General terms and conditions of sale and services

1. DEFINITIONS

Client : Legal or natural person in a commercial relationship with Microtis SA.

Contractual documents : The offer, the order form, the tariff conditions, the description of the service and the contract.

Business hours : The Company's working hours are from 8.30 a.m. to 5.30 p.m.

Business days : The Company's business days are from Monday to Friday excluding legal holidays in the Grand Duchy of Luxembourg.

Party (ies): Microtis SA (Microtis) and/or the Client.

Product : Any tangible or intangible good sold, rented or made available; including any material, physical element, equipment, made available to the Client by Microtis through a purchase order, contract or market.

Commercial relationship: All orders, contracts and deals made between the Parties.

Service: Set of services proposed by Microtis included in the contractual documents.

Company: Microtis SA whose registered office is located at L-8410 Steinfort, 55, Route d'Arlon and registered under number B61547 at the RCS of Luxembourg.

2. PURPOSE AND SCOPE OF APPLICATION

These General Terms and Conditions of Sale and Services, which are an integral part of the contractual documents, define the rights and obligations of the Parties, for any Commercial Relationship between the Company and its customers in the Grand Duchy of Luxembourg or abroad, regardless of the place of delivery or service. Where applicable, they are supplemented by special conditions which shall prevail in the event of a dispute over these General Conditions.

3. ACCEPTANCE AND MODIFICATIONS

The Client acknowledges having read these General Terms and Conditions of Sale and Services before entering into any Business Relationship with the Company.

It is expressly acknowledged by the Customer that the signing or execution of any document referring to these General Terms and Conditions of Sale and Services constitutes acceptance thereof.

It is expressly acknowledged by the Customer that the implementation and use of any Product or Service implies acceptance of these General Terms and Conditions of Sale and Services.

No derogation may be accepted without the Company's express prior agreement. Any condition contrary to these General Terms and Conditions of Sale and Services unilaterally imposed by the Client, in its general terms and conditions or in any other document, shall be unenforceable against the Company, regardless of when it may have been brought to its attention.

The Company reserves the right to modify these General Terms and Conditions of Sale and Services. Without prejudice to Article 6, the modified General Terms and Conditions of Sale and Services shall be deemed to have been accepted by the Client insofar as they have been previously communicated to him by the Company, and in the absence of any objection by the Client within a period of fifteen (15) days from the date of such communication.

4. OFFERS, ORDERS AND EXECUTION

Unless otherwise stated in the offer, all quotations issued by the Company are valid for thirty (30) days from the date of issue. During this period, they are subject to revision in the event of an increase in the cost of raw materials, an increase in supplier prices, a change in exchange rates, a modification to the initial project in progress, or any other circumstance beyond the Company's control.

When ordering software or developments based on software from Microtis, the purchaser undertakes to pay a deposit of 50% of the total amount of the order at the time the order is placed. This deposit is non-refundable and must be paid by the means of payment accepted by Microtis. The software will not be reserved or supplied until this deposit has been received. The balance of the invoice must be paid in accordance with the terms of payment agreed between the parties and specified in the quotation or invoice. In the event of non-payment of the deposit within the specified period, Microtis reserves the right to cancel the order without notice. Any cancellation of an order due to non-payment of the deposit will not entitle the customer to any reimbursement of the deposit paid, even partial.

By accepting these general conditions of sale, the purchaser acknowledges having been informed of the obligation to pay a 50% deposit when ordering software from Microtis, and accepts the terms and conditions set out above.

Any order placed with the Company is firm and definitive for the Customer upon receipt by the Company of the validated price offer (acting as a purchase order), a purchase order or any other medium indicating an order (for example, an email), as well as payment of the deposit of 50% of the total amount of the order.

With the exception of products linked to a specific project or order, the retraction and product return period is 14 days from the order date, without financial penalty, with the exception of all costs linked to the return.

It is expressly recognized that the validation of the price offer or any other document referring to an order by any member of the Customer's staff constitutes full and express acceptance of all the contractual documents.

The Customer acknowledges that he has made his commercial decision (i.e. any decision relating to the order, purchase or rental of Products or Services from the Company) in full knowledge of the facts, having been duly informed by the Company of the advantages and limitations of the Products and Services supplied. The Company will make every reasonable effort to execute the order within the agreed time. The unavailability of a Product due to a stock shortage or a delay in a service shall not result in the cancellation of the entire order and shall not entitle the Customer to any compensation from the Company.

5. DELIVERY AND TRANSFER OF RESPONSIBILITY

The delivery of material is generally carried out electronically for intangible goods (licenses, etc.). Unless expressly stipulated, transport and travel costs are not included and are invoiced according to the applicable rates.

The delivery, service or intervention deadlines indicated by the Company are always indicative deadlines based on a forecast average deadline. No compensation may be granted to the Client in the event of non-compliance with these deadlines, and no order may be cancelled without the express agreement of the Company. In the event that one or more Products ordered are out of stock, the Company may proceed with a partial delivery and invoicing of the available Products.

Deliveries and services shall be deemed to have been accepted and validly performed if the Customer does not object within five (5) working days of the delivery or service.

6. PRICES, BILLING AND PAYMENT

In the event of any changes, after the order or the date of the contract, in the prices imposed by suppliers, manufacturers or publishers, in exchange rates or in applicable taxes, the Company reserves the right to adjust the selling prices accordingly.

The hourly rates, the amounts included in the contracts and the various costs will be automatically indexed on the basis of the consumer price index in force. However, due to technical billing constraints, prices may be rounded up or down to the nearest euro.

Outside working hours, the services provided will be invoiced taking into account the coefficients provided for by law.

Invoices are issued in Euros and are payable within thirty (30) days. Prices are exclusive of VAT and all other taxes not included which will be invoiced in addition. Invoices that are not contested in writing within five (5) working days of their receipt shall be deemed to have been accepted, without the Client being able to invoke a change of address in the event that the period for contestation is exceeded. The Client shall, in any event, pay the undisputed amount of any disputed invoice. The Company reserves the right to require payment of invoices by direct debit, to request payment on account and/or to assign its receivables to a factoring company.

In the event of non-payment on the due date, the Company may demand immediate payment of all outstanding invoices. In the event of non-payment forty-five (45) days after the due date of the invoice, the Company shall issue a formal notice by registered mail with an obligation to pay within eight (8) days. In addition, late payment interest at the rate of one and a half (1.5) times the legal interest rate will be applied eight (8) days after the formal notice has remained unsuccessful. In the event of non-payment within the above-mentioned period, the Company may claim from the Client, without prejudice to any procedural indemnity, even higher, which may be granted by a court on the basis of Article 240 of the New Luxembourg Code of Civil Procedure, compensation fixed at 15% of the amounts due in principal, including VAT, with a minimum of EUR 1,500, unless the Company can justify collection costs for a higher amount, for all collection costs not included in the costs incurred as a result of the delay in payment.

In the event of non-payment within the aforementioned period, the Company reserves the right, without the need for any intervention, even judicial, to stop the Services made available.

In the case of contracts, monthly instalments are payable in advance. Any period started is due. In the event of non-payment of a single monthly instalment on its due date, the Company reserves the right, without the need for any intervention, even judicial, to stop the Services and to demand compensation equal to all the monthly instalments still due.

7. RESERVATION OF OWNERSHIP

The Company retains ownership of the Products sold until full payment has been made, although for software, only a concessionary right is transferred to the Client. The risks associated with the Products sold are transferred to the Client when the goods are handed over to the latter, regardless of the date of transfer of ownership. In the event of failure to pay the price of the Products in full in principal and interest, the Company reserves the right, without the need for any intervention, even judicial, to take back the products made available to the Client. Until the price has been paid in full, the Client may not pledge the products, exchange them or sell them.

8. TRANSFER

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 under any order, contract or procurement agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, provided that nothing 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. OBLIGATIONS OF THE CLIENT

The Client shall be obliged to cooperate with the Company to enable the effective provision of the Products and Services. In particular, the Client shall provide the Company, under its responsibility, with all documents, licenses, authorizations and information that the Company shall have indicated as necessary for the performance of its mission. He shall put the Company in contact with all persons concerned by the subject of his mission and shall designate a single contact person for coordination. He will provide the Company with all the equipment necessary for the performance of its mission (office, PC, connections, access to the installations, electrical power, etc.) and will implement all the means he deems useful to ensure the backup of his own data.

It is the Client's responsibility to ensure that intellectual property rights are respected and that the creations, productions and software that it chooses to install or have installed on its systems by the Company are used legally. The Client is prohibited from reproducing or copying them by any means whatsoever or transmitting them to third parties without the express authorization of their authors. Under no circumstances may the Company be held responsible for the unauthorized use of software by the Client. The Client undertakes to compensate the Company for any damage resulting from the unauthorized use of creations, productions or software by the Client.

10. NON-SOLICITATION

Throughout the duration of the Commercial Relationship and for a period of twenty-four (24) months following its end, the Customer undertakes:

• not to solicit, directly or indirectly, any employee of the Company (even if the employee did so himself) with the aim of offering him a job, whatever his status (employee or not), whether or not the employee is involved in the Commercial Relationship;
• not to collaborate with a third party company in soliciting employees of the Company for the purpose of offering them employment;
• not to accept the employee's service, via a third party company.

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

In the event of non-compliance with this obligation, the Client shall pay the Company a fixed indemnity immediately due and payable representing twelve (12) times the last gross monthly remuneration paid by the Company to the said employee for a full month of work.

11. HANDLING OF COMPLAINTS

In the event of a complaint, the Client may contact a member of the Company's staff, preferably in the department that is the subject of the complaint, or through their account manager at the Company on telephone number +352 37 97 77 1.

Alternatively, the Client may submit a complaint using the contact form available on the website https://www.microtis.lu, or by writing to the Company's headquarters. In all cases, the Client shall provide all details (company name, contact, address, e-mail and telephone number) as well as all information available to him (administrative, financial, commercial, technical complaint, etc.) and a detailed description of his problem with references when available.

12. GUARANTEE

The software is guaranteed for one year after delivery to the Customer. The conclusion of the maintenance contract guarantees the software against any possible software error. In the event of an error detected by the Client, Microtis shall bear the cost of correcting the software error. The Client is responsible for the data that it manages with Microtis software. He will take care to make the necessary backups after each modification of the data by the software he has licensed. Microtis is not responsible for damage suffered by the Client due to an application error. If data is destroyed, the Client must take charge of its reconstitution. For any equipment delivered by Microtis, the manufacturer's guarantee applies. The guarantee comes into force as soon as the software and hardware are delivered to the Client.

12.1 SUBCONTRACTING

Without prejudice to Article 18.1, the Client acknowledges and accepts that certain solutions and services can only be implemented by combining the Company's services with those of service providers or subcontractors such as, but not limited to, telecoms and Internet operators, data centers and IT service providers. The Company may subcontract all or part of its services to one or more third parties, and may change subcontractors at any time provided that the services are at least equivalent and have no impact on the Client.

The Company reserves the right to use other subcontractors as required. The service provided by the new subcontractor shall be of at least equivalent quality to the service provided by the previous subcontractor.

13. MAINTENANCE AND SUPPORT CONTRACT

The transfer of a Gesper software licence with installation on the customer's site obligatorily implies the subscription to an annual maintenance and support contract for an amount equivalent to 20% of the licence (current value subject to adaptation), unless expressly stipulated otherwise in the initial offer. This maintenance contract is essential to ensure that the software works properly and is kept up to date, and to guarantee effective technical support when required.

The terms and conditions of the maintenance and support contracts are specified in separate contracts, available on request. It is the customer's responsibility to familiarise themselves with these terms and to comply with them.

The purpose of the support contract is to provide technical assistance to users of Gesper software as well as access to the Microtis support site. Details of this support contract are also available on request.

In the case of a Cloud subscription, the maintenance and support contract is included in the cost of the subscription.

14. LIMITATION OF LIABILITY

Unless otherwise expressly stipulated, the Company's obligations are obligations of means. The Client shall choose, independently and according to the objectives it wishes to achieve, the applications, services and resources it needs. It shall be responsible for the execution of the computer applications it uses, the computer security policy, the evaluation methods, the audits and the disaster recovery plan that it wishes to implement or that it may have to provide to the authorities on which it depends.

The Customer shall be responsible for the results obtained in the use of such equipment, applications, services and resources, and for the decisions it makes regarding the implementation of recommendations for procedures and operations specific to its business.

The Company shall not be liable to pay any compensation for indirect or consequential damages such as loss of production, loss of business, loss of income, loss of data, financial or commercial loss or other damages which are the direct or indirect consequence of damages suffered as a result of the incorrect use or failure of the goods and services supplied by the Company.

The Company cannot be held responsible for damage linked to a supply problem, damage, failure to back up data, failure to update, technical non-compliance, incompatibility between equipment, telecom line vulnerability, firewall failure, hardware obsolescence, as well as a cause beyond the Company's control such as a cyber-attack or malicious act, or due to force majeure. It is the sole responsibility of the Client to make regular and, in any event, prior to any technical intervention, backup copies of its operating systems, applications and data.

Any action or claim of any nature whatsoever that may be brought against the Company shall be barred by the 30 calendar day time limit.

15. INTELLECTUAL PROPERTY RIGHTS

The Client will receive from the Company the right to use the services to which it has subscribed for the duration and according to the agreed conditions. This right is personal, non-transferable and strictly limited to the Client's personal use. This contract does not constitute an assignment to the Client of any intellectual property held by the Company or its staff.

For the purpose of the performance of this contract, the Client's intellectual property rights shall be made available to the Company during the use of the services. The Client shall grant the Company and its staff a non-exclusive and non-transferable right free of charge to use, process and store the material subject to such intellectual property rights for the duration of the contract, plus the time required to return the data to the Client, to carry out data migration operations requested by the Client, or in connection with the exercise of the right of retention.

Non-compliance with the use or non-payment of software licenses not supplied by the Company shall not be imputed to it. The Client shall be solely responsible for any harmful consequences that may result from this, as well as for any resulting breakdown.

16. FORCE MAJEURE

Force majeure results from an unforeseeable, irresistible event, entirely independent of the will of the Party invoking it, making it impossible, temporarily or permanently, to perform one or more obligations relating to the Commercial Relations between the Company and its Clients.

The Parties agree that force majeure shall include, but not be limited to, the following events: inclement weather, terrorist attacks, acts or omissions of a public authority, including changes in any regulations applicable to the performance of the services, restricted access by an owner or manager of the domain, unrest, rebellion, insurrection, riots, war, whether declared or not, acts of a similar nature, strikes, sabotage, theft, acts of vandalism, explosions, fire, lightning, floods and other natural disasters, operator failure, third-party acts.

The Party wishing to invoke force majeure must immediately notify the other Party in writing (by registered mail), explaining and demonstrating in detail why there is force majeure, the effects of this on the performance of its obligations relating to the Commercial Relations (total or partial, definitive or temporary impossibility of performing one or more obligations) and the probable duration of the non-performance due to force majeure.

In the absence of this warning in the form and timeframe prescribed above, the Parties shall refrain from invoking the consequences of any force majeure. They therefore agree that such force majeure cannot be recognized.

Neither Party shall be liable for any loss, damage, delay, non-performance or partial performance of one or more obligations relating to the Commercial Relations, caused directly or indirectly by force majeure, as defined above, provided that the Party invoking the force majeure has notified the other Party of the force majeure in the form and within the time limits prescribed above.

In particular, the obligations of the Party invoking force majeure and, in particular, the time limits required for the performance of its obligations, shall be suspended without it incurring any liability whatsoever.

In addition, the Party invoking force majeure shall use all reasonable means to try to remove it or, at least, to reduce its consequences and ensure the continuity of the Commercial Relations.

If after a period of fifteen (15) calendar days from the receipt of the above-mentioned warning by the other Party, the performance of all or part of the obligations relating to the Commercial Relations, by the Party invoking force majeure, remains suspended due to the case of force majeure, the Parties undertake to renegotiate the Commercial Relations in good faith with a view to finding an alternative solution, applicable only during the existence of the case of force majeure as defined above, enabling the continuity of the Services to be ensured in spite of the existence of the latter. If no such alternative solution is found between the Parties, the Commercial Relationships shall remain unchanged.

17. TERMINATION - SUSPENSION

17.1 Advance notice

The Customer has the right to terminate the Business Relationship by giving three (3) months' notice prior to the expiry date, by registered letter with acknowledgement of receipt.

The notice period shall start on the first (1st) of the month following the notification of the termination.

In the absence of a termination in the forms and time limits prescribed above, the Commercial Relationship will be tacitly extended from year to year.

17.2 Early termination

Before or after the commencement of the performance of the Business Relationship, the latter may be terminated before its end by the Client, without having to justify any reason, in return for the payment to the Company of compensation equal to the total amount that the Client would have to pay as if the performance of this Business Relationship had continued until its end.

17.3 Termination in case of bankruptcy / liquidation

Each Party shall have the right, without prejudice to its other rights and remedies and without being liable to pay any compensation, to terminate the Business Relationship with immediate effect, by registered letter with acknowledgement of receipt, if the other Party is declared bankrupt or is put into liquidation, or is under the regime of the suspension of payments, of the preventive composition in bankruptcy or of a procedure under national or foreign law of an equivalent or similar nature or effect. The relevant documents must be attached to the above-mentioned termination.

In the absence of termination in the aforementioned form and conditions, the notified termination shall have no effect.

17.4 Termination for serious misconduct

Either Party may terminate the Business Relationship with immediate effect, without the intervention of a court or compensation, in the event of serious breach(s) by the other Party of any of its obligations, by registered letter with acknowledgement of receipt.

The serious grounds for termination with immediate effect that may be invoked by the Company include the following:

• impediments and obstacles to the execution of any Commercial Relationship;
• default or delay in payment by the Customer in accordance with Article 6 "Prices, Invoicing and Payment";
• proven fraud, attempted fraud by the Client against the Company.

Termination with immediate effect shall only be effective if the Party wishing to avail itself of it first sends the other Party a letter of formal notice, by registered post with acknowledgement of receipt, to comply with its obligations within a period which may not exceed thirty (30) calendar days.

If the deficiencies are not remedied within the required period of thirty (30) days, the Contracting Party concerned may terminate the Commercial Relationship with immediate effect for serious misconduct, in accordance with the above provisions.

17.5 Termination for reasons of force majeure

Either Party may terminate with immediate effect any Commercial Relationship, without the intervention of a court and where an event of force majeure, as defined in Article 16 "Force majeure", suspends the performance of all obligations for more than six (6) months.

17.6 Suspension

Without prejudice to the article relating to termination for serious misconduct, the Company may unilaterally suspend the performance of any Commercial Relationship without any compensation being due to the Client on any grounds whatsoever, in the following non-exhaustive cases

• the Customer does not fulfil the obligations incumbent upon him;
• the Customer's failure and/or delay in payment for any reason whatsoever;
• the Client has committed or attempted to commit fraud against the Company;
• the Customer is subject to one or more enforcement procedures, even as a precautionary measure, or is the subject of a lawsuit, which could have an impact on his solvency, his capacity and/or the ownership of his goods, preventing him from continuing to perform the Commercial Relationship normally.

The suspension of the Commercial Relationship must be notified to the Client by the Company by registered letter with acknowledgement of receipt.

As a result of such a suspension duly notified in the aforementioned manner, the Company shall in particular have the right not to deliver the Client's orders previously accepted.

The suspension shall remain in effect until the cause for the suspension has been remedied.

17.7 Effects of suspension and termination

In the event of suspension of any Commercial Relationship and in all cases of termination, for whatever reason, all sums remaining due by the Customer on the date of suspension or termination respectively, shall become immediately payable.

In any event, the Customer shall pay:

• the total amount due for the software ordered by the Company and which cannot be cancelled;
• all costs for services, hardware and/or software provided;
• any other costs relating to the Company's personnel costs for the provision of the services, hardware and/or software;
• any expenses incurred by the Company, including accrued interest, up to the date of suspension or termination respectively, for whatever reason.

18. PROTECTION OF PERSONAL DATA

The purpose of these specifications is to define the conditions under which the Company, in its capacity as processor within the meaning of the European Regulation on the protection of personal data, undertakes to carry out the personal data processing operations defined below on behalf of the Client, in its capacity as data controller.

In the context of their contractual relations, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, 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 the sole owner of the personal data files transmitted to the Company as well as of the files modified or created by the Company within the framework of the Business Relationship. The Company is prohibited from diverting, marketing or communicating all or part of the said files for purposes other than those necessary for the Business Relationship or indicated by the Client in its capacity as data controller.

18.1 Description of the treatments

Within the framework of the Commercial Relationship, the personal data processed are the following: surname, first names, email address, postal address, telephone number, IP address, logs, etc.

This data relates to employees (including trainees and external collaborators), customers and suppliers of the Client.

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

The personal data entrusted to the Company will be stored by the Company on behalf of the Client for a period not exceeding the legal retention obligations and in compliance with the Client's personal data retention policy.

18.2 Obligations of the Company

The Company undertakes to process the Client's personal data only in accordance with the instructions given by the Client for the necessary purposes of the Business Relationship and in compliance with the principles of minimization and limitation. Thus, only personal data relevant to the purposes detailed in point a. will be collected and/or processed.

The Company undertakes to guarantee the confidentiality of personal data processed within the framework of the Business Relationship. The Company shall ensure that persons having access to personal data are subject to an equivalent obligation of confidentiality and are made aware of the principles of personal data protection. The obligation of confidentiality shall continue to apply after the end of the Business Relationship.

The Company undertakes to take all necessary security measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the European Regulation on the protection of personal data. It will implement appropriate solutions to reduce the risk of computer sabotage, intrusion and theft or loss of entrusted data.

In accordance with the requirements of European Regulation EU/2016/679, the Company ensures that the process of cascading subcontracting is under control and includes in the contracts binding it to its subcontractors the obligations imposed on a professional using subcontracting, in particular, maintaining the integrity of the Client's internal and external control as well as maintaining the processing of the Client's data in the Grand Duchy of Luxembourg.

The Company reserves the right to call upon other subcontractors according to its needs and will notify the Client in advance when it is concerned by this new subcontracting.

Insofar as possible, the Company shall assist the Client in fulfilling its obligation to respond to requests to exercise the rights of the persons concerned, in particular the rights of access, rectification, deletion, opposition and data portability. This assistance will be invoiced in addition at the Company's usual hourly rate, increased by the coefficients provided for by law.

The Company shall notify the Client of any personal data breach after becoming aware of it. Such notification shall be accompanied by any relevant documentation to enable the Client, if necessary, to notify the relevant supervisory authority of the breach.

The processing records will be made available to the supervisory authority or the controller on request.

At the end of the Business Relationship, the Company undertakes to destroy all personal data or, at the Client's request, to return the personal data to the subcontractor appointed by the Client.

The Company shall make available to the Client the documentation necessary to demonstrate compliance with all such obligations and to enable and assist in audits, including inspections, by the Client or another auditor appointed by it.

If necessary, you can contact the Company's DPO at dpo@microtis.lu.

The Company undertakes not to transfer personal data outside the Grand Duchy of Luxembourg without the prior authorization of the Client and in a secure environment in accordance with the requirements of the applicable legislation, i.e. either to countries offering an adequate level of protection as defined by the European authorities, or to entities that have signed standard contractual clauses as issued by the European authorities.

18.3 Obligations of the Customer

The Customer alone determines the purposes and means of the processing of personal data for which it is responsible. In cases where the Customer intends to subcontract the processing of personal data, it is up to the Customer to select a subcontractor with sufficient guarantees regarding the implementation of the required technical and organizational measures, in accordance with Article 28 paragraph 1 of the European Regulation EU/2016/679 (hereinafter "RGPD").

Insofar as personal data for which the Client is the data controller is subcontracted to the Company, the Client declares that it has complied with all legal obligations regarding the protection of personal data and therefore in particular

• to have ensured, insofar as all or part of the personal data whose processing is subcontracted to the Company have already been subcontracted to a third party, that this third party subcontractor presents sufficient guarantees as to the implementation of the technical and organizational measures required in accordance with Article 28 paragraph 1 of the RGPD ;
• to have communicated to its customers the information relating, in particular, to the duration of data retention, the right of access, rectification and deletion of data, as well as the right to limit or object to the processing of their personal data, in accordance with the provisions referred to in Articles 13 to 21 of the RGPD ;
• have implemented an internal policy, as well as appropriate technical and organizational measures, to demonstrate to the supervisory authorities at any time that the processing of personal data complies with the requirements of Articles 24 to 26 of the GDPR.

In cases where the service ordered by the Client requires the written consent of its customers for the processing of their sensitive personal data referred to in Article 9.1 of the GDPR, the Client undertakes to obtain the written consent of its customers before communicating such data to the Company, in accordance with Article 7 of the GDPR, and guarantees to the Company the fulfilment of such diligence.

The Client shall indemnify the Company for any damage it may suffer as a result of the Company's failure to comply with its obligations in relation to the protection of personal data.

19. CONFIDENTIALITY

Confidential Information" means any commercially and/or technically sensitive information of a confidential nature concerning the Client and/or the Company including, without limitation:

• any information relating to current or future services and/or products, including but not limited to computer codes, drawings, specifications, technical notes and graphics, computer printouts, technical memoranda and correspondence, product development agreements and related agreements/contracts;
• information and material relating to purchasing, accounting and marketing activities 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 the course of the Business Relationship

The Company and the Client undertake not to, at any time during the term of the Business Relationship and after its expiry or termination (for whatever reason):

• disclose to a third party any confidential information of the other party; and/or
• use the other Party's confidential information for purposes other than those related to the performance of its obligations or the exercise of its right under the Business Relationship and promptly notify the other Party of any unauthorized dissemination, disclosure or access to confidential information shared, in whole or in part, under the Business Relationship.

The Company may disclose the Customer's confidential information to its employees, officers, agents, subcontractors or advisors who need to know such information in the course of performing its obligations under the Business Relationship. The Company shall ensure that its employees, officers, representatives or advisors to whom it discloses the Customer's confidential information comply with this clause.

The provisions of this clause shall not apply to information which is or becomes public through no fault of the receiving party or which the receiving party can prove was lawfully in its possession prior to the date of disclosure; or which is received from any third party having the right to disclose such information; or which the disclosing party has agreed, by written approval, to be disclosed to third parties.

The Company may disclose the Client's confidential information if required to do so by law, a court of competent jurisdiction or any governmental or regulatory authority and shall promptly inform the Client of such disclosure, where legally permitted.

20. NULLITY

The invalidity of any clause or part of a clause in these General Terms and Conditions of Sale and Services shall not affect the other clauses in whole or in part. The clause or part of a clause concerned shall be replaced as far as possible by a valid provision of equivalent effect.

21. JURISDICTION AND APPLICABLE LAW

The Commercial Relationship between the Company and its Clients in the Grand Duchy of Luxembourg or abroad is subject to Luxembourg law. In the absence of a prior written agreement between the Parties, any dispute relating to this relationship shall fall under the exclusive jurisdiction of the Courts of Luxembourg.