General Sales and Terms Conditions

1. Scope of application

All contracts concluded and all services provided by SAS 2doo Integration, operating under the trade name Nalios Haute-Normandie (hereinafter referred to as "the Company"), are subject to these general conditions, to the exclusion of those of the Client. The Client declares to have read these general conditions and accepted them before the conclusion of the contract. The acceptance of the Company's offer therefore implies acceptance of the general conditions without restriction(s) or reservation(s).

The Client acknowledges having been fully informed that their agreement on the content of these general conditions does not require the handwritten signature of this document, but results solely from the placement of their order.

These general terms and conditions apply exclusively to individuals or legal entities having the status of a merchant and possessing full legal capacity to enter into a contractual commitment. 

In its capacity as a professional, the Client acknowledges that the provisions of the Consumer Code do not apply to it, as the orders placed under these conditions fall within the scope of its main activity. 

2. Services provided by the Company 

§1. The Company is an expert in consulting and provides training services for software implementation and change management. The consulting services to be provided by the Company for the Client will be defined by the Parties prior to the commencement of the services, with the Parties being able to adapt and/or extend them by mutual agreement, if necessary. The Company also provides support/maintenance services for the Odoo software. 

§2. The Company is free to subcontract to third parties all or part of the services to be provided to the Client, particularly within the framework of the Nalios network. 

3. Client Obligations 

§1. The Client is required to provide the Company, spontaneously and upon the conclusion of the contract, with all information related to the services to be provided by the Company. 

§2. If the Client does not cooperate in the provision of services by the Company or does not respect the agreed deadlines or agreements, the Company may terminate its services, without compensation to the Client, after a period of 8 days following the sending of a formal notice to the Client. 

§3. The Client is responsible for the accuracy and completeness of the information and documents it provides to the Company. 

§4. The Client takes appropriate measures to protect its computers and its IT system.

4. Obligations of the Company

§1. The Company commits to making its best efforts to provide the services within the agreed deadlines. However, the obligations of the Company are obligations of means and not of result.

§2. The Company takes appropriate organizational and administrative measures so that its services do not give rise to conflicts of interest between Clients. To this end, the Client is required to inform the Company of any information that may allow it to detect a conflict of interest.

Obligations in the context of support/maintenance services subject to a monthly or annual subscription concluded with the Company.

In the event of a bug directly related to the Odoo program, the Company commits to drafting, establishing, and tracking the support ticket on odoo.com and refers to the general conditions of Odoo (point 4.1.).

https://www.odoo.com/documentation/user/14.0/fr/legal/terms/enterprise.html#services

4.2. Support.

§1. Throughout the duration of the contract, the Client may open an unlimited number of tickets free of charge, exclusively for questions related to Odoo bugs (see point 4.1) or to standard Odoo features already implemented by the Company in the Client's production database.

§2. For other requests, such as questions related to features/applications not implemented by the Company or to developments yet to be completed, the Parties will consult on this matter, the Company being free to assess whether these questions fall within its support mission.

§3. Tickets may be submitted by email to the address [email protected] 

5. Liability of the Company

§1. If the services of the Company must be performed within a specified timeframe, the Company shall not be liable for any exceeding of this timeframe that is attributable to the Client (notably for failure to meet its obligation as specified in article 3 §1), to third parties, or to a case of force majeure. 

§2. The Company shall not be liable for damages resulting from the inaccuracy or incompleteness of the information that must be transmitted to it by the Client in accordance with article 3 §1 of these general conditions. 

§3. The liability of the Company, whether contractual or non-contractual, and for an act for which it is responsible or for which one of its subcontractors or agents is responsible, is in any case limited to the amount of the services billed to the Client (excluding VAT) in the context of the matter in which the Company's liability is invoked. In the absence of an amount billed to the Client, the maximum liability of the Company is limited to 7,500.00 euros per claim. 

§4. The Company accepts no liability in the event of damage or loss resulting from inadequate protection of its computer system by the Client (article 3 §4). 

6. Price of services 

§1. The Company charges for its services according to an hourly rate or any other method agreed upon between the Parties and subject to a quote issued by the Company to the Client. 

§2. Invoices are issued by the Company either before the commencement of its services or during them. 

§3. Invoices from the Company are payable in cash. In the absence of a claim or dispute made in writing within 14 days from the date of issuance of the invoice, it is presumed accepted by the Client, who will be barred from making any claim related to the disputed invoice. 

§4. In case of non-payment at maturity, the invoice will be increased, by operation of law and without formal notice, by interest at a rate equal to the refinancing rate of the European Central Bank plus 10 points per year and a flat fee of 40 euros per invoice in accordance with Article L. 441-10 II of the Commercial Code. Any invoice not paid at maturity will result in the payment of a penalty clause of 10% of the invoice amount, with a minimum of 60.00 euros. 

§5. In case of non-payment of an invoice at its due date, the Company reserves the right to immediately suspend, 8 days after a formal notice by registered letter that has remained unsuccessful, any further execution of the services yet to be performed, without prejudice to its right to consider the contract as terminated and to claim damages. 

7. Force majeure 

In case of force majeure preventing the Parties from fulfilling all or part of their obligations, these obligations will be suspended. If the impossibility of fulfilling their obligations lasts beyond six months, the Parties may terminate the contract without costs or compensation. Cases of force majeure include strikes, civil war, pandemics, natural disasters, or any other event beyond their control that prevents them from fulfilling their obligations. 

8. Supports and commercial references 

Unless expressly and in writing opposed by the Client, the Company is authorized to mention the name and logo of the Client as a commercial reference, on its communication materials and with the Nalios network. The materials, notices, documents, presentations, or other writings provided by the Company remain subject to the provisions of Article 9 below. 

9. Intellectual Property Rights 

The materials, notices, documents, presentations, or other writings provided to the Client by the Company in the context of the performance of services, as well as all designs, models, trademarks, or illustrations that may appear therein, whether registered or not, are and remain the exclusive property of the Company and may not be reproduced by the Client without its consent. 

10. Confidentiality 

Under penalty of damages, each Party ensures that the data provided to it by the other Party in the context of the execution of the contract and the provision of services is kept strictly confidential. 

11. Personal Data 

The Client is informed that the Company, as the data controller within the meaning of the General Data Protection Regulation (GDPR), implements the processing of personal data collected from the Client. 

The legal basis for this processing is the legitimate interest pursued by the Company, the execution of its pre-contractual or contractual obligations, compliance with legal and regulatory obligations, management of files and billing, as well as obtaining the consent of the purchaser, by accepting these General Terms and Conditions. 

This data may be communicated to the providers and subcontractors of the Company, particularly within the Nalios network. It is not transferred to countries outside the European Union. If this were to be the case, the Client would be informed, as well as the measures taken to protect the security of the data. 

The data is retained by the Company for a period of 10 years from the end of the contractual relationship, particularly for accounting purposes. 

The data controller is the Company 2DOO Integration (Nalios Haute-Normandie). The Client has the right to access their data, to rectification, to inquiry, to opposition, to portability, and to deletion of said data. The Client can exercise these rights by writing to the Company by email or by postal mail. The Client is informed that exercising certain of these rights may result in preventing them from successfully carrying out their mission, in whole or in part. The Client is informed that they have the right to file a complaint with the CNIL. 

12. Hosting and backup of Odoo databases 

§1. As part of the provision of hosting services for Odoo databases, the Company commits to implementing all reasonable means to ensure the availability, integrity, and security of the hosted data. These measures include, but are not limited to, regular backups of the data and the application of appropriate security measures to protect the data against any unauthorized access. 

§2. However, the Client 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 reasonable control of the Company, the latter's liability cannot be engaged. 

§3. The Client is responsible for maintaining adequate backup copies of all data entrusted to the Company for hosting. 

§4. The Client also agrees to implement strong passwords for all users to ensure secure access to their data. 

§5. The Client is also responsible for complying with all applicable laws and regulations regarding the collection and processing of personal and/or sensitive data. The Company's liability cannot be engaged in the event of non-compliance with these laws and regulations by the Client. 

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

13. Disputes 

Any dispute arising from the execution of the contract or these general conditions is subject to French law. In the event of a dispute, the Parties prefer an amicable settlement. Failing that, the Commercial Court of Rouen will have sole jurisdiction. 

1. Scope of application

1.1. All sales contracts for equipment concluded with SAS 2DOO Integration, operating under the trade name Nalios Haute-Normandie (hereinafter referred to as "the Company"), are subject to these general conditions, to the exclusion of those of the Client. The Client declares having read these general conditions and having accepted them before the conclusion of the contract. Acceptance of the Company's offer implies acceptance of the general conditions without restriction(s) or reservation(s). 

1.2. The order is deemed concluded upon the Client's acceptance of the offer made by the Company. 

The Client acknowledges having been fully informed that their agreement on the content of these general conditions does not require the handwritten signature of this document, but results solely from the placement of their order.

These general terms and conditions apply exclusively to individuals or legal entities having the status of a merchant and possessing full legal capacity to enter into a contractual commitment. 

In its capacity as a professional, the Client acknowledges that the provisions of the Consumer Code do not apply to it, as the orders placed under these conditions fall within the scope of its main activity. 

2. Price of the Equipment and Payment

2.1. The price of the equipment is that indicated in the offer. The prices indicated are the final prices, all taxes included, to which any delivery charges may be added. The prices include the value-added tax (VAT) applicable on the day of the order, and any change in the applicable rate will automatically affect the price of the products sold by the Company. 

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

2.3. The Company's invoices are payable in cash. In the absence of a written complaint or dispute made within 14 days from the date of issuance of the invoice, it is deemed accepted by the Client, who will be barred from making any claim related to the disputed invoice. 

2.4. In case of non-payment at maturity, the invoice will be increased, by operation of law and without formal notice, by interest at a rate equal to the refinancing rate of the European Central Bank plus 10 percentage points per year and a flat fee of 40 euros per invoice in accordance with Article L. 441-10 II of the Commercial Code. Any invoice not paid at maturity will result in the payment of a penalty clause of 10% of the invoice amount, with a minimum of 100.00 euros. 

2.5. Retention of title. 

The ordered goods are sold subject to retention of title. The Company retains ownership of the said goods until full and effective payment of the price by the Client. These provisions do not hinder the transfer of risks that the sold goods may incur or cause, from the moment of their shipment. The Client undertakes, until full payment of the price, not to transform or incorporate the said goods, nor to resell or pledge them, failing which the Company may immediately reclaim the goods, with the costs and risks of returning the sold goods being exclusively borne by the Client. 

3. Delivery 

The Company delivers the equipment to the Client. At the Client's request, the equipment may be configured by the Company at a price to be agreed upon between the Parties. 

4. Claims 

Upon receipt of the equipment, the Client is required to verify the quantity, quality, and conformity of the delivered products, as well as the absence of apparent defects. Failing notification by the Client of any apparent defect in the delivered equipment, by registered letter, within 48 hours following delivery, the Client is deemed to have accepted it without reservation. 

5. Warranty 

In case of a problem with the equipment, the Client agrees to proceed via the ticketing system proposed by the Company. The Company's intervention will in any case be limited to a refund of 25% of the price of the defective equipment, or to the collection of the equipment for repair, if possible. 

6. Personal Data

The Client is informed that the Company, as the data controller within the meaning of the General Data Protection Regulation (GDPR), implements the processing of personal data collected from the Client. 

The legal basis for this processing is the legitimate interest pursued by the Company, the execution of its pre-contractual or contractual obligations, compliance with legal and regulatory obligations, management of files and billing, as well as obtaining the consent of the purchaser, by accepting these General Terms and Conditions. 

This data may be communicated to the providers and subcontractors of the Company, particularly within the Nalios network. It is not transferred to countries outside the European Union. If this were to be the case, the Client would be informed, as well as the measures taken to protect the security of the data. 

The data is retained by the Company for a period of 10 years from the end of the contractual relationship, particularly for accounting purposes. 

The data controller is the company 2DOO Integration (Nalios Haute-Normandie). The Client has the right to access their data, to rectification, to inquiry, to opposition, to portability, and to erasure of said data. The Client can exercise these rights by writing to the Company by email or by postal mail. The Client is informed that exercising some of these rights may result in preventing them from successfully carrying out their mission, in whole or in part. The Client is informed that they have the right to lodge a complaint with the CNIL. 

7. Disputes 

Any dispute arising from the execution of the contract or these general conditions is governed by French law. In the event of a dispute, the Parties prefer an amicable settlement. Failing that, the Commercial Court of Rouen will have sole jurisdiction.