General Terms and Conditions
These terms form the contract between Dypsia and its customer. They apply as soon as a space is created.
Version 1.0 — in force from [DATE]
1. The contract
1.1 This contract is entered into between [RAISON SOCIALE], [FORME JURIDIQUE] with its registered office at [ADRESSE], registered under number [NEQ], hereinafter “Dypsia”, and the person who creates a space on dypsia.com, hereinafter “the Customer”.
1.2 Dypsia hosts and administers management software for the Customer, reachable through a web browser. The Customer enters its data there and uses it to run its activity.
1.3 The contract is formed at the moment the space is created. This requires two actions by the Customer: accepting these terms in the sign-up form, then confirming their email address using the link they receive.
1.4 The contract is concluded electronically and requires no signature. The platform's technical logs establish its date, unless proven otherwise.
1.5 The service is intended for organisations, associations and professionals. It is not intended for consumers.
1.6 The contract runs for the period chosen at subscription, monthly or annual, and renews itself for an identical period. Article 7 explains how to end it.
1.7 A few words recur throughout this text:
- Dypsia account: the account the Customer opens on dypsia.com, from which it subscribes to its Plan, settles its invoices, sends its support requests and buys hours or modules. The Dypsia account is not the Space: none of the Customer's management data is held there.
- Space: the Customer's individual installation, comprising its database, its files and its access address. It is reached at its own web address, and Dypsia does not work in it.
- Platform: everything Dypsia runs — the hosting infrastructure, the Spaces it holds, and the dypsia.com site. The word never means one Customer's Space.
- Plan: the subscription taken out by the Customer, which determines its storage space and its resources. The plans are described in article 9.
- Administrator: the individual designated at sign-up. Their email address is the official channel for notifications.
- Data: everything the Customer creates, imports or processes in its Space.
- Users: the accounts the Customer opens in its Space, under its sole responsibility.
2. Your space
2.1 The Space is reachable through a web browser at customername.dypsia.com. Communications are encrypted. Depending on the Plan, the Customer may use its own domain name.
2.2 Each Space rests on a separate database. One customer cannot reach another's data.
2.3 The Customer receives a non-exclusive, non-transferable right of use, limited to the term of the contract.
2.4 A single entity may hold only one active Space.
2.5 The Administrator answers for their credentials. Any action taken from their account is deemed to be theirs. If they lose them or suspect they have been compromised, they inform Dypsia without delay.
2.6 The Customer alone administers the content of its Space: settings, User accounts, access rights, data entered. Dypsia exercises no control over this content.
2.7 If ownership of a Space is disputed, the holder is the entity identified at sign-up. Dypsia may suspend access until the Customer establishes, with supporting documents, who is authorised.
3. What Dypsia undertakes to do
3.1 Keep the platform running
Dypsia operates the servers, the system and the application layer. The Customer has nothing to install or administer. Data is hosted on servers located in the European Union.
Dypsia corrects platform faults that are reported to it or that it observes. Correction covers the working of the software, not the Customer's data or settings.
Dypsia aims for monthly availability of 99 %, excluding scheduled maintenance. This is a quality target, not a guarantee: it carries no penalty, no service credit and no right to an indemnity, a refund or an extension if it is missed.
3.2 Keep the software up to date
Security updates and new versions are applied by Dypsia, without any action by the Customer. Work with a visible effect is announced in advance where possible; work answering a security emergency may take place without notice.
Dypsia may develop the service to keep pace with technical progress, without substantially reducing what the subscribed Plan allows.
3.3 Back up
Dypsia backs up the platform regularly on a rotating basis, at the frequency and for the retention attached to the Plan. These backups serve to bring the service back after an incident affecting the infrastructure.
This is an obligation of means, not of result. Dypsia does not guarantee that a given backup exists, is complete, is intact or can be restored.
The Customer remains solely responsible for keeping its own data. It must make its own regular and complete exports, using the self-service export of article 6, and keep them off the platform. Dypsia's backups do not replace that duty, and the Customer accepts the risk of losing its data if it does not meet it.
Restoring a Space on request is free, limited to the backups actually available under the Customer's Plan and to their retention. After that, no restore is possible. A restore is support, not compensation: it admits no liability and gives no right to any indemnity. It overwrites the current state of the Space — data created since the backup is lost for good, and the Customer confirms before it runs.
3.4 Answer
Support is given by email at info@dypsia.com, during business hours. It covers the working of the platform. It includes neither training, nor business configuration, nor bespoke development, which are quoted separately.
4. What the Customer undertakes to do
4.1 Registration number
Creating a Space requires an official registration number for the Customer's entity — SIRET or SIREN in France, BN or NEQ in Canada, and the equivalent elsewhere. One number opens one Space, and one only.
Any Space created with a false, invented, usurped registration number, or one belonging to another entity, is deleted automatically and without notice, together with everything it holds. Nothing is returned, no recovery period is given and no refund is due. The number is checked against the official registers where the country allows it; a number not checked at once is not a number accepted — the check may be made at any time.
4.2 Its obligations
- give accurate information at sign-up and report any change within seven days;
- make sure that the person registering the organisation is authorised to bind it;
- keep its credentials confidential and manage its Users' rights;
- comply with applicable law and with third-party rights in the use it makes of the service;
- hold the necessary rights over the Data it processes;
- pay when due and read the Administrator's email address.
4.3 What is forbidden
The following are forbidden, without this list being exhaustive:
- hosting or distributing unlawful content;
- sending unsolicited email or engaging in phishing;
- harming the security of the platform, of other customers or of third parties;
- consuming resources plainly out of proportion to the Plan, in particular mining cryptocurrencies or relaying attacks;
- reselling or subletting the service without Dypsia's written agreement.
4.4 What happens in the event of a breach
Dypsia may suspend the Space at once, for the time needed to establish the facts. Charges remain due during the suspension. Dypsia informs the Customer of the suspension and of its grounds where the law allows.
If a third party or an authority reports plainly unlawful content, Dypsia passes the complaint to the Customer, who has fifteen days to answer. After that time, or if the breach is established, Dypsia may remove the content or suspend access.
5. Prices and payment
5.1 Prices are those shown on dypsia.com on the day of subscription. They are payable in advance, for the period chosen. They are exclusive of tax; applicable taxes are added according to the Customer's country.
5.2 Renewal is automatic, for an identical period and at the rate then in force.
5.3 Dypsia may revise its prices. Any increase is announced at least thirty days before it takes effect and applies only from the following renewal. A Customer who refuses it may terminate before that date; by carrying on using the service, the Customer accepts it.
5.4 Moving up to a higher Plan takes effect on payment, pro rata where applicable. Moving down to a lower Plan is possible if actual use fits within the limits of the target Plan.
5.5 Sums paid are not refundable, except where the Customer terminates because of a serious breach by Dypsia or because it refuses a substantial change to the contract. In those two cases, the unused period is refunded pro rata.
5.6 If a payment fails and is not settled within fifteen days of the notice, Dypsia may suspend the Space. Without settlement within the following thirty days, it may terminate and delete the Space under article 7. Sums owed remain payable.
6. Your data
6.1 The Customer's Data belongs to the Customer. For the term of the contract only, the Customer grants Dypsia the right to host it, reproduce it technically and back it up, for the sole purpose of providing the service.
6.2 The platform, its own developments and its brand belong to Dypsia. The software foundation rests on open source components used under their licences; nothing here restricts the rights the Customer holds under those licences.
6.3 Each party keeps confidential the other's non-public information that comes to its knowledge, during the contract and for five years afterwards. This covers neither information that has become public, nor information whose disclosure the law requires.
6.4 For the personal information the Customer processes in its Space, it is the Customer who decides what is collected and why: the Customer is responsible for it. Dypsia acts on the Customer's behalf, on its instructions, without consulting that information or using it for other purposes.
6.5 Dypsia informs the Customer without delay of any confidentiality incident affecting its data, and assists it as far as its technical means allow when a person exercises their rights.
6.6 Data is hosted in the European Union, and therefore outside Quebec. Dypsia carries out the assessments Quebec law requires for this communication and keeps the list of its providers available to the Customer.
6.7 The Customer may obtain its Data at any time, in a standard usable format: its database and its files.
6.8 The privacy policy, at dypsia.com/confidentialite, sets out the information collected, how long it is kept and the rights of individuals. It supplements this article.
6.9 The processing Dypsia carries out on the Customer's behalf is described as follows. Nature and purpose: hosting, storing, backing up and making available a management application, and technical support at the Customer's request. Categories of data: identification and contact details, employment and business data, accounting and commercial data, connection logs, and any other data the Customer chooses to enter. Categories of persons: the Customer's employees, members, customers, suppliers, donors and contacts. Duration: the term of the contract, plus the deletion period of article 7. Instructions: those given in these terms and any later written instruction.
6.10 Once a year, and after any confidentiality incident, the Customer may ask Dypsia for the information needed to prove it meets these obligations. Dypsia answers within thirty days. An on-site audit is possible at the Customer's expense, on thirty days' notice, at a time that does not disturb the service, and provided no other customer's data is exposed.
6.11 Security is shared. Dypsia secures the infrastructure, isolates the Spaces, encrypts traffic and keeps the software up to date. The Customer secures what is inside its Space: its access rights, its accounts, its passwords, its own devices and what its Users do. Neither answers for the other's share.
6.12 Dypsia does not sell, rent or trade the Customer's Data, and does not use it to train any automated model.
7. The end of the contract
7.1 The Customer terminates from its space, at any time. Termination takes effect at the end of the current period.
7.2 Dypsia may terminate for serious cause: a serious breach not put right within fifteen days of a written notice, or at once where the breach endangers the security of the platform or the lawfulness of the hosting.
7.3 A Space on the free plan with no connection at all for ninety days receives a warning by email. With no connection after one hundred and twenty days, it is deleted automatically together with all its data. It is for the Customer to export its data if it wishes to guard against this.
7.4 Dypsia may change what the free plan offers, or end it, on thirty days' notice.
7.5 During the thirty days that follow the end of the contract, the Customer may still retrieve its Data.
7.6 After that time, the Data is removed from the active systems, then from the backups as they rotate.
8. Sending messages and bulk email
8.1 The service includes bulk email (newsletters, campaigns, notices to members). How it is used affects the reputation of Dypsia's servers, and therefore the deliverability of every customer's mail. The following rules apply to anything sent from a Space.
8.2 The Customer warrants that every recipient of a bulk send has given prior, freely given and documented consent to receive it, in line with Canada's anti-spam law (CASL), Law 25 and the General Data Protection Regulation according to where the recipient is established. The Customer keeps the proof of that consent — date, source and wording of the request — and produces it at Dypsia's request.
8.3 Every send carries the sender's identity, a valid contact address and a working unsubscribe mechanism, honoured within the legal time limits.
8.4 The following are prohibited: importing bought, rented or non-consented lists; sending to harvested addresses; hiding the sender's identity; and working around an unsubscribe request.
8.5 Where the complaint, bounce or report rate is abnormal, Dypsia may immediately limit or suspend the sending capacity of the Space concerned, without notice, including before it has established whether there was a breach. The Customer alone answers for the consequences of its sends, and indemnifies Dypsia under article 12.
9. Third-party software and modules
9.1 The service rests on Odoo Community Edition, free software published under the LGPLv3 licence, and on additional modules coming from Dypsia, from the Odoo Community Association (OCA) or from third-party publishers. The Customer is informed of this and accepts it.
9.2 Dypsia selects, installs and maintains the modules it makes available, and answers for their integration into the platform. Dypsia is neither the author nor the publisher of third-party components. It does not warrant that they are functionally accurate, complete, compliant with any particular regulation, or that they will be carried into future Odoo versions. A module may be abandoned by its author, become incompatible or stop being maintained; Dypsia then tries to offer an equivalent, without being bound to do so.
9.3 This applies in particular to accounting and tax localisation modules: whether they meet the obligations of the Customer's country is for the Customer, and where appropriate its accountant, to check. Dypsia gives no accounting, tax or legal advice.
9.4 Each component stays subject to its own licence. The Customer undertakes to respect them, in particular when it exports, changes or redistributes any part of the service. A paid module gives a right of use for as long as it is paid for, and nothing more.
9.5 The service also relies on third-party providers for payment, mail routing and infrastructure. An outage at one of them may affect the service without Dypsia being at fault.
10. Subprocessors and where data is hosted
10.1 Customer Data is hosted in data centres located in the European Union.
10.2 Dypsia uses subprocessors to host the infrastructure, collect payments and route email. The up-to-date list, giving each one's role and country of processing, is published in the privacy policy.
10.3 Dypsia informs the Customer of any change of subprocessor thirty (30) days before it takes effect, by email to the Administrator or by publication on the platform. A Customer who objects to the change on data protection grounds may terminate free of charge before it takes effect.
10.4 Each subprocessor is bound by confidentiality and security obligations at least equivalent to those in these terms. Transfers outside the European Economic Area, where any exist, rely on the European Commission's standard contractual clauses.
11. Reporting illegal content
11.1 This article implements Regulation (EU) 2022/2065 on digital services (DSA), which applies to Dypsia as a hosting service. The single point of contact for the authorities of the Member States, the European Commission and the European Board for Digital Services, and for recipients of the service, is info@dypsia.com. Exchanges may take place in French or in English.
11.2 Anyone may report content they consider illegal by writing to that address. To be handled, a report must contain: an explanation of why the content is thought to be illegal, the exact electronic address where it can be found, the contact details of the person reporting — except for the offences covered by articles 3 to 7 of Directive 2011/93/EU — and a statement of good faith as to the accuracy of the information given. An acknowledgement is sent without delay. The decision is notified to the person reporting, with reasons and with the available means of redress.
11.3 Where content is removed or a Space suspended following a report, Dypsia sends the Customer concerned a statement of reasons setting out the measure taken, the facts behind it, the legal or contractual basis, and the means of redress: internal complaint to info@dypsia.com, referral to an out-of-court dispute settlement body, or court proceedings.
11.4 An internal complaint may be lodged within six months of the decision. It is examined by a person who did not take that decision, and answered with reasons. Dypsia may suspend the handling of reports from anyone who repeatedly sends manifestly unfounded ones, and may suspend a Space that repeatedly hosts manifestly illegal content, after warning.
12. Indemnification
12.1 The Customer holds Dypsia harmless from any third-party claim, action or proceeding, and from the resulting awards, settlements and reasonable costs of defence, where the claim arises from: the Customer's Data, its content, its lawfulness or the rights attached to it; the use the Customer or its Users make of the service; a breach by the Customer of these terms or of the laws that apply to it; or anything sent from the Customer's Space under article 8.
12.2 Dypsia informs the Customer of any such claim without unreasonable delay, leaves it the conduct of the defence if it so wishes, and does not settle without its agreement. The Customer may not enter into any settlement placing an obligation on Dypsia without Dypsia's written agreement.
12.3 This obligation does not apply so far as the claim results from a breach by Dypsia of its own obligations.
13. Liability and final rules
13.1 What Dypsia guarantees
Dypsia provides the service with diligence and according to professional standards. This is an obligation of means.
Dypsia protects data by suitable measures: encrypted communications, isolated databases, passwords stored hashed, encrypted configuration secrets, controlled and logged administrative access.
13.2 What Dypsia does not guarantee
Dypsia does not guarantee that the service will be uninterrupted or free of errors, nor that it will meet any particular need of the Customer.
Dypsia is not liable for unavailability arising from a fault or an abnormal use by the Customer, from a failure of networks or of a third-party provider, from force majeure, or from a suspension provided for in articles 4.3 and 5.6.
The service lets the Customer manage its members and its own customers and publish a website. Dypsia is a stranger to the relations between the Customer and those people. The Customer alone answers for its commitments towards them, for the content it publishes and for the lawfulness of the information it collects. The payments it receives are handled by third-party providers under their own terms; Dypsia is not a party to them and does not hold those funds.
13.3 How far liability goes
Dypsia's liability is limited to direct and foreseeable damage caused by a proven breach of its obligations. Indirect damage is excluded: loss of profit, of customers, of business or of data, and harm to reputation.
All causes taken together, Dypsia's total liability is capped at the sums the Customer actually paid it during the twelve months before the triggering event. For the free plan, it is capped at [100 $ CA] a year.
These limits apply neither to gross or intentional fault, nor to liabilities the law forbids excluding.
The Customer holds Dypsia harmless against third-party claims, reasonable defence costs included, arising from its Data, from its breach of this contract or from its infringement of the law or of third-party rights.
13.4 What the Customer does in its Space
The Space is run by the Customer. Dypsia does not act in it, save on express request or technical necessity, and exercises no control over what is done there.
The Customer alone answers for how it uses its Space and for the consequences, in particular: deleting, changing or overwriting its data, its accounts or its settings, by itself or by one of its Users; how it configures the service and the access rights it grants; the modules it installs, enables or configures, including third-party ones, and their effect on its data; the data it imports and its accuracy; the messages sent from its Space; and the use of its Administrator account and the keeping of its credentials.
These situations are the Customer's alone. They give no right to any indemnity, credit, refund or extension, and time Dypsia spends putting them right may be charged at the support rate in force.
13.5 Risks expressly excluded
So far as the applicable law allows, Dypsia is not liable for damage arising from: the loss, corruption or unavailability of data, whatever the cause, subject only to article 3.3; unauthorised access to the Customer's account or Space, including through theft, loss, sharing or weakness of its credentials; the interruption, suspension or slowdown of the service, planned or not; any outage of hardware, software or network, including at an infrastructure provider, a carrier, a payment provider or a mail service; any virus, ransomware, malicious code or intrusion, on the platform or on the Customer's own equipment; the act of a third party, including another customer, one of the Customer's providers or an unauthorised user; and use of the platform in a way that does not match these terms or its purpose.
The Customer accepts that no online service can be guaranteed free of interruption or error, and accepts that risk on subscribing.
13.6 What is never excluded
Articles 13.3 to 13.5 do not apply to Dypsia's gross negligence, wilful misconduct or fraud, nor to personal injury, nor to anything the applicable law forbids excluding. Where the Customer is a consumer under the law of its country, these limits apply only so far as that law allows, without reducing its mandatory rights.
13.7 Force majeure
Neither party answers for a breach caused by an event of force majeure within the meaning of article 1470 of the Civil Code of Quebec: natural disaster, armed conflict, widespread power or network outage, major data-centre failure, large-scale cyberattack.
The obligations affected are suspended while the event lasts. If it lasts more than thirty days, either party may terminate without compensation, the service being owed pro rata to what was actually provided.
13.8 Governing law and language
The contract is governed by the laws of the province of Quebec and the laws of Canada applicable there, excluding conflict-of-law rules.
In the event of a dispute, the parties look for an amicable solution for thirty days. Failing that, the courts of the judicial district of Montreal have exclusive jurisdiction, subject to applicable mandatory provisions.
The parties confirm their wish that this contract and the documents attached to it be drawn up in French. Translations are given for information only; the French version prevails in the event of divergence.
13.9 Final rules
- Entirety: this document, the privacy policy and what the Plan offers as shown at subscription make up the parties' complete agreement. Any document of the Customer's own is set aside.
- Amendment: Dypsia may amend these terms at any time. The version in force is the one published on this page, with its update date. On a paid plan, amendments take effect at the next renewal of the subscription, never during a period; a Customer who refuses them may terminate before that renewal. On the Free plan, they take effect as soon as they are published. By carrying on using the service after they take effect, the Customer accepts them.
- Severability: the invalidity of one clause does not affect the others.
- No waiver: not relying on a breach is not a waiver of the right to rely on it later.
- Evidence: Dypsia's technical logs are authoritative between the parties, unless proven otherwise.
- Assignment: the Customer may not assign the contract without Dypsia's written agreement. Dypsia may assign it in a reorganisation or a sale of the business, keeping its commitments.
- Notices: they are given by email, to the Administrator's address for the Customer and to info@dypsia.com for Dypsia. Service messages — maintenance, security, billing, inactivity warnings — are part of the service and cannot be switched off.
14. The plans
Current prices and the detail of the options are on dypsia.com. The Customer changes Plan at any time, without losing anything.
| Plan | Storage | Infrastructure |
|---|---|---|
| Free | Limited space | Shared |
| 1 GB | 1 GB | Shared |
| 10 GB | 10 GB | Dedicated |
| 50 GB | 50 GB | Dedicated |
| 100 GB | 100 GB | Dedicated |
| Custom | As required | Dedicated |
Storage quotas are enforced technically. When a quota is reached, saving new data may be blocked until space is freed or the Plan is changed.