Provider: PT TRVM Global Ventures (trading as Dive Works Studio)

Client: The entity identified in the related Sales Order or Service Agreement

Term of the Agreement

This Agreement commences on the date of the first payment under the related Sales Order and continues until all Services are completed, unless terminated earlier under the Termination section. 

Definitions

• Agreement: This contract and any referenced Sales Order.
• Business Day: Any calendar day except Saturdays, Sundays, or Indonesian public holidays.
• Deliverables: Source code, documentation, configurations, and related materials delivered by Provider.
• Custom Modules: Custom Python or JavaScript modules developed for the Client’s Odoo environment.
• Services: Custom Development Services described in Services.
• Support: Bug fixes and minor adjustments as described in 4.5 Support.
• Confidential Information: Any non-public information exchanged under this Agreement.
  

Access & Deliverables

Provider will grant Client access to a private Git repository, a staging environment, and deployment pipelines. All Deliverables will be versioned and documented.

Client Access Requirement:

Client must provide Provider with admin‑level backend access to install, configure, update, and remove the Deliverables as required for both perpetual and subscription license models.

Services

4.1 Minor Customizations

Configuration changes, report and view updates, automated actions, and small enhancements performed via Odoo Studio.

4.2 Major Developments

Design, development, testing, and documentation of Custom Modules written in Python/JavaScript for Odoo.

4.3 Upgrades

Migration of Deliverables to one major Odoo release within 12 months of delivery; code remediation for compatibility.

4.4 Deployment & Hosting

Assistance deploying Deliverables to Client’s production environment. Coordination with Client’s hosting provider or Odoo.sh subscription.

4.5 Support

Provider will correct defects in Delivered functionality for 30 days post-delivery, using industry-standard response times during Business Days.

Fees & Payment

Fees are specified in the related Sales Order. Unless otherwise agreed:

• 50% due upon order acceptance
• 50% due upon delivery of final Deliverables Payment is due within 7 Business Days of invoice.
  

Client Obligations

Client shall:

• Provide timely feedback, approvals, and specifications.
• Supply necessary credentials and environment access.
• Maintain backups of all systems and data.
• Designate a primary point of contact.

Intellectual Property

Upon full payment, Client receives a perpetual, non-exclusive license to use and modify all Deliverables for internal business purposes. Provider retains ownership of any underlying libraries, frameworks, and tools.

Confidentiality

Each party agrees to protect Confidential Information from unauthorized use or disclosure and to use it solely for performance under this Agreement.

Warranties & Liability

Provider warrants Services will conform to specifications for 30 days after delivery. Provider’s aggregate liability is limited to the fees paid by Client under this Agreement. Neither party is liable for indirect or consequential damages.

Termination

Either party may terminate for material breach if the breach is not cured within 30 Business Days’ written notice. Client may terminate for non-payment if payment is not received within 14 Business Days of invoice after one reminder.

Governing Law

This Agreement is governed by the laws of Indonesia. Any dispute will be resolved in the courts of Jakarta.

Appendix A: License Models

Provider retains all Intellectual Property rights in the Deliverables. The Client’s right to use the Deliverables depends on the license model selected in the related Sales Order.

A. Perpetual License

• One‑time development fee as specified in the Sales Order.
• Upon full payment, Client receives a perpetual, non‑exclusive, non‑transferable license to install and use the Deliverables indefinitely in their environments.
• Client must maintain admin‑level access; Provider may be engaged for updates under a separate support agreement.

B. Subscription License

• Recurring fee (monthly or annual) as specified in the Sales Order.
• License remains active only while subscription payments are current.
• Includes all minor updates, bug fixes, and version upgrades for the duration of the subscription.
• Provider will maintain and manage the Deliverables in Client’s environment; Client must grant and maintain admin privileges.
• Upon subscription expiration or non‑payment, Provider will remove or disable the Deliverables within 7 Business Days unless a renewal agreement is executed.