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GENERAL TERMS AND CONDITIONS


  1. General Terms and Conditions - Quattro Consulting GmbH – Odoo Projects

  3. §1 Scope of Application
  4. (1) These General Terms and Conditions (“GTC”) apply to all offers, contracts, deliveries, and services of Quattro Consulting GmbH (“Quattro”) to entrepreneurs as defined in § 14 BGB.
  5. (2) These GTC apply exclusively. Conflicting or deviating conditions of the client do not apply unless Quattro expressly agrees to their validity in text form.
  6. (3) These GTC also apply to future business relationships.
  7. (4) The assignment of claims by the client requires the prior consent of Quattro.
  8. (5) German law applies, excluding the UN Sales Convention (CISG).

  10. §2 Subject Matter of the Contract and Types of Services
  11. (1) The specific scope of services is exclusively derived from the respective offer including attachments.
  12. (2) Quattro provides services in the form of:
  13. a) Services
  14. b) Work services (only by explicit agreement)
  15. (3) Work services are only owed if they are explicitly designated as such. In case of doubt, they are considered services.
  16. (4) Services are provided according to the generally accepted state of technology. A specific economic or technical success is not owed.
  17. (5) Projects are conducted – unless otherwise agreed – according to agile methodology.
  18. (6) In agile projects, Quattro owes services in iterations (sprints), but not a specific overall success.
  19. (7) Effort estimates are non-binding.

  21. §3 Odoo Software and Third-Party Services
  22. (1) The subject of Quattro's services is particularly the implementation, customization, and support of the Odoo software.
  23. (2) Quattro is not the manufacturer of the software. The provision of the Odoo software is carried out by the respective licensor.
  24. (3) License agreements for Odoo (especially enterprise versions) are concluded exclusively between the client and the respective provider.
  25. (4) Quattro does not owe:
  26. • the availability of the Odoo software,
  27. • the error-free operation of the Odoo core,
  28. • or certain functions outside of individually agreed services.
  29. (5) Quattro assumes no liability for services and availability of third parties (e.g. hosting, APIs, payment providers).

  31. §4 Conclusion of Contract
  32. (1) Offers are non-binding and subject to change.
  33. (2) A contract is concluded by:
  34. • order confirmation in text form,
  35. • mutual signature or
  36. • commencement of services.
  37. (3) Quattro is entitled to use subcontractors.

  39. §5 Obligations to Cooperate
  40. (1) The client provides all necessary information, data, and access in a timely manner.
  41. (2) The client designates a decision-making contact person.
  42. (3) Delays due to lack of cooperation result in an appropriate extension of deadlines.
  43. (4) Additional expenses will be compensated separately.
  44. (5) Quattro is entitled to suspend services in case of lack of cooperation.
  45. (6) The client is responsible for data backup.
  46. (7) In case of lack of cooperation for more than 30 days, Quattro is entitled to extraordinary termination.

  48. §6 Work Services and Acceptance
  49. (1) Work services require acceptance.
  50. (2) Quattro indicates readiness for acceptance.
  51. (3) Acceptance is considered to have occurred if:
  52. • no substantial defects are reported within at least 14 days or
  53. • the service is used productively.
  54. (4) Insignificant defects do not justify refusal of acceptance.
  55. (5) In agile projects, partial acceptances occur per sprint.

  57. §7 Services
  58. (1) Services include, in particular, consulting, support, and training.
  59. (2) A specific success is not guaranteed.
  60. (3) Compensation is based on effort, unless otherwise agreed.

  62. §8 Change Requests
  63. (1) Changes require agreement in text form.
  64. (2) Quattro examines the impact on effort and deadlines.
  65. (3) No implementation will occur without commissioning.

  67. §9 Deadlines
  68. (1) Deadlines are only binding if explicitly confirmed.
  69. (2) Delays due to force majeure or lack of cooperation extend deadlines appropriately.

  71. §10 Compensation
  72. (1) Invoices are due within 10 business days.
  73. (2) Partial payments are permitted.
  74. (3) In case of payment default, Quattro may suspend services.
  75. (4) Set-off is only permitted with undisputed claims.

  77. §11 Warranty
  78. (1) The statutory warranty applies to work services with the following limitations.
  79. (2) Quattro will initially provide subsequent performance.
  80. (3) Warranty claims expire after 12 months, unless legally permissible.
  81. (4) No warranty exists particularly in cases of:
  82. • Third-party software issues • improper use
  83. • Changes by the client

  85. §12 Liability
  86. (1) Unlimited liability exists in cases of intent, gross negligence, and personal injury.
  87. (2) In cases of simple negligence, Quattro is only liable for violations of essential contractual obligations and limited to foreseeable damages.
  88. (3) Liability is limited per damage case to:
  89. • 100 % of the contract value or
  90. • a maximum of 250,000 EUR
  91. (4) Total liability per year is limited to 500,000 EUR.
  92. (5) Liability for lost profits exists only within the framework of mandatory legal provisions.

  94. §13 Usage Rights
  95. (1) Quattro grants the client a simple, non-exclusive right to use the individually created work results.
  96. (2) Quattro remains entitled to reuse developed components, modules, and know-how.
  97. (3) Open-source components are subject to their respective license conditions.

  99. §14 Updates and Maintenance
  100. (1) There is no entitlement to adaptation to new Odoo versions.
  101. (2) Updates, migrations, and maintenance are to be agreed upon separately.

  103. §15 Data Processing
  104. (1) The client is the data controller in the sense of the GDPR.
  105. (2) Processing of personal data occurs exclusively on the basis of a data processing agreement.

  107. §16 Confidentiality
  108. (1) Both parties commit to keeping confidential information secret.
  109. (2) The obligation applies for five years after the end of the contract.

  111. §17 Reference Naming
  112. (1) Quattro may only name the client as a reference with prior consent.

​§18 Data Release and Deletion

  1. (1) At the end of the contract, data release will occur upon request.
  2. (2) Additional effort will be compensated.
  3. (3) Data may be deleted after 30 days.

  5. §19 Jurisdiction
  6. The jurisdiction is – as far as permissible – the location of Quattro, Hanover.

  8. §20 Final Provisions
    Should individual provisions be ineffective, the contract shall remain effective in other respects.