General Sales Conditions of Nalios Wallonia

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).

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.

3. Client Obligations. §1. The Client is required to provide the Company, spontaneously and upon conclusion of the contract, all information related to the services to be performed by the Company.
§2. In the event that the Client fails to cooperate in the provision of services by the Company, does not adhere to the deadlines or agreed terms, 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 is prohibited from questioning the extracontractual liability of the Company's directors as well as that of their assistants, except for mandatory exceptions or public order provisions provided by law. §5. The Client shall ensure to take appropriate measures to protect their computers and IT system. 

4. Company Obligations. §1. The Company commits to make the best efforts to perform the services within the agreed deadlines. The obligations of the Company are therefore obligations of means, and not of result.
§2. The Company takes appropriate organizational and administrative measures to prevent its services from creating conflicts of interest between Clients. To this end, the Client is required to inform the Company of any information that could allow the Company to detect a conflict of interest on the part of the Company.
Obligations in the context of the services of support/maintenance subject to monthly or annual subscription agreements with Nalios.

4.1. Bug fixing. In case of a bug directly related to the Odoo program, the Company commits to write, establish, and track the support ticket on odoo.com and refers to the general conditions of Odoo (point 4.1.) available at the address: https://www.odoo.com/documentation/user/14.0/fr/legal/ter ms/enterprise.html#services. 

4.2. Support. §1. During the term of the contract, the Client may open an unlimited number of tickets for free, exclusively for questions related to Odoo bugs (see point 4.1) or standard features of Odoo already implemented by the Company in the Client's production database. 
§2. Other requests, such as questions related to features/applications not implemented by the Company or developments yet to be made, the Parties will consult on this matter, the Company being free to decide whether these questions fall within its support mission.
§3. Tickets can be submitted via email to [email protected].

5. Responsibility 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 is not responsible for any damage that would result from the inaccuracy or incompleteness of the information that must be transmitted to it by the Client in accordance with article 3§1 of the present general conditions.
§3. The liability of the Company, whether in contractual or non-contractual matters, and for an act attributed to it or to the charge of one of its subcontractors or employees, is in any case limited to the amount of the services billed to the Client (excluding VAT) in the context of the file in which the liability of the Company is invoked. In the absence of an amount billed to the Client, the liability cap of the Company is limited to 7,500.00 EUR per damage.
§4. The Company assumes no liability in the event of damage or loss resulting from a poor protection of its computer system by the Client (article 3§4)
§5 In no case, (except in the cases referred to in article 5.89, paragraph 3 of the Civil Code) shall the Company be held liable to the Client for any indirect, immaterial, or consequential damage, such as notably loss of profits, turnover, contracts, expected savings, data, operations, or clientele, even if the Company has been informed of the possibility of such damages. 
 

§5. The Client's signature on the quote, or its acceptance by any other written means, including electronic, binds them firmly and definitively. In case of withdrawal or cancellation of the order by the Client after signing, for any reason whatsoever, except for the fault of the Company, the Client will be liable for a flat fee equal to 10% of the total amount excluding VAT of the quote. This fee is due without prejudice to the payment for services already performed as of the date of withdrawal. Any withdrawal must be notified in writing to the Company.

7.   Force majeure. En cas de survenance d’un cas de force majeure qui empêcherait les Parties d’accomplir partiellement ou totalement leurs obligations, ces obligations seront suspendues. Au cas où l’impossibilité d’exécuter leurs obligations devait perdurer plus de six mois, les Parties pourront mettre fin au contrat sans frais ni indemnités. Sont considérés, notamment, comme des cas de force majeure, la grève, la guerre civile, la pandémie, une catastrophe naturelle ou tout autre événement indépendant de leur volonté qui les empêcherait d’accomplir leurs obligations.

8.    Supports marketing. Par le biais des présentes conditions générales, le Client donne l’autorisation à la Société d’utiliser son nom, et éventuellement son logo ou autre signe distinctif pour les placer sur ses supports marketing ou publicitaires, ainsi que dans ses références et sur son site internet.

9. Intellectual property. The supports, notices, documents, slides or other writings provided to the Client by the Company in the context of the execution of the services, including drawings, models, trademarks, illustrations appearing possibly on these, whether registered or not, are and will 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 shall ensure to keep strictly confidential the data provided to it by the other in the context of the execution of the Contract and the performance of the Services.

11.    Personal Data. The Client's personal data is collected and processed by the Company for the purpose(s) of fulfilling its contractual mission, the management of files and billing. The Company commits to process the data in accordance with the law of July 30, 2018 regarding the protection of personal data.

12. Non-solicitation of personnel clause. The Client is prohibited, unless prior written agreement from the Company, from recruiting or from having directly or indirectly any collaborator of the Company who participated in the execution of the services work, for the entire duration of the contract and for a period of 12 months from its termination. In case of non-compliance with this clause, the Client agrees to pay the Company a lump sum corresponding to twelve months of the gross total remuneration of the concerned collaborator, or failing that, a minimum lump sum of €30,000 excluding tax.

13.     Odoo Database Hosting and Backup Services. §1. As part of the provision of Odoo database hosting services, the Company commits to using all reasonable means to ensure the availability, the integrity, and the security of the hosted data. These measures include, among others, regular data backups and the implementation of appropriate security measures to protect the data against 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. Therefore, in the event of loss of data, failure, or malfunction resulting from factors beyond the reasonable control of the Company, it cannot be held liable.
§3. The Client is responsible for maintaining adequate backup copies of all the data entrusted to the Company for hosting.
§4. The Client also agrees to implement strong passwords for all users to ensure the security of 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 cannot be held liable in case of non-compliance with these laws and regulations by the Client.
§6. The specific terms of the database hosting and backup services Odoo, including the applicable rates and fees, will be defined in an annex specific to these general conditions, which will be accepted and signed by the Client.
§7. The Company shall not be held responsible for any loss of revenue, profits, data, or any other indirect loss resulting from an interruption or malfunction of the Odoo software, regardless of the cause, including in the event of temporary or permanent unavailability. 
The Company's liability for any proven direct damage shall in any case be limited in accordance with Article 5§3 above. The Client acknowledges and agrees that the Company cannot guarantee uninterrupted availability or operation of the Odoo Software over which it has no direct control. 

14.    Dispute. 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 prefer amicable means to resolve it. Failing that, only the courts of the district of the Company's registered office shall have jurisdiction.

15. Miscellaneous. If any provision of this contract is declared null, illegal, or unenforceable, this shall not affect the validity of the other provisions of the contract, which shall remain fully applicable. The concerned provision shall then be deemed replaced or limited in its scope, to the strictly necessary extent to make it valid and enforceable, in accordance with applicable legislation. 

1.  Application

1.1.  All contracts for the sale of equipment concluded with SRL NALIOS (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 constitutes acceptance without restriction(s) or reservation(s) of the general conditions.

1.2.  The order is deemed concluded when the Client accepts the offer made by the Company.

2.  Price of the equipment and payment

2.1.  The price of the equipment is that set in the offer. The prices indicated are the final prices.

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 claim or dispute made in writing within 14 days following the date of issue of the invoice, it is presumed accepted by the Client.

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

3.  Delivery

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

4.  Claims

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 datal

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.

6. Limitations of liability

Nalios' liability is only engaged in cases of fraud or violation of a mandatory law. In case of product defects, this must be reported in detail by registered letter, within a period of 30 days from its discovery, under penalty of forfeiture. Nalios' mission is limited to transmitting the necessary information to the manufacturer to resolve the issue. Under no circumstances can Nalios be held responsible for the response times of the manufacturer's after-sales service or for a 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 does not provide any warranty other than those possibly offered by the manufacturers. In the event of the manufacturer's 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 any circumstance, Nalios is not responsible for any indirect or immaterial damage (such as loss of data, profits, turnover, clientele, opportunity, operation, reputation, etc.). Nalios does not guarantee that the products will meet all of the client's expectations if these have not been explicitly stated in writing at the conclusion of the contract. In any case, Nalios cannot be held responsible for defects resulting from insufficient maintenance or normal wear and tear. Nalios is 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.

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