Terms of Service

Definitions

"Company" refers to Wiz Asia Sdn Bhd (Company No:  200401001033 (639536-U)) also known as Wiz.Asia  

"Client" refers to any user who engages in our services.
"Odoo" refers to Odoo SA. 

"Services" refer to the implementation, deployment, and support of digital systems and solutions as outlined in the agreement.

Scope of Services 

The Company agrees to provide the following services to the Client :

1. Odoo Enterprise User License: Access to Odoo Enterprise software under Odoo's terms .
2. Odoo Hosting Services: Hosting services for Odoo SH and Odoo Online platforms, ensuring operational availability and support 
3. Professional Services: Configuration, customisation, development, and other services for Odoo system implementation .
4. AI Agent System: Integration of an AI Agent system with Odoo to enhance functionality and user experience.
5. Customized Modules: Development of tailored modules compatible with Odoo to meet specific Client requirements . 
6. Support and Helpdesk: Application support services for subscribed Clients.

The Company is an authorised Odoo Partner, listed on the official Odoo partnership directory at https://www.odoo.com/partners/country/malaysia-151

Odoo Enterprise User License

The subscription to Odoo's User License is governed by Odoo's User License terms, available at https://www.odoo.com/documentation/18.0/legal/terms/enterprise.html

Odoo Hosting Services

The terms for Odoo SH and Odoo Online hosting services are also covered under Odoo's Enterprise User License. ​ The Service Level Agreement for these services can be found at https://www.odoo.com/cloud-sla

Professional  Services

Scope of Services

The Company provides professional services, including configuration, customisation, development, training, and optimisation of the Odoo system. ​ Detailed descriptions are available at www.wiz.asia/professional-services

Client Responsibilities

The Client must provide timely access to all necessary information, personnel, and resources required for the performance of services. ​ The Client is solely responsible for the accuracy, completeness, and legality of the information provided .

Confidentiality

Both parties agree to maintain the confidentiality of proprietary or confidential information disclosed during service provision. ​ This obligation continues after the termination of these Terms.

Intellectual Property

1. Client-Funded IP: Intellectual property created specifically for and funded by the Client will belong to the Client unless agreed otherwise in writing. ​
2. Company-Owned IP: The Company retains ownership of pre-existing intellectual property, methodologies, templates, tools, and know-how used during service delivery. ​ The Client receives a limited right to use such IP strictly for operating the Odoo system.
3. Public Knowledge: Information that is publicly available or considered common knowledge is not treated as proprietary.

AI Agent System

Provision of Service

The Company provides access to an AI Agent system as a Software-as-a-Service (SaaS) integrated with Odoo. The service is intended to enhance system functionality, business processes, and overall user experience.

Intellectual Property – AI Agent

The AI Agent system, including its software code, algorithms, and models, remains the exclusive property of the Company. ​ The Client is granted a limited, non-transferable right to use the AI Agent during the subscription term .

Intellectual Property – Client Knowledge & Training Data

1. Proprietary knowledge or data provided by the Client for training or customisation remains the Client's property. ​
2. Publicly available or industry-standard knowledge is not considered proprietary and may be used by the Company .

Usage Restrictions

The Client shall not reverse engineer, copy, or replicate the AI Agent system outside the scope of the subscription .

Custom Modules

Scope of Services

The Company designs and delivers customised modules compatible with Odoo, tailored to meet Client needs .

Version Compatibility

Customised modules are guaranteed to be compatible with the Odoo version specified in the agreement. ​Compatibility with other versions may require additional services .

Ownership 

1. Client-Funded Modules: Modules developed exclusively for and funded by the Client belong to the Client unless agreed otherwise. ​
2. Pre-existing IP: The Company retains ownership of pre-existing code and frameworks used in module development.
3. Productised Modules: Modules sold as products remain the Company's property, with the Client receiving a perpetual license for business use. ​

Third-Party Systems

The Company is not responsible for the availability or functionality of third-party systems integrated with customised modules. ​ The Client must secure necessary licenses or agreements with third-party providers.

Confidentiality

Both parties agree to maintain the confidentiality of all proprietary or confidential information exchanged during the development and delivery of the customised modules. This obligation shall survive the termination of these Terms.

Helpdesk and Support

Support Scope

The Support includes incident reporting, troubleshooting, and resolution of issues related to the Odoo system and modules provided by the Company.

Support Hours

Support is available Monday to Friday, 9:00 AM – 5:00 PM (MYT), excluding weekends and public holidays. ​ Requests outside these hours will be attended to on the next business day.

Included Support

Basic support is included with all Odoo Enterprise, Odoo SH, and Odoo Online subscriptions purchased through the Company.

Exclusions 

• Support is not included for Clients using the Odoo "One-App Free" plan. ​ Separate support packages are available for purchase.
• Programs, sub-systems, tools and modules not delivered under an agreement, subscription package or professional services; or by WIZ.ASIA;
• Content updates and design changes;
• Installation, implementation and/or deployment of new features, modules or tools inthe System;
• Updates and ugrades to new versions of software custom modules, plug-ins, technology or tools;
• In the case of 3rd party tools, any End of Service Life (EOSL) or End of Life (EOL) tools/technology as determined by the Principal/Owner;
• Scheduled maintenance announced by WIZ.ASIA with at least 24 hours’ notice;
• Events outside the Company's control, including force majeure, failures or omissions of
•  Uppstream providers or internet failures;
• Actions by third parties, including security compromises, denial of service attacks and viruses;
• Violations of the Acceptable Use Policy; and
• Law enforcement activities.

Application Support Subscription 

Unless expressly stated otherwise, Application Support is provided on an annual subscription basis, or Annual Support Package on Custom Modules payable in advance. The subscription or Support Package entitles the Client to the level of support services defined in the relevant accepted Sales Order, Purchase Order, or Agreement.

Incident Management  

• The  Company will serve as the single point of contact for all matters related to the Services. 
• The  Company  will carry out troubleshooting, problem identification, classification, investigation, resolution, diagnosis, and recovery. 
• The  Company  will restore services as quickly as possible, using temporary fixes, workarounds, activations, or other methods. 
• The  Company  will escalate complex issues for resolution and ensure follow-up actions are taken. 
• The  Company  will install error corrections, bug fixes, service packs, security patches, and other necessary updates of the Odoo application, including upgrades of the Odoo base platform to the latest stable version . For the Operating System (OS) layer, such services are covered under this support, if WIZ.ASIA is providing the Hardware and hosting as outlined in Appendix 1 of this Agreement.
• All incidents must be reported via email to help@wiz.asia. WIZ.ASIA reserves the right to disregard incidents not reported through the specified email address.

Service Levels

The Company targets an 80% bug resolution success rate annually. ​ Response and resolution times depend on issue severity :

Payment Terms 

Payment Obligation

The Client agrees to pay all fees as outlined in the accepted Sales Order or Agreement.

Reference Document

The accepted Sales Order/ Purchase Orders/ Agreements shall govern the applicable payment terms, including but not limited to amounts payable, due dates, invoicing frequency, and any milestone or stage-based payments.

Currency and Taxes

Fees are payable in the specified currency and exclude applicable taxes, which are borne by the Client.

Late Payment

Late payments may incur late payment charges at the rate of 1% per month (12% per annum) on the outstanding balance. ​ The Company may suspend services for non-payment. 

Training 

Training sessions are conducted online, with materials available via a private YouTube channel or the Company's website. ​ The Client is responsible for ensuring staff participation.  

Exclusions & Limitations

The Company is not responsible for:

• Accuracy of content provided by the Client. ​
• Data cleansing

Limitation of Liability

TTo the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or related to the use of the Services, even if the Company has been advised of the possibility of such damages.

Force Majeure

The Company shall not be held liable for any failure or delay in performing its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, power outages, internet disruptions, or other unforeseen circumstances.

Termination

1. Termination by the Client: The Client may terminate the agreement by providing written notice to the Company, subject to any applicable notice period specified in the Sales Order or Agreement.
2. Termination by the Company: The Company reserves the right to terminate the agreement immediately if the Client breaches these Terms, fails to make payments, or engages in unlawful activities. ​
3. Effect of Termination: Upon termination, the Client’s access to the Services will be revoked, and any outstanding fees will become immediately due. The Company will provide the Client with a copy of their data, if applicable, within a reasonable timeframe.

Data Privacy & Security

The Company is committed to protecting the Client’s data in accordance with applicable data protection laws. The Client is responsible for ensuring that their use of the Services complies with all applicable data protection regulations.

Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, and its employees from any claims, damages, liabilities, or expenses arising out of:

1. The Client’s use of the Services in violation of these Terms.
2. Any breach of applicable laws or regulations by the Client.
3. Claims related to third-party systems or data provided by the Client

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

Entire Agreement

  These Terms, along with any Sales Orders, Agreements, or referenced documents, constitute the entire agreement between the Client and the Company. ​ They supersede all prior agreements, understandings, or representations, whether written or oral.

No Waiver

Failure by the Company to enforce any provision of these Terms shall not be considered a waiver of its rights. Any waiver must be in writing and signed by an authorised representative of the Company

Assignment

The Client may not assign or transfer their rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations to a third party without the Client’s consent.

Notices

All notices required under these Terms shall be in writing and delivered via email or registered mail to the addresses specified in the Sales Order or Agreement. Notices shall be deemed received upon confirmation of delivery.

Governing Law & Dispute Resolution

These Terms shall be governed by the laws of Malaysia. ​ Any disputes arising under these Terms shall first be resolved through good-faith negotiation. ​ If unresolved, the dispute shall be submitted to the courts of Malaysia, which shall have exclusive jurisdiction.

Amendments & Updates

The Company reserves the right to modify these Terms from time to time.

⁠Clients will be notified of significant changes, and continued use of services constitutes acceptance of revised Terms.