Mihwar Enterprise Technology Solutions

Terms and Conditions

These Terms at a glance

• These Terms apply when you use mihwar.dev and whenever you buy products or services from Mihwar without a separate signed agreement. If you have signed our Master Services Agreement, that agreement takes priority (Section 3).
• We sell to businesses only, not to consumers.
• How you pay depends on what you order: software and services start after an advance payment; hardware is paid in full when you receive it; combined software-and-hardware packages start with an advance payment, and the balance can be paid in installments, usually over up to three months (Sections 6 and 7).
• Hardware carries the manufacturer's or supplier's warranty, which we pass on to you. Report any device that does not work on arrival within 7 days. Our services carry a 30-day re-performance commitment (Section 13).
• Odoo licences are billed to you directly by Odoo S.A., not by us (Section 9).
• Hardware remains our property until it is paid in full, including all installments (Section 12).
• Questions about these Terms: [email protected].

1. About these Terms

These Terms and Conditions ("Terms") form an agreement between Mihwar Enterprise Technology Solutions ("Mihwar", "we", "us", "our") and the business that uses our website or buys from us ("you" or the "Customer"). Mihwar is a technology services firm with its principal place of business on An-Najah Street, Nablus, Palestine.

Mihwar's commercial registration is in progress. Until it is complete, Mihwar is operated by its founding partners acting jointly under the Mihwar name, and references to "Mihwar" in these Terms include them in that capacity. We will update this Section with our registration details once they are issued.

These Terms apply to:

• your use of mihwar.dev and its subdomains, including our client portal and our demonstration environment; and
• every quotation, order, purchase, and engagement for our products and services, unless a separate written agreement signed by both parties covers it (Section 3).

Business customers only. Our products and services are offered only to businesses and professionals. By placing an order, you confirm that you are acting for the purposes of your trade, business, or profession, and not as a consumer, and that the person placing the order is authorized to bind your business.

How you accept these Terms. You accept these Terms for an order when you do any of the following, whichever happens first: sign or approve a quotation, including electronically through our portal; confirm an order in writing, including by email, WhatsApp, Messenger, or Instagram; pay an advance, deposit, installment, or invoice; or ask us to start work or to deliver. Electronic communications, approvals, and records have the same legal effect as signed paper documents.

2. Definitions

• Business Day: Sunday to Thursday, excluding official public holidays observed by Mihwar. Business Hours: 09:00 to 17:00 Palestine time on a Business Day.
• Custom Code: any software code, module, script, configuration, automation, integration, report, or other technical work that we develop specifically for you.
• Deliverable: anything we deliver to you under an order, including software, configurations, Custom Code, documentation, training, and Hardware.
• Hardware: point-of-sale terminals, printers, scanners, cash drawers, displays, and any other physical equipment or accessories we supply.
• Order: a quotation you have accepted under Section 1, together with these Terms.
• Package: an Order that combines software or services with Hardware, such as a turnkey point-of-sale package.
• Quotation: our written offer for an Order, which states the scope, quantities, prices, payment schedule, and any timeline.
• Services: everything we do for you, including implementation, configuration, customization, development, data migration, integration, training, consulting, installation, maintenance, and support.
• Signed Agreement: a written agreement signed by both parties, such as our Master Services Agreement and any Statement of Work, annex, or addendum under it.
• Supplier: a manufacturer, importer, distributor, or other third party from whom we source Hardware.

3. Which terms apply

If documents conflict, they apply in this order of priority:

1. A Signed Agreement, which prevails entirely for the work it covers. Where a Signed Agreement exists, these Terms apply only to matters it does not address and to your use of our website.
2. The Quotation, but only for scope, Deliverables, quantities, prices, payment schedule, and timeline.
3. These Terms.

Your own purchase terms, purchase order conditions, or similar documents do not apply, even if you send them to us or refer to them, unless we agree to them in a Signed Agreement. Our Privacy Policy explains how we handle personal data.

4. Our products and services

We provide:

• Odoo ERP implementation, configuration, customization, data migration, and training;
• custom software, web platform, and e-commerce development;
• system integration and business process automation;
• point-of-sale systems, including turnkey packages that combine software and Hardware;
• the supply of Hardware;
• maintenance and support subscriptions; and
• technology consulting.

For Odoo projects, we work on one of two tracks, stated in the Quotation. The Enterprise Track follows strict native Odoo development practice for large or complex deployments. The Agile Track prioritizes speed and cost for smaller businesses and may combine Odoo with other services; it trades some long-term flexibility for a faster, lower-cost result.

Unless the Quotation expressly includes them, the following are not part of an Order: Odoo licences and hosting; third-party software, subscriptions, and services; internet, power, and network infrastructure; contracts with banks or payment providers; on-site work and travel; and anything not listed in the Quotation.

5. Quotations and orders

• Validity. A Quotation is valid for the period stated on it or, if none is stated, for 14 calendar days from its date. After that, we may revise prices to reflect changes in Supplier prices, exchange rates, customs duties, or other costs.
• Advertised prices. Prices and offers on our website, in advertisements, on social media, in brochures, or in chat messages are indicative only and are not binding offers. Only a Quotation states a binding price.
• Scope. An Order covers only what the Quotation lists. Any additional work requires a written change request that states the extra price and any change to the timeline, agreed in writing by both parties. Verbal requests and informal messages asking for out-of-scope work do not authorize it.
• Availability. If quoted Hardware becomes unavailable, we may supply an equivalent model of the same functional category and quality, unless the Quotation names a specific model. If we cannot supply an acceptable equivalent, we will refund any amount you paid for that item.
• Timelines. Delivery dates and project timelines are good-faith estimates, not guaranteed deadlines, unless the Quotation expressly states that a date is guaranteed.
• Our right to decline. We may decline any order before we accept it.

6. Prices and payment

6.1 Prices

Prices exclude taxes, customs duties, delivery charges, and bank or transfer fees, unless the Quotation states otherwise. Customers in Palestine and Israel are normally invoiced in New Israeli Shekels (ILS); other customers are normally invoiced in US dollars (USD), as stated in the Quotation. If the exchange rate between the invoice currency and the currency of our costs moves by more than 5% between the Quotation date and the date we pay our Supplier or issue an invoice, we may adjust the affected price and will tell you before the adjustment applies.

Hardware is sold at a single bundled price that includes the Supplier's cost, our handling, and our margin. We do not disclose the breakdown of that price.

6.2 When you pay

Unless the Quotation or an installment schedule states otherwise, invoices are due within 15 calendar days of the invoice date.

6.3 How you pay

You can pay by bank transfer, cash, cheque, or any other method we accept. A payment counts only when we receive cleared funds in full. You bear any bank, transfer, or intermediary charges. If a cheque is returned unpaid for any reason, the amount becomes due immediately, together with any bank charges, and we may require future payments in cash or by bank transfer.

6.4 Advance payments

Advance payments reserve our team's time and cover discovery and preparation work. They are non-refundable (Section 14).

6.5 Disputed invoices

If you dispute an invoice in good faith, you must tell us in writing within 7 Business Days of the invoice date, identifying the disputed items and the reasons. You must pay the undisputed part on time. If you do not raise a dispute within that period, the invoice is accepted.

6.6 No withholding

You may not withhold, delay, or set off any payment because of a claim against us or a dispute with a third party, including Odoo S.A. Our invoices and Odoo S.A.'s invoices are independent of each other.

7. Installment plans

• We offer installment plans for Packages and, at our discretion, for other Orders. The amounts and due dates are set out in the Quotation or in a written installment schedule.
• We may require post-dated cheques or other security for the installments.
• An installment plan is a payment arrangement, not a loan. We do not charge interest on installments unless the Quotation states otherwise.
• If any installment is not paid in full on its due date, or a cheque given for it is returned unpaid, we may: declare all remaining installments due immediately; suspend Services under Section 8; and exercise our rights over Hardware that we still own under Section 12.4.
• Ownership of Hardware passes to you only when every installment has been paid in full.

8. Late payment and suspension

As a matter of policy, we do not charge interest or penalty fees on late payments. Instead, if a payment is overdue, the following steps may apply, counted from the original due date:

We cannot and will not suspend your Odoo subscription with Odoo S.A., and we will not delete your data before the export window ends, except where the law requires it. We may reinstate suspended Services once all overdue amounts are paid, and we may require a reinstatement fee or revised payment terms. Periods of suspension do not extend timelines or deadlines. We may recover the overdue amount together with reasonable collection costs, including legal fees.

9. Odoo software and licensing

• Our role. Mihwar is an Odoo partner. We implement, configure, customize, and support Odoo, but we are not its licensor or developer, and we do not control its features, roadmap, release schedule, pricing, or licence terms.
• Two separate invoices. Your Odoo Enterprise licences and any Odoo Online or Odoo.sh hosting are invoiced to you directly by Odoo S.A. under your own agreement with Odoo S.A. Our Services are invoiced by us. Under our partnership agreement, Odoo S.A. may pay us a commission on subscriptions; this does not add to your cost.
• Active subscription required. Where we work on Odoo Enterprise, you must hold an active Odoo Enterprise subscription for the required number of users, before and throughout our work. If it lapses, we may suspend Odoo-related Services until it is restored.
• Choice of partner. Your agreement with Odoo S.A. allows you to work with another Odoo partner or with Odoo S.A. directly. Changing partner does not affect your obligation to pay us for work already done.
• Odoo updates. Odoo S.A. controls the timing and content of patches, updates, and new versions, and on Odoo Online and Odoo.sh it may apply them automatically. Problems caused by such updates in Custom Code, integrations, reports, or configurations are not defects in our work and are not covered by any warranty or maintenance subscription. We can fix them as separately agreed and paid work.
• Future versions. We make Custom Code compatible with the Odoo version stated in the Quotation. Compatibility with future Odoo versions is not guaranteed, and upgrades to new major versions are separate projects.
• Partnership rules. We will not disable or bypass the code Odoo uses to verify subscriptions, and we will not redistribute Odoo Enterprise source code.

Hosting and responsibility

10. Implementation and project services

Your responsibilities. For any project, you must:

• appoint one project owner with authority to make decisions for your business;
• give us timely access to the people, information, systems, and premises we need;
• respond to our requests for information, approvals, and feedback within 5 Business Days;
• provide data that is accurate, complete, and lawful for us to use;
• obtain any licences, subscriptions, and consents your use of the Deliverables requires; and
• test the Deliverables within the acceptance period (Section 11).

If you do not meet these responsibilities, the timeline will be adjusted, additional fees may apply, and we are not responsible for the resulting delay.

Data migration. We migrate data according to the field mappings agreed with you in writing. You remain responsible for the accuracy, completeness, and legality of the source data. We are not responsible for defects in the source data, data that cannot be migrated because of differences between systems, or the accounting, tax, or regulatory consequences of migrated data.

Tax and legal settings. We configure taxes, invoices, and accounting settings according to your instructions. You are responsible for confirming that they meet your legal, tax, and accounting obligations. We do not give legal, tax, or accounting advice.

Training. Training is provided as stated in the Quotation. Additional training is charged at our hourly rate.

Go-live. A system goes live only on your written authorization. We are not responsible for a decision to go live before acceptance testing is complete or against our recommendation.

After go-live. Support after go-live is provided only if the Quotation includes a post-go-live support period, under a maintenance subscription (Section 15), or at our hourly rate.

Our team. We may assign, replace, and engage team members, subcontractors, and freelancers to deliver Services. They are bound by written confidentiality, intellectual property, and data protection obligations, and we remain responsible for their work.

11. Acceptance of deliverables

• When a Deliverable is ready, we will notify you. You then have 20 calendar days to test it against the acceptance criteria in the Quotation and report any defects to us in writing, with enough detail for us to reproduce them.
• We will fix reported defects that materially depart from those criteria. You then have 7 calendar days to confirm the fix.
• Cosmetic issues, changes of mind, requests for new features, and problems caused by your data, your systems, or misuse are not defects. We handle them as change requests.
• A Deliverable is accepted on the earliest of: your written acceptance; its use in your live operations; or the end of the testing period without a written defect report that meets the requirements above.
• After acceptance, further changes are handled as change requests or under a maintenance subscription.
• Acceptance of Hardware is governed by Sections 12 and 13.

12. Hardware and point-of-sale packages

12.1 Our role

We act as a reseller of Hardware, not as its manufacturer. We source Hardware from Suppliers of our choice and may change Suppliers at any time. Supplying a product is not an endorsement of its suitability for your particular use. You are responsible for deciding whether the Hardware meets your operational, environmental, and regulatory needs.

12.2 Delivery

• We prepare and package Hardware and Packages in Nablus and deliver them through our team or courier partners to the address you give us. Delivery charges are as stated in the Quotation.
• Delivery times are estimates. We are not liable for delays caused by Suppliers, customs, couriers, checkpoints, closures, or other events outside our control.
• An authorized person must be available to receive the delivery, check the visible condition of the boxes, and confirm receipt. If a delivery fails or is refused, you pay the costs of returning and redelivering it.

12.3 Setup and installation

Packages are prepared so that you only need to connect the devices. Any remote or on-site setup assistance is provided as stated in the Quotation; further assistance is charged at our hourly rate, plus travel costs where applicable. You are responsible for an installation environment that meets the manufacturer's requirements, including stable power, surge protection, network connectivity, temperature, ventilation, and physical security. Failures caused by the environment are not covered.

12.4 Risk and ownership

• Risk of loss or damage passes to you when the Hardware is delivered to your address.
• Ownership passes to you only when you have paid the full price, including every installment and any related charges.
• Until then, you hold the Hardware on our behalf: you must keep it identifiable, protect it from loss and damage, and not sell, pledge, lend, or move it outside your business premises without our written consent.
• If you fail to pay, we may recover the Hardware, and you must give us access to do so. This is in addition to our right to recover any amount still owed.

12.5 Payment terminals and card readers

Mihwar is not a Payment Card Industry (PCI) certified entity. If the Hardware includes payment terminals or card readers, you are responsible for compliance with card-industry standards and for your agreements with your bank or payment provider. We do not represent that any Hardware complies with payment-card or fiscal-device regulations. Where we integrate such devices, we design the integration, where possible, so that cardholder data does not pass through our code or systems.

12.6 Consumables, accessories, and firmware

Consumables (such as paper rolls, ribbons, and batteries), accessories, and the firmware or software embedded in Hardware are governed by the manufacturer's own terms. Consumables are generally not covered by any warranty.

12.7 Data on devices

Point-of-sale devices can store data, such as cached transactions and logs. Before you send a device for repair, replacement, or warranty service, back up and remove its data, or ask us to help.

13. Warranties and guarantees

13.1 Hardware warranty

We are not the manufacturer of the Hardware we sell, and we do not give a warranty of our own for Hardware. Where the Supplier or manufacturer provides a warranty, we pass its benefit on to you as far as the Supplier allows, and we will share the warranty information the Supplier gives us. The scope, duration, conditions, and remedies of that warranty are set by the Supplier or manufacturer.

How to make a claim. Tell us in writing, giving the device's serial number, your invoice number, a description of the fault, and photos or video. We will either handle the claim with the Supplier for you or give you the Supplier's contact details. Your remedy is the one the Supplier provides, which may be repair, replacement, or refund at the Supplier's choice.

What warranties do not cover. Damage caused by misuse, accidents, drops, liquids, power surges or unstable power, an unsuitable environment, repairs or modifications by anyone other than the Supplier, unauthorized software, normal wear and tear, consumables, and cosmetic damage. If a fault is not covered, or the warranty has expired, you pay for the repair or replacement and any handling fee we charge. On-site work outside the warranty or a maintenance subscription is charged at our hourly rate plus travel costs.

13.2 Dead on arrival

If Hardware does not work when you first unpack and connect it, you must report it to us in writing within 7 calendar days of receipt, with photos or video and a description of the problem. We will make reasonable efforts to arrange a replacement or repair through the Supplier, whose decision determines the outcome. Hardware not reported within those 7 days is treated as received in good working order, and later faults are handled under Section 13.1.

13.3 Services

We perform our Services in a professional and workmanlike manner, consistent with generally accepted industry standards. If a Service does not meet this standard, you must tell us in writing within 30 calendar days of its performance, describing the deficiency. We will then, at our choice, perform the Service again or refund the fees paid for the deficient part. This is your only remedy for a breach of this commitment.

13.4 Custom Code

To the best of our knowledge at delivery, Custom Code (excluding your materials, open-source components, and third-party components) is our original work and does not knowingly infringe anyone's intellectual property rights. If a third party claims that unmodified Custom Code, used in line with these Terms, infringes its rights, we will at our choice obtain the right for you to keep using it, modify or replace it with equivalent non-infringing code, or end your licence to the affected code and refund the unamortized part of the fees paid for it (calculated over three years). Section 19 applies to this commitment.

13.5 What we do not guarantee

We do not guarantee that any system will operate without interruption or errors; that you will achieve particular business results, sales, or savings; the availability or behavior of Odoo, hosting providers, the internet, power, or other third-party services; or compatibility with future versions of Odoo or other third-party software. Our recommendations are professional opinions based on the information you give us.

13.6 No other warranties

Except as expressly stated in this Section 13, and to the maximum extent permitted by law, we give no other warranties or guarantees, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. Nothing said or written by our team, in advertisements, or on social media creates a warranty unless it is included in a Quotation or Signed Agreement.

13.7 Your mandatory rights

Nothing in these Terms excludes or limits any right or remedy that cannot be excluded or limited under the law that applies to your Order. Where such a law gives you mandatory rights for defective goods or services, those rights apply in addition to the commitments in this Section 13.

14. Returns, cancellations, and refunds

14.1 Hardware returns

Hardware cannot be returned or refunded once delivered, except: for a dead-on-arrival claim accepted under Section 13.2; for a warranty claim accepted by the Supplier under Section 13.1; or where we agree, at our discretion, to accept a return because we can recover the cost from the Supplier, in which case we may deduct handling and restocking costs. Because you buy for business use, you waive any right of return, withdrawal, or refund that applies to consumers, to the extent the law allows. Section 13.7 still applies.

14.2 Cancelling Hardware before delivery

If you cancel a Hardware order, or refuse delivery, after we have ordered or prepared the Hardware, you must pay the Supplier costs we cannot recover, together with our handling and delivery costs.

14.3 Services

Advance payments are non-refundable in all cases, including cancellation, change of mind, a change in your business plans, or termination for convenience. If you cancel or end an Order, you must pay for the work performed and the costs incurred up to the date it ends. Any amount you paid in advance beyond the advance payment, for work not yet performed, will be refunded after deducting a cancellation administration fee of 15% of the refundable amount. Work delivered up to that date is made available to you subject to Section 16.

14.4 Packages

For a Package, the software and services part follows Section 14.3 and the Hardware part follows Sections 14.1 and 14.2. Hardware already delivered remains payable in full, including any outstanding installments for it.

14.5 Maintenance subscriptions

Subscription fees are non-refundable, and unused support hours are forfeited. To stop a subscription from renewing, give us written notice at least 30 calendar days before the renewal date (Section 15).

14.6 How refunds are paid

We pay refunds by bank transfer or by the method you originally used, within 30 calendar days after the refund amount is agreed.

15. Maintenance and support

• Availability. After go-live, support is available under a maintenance subscription, during any post-go-live support period included in your Quotation, or per incident at our hourly rate.
• Term and renewal. A subscription runs for one year and renews automatically for further one-year terms unless either party gives written notice of non-renewal at least 30 calendar days before the end of the current term. We will tell you about any fee change at least 60 calendar days before renewal.
• Support hours allowance. Each subscription includes a monthly allowance of support hours, stated in your subscription order. Unused hours do not carry over to the next month. We will tell you when you have used about 75% and 100% of the allowance, and additional hours are charged at our hourly rate.
• What is included. Fixing defects in Custom Code we delivered; applying patches where we have access; how-to and functional support; diagnosing issues in the covered systems; small configuration changes; and two hours of refresher training per year.
• What is excluded. New features, modules, reports, or integrations; major Odoo version upgrades; recovering data lost through causes other than our own act or omission; third-party software, hardware, and networks; issues caused by your own changes; problems caused by Odoo updates (Section 9); performance work needed because of significant growth; and on-site visits.
• Requirements. Support requires an active Odoo subscription where Odoo Enterprise is used, subscription fees paid up to date, and your cooperation, including access to the systems involved.
• Channels. Requests must be sent through the support channels stated in your subscription order. Requests sent elsewhere, including direct messages to individual team members, may not count for the response targets.

Response targets. We classify each request in good faith, based on its impact on your operations.

Response targets refer to the time within which we start working on a request, not the time to resolve it, which depends on the issue. Missing a target does not entitle you to service credits or refunds. If we persistently fail to meet the targets and do not correct this within 30 days of your written notice, you may end the subscription. That is your only remedy for missed targets.

16. Intellectual property

• Our intellectual property. Our website, brand, logos, content, methodologies, templates, tools, libraries, and pre-existing modules, and everything we develop independently of your Order, remain ours.
• Custom Code. Unless agreed otherwise in writing, we own the Custom Code we create for you. Once you have paid for it in full, you receive a perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use it, to copy it for backup, and to modify it internally, for your own business operations.
• Licence restrictions. You may not sell, distribute, sublicense, or make the Custom Code available to others, use it to provide services to third parties, remove ownership notices, or transfer the licence without our written consent. We may end the licence if you commit a material breach that you do not remedy within 30 days of our written notice, including non-payment, or if you become insolvent.
• Ownership transfer. You can acquire full ownership of specified Custom Code by electing this in the Quotation or a Signed Agreement and paying the separately quoted transfer fee in full. We keep ownership of our pre-existing materials included in it, which you may continue to use as part of that code.
• Source code. After acceptance and full payment, we make the source code of your Custom Code available through the method agreed in the Quotation. You must keep it confidential.
• Know-how. We may reuse the general skills, knowledge, and techniques we develop while working for you, but never your confidential information.
• Third-party and open-source components. Components licensed by third parties, including open-source software and Odoo itself, remain subject to their own licences. Unless the Quotation includes them, you are responsible for any third-party subscriptions they need.
• Your materials. You own your data and the materials you give us. You grant us the right to use them as needed to provide the Services, and you confirm that you have the rights to give them to us.
• Feedback. We may freely use any suggestions or feedback you give us about our products and services.

17. Data, hosting, and confidentiality

• Personal data. Our Privacy Policy explains how we handle personal data. When we process personal data held in your systems, you are the controller and we act as your processor, following your instructions. Where a Data Processing Addendum is signed, it governs that processing.
• Hosting and backups. Responsibility for hosting, security, and backups follows the hosting model in Section 9. Keep your own copies of important data, especially where you host the system yourself.
• Confidentiality. Each party will keep the other's confidential information confidential, use it only for the Order, and share it only with personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, was already known to it, was developed independently, or is received lawfully from a third party. If the law requires disclosure, the disclosing party will give notice where permitted and disclose only what is required.
• Duration. Confidentiality obligations continue for 4 years after the relationship ends; for trade secrets, technical methods, and financial information, for 7 years; and for source code, credentials, and security information, indefinitely.
• Public repositories. We do not place your confidential information, your data, or Custom Code containing your confidential business processes in public code repositories.

18. Use of our website and demonstration environment

• Permitted use. You may use mihwar.dev for lawful business purposes. Its content is general information, may change without notice, and is not professional advice or a binding offer.
• Prohibited use. You must not use our website or systems unlawfully; try to gain unauthorized access; probe, scan, or test their security; introduce malicious code; overload or disrupt them; collect content or data by automated means; or submit false information.
• Accounts. If you have a portal or demonstration account, keep your login details confidential. You are responsible for activity under your account and must tell us promptly about any misuse.
• Demonstration environment. Our demonstration environment is access-restricted and provided as is, for evaluation only. It uses fictional or sample data. Do not upload real customer or employee data unless we have agreed this with you in advance. We may reset or delete demonstration databases at any time, and in any event after the demonstration ends.
• Links. Links to third-party websites are provided for convenience. We are not responsible for their content or practices.
• Suspension. We may suspend or block access to our website or systems if we reasonably believe these Terms are being breached or our systems are at risk.

19. Limitation of liability and indemnity

19.1 Excluded losses

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, business, goodwill, data, or use, business interruption, or the cost of substitute goods or services, however caused.

19.2 Liability cap

To the maximum extent permitted by law, each party's total liability under or in connection with an Order is limited to 50% of the fees actually paid to us under that Order in the 12 months before the event giving rise to the claim. Our total liability in connection with any item of Hardware is further limited to the amount paid to us for that item. We have no liability arising from free use of our website or demonstration environment.

19.3 Exceptions

These limits do not apply to: your obligation to pay for what you have ordered; either party's breach of confidentiality; the indemnities in this Section 19; fraud, wilful misconduct, or gross negligence; or any liability that cannot be limited by law.

19.4 Third parties

We are not liable for the acts, omissions, or failures of Odoo S.A., Suppliers and manufacturers, couriers, banks, payment providers, hosting providers that we did not engage, internet and telecommunications providers, or other third parties outside our control.

19.5 Your indemnity

You will indemnify us against third-party claims, losses, and costs (including reasonable legal fees) arising from: your data and materials; your use of our products, Services, or Deliverables in breach of these Terms, the law, or third-party rights; specifications or instructions you give us; your failure to obtain required licences or consents; changes to Deliverables made by you or for you by others; and your operation of payment devices.

19.6 Allocation of risk

These limits reflect a deliberate allocation of risk between the parties and are reflected in our prices.

20. Termination

• Either party may end an Order if the other commits a material breach and does not remedy it within 30 calendar days of written notice. We may also end an Order for non-payment under Section 8, or if you become insolvent or stop trading.
• When an Order ends for any reason: you must pay for all work performed, Hardware delivered, and costs incurred up to the end date; we will deliver the Deliverables that are complete and paid for; we have no obligation to deliver unpaid or unfinished work; your licence to Custom Code continues only for Custom Code you have paid for in full; and each party will return or destroy the other's confidential information, except copies it must keep by law or in routine backups.
• For systems we host, you have 30 calendar days after the end date to export your data, after which we may delete it.
• Sections that by their nature should continue after an Order ends, including payment, intellectual property, confidentiality, limitation of liability, non-solicitation, and governing law, continue to apply.

21. Non-solicitation and publicity

• Non-solicitation. While we work together and for 20 months afterwards, neither party will solicit, hire, or engage, directly or indirectly, any employee or contractor of the other who was involved in the Services, without the other's written consent. General job advertisements not aimed at the other party's staff are allowed. If this commitment is breached, the breaching party will pay the other, as liquidated damages, an amount equal to 12 months of that person's gross salary or average monthly fees. You also must not engage our subcontractors directly for work within the scope of an Order without our written consent.
• Publicity. We may name you as a customer and use your business name and logo, with a factual description of our work for you, in our marketing (including our website, social media, presentations, and proposals), during our relationship and for three years after it ends. We will not disclose your confidential information. You may opt out of future uses by giving us written notice within 10 calendar days of accepting your first Order; we will not need to remove uses already published. We publish an individual's name, photo, or testimonial only with that person's consent.

22. Force majeure

Neither party is liable for a failure or delay caused by events beyond its reasonable control, including: war, armed conflict, military operations, and hostilities; closures, checkpoints, curfews, movement restrictions, and other measures by any authority; natural disasters, fire, floods, and severe weather; epidemics; strikes not involving the affected party's own staff; power, internet, or telecommunications outages lasting more than 24 hours, including government-imposed shutdowns; and cyber-attacks. The affected party must notify the other promptly, take reasonable steps to limit the effect, and resume performance as soon as possible. If the event continues for more than 60 consecutive days, either party may end the affected Order by written notice. Force majeure never excuses payment for products and Services already delivered.

23. Governing law and disputes

• Customers in Palestine or Israel. These Terms are governed by the laws of Palestine. If a dispute is not resolved amicably within 30 calendar days of written notice, it will be referred to arbitration seated in Ramallah or Jerusalem, before a sole arbitrator (or a panel of three if the parties cannot agree on one), conducted in Arabic. The award is final and binding.
• Customers elsewhere. These Terms are governed by the laws of the Dubai International Financial Centre (DIFC). If a dispute is not resolved amicably within 30 calendar days of written notice, it will be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under its rules, before a sole arbitrator, with the seat of arbitration in the DIFC, conducted in English.
• Urgent relief. Either party may seek urgent or injunctive relief from a competent court to protect its intellectual property or confidential information.
• Costs and confidentiality. The prevailing party may recover its reasonable legal fees and costs. Arbitration proceedings and awards are confidential, except as needed to enforce an award.

24. General terms

• Entire agreement. Where there is no Signed Agreement, the Quotation and these Terms form the entire agreement for an Order and replace earlier discussions, proposals, and marketing materials.
• Assignment. You may not transfer your rights or obligations without our written consent. We may transfer ours to an affiliate or to a successor through a merger, reorganization, or sale of our business, including on completion of our commercial registration.
• Independent parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, or removed, and the rest of these Terms will continue to apply.
• No waiver. A delay or failure to enforce a right is not a waiver of it. A waiver is effective only if it is in writing.
• Notices. Formal notices (for example, of breach, termination, or dispute) must be in writing and sent by email to the addresses in the Quotation or Section 25, or by registered post or courier. Day-to-day communications may be made by email, chat, or messaging apps.
• Records. Our system records of orders, deliveries, payments, and support time are evidence of what they record, unless shown to be wrong.
• Third parties. No one other than you and Mihwar has rights under these Terms.
• Language. These Terms are published in Arabic and English. For customers in Palestine or Israel, the Arabic version prevails if the two versions differ; for all other customers, the English version prevails.

25. Changes to these Terms and contact

We may update these Terms from time to time and will change the "Last updated" date at the top of this page. The version in force when you accept an Order applies to that Order. Changes apply to your use of the website from the date they are published. For subscriptions, changes take effect at the next renewal.

Mihwar Enterprise Technology Solutions

An-Najah Street, Nablus, Palestine

Email: [email protected] · Phone: 0599995190 (Sunday to Thursday, 09:00–17:00 Palestine time)