Terms and Conditions

Effective Date: [MONTH] [DAY], [YEAR]  |  Last Updated: [MONTH] [DAY], [YEAR]

These Terms and Conditions (these “Terms”) govern access to and use of the website located at avalonerp.com (the “Site”) and the products and services offered by Avalon Enterprise Technologies, doing business as AvalonERP (“AvalonERP,” “we,” “us,” or “our”), with a principal place of business at 1509 Oxford Place, Unit 9, Manhattan, KS 66502, USA (email: info@avalonerp.com).

1. Acceptance of These Terms

1.1 By accessing or browsing the Site, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Site or the Services.

1.2 Where we require an affirmative action to accept these Terms (for example, checking a box, clicking “I agree,” signing an order form or statement of work, or paying an invoice that references these Terms), that action constitutes a binding “clickwrap” acceptance. Continued browsing of the Site constitutes acceptance of the Site-use portions of these Terms.

1.3 Business use; authority. The Services are offered to businesses and organizations (B2B), not to consumers. If you accept these Terms on behalf of a company, farm, manufacturer, nonprofit, or other entity, you represent that you are authorized to bind that entity, and “Customer,” “you,” and “your” refer to that entity.

1.4 If you and AvalonERP have signed a separate master services agreement, subscription agreement, statement of work, or order form, that signed agreement controls over these Terms to the extent of any conflict.

2. Definitions

• “Services” means, collectively, the Site, the Platform, Professional Services, hosted solutions, support, and any other products or services AvalonERP provides.
• “Platform” means AvalonERP’s hosted software offerings and automation technology, including the SLATE automation platform, custom Odoo modules, workflows, user interfaces, AI-assisted tools, and related documentation.
• “Professional Services” means consulting, discovery, implementation, configuration, custom development, data migration, integration, training, and support services performed by AvalonERP, typically described in an order form, quotation, or statement of work (“SOW”).
• “Subscription” means a recurring plan (e.g., Basic, Standard, or Enterprise management plans) granting access to the Platform, hosting, and/or ongoing support entitlements for the subscription term.
• “Customer Data” means data, records, files, and other content that Customer or its users submit to, store in, or process through the Services.
• “Deliverables” means work product delivered to Customer under an SOW, excluding AvalonERP Materials.
• “AvalonERP Materials” means the Platform, SLATE, AvalonERP’s pre-existing and independently developed software, modules, templates, tools, methodologies, know-how, and documentation, and all modifications and derivatives of any of them.
• “Third-Party Services” means products and services not provided by AvalonERP, such as Odoo S.A. licenses and hosting, Google Workspace, QuickBooks, Stripe, and other integrated systems.

3. Description of the Services

3.1 AvalonERP is an Odoo ERP implementation and automation partner serving small and mid-size businesses, including manufacturers, agricultural operations, firearms businesses, and nonprofits. Services may include: Odoo (v19 and later) implementation and configuration; the SLATE automation platform; custom modules, workflows, and user interfaces; data migration; integrations (including Google Workspace, QuickBooks, Stripe, and similar systems); AI-assisted tools; hosting and managed environments; and consulting and training.

3.2 Descriptions of Services on the Site are for general information only and do not constitute a binding offer. The specific Services purchased by a Customer are defined in the applicable order form, quotation, SOW, or Subscription plan.

3.3 We may improve, modify, or discontinue features of the Site or Platform at any time. For paid Subscriptions, we will not materially reduce the core functionality of the subscribed plan during a paid term without notice.

4. Eligibility, Accounts, and Security

4.1 You must be at least 18 years old and able to form a binding contract to use the Services.

4.2 You are responsible for: (a) providing accurate, current, and complete account and billing information; (b) maintaining the confidentiality of credentials for accounts we provision for you (including Odoo user accounts and portal logins); (c) all activities that occur under your accounts; and (d) ensuring your authorized users comply with these Terms.

4.3 Notify us promptly at info@avalonerp.com of any unauthorized access or suspected security incident involving your accounts.

5. Subscriptions, Fees, Billing, and Auto-Renewal

5.1 Fees. Fees for Subscriptions and Professional Services are set out in the applicable order form, quotation, SOW, or published pricing. Pricing may be value-based, per-user, or flat-rate as agreed. Except as expressly stated, fees are quoted in U.S. dollars and are exclusive of taxes.

5.2 Recurring billing and auto-renewal. Subscriptions bill on a recurring basis (typically monthly) and automatically renew for successive terms of the same length unless either party gives notice of non-renewal before the start of the next term as described in Section 5.5. By purchasing a Subscription you authorize AvalonERP (and its payment processor) to charge your payment method on file on each renewal date.

5.3 Active subscription requirement. Ongoing implementation, support, and managed services require an active, paid Subscription. If a Subscription lapses or payment is past due, we may pause work and support entitlements until the account is brought current.

5.4 Invoices; late payment. Unless otherwise agreed, invoices are due on receipt. Past-due amounts accrue a late charge of ten percent (10%) of the outstanding balance for each fourteen (14) days the amount remains unpaid (or the maximum amount permitted by applicable law, if less), and we may suspend Services for continued non-payment after notice.

5.5 Cancellation. You may cancel a Subscription effective at the end of the then-current billing term by written notice to info@avalonerp.com (or through any self-service cancellation mechanism we provide) at least 15 days before renewal. Cancellation does not relieve you of fees already incurred.

5.6 Refunds. Except where required by law or expressly stated in an order form or SOW, fees are non-refundable, including prepaid Subscription fees for partial terms and fees for Professional Services already performed. Deposits and milestone payments are governed by the applicable SOW.

5.7 Taxes. Customer is responsible for all applicable sales, use, and similar taxes (other than taxes on AvalonERP’s income). Kansas sales tax will be collected where required.

5.8 Price changes. We may change Subscription pricing effective at the next renewal by providing at least 30 days’ prior notice.

6. Professional Services and Statements of Work

6.1 Professional Services are performed as described in the applicable SOW or order form. Changes to scope require a written change order agreed by both parties.

6.2 Estimates. Time and cost estimates are good-faith projections, not fixed commitments, unless expressly designated as fixed-fee in the SOW.

6.3 Customer dependencies. Our delivery schedules assume timely Customer cooperation, including access to systems and data, availability of knowledgeable personnel, timely decisions and approvals, and accurate information. Delays caused by Customer may extend timelines and increase fees.

6.4 Acceptance. Unless the SOW states otherwise, Deliverables are deemed accepted if Customer does not report material non-conformance within 10 business days of delivery.

7. Customer Responsibilities and Acceptable Use

7.1 Customer will use the Services only for lawful business purposes and in compliance with all applicable laws and regulations, including those governing Customer’s own industry (see Section 12).

7.2 Customer will not, and will not permit anyone to:

• copy, modify, distribute, sell, sublicense, or lease any part of the Platform or AvalonERP Materials except as expressly permitted;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code of the Platform, except to the extent such restriction is prohibited by law;
• access the Services to build a competing product or service, or perform benchmarking for publication without our consent;
• interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access;
• upload malicious code, or use the Services to store or transmit unlawful, infringing, or harmful material;
• use the Services in violation of export control, sanctions, firearms, healthcare-privacy, or other regulatory requirements applicable to Customer Data or Customer’s business;
• submit protected health information (PHI), export-controlled technical data, or other specially regulated data except as permitted under Section 11.4.

7.3 We may suspend access immediately if we reasonably believe use of the Services violates this Section or creates security or legal risk, and will restore access once the issue is resolved.

8. Intellectual Property

8.1 AvalonERP IP. AvalonERP and its licensors retain all right, title, and interest in and to the AvalonERP Materials, including the SLATE platform, custom module frameworks, tooling, templates, methodologies, and all improvements and derivatives. No rights are granted except as expressly stated in these Terms or an SOW.

8.2 License to Customer. Subject to payment and compliance with these Terms, AvalonERP grants Customer a limited, non-exclusive, non-transferable license during the applicable Subscription or SOW term to use the Platform and Deliverables for Customer’s internal business purposes.

8.3 Deliverables. Unless the applicable SOW expressly provides for assignment, Deliverables are licensed (not sold) to Customer as described in Section 8.2, and AvalonERP may reuse general-purpose code, configurations, and know-how for other customers, excluding Customer’s Confidential Information and Customer Data.

8.4 Third-party and open-source components. Odoo Community and Enterprise editions and other third-party or open-source components are governed by their own licenses; nothing in these Terms modifies those licenses.

8.5 Feedback. If you provide suggestions or feedback, we may use it without restriction or obligation.

8.6 Trademarks. “AvalonERP,” “SLATE,” and related logos and taglines (including “Where the Monotonous becomes Autonomous”) are trademarks of AvalonERP. You may not use them without prior written consent.

9. Third-Party Services and Integrations

9.1 The Services interoperate with Third-Party Services (for example, Odoo S.A. hosting and licensing, Google Workspace, QuickBooks, Stripe, and banking or shipping APIs). Your use of Third-Party Services is governed solely by your agreements with those providers.

9.2 AvalonERP is not responsible for Third-Party Services, including their availability, security, data practices, pricing, or changes to their APIs, and is not liable for any loss arising from them. Integration functionality may be limited or interrupted by changes third parties make.

9.3 Odoo software licenses purchased through or alongside our Services are billed and governed by Odoo S.A.’s terms; we act as a referral/implementation partner, not the licensor.

10. AI Features

10.1 Certain Services include AI-assisted features (for example, transcript analysis, drafting assistance, automation agents, and AI-supported delivery tooling). AI outputs are generated by statistical models and may be inaccurate, incomplete, or unsuitable for your purpose.

10.2 Customer is responsible for human review of AI outputs before relying on them for any business, financial, compliance, or legal decision. AI outputs are not professional, legal, tax, medical, or financial advice.

10.3 Customer’s ERP records in Odoo remain the system of record; AI features assist with, but do not replace, Customer’s own review and controls.

11. Customer Data, Security, and Privacy

11.1 Ownership. As between the parties, Customer owns Customer Data. Customer grants AvalonERP a limited license to host, process, transmit, and display Customer Data solely to provide the Services, comply with law, and maintain and improve the Services.

11.2 Security. We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. No system is perfectly secure, and we do not guarantee that Customer Data will never be accessed or disclosed without authorization.

11.3 Privacy Policy. Our collection and use of personal information through the Site is described in our Privacy Policy at avalonerp.com/privacy [LINK — publish a Privacy Policy before going live].

11.4 Regulated data. Do not submit PHI subject to HIPAA, export-controlled technical data subject to ITAR/EAR, cardholder data, or other specially regulated data to the Services unless a separate written agreement covering that data (for example, a HIPAA Business Associate Agreement or an export-compliance addendum) has been signed by AvalonERP. Absent such an agreement, AvalonERP has no obligation or liability with respect to such data.

11.5 Data export and retention. Upon termination, Customer may request an export of Customer Data in a standard format within 30 days; thereafter we may delete Customer Data from active systems, subject to routine backups and legal retention obligations.

12. Compliance Disclaimer

12.1 AvalonERP configures software and builds tools that can support Customer compliance programs (for example, ATF bound-book workflows, HIPAA-aware configurations, tax and payroll setups, and CMMC/ITAR-conscious data handling). However, AvalonERP is not a law firm, accounting firm, or compliance certifier and does not warrant that any system, configuration, or Deliverable will make Customer compliant with HIPAA, ATF regulations, ITAR/EAR, CMMC, federal or Kansas tax or payroll law, nonprofit regulations, or any other law.

12.2 Customer is solely responsible for its own regulatory compliance, including validating configurations, filings, records, and controls with its own licensed professionals and regulators.

13. Warranties and Disclaimers

13.1 Limited warranty. AvalonERP warrants that Professional Services will be performed in a professional and workmanlike manner. Customer’s exclusive remedy for breach of this warranty is re-performance of the affected services or, if re-performance is impracticable, a refund of the fees paid for the non-conforming services.

13.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 13.1, THE SITE, THE PLATFORM, AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

13.3 No guaranteed outcomes. AvalonERP does not warrant or guarantee any particular business outcome, revenue result, cost saving, efficiency gain, adoption level, or compliance status from use of the Services.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVALONERP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO AVALONERP FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 The exclusions in this Section do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 15; or (c) liability that cannot be limited under applicable law (such as fraud or willful misconduct).

15. Indemnification

15.1 By Customer. Customer will defend, indemnify, and hold harmless AvalonERP and its officers, employees, and contractors from and against third-party claims, damages, and costs (including reasonable attorneys’ fees) arising from: (a) Customer Data; (b) Customer’s use of the Services in violation of these Terms or applicable law; (c) Customer’s regulatory or compliance obligations (including HIPAA, ATF, ITAR/EAR, CMMC, and tax matters); or (d) disputes between Customer and its own customers, users, or vendors.

15.2 By AvalonERP. AvalonERP will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Platform (as provided by AvalonERP and used as permitted) directly infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret. If such a claim arises, AvalonERP may procure the right for Customer to continue use, modify or replace the affected component, or terminate the affected Service and refund prepaid, unused fees. This Section states AvalonERP’s entire liability for infringement claims.

16. Term, Suspension, and Termination

16.1 These Terms apply from your first use of the Site or Services and continue while you use them or hold an active Subscription.

16.2 Either party may terminate a Subscription or SOW for material breach if the breach is not cured within 30 days of written notice (10 days for non-payment).

16.3 Upon termination: (a) Customer’s access licenses end; (b) accrued fees become due; (c) each party returns or destroys the other’s confidential information on request; and (d) Section 11.5 governs data export. Sections 8, 11.4, 12, 13, 14, 15, 17, 18, and 19 survive termination.

17. Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemics, war, terrorism, labor disputes, utility or internet failures, hosting-provider outages, and governmental action. The affected party will use reasonable efforts to mitigate and resume performance.

18. Governing Law and Dispute Resolution

18.1 These Terms are governed by the laws of the State of Kansas, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 The parties will first attempt in good faith to resolve any dispute through direct negotiation between authorized representatives for at least 30 days.

18.3 Any dispute not resolved by negotiation will be brought exclusively in the state or federal courts located in Riley County, Kansas, and each party consents to the personal jurisdiction and venue of those courts.

18.4 Any claim must be brought within one (1) year after the cause of action accrues, to the extent permitted by law.

19. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms on this page with a revised “Last Updated” date and, for material changes affecting active Subscriptions, provide notice by email or in-product notice at least 30 days before the changes take effect. Continued use of the Site or Services after the effective date constitutes acceptance of the updated Terms.

20. General Provisions

20.1 Entire agreement. These Terms, together with the Privacy Policy and any signed order forms or SOWs, constitute the entire agreement regarding the Site and Services and supersede prior proposals and understandings on that subject.

20.2 Severability. If any provision is held unenforceable, it will be reformed to the minimum extent necessary, and the remainder will remain in effect.

20.3 Assignment. Customer may not assign these Terms without our written consent; we may assign them to a successor of all or substantially all of our business.

20.4 No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

20.5 Notices. Legal notices to AvalonERP must be sent to info@avalonerp.com or the mailing address above; notices to Customer may be sent to the email address on the Customer’s account.

20.6 Independent contractors. The parties are independent contractors; these Terms create no partnership, joint venture, or agency relationship.

20.7 Headings. Headings are for convenience only and do not affect interpretation.

21. Contact Us

Questions about these Terms? Contact us:

AvalonERP (Avalon Enterprise Technologies)
1509 Oxford Place, Unit 9
Manhattan, KS 66502, USA
Email: info@avalonerp.com
Web: avalonerp.com