Terms and Conditions

1 Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and First Class Ventures, LLC, a Missouri limited liability company located in St. Louis, MO ("Company," "we," "us," or "our"), concerning your use of our 24-Hour Odoo Application Development Service ("Service").

By submitting an application specification, accepting a quote, or using our Service, you agree to be bound by these Terms. If you disagree with any part of these terms, you may not use our Service.

2 Service Description

First Class Ventures, LLC provides custom Odoo application development services with a target delivery time of 24 hours for standard applications. Our Service includes:

• Custom Odoo module development based on your specifications
• Complete source code ownership transfer to you
• Comprehensive unit testing with 80%+ code coverage
• Technical documentation and user guides
• Installation instructions and deployment support

2.1 Delivery Timeframe

While we target 24-hour delivery for standard applications, actual delivery time may vary based on:

1. Application complexity and scope
2. Completeness and clarity of specifications provided
3. Third-party integration requirements
4. Required regulatory compliance features
5. Custom workflow complexity

We will provide an estimated delivery timeframe in your quote. The 24-hour target applies to applications that meet our standard complexity criteria.

3 Payment Terms

3.1 Quotes and Pricing

All development work requires a formal quote acceptance. Quotes are valid for 30 days from the date of issue. Prices are in US Dollars and are subject to change without notice for new quotes.

3.2 Deposits

We may require a deposit before beginning development work. The deposit amount (typically 25-50% of the total quote) will be clearly stated in your quote. Development begins only after deposit receipt.

3.3 Final Payment

The remaining balance is due upon delivery of the completed application. Source code and deployment packages are released upon receipt of full payment.

3.4 Refund Policy

Deposits are non-refundable once development has begun. If we are unable to deliver the application as specified, we will refund your deposit in full. No refunds are provided after source code delivery.

4 Client Responsibilities

To ensure successful and timely delivery, you agree to:

• Provide complete, accurate, and detailed specifications
• Respond promptly to clarification requests (within 2 hours during business hours)
• Provide necessary access to existing systems for integration work
• Review and provide feedback on deliverables promptly
• Ensure you have proper licenses for Odoo and any third-party services

Delays in providing required information, access, or approvals may extend the delivery timeframe and may incur additional charges.

5 Intellectual Property Rights

5.1 Code Ownership

Upon receipt of full payment, you receive complete ownership of the custom code developed specifically for your application. This includes all rights, title, and interest in the deliverables.

5.2 Pre-existing IP

We retain ownership of our pre-existing intellectual property, including frameworks, libraries, and generic modules that may be incorporated into your application. You receive a perpetual, royalty-free license to use such components as part of your application.

5.3 Open Source Components

Your application may include open source components subject to their respective licenses. We will identify any such components and their license requirements in the documentation.

6 Warranties and Disclaimers

6.1 Limited Warranty

We warrant that the delivered application will substantially conform to the agreed specifications for a period of 30 days from delivery ("Warranty Period"). During this period, we will fix any bugs or defects that prevent the application from meeting the specifications at no additional charge.

6.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.3 No Guarantee of Results

We do not guarantee that the application will achieve specific business results, increase sales, or improve efficiency beyond the technical specifications provided.

7 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIRST CLASS VENTURES, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

Our total liability for any claim arising from or related to these Terms or the Service shall not exceed the amount you paid for the specific application giving rise to the claim.

8 Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement. This obligation survives the termination of these Terms for a period of three (3) years.

We may use general information about the project (without revealing confidential details) for marketing purposes, including listing you as a client, unless you explicitly opt out in writing.

9 Dispute Resolution

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law provisions.

9.2 Arbitration

Any dispute arising from or relating to these Terms shall be resolved through binding arbitration in St. Louis, Missouri, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

9.3 Injunctive Relief

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

10 General Provisions

10.1 Entire Agreement

These Terms, together with any accepted quote, constitute the entire agreement between you and First Class Ventures, LLC regarding the Service.

10.2 Modifications

We reserve the right to modify these Terms at any time. Modifications will be effective upon posting to our website. Your continued use of the Service constitutes acceptance of the modified Terms.

10.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue to be valid and enforceable.

10.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

10.5 Force Majeure

Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, or acts of civil or military authorities.