Terms of Sale

Last updated: 30 September 2026

These Terms of Sale apply to every quotation, order, subscription and service supplied by OMNISOFT TECHNOLOGIES Pte. Ltd. (UEN 20216087E) (“Omnisoft”, “we”) to the client. Specific terms in a signed proposal, statement of work or quotation prevail where they conflict with these terms. Licences and subscriptions supplied by third parties, such as Odoo S.A., are also subject to that vendor’s own terms. For Odoo, these are the Odoo Enterprise Subscription Agreement (odoo.com/r/enterprise-contract). The client accepts these terms by accepting a quotation, placing an order or paying an invoice.

1. Orders and scope

1. The client explicitly waives its own standard terms and conditions, even if these were drawn up after these Terms of Sale. Any derogation is valid only if expressly agreed in advance in writing.
2. Quotations are valid for 30 days unless stated otherwise. An order is accepted when the client signs or confirms the quotation or pays its first invoice.
3. Work outside the agreed scope (change requests) is quoted and invoiced separately at our prevailing rates.

2. Prices and taxes

1. Prices are in the currency shown on the quotation and exclude GST and other taxes, which are added where applicable.
2. Some countries apply withholding tax at source on invoices. Any such withholding is paid by the client to its tax authorities in addition to the invoice amount. The client must pay the invoice amount to Omnisoft in full, and Omnisoft bears no costs arising from the legislation of the client’s country.
3. Prices of third-party licences and subscriptions (Odoo, Odoo.sh, hosting, third-party apps) follow the vendor’s price list. Price changes by the vendor are passed on at renewal.

3. Invoicing and payment

1. Invoices are issued upon order acceptance unless the quotation specifies milestones or another schedule. Project work may require a deposit before it starts.
2. Invoices are payable by the due date shown on the invoice or, if none is shown, within fourteen (14) days of the invoice date.
3. Bank charges are borne by the payer. Payments must be made in the invoice currency to the bank account stated on the invoice. All bank charges are borne by the client, including the sending bank’s fees, intermediary and correspondent bank fees, the receiving bank’s fees and currency conversion costs. International transfers must be sent with charge type OUR. The amount received must equal the invoice total. Any shortfall caused by bank charges remains payable and may be added to the next invoice.
4. Please quote the invoice number as the payment reference on every transfer.

4. Late payment

1. In the event of non-payment by the due date, Omnisoft reserves the right to request a fixed interest payment amounting to 15% of the sum remaining due.
2. If any amount is overdue, Omnisoft may suspend services, support and subscriptions without prior notice. Reactivation fees charged by third-party vendors are payable by the client.
3. If a payment is still outstanding more than sixty (60) days after its due date, Omnisoft may use a debt recovery company or legal action. All collection costs and legal fees are payable by the client.

5. Subscriptions and renewals

1. Subscriptions (software licences, hosting and support plans) run for the stated term. They renew automatically for the same term unless either party gives written notice at least thirty (30) days before the term ends.
2. Renewal invoices are issued before the renewal date and must be paid before it to avoid interruption.
3. Users or usage added during a term are invoiced pro rata until the end of that term.

6. No refunds

1. All sales are final and fees are non-refundable once a subscription or licence has been activated or a service has been performed.
2. If the client cancels a project, it remains liable for work performed and costs committed (such as licences purchased) up to the date of cancellation.

7. Services

1. Omnisoft will do its best to supply the services in due time according to the agreed timeframes. Timeframes are estimates, and none of our obligations is an obligation to achieve a result. Omnisoft cannot be required by the client to appear as a third party in any claim for damages filed against the client by an end consumer.
2. The client provides, in good time, the information, data, decisions, system access and key-user availability the project needs. The client is responsible for the accuracy of its data. Delays caused by the client may lead to rescheduling and additional charges.
3. A deliverable is deemed accepted when the client uses it in live operation, or when the client reports no defect in writing within ten (10) working days of its delivery.
4. Standard Odoo software and third-party apps are supplied with the warranties of their vendors only. Omnisoft is not liable for vendor defects, outages or version changes.

8. Intellectual property

1. Omnisoft retains all rights in its pre-existing materials, tools, generic modules and know-how.
2. Upon full payment, the client receives a non-exclusive, perpetual licence to use the custom deliverables for its internal business. Odoo modules remain subject to their applicable licence (LGPL-3 or the Odoo Proprietary Licence).

9. Confidentiality and personal data

1. Each party keeps the other’s confidential information confidential and uses it only for the engagement. This obligation survives for three (3) years after the engagement ends.
2. Omnisoft processes personal data held in the client’s systems only to deliver the services, and in accordance with the Singapore Personal Data Protection Act 2012.

10. Liability

1. To the maximum extent permitted by law, each party’s aggregate liability will not exceed 50% of the total amount paid by the client in the twelve (12) months before the event giving rise to the claim. Multiple claims do not enlarge this limit.
2. Neither party is liable for indirect or consequential loss, loss of profit, loss of data or business interruption.
3. Any claim must be notified to Omnisoft in writing, at its registered office or at info@omnisoftsolution.com, within eight (8) days of the delivery of the goods or the provision of the services.

11. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, government action, network or hosting-provider outages, or cyber-attacks. This does not apply to payment obligations.

12. General

1. Omnisoft may modify these terms at any time. The client is bound by the version in force when it accepts an order.
2. If any provision is held invalid, the remaining provisions stay in force.
3. These terms and all our contractual relations are governed exclusively by the laws of Singapore. Any dispute is subject to the exclusive jurisdiction of the courts of Singapore.