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General Terms and Conditions for Odoo Development

Version 1.0 (this is a translated version, for legal proposes, the valid version is the spanish one)


1. Acceptance and Binding

This document constitutes a legally binding agreement between Navios Corp S.A., with Costa Rican legal identification number 3-101-772655 (hereinafter, the "DEVELOPER") and the client identified in the Sales Order or Quotation (hereinafter, the "CLIENT").

The CLIENT's confirmation of the Sales Order, whether through a digital signature, handwritten signature, electronic confirmation via the Odoo portal, or payment of the agreed-upon deposit, will imply the unconditional and irrevocable acceptance of these Terms and Conditions. These terms will prevail over any other general purchase conditions the CLIENT may have, unless otherwise agreed in writing and signed by both parties.​

2. Purpose of the Service

The DEVELOPER will provide design, configuration, and software development services for the Odoo platform, strictly limiting itself to the scope detailed in the Sales Order lines or in the "Project Scope" document attached thereto.

3. Nature of the Relationship (Commercial)

The parties agree that this relationship is strictly commercial and not an employment relationship. The DEVELOPER acts as an independent contractor. There is no legal subordination, fixed schedule, or exclusivity. Consequently, the CLIENT assumes no responsibility for social security contributions to the Costa Rican Social Security Fund (CCSS), INS insurance policies, or employee benefits related to the DEVELOPER's personnel.

4. Intellectual Property

  • Ownership: Unless the Sales Order expressly specifies an "Assignment of Rights", the DEVELOPER retains intellectual property and proprietary rights over the source code, methodologies and base libraries used.
  • License: The CLIENT is granted a perpetual, non-exclusive and non-transferable license to operate the modules in their Odoo instance.
  • Open Source: The development will respect Odoo's LGPL/AGPL licenses where applicable, without this obliging the DEVELOPER to release specific proprietary code of their authorship to third parties unrelated to the CLIENT.

5. Change Control (Scope Creep)

The quoted price covers only the functionalities described. Any additional requests, modifications to the business logic, or changes to the initial requirements will be treated as an Extra Requirement. This must be quoted in a new Sales Order and approved by the CLIENT before implementation.​

6. Customer Obligations and Deadlines

The CLIENT agrees to provide access, documentation, and validations within a maximum of 3 business days after being requested. Failure to meet this deadline will result in an automatic extension of the final delivery date and may incur costs for idle time by the development team.

7. Evidence and Tacit Acceptance

After the delivery of the development to the testing environment (Staging):

  • The CLIENT will have a period of 10 business days to carry out the User Acceptance Tests (UAT).
  • If after this period the CLIENT has not notified blocking errors in writing, the service will be considered accepted satisfactorily, which will enable the DEVELOPER to issue the final invoice and/or make the move to production.

8. Technical Warranty

A 30-day post-delivery warranty is offered, exclusively for correcting programming errors (bugs) attributable to the DEVELOPER.

Exclusions: This warranty does not cover failures caused by Odoo version updates (e.g., migrating from v16 to v17), installation of incompatible third-party modules, or manipulation of the code by personnel other than the DEVELOPER.

9. Confidentiality and Data (Law 8968)

Both parties will protect the confidential information shared. The DEVELOPER agrees to process any personal data contained in the CLIENT's databases in accordance with the Law on the Protection of Individuals with regard to the Processing of their Personal Data (Law No. 8968), using them exclusively for development and quality testing purposes.

10. Limitation of Liability

The DEVELOPER's total financial liability for any claim is limited to the amount invoiced for the specific module or service that is the subject of the claim. Under no circumstances will the DEVELOPER be liable for lost profits, lost business opportunities, or data loss if the CLIENT does not have adequate backup policies in place.

11. Suspension for Late Payment

Failure to make the payments agreed in the Sales Order will entitle the DEVELOPER to temporarily suspend development services, support or access to repositories until the debt is settled, charging the default interest as provided by law (Commercial Code).

12. Dispute Resolution (RAC Clause - Arbitration)

All controversies, differences, disputes or claims that may arise from this contract, or the business and the subject matter to which it refers, its execution, breach, liquidation, interpretation or validity, shall be resolved by arbitration under the rules of the Conciliation and Arbitration Center of the Costa Rican Chamber of Commerce, to whose rules the parties voluntarily and unconditionally submit.

  • The arbitral tribunal will be composed of one (1) arbitrator (or three, depending on the amount).
  • The language of the refereeing will be Spanish.
  • The arbitral award will be final, binding and unappealable for the parties.
  • The arbitration venue will be San José, Costa Rica.