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.


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.


  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.


  1. The 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 terminate the Contract at any time and without compensation by giving the Customer a prior written termination notice of at least 90 days.
  3. 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.
  4. 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.
  5. Termination of any part of this Contract shall not affect any accrued rights, remedies, obligations or liabilities existing prior to termination.
  6. Upon termination or expiry of the Contract, Supplier shall delete any personal data in accordance with its standard retention periods, unless instructed otherwise by the Customer in a formal request. In the latter case, this request will be subject to the initiation of a project, which may incur costs to be defined and agreed by the Parties.


  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.


  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. All invoices must be paid in full within thirty (30) days from the date of the relevant invoice. Any dispute regarding an invoice or part thereof shall not affect the Customer’s obligation to pay the invoice in full pending resolution of the dispute. Any invoice shall be deemed correct and irrevocably accepted by the Customer unless the Customer has notified Supplier in writing within 30 (thirty) calendar days from the date of the invoice that the invoice or part thereof is disputed. Such notification shall include the relevant invoice number and all details of the reason for the dispute.
  3. In the event of non-payment within the timeframe specified in clause 5.2, legal interest for payment delay as defined by the Luxembourg Law of 18 April 2004, as amended, are due to Supplier by Customer. Furthermore, Customer shall pay an indemnity to Supplier amounting to 15% of the outstanding amount with a minimum amount of EUR 40. In addition to this, statutory interest shall start to run automatically from the first day following the expiration of the thirty (30) day-period without having to send a formal notice (mise en demeure) to the Customer.
  4. Invoices shall be paid by bank transfer.
  5. Supplier shall have the right at any time without notice to vary the price of the Services 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.
  6. Supplier may, by giving notice to the Customer, increase the price of the Services to reflect any increase in its cost that is due to:
    • a) any factor beyond Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
    • b) any request by the Customer to change the delivery date, quantities or types of Services ordered, or the specifications;
    • c) any delay caused by any instructions of the Customer or failure of the Customer to give Supplier adequate or accurate information or instructions;
    • d) where Supplier notes a decrease of no less than 30% of the production volume during a period exceeding three (3) months.


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.


  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.


  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 law.
  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.
  3. 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.


  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


  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.
  3. Customer guarantees, 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.
  4. Customer hereby consents to act as a reference for Supplier and hereby authorize Supplier to use its trademark, name and logo for that purpose. Supplier obtains no rights in Customer trademarks except for the limited right of use and display described in the present paragraphs, and Customer retains all right, title and interest in its trademarks.


  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:
  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.
  4. 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.
  5. Specific terms on testing environment: in order to conduct proper user acceptance testing, Customer shall provide Supplier with representative test data, i.e. reflecting the actual data flow between the Customer and the Supplier. Customer must ensure that such test data does not contain any personal data and that any personal data is anonymised. Supplier shall not keep data more than three (3) months after Customer acceptance of the test. 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.


  1. To the extent required for Supplier to perform its obligations, Supplier will be granted, on a strict « need-to-know » and/or « least privilege »-basis, access and entitlements to Customer operating environment premises, equipment, IT systems, Customer data, software, assets or other property which is owned or used by Customer and which is, or may be, used in connection with the provision or receipt of the Services.  Supplier will keep any required documentation in order to comply with Applicable Laws and within applicable limitation period, in particular to demonstrate the proper execution of this Contract.
  2. Customer represents and warrants that (i) it is authorized to provide Customer Data and (ii) the Customer Data will not contain (a) controlled data requiring any export or other license; (b) classified information or information deemed to be a state secret; (c) malware or other instruction intended to disrupt, harm, interfere with or otherwise adversely affect any software or hardware; (d) any content which violates any applicable law; (e) any error, omission and/or inaccuracy; or (f) any content that infringes the intellectual property rights of any third party.
  3. In the event Customer becomes aware that any Customer Data provided to Supplier is in breach of the representations and warranties set forth in the foregoing Clause 12.2., Customer will notify Supplier immediately, in writing, to the extent permitted by law and immediately remove such Customer Data until Customer has obtained all licenses, approvals and consents necessary for Supplier to lawfully access and use the Customer Data as required to support Customer under this Contract.
  4. Customer is solely responsible for the design, adequacy, accuracy, reliability, safety, conformance with government standards or regulations, and content of the Customer Data, including fitness for its intended purpose. Customer, at its expense, will indemnify, defend and hold harmless Supplier and its parent company, their respective parents and affiliates and the assignees of each, and their respective directors, officers, employees and agents from any and all claims and liabilities (including claims by third parties), and costs and expenses (including attorneys’ fees) arising out of or in any way relating to (i) Customer Data, including but not limited to any claims for injury to or death of any person or persons, including employees of Customer but not employees of Supplier, or for loss of or damage to any property, and (ii) Customer’s breach of its representations and warranties set forth in Clause 12.2. above.
  5. In the event Customer uses a third-party subcontractor to transfer Data to Supplier, such transfer shall be deemed as being effected by Customer, and Customer shall remain responsible to Supplier for the performance and observance of all its obligations under this Contract, and shall bear all liability, damage and/or cost as a result thereof. For the avoidance of doubt, any communication or escalation process shall be exclusively between the Parties and Customer shall remain the sole contact point for Supplier.


  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 Contract 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 for the shorter period of (i) two years since Contract termination or expiry or (ii) two years after the Confidential information has been received by Receiving Party.


In order to enforce any audit following a mandatory regulation applying to Customer, 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.


  1. In case of complaint, the Customer shall follow the steps depicted on
  2. Any claim in relation with any production shall be brought in writing to the attention of Supplier within 90 (ninety) days from the date such production (including but not limited to developments and test phase) was released or its specifications defined, as applicable and whichever occurs first. If no claim is filed during this period of time, the production shall be deemed irrevocably accepted by the Customer, and Supplier shall incur no liability as a result thereof.
  3. The courts of Luxembourg will have sole jurisdiction and the law of Luxembourg will govern any dispute arising from this Contract.


  1. This Contract contains the entire agreement and understanding of the Parties and it supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Contract.
  2. In the event of an inconsistency between the provisions of the various above-mentioned contractual documents, such provisions will prevail in the following order: 1) the Agreement, 2) the Order and 3) these General Terms and Conditions.
  3. 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.
  4. 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.