1. Definitions

• “Service Provider” – Hagibis Ventures, Inc.
• “Client” – the legal entity purchasing Production Support.
• “Support Pack” – any prepaid bundle of support hours (Essential / Growth / Scale / Premium / Elite).
• “Credits” – 15-minute time blocks deducted from the Support Pack (1 credit = 15 min).
• “Business Hours” – Monday–Friday 09:00–18:00 Philippine Time (PHT), excluding Philippine public holidays.
• “Ticket” – any request logged in the Hagibis Help-desk system or acknowledged by a consultant.

2. Support Plans & Pricing

Prices exclude VAT. Travel for on-site support is billed separately.

3. Scope of Services

For existing clients, support covers only the Odoo modules implemented by Hagibis Ventures, Inc. (and any later additions via Change Order) and includes:

1. Incident Resolution – diagnosis & fix of bugs, errors, or mis-configurations.
2. Performance Optimisation – investigation/remediation of slow screens, large data loads, failed automations.
3. Quarterly Health Check – system speed, DB bloat, error log review, written report with recommendations.
4. Functional Alignment Audit – quarterly review of module usage, master-data hygiene, best-practice gaps.
5. Light Configuration & Studio Customisation – form-view tweaks, PDF template edits, workflow routing, approval steps.
6. Data Import Assistance – cleansing, mapping, validation, import scripts (up to 2,000 records per request for Essential/Growth; higher limits for Scale and above).
7. Advisory on Version Upgrades – impact review of Studio items, smoke testing in a cloned environment.
8. Regulatory & Compliance Flags – alerting Client to observed changes in Philippine tax, BIR or HR statutory rules (implementation quoted separately).
9. User Guidance – short how-to’s, navigation tips, or links to Odoo docs strictly tied to an open ticket.
10. Training & Coaching – on-demand mini-sessions (remote) for existing features; excludes formal classroom roll-outs or creation of manuals.
11. Development / App Customisation – minor Python code, computed fields, server actions, button logic (Scale and above; complexity reviewed case-by-case).
12. Project Management – scoping, timeline, task tracking for multi-module requests (Growth and above).
13. On-site Consulting – available for Scale, Premium, Elite; subject to review, approval, travel policy and schedule.
14. VIP SLA – 2-hour response for Elite tier only.

4. Service Level Agreement (SLA)

• Response = time from confirmed ticket to first meaningful reply.
• Resolution = fix, workaround, or scheduled patch.
• 24×7 coverage applies only to Severity-1 tickets for Premium clients; all other tiers observe Business-Hours support.
• SLA credits are not convertible to cash; repeated SLA misses may be escalated for partial service extension at Hagibis’ discretion.

5. Time & Credit Consumption

• Support is billed in 15-minute increments (minimum 1 credit per ticket).
• A detailed time log (ticket, date, consultant, credits used) is available on request or via the client portal.
• Travel time, waiting time, or rework due to incomplete client information is billable.

6. Change Orders & Exclusions

Any work outside the clauses above (major new modules, third-party integrations, large data migrations, full project implementations, custom reports > 40 dev hours, upgrade remediation, statutory re-configurations) requires a written Change Order review, approved and signed by both parties, with separate cost and timeline.

Excluded Items:

• Issues caused by Client-side code or unauthorised Studio changes.
• Problems traceable to external SaaS, APIs, or plug-ins not deployed by Hagibis.
• Infrastructure or OS-level failures beyond Odoo application layer.
• Virus/malware recovery, forensic investigation.

7. Client Responsibilities

• Provide accurate issue descriptions, screenshots, test cases.
• Maintain a designated Primary Contact with authority to give approvals.
• Grant timely access to production, staging, SSH, DB, and any third-party credentials.
• Refrain from direct production customisation during an open ticket.
• Notify Hagibis of impending regulatory changes that may affect Odoo.
• Trigger Odoo Online upgrades while within the 3-version window; Hagibis will advise but does not assume responsibility for scheduling.

8. Billing & Payment

• Pre-paid packs are invoiced 100% in advance.
• Unused credits expire at the end of the validity period; no refunds except where Hagibis fails to deliver through its own fault (at its option: credit extension or substitute service).
• Credits are non-transferable across clients.

9. Confidentiality & Data Privacy

Both parties undertake full compliance with Republic Act 10173 (Data Privacy Act of 2012). Hagibis implements encryption in transit and at rest, role-based access. Any suspected personal-data breach must be reported within 72 hours. Hagibis staff sign lifetime NDAs; Client data is used solely for support and never for commercial gain.

10. Warranties & Disclaimers

Hagibis warrants services will be performed with reasonable skill and diligence consistent with industry standards. No other warranty is expressed or implied. Hagibis is not liable for:

• Loss of profits, revenue, or data;
• Delays caused by Client’s vendors;
• Events of Force Majeure (natural disasters, pandemics, government action).

11. Liability Cap

Aggregate liability of either party shall not exceed 50 % of fees paid in the 12 months preceding the claim, whether in contract, tort, or otherwise.

12. Term, Renewal & Termination

• Pre-paid packs expire as per the validity table.
• This support contract auto-renews for successive 1-year terms unless either party gives 30 days’ written notice.
• Either party may terminate for material breach with 30 days’ notice; cure period equals notice period.
• On termination, Hagibis will provide 30 days transition support (bug fixes & knowledge transfer) at then-current hourly rates, or 50 % of remaining credits, whichever is shorter.

13. Non-Solicitation

During engagement and for 12 months thereafter, neither party shall solicit the other’s employees without prior written consent. Fee for breach: Php 500,000 per head, or actual damages, whichever is higher.

14. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Republic of the Philippines. Disputes shall first undergo mandatory mediation in Quezon City; unresolved matters escalate to the proper courts of Quezon City.

15. Entire Agreement & Amendments

These Terms, together with any Annexes and signed Change Orders, constitute the entire agreement and supersede all prior proposals. Hagibis reserves the right to amend Terms with 30 days’ written notice; continued use of support after notice constitutes acceptance.

16. Acceptance

Payment of an invoice or use of any support hour constitutes full acceptance of these Terms & Conditions.