The Odoo Enterprise Subscription Agreement is the contract under which a customer subscribes to the Odoo Enterprise services provided by Odoo S.A. and its affiliates in relation to Odoo Enterprise Edition or Odoo Community Edition, hosted on Odoo S.A.’s Cloud Platform or on-premises (“Self-Hosting”).[1] The version reviewed is “Version 13 - 2026-09-24”. Odoo’s legal index states that the agreement applies to self-hosting, Odoo.sh and Odoo Cloud.[2] General Terms of Sale (last revised September 12, 2023) apply to sales by Odoo S.A. and say that additional terms, such as the Enterprise Subscription Agreement, prevail where inconsistent with them.[3] Catalog proof: Agreement covers self-hosting, Odoo.sh and Odoo Cloud.
Term and renewal
The Term is specified in writing on conclusion. It renews automatically for an equal Term unless either party gives written notice of termination at least 30 days before the end of the Term.[1] On renewal, if the charges applied during the previous Term (excluding any extra fee for using a non-Covered Version) are below the most current applicable list price, they will increase by up to 7 per cent per year of the previous Term.[1] The Partnership Agreement uses the same automatic renewal mechanism for partners, with a one-year term.[4] Catalog proof: Subscription auto-renews unless 30 days notice is given; Renewal prices may rise by up to 7% a year.
Definitions that drive the count
Section 2 defines the metrics. A User is any user account indicated as active in the Software that is not a Light User. Deactivated accounts and accounts used by external people or systems with only limited portal access are not Users.[1] A Light User is, where the version supports it, an active account designated as a Light User or any active employee record from the Human Resources app that is not linked to an active non-portal user account.[1] An App is a specialised group of features available for installation; a Subscription Plan defines a set of Apps, features and hosting solutions and is set in writing at conclusion.[1] An Extra Module is a directory of source code or a set of Python customisations created in a database, for example with Odoo Studio, that changes the standard behaviour of the Software; a Covered Extra Module is one used on Odoo Online or one for which the customer pays a maintenance fee.[1] Covered Versions are the three most recently released major versions, and a new major version is released once a year.[1] Catalog proof: A User is any active account that is not a Light User; Portal users and deactivated accounts are not counted; Light User includes employee records without a user account; Covered Versions are the three most recent major versions.
A practical consequence of the Light User definition is that active employee records in the Human Resources app can count as Light Users even without a user account, so the number of paid seats can differ from the number of people who log in. The pricing page repeats the definition and lists what Light Users may do.[5]
Licence grant and usage verification
For the duration of the Agreement Odoo S.A. grants a non-exclusive, non-transferable licence to use (execute, modify, execute after modification) Odoo Enterprise Edition under the terms of Appendix A, the Odoo Enterprise Edition License. On expiry or termination the licence is revoked immediately, and the customer must stop using Odoo Enterprise Edition and the Cloud Platform.[1]
The customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Software that verifies the validity of Enterprise usage and collects statistics, including the running of an instance, the number of Users and Light Users, the installed Apps and the number of lines of code of Covered Extra Modules. Odoo S.A. commits not to disclose individual or named figures to third parties without the customer’s consent and to handle the data under its Privacy Policy.[1] If the customer breaches this section, it agrees to pay an extra fee equal to 300 per cent of the applicable list price for the actual number of Users and Light Users.[1] Self-hosting customers must also grant Odoo S.A. the necessary access to verify the validity of usage upon request, for example if the automatic validation is found to be inoperant.[1] Catalog proof: Licence to Enterprise Edition lasts for the Term; Usage verification code must run unmodified; Breach of the verification section costs 300% of list price; Individual figures are not disclosed to third parties.
Charges and extra fees
Section 5.1 sets standard charges on the number of Users, Light Users and the Subscription Plan, as specified in writing at conclusion. When the customer has more Users or Light Users, or uses features requiring another Subscription Plan, it agrees to pay an extra fee equal to the applicable list price at the time of the deviation, for the additional Users or Light Users or the required plan, for the remainder of the Term.[1] Section 6.1 obliges the customer to notify Odoo S.A. immediately when its actual number of Users or Light Users exceeds the specified number and to pay the additional fee.[1] Catalog proof: Extra Users, Light Users or plan are charged at list price; Customer must notify Odoo when users exceed the subscription.
Two further charges depend on versions and custom code:
- Older versions. Once per year, no earlier than 6 months after the release of a new major version, a customer whose database is on a version older than the Covered Versions pays an extra fee of 25 per cent of the annualized price, based on its current per-user price and the number of Users and Light Users.[1]
- Covered Extra Modules. Services for them are charged as a monthly fee per 100 lines of code (rounded up to the next hundred), counted with the cloc command of the Software and including all text lines in loaded source files regardless of language, excluding blank lines, comment lines and files not loaded when the Software is installed or executed. When the customer requests an upgrade, for each Covered Extra Module not covered by a maintenance fee for the last 12 months, Odoo S.A. may charge a one-time fee for each missing month of coverage.[1]
Catalog proof: Databases on older versions pay 25% of annualized price; Covered Extra Modules are charged per 100 lines of code.
Services and partners
The Agreement lists bug fixing (handling to start within 2 business days), security updates (Security Advisories at least 2 weeks before they are made public for self-hosting; automatic remedies on the Cloud Platform), upgrade services, cloud hosting services and support.[1] Support allows an unlimited number of free tickets for Bugs or guidance on standard features of the Software and Covered Extra Modules; development and customisation questions need a separate service agreement.[1] A customer may work with an Odoo Partner as its main contact, in which case Odoo S.A. subcontracts services related to Covered Extra Modules to the partner; if the customer works with Odoo S.A. directly, those services are provided if and only if the customer is hosted on the Odoo Cloud Platform. Changing partner requires 30 days written notice.[1] The Standard and extended support page adds that every major version has three years of standard support and then extended support for an additional fee, and states that it does not amend the Agreement.[6] Catalog proof: Support covers Bugs and standard feature guidance; Working with a partner subcontracts Covered Extra Module services; Extended support is available only for an additional fee.
Termination, liability and law
Either party may terminate immediately if the other fails to remedy a breach within 30 calendar days of written notice; Odoo S.A. may also terminate if fees are not paid within 21 days after the due date and after at least 3 reminders.[1] Each party’s aggregate liability together with affiliates is capped at 50 per cent of the total amount paid in the 12 months before the event.[1] The Agreement is subject to Belgian law with exclusive jurisdiction of the Nivelles Business Court.[1] The General Terms of Sale add that invoices are payable within 21 working days, that Odoo may request fixed interest of 15 per cent of the sum due and suspend services on late payment, and that clients with a global presence are priced by the location with the highest price list unless agreed otherwise.[3] Catalog proof: Termination for breach needs a 30-day cure period; Liability is capped at 50% of fees paid in 12 months; Global clients are priced at the highest price list location.
Points to check in a review
The Agreement contains no separate audit clause with notice periods, so compliance is established by the verification code and, for self-hosting, on request access.[1] A review should therefore compare the Users and Light Users in each production database with the written subscription, include active employee records in the Light User count, list Covered Extra Modules and their lines of code, confirm each database is on a Covered Version, and keep outbound connectivity to the validation servers open for on-premise databases.[1][7]
Out of scope
This article does not cover the Odoo Enterprise Edition License text, the plans and prices, hosting options, the data protection and subprocessor terms in section 6.5, or the non-solicitation, publicity and confidentiality clauses, which are not licence metrics.[1]