Terms and conditions Deuux S.à r.l.
‍Version 08-2020

Article 1 General
1.1.   These terms and conditions apply to the relationship between the company Deuux(hereinafter referred to as "Deuux") and its customers (hereinafter referred to as the "Customers" or the "Customer") ;  
1.2.   These terms and conditions apply to and form an integral part of all offers, estimates, order forms, contracts and other legal relationships between Deuux and its Clients. They also apply to any amendments or additional contracts. These terms and conditions prevail over any other terms and conditions that maybe communicated by the Clients, even in the event that the Clients' general terms and conditions exclude the application of these terms and conditions. 
1.3.   Deuux may freely modify these terms and conditions. The modifications of the termsand conditions come into force from the day of their notification to theClient. 
1.4.   If any provision of these terms and conditions is null and void or inapplicable, the other provisions shall remain in force. In that event, both Deuux and the Customer shall do their best effort to reach agreement on a provision that falls as close as possible under the scope of the invalid provision.
 
‍Article 2 Offers and conclusion of contracts 
2.1.   Unless otherwise expressly indicated by Deuux, all of Deuux's fee estimates and commercial proposals are made without any commitment. Deuux may always revoke them until fourteen days after their written acceptance by the Customer. 
2.2.   An agreement is deemed to have been concluded between Deuux and the Client when Deuux confirms it in writing or by e-mail or actually performs it (hereinafter referred to as the "Agreement").  
2.3.   The offer and, insofar as it deviates therefrom, the written or e-mail confirmation of the Agreement by Deuux shall be deemed to fully and accurately reflect all agreements entered into. 
2.4.   The Customer may not invoke a right for changes, additions or cancellation of the Agreement, unless Deuux has expressly accepted such changes, additions or cancellation in writing. Deuux may attach additional conditions to this acceptance, such as an adjustment of the delivery period and the payment of financial compensation In the event of a cancellation of the Agreement accepted by Deuux, the Customer shall in any event pay Deuux cancellation compensation fees amounting to at least twenty percent of the total amount of the price agreed in the Agreement. 
2.5.   Without prejudice to clause 2.2. of these terms and conditions, Deuux may always have the Agreement performed, in whole or in part, by third parties. 

‍Article 3 Prices and price adjustment 
‍3.1. Unless specifically stipulated otherwise, all prices mentioned in the Contract are exclusive of taxes levied by the public authorities (hereinafter referred to as the "Price"). 
3.2. Unless and insofar there is an agreement to the contrary, costs relating to additional work are not included in the Price. 
3.3. Any work carried out in consultation with the Client or at the Client's request, which is not included in the estimate or the written or e-mail confirmation of the Contract by Deuux, is considered as additional work. Deuux reserves the right to invoice the Client for this additional work.  
3.4. Without prejudice to the provisions set forth in clauses 3.2. and 3.3., Deuux may unilaterally decide to increase the Price agreed in the Contract, for objective reasons arising after the conclusion of the Contract.  
3.5. Deuux reserves the right to invoice the Customer as and when the Contract is performed. And whether or not the work agreed under the Contract has not yet been finalized. Invoicing will correspond to the amount of the work already performed. 
3.6. Deuux also reserves the right to request payment of an advance before starting its services under an Agreement with the Client.  

‍Article 4 Copyright 
‍4.1. All drawings, models, graphic work carried out by Deuux (hereinafter referred to as "Original Creations"), whether in the context of the performance of an Agreement or not, are and will remain the intellectual property of Deuux. The Original Creations will not include any update or simple upgrading works made by Deuux on drawings, models, graphic work owned by the Client from the moment such update and/or upgrading is not to be considered as substantial in their nature so that they would consist of new Originals Creations. The substantial update and upgrading will be previously detailed in the service agreement to be applicable between Deuux and the Client.      
Ownership is understood to be the ownership of all rights (economic and moral) attached to the Original Creations realised by Deuux pursuant to and subject to the restrictions set forth in the Initial License.
4.2. Deuux is entitled to all the copyrights that it automatically holds on each of its Original Creations. Deuux is authorized to use, whether for advertising and/or commercial purposes, the Original Creations realised within the context of the performance of an Agreement or not.
4.3. By delivering the Original Creations to the Customer, whether or not in the performance of an Agreement, Deuux here by grants a ten (10) years license (hereinafter referred the “Initial License”) to the Customer allowing the latter to use the Original Creation belonging to Deuux. The fees for the granting of the Initial License is included in the fees indicated in the Initial License. Under the Initial License, the Client receives or will receive the Original under native source files created by Deuux and is authorized to use this files for its own business needs. The Client is not authorize to modify it by its personal means or with third party assistance without prior written approval of Deuux. Unless otherwise stipulated in writing between Deuux and the Client, Deuux shall remain the owner of all the rights attached to its Original Creations.    

‍Article 5 Payment and collection 
5.1. The Customer is required to pay the invoices of Deuux at the latest within fifteen days from the date of the invoice or earlier if the payment period mentioned on the invoice is shorter. Any other extended payment period must be agreed in writing with Deuux. 
5.2. Deuux has the right to set off payments of the Customer firstly against costs and interest owed by the Customer to Deuux and secondly only against the invoiced amounts due in their order of seniority (first the oldest), even if the Customer indicates another order or the payment relates to another amount owed to Deuux.
 
In the event of total or partial non-payment of an invoice at maturity, the Customer shall be liable, ipso jure and without prior notice, topay late payment interest on the amount of the unpaid invoice in accordance with the current interest rate set by the amended law of 18 April 2004 on payment periods and late payment interest; In addition, in the event of late payment of an invoice, the Customer shall be held liable, ipso jure and without prior notice, to pay a lump sum of 10 percent of the amount of the unpaid invoice, with a minimum of 40 euros, without prejudice to the right of Deuux to claim higher compensation by providing evidence that it has actually suffered a greater loss.
 
5.3. In the event that the Customer fails to fulfil its obligations or in the event of adelay in the performance of its obligations towards Deuux, all extrajudicial costs (e.g. collection costs) and judicial costs (bailiff's, expert's and lawyer's fees) incurred by Deuux to compel the Customer to comply with its obligations shall be borne by the Customer. 
5.4. The Client must have notified to Deuux any possible complaint on an invoice no later than fifteen days from the date of the invoice. Such notification must be made by sending a registered letter, on pain of nullity. In the absence of any complaint, the Customer shall be deemed to approve the invoice in question. Any complaint about an invoice shall not give the Customer the right to suspend payment. 

‍Article 6 Suspension and termination, end 
6.1.   Without prejudice to its other claims against the Customer by virtue of the Agreement and the law, Deuux may, without prior notice, without judicial authorisation, and without payment of damages and interest, totally or partially suspend the performance of its obligations towards the Customer with immediate effect,terminate the Agreement, in the event of the occurrence of one of the following events: 

a) The Customer fails to fulfil any of its obligations under these Terms and Conditions and the Agreement;
b) The Customer has fears based on objective elements that the situation referred to in point a) above will occur;
c) in the event of suspension of payment by the Customer, judgment declaring bankruptcy, approval of the composition agreement, granting of a suspension of payment to the Customer, admission of the Customer to a controlled management procedure or any other insolvency procedure;
d) in the event of liquidation or cessation of the Customer's activities;
e) in the event of a change of control over the Customer;
f) an attachment is made on the Customer's assets or part thereof;
g) such circumstances occur that compliance with its obligations by Deuux becomes impossible or so complicated or disproportionately costly that Deuux can no longer be expected to comply with them. 

6.2.   In the event of suspension or termination as referred to above, Deuux shall not be liable to the Customer for any compensation whatsoever. 
6.3.   Except with the prior written consent of Deuux, the Customer may not suspend or off set its obligations towards Deuux, even in the event of a complaint whether or not based on the Agreement.
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‍Article 7 Liability  
7.1.   Deuux declines all liability for the accuracy and completeness of the data provided by the Customer. Deuux will perform the Agreement in accordance with the information and data provided by the Customer. 
7.2.   The liability of Deuux (including its directors, managers, workers, independent contractors or employees) towards the Client is always limited as specified in article 7.3. of these terms and conditions. Regardless of the (legal) facts and grounds on which the liability is based or is likely to be based. 
7.3.   Deuux is only liable for damages that are the direct and exclusive consequence of a breach attributable to it. The liability of Deuux is always limited to a maximum of the amount of the invoice paid by the Customer to Deuux (VAT excluded) for the service provided to the Customer to whom the liability relates. If the damage is covered by an insurance policy of Deuux, the liability of Deuux is in all cases always limited to the amount that is effectively paid by Deuux's insurer in that particular case. 

‍Article 8 Processing of personal data  
‍8.1. Unless otherwise provided, the terms used in this article are deemed to have the same meaning and scope as those used and defined in the General Data Protection Regulation  ("GDPR") n°2016/679 of 27 April 2016. The personal data referred to in this article refers to data of natural persons collected and processed by Deuux, including personal data of natural persons who work for or represent legal entities that have entered into a contract with Deuux.   
8.2. The personal data of each Customer is collected and processed by Deuux solely within the framework of the applicable contractual obligations between the parties. Under authorization of the Customer, Deuux may also process this data in order to communicate to the Customer information relating to additional products or services which may be of interest to the Customer.  
8.3. The data collected and processed by Deuux are, depending on the particular situation and the nature of the enquiry made to Deuux :
- The postal and/or electronic address ;
- The billing address;
- The telephone number;
- the profession;
- any other data that is necessary for the conclusion or the performance of the Agreement.  
8.4. The Customer's data are stored in the form of a paper file and/or electronic file, under the responsibility of Deuux, which takes all necessary measures to ensure their security and integrity. Customer data are only stored and processed forthe time necessary to process your file. After your file has been closed, the data will be kept for a maximum of ten years, starting from the termination of Deuux's services, unless a longer retention period is imposed or exceptionally authorised by law. 
8.5. The staff, employees, representatives and the management of Deuux will have access to the personal data of the Clients when it is necessary for the proper performance of the professional obligations of the parties. An eco-nomic partner might also have access to Customer data in order to ensure the proper performance of the Agreement.  
Deuux does not sell your personal data to third parties. If data were to be transmitted to other third parties for the purposes of Deuux's legal or contractual obligations, the Customer would be notified as soon as possible. 
8.6. As being the person whose data is processed, the Customer has the right to: 
- request access to his/her personal data;
- request the rectification of his/her personal data;
- request the deletion of his personal data;
- request the limitation of the processing of personal data and to know the impact of such limitation, in particular on the Agreement concluded between the parties;
- to oppose the processing of his/her personal data and to know the impact of such opposition, in particular on the Agreement concluded between the parties;
- request the portability of his personal data;
- when the processing of his data is based on his consent, the right to withdraw his consent at any time, without such withdrawal affecting the lawfulness of the further processing;
- the right not to be subject to decision-making based solely on the automated processing of personal data, including profiling;
- the right to lodge a complaint with the competent national data protection authority. 
By signing any document and these general terms and conditions, the Customer hereby declares to accept that he: 
- has read this document and that its content has been explained to him;
- has read it and has been able to ask all the questions he may have about its content;
- has declared that he has given his explicit, free and informed consent for the processing of his personal data and that he has, where applicable, obtained the same consent from his staff, employees or other representatives for the processing of their personal data by Deuux. 
Upon simple written demand, the data subject whose data is processed has the right to consult and correct the data concerning him/her. In addition,any natural person may object to the processing of his personal data for direct marketing purposes by informing Deuux in writing. 

Article 9 Applicable law and competent jurisdiction 
‍9.1. Luxembourg law applies exclusively to all contracts and other legal relationships to which Deuux is a party.  
9.2. It is expressly agreed that all disputesarising from the Agreement and these Terms and Conditions shall be subject tothe exclusive jurisdiction of the courts of Luxembourg City.