Alleyesonme.jobs - Terms of Service

JBBD SARL-S is a simplified private limited liability company (société à responsabilité limitée simplifiée) under Luxembourg law, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B277575, with its registered office at 9, rue du laboratoire, L-1911, Luxembourg (hereinafter referred to as "Alleyesonme.jobs", "we" or "our"). The website alleyesonme.jobs, published by JBBD SARL-S, publishes job offers from third-party companies to which internet users can apply directly. The Company therefore connects recruiters, companies, and candidates.

These terms of use (the "Terms") between you and Alleyesonme.jobs govern your access to and use of the Alleyesonme.jobs website. In these Terms, the words "you", "your" and "Client" refer to the individual or legal entity that subscribes to the Alleyesonme.jobs website and accepts these terms of use in order to access and use the Alleyesonme.jobs website, either on their own behalf or on behalf of the legal entity contracting with Alleyesonme.jobs.

By accepting these terms, you agree to be bound by and to comply with their provisions. Your use of the Alleyesonme.jobs website indicates that you continue to accept these Terms. You acknowledge that electronic acceptance of these Terms has the same force and effect as if these Terms had been physically signed.

1. Definitions and Interpretation

1.1. Definitions

When used in these Terms, the following terms have the following meanings:

"Candidate" means the individual who submits any type of application for a job or internship to the Client via Alleyesonme.jobs;

"Documentation" means the installation, use and maintenance instructions, reports, and preparatory documents provided with the Alleyesonme.jobs website, regardless of their medium or format;

"Client Data" means all data, documentation, content or information submitted by or on behalf of the Client for the purpose of performing the Terms, or in connection with the use of the Alleyesonme.jobs website, including but not limited to personal data, audiovisual design (such as photographic images, animations, illustrations) or any other identifying or branding element of the Client, its clients or Candidates;

"Personal Data" has the meaning given to it under the GDPR;

"Intellectual Property Rights" means, without limitation and where applicable, all present and future patents, utility models, ideas and rights in inventions (whether or not patentable), improvements, all copyright and related rights (including, without limitation, moral rights, as well as rights of reproduction, distribution, communication to the public, rental and lending), trademarks (registered or not), service marks, design rights (registered or not), product names, logos, slogans, trade names, domain names, database rights, rights in confidential and/or proprietary information (including, without limitation, know-how and trade secrets), rights in software (including, without limitation, algorithms, application programming interfaces, source code, executable code and object code, devices, designs and circuit layouts), network configurations and architectures, concepts, marketing and development plans, methods and all other intellectual property rights, in each case whether registered or not, including all applications and all renewals or extensions of such rights, and all similar or equivalent rights or forms of protection with no geographic restriction. For the avoidance of doubt, Intellectual Property Rights also include and cover all Updated Versions, Improved Versions, version upgrades, enhancements, refinements, configurations, extensions and derivative works of the foregoing and of the Documentation or related manuals;

"Equipment" means all hardware, IT, communication and network equipment, intranet and internet connections, central processing units, servers and software, placed under your sole responsibility;

"Force Majeure Event" means any unforeseeable, irresistible and external event preventing the affected Party from performing its obligations under the Terms, in whole or in part, and includes in particular: power outages, technical malfunctions caused by third parties, epidemics, pandemics, quarantines, riots, wars, acts of terrorism, fires, floods, storms or earthquakes, and any natural disaster;

"Insolvency Event" means, with respect to a Party:

entering into, or resolving to enter into, an arrangement, composition, compromise or assignment for the benefit of its creditors or any class thereof in any relevant jurisdiction, on terms outside the ordinary course of business; being unable to pay its debts as they fall due, or suspending payment of all or a significant part of its debts, or publicly announcing in writing its intention to do so, or being deemed insolvent under any legal provision of any relevant jurisdiction; the appointment of a liquidator or provisional liquidator, or the appointment of an administrator, manager, trustee or similar officer over any of the Party's assets or business (the appointment of a receiver, administrator, trustee, custodian, provisional liquidator or similar officer includes, without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire or curateur in Luxembourg, or an analogous event occurring in any competent jurisdiction); an application, order or resolution made or passed for the winding-up of the Party (including, without limitation, bankruptcy, insolvency, liquidation, pre-bankruptcy composition (concordat préventif de la faillite), moratorium or suspension of payments, controlled management (gestion contrôlée), general settlement with creditors, reorganisation or similar laws affecting creditors' rights generally); or any analogous event occurring in any jurisdiction;

"Confidential Information" means (i) any information, in any form, in particular any information, technical data or know-how relating to discoveries, ideas, inventions, concepts, software, equipment, projects, drawings, technical specifications, processes, systems, models, data, source code, object code, documentation, diagrams, flowcharts, research, development, business plans or opportunities, business strategy, marketing plans or opportunities, marketing strategy, future projects or products, projects or products under study, procedures, and information relating to finances, costs, prices, suppliers, vendors, customers and employees, disclosed by either Party or on its behalf, directly or indirectly, in writing, orally or through drawings or inspection of equipment or software, to the other Party or any of its employees or agents; (ii) any other information either disclosed in writing to the other Party or any of its employees or agents, or disclosed through any other means of communication.

"Business Day" means days on which banking establishments in Luxembourg are open to the public;

"Alleyesonme.jobs Site" means the standard sites made available by Alleyesonme.jobs as software as a service;

"Data Protection Laws" means the provisions of any applicable national data protection law (including, but not limited to, the Luxembourg law of 1 August 2018 on the organisation of the National Commission for Data Protection and the general data protection regime, as it may be amended or replaced) and the GDPR;

"Parties" means Alleyesonme.jobs and/or the Client;

"GDPR" means Regulation No. 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

"Approved Sub-processor" means (i) an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common control with Alleyesonme.jobs (control being defined as the direct or indirect power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise), (ii) any third party to whom Alleyesonme.jobs has, as of the date of the Terms, delegated or outsourced all or part of the services and/or transferred Personal Data in accordance with the Terms, and (iii) any third party to whom Alleyesonme.jobs wishes to delegate the processing of Personal Data in accordance with the Terms, subject to the Client's prior written consent;

"Improved Version" means any version of the Alleyesonme.jobs website provided under these Terms that incorporates major improvements and/or new features;

"Updated Version" means any version of the Alleyesonme.jobs website incorporating bug fixes and/or improvements.

1.2. Interpretation

In these Terms:

any reference to an agreement or contract shall be construed as a reference to that agreement or contract as it may be amended or supplemented; a reference to one or more persons shall, where applicable, be deemed to be a reference to their respective successors or permitted assigns, as the case may be; references to clauses and appendices are references to the clauses and appendices of these Terms respectively, and reference to these Terms includes its appendices where applicable; any reference to a law or regulation, or to any provision thereof, shall be construed as a reference to that law, regulation or provision as it may have been, or may be, amended or re-enacted; words denoting the singular include the plural and vice versa; words denoting persons include legal entities, partnerships, associations and any other organised group of persons or entities, whether incorporated or not.

Clause headings are for ease of reference only and shall not affect the interpretation of the Terms.

In the event of any conflict or inconsistency, the following order of precedence shall apply unless expressly stated otherwise:

the Offer; the Terms.

2. Purpose of the Terms

Subject to the provisions of these Terms and payment of the Price, Alleyesonme.jobs grants the Client a non-transferable, non-sublicensable and non-exclusive right to use the Alleyesonme.jobs website and the Documentation.

The Client has no right, claim or interest of any kind whatsoever in the Alleyesonme.jobs website other than those granted under these Terms.

Alleyesonme.jobs and its technical partners or employees are authorised to review the Alleyesonme.jobs website at any time without the Client's prior consent, in connection with maintenance operations, the installation of patches, and customer support.

Subject to compliance with clauses 7 and 8 below, the Client expressly authorises Alleyesonme.jobs to analyse the Alleyesonme.jobs website in order to gather information relating to the Client's use of it, with a view to improving its products and services.

The Client is informed that, in connection with the use of the Alleyesonme.jobs website, it may be granted access to features provided by third parties (such as Skeeled, Jooined, or others). In such cases, the Client is solely responsible for accepting and complying with all terms of use or other contractual provisions relating to such third-party features, and Alleyesonme.jobs cannot be held liable for any failure on the part of the Client in this respect.

3. Intellectual Property

Alleyesonme.jobs is and remains the exclusive owner and/or authorised user of all Intellectual Property Rights in, without limitation, (i) all Alleyesonme.jobs trademarks appearing on the Alleyesonme.jobs website, (ii) the graphical user interface of the Alleyesonme.jobs website, (iii) all sites used in or in connection with the Alleyesonme.jobs website, (iv) any document that may be protected by an Intellectual Property Right, and (v) all Improved Versions, Updated Versions, enhancements, refinements, configurations, extensions and derivative works of the Alleyesonme.jobs website (even where these result from the Client's use of the Alleyesonme.jobs website).

Certain components of the Alleyesonme.jobs website may be provided by third parties and may be subject to specific terms. These third-party components are the intellectual property of the relevant suppliers, and as such, no right, title or interest, other than the right to use them in connection with the Alleyesonme.jobs website as described in these Terms, shall vest in the Client.

You understand and agree that your use of the Alleyesonme.jobs website does not grant you any rights over Alleyesonme.jobs' Intellectual Property Rights, and that any use of Alleyesonme.jobs' Intellectual Property Rights without its prior written consent may expose you to sanctions, including but not limited to the suspension of your access to the Alleyesonme.jobs website, as well as potential legal action that may result in compensation being awarded in the event of damage suffered by Alleyesonme.jobs as a result of a violation of its Intellectual Property Rights.

The Client is also prohibited, except with the written and explicit authorisation of Alleyesonme.jobs during the period in which the Client holds a licence, from, in any manner and by any means whatsoever, in whole or in part:

modifying, copying, translating, adapting, reproducing, distributing, broadcasting, transferring, or creating a derivative work based on any element of Alleyesonme.jobs and its content; creating internet links to or from Alleyesonme.jobs, or producing frames or "mirror" sites containing all or part of the Alleyesonme.jobs website, even for exclusively internal purposes; disassembling, reverse engineering or decompiling the Alleyesonme.jobs website or any part of its content, or simply accessing and using it for the purpose of (a) creating a competing product or service, or (b) creating a product or service using the ideas, features, functions or graphics of the Alleyesonme.jobs website; or removing, altering, obscuring or modifying any trademark, copyright notice or other proprietary notice, label or marking of or relating to the Alleyesonme.jobs website or any other feature, of any kind, developed and/or owned by Alleyesonme.jobs.

4. Third-Party Claims

Alleyesonme.jobs shall hold the Client harmless and indemnified against any claim or action by a third party (including reimbursement of legal fees and costs) arising from an allegation that the use, operation or distribution of the Alleyesonme.jobs website, or any part thereof, infringes the Intellectual Property Rights of a third party.

In the event of a third-party claim against the Client alleging that the Client's use of the Alleyesonme.jobs website infringes the Intellectual Property Rights of a third party (the "Claim"), Alleyesonme.jobs shall defend the Client, at its own expense, against any action brought against the Client on the basis of said Claim, and shall pay any amount ordered, or costs and damages awarded, by an enforceable decision, including, where applicable, reasonable attorneys' fees incurred for this purpose, provided that:

the Client notifies Alleyesonme.jobs in writing, as soon as reasonably possible, of any claim of which it becomes aware; the Client shall not make any admission of liability, compromise or settlement agreement regarding any claim without Alleyesonme.jobs' prior written consent; the Client allows Alleyesonme.jobs to assume, at its own expense, sole conduct of, or the right to settle, all negotiations and disputes arising from any claim, and the Client provides Alleyesonme.jobs with all assistance required in connection with such negotiations and disputes, at Alleyesonme.jobs' request and expense.

If, as a result of such a claim, the Client is permanently prevented from using Alleyesonme.jobs or a part thereof, Alleyesonme.jobs may, at its sole discretion and at its own expense, obtain for the Client the right to continue using Alleyesonme.jobs and/or a part thereof, or it may provide a replacement or modification of Alleyesonme.jobs, a component, or part thereof, so as to resolve said claim.

5. Limitation of Liability

Nothing in the Terms, and in particular in this limitation of liability clause, shall exclude or limit liability (i) in the event of fraud; (ii) for anything that cannot lawfully be excluded or limited; (iii) in the event of the Client's infringement of Alleyesonme.jobs' Intellectual Property Rights; and (iv) for the confidentiality obligations set out in these Terms.

Neither Party may be held liable, in connection with its obligations under these Terms, for special, indirect or incidental damages, or for (direct or indirect) damages for loss of goodwill, damage to reputation, business interruption or loss of opportunity.

Any other liability of Alleyesonme.jobs arising from a failure to perform its obligations under these Terms shall be limited and shall not exceed the value of Alleyesonme.jobs' insurance coverage under the relevant contract / OR shall not exceed compensation for the direct loss suffered by the Client.

This clause 5 does not apply to any claim by Alleyesonme.jobs relating to the Price owed by the Client under the Terms.

Alleyesonme.jobs cannot under any circumstances be held liable for any defect and disclaims all warranties regarding the features or applications provided by third parties to which the Client may have access through the Alleyesonme.jobs website. In such cases, the Client's recourse shall be directly against the third party, within the limits of that third party's terms of use as accepted by the Client.

6. Representations and Warranties

Each Party represents and warrants to the other Party that:

it has all licences, permits and authorisations necessary (including, where applicable, the consent of its parent company or any necessary regulatory approvals) to enter into and perform its obligations under these Terms; it is not subject to any Insolvency Event; there is no existing agreement with third parties that would prevent it from fulfilling its obligations under these Terms; it complies with all laws and provisions specific to the country in which it operates; it is legally incorporated and has the power and authority to execute these Terms and fulfil its obligations hereunder; all necessary steps have been taken to enable it to validly commit to and perform its obligations under these Terms, and the performance of these obligations does not constitute a breach of its constitutive documents or shareholding terms; once duly executed, these Terms will constitute legal, valid and binding obligations upon it.

The Client assumes full responsibility for the acquisition, maintenance, overall efficiency and performance of the Equipment on which the Alleyesonme.jobs website is to run.

Alleyesonme.jobs' warranties relating to Intellectual Property Rights do not apply if the alleged infringement was caused by (a) any unauthorised modification of Alleyesonme.jobs, (b) use that materially deviates from the instructions specifically set out in the Documentation or in these Terms, or (c) any modification of the Alleyesonme.jobs website made by the Client or a third party without Alleyesonme.jobs' prior written consent.

Alleyesonme.jobs cannot under any circumstances be held liable for information uploaded and for the Client's use of the Alleyesonme.jobs website. The Client represents and warrants that it will use the Alleyesonme.jobs website in compliance with all applicable laws and regulations.

The warranties set out herein are limited warranties and are the only warranties given by Alleyesonme.jobs. Alleyesonme.jobs does not give, and the Client hereby expressly waives, all other warranties of merchantability and fitness of Alleyesonme.jobs for a particular purpose.

7. Confidentiality

Each Party must at all times keep strictly confidential any Confidential Information it may acquire before or after the date of these Terms, and must not use or disclose such information except with the other Party's prior written consent.

The Parties agree to treat these Terms as confidential and shall not distribute, reproduce, copy or disclose, in whole or in part, these Terms or their content. The Parties are also not permitted to disclose the existence of these Terms or of any other related arrangement between the Parties, unless prior written agreement has been obtained from the other Party.

Notwithstanding the foregoing, either Party may disclose or use the Confidential Information referred to in this clause to the extent that:

disclosure or use is required by law, by any governmental or regulatory authority, or otherwise in connection with any judicial or administrative proceedings (including in response to oral questions, interrogatories, or requests for information or documents); disclosure is required on a need-to-know basis by an affiliate or legal representative of that Party, or the auditors or professional advisors of that Party or its affiliates, provided that the recipients are bound by contractual or legal confidentiality obligations and that the disclosing party takes responsibility for ensuring that these confidentiality obligations are respected.

Before any disclosure of Confidential Information on the basis of the paragraph above, the disclosing Party will inform the other Party of such intention at least five (5) Business Days in advance.

Each Party explicitly acknowledges that it will be fully and solely liable for any damage resulting from a breach of its confidentiality obligations under these Terms.

The Parties' confidentiality obligations under these Terms shall survive termination or expiry of the Terms for a period of 10 years.

8. Data Ownership and Protection

Alleyesonme.jobs, acting as data controller, processes personal data relating to the Client's employees and candidates with whom it is in contact, for the purposes of performing the Agreement, including presenting the Services, contracting, managing the business relationship, and invoicing.

This data may also be processed by Alleyesonme.jobs in order to meet its administrative, tax and accounting obligations, as well as to defend its interests in the event of a dispute. Personal data processing activities are carried out throughout the duration of the contractual relationship, and data is retained in accordance with applicable statutory retention periods, in particular in commercial, accounting and tax matters.

Any data subject may exercise their rights under the Personal Data Regulations, in particular their rights of access, rectification and erasure, and more generally obtain information on the Company's personal data protection policy by writing to: privacy@alleyesonme.jobs.

Subject to the complete anonymisation of any data resulting from the use of its Services, Alleyesonme.jobs may aggregate, analyse and enrich such data in order to (i) provide the Services and improve their availability; (ii) develop new features, products and services; and (iii) produce anonymous statistical reports and record information on usage patterns.

In providing the Services, and at the Client's request and on its behalf, Alleyesonme.jobs may process personal data as a processor within the meaning of the Personal Data Regulations. Such processing is governed by the GDPR Appendix, which forms an integral part of the Agreement.

9. Unilateral Right of Modification

Alleyesonme.jobs reserves the right to unilaterally modify, at any time, all or part of Alleyesonme.jobs, in particular in the event of technical, legal or case-law developments, or when introducing new services. Alleyesonme.jobs may, for example, modify the visuals, graphic charters and other elements and/or content of Alleyesonme.jobs at its sole discretion.

10. Feed Exclusivity and User Experience Optimisation

10.1. Scope of Exclusivity

In order to guarantee an optimal user experience and prevent any risk of duplication, the Partner grants JBBD S.à r.l-s total exclusivity for the publication and distribution of its job postings via the LinkedIn Limited Listing / LinkedIn Basic Jobs programme.

10.2. Definition of Platform Use

The Parties expressly agree that the Partner's "use of the platform" is deemed to occur as soon as its account or space is active and visible on JBBD S.à r.l-s's platform, regardless of the volume of postings actually published, including in the total absence of active job postings or offers.

10.3. Prohibition on Combining Services

Consequently, for the entire duration of platform use as defined in paragraph X.2, the Partner shall refrain from implementing a similar solution for this same distribution channel.

10.4. Exception

Notwithstanding the foregoing, it is expressly agreed that this exclusivity does not apply to paid services such as LinkedIn Job Slots and LinkedIn paid campaigns, which the Partner retains full control over and finances directly with LinkedIn.

11. Price and Payment

The price payable by the Client for the use of Alleyesonme.jobs (the "Price") for one (1) year is specified in the Offer.

The Price, including all amounts stated in the Offer, is expressed in euros (EUR), exclusive of value added tax or any other tax, duty or levy. Value added tax or any other applicable tax, duty or levy will be added and invoiced to the Client at the time invoices are issued.

The Price is subject to adjustment based on fluctuations in the national consumer price index (IPCN) as published by the Grand Duchy of Luxembourg's National Institute of Statistics and Economic Studies (STATEC). The adjustment will be applied each year, on each anniversary date of the contract, based on the most recently published annual index.

Alleyesonme.jobs invoices the Client the full Price on the date the Offer ("Proposal") is signed. Each invoice is due and payable within thirty (30) days of receipt by the Client, and the Client must settle the full amount of each invoice immediately.

The Client is responsible for keeping its legal address and that of its main contact person(s) up to date. The contact details provided by the Client in the Offer will be considered the primary billing contact. A delay in receiving an invoice due to Alleyesonme.jobs not having been informed of a change of contact details will not constitute grounds for delaying payment of the invoice by the Client, as specified in these Terms.

Failing the sending of a registered letter with acknowledgement of receipt disputing an invoice within one (1) month of the Client's receipt of that invoice, the invoice shall be deemed definitively and irrevocably accepted by the Client.

Should the Client fail to comply with its obligation to pay the Price within the aforementioned period, Alleyesonme.jobs reserves the right to claim payment of interest from the Client in accordance with the Luxembourg law of 18 April 2004 on late payment terms and interest, without prior notice to the Client.

Any late payment of an invoice by the Client in accordance with these Terms will automatically entitle Alleyesonme.jobs to suspend the provision of the Alleyesonme.jobs website, in whole or in part, subject to prior written notice of the suspension to the Client. Alleyesonme.jobs will, at its discretion, use reasonable efforts to remind the Client of outstanding invoices before suspending provision of the Alleyesonme.jobs website. For the avoidance of doubt, this prior notice shall not be considered a formal notice of default (mise en demeure).

Alleyesonme.jobs will take all reasonable steps to make the Alleyesonme.jobs website, including any related support, available to the Client as soon as possible from the date the contract is signed by the Client.

In the event of suspension of access to the Alleyesonme.jobs website under these Terms, Alleyesonme.jobs will take all necessary steps to restore the Alleyesonme.jobs website to the Client as soon as possible after full payment of the Price and any outstanding invoices by the Client.

12. Term and Termination

The Terms are entered into for a period of one (1) year from the date of the Offer ("Proposal"), unless otherwise stated, and shall be tacitly renewed on a yearly basis.

Either Party may terminate the Terms by registered letter with acknowledgement of receipt, notifying the other Party no later than sixty (60) days before the next anniversary date.

In the event of a breach by either Party of any of its obligations under these Terms, the other Party shall have the right to terminate the Terms without delay, by notifying the other Party of its intention by registered letter, stating the obligation breached. Termination shall take effect from the date of receipt by the other Party.

Either Party also has the right to terminate these Terms if the other Party becomes subject to an Insolvency Event.

In the event of early termination of the Terms due to a breach by Alleyesonme.jobs of its obligations under these Terms, Alleyesonme.jobs will reimburse the Client for the portion of the Price paid in advance by the Client covering the period during which the Alleyesonme.jobs website was not provided. In the event of early termination of the Terms due to a breach by the Client of its obligations under the Terms, the Client shall be required to pay (i) the entire Price up to the date of termination.

Notwithstanding any termination of the Terms, clauses 3 to 6, 13 and 15 of the Terms shall survive termination of these Terms for a period of ten (10) years.

13. Support and Updates

Alleyesonme.jobs will provide the Client, on Business Days, with online support consistent with market practices, as set out in the SLA. The support services offered by Alleyesonme.jobs are limited exclusively to Alleyesonme.jobs and do not include additional support services such as those relating to the Client's hardware or other consulting services. Support service fees are already included in the Price.

Alleyesonme.jobs may provide the Client with an Updated Version or an Improved Version of Alleyesonme.jobs. The mere possibility for Alleyesonme.jobs to provide an Updated Version or Improved Version does not, however, imply any obligation on Alleyesonme.jobs to deliver such an Updated or Improved Version, and does not create any legal right for the Client to receive such an Updated or Improved Version.

Alleyesonme.jobs may be entitled to charge additional fees for an Improved Version. If the Client refuses to pay these additional fees, it shall have the right to terminate these Terms (with reimbursement to the Client of the portion of the Price paid in advance by the Client covering the period during which the Alleyesonme.jobs website was not provided).

14. Commercial Reference

The Client authorises Alleyesonme.jobs and grants all licences necessary to use the following information as a commercial reference in publications, events and actions aimed at promoting Alleyesonme.jobs' products and services: the Client's name and publicly known information about the Client (including the Client's trademark(s) or logo(s)). The Client may revoke this authorisation at any time in writing and without any justification.

15. Assignment

Except as otherwise provided elsewhere in these Terms, neither Party may transfer these Terms (or any part thereof) without the other Party's written consent, which shall not be unreasonably withheld. Either Party may transfer these Terms in connection with a merger, reorganisation, or the sale of all or substantially all of the transferring Party's assets, or in the event of a change of control. These Terms shall be binding on the respective successors and permitted assigns of the Parties.

16. Non-Solicitation

The Parties agree not to solicit, directly or indirectly, any employee of the other Party who has participated in the performance of these Terms, throughout the duration of the Terms and for six (6) months after their expiry. In the event of a breach of this clause, the non-breaching Party may claim from the breaching Party compensation equal to twelve (12) times the poached employee's last gross monthly salary, within a maximum period of three (3) months following the claiming Party's becoming aware of the poaching of that employee.

17. Force Majeure

Neither Party shall be considered to have breached any of its contractual obligations under these Terms if it was prevented from performing such obligation(s) due to the occurrence of a Force Majeure Event.

The Parties shall take the necessary steps to mitigate the consequences of the relevant Force Majeure Event, as well as any resulting damages.

Should such a Force Majeure Event occur and prevent either Party from performing all or part of its contractual obligations, or reasonably affect the future performance of its contractual obligations, that Party shall (i) duly inform the other Party as soon as it becomes aware of it, in writing, of the nature, likely duration and foreseeable effects of said Force Majeure Event, and (ii) take all necessary steps and actions to mitigate the consequences and/or effects resulting from said Force Majeure Event, including the involvement of any third party where reasonably possible.

In the event of a Force Majeure Event, the obligations of the Parties that manifestly cannot be performed shall be suspended for its entire duration and shall resume once it ceases. The deadlines for performing the suspended obligations shall be extended by a period equivalent to the duration of the Force Majeure Event.

Where, despite the implementation of the aforementioned measures and actions, performance of the Terms has become permanently impossible or must be postponed by more than thirty (30) days from the date of notification of the Force Majeure Event, these Terms may be terminated by either Party subject to thirty (30) days' notice, beginning from the sending of the registered letter.

In any event, each Party shall bear the costs and expenses it has incurred from the start of the Force Majeure Event until its end, or until the date of termination of the Terms.

18. No Waiver

No failure or delay by either Party in exercising any right or remedy under these Terms shall be deemed a waiver of that right or remedy, and no single or partial exercise of any right or remedy shall preclude any other exercise of that right or remedy, or the exercise of any other right or remedy.

19. Entire Agreement

These Terms contain the entire agreement between the Parties with respect to their subject matter and supersede all prior agreements between the Parties on the same subject matter.

20. Communications

All notices and other communications under these Terms shall be made in writing and shall be deemed to have been duly given (i) on the date of delivery, if delivered personally to the Party to which notice is to be given, or (ii) on the first Business Day after delivery via an international courier service, if properly addressed and with all charges prepaid.

21. Amendments

These Terms may be amended between the Parties by means of an amendment (avenant) agreed between them. Unless the amendment expressly provides otherwise, it shall take effect on the first day of the month following the month in which it was concluded. Any amendment agreed by the Parties shall form an integral part of these Terms and shall be appended thereto.

22. Severability

If one or more provisions of these Terms are or become invalid, illegal or unenforceable in any respect under applicable law, the validity, legality and enforceability of the remaining provisions of these Terms shall not be affected in any way, and any invalid provision shall be deemed excluded from these Terms. In such a case, the Parties agree to use their best efforts to negotiate in good faith a legally valid and economically equivalent replacement provision.

23. Costs and Expenses

Each Party shall bear its own costs, fees and expenses relating to the preparation, negotiation, execution and performance of these Terms.

24. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. The Parties irrevocably agree that any dispute arising out of or in connection with these Terms shall be submitted exclusively to the jurisdiction of the courts and tribunals of the Grand Duchy of Luxembourg, judicial district of Luxembourg.