1. Scope
These General Terms of Sale (“GTS”) govern all services delivered by Mainsail consulting, Official Odoo Partner (hereafter “the Provider”), to its professional clients (companies, legal entities) established in Portugal, elsewhere in the European Union, or outside the EU.
2. Acceptance
By signing a quote or otherwise confirming an order (including by e‑mail), the Client acknowledges and accepts these GTS in their entirety and confirms that it acts in a professional capacity.
3. Quotes & orders
Validity: All quotes are valid for 30 days from date of issue, unless otherwise stated.
Confirmation: An order becomes binding when the Client returns a signed quote or sends an express email acceptance.
Amendments & Cancellations: Any changes or cancellations must be agreed in writing by both Parties.
4. Pricing & payments
Currency & Tax: All prices are quoted in Euros (€), excluding VAT. Applicable VAT treatment:
- Portugal: Portuguese VAT applies.
- Intra‑EU: VAT-exempt upon receipt of a valid EU VAT number (reverse‑charge applies).
- Outside EU: VAT-exempt (export of services).
Payment Terms:
- 50% deposit due upon acceptance of the quote (non‑refundable).
- 50% balance due on the first day of the training or service delivery.
Invoicing:
- Invoices are issued within 5 working days after each payment milestone, using certified SAFT‑PT software.
- Invoices include: invoice number & date; Provider’s and Client’s names & tax IDs; detailed description of services; net price; VAT rate & amount or VAT exemption reference.
5. Delivery & Deadlines
All delivery times and project timelines are estimates only. The Provider shall not be liable for any delay, and late delivery shall not entitle the Client to damages or cancellation.
6. Odoo Partnership & Licensing
Odoo Partnership: As an Official Odoo Partner, the Provider may install, configure, customize, train and support Odoo solutions.
Licenses:
- Odoo Community and Odoo Enterprise licenses are issued and billed directly by Odoo S.A., not by the Provider.
- The Provider is not responsible for subscription, renewal, or license‑server issues.
- For all license‑related inquiries or support, Clients should use Odoo’s official portal:
https://www.odoo.com/pt_BR/help
7. Warranty & Liability
Legal Warranty: For B2B transactions in Portugal, the statutory warranty for defects and non‑conformity applies within the limits set by Portuguese law.
Limitation of Liability: The Provider’s total liability under any order is capped at the total amount paid by the Client for that order. The Provider shall not be liable for any indirect, consequential, or lost‑profit damages.
8. Support & Maintenance
Provider Support:
- Assistance with implementation, configuration, and standard usage during office hours: Monday–Friday, 09:00–18:00 (Lisbon time), excluding public holidays.
- Support requests must be submitted by email or via the ticketing process defined in the project proposal.
Odoo Support: For software bugs, version upgrades, or deep technical issues outside the scope of Provider support, Clients must contact Odoo directly at:
https://www.odoo.com/pt_BR/help
9. Intellectual Property
All intellectual property rights in methodologies, tools, custom code, documentation, and training materials remain with the Provider or its licensors, unless expressly transferred in writing.
10. Confidentiality
Each Party shall keep confidential all information received from the other Party, for the duration of the engagement and for five (5) years thereafter.
11. Governing Law & Jurisdiction
These GTS are governed by Portuguese law. Any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts of Porto.
12. Mediation
Prior to any court action, the Parties may seek amicable resolution through mediation by a Portuguese‑certified mediator, for example:
CICAP – Centro de Informação de Consumo e Arbitragem do Porto
Website: www.cicap.pt • Email: cicap@cicap.pt • Phone: +351 225 508 349
For any questions or comments regarding these GTS, please contact us at: