1. Recitals
WHEREAS, BINHEX is in the business of hosting Odoo Software (the “Software”), on its Cloud Hosting platforms (on its server cluster infrastructure) or on its own facilities (Self-Hosting); and WHEREAS, BINHEX desires to provide its services to the CLIENT under the terms and conditions set forth in this Agreement; and WHEREAS, the CLIENT desires to receive the services from BINHEX under the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the foregoing, exchange of mutual agreement, benefit, and obligations, recognized in this Agreement.
2. Subject matter of the agreement
Provision of services of analysis, consultancy, training and development for the implementation of the open source software Odoo ERP and CRM Enterprise and Community editions through two modalities: Hours Pack and Deliverables by Binhex in the terms and conditions indicated below.
3. Contracting modalities
For more detailed information about the work methodology, please click the following link.
There are two ways to do the implementation process:
1.Hours Pack
This work modality for the implementation services can be carried out through a range of time determined by the following types:
Pack of 25hs: Projects that include all applications except Inventory, Accounting and Manufacturing.
Pack of 50hs: Projects that include all applications including Inventory, Accounting and Manufacturing.
Pack of 100hs: Projects that include all applications including Inventory, Accounting and Manufacturing and customizations.
Pack of 200hs: Projects that include all the applications including Inventory, Accounting and Manufacturing, customizations and development of new functionalities.
Desarrollo de nuevas funcionalidades.
2. Deliverables
A consultant specialized in Odoo will analyze the project before starting it, to determine the feasibility of the work and its costs. This service is called "Process Audit" and must be quoted before starting. The consultant will analyze all the areas of the company, getting to know all the people responsible for them and will generate a document where an action plan will be proposed to define the execution processes for each of the detected needs. Delivery times and budget will be agreed for each deliverable..
3.- Kit Digital Agreement
The development will be carried out in accordance with the guidelines of the Kit Digital agreements, and clients must comply with the following commitments.
4. Classification of services
They are defined according to the following categories:
1. Analysis
Functional and organic analysis inherent to development projects and other jobs with a qualified profile.
2. Consulting
Execution of certain jobs of highly specialized and/or qualified profiles, training, advanced analysis, project management and direction, etc.
3. Development
Custom development, creation of new functionalities, installation of new modules or applications. Training on the functionalities installed to the corresponding personnel.
A guarantee period of 90 calendar days is established, from the date of the start of production of the new functionalities developed in the client's instance. If the Client does not notify Binhex of the existence of a malfunction of the new application or development during the referred period, it will be considered that he is satisfied in all aspects with the operation of the Addon, module or application developed, renouncing, from then on, to any claim based on the exposed guarantee.
This guarantee will be valid as long as the Client makes use of the Addon, module or application developed in accordance with the technical specifications made by the Binhex work team.
5. Conditions of the services
No soliciting or hiring
Except where the other party provides prior written consent, each party, its affiliates, and representatives agree not to solicit or offer employment to any employee of the other party who is involved in the performance or use of the Services under this Agreement, during its term and for a period of twelve (12) months following the termination or expiration of this Agreement.
In the event of any breach of the conditions set forth in this section resulting in the hiring of such employee for that purpose, the breaching party agrees to pay the other party the amount of EUR 300,000.00 (THREE HUNDRED THOUSAND EUROS).Publicity
Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.4. Confidencialidad
"Confidential Information" means any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular, any information relating to the business, affairs, products, developments, trade secrets, know-how, personnel, customers, and suppliers of either party shall be considered confidential. With respect to all Confidential Information received during the Term of this Agreement, the Receiving Party shall exercise the same degree of care it uses to protect the confidentiality of its own similar Confidential Information, but in no event less than reasonable care. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law, provided that the Receiving Party gives prior notice of the compelled disclosure to the Disclosing Party, to the extent legally permitted.5. Protección de datos
“Personal Data”, “Controller”, and “Processing” shall have the same meanings as set out in Regulation (EU) 2016/679 and Directive 2002/58/EC, and any regulations or legislation that amend or replace them (hereinafter, the “Data Protection Legislation”).
Processing of personal data
The parties acknowledge that the Client’s database may contain Personal Data, for which the Client acts as the Data Controller.
Such data shall be processed by Binhex Systems Solutions S.L. when instructed by the Client through the use of any Services requiring a database (for example, Cloud Hosting Services or Database Update Services), or if the Client transfers its database or part thereof to Binhex Systems Solutions S.L. for any reason related to this Agreement.
Such processing shall be carried out in compliance with the Data Protection Legislation. In particular, Binhex Systems Solutions S.L. undertakes to:
(a) process Personal Data only in accordance with the Client’s instructions and solely for the purpose of performing the Services under this Agreement, unless otherwise required by law, in which case Binhex Systems Solutions S.L. shall inform the Client in advance unless prohibited by law;
(b) ensure that all persons authorized by Binhex Systems Solutions S.L. to process Personal Data have committed to confidentiality;
(d) promptly forward to the Client any Data Protection request submitted to Binhex Systems Solutions S.L. in relation to the Client’s database;
(e) promptly notify the Client of any accidental, unauthorized, or unlawful processing, disclosure, or access to Personal Data;
(f) inform the Client if, in the opinion of Binhex Systems Solutions S.L., the Client’s processing instructions infringe the applicable Data Protection Legislation;
(g) make available to the Client all information necessary to demonstrate compliance with Data Protection Legislation and reasonably allow and contribute to audits, including inspections, conducted or mandated by the Client;
(h) permanently delete all copies of the Client’s database in the possession of Binhex Systems Solutions S.L., or return such data, at the Client’s choice, upon termination of this Agreement, subject to the retention periods specified in Binhex Systems Solutions S.L.’s Privacy Policy.
With respect to points (d) to (f), the Client undertakes to provide Binhex Systems Solutions S.L. with accurate contact information at all times, as necessary to notify the Client’s Data Protection Officer.
6. Implementation plan
The implementation plan for new functionalities and training is defined based on the Hours Packs or Deliverables that the CLIENT contracts with Binhex Systems Solutions S.L..
Hour Packs are contracted in advance in order to be available when needed. These hours have a unit price that varies according to the volume of hours contracted, the minimum being 25 hours. BSS will provide you with access to the portal where you will be able to check the dedicated time of your hour pack.
The Deliverables will be sent according to the action plan prepared by the dedicated consultant and accepted by the CLIENT.
These contracts are not considered effective until THE CLIENT has fully settled his account with Binhex Systems Solutions S.L.
7. Implementation timeline
Compliance with the implementation time frame is subject to:
The support that BINHEX receives from CLIENT’s staff in responding to information requests, coordinating for training activities, access to necessary data, etc.
The CLIENT’s or user’s disposition to adapt to the interfaces in each areas and the changes in the execution of the steps to complement the processes in the software. In the case of tailor-made development, if it is necessary to carry out an implementation process, the same will be proposed to meet the client's information and management needs. Custom developments will be compatible with the platform and the ecosystem of applications.
It is understood that, in the case of any custom developments required during the implementation process, such developments shall be proposed to address the Client’s information and management needs. However, in all cases, they shall be designed to ensure compatibility with the platform and its application ecosystem.
Software stability installed On-Premise (client's local server) will be the client's responsibility. BINHEX will not be responsible for cyberattacks, web intrusions, or activity that could partially or totally limit access to the applications or in general paralyze the implementation process, customization, and related activities of the process.
Further, BINHEX will not be responsible if CLIENT does not comply with the minimum technical specifications recommended for the installation and operation of the applications and the time that may elapse until these are adequate.
8. Travel, accommodation and per diem expenses
Any displacement that is required to the client's offices to advance with the implementation process, will be billed, regardless of the means of transportation. If diets are required, they will be billed according to tickets. If accommodation is required, it will be billed according to the hotel rate.
9. Communication channels
To request communication with the professionals assigned to the projects, you can use the following methods: Email:
Customer Portal: Log in to your customer portal at binhex.cloud with your user account , if you don't have one, you can sign up.
Through email to your dedicated consultan
By phone: España: +34 822 17 92 67 - From Monday to Friday from 8am to 5pm (WET)
By phone: Estados Unidos: +1 305-686-8151 - From Monday to Friday from 8am to 5pm (EST)
10. Legal section
Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of each party, together with its affiliates, arising out of or related to this Agreement shall not exceed 50% of the total amount paid by the CLIENT under this Agreement during the twelve (12) months immediately preceding the date of the event giving rise to the claim. Multiple claims shall not expand this limitation.
In no event shall either party or its affiliates be liable for any indirect, special, exemplary, incidental, or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial losses, downtime or delay costs, or loss or damage of data, arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort (including strict negligence), or any other legal or equitable theory, even if either party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates fail of their essential purpose.Force majeure
Neither party shall be liable to the other for any delay in performance or failure to perform any performance under this Agreement when such failure or delay is caused by government regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of property, or product in whole or in part by any government or public authority, or any other cause or causes, whether similar or different in nature, beyond the reasonable control of such party provided that such cause or causes exist. .Costs
Except as otherwise provided in this Agreement, each Party here to shall pay its own expenses in connection with the preparation of this Agreement, the performance of the provisions hereof, and the consummation of the transactions contemplated herein.Applicable Law, Jurisdiction, Attorney's Fees
This Agreement shall be governed by, construed, and enforced pursuant to the laws of the State of Florida, USA, without giving effect to its conflict of law provisions. Any judicial proceeding brought by either Party to enforce or interpret this Agreement or the Exhibits and Exhibits attached hereto, if any, shall be brought in the appropriate court in Miami-Dade County, Florida or in the District Court of the United States. for the Southern District of Florida. By executing and delivering the Agreement, each Party to this Agreement consents to the exclusive jurisdiction of the aforementioned courts and waives any objections to jurisdiction therein. The prevailing Party in any such proceeding shall be entitled to an award of its legal fees and costs incurred and at each and every level of a litigation and in any proceeding, including bankruptcy court.Assignment of the agreement
Por BINHEXBINHEX podrá ceder el presente Acuerdo o los pagos adeudados, con o sin el consentimiento del CLIENTE. Por el CLIENTEEl CLIENTE no podrá ceder el presente Acuerdo sin el consentimiento por escrito de BINHEX.Contents of the agreement
This Agreement sets forth the entire understanding of the Parties hereto with respect to its subject matter. It shall not be amended or modified, except in writing and executed by both Parties, and no provision hereof shall be waived, except by a written instrument duly executed by each of the Parties hereto. Any and all prior written agreements and understandings between the Parties with respect to the subject matter hereof, whether written or oral, are superseded by this Agreement.Unenforceable/severability clause
If any provision of this Agreement is found by a court of competent jurisdiction to be void or unenforceable, the remaining provisions of this Agreement will nonetheless be binding on the Parties with the same force and effect as if the unenforceable portion had been severed and deleted.Acknowledgment of Trades
The Parties acknowledge that: (a) this Agreement has been prepared after substantial negotiations between them; (b) each had sufficient time and opportunity to consult with counsel of their own choosing regarding the terms of this Agreement and the legal implications thereof; (c) this Agreement has been prepared, reviewed and studied without duress, fraud, duress or undue influence and without circumstances beyond the free will of the signatories; and (d) this Agreement is made expressly with each Party acting as an equal to the other Parties in negotiating the terms hereof and, accordingly, any rules of interpretation to the effect that any ambiguity shall be resolved against the drafting party shall not be used in the interpretation of this Agreement.Notices
Toda notificación, solicitud, demanda, oferta, pago o comunicación realizada en virtud del presente Contrato se considerará efectuada y entregada a todos los efectos si se realiza por escrito y si: (a) se entrega personalmente o por servicio de mensajería o entrega, en el momento de dicha entrega; (b) si se envía por correo certificado o certificado de los Estados Unidos, con franqueo y gastos pagados por adelantado, dirigido al destinatario previsto, a la dirección indicada a continuación en este Acuerdo, en el momento en que el destinatario previsto o su y/o si el agente firma o ejecuta el recibo; y (c) si se entrega por correo electrónico a las siguientes direcciones de correo electrónico como se indica a continuación:Para BINHEX a: Binhex Systems Solutions S.L.Calle Subida al Mayorazgo 13 Oficina 15-2 legal@binhex.cloudThe Parties may change the address to which notices are sent or delivered by giving three (3) business days prior written notice to the other Party. Thereafter, such new designated address shall be such Party's address for all notices required or permitted under this Agreement.Acceptance by the CLIENT
The terms and specifications of this Agreement are hereby acknowledged as satisfactory and are accepted.
The person signing on behalf of each party represents and warrants that they have the authority to bind such party to this Agreement.
11. Terms and conditions
Version: 1.0
Effective Date: 01 February 2025
Previous versions available upon request.