General Terms and Conditions of NALIOS US, Inc.

Nalios US Inc.
900 Balcones Drive #27098
Austin TX 78731
United States

1. Scope
General Terms and Conditions of NALIOS US, Inc. 9. Marketing Materials All contracts concluded and services provided by NALIOS US, Inc. (hereinafter referred to as “the Company”) are subject to these general terms and conditions (the “Terms”), to the exclusion of those of the Client. The Client acknowledges having read and accepted these general terms and conditions prior to the conclusion of the contract. Acceptance of the Company’s offer constitutes full and unconditional acceptance of the general terms and conditions.

2. Services Provided by the Company
§1. The Company is an expert in consultancy and provides training in software implementation and change management. The consultancy services to be provided by the Company for the Client will be defined by the Parties before the commencement of services and may be modified or extended by mutual agreement (the “Services”). The Company also provides support/maintenance services for Odoo software.
§2. The Company is free to subcontract all or part of the services to third parties.

3. Independent Contractor
The Company and all its employees, subcontractors and suppliers are, with respect to the Client, independent contractors. Except as otherwise expressly provided in these Terms, the Company shall furnish all labor and supervision and provide all equipment, materials, tools and supplies as are necessary or incidental to the complete performance of its obligations as required and described in these Terms. The Company shall be solely responsible for the performance, general direction, supervision and efficient administration of its employees and subcontractors, and the Services provided. Any rights to inspect, reject, approve or otherwise oversee the Services, or other similar provisions regarding the conduct of the Services, including safety rules and practices, are for Company’s benefit only (and not for any other person or entity) and do not relieve the Client of its responsibilities. 

4. Client Obligations
§1. The Client must spontaneously provide the Company, as of the contract’s conclusion, with all information related to the services to be performed.
§2. If the Client fails to cooperate, meet deadlines, or honor agreements, the Company may terminate its services without compensation.
§3. The Client is responsible for the accuracy and completeness of the information and documents provided.
§4. The Client shall not hold the Company’s directors or their agents liable, except in cases required by law.
§5. The Client must ensure appropriate measures are in place to protect their computer systems.

5. Company Obligations
§1. The Company will make its best efforts to perform services within agreed deadlines. However, these are obligations of means, not results.
§2. The Company takes appropriate organizational and administrative measures to avoid conflicts of interest among Clients. The Client must inform the Company of any relevant information to detect such conflicts.
§3. For bugs directly linked to the Odoo program, the Company commits to writing, submitting, and following the support ticket on odoo.com, referring to Odoo’s terms available at: https://www.odoo.com/documentation/18.0/legal/terms/enterprise.html#services.
§4. During the contract period, the Client may open unlimited tickets within reasonable use for Odoo-related bugs or already implemented standard Odoo functionalities on the following link : https://www.odoo.com/help (this service is directly provided by the Odoo company).
§5. Other requests will be discussed and are at the Company’s discretion.
§6. Tickets must be submitted via email to [email protected].

6. Company Liability
§1. The Company is not liable for delays caused by the Client, third parties, or force majeure.
§2. The Company is not responsible for damage from inaccurate or incomplete information provided by the Client.
§3. The Company’s liability, contractual or tortious, is limited to the invoiced amount (excl. VAT), or $7,500 per damage if no invoice exists.
§4. The Company is not liable for damage due to poor IT protection by the Client.

7. Service Pricing
§1. Services are billed hourly or via another agreed method.
§2. Invoices may be issued before or during service provision.
§3. Invoices are payable immediately. If unchallenged in writing within 14 days, they are deemed accepted.
§4. Late payment results in automatic interest of 12% annually and a fixed indemnity of 10% (min. $60).
§5. The Company may suspend or terminate services for non-payment.

8. Force Majeure
If force majeure prevents either party from fulfilling obligations, those obligations are suspended. If it lasts more than six months, either party may terminate the contract without penalty. Examples include strikes, civil war, pandemics, natural disasters.

9. Marketing Materials 
The Client authorizes the Company to use its name, logo, or other identifiers in marketing materials and on its website.

10. Intellectual Property
All documents, slides, and materials provided remain the exclusive property of the Company and may not be reproduced without consent.

11. Confidentiality 
 §1. Each party agrees to maintain the confidentiality of data shared in connection with the Terms and Services.
§2. The Client recognizes and acknowledges that all information Company discloses to the Client or which the Client may have access during the Company’s performance of the Services is considered proprietary and confidential by Company, unless otherwise designated. Such information shall be used by the Client only in connection with performing the Services and shall remain the property of Company. In the event of a breach or threatened breach of this Section by the Client, the Company shall be entitled to an injunction restraining such conduct. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to Company for such breach or threatened breach. The Client shall be responsible for any breach of these confidentiality obligations by Client’s personnel.
§3. In the event that the Client is requested or required under compulsion of legal process to disclose such information, the Client shall not, unless required by law, disclose the information until Company has first 1) received prompt written notice of such request or requirements to disclose, and 2) had an adequate opportunity to obtain a protective order or other reliable assurance that confidential treatment shall be accorded to the Confidential Information. The Client shall not oppose actions by Company to assure such confidential treatment.
§4. No publications or advisements concerning the subject matter of these Terms or the Services, Company’s name and/or logo or Company property or portions thereof shall at any time be made by or on behalf of the Client, unless prior written authorization therefore is obtained from the Company.

12. Personal Data
§1. The Company will use commercially reasonable efforts to safeguard the privacy and security of all data provided or made available by the Client, including adopting and maintaining administrative, physical, and technical safeguards designed to prevent the destruction, loss, or unauthorized access or alteration of Client data.
§2. The Company is compliant, and will use all commercially reasonable efforts to maintain compliance, with all applicable laws, rules and regulations relating to the privacy and security of Client data.
§3. The Company will comply with all Client instructions regarding the treatment and handling of Client data.

13. Non-Solicitation Clause
The Client shall not directly or indirectly hire any Company collaborator for 12 months post- contract without prior written agreement. Breach shall result in liquidated damages equal to 12 months’ gross salary or a minimum of $45,000, whichever is higher.

14. Odoo Database Hosting and Backup Services
§1. The Company will use reasonable efforts to ensure availability, integrity, and security of hosted data, including performing regular backups as a safety measure.
§2. The Client acknowledges that internet-related risks cannot be fully eliminated; the Company is not liable for such events.
§3. Backups performed by the Company are provided as a complementary service, but the Client remains solely responsible for maintaining its own independent and complete backups of all data. The Client bears ultimate responsibility for data recovery in case of loss or corruption.
§4. The Client must enforce strong passwords.
§5. The Client is responsible for legal compliance regarding data collection and processing.
§6. Specific hosting terms, fees, and conditions will be detailed in a signed annex.

15. Dispute Resolution
§1. The Company and the Client agree that any claim or dispute at law or equity that has arisen, or may arise, between the Company and the Client (or any related third parties) that relates in any way to or arises out of this or previous versions of these Terms, the Services, the actions of the Company, its employees, subcontractors or its agents, will be resolved in accordance with the provisions set forth in this Dispute Resolutions Section. §2. The Company and the Client agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Delaware without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between the Company and the Client, except as otherwise stated in these Terms. General Terms – Equipment Sales The same general conditions apply to equipment sales. Equipment remains Company property until fully paid. Clients must check for defects upon delivery (48h delay to claim). Warranty limited to 25% refund or potential repair. All other conditions (confidentiality, personal data, jurisdiction) are similar to those listed above.