Ref. CGV-MIIND.0726.EN
General Terms and Conditions of Sale and Services
These general terms and conditions define the rights and obligations of MIIND and its clients for any commercial relationship. They apply to all consulting, development, audit, and IT services provided by MIIND.
1. Definitions
- Client : Legal or natural person in a commercial relationship with MIIND.
- Contractual documents : The offer, purchase order, quote, pricing conditions, service description, contract, and these GTC.
- Business hours : From 8:00 a.m. to 6:00 p.m., Monday to Friday, excluding public holidays in the Grand Duchy of Luxembourg.
- Business days : Monday to Friday, excluding public holidays in the Grand Duchy of Luxembourg.
- Party(ies) : MIIND and/or the Client.
- Product : Any tangible or intangible good sold, leased, or made available, including hardware, software licenses, deliverables, and components of a solution delivered to the Client.
- Commercial Relationship : Any order, contract, accepted quote, or agreement concluded between the Parties.
- Service : All services offered by MIIND and set out in the contractual documents (consulting, development, business analysis, audit, integration, maintenance, training, etc.).
- Company : MIIND, an IT consulting company whose registered office is located at 34, rue de la Poste, L-8824 Perlé, Grand Duchy of Luxembourg.
2. Purpose and scope
These General Terms and Conditions of Sale and Services, which form an integral part of the contractual documents, define the rights and obligations of the Parties for any Commercial Relationship between MIIND and its clients in the Grand Duchy of Luxembourg or abroad, regardless of the place of delivery or performance.
Where applicable, they are supplemented by specific conditions that take precedence over these GTC in the event of any contradiction.
3. Acceptance and amendments
The Client acknowledges having read these GTC before entering into any Commercial Relationship with MIIND.
It is expressly acknowledged that the signature or execution of any document referring to these GTC constitutes acceptance thereof.
It is expressly acknowledged that the implementation and use of any Product or Service constitutes acceptance of these GTC.
No derogation may be accepted without the express prior agreement of MIIND. Any contrary condition unilaterally imposed by the Client shall not be enforceable against MIIND, regardless of when it was brought to MIIND's attention.
MIIND reserves the right to amend these GTC. The amended GTC shall be deemed accepted by the Client provided they have been communicated to the Client in advance, and in the absence of any objection within fifteen (15) days from such communication.
4. Offers, orders, and performance
Unless otherwise stated in the offer, offers issued by MIIND are valid for ten (10) days from their date of issue. During this period, they are subject to revision in the event of an increase in supplier costs, exchange rate fluctuations, changes to the initial scope, or any other circumstance beyond MIIND's control.
Any order placed with MIIND is firm and binding on the Client upon receipt by MIIND of the validated price offer, a purchase order, or any other document evidencing an order (for example, an email).
It is expressly acknowledged that validation of the price offer or any other document evidencing an order by a member of the Client's staff constitutes express and full acceptance of all contractual documents.
The Client acknowledges having made its commercial decision with full knowledge of the facts, after having been duly informed by MIIND of the benefits and limitations of the Products and Services offered.
MIIND shall use all reasonable efforts to fulfil the order within the agreed timeframes. The unavailability of a Product or delay in performance shall not entitle the Client to cancel the overall order and shall not give rise to any compensation from MIIND.
5. Delivery, acceptance, and transfer of responsibility
Delivery of Products
Hardware delivery takes place physically at MIIND's premises by handover to the Client or a carrier. Delivery may be carried out electronically for intangible goods (licenses, digital deliverables, etc.).
Unless expressly agreed otherwise, transport and travel costs are not included and are invoiced at the applicable rates.
Upon delivery, the Products are placed under the Client's responsibility, who shall then bear all risks of loss, theft, or damage.
Acceptance of Services and deliverables
Delivery, performance, or intervention timeframes indicated by MIIND are indicative only. No compensation may be granted to the Client in the event of failure to meet these timeframes, and no order may be cancelled without the express agreement of MIIND.
Deliveries and services shall be deemed accepted and duly performed in the absence of written objection by the Client within five (5) business days following delivery or performance.
6. Pricing, invoicing, and payment
In the event of changes, after the order, to prices imposed by suppliers, publishers, exchange rates, or applicable taxes, MIIND reserves the right to adjust sales prices accordingly.
Hourly rates, amounts stated in contracts, and miscellaneous fees may be indexed to the applicable consumer price index. For technical billing constraints, prices may be rounded up to the next euro without exceeding such indexation.
Services performed outside business hours shall be invoiced taking into account the coefficients provided for by law.
Invoices are issued in euros and are payable within thirty (30) days. Prices are exclusive of VAT and all other taxes, which shall be invoiced separately.
Invoices not disputed in writing within five (5) business days of receipt shall be deemed accepted. In any event, the Client shall pay the undisputed amount of any disputed invoice.
MIIND reserves the right to require payment by direct debit, to request advance payments and/or to assign its receivables to a factoring company.
Late payment
- In the event of non-payment on the due date, MIIND may require immediate payment of all outstanding invoices.
- In the event of non-payment forty-five (45) days after the due date, MIIND shall issue a formal notice by registered mail requiring payment within eight (8) days.
- Late payment interest at a rate of one and a half (1.5) times the legal interest rate shall apply eight (8) days after an unsuccessful formal notice.
- In the event of non-payment, MIIND may claim a flat-rate compensation of 15% of the principal amounts due including VAT, with a minimum of EUR 1,500, for collection costs, unless higher costs are justified.
- In the event of non-payment, MIIND reserves the right, without judicial intervention, to suspend the Services and to recover equipment made available.
Recurring contracts
Under contracts, monthly instalments are payable in advance. Any period commenced is due in full. In the event of non-payment of a single monthly instalment on its due date, MIIND may suspend the Services, recover equipment made available, and claim compensation equal to the full amount of remaining monthly instalments.
7. Retention of title
MIIND retains ownership of Products sold until full payment of the price. Risks relating to products sold are transferred to the Client upon handover of the goods, regardless of the date of transfer of ownership.
In the event of non-payment in full, MIIND reserves the right, without judicial intervention, to recover products made available at the Client's premises. Until full payment, the Client may not pledge, exchange, or sell the products.
8. Assignment
Without prejudice to MIIND's right to subcontract all or part of its Services, neither Party may assign, sublicense, or otherwise transfer any of its rights arising from an order, contract, or agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
Nothing prohibits or limits MIIND's right to assign its rights or obligations to its subsidiaries or affiliated companies.
9. Client obligations
The Client owes MIIND a duty of cooperation to enable the effective provision of Products and Services.
- Provide, under its own responsibility, all documents, licenses, authorisations, and information necessary for performance of the engagement.
- Put MIIND in contact with all relevant persons and designate a single point of contact for coordination.
- Make available the necessary equipment (office, PC, connections, access to facilities, etc.) and ensure backup of its own data.
- Ensure compliance with intellectual property rights and lawful use of software installed or installed by MIIND.
- Refrain from reproducing or copying software or transmitting it to third parties without the express authorisation of its authors.
The Client undertakes to indemnify MIIND against any loss arising from unauthorised use of creations, productions, or software.
10. Non-solicitation
Throughout the Commercial Relationship and for a period of twenty-four (24) months following its termination, the Client undertakes:
- Not to solicit, directly or indirectly, any employee of MIIND for the purpose of offering employment, regardless of their status.
- Not to collaborate with a third-party company for the purpose of soliciting employees of MIIND.
- Not to accept the services of the employee through a third-party company.
In the event of breach, the Client shall pay MIIND a flat-rate compensation equal to twelve (12) times the last gross monthly remuneration paid by MIIND to the employee concerned for a full month of work. This clause applies within the territory of the Grand Duchy of Luxembourg, Belgium, and France.
11. Complaint handling
In the event of a complaint, the Client may contact MIIND by email at info@miind.lu or by post at its registered office.
The Client shall provide all relevant details (company name, contact person, address, email, and telephone number) as well as a detailed description of the issue with available references.
12. Warranty
Services
Unless expressly agreed otherwise, MIIND's obligations constitute obligations of means. MIIND does not guarantee the achievement of any particular result.
MIIND shall use all reasonable efforts to provide services in accordance with professional industry standards.
Third-party products and licenses
Where MIIND acts as an intermediary or reseller, products are warranted under the conditions determined by the manufacturer or publisher. MIIND offers no express or implied warranty regarding third-party products, their quality, or their fitness for a particular purpose.
Invoking a manufacturer or publisher warranty shall not suspend the enforceability of amounts due, cancel a sale, or terminate a contract.
Software
MIIND does not warrant that software operation will be uninterrupted or error-free. MIIND offers no warranty in the event of incompatibility or failure occurring after an update, whether performed by MIIND, by the Client, or automatically.
Additional services (reconfiguration, reinstallation, data transfer, etc.) shall be invoiced in accordance with MIIND's applicable hourly rates.
13. Subcontracting
The Client acknowledges and accepts that certain solutions and services can only be implemented by combining MIIND's services with those of providers or subcontractors (telecom operators, data centres, IT providers, etc.).
MIIND may subcontract all or part of its services to a third party, and change subcontractors at any time provided the services are at least equivalent and have no adverse impact on the Client.
14. Limitation of liability
The Client independently selects the equipment, applications, services, and resources it requires. It is responsible for the operation of the applications it uses, its IT security policy, its backups, and its business continuity plan.
MIIND shall not be liable for any compensation for indirect or intangible damages such as loss of production, loss of business, loss of revenue, loss of data, financial loss, or commercial loss.
MIIND cannot be held liable for damages related to failure to back up data, technical non-compliance, incompatibility between equipment, cyberattacks, or force majeure.
It is solely the Client's responsibility to regularly perform — and in any event before any technical intervention — backup copies of its systems, applications, and data.
Any action or claim against MIIND shall be time-barred after thirty (30) calendar days.
15. Intellectual property rights
The Client receives from MIIND the right to use the services to which it has subscribed, for the duration and under the conditions agreed. This right is personal, non-transferable, and strictly limited to the Client's use.
This contract does not constitute an assignment to the Client of any intellectual property owned by MIIND or its staff (methodologies, frameworks, tools, know-how).
The Client retains ownership of its pre-existing intellectual property and deliverables specifically created on its behalf, subject to full payment of amounts due.
The Client undertakes to use hardware and software in accordance with applicable standards and manufacturer and publisher requirements.
16. Force majeure
Force majeure results from an unforeseeable, irresistible event beyond the control of the Party invoking it, making it impossible, temporarily or permanently, to perform one or more obligations.
The Party wishing to rely on force majeure must immediately notify the other Party in writing (registered mail), setting out the effects and probable duration of non-performance.
Neither Party shall be held liable for delays or failures caused by force majeure, including but not limited to: adverse weather, acts of public authorities, strikes, wars, pandemics, cyberattacks, operator failures, or natural disasters.
If performance remains suspended after fifteen (15) calendar days, the Parties undertake to renegotiate in good faith to find an alternative solution.
17. Termination – Suspension
Notice period
The Client may terminate the Commercial Relationship subject to six (6) months' notice before expiry, by registered letter with acknowledgment of receipt. Notice takes effect on the first (1st) day of the month following notification. Failing this, the Commercial Relationship shall be tacitly renewed on a year-to-year basis.
Early termination
Before or after commencement of performance, the Commercial Relationship may be terminated by the Client before its term, subject to payment to MIIND of compensation equal to the total amount the Client would be required to pay as if performance had continued until its term.
Termination for serious breach
Either Party may terminate with immediate effect in the event of a serious breach, by registered letter with acknowledgment of receipt, following an unsuccessful formal notice within thirty (30) days.
Serious grounds that may be invoked by MIIND include in particular: obstruction of performance, default or late payment, proven fraud or attempted fraud, or proceedings affecting the Client's solvency.
Effects
In the event of suspension or termination, all outstanding amounts become immediately due. The Client is required to pay for all services provided, expenses incurred, and personnel costs allocated up to the date of suspension or termination.
18. Personal data protection
The Parties undertake to comply with Regulation (EU) 2016/679 (GDPR) and applicable Luxembourg legislation on the processing of personal data.
In the context of their contractual relationship, MIIND may act as a processor on behalf of the Client, as data controller, for processing operations necessary for the Commercial Relationship.
The Client remains the sole owner of data files transmitted to MIIND. MIIND shall not divert, commercialise, or disclose these files for purposes other than those necessary for the Commercial Relationship.
Data processed
Personal data processed may include: names, first names, email address, postal address, telephone number, IP address, logs, etc., relating to the Client's employees, clients, and suppliers.
MIIND's obligations
For more details, see our privacy policy.
- Process data only in accordance with the Client's instructions and in compliance with the principles of data minimisation.
- Ensure confidentiality and raise staff awareness of data protection principles.
- Implement security measures appropriate to the risk in accordance with Article 32 of the GDPR.
- Notify the Client of any data breach after becoming aware of it.
- At the end of the Commercial Relationship, destroy or return data in accordance with the Client's instructions.
Client obligations
The Client alone determines the purposes and means of processing for which it is responsible. It guarantees to MIIND compliance with its legal obligations regarding data protection and shall indemnify MIIND against any loss resulting from failure to comply with these obligations.
For any questions regarding data protection: privacy@miind.lu
19. Confidentiality
« Confidential information » means any information of a confidential nature, commercially and/or technically sensitive, concerning the Client and/or MIIND.
- Information concerning current or future services and products, codes, specifications, technical documentation.
- Information relating to purchasing, accounting, and marketing activities, plans, sales data, client lists.
MIIND and the Client undertake not to disclose the other party's confidential information to any third party, nor to use it for purposes other than performance of the Commercial Relationship. This obligation survives expiry or termination. These provisions do not apply to publicly available information or information lawfully received from an authorised third party.
20. Severability
The invalidity of any clause of these GTC shall not affect the other clauses. The clause concerned shall, to the extent possible, be replaced by a valid provision of equivalent effect.
21. Jurisdiction and applicable law
The Commercial Relationship between MIIND and its clients is governed by Luxembourg law.
Any dispute relating to these GTC shall, failing amicable settlement, fall under the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg.
