Terms and Conditions

1 Acceptance of these terms

These Terms and Conditions govern the relationship between Sadeem Cloud and any person or entity that orders, subscribes to or uses our services. By signing a quotation, placing an order, paying an invoice or using any service we provide, you confirm that you have read these terms, that you accept them, and that you have the authority to bind the entity you represent.

Where a signed contract, statement of work or service order exists between us, that document prevails over these terms on any point it addresses. These terms cover everything it does not.

2 Definitions

3 Who you are contracting with

Sadeem Cloud operates through two legal entities. The entity named on your quotation or invoice is the entity you contract with. Whichever entity issues your order, these terms are governed by the single law stated in section 19.

4 Services we provide

• Managed Odoo hosting, on Odoo Enterprise and on our Docker based platform.
• Managed VPS and dedicated servers.
• Odoo implementation, configuration and business process setup.
• Custom module development and integrations.
• Data migration from legacy systems and from other Odoo versions.
• Training and ongoing technical support.
• Resale of third party subscriptions, including Odoo Enterprise licences, Zoho Workplace and Zoho Mail.
• Licensing of the Sadeem SaaS Package under a separate licence.

The exact scope, deliverables, timeline and price of every engagement are defined in the applicable order. Anything not written in the order is out of scope and is quoted separately.

5 Orders, term and renewal

• A subscription begins on the activation date of the Instance or the start date stated in the order.
• It runs for the Subscription Term and renews automatically for equal periods.
• Either party may stop the renewal by giving written notice at least 30 days before the end of the current term.
• Prices may be revised at renewal. We give at least 30 days notice of any increase, and you may decline it by not renewing.
• Project based work (implementation, development, migration) is delivered against the milestones in the order, and is not a subscription.

6 Fees, taxes and payment

• Fees are those stated in the accepted order. Subscription fees are billed in advance for each term.
• Value added tax and any other applicable tax are added at the rate in force in the country of the contracting entity.
• Invoices are payable within the period stated on the invoice. Where no period is stated, payment is due within 15 days of the invoice date.
• Bank transfer charges and currency conversion costs are borne by the Client.
• If an invoice remains unpaid, we send a reminder, we may suspend the affected services 7 days after the due date, and we may terminate for non payment 30 days after the due date. A reactivation fee may apply.
• Setup, migration and development fees are non refundable once the work has started.
• Prepaid subscription fees are non refundable for the unused part of a term, except where the applicable law requires otherwise.

7 Your obligations

• Provide accurate registration, billing and tax information, and keep it up to date.
• Keep your credentials confidential and notify us immediately of any suspected unauthorised access.
• Nominate a main contact person authorised to approve scope, deliverables and expenses.
• Provide, on time, the data, documents, access and decisions we need to deliver the service. Delays caused by missing input move the delivery dates accordingly.
• Hold and maintain the licences required for any third party software you use through us.
• Use the services in compliance with the laws applicable to you, including tax and e-invoicing obligations.

8 Acceptable use

You may not use our services to:

• Send unsolicited bulk email or any form of spam.
• Host, distribute or execute malware, phishing pages or attack tools.
• Run cryptocurrency mining or any workload designed to consume disproportionate shared resources.
• Store or publish content that is illegal, that infringes the rights of others, or that violates the laws of Saudi Arabia or Egypt.
• Attempt to access another tenant's data, bypass resource limits, or interfere with the security or integrity of the platform.
• Resell hosting or platform capacity to third parties without a written partner agreement with us.

9 Availability and support

• We target a monthly availability of 99.9% for managed hosting services.
• Scheduled maintenance is announced at least 24 hours in advance and is excluded from the availability calculation, as are failures caused by the Client, by third party software or by events described in section 17.
• Support is provided in Arabic and English through the helpdesk, email and WhatsApp. Response targets depend on the plan stated in your order.
• Platform status and incident history are published at sadeem.statuspage.io.
• Support covers the services we manage. Debugging code written by third parties, or issues inside third party software, is quoted separately.

10 Backups and your data

• Client Data belongs to the Client. We claim no ownership over it.
• We maintain daily backups, replicated across at least two data centers, as described on our Data Privacy page.
• You are responsible for verifying that the backup scope and retention of your plan match your needs, and you may download manual backups at any time from the control panel.
• On termination, you may export your data for 30 days. After that period the Instance and its backups are permanently deleted and cannot be recovered.
• Personal data is handled as described in our Privacy Policy. For data inside your Instance, you are the controller and we act as processor.

11 Third party software

• Odoo Enterprise licences are issued by Odoo S.A. and are governed by Odoo's own subscription agreement. We resell and manage them but we do not control their terms or pricing.
• Zoho Workplace and Zoho Mail subscriptions are governed by Zoho's terms of service.
• Community and third party Odoo modules are provided under their own licences. We do not warrant modules we did not develop.
• The Sadeem SaaS Package is licensed under the Sadeem Source-Available License, which applies in addition to these terms.

12 Intellectual property

Sadeem retains all rights in its own platform, tools, scripts, internal modules, templates, methodologies and documentation, including anything developed before or outside your project.

You retain all rights in your data, your content, your trademarks and any material you supply to us.

For custom development, ownership is defined in the applicable order. Where the order is silent, Sadeem grants you a perpetual, non exclusive licence to use the delivered code within your own business, and Sadeem retains ownership of the reusable components and generic libraries underlying it.

Sadeem may reference your company name and a general description of the project in its portfolio, unless you ask us in writing not to.

13 Confidentiality

Each party undertakes to keep confidential the information it receives from the other party, to use it only for the purpose of the engagement, and to disclose it only to employees and subcontractors bound by equivalent obligations.

This obligation does not apply to information that is publicly available through no fault of the receiving party, that was already known to it, that it developed independently, or that it is legally compelled to disclose. It survives the end of the contract for three years.

14 Warranty

We warrant that development deliverables will be free of material defects for 180 days from the date of delivery, unless a different period is agreed in the order. Our sole obligation under this warranty is to correct the defect at no charge.

The warranty does not cover: changes made by the Client or by a third party, defects in third party software or modules, misuse, or issues arising from the Client's own infrastructure or data quality.

Beyond the warranties expressly stated in these terms, the services are provided on an "as is" basis to the fullest extent permitted by the applicable law.

15 Limitation of liability

To the maximum extent permitted by law, Sadeem is not liable for indirect or consequential damage, loss of profit, loss of revenue, loss of business opportunity, or loss of or corruption of data beyond what our backup obligations cover.

Sadeem's total cumulative liability arising out of or relating to the services is limited to the amount paid by the Client to Sadeem in the twelve months preceding the event giving rise to the claim.

Nothing in these terms excludes liability for fraud, wilful misconduct, or any liability that cannot be excluded under the applicable law.

16 Suspension and termination

• We may suspend a service for non payment, for a breach of section 8, or where continued operation creates a security risk to the platform or to other clients.
• Either party may terminate for convenience with 30 days written notice, effective at the end of the current Subscription Term.
• Either party may terminate immediately for a material breach that is not cured within 15 days of written notice.
• On termination, the Client pays all amounts due for services delivered up to the effective date.
• The data export window described in section 10 applies from the effective date of termination.
• Sections 12, 13, 15, 19 and 20 survive termination.

17 Force majeure

Neither party is liable for a delay or failure to perform caused by an event beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, government decisions, general failures of telecommunications networks, large scale attacks on internet infrastructure, or failures of upstream providers.

The affected party notifies the other without undue delay. If the event lasts more than 60 days, either party may terminate the affected service without penalty.

18 Changes to these terms

We may amend these terms. The current version is always the one published on this page, with its version number and effective date.

Material changes are notified to active clients by email at least 14 days before they take effect. Continued use of the services after that date constitutes acceptance. If you do not accept a material change, you may terminate at the end of your current Subscription Term without penalty.

19 Governing law and disputes

• These terms, and every order placed under them, are governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, without regard to conflict of law principles.
• This applies to orders issued by either Sadeem entity, unless a signed contract between the parties expressly states otherwise.
• Any dispute arising out of or in connection with these terms falls under the jurisdiction of the competent courts of Jeddah, Kingdom of Saudi Arabia.
• Before starting proceedings, both parties agree to attempt to settle the dispute amicably within 30 days of a written notice describing it.
• The parties may agree in writing to refer a dispute to arbitration instead.

20 General provisions

• Entire agreement: these terms, together with the applicable order and any referenced policy, form the entire agreement between the parties.
• Severability: if a provision is held unenforceable, the remaining provisions stay in force.
• No waiver: failure to enforce a provision is not a waiver of it.
• Assignment: the Client may not assign the contract without our written consent. Sadeem may assign it to an affiliate or successor entity.
• Subcontracting: Sadeem may use subcontractors and remains responsible for their performance.
• Notices: notices to Sadeem are sent to [email protected]. Notices to the Client are sent to the email address on the account.
• Language: these terms are published in Arabic and English. In case of any discrepancy between the two versions, the Arabic version prevails.

Contact

Related documents: Privacy Policy, Cookie Policy, Data Privacy, Sadeem Source-Available License.