SRL NALIOS - Avenue d’Ecolys 2 bte 31 5020 Namur- BCE n° 0755.733.730
1. Applicability. All contracts entered into and services provided by SRL NALIOS (hereinafter "the Company") are subject to these general terms and conditions, to the exclusion of those of the Customer. The Customer declares that he has read and accepted these terms and conditions before entering into the contract. Acceptance of the Company's offer therefore implies acceptance of the general terms and conditions without restriction(s) or reservation(s).
2. Services provided by the Company. §1 The Company is an expert in consulting and training in software implementation and change management. The consultancy services to be provided by the Company for the Customer will be defined by the Parties prior to the commencement of the services, and the Parties will adapt and/or extend them by mutual agreement, if necessary. The Company also provides Odoo software support/maintenance services. §2 The Company is free to subcontract all or part of the services to be provided for the Customer to third parties.
3. Customer's obligations. §1. the customer is obliged to provide the company, spontaneously and upon conclusion of the contract, with all information relating to the services to be provided by the company. §2 Should the Customer fail to cooperate in the provision of services by the Company, or fail to meet deadlines or agreements, the Company may terminate its services without compensation to the Customer. §3 The Customer is responsible for the accuracy and completeness of the information and documents provided to the Company. §4 The Customer shall take appropriate measures to protect its computers and computer system.
4. Obligations of the Company. §1. the Company undertakes to use its best efforts to perform the services within the agreed time. The Company's obligations are, however, obligations of means and not of result.
§2.The Company takes appropriate organizational and administrative measures to prevent its services from giving rise to conflicts of interest between Clients. To this end, the Client is required to inform the Company of any information that could enable the Company to detect a conflict of interest on the part of the Company.
Obligations within the framework of support/maintenance services subject to monthly or annual subscription concluded with Nalios.
In the event of a bug directly linked to the Odoo programme, the Company undertakes to write, establish and follow up the support ticket on odoo.com and refers to the Odoo general terms and conditions (point 4.1.), available at https://www.odoo.com/documentation/user/14.0/fr/legal/terms/enterprise.html#services.
4.2. Support. §1. During the term of the contract, the Customer may open an unlimited number of tickets free of charge, exclusively for questions relating to Odoo bugs (see point 4.1) or to standard Odoo functionalities already implemented by the Company in the Customer's production database. §2 Other requests, such as questions relating to functionalities/applications not implemented by the Company or to developments yet to be carried out, will be discussed between the Parties, the Company being free to consider whether these questions fall within its support mission. §3. tickets may be submitted by e-mail to[email protected].
5. The Company's liability §1. If the Company's services are to be provided within a specified time, the Company shall not be liable for any breach of this time limit attributable to the Customer (in particular for breach of its obligation as specified in article 3§1), to third parties or to force majeure. §2 The Company shall not be liable for any damage resulting from the inaccuracy or incompleteness of the information to be provided by the Customer in accordance with article 3§1 of these terms and conditions. §3 The Company's liability, whether in contractual or extra-contractual matters, and for an act for which it is responsible or for which one of its subcontractors or employees is responsible, is in any event limited to the amount of the services invoiced to the Customer (exclusive of VAT) in the context of the case in which the Company's liability is called into question. In the absence of an amount invoiced to the Customer, the Company's liability is limited to EUR 7,500.00 per loss. §4 The Company assumes no liability for damage or loss resulting from inadequate protection of the Customer'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 fulfilling their obligations in whole or in part, these obligations will be suspended. Should the impossibility of performing their obligations persist for more than six months, the Parties may terminate the contract without cost or compensation. Cases of force majeure include strikes, civil war, pandemics, natural disasters or any other event beyond their control which prevents 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.
10. Confidentiality. Under penalty of damages, each Party shall keep strictly confidential any data provided to it by the other Party in connection with the execution of the Contract and the performance of the Services.
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.
13. Disputes. Any dispute arising from the performance of the contract or these general terms and conditions shall be subject to Belgian law. In the event of a dispute, the Parties shall give priority to amicable settlement. Failing this, the courts of the district of the Company's registered office shall have sole jurisdiction.
Sale of equipment
1.1. All contracts for the sale of equipment concluded with SRL NALIOS (hereinafter "the Company") are subject to the present general terms and conditions, to the exclusion of those of the Customer. The Customer declares that he has read and accepted these terms and conditions before entering into the contract. Acceptance of the Company's offer therefore implies acceptance of the general terms and conditions without restriction(s) or reservation(s)..
1.2...The order is deemed concluded when the Customer accepts the Company's offer.The order is deemed concluded when the Customer accepts the Company's offer.
2. Equipment price and payment
2.1. The price of the equipment is that specified in the offer. The prices indicated 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 delivery charges by the Customer.
2.3. The Company's invoices are payable in cash. In the absence of any written claim or dispute within 14 days of the invoice date, the invoice is deemed to have been accepted by the Customer.
2.4. In the event of non-payment on 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 100.00 EUR.
The Company delivers the equipment to the Customer. At the Customer's request, the equipment will be configured by the Company, at a price to be agreed between the Parties.
Upon receipt of the equipment, the Customer is obliged to check the quantity, quality and conformity of the products delivered, and is also obliged to check the products for any apparent defects. Should the Customer fail to react within 48 hours of delivery, by registered mail, to any apparent defect affecting the equipment delivered, he shall be deemed to have accepted them without reservation.
In the event of a problem with the equipment, the Customer undertakes to proceed via the ticketing system proposed by the Company. The Company's intervention will in any case be limited to reimbursing 25% of the price of the defective equipment, or to taking back the equipment for repair, if this is possible.
6. Personal data
The Customer's personal data is collected and processed by the Company for the purpose(s) of fulfilling its contractual mission, managing the Company's operations and providing the Customer with the necessary information.
Any dispute arising from the performance of the contract or these general terms and conditions shall be governed by Belgian law. In the event of a dispute, the Parties shall endeavor to settle the matter amicably. Failing this, the courts of the district of the Company's registered office shall have sole jurisdiction.