General Terms and Conditions

1. Scope and Application

These Terms of Business apply to all services supplied by Stefan Kneisel trading as PureVision Digital, a sole trader established at 6 Croftwell Drive, Dublin 24, D24 EY9D, Ireland, registered under the business name PureVision Digital with the Companies Registration Office under number 791088 (“PureVision Digital”, “we”, “us” or “our”).

These Terms apply exclusively to customers acting for purposes relating to their trade, business, craft or profession (“Client”). PureVision Digital does not contract with consumers under these Terms.

These Terms apply to PureVision Digital’s general agency and technology services, Odoo services, VisionService development services and VisionConnect software-as-a-service services, unless a specific written agreement states otherwise.

2. Contract Documents and Order of Precedence

The contract consists of the applicable quotation, proposal, order form, Statement of Work, subscription order, service agreement or other written project agreement (“Order”), these Terms and, where applicable, a Data Processing Agreement (“DPA”).

If there is a conflict, the Order prevails for commercial and project-specific matters. The DPA prevails for processing of personal data on behalf of the Client. These Terms apply to all matters not expressly varied by the Order.

3. Formation of Contract

A contract is formed when the Client accepts an Order in writing, confirms an order by email, signs an agreement, issues a purchase order accepted by PureVision Digital, pays an agreed deposit or subscription fee, or instructs PureVision Digital to begin work.

Any amendment to the agreed scope, deliverables, capacity, subscription, timetable or commercial terms must be agreed in writing.

4. General Services

PureVision Digital provides digital consultancy, software development, Odoo consulting and implementation, integrations, data migration, support, training, web and digital process services and related technical services.

PureVision Digital is responsible only for services expressly included in the agreed scope. Additional requirements, changes or work outside scope may be quoted separately or charged on a time-and-materials basis at the applicable rate.

Unless expressly guaranteed in writing, project dates and delivery dates are estimates rather than fixed deadlines.

5. Client Responsibilities

The Client must provide all information, decisions, content, credentials, access, test data, documentation and cooperation reasonably required for the services.

The Client is responsible for the legality, accuracy, completeness and quality of materials and data supplied to PureVision Digital and for ensuring that it has all necessary rights and legal bases to provide them.

The Client must maintain appropriate internal approvals and business continuity arrangements. Delays caused by missing information, unavailable systems, delayed approvals, third-party providers or other matters outside PureVision Digital’s reasonable control extend the timetable accordingly.

Additional work caused by incomplete, incorrect or subsequently changed Client information may be charged separately.

6. Feedback, Changes and Acceptance

Unless the Order states otherwise, two reasonable correction or revision rounds are included for design, configuration or comparable deliverables. A revision round means one consolidated set of feedback within the agreed scope and does not include a material change of concept, functionality or project objective.

Further revisions or changes outside scope may be charged separately.

The Client must review deliverables within a reasonable period. A deliverable will normally be treated as accepted when the Client confirms acceptance, places it into production or operational use, or does not report a material non-conformity within seven business days after delivery.

Minor defects that do not materially prevent use of the deliverable do not entitle the Client to reject the entire project or withhold undisputed payments.

7. Fees, Invoicing and Taxes

Fees are stated in the applicable Order or invoice. Unless expressly stated otherwise, fees are exclusive of VAT and other taxes legally chargeable.

Invoices are payable within 14 days of the invoice date unless a different term is stated in the Order or invoice. Deposits, advance payments and milestone payments must be received before PureVision Digital is required to begin or continue the corresponding work.

Third-party licences, subscriptions, hosting fees, marketplace fees, advertising spend, domains and other external costs are excluded unless expressly included.

For cross-border B2B supplies, including supplies to VAT-registered business customers in Germany or other EU Member States, VAT will be handled in accordance with the applicable place-of-supply and reverse-charge rules. The Client must provide a valid VAT identification number where required and promptly notify PureVision Digital of any change to its VAT status.

PureVision Digital may charge statutory interest and recovery compensation on overdue commercial payments where available under applicable law and may suspend services after reasonable notice if an undisputed invoice remains overdue.

8. VisionService – Development Services and Capacity

PureVision Digital may provide software development, technical consulting, implementation, support and related development capacity to agencies and other business customers under the service name “VisionService”.

VisionService is provided as an independent B2B service. It is not intended to constitute the leasing, hiring-out or temporary assignment of personnel to the Client.

PureVision Digital remains responsible for organising and delivering the agreed services and for allocating, managing and, where necessary, replacing its personnel, contractors and development resources. The Client may set project requirements, priorities, technical specifications, acceptance criteria and delivery requirements, but should not exercise employer-type authority over individuals engaged by PureVision Digital.

The Client must not determine remuneration, holidays, disciplinary matters, working conditions or other employment matters of PureVision Digital personnel. Where a named developer is requested, PureVision Digital will use reasonable efforts to maintain continuity but does not guarantee permanent availability of that individual.

Where the Client purchases a fixed monthly or other reserved capacity block, that capacity is reserved for the Client for the agreed period and is billed as stated in the Order. Unless the Order expressly provides otherwise, unused reserved capacity does not automatically roll over to a later period.

Timesheets, ticket systems, repository activity, project reports or comparable records may be used to evidence work performed and capacity consumed.

Unless expressly agreed otherwise, VisionService is performed remotely from locations selected and controlled by PureVision Digital. If the Client requires personnel to physically perform services in Germany or another jurisdiction, this requires PureVision Digital’s prior written approval and may be subject to additional employment, posting, immigration, tax, social-security or temporary-agency-work requirements.

Nothing in the contract authorises the Client to integrate PureVision Digital personnel into the Client’s organisation in a manner that would create an employment relationship or regulated temporary agency arrangement. The parties will cooperate in good faith to adjust the operating model if mandatory law requires a different structure.

9. Odoo Services

Where PureVision Digital provides Odoo-related services, the modules, edition, integrations, users, customisations, migration scope, hosting and deliverables are determined by the Order.

Odoo Community, Odoo Enterprise and third-party modules are subject to their respective licences and terms. Unless expressly included, PureVision Digital is not responsible for licence or subscription fees payable to Odoo S.A. or third parties.

PureVision Digital does not control the continued availability, licensing, pricing or technical decisions of Odoo S.A. or third-party module providers. Changes to Odoo, APIs, operating systems, browsers or third-party applications may require additional development or maintenance.

Data migrations depend on the quality of source data. PureVision Digital does not guarantee that incomplete, inconsistent, duplicated, corrupted or technically incompatible source data can be migrated without adjustment or loss of unusable data. The Client must review migrated data promptly.

10. VisionConnect – SaaS Middleware

PureVision Digital provides a software-as-a-service middleware platform under the name “VisionConnect”. VisionConnect is designed to connect Odoo with third-party marketplaces, platforms and services, which may include Amazon, eBay and other channels supported from time to time.

The exact connectors, functions, transaction volumes, environments, support level and other features included in the Client’s subscription are determined by the applicable Order or subscription plan.

10.1 Licence and Right of Use

For the duration of a paid subscription, PureVision Digital grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right to access and use VisionConnect for the Client’s internal business purposes and for the connected accounts identified in the Order.

The Client does not acquire ownership of VisionConnect, its source code, architecture, connectors, libraries, documentation or other intellectual property.

10.2 Subscription, Renewal and Billing

Unless the Order states otherwise, VisionConnect is billed monthly in advance and renews automatically from month to month until terminated. The Client may terminate with effect from the end of the current billing period unless a different minimum term or notice period has been agreed.

Fees for a subscription period that has already begun are not refundable on a pro-rata basis unless required by law or expressly agreed by PureVision Digital.

PureVision Digital may change subscription pricing on reasonable prior notice. A price change will apply no earlier than the next renewal period following the notice.

10.3 Connected Accounts and Marketplace Rules

The Client is responsible for maintaining all marketplace, platform, Odoo and other third-party accounts, permissions, subscriptions and credentials required for its use of VisionConnect.

The Client remains solely responsible for compliance with the terms, seller policies, product rules, tax obligations and legal requirements applicable to its Amazon, eBay or other marketplace accounts. PureVision Digital is not the marketplace operator, seller, merchant of record or contracting party in transactions between the Client and its marketplace customers.

10.4 Third-Party APIs and Platform Changes

VisionConnect depends on APIs, authentication methods and technical interfaces controlled by third parties. PureVision Digital does not control their continued availability, rate limits, functionality or technical design.

Third parties may change, restrict, suspend or discontinue APIs or functions at any time. PureVision Digital will use commercially reasonable efforts to maintain supported connectors, but does not guarantee that every third-party feature will remain permanently available. Material adaptation work caused by third-party changes may result in changes to functionality, implementation requirements or pricing.

10.5 Data Synchronisation and Client Monitoring

VisionConnect may exchange or synchronise data such as products, inventory, prices, orders, customer details, shipping information and marketplace identifiers between connected systems.

Because processing depends on multiple independent systems and networks, uninterrupted or error-free synchronisation cannot be guaranteed. The Client remains responsible for reasonably monitoring critical business information, including orders, stock levels, prices, tax settings and fulfilment status, and must promptly report material discrepancies.

10.6 Availability, Maintenance and Support

PureVision Digital will use commercially reasonable efforts to maintain VisionConnect in a secure and operational condition. Temporary interruptions may occur because of maintenance, security updates, infrastructure failures, emergency work or failures of connected third-party services.

Specific uptime commitments, response times or service credits apply only where expressly set out in a separate Service Level Agreement.

10.7 Acceptable Use

The Client must not attempt unauthorised access, circumvent security or technical restrictions, reverse engineer VisionConnect except where such restriction is prohibited by mandatory law, interfere with the service, use it unlawfully, transmit malicious code or permit unauthorised third parties to use the service.

The Client must not intentionally use VisionConnect to process special-category personal data, criminal-offence data, full payment-card data or other unusually sensitive data unless expressly agreed in writing and appropriate safeguards have been implemented.

10.8 Suspension

PureVision Digital may temporarily suspend VisionConnect where reasonably necessary because of overdue undisputed subscription fees, a material security risk, suspected unlawful activity, material breach, abusive use, an urgent threat to systems or data, or restrictions imposed by a connected platform or infrastructure provider.

Where reasonably possible, PureVision Digital will notify the Client before suspension and will restore access when the relevant issue has been resolved.

10.9 Termination and Data

When the subscription ends, the Client’s right to use VisionConnect ends. Where technically available, the Client may request a reasonable export of Client-controlled data before termination or during a reasonable transition period agreed with PureVision Digital.

PureVision Digital may delete Client Personal Data after termination in accordance with the DPA, legal retention duties and ordinary backup cycles.

10.10 Service Changes

PureVision Digital may develop, update and change VisionConnect to improve security, performance, compatibility or functionality. PureVision Digital will not intentionally remove a material paid core function during a current fixed subscription term without reasonable notice, except where required for security, legal compliance or because a third-party platform has removed the underlying capability.

11. Third-Party Services and Integrations

Projects and subscriptions may depend on services supplied by third parties, including Odoo, Hetzner, CloudPepper, Google, Amazon, eBay, payment providers, API providers and other platforms.

PureVision Digital is not responsible for outages, discontinuation, policy changes, security incidents, restrictions or failures caused by third-party services outside PureVision Digital’s reasonable control.

Work required because a third party changes an API, software version, authentication method, licence, technical specification or policy may be charged separately unless expressly covered by the applicable Order.

12. Hosting, Infrastructure and Backups

PureVision Digital currently operates its own self-hosted Odoo environment on Hetzner infrastructure with the production server located in Falkenstein, Germany, and uses CloudPepper for management of relevant Odoo environments. Backups managed through this setup are stored on Hetzner infrastructure.

Specific hosting, backup, disaster-recovery and retention arrangements for a Client service are determined by the applicable Order or DPA.

No internet-connected system can be guaranteed to be continuously available or completely secure. Unless PureVision Digital has expressly accepted responsibility for backups in writing, the Client remains responsible for maintaining independent backups of critical Client-controlled systems and data before major changes or migrations.

13. Intellectual Property

The Client retains ownership of materials and intellectual property supplied by the Client.

PureVision Digital retains all rights in its pre-existing software, VisionConnect, templates, libraries, frameworks, tools, methods, know-how, reusable components and other materials developed independently of a Client-specific deliverable.

Unless an Order expressly provides for assignment of intellectual property, once all relevant fees have been paid PureVision Digital grants the Client a perpetual, worldwide, non-exclusive licence to use and modify Client-specific deliverables for the Client’s own business purposes.

Any agreed assignment of intellectual property takes effect only after full payment. Open-source software, Odoo components, third-party modules, fonts, stock materials and other third-party items remain subject to their own licences.

Unless the Client requests otherwise in writing or confidentiality obligations prohibit it, PureVision Digital may identify the Client as a customer and refer to completed public-facing work in its portfolio.

14. Data Protection

Each party must comply with applicable data protection law, including Regulation (EU) 2016/679 (“GDPR”) and, where applicable, the Irish Data Protection Act 2018 and other mandatory national data protection rules.

Where PureVision Digital determines the purposes and means of processing personal data, it acts as controller. Where PureVision Digital processes personal data solely on the documented instructions of a Client, including through VisionConnect or during certain VisionService, Odoo, migration or support activities, PureVision Digital acts as processor.

Where Article 28 GDPR applies, the PureVision Digital Data Processing Agreement forms part of the contract. The Client is responsible for ensuring that it has a lawful basis for personal data supplied to PureVision Digital and for providing required notices to data subjects.

PureVision Digital may use authorised sub-processors in accordance with the DPA. Client-selected marketplaces or platforms such as Amazon and eBay are not treated as PureVision Digital sub-processors merely because VisionConnect exchanges data with them on the Client’s instructions.

15. Confidentiality

Each party must keep confidential all non-public commercial, technical, financial and business information received from the other party and use it only for the contract.

Confidential information may be disclosed only to personnel, contractors, professional advisers and service providers who need access and are subject to appropriate confidentiality obligations, or where disclosure is required by law.

These obligations survive termination.

16. Standard of Service and No Guarantee of Business Results

PureVision Digital will perform professional services with reasonable skill, care and diligence.

Unless expressly guaranteed in writing, PureVision Digital does not guarantee any particular revenue, cost saving, ranking, conversion rate, marketplace sales volume, business performance or return on investment.

Business and technical recommendations are based on the information available at the time. Final commercial decisions remain the Client’s responsibility.

17. Limitation of Liability

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by law, including liability for fraud or fraudulent misrepresentation and liability for death or personal injury caused by negligence where applicable.

Subject to the above, PureVision Digital will not be liable for indirect or consequential loss, loss of anticipated profits or savings, loss of business opportunity, loss of goodwill, or losses caused by third-party platforms or services outside PureVision Digital’s reasonable control.

To the maximum extent permitted by law, PureVision Digital’s aggregate liability arising out of or relating to a particular project, VisionService engagement or VisionConnect subscription will not exceed the fees paid or payable to PureVision Digital for the affected service during the twelve months immediately preceding the event giving rise to the claim.

The Client remains responsible for maintaining business continuity procedures proportionate to the importance of its systems, marketplace operations and data.

18. Client Materials and Instructions

The Client is responsible for ensuring that its instructions, content, software, data and materials do not infringe third-party rights and do not require PureVision Digital to act unlawfully.

PureVision Digital may refuse instructions it reasonably believes are unlawful, infringing, fraudulent or technically unsafe.

The Client is responsible for third-party claims arising directly from unlawful or infringing Client-supplied materials, except to the extent the claim results from PureVision Digital’s own breach or misconduct.

19. Cancellation and Termination

A Client may cancel a project by written notice. The Client must pay for all work performed up to the effective cancellation date together with non-cancellable third-party costs, licences, commitments and expenses incurred for the project.

Either party may terminate for material breach if the breach is not remedied within 14 days after written notice where the breach is capable of remedy. Either party may terminate immediately where continuation would require unlawful conduct or the other party becomes insolvent.

Recurring VisionService arrangements and VisionConnect subscriptions may be terminated in accordance with their applicable Order and the specific provisions above.

Termination does not affect accrued payment obligations, confidentiality, intellectual property, data protection, liability provisions or other clauses intended to survive.

20. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including major internet or telecommunications failures, widespread infrastructure outages, natural disasters, acts of government, war, civil disturbance, industrial action, epidemics or failures of critical third-party platforms.

The affected party must take reasonable steps to minimise the impact.

21. Communications and Notices

Operational communications, approvals and project instructions may be given by email or through an agreed project management, ticketing or communication system.

Formal notices concerning termination or material disputes should be sent to the normal contractual contact and clearly state their purpose. PureVision Digital may be contacted at hello@purevisiondigital.com.

22. Changes to these Terms

PureVision Digital may update these Terms for future contracts and future Orders. Changes do not retrospectively alter an existing fixed project agreement unless agreed by the parties.

For recurring services, material changes may be notified in advance and may take effect from a future renewal period, subject to any agreed fixed term and mandatory law.

23. Governing Law, Jurisdiction and Mandatory Rules

These Terms and all contracts between PureVision Digital and the Client are governed by the laws of Ireland.

The courts of Ireland have jurisdiction over disputes arising from or relating to the contract unless the parties agree another dispute-resolution process in writing.

The choice of Irish law does not exclude the application of mandatory provisions of another jurisdiction that apply irrespective of the parties’ choice of law. This is particularly relevant where services are physically performed in another country or where mandatory employment, tax, social-security, data-protection or regulatory rules apply.

24. General

If any provision is invalid or unenforceable, the remaining provisions remain effective. Failure or delay in exercising a contractual right does not waive that right.

The Client may not assign the contract without PureVision Digital’s prior written consent, such consent not to be unreasonably withheld. PureVision Digital may use employees, contractors and specialist service providers while remaining responsible for its contractual obligations.

Nothing in the contract creates a partnership, employment relationship, joint venture or agency relationship between PureVision Digital and the Client.

Stefan Kneisel trading as PureVision Digital

6 Croftwell Drive

Dublin 24

D24 EY9D

Ireland

CRO Business Name Registration Number: 791088

Email: hello@purevisiondigital.com

Website: purevisiondigital.com

PureVision Digital · 6 Croftwell Drive, Dublin 24, D24 EY9D, Ireland · CRO 791088 · hello@purevisiondigital.com