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TERMS AND CONDITIONS OF SALE


  1. Payment Terms
    The client agrees to pay the price to BPConsulting based on the above stated Payments Terms
  2. Confidentiality
    BPConsulting shall not disclose to any third party any details regarding the client's business, including, without limitation any information regarding any of the client's information, business plans, or price points (the Confidential Information), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the client's directors, or (iii) use Confidential Information other than solely for the benefit of the client.
  3. No-Poach Agreement
    During the term of this Agreement and for a period of one (1) year a er the expiration or termination of this Agreement for any reason, both Parties agree that it shall not induce or attempt to induce any employee or former employee (if earlier than one year a er employment contract termination) of the other party to employ or hire such employee or former employee and conduct in any business or capacity with him/her.
    If any party violates this no-poach agreement, the party is required to pay the other party a compensation of one year salary of the respective employee.
  4. Intellectual Property Rights and Ownership
    Development (including and not limited to Source Code, Documentation and Application Package) paid by the client as long as work is under the open source standard of the Odoo Community, all source code (including Odoo Community, Enterprise and custom modules from BPConsulting) will be accessible to Client.
    BPConsulting warrants that any implementation and/or work result is not a violation of the intellectual property rights of other third parties, and BPConsulting frees and discharges the client for any adverse impacts, including but not limited to claims, damages, penalties, fees, imposed on the client due to a violation committed by BPConsulting.
    The parties agree that the provisions of this article shall remain in force even if this agreement terminates or expires accordingly.
  5. Guarantee
    During the use of the Odoo so ware, bugs in the core program are handled by the Odoo enterprise. No warranty is provided by BPConsulting in connection with any bugs in the core program handled by Odoo, other than as reasonably responsible for the professionalism of BPConsulting. In that sense, BPConsulting will liaise with Odoo in case of a bug in the core system, and report progress on the fixes to the client's Project Manager.
  6. Indemnification
    The Client understands that, since BPConsulting is an independent contractor, any personal injury or property damage su ered by BPConsulting's team members in the course of carrying out any duties under this agreement will be BPConsulting's sole responsibility. No worker's compensation insurance shall be obtained by the client concerning BPConsulting or any of BPConsulting's employees.
  7. Termination
    Each Party agrees that the client may unilaterally terminate this contract at any time before the term of the job completion, with notice to BPConsulting no later than 14 (fourteen) working days prior to the date of such termination.
    In case of termination of the Contract by any cause as set forth in the provisions of this contract, the client shall pay the amount of the value of the fees for the execution of the works already performed by BPConsulting. This fees shall be calculated through the valuation of the timesheets approved by the client's project manager.
    BPConsulting has the right to terminate the service if client's payment has been due for thirty (30) natural days without any reasonable explanation.
  8. Force Majeure
    Neither client nor BPConsulting shall be liable for failure of, or delay in performing obligations set forth in this agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of the client or BPConsulting.
  9. Modification
    No modification of this agreement shall be valid unless in writing and agreed upon by both parties.