Parties:

• Recycly Software Ltd (company registered in England, company number 15144294, VAT number GB932497012), whose registered office is 340 The Crescent, Colchester, Essex, CO4 9AD and which trades as “Junari” (“Recycly”, “Junari”, “The Company”).
• Customer of Recycly Software Ltd trading as Junari (“Customer”).
  

Interpretation:

• For the purposes of this Agreement, all references to “Junari Ltd.”, “Junari”, “The Company”, or similar variations shall be interpreted as referring to Recycly Software Ltd (company number 15144294) trading as “Junari”, which has assumed responsibility for all customers previously serviced by Junari Ltd.

• All rights, obligations, charges, and references within these Terms or any other documentation or reports that previously applied to Junari Ltd. shall now apply to Recycly Software Ltd t/a Junari.
  

Terms:

SYSTEM / SYSTEMS / SOFTWARE means all ERP systems, applications, and other software developed by The Company, including named products such as JAMS.

STANDARD SUPPORT means support provided to keep the software operational and to resolve reproducible system defects or bugs, in accordance with any applicable Service Schedule. Standard Support does not include training, onboarding, walkthroughs, configuration changes, feature requests, enhancements, advisory services, or business process guidance.

1. Quotations, project proposals and all other documents specifying costs for our products and services are deemed to be subject to these Terms and Conditions and shall be valid for 30 days unless otherwise stated on the document or in writing by The Company, and any changes to scope of work will be agreed in writing as a variation on these terms and conditions / contract and may affect the cost(s) and timescale(s) provided.

1.1. Odoo Enterprise customers will have a direct agreement with Odoo, and be subject to Odoo’s terms and conditions.

1.2. Third-Party purchases, such as those from the Odoo App store, will be re-charged directly to the Customer without markup, and only The Company's time in downloading, installing, configuring, testing, deploying, and other time spent will be charged.

1.3. Work carried out for enhancements or fixes outside the scope of Standard Support or an agreed Service Schedule will be billable, and may be delivered on a PAYG basis at the Company’s then-current rates. The Company will not be held accountable for the quality of any core platform beyond the agreed scope.

1.4 If a decision is taken to not include the JAMS website as part of your initial implementation, there will be a fee to cover any time from The Company thereafter to help with implementation, training etc.

1.5. For JAMS users, see here for details on ensuring your website meets WCAG 2.1 standards, and how responsibility is allocated between your organisation and The Company.

2. Unless specified, charges in any Agreement are exclusive of Value Added Tax (VAT), which, if applicable, shall be added at the rate in force at the time of supply. Invoices shall be payable in Pounds Sterling within any other period stated for a particular charge or invoice but in any event no later than 30 days of the invoice date.

3. The Company reserves the right to withdraw or amend any quotation or proposal prior to or following the Agreement where:

3.1. Products or Services are withdrawn by The Company;

3.2. Customer requirements change significantly or are beyond our service offering or expertise;

3.3. Specifications of Products or Services are varied by The Company.

4. Customer orders, statements of works, project definitions – and other such documents, shall be subject to these Terms and Conditions and to the availability of all relevant Products and Services.

5. Invoices: Unless otherwise specified in writing by The Company, invoices will be submitted to the Customer for any Sprint work on shortly after the Planning session (during which we agree how many Points will be delivered), and the due date for payment shall be set to approximately 7-10 working days from the date of the invoice.

6. User Accounts: Unless otherwise specified in writing by The Company, monthly support, hosting (where applicable) and maintenance fees shall be invoiced on the 1st of each month and strictly due for payment on the invoice due date, typically three to four working days before the end of that same month.

6.1. For the avoidance of doubt: a user is defined as a single login with any level of access to a SYSTEM, or where a single person via a third-party SYSTEM is accessing a SYSTEM with any level of access. The exceptions to this ‘user’ definition are:

6.1.1.User accounts needed for the effective operation of the SYSTEM as set up by The Company, such as those labelled ‘Administrator’ (OpenERP or Odoo Community), ‘FileIt’ or ‘Integration’.  Note that in the case of Odoo Enterprise, you will be liable for paying Odoo for the Administrator user account required for The Company to access your SYSTEM, but The Company will not charge for this user account.

6.1.2.User accounts with portal only access, who may be free of charge (e.g. for retail), or charged at a reduced fee (e.g. for contractor access).

6.2. In order to avoid being billed for inactive users, it is the responsibility of the Customer to deactivate such users or to inform The Company at least 3 working days before the date of the next monthly invoice. Failure to do so will mean stated users are billed as per standard users.

6.3. The minimum number of users per SYSTEM is 3, unless otherwise agreed and documented with both parties. Without prejudice to any other rights, if any invoices are not paid when due, The Company may charge Customer interest on the outstanding amounts at the rate of 3% above the base rate of the Bank of England from time to time in force or such other rate as may be permitted under the Late Payment of Commercial Debts (Interest) Act 1998 from time to time. Payment terms and / or due date are specified on each invoice and must be strictly adhered to.

6.3.1. Without prejudice to any other rights or remedies available, The Company reserves the right to temporarily deactivate or restrict access to any hosted SYSTEM in the event of late payment, where reasonable attempts to obtain payment have been made by email and/or telephone. Service may be reinstated once outstanding sums have been received in full or a payment plan has been agreed in writing.

6.4. If within any 12 month period, there are 3 or more incidents of The Company not receiving payment from a Customer for invoices from The Company. within the date set on the invoice, The Company reserves the right to (i) deactivate any of that Customer’s SYSTEMS hosted by us, and / or (ii) insist that all future payments are to be made via GoCardless or similar Direct Debit SYSTEM of The Company’s specification.

6.5. Any upgrades to your Sage 50 Desktop Connector are not included in monthly user fees, and will be charged at our standard hourly rate.

6.6. If data import/migration has been identified as part of the agreed initial project scope, monthly billing will start once data has been imported/migrated and verified by the customer as being correct, or within 15 days of data being imported/migrated.  If no data is to be imported/migrated as part of agreed initial project scope, monthly fees will start as soon as one or more users have access to usable features of a live (i.e. non-test) instance of the SYSTEM.

6.7. The Company reserves the right to use a UK-based third-party specialist Data Migration Provider for projects. In this circumstance:

6.7.1. The Data Migration Provider and The Company will always be under Mutual NDA.

6.7.2. The Data Migration Provider will put in place, a Mutual NDA between you and them. You can provide your own NDA template if you wish, providing that it is valid, and legal, and fit for purpose.

6.7.3. Data Migration work will be subject to the Data Migration Provider’s Terms and Conditions.

6.8. The Company's bespoke Odoo systems (inc. JAMS) will be tested to function as intended on Google Chrome, Mozilla Firefox, and Microsoft Edge browsers.

6.9. In situations where The Customer has corrupted or deleted data and the only valid option is to restore some or data from a backup, The Company will endeavour to do so in as short as time as possible, although in some circumstances exact time frames cannot be guaranteed.

6.9.1. Under conditions where data being restored was deleted or corrupted due to user error, any work involved will be billable at The Company's standard hourly rate.

6.9.2. Under conditions where data being restored was deleted or corrupted due to a system error, the restore will be carried out at no cost.

7. The Customer shall not be entitled to cancel any order for Product(s) and/or Service(s) or any part thereof once agreed for any reason including, but not limited to, “reasons of convenience” except upon terms which reimburse The Company for loss of Profit and all costs, charges and expenses incurred by The Company in respect of the Product(s) and/or Service(s) or any part thereof up to the date of receipt by The Company of written notification of cancellation from the Customer.

8. Support Services

8.1. The Company shall provide Standard Support as set out in this agreement and any applicable Service Schedule.

8.2. “Standard Support” includes the resolution of reproducible system defects or bugs and clarification of existing documented functionality.

8.3. Standard Support does not include training, onboarding, walkthroughs, configuration changes, feature requests, enhancements, advisory services, business process guidance, or assistance arising from user error or misunderstanding.

8.4. Support is provided on a fair and reasonable use basis. If a Customer’s support usage is materially higher than that of other customers on the same plan, the Company may:

Limit support;

Require migration to a different pricing model;

Transition the Customer to pay-as-you-go support;

Terminate the Agreement on notice.

8.5. The Company has sole discretion to determine whether an issue constitutes a defect, a Standard Support request, or a chargeable service.

8.6 Unless specified otherwise, you MUST use the correct channels of reporting for general queries, issues / bug reports, new features requests or feature adjustments. This may include our online portal, a specific email address (e.g. support@junari.com). Failure to do so means that we cannot guarantee a timely response, and it is likely there will be delays in the delivery of your project and/or in the time it takes for us to respond.

9. The Company reserve the right to increase our monthly hosting / support / maintenance prices (per user / module / other) by a minimum of 3% every year, (usually taking effect from your January or February invoice), and not within the first 6 months of your SYSTEM going live.  Note that this does not apply to payments made to Odoo directly (for which Odoo set pricing, and your agreement is with Odoo).  For existing customers, a reminder of annual increases is included in the emails that accompany your monthly invoices.

10. Core platform upgrades for Odoo Community (e.g. Odoo 14 Enterprise or Community to Odoo 17 Enterprise or Community) are not built into our set up or monthly pricing. This is in order for us to remain flexible and to upgrade when we determine it to be appropriate, rather than to charge additional annual fees due to inflexible and unnecessary processes.  The Company develops SYSTEMS in the most future-proof manner possible by assessing our approach and how we implement features in the back-end, thereby mitigating known risks.  The majority of our features are integrated into our proprietary modules in order to provide customers with more features “out of the box”, and keep your monthly fees and upgrade costs down. By way of example, we expect customers using Odoo Community to incur an upgrade cost approximately every 3 years, of between £10k and £30k based on the complexity of their SYSTEM, but commit to supporting SYSTEMS for a minimum of five years regardless of whether they have been upgraded to the most recent platform we offer. The cost of upgrade for Odoo Enterprise Customers will vary based on the total amount of customisations, and at any time where a newer version of Odoo is available, we can provide you with an estimate for carrying out such upgrade.  Any issues with Odoo’s upgrade scripts will not be The Company's responsibility and must be reported to Odoo directly by you, although The Company may be able to assist with this. Further information about this available from us upon request and included in all proposals for you to review prior to making any commitment to a project with The Company .

10.1 Odoo release a new major version of their Enterprise and Community editions each October. We recommend that you do not use a version of Odoo which is more than 3 years / versions old, especially considering Odoo’s End of Life support policy of this duration. The Company will endeavour to remind you via email when your system is nearing end-of-life support, and will endeavour to continue to reminding you of this until such time as you decide to upgrade, or accept the risks. In the latter case, The Company may enforce either (a) a 100% increase in your monthly support contract, or (b) to fix any core Odoo issues (i.e. issues with features of your system not developed by The Company) on a pay-as-you-go basis at our standard hourly rate.

10.2 Core platform upgrades for Odoo Enterprise should be carried out by The Company, and typically cost between £4k and £25k (typically between £10k and £18k) depending almost entirely on how much your system was customised. Note that, upgrade work required for The Company core apps shared amongst multiple customers will not be billed for when upgrading to any Odoo version that The Company has formally confirmed supporting, which as of July 2022, is every even-numbered version of Odoo (e.g. 14, 16, 18).

10.3 The Company may include the Odoo Studio app for the entire duration of usage of your SYSTEM, as this may be one of the means The Company decide to use to develop your SYSTEM.  The Company reserve the right to disable your access to Odoo Studio in order to ensure that we support only enhancements made by us to your SYSTEM. As of Odoo’s pricing changes announced in October 2022, Odoo bills per user (vs. per module), so no additional fee will be incurred for having the Odoo Studio app installed.

10.4 Any changes carried out via Odoo Studio or other Developer Tools (including those built into Odoo) by parties other than The Company and without The Company's written consent may affect the functionality, stability, and performance of your system and are therefore strictly forbidden and not covered any agreement between The Customer and The Company. As such, The Company will charge for any time spent investigating, and/or undoing or fixing issues arising.

10.5 When working on Odoo upgrades, The Company may still allocated “Story Points” to tasks for our stats and capacity planning, but typically issue invoices based on the number of days. This is due to the different balance of disciplines involved in an upgrade, which usually require far less project management and requirements gathering, but more testing.

10.6 Installation of any Odoo apps (from the official Odoo App Store or other location) is strictly prohibited for any SYSTEMS, unless written permission has been granted by The Company for that/those specific app(s). Installation without permission may incur additional costs from The Company to uninstall, and/or repair any damage which has been done by the installation of such apps. The Company bills for the safety checking of any such apps, as apps on the official Odoo App Store (and other similar Odoo App stores) are not vetted by any party prior to their listing being accepted.

11. All Odoo modules with an Author matching any variation of The Company's name (e.g. “Junari” / “Junari Ltd” or any similar variation) are to be considered proprietary to The Company and MUST NOT be used or distributed or made available to any organisation in any form without our prior written consent, except where the name of the module clearly identifies that it was custom-built for your organisation.

11.1. Should the agreement between the Customer and The Company be terminated by either party for any reason, any modules which are part of The Company's library (determined as: “those which can be evidenced as not having been created specifically for your SYSTEM”) shall remain the property of The Company , and a fee may be incurred to purchase the right to use such modules in perpetuity.

12. The term of this Agreement is ongoing. Upon completion of the initial implementation phase and live use, either party may cancel the Service by giving not less than 30 days’ written notice for any reason. Termination may occur where continued provision of services is no longer commercially viable for the Company.

12.1 Support During Notice Period: where a monthly-paid Support Agreement is in place, during any period of notice following termination of this Agreement by either party, the Company may limit support to defect resolution only. The Company is not obliged to provide training, enhancements, configuration changes, walkthroughs, advisory services, or “how-to” assistance during a notice period.

12.2 Pay-As-You-Go Support: Where a monthly-billed support agreement is in place, following termination of this Agreement, any further work, including but not limited to defect resolution, configuration changes, advice, walkthroughs, or calls, shall be provided on a pay-as-you-go basis at the Company’s then-current pricing, payable in advance.

13. Unless specified otherwise in an agreement with written acceptance from both parties:

13.1. Any intellectual property (e.g. code) written specifically for The Customer by The Company belongs to The Customer.

13.2. The Company's standard library of apps have been created in such a manner that the minimum viable functionality can exist in isolation, so, should you choose to move to another provider, any apps or other functionality you have purchased from The Company, either directly or as part of paid work, will be made available to you as part of that ceasing of our agreement.

13.3. Where a minimum of 30 days notice has been given by The Customer to The Company to cease our working relationship, The Company will endeavour to provide you with intellectual property which you have rights to, as specified above within 7 days before or after the ending of your notice period.

13.4. The Company will endeavour, within 14 days following the ending of your notice period, to delete The Customer’s instance of the software and all associated data, apps, and code.

13.5. The Company shall provide, where possible and upon request, an export of the Customer’s data in Microsoft Excel spreadsheet format to the Customer if requested to do so.  This to be completed not less than 7 days prior to the completion of the notice period, and any time after.  This shall be charged at The Company's standard hourly rate at the time the work is carried out. This data will not be re-imported/re-migrated later without both parties’ prior agreement and for such work, The Company will charge standard hourly rate at the time the work is carried out.

14. For the duration of the software implementation phase of this contract, termination for reason of convenience is not permitted. Should the Customer cancel during this phase of the Agreement, The Company reserves the right to issue invoices based upon the level of effort expended up to and including date of termination. Either party may terminate this Agreement or any subsequent Project Contract immediately by giving written notice to the other in any of the following events:

14.1. If the other party commits any material breach of any of the terms and conditions of this Agreement and fails to remedy that breach (if capable of remedy) within 30 days after notice from the other party giving full particulars of breach and requiring it to be remedied; or

14.2. If either party considers there has been an irreconcilable breakdown in communications; or

14.3. If the other enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or if it suffers any analogous process under any foreign law.

15. The Company undertakes to provide a reasonable level of care and skill in carrying out its duties and does not warrant anything above this level. The Company shall not be liable for any shortfalls in delivery or variation from specification on delivery unless a claim in writing is made by the Customer within 30 days of receipt of service or product.

16. If, as a result of defects or exclusions in a delivery of Products or the provision of Services, the Customer does not accept the delivery within 30 days of receipt, further work may be agreed between the parties to remedy such defects. The Company shall use reasonable endeavours to undertake such work without delay as far as is possible.

16.1 Bug fixes will be implemented by The Company on Ad-hoc work carried out by The Company outside of a project (e.g. Success Packs), and where the Customer is not paying a monthly fee to The Company, within a 30 day period of related deliverables being made available.

16.2 Where The Company has done preparatory work for a project or success pack which has been given the go ahead without a specific start date, and there are delays due to the Customer of 3 months or more, The Company will use an appropriate number of hours funded by the customer (pre-paid or invoiced as part of a project meeting or sprint) to familiarise themselves with your requirements.

17. The Company does not warrant that the Products are free from minor errors not materially affecting performance. Such errors shall not be rectified in the absence of a prior written agreement to the contrary.

18. The undertaking given in this Clause shall not apply if the Product has been altered by any party other than The Company or has been operated or run on any platform or in any environment deemed to be inappropriate for the Product by The Company.

19. Overall liability is capped to the value of your proposal and/or contract only plus 25% and indemnities will only be provided in respect of significant failure to deliver against the proposal, loss of IPR, death, bodily injury or property damage. Liability is excluded for consequential, special or indirect damages, loss of profits and liquidated damages.

20. Dispute resolution procedure – If any dispute arises between the parties, a director or other senior representative of each party will, at the request of either party, meet in a good faith effort to resolve the dispute.

20.1. If the dispute is not resolved at that meeting or if no such meeting takes place within 10 days of it being requested, either party may propose that the dispute be referred to mediation and the other party will consider this proposal in good faith.

20.2. The mediator, if not appointed by agreement between the parties, will be nominated by an independent notary. The rules of procedure for the mediation shall be determined by the mediator in consultation with the parties.

20.3. The language to be used in the Arbitral proceedings shall be English and the place of arbitration shall be London unless otherwise mutually agreed.

20.4. The decision of the arbitrator shall be final and binding on the parties and will be enforceable in the courts including the court of any jurisdiction in which either of the parties has its principal office.

21. Confidentiality – Each party undertakes to use all documents and all technical, commercial, financial and other information obtained from the other party in connection with this Agreement or any subsequent Project Contract, or with the negotiations leading up to it, solely for the purpose of performing this Agreement or any subsequent Project Contract, to treat them confidentially and to make them available or disclose them to third parties only so far as it is necessary for the performance of this Agreement or any subsequent Project Contract. Further, each party undertakes not to disclose to any person, without the previous written consent of the other party, the existence of any term of this Agreement or any subsequent Project Contract, or the existence of any information about any dispute or disagreement between the parties.

22. The obligations of confidentiality set out above shall not apply to any documents or information which a party can show:

23. At the time of its acquisition was in, or at a later date has come into, the public domain, other than following a breach of this clause 6;

24. It knew prior to first disclosure to it by the other party; or

25. It received such information independently from a third party with the full right to disclose.

26. The obligations of confidentiality set out above shall remain in effect after the termination of this Agreement or any subsequent Project Contract and the parties shall impose corresponding obligations on their employees involved in the performance of this Agreement or any subsequent Project Contract for a period of one year

27. Failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver or bar to exercise of that right or remedy. No waiver by either party of any requirements of this Agreement or any subsequent Project Contract, or of any remedy or right under this Agreement or any subsequent Project Contract shall have effect unless given in writing, signed by that party. No waiver of any particular breach of the provisions of this Agreement or any subsequent Project Contract shall operate as a waiver of any repetition of such breach.

28. The terms and conditions of this Agreement or any subsequent Project Contract represent the entire agreement between the parties relating to its subject matter.

29. Where The Company is hosting the solution for the Customer, The Company reserves the right to terminate the service with 90 days’ notice at any time without reason. If this is done within the initial 12-month period, no further payments will be taken and all Customer data will be returned in either Excel format or CSV format files representing each human-readable table of information following the notice period.

30. This clause relates to system usage and resource consumption, and is separate from support usage as described in Clause 8. All services are subject fair use, such as follows:

30.1. If in the reasonable opinion of The Company, a Customer’s use is excessive, we may ask the Customer to moderate their usage or propose increased fees. A notification to The Company is triggered when a single user account is being used for more than 100 hours per week or when the total storage per user on average exceeds 2GB per user / per year, up to a maximum of 5GB per user.

30.2. If, after The Company have asked the Customer to moderate their usage they fail to do so within 14 working days, The Company reserves the right to take one of the following measures:

30.2.1. levy a one-off or ongoing charge for the excessive element of their usage and / or (ii) cap usage

30.2.2. (in extreme circumstances) suspend or give notice to terminate the Customer’s service.

31. Where research and/or training is conducted by us in order to fulfil requirements for development of a SYSTEM delivered via Success Packs, Agile Projects, or otherwise, The Company calculates billable time based on a Fair Usage policy, such that costs may be partially covered by us or hours credited to you where deemed at The Company's discretion to be a knowledge gap that we should have had the skills or knowledge already.

32. Where we may decide to involve additional persons after an initial purchase of hours or project work and this is due to an oversight on our capacity planning, we will not bill you for the onboarding or technical setup time for these persons.

The Customer’s acceptance of any Quote, Proposal, Specification of Work, Schedule, Addenda or other document describing any type of work to be carried out by The Company for the Customer constitutes full acceptance of both parties to all Terms and Conditions of this Agreement, as does continued use of any SYSTEM hosted by The Company.

33. In order to send outbound emails from more than one email address from a system built with Odoo by The Company, your mail service must support relaying. Where this is not the case, The Company shall bill for any time investigating and implementing workarounds or suggesting alternative solutions.

34. SYSTEMS in a Test Environment: As part of your project implementation you will be granted access to a Test SYSTEM or Sandbox SYSTEM. The purpose of this SYSTEM is to allow you to test newly-developed features or functionality before they are released to your live production environment. Test SYSTEMS should never be used to hold mission-critical business data (that has not been recorded elsewhere) because they may be “reset” by us at any time when we release new features for testing.