General Sales and Terms Conditions

NALIOS FRANCE, a SASU with a share capital of €50,000, registered with the RCS under number 982 615 023, having its registered office at 143 rue d'Athènes 59777 LILLE, FRANCE

1. Applications.

All contracts concluded and services provided by SASU NALIOS FRANCE (hereinafter ‘the Company’) are subject to these general terms and conditions, to the exclusion of those of the Customer. The Customer declares that he/she has read these general terms and conditions and has accepted them before concluding the contract. Acceptance of the Company's offer therefore implies acceptance of the general terms and conditions without restriction(s) or reservation(s).

The customer acknowledges that he/she has been fully informed of the fact that his/her agreement to the content of these general terms and conditions does not require the handwritten signature of this document, but results from his/her placing the order alone

These General Terms and Conditions apply exclusively to natural persons or legal entities who are traders and have full legal capacity to enter into a contractual agreement. ​

As a professional, the customer acknowledges that the provisions of the Consumer Code are not applicable to him/her, as the order(s) placed in application of the present terms and conditions fall within the scope of his/her main activity.​

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 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 to the Client to third parties.

3.    Obligations of the Client.
§1.The Client is obliged to provide the Company, spontaneously and as soon as the contract is concluded, with all information relating to the services to be provided by the Company.

§2.  If the Client fails to cooperate in the provision of services by the Company or does not comply with 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 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 shall take appropriate measures to protect its computers and computer system.

4.  Obligations of the Company .
§1.  The Company undertakes to use its best endeavours to provide the services within the agreed timescales. However, the Company's obligations are obligations of means and not of result.

§2. The Company shall take appropriate organisational and administrative measures to ensure 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 could enable the Company to detect a conflict of interest on the part of the Company.

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

In the event of a bug directly related 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 https://www.odoo.com/documentation/user/14.0/fr/legal/terms/enterprise.html#services

4.2. Support.
§1.  For the duration of the contract, the Client 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 Client's production database.

§2.  For other requests, such as questions relating to functionalities/applications not implemented by the Company or to developments still to be carried out, the Parties will consult each other on this subject, 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][email protected]

5. The Company's liability
§1. Si les prestations de la Société doivent être réalisées dans un délai déterminé, la Société ne sera pas responsable d’un dépassement de ce délai qui serait imputable au Client (notamment pour manquement à son obligation telle que précisée à l’article 3§1), à des tiers ou à un cas de force majeure.

§2.If the Company's services must be carried out within a specified period, the Company will not be liable for exceeding this period if it is attributable to the Client (in particular for failure to fulfil 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 sent to it by the Client in accordance with article 3§1 of these general 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 sub-contractors or employees is responsible, is in any event limited to the amount of the services invoiced to the Client (excluding 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 Client, the Company's maximum liability is limited to EUR 7,500.00 per loss.

§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 invoices its services according to an hourly rate or any other method agreed between the Parties and which is the subject of a quotation issued by the Company to the Client.

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

§3. The Company's invoices are payable in cash. If no claim or dispute is made in writing within 14 days of the date of issue of the invoice, the invoice is presumed to have been accepted by the Client and the Client will be barred from making any claim relating to the disputed invoice

§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 a rate equal to the refinancing rate of the European Central Bank plus 10 points per annum and a fixed penalty of €40 per invoice in application of article L. 441-10 II of the French Code of Commerce. L. 441-10 II of the French Commercial Code. Any invoice not paid on the due date will give rise to the payment of a penalty clause of 10% of the amount of the invoice, 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, 8 days after a formal notice by registered letter has remained unsuccessful, any subsequent 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 a case of force majeure preventing the Parties from fulfilling all or part of their obligations, these obligations will be suspended. If the impossibility of performing their obligations continues 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 .
In the event of a case of force majeure preventing the Parties from fulfilling all or part of their obligations, these obligations will be suspended. If the impossibility of performing their obligations continues 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.

9. Intellectual property rights.
The media, notices, documents, slides or other written material provided to the Client by the Company as part of the performance of the services, as well as any drawings, models, trademarks or illustrations that may appear on them, whether registered or not, are and shall remain the exclusive property of the Company and may not be reproduced by the Client without its agreement.

10. Confidentiality.
Under penalty of damages and interest, each Party shall ensure that the data supplied to it by the other Party in connection with the performance of the Contract and the provision of the Services is kept strictly confidential. 11. Données à caractère personnelThe Customer is informed that the Company NALIOS, as Data Controller within the meaning of the European Data Protection Regulation (RGPD), implements the processing of personal data collected from the Customer.

11. Personal Data
The Customer is informed that the Company NALIOS, as Data Controller within the meaning of the European Data Protection Regulation (RGPD), implements the processing of personal data collected from the Customer

The legal basis for this processing is the legitimate interest pursued by the NALIOS Company, the performance of its pre-contractual or contractual obligations, compliance with legal and regulatory obligations, the management of files and invoicing, as well as the collection of the purchaser's consent, through acceptance of these GTC.

This data may be communicated to NALIOS's service providers and sub-contractors. It is not transferred to countries outside the European Union. Should this be the case, the Customer will be informed of this and of the measures taken to protect the security of the data.

The data is kept by NALIOS for a period of 10 years from the end of the contractual relationship, in particular for accounting purposes.

The data controller is NALIOS. The Customer has a right of access to the data concerning him, of rectification, interrogation, opposition, portability, and deletion of the said data. The Customer may exercise these rights by writing to NALIOS by e-mail or by post. The Customer is informed that the exercise of some of these rights may result in the purchaser being prevented from carrying out its mission in whole or in part. The Customer is informed that he has the right to lodge a complaint with the CNIL.

12.  Odoo Database Hosting and Backup Services
§1. 1 As part of the provision of Odoo database hosting services, the Company undertakes to use all reasonable means to guarantee the availability, integrity and security of the hosted data. These measures include, but are not limited to, regular data backups and the application of appropriate security measures to protect data against unauthorised 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 cannot be held responsible.

§3. The Client is responsible for maintaining adequate back-up copies of all data it entrusts to the Company for hosting

§4. The Client also undertakes to set up strong passwords for all users in order to ensure secure access to their data

§5. The Client 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 in the event of non-compliance with these laws and regulations by the Client.

§6.  The specific terms and conditions of Odoo database hosting and backup services, including applicable rates and charges, will be set out in a specific annex to these terms and conditions, which will be accepted and signed by the Client.

13. Disputes.
Any dispute arising from the performance of the contract or these general terms and conditions shall be subject to French law. In the event of a dispute, the Parties shall give preference to amicable settlement. Failing this, the Lille Métropole Commercial Court will have jurisdiction

1. Applications  

1.1. All contracts for the sale of equipment concluded with SASU NALIOS FRANCE (hereinafter ‘the Company’) are subject to these general conditions, to the exclusion of those of the Customer. The Customer declares that he/she has read these general terms and conditions and has accepted them before concluding 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 Client accepts the offer issued by the Company

The Customer acknowledges that he/she has been fully informed of the fact that his/her agreement to the content of these General Terms and Conditions does not require the handwritten signature of this document, but results from his/her placing the order alone.

These General Terms and Conditions apply exclusively to natural persons or legal entities who are traders and have full legal capacity to enter into a contractual agreement. ​

As a professional, the customer acknowledges that the provisions of the Consumer Code are not applicable to him/her, as the order(s) placed in application of the present terms and conditions fall within the scope of his/her main activity.​

2. Price of the Equipment and Payment

2.1. The price of the equipment is that set out in the offer. The prices indicated are the final prices, inclusive of all taxes, plus any delivery charges.

The prices include the value added tax (VAT) applicable on the day of the order and any change in the applicable rate will automatically be reflected in 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. If no claim or dispute is made in writing within 14 days of the date of issue of the invoice, the invoice shall be deemed to have been accepted by the Client and the Client shall be barred from making any claim relating to the disputed invoice.

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 a rate equal to the refinancing rate of the European Central Bank plus 10 points per annum and by a fixed penalty of €40 per invoice in application of art. L. 441-10 II of the French Commercial Code. Any invoice not paid on the due date will give rise to the payment of a penalty clause of 10% of the amount of the invoice, with a minimum of EUR 100.00.

2.55 Goods ordered 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 Customer

These provisions do not preclude the transfer of risks that may be incurred or caused by the goods sold, as from their dispatch.

The Client undertakes, until full payment of the price, not to transform or incorporate the said good, nor to resell it or pledge it, failing which the Company will immediately reclaim the good, the costs and risks of returning the good sold being borne exclusively by the Client.

3. Delivery 

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

4. Complaints

On receipt of the equipment, the Client is obliged to check the quantity, quality and conformity of the products delivered and is also obliged to check that the products have no apparent defects. If the Customer fails to notify us of any apparent defects in the equipment delivered by registered post within 48 hours of delivery, the Customer shall be deemed to have accepted them without reservation.

5. Warranty 

In the event of a problem with the equipment, the Client undertakes to proceed via the ticketing system proposed by the Company. The Company's intervention will in any event 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 is informed that the Company NALIOS, as Data Controller within the meaning of the European Data Protection Regulation (RGPD), implements the processing of personal data collected from the Customer.

The legal basis for this processing is the legitimate interest pursued by the NALIOS Company, the performance of its pre-contractual or contractual obligations, compliance with legal and regulatory obligations, the management of files and invoicing, as well as the collection of the purchaser's consent, through acceptance of these GTC.

This data may be communicated to NALIOS's service providers and subcontractors. It is not transferred to countries outside the European Union. Should this be the case, the Customer will be informed of this and of the measures taken to protect the security of the data.

The data is kept by NALIOS for a period of 10 years from the end of the contractual relationship, in particular for accounting purposes.

The data controller is NALIOS. The Customer has a right of access to the data concerning him, of rectification, interrogation, opposition, portability, and deletion of the said data. The Customer may exercise these rights by writing to NALIOS by e-mail or by post. The Customer is informed that the exercise of some of these rights may result in the purchaser being prevented from carrying out its mission in whole or in part. The Customer is informed that he has the right to lodge a complaint with the CNIL

7. Disputes

Any dispute arising from the performance of the contract or these general terms and conditions shall be governed by French law. In the event of a dispute, the Parties shall give priority to amicable settlement. Failing this, the Lille Métropole Commercial Court shall have sole jurisdiction.