Victor Buck services general terms and conditions

These General Terms and Conditions (“GTC”) are applicable to all services (“Services”) provided by Victor Buck Services (“Supplier”) to its customers (“Customer”) via notably acceptance of an offer, order confirmation by Customer or acceptance of a service request by Supplier (“Order”’). The contract between Supplier and Customer is formed by these GTC and, as the case may be, the provisions of the relevant Order (“Contract”) unless the Supplier and the Customer have agreed otherwise in a separate agreement (“Agreement”). In case of conflict, the Contract or the Agreement prevails on the GTC. Contradictory terms and Customer’s conditions are in no event binding upon Supplier.

1. Offers

All Quotations or High Level Estimation (“HLE”) or any other Services Offer (“Offer(s)”) have a validity period of forty five (45) days. Any estimate and production schedule as set out in the Offer will be confirmed only upon receipt of the approval by Customer to proceed.
Once approved, if any changes are made in the requirements at any time while the work is in progress, any applicable supplementary charges shall be adjusted in respect of the additional work or amendments. If a service is commissioned and subsequently cancelled or reduced in scope by the Customer, charges will be payable for all completed work up to the cancellation date.

2. Obligations of the parties

1. Supplier has an obligation of means to provide the Services in accordance with good industry practices. Deliverance dates are indicative only except where Customer expressly stipulated on the Order that the date is of essence.
2. Customer has the obligation to cooperate with Supplier in order to enable the latter to perform the Services.
3. To the extent permitted by applicable law, each party shall promptly notify the other party if it becomes aware of any regulatory finding, ruling or investigation, litigation, arbitration or other disputed matters, which may materially impact the provision of the Services.

3. Term and termination

1. Contract shall take effect on the last signature date of the Order and shall continue for a limited duration until the later of: (i) the termination date specified therein (if any) or (ii) the complete provision of the Services specified in the Order.
2. Supplier may at any time by notice in writing to Customer terminate this Contract forthwith if (i) there is a change of control in Customer (other than where such change of control relates only to a restructuring within Customer), (ii) Customer is insolvent or unable to pay its debts or (iii) Customer does not comply with applicable laws.
3. Either party may at any time by notice in writing to the other party terminate the Contract either in part or in whole forthwith, if the other party is in breach of the Contract and (i) the breach is material and capable of remedy and the breaching party shall have failed to remedy the breach within 30 days of written notice (mise en demeure) to such breaching party specifying the breach or (ii) the breach is material and not capable of remedy.

4. Change request

1. Save where otherwise required by applicable law, neither party shall be obliged to agree a change request originated by the other party.
2. Any change request may impact the price and delivery of the Services.
3. Improvements to Supplier’s systems, software and processes made in the ordinary course of its business that do not affect or alter the Services (levels) may be made by Supplier without Customer’s consent.

5. Price payment

1. Estimated price in Quotations or HLE may be subject to a variation of +/- 30%.In addition to the price specified on the Order, Customer shall pay any value added tax or any other applicable sales or use tax, surcharge. Supplier may charge (i) an additional EUR 140 (excl. VAT) for carriage and handling for every Order where the net amount invoiced is inferior to EUR 250 (excl. VAT) and (ii) additional costs for registered express delivery.
2. Supplier shall have the right upon not less than one (1) month's written notice to vary the price by an amount not exceeding the increase of the Luxembourg consumer price index since the execution of the Contract or during the period since Supplier last varied the price. Supplier may also increase the unit price of 10% where there is a decrease of more than 30% of the production volume during a period exceeding 3 months.
3. All invoices must be paid in full 30 days from receipt. In the event of non-payment within this time, legal interest for payment delay as defined by the Luxembourg Law of 18 April 2004, as amended, are due to Supplier by Customer. In addition thereof, Customer shall pay an indemnity to Supplier amounting to 15% of the outstanding amount with a minimum amount of EUR 40.  If the invoice is disputed, this must be notified to Supplier within 15 days from the invoice’s receipt. Any dispute of the invoice outside this period will not be considered.
4. Invoices shall be paid by bank transfer.

6. Project on hold

Any project put on hold will be considered as such for a maximum period of 90 days from UAT start, after which Test Data will be deleted. Any such project requiring to be relaunched will be subject to a new project planning which may incur additional timing, analysis and costs.

7. Liability

1. In no event shall Supplier be liable to Customer (i) for any indirect or consequential loss or damage, or (ii) for loss (whether direct or indirect) of profits, revenue, business, opportunity or anticipated savings (even when such loss or damages were foreseen, foreseeable or known).
2. The maximum aggregate liability of each party in contract, tort (including negligence and breach of statutory duty) or otherwise for any default or series of related defaults of Supplier (including of its directors, officers, employees, contractors, affiliates or agents) shall not exceed the price that Customer has paid to Supplier under the terms of the Contract during the immediately preceding 6 months period.
3. Nothing in this Contract shall exclude, restrict (or prevent a claim being brought in respect of) any liability arising from death or personal injury resulting from negligence, fraud or other liabilities which cannot lawfully be limited or excluded.

8. Force majeure

1. Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever to the extent resulting from a force majeure event, as defined by Luxembourg courts.
2. If either of the parties shall become aware of circumstances of force majeure which (are likely to) give rise to any such failure or delay on its part, it shall forthwith notify in writing the other and specify in such notification the estimated time such failure or delay shall continue. If the force majeure event continues for more than 10 working days after the day on which the force majeure event starts, the party which is not the affected party may terminate the relevant Order by giving not less than five 5 days' written notice to the affected party.

9. Subcontracting

1. Supplier may delegate the Services to be performed under this Contract to a subcontractor without prior consent of the Client except where the services sub-contracted are either essential to the provision of Services or create a conflict of interest.
2. In case of sub-contracting, Supplier shall remain responsible to Customer for the performance and observance of all obligations under this Contract

10. Intellectual property

1. Supplier’s data and materials remain Supplier’s sole property. Supplier’s data and materials may not be reproduced, displayed or distributed to persons outside of Customer’s organisation, except to Customer’s clients which are benefiting from the Services.
2. Customer hereby grants a royalty-free,non-exclusive, and non-transferable licence to Supplier to use and reproduce its intellectual property rights during the term of the Contract to the extent necessary for the provision of the Services and guarantee, in case Customer is not the owner of such intellectual property rights, that it has all required authorization or licence from the owner to grant a royalty-free, non-exclusive, and non-transferable sub-licence to Supplier for the scope of this Contract.

 11. Data protection

1. Customer shall act as data controller and Supplier as data processor within the meaning of the European General Data Protection Regulation (“GDPR”).
2. Supplier commits to comply with the GDPR and in particular with the obligations laid down in Art. 28 (3) GDPR. Supplier processes personal data exclusively on Customer’s written instructions, based on the standards described herein: victorbuckservices.com/Information-Pages/Data-Privacy-Policy.
3. Except where Customer instructs Supplier differently, the processing shall be limited to what is necessary for the execution of the Services and personal data shall not be kept after the provision of the Services. Customer grants a general authorization to Supplier to appoint sub-processors to the extent Art. 28 (4) is complied with. Categories of personal data to be processed by Supplier are the personal data usually processed by Customer in relation to its professional activities. Except where Customer instructed otherwise or where the Services inherently imply the transfer of personal data to third countries, the personal data may be transferred to a third country.
4. Specific terms on testing environment: in order to conduct proper user acceptance testing, the Customer shall provide the Supplier with representative test data, i.e. reflecting the actual data flow between the Customer and the Supplier. The Customer acknowledges that test environment per its nature does not offer an identical security level or configuration as of the production environment. As a consequence, the Customer takes full responsibility for the selection of representative data to be extracted from real data and for any processing of such data in a test environment. The Customer warrants it has full capacity and authority in this respect and commits to collect the prior written consent of the data owners when necessary, in accordance with applicable laws, should the Customer perform itself the extract or instruct the Supplier to do so. The Customer shall indemnify and hold the Supplier harmless for itself and on behalf of its agents and personnel against any actions, costs, claims, damages, expenses, proceeds and legal fees arising out directly or indirectly of any non-compliance by the Customer in the provision of such user acceptance testing in a test environment.

12. Confidentiality

1. Within the course of the preparation or execution of the Contract or Agreement, either Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”), information of technical, financial, commercial or personal nature, which shall be considered as Confidential Information. The terms of this Agreement and the preparatory documents, records of meetings and correspondence between the Parties thereto are also considered as Confidential Information;
2. Confidential Information transmitted by one party (“Disclosing party”) to the other (“Receiving Party”) in the Order and during the execution of the Services shall not be disclosed to third parties by the Receiving Party without Disclosing Party’s prior written consent.
3. This obligation shall survive the Contract’s termination.

13. Complaints – Governing law – Jurisdiction

1. In case of complaint, the Customer shall follow the steps depicted on victorbuckservices.com/Information-Pages/Complaint.
2. The courts of Luxembourg will have sole jurisdiction and the law of Luxembourg will govern any dispute arising from this Contract.

14. Audit

1.  At Customer’s request with a prior written notice of not less than 30 calendar days, the Supplier shall, once a year, grant the Customer reasonable access to (i) the relevant premises of the Supplier accompanied by appropriate Supplier personnel during normal business hours and (ii) all documents, computer systems and data that relate to the duties of the Supplier under this Agreement or any Order, to the extent reasonably necessary for the purpose of verifying the Supplier's compliance with its obligations under this Agreement (the "Access and Audit Right").
2. In order to enforce this Access and Audit Right, the Supplier will at its own costs assist the Customer for up two (2) working-man days. Where the enforcement of this Clause requires further assistance, such assistance will be invoiced to the Customer.

15. Miscellaneous

1. The failure of any party to insist upon strict performance of any provision of this Contract, or the failure of any party to exercise any right or remedy to which it is entitled, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by the Contract. A waiver of any breach shall not constitute a waiver of any subsequent breach. No waiver of any rights or remedies under this Contract shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing.
2. If any provision of the Contract is held to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Contract had been executed without the invalid, illegal or unenforceable provision. In the event the relevant invalid provision is fundamental as to prevent the accomplishment of the purpose of this Contract, Customer and Supplier shall immediately start good faith negotiations to remedy such invalidity.