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GENERAL TERMS AND CONDITIONS FOR IT CONSULTING & SERVICES

1. Identification of the Parties and Scope

These General Terms and Conditions govern the commercial relationship between:

  • The PROVIDER: The entity supplying the IT consulting, software development, system integration, and support services specified in the corresponding proposal, invoice, or service agreement.
  • The CLIENT: Any legal entity, business, or professional (B2B) acquiring the services offered by the PROVIDER.

The PROVIDER and the CLIENT may individually be referred to as a "Party" and collectively as the "Parties". Accepting a commercial proposal, issuing a purchase order, or initiating service delivery implies the CLIENT's unconditional acceptance of these Terms and Conditions.

2. Scope of Services

The PROVIDER delivers IT services formalized through written offers, agreements, or work orders, including:

  • Consultoría e Implementación ERP / TI: Configuración, personalización e integración de sistemas de gestión empresarial (ej. Odoo).
  • Software Development: Creation, adaptation, or extension of custom modules and digital solutions.
  • Support & Maintenance: Technical assistance, system troubleshooting, and cloud or server infrastructure management.
  • Training & Onboarding: Knowledge transfer and user training for the CLIENT’s designated personnel.

Any expansion of the initial project scope (Scope) requires a written Change Request (Change Order) or project addendum explicitly approved by both Parties.

3. Client Obligations and System Integrity

To ensure proper and timely service delivery, the CLIENT agrees to:

  1. Provide all necessary information, credentials, system access, and functional requirements in a timely manner.
  2. Designate qualified personnel for testing, validation, and training sessions.
  3. Code and Database Integrity: The CLIENT shall not directly alter or manipulate the source code or database without prior written authorization from the PROVIDER. Any unauthorized modification voids all warranties for free bug fixes and standard support coverage.

4. Financial Terms, Invoicing, and Payment Default

  1. Taxes and Currency: All stated fees are net of local withholding taxes or cross-border payment fees. Applicable taxes, duties, or bank charges in the CLIENT’s country of residence shall be borne by the CLIENT unless explicitly stated otherwise. Payments shall be made in the currency specified in the commercial proposal (e.g., USD, EUR).
  2. Payment Terms: Invoices will be issued electronically. Payment is due within 14 calendar days from the invoice date, unless special milestone payments are agreed upon in writing.
  3. Suspension for Default: If payment is overdue by more than 14 calendar days, the PROVIDER reserves the right to suspend ongoing services or restrict access to active development/support environments until all outstanding balances are settled.

5. Intellectual Property Rights

  1. Pre-existing Rights: Each Party retains sole ownership of all intellectual property, tools, and frameworks held prior to entering into this agreement.
  2. Open-Source Licenses: Components based on open-source software (e.g., Odoo Community) remain subject to their respective international licenses (e.g., LGPL, GPL).
  3. Custom Developments: Non-exclusive, non-transferable usage rights for custom software developed specifically for the CLIENT are granted upon full payment (100%) of all associated project invoices.

6. Data Protection and Confidentiality

  1. Confidentiality: Both Parties agree to maintain strict confidentiality regarding all technical, financial, operational, and commercial information exchanged during the engagement. This obligation survives contract termination.
  2. Data Privacy Standards: The Parties agree to comply with applicable data protection regulations. When processing personal data on behalf of the CLIENT subject to international privacy frameworks (such as the EU GDPR), both Parties agree to execute a standard Data Processing Addendum (DPA) upon request.

7. Non-Solicitation

The CLIENT agrees not to directly hire, solicit, or engage the services of any employee, contractor, or team member assigned by the PROVIDER during the term of the agreement and for 6 months following its termination, unless agreed upon in writing. In case of a breach, the CLIENT shall indemnify the PROVIDER for reasonable recruitment, replacement, and onboarding costs.

8. Service Level Agreement (SLA) and Exclusions

  1. Incident Prioritization: Technical support requests will be categorized by severity (Critical, High, Medium, Low).
  2. Exclusions: Base support does not cover incidents resulting from third-party infrastructure not managed by the PROVIDER, unauthorized code modifications, user configuration errors, general internet/power outages, or external hardware failures.
  3. Closure due to Inactivity: If a support ticket or inquiry receives no response or validation from the CLIENT for 3 business days, the ticket will be deemed resolved and automatically closed.

9. Limitation of Liability

  1. Except in cases of intentional misconduct or gross negligence, the total aggregate liability of the PROVIDER for any claims arising out of this agreement shall not exceed the total amount paid by the CLIENT in the three (3) months preceding the claim or the total fee of the specific project phase that gave rise to the claim.
  2. Liability for indirect damages, lost profits, loss of business opportunity, or data loss resulting from the CLIENT’s failure to maintain proper system backups is explicitly excluded.

10. Termination and Dispute Resolution

  1. Termination: Either Party may terminate the agreement by giving 30 calendar days written notice. In the event of a material breach not cured within 15 calendar days of written notification, termination may be immediate.
  2. Applicable Law & Dispute Resolution: The Parties agree to resolve any dispute arising from this agreement through direct negotiation in good faith. If no resolution is reached within 30 days, the dispute shall be governed by international commercial practices and the UNIDROIT Principles of International Commercial Contracts, or submitted to neutral international commercial arbitration, unless a specific jurisdiction is mutually agreed upon in the executive contract signed between the Parties.