1. Scope and Contractual Framework
1.1 These Product and Service Terms apply to Products and Services provided by consenso GmbH (“consenso”) to business customers, including Products and Services marketed under the CONSENSO and CONSENSO TECH brands and through the websites consenso-solutions.ch and consenso.tech.
1.2 These Product and Service Terms supplement consenso’s General Terms and Conditions (“GTC”). The applicable quotation, Sales Order, Statement of Work (“SOW”), Master Services Agreement (“MSA”), Service Level Agreement (“SLA”), these Product and Service Terms and the GTC together form the contractual framework for the relevant engagement.
1.3 In the event of a conflict, the following order of precedence shall apply:
(a) the applicable signed SOW or Sales Order;
(b) the applicable signed MSA;
(c) the applicable SLA, solely in relation to the service levels specifically regulated therein;
(d) these Product and Service Terms; and
(e) the GTC.
1.4 A document higher in the order of precedence shall prevail only in relation to the specific subject matter addressed in that document.
2. Service Categories
2.1 ERP and Odoo Consulting
ERP and Odoo consulting may include ERP readiness assessments, target operating models, business case and roadmap development, process and organisational design, solution architecture, governance, change management and functional consulting relating to Finance, Controlling, Sales, CRM, Procurement, Logistics, Inventory, Manufacturing, Projects, HR, e-commerce and other business functions.
2.2 Odoo Implementation and Rollout Services
Odoo implementation and rollout services may include requirements analysis, fit-gap analysis, configuration, custom development, testing, data migration, training, go-live preparation, deployment, hypercare and international, multi-company or multi-country rollouts for Odoo Community and Odoo Enterprise.
The binding scope, deliverables, assumptions, exclusions, responsibilities, acceptance criteria, timeline and commercial conditions shall be defined in the applicable quotation, Sales Order or SOW.
2.3 System Integration and Interface Development
System integration services may include the analysis, architecture, design, development, implementation, testing, deployment, monitoring and maintenance of interfaces, APIs, connectors, event streams and data flows between ERP systems, CRM platforms, web shops, financial systems, logistics providers, business applications, data platforms and other third-party systems.
Unless expressly agreed otherwise, consenso shall not be responsible for the availability, functionality, licensing, modification, security or performance of third-party systems or services.
2.4 Business Intelligence, Data Analytics and Reporting
Business Intelligence and Data Analytics services may include reporting strategy, KPI design, dashboard development, semantic modelling, data visualisation, management reporting, self-service BI, data quality analysis and the implementation or enhancement of reporting solutions.
2.5 Data Platforms, Data Warehouses and Data Engineering
Data platform and data engineering services may include the design, development, implementation and operation of data warehouses, lakehouses, data lakes, ETL or ELT processes, data pipelines, transformation logic, data models, data ingestion, orchestration and related cloud or on-premises infrastructure.
2.6 Master Data Management
Master Data Management services may include data governance, master data models, data ownership and responsibilities, data quality rules, validation, deduplication, enrichment, workflow design and the implementation of centralised master data solutions.
2.7 Software and Application Development
Software and application development services may include the analysis, design, development, testing, deployment and maintenance of web applications, backend services, APIs, mobile applications, data applications, internal tools, extensions and other custom software.
Unless expressly agreed otherwise, software development may be performed iteratively and may be refined through feedback, prototypes, pilots, minimum viable products and subsequent development phases.
2.8 Cloud, Hosting and Infrastructure Services
Cloud, hosting and infrastructure services may include architecture, setup, migration, deployment, administration, performance optimisation, backup, recovery, security configuration and operation of cloud, managed-hosting and on-premises environments.
Specific availability commitments, recovery objectives, response times, maintenance windows and service credits shall apply only where expressly agreed in an SLA or another signed contractual document.
2.9 Support, DevOps, Monitoring and Operations
Support and operational services may include incident analysis, troubleshooting, maintenance, monitoring, deployment automation, release management, version upgrades, security updates, performance optimisation, health checks and continuous improvement.
Service levels, support hours, response times, resolution targets, availability commitments, maintenance windows and escalation procedures shall apply only where expressly agreed in an SLA, quotation, Sales Order or SOW.
2.10 Process and AI Automation
Automation services may include workflow automation, document processing, system-triggered processes, intelligent data extraction, AI-supported workflows and the integration of artificial intelligence into operational processes and applications.
Unless expressly warranted in the applicable SOW, quotation or Sales Order, outputs generated or supported by artificial intelligence may require human review and are not warranted to be complete, accurate or suitable for legally, financially, medically or otherwise critical decisions.
2.11 Technical Advisory and Project Team Staffing
Technical advisory and staffing services may include architecture consulting, technology assessments, platform selection, technical roadmaps, project support and the temporary provision of consultants, engineers, developers, architects, data specialists, project managers and other experts.
Unless expressly agreed otherwise, personnel provided under a staffing or capacity model shall operate within the Customer’s project organisation and under the Customer’s project direction while remaining employees or subcontractors of consenso.
3. Engagement Models
3.1 Fixed-Price Engagements
For a fixed-price engagement, the agreed scope, deliverables, assumptions, exclusions, responsibilities, acceptance criteria, payment schedule and remuneration shall be defined in the applicable quotation, Sales Order or SOW.
A price shall constitute a binding fixed price only where it is expressly identified as such.
3.2 Time-and-Materials Engagements
Time-and-materials Services shall be invoiced based on the time actually spent and the applicable hourly or daily rates.
Budgets, estimates, capacity forecasts and anticipated total amounts do not constitute fixed prices, cost ceilings, minimum purchase commitments or guaranteed order values unless expressly stated otherwise in the applicable quotation, Sales Order or SOW.
Monthly or other capacity commitments shall apply only where expressly agreed.
3.3 Hybrid Engagements
A hybrid engagement may combine a fixed-price phase, pilot, prototype or minimum viable product with subsequent time-and-materials Services.
The engagement and commercial model applicable to each phase shall be defined in the applicable quotation, Sales Order or SOW.
4. Customer Responsibilities
4.1 To enable consenso to provide the Products and Services, the Customer shall:
(a) provide timely access to the systems, information, data, environments, premises and personnel required for the engagement;
(b) designate an appropriately qualified central point of contact who is authorised to coordinate the engagement and obtain or make project decisions;
(c) provide timely decisions, instructions, approvals, feedback and other required cooperation;
(d) ensure the accuracy, completeness, quality and legality of the information, data and materials provided to consenso;
(e) review deliverables and notify consenso of any material defects within the agreed review or acceptance period; and
(f) pay all invoices in accordance with the applicable payment schedule.
4.2 If the Customer does not reject a deliverable within the applicable review or acceptance period by identifying material defects in sufficient detail, the deliverable shall be deemed accepted in accordance with the GTC.
4.3 Customer-caused delays, non-cooperation, postponement, abandonment, unavailability or failure to respond shall have the consequences set out in the GTC, including Clauses 5.6 and 17.5 thereof.
5. Intellectual Property
5.1 All intellectual property rights in consenso’s pre-existing materials, methodologies, know-how, templates, tools, libraries, frameworks, connectors, concepts, generic developments and reusable components shall remain vested in consenso or its licensors.
5.2 Unless the applicable quotation, Sales Order or SOW expressly provides for an assignment, customer-specific developments shall be licensed to the Customer in accordance with the applicable Agreement and the GTC.
5.3 An assignment of intellectual property rights shall apply only to the specific deliverables expressly identified as being assigned and shall become effective only after full payment of all remuneration relating to those deliverables.
5.4 consenso shall remain entitled to use and further develop its general knowledge, experience, skills, concepts, methods, tools and reusable components, provided that consenso complies with its confidentiality obligations and does not disclose the Customer’s Confidential Information.
5.5 Third-Party Products, open-source software and Odoo components shall remain subject to their respective licence, manufacturer and usage terms.
6. Confidentiality
6.1 Each party shall protect the other party’s Confidential Information and use it exclusively for the performance, administration or enforcement of the applicable Agreement.
6.2 Confidential Information may be disclosed only to employees, advisers and subcontractors who require access for the relevant engagement and who are subject to appropriate confidentiality obligations, or where disclosure is required by applicable law or a competent authority.
6.3 The detailed confidentiality obligations, permitted disclosures and exceptions are governed by the GTC.
6.4 The confidentiality obligations shall survive expiry or termination of the relevant engagement to the extent specified in the GTC.
7. Acceptance and Warranty
7.1 Deliverables shall be reviewed and accepted in accordance with the acceptance procedure and acceptance period set out in the applicable quotation, Sales Order, SOW or GTC.
7.2 A deliverable may also be deemed accepted where the Customer:
(a) provides written or electronic approval;
(b) uses the deliverable productively or in the course of its ordinary business operations;
(c) fails to notify consenso of material defects within the applicable acceptance period; or
(d) otherwise accepts the deliverable despite deviations that do not materially impair its functionality.
7.3 consenso shall perform the Services professionally and with reasonable skill and care.
7.4 Product-specific warranties, warranty periods, defect notification requirements and remedies shall be governed by the applicable quotation, Sales Order, SOW and GTC.
7.5 Unless expressly agreed otherwise, consenso does not warrant that Software will be entirely error-free, continuously available or compatible with future versions or modifications of third-party systems.
8. Liability
8.1 Unless expressly agreed otherwise in a signed MSA, SOW, quotation or Sales Order, the liability exclusions and limitations set out in the GTC shall apply.
8.2 No limitation or exclusion of liability shall apply to the extent that liability cannot validly be excluded or limited under mandatory applicable law, including liability for intent or gross negligence and liability for death or personal injury.
8.3 Liability limitations shall not restrict:
(a) the Customer’s payment obligations;
(b) the Customer’s indemnification obligations;
(c) claims relating to the infringement or misuse of consenso’s intellectual property rights; or
(d) consenso’s payment and compensation claims under Clause 17.5 of the GTC.
9. Binding Orders and Termination
9.1 The Customer’s signature, electronic acceptance or unequivocal confirmation by email of a quotation, Sales Order or SOW constitutes a binding order for all Products and Services specified therein.
9.2 Subject only to rights that cannot validly be excluded under mandatory law, the Customer has no contractual right to cancel, reduce, suspend, postpone or abandon an accepted order without consenso’s prior written consent.
9.3 Either party may terminate an engagement for material breach if the breach is not remedied within thirty (30) calendar days after written notice or within any shorter cure period expressly stated in the applicable Agreement or the GTC.
9.4 Upon expiry, cancellation or termination:
(a) all fees for Products and Services already provided shall remain payable;
(b) completed or deemed-completed milestones shall remain payable;
(c) all committed third-party costs and reasonable suspension, demobilisation, remobilisation, rescheduling and collection costs shall remain payable; and
(d) consenso shall retain all additional rights to payment, compensation and damages under the applicable Agreement and Clause 17.5 of the GTC.
9.5 Nothing in these Product and Service Terms shall restrict any right or limitation that cannot validly be excluded or modified under mandatory Swiss law.
10. Data Protection
10.1 Each party shall comply with the data protection laws applicable to it.
10.2 Where consenso processes personal data on behalf of the Customer, such processing shall be governed by the data protection provisions of the GTC and, where required, a separate data processing agreement.
10.3 The Customer shall remain responsible for the lawfulness of the personal data, processing purposes, legal bases and instructions provided to consenso.
11. Governing Law and Jurisdiction
11.1 These Product and Service Terms and the relevant Agreement shall be governed exclusively by the substantive laws of Switzerland, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods.
11.2 The ordinary courts of Basel, Switzerland, shall have exclusive jurisdiction over all disputes arising out of or in connection with these Product and Service Terms or the relevant Agreement.
12. Contact
Questions concerning these Product and Service Terms may be submitted to:
consenso GmbH
Email: info@consenso-solutions.ch
Please also refer to consenso’s General Terms and Conditions, Privacy Policy and Cookie Policy.
Version dated: 4 August 2026