General Terms And Conditions

These general terms and conditions ("Terms and Conditions") apply to Steinert’s services.

Steinert will provide the Services to Client on the basis of these Terms and Conditions. "Services" refers to the performance of Steinert’s activities as specified in the Proposal.


Services Start Date and Schedule

The scheduled term of Services shall be as stated in the Proposal. The actual start date for the Services shall be the date Steinert has received the Advance Payment (defined below) for the Services. The Services shall be delivered as stated in the Proposal, however, all delivery periods stated in the Proposal are indicative and shall not be binding on Steinert, except by mutual written agreement and when time is of the essence.

Pricing

Steinert fees are based on projects, services packages, and daily support services as stated in the Proposal. Unless otherwise stated in the Proposal, all pricing is stated in Thai baht and is stated exclusive of VAT.

Project Fees
​Project fees are based on time and materials as estimated in the Proposal. Project fees will be adjusted for actual time and materials consumed.

Support Packages
​Support packages are stated in the Proposal and charged in 15-minute increments.

Odoo Enterprise Licenses
​Odoo Enterprise Licenses and hosting are NOT INCLUDED. Client must arrange for such licenses directly with Odoo. 

Additional Support Charges
If Client has not signed an Odoo Enterprise License Agreement, and Steinert is requested by Client to perform any support work related to that License Agreement, additional support fees of Steinert shall apply. If Client has signed an Odoo Enterprise Agreement, Steinert shall charge the hourly rates stated in the Proposal for the following services on demand: 

  • Coordination with Odoo for bug resolution; 
  • If Odoo does not acknowledge the bug, all work to coordinate and resolve the problem.

If it is necessary to purchase additional software modules from Odoo, any costs incurred by Steinert will be passed on to Client.

Expenses and Additional Costs
The service fees are exclusive of additional costs and expenses. Transportation costs shall be charged on actual basis. No receipt shall be required for routes less than 1,000 Baht. The use of vehicles will be charged on a per/km basis as stated in the Proposal.

Payment Terms

Before the commencement of the Services, Client shall pay an advance payment fee ("Kick-off Payment") as stated in the Proposal to Steinert. Steinert is only obliged to provide the Services after receipt of payment of the Kick-off Payment. 

Invoices
Client shall pay invoices within 30 days of date of invoice. Client shall pay VAT and make payments by wire transfer into Steinert’s bank nominated bank account without deduction of any of banking fees. Client shall be responsbile for all bank transfer charges.

Late Payments
Any delay in payment shall result in a delay in the provision of the Services. Late payments shall be subject to a late payment of 1.5% per month, calculated on a daily basis until the full amount is paid.

Steinert's Representations

Steinert is an authorized partner of Odoo ERP software and Steinert has the right and authority to support Odoo’s ERP software as stated in these Terms and Conditions.

Client Obligations

Client shall conclude a license agreement directly with Odoo, which includes Odoo support (collectively, “Enterprise License”).

Client shall provide Steinert in a timely manner with all useful and necessary data or information for the proper performance of the Services and shall provide all necessary assistance, as well as provide efficient access to its systems to enable Steinert to perform the Services. 

Client is solely responsible for the application of the Services provided by Steinert in its organization, as well as for the control and security procedures and adequate system management.

Suspension

If necessary data for the performance of the Services are not available to Steinert or are not provided in a timely or in accordance with Steinert’s requirement, or if Client otherwise fails to fulfill its obligations, including payment, Steinert shall have the right to suspend the performance of the Services without liability and shall have the right to charge the resulting costs and without prejudice to Steinert’s right to demand payment of all amounts owed by Client, including late payment fees and costs incurred by Steinert.

Termination

The Services may be terminated early as follows:

  • A party breaches a material obligation under these Terms and Conditions  which is capable of remedy and such party does not remedy it within 30 days of written notice from the other party;
  • immediately if the other party has ceased or threatens to cease business, is or has been wound up or become bankrupt, or a receiver or manager has been appointed to manage assets.

Termination shall not affect any rights or liabilities of either party which have accrued prior to date of termination.

Limitation of Liability

All Services and obligations Steinert in these Terms and Conditions are obligations of effort and can in no case be considered as obligations of result.

Any complaints from Client regarding the quantity or quality of Services must be submitted in writing to Steinert no later than five (5) working days after the provision of such Services. If the complaints are found by Steinert to be reasonable or well-founded, Steinert will take reasonable commercial efforts to correct or remediate the Services. Only if this is not possible, Steinert will compensate Client for the proven direct damage caused by Steinert’s fault within the limits described below. The total liability of Steinert is in any case limited to compensation for direct damage up to a maximum of the amount of the specific agreed price (excluding VAT) for the Services performed by Steinert related to the issue of concern. In any case, the total liability for direct damage is limited to a maximum of 50% of the total amount paid by the Client for the execution of the Services during the twelve (12) months immediately preceding the date of the event giving rise to such liability.

Neither party shall be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of income, profit, savings, loss of business or other financial loss, loss of data, costs of downtime or delay, lost or damaged data, arising out of or in connection with the Services and or these Terms and Conditions, regardless of the form of action, whether in contract, tort (including negligence) or any other legal theory.

Force Majeure

Non-performance by a party of any obligation (other than Client’s payment of fees) will be excused, without liability, for the time and to the extent that it is unable to perform that obligation by an event or circumstance beyond its reasonable control. In the event of any such delay, the time for any party’s performance shall be extended for a period equal to the time lost by reason of the delay, which shall be remedied with all due dispatch in the circumstances.

Confidentiality

"Confidential Information" includes all non-public information, written or oral, disclosed by one party to the other party, including before the start of the performance of the Services, 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. This includes pricing, services, and documentation. The receiving party agrees to (a) maintain the confidentiality of the Confidential Information; (b) not use the Confidential Information for any purpose except for the intended purposes of the provision of Services; and (c) not disclose the Confidential Information to any third party without the prior written consent of the disclosing party.  The receiving party shall limit access to the Confidential Information to those of its employees, agents, and contractors who need such access for purposes consistent with these Terms and Conditions. This confidentiality obligation shall remain in effect for a period of one year after the completion or termination of the Services.

Intellectual Property

All intellectual property rights relating to or arising from the Services provided by Steinert, and all related or resulting agreements, quotations, analyses, design documentation, and other documentation shall remain the exclusive property of Steinert, unless agreed otherwise in writing with the Client. "Intellectual property rights" means patent rights, trademarks, designs, models, copyrights, software, rights in databases, proprietary rights in know-how, including trade secrets and other confidential information, and any other form of legally protectable intellectual or industrial property rights under any jurisdiction.

Additional terms and conditions

Steinert may engage third party contractors to perform some Services, further provided that Steinert remains responsible for the performance of such subcontractors.

No failure or delay by a party to exercise any right or remedy under these Terms and Conditions shall constitute a waiver of right or remedy.

If any provision of these Terms and Conditions is invalid or unenforceable, this shall not affect the validity of the other provisions of these Terms and Conditions.

Provisions regarding payment, confidentiality, limitation of liability, governing law and disputes, and any other provision that by its nature extend beyond the term of the provision of Services shall survive for a reasonable period or until the fulfilment of the relevant obligation.

These Terms and Conditions shall be governed by the laws of Thailand. The parties hereto submit to the non-exclusive jurisdiction of the courts of Thailand.