Licensor details and legal information

The Licensor is Solvti Sp. z o.o. with its registered office in Wroclaw, address: ul. Strzegomska 42AB, 53-611 Wroclaw, Poland, entered in the register of entrepreneurs of the National Court Register kept by the District Court for Wroclaw-Fabryczna in Wroclaw, 6th Commercial Division of the National Court Register, under KRS number: 0000904919, NIP: 8943167485, REGON: 388666333, hereinafter referred to as the “Licensor” or “Solvti”.
Licensor contact details:

a. e-mail address for Client support and contact regarding Orders: sales@solvti.com

b. telephone numbers for Client support: +48 578 430 595 and +48 575 188 553;

c. correspondence address: ul. Strzegomska 42AB, 53-611 Wrocław.

§ 1. General provisions

These license terms, hereinafter referred to as the “License”, set out the rules for using Solvti modules, applications, extensions, components, code, documentation and other digital products intended in particular to work with Odoo.
The License forms an integral part of the agreement concluded between Solvti and the Client, in particular an agreement concluded through the Solvti online store or in another manner agreed by the parties.
The License applies to Solvti Digital Products, unless the parties have agreed different license terms in writing for a given Digital Product.
The License is intended exclusively for Clients who are entrepreneurs. The Licensor does not grant licenses to consumers under it.
By accepting the License, downloading, installing, copying, modifying or using the Module, the Client confirms that it has read the License and undertakes to comply with it.

§ 2. Definitions

Licensor or Solvti - Solvti sp. z o.o. with its registered office in Wroclaw, address: ul. Strzegomska 42AB, 53-611 Wroclaw, Poland, entered in the register of entrepreneurs of the National Court Register under KRS number 0000904919, NIP: PL 8943167485, REGON: 388666333.
Client or Licensee - an entrepreneur who has acquired from the Licensor the right to use the Module. If the Module is implemented with the participation of a Solvti Partner, the Licensee is the end client holding its own License, unless the Licensor expressly decides otherwise in writing.
Module - a module, application, extension, component, code, documentation, ZIP file, update, patch, new version or other Solvti digital product made available to the Client under the License.
Odoo - the software for which the Module is intended, in the version indicated in the Module description, order, order confirmation, invoice or other commercial document.
Company - one legal entity, entrepreneur or organizational unit indicated as the purchaser of the Module in the order, invoice or other commercial document.
Internal Users - employees, associates, contractors, administrators, developers and other persons acting for the Client to whom the Client has granted access to the Module solely for the purpose of using the Module for the Client’s internal needs.
Solvti Partner - an entrepreneur cooperating with the Licensor under a separate agreement, written authorization or other arrangements, authorized solely to perform implementation, integration, configuration, technical or advisory activities concerning Modules for Clients holding their own License. A Solvti Partner is not entitled to sell, resell, distribute, sublicense or further make available Modules, unless the Licensor expressly decides otherwise in writing.
End Client - the Client for whom the Module is purchased, installed or implemented with the participation of a Solvti Partner and who is the direct licensee of the Module, unless Solvti expressly decides otherwise in writing.
Subscription - a paid license model covering, during the term of the Subscription, access to the Module, updates, patches, newer releases and versions of the same Module intended for different major Odoo versions, in accordance with the Store Terms, Module description and License.
One-off Purchase - a paid license model covering the right to use the Module intended for the specific major Odoo version indicated at purchase, together with the right to download updates, patches or newer releases of the same Module intended for the same major Odoo version.
Custom code - non-standard code, modifications, extensions, integrations, proprietary modules or changes in the Client’s Odoo environment that were not delivered by Solvti as part of the given Module.

§ 3. Grant of license

Subject to full payment of the remuneration due to the Licensor, the Licensor grants the Client a non-exclusive, paid, non-transferable and non-sublicensable license to use the Module within the scope specified in the License.
The License is granted for one Company, i.e. one entity indicated as the purchaser of the Module in the order, invoice or other commercial document.
The License does not cover other entities, including entities related to the Client by capital or organizational links, other companies in a capital group, the Client’s customers, subcontractors acting on their own account or other third parties, unless the Licensor expressly decides otherwise in writing.
The Client may allow Internal Users to use the Module solely to the extent necessary to use the Module for the internal needs of the Company covered by the License.
The License does not transfer to the Client any economic copyrights, intellectual property rights, trademark rights, rights to know-how or any other ownership rights to the Module.
All rights to the Module that have not been expressly granted to the Client in the License remain with the Licensor or the relevant entitled entities.

§ 4. Fields of exploitation and scope of permitted use

The License is granted in the following fields of exploitation, solely to the extent necessary for the Company covered by the License to use the Module and in accordance with the License:

a. permanent or temporary reproduction of the Module in whole or in part by any means and in any form, to the extent necessary to download, save, install, launch, load, display, apply, store, test, make a backup copy of and properly use the Module;

b. introducing the Module into the memory of a computer, server, hosting environment, test environment, production environment or other IT environment of the Client;

c. installing, launching, executing, using, displaying, applying and storing the Module in the Client’s Odoo environment;

d. making technical copies and backup copies of the Module, if this is necessary to use the Module in accordance with the License;

e. modifying, adapting, combining, configuring and customizing the Module for the Client’s internal needs, in particular for the purpose of technical integration with Odoo, the Client’s environment or the Client’s business processes;

f. use of the Module by Internal Users within the Company covered by the License;

g. use of the Module documentation to the extent necessary to install, configure, test and use the Module.

The License does not cover the following fields of exploitation or activities, unless the Licensor expressly decides otherwise in writing:

a. distribution of the Module or its copies;

b. making the Module publicly available in such a way that anyone may access it at a place and time of their choosing;

c. placing the Module on the market, sale, resale, rental, lease, leasing, lending, sublicensing or otherwise making the Module available to third parties;

d. commercialization of the Module or its modified versions;

e. using the Module to create a product competing with the Module or the Licensor’s services;

f. making the Module available in public repositories, marketplaces, app stores, open source services, file-sharing systems, online forums or other places enabling unauthorized persons to download the Module.

Permitted use of the Module covers only the internal needs of the Company covered by the License.
The Client may not use the Module to provide services to third parties in a manner that would result in making the Module available to a third party, unless the Licensor expressly decides otherwise in writing. It does not breach the License for a Solvti Partner or another technical contractor to use the Module solely to the extent necessary to install, configure, integrate or implement the Module for an End Client holding its own License, provided that such entity acts for that Client and does not acquire the right to sell, resell, distribute, sublicense or use the Module for other entities.
Modifications to the Module made by the Client are made at the Client’s sole risk. The Licensor is not liable for the operation of the Module after it has been modified by the Client, Internal Users, the Client’s subcontractors or third parties.
The making of modifications to the Module by the Client does not result in the Client acquiring economic copyrights to the Module and does not extend the scope of the License.
The Client may use a modified version of the Module solely for its own internal needs, within the Company covered by the License.

§ 5. License restrictions

Without the Licensor’s prior express consent, the Client may not:

a. sell, resell, distribute, make available, publish, rent, lease, sublicense or otherwise transfer the Module or its copies to third parties;

b. sell, resell, distribute, make available, publish, rent, lease, sublicense or otherwise transfer a modified version of the Module to third parties;

c. allow an entity other than the Company covered by the License to use the Module;

d. use one License for more than one Company;

e. remove, hide or alter copyright notices, Licensor information, intellectual property notices or license information included in the Module;

f. circumvent technical safeguards, license mechanisms, access restrictions or other protection measures applied by the Licensor;

g. use the Module to create a product competing with the Module or the Licensor’s services;

h. use the Module in a manner that breaches the law, the License, the Store Terms, the Licensor’s rights or third-party rights.

It is prohibited to make the Module or its modified versions available in public repositories, marketplaces, app stores, file-sharing systems, open source services, online forums or any other places enabling unauthorized persons to download or use the Module.
The Client may not claim to be the author of the Module, the owner of the Module or an entity authorized to resell it, unless the Licensor expressly decides otherwise in writing.
Breach of the license restrictions constitutes a material breach of the License and may result in its immediate termination, blocking access to the Module, updates or Subscription, and the Licensor pursuing claims.

§ 6. License models

The Module may be made available in the one-off purchase model or in the subscription model, in accordance with the Client’s choice made at purchase, the Module description, the Store Terms and the order confirmation.
Regardless of the selected model, the License covers only the use of the Module by the Company covered by the License, for the purposes of its internal business, within the scope specified in this License.

Detailed rules for placing orders, payments, delivery of the Module, subscription term, termination, invoicing and refunds are set out in the Store Terms, unless this License provides otherwise with respect to the rights to use the Module.

§ 7. One-off Purchase

In the case of a One-off Purchase, the License covers the right to use the Module intended for the specific major Odoo version indicated at purchase, in the Module description, order confirmation or in the file made available to the Client.
As part of a One-off Purchase, the Client is entitled to download, without an additional fee, updates, patches or newer releases of the same Module intended for the same major Odoo version for which the Module was purchased, if such updates, patches or newer releases are made available by the Licensor.
A One-off Purchase does not include the right to versions of the Module intended for other major Odoo versions, upgrades to subsequent major Odoo versions, new products, separate modules, individual customizations, new functionalities created to the Client’s order or technical support, installation, configuration, integration or programming services, unless the Module description or a separate arrangement of the parties expressly provides otherwise.
If the Client wishes to use the Module in a major Odoo version other than the version covered by the One-off Purchase, a separate purchase of the relevant Module version or conclusion of a separate agreement, in particular a Subscription agreement, may be required.
Making updates, patches or newer releases of the Module for the same major Odoo version available to the Client does not constitute an obligation of the Licensor to develop the Module, maintain its compatibility, fix errors, issue patches, create updates or deliver specific functionalities in the future. The scope, frequency, nature and timing of any updates, patches or newer releases depend on the Licensor’s decision.

§ 8. Subscription

1. In the case of a Subscription, the License covers, for its term, the right to use the given Module and access to all versions of that Module made available by the Licensor and intended for different major Odoo versions, provided that the relevant Module version is available in the Solvti online store, the Client Account or another channel made available by the Licensor.
2. As part of the Subscription, the Client is entitled to download updates, patches, newer releases and versions of the given Module intended for different major Odoo versions, made available by the Licensor during the Subscription term.
3. Access under the Subscription concerns the same Module and does not automatically include other products, separate modules, individual customizations, new functionalities created to the Client’s order, technical support, installation, configuration, integration or programming services, unless the Module description or a separate arrangement of the parties expressly provides otherwise.
4. Updates, patches, newer releases and versions of the Module made available under the Subscription do not mean an obligation to add specific functionalities expected by the Client, perform individual modifications, provide technical support, installation, configuration, integration or programming services for the Client. The scope, frequency, nature and timing of making updates, patches, newer releases and versions of the Module available depend on the Licensor’s decision, technical needs, changes in Odoo, security, compliance and development of the Module.
5. The Client’s right to download Module versions under the Subscription applies only to versions actually made available by the Licensor and does not mean an obligation to create, maintain or make available the Module for every Odoo version.
6. After the end of the Subscription, the Client loses the right to download updates, new versions, new files, patches, upgrades and other benefits available only to active subscribers.
7. The end of the Subscription does not in itself create an obligation to cease using the Module downloaded during the Subscription term, provided that further use falls within the scope of the License, concerns the Company covered by the License and does not breach the Store Terms or the Licensor’s rights.

§ 9. Solvti Partners and implementations for end clients

The Module may be acquired or implemented through a Solvti Partner only if the Solvti Partner acts on the basis of an authorization, partnership agreement, offer, order, or other arrangement with the Licensor.
The acquisition, transfer, or implementation of the Module through a Solvti Partner does not change the rules for using the Module by the end customer. The end customer may use the Module only on the basis of the License and within the scope specified therein.
One License covers one Company. Unless the Licensor expressly decides otherwise, a separate License is required for each end customer that is a separate Company, separate legal entity, or separate entrepreneur.
A License granted to one end customer does not authorize the Solvti Partner, the Customer, or any other entity to use the same Module for another end customer, in another Company, in another legal entity, or for the purposes of another entrepreneur.
The end customer may not rely on the Solvti Partner’s rights, its relationship with the Solvti Partner, or any arrangements made with the Solvti Partner in order to extend the scope of the License, in particular with respect to the number of Companies covered by the License, the right to distribute, sublicense, resell, or make the Module available to third parties.
The rules governing the Solvti Partner’s liability towards the Licensor, including obligations relating to the registration of implementations, settlements, distribution, support for end customers, and liability for breaches, are set out in a separate agreement or other arrangement concluded between the Licensor and the Solvti Partner.

§ 10. Payment and condition for effectiveness of the License

The License is granted subject to full and effective payment of the remuneration due to the Licensor for the Module or Subscription.
Until full and effective payment of the remuneration, the Client is not entitled to use the Module, unless the Licensor expressly decides otherwise.
Reversal of payment, initiation of a chargeback procedure, challenging a payment or any other attempt to reverse a transaction after delivery of the Module does not release the Client from the obligation to pay the remuneration due to the Licensor.
In the event of non-payment, payment reversal, chargeback, unauthorized payment or a justified suspicion of abuse, the Licensor may suspend or restrict the License, access to the Module, updates, new versions, Subscription or other benefits, independently of other rights available to it under the Store Terms, the License or legal provisions.

§ 11. Updates, withdrawal of the Module and end of development

The Licensor may change, develop, update, patch, limit, withdraw or end the development of Modules, in particular with respect to older Odoo versions, outdated modules, modules that are not cost-effective to maintain or modules whose further maintenance would be technically or commercially unjustified.
Withdrawal of the Module from sale, end of its development or restriction of its availability does not deprive the Client of the right to use the Module already downloaded in accordance with the License, provided that the Client complies with the License, the Store Terms and legal provisions.
The Licensor is not obliged to ensure compatibility of the Module with future Odoo versions, future dependency versions, future changes to the Client’s infrastructure, third-party modules or custom code, unless the parties have expressly agreed otherwise.

§ 12. No technical support under the License

The License does not include free technical support, consulting, implementation, installation, configuration, error analysis, integration, programming work, customization of the Module to the Client’s environment, training or assistance in using the Module.
Technical support, consulting, installation, configuration, error analysis, customization, expansion, integrations and other additional services may be provided only on the basis of separate arrangements of the parties and the Licensor’s individual quotation.
Reports concerning delivery of the file, an incorrect file, a damaged ZIP archive, invoice or payment are handled in accordance with the Store Terms and do not constitute technical support concerning the operation of the Module in the Client’s environment.

§ 13. Client obligations

The Client is obliged to use the Module in accordance with the License, the Store Terms, the Module description, documentation, good technical practices and legal provisions.
The Client is obliged to protect the Module against unauthorized access, copying, making available, publication, leakage or use by unauthorized persons.
The Client is obliged to ensure that Internal Users comply with the License.
Before installing, configuring, using or modifying the Module, the Client is obliged to make a backup copy of the data, code, configuration and environment in which the Module is to be used.
The Client is responsible for its own Odoo environment, configuration, data, dependencies, permissions, modules from other suppliers, custom code and any modifications to the Module made by the Client or on its behalf.
The Client is obliged to promptly inform the Licensor of any unauthorized use, disclosure, publication, leakage, security breach or breach of the License concerning the Module of which the Client becomes aware.

§ 14. Intellectual property

The Module, code, structure, architecture, logic, documentation, names, designations, trademarks, graphic materials, content and other elements of the Module are protected by intellectual property law.
The Licensor retains all intellectual property rights to the Module, regardless of whether the Client has modified it for its own needs.
Modifications to the Module made by the Client may not be used in a manner infringing the Licensor’s rights; in particular, they may not be sold, sublicensed, made available, published or distributed as a standalone product or as part of a third-party product.
The Client may not remove or alter copyright notices, Licensor designations or license information included in the Module.
If the Client transfers the Module to Internal Users within the scope permitted by the License, it should preserve in the Module the copyright notices, Licensor designations and license information.
No provision of the License may be interpreted as transferring to the Client any intellectual property rights to the Module, documentation, Solvti designations, know-how, technology, source code or other elements belonging to the Licensor.

§ 15. Client data and environment

The Client is responsible for its own Odoo environment, configuration, data, dependencies, permissions, infrastructure, modules from other suppliers, custom code and any modifications to the Module made by the Client or on its behalf.
Before installing, configuring, using or modifying the Module, the Client is obliged to make a backup copy of the data, code, configuration and environment in which the Module is to be used.
The Client should independently verify whether the Module is intended for the appropriate Odoo version and whether it corresponds to the Client’s environment, configuration, dependencies, modules from other suppliers and custom code.
The Licensor is not liable for the consequences of installing, configuring, using or modifying the Module without making a backup copy, without prior tests or in an environment inconsistent with the Module description, the License or the Module’s intended purpose.

§ 16. No guarantee and exclusion of statutory warranty

The Module is made available on an “as is” basis, i.e. in the condition existing at the time of delivery or making available to the Client.
To the fullest extent permitted by law, the Licensor excludes liability under statutory warranty for defects in the Module towards the Client.
The Licensor does not provide any quality guarantee, compatibility guarantee, uninterrupted operation guarantee, error-free operation guarantee, fitness-for-purpose guarantee, guarantee of achieving specific business results or guarantee of compliance with the Client’s individual needs, unless a separate guarantee document expressly provides otherwise.
An indication that the Module is intended for a specific Odoo version means that the Module has been prepared for that Odoo version, but does not mean a guarantee that the Module will work in every Client environment, with every configuration, with every set of modules, with every modification or with every custom code.
The Client acknowledges that the Client’s IT environment, Odoo configuration, dependency versions, other modules, custom code, infrastructure, user permissions, Client data and installation method may affect the operation of the Module.

§ 17. Exclusions and limitations of liability

The Licensor is not liable for errors, irregularities, interruptions, conflicts, data loss, performance degradation, incompatibilities, failures or other consequences resulting from:

a. interaction of the Module with modules, applications or extensions from other suppliers;

b. custom code, non-standard Odoo modifications or changes in the Client’s environment;

c. modifications to the Module made by the Client, Internal Users, the Client’s subcontractors or third parties;

d. incompatibility of Odoo versions, dependencies, libraries, infrastructure or environment;

e. installation, configuration or use of the Module by the Client or third parties;

f. use of the Module contrary to the License, the Store Terms, the Module description, documentation or intended purpose;

g. lack of a backup copy, lack of tests or lack of updates to the Client’s environment;

h. acts or omissions of third parties;

i. changes in Odoo, including technical, legal, licensing or business changes introduced by the Odoo provider.

The Licensor’s liability towards the Client under the License, the Module, Subscription, use of the Module or inability to use the Module is limited to the actual damage suffered by the Client and to the amount of remuneration paid by the Client for the Module to which the claim relates in the period of 12 months preceding the event causing the damage.
The Licensor is not liable for lost benefits, loss of revenue, loss of profits, loss of data, business interruptions, costs of substitute services, costs of restoring the environment, costs of the Client’s own work, indirect, consequential, collateral or incidental damages, unless mandatory provisions of law provide otherwise.
The limitations and exclusions of liability do not apply to damage caused intentionally or in other cases in which liability cannot be limited or excluded under mandatory provisions of law.

§ 18. Breach of the License and termination

The Licensor may terminate the License with immediate effect if the Client:

a. breaches the license restrictions;

b. makes the Module available to a third party without authorization;

c. resells, sublicenses, publishes or distributes the Module or its modified version;

d. uses one License for more than one Company;

e. removes or circumvents technical safeguards, license information or copyright notices;

f. has failed to pay the due remuneration;

g. has reversed a payment or initiated a chargeback procedure without a legal basis;

h. uses the Module in a manner that breaches the law, the Licensor’s rights or third-party rights.

If the License is terminated, the Client is obliged to cease using the Module, delete the Module and its copies and, at the Licensor’s request, confirm that these actions have been performed.
Termination of the License does not deprive the Licensor of the right to pursue payment of due remuneration, damages, return of unjustly obtained benefits or other claims provided for by law.
Provisions concerning intellectual property, distribution prohibitions, confidentiality, exclusions of liability, limitations of liability, governing law and dispute resolution remain in force also after termination or expiry of the License.

§ 19. Contractual Penalties

In the event of the sale, resale, sublicensing, publication, distribution, making available to a third party, placing on the market, or any other commercialization of the Module or its modified version in breach of the License, the Customer shall pay the Licensor a contractual penalty of EUR 25,000 for each instance of breach.
In the event that one License is used by more than one Company, or that use of the Module is enabled for an entity not covered by the License, the Customer shall pay the Licensor a contractual penalty equal to three times the License fee due for each unauthorized use, but not less than EUR 10,000 for each instance of breach.
In the event of the removal, concealment, alteration, or circumvention of copyright notices, license information, technical safeguards, licensing mechanisms, or other protective measures applied in the Module, the Customer shall pay the Licensor a contractual penalty of EUR 10,000 for each instance of breach.
In the event that the Module or its modified version is made available in a public repository, marketplace, app store, file-sharing system, open-source service, internet forum, or any other place enabling the Module to be downloaded or used by unauthorized persons, the Customer shall pay the Licensor a contractual penalty of EUR 25,000 for each instance of breach.
Payment of a contractual penalty does not exclude the Licensor’s right to claim damages exceeding the amount of the stipulated contractual penalty, to demand cessation of the breaches, removal of the effects of the breaches, surrender of unjustly obtained benefits, or to use any other remedies provided by law.
The contractual penalties specified in this section are due irrespective of the Licensor’s right to terminate the License, block access to the Module, updates, or Subscription, and pursue other claims arising from the License, the Store Terms and Conditions, or applicable law.

§ 20. License compliance audit

The Licensor may ask the Client to confirm that use of the Module is carried out in accordance with the License, in particular with respect to the Company covered by the License, the number of implementations, the scope of use and the absence of unauthorized distribution.
The Client should provide the Licensor with reliable information within a reasonable time limit, not shorter than 7 Business Days from receipt of the request.
If there is a justified suspicion of a material breach of the License, the Licensor may request additional explanations or documents necessary to verify compliance of the use of the Module with the License, with respect for the Client’s trade secret.
If the verification shows use of the Module without the required License, the Licensor may demand payment of the appropriate license remuneration, cessation of breaches and pursue other claims provided for by law.

§ 21. Amendments to the License

The Licensor may amend the License for important reasons, in particular in the event of a change in law, change in the Module offer, change in license models, change in technology, change in Subscription rules, end of sale or development of the Module or the need to clarify provisions of the License.
Modules acquired before amendment of the License are governed by the version of the License in force at the time of purchase, unless the Client accepts the new version of the License or the amendment results from mandatory provisions of law.
In the case of an active Subscription, the Licensor will inform the Client of an amendment to the License in a manner enabling the Client to read the amendments before they enter into force, in particular by e-mail, notice in the Account or information in the Store.
An amendment to the License may not deprive the Client of acquired rights to use the Module already downloaded in accordance with the License, unless the amendment results from mandatory provisions of law, protection of third-party rights, security, prevention of abuse or the need to remedy a material breach of the License.

§ 22. License Changes

The Licensor may amend the License for important reasons, in particular in the event of changes in law, changes in the Module offering, changes in licensing models, changes in technology, changes to Subscription rules, discontinuation of the sale or development of the Module, or the need to clarify the provisions of the License.
For Modules purchased before the License change, the version of the License in force at the time of purchase shall apply, unless the Client accepts the new version of the License or the change results from mandatory legal provisions.
In the case of an active Subscription, the Licensor shall inform the Client about changes to the License in a manner that allows them to review the changes before they take effect, in particular via email, a notification in the Account, or information in the Store.
A change to the License shall not deprive the Client of acquired rights to use a Module already downloaded in accordance with the License, unless the change results from mandatory legal provisions, the protection of third-party rights, security requirements, prevention of abuse, or the necessity to remedy a material breach of the License.

§ 23. Governing law, language and disputes

The License is governed by Polish law.
The Polish version of the License is the binding version. Versions of the License in other languages, including English, are auxiliary, unless the Licensor expressly indicates otherwise.
Any disputes arising from the License, the Module, Subscription or use of the Module will be resolved by the common court having local jurisdiction over the Licensor’s registered office, unless mandatory provisions of law provide otherwise.
The parties may attempt to resolve the dispute amicably before bringing the matter to court, in particular through e-mail contact and exchange of positions.

§ 24. Final provisions

The License applies from the date indicated above, unless another date is indicated for a given Module, order or order confirmation.
If any provision of the License proves invalid, ineffective or unenforceable, this does not affect the validity of the remaining provisions of the License.
In matters not regulated by the License, the Store Terms, Module description, order confirmation and provisions of Polish law apply.

In the event of a conflict between the License and the Store Terms with respect to rights to use the Module, license restrictions, intellectual property or distribution prohibitions, the provisions of the License prevail, unless mandatory provisions of law provide otherwise.

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