GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE PROVISION

1. DEFINITIONS

Client: Any legal or natural person in a Business Relationship with Microtis SA.
Contractual Documents: The offer, the purchase order, the pricing conditions, the service description and the contract.
Business Hours: The Company’s business hours are 8 :30 a.m. to 5 :30 p.m.
Business Days: The Company’s business days are Monday to Friday, excluding public holidays in the Grand Duchy of Luxembourg.
Party(‑ies): Microtis SA (Microtis) and/or the Client.
Product: Any tangible or intangible good sold, leased or made available, including any hardware, physical component or equipment provided to the Client by Microtis under a purchase order, contract or agreement.
Business Relationship: Any order, contract or agreement entered into between the Parties.
Service: All services offered by Microtis as set out in the Contractual Documents.
Company: Microtis SA, whose registered office is located at 55, Route d’Arlon, L‑8410 Steinfort, Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B61547.

2. PURPOSE AND SCOPE

These General Terms and Conditions of Sale and Service Provision, which form an integral part of the Contractual Documents, set out the rights and obligations of the Parties for every Business Relationship between the Company and its clients in the Grand Duchy of Luxembourg or abroad, regardless of the place of delivery or performance. Where applicable, they are supplemented by special conditions, which shall prevail in the event of any conflict with these General Terms and Conditions.

3. ACCEPTANCE AND AMENDMENTS

The Client acknowledges having read these General Terms and Conditions of Sale and Service Provision prior to any Business Relationship with the Company.

The Client expressly acknowledges that signature or performance of any document referring to these General Terms and Conditions constitutes acceptance thereof.

The Client expressly acknowledges that the implementation and use of any Product or Service constitutes acceptance of these General Terms and Conditions.

No derogation shall be accepted without the prior express agreement of the Company. Any term contrary to these General Terms and Conditions that is unilaterally imposed by the Client in its own general terms or any other document shall be unenforceable against the Company, regardless of when it was brought to the Company’s attention.

The Company reserves the right to amend these General Terms and Conditions. Without prejudice to Article 6, the amended General Terms and Conditions shall be deemed accepted by the Client provided they have been communicated to the Client beforehand and unless the Client contests them within fifteen (15) days of such communication.

4. OFFERS, ORDERS AND PERFORMANCE

Unless otherwise stated in the offer, offers issued by the Company are valid for thirty (30) days from their date of issue. During this period, they may be revised in the event of an increase in the cost of raw materials, supplier prices, exchange‑rate fluctuations, alteration of the initial project under way or any other circumstance beyond the Company’s control.

When ordering software or developments related to any software from Microtis, the purchaser undertakes to pay a deposit of 50 % of the total order amount when placing the order. This deposit is non‑refundable and must be paid using the means of payment accepted by Microtis. The software will only be reserved or supplied once this deposit has been received. The balance of the invoice must be paid in accordance with the payment terms agreed between the Parties and specified in the quote or invoice. In the event of failure to pay the deposit within the specified period, Microtis reserves the right to cancel the order without notice. Any order cancellation due to non‑payment of the deposit shall not entitle the purchaser to any refund of the deposit, even in part. By accepting these General Terms and Conditions, the purchaser acknowledges having been informed of the obligation to pay a 50 % deposit when ordering software from Microtis and accepts the above terms and conditions.

Any order placed with the Company is firm and final for the Client upon receipt by the Company of the validated quotation (serving as purchase order), a purchase order or any other medium evidencing an order (e.g. an email) together with payment of the 50 % deposit.

Except for products linked to a project or specific order, the withdrawal and return period is 14 days from the order date, without financial penalty, save for all costs related to the return.

Validation of the quotation or any other medium evidencing an order by any member of the Client’s staff constitutes full and express acceptance of all Contractual Documents.

The Client acknowledges that it took its commercial decision (i.e. any decision relating to ordering, purchasing or leasing Products or Services from the Company) in full knowledge of the facts after having been duly informed by the Company of the advantages and limitations of the Products and Services provided.

The Company will use reasonable efforts to perform the order within the agreed deadlines. The unavailability of a Product due to stock shortage or any delay in a service shall not give rise to cancellation of the entire order or to any compensation from the Company.

5. DELIVERY AND TRANSFER OF RISK

Software is delivered primarily by electronic means, as follows:

• For clients whose licences are installed on‑site, delivery is deemed to have taken place once installation at the Client’s premises is completed, evidenced by an installation report signed by both parties.
• For clients whose licences are hosted in the cloud, delivery is deemed to have taken place once the cloud environment has been set up.

Unless expressly stipulated otherwise, transport and travel costs are not included and are invoiced at the prevailing rates.

Delivery, service or intervention times indicated by the Company are given for guidance only and represent an average estimate. No compensation shall be payable to the Client in the event of non‑compliance with these times, and no order may be cancelled without the Company’s express agreement. In the event of a stock shortage of one or more ordered Products, the Company may proceed with partial delivery and invoicing of the available Products.

Deliveries and services shall be deemed accepted and duly performed unless contested in writing by the Client within five (5) business days of delivery or performance.

6. PRICES, INVOICING AND PAYMENT

Should supplier, manufacturer or publisher prices, exchange rates or applicable taxes change after the order or contract date, the Company reserves the right to adjust its sales prices accordingly.

Hourly rates, contract amounts and miscellaneous fees will be automatically indexed on the basis of the consumer price index in force. For technical invoicing reasons, prices may be rounded and therefore slightly exceed the indexation, without exceeding the next whole euro.

Outside Business Hours, services performed will be invoiced using the multipliers provided for by law.

Invoices are issued in euros and payable within thirty (30) days. Prices are exclusive of VAT and any other taxes, which will be billed in addition. Invoices not contested in writing within five (5) business days of receipt are deemed accepted, and the Client may not invoke a change of address if this time limit is exceeded. The Client shall in any event pay the uncontested portion of any disputed invoice. The Company reserves the right to require direct‑debit payment, to request advance payments and/or to assign its receivables to a factoring company.

In the event of non‑payment by the due date, the Company may demand immediate payment of all outstanding invoices. If payment is not made within forty‑five (45) days of the invoice due date, the Company will send a formal notice by registered letter requesting payment within eight (8) days. After this period, late‑payment interest will apply in accordance with the legal rate in force in Luxembourg. For the second half of 2024, this rate is 12.25 % for commercial transactions.

If payment is not made within the allotted time, the Company may claim from the Client, without prejudice to any procedural indemnity that a court may award under Article 240 of the new Luxembourg Code of Civil Procedure, a flat‑rate indemnity of 15 % of the principal amount due, including VAT, with a minimum of EUR 1,500, unless the Company can prove higher recovery costs, to cover all recovery expenses not included in legal costs incurred due to the late payment.

In the event of non‑payment within the above period, the Company reserves the right, without any need for further action, even judicial, to suspend the Services provided.

Under contracts, monthly payments are due in advance. Any period commenced is payable in full. Should a single monthly payment remain unpaid when due, the Company reserves the right, without any need for further action, even judicial, to suspend the Services and to claim compensation equal to all remaining monthly payments.

7.RETENTION OF TITLE

The Company retains ownership of the Products sold until full payment of the price, it being understood that, with respect to software, only a licence right is granted to the Client. Risk in the Products passes to the Client upon hand‑over, irrespective of the date of transfer of ownership. If the price of the Products, principal and interest, is not paid in full, the Company reserves the right, without any need for further action, even judicial, to repossess the Products made available to the Client. Until full payment, the Client may not pledge, exchange or sell the Products.

8. ASSIGNMENT

Without prejudice to the Company’s right to subcontract all or part of its Services to a third party, neither Party may assign, sublicense or otherwise transfer any of its rights arising from an order, contract or agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Nothing, however, shall prohibit or limit the Company’s right to assign, sublicense, transfer or otherwise dispose of any of its rights or obligations to its subsidiaries or sister companies.

9.CLIENT OBLIGATIONS

The Client shall have a duty to cooperate with the Company to enable effective provision of Products and Services. In particular, it shall provide, under its own responsibility, all documents, licences, authorisations and information that the Company has indicated as necessary for performance of its duties. It shall put the Company in contact with all persons concerned by the assignment and designate a single contact person for coordination. It shall make available to the Company all equipment necessary for performance of the assignment (office space, PC, connections, access to facilities, power supply, etc.) and shall take all measures it deems useful to safeguard its own data.

The Client is responsible for respecting intellectual‑property rights and lawful use of creations, productions and software that it chooses to install or have installed on its systems by the Company. The Client undertakes not to reproduce, copy by any means or transmit to third parties the aforesaid items without the express permission of their authors. Under no circumstances shall the Company be held liable for unauthorised software use by the Client. The Client undertakes to indemnify the Company for any loss arising from unauthorised use of creations, productions or software by the Client.

10. NON‑SOLICITATION

Throughout the Business Relationship and for a period of twenty‑four (24) months following its termination, the Client undertakes:

• not to solicit, directly or indirectly, any employee of the Company (including if the employee initiates contact) with a view to offering employment, regardless of status (salaried or otherwise), whether or not the employee is involved in the Business Relationship;
• not to collaborate with a third‑party company with the aim that such company solicit employees of the Company with a view to offering them employment;
• not to accept the employee’s services via a third‑party company.

This clause applies within the territory of the Grand Duchy of Luxembourg.

In the event of breach, the Client shall pay the Company a flat‑rate indemnity, immediately due, equal to twelve (12) times the last gross monthly remuneration paid by the Company to said employee for a full month of work.

11. COMPLAINT HANDLING

In the event of a complaint, the Client must create a ticket on the Company’s support platform at: https://support.microtis.lu/Login.

The Client shall provide all relevant details (company name, contact, address, email and telephone number) together with all available information concerning the complaint (administrative, financial, commercial, technical, etc.), accompanied by a detailed description of the issue and appropriate references where available.

12. WARRANTY

Software is warranted for one year after delivery to the Client. Entering into a maintenance contract warrants the software against any possible error. If an error is detected by the Client, Microtis shall bear the cost of correcting the software error. The Client is responsible for the data managed with Microtis software and shall make the necessary backups after each data modification by licensed software. Microtis is not liable for losses suffered by the Client due to an application error. If data is destroyed, the Client must handle its recovery. For any hardware that may be supplied by Microtis, the manufacturer’s warranty applies. The warranty takes effect upon delivery of software and hardware to the Client.

12.1 SUBCONTRACTING

Without prejudice to Article 18.1, the Client acknowledges and accepts that certain solutions and services can be implemented only by combining the Company’s services with those of providers or subcontractors such as, without limitation, telecom and internet operators, data centres and IT service providers. The Company may subcontract all or part of its services to one or more third parties and may change subcontractor at any time, provided that the services remain at least equivalent and have no impact on the Client.

The Company reserves the right to call on other subcontractors as required. The service provided by the new subcontractor will be of quality at least equivalent to that provided by the previous subcontractor.

13. MAINTENANCE AND SUPPORT AGREEMENTS

Granting a Gesper software licence with on‑site installation necessarily entails an annual maintenance and support contract amounting to 20 % of the licence value (current value subject to adjustment), unless expressly stipulated otherwise in the initial offer. This maintenance contract is essential to ensure proper operation and updating of the software and to guarantee effective technical support when needed.

The terms and conditions of maintenance and support contracts are set out in separate agreements, available on request. It is the Client’s responsibility to familiarise itself with these terms and to comply with them.

The support contract aims to provide technical assistance to users of Gesper software and access to the Microtis support site. Details of this support contract are also available on request.

For cloud subscriptions, the maintenance and support contract is included in the subscription fee.

14. LIMITATION OF LIABILITY

Unless expressly stipulated otherwise, the Company’s obligations are obligations of means. The Client shall independently choose—according to the objectives it seeks to achieve—the applications, services and resources it requires. It shall be responsible for running the IT applications it uses, its IT‑security policy, assessment methods, audits and business‑continuity plan that it wishes to implement or is required to provide to authorities.

The Client shall be responsible for results obtained from use of such equipment, applications, services and resources and for decisions it takes regarding implementation of recommendations for procedures and operations relating to its business activities.

The Company shall not be liable for any indirect or intangible damage such as loss of production, business interruption, loss of income, loss of data, financial or commercial prejudice or other loss resulting directly or indirectly from damage caused by incorrect use or failure of goods and services supplied by the Company.

The Company cannot be held liable for damage linked to supply problems, breakdowns, backup failures, update failures, technical non‑compliance, incompatibility between equipment, telecom‑line vulnerabilities, firewall breaches, hardware obsolescence or any cause beyond the Company’s control such as a cyber‑attack or malicious act, or force majeure. It is the Client’s sole responsibility to make regular backups of its operating systems, applications and data, and in any event before any technical intervention.

Any action or claim of any kind that may be brought against the Company prescribes after 30 calendar days.

15. INTELLECTUAL PROPERTY RIGHTS

The Client shall receive from the Company the right to use the subscribed services for the agreed duration and under the agreed conditions. This right is personal, non‑transferable and strictly limited to the Client’s own use. This contract does not constitute a transfer to the Client of any intellectual‑property right held by the Company or its staff.

For the purposes of this contract, the Client’s intellectual‑property rights will be made available to the Company during use of the services. The Client shall grant the Company and its staff a free, non‑exclusive, non‑transferable right to use, process and store items subject to these intellectual‑property rights for the term of the contract, extended by the time needed to return the data to the Client, to carry out data‑migration operations requested by the Client or in connection with the exercise of a right of retention.

Non‑compliant use or non‑payment of software licences not supplied by the Company cannot be attributed to the Company. Any resulting detrimental consequence shall be the exclusive responsibility of the Client, and any resulting breakdown shall likewise be attributable to the Client.

16. FORCE MAJEURE

Force majeure arises from an unforeseeable, irresistible event entirely beyond the control of the Party invoking it, making it impossible, temporarily or permanently, to perform one or more obligations relating to the Business Relationship between the Company and its Clients.

The Parties agree that force majeure shall include, in particular, the following events: bad weather, attacks, acts or omissions of a public authority (including changes in any regulations applicable to performance of the services), limited access by an owner or domain manager, unrest, rebellion, insurrection, riots, wars (declared or not), similar acts, strikes, sabotage, theft, vandalism, explosions, fire, lightning, flooding and other natural disasters, failure of an operator, and third‑party acts.

The Party wishing to invoke force majeure must immediately notify the other Party in writing (by registered letter), explaining and demonstrating in detail the nature of the force majeure, its effects on performance of its obligations (total or partial, permanent or temporary impossibility to perform one or more obligations) and the probable duration of non‑performance due to force majeure.

Failing such notice in the prescribed form and time, the Parties undertake not to invoke the consequences of any force majeure; such force majeure shall therefore not be recognised.

None of the Parties shall be liable for any loss, damage, delay, non‑performance or partial performance of any obligations relating to the Business Relationship caused directly or indirectly by force majeure as defined above, provided that the Party invoking it has notified the other Party as prescribed.

In particular, the obligations of the Party invoking force majeure—including time limits for performance—shall be suspended without liability. The Party invoking force majeure shall use all reasonable means to lift it or at least mitigate its consequences and ensure continuity of the Business Relationship.

If, after fifteen (15) calendar days from receipt of the above notice by the other Party, performance of all or part of the obligations relating to the Business Relationship by the Party invoking force majeure remains suspended, the Parties undertake to renegotiate the Business Relationship in good faith to find an alternative solution—applicable only during the force‑majeure event—to ensure continuity of the Services. Failing such alternative, the Business Relationship shall remain unchanged.

17. TERMINATION – SUSPENSION

17.1 Notice

The Client may terminate the Business Relationship by giving three (3) months’ notice prior to the contractual expiry date, by registered letter with acknowledgement of receipt.

• On‑site licence clients: Maintenance fees are invoiced annually on 1 January. Any termination request received after 1 October obliges the Client to pay maintenance fees for the following year.
• Cloud‑licence clients: Termination is subject to three (3) months’ notice, effective on the first (1st) day of the month following receipt of the termination notice.

Failing termination in accordance with these conditions and time limits, the Business Relationship shall be tacitly renewed for one (1) year.

17.2 Early termination

Before or after commencement of performance, the Business Relationship may be terminated prematurely by the Client without cause, subject to payment to the Company of compensation equal to the total amount the Client would have had to pay had the Business Relationship continued to its term.

17.3 Termination in the event of bankruptcy / liquidation

Each Party has the right, without prejudice to its other rights and remedies and without liability, to terminate the Business Relationship with immediate effect by registered letter with acknowledgement of receipt if the other Party is declared bankrupt, is placed in liquidation, or is under a suspension of payments, preventive composition or any national or foreign procedure of similar nature or effect. Supporting documents must be attached to the termination notice.

Failing termination in the prescribed form and conditions, the notified termination shall have no effect.

17.4 Termination for gross misconduct

Either Party may terminate the Business Relationship with immediate effect, without court intervention or compensation, in the event of gross misconduct by the other Party in fulfilling any of its obligations, by registered letter with acknowledgement of receipt.

Gross‑misconduct grounds for immediate termination that may be invoked by the Company include, but are not limited to:

• hindrance or obstruction to performance of any Business Relationship;
• the Client’s failure or delay in payment under Article 6 “Prices, Invoicing and Payment”;
• proven fraud or attempted fraud by the Client against the Company.

Termination with immediate effect shall take effect only if the Party intending to rely on it previously serves notice on the other Party, by registered letter with acknowledgement of receipt, to remedy the breach within a period not exceeding thirty (30) calendar days.

If the breach is not remedied within this thirty‑day period, the relevant contracting Party may terminate the Business Relationship with immediate effect for gross misconduct as provided above.

17.5 Termination for force‑majeure reason

Either Party may terminate any Business Relationship with immediate effect, without court intervention, if a force‑majeure event as defined in Article 16 suspends performance of all obligations for more than six (6) months.

17.6 Suspension

Without prejudice to the article on termination for gross misconduct, the Company may unilaterally suspend performance of any Business Relationship without any compensation being due to the Client, in the following non‑exhaustive cases:

• the Client fails to meet its obligations;
• the Client’s default and/or delay in payment for any reason;
• the Client commits or attempts fraud against the Company;
• the Client is subject to one or more enforcement measures, even provisional, or is involved in litigation that could affect its solvency, capacity and/or ownership of its assets, preventing normal continuation of the Business Relationship.

Suspension of the Business Relationship must be notified to the Client by the Company by registered letter with acknowledgement of receipt.

As a consequence of such duly notified suspension, the Company shall in particular be entitled not to deliver the Client’s orders previously accepted. Suspension shall remain in effect until the cause justifying it is remedied.

17.7 Effects of suspension and termination

In the event of suspension of any Business Relationship and in all cases of termination for any reason, all sums owed by the Client on the date of suspension or termination become immediately payable. In any event, the Client shall pay:

• the full amounts due for software or goods ordered by the Company that cannot be cancelled;
• all costs relating to services, hardware and/or software supplied;
• all other costs relating to Company staff assigned to supply the services, hardware and/or software;
• all expenses incurred by the Company, including accrued interest, up to the date of suspension or termination, regardless of the reason.

18. PERSONAL‑DATA PROTECTION

These specifications define the conditions under which the Company, as processor within the meaning of the European General Data Protection Regulation, undertakes to carry out for the Client, as controller, the data‑processing operations set out below.

In their contractual relations, the Parties undertake to comply with the applicable regulations on personal‑data processing, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable since 25 May 2018.

The Client remains sole owner of the personal‑data files transmitted to the Company as well as of the files modified or created by the Company under the Business Relationship. The Company undertakes not to divert, commercialise or communicate all or part of said files for any purposes other than those necessary to the Business Relationship or indicated by the Client as controller.

18.1 Description of processing

In the context of the Business Relationship, the personal data processed are: names, forenames, email address, postal address, telephone number, IP address, logs, etc.

Such data concern the Client’s employees (where applicable interns and external collaborators), clients and suppliers.

The Company is authorised to process, on behalf of the Client, the personal data necessary for the Business Relationship and in particular to provide one or more subscribed services.

Personal data entrusted to the Company will be retained on behalf of the Client for no longer than required by legal‑retention obligations and in compliance with the Client’s personal‑data‑retention policy.

18.2 Company obligations

The Company undertakes to process the Client’s personal data only according to the Client’s instructions for purposes necessary to the Business Relationship and in compliance with the principles of data minimisation and limitation. Only data relevant to the purposes detailed in point a. shall therefore be collected and/or processed.

The Company undertakes to guarantee the confidentiality of personal data processed in the context of the Business Relationship. The Company shall ensure that persons with access to personal data are bound by an equivalent confidentiality obligation and are made aware of personal‑data‑protection principles. The confidentiality obligation remains valid after the Business Relationship ends.

The Company undertakes to take all security measures necessary to ensure an appropriate level of security in accordance with Article 32 of the GDPR. It will implement suitable solutions to reduce the risk of IT sabotage, intrusion and theft or loss of entrusted data.

In accordance with GDPR requirements, the Company shall control cascading subcontracting and include in its subcontractor contracts the obligations incumbent on a professional subcontractor, in particular maintenance of the Client’s internal and external controls and retention of the Client’s data processing within Luxembourg.

The Company reserves the right to engage other subcontractors as required and will inform the Client beforehand where concerned by such new subcontracting.

Where possible, the Company must assist the Client in fulfilling its obligation to respond to requests to exercise data‑subject rights, in particular rights of access, rectification, erasure, objection and data portability. This assistance will be invoiced at the Company’s usual hourly rate plus legally applicable multipliers.

The Company shall notify the Client of any personal‑data breach after becoming aware of it. This notification must be accompanied by all useful documentation to enable the Client, if necessary, to notify the breach to the competent supervisory authority.

Processing records shall be made available to the supervisory authority or the controller on request.

Upon termination of the Business Relationship, the Company undertakes to destroy all personal data or, at the Client’s request, to return the data to any processor designated by the Client.

The Company shall provide the Client with the documentation necessary to demonstrate compliance with all these obligations and to allow audits, including inspections, by the Client or another auditor mandated by the Client, and shall contribute to such audits.

If necessary, you may contact the Company’s DPO at dpo@microtis.lu.

The Company undertakes not to transfer personal data outside Luxembourg without the Client’s prior authorisation and then only in a secure framework in compliance with applicable legislation—i.e. either to countries offering an adequate level of protection according to European authorities or to entities that have signed standard contractual clauses issued by European authorities.

18.3 Client obligations

The Client alone determines the purposes and means of processing the personal data for which it is controller. Where the Client envisages subcontracting personal‑data processing, it shall select a processor providing sufficient guarantees as to implementation of required technical and organisational measures in accordance with Article 28(1) GDPR.

Insofar as personal data for which the Client is controller are subcontracted to the Company, the Client declares that it has complied with all legal obligations on personal‑data protection and in particular that it has:

• ensured, where personal data previously subcontracted to a third party is now subcontracted to the Company, that this previous processor provided sufficient guarantees as to required technical and organisational measures under Article 28(1) GDPR;
• provided its clients with information on, among other things, data‑retention periods and rights of access, rectification and erasure, and rights to restriction or objection, in accordance with Articles 13‑21 GDPR;
• implemented an internal policy and appropriate technical and organisational measures to demonstrate at all times to supervisory authorities that personal‑data processing complies with Articles 24‑26 GDPR.

Where the service ordered by the Client requires written consent from its clients for processing their sensitive personal data under Article 9(1) GDPR, the Client undertakes to obtain such written consent before communicating said data to the Company, in accordance with Article 7 GDPR, and guarantees the Company that this diligence has been performed.

The Client shall indemnify the Company for any loss it may suffer due to the Client’s failure to comply with its personal‑data‑protection obligations.

19. CONFIDENTIALITY

“Confidential Information” means any confidential, commercially and/or technically sensitive information concerning the Client and/or the Company including, without limitation:

• any information concerning current or future services and/or products, including but not limited to computer code, designs, specifications, technical notes and drawings, computer printouts, technical memoranda and correspondence, product‑development agreements and related agreements/contracts;
• purchasing, accounting and marketing information and material, including but not limited to marketing plans, sales data, unpublished promotional material, cost and pricing information, and customer lists, disclosed or made available to the other Party in connection with the Business Relationship.

The Company and the Client undertake that at no time during the Business Relationship and after its expiry or termination (for any reason):

• they will not disclose to any third party any Confidential Information of the other Party; and/or
• they will not use the other Party’s Confidential Information for any purpose other than fulfilling their obligations or exercising their rights under the Business Relationship, and will promptly notify the other Party of any unauthorised dissemination, disclosure or access to shared Confidential Information.

The Company may disclose the Client’s Confidential Information to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of performing its obligations under the Business Relationship. The Company shall ensure that its employees, officers, representatives or advisers to whom it discloses the Client’s Confidential Information comply with this clause.

This clause shall not apply to information that becomes public other than through fault of the receiving Party, or that the receiving Party can prove it lawfully possessed before disclosure, or that is received from a third party entitled to disclose it, or that the disclosing Party has agreed in writing may be disclosed to third parties.

The Company may disclose the Client’s Confidential Information if required by law, a competent court or any governmental or regulatory authority and shall promptly inform the Client of such disclosure where legally permitted.

20. SEVERABILITY

The nullity of any clause or part of a clause of these General Terms and Conditions shall not affect the remaining clauses in whole or in part. The clause or part of a clause concerned shall, where possible, be replaced by a valid provision having equivalent effect.

21. JURISDICTION AND APPLICABLE LAW

The Business Relationship between the Company and its Clients, whether located in the Grand Duchy of Luxembourg or abroad, is governed by Luxembourg law. In the event of dispute, and failing prior written agreement between the Parties, the Courts of Luxembourg shall have sole jurisdiction. The language applicable to the Business Relationship shall be, at the Company’s choice, French or English.