General
Confidentiality & Data Handling — Both parties agree to keep confidential any business, financial, technical, or customer data shared during the engagement. Bright Node will only access client systems and data as necessary to deliver the agreed services, will not use client data for any purpose outside the engagement, and will take reasonable steps to protect it from unauthorized access. Upon termination, client data will be returned or deleted within 60 days, unless retention is required by law.
Termination — Either party may terminate the engagement with 60 days' written notice. Upon termination, the client is liable for all fees for work completed up to the termination date. Bright Node will hand over completed deliverables and reasonable transition support upon receipt of outstanding payment.
Force Majeure — Neither party is liable for delays or failure to perform due to circumstances beyond reasonable control, including natural disasters, illness, platform/infrastructure outages (including Odoo's own systems), or government action.
Dispute Resolution — In the event of a dispute, both parties agree to first attempt to resolve the matter through good-faith negotiation. If unresolved within [30] days, the matter may proceed to mediation before either party pursues legal action.
Non-Solicitation — During the engagement and for 6 months after, neither party will directly solicit or hire the other's employees, contractors, or introduced business partners without prior written consent.
Independent Contractor Status — Bright Node operates as an independent contractor, not an employee, partner, or agent of the client, and nothing in this agreement creates a partnership or joint venture between the parties.
Amendments — Any changes to this agreement must be made in writing and signed by both parties. Verbal agreements or informal understandings do not supersede these terms.
Entire Agreement — This document, together with any signed quotation or statement of work, constitutes the entire agreement between the parties and supersedes any prior discussions or informal arrangements.
Severability — If any clause in this agreement is found unenforceable, the remaining clauses continue in full effect.
Governing Law — This agreement is governed by the laws of Malaysia, and both parties submit to the jurisdiction of Malaysian courts for any matter not resolved through negotiation or mediation.
Quotations
Terms & Conditions:
- This quotation is valid for 30 days from the date of issue; pricing beyond this period is subject to review.
- Covers only the modules/deliverables explicitly listed above — any additional features, customisations, or integrations not specified here will be quoted separately.
- Full payment is required to commence work
- Covers Bright Node's implementation and configuration services only — Odoo software licensing fees are billed separately by Odoo and are the client's responsibility unless otherwise stated.
- Estimated timelines are provided in good faith and depend on timely client input (data, approvals, access, feedback); delays caused by the client may extend the delivery schedule accordingly.
- Changes to the agreed scope after project commencement will be assessed for additional time and cost, and confirmed in writing before proceeding.
- Upon full payment, the client owns the configured system and any custom work delivered; Bright Node retains ownership of any pre-existing tools, frameworks, or methodologies used in delivery.
- Both parties agree to keep confidential any business, financial, or technical information shared during the engagement, except where disclosure is required by law.
- Days/weeks of post-launch support is included to fix implementation issues — this does not cover new feature requests, third-party Odoo updates, or issues arising from client-side changes.
- Bright Node's liability under this agreement is limited to the total fees paid for the specific engagement; Bright Node is not liable for indirect, consequential, or lost-profit damages.
- This quotation and any resulting agreement are governed by the laws of Malaysia.
Invoices
Terms & Conditions:
- Payment is due within 14 days of the invoice date, unless otherwise agreed in writing.
- Late payments may incur a 5% monthly interest charge and/or result in suspension of ongoing services or support until payment is received.
- Payment is accepted via bank transfer to the account details provided on this invoice; please use the invoice number as payment reference.
- This invoice covers Bright Node's implementation and configuration services only — Odoo software licensing fees are billed separately by Odoo and are the client's responsibility unless otherwise stated.
- Any discrepancies or disputes regarding this invoice must be raised in writing within 7 days of the invoice date; otherwise the invoice is deemed accepted.
- Deliverables, access credentials, or handover materials remain pending release until payment is received in full, where applicable.
- Ownership of the configured system and any custom work delivered transfers to the client only upon receipt of full payment.
- Any work performed beyond the scope listed on this invoice will be billed separately upon confirmation.
- All amounts are stated in [MYR/USD] and are exclusive of applicable taxes unless stated otherwise.
- This invoice and any resulting payment obligation are governed by the laws of Malaysia.