General Sales and Terms & Conditions
Dynaplo SRL
Huntheimer Straße 92 - 4780 St.Vith
Company Number: 1023.135.907
Effective as of: 2025
1. Applications
All contracts entered into and services provided by Dynaplo 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 entering into the contract. Acceptance of the Company’s offer implies unconditional acceptance of these terms.
2. Services Provided by the Company
§1. The Company specializes in consultancy, training in software implementation, and change management. The scope of consultancy services is determined by the Parties prior to the commencement of the engagement and may be adjusted or expanded by mutual agreement. The Company also offers support and maintenance services for Odoo software.
§2. The Company may subcontract all or part of the services to third parties.
3. Obligations of the Client
§1. The Client shall provide all necessary and relevant information spontaneously and at contract signing.
§2. If the Client fails to cooperate or meet deadlines, the Company may suspend or terminate the services without compensation.
§3. The Client is solely responsible for the accuracy and completeness of the information provided.
§4. The Client agrees not to hold the Company’s directors or agents personally liable, except in cases required by law.
§5. The Client must implement adequate security measures to protect its IT systems.
4. Obligations of the Company
§1. The Company commits to using best efforts to meet agreed timelines. The Company’s obligations are obligations of means, not of results.
§2. The Company takes steps to avoid conflicts of interest and requires the Client to disclose any information that may pose a conflict.
Obligations for Support/Maintenance Services (Monthly or Annual Subscription)
4.1. Bug fixing: For bugs related to Odoo software, the Company commits to creating and following up on tickets via odoo.com, in accordance with Odoo’s own terms (available at: Odoo Terms).
4.2. Support:
- §1. The Client may submit unlimited support tickets related to Odoo bugs or standard Odoo functionalities implemented by the Company in the Client’s production environment.
- §2. Requests outside this scope will be evaluated case-by-case, and the Company is free to determine whether they fall under the support agreement.
- §3. Tickets must be submitted via email to: info@dynaplo.com
5. Liability of the Company
§1. The Company is not liable for missed deadlines caused by the Client, third parties, or force majeure.
§2. The Company is not liable for damage due to inaccurate/incomplete information from the Client.
§3. The Company’s total liability, whether contractual or tortious, is limited to the amount invoiced for the service in question (excluding VAT). If no amount was invoiced, the liability is capped at EUR 7,500.00 per incident.
§4. The Company is not liable for damage resulting from insufficient IT protection by the Client.
6. Price of Services
§1. Services are billed based on hourly rates or other pricing models as agreed in the offer.
§2. Invoices may be issued before or during service delivery.
§3. Invoices are payable upon receipt. If unchallenged in writing within 14 days, the invoice is deemed accepted.
§4. Late payments incur 12% annual interest and a fixed penalty of 10% of the invoice amount (minimum EUR 60.00), without formal notice.
§5. In case of non-payment, the Company may suspend services or terminate the contract, and claim damages.
7. Force Majeure
If force majeure prevents one or both Parties from fulfilling obligations, such obligations are suspended. If the situation continues for more than six months, either Party may terminate the contract without penalty. Force majeure includes (but is not limited to) strikes, wars, pandemics, natural disasters, and events outside the Parties' control.
8. Marketing Materials
The Client authorizes the Company to use its name, logo, or other trademarks in marketing, advertising, and reference materials, including on the Company’s website.
9. Intellectual Property
All materials (documents, slides, designs, models, trademarks, etc.) provided by the Company remain its exclusive property and may not be reproduced or used by the Client without prior written permission.
10. Confidentiality
Each Party agrees to treat all confidential information received from the other Party during the execution of the contract as strictly confidential, under penalty of damages.
11. Personal Data
Personal data provided by the Client is processed by the Company in accordance with the law of July 30, 2018, for contract execution, file management, and invoicing.
12. Odoo Database Hosting and Backup Services
§1. The Company will take all reasonable measures to ensure data availability, integrity, and security, including backups and secure access controls.
§2. The Client acknowledges that risks related to internet data transfer and hosting cannot be entirely eliminated.
§3. The Client must retain their own backup copies.
§4. The Client must implement strong passwords for all users.
§5. The Client is responsible for legal compliance regarding personal and sensitive data.
§6. Detailed terms, including applicable fees, are set out in a separate annex to be signed by the Client.
13. Disputes
Any dispute arising from the execution of these terms or the contract shall be governed by Belgian law. The Parties shall attempt to resolve disputes amicably. If unresolved, only the courts in the district of the Company’s registered office shall have jurisdiction.