General Terms of Sale 

I. Common Provisions 

1. Scope of application and contractual documents 

These general terms of sale (« GTS ») govern the service provisions and sales of equipment ordered from the Company by Clients acting for the needs of their professional activity. They are not intended for sales to consumers. For a mixed order, the common provisions and the provisions specific to each component apply jointly. 

The General Terms and Conditions are communicated to the Client before their commitment. Acceptance of the quote or order constitutes acceptance of the General Terms and Conditions as brought to their knowledge. The Client's conditions apply only if the Company expressly accepts them in writing. 

In case of contradiction, the specific conditions and amendments accepted by the Parties prevail, followed by the quote and its technical annexes, and then the present General Terms and Conditions. The conditions of publishers and manufacturers apply only to the relevant products or services, after communication to the Client, without removing the Company's own obligations. 

Mandatory provisions remain applicable, notably the protections of Article L. 221-3 of the Consumer Code when their conditions are met: off-premises contract, object foreign to the main activity of the professional solicited, and a workforce of no more than five employees. In this case, the required information and withdrawal documents are provided before the conclusion, and the rules regarding payment and early commencement are respected. 

2. Quote, order, and modification 

The quote specifies the scope, deliverables or references of the material, the price, the billing and payment terms, the agreed deadlines, and, if applicable, the prerequisites and exclusions. Its validity period is as stated; failing that, it is thirty calendar days from its issuance. 

The contract is formed by the acceptance without modification of the quote during its validity period, by handwritten or electronic signature, or by an unequivocal written agreement from an authorized person. Any modification proposed by the Client requires the written agreement of the Company. 

The start may be subject to the collection of the expressly provided deposit and the receipt of the necessary information and access, subject to mandatory provisions. Any extension of the scope, technical modification, or cancellation for convenience is subject to a written agreement specifying its financial and scheduling consequences. No additional service is engaged or billed without prior agreement from the Client on its scope and its price or its method of calculation. 

3. Price, billing and payment 

Prices are expressed in euros excluding taxes. VAT and other legally applicable taxes or contributions are indicated separately. Travel, delivery, installation, and other ancillary costs are only due if they have been announced and accepted. Any potential price reductions are included in the quote; no discount for early payment is granted unless expressly agreed. 

Services are billed at a fixed rate, based on time spent, or by subscription according to the quote. In management, invoices are accompanied by a statement of interventions. An estimated budget is not a fixed price; the Company alerts the Client before exceeding it and obtains their agreement on the additional budget. Deposits and interim deadlines are defined in the quote. Invoices are issued on the dates imposed by regulations and according to the contractual schedule compatible with it. 

Unless a different deadline is expressly agreed, invoices are payable upon receipt, by transfer to the account indicated on the invoice. Their due date is stated on each invoice. The agreed deadlines comply with applicable legal limits, notably sixty days from issuance or, if expressly agreed and not abusive, forty-five days end of month; the regime applicable to periodic invoices remains in effect. 

The Client shall promptly report any justified dispute to [email protected]. The absence of a dispute within an administrative timeframe does not constitute a waiver of rights. The undisputed portion remains payable at maturity, without prejudice to legally available defenses. 

4. Late payment and suspension 

Any late payment shall automatically incur, without reminder, penalties calculated on the unpaid amounts including tax at the refinancing rate of the European Central Bank increased by ten percentage points, according to the provisions of Article L. 441-10 of the Commercial Code. The rate applied is that in effect on January 1st for the first semester and on July 1st for the second semester of the concerned year. 

A flat fee for recovery costs of 40 euros is also due for invoices paid late. When the recovery costs incurred exceed this amount, additional compensation may be requested upon justification, under legal conditions. 

In the event of a default constituting a sufficiently serious breach, the Company may suspend the relevant obligations eight calendar days after receiving a formal notice that has remained unsuccessful announcing this suspension. The measure must remain proportionate; it does not allow for the deletion of the Client's data or their abusive retention. The Client is informed of the operational consequences and the terms of resumption. The mandatory provisions relating to collective procedures and the Client's rights to dispute are reserved. 

5. Liability 

Each Party is responsible for the breaches attributable to it. The Company is responsible for the execution of its obligations, including when it involves a subcontractor. It is not liable for consequences solely caused by erroneous information from the Client, a use contrary to the instructions, or an unauthorized intervention by a third party; these circumstances do not exempt it from its own faults. 

Subject to the exceptions below, only direct, foreseeable, and established damages are compensable. Damages are not classified as indirect solely because they correspond to a loss of data, revenue, or operations: their classification depends on the link to the breach. 

Unless more favorable specific conditions for the Client apply, the total amount of damages owed by the Company under an order is capped at the amount excluding tax paid or payable for that order. For a subscription, the cap corresponds to the amount excluding tax paid or payable over twelve months for the relevant service. 

This cap does not apply to fraud, gross negligence, bodily injury, or liabilities that the law prohibits limiting. It cannot deprive an essential obligation of its substance. It does not limit the refunds due in case of termination, the applicable legal warranties, or the rights of the individuals concerned under the GDPR. The Client remains responsible for its management decisions, without prejudice to the Company's duty to advise within the agreed scope. 

6. Confidentiality and commercial references 

Each Party protects the non-public information received from the other Party and uses it only for the execution of the contract. Their communication is limited to those who need it and who are bound to appropriate confidentiality. Excluded are information that is already public without violating the contract, legitimately known, lawfully received from a third party, or developed independently. 

This obligation applies during the contract and for five years after its termination; the protection of trade secrets and personal data remains applicable as long as the law requires. A legally imposed disclosure is limited to what is necessary and, when permitted, preceded by a notification to the other Party. 

The use of the name, logo, or description of the Client's project as a commercial reference requires their prior written consent, specifying the authorized media. No confidential information may be published in this regard. 

7. Personal data 

Management of the business relationship. Althesys SASU acts as the data controller for identification, contact, and tracking data necessary for quotes, orders, services, deliveries, invoices, and claims. The legal bases are, depending on the processing, the execution of the contract when the data subject is a party, the legitimate interest in managing professional relationships, or compliance with a legal obligation. Acceptance of the General Terms and Conditions does not constitute general consent to all processing. 

The recipients are the authorized persons of the Company and, to the strict extent necessary, its IT, accounting, payment, transport or consulting service providers and the competent authorities. Operational data is retained during the contractual relationship, then only the necessary data is archived for the duration of legal obligations or defense of rights; accounting documents are kept for ten years according to the applicable legal starting point. Data used for prospecting is retained for a maximum of three years after the end of the business relationship or the last contact from the prospect, unless prior opposition.

Individuals have, according to the legal conditions specific to each right, rights of access, rectification, erasure, limitation, opposition and portability, as well as the right to withdraw consent when it constitutes the basis for processing. They can write to [email protected] or to the address of the Company and file a complaint with the CNIL. Additional information, particularly regarding any transfers of data outside the European Economic Area and their guarantees, is provided by the Company before the relevant processing.

Data entrusted in the context of services. When the Company processes data on behalf of the Client, the Parties conclude a subcontracting annex in accordance with Article 28 of the GDPR before any access. It describes the processing, their duration, the data and individuals concerned, the documented instructions, the security measures, the authorized subsequent subcontractors, the places of processing and transfers, the assistance, the audits as well as the return or deletion of the data. The Company commits to confidentiality, to process the data only on lawful instruction, to report any instruction it deems contrary to the GDPR, and to notify the Client of any data breach as soon as it becomes aware of it. Mere membership in a commercial network does not authorize the sharing of data. 

8. Force majeure, termination of the contract and general provisions 

Force majeure is assessed according to Article 1218 of the Civil Code. The affected Party promptly informs the other Party and takes reasonable measures to limit the consequences. A temporary impediment suspends the affected obligations, unless the delay justifies termination; a definitive impediment leads to the consequences provided by law. A breakdown, a cyberattack, or a supplier failure does not automatically constitute a case of force majeure. 

In the event of a sufficiently serious breach, particularly of payment, essential cooperation, delivery, or execution of services, the aggrieved Party may terminate the contract under legal conditions, after a formal notice specifying the breach and announcing the termination, which remains unsuccessful for thirty calendar days, unless in case of urgency or another legally accepted hypothesis. 

At the end of the contract, the Parties establish a statement of the services performed, materials delivered, and any restitutions due. Amounts paid for unfulfilled obligations are refunded when they are not legally owed. The terms for the restitution of data and reversibility remain applicable. 

The nullity of a clause does not affect the other stipulations, unless it deprives the contract of its essential balance. The failure to exercise a right does not constitute a waiver. Any modification of the General Terms and Conditions applies only to future orders, unless expressly agreed by the Parties. Electronic exchanges may serve as evidence under legal conditions. 

9. Applicable law and dispute resolution 

Contracts are subject to French law. The Parties seek in good faith an amicable solution by sending a written complaint describing the dispute. This approach does not prevent the filing of an urgent jurisdiction or to preserve a right and does not alone suspend legal deadlines. 

WHEN THE PARTIES HAVE ALL CONTRACTED AS MERCHANTS AND SUBJECT TO MANDATORY RULES, DISPUTES FALL UNDER THE EXCLUSIVE TERRITORIAL JURISDICTION OF THE COMMERCIAL COURT OF DAX. THIS CLAUSE MUST BE VERY PROMINENTLY INCLUDED IN THE CLIENT'S COMMITMENT. 

In other cases, the rules of common jurisdiction apply. 

 

II. Conditions specific to service provisions 

10. Scope and organization of services 

According to the accepted quote, the services may include consulting on organization and digital transformation, functional analysis, integration and configuration of Odoo, data migration, specific developments and interconnections, training, assistance, maintenance, and support for hosting, notably Odoo.sh. Only the services expressly ordered are included. 

The Parties define the objectives, deliverables, responsibilities, milestones, acceptance criteria, and schedule. Licenses, publisher subscriptions, hosting, travel, and on-site interventions are distinguished when billed separately. Regulated services or certification of tax, accounting, or sector compliance are not included without a specific commitment falling under the Company's competencies. 

The Company may use qualified subcontractors under its responsibility, in compliance with confidentiality and data protection obligations. No partner status, certification level, or commitment from another entity in the network is deemed acquired solely by these present General Terms and Conditions. 

11. Cooperation and Obligations of the Parties 

The Company performs the services diligently and in accordance with the rules of the art. Consulting and support missions are subject to a duty of means, without negating the specific commitments for delivery, compliance with specifications, and other obligations expressly agreed upon. It informs the Client of identified difficulties, known limits, and useful prerequisites. 

The Client designates an authorized representative, makes available the relevant users, provides accurate and complete information, and the strictly necessary access. They have the required rights over the data, software, and documents provided. They validate the business processes, participate in the tests, and decide on the production deployment based on the results of the acceptance.

Each Party protects the accesses under its control. The Client maintains its equipment and secures its accounts; it organizes the backups that are its responsibility, without relieving the Company of the backups it has contractually undertaken. Before any migration or sensitive intervention, the Parties determine who performs and verifies the backup and the rollback procedures.

Any delay attributable to a Party results in written notification and an adjustment of the schedule proportional to its actual impact. Additional work or remobilization costs must be justified and accepted before billing.

12. Delivery, acceptance, and additional requests

When a deliverable is submitted for acceptance, the Company notifies its availability, along with the necessary elements for testing. Unless a different deadline is agreed upon, the Client has thirty calendar days to accept the deliverable or notify specific and reproducible reservations regarding the validated specifications.

Anomalies blocking the agreed essential uses prevent the acceptance of the concerned deliverable until correction and new verification. Minor reservations are recorded with a correction schedule and do not prevent an acceptance with reservations. Corrections of non-conformities attributable to the Company do not constitute additional billable services.

In the absence of a response by the expiration of the deadline, the Company sends an explicit reminder of the consequences of silence. The acceptance is deemed acquired eight calendar days after receipt of this reminder only if the Client has effectively had the means to test and has reported no blocking anomalies. It does not constitute a waiver of recourse related to defects that are not detectable during testing. 

Changes in needs, additions of features, or modifications of validated specifications are subject to a supplementary quote or an amendment specifying the cost and the timeline. For training and consulting without deliverables subject to acceptance, the execution is documented by a report or an appropriate certificate; no satisfaction or acquisition of skills is presumed by mere silence. 

 

13. Support, maintenance, and subscriptions 

Support and maintenance require an order or a subscription specifying the covered environments, supported versions, intervention windows, included volumes, and, if applicable, response or recovery times. No unlimited support, continuous availability, or guaranteed response time is included without written commitment. 

Requests are addressed to [email protected] or to the portal indicated in the contract, with a description of the problem, the circumstances, and the elements useful for diagnosis. Incidents attributable to standard software may be forwarded to the publisher; the Company ensures the agreed follow-up without guaranteeing a correction time that the publisher has not contractually guaranteed. 

The new developments, version migrations, additional training, interventions on uncovered components, and corrections necessitated by third-party modifications are only included if the contract provides for them. Any billable intervention outside the subscription requires the Client's agreement. 

The quote specifies the duration, billing frequency, renewal conditions, price revision, and termination conditions. In the absence of an expressly planned renewal, a fixed-term subscription ends at its term. A subscription expressly concluded for an indefinite duration can be terminated by either Party with thirty days' written notice, subject to a longer legal notice period, particularly in the presence of an established business relationship. No new rate applies to an ongoing fixed period without the Client's agreement. 

14. Software, licenses, and intellectual property 

The software, trademarks, and pre-existing components remain subject to the rights and licenses of their holders. The Client subscribes to the necessary licenses, directly or through the Company according to the quote. The publisher's conditions, the version, and the applicable costs are communicated before the commitment; the integration service does not transfer any rights on Odoo or third-party components beyond these licenses. 

The methods, tools, and pre-existing know-how of the Company remain its property. For the deliverables and original developments for which it holds the rights, the Company grants, after full payment of the corresponding price, a non-exclusive right of use for the internal professional needs of the Client, worldwide and for the legal duration of protection. This right includes the use, execution, and reproduction necessary for this purpose and for backups. Before payment, uses necessary for testing and for the contractually agreed implementation are permitted. 

The delivery of source codes, the right to modify and maintain by a third party, as well as any assignment of rights, are expressly defined in the quote or in an annex specifying the rights, uses, duration, and territory concerned. The rights granted by free licenses and legal exceptions are not restricted by these General Terms and Conditions. The Client retains its rights over its data and its own content. 

15. Hosting, backups, and reversibility 

The hosting and backup services are defined in an annex accepted before their start. It identifies the host, the account holder, the processing countries, the capacities, the security measures, the maintenance windows, any availability commitments, the frequency and duration of backup retention, the restoration tests, and the distribution of responsibilities. 

The Company fulfills the obligations it undertakes and informs the Client of known incidents affecting the service. No quantified availability target, recovery time, or maximum allowable data loss is guaranteed without express stipulation. The use of a hosting provider does not relieve the Company of its own commitments. At the end of the contract, the Client can retrieve their data in an agreed usable format and their access when it belongs to them. The appendix sets out the procedure, the return time frame, the recovery period, and the deletion schedule, subject to legal retention and backup processing. The Company informs the Client before any scheduled deletion and allows them the opportunity to recover their data. 

Additional migration assistance may be charged according to a previously accepted quote; it does not condition the exercise of legal restitution rights. Personal data is returned or deleted according to the Client's instructions and the GDPR appendix. 

 

III. Conditions specific to the sale of equipment 

16. Ordered equipment and availability 

The Company provides the computer hardware, equipment, and peripherals described in the quote. This specifies the references, quantities, essential characteristics, new or refurbished condition, included accessories, any commercial warranties, and associated services. 

The Company advises the Client regarding the needs and constraints they have communicated. The desired compatibility with Odoo, existing systems, or third-party equipment must be described in the specifications. General commercial documents do not replace the contractually accepted characteristics. 

In case of unavailability, the Company promptly informs the Client and proposes a new deadline or a replacement product whose characteristics and price are subject to their agreement. No substitution is imposed. If the agreed supply becomes impossible and no alternative is accepted, the amounts received for the non-supplied equipment are refunded, without prejudice to the other rights of the Client. 

17. Delivery, risks, and installation 

Delivery occurs at the address and within the agreed timeframe. The quote specifies whether the deadline is firm or estimated. The Company informs the Client of any delays and the new expected date; the indicative nature of a deadline does not exclude legal remedies in case of non-performance. Partial deliveries are subject to prior agreement when they affect the expected use. 

Unless expressly accepted by a specific agreement, the risks of loss or deterioration are transferred upon physical handover to the Client or their representative at the agreed location, and not upon shipment. The transfer of risks is independent of the retention of title. 

The Client guarantees the accessibility and adequacy of the premises, as well as the announced electrical and network prerequisites. Configuration, installation, connection, data migration, and training are included only if they are listed in the quote. The costs of re-presentation resulting from an absence or an incorrect address attributable to the Client are to be justified in advance and subject to their agreement. 

18. Verification and reservations upon receipt 

Upon receipt, the Client checks the condition of the packages, the quantities, the references, and the apparent defects. He makes specific reservations on the delivery document and quickly communicates to the Company the useful supporting documents, including photographs. 

For transports covered by Article L. 133-3 of the Commercial Code, motivated protests for damage or partial loss must be notified to the carrier by registered letter or extrajudicial act within three days, excluding public holidays, following receipt, subject to other legal provisions. A simple email to the Company does not replace this formality. International transports may be subject to different rules. 

Apparent defects or discrepancies from the order are reported to the Company, preferably within five working days. This internal processing time does not establish a general forfeiture of the Client's rights and does not reduce legal deadlines. The absence of reservations upon delivery does not exclude recourse related to hidden defects or defects not detectable upon receipt. 

19. Retention of title 

The Company retains ownership of the equipment until full and effective payment of its price. Until that date, the Client keeps the identifiable equipment in good condition, assumes the risks that have been transferred to him, and takes appropriate insurance measures. He cannot pledge it, resell it, or incorporate it irreversibly without prior written agreement from the Company. 

In case of non-payment, the Company may request the return or exercise a claim under legal conditions, particularly those applicable to collective proceedings. No forced recovery can occur outside legal avenues. The value of the returned equipment and the amounts already paid are taken into account in the settlement, in order to avoid any double compensation. 

 

20. Warranties and after-sales service 

The Company is required to deliver equipment that complies with the contractual specifications and is liable for the applicable legal warranties, particularly the warranty for hidden defects provided for in Articles 1641 and following of the Civil Code. The action based on hidden defects must be initiated within two years of their discovery, subject to other legal time limits. 

A commercial warranty from the manufacturer or the Company only applies according to the communicated conditions: duration, territory, parts, labor, transport, and exclusions. It adds to the seller's legal obligations and does not replace them. Recourse to the manufacturer is not imposed as the sole avenue for claims. 

The Client contacts [email protected] specifying the invoice, reference, serial number, and symptoms. The Company organizes the diagnosis and, depending on the applicable basis, the repair, replacement, price reduction, or resolution of the sale under legal and contractual conditions. No flat-rate refund limited to a fraction of the price is imposed in replacement of these rights. 

Deteriorations exclusively caused by use contrary to the instructions, an accident, an unauthorized modification, or normal wear and tear are not covered by a warranty for a manufacturing defect. A billable intervention outside of warranty requires an accepted quote. The distribution of transport and diagnostic costs is announced before intervention, without imposing costs on the Client that are legally the responsibility of the Company. 

Before returning equipment containing data, the Parties organize their backup and, when possible and necessary, their secure deletion. If deletion is impossible, they agree on appropriate confidentiality and protection measures. A loan of equipment is included only if it has been expressly agreed. 

21. Convenience Returns and End of Life of Equipment 

Outside of any applicable legal right, particularly in the situations referred to in Article 1, there is no general contractual right of withdrawal or convenience return. Such a return requires the written agreement of the Company, which specifies the expected condition, the timeframe, any potential costs, and the terms of credit or refund. This procedure does not hinder returns related to non-compliance, hidden defects, or other legal obligations. 

Electrical and electronic equipment and their batteries are directed towards appropriate collection channels. The Company communicates, according to its role and the products concerned, the applicable return and processing methods and any potential environmental contributions. The Company's regulatory obligations are not transferred to the Client by these General Terms and Conditions.