Support General Terms and Conditions

PREAMBLE

The support conditions are subject to the general terms and conditions (https://www.squareflow.be/fr_BE/conditions-generales. In the event of any conflict between all or part of Squareflow s.a.'s general terms and conditions and all or part of any other support conditions, the former shall prevail over the latter in all circumstances.

1. DEFINITIONS AND INTERPRETATION

“Squareflow” and/or the “Provider” means Squareflow s.a.;

“Client” means the contracting party requesting the services of Squareflow as described and identified in the Particular Conditions and/or in the order form and service offer;

“Parties” collectively means Squareflow s.a. and the Client;

“Party” means one of the Parties referred to individually;

“Contract” means the entirety of the contractual relationship between the Parties, the content of which is set out in the Particular Conditions and these general terms, as well as in the service offer and order form;

“Particular Conditions” means any additional document setting out the Particular Conditions as signed by the Parties.

THE PARTIES AGREE AS FOLLOWS

Article 1. Definition of Terms

1.1. In this agreement, all terms and expressions used shall have the meanings assigned to them in the Contract, unless otherwise indicated.

1.2. For the purposes of this support agreement, the following terms shall have the following meanings, in both singular and plural:

Article 2. PURPOSE OF THE AGREEMENT

2.1. In accordance with the terms of this Contract, the Provider shall maintain the Solution, provide support, and comply with all other requirements set out in this Contract and any applicable legal obligations.

2.2. The Provider shall fulfill its obligations professionally, through duly qualified and trained personnel, in accordance with industry best practices and applicable IT standards at the time of execution, and in compliance with all applicable laws and regulations.

Article 3. SUPPORT

3.1. The Provider shall establish and maintain an organization and processes to provide support for the Software Solution to the Client.

3.2. Support begins once the solution has been validated and put into production, after a warranty period (“hypercare,” generally one month).

3.3. The purpose of support is to ensure stable and optimal performance of the solution implemented at the Client’s site by the Provider throughout its lifecycle.

3.4. The Provider supports the last five versions of Odoo: v14, v15, v16, v17, and v18 in 2025. Odoo officially supports only the last three versions. For earlier versions, an update must be planned within six months after contracting.

3.5. The Provider shall provide assistance for the Software Solution as part of the Services. Assistance includes:

(a) diagnosing Defects;

(b) providing Defect corrections as detailed below;

(c) answering usage questions;

(d) making minor modifications to the existing solution;

(e) analyzing and qualifying requests (tickets).

Support services other than those defined above shall be considered outside the scope of support and will be handled under a separate project, for which a quotation will be issued by the Provider and approved by the Client.

The following items constitute a separate project (outside support):

(f) Change requests or new developments requiring significant work;

(g) Odoo version updates (migration from one Odoo version to another);

(h) Implementation of new modules.

3.6. The Provider shall establish and maintain a helpdesk service for the overall solution, available during working hours. Requests can be submitted via email (support@squareflow.be) or via an online ticketing system. Only Client personnel shall have access to the Helpdesk tool.

3.7. In certain cases, the Provider depends on the software vendor for diagnostics and solutions. In the event of an incident requiring intervention by the software vendor, Squareflow will inform the Client and take the necessary measures with regard to the software vendor.

3.8. Support requests are qualified and prioritized based on the following criteria:

Upon a support request documented by the Client, Squareflow will analyze it and verify its eligibility. If the request falls within the scope of support, Squareflow will manage the response or resolution of the issue according to its severity. In all other cases, Squareflow will handle the Client’s request as a project outside the support services.

3.9. If a Defect prevents the software from functioning according to the specifications, the Client or the relevant end-user may notify the Provider of the Defect via the support service as described in Article [3.6]. Such notification must include a reasonable description and the severity level based on the defect classification table mentioned in the previous paragraph. The Provider must acknowledge receipt and, if the Defect is the Provider’s responsibility, resolve the Defect according to the effort level indicated by the priority in Article [3.8]. 

3.10. The support service provided by the Provider to the Client does not cover Defects caused by:

(a) the use or operation of the Software Solution in a manner or environment not in accordance with the instructions listed in the Software Solution Documentation;

(b) modifications of the Software Solution made by the Client or a subcontractor other than the Provider, without prior validation by the Provider;

(c) any Defect in third-party software that has not been implemented by or with the authorization of the Provider.

3.11. If the Provider agrees to fulfill a request (“change request”) not covered by the terms of the contract, the work performed by the Provider will be billed on a time and materials basis. 

An estimate of the effort required to fulfill the request may be provided upon the Client’s request and will also be billed on a time and materials basis.

In all cases, the Provider commits to communicate an implementation timeframe to the Client for requests not covered by the contract terms, and the Client agrees to accept this timeframe as long as it is reasonable.

3.12. If the Client requires assistance to address requests not covered by the Contract terms (remotely and/or on-site) or to be performed outside of Working Hours, the Client must confirm the request in writing (e-mail). In this case, the Provider will apply additional fees as defined above and the following overtime rates:

Article 4. AVAILABILITY, BACKUP AND SECURITY

4.1. If the Client hosts the solution on its own infrastructure, the Client undertakes to ensure its availability and security according to its own requirements. The Client also commits to implement a backup policy and restoration mechanisms.

4.2. If the Client hosts the solution on its own cloud solution via a third-party provider, the hosting provider is responsible for the backup policy and restoration mechanisms.

Article 5. CHANGES

5.1. The Client may request changes to the Services at any time in accordance with the procedure described below.

5.2. Subject to Articles [3.11] and [6.7], the Provider will make reasonable efforts to accommodate changes requested by the Client (best-effort obligation). Upon receipt of a change request from the Client and any additional technical or commercial clarification requested in a timely manner by the Provider from the Client, the Provider will inform the Client of the impact of the change request on the fees and timeline for the requested additional services. 

5.3. Upon receipt of the information referred to in Article [5.2], the Client may, at its sole discretion, choose either:

(a) to request the Provider to proceed with the change, in which case the relevant terms of this Contract will be considered amended accordingly; or

(b) to withdraw the proposed change.

Article 6. OFFER AND PRICING

6.1. For support services of the solution as described in Article 3 of this agreement, the Provider offers two pricing options: (a) time and materials, and (b) prepaid hours package.

(a) Time and Materials: Billing based on the actual time spent by support.

(b) Hours Package: Prepayment of a number of support hours to be used as needed.

6.2. For time and materials services, the Provider will invoice the Client at the end of the month.

6.3. Alternatively to the time and materials rate, the Client may contract “prepaid hours packages.” Hours actually performed will be deducted as they are used.

6.4. Hours packages can be used without time limitation. Hours packages are not exchangeable for money or other services.

6.5. All amounts are payable in euros, excluding VAT, and will be indexed annually from the following year according to the general consumer price index (Agoria).

6.6. All support tasks (including ongoing tickets) are tracked and billed accordingly.

6.7. Payment will be made within 30 days end of month following receipt and approval by the Client of the Provider’s invoice.

Article 7. TERM AND TERMINATION

7.1. This Agreement shall come into effect on the date on which the chosen option is confirmed by the Client for:

(a) a calendar year (time and materials option), or

(b) until the tacit end of the contract (exhaustion of the hours package).

Each Party shall have the right to terminate the Agreement at any time, with two (2) months’ prior written notice to the other Party by registered mail. This notice period shall commence on the first day of the month following the dispatch of the letter, postage stamp serving as proof.

7.2. Each Party shall have the right to terminate this Agreement, without prejudice to continuity, without notice period or payment of compensation in the following cases:

(a) in the event of dissolution, bankruptcy, cessation of activity, insolvency, debt restructuring, appointment of a receiver, administrator, or manager for all or part of the other Party’s assets or activity, or obstacles likely to impair the performance of the subcontracted function;

(b) in case of a breach by either Party of any obligation under this agreement, without possibility to remedy such breach within fourteen (14) days following written notification;

(c) in case of gross misconduct, including but not limited to fraud or gross negligence, or a substantial violation by the other Party rendering further cooperation difficult or impossible. For the avoidance of doubt, a substantial violation shall include, without limitation, any breach of Articles [3, 4, 5, 6], regardless of scope or nature;

(d) in case of Force Majeure as defined in Article 8;

(e) in case of weaknesses in data management and security;

(f) in case of significant changes in the subcontracting arrangement or the Provider;

(g) in case of instructions issued by the Client’s Supervisory Authority.

7.3. Upon termination of this Agreement, for any reason, the Provider shall immediately: (a) return to the Client all confidential information, including Client documents and data related to insureds/subscribers;

(a) return to the Client all confidential information, including Client documents and data related to insureds/subscribers;

(b) certify to the Client that no copies have been retained;

(c) if necessary and upon the Client’s request, provide a certificate of destruction of copies.

7.4. The following articles shall remain in effect after termination of this Agreement, for any reason:

(a) Article 8 ;

(b) any other provision clearly intended by the Parties at the time of conclusion of this Agreement to survive termination.

7.5. Termination of this Agreement at the Provider’s expense shall also terminate the software development and supply contract and any related agreements between the Parties, except as explicitly stated otherwise in the Client’s termination notice.

Article 8. FORCE MAJEURE

8.1. If a Force Majeure event occurs, the Parties’ obligations under this Agreement shall be suspended for the duration of the delay caused by the Force Majeure event, and the execution period shall be automatically extended without any penalty.

8.2. The Party invoking a case of Force Majeure shall immediately inform the other Party in writing, explaining the circumstances of the Force Majeure event.

8.3. If a Force Majeure event occurs, the Parties shall immediately consult to find an equitable solution and shall make all reasonable efforts to minimize the consequences of the event. If the Force Majeure conditions persist for more than 30 days and the Parties have not reached an equitable solution, the other Party shall have the right, pursuant to Article [7.3], to terminate this Agreement immediately by registered mail, without damages.

8.4. Force Majeure means any event which was not caused by either Party, was unforeseeable at the time of entering into this Agreement, and has a significant impact on the performance of the relevant obligations. This includes, but is not limited to, natural disasters, armed conflicts, social unrest, epidemics, and interruptions of telecommunications and electricity services.

Article 9. GENERAL PROVISIONS

9.1. ASSIGNMENT

This Agreement is entered into on an intuitu personae basis, in consideration of the Provider’s expertise. The Provider shall therefore not have the right to assign, in whole or in part, its rights or obligations under this Agreement without the prior written consent of the Client. Furthermore, the Provider shall not appoint any subcontractor, agent, representative, or other assignee, except with the Client’s express prior written approval. Such authorization shall, in any event, be conditional on the subcontractor, agent, representative, or assignee agreeing to be bound by conditions no less protective of the Client than those set forth herein, and shall not release or discharge the Provider from any contractual or tortious liability it would otherwise incur as the principal contractor. The Client may withdraw its authorization at any time for any subcontractor, agent, representative, or assignee.

The Client may assign all or part of its rights and transfer or delegate its obligations under this Agreement to an affiliate or a third party of its choice.

9.2. WAIVER

Failure of a Party to enforce its rights concerning a Defect or a breach of this Agreement shall not constitute a waiver of its right to enforce such rights for the same breach or any other violation. Any waiver under this Agreement must be made by written notification to that effect.

9.3. ENTIRE AGREEMENT

This Agreement, together with all annexes and referenced documents, constitutes the entire agreement of the Parties and supersedes all prior agreements, promises, representations, understandings, and negotiations, whether written or oral, regarding the subject matter hereof.

9.4. SEVERABILITY

The provisions of this Agreement are severable. If any provision of this Agreement is deemed invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions. The Parties agree to replace the invalid or unenforceable provision with a similar provision to achieve the Parties’ intent to the extent permitted by applicable law.

9.5. CONFLICT

In the event of a conflict between this Agreement, the Software Development and Supply Agreement, and their respective annexes, this Agreement shall prevail.

9.6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with Belgian law.

9.7. JURISDICTION

All disputes regarding the validity, interpretation, execution, and termination of this Agreement shall fall under the exclusive jurisdiction of the courts of Brussels.