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Terms and Conditions

Terms & Conditions for the Discovery Blueprint PhaseTerms & Conditions for the Implementation PhaseTerms & Conditions for the Customisations PhaseTerms & Conditions for Odoo Software Coding & Customisation

Terms & Conditions for the Discovery Blueprint Phase

1. Definitions & Interpretation
  • “Services” means the Discovery / Blueprint services described in the Quotation: mapping the Client’s current state (“As-Is”), defining the ideal future state (“To-Be”), designing workflows and a system roadmap.
  • “Deliverables” means the output documents, reports, flow diagrams and roadmap provided to the Client.
  • “Client Obligations” means the Client’s responsibilities (e.g., providing access, data, staff) as set out in the Quotation.
2. Scope of Services
  • GTC Investments Limited will perform the Services with reasonable care and skill in accordance with accepted industry practice.
  • The Quotation will define the scope (departments to review, workshops, number of sessions).
  • The client acknowledges that the Discovery Phase is an advisory exercise, not implementation of the system itself.
  • All Services are delivered remotely, unless otherwise agreed in writing. In-person services can be arranged at an additional cost.
3. Client Obligations
  • The Client must provide access to staff, relevant documentation, systems, data and timely responses.
  • The Client is responsible for ensuring that relevant team members attend workshops and review sessions.
  • Delay or failure by the Client may lead to extension of the Services or additional fees; GTC is not liable for delay resulting from the Client’s failure.
4. Fees & Payment
  • Fees as set out in the Quotation. Deposit and payment terms are as defined in the Quotation, as these vary per project and per client.
  • Payment within 30 days of invoice date (unless otherwise agreed). Late payment may incur interest at 4% above Bank of England base rate.
  • All fees are exclusive of VAT.
5. Intellectual Property
  • GTC’s pre-existing methodologies, templates and tools remain GTC’s IP.
  • On full payment, the Client receives a non-exclusive, non-transferable license to use the Deliverables for its internal business operations.
  • Client shall not share or sublicense the Deliverables without GTC’s prior written consent.
6. Confidentiality & Data Protection
  • Each party shall keep confidential all information disclosed by the other, both during and for five years after the Services.
  • GTC will comply with the UK GDPR and Data Protection Act 2018 when processing any personal data.
7. Limitation of Liability & Warranty
  • GTC warrants Services will be performed with reasonable care and skill; no other warranty is given.
  • GTC’s total liability in connection with the Services is limited to the total amount paid by the Client under the Quotation for the Discovery / Blueprint Phase.
  • GTC is not liable for indirect or consequential losses, including loss of profit, revenue, business opportunities, or data.
  • Liability for death or personal injury or fraud cannot be excluded.
  • The Client acknowledges that the Discovery Phase does not guarantee implementation success.
8. Termination
  • All fees for the Discovery / Blueprint Phase are non-refundable.
  • This phase involves professional time, preparation, analysis, and production of Deliverables; therefore, the full amount stated in the Quotation becomes due and payable upon acceptance, regardless of termination timing.
  • Upon termination, the Client remains liable to pay all outstanding fees, including any amounts that became due upon acceptance.
9. Governing Law & Dispute Resolution
  • The Contract shall be governed by the laws of England & Wales.
  • Parties shall attempt mediation (e.g., via CEDR) before litigation in the English courts.

Terms & Conditions for the Implementation Phase

1. Definitions & Interpretation

  • “Implementation Services” means the configuration, deployment, training, testing and go-live activities described in the Quotation.

  • “Milestones” means specified stages and payments defined in the Quotation.

  • “Scope” means the functional and technical boundaries agreed and documented in the Quotation or Project Scope.

2. Scope of Services & Timeframes

  • GTC Investments Limited will configure and deploy the System in accordance with the agreed Milestones, subject to Client providing access and resources.

  • GTC Investments Limited will deliver the Implementation Services using reasonable skill and care in accordance with industry standards.

  • All services are delivered remotely unless agreed otherwise in writing.

    On-site work will incur additional fees, travel time, and expenses.

  • Implementation includes only standard system configuration of standard Odoo functionality and excludes any custom development unless separately quoted.

  • Implementation is delivered strictly according to the agreed scope. Any requirement outside the approved scope will be treated as additional work and billed separately.

  • Implementation does not include data migration unless explicitly included in the quotation.

  • The Client acknowledges that successful adoption of the system depends on internal user engagement, training participation, and process uptake. GTC is not responsible for the Client’s internal adoption, change management, or continued correct use of the system after delivery.

  • Milestone dates and timeframes are estimated only and provided for planning purposes. GTC will use reasonable endeavours to meet the estimated dates; however, GTC is not liable for any delay, whether direct or indirect, including (but not limited to) delays caused by:

    • the Client’s failure to provide access, information, decisions, or resources on time;

    • third-party vendors, hosting providers, integrators, or external systems;

    • changes in scope, priorities, or requirements;

    • staff availability, holidays, or scheduling constraints;

    • unforeseen technical issues or environmental factors;

    • events outside GTC’s reasonable control.


      Any delay regardless of cause may result in an extension of the timeline.

      Delays do not entitle the Client to compensation, price reduction, cancellation, or termination of the agreement.

3. Client Obligations

  • The Client shall designate a Project Lead, provide required access, test data, environments and make timely decisions.

  • Failure by the Client to meet obligations may lead to additional charges or revised timeframe.

  • Training provided by GTC is limited to one designated “internal lead” or key user per department.

  • Training for wider teams, additional sessions, or large-group training is not included in the fee and will be quoted separately.

4. Fees, Payment & Expenses

  • Fees and payment schedule as set out in the Quotation (e.g., fixed fee or milestone payments).

  • Client to reimburse agreed out-of-pocket expenses.

  • Payment due within 30 days unless stated otherwise. Late payment may incur interest.

  • If the Project Scoping / Discovery Phase has not been completed and formally agreed prior to issuing the Implementation Quotation, all Implementation fees shall be treated as estimates only.

  • Actual costs may vary once the Scoping Phase is completed; any adjustments will be communicated through a revised quotation or Change Order.

5. Change Control

  • Any change in scope (features, modules, integrations) must be documented in a Change Order, signed by both parties, and may incur additional fees/time.

6. Acceptance & Go-Live

  • Upon completion of each Milestone, GTC will deliver the associated Deliverables for Client review.

  • The Client shall have 10 Business Days to review the Deliverables and either:

    • provide written acceptance, or

    • notify GTC in writing of any issues requiring correction.


  • If no response is received within the 10-day review period, the Deliverables shall be deemed accepted.

  • GTC reserves the right to pause work and will not proceed to any subsequent Milestone, activity, or phase of the Implementation until formal acceptance of the current phase has been received (or deemed accepted).

  • Once the project has reached go-live and acceptance has been granted, any residual defects, issues, or post-go-live adjustments will be handled under the agreed Support Terms (if applicable).

7. Intellectual Property & License

  • GTC retains ownership of its tools, modules, and background IP.

  • On full payment, the Client receives a license to use the System within its organisation.

  • Bespoke modules are treated under the Customisation Phase T&Cs (see Section C).

8. Warranty, Support & Liability

  • GTC warrants that the System will materially conform to the Specification for a period of [90 days] from go-live for defects and errors caused by GTC.

  • Except for the above, no further warranties are given.

  • GTC’s total liability is capped at the lesser of (a) the total fees paid for the Implementation Phase.

9. Termination

  • Either party may terminate with 30 days’ written notice.

  • GTC may terminate immediately if the Client fails to pay an undisputed invoice after 14 days or materially breaches its obligations and fails to remedy within 10 days of notice.

  • On termination: Client pays for work done; rights granted continue only if fees paid; Client returns GTC’s property.

10. Governing Law & Dispute Resolution

  • Governed by the laws of England & Wales; English courts have exclusive jurisdiction.

  • Mediation is recommended before litigation.


Terms & Conditions for the Customisations Phase

1. Definitions & Interpretation

  • “Customisation Services” means bespoke development, integration, unique modules or extensions beyond standard configuration as defined in the Quotation.

  • “Custom Software Deliverables” means the bespoke modules, integrations or source code delivered under this Phase.

2. Scope of Customisation Services

  • GTC will develop the bespoke components per the Specification in the Quotation.

  • Development typically occurs in a non-production environment; Client shall test in production after go-live.

  • Client acknowledges bespoke work may carry a higher risk, cost estimates are indicative, and GTC uses reasonable skill and care.

  • Customisations are developed based solely on the scope, instructions, and understanding provided by the Client. GTC does not accept responsibility if the delivered customisation does not function in practice due to:

    • inaccurate or incomplete Client-provided requirements,

    • changes in internal processes,

    • undocumented workflows,

    • or user adoption issues.

  • All services are delivered remotely unless explicitly stated otherwise in the Quotation. Any in-person work or on-site attendance will incur additional charges.

3. Client Obligations

  • Client shall provide business requirements, test data, timely feedback, and other necessary resources.

  • Ensure internal users are available for consultations or validations.

  • Client delays may extend timelines and/or result in additional fees.

4. Fees & Payment

  • Pricing model (fixed fee or time-and-materials) will follow the Quotation.

  • All prices are estimates only and may vary if unforeseen complexity or additional technical challenges arise once development begins.

  • A deposit or initial payment may be required before work begins.

  • Payment terms are as specified in the Quotation, including milestone payments if applicable.

  • All fees are exclusive of VAT.

  • Late payments may incur interest at 4% above the Bank of England base rate, accruing daily until paid.

5. Change Control

  • Scope changes must be captured in a Change Order (signed, fees/time may vary).

  • Client accepts that new requirements may lead to escalation in fees/time.

6. Intellectual Property

  • Unless otherwise agreed, GTC retains ownership of background IP and bespoke modules.

  • On full payment, Client receives a license to the Custom Software Deliverables.

  • Client may not reverse engineer, redistribute or use the custom modules beyond the license terms.

7. Warranty & Support

  • GTC warrants the bespoke modules will substantially conform to the Specification for [90 days] after delivery.

  • Any defects and errors reported within the warranty period will be remedied at no additional cost; normal maintenance thereafter may require support fees.

  • No further warranties; bespoke modules used at Client’s risk beyond defined use.

8. Limitation of Liability

  • GTC’s aggregate liability under this Phase shall not exceed the fees paid for this Customisation Phase.

  • Indirect, consequential losses (lost profit, revenue) are excluded subject to UK law.

9. Termination

  • Either party may terminate with 30 days’ written notice.

  • GTC may terminate immediately if Client fails to pay after 14 days or materially breaches obligations.

  • On termination: Client pays for work performed; licenses may cease; Client returns GTC’s property.

10. Governing Law & Dispute Resolution

  • Governed by England & Wales law; parties submit to English courts.

  • Mediation recommended before litigation.


Terms & Conditions for Odoo Software Coding & Customisation

1. Definitions & Interpretation

  • “Odoo” means the Odoo ERP software platform, including Community and Enterprise editions, standard modules, and any associated framework.

  • “Customisation Services” means bespoke software coding, development, extensions, integrations, or modifications to Odoo beyond standard configuration, as expressly defined in the approved Customisation Design & Approval Document and applicable Quotation.

  • “Approved Specification” means the final, signed Customisation Design & Approval Document defining the agreed scope, behaviour, logic, user interface, wording, and constraints of the Odoo customisation.

  • “Custom Software Deliverables” means the bespoke Odoo modules, code, integrations, or extensions developed under the Customisation Services.

2. Scope of Customisation Services

  • GTC Investments Limited shall perform the Customisation Services strictly in accordance with the Approved Specification.

  • Any functionality, behaviour, logic, user interface, wording, workflow, automation, integration, or outcome not expressly documented in the Approved Specification is excluded from scope.

  • Customisation Services do not include:

    • standard Odoo configuration or setup,

    • Odoo licensing or hosting,

    • data migration,

    • performance tuning or optimisation,

    • Odoo version upgrades or migration between versions,

    • compatibility with future Odoo releases,

    • compatibility with third-party Odoo modules or external systems,

    • user training, end-user enablement, change management, or internal adoption of the customisation into the Client’s workflows,

    • ongoing support or maintenance,

      unless explicitly stated in the Approved Specification or agreed in writing.

  • The Client acknowledges that successful use of the customisation depends on internal training, user engagement, and correct operational adoption within the Client’s business processes. GTC Investments Limited is not responsible for the Client’s internal uptake, usage discipline, or continued correct use of the customisation after delivery.

  • All Customisation Services are delivered remotely unless otherwise agreed in writing. Any on-site work shall incur additional fees and expenses.

3. Design Approval & Authority to Proceed

  • Development shall not commence until:

    • the Customisation Design & Approval Document is fully completed,

    • formally approved in writing by the Client, and

    • all required deposits or payments have been received.

  • By approving the Approved Specification, the Client confirms that:

    • it accurately reflects the Client’s requirements,

    • all assumptions, exclusions, and constraints have been reviewed and accepted,

    • the scope is complete and sufficient for development.

  • Verbal discussions, emails, messages, demonstrations, or assumptions not documented in the Approved Specification are not binding.

4. Change Control

  • Any change to the Approved Specification after approval, including changes to business logic, workflows, automations, views, fields, labels, reports, or integrations, shall be treated as a change in scope.

  • All scope changes must be documented in a Change Order and approved in writing by both parties.

  • Approved changes may result in additional fees, revised timelines, or re-estimation of effort.

  • GTC Investments Limited is not obligated to commence any change until the Change Order is approved.

5. Client Obligations

  • The Client shall provide accurate and complete requirements, timely feedback, decisions, access to the Odoo environment(s), and test data as required.

  • The Client is responsible for:

    • user acceptance testing of the customisation against the Approved Specification,

    • validating the behaviour of the customisation within its own business processes.

  • Issues arising from incomplete, inaccurate, or changed Client requirements do not constitute defects.

6. Odoo Platform Assumptions & Limitations

  • Customisations are developed within the constraints of the Odoo framework, architecture, and version in use at the time of development.

  • The Client acknowledges that:

    • Odoo updates, patches, or upgrades may impact custom modules,

    • future compatibility is not guaranteed unless expressly stated,

    • certain behaviours may be limited by Odoo’s core design.

  • Any estimates provided are indicative only unless expressly stated as fixed in the Quotation.

7. Acceptance

  • The Custom Software Deliverables shall be deemed complete when they materially conform to the Approved Specification within the agreed Odoo version.

  • Minor or cosmetic issues that do not materially affect functionality shall not prevent acceptance.

  • Requests for enhancements, refinements, or alternative approaches after delivery shall be treated as Change Requests.

8. Intellectual Property & License

  • All background intellectual property, tools, frameworks, and development methodologies, including Odoo-related development frameworks, remain the property of GTC Investments Limited.

  • Unless otherwise agreed in writing, ownership of the Custom Software Deliverables remains with GTC Investments Limited.

  • Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the Custom Software Deliverables within its Odoo environment for internal business purposes only.

  • The Client shall not resell, sublicense, distribute, or reverse engineer the Custom Software Deliverables without prior written consent.

9. Warranty

  • GTC Investments Limited warrants that the Custom Software Deliverables will materially conform to the Approved Specification for a period of 90 days from delivery.

  • The warranty does not apply to:

    • changes made by the Client or third parties,

    • issues arising from Odoo upgrades, patches, or version changes,

    • issues caused by third-party Odoo modules or external integrations,

    • use outside the agreed scope or intended purpose.

  • Except as expressly stated, no further warranties are given.

10. Fees & Payment

  • Fees, pricing model (fixed fee or time-and-materials), and payment milestones are as set out in the applicable Quotation.

  • All fees are exclusive of VAT, which shall be charged where applicable.

  • Invoices are payable within the timeframe stated in the Quotation. Time for payment shall be of the essence.

10.1 Invoice Disputes

  • If the Client wishes to dispute an invoice, the Client must notify GTC Investments Limited in writing within 5 Business Days of the invoice date, clearly identifying:

    • the amount disputed, and

    • the reasonable grounds for the dispute.

  • Any invoice, or part of an invoice, not disputed in accordance with this clause shall be deemed properly undisputed.

  • The Client shall pay all properly undisputed amounts in accordance with the payment terms, notwithstanding that another part of the invoice is disputed.

  • A dispute raised after the due date, or without reasonable detail, shall not constitute a valid dispute for the purposes of withholding payment.

10.2 Suspension for Non-Payment

  • GTC Investments Limited reserves the right to suspend the Services (in whole or in part) on written notice where:

    • any properly undisputed invoice, or

    • any properly undisputed portion of an invoice,

      remains unpaid after the due date.

  • GTC Investments Limited shall not be liable for any delay, cost, or consequence arising from such suspension, including any impact on delivery timelines.

  • Suspension of Services shall not relieve the Client of its obligation to pay outstanding amounts.

10.3 Late Payment

  • Late payment shall accrue interest daily from the due date until payment is made in full, at a rate of 8% above the Bank of England base rate, whether before or after judgment.

  • GTC Investments Limited reserves the right to recover statutory compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

11. Termination

  • Once Customisation Services have been commissioned and development has commenced, the Client may not terminate for convenience.

  • Customisation Services involve bespoke software development, allocation of specialist resources, and reservation of development capacity which cannot be reallocated.

  • The Client may terminate only in the event of a material breach by GTC Investments Limited that remains unremedied for 14 days following written notice.

  • If the Client terminates the Customisation Services for any reason other than an unremedied material breach by GTC Investments Limited:

    • the full fees stated in the Quotation shall remain due and payable, and

    • no refunds shall be issued.

  • Upon termination for any reason:

    • all unpaid invoices become immediately due,

    • any licenses granted apply only to fully paid Custom Software Deliverables,

    • all unpaid Custom Software Deliverables, including source code, remain the property of GTC Investments Limited.

12. Limitation of Liability

  • GTC Investments Limited’s total liability arising from the Customisation Services shall be limited to the fees paid by the Client for the Customisation Services.

  • GTC Investments Limited shall not be liable for indirect or consequential losses, including loss of profit, revenue, business opportunity, or data, to the extent permitted by law.

  • Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud.

13. Governing Law & Dispute Resolution

  • These Terms & Conditions shall be governed by the laws of England & Wales.

  • The parties submit to the exclusive jurisdiction of the English courts.

  • The parties shall attempt mediation prior to commencing litigation.