Karizma Services Agreement

For the purposes of this Agreement, the terms below shall have the following meanings:

2.1 Karizma One service

Refers to all services provided by Karizma under this Contract, including in particular :

• secure, managed cloud hosting,
• technical maintenance and updates,
• technical and functional support,
• access to developments and modules belonging to Karizma.

2.2 Karizma One platform

Refers to the PaaS environment operated by Karizma, which provides technical and application support for the services provided.
It includes cloud infrastructures, hosted Odoo environments, access management tools and Karizma modules.

2.3 User

Refers to any individual authorized by the customer to access the Odoo Karizma One platform, with a personal identifier.
Deactivated accounts or accounts with limited access (portal type) are not counted as paying users.

2.4 Karizma modules

Refers to proprietary developments, customizations and functionalities designed or maintained by Karizma and made available to the Customer as part of the Service.

2.5 Customer data

Refers to all data, documents, content and information entered, generated or hosted on the Karizma One platform by the Customer or its authorized users.

2.6 Critical incident (P1)

Malfunction resulting in total unavailability of the platform or an essential production function, requiring priority intervention.

2.7 SLA (Service Level Agreement)

Service levels and response times guaranteed by Karizma under this Contract, as defined in Appendix B.

2.8 Parts

Refers jointly to Karizma and the Customer.

2.9 Contract

Refers to this contractual document and its appendices, as well as any subsequent amendments.

3.1 Purpose of the contract

The purpose of this Agreement is to define the conditions under which Karizma provides the Customer a Karizma One servicesservices, including :

• secure, managed cloud hosting of Odoo environments,
• technical maintenance and application updates,
• technical and functional support,
• the provision and use of Karizma proprietary proprietary Karizmaproprietary developments and modules.

3.2 Territorial scope

Karizma One services can be provided to established customers:

• at Morocco,
• orinternational,

3.3 Scope of Karizma's commitments

Under this Contract, Karizma acts as technical and functional service provider service provider.
Its obligations are strictly limited to :

• to the services described in this Contract,
• to Karizma proprietary developments,
• the SLA commitments specified in Appendix B.

3.4 Type of mixed contract (optional)

If the Customer chooses to subscribe to a separate Odoo Enterprise contract, Karizma may, at the Customer's request :

• assist the customer in the operational management of the publisher's contract,

In this case, the respective responsibilities of Karizma and Odoo remain strictly separate and in accordance with the respective contracts signed with each party.

4.1 Secure, managed cloud hosting

Karizma provides technical hosting for the Karizma One platform in a secure cloud environment, including :

• Hosting in certified data centers (Tier III or equivalent) ;
• Secure access and communications via SSL/TLS protocols ;
• Proactive supervision and 24/7 infrastructure maintenance;
• Automatic daily backups, replicated across multiple zones ;
• Scalability and optimization according to user load.

4.2 Technical maintenance & updates

Karizma is responsible for the technical maintenance of the platform, including :

• Unlimited correction of technical incidents linked to the hosted environment ;
• Application and system security updates ;
• Regular database cleaning and optimization.

   

4.3 Technical and functional support

The Customer benefits from Karizma support for any incident or need for assistance related to :

• the hosted platform (servers, access, storage),
• Odoo modules and developments,
• Odoo integration and configuration, within the limits of Karizma's responsibilities.

Opening hours Monday to Friday, 9:00 am to 6:00 pm (GMT+1)
Availability 99.9% SLA quarterly
SLA details in Appendix B (support times P1 → P4)

4.4 Karizma intellectual property

Karizma provides the Customer with certain proprietary proprietary modules, developments and functionalities within the framework of a non-exclusive, non-transferable right of use limited to the duration of the contract.

• These developments remain the exclusive property of Karizma.
• The customer acquires no right of reproduction, transfer or distribution without written authorization.
• Any unauthorized use after termination is strictly prohibited.

4.5 Optional additional services

In addition to the basic services, Karizma can offer the customer, according to a quotation or amendment:

• User and administrator training ;
• Specific developments, API integrations, connectors ;
• TMA (Third-Party Application Maintenance) and upgrade assistance ;
• Consulting, digital audit and business support.

These services are described in more detail in Appendix C.

5.1 Initial term

The present Contract is concluded for an initial term of twelve (12) months from the Effective Datecorresponding to the date of electronic signature or validation of the order by Karizma.

5.2 Renewal

At the end of the initial period, the Contract may be renewed according to one of the following formulas:

• Annual renewal Annual renewal: tacit renewal for a further 12-month period, unless terminated in writing by one of the Parties (see 5.3).
• Three-year renewal (3 years) At the customer's express request, with a discount of 10 % on the current annual rate.
• Five-year renewal (5 years) At the customer's express request, with a discount of 20 % on the current annual rate.

Multi-year renewals are subject to a written contractual amendment.

5.3 Notice of non-renewal

Either Party may notify the other of its decision to not to renew the Contractin writing (email or registered mail) at least sixty (60) days before the expiry date of the current contractual period.

5.4 Early termination

The Contract may be terminated before its expiry date in the following cases:

1. By the customerat any time, subject to written notice of sixty (60) days.
2. By Karizmain the event of a serious breach by the Customer of its contractual obligations, not remedied within thirty (30) days of written notice.
3. In the event of force majeure Permanently preventing the performance of contractual obligations.

5.5 Effects of termination

In the event of termination :

• Upon written request, Karizma provides the Customer with a complete complete backup of its data in a standard format (database dump + files);
• The Customer loses access to Karizma One services and Karizma proprietary modules on the effective date of termination;
• The rights of use granted to the Customer terminate immediately.

6.1 Standard pricing

Pricing for Karizma One is based primarily on the number of number of active users and associated associated storage.
Standard financial elements are as follows:

• Cost per user : ...... MAD excl. VAT / user / year (20% discount)
• Storage included 10 GB per user ;
• Additional storage : .. MAD / GB / year ;
• Unlimited number of companies at no extra cost.

Prices are quoted exclusive of tax. The customer is responsible for payment of applicable taxes in accordance with Moroccan law.

6.2 Billing and payment

• Periodicity annual invoicing covering the contract period ;
• Payment required with orderbefore activation of services ;
• Accepted means of payment Bank transfer or cheque ;
• Invoices are payable on receipt, unless otherwise agreed in writing.

6.3 Adjustments during the term of the contract

• Adding users or storage during the year: invoicing prorata temporis until the next annual due date.
• Price revision limited to 7% maximum every 3 yearsapplied at the next renewal date.
• Any price change is notified in writing or via the customer platform.

6.4 Non-payment and suspension

In the event of persistent non-payment after reminders, Karizma reserves the right to :

1. temporarily suspend access to services until the situation has been rectified, following written notification,
2. terminate the Contract in accordance with Section 5.

6.5 Taxes

• All prices are quoted exclusive of VAT and other applicable taxes.
• The customer undertakes to pay all taxes relating to Karizma One services in accordance with Moroccan legislation in force.

7.1 Accuracy and updating of information

The Customer undertakes to :

• provide Karizma with accurate, complete and up-to-date information at the time of subscription and throughout the duration of the Contract,
• promptly inform Karizma of any change that may affect billing, access management or security.

7.2 Intended use of the platform

The Customer undertakes to use the Karizma One platform and associated services in a responsible and lawful manner, and in particular to :

• comply with all applicable laws and regulations,
• comply with the technical conditions of use defined by Karizma,
• adopt appropriate IT security practices.

In particular, the Customer agrees not to:

• attempt to gain unauthorized access to hosted systems,
• bypass or tamper with safety devices,
• disrupt the smooth running of the platform,
• use the services for illegal, fraudulent or harmful purposes.

7.3 User access management

• The Customer is entirely responsible for the creation, management and deletion of user accounts in his Karizma One instance.
• Any action carried out with a user ID is deemed to originate from the Customer.
• The Customer must guarantee the confidentiality of the identifiers and immediately notify Karizma in the event of loss or compromise.

7.4 Cooperation with Karizma

The Customer undertakes to cooperate actively with Karizma in order to facilitate the proper performance of the services, in particular by :

• designating a technical and/or functional contact,
• providing the necessary information within a reasonable timeframe,
• taking part in exchanges needed to resolve incidents or develop services.

7.5 Legal and regulatory compliance

• The customer is solely responsible for complying with all legal, tax legal, fiscal, social or sectorial obligations related to his activity and to the use of the Karizma One platform.
• Karizma assumes no responsibility for the Customer's own business compliance.

7.6 Prohibition of unauthorized transfer

The Customer may not assign, transfer or delegate all or part of its rights and obligations under this Agreement without the prior written consent of Karizma.
Any attempt at unauthorized assignment shall be deemed null and void and may result in immediate termination of the Contract.

8.1 Karizma intellectual property

Karizma retains all intellectual property rights to :

• the Karizma One platform (infrastructures, tools, configurations),
• proprietary modules, developments and customizations,
• associated documentation, methods, internal tools and know-how.

The Customer is granted only a limited limited, non-exclusive and non-transferable right of usevalid for the duration of the Contract.
Any reproduction, distribution, adaptation or exploitation outside this framework is strictly forbidden without written authorization from Karizma.

8.2 Ownership of customer data

• The customer remains full ownership of all data stored in the Karizma stored in the Karizma One platform, including business data, documents and histories.
• Karizma acts exclusively as a technical service provider and does not acquire any ownership rights to the data.
• Upon termination, the Customer may recover his data in a standard format (database dump + files), in accordance with clause 5.5.

8.3 Backups and reversibility

Karizma implements secure backup mechanisms:

• Automatic daily backups replicated across multiple zones ;
• Conservation in protected environments;
• Data can be returned in standard format upon termination or written request.

8.4 Privacy policy

Each Party undertakes not to divulge any confidential information obtained in the performance of the Contract, whether technical, commercial, strategic or financial.
This obligation :

• applies for the entire duration of the Contract,
• continues for a period of three (3) years after its termination.

Public information or information legally obtained from a third party is excluded from this obligation.

8.5 Protection of personal data

Karizma undertakes to comply with Moroccan legislation on the protection of personal data (in particular law 09-08).

• The Customer remains responsible for processing of personal data hosted or entered via the platform.
• Karizma acts as technical subcontractor and takes the necessary measures to guarantee security and confidentiality.
• Karizma may use technical subcontractors meeting equivalent standards.

8.6 Non-solicitation of Karizma personnel

The Customer undertakes not to solicit, recruit or employ, directly or indirectly, any Karizma employee who has participated in the performance of the Services, for the duration of the Contract and for a period of twelve (12) months after its termination.
Any breach will result in a lump-sum penalty of 200,000 MAD due immediately.

9.1 Karizma's commitments

Karizma undertakes to :

• provide Karizma One services in accordance with the quality and safety standards defined in the present Contract and its appendices,
• maintain 99.9% platform availabilitymeasured on a quarterly basis,
• intervene diligently in the event of a critical incident, within the deadlines set out in the SLA Annex,
• mobilize the technical and human resources needed to ensure continuity of service.

9.2 Warranties

Karizma guarantees that :

• the Karizma One platform is hosted in a secure environment, supervised and regularly backed up,
• customer data is protected by daily replicated and restorable backups,
• Karizma proprietary modules are developed in accordance with current best technical practices.

   

However, Karizma does not guarantee :

• the total absence of interruptions, bugs or errors,
• that the platform is perfectly suited to the customer's specific, unspecified needs,
• correction of incidents caused by misuse or unauthorized intervention.

9.3 Customer responsibilities

The Customer is responsible for :

• the proper use of Karizma One services,
• secure management of user access,
• legal compliance of its data and internal processes,
• the reliability of its equipment and network connection.

Karizma cannot be held responsible for failures resulting from negligence, operating errors or a non-compliant customer environment.

9.4 Limitation of liability

Karizma's total cumulative liability, for all causes, is strictly limited to the total amount strictly limited to the total amount of royalties paid by the Customer over the last twelve (12) months preceding the claim.

In no event shall Karizma be liable for :

• indirect or intangible losses (loss of data caused by the customer, loss of sales, damage to image, etc.),
• damage resulting from the acts or omissions of third parties,
• damage resulting from improper use or fault on the part of the customer.

9.5 Force majeure

Neither Party shall be held liable for any breach of contract due to an event of force majeure eventas defined by Moroccan legislation and jurisprudence, including but not limited to: natural disasters, pandemics, wars, riots, massive cyber-attacks, unforeseen governmental decisions or large-scale Internet outages.
Performance of the affected obligations is suspended for the duration of the event, without indemnity or penalty.

9.6 Non-waiver

The failure of either Party to exercise any right or to invoke any clause of this Agreement shall not be construed as a waiver of such right or clause.

10.1 Applicable law

This Contract is governed by Moroccan law
It shall be interpreted in accordance with the legal and regulatory provisions in force in Morocco, irrespective of the place of performance of the services or the Customer's location.

10.2 Jurisdiction

In the event of any dispute relating to the interpretation or performance of this Agreement, the Parties shall endeavor to find an amicable solution.
Failing agreement within thirty (30) days of written notification of the dispute, the courts of Casablanca (Morocco) shall have exclusive jurisdiction.

10.3 Contractual notices

All communications between the Parties under this Agreement shall be made :

• in writing, by email or registered post with acknowledgement of receipt,
• or via the Karizma One platform for operational notifications (e.g. incidents, technical alerts).

Important notifications (termination, dispute, contractual modifications) must be sent to the official contact details designated by each Party at the time of signature.

10.4 Assignment and subcontracting

• Karizma may freely entrust the performance of certain services (hosting, support, security, etc.) to qualified qualified subcontractorsKarizma remains liable to the customer.
• The Customer may not assign or transfer all or part of its rights and obligations under this Agreement without the prior written consent of Karizma.

10.5 Contract amendments

Karizma reserves the right to make changes to this to the present Contractwith written notice of at least thirty (30) days..
In the event of disagreement, the Customer may terminate the Contract within this period.
Failing this, the modifications will be deemed to have been accepted on the announced effective date.

10.6 Divisibility

If any provision of this Agreement is declared void, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
The Parties undertake to negotiate in good faith a replacement clause with equivalent economic effect.

10.7 Commercial references

Unless the Customer objects in writing, Karizma is authorized to:

• mention the Customer's name, logo and business sector in its commercial references, presentations and marketing materials,
• communicate about the collaboration in a factual manner, without divulging confidential information.