, as specified in your service agreement. Continued non-payment may result in the temporary suspension of services until the outstanding balance is settled.

2. Cancellation Policy

 

Understanding our cancellation policy is crucial.

• Varied Policy: Our cancellation policy is not uniform but rather varies significantly depending on several factors, including:

  • Type of Service: Different services (e.g., software implementation, consulting, ongoing support) may have distinct cancellation terms.

  • Stage of Service: The point at which a service is cancelled (e.g., before commencement, during active development, after deployment) will influence the applicable terms.

• Detailed in Agreement: Comprehensive details regarding our cancellation policy, including any potential cancellation fees, charges for work already performed, or eligibility for refunds, will be explicitly and thoroughly outlined in your individual service agreement. We strongly advise all clients to meticulously review these terms before committing to any service.

3. Service Level Agreements (SLAs)

 

For services requiring consistent performance and reliability, we offer robust Service Level Agreements.

• Comprehensive Coverage: For a wide range of our solutions, particularly those involving continuous operational support, managed services, and ongoing maintenance, we provide comprehensive Service Level Agreements.

• Defined Service Levels: These legally binding agreements meticulously define the specific level of service you can expect from ODMS Retail, including:

  • Response Times: Guaranteed maximum times within which our technical support team will acknowledge and begin addressing your inquiries or issues.

  • Resolution Times: Targets for the resolution of various types of incidents, categorized by severity.

  • System Uptime Guarantees: Commitments regarding the availability and operational reliability of our software and systems.

  • Performance Metrics: Specific measurable indicators to track the efficiency and effectiveness of the service provided.

• Tailored Agreements: We understand that each business has unique requirements. Therefore, specific SLA terms will be customized and tailored to align with your operational needs and will be an integral part of your service contract.

4. Data Privacy Policy

 

Protecting your data is a paramount commitment at ODMS Retail.

• Commitment to Privacy and Security: We are deeply committed to upholding the privacy and security of all data entrusted to us. Our robust data privacy policy reflects this commitment.

• Policy Outline: Our comprehensive data privacy policy details precisely how we handle your valuable business and customer data, covering:

  • Data Collection: What types of data we collect and the methods used for collection.

  • Data Usage: How the collected data is utilized to provide and improve our services.

  • Data Storage: The secure methods and locations used for storing your data.

  • Data Protection: The technical and organizational measures implemented to protect your data from unauthorized access, disclosure, alteration, and destruction.

• Compliance and Best Practices: We strictly adhere to industry best practices and all relevant national and international data protection regulations (e.g., GDPR, CCPA, etc., where applicable).

• Accessibility: A detailed copy of our data privacy policy is readily available upon request and can also be accessed directly on our official website.

5. Intellectual Property Terms

 

Clarifying intellectual property rights is essential for both parties.

• Clearly Defined in Agreement: The terms and conditions pertaining to intellectual property for our solutions and any custom development work undertaken will be explicitly and precisely defined within your service agreement.

• ODMS Retail Ownership: Generally, ODMS Retail retains full ownership of its proprietary software, underlying platforms, tools, and methodologies developed prior to or independently of your specific project.

• Client Usage Licenses: As a client, you will be granted appropriate usage licenses, clearly outlining your rights to use our software and solutions for your business operations as specified in the agreement.

• Custom Development: For any features, integrations, or solutions specifically developed or customized for your business, the intellectual property terms will be meticulously outlined to ensure complete clarity and mutual understanding regarding ownership, usage rights, and any potential transfer of rights. This ensures that both parties are fully aware of their respective rights and obligations concerning newly created intellectual property.

By proceeding with our services, you acknowledge that you have read, understood, and agreed to these Terms & Conditions. We encourage you to contact us if you have any questions or require further clarification on any of these points.

 

To enhance the comprehensiveness of the Terms & Conditions document, consider including the following sections:6. Warranty and Disclaimers

 

This section will detail the warranties provided for our solutions and services, and importantly, outline any disclaimers regarding their use.

• Limited Warranty: We offer a limited warranty on our software and services, ensuring they will perform substantially in accordance with their documentation and specifications at the time of delivery and for a period of [specify duration, e.g., ninety (90) days] thereafter. This warranty covers material defects and non-conformance with the published specifications.

• Performance Expectations: Specific performance metrics and conditions under which the warranty applies will be clearly stated. This includes, for example, uptime guarantees for cloud-based services (e.g., 99.5% availability excluding scheduled maintenance) or expected processing speeds for software. Any prerequisites for optimal performance, such as specific hardware or network configurations, will also be detailed.

• Exclusions from Warranty: The limited warranty does not cover issues arising from:

  • Misuse, neglect, or unauthorized modifications to our software or services.

  • Damage caused by external factors such as power surges, natural disasters, or third-party software/hardware.

  • Failure to adhere to recommended operating procedures or environmental conditions.

  • Issues that are not reproducible or are caused by factors outside of our control.

• Remedy for Breach of Warranty: In the event of a proven breach of this limited warranty, ODMS Retail's sole obligation and the client's exclusive remedy will be, at our discretion, to (a) repair or replace the non-conforming software or service, or (b) if repair or replacement is not commercially feasible, to refund the fees paid for the non-conforming portion of the service for the period of non-conformance.

• Disclaimers: We will disclaim any implied warranties, such as merchantability or fitness for a particular purpose, to the fullest extent permitted by law. This also includes disclaimers for any interruptions, errors, or security breaches not directly caused by our negligence or willful misconduct. Specifically, ODMS Retail makes no warranty that the services will be entirely uninterrupted, error-free, or completely secure. We do not guarantee that all defects will be corrected or that the services will meet all of the client's specific requirements beyond those expressly stated in the documentation.

7. Limitation of Liability

 

This section is critical for defining the extent of ODMS Retail's liability for any damages or losses incurred by the client, aiming to protect the company from excessive financial exposure.

• Exclusion of Indirect Damages: ODMS Retail will not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business interruption, loss of goodwill, cost of substitute goods or services, or any other intangible losses, even if ODMS Retail has been advised of the possibility of such damages. This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) under which such damages are sought.

• Cap on Liability: Our total cumulative liability to the client for any and all claims arising out of or in connection with these terms or the services provided, whether in contract, tort, or otherwise, will be limited to the amount paid by the client for the specific service from which the claim arose within the twelve (20) months preceding the event giving rise to the liability. If the services are provided free, or paid of charge, ODMS Retail's total liability shall not exceed [specify nominal amount, e.g., $150 USD].

• Exceptions: This limitation of liability may not apply in cases of:

  • Gross negligence or willful misconduct by ODMS.

  • Death or personal injury caused by willingful ODMS Retail's negligence.

  • Fraud or fraudulent misrepresentation.

  • Any liability that cannot be limited or excluded under applicable law (e.g., statutory consumer rights that cannot be waived).Limitation of Liability

 

Our commitment to our clients is paramount, and we strive to provide exceptional services. However, in order to maintain the sustainability of our operations and manage unforeseen circumstances, it is necessary to establish clear boundaries regarding our financial responsibility.

 

Our total cumulative liability to the client for any and all claims, irrespective of their origin—whether in contract, tort, or otherwise—arising out of or in connection with these terms and conditions or the services we provide, will be strictly limited. This limitation dictates that our liability shall not exceed the total amount paid by the client for the specific service from which the claim arose. This calculation will consider payments made within the twelve (12) months immediately preceding the event that gives rise to the liability.

 

For services provided free of charge, or on a pro bono basis, ODMS Retail's total liability will not exceed a nominal amount, such as $150 USD. This ensures a consistent and predictable framework for all engagements, regardless of their commercial value.Exceptions to Limitation of Liability

 

While the aforementioned limitation of liability is a cornerstone of our operational policy, we acknowledge that certain circumstances warrant exceptions. These exceptions are designed to uphold fundamental principles of justice and accountability and ensure compliance with applicable legal standards. This limitation of liability may not apply in the following cases:

• Gross Negligence or Willful Misconduct by ODMS Retail: If a claim arises from actions or omissions that demonstrate a reckless disregard for the client's interests or an intentional failure to perform a duty, then the limitation of liability may be waived. This includes situations where there is a clear and flagrant breach of professional standards or a deliberate attempt to cause harm.

• Death or Personal Injury Caused by ODMS Retail's Negligence: In instances where death or personal injury is a direct result of ODMS Retail's negligence, our liability will not be limited. This exception underscores our commitment to human safety and well-being, recognizing the severe and irreversible consequences of such events.

• Fraud or Fraudulent Misrepresentation: Any claim stemming from fraudulent actions or intentional misrepresentations made by ODMS Retail will not be subject to the limitation of liability. We are committed to transparency and ethical conduct, and any deliberate deception or attempt to mislead will be treated with the utmost seriousness.

• Any Liability That Cannot Be Limited or Excluded Under Applicable Law: Certain statutory consumer rights or other legal provisions may prevent the limitation or exclusion of liability in specific circumstances. We will always comply with all applicable laws and regulations, and where a law explicitly prohibits the limitation of liability, this clause will defer to the supremacy of such legal requirements. This includes, but is not limited to, statutory consumer protections that cannot be waived by contract.

It is important for clients to thoroughly understand these terms and conditions, as they form an integral part of our agreement. We encourage open communication and are available to address any questions or concerns regarding our liability policy.

• Basis of the Bargain: The limitations of liability set forth herein are fundamental elements of the basis of the bargain between ODMS Retail and the client. ODMS Retail would not be able to provide the services on an economic basis without such limitations.

8. Governing Law and Dispute Resolution

 

This section will establish the legal framework under which the terms are interpreted and how any disputes will be resolved, ensuring clarity and predictability in legal proceedings.

• Governing Law: These Terms & Conditions and any disputes arising out of or in connection with them, including their formation, validity, and termination, shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles. This choice of law is made to ensure consistency and to avoid complex international legal interpretations.

• Jurisdiction: Any legal action or proceeding arising under these terms or related to the services shall be brought exclusively in the federal or state courts located in Houston, Harris County, Texas. By agreeing to these terms, the client irrevocably consents to the personal jurisdiction and venue of these courts.

• Dispute Resolution Process: We encourage amicable resolution of disputes through a structured process:

  • Good-Faith Negotiation: In the event of a disagreement, both parties agree to first attempt to resolve the dispute through good-faith negotiation. This typically involves designated representatives from each party meeting (in person, telephonically, or via video conference) to discuss the issue and seek a mutually agreeable solution. This phase should last for a specified period, e.g., thirty (30) days.

  • Mediation: If good-faith negotiation fails to resolve the dispute within the stipulated period, the parties may agree to non-binding mediation, with a mutually agreed-upon mediator. The costs of mediation shall be shared equally by both parties. Mediation is a confidential process and does not preclude further legal action if unsuccessful.

  • Binding Arbitration: If mediation is unsuccessful or if the parties forgo mediation, disputes may be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA), or another mutually agreed-upon arbitration body. The arbitration shall be conducted in Houston, Texas, by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in arbitration shall be entitled to recover its reasonable attorneys' fees and costs.

• Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction for any actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information.