1. Terms and Conditions 

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These general terms and conditions of use (the "general terms and conditions") apply to all contractual relationships between MAQIT S.A., a public limited company under Luxembourg law, registered in the Luxembourg Trade and Companies Register under number B195362, with its registered office at 2, rue Drosbach, L-3372 Leudelange, Luxembourg, (hereinafter referred to as "MAQIT") and its clients, unless otherwise agreed in writing.  

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The general terms and conditions apply to any use of the services and platforms provided by MAQIT exclusively to professional clients, namely: 

• Legal entities, whether public or private, acting for purposes falling within the scope of their commercial, industrial, craft, liberal or agricultural activity; 

• Professionals who are natural persons and act within the scope of their professional activity. 

 

The general terms and conditions do not apply to natural persons acting for non-professional purposes, classified as consumers or non-professionals within the meaning of the Consumer Code. 

 

By accessing the services offered by MAQIT, all users expressly declare that they are professionals within the meaning of the applicable regulations. 

 

The contract concluded between MAQIT and the Client specifies the legal rights and obligations governing the offer of services (the "offer"), the provision of these services by MAQIT, and their receipt and use by the Client.  

 

The contract (including its appendices and any amendments), the general terms and conditions, the offer itself and, where applicable, the specific conditions constitute the entire agreement between MAQIT and the Client.  

 

The general terms and conditions are published on the MAQIT website at https://www.maqit.lu/terms-and-conditions, to which the offer expressly refers. The general terms and conditions form an integral part of the offer that identifies the service to which they relate. MAQIT is not bound by the general terms and conditions of any other party.  

 

In the event of any discrepancy or incompatibility between the provisions of the contract and those of the general terms and conditions, the terms of the contract shall prevail over those of the general terms and conditions. 

 

Any derogation from the general terms and conditions shall only take effect after written confirmation by MAQIT. 

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2. Offer of services 

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The issuance of a service offer by MAQIT shall in no way constitute a commitment on its part to perform the services described therein until a contract has been validly concluded. The purpose of the offer is to provide a precise description of the services envisaged and is valid for a period of two (2) months from the date of issue, unless otherwise agreed. A contract is considered to be validly concluded from the date on which the offer is dated and signed by the Client. The general terms and conditions are considered to be automatically accepted by the Client upon signing the offer. 

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3. Services and responsibilities 

 

MAQIT shall provide the services described in the contract (the "Services") and shall use reasonable commercial efforts to provide such Services in an efficient and timely manner, using appropriate skills and expertise. Where the contract refers to the Client's contribution or is silent, this means that MAQIT will exercise reasonable skill and care in assisting the Client with their project, but that the Client will be responsible for the overall management and control of the services and the results to be achieved through the use of MAQIT's services.

 

MAQIT disclaims any other warranty or liability of any kind, express or implied, including, but not limited to, warranties, representations or fitness for a particular purpose or need of the Client.  

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4. Use of draft reports 

 

Unless expressly stated otherwise in the contract, the Client acknowledges that draft reports, conclusions, opinions or advice, whether oral or written, issued on a provisional basis by MAQIT, shall not be considered final and shall not form the basis for any decision-making. These preliminary documents are subject to change, addition or revision in the course of the work in progress, and may therefore differ substantially from the final report or opinion communicated by MAQIT.  

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5. Client responsibilities 

 

The Client acknowledges that it is their responsibility to ensure, prior to the conclusion of the contract, that the services offered by MAQIT meet their specific requirements and the use they intend to make of them. 

 

The Client is required to cooperate fully in the performance of the services by MAQIT and to make available to MAQIT everything necessary for this purpose. This obligation implies, in particular, that the Client's employees are available during the agreed period and that all elements, data or means required for the proper performance of the services by MAQIT are provided to MAQIT in a timely manner. 

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Notwithstanding MAQIT's duties and responsibilities with regard to the services, the Client remains responsible for the following:  

• The management, conduct and operation of its activities and affairs,  

• Deciding on the use, extent to which it wishes to rely on, or implement advice or recommendations or any other product of the services provided by MAQIT, 

• Making any decisions affecting the services or any service product, 

• The delivery, performance of the services or realisation of any benefit directly or indirectly related to the services that requires implementation by the Client.  

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When the Client requests MAQIT or when the nature of the services is such that it is likely to be more efficient for MAQIT to carry out the work on the Client's premises or using the Client's computer systems or telephone networks, the Client shall ensure that all arrangements are made for access, security procedures, virus checks, installations, licences or consents that may be necessary. 

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6. Communication by email 

 

The Client acknowledges and accepts the risks associated with communication by email over the Internet, including (but not limited to) the risk of security failure, unreliable delivery and possible breach of confidentiality. MAQIT accepts no liability for the risks associated with the use of email unless the Client requests in writing that MAQIT not use this means of communication. 

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7. Rights, fees and payment 

 

Unless otherwise stipulated in the offer or contract, the costs of the services include fees determined on the basis of the time required and expenses intended to cover costs not included in MAQIT's fees, such as travel, hotel, secretarial and meal expenses. MAQIT's fees and expenses are expressed in euros and are exclusive of VAT. 

 

MAQIT reserves the right to revise the fees and expenses used as the basis for calculating the costs of providing services if it appears in the meantime that changes in salaries and expenses justify this. In particular, MAQIT will adjust the contract prices in line with changes in the Luxembourg salary index. The starting point is the value of this index in force on the date of signature of the contract. 

 

Any change to the contract or the scope of the services required may result in adjustments to the agreed fees. 

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Invoices will be issued in accordance with the nature of the services. Services provided on a time and materials basis will be invoiced monthly, based on the time actually spent providing the services. Services provided on a fixed-price basis will be invoiced monthly, based on an estimate of the rate of completion. MAQIT reserves the right to invoice a deposit of up to 20% of the total amount of the fees expected for the service. The provisions of this clause apply unless expressly waived in the offer or contract. Invoices must be paid within 30 days of the invoice date. 

 

In the event that payment in instalments for a fixed-price mandate has been expressly agreed, any delay, even partial, in the payment of one or more instalments shall automatically and without prior notice render the balance immediately payable. 

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In the event of non-payment, MAQIT may charge interest on any outstanding balance at the statutory interest rate for late payment applicable to commercial transactions. 

 

If the service is terminated or suspended before the end of the contract, MAQIT shall be entitled to payment of expenses incurred up to that date and payment of fees for work performed, plus any applicable taxes. MAQIT's fees for work performed shall 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 contract provides for the payment of MAQIT's fees by a single beneficiary or by a third party, all beneficiaries shall be fully liable separately for the payment of MAQIT's fees, as well as collectively, and MAQIT shall be entitled to demand full payment from all beneficiaries, whoever they may be.  

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8. Termination clauses 

 

MAQIT reserves the right to terminate the contract in the event of non-performance by the Client of any of its obligations. Termination shall be effective after thirty (30) days' notice given to the Client by any means. 

 

In the event of non-payment of any instalment, MAQIT shall have the right to terminate the contract, subject to 30 days' notice. 

 

In the event of termination of the contract by MAQIT for any of the reasons set out in Article 8 MAQIT may require the Client to pay, as a penalty clause, a lump sum compensation equal to 25% of the total amount of the contract including VAT, without prejudice to any other recourse. 

 

The Client may terminate the contract at any time by giving three (3) months' notice, on the understanding that the fees remaining due for the initial commitment period shall become immediately payable. 

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9. Changes to the team 

 

MAQIT reserves the right to modify the composition of the project team, while ensuring the continuity of activities and maintaining the required competence of the team.  

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10. Modification of the contract 

 

Any modification or variation of the services must be made in writing and signed by an authorised representative of each party to the contract.  

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11. Confidentiality 

 

All data communicated to MAQIT by the Client, which is confidential in nature, will be treated as strictly confidential. Although MAQIT also requires its employees to respect the confidentiality of this information, MAQIT assumes no responsibility in the event that its employees fail to respect this confidentiality, if it can reasonably be assumed that it was impossible for MAQIT to prevent such disclosure.  

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12. Protection of personal data 

 

Depending on the nature of the contract and the services provided, MAQIT may need to access or process personal data. MAQIT and the Client undertake to comply with all applicable provisions of Regulation (EU) 2016/679 on the protection of personal data ("GDPR"), as well as any applicable national legislation on the subject. 

 

The terms and conditions governing the processing of personal data, as well as the respective obligations of MAQIT and the Client, are defined in the contract concluded between MAQIT and the Client and/or in MAQIT's Data Protection Policy, which can be consulted and is regularly updated on the MAQIT website.   

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13. Copyright and intellectual property rights  

 

MAQIT remains the owner of the copyright and all other intellectual property rights in the product or the services, whether intangible or tangible, as well as its working documents. The Client agrees that they are 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 programmes, system designs, work procedures, advice and agreements (templates).  

 

The Client acquires ownership of any tangible service products after paying MAQIT's fees for such products. For the purpose of providing services to the Client or other Clients, MAQIT and its staff have the right to use, develop or share internally the knowledge, experience and skills of general application acquired in the course of providing the services. 

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14. Employment of staff 

 

Throughout the term of the service and for a period of two (2) years following its termination, neither the Client nor MAQIT shall seek to recruit or attempt to recruit, directly or indirectly, any member of the other party's staff during the performance of the service. 

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15. MAQIT's liability 

 

MAQIT shall only be liable to the Client for damages caused to the latter as a direct result of infringements committed by MAQIT or by persons for whom MAQIT is responsible, to the extent that such infringements could have been avoided under normal circumstances through good professional knowledge and normal care and diligence. 

In any event, the damages owed by MAQIT in the event of such a breach shall be limited to the amount of the fees specified in the offer or contract. 

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16. Limitation period 

 

Unless otherwise required by law, any claim of any nature whatsoever based on or relating to the contract or the general terms and conditions must be brought within a maximum period of one (1) year from the occurrence of the cause of action. By way of derogation, any action for the payment of sums due under the contract may be brought until the expiry of a period of five (5) years from the date on which the last payment was contractually due. 

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17. Indemnification 

 

To the fullest extent permitted by applicable law, the Client shall indemnify MAQIT and its partners for any loss arising directly from the contract or any breach of the contract. Indemnification excludes indirect, special and punitive damages.  

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18. Severability 

 

If any term or other provision of the terms and conditions, the offer or the contract and, where applicable, the specific conditions, is deemed illegal, invalid or unenforceable, all other terms and provisions herein shall nevertheless remain in full force and effect. 

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Furthermore, MAQIT undertakes to replace any invalid, void or unenforceable condition or provision with a valid and enforceable condition or provision that best reflects the original intention of the parties. 

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19. Force majeure 

 

Neither the Client nor MAQIT shall be held liable for any failure or delay in the performance of their obligations under the terms and conditions resulting from a case of force majeure as defined by applicable law or case law. The Client expressly acknowledges that their financial inability to pay the fees for the services provided by MAQIT shall in no circumstances be considered a case of force majeure. 

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MAQIT shall not be liable for any direct or indirect damage resulting from MAQIT's inability to fulfil any of its obligations under the general terms and conditions, the contract and, where applicable, the special terms and conditions, due to a force majeure event or the actions of a third party. 

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20. Applicable law and jurisdiction 

 

The contract and the general terms and conditions are governed by Luxembourg law. This applies to both substantive and procedural rules, to the exclusion of Luxembourg conflict of law rules and legal provisions contrary to the terms of the contract. Any dispute relating to the contract or the general terms and conditions, their interpretation or their execution, which cannot be settled amicably, shall be submitted to the exclusive jurisdiction of the courts of the city of Luxembourg. 

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21. Amendment of the general terms and conditions 

 

These general terms and conditions of use may be amended to reflect legal, technical or operational developments. The Client is invited to consult them regularly in order to keep abreast of any changes. In the event of a substantial amendment, MAQIT undertakes to notify the Client in writing (in particular by e-mail or via the personal space) within a reasonable period of time before it comes into force.