SRL NALIOS
2 box 31 Avenue d’Ecolys 5020 Namur
BCE n° 0755.733.730

1. Applications. All contracts entered into and services provided by NALIOS BV (hereinafter referred to as "the Company") are subject to these general terms and conditions, to the exclusion of those of the Client. The Client declares that they have read these general terms and conditions and accepts them prior to entering into the contract. Acceptance of the Company's offer implies the acceptance of the general terms and conditions without any limitation(s) or reservation(s).

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2. Services Provided by the Company. §1 The Company is an expert in consultancy and training in software implementation and change management. The consultancy services to be provided by the Company to the Client will be determined by the Parties prior to the commencement of the services, and the Parties will adjust and/or expand these by mutual agreement if necessary. The Company also provides support/maintenance services for Odoo software. §2 The Company is free to subcontract all or part of the services to be provided to the Client to third parties.

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3. Obligations of the client. §1. The Client is required to provide the Company spontaneously and at the time of signing the contract with all information related to the services to be provided by the Company. §2. If the Client fails to cooperate with Company in delivering the services, or does not meet deadlines or agreements, the Company may terminate its services without compensation to the Client. §3. The Client is responsible for the accuracy and completeness of the information and documents provided to the Company. §4.The Client shall take appropriate measures to protect their computers and computer system

§4.The Client shall take appropriate measures to protect their computers and computer system

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4. Obligations of the company. §1. The Company commits to making every effort to execute the services within the agreed timeframe. However, the obligations of the Company are obligations of means and not of results.

§2. The Company takes appropriate organizational and administrative measures to prevent its services from giving rise to conflicts of interest among clients. To this end, the Client is required to inform the Company of any information that could enable the Company to identify a conflict of interest.

Obligations in the Context of Support/Maintenance Services Subject to a Monthly or Annual Subscription with Nalios.

4.1.   Bug fixing. In the event of a bug that is directly related to the Odoo program the Company commits to writing, drafting, and following up on the support ticket on odoo.com and refers to the general terms of Odoo (point 4.1), available at Odoo Terms :

​www.odoo.com/documentation/user/14.0/fr/legal/terms/enterprise.html#services. ms/enterprise.html#services.

4.2.   Support. §1.During the duration of the contract, the Client can open an unlimited number of tickets free of charge, exclusively for questions related to Odoo bugs (see point 4.1) or regarding standard Odoo functionalities that have already been implemented by the Company in the Client's production database. §2. Other requests, such as questions regarding functionalities/applications that have not been implemented by the Company or regarding developments yet to be carried out, will be discussed between the Parties, with the Company free to consider whether these questions fall within its support mandate. §3. Tickets can be submitted via email at [email protected]

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§3. Tickets can be submitted at :​ [email protected]

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5. Liability of the company. §1. If the Company's services are to be delivered within a specific timeframe, the Company is not liable for any breach of this timeframe that is attributable to the Client (in particular for noncompliance with their obligations as specified in Article 3§1), to third parties, or due to force majeure.§2. The Company is not liable for any damage arising from the inaccuracy or incompleteness of the information provided by the Client in accordance with Article 3§1 of these conditions.​

§3. The liability of the Company, whether in contractual or noncontractual matters, and for an act for which it is responsible or for which one of its subcontractors or employees is responsible, is in any case limited to the amount of the services billed to the Client (excluding VAT) in the context of the case in which the Company's liability is in question. In the absence of an amount billed to the Client, the Company's liability is limited to EUR 7,500.00 per damage event.§4. The Company accepts no liability for damage arising from inadequate protection of the Client's computer system (Article 3§4).

6.    Price of services. §1 The Company invoices its services on the basis of an hourly rate or any other method agreed between the Parties and set out in a quotation issued by the Company to the Customer. §2 Invoices are issued by the Company either prior to the commencement of its services, or during the course of such services. §3 The Company's invoices are payable in cash. In the absence of any claim or dispute formulated in writing within 14 days of the date of issue of the invoice, the latter is presumed to have been accepted by the Customer. §4 In the event of non-payment by the due date, the invoice will be increased, ipso jure and without formal notice, by interest at the rate of 12% per annum and a fixed indemnity of 10% of the invoice amount, with a minimum of 60.00 EUR. §5 In the event of non-payment of an invoice on its due date, the Company reserves the right to suspend immediately, without prior notice, any further performance of services still to be carried out, irrespective of its right to consider the contract as terminated, and to claim damages.

7. Force Majeure. In the event of force majeure preventing the Parties from fully or partially fulfilling their obligations, these obligations will be suspended. If the inability to fulfill their obligations persists for more than six months, the Parties may terminate the agreement without costs or compensation. Events of force majeure include, but are not limited to, strikes, civil wars, pandemics, natural disasters, or other events beyond their control that prevent them from fulfilling their obligations.

8. Marketing materials. The Customer hereby authorizes the Company to use the Customer's name and, if applicable, the Customer's logo or other distinctive sign in its marketing and advertising materials, as well as in its references and on its website.

9. Intellectual property rights. The media, notices, documents, slides or other writings provided to the Customer by the Company in connection with the performance of the services, as well as any drawings, models, trademarks or illustrations appearing thereon, whether registered or not, are and shall remain the exclusive property of the Company and may not be reproduced by the Customer without its consent. 

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10. Confidentiality. Under penalty of damages, each Party shall keep strictly confidential all information provided to it by the other Party in connection with the execution of the Agreement and the performance of the Services.

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11. Personal data. The Customer's personal data is collected and processed by the Company for the purpose(s) of carrying out its contractual mission, managing files and invoicing. The Company undertakes to process the data in accordance with the law of July 30, 2018 on the protection of personal data.

12.Odoo Database Hosting and Backup Services. §1. In providing Odoo database hosting services, the Company undertakes to use all reasonable means to guarantee the availability, integrity and security of hosted data. These measures include, but are not limited to, regular data backups and the application of appropriate security measures to protect data against unauthorized access. §2 However, the Customer acknowledges and accepts that the risks associated with hosting and transferring data over the Internet cannot be completely eliminated. Consequently, in the event of data loss, failure or malfunction resulting from factors beyond the Company's reasonable control, the Company shall not be held liable. §3 The Customer is responsible for maintaining adequate backup copies of all data entrusted to the Company for hosting. §4 The Customer also undertakes to set up strong passwords for all users to ensure secure access to their data. §5 The Customer is also responsible for complying with all applicable laws and regulations relating to the collection and processing of personal and/or sensitive data. The Company cannot be held responsible for the Customer's failure to comply with such laws and regulations. §6 The specific terms and conditions of Odoo database hosting and backup services, including applicable rates and charges, will be defined in a specific appendix to these general terms and conditions, which will be accepted and signed by the Customer.

§6. The specific terms of Odoo database hosting and backup services, including applicable rates and fees, will be defined in a specific annex to these general terms, which will be accepted and signed by the Client.

13. Disputes. Any dispute arising from the execution of the contract or these general conditions shall be governed by Belgian law. In the event of a dispute, the parties shall prioritize an amicable settlement. If this is not possible, only the courts of the district where the Company’s registered office is locatedshall have jurisdiction.

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13.   Disputes.  Any dispute arising from the execution of the contract or these general terms and conditions shall be governed by Belgian law. In the event of a dispute, the Parties shall prioritize amicable resolution. Failing this, only the courts of the district where the Company's registered office is located shall have jurisdiction..

1.  Applications

 1.1. All contracts for the sale of equipment concluded with NALIOS BV (hereinafter referred to as "the Company") are subject to these general conditions, excluding those of the Client. The Client declares to have read and accepted these general conditions prior to entering into the contract. Acceptance of the Company's offer therefore implies acceptance of the general conditions without any limitations or reservations. 1.2. The order is deemed to be concluded when the Client accepts the offer from the Company.

1.2. The order is deemed to be concluded when the Client accepts the offer from the Company.

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2. Equipment price and payment

2.1. The price of the equipment is the price stated in the offer. The indicated prices are the final prices, inclusive of all taxes.

2.2. The equipment remains the property of the Company until full payment of the sale price and any applicable delivery charges by the Client.

2.3. The Company's invoices are payable immediately. In the absence of any written complaint or dispute within 14 days of the invoice date, the invoice is deemed to be accepted by the Client.

2.4. In the event of non-payment by the due date, the invoice will automatically and without formal notice be increased by an interest rate of 12% per annum and a flat compensation fee of 10% of the invoice amount, with a minimum of EUR 100.00.

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3. Delivery service.

The company delivers the equipment to the client. At the client’s request, the equipment will be configured by the company.

4.  Complaints.

Upon receipt of the equipment, the Client is required to verify the quantity, quality, and conformity of the delivered products and is also obliged to check that the products do not have any apparent defects. In the absence of a response within 48 hours following delivery, via registered mail, any apparent defects affecting the delivered equipment will be deemed accepted by the Client without reservation.

5. Personal Data

The Client's personal data is collected and processed by the Company for the purposes of fulfilling its contractual obligations, managing files, and billing. The Company is committed to processing the data in accordance with the law of July 30, 2018, regarding the protection of personal data.

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6. Limitations of liability

Nalios' liability is only engaged in cases of fraud or violation of mandatory law. In the event of product defects, these must be reported in detail by registered letter within 30 days of discovery, under penalty of foreclosure. Nalios' role is limited to transmitting the necessary information to the manufacturer to resolve the issue. Under no circumstances shall Nalios be held responsible for the response times of the manufacturer's after-sales service or for any refusal of intervention by the latter. Nalios also reserves the right to require the client to deal directly with the manufacturer to resolve any technical issues, which the client expressly accepts. Nalios provides no guarantees other than those potentially offered by manufacturers. In the event of manufacturer intervention, unless otherwise agreed, the client cannot demand a refund; only a repair may be requested, without Nalios being responsible for the time required for this repair. In all circumstances, Nalios is not responsible for any indirect or immaterial damages (such as loss of data, profits, revenue, clientele, opportunities, operations, reputation, etc.). Nalios does not guarantee that the products will meet all of the client's expectations unless these have been explicitly stated in writing at the time of the contract conclusion. In any case, Nalios cannot be held liable for defects resulting from insufficient maintenance or normal wear and tear. Nalios is also not responsible for the compatibility of installed goods with other equipment that it has neither sold nor installed. The client is also aware that the proper functioning of the products may depend on the quality of their internet network, for which they remain solely responsible.

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7.  Disputes

Any dispute arising from the execution of the contract or these general terms and conditions shall be governed by Belgian law. In the event of a dispute, the Parties shall prioritize amicable resolution. Failing this, only the courts of the district where