Advisory & structuring·OP.FLOWS·

OP Group

General Terms and Conditions of Sale

This English version is provided for information only; the French version is the sole legally binding version. General Terms and Conditions of Sale (GTC) Applicable to services provided by OP Group Sàrl-S, notably under the commercial brand OP.Flows Version: July 2026 1. Purpose These General Terms and Conditions of Sale (hereinafter the "GTC") govern all services performed by OP Group Sàrl-S, a company under Luxembourg law registered with the Luxembourg Trade and Companies Register under number B288184, including those marketed under the OP.Flows brand. They apply to all consulting, ERP integration, software development, automation, artificial intelligence, digital marketing, website creation, maintenance, support and training services, as well as any related service offered by OP Group. Any order implies unreserved acceptance of these GTC. 2. Services Services may notably include: integration of Odoo solutions; audit of business processes; bespoke development; configuration and customisation of software; data migration; corrective and evolutive maintenance; assistance and support; hosting and technical support; digital transformation consulting; artificial intelligence and automation; creation of websites and e-commerce platforms; search engine optimisation (SEO); advertising campaigns; training. This list is not exhaustive. 3. Quotes Every service is subject to a quote, a commercial proposal or a contract. The quote becomes contractual upon written acceptance or upon commencement of the services. Quotes are valid for 30 days, unless otherwise stated. 4. Prices Prices are expressed in euros. Unless stated otherwise: prices are exclusive of VAT; any travel expenses may be invoiced separately; software licences, Odoo subscriptions, hosting, cloud services or third-party software are invoiced separately when not explicitly included. 5. Payment terms Unless otherwise agreed: payment within 30 days of the invoice date; any deposit requested is payable before the services begin. Any late payment may result in: late payment interest in accordance with Luxembourg law; a fixed collection indemnity where permitted by law; suspension of ongoing services. 6. Timelines The timelines communicated are given as an indication. They may be adjusted notably in the event of: additional requests from the Client; delays in the transmission of information; delays in validation; dependency on a third-party provider. OP Group cannot be held liable for delays resulting from these circumstances. 7. Client obligations The Client undertakes notably to: provide all necessary information; appoint a main point of contact; actively collaborate on the project; validate deliverables within a reasonable time; hold the necessary rights over the data provided. Any delay attributable to the Client may result in a shift in the schedule. 8. Additional services Any request not included in the initial quote may be subject to: a supplementary quote; time-based billing. No additional service shall be deemed included without agreement of the parties. 9. Maintenance and support Where maintenance or support services are subscribed to, they are performed in accordance with the corresponding commercial offer or contract. Unless a specific contract states otherwise, no service level agreement (SLA) is guaranteed. 10. Acceptance of deliverables The Client has a reasonable period to report any anomaly after delivery. In the absence of comments within this period, or in the event of going live, the deliverables are deemed accepted. 11. Warranty OP Group undertakes to provide its services in accordance with best practice. However, no guarantee is given regarding: the total absence of errors; compatibility with third-party software not initially planned; future performance; search engine ranking; commercial results. 12. Liability OP Group is bound by an obligation of means. Its liability may only be engaged in the event of proven fault. In any event, except in the case of gross or intentional misconduct, OP Group's total liability is limited to the amount actually paid by the Client for the service concerned during the previous twelve months. OP Group cannot be held liable for indirect losses, notably: loss of turnover; loss of operation; loss of data; loss of image; loss of opportunity. 13. Third-party software Services may involve software or services published by third parties (notably Odoo, Google, Microsoft, Meta, Stripe, Shopify, OpenAI or any other provider). OP Group is not responsible for: their availability; their evolution; their interruptions; their terms of use; their pricing changes. The Client remains bound by the terms of these providers. 14. Intellectual property Unless otherwise stated: OP Group retains all rights over its methods, tools, generic developments, libraries, models, scripts and know-how. The Client benefits from a right to use the developments specifically carried out for it once all amounts due have been paid in full. Third-party software remains subject to its respective licences. 15. Confidentiality Each party undertakes to keep confidential the information obtained in the context of the business relationship. This obligation remains applicable for five years after the end of the collaboration. 16. Personal data Personal data processing is carried out in accordance with the Privacy Policy available on OP Group's website and with the General Data Protection Regulation (GDPR). 17. Force majeure Neither party may be held liable for a delay or failure to perform resulting from a case of force majeure. The following are notably considered as such: natural disasters; fires; major breakdowns; cyberattacks; strikes; administrative decisions; long-term unavailability of a critical provider. 18. Termination Each party may terminate the contract in accordance with the terms set out in the quote or contract. Services performed up to the termination date remain due. Licences, subscriptions or recurring services already committed to remain invoiceable in accordance with the commitments made. 19. Commercial references Unless the Client objects in writing, OP Group may cite the name, logo and a brief description of the project carried out among its commercial references. No confidential information will be disclosed. 20. Governing law These GTC are governed by Luxembourg law. 21. Competent jurisdiction Any dispute relating to the interpretation, performance or validity of these GTC falls within the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg. Last updated: July 2026 © OP Group Sàrl-S – All rights reserved.