TERMS & CONDITIONS — LOUIS DRESSE SRL
Effective date: 28 January 2026
These Terms & Conditions (“Terms”) govern all offers, statements of work, order forms, subscriptions, licences, deliveries, services and products supplied by Louis Dresse SRL, a private limited liability company (société à responsabilité limitée / besloten vennootschap) organised under Belgian law, with registered office in Belgium, operating under the commercial name Dasolo (the “Provider”), to any professional customer acting for purposes relating to its trade, business, craft or profession (“Customer”, “you”, “your”).
1) Definitions
1.1 Deliverables: any outputs produced for Customer (configurations, scripts, connectors, portals, documentation, designs, reports, specifications, training materials, etc.).
1.2 Software/Tools: any software, portal, connector, module, integration, middleware, templates, components, utilities or other tools provided by the Provider, including updates.
1.3 Services: consulting, analysis, implementation, configuration, development, integration, support, maintenance, hosting, training, or other services.
1.4 Order: any order form, quote, offer acceptance, statement of work (SOW), purchase order, or other written confirmation (including by email or e-signature).
1.5 Third-Party Services: products/services not provided by the Provider (including Odoo, cloud hosting, payment providers, SMS/email providers, API providers, app stores, open-source components).
2) Scope and acceptance
2.1 By placing an Order or accepting a quote/SOW, you accept these Terms.
2.2 If a written SOW/order form conflicts with these Terms, the following order of precedence applies: (1) SOW/Order; (2) these Terms; (3) any annexes referenced.
2.3 Any Customer terms (purchase terms, supplier portals, general conditions) are expressly rejected and will not apply, even if referenced in an Order, unless the Provider explicitly accepts them in writing.
2.4 The Provider may update these Terms from time to time for future Orders/subscriptions. Updated Terms apply from publication/communication, but do not retroactively change already paid, fixed, non-renewing Orders.
3) Offers, pricing, and formation of contract
3.1 Quotes/offers are valid for 15 calendar days unless stated otherwise.
3.2 A contract is formed only when the Provider confirms the Order in writing (including email) or starts performance.
3.3 Unless stated otherwise, prices are exclusive of VAT, withholding taxes, bank fees, currency conversion, and any governmental charges.
3.4 If any withholding tax applies, the Customer shall gross up payments so that the Provider receives the full invoiced amount net of deductions.
4) Delivery model: obligation of means, not of result
4.1 Unless the Provider explicitly commits in a signed SOW to a measurable result with acceptance criteria, the Provider’s obligations are obligations of means (“best efforts”), not obligations of result.
4.2 Any timelines, estimates, or project plans are indicative only unless expressly stated as binding in a signed SOW.
4.3 The Customer acknowledges that software/integration work depends on Third-Party Services, data quality, access, and internal decisions; therefore, perfect outcomes and uninterrupted operation cannot be guaranteed.
5) Customer responsibilities
The Customer shall, at its own cost and risk:
5.1 Provide timely access to people, systems, documentation, credentials, environments, and decision-makers.
5.2 Ensure the accuracy, legality, and quality of all data provided (including personal data).
5.3 Maintain appropriate backups of systems and data unless a written SOW states the Provider provides backups.
5.4 Validate Deliverables, configurations, and outputs promptly and provide consolidated feedback.
5.5 Ensure compatibility and compliance of infrastructure, networks, devices, security policies, and Third-Party Services.
5.6 Obtain and maintain all licences/subscriptions needed for Third-Party Services (including Odoo licences) and comply with their terms.
5.7 Use Software/Tools only for lawful purposes and not in high-risk environments (Section 17).
6) Change requests and scope control
6.1 Any work not expressly included in the SOW/Order is out of scope.
6.2 Changes requested by Customer (including additional features, revisions, new connectors, changes due to Third-Party API updates, rework caused by incomplete/incorrect inputs) will be billed at the Provider’s then-current rates or under an agreed change order.
6.3 The Provider may suspend work until a change order is agreed and any required prepayment is received.
7) Acceptance and deemed acceptance
7.1 Unless the SOW states a different procedure, Deliverables are deemed accepted on the earliest of: (a) written acceptance; (b) production use; or (c) 10 business days after delivery if the Customer has not provided a detailed written rejection listing material non-conformities.
7.2 Minor defects that do not materially prevent use do not justify rejection and do not suspend payment.
7.3 If the Customer rejects, it must provide reproducible details; the Provider will use reasonable efforts to correct material non-conformities within a reasonable time.
8) Fees, invoicing, and payment
8.1 Unless otherwise stated:
- one-off Services/Deliverables: invoiced upon milestones or monthly for time & materials;
- subscriptions/licences/hosting: invoiced in advance per period;
- expenses (travel, lodging, third-party costs): invoiced at cost + reasonable handling where applicable.
8.2 Payment term is 15 calendar days from invoice date unless otherwise stated in writing.
8.3 Late payment: amounts unpaid on the due date automatically accrue late-payment interest and recovery compensation as permitted by applicable law, including (where applicable) a fixed recovery amount of EUR 40 plus reasonable additional recovery costs.
8.4 If the Customer disputes an invoice, it must notify the Provider in writing within 7 calendar days of invoice date, specifying the disputed part and reasons. Undisputed parts remain payable on time.
8.5 The Provider may require advance payment, deposits, or payment guarantees at any time if credit risk arises.
9) Suspension
9.1 The Provider may immediately suspend Services/hosting/access (in whole or part) without liability if: (a) any undisputed invoice is overdue; (b) the Customer materially breaches these Terms; (c) the Customer’s use threatens security, legality, or service stability; or (d) required cooperation/access is not provided.
9.2 Suspension does not waive the right to payment and does not extend deadlines.
9.3 The Provider is not liable for any damages caused by suspension permitted under this Section.
10) Intellectual property
10.1 Pre-existing materials: All IP rights in the Provider’s Software/Tools, libraries, templates, know-how, methodologies, generic components, and any pre-existing materials remain exclusively with the Provider (or its licensors).
10.2 Deliverables: Unless a signed SOW explicitly transfers IP, Deliverables are provided under a licence, not a sale or assignment.
10.3 Licence grant: Subject to full payment, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use Deliverables and Software/Tools solely for the Customer’s internal business purposes during the applicable term.
10.4 Restrictions: The Customer shall not (and shall not allow others to) reverse engineer, decompile, disassemble, copy beyond what is necessary for use, remove notices, sell, rent, sublicense, distribute, make available as a service bureau, or create derivative works except as expressly permitted by mandatory law or written permission.
10.5 Feedback: Any feedback/suggestions provided by the Customer may be used by the Provider freely without compensation or restriction.
10.6 Customer materials: The Customer grants the Provider a worldwide, royalty-free licence to use Customer data/materials solely to perform the Services.
11) Open-source and third-party components
11.1 Software/Tools and Deliverables may include open-source or third-party components subject to their own licences. Those licences govern such components.
11.2 The Provider does not warrant continued availability of Third-Party Services or that Third-Party APIs will not change. Any resulting adaptations are billable unless included in a paid maintenance plan.
12) Odoo-specific disclaimer
12.1 The Provider may be an Odoo partner/integrator; however the Provider is independent from Odoo S.A.
12.2 Odoo services, hosting, subscriptions, enterprise licences, and Odoo’s own warranties/commitments (if any) are provided solely by Odoo or the relevant third party.
12.3 The Customer is responsible for procuring and maintaining appropriate Odoo licences/subscriptions and complying with Odoo terms.
13) Confidentiality
13.1 Each party shall keep confidential any non-public information received from the other party (“Confidential Information”) and use it only to perform the contract.
13.2 Confidentiality does not apply to information that is public, independently developed without use of Confidential Information, lawfully received from a third party, or required to be disclosed by law/court order (with notice where permitted).
13.3 Confidentiality obligations survive for 5 years after termination, and indefinitely for trade secrets.
14) Data protection (GDPR)
14.1 Each party shall comply with applicable data protection laws, including GDPR.
14.2 Unless otherwise stated, the Customer is the controller and the Provider is the processor for personal data processed on the Customer’s behalf.
14.3 The Customer warrants that it has a lawful basis to provide personal data and to instruct processing.
14.4 The Provider will: (a) process personal data only on documented instructions; (b) ensure personnel confidentiality; (c) implement appropriate technical and organisational measures (risk-based); (d) use sub-processors where necessary and remain responsible for them to the extent required by law; (e) notify the Customer without undue delay after becoming aware of a personal data breach relating to processing under the contract; (f) assist the Customer (at the Customer’s cost, where permitted) with data subject requests and DPIAs to the extent reasonably required.
14.5 At end of Services, the Provider will delete or return personal data within a reasonable time, unless retention is required by law or needed for legitimate purposes such as claims defence.
14.6 Where a more detailed DPA is required, the parties agree that these clauses form a binding minimum until a separate DPA is signed; the stricter compliant terms apply.
15) Security and access
15.1 The Customer must keep credentials secure, enforce strong authentication, and ensure only authorised users access the Software/Tools.
15.2 The Customer is responsible for activity performed through its accounts.
15.3 The Provider may implement reasonable security measures (rate limiting, IP blocks, access revocation) to protect systems and data.
16) Warranties and disclaimers
16.1 Services are provided with reasonable care and skill consistent with industry standards and the agreed scope.
16.2 Except as expressly stated in a signed SOW, Software/Tools and Deliverables are provided “AS IS” and “AS AVAILABLE”.
16.3 The Provider does not warrant that Software/Tools will be uninterrupted, error-free, fully secure, or compatible with all environments; nor that defects will be corrected within a particular time.
16.4 The Customer acknowledges that no software is completely free of vulnerabilities; the Customer remains responsible for appropriate security controls, backups, and business continuity.
17) Prohibited / high-risk use
17.1 The Customer shall not use Software/Tools for life-critical medical systems, emergency services, nuclear facilities, aviation navigation/control, weapons systems, or any environment where failure could cause death, personal injury, or severe physical/environmental damage.
17.2 If the Customer uses Software/Tools for high-risk purposes anyway, it does so at its sole risk and shall indemnify the Provider (Section 19).
18) Limitation of liability
18.1 Cap: To the maximum extent permitted by applicable law, the Provider’s total aggregate liability arising out of or relating to the contract (in contract, tort, extra-contractual liability, strict liability or otherwise) shall not exceed the total fees actually paid by the Customer to the Provider during the 12 months preceding the event giving rise to liability.
18.2 Excluded damages: To the maximum extent permitted by law, the Provider shall not be liable for indirect, consequential, special, punitive or exemplary damages, or for loss of profit, revenue, savings, goodwill, business opportunity, reputational harm, or for data loss/corruption, even if advised of the possibility.
18.3 Customer mitigations: Liability is reduced to the extent damages are caused or aggravated by the Customer’s breach, delay, incorrect information, security failures, or Third-Party Services.
18.4 Time bar: Any claim must be brought within 12 months after the claimant became aware or should reasonably have become aware of the event, otherwise it is time-barred to the maximum extent permitted.
18.5 Mandatory law carve-out: Nothing in these Terms excludes or limits liability to the extent prohibited by mandatory law, including liability for fraud, wilful misconduct, and (where exclusion is prohibited) gross negligence or non-performance of essential obligations.
19) Indemnities
19.1 The Customer shall defend, indemnify and hold harmless the Provider (including directors, employees, subcontractors) from any claims, fines, losses, damages, and expenses (including reasonable legal fees) arising from or related to: (a) Customer data/content (including IP infringement, illegality, GDPR issues); (b) the Customer’s instructions, configurations, or misuse; (c) the Customer’s breach of these Terms or applicable law; (d) use of Third-Party Services procured by the Customer; (e) any claim by the Customer’s end users or clients.
19.2 The Provider will promptly notify the Customer of an indemnified claim and reasonably cooperate at the Customer’s cost.
20) Force majeure
20.1 Neither party is liable for failure/delay due to events beyond reasonable control, including internet/service outages, cloud/provider failures, DDoS, cyber incidents not caused by the other party, strikes, war, terrorism, governmental acts, supply chain disruption, pandemics, fire, flood.
20.2 If force majeure lasts more than 60 days, either party may terminate the affected SOW by written notice; fees for work performed remain due.
21) Subcontractors and personnel
21.1 The Provider may use subcontractors/affiliates to perform Services and remains responsible for them as required by law.
21.2 Unless expressly agreed, no individual is assigned by name; personnel may change.
21.3 The Customer shall not directly solicit or hire the Provider’s personnel/subcontractors involved in the project during the contract and for 12 months after, unless the Provider consents. If breached, the Customer shall pay EUR 50,000 as liquidated damages, which the parties agree is a reasonable estimate for disruption and replacement costs.
22) Term, termination, and consequences
22.1 Term: The contract runs for the period stated in the Order/SOW. Subscriptions renew automatically for the same period unless either party gives 30 days written notice before renewal.
22.2 Termination for cause: Either party may terminate immediately by written notice if the other party commits a material breach not cured within 15 days after notice (or immediately if not curable). Non-payment is material.
22.3 Termination for convenience (Customer): If the Customer terminates a fixed-term or committed SOW without cause, the Customer remains liable for: (a) all fees for work performed; plus (b) all committed/remaining fees for the minimum term; plus (c) non-cancellable third-party costs.
22.4 Effect: Upon termination, licences stop unless fully paid and the SOW allows continued use; the Customer must stop using Software/Tools if fees remain unpaid or if the licence is revoked.
22.5 Survival: Sections intended to survive survive, including IP, confidentiality, payment, liability limits, indemnities, dispute resolution.
23) Hosting / SaaS (if applicable)
23.1 The Provider may perform maintenance that may cause downtime; it will use reasonable efforts to schedule it off-peak where feasible.
23.2 The Provider may implement fair-use limits (requests, storage, bandwidth) to protect service stability. Excess usage may be throttled or billed.
23.3 The Customer is responsible for its connectivity, devices, and browsers.
23.4 The Provider does not guarantee any specific uptime unless a signed SLA states otherwise.
24) Publicity
Unless the Customer objects in writing, the Provider may list the Customer’s name and logo as a client reference (website, proposals). Confidential information is never disclosed under this clause.
25) Compliance, export, and sanctions
25.1 The Customer shall comply with all applicable laws (including anti-corruption, sanctions, export controls).
25.2 The Provider may refuse or suspend performance if required to comply with applicable law or sanctions.
26) Notices and electronic communications
26.1 Notices may be sent by email and are deemed received on the next business day after sending, unless a bounce/failed delivery is received.
26.2 The Customer consents to electronic contracting and record-keeping.
27) Severability and interpretation
27.1 If any provision is invalid/unenforceable, it will be replaced by a valid provision closest to the original intent, and the remainder remains in force.
27.2 Headings are for convenience only.
27.3 Any ambiguity shall not be construed against the Provider solely because the Provider drafted these Terms.
28) Entire agreement; no reliance
28.1 These Terms and the applicable SOW/Order form the entire agreement and supersede prior discussions.
28.2 The Customer confirms it has not relied on any statement not expressly included in the signed SOW/Order, including marketing statements, demos, or informal estimates.
29) Assignment
29.1 The Customer may not assign or transfer the contract without the Provider’s prior written consent.
29.2 The Provider may assign the contract to an affiliate or successor (e.g., merger, asset transfer).
30) Governing law and jurisdiction
30.1 The contract is governed by Belgian law, excluding conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG) to the extent applicable.
30.2 Any dispute shall fall under the exclusive jurisdiction of the competent courts of Brussels, Belgium, unless the Provider chooses to bring proceedings in the Customer’s jurisdiction for debt collection.