Terms of Service

1. Agreement and documents

By creating an account, placing an order or using the Services, you agree to these Terms. A person who accepts these Terms for an organisation confirms that they have authority to bind it. Orders placed by your authorised account users bind you, including orders for paid resources at the prices shown. You revoke a user’s access when their authority ends.

The Agreement consists of these Terms, the GDPR Data Processing Agreement (“DPA”), the Service Level Agreement (“SLA”), the Acceptable Use Policy (“AUP”), the Sub-processor List and your orders. In case of conflict the order of precedence is: the DPA for the processing of personal data; the SLA for availability, support hours and service credits; then these Terms; then the AUP; then the Sub-processor List. Your order determines the Services, quantities, prices and subscription period. Terms that the parties negotiate individually in writing prevail over these Terms.

Your own general, purchase or invoicing terms do not apply, even where they state that they prevail and even where Cloudpepper performs without objecting to them. Cloudpepper personnel are not authorised to make verbal side agreements or verbal assurances. Only a written change confirmed by Cloudpepper binds Cloudpepper. The documentation and support pages describe the Services and state their technical prerequisites; they give no warranties.

Cloudpepper contracts with businesses, organisations and professionals. By ordering you confirm that you act for purposes within your trade, business or profession. If mandatory law nevertheless treats you as a consumer, the mandatory consumer rules prevail over these Terms where they differ.

These Terms are issued in English. Translations are for convenience; the English version prevails.

2. Changes to the Terms and to the Services

Cloudpepper may change these Terms where a change is reasonably needed by law, by supervisory guidance, by a security need, by a technical change to the Services, or by a documented change in the costs of providing them. Cloudpepper notifies material changes by e-mail to the contact address on your account at least thirty (30) days before they take effect, and states the reason. If a change is to your disadvantage, you may cancel the affected Services before it takes effect, without a termination charge, and Cloudpepper refunds any unused prepaid period. Changes that the law requires can take effect earlier. Continued use after the effective date is acceptance of the changed Terms. The notice and cancellation rules of this Section also apply to changes of the SLA and the AUP; price changes follow Section 4.

Cloudpepper may improve the Services, change their technical setup, allocate different resources or IP addresses that meet or exceed the original requirements, and update the software it manages. Improvements at the same price are not amendments of the Agreement. Changes needed for security, for legal compliance or by a third-party supplier can take effect immediately. Where a change concerns several customers, Cloudpepper cannot exempt one customer from it.

Cloudpepper announces planned maintenance that affects your instances in advance through the dashboard or by e-mail, and performs it outside business hours where practicable. Planned maintenance does not count against the SLA availability objectives.

Cloudpepper may discontinue a Service, a plan or a third-party product on sixty (60) days’ notice. Cloudpepper refunds any unused prepaid period and owes no other compensation. Section 11 applies to your data.

3. Account and security

You keep your registration and contact details accurate and notify changes within fifteen (15) days. The contact e-mail address on your account must not be hosted on the Services, so that Cloudpepper can reach you when a Service is suspended. A notice sent to the contact address on your account is validly delivered.

You keep your credentials, SSH keys and API tokens confidential. Every action performed through your account or through your users’ accounts is attributed to you. You notify Cloudpepper without delay of a suspected compromise of your account or credentials and cooperate with containment. You pay for usage that third parties order through your credentials, where the compromise is attributable to you. Cloudpepper may suspend an account where it has reasonable grounds to believe the account is compromised, and informs you.

You are responsible for the security of the components you control: users, permissions, application logic, custom modules, integrations, software you administer yourself, and infrastructure and storage you procure from third parties. You install security updates for software you administer without undue delay and follow the prerequisites in the documentation; where you do not, the SLA does not apply to the resulting incidents. Cloudpepper is responsible for its own management activities as set out in the DPA and its Annex B.

Data transmitted over the internet can be intercepted. Cloudpepper is not liable for the confidentiality of data in transit outside the systems it operates. Where the security, integrity or proper functioning of the Services, of Cloudpepper’s systems or of other customers’ environments is compromised or threatened, Cloudpepper may take the measures it reasonably considers necessary, including blocking traffic or suspending an instance, and is not liable for the consequences of those measures.

4. Fees and payment

Cloudpepper bills subscriptions and usage through its payment processors to the payment method on file. Prices exclude VAT and other taxes, which are added where the law requires; for EU customers with a valid VAT number the reverse-charge mechanism may apply. Fees are charged in EUR or USD as shown at checkout; your bank may apply exchange rates or fees. Invoices are issued by Cloudpepper BV.

Your payment obligation starts when the order is concluded. By ordering a recurring Service you authorise recurring charges to your payment method until you cancel. Usage-based fees are invoiced on the basis of the records in Cloudpepper’s systems.

An invoice you do not dispute in writing within thirty (30) days after its date is presumed accepted. A dispute states its grounds; undisputed amounts remain payable. You may not set off amounts you owe Cloudpepper against amounts you claim from Cloudpepper.

If you do not pay by the due date, the overdue amount bears statutory commercial interest under the Belgian Act of 2 August 2002 from the day after the due date, without notice, and Cloudpepper may claim the statutory recovery allowance of EUR 40 and reasonable recovery costs exceeding that allowance. If payment is still outstanding ten (10) days after a reminder, Cloudpepper may suspend the affected Services. Fees remain due during a suspension. If payment is not made within twenty-one (21) days after the reminder, Cloudpepper may terminate the affected Services.

A payment reversal does not discharge a valid debt. If you reverse a payment without lawful reason and Cloudpepper incurs payment-provider fees, you reimburse those documented fees. A lawful payment dispute is not a breach.

Cloudpepper may change the price of a recurring Service on thirty (30) days’ notice by e-mail; the new price applies from the next renewal. You may cancel before the new price applies. Manifest pricing errors are dealt with under contract law; Cloudpepper does not debit a corrected price without your agreement and refunds an order that lawfully ends. Cloudpepper may refuse an order before it accepts it.

Unless your order expressly includes them, you obtain and pay for Odoo Enterprise, third-party modules and other software licences, and you comply with their licence terms. Fees that third-party infrastructure or storage providers charge to your own account are between you and that provider.

5. Term, renewal and cancellation

Your order states the subscription period. Unless cancelled before renewal, a subscription renews for the same period. Cancellation stops the next renewal; the Services stay available until the end of the current period. Usage already incurred remains payable. Cancellation for convenience does not refund fees for the current period.

You cancel a subscription or a server through the dashboard. Cloudpepper processes cancellations only through the dashboard, where your identity is established by your login; e-mail and chat cancellations are not processed.

Where a plan offers a free trial, a valid card may be required to start it; the card is not charged during the trial. At the end of the trial the selected plan starts at the then-current price unless you cancel before the trial ends. Add-ons bought during a trial are charged immediately. Cloudpepper may withdraw or modify a trial, may end free Services on reasonable notice, and may close a free account that shows no activity for twelve (12) months after notifying you and allowing a reasonable period to log in.

Features labelled beta are for evaluation. They may change or end on reasonable notice, carry no SLA commitment and must not be relied on for production workloads.

6. The Services

Cloudpepper provides the Services with reasonable care and skill. Its obligations are obligations of means, except for the availability objectives in the SLA, for which the SLA states the remedy. The Services are standardised and are not developed for your specific requirements. They are not intended for uses that require fail-safe performance or where a failure could cause death, injury or serious environmental or financial damage.

Cloudpepper does not warrant that Odoo, third-party modules or the Services comply with any local or international law or regulation that applies to your activities, including accounting, tax, invoicing and sector rules. You are responsible for the fit of the Services with your activities and for verifying an upgraded or restored database before you rely on it.

Support scope, channels, hours and response objectives are stated in the SLA. Support is provided to you, not to your customers. Cloudpepper does not support or warrant third-party applications, modules or integrations except as stated in your order. Cloudpepper may charge, at the rates it communicates before the work starts, for work that goes beyond the SLA scope, for incidents caused by you or by components not provided by Cloudpepper, and for work you order. Advice given by support is given without commitment. Cloudpepper may decide not to install a particular update where, in its opinion, it would not benefit the correct delivery of the Services; this does not limit its security obligations under the DPA and the SLA.

During your subscription you may use the Platform and the API for the purposes your plan permits, including to serve your own customers, subject to the Agreement and the documented limits. Where you let third parties use Services you ordered, you remain Cloudpepper’s sole contracting party, you ensure that they comply with the Agreement, and you are liable for their use. Cloudpepper may use subcontractors and remains responsible for its own obligations; the DPA governs subcontractors that process Customer Data.

7. Backups

Cloudpepper’s backup obligation is to run the backup schedule you configure and to upload each backup to the destination you select. Where you select Cloudpepper Managed Backup Storage, Cloudpepper also keeps the stored backups retrievable for the retention you configured. Where you select your own storage, the availability, integrity and retention of the stored backups are your responsibility. Beyond the objectives stated in the SLA, Cloudpepper performs this obligation with reasonable endeavours. Backups are not a business-continuity or disaster-recovery plan, and subscribing to managed backups does not relieve you of implementing one.

You verify your backups and test restores where your data matters, keep copies of critical data outside the Services, and take a backup before changes you make or order to your instance. Managed Backups exclude data stored outside the managed Odoo instance unless explicitly included.

Cloudpepper is not liable for loss or corruption of data, including loss that occurs during the backup or restore process, except for direct loss caused by its breach of the backup obligation above. That liability is limited to the reasonable costs of recovering the data and remains subject to Section 14. Cloudpepper is not liable for the intrinsic, commercial or strategic value of your data.

8. Acceptable use

You and your end users comply with the AUP as amended from time to time. In particular you do not use the Services for illegal content, for unsolicited bulk mail, for cryptocurrency mining, for attacks, malware or botnets, for load that disrupts other customers, or to develop or market a service that competes with the Services.

Cloudpepper has no general obligation to monitor the content you store or to seek facts indicating illegal activity. Cloudpepper assesses notices and conduct diligently, objectively and proportionately, with the care expected of a diligent hosting provider. Cloudpepper may take the measures stated in the AUP, including blocking content for as long as the breach, the risk or a legal requirement justifies it. Subject to Section 14, Cloudpepper is not liable for measures taken in good faith on a complaint, a notice or a threat to the platform, even where the complaint later proves unfounded. Cloudpepper may require you to show, within a reasonable time, that a contested activity is lawful. Cloudpepper may inform the competent authorities and may charge, at the rates it communicates, for its time handling complaints and proceedings caused by your conduct.

Notices of illegal content can be sent to privacy@cloudpepper.io. You comply with export-control and sanctions rules that apply to your use of the Services and supply the information Cloudpepper reasonably needs to verify this. Cloudpepper may suspend or refuse performance where performing would breach applicable law.

9. Customer data, privacy and confidentiality

For Customer Data Cloudpepper acts as processor on your behalf; the DPA determines the parties’ roles, including where you act as a processor for your own clients. The DPA governs that processing, including roles, sub-processors, transfers, security, breach notice, deletion and return. The Privacy Policy describes how Cloudpepper processes personal data for its own purposes. You are responsible for any additional arrangement that Data Protection Laws require for your data. When Cloudpepper deletes data at your request, that deletion is final.

You retain all rights in your data, applications and content. You grant Cloudpepper and its subcontractors the rights needed to host, copy, transmit and process them solely to provide, secure and support the Services, subject to the DPA.

Each party protects the other’s confidential information with reasonable care, uses it only for the Agreement, and discloses it only to persons who need it and are bound by confidentiality, or where the law requires. Public, independently developed or lawfully received information is excluded. This duty survives termination while the information remains confidential.

10. Suspension and termination

Cloudpepper may suspend the Services, with notice where practicable, to address a security risk, abuse, a breach of the Agreement, non-payment, or an order of a competent authority. Suspension does not suspend your payment obligations and gives no right to compensation.

Cloudpepper may terminate the Agreement or the affected Services: for a breach that is not remedied within fourteen (14) days after written notice, or immediately where the breach is serious, cannot be remedied, or is likely to damage Cloudpepper’s reputation or its other customers; for non-payment, under the timetable in Section 4; where circumstances known after conclusion give good reason to fear that you will not perform your obligations and you do not provide security on request; where you can no longer be reached at the contact details last provided, after a notice to those details; or where you are declared bankrupt or become insolvent, to the extent mandatory insolvency law allows. On termination for breach, all outstanding invoices become due immediately.

Cloudpepper may end a Service for convenience on sixty (60) days’ notice with a refund of any unused prepaid period, and owes no other compensation. After a termination for breach, you may not open a new account without Cloudpepper’s consent. You may not reduce the fees by notice or arrange replacement performance at Cloudpepper’s expense without a court order (Articles 5.85, 5.97 and 5.235 of the Civil Code), and you may not terminate or suspend in anticipation of a breach (Articles 5.90, second paragraph, and 5.239 §2). The other remedies of the Agreement and of mandatory law remain.

On termination for any reason, Section 11 and Section 12 of the DPA apply to your data. Termination does not affect accrued payment obligations or the provisions that by their nature continue: confidentiality, intellectual property, liability limits, indemnities, evidence, and dispute resolution.

11. Switching and data portability

You can export your data at any time through the export functions of the Services. Where Chapter VI of Regulation (EU) 2023/2854 (the Data Act) applies to a Service, the following also applies:

• You may give notice to switch to another provider or to your own infrastructure, or to have your exportable data erased. The notice period is at most two (2) months. Where you switch to another provider, you give Cloudpepper that provider’s details. A transition period of thirty (30) days starts when the notice period ends; the Agreement and the Services stay in force during the transition.
• If migration is technically unfeasible within thirty (30) days, Cloudpepper notifies you within fourteen (14) working days after your request, with reasons, and proposes a longer period of at most seven (7) months. You may extend the transition period once for a period you consider appropriate for your purposes.
• During the transition Cloudpepper keeps the Service available with its usual care and security measures, gives you and the third parties you authorise reasonable assistance with the export of your exportable data and digital assets through the export functions and the API, in a structured, commonly used and machine-readable format, supports your exit strategy with the relevant information, and informs you of known risks to the continuity of the Service. Exportable data and digital assets comprise your instance databases, filestore and attachments, configuration you control, custom modules you own, and metadata about them. Cloudpepper’s platform code, system architecture, monitoring and operational data, and other trade secrets are excluded.
• Cloudpepper’s assistance covers the export. Importing the data into the destination environment, and its integrity and usability there, are your responsibility or the destination provider’s.
• The statutory switching rules do not apply to a Service that Cloudpepper supplies solely as a non-production version for testing and evaluation for a stated limited period; Cloudpepper identifies such a Service before you order it. Your export right remains.
• After the transition period you can retrieve your exportable data for at least thirty (30) days. After successful switching, Cloudpepper erases your exportable data and digital assets under the DPA.
• Cloudpepper charges no switching charges. Ordinary fees remain due for Services still running. Work you order beyond the statutory switching assistance is priced separately.
• The Sub-processor List states where the infrastructure that hosts your Services is located. The documentation describes the export procedure and formats.
• The Agreement for the Service ends, and Cloudpepper notifies you, when the switch is completed successfully or, where you asked only for erasure, at the end of the notice period.

12. Intellectual property

The Website, the Platform, the API, their software, designs, documentation and marks are the property of Cloudpepper or its licensors. Website content may be used for browsing and for your own reference; it may not be copied, republished or exploited without written permission. You do not reverse engineer or copy the Platform or the API except where mandatory law permits. Odoo is a registered trademark of Odoo S.A.

Voluntary feedback you give about the Services is licensed to Cloudpepper on a non-exclusive, worldwide, perpetual, royalty-free basis for improving its products and services; Customer Data, support records and confidential information are excluded, and mandatory moral rights remain unaffected.

For legal-entity customers, Cloudpepper may name you as a customer and use your name and logo to identify you as such, unless you object in writing; Cloudpepper stops future use after an objection. This does not cover personal testimonials or an implied endorsement.

13. Warranties

Except as stated in the Agreement, Cloudpepper gives no warranties, express or implied, including as to merchantability, fitness for a particular purpose, uninterrupted operation, speed, or availability beyond the SLA objectives. Cloudpepper acts only as an intermediary for certificates and third-party licences it obtains for you and does not warrant that they will be issued or maintained. Trial and beta Services carry no warranty. The service credits in the SLA are the sole remedy for a failure to meet the availability objectives; this does not exclude termination under Section 10. This Section does not limit obligations that the law does not allow to be limited, nor Cloudpepper’s obligations under the DPA.

14. Limitation of liability

Cloudpepper is liable, on proof of its fault, for the performance of its obligations under the Agreement, the DPA and the backup features you enable. Cloudpepper’s total liability for all claims arising in any twelve (12) month period, whether in contract, tort or otherwise, is limited to the fees attributable to the affected Services for the three (3) months before the first event giving rise to liability, or the direct loss actually suffered if that is lower. In no event does Cloudpepper’s total liability in any twelve (12) month period exceed EUR 10,000. For Services provided free of charge, including free plans, trials and beta features, the limit is EUR 1,000. Related claims count as one event, and multiple claims do not enlarge the limit.

Direct loss means: material damage to goods; the reasonable costs of preventing or limiting direct loss; the reasonable costs of establishing the cause and extent of the loss; and, for the backup obligation, the reasonable costs of recovering data. Cloudpepper is not liable for indirect or consequential loss, including lost profit, lost revenue, lost savings, loss of goodwill, loss of customers, business interruption, the cost of substitute services, the cost of standstill or delay, loss or corruption of data except as stated in Section 7, and claims by third parties against you, whether or not Cloudpepper was informed of the possibility of such loss.

Cloudpepper is not liable for loss caused by your own acts or omissions, by inaccurate information you provide, by your IT environment, by your users or end users, or by infrastructure, storage, software or other providers that you procure yourself. Cloudpepper has no liability to your end customers.

You notify a failure to perform in writing within thirty (30) days after discovering it. Cloudpepper is not liable for loss that timely notice would have avoided. For a failure that can be remedied, Cloudpepper is liable only if it does not remedy it within fourteen (14) days after the notice, without prejudice to loss already caused. Each party mitigates its loss.

These limitations also protect Cloudpepper’s directors, personnel, affiliates and Sub-processors; one aggregate limit applies to all of them together. To the extent permitted by law, you bring claims for non-performance against Cloudpepper and not against them, and these limitations apply to contractual and extra-contractual claims alike. These limitations allocate the risks between the parties; the price of the Services reflects that allocation.

Every exclusion or limitation of liability in the Agreement is subject to this Section. These limitations also apply in case of gross fault of Cloudpepper or of persons for whom it is responsible. They do not apply to liability for intentional fault, for death or personal injury, or to liability that the law does not allow to be limited; the party invoking that exception proves it. They do not limit the rights of data subjects.

15. Indemnification

You indemnify Cloudpepper, its directors, personnel, affiliates and Sub-processors against third-party claims, including investigations by authorities and fines imposed on Cloudpepper as a result of your conduct, that result from your content, your use of the Services in breach of the Agreement or the law, your breach of the DPA or unlawful instructions under it, your failure to obtain the consents and give the notices that Data Protection Laws require, or a defect in a product or service you supply to a third party. The indemnity covers reasonable defence costs and amounts payable under judgments or settlements approved by Cloudpepper. You do not settle or admit a claim in a way that binds Cloudpepper without its written consent, and you remit to Cloudpepper any compensation you receive from the claimant for the same claim. Amounts attributable to Cloudpepper or to persons for whom it is responsible are excluded. Cloudpepper may assume the defence of a covered claim at your expense, and you cooperate.

16. Evidence and notices

Cloudpepper’s logs, monitoring measurements and records, and the version of any communication that Cloudpepper received or stored, are admissible evidence of the facts they record and have the same probative force as a written document, subject to proof to the contrary by any lawful means. Extra work may be proved by any means, including timesheets and correspondence.

“In writing” includes e-mail where the identity and integrity of the message are sufficiently established. Cloudpepper sends notices, invoices and changes to the contact address on your account or through the dashboard; you check them at least monthly, and a notice sent there is presumed received. The parties may contract and sign electronically where the law permits; electronic records and signatures, including simple electronic signatures through the signing tool Cloudpepper uses, prove agreement subject to contrary evidence and mandatory form, delivery and retention requirements.

17. Governing law and disputes

Belgian law governs the Agreement and any non-contractual obligation arising from it. The competent courts of Brussels, Belgium (Business Court) have exclusive jurisdiction, without prejudice to Cloudpepper’s right to seek urgent relief in any competent court and to bring a claim for unpaid fees before the courts of your registered office where it lies in the EU or in a state bound by the Lugano Convention. If both parties agree in writing, a dispute may instead be settled under the CEPANI Rules of Arbitration by one arbitrator, seat Brussels, language English, Belgian law. If mandatory law treats you as a consumer, the mandatory rules on jurisdiction and applicable law prevail, and arbitration requires your agreement after the dispute has arisen.

A claim relating to the Services or the Agreement must be brought within one (1) year after the party knew or should have known of the facts giving rise to it; otherwise it is barred. This does not apply to claims for unpaid fees, to claims for intentional fault, or to claims that mandatory law protects.

18. General

You may not assign the Agreement without Cloudpepper’s written consent. Cloudpepper may assign the Agreement, in whole or in part, and notifies you.

Neither party is liable for a failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including failures of internet transport networks, of power supply, of third-party providers outside its control, epidemics, strikes, government measures and attacks on infrastructure. The affected party limits the effects, continues the unaffected obligations and informs the other. If the event lasts more than thirty (30) days, either party may terminate the affected Services without compensation.

If a provision is invalid or unenforceable in whole or in part, the rest of the Agreement remains in force, and the parties replace the provision by a valid one with the closest economic effect; the same applies to an omission. A party’s failure to enforce a right is not a waiver. The Agreement documents listed in Section 1 constitute the entire agreement between you and Cloudpepper on the Services and supersede prior agreements, communications and practices on the same subject. There is no joint venture, partnership, employment or agency relationship between you and Cloudpepper.

Cloudpepper has affiliate relationships with some infrastructure providers it integrates or recommends and may receive a fee when you use them; this does not affect the prices you pay Cloudpepper.

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