General Provisions
These general terms and conditions of sale fully apply to every contract concluded with the service provider, except for any divergent terms specifically agreed in writing between the provider and the client on the order form.
The service provider will use industry-standard methods to fulfill its obligations, but cannot guarantee results and is therefore only obligated to use reasonable means. In particular, access to the site and its protection against intrusions depends on circumstances beyond the provider’s control.
Collaboration and Submission of Information
The client shall provide all necessary or useful elements and information for the implementation of the Odoo system promptly after signing the order form. It is the client’s responsibility to provide the site’s content, whether visible or hidden to internet users.
The client is solely responsible for the content they upload or request to be uploaded. They must comply with all applicable rules and regulations, including but not limited to codes of conduct, netiquette, privacy protection, and intellectual property rights.
The service provider may temporarily or permanently suspend site access or publication if it reasonably believes a law, regulation, or contractual rule has been violated. The client waives any claims for compensation except in cases of fraud or gross negligence.
Suspension under this provision does not exempt the client from payment obligations.
The client must collaborate to ensure proper execution of the agreement, including allocating necessary personnel, appointing a project manager, and responding promptly to the provider’s requests.
Failure to provide documents or information on time allows the provider to notify the client that deadlines are postponed accordingly.
Schedule
The provider will strive to respect the schedule agreed with the client, but it is indicative only. In case of delay, the client may only terminate the provider’s engagement if the provider fails to take corrective action within 20 days of a formal notice.
The client has 7 days after receiving the provisional version on a test server to provide feedback. After this period, the version is considered final.
The provider has 15 days to implement changes based on timely feedback.
The client then has 7 days to provide additional feedback. After this period, the revised version is considered final.
The provider has a final 15-day period to complete the work.
Once installed in the production system, the work is deemed accepted. Complaints must be submitted in writing within 30 days; otherwise, the work is considered fully accepted.
Prices and Payment Terms
Prices are based on data provided by the client. If provided information is inaccurate, the provider may adjust the price. If no agreement is reached, the provider may terminate the contract at the client’s expense.
Prices are set in the order form. Invoices are payable immediately to the account specified by the provider. Unless otherwise agreed in writing, 50% is paid upon order, and the balance upon delivery.
The provider may require guarantees for payment. Failure to provide them allows the provider to take necessary measures to protect its interests.
Late payments incur interest at 15% per year, calculated on the total amount including taxes. Complaints regarding invoices must be sent by registered letter within five business days.
The provider may suspend services for non-payment of invoices, including principal, interest, or penalty clauses.
Intellectual Property
Software
The client will receive code for functionalities specifically developed by the provider for their use, necessary for the system’s operation and any future modifications.
The provider will provide a digital copy of the software upon full payment. Odoo Enterprise code remains the property of Odoo SA and may not be transferred or sold to third parties.
This agreement does not confer ownership of software used by the provider for project execution or third-party software required for hosting or proper functioning.
Know-How
The provider retains ownership of know-how, analyses, sketches, and other work and may freely reuse software and code developed specifically for the client.
Warranty
Warranty claims expire in the following cases:
Improper use of provided software;
Defects resulting from incorrect interventions by the client or third parties;
Bug notifications after production deployment.
If a valid bug claim is made, the provider’s liability is limited to repairing the bug or refunding the development cost.
The provider guarantees the client against third-party intellectual property claims for software or functionalities developed, except for elements supplied by the client.
Client-Supplied Elements
The client guarantees they have all necessary rights and will indemnify the provider against third-party claims regarding intellectual or industrial property rights for content provided, including texts, images, logos, graphics, software, databases, etc.
Confidentiality
The provider agrees not to disclose content made accessible on the site or the existence of their engagement until publicly available.
Both parties agree not to disclose or use confidential information without prior written consent. Confidentiality obligations persist as long as the information remains confidential.
Contract Duration
This agreement takes effect upon signature and ends once both parties have fulfilled all obligations, including final delivery and payment.
Either party may terminate with 15 days’ notice via registered letter. In case of cancellation or breach, a penalty of 10% of total fees applies. Paid deposits remain the provider’s property.
Material breaches allow immediate termination without notice, including bankruptcy or liquidation of either party.
Warranties and Liability
The provider guarantees that services and functionalities are substantially compliant if used as instructed.
The provider’s liability is limited to gross negligence or fraud and excludes indirect damages. Force majeure events (e.g., war, strikes, epidemics, fire) suspend deadlines without allowing contract termination.
Miscellaneous Provisions
The provider may request credit on the site and may cite the client in promotional materials with screenshots.
Communication not altering obligations may be conducted electronically, considered valid if stored securely.
Governing Law and Jurisdiction
Belgian law applies, and courts of the Tournai judicial district have exclusive jurisdiction for disputes.