Terms & Conditions
Last Updated: 03/11/2025
1. Introduction and Acceptance
These Terms and Conditions ("Terms") govern the provision of consulting services by Digital Serenity Srl ("Business,", "Consultant", "I," or "my"), a Belgian-registered business registered (Route de Philippeville 57, 5651 Walcourt. Belgium), to clients ("Client," "you," or "your") for Odoo strategic assessments, Odoo partner assistance, and related advisory services.
By engaging my services, signing a service agreement, or making payment for services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
2. Services Provided
2.1 Scope of Services
The Business provides the following advisory services:
• Odoo Strategic Assessment Services: Independent evaluation of Odoo ERP suitability for client organizations
• Odoo Partner Assistance Services: Technical support and mentorship for Odoo implementation partners
• PowerBI Integration Consulting: Advisory services for PowerBI integration with Odoo systems
• Related Consulting Services: As mutually agreed in individual service agreements
2.2 Service Packages
Services are offered in the following standard packages:
• Micro Business Assessment: Quick diagnostic including focused interview with decision-maker, high-level Odoo fit assessment, Go/No-Go recommendation, estimated cost range and timeline, and summary report delivered within 2-3 business days.
• Small Business Assessment: Process review with stakeholders, Odoo fit analysis, integration requirements overview, written recommendations with priorities, and follow-up Q&A session.
• Mid-sized Business Assessment: Pre-meeting review of the company documentation, workflow analysis, provisional roadmap and budget estimation, risk assessment, stakeholder interviews, and possibility of on-site meeting.
Custom engagements and add-on services are available upon request and will be specified in individual service agreements.
2.3 Nature and Scope of Assessments
Due to the limited time allocated to each service package, the assessments provided are not intended to be complete, exhaustive, or comprehensive analyses of the Client's business processes, technical infrastructure, or organizational requirements.
These services are designed to provide a high-level overview and strategic guidance to help Clients make an informed decision about whether Odoo is a suitable solution for their organization. The primary goal is to offer independent, expert advice on which direction to take—whether to proceed with Odoo, consider alternative solutions, or identify areas requiring further investigation before committing to an implementation project.
Clients requiring detailed technical specifications, comprehensive business process mapping, full integration architecture design, or in-depth change management planning should consider custom engagements with extended scope, which can be arranged separately.
2.4 Independence and Objectivity
The Consultant maintains complete independence from Odoo SA and Odoo implementation partners. I do not receive commissions, referral fees, or financial incentives from Odoo vendors, partners, or related parties. All recommendations are based solely on client best interests and professional judgment.
3. Client Obligations
3.1 Information and Access
Clients agree to:
• Provide timely access to relevant personnel, documentation, and systems
• Supply accurate and complete information necessary for service delivery
• Respond to information requests within reasonable timeframes
• Make key stakeholders available for scheduled interviews and meetings
• Complete any pre-assessment questionnaires or documentation requests
3.2 Decision Authority
The Client confirms that individuals engaging my services have appropriate authority to do so on behalf of their organization and to commit to the associated fees and obligations.
3.3 Cooperation
Delays in Client responses, access provision, or cooperation may impact project timelines. The Consultant reserves the right to adjust project schedules or fees if Client delays significantly impact resource allocation.
4. Fees and Payment Terms
4.1 Fee Structure
Services are provided based on fixed-fee packages as specified in Section 2.2, or as otherwise agreed in individual service agreements. All fees are quoted in Euros (€) and are exclusive of applicable taxes (VAT).
4.2 Payment Schedule
Unless otherwise agreed in writing:
• Standard Assessments: Full payment required upon booking confirmation, prior to service delivery
• Custom Engagements: As specified in individual service agreements
4.3 Payment Terms
• Invoices are payable within 30 days of invoice date
• Payment may be made by bank transfer or other methods as agreed
• Late payments may incur interest charges of 1.5% per month (or maximum allowed by law)
* Services may be suspended for accounts more than 30 days overdue
4.4 Expenses
Unless included in fixed-fee arrangements, reasonable and pre-approved expenses (travel, accommodation) will be invoiced separately at cost.
4.5 Taxes
All fees are exclusive of applicable taxes (VAT). Belgian VAT will be applied where required by law. Clients are responsible for all applicable taxes unless exempt with valid documentation.
5. Project Timeline and Deliverables
5.1 Timeline Estimates
Project timelines provided are estimates based on typical project conditions and assume timely Client cooperation. Standard deliverable timelines are:
• Micro Business Assessment: Report delivered within 2-3 business days of session
• Small Business Assessment: Report delivered within 5 business days of session
• Mid-sized Business Assessment: Report delivered within 7-10 business days of session
5.2 Deliverables
Specific deliverables will be outlined in the service agreement or proposal. Standard deliverables include assessment reports, recommendations, and follow-up sessions as specified in each package description.
5.3 Revisions
One round of minor revisions to deliverables is included based on factual corrections or clarifications. Substantial revisions or additional work beyond the agreed scope may incur additional fees.
6. Intellectual Property
6.1 Client Materials
All materials, data, and information provided by the Client remain the Client's property. The Consultant will use such materials solely for the purpose of delivering agreed services.
6.2 Consultant Deliverables
Upon full payment, the Client receives a non-exclusive license to use deliverables for internal business purposes. The Consultant retains ownership of methodologies, frameworks, templates, and general know-how developed prior to or independently of the engagement.
6.3 Restrictions
Clients may not resell, redistribute, or commercialize deliverables or methodologies; remove proprietary notices or attributions from deliverables; use Consultant methodologies to provide competing consulting services; or share deliverables with third parties without written consent (except as necessary for internal decision-making).
7. Confidentiality
7.1 Mutual Obligations
Both parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed during the engagement.
7.2 Confidential Information
Confidential Information includes business strategies, financial data, and operational information; technical specifications, system architectures, and proprietary processes; assessment findings and recommendations; and any information marked as confidential or that reasonably should be considered confidential.
7.3 Exceptions
Confidential Information does not include information that is publicly available through no breach of these Terms, was rightfully possessed prior to disclosure, is independently developed without use of Confidential Information, or is required to be disclosed by law or court order (with notice to the disclosing party).
7.4 Duration
Confidentiality obligations survive for 5 years following termination of the service relationship.
7.5 Data Protection
The Consultant complies with applicable data protection laws including GDPR. Personal data will be processed in accordance with applicable privacy regulations and used solely for service delivery purposes.
8. Warranties and Disclaimers
8.1 Professional Standards
The Consultant warrants that services will be performed with reasonable care and skill consistent with industry standards for independent consulting services.
8.2 No Implementation Warranties
The Consultant provides assessment and advisory services only. I do not warrant that Odoo or any recommended solution will meet all Client needs; guarantee implementation success by third-party vendors; warrant the accuracy of information provided by third parties (including Odoo SA or implementation partners); or guarantee specific business outcomes or ROI from following my recommendations.
8.3 Information Accuracy
While I strive for accuracy, assessments and recommendations are based on information provided by the Client (assumed to be accurate), my professional judgment and experience, current understanding of Odoo capabilities (which evolve over time), and industry best practices at the time of assessment.
8.4 Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. Limitation of Liability
9.1 Cap on Liability
The Consultant's total liability for any claims arising from services shall not exceed the fees paid for the specific service giving rise to the claim.
9.2 Exclusion of Damages
The Consultant shall not be liable for indirect, incidental, consequential, special, or punitive damages; lost profits, revenue, or business opportunities; implementation costs, delays, or failures by third parties; or decisions made based on Consultant recommendations.
9.3 Client Responsibility
The Client acknowledges that all business decisions regarding Odoo or other solutions remain solely the Client's responsibility. Assessment reports and recommendations are advisory only and do not constitute guarantees.
10. Client References
Unless the Client explicitly states otherwise in writing prior to or during the engagement, the Client grants Digital Serenity permission to use the Client's company name and logo as a reference on the Digital Serenity website and marketing materials. This reference will be limited to identifying the Client as a past or current client and will not include disclosure of confidential information, specific assessment findings, or recommendations without separate written consent.
11. Cancellation and Rescheduling
11.1 Client Cancellation
• More than 7 days before scheduled session: Full refund
• 3-7 days before scheduled session: 50% refund or reschedule at no charge
• Less than 3 days before scheduled session: No refund
11.2 Consultant Cancellation
In the event I must cancel due to illness or emergency, the Client will be offered rescheduling at no additional cost or a full refund.
11.3 Rescheduling
Rescheduling requests are subject to availability. One free reschedule is permitted with at least 3 days' notice.
12. Termination
12.1 Termination for Convenience
Either party may terminate an ongoing engagement with 14 days' written notice. The Client will pay for work completed to date.
12.2 Termination for Cause
Either party may terminate immediately if the other party materially breaches these Terms or the service agreement and fails to cure within 14 days of written notice; becomes insolvent or enters bankruptcy proceedings; or engages in illegal or unethical conduct.
12.3 Effect of Termination
Upon termination, Client pays for completed work, both parties return or destroy confidential information, and provisions regarding confidentiality, intellectual property, limitation of liability, and governing law survive.
13. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, pandemic, war, government actions, or infrastructure failures. Affected party must provide prompt notice and make reasonable efforts to mitigate impact.
14. Dispute Resolution
14.1 Negotiation
Parties agree to attempt good-faith resolution of any disputes through direct negotiation before pursuing formal proceedings.
14.2 Mediation
If negotiation fails, parties agree to attempt mediation before litigation. Mediation costs shall be shared equally.
14.3 Jurisdiction
Any disputes not resolved through mediation shall be subject to the exclusive jurisdiction of the courts of Belgium.
15. Governing Law
These Terms are governed by and construed in accordance with the laws of Belgium, without regard to conflict of law principles.
16. General Provisions
16.1 Entire Agreement
These Terms, together with any signed service agreement or proposal, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
16.2 Amendment
These Terms may be updated periodically. Material changes will be communicated to Clients, and continued engagement after such notice constitutes acceptance of updated Terms.
16.3 Severability
If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force and effect.
16.4 Waiver
Failure to enforce any provision does not constitute a waiver of the right to enforce that provision in the future.
16.5 Assignment
Client may not assign rights or obligations under these Terms without written consent. The Consultant may assign to successors or affiliates with notice to the Client.
16.6 Independent Contractor
The Consultant is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
16.7 Notices
All notices shall be in writing and sent to the addresses specified in the service agreement, with copies via email.
17. Contact Information
For questions about these Terms or my services, please contact:
Fabian Semal
Digital Serenity Srl
Email: fabian@digital-serenity.net
Phone: +32 472 75 75 78
Location: Belgium
18. Acknowledgment
By engaging my services, you acknowledge that you have read and understood these Terms, have had the opportunity to seek legal counsel regarding these Terms, agree to be bound by these Terms, and have authority to bind your organization to these Terms.
Company Registration Details:
Digital Serenity Srl
Registered address:
Route de Philippeville 57, 5651 Walcourt. Belgium
Company ID/VAT Number: BE 0800.754.596
These Terms and Conditions were last updated on 03/11/2025.