Services
1. Application.
All contracts concluded and services provided by NALIOS SRL (hereinafter "the Company") are subject to these general conditions, to the exclusion of those of the Client. The Client declares having read and accepted these general conditions before the conclusion of the contract. Therefore, the acceptance of the Company's offer implies acceptance without restriction(s) or reservation(s) of the general conditions.
2. Services provided by the Company.
§1.
The Company is an expert in consultancy and provides training in software implementation and change management. The consultancy services to be provided by the Company for the Client will be defined by the Parties before the start of the services and the Parties will adapt and/or extend them by mutual agreement, if necessary. The Company also provides software support/maintenance services for Odoo.
§2.
The Company is free to subcontract all or part of the services to be provided for the Client to third parties.
3.
Obligations of the Client.
§1.
The Client is required to provide the Company, spontaneously and upon conclusion of the contract, with all information related to the services to be performed by the Company.
§2.
If the Client fails to cooperate in the provision of services by the Company, does not respect deadlines or agreed agreements, the Company may terminate its services, without compensation in favour of 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 will take appropriate measures to protect its computers and information system.
4.
Obligations of the Company.
§1.
The Company commits to providing its best efforts to deliver the services within the agreed deadlines. However, the Company's obligations are obligations of means, not of result.
§2.
The Company takes adequate organizational and administrative measures to prevent its services from causing conflicts of interest among 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 within the framework of support/maintenance services subject to monthly or annual subscription agreements concluded with Nalios.
4.1.
Bug fixing.
En cas de bug lié directement au programme Odoo, la Société s’engage à écrire, établir et suivre le ticket de support sur odoo.com et se réfère aux conditions générales de Odoo (point 4.1.), disponibles .
4.2.
Support.
§1.
During the duration of the contract, the Client can open an unlimited number of tickets for free, exclusively for questions related to Odoo bugs (see point 4.1) or standard Odoo functionalities already implemented by the Company in the Client's production base.
§2.
Other requests, such as questions related to functionalities/applications not implemented by the Company or to developments still to be carried out, will be discussed by the Parties, the Company being free to consider whether these questions fall within its support mission.
§3.
Tickets can be submitted via e-mail to [email protected].
5. Liability of the Company.
§1.
If the Company's services are to be performed within a specified timeframe, the Company will not be liable for any delay attributable to the Client (particularly for failure to comply with its obligations as specified in Article 3§1), to third parties, or to a force majeure event.
§2.
The Company is not liable for any damages resulting from the inaccuracy or incompleteness of the information provided by the Client in accordance with Article 3§1 of these general conditions.
§3.
The Company's liability, whether contractual or non-contractual, and for a fact charged to it or one of its subcontractors or employees, is in any case limited to the amount of services invoiced to the Client (excluding VAT) within the framework of the file in which the Company's liability is implicated. If no amount has been invoiced to the Client, the ceiling of the Company's liability is limited to 7,500.00 EUR per damage.
§4.
The Company assumes no liability in case 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 invoices its services according to an hourly rate or any other method agreed between Parties and subject to an offer issued by the Company to the attention of the Client.
§2.
Invoices are issued by the Company either before the start of its services, or during them.
§3.
Invoices of the Company are payable upon receipt. In the absence of a claim or dispute submitted in writing within 14 days from the date of issue of the invoice, it is presumed to be accepted by the Client.
§4.
In case of non-payment on the due date, the invoice will automatically be increased, without notice, by an interest rate of 12% per annum and a fixed compensation of 10% of the invoice amount, with a minimum of 60.00 EUR.
§5.
In case of non-payment of an invoice on its due date, the Company reserves the right to immediately suspend, without prior notice, any further execution of services yet to be performed, irrespective of its right to consider the contract as resolved, and to claim damages and interest.
7.
Force majeure.
In the event of a force majeure event that prevents the Parties from partially or totally fulfilling their obligations, these obligations will be suspended. If the impossibility to fulfill their obligations should last more than six months, the Parties may terminate the contract without charges or compensation. Among others, strike, civil war, pandemic, natural disaster, or any other event beyond their control that prevents them from fulfilling their obligations, are considered force majeure events.
8. Marketing materials.
Through these general conditions, the Client gives permission to the Company to use its name, and possibly its logo or other distinctive sign to place on its marketing or advertising materials, as well as in its references and on its website.
9. Intellectual Property.
The materials, opinions, documents, slides, or other writings given to the Client by the Company in the execution of the services, as well as the designs, models, trademarks, illustrations possibly appearing on them, 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 will ensure to keep strictly confidential the data provided by the other in the execution of the Contract and the realization of the Services.
11. Personal Data.
The personal data of the Client are collected and processed by the Company for the purpose(s) of fulfilling its contractual mission, managing cases, and invoicing. The Company commits to processing the data in accordance with the law of July 30, 2018, relating to the protection of personal data.
12. Dispute.
Any dispute arising from the execution of the contract or these general conditions will be subject to Belgian law. In case of dispute, the Parties will prefer the amicable route to resolve it. If not, only the courts of the district of the Company's registered office will have jurisdiction.
Sales of Equipment
1. Application
1.1. All contracts for the sale of equipment concluded with NALIOS SRL (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 to have read and accepted these general terms and conditions prior to the conclusion of the contract. Acceptance of the Company's offer constitutes acceptance without any restriction(s) or reservation(s) of the general terms and conditions.
1.2. The order is deemed to be concluded when the Client accepts the offer issued by the Company.
2. Price of Equipement and Payment
2.1. The price of the equipment is as stated 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 the Client has fully paid the sale price and any delivery charges.
2.3. Invoices from the Company are payable in cash. In the absence of a claim or dispute submitted in writing within a period of 14 days from the date of issue of the invoice, it is presumed to be accepted by the Client.
2.4. In the event of non-payment on the due date, the invoice will automatically be increased, without notice, by an interest rate of 12% per annum and a fixed compensation of 10% of the invoice amount, with a minimum of 100.00 EUR.
3. Delivery
The Company delivers the equipment to the Client. Upon request by the Client, the equipment will be configured by the Company at a rate 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, and also to check for any visible defects. In the absence of a reaction within 48 hours following delivery, by registered mail, to any apparent defects affecting the delivered equipment, the Client is deemed to accept them without reservation.
5. Warranty
In case of any issues arising with the equipment, the Client agrees to proceed via the ticketing system provided by the Company. The Company's intervention will be limited in any case to a refund of 25% of the price of the defective equipment or to the return of the equipment for repair, if possible.
6.Personal Data
The Client's personal data is collected and processed by the Company for the purpose(s) of fulfilling its contractual mission, managing cases, and invoicing. The Company commits to processing the data in accordance with the law of July 30, 2018, relating to the protection of personal data.
7. Disputes
Any dispute arising from the execution of the contract or these general terms and conditions will be subject to Belgian law. In case of dispute, the Parties will prefer the amicable route to resolve it. If not, only the courts of the district of the Company's registered office will have jurisdiction.