Terms & Conditions
These General Conditions (the "General Conditions") apply to all assignments accepted by MAQIT, unless otherwise agreed in writing. The Contract between MAQIT and the Customer specifies the legal rights and obligations governing the offer of services ("the Offer") and the provision of services by MAQIT, as well as the receipt and use thereof by the Customer.
The Contract in its entirety consists of: these General Terms and Conditions, the Offer itself and, where applicable, specific conditions.
These General Terms and Conditions form an integral part of the Offer which accompanies them and which identifies the assignment to which they relate. MAQIT is not bound by the terms and conditions of any other party.
In the event of any conflict between the Offer and these Terms of Service, these Terms of Service shall prevail, unless a specific reference to a provision of these Terms of Service is made in the Offer.
Other capitalised words in these Terms of Service shall have the meaning given to them in the Offer.
Any deviations from these General Terms and Conditions will only take effect after written confirmation by MAQIT.
A Service offer issued by MAQIT does not imply our commitment to render the Services described in the Offer, until a valid contract has been concluded. It attempts to give a precise description of the work to be performed and is valid for a period of two (2) months, unless otherwise agreed.
Services and responsibilities
MAQIT will provide the Services described in the Offer and will use reasonable commercial efforts to provide the Services in an efficient and timely manner, using the necessary skills and expertise at an appropriate professional level. Where the Engagement refers to the Customer's contribution or is silent, this means that MAQIT will use reasonable skill and care to assist the Customer in its project, but that the Customer will be responsible for the overall management and control of the Services and the results to be achieved through the use of our Services. MAQIT disclaims all other warranties, express or implied, including, without limitation, warranties, representations or conditions of merchantability or fitness for a particular purpose.
Use of draft reports
Unless otherwise agreed, the Customer acknowledges that reliance should not be placed on draft reports, conclusions or advice, whether oral or written, issued by MAQIT, as drafts may be subject to further work, revisions and other factors which may mean that drafts are substantially different from any final report or advice issued.
The Customer is obliged to cooperate unreservedly in the execution of the assignment and to provide MAQIT with everything necessary for this purpose. This obligation implies in particular that the Customer's employees are available for the assignment during the agreed period, and that the data required for the proper execution of the assignment are supplied to MAQIT in good time.
Notwithstanding MAQIT's duties and responsibilities with respect to the Services, the Customer retains responsibility for:
The management, conduct and operation of its business and affairs,
Deciding on the use and the extent to which they wish to rely on, or implement advice or recommendations or any other product of the Services provided by MAQIT,
Making any decision affecting the Services or any Service product,
The delivery, realisation or realisation of any benefit directly or indirectly related to the Services that require implementation by the Customer.
Where the Customer requests MAQIT or where the nature of the Services is such that it is likely to be more efficient for MAQIT to carry out the work at the Customer's premises or using the Customer's computer systems or telephone networks, the Customer shall ensure that all arrangements are made for such access, security procedures, virus checks, facilities, licences or consents as may be required.
The Customer acknowledges and accepts the risks associated with Internet e-mail communication, including (but not limited to) the risk of lack of security, unreliability of delivery and possible loss of confidentiality and privilege. Unless the Customer instructs MAQIT in writing not to communicate by Internet e-mail, MAQIT accepts no responsibility for the risks associated with the use of this means of communication.
Fees, charges and payments
Unless otherwise stipulated in the Offer, the costs of the assignment include the fees determined on the basis of the work time required and expenses to cover costs that are not included in MAQIT's fees, such as travel, hotel, secretarial and meal expenses. MAQIT's fees and expenses are expressed in euros and exclude VAT.
MAQIT reserves the right to revise the fees and expenses used as a basis for calculating the assignment costs, if it appears in the meantime that changes in salaries and expenses justify this. In particular, MAQIT will adjust the Offer prices in line with changes in the Luxembourg wage index. The starting point is the value of this index in effect at the date of the signature of the Contract.
Any change in the Offer or in the scope of the Services required may result in adjustments to the agreed fees.
Invoices will be issued in line with the spirit of the Assignment. Time and materials assignments will be invoiced monthly, on the basis of the time actually spent delivering the Services. Fixed price assignments will be invoiced monthly, based on an estimate of the rate of completion of the Assignment. MAQIT reserves the right to invoice an upfront fee of up to 20% of the total fees foreseen for the Assignment. All of this, unless otherwise stipulated in the Offer. Invoices must be paid within 21 days of the invoice date.
In the event of non-payment, MAQIT may charge interest on any unpaid balance at the legal interest rate for late payment applicable to commercial transactions.
If the assignment is terminated or suspended, MAQIT is entitled to payment of expenses incurred up to that time and to payment of fees for work performed, plus taxes thereon (if any). MAQIT's fees for the work performed will in this case be calculated by reference to MAQIT's hourly rates at the time the work was performed.
Where there is more than one beneficiary of the Services, unless the Offer provides for payment of MAQIT's fees by a single beneficiary or by a third party, all beneficiaries shall be fully liable separately for payment of MAQIT's fees, as well as collectively, and MAQIT shall have the right to demand payment in full from any and all beneficiaries.
MAQIT reserves the right - after consultation and agreement with the Customer, such agreement not to be unreasonably withheld - to modify the composition of the project team, while ensuring continuity of activities and maintaining the required competence of the team.
Modification of the contract
Any modification or variation of the Services must be in writing and signed by an authorised representative of each party. In the event of any inconsistency between the Offer and any other element of the Contract, the Offer shall prevail. In the event of any inconsistency between these General Conditions and any Specific Conditions that may apply, the Specific Conditions shall prevail.
All data notified to MAQIT by the Customer, which is of a confidential nature, will be treated as strictly confidential. Although MAQIT also requires its employees to respect the confidentiality of such information, MAQIT accepts no liability in the event of its employees failing to respect this secrecy, if it can be reasonably assumed that it was impossible for MAQIT to prevent such disclosure.
Personal data protection
In this clause, the terms "personal data", "processing", "data subjects", "controller", "processor" or "personal data breach" shall have the meaning ascribed to them in Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the "GDPR"), and any other applicable European or national data protection law (all together, the "Data Protection Legislation").
The parties acknowledge that, in the performance of their respective contractual obligations under this Contract, both parties process personal data ("Personal Data") in their capacity as data controllers.
Each Party shall comply with its obligations under applicable data protection legislation. In particular, each Party shall:
ensure that the processing of Personal Data is lawful, including the collection of Personal Data and the disclosure of Personal Data to the other Party;
take appropriate technical and organisational measures to ensure the integrity and confidentiality of Personal Data, in accordance with Data Protection Legislation;
delegate the processing of Personal Data only to subcontractors offering sufficient guarantees to implement appropriate technical and organisational measures, so that the processing meets the requirements of the Data Protection Legislation and ensures the protection of the rights of the persons concerned.
Where, as part of the performance of this contract, the Customer provides Personal Data to MAQIT, it shall ensure that the Data Subjects have been properly informed of the relevant aspects of the processing, in accordance with and within the limits set by Articles 12 to 14 of the GDPR, and any other relevant provisions of the Data Protection Legislation.
Conversely, when MAQIT collects and then provides Personal Data to the Customer as part of the performance of the contract, MAQIT is responsible for informing Data Subjects about the processing of their Personal Data, in accordance with and within the limits set by Articles 12 to 14 of the GDPR, and any other relevant provisions of the Data Protection Legislation, unless the Parties have expressly agreed otherwise.
Where appropriate or necessary, the parties shall assist each other in good faith and taking into account the ease of performance of their respective data protection obligations, in particular with regard to the information to be provided to data subjects, the security of processing, the performance of data protection impact assessments, the notification of data breaches and the handling of requests from data subjects exercising their rights under data protection legislation.
Copyrights and intellectual property rights
MAQIT retains ownership of the copyright and all other intellectual property rights in the Services product, whether oral or tangible, as well as ownership of its working documents. The Customer agrees that it is not authorised, with or without the support of a third party, to reproduce, disclose, provide to third parties or exploit these products, which also include software programs, system designs, work procedures, advice and agreements (templates).
The Customer acquires ownership of any Services product in tangible form upon payment of MAQIT's fee for such product. For the purpose of providing Services to the Customer or other customers, MAQIT and its personnel shall have the right to use, develop or share among themselves the knowledge, experience and general applicability skills acquired in the course of providing the Services.
Employment of personnel
Neither the Customer nor MAQIT will seek to recruit personnel from the other party during the execution of the assignment and for a period of 2 years thereafter.
MAQIT shall only be liable to the Customer for damage caused to the Customer as a direct consequence of breaches by MAQIT or persons for whom MAQIT is responsible, insofar as such breaches could have been avoided under ordinary circumstances by good professional knowledge and normal care and diligence.
In any event, the damages payable by MAQIT, in the event of such a breach, are limited to the amount of the fees provided for in the Offer.
No action, regardless of form, arising out of or relating to this covenant may be brought by either party more than one year after the cause of action arose, except that an action for non-payment may be brought by a party no later than 5 years after the date of the last payment due to such party hereunder.
To the fullest extent permitted by applicable law, the Customer shall indemnify MAQIT and its partners for any loss arising directly from the Contract or from any breach of the Contract. Indemnification excludes indirect, special and punitive damages.
If any term or other provision of the General Terms and Conditions, the Offer and, where applicable, the Specific Terms and Conditions, is held to be illegal, invalid or unenforceable, all other terms and provisions hereof shall nevertheless remain in full force and effect.
In addition, MAQIT agrees to replace any invalid, void or unenforceable term or provision with a valid and enforceable term or provision that most closely reflects the original intent of the parties.
Neither the Customer nor MAQIT shall be liable for any failure or delay in the performance of their obligations under the contractual terms and conditions resulting from an event of force majeure as defined by applicable law or jurisprudence. The Customer expressly acknowledges that its lack of financial capacity to pay the fees for the Services provided by MAQIT shall under no circumstances be qualified as force majeure.
MAQIT shall not be liable for any direct or indirect loss or damage resulting from MAQIT's inability to fulfil any of its obligations under these General Terms and Conditions, the Assignment of Service and, where applicable, the Specific Terms and Conditions, due to an event of force majeure or the act of a third party.
Applicable law and jurisdiction
This Contract is governed by Luxembourg law. This applies to both substantive and adjectival rules, to the exclusion of both Luxembourg conflict of laws rules and legal provisions contrary to the terms of the Contract. Any dispute relating to the Contract, its interpretation or its performance, which cannot be settled amicably, shall be submitted to the exclusive jurisdiction of the Luxembourg courts.