Terms of Service

Section 1

Parties

These Terms of Service ("Terms") constitute a legally binding agreement between:

Service Provider

InnOpen Group Kft., an IT services and ERP consultancy company registered in Hungary ("InnOpen", "we", "us", or "our")

Website

www.innopen.eu

Country

Hungary (EU)

Client / User

Any individual or legal entity accessing or using our website, portals, or services ("you" or "your")

Section 2

Services

InnOpen Group Kft. provides the following categories of services:

The specific scope, deliverables, timeline, and pricing of any engagement are defined in a separate written agreement, proposal, or statement of work agreed between InnOpen and the client.

Section 3

Account Access & Google Sign-In

Access to certain services and portals requires a user account. You may register directly or use Google Sign-In (OAuth 2.0) where available.

Your Responsibilities

• You are responsible for maintaining the confidentiality of your account credentials.
• You must provide accurate, current, and complete information when registering or updating your account.
• You must notify us immediately of any unauthorised access to or use of your account.
• You may not share your account credentials with third parties or allow others to access services on your behalf without our written consent.

Google Sign-In

If you choose to authenticate via Google Sign-In, your use of that feature is also governed by Google's Terms of Service and Google's Privacy Policy. We collect only the minimum profile information necessary to create and manage your account. See our Privacy Policy for full details.

Account Termination

We reserve the right to suspend or terminate accounts that violate these Terms, remain inactive for an extended period, or are associated with fraudulent or abusive activity.

Section 4

Acceptable Use

You agree to use our website, portals, and services only for lawful purposes and in a manner consistent with these Terms. You must not:

• Use our services to transmit unlawful, harmful, defamatory, or fraudulent content
• Attempt to gain unauthorised access to our systems, infrastructure, or other users' accounts
• Introduce viruses, malware, or other malicious code into our systems
• Scrape, harvest, or systematically extract data from our website or portals without prior written consent
• Use our services in a way that violates applicable Hungarian, EU, or international laws or regulations
• Reverse engineer, decompile, or attempt to derive the source code of our proprietary software
• Impersonate InnOpen, its employees, or any other person or entity

Violation of this section may result in immediate account suspension, termination, and, where applicable, reporting to the relevant legal authorities.

Section 5

Intellectual Property

InnOpen's Property

All content on www.innopen.eu — including text, graphics, logos, software, documentation, and custom Odoo modules developed by InnOpen — is the intellectual property of InnOpen Group Kft. or its licensors and is protected under applicable copyright, trademark, and intellectual property laws. You may not reproduce, distribute, or create derivative works without our prior written consent.

Client Deliverables

Unless otherwise agreed in writing, upon full payment of all applicable fees, InnOpen assigns to the client all intellectual property rights in custom software, modules, or other deliverables specifically created for that client under a project agreement.

Odoo Platform

Odoo is an open-source ERP platform developed and maintained by Odoo S.A. Use of the Odoo platform is subject to the Odoo Enterprise Agreement or the applicable open-source licence. InnOpen acts as an independent Odoo partner and is not affiliated with or endorsed by Odoo S.A.

Section 6

Fees & Payment

Pricing

Fees for services are set out in individual proposals, contracts, or quotations. All prices are stated in Hungarian Forints (HUF) or Euros (EUR) as agreed, and are exclusive of VAT unless stated otherwise.

Invoicing

Invoices are issued in accordance with the terms agreed in the applicable project contract. Standard payment terms are 15 days from the invoice date unless otherwise specified.

Late Payment

Late payments may be subject to statutory interest in accordance with Hungarian Act XXXII of 2016 on late payment in commercial transactions. We reserve the right to suspend services for overdue accounts.

Expenses

Reasonable out-of-pocket expenses incurred in the delivery of services (e.g. travel, accommodation, third-party software licences) will be invoiced at cost unless a fixed-fee arrangement has been agreed.

Section 7

Confidentiality

Both parties agree to keep confidential any non-public information disclosed in the course of an engagement that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information").

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was already known to the receiving party prior to disclosure
• Is independently developed without use of the disclosing party's Confidential Information
• Must be disclosed by law or court order (with prior notice to the disclosing party where legally permitted)

Confidentiality obligations survive the termination of any service agreement for a period of three (3) years.

Section 8

Data Protection

The collection, use, and storage of personal data in connection with our services is governed by our Privacy Policy, which forms part of these Terms. Both parties agree to comply with all applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and the Hungarian Act CXII of 2011.

Where InnOpen processes personal data on behalf of a client as a data processor, the parties will enter into a separate Data Processing Agreement (DPA) in accordance with GDPR Article 28.

Our Privacy Policy is available at www.innopen.eu/privacy.

Section 9

Warranties & Disclaimer

InnOpen's Warranty

InnOpen warrants that services will be performed with reasonable skill and care, and that deliverables will materially conform to the agreed specifications for a period of 30 days following delivery. We will remedy material defects reported within this period at no additional charge.

Disclaimer

Except as expressly stated above, our website and services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our website will be uninterrupted, error-free, or free from viruses or other harmful components. We are not responsible for the content of third-party websites linked from our site.

Section 10

Limitation of Liability

To the maximum extent permitted by applicable law:

• InnOpen's total liability arising out of or in connection with any service engagement shall not exceed the total fees paid by the client for the specific service giving rise to the claim in the twelve (12) months preceding the event.
• InnOpen shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunity, or goodwill, even if advised of the possibility of such damages.
• Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

These limitations apply regardless of the legal theory under which damages are sought (contract, tort, statute, or otherwise).

Section 11

Third-Party Services

Our services may integrate with or depend upon third-party platforms and services. These include, but are not limited to:

InnOpen is not responsible for the availability, accuracy, or practices of any third-party service. Your use of such services is at your own risk and subject to their respective terms.

Section 12

Termination

By the Client

You may terminate an ongoing service engagement by providing written notice as specified in the applicable project contract. Fees for work completed up to the termination date remain payable.

By InnOpen

We may terminate or suspend services immediately and without notice in the event of a material breach of these Terms, non-payment of fees, or if continuing to provide services would violate applicable law.

Effect of Termination

Upon termination, all licences granted under these Terms cease. Sections relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.

Section 13

Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Hungary, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

In the event of a dispute arising from or in connection with these Terms or any service engagement, the parties agree to first attempt to resolve the matter amicably through good-faith negotiation within 30 days of written notice of the dispute.

If the dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the competent courts of Budapest, Hungary. Consumer users within the EU also have the right to use the European Commission's Online Dispute Resolution platform.

Section 14

Changes to These Terms

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. We will notify you of material changes by:

• Posting the updated Terms at www.innopen.eu/terms with a revised effective date
• Displaying a prominent notice within the Odoo portal or application
• Sending an email notification where the change materially affects your rights or obligations

Continued use of our services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of our services and notify us in writing.