Terms and Conditions of Service

General Terms and Conditions

Version: 2.1

Effective Date: 03/28/2026

Previous versions: Available upon request.

1. Purpose

These General Terms and Conditions govern the provision of products and services by Binhex Systems Solutions S.L. (“Binhex” or “BSS”) to its customer (the “Customer”).

These Terms apply to all services provided by Binhex, including but not limited to:

• ERP implementation services
• consulting, analysis, training, and development services
• technical and functional support services
• Binhex Cloud platform services
• migration and upgrade services
• services related to public programs such as Kit Digital or Kit Consulting
• AI-powered features, assistants, copilots, automations, and related services

By accepting a quotation, proposal, service order, subscription, or by using any service provided by Binhex, the Customer agrees to these Terms.

2. Scope

These General Terms apply to all commercial proposals, quotations, subscriptions, renewals, purchase orders, and service engagements entered into between Binhex and the Customer, unless otherwise agreed in writing.

Specific products or services may be subject to additional terms and conditions, including those published in the relevant sections of /terms, in the applicable quotation, or in a separate written agreement.

In the event of conflict, the following order of precedence shall apply unless otherwise expressly stated:

1. Signed agreement between the Parties
2. Accepted quotation or proposal
3. Specific terms applicable to the relevant service
4. These General Terms and Conditions

3. Term

The term of each service or agreement shall be the one specified in the applicable quotation, subscription, service order, or written agreement between the Parties.

Unless otherwise agreed in writing, recurring services may be offered on a monthly, annual, or multi-annual basis and may renew automatically for successive periods equal to the initial term, unless either Party provides written notice of non-renewal at least thirty (30) days before the renewal date.

4. Condition of Effectiveness

Unless otherwise expressly agreed, no service agreement shall be deemed fully effective until the Customer has paid the amounts due under the corresponding quotation, invoice, subscription, or payment schedule.

5. Customer Obligations

The Customer agrees to:

• provide accurate, complete, and timely information as reasonably required by Binhex;
• appoint a valid contact person whenever necessary for service coordination;
• cooperate in good faith during the performance of the services;
• review and validate deliverables, testing environments, migrations, or milestones within the reasonable timeframes communicated by Binhex;
• maintain the confidentiality and security of access credentials and user accounts;
• use the services lawfully and in accordance with good faith business practices;
• pay all applicable fees in accordance with the agreed payment terms.

6. Non-Solicitation

Except with the prior written consent of the other Party, each Party, its affiliates, and representatives agree not to solicit, hire, or offer employment to any employee of the other Party who is involved in the performance or use of the Services during the term of this Agreement and for a period of twelve (12) months following its termination or expiration.

In the event of breach of this obligation, the breaching Party shall pay the other Party the amount of EUR 30,000 as a contractual penalty.

7. Publicity and Use of Name

Unless otherwise notified in writing, each Party grants the other a worldwide, non-exclusive, non-transferable, royalty-free license to reproduce and display its name, logo, and trademarks solely for the purpose of identifying the other Party as a customer or supplier in websites, proposals, presentations, press releases, and other marketing or commercial materials.

8. Confidentiality

“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 should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation, business information, technical information, commercial plans, developments, know-how, trade secrets, software-related information, databases, credentials, pricing, customer information, supplier information, and internal documentation.

The Receiving Party shall protect the Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own similar confidential information, and in no event less than reasonable care.

The Receiving Party may disclose Confidential Information where required by law, court order, or governmental authority, provided that, to the extent legally permitted, it gives prior notice to the Disclosing Party.

9. Data Protection

The Parties shall comply with all applicable data protection laws and regulations, including, where applicable, Regulation (EU) 2016/679 (“GDPR”), the Spanish Organic Law 3/2018 (“LOPDGDD”), and any other applicable privacy legislation.

Where Binhex processes personal data contained in the Customer’s database in connection with the services, Binhex shall process such personal data in the role legally applicable to the service provided.

In particular, Binhex agrees to:

• process personal data only on the Customer’s documented instructions and only for the purpose of performing the contracted services, unless otherwise required by law;
• ensure that persons authorized to process personal data are bound by confidentiality obligations;
• implement appropriate technical and organizational measures to protect personal data;
• promptly forward to the Customer any data protection request received by Binhex concerning the Customer’s database, where applicable;
• notify the Customer without undue delay upon becoming aware of any unauthorized access, disclosure, loss, or unlawful processing affecting personal data;
• make available such information as may be reasonably necessary to demonstrate compliance where legally required;
• delete or return personal data at the end of the service, where applicable and subject to legal retention obligations.

The Customer acknowledges and accepts that Binhex may use third-party service providers or subprocessors where necessary for the proper delivery of the services, provided that such use complies with applicable data protection law.

10. AI Features and Automated Services

Where the contracted services include artificial intelligence features, AI agents, copilots, assistants, automated workflows, classification tools, extraction tools, or similar capabilities:

• such features shall be provided as part of the contracted service or according to the applicable commercial plan;
• Binhex may process Customer-provided information for the purpose of generating responses, suggestions, classifications, automations, or operational assistance within the platform;
• the Customer remains responsible for reviewing and validating the suitability of AI-generated outputs before relying on them in legal, tax, accounting, regulatory, strategic, or other critical matters;
• unless expressly agreed otherwise in writing, AI features do not constitute independent professional advice;
• Binhex may establish usage limits, credits, fair use policies, security restrictions, and technical constraints relating to AI features.

11. Notices

Any notice, request, demand, communication, or other formal notification under these Terms shall be made in writing and shall be deemed duly given when delivered personally, by courier, by registered mail, or by email to the contact details provided by the Parties.

For Binhex, notices shall be sent to:

Binhex Systems Solutions S.L.

Calle Subida al Mayorazgo, 13, Oficina 15-2

38110 Santa Cruz de Tenerife, Canary Islands, Spain

legal@binhex.cloud

Either Party may update its notice details by written notice to the other Party, effective three (3) business days after receipt.

12. Limitation of Liability

To the fullest extent permitted by law, the aggregate liability of each Party arising out of or relating to these Terms or any service provided under them shall not exceed 50% of the total amount paid by the Customer under the applicable contract or service during the twelve (12) months immediately preceding the event giving rise to the claim.

Multiple claims shall not expand this limitation.

In no event shall either Party be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of revenue, loss of profits, loss of savings, loss of business, reputational harm, loss of data, or downtime costs, except where such exclusion is not legally permissible.

13. Force Majeure

Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, fire, war, strikes, governmental actions, epidemic, large-scale cyber incidents, telecommunications failures, power outages, supplier failures, or other force majeure events.

14. Assignment

Binhex may assign these Terms, the related receivables, or its contractual position, with or without the Customer’s consent, provided that such assignment does not materially reduce the essential protections of the Customer.

The Customer may not assign these Terms or any related agreement without Binhex’s prior written consent.

15. Entire Agreement

These General Terms, together with the applicable quotation, proposal, service order, SLA, subscription terms, and any specific annexes or written agreements, constitute the entire agreement between the Parties with respect to their subject matter and supersede any prior oral or written understandings relating to the same subject matter.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect.

17. Amendments

Binhex may update these General Terms from time to time by publishing a new version at /terms or by notifying the Customer through reasonable means. Where a change materially affects ongoing recurring services, Binhex shall use reasonable efforts to provide prior notice.

18. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of Spain.

Any dispute arising out of or in connection with these Terms or the services provided by Binhex shall be submitted in good faith to the Arbitration Court of the Chamber of Commerce, Industry, Services and Navigation of Santa Cruz de Tenerife, unless mandatory law provides otherwise.

19. Acceptance

Acceptance of a quotation, proposal, service order, subscription, invoice-based recurring service, or effective use of any Binhex service shall constitute full acceptance of these General Terms and Conditions.

ERP Implementation Services

1. Scope of Services

Binhex provides ERP implementation services based on Odoo (Community and, where applicable, Enterprise editions), including but not limited to:

• functional analysis and process assessment
• consulting and project guidance
• system configuration and setup
• user training
• custom development and integrations
• deployment and go-live support

The specific scope of each project shall be defined in the corresponding quotation, proposal, or statement of work.

2. Engagement Models

ERP implementation services may be delivered under the following engagement models:

2.1 Time Packs (Prepaid Hours)

Services may be contracted through prepaid time packages (“Time Packs”), which can be used for implementation, consulting, development, or training.

Typical ranges may include (for reference purposes only):

• 25 hours: basic implementations (excluding advanced modules)
• 50 hours: implementations including inventory, accounting, or manufacturing
• 100 hours: advanced implementations including customizations
• 200 hours: complex projects including custom developments

The actual scope and applicability of each package may vary depending on the project and the commercial offer.

2.2 Deliverables-Based Projects

For structured projects, Binhex may perform a prior analysis (e.g., “Process Audit”) to define:

• project scope
• deliverables
• execution plan
• timeline
• pricing

Each deliverable, milestone, and deadline shall be agreed upon and documented.

2.3 Public Program-Based Projects

Where implementation services are provided under public funding programs (e.g., Kit Digital, Kit Consulting), additional terms defined in the corresponding section shall apply.

3. Project Classification

Implementation services may include:

• Analysis: functional and organizational assessment
• Consulting: advisory, training, and project management
• Development: custom features, modules, or integrations

4. Client Responsibilities

The Customer agrees to:

• provide accurate and complete business and technical information
• actively participate in workshops, validation sessions, and testing
• assign key stakeholders and decision-makers
• validate deliverables within reasonable timeframes
• ensure availability of required resources and data

Delays caused by lack of collaboration, missing information, or delayed validation may impact timelines and costs.

5. Change Management

Any request that exceeds the agreed scope may require:

• additional budget
• updated timelines
• new time packs or deliverables
• formal approval before execution

Binhex reserves the right to re-estimate and re-scope work when project conditions change.

6. Delivery and Timeline

All delivery timelines are estimates unless expressly defined as binding.

Project execution depends on multiple factors, including:

• Customer collaboration and responsiveness
• data availability and quality
• technical complexity
• third-party dependencies
• infrastructure conditions

Binhex shall not be held responsible for delays caused by factors outside its reasonable control.

7. Warranty

Binhex provides a 90-day warranty period for custom developments, starting from the production deployment date.

During this period:

• Binhex will correct defects directly related to the delivered development
• The Customer must report issues within the warranty period

After this period, the development shall be considered accepted.

The warranty is valid only if the system is used according to Binhex specifications and has not been altered by unauthorized third parties.

8. Third-Party Modules and Integrations

Binhex may integrate or work with third-party modules, extensions, or external systems.

Unless expressly agreed:

• Binhex does not guarantee the long-term compatibility or maintenance of third-party components
• issues caused by third-party software may require additional services
• upgrades or adaptations of third-party modules are not included unless contracted

9. On-Premise and Customer Infrastructure

Where the Customer chooses to host the system on its own infrastructure (on-premise or external hosting not managed by Binhex):

• the Customer is fully responsible for infrastructure security, performance, and availability
• Binhex shall not be liable for issues caused by hardware failures, cyberattacks, misconfigurations, or insufficient technical requirements
• delays or interruptions caused by infrastructure limitations are not attributable to Binhex

10. Travel and Expenses

If on-site work is required:

• travel costs may be charged (e.g., €0.45/km for local travel)
• flights, trains, accommodation, and meals shall be invoiced at cost

These costs shall be agreed in advance where possible.

11. Acceptance

Deliverables shall be considered accepted when:

• the Customer explicitly approves them, or
• the Customer does not provide feedback within the agreed validation period

Accepted deliverables are no longer subject to rejection but may be subject to additional services if changes are required.

Support and Maintenance Services

1. Scope of Services

Binhex provides technical and functional support services to assist Customers in the operation, maintenance, and continuous improvement of their systems.

Support services may include:

• issue resolution and troubleshooting
• functional assistance and guidance
• system monitoring and maintenance tasks
• access to support channels (ticketing system, email, and, where applicable, phone)
• access to Binhex AI agent for general queries
• periodic updates or migrations, where included in the subscribed plan

The exact scope of support depends on the service plan contracted by the Customer.

2. Support Models

Support and maintenance services are offered under different service levels, which may include, but are not limited to:

• Standard Maintenance
• Premium Maintenance

Each service level includes specific limits, response times, and support channels, as defined in the applicable SLA.

3. Support Process

Support requests are handled according to the following general workflow:

1. Submission
   The Customer submits a request via the designated channels (ticket system, email, or other available methods).
2. Classification
   Binhex classifies the request based on severity, complexity, and type.
3. Assignment
   The request is assigned to the appropriate technical or functional resource.
4. Assessment
   Binhex evaluates the estimated effort required for resolution.
5. Resolution
   The issue is addressed within the scope of the contracted service.
6. Closure
   The request is documented and closed, including relevant details of the resolution.

4. Issue Classification

Support requests may be categorized as follows:

• Critical: system unavailable or major business impact
• High: core functionality significantly affected
• Medium: partial impact with workaround available
• Low: minor issues, questions, or general requests

Response times and handling priority depend on the Customer’s service level.

5. Response Times and SLA

Response times are defined according to the contracted support plan.

Typical reference values:

• Standard Maintenance: up to 24 business hours
• Premium Maintenance: up to 8 business hours

Where applicable, Premium plans may include resolution commitments for critical incidents, subject to SLA conditions.

Detailed service levels, uptime commitments, maintenance policies, and infrastructure conditions are defined in the Service Level Agreement (SLA) applicable to the Customer.

6. Ticket Limits and Usage

Support plans may include limits on the number of support requests (tickets) per period.

• Monthly plans may distribute annual ticket limits proportionally
• Annual or multi-annual plans allow flexible consumption within the contracted period

Once limits are reached:

• additional tickets may require plan upgrades, or
• additional services may be billed separately

7. Included vs Excluded Services

Support services are intended for:

• resolving system issues
• addressing suspected bugs
• answering specific functional questions

Support services do not include:

• user training or structured onboarding
• process redesign or business consulting
• custom development or feature creation
• major system configuration changes
• full audits or system reviews

Binhex reserves the right to reclassify requests as consulting, development, or training services when they exceed the scope of support.

Such services may be offered separately upon Customer approval.

8. AI-Assisted Support

Binhex may provide AI-powered support tools (e.g., AI agents, copilots, assistants) as part of the support experience.

These tools:

• are available for general queries and guidance
• may provide automated responses or suggestions
• do not replace human validation for critical operations

The Customer remains responsible for validating AI-generated responses before applying them to business-critical processes.

9. Customer Responsibilities

The Customer agrees to:

• provide sufficient and accurate information when submitting support requests
• cooperate with Binhex in diagnosing and resolving issues
• use the appropriate communication channels according to the service plan
• maintain secure access credentials
• designate a primary contact when required

Failure to comply may impact response times or resolution effectiveness.

10. Binhex Responsibilities

Binhex agrees to:

• provide qualified technical and functional resources
• respond within the agreed SLA timeframes
• maintain confidentiality of Customer data
• document and track support activities where applicable
• apply reasonable efforts to resolve issues within scope

11. Scheduled Maintenance

Binhex may perform scheduled maintenance activities to ensure system performance, stability, and security.

• maintenance windows will be communicated in advance where possible
• maintenance is typically scheduled during low-usage periods
• scheduled maintenance does not count as service downtime unless otherwise stated

Emergency maintenance may be performed when required, with notification as soon as reasonably possible.

12. Exclusions

Unless otherwise agreed, Binhex shall not be responsible for issues arising from:

• unauthorized third-party modifications
• non-supported or non-certified modules
• custom developments not performed or maintained by Binhex
• Customer infrastructure or hosting not managed by Binhex
• third-party integrations outside Binhex scope
• improper system usage or misconfiguration by the Customer
• data loss caused by Customer actions

13. Data Protection and Security

Support services are provided in compliance with applicable data protection laws.

Binhex shall:

• process Customer data only as required for service delivery
• maintain appropriate security measures
• notify relevant incidents in accordance with applicable regulations

14. Term and Termination

Support services are valid for the duration of the contracted plan.

Unless otherwise agreed:

• services renew automatically based on billing cycle
• either Party may terminate with at least 30 days’ written notice
• termination does not release the Customer from payment obligations for services already provided

15. Modifications

Binhex may update support service conditions and SLA terms, provided that:

• changes are communicated in advance where applicable
• ongoing service commitments are not materially reduced during the active contract period

16. Governing Law and Jurisdiction

Support services are governed by the applicable law defined in the General Terms and Conditions.

Binhex Cloud Platform

1. Service Description

Binhex Cloud is an open ERP platform operated and managed by Binhex, designed to provide businesses with a scalable, cloud-based environment for running their operations.

The platform is primarily based on:

• Odoo Community Edition
• OCA (Odoo Community Association) modules
• Binhex-developed components
• integrated infrastructure, automation, and AI capabilities

Binhex Cloud is delivered as a service (SaaS-like model) combining software, infrastructure, maintenance, and support.

2. Nature of the Platform

Binhex Cloud is not a standalone software license, but a managed platform that includes:

• hosting and infrastructure
• system administration and maintenance
• updates and migrations
• support and operational assistance
• optional implementation and consulting services
• AI-powered features and automation tools

The underlying software may be open-source, but the platform and its services are provided under a subscription model.

3. Subscription and Access

Access to Binhex Cloud is granted under an active subscription.

Depending on the selected plan, the service may include:

• a defined number of workers, resources, or capacity
• storage allocation
• support level
• AI usage limits or credits
• additional services or add-ons

Binhex reserves the right to suspend or limit access in case of non-payment or breach of these Terms.

4. Data Ownership and Portability

The Customer retains full ownership of all data stored within the platform.

Binhex does not claim ownership over Customer data.

Upon request and subject to reasonable conditions:

• the Customer may export its data
• Binhex promotes a no vendor lock-in philosophy
• data portability shall be facilitated within reasonable technical and operational limits

5. Infrastructure and Hosting

Binhex Cloud is hosted on infrastructure managed by Binhex or its providers.

The service may include:

• cloud hosting in professional data centers (Tier III or equivalent)
• encrypted communications (HTTPS/SSL)
• automated backups and replication
• disaster recovery mechanisms
• logical data isolation between customers

Detailed infrastructure conditions, availability commitments, backup policies, and recovery objectives are defined in the applicable Cloud SLA.

6. Updates, Maintenance, and Migrations

Binhex may perform updates, patches, improvements, and migrations as part of the service.

This may include:

• security updates
• system improvements
• Odoo version migrations (where included in the plan)
• infrastructure upgrades

Where applicable:

• updates may be scheduled and communicated in advance
• testing environments may be provided for validation
• lack of Customer feedback within defined timeframes may be considered acceptance

7. AI Features and Automation

Binhex Cloud may include AI-powered features such as:

• AI agents and copilots
• automated workflows and task execution
• data extraction and classification
• conversational assistance
• decision-support tools

These features:

• operate based on data provided by the Customer
• may generate outputs, recommendations, or automated actions
• are subject to usage limits, credits, or capacity restrictions depending on the plan

8. AI Usage Responsibility

The Customer acknowledges that:

• AI-generated outputs may not always be accurate or complete
• AI features do not replace professional judgment
• critical decisions (legal, financial, accounting, operational) must be validated by the Customer

Binhex shall not be liable for decisions made based solely on AI-generated outputs.

9. Fair Use and Platform Integrity

The Customer agrees to use the platform in a reasonable and lawful manner.

Prohibited uses include:

• illegal activities
• abusive or excessive resource consumption
• attempts to compromise system integrity or security
• unauthorized access or misuse of the platform

Binhex may apply limitations, restrictions, or corrective actions to preserve platform stability and security.

10. Third-Party Components

The platform may include third-party components, integrations, or modules.

Unless expressly agreed:

• Binhex does not guarantee the long-term availability or compatibility of third-party software
• issues caused by third-party components may require additional services
• licensing terms of third-party software remain applicable

11. Service Availability

Binhex will use commercially reasonable efforts to ensure platform availability and performance.

However:

• uninterrupted service is not guaranteed
• downtime may occur due to maintenance, updates, or external factors

Availability commitments, if any, are defined in the Cloud SLA.

12. Security

Binhex implements reasonable technical and organizational measures to protect:

• system integrity
• Customer data
• access control

However, no system can be guaranteed to be fully secure, and the Customer shares responsibility for:

• managing user access
• protecting credentials
• applying internal security practices

13. Fees and Billing

Binhex Cloud services are billed according to the selected plan and may include:

• subscription fees
• infrastructure or capacity-based fees
• add-ons (e.g., storage, workers, AI credits)
• optional services

Pricing may evolve over time. Customers will be notified of relevant changes where applicable.

All fees are exclusive of applicable taxes.

14. Termination

Binhex may suspend or terminate access to the platform in case of:

• non-payment
• breach of these Terms
• misuse of the platform

Upon termination:

• access to the platform may be restricted
• data access or export may be provided under reasonable conditions and timeframes

15. Disclaimer

Binhex Cloud is provided on a commercially reasonable efforts basis.

Except as expressly stated:

• no guarantee is made regarding uninterrupted operation
• no guarantee is made that the platform will meet all specific Customer requirements

Public Programs and Subsidized Services

1. Scope

Binhex may provide services under public funding programs, including but not limited to:

• Kit Digital
• Kit Consulting
• or any other public subsidy, grant, or digitalization program

In such cases, Binhex may act as:

• a digitalization agent
• an implementation partner
• a consulting provider
• or a representative acting on behalf of the Customer

The provision of services under these programs is subject to both these Terms and the specific regulations established by the relevant public authority.

2. Customer Commitments

Upon applying for or being granted a public subsidy, the Customer agrees to:

• provide all required documentation and information in a timely and accurate manner;
• comply with the procedures, deadlines, and requirements defined by the applicable program;
• promptly notify Binhex of any communication, notification, or update received from the public authority (within a maximum of two (2) business days);
• refrain from submitting documentation independently to public authorities regarding projects managed by Binhex without prior written approval;
• cooperate fully in the execution, justification, and validation of the subsidized services;

3. Engagement Commitment

Where permitted by the applicable program, the Customer agrees to:

• contract the services covered by the subsidy through Binhex, where Binhex offers such services;
• assign or transfer to Binhex the portion of the subsidy corresponding to the delivered solution, in accordance with program rules;

4. Costs Not Covered by the Subsidy

The Customer agrees to pay:

• any costs not covered by the public subsidy;
• any additional services, features, or scope extensions beyond the approved program scope;
• any applicable taxes or administrative costs not included in the subsidy;

5. Withdrawal or Non-Compliance

In the event that:

• the Customer withdraws from the program after the process has started;
• the Customer fails to comply with program requirements;
• the subsidy is reduced, revoked, or denied due to Customer actions or omissions;

the Customer shall be responsible for:

• all services performed by Binhex up to that point;
• administrative, management, and justification costs incurred;
• any hours or resources already allocated to the project;

Binhex reserves the right to charge a minimum fee of €200 (plus applicable taxes) or higher amounts based on actual work performed.

6. Program Limitations

Services provided under public programs are subject to:

• the scope approved by the public authority;
• the budget limitations of the subsidy;
• the deadlines and timelines defined by the program;
• the documentation and collaboration provided by the Customer;

Binhex shall not be responsible for:

• delays caused by public authorities;
• rejection or denial of the subsidy;
• changes in program rules or eligibility criteria;
• administrative decisions outside Binhex control;

7. Equipment and Deliverables (where applicable)

In cases where the program includes hardware or physical deliverables (e.g., “Secure Workstation” solutions):

• delivery timelines depend on supplier availability;
• the Customer agrees to comply with delivery and acceptance conditions;
• the Customer is responsible for any loss, theft, or damage caused by misuse;
• replacement costs shall be borne by the Customer in such cases;

8. Compatibility with Other Terms

These Public Program Terms are complementary to:

• General Terms and Conditions
• ERP Implementation Services Terms
• Support and Maintenance Terms
• Binhex Cloud Terms

In case of conflict, mandatory rules of the public program shall prevail.