General Terms And Conditions


These general terms and conditions (hereinafter referred to as "Terms and Conditions") apply to all agreements, orders, purchases, quotes, offers, invoices, and credit notes between Steinert Co., Ltd., with registered office at 3/5 Nonsee Road, Chong Nonsi, Yannawa, Bangkok 10120, Thailand and registered with the Thai authorities under number 0105544040663 (hereinafter: Steinert) and the Client (hereinafter: "Client"), hereinafter jointly referred to as "Parties".


Purpose
1.1. Steinert will provide certain services to the Client on the basis of the terms and conditions of these General Terms and Conditions. "Services" means the performance of various activities in accordance with our offers.

Delivery
2.1. The Services shall be continuously delivered as agreed between the Parties. If a planning for the provision of the Services is agreed upon between the Parties, Steinert shall be entitled to charge the Client for the planned working hours if the Client unilaterally wishes to deviate from the agreed planning at a later stage, up to a maximum of 5 working days of planned but unexecuted working hours. A working day shall be deemed to be 8 man-hours within the context of this Agreement. All delivery periods mentioned by Steinert are always indicative and shall never bind Steinert, except by mutual agreement between the Parties. Steinert shall not be bound by delivery periods that cannot be met due to circumstances beyond its control. If a deadline is in danger of being exceeded, the Parties shall consult with each other as soon as possible.

Prices and Invoicing
3.1. Steinert invoices, either monthly or interim, based on the actual hours worked by Steinert and in accordance with the hourly rates for work on demand as set out in the table below. Unless otherwise agreed, all work shall be carried out on demand. Building reports, conversion processes, and making documentation shall always be carried out on demand. The Client shall pay the invoice within thirty (30) days of the invoice date. Unless otherwise indicated, all work-on-demand prices are stated in Thai baht and are exclusive of VAT. These prices are exclusive of additional costs, including but not limited to travel expenses.

Normal working hours: 2000 THB / hour
Outside normal working hours: 2500 THB / hour

Transport fee (outside of BKK area): 8 THB / KM by car, motorbike. Or respective transport costs (taxi, bus, airplane, train,...).

3.2. Odoo shall conclude a license agreement directly with the Client, which includes Odoo support.
If the Client has not signed a license agreement with Odoo (hereinafter: Odoo Enterprise Agreement), all work required to resolve a bug in Odoo shall be charged by Steinert on demand.
If the Client has signed an Odoo Enterprise Agreement, the following work shall be charged on demand:
• Coordination with Odoo for bug resolution;
• If Odoo does not acknowledge the bug, all work to coordinate and resolve the problem.
3.3. If it is necessary to purchase additional modules from the Odoo Community, this will be done in consultation between the Parties, and any costs incurred will be passed on to the Client.
3.4. Before the commencement of the Services, the Client shall pay an advance payment of 30% (hereinafter: "Advance Payment") to Steinert. Steinert is only obliged to provide the Services after receipt of payment of the Advance Payment. Any delay in payment shall result in a delay in the provision of the Services.
3.5. In case of late payment, even partial payment, Steinert shall have the right to suspend the provision of the Services without prior notice until the moment of full payment of all outstanding and/or due invoices by the Client, without the Client being entitled to any compensation for any interruption in the provision of the Services. This is without prejudice to Steinert’s right to demand payment of all amounts owed by the Client, including the various costs incurred as a result of late payment, and without prejudice to Steinert’s other rights under applicable law. In any case, the timely payment of the invoices pursuant to these General Terms and Conditions shall constitute an essential obligation for the Client.
3.6. Late payment of the invoices by the Client shall automatically and without prior notice result in an increase of the invoice amount with interest of in accordance with the excessive interest rate prohibition act, B.E. 2560 (2017), from the due date of the invoice.
3.7. As of the due date of the invoice, the invoice amount shall automatically and without prior notice be increased by a lump sum compensation of 5% of the outstanding invoice amount, with a minimum of 2000 THB per late paid invoice, to cover the extrajudicial collection costs of the invoices. The Parties agree that this lump sum increase is a genuine estimate of the loss suffered by Steinert as a result of late payment by the Client.

Obligations of the Client
4.1. The 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 agreed Services.
4.2. If the Client already uses the Odoo open-source environment, it shall provide at least two separate access points for the Client to its systems, which are remotely accessible via Virtual Private Network, for the performance of the Services. If the Client cannot provide at least two separate access points, it shall rent a development, acceptance, and test environment from Steinert.
4.3. The 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.
4.4. 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 the agreements, or if the Client otherwise fails to fulfill its obligations, Steinert shall have the right to suspend the performance of the Services and shall have the right to charge the resulting costs.

Liability
5.1. All obligations included by Steinert in these General Terms and Conditions are obligations of effort and can in no case be considered as obligations of result.
5.2. Complaints from the Client regarding the quantity or quality of Services delivered in the execution of this Agreement must be submitted in writing to Steinert no later than five (5) working days after the provision of the Services, under penalty of forfeiture. If the complaints are found to be well-founded by Steinert, this will not lead to any other or further obligation of Steinert than the obligation to make an effort to perform the Services properly (remediation in kind). Only if this is not possible, it is solely liable for compensation for the proven direct damage caused by its 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 to be performed by Steinert. 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.
5.3. Any liability of Steinert 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 these General Terms and Conditions, regardless of the form of action, whether in contract, tort (including negligence) or any other legal or equitable theory, even if a Party has been advised of the possibility of such damages, or if the remedy of a Party otherwise fails of its essential purpose, is excluded.
5.4. Steinert shall not be obliged to comply with any agreed obligation if it is prevented from doing so as a result of force majeure. The agreed obligations shall be suspended in such a case in whole or in part for the duration of the force majeure, without Steinert being liable for any damages to the Client. Force majeure includes events that are reasonably beyond the control of the Parties, including but not limited to: strikes, total or partial transport stagnation, electricity and telecommunication failures, business disruptions, non-performance and/or force majeure of suppliers, licensing requirements and other legal and administrative requirements, death of an involved employee, severe illness of an involved employee, prohibitions or orders of the authorities, pandemic and epidemic including but not limited to the Covid-19 virus.
5.5. If the force majeure situation has lasted for more than three (3) months, the Parties have the right to terminate the Agreement in writing, by registered letter, without prior recourse to a court and without any compensation. In such a case, Steinert shall be entitled to payment by the Client of all Services already delivered and of the costs already incurred with a view to future performance of the obligations.
5.6. The failure by Steinert to fulfill its contractual obligations as a result of such force majeure situations shall not be grounds for termination, dissolution, or suspension of the execution of the agreement by the Client.

Non-Solicitation
6.1. During the provision of the Services, neither party shall directly or indirectly approach any employee, whether or not employed by the other party, with a view to soliciting their employment.
6.2. This prohibition applies both during the provision of the Services and for a period of at least one year after its termination.
6.3. In the event that one of the Parties breaches the provisions of this article, it shall be liable to the other Party, without any notice of default or judicial intervention being required, for compensation that will be determined by mutual agreement between the Parties at a flat rate of THB 500 000 (five hundred thousand Thai baht) per established breach, without prejudice to the right to prove higher damages and claim additional compensation.

Intellectual Property Rights
7.1. 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.

Confidentiality
8.1. Parties undertake to keep confidential all confidential information they receive about the other Party's business, including the agreements and commitments made between them, as well as all information related to the Services and resulting agreements, quotations, analyses, design documentation, and other documentation, unless agreed otherwise. Parties also impose this obligation on their employees and third parties engaged by them to perform the Agreement.
8.2. Confidential information includes in any case all information that becomes known to the other Party in the context of the performance of the Services, information that should be considered confidential by its nature, including but not limited to personal data provided by the Client, or information designated as such by one of the Parties.
8.3. The Parties acknowledge and accept that any breach of this confidentiality clause will give rise to payment of a lump sum compensation of THB 200,000 to the other Party, without prejudice to the right of that Party to prove that the actual damages suffered are higher, in which case such damages must be compensated.

Applicable Law and Disputes
9.1. This Agreement is governed by Thai law, with the express exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
9.2. Any dispute between Parties concerning the validity, interpretation, performance, and/or termination of the Agreement shall be exclusively submitted to the competent court of the judicial district of Bangkok.

Final Provisions
10.1. Provisions of these General Terms and Conditions are not applicable to the extent that they may be in conflict with mandatory provisions of applicable law. If any provision of these General Terms and Conditions is invalid or unenforceable, this shall not affect the validity of the other provisions of these General Terms and Conditions.
10.2. The fact that one of the Parties may have waited or failed to enforce any obligation of the other Party under or in connection with these General Terms and Conditions does not mean that the Party waives its rights in that regard or that it has forfeited those rights.