GENERAL SALES AND CONTRACT CONDITIONS OF IMPLEDOO
Article 1 – Definitions
For the purposes of these terms and conditions, the following definitions shall apply:
1. Impledoo: the trading name of Coppens Agro B.V., established in Belgium.
2. Customer: any natural person or legal entity that enters into an agreement with Impledoo.
3. Services: all services provided by Impledoo, including but not limited to consultancy, analysis, functional advice, development, configuration, implementation, change management, training, support, hosting, monitoring, and all similar services.
4. Software: all software from Odoo S.A. and other third parties, including modules, add-ons, and customizations.
5. Agreement: any contractual relationship between the parties.
2. Customer: any natural person or legal entity that enters into an agreement with Impledoo.
3. Services: all services provided by Impledoo, including but not limited to consultancy, analysis, functional advice, development, configuration, implementation, change management, training, support, hosting, monitoring, and all similar services.
4. Software: all software from Odoo S.A. and other third parties, including modules, add-ons, and customizations.
5. Agreement: any contractual relationship between the parties.
Article 2 – Scope of application
2.1. These general terms and conditions apply to all quotations, agreements, deliveries, and services of Impledoo.
2.2. General or specific terms and conditions of the customer are expressly excluded, even if communicated later.
2.3. Deviations are only valid if expressly confirmed in writing by Impledoo.
Article 3 – Quotations and Establishment
3.1. All quotes and price estimates are non-binding and indicative.
3.2. An agreement is only concluded after written confirmation by Impledoo or upon commencement of execution.
3.3. All prices are exclusive of VAT and other charges.
3.4. Impledoo reserves the right to correct obvious errors or mistakes.
3.2. An agreement is only concluded after written confirmation by Impledoo or upon commencement of execution.
3.3. All prices are exclusive of VAT and other charges.
3.4. Impledoo reserves the right to correct obvious errors or mistakes.
Article 4 – Execution of the services
4.1. Impledoo's obligation is an obligation of means, not an obligation of results.
4.2. Terms, schedules, and deadlines are merely indicative.
4.3. Impledoo reserves the right to outsource services, in whole or in part, to third parties.
4.4. The Customer acknowledges that software implementations are dependent on external factors and that Impledoo offers no guarantee of error-free functioning or suitability for the Customer's specific purpose.
4.2. Terms, schedules, and deadlines are merely indicative.
4.3. Impledoo reserves the right to outsource services, in whole or in part, to third parties.
4.4. The Customer acknowledges that software implementations are dependent on external factors and that Impledoo offers no guarantee of error-free functioning or suitability for the Customer's specific purpose.
Article 5 – Customer obligations
5.1. The customer must provide all necessary information, access, accounts, and cooperation in a timely and accurate manner.
5.2. The customer is fully responsible for the accuracy and completeness of all data.
5.3. Lack of cooperation entitles Impledoo to charge additional costs and suspend performance.
5.4. The customer is responsible for its own infrastructure, networks, servers, security, firewalls, and user rights.
5.2. The customer is fully responsible for the accuracy and completeness of all data.
5.3. Lack of cooperation entitles Impledoo to charge additional costs and suspend performance.
5.4. The customer is responsible for its own infrastructure, networks, servers, security, firewalls, and user rights.
Article 6 – Acceptance of performances
6.1. Delivered services are deemed to have been definitively accepted if the Client does not object in writing within eight (8) calendar days.
6.2. After acceptance, all changes, corrections, or additional requests are chargeable as additional work.
6.3. Use of software or deliveries automatically constitutes acceptance.
6.2. After acceptance, all changes, corrections, or additional requests are chargeable as additional work.
6.3. Use of software or deliveries automatically constitutes acceptance.
Article 7 – Changes and Change Requests
7.1. Any change or extension of the scope requires a written change request.
7.2. Impledoo may charge additional costs, extra time, and adjusted scheduling.
7.3. The customer acknowledges that any change may impact functionality, stability, performance, or compatibility.
7.2. Impledoo may charge additional costs, extra time, and adjusted scheduling.
7.3. The customer acknowledges that any change may impact functionality, stability, performance, or compatibility.
Article 8 – Support and accessibility
8.1. Unless explicitly stated in a separate SLA, Impledoo does not guarantee response times, execution times, 24/7 availability, or continuous monitoring.
8.2. Support is charged at the applicable rates.
8.3. Software problems caused by Odoo S.A. or third parties are not Impledoo's responsibility.
8.4. Impledoo is not responsible for servers, hosting, backups, or updates, unless otherwise agreed in writing.
8.2. Support is charged at the applicable rates.
8.3. Software problems caused by Odoo S.A. or third parties are not Impledoo's responsibility.
8.4. Impledoo is not responsible for servers, hosting, backups, or updates, unless otherwise agreed in writing.
Article 9 – Rates, indexation and price changes
9.1. Impledoo reserves the right to index rates annually according to the Belgian health index.
9.2. License changes by Odoo or other suppliers will be automatically charged to the customer.
9.3. Additional work, urgent interventions, and unforeseen circumstances will be charged at the applicable hourly rates.
9.2. License changes by Odoo or other suppliers will be automatically charged to the customer.
9.3. Additional work, urgent interventions, and unforeseen circumstances will be charged at the applicable hourly rates.
Article 10 – Intellectual property
10.1. All intellectual property rights to documentation, configurations, methodologies, analyses, reports, scripts, customizations, know-how, and all other creations remain the property of Impledoo at all times.
10.2. The customer obtains only a non-exclusive, non-transferable right of use.
10.3. The customer may not copy, distribute, modify, publish, or resell Impledoo's work without written permission.
10.4. Customizations developed by Impledoo may not be reused outside the organization without permission.
10.2. The customer obtains only a non-exclusive, non-transferable right of use.
10.3. The customer may not copy, distribute, modify, publish, or resell Impledoo's work without written permission.
10.4. Customizations developed by Impledoo may not be reused outside the organization without permission.
Article 11 – Data, Backups and Data Integrity
11.1. The customer is solely responsible for the security, integrity, content, and backups of all data.
11.2. Impledoo is not liable for data loss, data corruption, errors, duplicates or inconsistencies, loss of access, or recovery costs.
11.3. Unless explicitly provided for in a contract, Impledoo does not perform backups.
11.4. The customer is responsible for data export, auditing, and control.
11.2. Impledoo is not liable for data loss, data corruption, errors, duplicates or inconsistencies, loss of access, or recovery costs.
11.3. Unless explicitly provided for in a contract, Impledoo does not perform backups.
11.4. The customer is responsible for data export, auditing, and control.
Article 12 – Liability and Exemption
12.1. Impledoo is only liable for proven intentional misconduct.
12.2. To the extent legally permitted, Impledoo excludes any liability for gross negligence by subordinates and third parties.
12.3. Impledoo is under no circumstances liable for direct damage, indirect damage (loss of profit, loss of turnover, business interruption), consequential damage, damage caused by external software or updates, or errors caused by the customer or third parties.
12.4. Total liability is limited to the amount (excluding VAT) paid by the customer for services during the last three (3) months.
12.5. The customer indemnifies Impledoo against all claims from third parties.
12.2. To the extent legally permitted, Impledoo excludes any liability for gross negligence by subordinates and third parties.
12.3. Impledoo is under no circumstances liable for direct damage, indirect damage (loss of profit, loss of turnover, business interruption), consequential damage, damage caused by external software or updates, or errors caused by the customer or third parties.
12.4. Total liability is limited to the amount (excluding VAT) paid by the customer for services during the last three (3) months.
12.5. The customer indemnifies Impledoo against all claims from third parties.
Article 13 – GDPR and Processing of personal data
13.1. If Impledoo processes personal data, this is done solely on the customer's instructions.
13.2. The customer remains responsible within the meaning of the GDPR.
13.3. A separate data processing agreement (DPA) will be concluded if required.
13.4. Impledoo is not liable for unlawful or incorrect data entered into the software by the customer.
13.2. The customer remains responsible within the meaning of the GDPR.
13.3. A separate data processing agreement (DPA) will be concluded if required.
13.4. Impledoo is not liable for unlawful or incorrect data entered into the software by the customer.
Article 14 – Non-application
14.1. The Client agrees not to recruit or directly or indirectly contact any Impledoo employees, subcontractors, or freelancers during the term of the agreement and for twelve (12) months thereafter.
14.2. In the event of a breach, the Client will owe a lump sum compensation equal to twelve (12) months' gross income of the person involved.
14.2. In the event of a breach, the Client will owe a lump sum compensation equal to twelve (12) months' gross income of the person involved.
Article 15 – Advice and responsibility
15.1. Impledoo's advice, recommendations, and analyses are non-binding.
15.2. The customer remains fully responsible for strategic, functional, or operational decisions based on Impledoo's advice.
15.3. Impledoo does not guarantee suitability for a specific business purpose.
15.2. The customer remains fully responsible for strategic, functional, or operational decisions based on Impledoo's advice.
15.3. Impledoo does not guarantee suitability for a specific business purpose.
Article 16 – Transfer
16.1. The Customer may not transfer the Agreement without Impledoo's written consent.
16.2. Impledoo may transfer the Agreement in the context of a restructuring, merger, or transfer of activities.
16.2. Impledoo may transfer the Agreement in the context of a restructuring, merger, or transfer of activities.
Article 17 – Force Majeure
17.1. Impledoo is not liable for force majeure, including but not limited to technical failures, cyberattacks, illness, pandemics, power outages, delivery problems, network disruptions, or the actions of third parties.
17.2. In the event of force majeure, Impledoo may suspend its obligations or terminate the agreement without compensation.
17.2. In the event of force majeure, Impledoo may suspend its obligations or terminate the agreement without compensation.
Article 18 – Export Control and Legal Compliance
18.1. The Customer is responsible for compliance with all applicable export, data, compliance, and licensing laws.
18.2. Impledoo is not liable for any unauthorized use of the software by the Customer.
18.2. Impledoo is not liable for any unauthorized use of the software by the Customer.
Article 19 – Invoicing and payment
19.1. Invoices are payable within fourteen (14) calendar days.
19.2. In the event of non-payment, monthly interest of 1% and a fixed compensation of 10% with a minimum of €150 will automatically accrue without notice of default.
19.3. Disputes do not suspend payment of undisputed amounts.
19.2. In the event of non-payment, monthly interest of 1% and a fixed compensation of 10% with a minimum of €150 will automatically accrue without notice of default.
19.3. Disputes do not suspend payment of undisputed amounts.
Article 20 – Applicable Law and Jurisdiction
20.1. This agreement is governed exclusively by Belgian law.
20.2. The Court of Ghent, Kortrijk division, has exclusive jurisdiction over all disputes.
20.2. The Court of Ghent, Kortrijk division, has exclusive jurisdiction over all disputes.
Article 21 – Severability
If any provision is declared invalid in whole or in part, the remaining provisions will remain in full force and effect. The invalid provision will be replaced by a provision of equivalent economic value.