Tech-IT PSF S.A. is a limited company governed by Luxembourg law, which has its registered office at 14, rue Michel Flammang L-1478 Luxembourg, Grand Duchy of Luxembourg, and is registered on the Luxembourg Trade and Companies Register under No. B125205.
Tech-IT PSF S.A. provides a range of highly innovative and flexible offers, which are known as “Cloud Computing” and “Managed Services”, intended for its corporate Customers. Cloud Computing enables Customers to benefit from the memory and calculation resources of the servers operated by Tech-IT PSF S.A., and potentially by its sub-contractors. These resources are divided between two Tier IV Data centres, which are redundant, and are expandable, physical, or virtual.
Tech-IT PSF S.A. offers ranges that include virtual or physical machines supported by infrastructure that may or may not be redundant, and is entirely dedicated to its Customers.
These terms and conditions are intended to govern the entire contractual relationship between Tech-IT PSF S.A .and the Customer.
These general terms and conditions are available on the website so that the Customer admits, by the signature of a Commercial Offer transmitted by Tech-IT PSF S.A., to have previously consulted on the website of the company. These same general terms and conditions are delivered to the Customer at the time of Tech-IT PSF SA sending its Commercial Offer, so that the signature by the Customer of the Offer constitutes recognition and express acceptance without reservation of the present general conditions. Finally, the provisions of Article 1135-1 of the Civil Code, which stipulates that the general conditions of a contract pre-established by one of the parties are binding on the other party only if it has been able to know them when signing the contract and if it must, depending on the circumstances, be considered as having accepted.
GENERAL TERMS AND CONDITIONS
Article 1. Definitions
The terms defined below shall have the following meaning in the Agreement:
Customer: natural or a legal entity that has entered into an agreement and has adhered to the general terms and conditions, as well as to the special terms and conditions, where applicable.
General Terms and Conditions: this document, which sets out the general terms and conditions for subscribing to and using the Tech-IT PSF S.A. services for the Customer account.
Special Terms and Conditions: the terms and conditions that apply to a Customer who has subscribed to additional services.
Agreement: a set of documents that governs the contractual relationship between the Customer and Tech-IT PSF S.A., as set out in Article 3.
Tech-IT PSF S.A.: has its Business Address at ZA Bourmicht , 7 Rue des Mérovingiens L-8070 Bertrange.
Equipment: a product or any other device used by the Customer to gain access to and/or use the services.
Commercial Offer: any proposal made by Tech-IT PSF S.A to a Customer or prospective Customer expressly signed by an administrator of Tech-IT PSF S.A, or any other person duly authorized for this purpose. The Tech-IT PSF S.A Commercials do not have the power to bind the Company and deliver to the Customer only Commercial proposals to which these general conditions are attached.
Order: Definitive acceptance of a Service Offering by the Customer, with no reservation.
Accepted Service Offering: a Service Offering that has been the subject of an order.
Product: any product purchased by the Customer from Tech-IT PSF S.A. in order to use the services.
Article 2. Object
These terms and conditions are intended to define the conditions of access and use of services offered in the context of subscriptions and the use of cloud services.
They constitute the law of the contractors and apply in preference to non-mandatory common law rules.
Luxembourg law applies by default whenever the contractual rules provided for below do not have any special conditions.
Article 3. Contractual Documents
The contractual relationship between the Customer and Tech-IT PSF S.A. and/or an agreed distributor is governed by the following contractual documents, which are listed in decreasing order of priority:
- The Accepted Commercial Offer
- The Special Terms and Conditions
- These General Terms and Conditions
Any conflicting general or special terms and conditions determined by the Customer shall not be enforceable on Tech-IT PSF S.A, which the Customer expressly and unreservedly accepts.
The provision of services to the Customer is also governed by the laws and regulations in force in Luxembourg
SIGNING OF THE AGREEMENT
Article 4. Additional Documents and/or Guarantee Deposit
Tech-IT PSF S.A. may also request the following additional documents regarding the Customer’s identity and their billing address:
- Trade Registry and/or publication
- A list of persons authorised to commit the company
- In addition, Tech-IT PSF S.A. reserves the right to ask for an advance payment on the invoice, when signing the Agreement, or at any time during its execution, and specifically in the case of:
- Proven or suspicion of fraud by the Customer;
- Any doubts regarding the Customer’s identity; especially where the information featured in the subscription request turns out to be inaccurate or incomplete;
- A late payment incident.
Article 5. Processing of the Order
In the event that Tech-IT PSF S.A. asked the Customer for an advance payment, the order shall only be considered as definitive when the advance payment has been credited to Tech-IT PSF S.A.
The accepted order shall be processed within a period of two weeks following its submission to Tech-IT PSF S.A., and shall be reflected in the delivery of the means of accessing the Customer’s environment.
Tech-IT PSF S.A. may refuse to honour an order in whole or in part on legitimate grounds, for instance, although this list is not exhaustive:
- If the Customer refuses to submit to the contractual terms and conditions;
- On any other grounds that amount to an imperative requirement for the security and operation of the network and services, their maintenance, the inter-operability of the services, and data protection in general and personal data as described in European Parliament and Council Regulation 2016/679 of 27 April 2016 on the protection of individuals as well as the processing of personal data and the free movement of such data and for compliance with the regulations in effect.
EXECUTION OF THE AGREEMENT
Article 6. Term of the Agreement
The Agreement shall be entered into for a definite period to be determined with the Customer, and for a minimum period of 24 months, which may be extended to 60 months.
At the end of this initial commitment period, the Agreement shall be tacitly renewed for an indefinite period if it has not been terminated under the conditions set out in Article 15.
The Agreement shall enter into effect when the means of gaining access to the Customer’s environment are delivered.
Article 7. Tech-IT PSF S.A.’s Obligations
- 7.1. Tech-IT PSF S.A.’s Obligations
Tech-IT PSF S.A. shall implement all the resources required to ensure the proper operation of the service, and shall specifically take the measures required to maintain the continuity and quality of the service, without being bound by an obligation of outcome.
- 7.2. Protection of Personal Data
Tech-IT PSF SA ensures the protection of personal data in compliance with legal and regulatory requirements in Luxembourg and Europe and refers to the 2016/679 regulation of the European Parliament and the Council of 27 April 2016 on the protection of natural persons to the processing of personal data and the free movement of such data. Tech-IT PSF SA finally refers to the amended law of May 30, 2005 relating to specific provisions for the protection of the individual with regard to the processing of personal date in the electronic communications sector as amended by the law of July 27, 2007.
- 7.2.1. Collection of Data
Personal data may be communicated by the Customer on the occasion of the order, during the performance of the contract or as part of any transaction between Tech-IT PSF S.A. and the Customer; and conversely. With regard to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and the free movement of such data, Tech-IT PSF SA and the Client agree that:
- Only personal data of either party related to the proper performance of the contract may be collected in accordance with the Regulations.
- The natural and / or legal persons who are the subject of data collection are informed in advance and have expressly given their agreement in writing.
The signing of these general terms and conditions of subscription and use of the Cloud services constitutes information from Tech-IT PSF S.A. regarding the collection of data from the Customer and acceptance of the Client regarding the collection of his data in respect of : Right to consent (Article 13 of the Regulation), Right to information (Article 14 of the Regulation), Right of access (Article 15 of the Regulation), Right of rectification (Article 16 of the Regulation), Right to cancellation (art 17 of the Regulation), right to limitation of treatment (Article 18 of the Regulation), right to portability of data (Article 20 of the Regulation), right of opposition (Article 21 of the Regulation), right not to be assessed on the basis of automated processing (section 22 of the Regulations).
- 7.2.2. Head of processing / sub-contracting
Tech-IT PSF S.A. is responsible for the processing of personal data collected from the Customer. Under Article 24 of the Rules and, “taking into account the nature, scope, context and purpose of the treatment and the risks, the degree of probability and severity of which varies, for the rights and freedoms of physical persons “. Tech-IT PSF S.A implements appropriate technical and organizational measures to ensure that the processing meets the requirements of the Regulation and guarantees the protection of the rights of the data subject.
Tech-IT PSF S.A may be required to communicate this personal data to its agents, agents or subcontractors in charge of the execution of part of its activities such as customer service. The Customer agrees to Tech-IT PSF S.A to, if necessary, communicate this data to subcontractors. Similarly, under Article 28 of the Regulation, Tech-IT PSF SA only uses subcontractors who “provide sufficient guarantees for the implementation of appropriate technical and organizational measures in order to the processing meets the requirements of this Regulation and guarantees the protection of the rights of the data subject ‘. These working rules will be laid down in a contract or other legal act.
Tech-IT PSF SA remains responsible to the Customer for the operating mode of its subcontractor, unless Tech-IT PSF SA can prove that its subcontractor has used it illegally and has acted outside the instructions of the data controller.
The Customer, who remains solely responsible for the choice of services and products provided by Tech-IT PSF SA, ensures that they have the characteristics and conditions required to be able to proceed to the processing of personal data envisaged within the framework of the use of services and products, taking into account existing regulations, especially when services and products are used to process sensitive data (eg health data).
The Customer remains solely responsible for the processing of personal data carried out for his own account as part of the services and products provided by Tech-IT PSF SA In the event that Tech-IT participates in the processing of personal data for the account of the Customer, Tech-IT PSF SA would do so as a subcontractor (ie processor within the meaning of the RGPD) and only on the instructions of the Customer.
If the Customer does not formally inform Tech-IT PSF SA, with confirmation of receipt by Tech-IT PSF SA, of the presence of personal data in outsourced processing at Tech-IT PSF SA, the Customer will assume full legal liability in the event of breaches of the laws and rules in force relating to personal data. In such a case of non-information of Tech-IT PSF SA, if Tech-IT PSF SA is directly targeted by a complaint / action related to such treatment, whether civil, criminal or administrative, the Customer will hold Tech -IT PSF SA leaves and unscathed of any conviction.
- 7.2.3. Sensitive data
The processing of personal data which reveals racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership and the processing of genetic data, biometric data for the purpose of identifying a natural person uniquely, health data or data concerning the sexual life or sexual orientation of a natural person are prohibited and considered as sensitive data.
Faced with this type of data, the Customers as Data Controllers implement all the appropriate technical and organizational measures to guarantee the maximum protection of this data such as anonymization or encryption, without these means being exhaustive.
- 7.2.4. Purposes of data processing
The Customer authorises Tech-IT PSF S.A. and its representatives, agents, or sub-contractors to process said data for purpose of providing or invoicing the services.
- 7.2.5. Retention of the Data
The data shall be retained during the period that is strictly necessary for processing them. Then, they shall be deleted.
- 7.2.6. Customer rights
The Customer has a right on the 9 rights mentioned in article 7.2.1 al.2 of these conditions without their exercise may alter the lawfulness of data processing.
The Customer may exercises each of these rights by sending a written request to Tech-IT PSF S.A. by registered letter with acknowledgment of receipt at Tech IT PSF S.A. Tech IT PSF S.A. has the obligation to respond in writing to all requests as soon as possible and in any case within one month of receipt of the receipt of the request. If necessary, this period can be extended by two months, given the complexity and the number of requests. In this case, Tech IT PSF S.A informs the Customer of this extension and the reasons for the postponement within one month of receipt of the request.
- 7.2.7. Cooperation and notification with the Supervisory Authority
Tech-IT PSF S.A and its subcontractors cooperate with the Supervisory Authority, as requested in the execution of its tasks. Similarly, in the event of a personal data breach, Tech-IT PSF SA “shall notify the competent Supervisory Authority of the breach in question as soon as possible and, if possible, no later than 72 hours after having taken unless the breach in question is likely to create a risk to the rights and freedoms of natural persons. When the notification to the Supervisory Authority does not take place within 72 hours, it shall be accompanied by reasons for the delay.
- 7.2.8. Communication to the data subject of a breach of personal data.
In the event of a personal data breach, Tech-IT PSF S.A is committed to informing the data subject as soon as possible.
Article 8. Confidentiality
- 8.1. Definition
Information regarding the Agreement and its execution (regardless of whether that information was acquired directly or indirectly during discussions or investigations between the Parties) is confidential. This includes any technical, financial, or commercial information, together with the names of (existing or potential) Customers or partners, any expected transactions, business strategies, reports, plans, budgets or market forecasts, as well as any commercial and technical secrets, techniques, data, specifications, software and programmes, documentation, or any other information regarding or relating to the Agreement and its execution, together with any research, summaries, reports, compilations, comparative studies, work or other documents prepared by a Party or their representatives, which contain, reflect, or have been used to produce such information.
However, the following information does not amount to Information within the meaning of this agreement:
- information that the Parties can reasonably prove they were already aware of prior to its disclosure;
- information that is or is becoming generally known, or that is in the public domain for reasons that exclude its direct or indirect disclosure by either of the Parties (or their Representatives), in breach of this Agreement;
- information disclosed on a non-confidential basis by a third party who legitimately holds such information and has the right to disclose it;
- information that one of the Parties can reasonably prove to have been developed on an independent basis, with no link to the information disclosed as part of the execution of the Agreement;
- information that must be disclosed as the result of a court decision, on condition that the other Party is informed beforehand;
- information that a Party is required to disclose to government, administrative, or Social Security bodies;
- information that one Party has authorised the other to disclose in writing.
- 8.2. The Parties’ Obligations
- 8.2.1. Use and Non-Disclosure of the Information
Each Party undertakes to do the following, unless they have received the other Party’s prior written consent:
- not to use the Information in a way that is harmful to the other Party;
- to use the Information only for the purposes of assessing or executing the Agreement;
- not to disclose or otherwise communicate the Information to any third party, in whole or in part. However, a Party may disclose the Information to their Representatives, strictly to the extent where such disclosure is required for the purposes of executing the Agreement, and subject to the provisions of the Article 8.2.2 in this Agreement.
- 8.2.2. Measures and Diligence
Each Party undertakes to:
- take all the measures required for the purpose of protecting the confidentiality of the Information, and to apply at least the same care, and make the same efforts that they would apply and make for the purpose of protecting similar information of their own;
- in all cases, act as soon as possible and in any case within one month from receipt of an application. If necessary, this period may be extended by two months, given the complexity and the number of requests. In this case, Tech IT PSF S.A informs the Customer of this extension and the reasons for the postponement within one month of receipt of the request.
- 8.2.3. Return or Destruction of the Information
At the first written request sent by registered letter with acknowledgment of receipt from one of the Parties, the other Party undertakes to promptly return all the Information to it within one month. If necessary, this period could be extended by two months, given the complexity and the number of requests. In this case, Tech IT PSF S.A informs the Customer of this extension and the reasons for the postponement within one month of receipt of the request. The information will be given in any form whatsoever, and will be destroyed any copies and other reproductions. The Information, in any form whatsoever, of which a Party has not required the return or which has not been so delivered, shall be kept by the other Party in accordance with the provisions herein, otherwise destroyed.
- 8.2.4. Intellectual Property
Each Party acknowledges that nothing in this Agreement must be interpreted as amounting to the assignment of an intellectual property right or license relating to or arising from the Information. Specifically, the Parties agree that no licence shall be granted pursuant to this Agreement, either directly or indirectly, under the terms of a patent, a trade secret, a commercial trademark, or copyright. The Information shall be the property of the Party that discloses it.
Article 9. Tech-IT PSF S.A.’s Liability
- 9.1. Direct Damage and Limitation of Liability
As a service provider, the obligation of Tech-IT PSF S.A is an obligation of means.
The Customer expresses his needs to Tech-IT PSF S.A and in return, Tech-IT PSF S.A indicates to him the means that he intends to implement to bring him satisfaction.
Tech-IT PSF S.A remains free of the realization of his work and the way it will be treated.
Tech-IT PSF S.A cannot be held responsible in case of non-satisfaction of the Customer since the company has engaged the technical and human means to fulfill its mission and subject to any limitations of resources imposed by the Customer.
Only the gross negligence, if not of a serious nature, incurs the contractual liability of Tech-IT PSF S. The Customer acknowledges and accepts.
In this context of gross negligence or even of a particular gravity, the contractual liability of Tech-IT PSF S.A can only be engaged for the direct and personal damages suffered by the Customer.
The responsibility of Tech-IT PSF S.A. is committed only towards the Customer and can not in any case be engaged by entities other than that of the Customer. The limit of responsibility expressly agreed by the Customer is, cumulatively, limited to 50% (fifty percent) of the sums collected from the Customer by Tech-IT PSF SA during the last 12 months related to the contract whose execution failed is accused by the Client to Tech-IT PSF SA
- 9.2. Exclusion of Liability for the Operation of the Services or Force Majeure Event.
Tech-IT PSF S.A. cannot be held liable in the event of direct or indirect damage suffered as the result of a disruption to, or interruption of the services due to external factors and/or for which the Customer is responsible, which includes, although this list is not exhaustive:
- Any total or partial malfunction of the service resulting from a force majeure event;
- Any total or partial disruption to and/or unavailability of the proposed services, and/or their interruption in whole or in part;
- Any decision by government or legal authorities, the Luxembourg Regulatory Authority, or any public authority leading to the suspension of, or disruption to the services, except in the event where this decision results from a breach committed by Tech-IT PSF S.A., and the withdrawal or non-renewal of the licences or authorisations required to operate the services, or any other public decision that hinders the operation of the services by Tech-IT PSF S.A.
- As the result of a third party who is not contractually bound to Tech-IT PSF S.A.
- 9.3. Exclusions of Liability relating to the Use of the Services
Tech-IT PSF S.A. shall not be liable for the following, in any circumstances:
- Any transactions entered into by the Customer with third parties via the services, including regarding the use of value-added services, regardless of whether their content, price or invoicing is involved;
- Indirect and/or consequential damage suffered by the Customer when using the services, which refers to damage where the direct cause is unrelated to a contractual breach by Tech-IT PSF S.A.
Article 10. The Customer’s Obligation
- 10.1. Payment
The Customer must make the payment in accordance with the procedures set out in Article 12.
- 10.2. Good Conduct Rules
The Customer undertakes to use the services in a cautious manner, and exclusively for professional purposes, in compliance with the Agreement, the law, and the regulations in effect.
The Customer must inform Tech-IT PSF S.A. of any change relating to their identification data (including in the event of any change in their bank details or address, or of any change in their beneficial owners) within a period of 15 days, otherwise he will to assume the consequences of such a lack of information of this part.
Article 11. The Customer’s Liability
The Customer must compensate Tech-IT PSF S.A. for any direct damage that they have caused as a result of not fulfilling their obligations, as arising from the Agreement. In addition, the Customer undertakes to reimburse Tech-IT PSF S.A. for any compensation that Tech-IT PSF S.A. has been required to pay to a third party as the result of direct damage caused by the Customer.
Article 12. Payment
- 12.1. Rates
In return for the services provided by Tech-IT PSF S.A., the Customer is required to refer to the contract in order to pay the amount of the payment according to the possible schedule. Unless otherwise stipulated in the contract, payment is made no later than 30 days from receipt of the invoice.
The applicable tariffs are those applied by Tech-IT PSF S.A at the day of the acceptance of the Order. Prices are for immediate implementation of the Order.
The applicable tariffs are those applied by Tech-IT PSF S.A to the day of the VAT is invoiced at the rate in force at the time of the establishment of the invoice. The Customer is warned that the VAT rate may vary during the execution of the contract and that Tech-IT PSF SA reserves the right to pass on any VAT increase on the rates, which the Customer acknowledges and accepts without exception or reservation.
All proposed tariffs relating to a personnel intervention or a service provision are calculated in the offer according to the legislation in force on the day of its issue, the hourly cost being clearly indicated in the offer.
Each hour started is due in full what the Customer recognizes and accepts without exception or reservation.
For each service performed, travel expenses are invoiced and equivalent to an hourly rate irrespective of the distance traveled which the Customer recognizes and accepts without exception or reservation.
Offers for hardware are subject to variations based on prices offered by Tech-IT PSF S.A suppliers
Acceptance by the Customer also constitutes acceptance of these fees.
All rates mentioned in the Contract with successive deadlines will be indexed to the sliding scale of wages, which the Customer recognizes and accepts without exception or reservation. The rates indicated correspond to the index in force at the time of the signature of the contract and/or the order.
- 12.2. Invoicing
The Customer shall receive a monthly hard copy or an electronic version invoice. The invoice shall mention the timeframe within which the amounts must be paid by the Customer.
The final invoicing of the work of the technicians is carried out according to the hourly cost and the social charges related to it on the day of the realization of the mission. This implies that the hourly cost will be adapted to any variation of the sliding scale of wages and will be indexed to it
- 12.3. Contestation
If the Customer wishes to dispute the amount invoiced, he must send a written request by registered mail with acknowledgment of receipt to Tech-IT PSF SA Customer Service no later than 8 days after issuance of the invoice. within 30 days. The claim must be precise and motivated. This claim procedure does not relieve the Customer of his obligation to pay the undisputed portion of the invoice.
The Customer is warned that he is liable for all fees and charges related to the use of the service.
- 12.4. Payment Method
In principle, invoices must be paid by wire transfer.
- 12.5. Late payment
An invoice that is not paid on its due date shall result in the Customer being charged late payment interest calculated at an annual rate of 15% as from the day after the due date, with no requirement to send a reminder or serve notice.
This contractual rate shall not prevent Tech-IT PSF S.A. from opting, once again in the case of late payment, to invoice late payment interest in accordance with the Law of 18 April 2004, as amended, regarding late payment and late payment interest.
In the event of persistent late payment or failure to pay, Tech-IT PSF S.A. may suspend the services in accordance with the procedure set out in Article 15 below.
- 12.6. Recovery of Receivables
In the event of late payment, administrative fees of 10% (ten percent) of the total amount to be recovered in principal and interest will be payable by the Customer which the later expressly acknowledges. This 10% is added to the 30% already due as a penalty clause by application of article 12.5 of these general conditions.
Article 13. Additional Services
Any additional service to be performed that is not included in the Accepted Service Offering shall be performed and invoiced in accordance with the rates negotiated in addition to the expenses relating to this Agreement.
Article 14. HelpDesk
If a “HelpDesk” service has been subscribed to as part of the Agreement, the opening periods for the HelpDesk shall be 8.00 am to 6.00 pm (Luxembourg Time) Monday to Friday (business days only).
Any calls to the HelpDesk outside the opening hours, if there is no assistance agreement covering this time window, may be the subject of an invoice for an additional fixed-rate amount, with no obligation for Tech-IT PSF S.A. to handle the subject of the call outside the HelpDesk’s opening hours.
END OF THE AGREEMENT
Article 15. Termination or Suspension
- 15.1. Termination and/or Suspension of the Services by Tech-IT PSF S.A.
The Agreement may be suspended or terminated by Tech-IT PSF S.A., once it has given notice under the conditions set out below, in the event of:
- the Customer’s failure to pay and/or persistent failure to pay two invoices and/or a single invoice that has been outstanding for two months;
- Proven fraud.
Prior to suspending or terminating the services, Tech-IT PSF S.A. shall be required to inform the Customer of the grounds for the suspension or termination of the Agreement in writing, and to allow them to remedy the situation within a period that cannot exceed 15 calendar days, except where this is impossible for imperative security reasons. If the breaches observed are not remedied within the required timeframe, Tech-IT PSF S.A. may terminate the Agreement with immediate effect.
- 15.2. Termination of the Agreement by the Customer
- 15.2.1. Termination for No Reason
The Customer may terminate the Agreement during the commitment period in exchange for paying compensation equal to the subscription fee that would have been payable until the end of the commitment period to Tech-IT PSF S.A.
Any termination must be notified via a registered letter with acknowledgement of receipt, and with six months notice as from the first day of the calendar month that follows the month during which the termination was notified.
In the absence of cancellation, the contract is tacitly renewed for an indefinite period and may be terminated subject to a notice period of 6 (six) months.
- 15.2.2. Termination on Legitimate Grounds
In the event that they have legitimate grounds, the Customer may request the early termination of their agreement, as long as they back up this request with supporting documents sent via registered letter with acknowledgement of receipt.
The following shall specifically be considered as legitimate grounds:
- Force majeure,
- Bankruptcy or court-ordered liquidation proceedings initiated against the Customer;
- Any breach of the Agreement by Tech-IT PSF S.A. that has not been resolved within a period of 60 days following the serving of written notice of the breach by the Customer, excluding any breaches of the Agreement due to force majeure events within the meaning of that term in case law.
The termination shall take effect as from the date when the supporting documents are received.
- 15.2.3. Effects
The Customer shall be required to pay the subscription fees in accordance with the payment terms until the effective termination date of the Agreement.
Article 16. Assignment of the Agreement
- 16.1. Assignment by Tech-IT PSF S.A.
The Customers agrees that Tech-IT PSF S.A may assign all or part of its rights and obligations under this contract to a third party without the Customer being able to claim any compensation as a result of this assignment. This assignment can not be a cause for termination of the contract for legitimate reason within the meaning of Article 16.2.2 of this
- 16.2. Assignment by the Customer
The Customer may not in any case transfer or transmit to a third party for a fee or free, in any form whatsoever, the benefit of this Agreement without the prior written consent of Tech-IT PSF S.A.
Article 17. Partial Invalidity
The invalidity or validity of one of the clauses in the Agreement shall not affect the validity of the remainder of the Agreement.
Article 18. Advertising
Tech-IT PSF S.A. may use the Customer’s name and logo as a customer reference for its Cloud services in its marketing documents and on its website. The Client may stop the use of their name and their logo at any time by sending a written request with acknowledgment of receipt to Tech-IT PSF S.A.
The Parties to the Agreement must consult one another and grant their authorisation for any other public announcement regarding the service covered by the Agreement.
Article 19. Non-Solicitation / Penalty Clause
Under an obligation of result, the Customer agrees not to engage, or to make work in any way whatsoever, any employee, or not, present or future of or having been put in touch by Tech IT PSF SA. This clause will be applicable, regardless of the function of the employee, and is valid even if the employee himself made the approach to approach the Customer. This clause will be effective throughout the execution of this contract, but also for a period of 24 months from its termination and this, whatever the reasons for the breach of contract. Failure to comply with this clause by the Customer gives right to Tech-IT PSF SA to a global and definitive lump-sum indemnity (penalty clause) redeemed by the Customer at Tech IT PSF SA of 24 times the last monthly salary / gross remuneration paid by Tech-IT PSF SA auditing employee for a full month of work.
Article 20. Waiver
The fact that one of the Parties does not claim that the other Party has breached any of the obligations referred to in this Agreement cannot be interpreted as a waiver of the obligation in question in the future.
Article 21. Applicable Law & Disputes
This Agreement is subject to the application of Luxembourg law
Any dispute must be declared by the Customer within 8 days of the delivery of the goods or the provision of services.
The declaration must be in writing
The Customer undertakes to provide Tech-IT PSF S.A with a precise and clear description of the nature and extent of the dispute and, where applicable, to reply to Tech-IT PSF S.A. on any question concerning these points. All photos are welcome.
The existence of a dispute does not suspend the other obligations of the contract and in particular those relating to the payment.
The parties agree that any dispute that may arise during the interpretation or execution of these terms and conditions of sale will be brought to the attention of the court territorially competent in the jurisdiction of the headquarters of tech-IT PSF S.A