Terms and Conditions of Sale and Services
1. LEGAL NOTICE AND SERVICE PROVIDER IDENTIFICATION
This contract is entered into between: HORS DU COMMUN, a single-shareholder simplified joint-stock company (Société par Actions Simplifiée Unipersonnelle, SASU) with share capital of €500.00, whose registered office is located at 49 Avenue Rosa Parks, 69009 LYON. Registered with the LYON Trade and Companies Register (RCS) under number 901 148 817. EU VAT number: FR09901148817. This English version is provided for convenience only. In case of any discrepancy, the French version prevails.
Hereinafter referred to as the “Service Provider”.
Contact details: contact@hors-du-commun.fr / 04 28 29 14 84
And: Any natural or legal person acting in a professional capacity who wishes to use the Service Provider’s services. Hereinafter referred to as the “Client”.
2. PURPOSE AND ENFORCEABILITY
These Terms and Conditions of Sale set out the technical, legal and financial conditions under which the Service Provider undertakes to provide its services (Odoo integration, consulting, training, development, etc.).
Precedence: In accordance with Article L.441-1 of the French Commercial Code, these Terms and Conditions are the sole basis for commercial negotiation. They prevail over any other document issued by the Client, in particular over any General Terms and Conditions of Purchase, unless the Service Provider has expressly agreed otherwise in writing.
Acceptance: Signing a quote, accepting a commercial proposal by email, paying an invoice or starting the services constitutes the Client’s full, complete and unreserved acceptance of these Terms and Conditions.
3. PERFORMANCE OF SERVICES
3.1. Nature of Services and Unit of Work
Services are invoiced on the basis of an Average Daily Rate that varies with the type of assignment (consulting, development, training), as specified in the quote. It is expressly agreed that one (1) working day corresponds to seven (7) hours of actual services. Services are provided on a time-and-materials basis (time spent). Time tracking includes meetings, workshops, development, configuration, internal testing and project management. When several team members work at the same time, each person’s time is counted individually.
3.2. Quotes and Estimates
Every project begins with a quote detailing the functional scope and an estimate of the number of days required. The Client acknowledges that, given the complexity of IT projects, this volume is an estimate. Scope adjustments, additional features or unforeseen technical issues encountered during the assignment may lead to a reassessment of the number of days required. The Service Provider will inform the Client of any significant overrun in order to obtain the Client’s approval before continuing.
3.3. Tracking and Transparency
The Client may, upon request, obtain a detailed statement of the time used. By default, this statement is not sent automatically. The balance of days ordered must be paid in full before they are used. The Service Provider cannot be required to advance working days that have not been prepaid.
3.4. Validity of Orders (Prepaid Days)
Service days ordered (day packs or projects) are valid for six (6) months from the date the quote or invoice is signed.
Days not used within this period are forfeited and are not refunded, unless an active maintenance contract allows them to be carried over for twelve (12) months.
Days ordered are allocated to the scope defined in the quote. They may not be reallocated to other projects without the approval of the Service Provider’s management.
3.5. Acceptance Testing and Delivery
Delivery of developments or configurations triggers an acceptance testing phase by the Client. This phase lasts a maximum of thirty (30) calendar days from the date they are made available.
The Client is responsible for mobilizing its teams during this period to identify any malfunctions. After this 30-day period, or as soon as the tool actually goes live, acceptance is deemed granted without reservation. Any later request for corrections will be handled and invoiced under a maintenance contract or as a new service.
3.6. Collaboration and Schedule Management
Meeting the projected schedule depends on the Client’s responsiveness (providing materials, approvals, server access). If the Client remains silent for more than fifteen (15) days and this blocks the project’s progress, the Service Provider will suspend the assignment and the delivery deadlines will lapse. If a formal notice sent by email remains unanswered for a further 15 days (i.e., 30 days of total silence), the Service Provider may administratively close the file and invoice all services performed, together with any costs of reopening the file.
4. SPECIFIC TERMS: MAINTENANCE AND HOSTING
4.1. Warranty Scope and Exclusions
The Service Provider warrants that its deliverables conform to the specifications approved during the acceptance testing phase. However, given the constant evolution of digital ecosystems, the warranty does not cover:
* Malfunctions arising from an update to third-party software (browser, third-party API, OS).
* Issues related to changes to the Odoo “core” or its standard modules after delivery.
* Incompatibilities due to a change in the Client’s computer hardware.
To keep the solution reliable over time as these changes occur, taking out an application maintenance contract is essential.
4.2. Work on Existing Systems (Legacy)
When the Service Provider works on an existing Odoo instance or on an environment configured by a third party (previous integrator, freelancer, in-house team), its obligation is strictly limited to a best-efforts obligation. The Service Provider disclaims all liability for bugs, technical debt or instability inherited from the original system. Any correction of the existing system will be invoiced on a time-spent basis (at the applicable daily rate), with no guarantee of results.
4.3. Hosting-Related Responsibilities
Responsibilities vary depending on the chosen infrastructure:
A. Hosting by Odoo SA (Online / .sh): The Service Provider acts as an integrator. Responsibility for server availability, backups and hardware maintenance lies exclusively with the software publisher, Odoo SA. In the event of an Odoo platform outage, the Service Provider cannot be held liable.
B. Client Hosting (On-Premise / Private VPS): If the instance is hosted on the Client’s servers, the Client alone is responsible for system administration, security, performance and backups. The Service Provider only works on the application layer.
C. Hosting Managed by the Service Provider: If the Service Provider provides the hosting, it undertakes a best-efforts obligation to ensure security and regular backups in line with professional standards. Its financial liability in the event of data loss is expressly capped at the annual amount invoiced for hosting.
4.4. “Loss of Warranty” Clause (Client Intervention)
WARNING: Any technical intervention carried out by the Client or a third party on the tool after delivery (code changes, adding modules or making changes via Odoo Studio, altering views, Python scripts) immediately voids any warranty. The Service Provider disclaims all liability for side effects (regression bugs, crashes) caused by such changes. Any corrective work required as a result of such changes will be invoiced at the applicable daily rate.
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5. COLLABORATION AND CLIENT DATA
5.1. Duty to Seek Information and Prerequisites
The Client acknowledges having reviewed the standard features of the Odoo solution (via public documentation, demos, etc.) before signing the quote. It is the Client’s responsibility to ensure that the tool meets its specific needs. The Service Provider cannot be held liable for a functional mismatch arising from a need that was not stated in writing in the specification.
5.2. Data Quality
If the assignment includes data import, the Client undertakes to provide structured, intact and cleaned files in the formats requested by the Service Provider (standardized CSV/Excel). Processing data files that are unusable, corrupted or that require manual cleaning not provided for in the quote will be invoiced as an extra at the applicable daily rate. The Service Provider disclaims all liability for errors or duplicates resulting from the poor quality of the source data provided by the Client.
5.3. Definition of Business Processes
The Service Provider’s role is to translate management processes into the digital tool from a technical standpoint. Defining the internal organization, business rules, approval workflows and data governance is the sole responsibility of the Client. The Service Provider does not take part in the Client’s managerial reorganization.
6. PERSONAL DATA PROTECTION (GDPR)
6.1. Respective Roles
The parties undertake to comply with the GDPR. The Client, as “Data Controller”, guarantees that the data is collected lawfully. The Service Provider acts strictly as a “Processor”, processing this data only on the Client’s instructions and solely for the purposes of the contract.
6.2. Service Provider’s Obligations
The Service Provider undertakes to:
1. Process personal data only as strictly necessary for the assignment.
2. Guarantee the confidentiality of the data processed.
3. Notify the Client as soon as possible of any data breach (leak, hacking) of which it becomes aware.
6.3. GDPR Liability Limits
The Service Provider cannot act as a substitute for the Client’s Data Protection Officer (DPO). It is the Client’s responsibility to ensure the overall compliance of its information system (record of processing activities, consent collection, privacy policy). The Service Provider cannot be held liable for administrative or judicial penalties resulting from non-compliance attributable to the Client.
7. INTELLECTUAL PROPERTY
7.1. Grant of Usage Rights to the Client
The Service Provider grants the Client a right to use, modify and adapt the custom developments produced (source code, configurations, scripts), worldwide and for the legal term of copyright protection. This right is granted on a non-exclusive basis and solely for the internal needs of the Client’s business. The Client is free to have the solution maintained or further developed by a third party at a later date.
7.2. Retention of Ownership and Reuse (Know-How)
The Service Provider retains full and complete ownership of its know-how and methods, as well as of the generic code libraries, pre-existing modules and reusable software components integrated into the project. The Service Provider expressly reserves the right to reuse, for other clients, portions of code or features developed during the assignment, provided they contain no confidential data or data specific to the Client’s identity (strict anonymization).
7.3. Restrictions (No Resale)
Unless otherwise agreed in a specific written commercial agreement, the Client is strictly prohibited from:
1. Marketing the delivered developments as a stand-alone software product (such as “SaaS” or a paid module) to third parties.
2. Distributing or publishing the source code, free of charge or for a fee (creating a public “fork”).
3. Using the deliverables to create a service that directly competes with the Service Provider’s business.
8. FINANCIAL TERMS
8.1. Rates and Invoicing Terms
Services are invoiced at the rates in effect on the date the quote is signed. Prices are stated in euros, excluding taxes (excl. VAT). VAT is added at the applicable statutory rate.
The Service Provider reserves the right to require payment of a deposit or of the full block of hours when the order is placed, as stated in the quote.
Unless otherwise stated in the quote, invoices are payable upon receipt, with no discount for early payment.
8.2. Time Overruns (Meetings and Sessions)
Working days are counted on a 7-hour basis. However, during meetings, training sessions or travel, if the booked time slot is exceeded because of the Client or because the session was improvised, the Service Provider reserves the right to invoice the overrun. This additional time will be invoiced at €170 excl. VAT per hour or part thereof, per person present on the Service Provider’s side. This additional invoicing applies once the overrun has been flagged and approved (expressly, or tacitly by continuing the discussion) by the Service Provider on site.
8.3. Late Payment and Collection
In accordance with Article L.441-10 of the French Commercial Code, any failure to pay by the due date automatically entails, without prior formal notice:
Late payment penalties: Interest at a rate equal to the European Central Bank (ECB) refinancing rate plus 10 percentage points.
Flat-rate indemnity: Payment of €40 for collection costs (Art. D.441-5). If the actual collection costs are higher, the Service Provider will claim additional compensation upon presentation of supporting documents.
Acceleration: All amounts owed by the Client become immediately due and payable, including amounts not yet due.
The Service Provider reserves the right to suspend all ongoing services until the amounts due have been paid in full.
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9. SUBSCRIPTION CONTRACTS AND RECURRING SERVICES
9.1. Purpose and Cost Spreading
Maintenance, support or monthly ongoing support contracts (“Retainers”) are intended to provide availability and continuous follow-up. The monthly fee is an administrative spreading of the overall annual cost of the project or services. Consequently, the monthly payment is due regardless of the actual workload or the volume of requests used in a given month, unless the contract explicitly provides for hours to be carried over.
9.2. Payment and Automatic Direct Debit (GoCardless)
For recurring services, payment is made by automatic direct debit (via GoCardless or an equivalent solution). The Client undertakes to maintain a valid SEPA direct debit mandate. If a direct debit fails (bank rejection, insufficient funds), the bank and service fees charged to the Service Provider will be re-invoiced in full to the Client, plus a 25% surcharge to cover the administrative handling of the incident.
The Service Provider reserves the right to revise its annual maintenance/subscription rates on each contract anniversary date, up to a maximum increase of 5% or in line with the Syntec index (French index for engineering and IT services), provided the Client is informed 3 months in advance.
9.3. Term and Commitment
Unless otherwise stated in the quote, subscription contracts are entered into for an initial term of twelve (12) months. They renew automatically for successive periods of the same length, unless terminated by either party.
9.4. Termination and Notice
Either party may terminate the contract at the end of the current period (anniversary date) by giving two (2) months’ notice by registered letter with acknowledgment of receipt.
9.5. Early Termination and Penalty Clause
The Client remains free to terminate the contract before its end date, provided it compensates the Service Provider. In the event of unilateral termination by the Client before the end of the commitment period (except in the case of a proven serious breach by the Service Provider), or in the event of unjustified suspension of payments, all remaining monthly installments until the end of the commitment period become immediately due. If the two-month notice period has not been observed, compensation equal to two (2) months of subscription will be added to the balance due.
9.6. Specific Terms for Monthly Sales Coaching
Under certain subscription contracts, the Service Provider offers monthly sales coaching that includes a defined number of coaching, consulting or strategy sessions, as well as access to a direct communication channel with the Service Provider.
Sales coaching sessions are strictly tied to the relevant subscription month. They must be booked and held during the current month. If they are not booked or actually held, unused sessions are permanently forfeited and cannot be carried over, accumulated or refunded.
Each subscription month that has started is due in full. No proration will be applied, regardless of the start, interruption or termination date. A coaching month is an indivisible unit.
Sales coaching also gives the Client the option of communicating with the Service Provider through a direct messaging channel (notably WhatsApp). This access allows the Client to ask questions, share background information or request occasional feedback directly related to the ongoing coaching. It is expressly agreed that this channel is neither a real-time support service, nor an on-call service, nor a commitment to respond immediately. The Service Provider does not undertake to respond within any given time frame, nor to handle an excessive, disorganized or out-of-scope volume of messages. Exchanges must remain consistent, reasonable and directly related to the objectives of the sales coaching.
IMPORTANT: Any request to terminate the sales coaching must be notified in writing with at least thirty (30) days’ notice before the desired end date. If this notice is not given, the following month remains due in full.
A sales coaching subscription cannot be interrupted. No early termination by the Client can be accepted and directly related to the objectives of the sales coaching.
10. COMMERCIAL REFERENCES AND IMAGE RIGHTS
10.1. Authorization to Use as a Reference
The Client expressly authorizes the Service Provider to cite its company name, reproduce its logo and present anonymized screenshots of the completed projects in its communication materials (website, portfolio, social media, sales brochures), as a professional reference.
10.2. Pricing Condition
The Service Provider’s rates are set taking into account this right to cite the Client as a reference, which contributes to its reputation. The Client may object to being cited by simple written notice (email or a clause in the quote). In this case, the Client acknowledges that the service will no longer benefit from the standard “with reference” pricing and may be subject to a 10% price increase, corresponding to the Service Provider’s loss of commercial visibility.
11. NON-SOLICITATION OF STAFF
The Client expressly undertakes not to solicit, hire or engage, directly or indirectly, any member of the Service Provider’s team (employee, contracted freelancer, subcontractor) who took part in performing the contract. This prohibition applies throughout the assignment and for a period of twenty-four (24) months after it ends. In the event of a breach of this clause, the Client will owe an immediate lump-sum indemnity equal to twelve (12) months of the last gross salary or monthly billing of the person concerned, as a penalty clause for the disruption of the Service Provider’s teams.
12. SECURITY, EMAIL AND BACKUPS
12.1. Client Environment
The Client is solely responsible for the security of its own IT environment (workstations, local networks, internet access). It is the Client’s responsibility to use secure tools to transmit sensitive data (passwords), such as password managers (e.g., Dashlane, Bitwarden).
IMPORTANT: Any transmission of login credentials by the Client through unsecured channels (unencrypted email, SMS) is entirely at the Client’s own risk.
12.2. Backups
Unless the Service Provider has been specifically engaged for a maintenance service that includes off-site backups, the Client remains solely responsible for backing up its data. The Service Provider cannot be held liable for any data loss resulting from a failure of the Client’s systems or from mishandling.
13. ORGANIZATION AND SERVICE LIMITS
13.1. Scheduling
To ensure service quality, the Client undertakes to request working meetings at least fifteen (15) days in advance. The Service Provider does not guarantee its availability for requests made at shorter notice.
13.2. Maximum Capacity (Workload Balancing)
As the Service Provider manages several projects in parallel, it is expressly agreed that its capacity for any single Client is capped at ten (10) hours per week (meetings and production included), unless specifically agreed for planned “sprint” or go-live phases. Beyond this weekly volume, the Service Provider reserves the right to postpone the excess services to the following week, without this being considered a delay.
13.3. Post-Delivery Communication
After final delivery, the Service Provider provides a thirty (30) day follow-up period to answer occasional usage questions. After this period, any request for assistance, training or corrections will be treated as a new service invoiced on a time-spent basis, unless a dedicated support contract has been taken out.
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14. TERMINATION AND RESOLUTORY CLAUSE
14.1. Termination for Cause
The Service Provider reserves the right to terminate the contract unilaterally and without notice in the event of a serious breach by the Client of its obligations, in particular: total or partial non-payment, bad-faith conduct, disrespectful remarks or undue pressure directed at the Service Provider’s teams, or damage to the Service Provider’s reputation.
In this case, the contract will be automatically terminated as soon as notice is sent by email or registered letter. Sums already paid will be retained by the Service Provider, and all sums due for work undertaken or for the remaining commitment period will become immediately due.
14.2. No Termination by the Client (Firm Order)
In accordance with Articles 1102 and 1103 of the French Civil Code, signing the quote or paying a deposit constitutes a firm and final commitment. The Client has no right of withdrawal. If the Client cancels the order during the project (except in the case of proven fault by the Service Provider), the full amount of the quote remains due as a cancellation indemnity.
15. MISCELLANEOUS PROVISIONS
15.1. Evidence and Electronic Signature
The parties agree that email exchanges and electronic signatures (via Odoo Sign, Zoho Sign, DocuSign or equivalent) have the evidential value of written proof and bind the parties in the same way as a handwritten signature on paper, in accordance with Article 1366 of the French Civil Code.
15.2. Non-Disparagement
Throughout the term of the contract and after it ends, the Client shall refrain from any statement, publication or action likely to damage the Service Provider’s image, reputation or brand, on any medium whatsoever (including Google reviews, social media, forums). Any breach of this clause will give rise to compensation for the damage suffered.
15.3. Overall Liability Cap (Reminder)
As a reminder, the Service Provider’s total financial liability, for all losses arising during the performance of the contract, is capped at the total amount, excluding taxes, collected by the Service Provider from the Client over the last six (6) months.
16. GOVERNING LAW AND JURISDICTION
This contract is governed by French law. In the event of a dispute, the parties undertake to seek an amicable solution before taking any legal action. This prior conciliation procedure is mandatory and begins with sending a registered letter with acknowledgment of receipt. Failure to comply with this clause will make any legal claim inadmissible.
If no agreement is reached within thirty (30) days, the dispute will be submitted to the exclusive jurisdiction of the TRIBUNAL DE COMMERCE DE LYON (Lyon Commercial Court), regardless of the place of performance or the defendant’s domicile.
Acceptance of the quote, payment of an invoice or the start of the services implies the Client’s full, complete and unreserved acceptance of these Terms and Conditions, which the Client declares it has read, understood and accepted. These Terms and Conditions prevail over any other document, in particular over any general terms and conditions of purchase of the Client.
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