Article 1: Introduction

Solutions provided by M82 may be delivered across multiple platforms owned and operated by M82, which include, but are not limited to: www.m82.lu.

In addition to the General Terms and Conditions, Specific Terms and Conditions may be defined for every Solution. These General Terms and Conditions and the Specific Terms and Conditions shall be interpreted and applied together as a single instrument (the “Agreement”). All terms, conditions and policies of M82 Solutions can be consulted at m82.lu/legal.

This agreement shall become effective as of the date of (1) the Customer electronic signature or (2) the activation of the Customer’s account or (3) receipt by the Customer of an e-mail from any of the Solutions by M82 confirming the Customer order, whichever happens first.

The Agreement between M82 and the Customer sets forth the legal rights and obligations governing M82 offering, provisioning and delivery of the Solutions and the Customer’s receipt and use thereof. The Agreement in its entirety shall consist of these General Terms and Conditions, the Order Form, each applicable Specific Terms and Conditions and any applicable additional Terms of Use and/or License pertaining to the software and products provided under this Agreement. In the event of an inconsistency between a term or condition contained in any document(s) comprising the Agreement, including any incorporated attachments, appendices, exhibits or other documents, the order of precedence, from the most to the least controlling, shall be:

1. The Order Form properly executed by authorized representatives of both M82 and the Customer
2. The applicable Specific Terms and Conditions, including any exhibits and
3. The General Terms and Conditions

THESE GENERAL TERMS AND CONDITIONS, AS WELL AS THE SPECIFIC TERMS AND CONDITIONS, MAY BE OBTAINED BY THE CUSTOMER AT ALL TIMES BY REQUESTING THEM TO M82. THEY MAY BE MODIFIED BY M82 AT ANY TIME AS PERMITTED OR REQUIRED BY LAW. M82 SHALL PROVIDE THE CUSTOMER WITH AT LEAST FIFTEEN (15) DAYS PRIOR NOTICE OF ANY CHANGES THAT WOULD MATERIALLY AND ADVERSELY AFFECT THE CUSTOMER SO THAT THE CUSTOMER MAY ELECT TO DISCONTINUE THE SOLUTION AND VOID THE EFFECTS OF THE CHANGES. M82 NOTICE MAY BE DELIVERED BY: (1) A MESSAGE INCLUDED WITH THE INVOICE; (2) POSTAL MAIL; (3) PHONE CALLING AND SPEAKING TO THE CUSTOMER; (4) E-MAIL OR (5) MESSAGE IN THE CUSTOMER ACCOUNT. THE CUSTOMER SHALL BE BOUND BY CHANGES AFTER THEY BECOME EFFECTIVE.

Article 2: Definitions

• Customer means a person, firm, corporation or any other entity who places an order for an M82 Solution by means of an online or written order form and who is responsible for compliance with all the Customer obligations set forth in the Agreement, including the duty to pay for the Solution.
• Fees means any fee or price the Customer shall pay for the provision of the Solutions by M82.
  
• Order Form means the part of the Agreement that shall be executed by M82 and the Customer either electronically or in writing and, which among other things, identifies the Solution to be provided. The Order Form may be manifested in various formats depending on the requested Solution, including but not limited to, a click-to-buy transaction, an e-commerce purchase, a signed paper document, a digital proposal acceptance, or a formal purchase order.
  
• Party or Parties means the Customer or M82 individually or both collectively.
  
• Payment means definitive receipt of the sums due by the Customer on M82’s account.
  
• Recurring Fee means the fees invoiced to the Customer by M82 for the use and/or provision of a Solution on a cycling basis such as monthly, yearly or else.
  
• M82 means M82 SARL-S, the private limited liability company registered in Luxembourg and of Luxembourgish Law (B275507).
• M82 Equipment means the computer systems, and all associated components owned, leased or licensed by M82 and which are used by M82 to provide the Solutions.
• M82 IPs means any intellectual property of M82. This includes websites, apps and games owned and operated by M82, including but not limited to: m82.lu, highscore.lu, merch.lu, staatsexamen.lu and kaddosiddien.lu.
• M82 Website means the websites via the following address: www.m82.lu
• Recurring Fee means the fees invoiced to the Customer by M82 for the use and/or provision of a Solution on a cycling basis such as monthly, yearly or else.
• Solution or Solutions mean the services, products and software provided by M82 and/or M82’s affiliates, agents, or assigns at any given time, including but not limited to software development services, web development services, software as a service, physical and digital products, and any associated support services, which may be changed, amended, and/or otherwise altered at any time by M82 at its sole discretion.
• Service Start Date means the date when M82 notify the Customer that the Service is available for their use.
• Specific Terms and Conditions mean the terms and conditions additional to these General Terms and Conditions which apply to a Solution ordered or used by the Customer.
• Working Day means a normal workday within the meaning of Luxembourg civil law, excluding, among others, weekends and legal holidays.

Article 3: Interpretation

3.1 The headings used in the Agreement are inserted for convenience only and are not intended to be part of nor to affect the meaning or interpretation of any of the Agreement.

3.2 In the Agreement the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context shall admit or require.

3.3 The expression “person” means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture.

3.4 The words “include”, “includes”, “including” and “included” will be construed without limitation unless inconsistent with the context.

3.5 The Agreement (as varied in accordance with its terms) forms the entire understanding of M82 and the Customer in respect of the matters dealt within it and supersedes all previous agreements, understandings and negotiations between M82 and the Customer.

3.6 References in these Conditions to articles mean articles of these Conditions. References in these Conditions to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted.

Article 4: General information

4.1 The main objective of these General Terms and Conditions is to set forth the conditions under which M82 provides any Solutions to the Customer.

4.2 The Customer expressly acknowledges having read and understood these General Terms and Conditions as well as any document comprising the Agreement. The same shall apply to any third party to whom the Customer will make directly or indirectly benefit from the Solution. By placing an order using the Order Form, the Customer accepts the Agreement in its entirety and without reservation. The Agreement shall remain in effect for the entire term of the contractual relationship and any events or circumstances arising there from.

4.3 Only the English version of the Agreement is binding upon M82 and the Customer. Any translation hereof that is available on the M82 website is provided for informational purposes only; for the avoidance of doubt, only the English version shall apply and prevail in any and all interpretation including but not limited to in a court of law.

Article 5: Establishment of the contractual relationship

5.1 Order Form

The offering, provisioning and delivery of the Solutions are subject at all times to the receipt and acceptation by M82 of an Order Form subject to the terms and conditions described below. The Customer’s request for Solutions is embodied by completion of an Order Form available on M82 IPs and/or on request to M82. Pursuant to Article 5 hereof, submission of an Order Form to M82 constitutes acceptance of the Agreement terms by the Customer in their entirety without any possibility of withdrawing such acceptance in whole or in part. In addition, by submitting the Order Form, the Customer implicitly accepts in advance and without reservation the legal, administrative and technical rules and regulations that are applicable to the Solution specified in the Order Form submitted by the Customer. Notwithstanding the foregoing, if the Customer receives and uses Solutions without a duly executed Order Form, the Customer nevertheless shall be deemed to have accepted, and therefore will be bound by, all the applicable terms and conditions pertaining to the Solutions received and used.

5.2 Conclusion of the contract

The Order Form executed by the Customer (who shall have full legal competence to enter into a contract) shall only constitute a definitive order upon payment in full of the required emoluments for the Solutions. The Customer shall receive a confirmation of receipt of their order within a reasonable delay except insofar as M82 declines to accept the order for reasons specified herein or for any other cause deemed reasonable by M82. The Customer shall be deemed implicitly to have received such confirmation pursuant to the provisions of Article 5.3 below. With regard to any territoriality issue that may arise hereunder, the Agreement shall be deemed to have been concluded at M82’s head office, as indicated in the Definitions herein. The Customer agrees that performance of the Solutions shall begin prior to the conclusion of the legally allowable cancellation period, which means that the Customer will not be entitled to cancel his order after having submitted it. M82 hereby expressly stipulates that for the purposes hereunder, the Customer is the natural or legal person that executes the Order Form. If a Customer acts on behalf of a legal person, the Customer shall nonetheless be responsible for such legal person’s compliance with and fulfilment of the terms of the Agreement, as well as for the payment of any invoice arising from any order that the Customer may have placed.

5.3 Handling of Customer Details and acceptance thereof

The Customer agrees that proper communication between them and M82 on a regular basis is essential to their proper use (including passive use) of the Solutions. Accordingly, the Customer must properly consult and acknowledge any relevant information transmitted by M82. To this end, and in order to allow M82 to reach the Customer as well as to provide the Solutions in a proper manner, the Customer agrees to provide M82 with current and updated address information. Such information shall consist of the Customer’s email address, postal address, valid phone number at which the Customer can be reached from 9 AM to 9 PM CET (the “Customer Details”).

In accepting the General Terms and Conditions, the Customer agrees that all email sent to the Customer by M82 shall be deemed to have been received and read, immediately upon error-free transmission of such email to the email address provided by the Customer in their Order Form by M82 email servers.

Article 6: Solution Provision

6.1 M82 will use its reasonable endeavours to provide the Solutions in accordance with any timescale set out on the Order Form, but will not be liable to the Customer where, based on those reasonable endeavours, it fails to meet any timescale.

6.2 M82 will not be liable for any failure to provide the Solutions resulting from any breach by the Customer or its employees, agents or subcontractors of the Agreement.

6.3 M82 will not be obliged to provide any Solutions not referred to on the Order Form, nor will it be obligated to provide Solutions referred to on the Order Form that contain errors or inaccuracies, including instances where errors of any kind have been detected by M82. This implies that if an error, such as a pricing discrepancy, is found on the Order Form associated to any of M82 IPs, M82 reserves the right to decline the provision of the pertinent Solution and will reimburse the customer for any payments made in relation to the erroneous Order Form.

6.4 The terms of the Agreement form the entire agreement between M82 and the Customer in relation to the Solutions and all other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Customer may not rely upon any representation made or given by any employee of M82 prior to the Agreement being entered into unless confirmed in the Agreement.

6.5 M82 reserves the right at any time and from time to time improve, correct or otherwise modify all or any of the Solutions including substituting services, products, software, and/or Equipment. M82 will endeavour to give the Customer reasonable notice of any such modification, where this is reasonably practicable.

Article 7: Login name and password

Upon receipt of their first order by M82, if the ordered Solution requires login credentials and/or if the login credentials could not be chosen on the Order Form, the Customer will be provided with a login and password automatically generated by M82. This login and password shall enable the Customer to identify itself to M82‘s servers and to carry out various operations such as ordering, renewing or cancelling Solutions. Any modification in the Customer’s account shall be subject to entry of the Customer’s login name and password. The Customer shall bear sole responsibility for the management and preservation of the login name and password that they have elected. Any instructions received by M82 that includes the Customer’s login name and/or password shall be presumed to have been submitted by the Customer. Hence, M82 cannot be held responsible for any fraudulent use of such login name and/or password, which are personal and confidential elements that the Customer shall not disclose to any third party under any circumstances. In the event of loss or theft of the Customer’s password, or if the Customer has reason to believe that its password has been disclosed to any third party, the Customer shall modify its password without delay. Additionally, the Customer shall notify M82 in writing of any change in the Customer’s legal or business status (particularly any change of address) pursuant to Article 5 hereof. Any failure on the Customer’s part to fulfil this reporting obligation could prevent M82 from providing the Solutions in a proper and professional manner, inasmuch as M82 needs to know the exact identity of the Customer in order to send them information for operations such as Solutions renewal or new purchase of Solutions.

Article 8: Solutions Limitations and suspension

8.1 Courtesy Solutions

Unless expressly specified otherwise in the Order Form, all Solutions are provided for the courtesy of the Customer.

8.2 Availability of M82 Solutions

The Solution provision is subject to the availability of all necessary equipment, including those acquired, leased or rented by M82 from other entities (“M82 Equipment”). M82 may, at its sole discretion, decline to accept a Solution order if M82 determines that, based on its existing Equipment at the time of the order and its current and forecasted need to provide other Solutions, it requires the available Equipment for other Solution needs. M82 may therefore limit its provisioning of the Solution, if necessary, in order to manage the M82 IPs and any necessary operation in an efficient manner and to meet the reasonable Solution expectations of its existing and future customers based on current and projected available Equipment capacity. In addition, M82 may restrict or allocate the Solution among customers, when necessary, due either to Equipment shortages or causes beyond M82’s control. Unless otherwise expressly agreed by the Parties and specified in the Order Form, the Websites and more generally the Equipment used to provide the Solutions shall be of M82 exclusive choosing. In no event will title to the Equipment vest in the Customer.

8.3 Solutions Modification or Addition

Any modification or addition to the Solutions requested after the signature of the Agreement but in the framework of the Agreement shall be subject to a written acceptance of M82 and governed by the same General Terms and Conditions and Specific Conditions as set forth in the Agreement, unless otherwise agreed between the Parties. In its sole discretion and without liability to the Customer, M82 may: (a) alter the methods, processes or suppliers by or through which it provides the Solution; (b) change the Equipment used to provide the Solution; or (c) substitute comparable Solution for that being provided to the Customer. If necessary due to the potential impact on affected customers, M82 will provide prior notice of any alterations, changes or substitutions.

8.4 Solutions Suspension

M82 may, without notice and without incurring any liability, discontinue the provision of the Solution if: (a) it determines such action is necessary to (i) prevent or protect against fraud, tricks, tampering, schemes, false credit devices, electronic devices, or any other fraudulent means or devices, (ii) protect its personnel, agents, facilities or services, or (iii) protect against actual or potential adverse financial effects; (b) in case of legal obligation, judicial or governmental request, or request from a duly competent regulatory or administrative authority (c) in case of urgent work on the M82 IPs and/or on M82 Equipment (d) the Customer fails or refuses to provide information regarding the Customer’s creditworthiness, its past or current use of the Solutions, the jurisdictional nature or characteristics pertaining to its use or planned use of the Solution; (e) the Customer provides false information to M82 regarding the Customer’s identity, address, creditworthiness, past or current use of the Solution, or the jurisdictional nature or characteristics pertaining to its use or planned use of the Solution; (f) the intensity of which the Solution is used by the Customer exceeds any agreed or stipulated level and M82 determines in its sole discretion that suspension is necessary to protect M82 Equipment and/or IPs; (g) if M82 have reasonable grounds to believe that the Customer uses or threatens to use the Solution in a fraudulent and/or unlawful and/or criminal manner or in a manner which could prejudice M82, (h) in case of Force Majeure, as defined in Article 21 hereafter.

Notwithstanding the foregoing, M82 shall make its best efforts to notify the Customer of the suspension within a reasonable prior delay. Additionally, M82 shall make its best efforts to limit the suspension period.

8.5 Condemnation or Loss of the M82 Equipment

M82 may, with notice to the Customer, suspend or terminate the Solution following the condemnation of any material portion of the M82 Equipment used to provide the Solution or if a casualty renders all or a material portion of such M82 Equipment inoperable and beyond feasible repair.

8.6 Customer’s Obligation To Pay

The suspension of the Solution pursuant to this Article 8 does not relieve the Customer of its obligation to pay M82 for the Solution provided up to the time of suspension. For the avoidance of doubt, it is expressly understood by the Customer, that any suspension for any cause will not relieve the Customer from paying all Fees applicable to the Solution until the end of the Initial or any Renewal Term, the Customer will be obligated to pay M82 as if they had terminated the Solution for their convenience. In all instances, M82 shall not be held responsible or liable for any consequences and/or damage that the Customer may suffer due to a Solution suspension.

Article 9: Solution Delivery

The Customer acknowledges that, given the nature of the Solutions from some of the M82 IPs, M82 cannot guarantee that the Solutions, when delivered via the Internet, will be uninterrupted or error free. M82 shall therefore act as a professional IT service provider but shall not guarantee the continuity of the Solutions or their performance. To the fullest extent permitted by law and save as provided elsewhere in the Agreement, the Solutions are provided by M82 to the Customer on an “as is” and “as available” basis and no warranty or representation (express or implied) of any kind are given in connection with the Agreement including as to satisfactory quality and fitness for a particular purpose. In particular, M82 gives no warranty or representation that (a) the Solutions will meet the Customer’s requirements and/or (b) the Solutions will be provided on an uninterrupted, timely, secure or error-free basis; and/or (c) any results obtained from use of the Solutions will be accurate, complete or current. M82 warrants that it will provide the Solutions with reasonable care and skill and in a workmanlike manner. M82 shall however not be liable for a breach of such warranty unless the Customer notifies M82 in writing of such failure within fourteen (14) days of the Customer becoming aware of the failure. If the Customer makes a valid claim against M82 based on a failure by M82 to comply with the warranty set out in Article 8.2 M82 may, at its option, take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to such Solutions, provided that the liability of M82 under such warranty will in no event exceed the amount of the Fees paid to M82 by the Customer (excluding VAT and expenses) in the one (1) month period prior to the date on which the Customer makes the claim. If M82 complies with this article, it will have no further liability for a breach of the said warranty.

Article 10: Support service

10.1 Any request from the Customer for support shall be sent to M82 via email. Check m82.lu/legal for more details.

10.2 Unless otherwise agreed between the Parties and specified in the Order Form, M82 shall provide support during Working Days only, between 3 PM and 4 PM CET (« Support Hours ») and if possible, reply to the Customer request for support within one week from the date the request is received.

10.3 While providing support services, M82 shall use its best efforts but shall not guarantee any result.

Article 11: Tariff, Invoicing, Payment

11.1 General provisions

Unless otherwise specified, all prices and fees are net, in euro (EUR) and including VAT. VAT, all similar taxes and all payment costs shall be paid by the Customer. M82 reserves the right to adapt its prices and fees at any time to take into account any factor such as any new or modified requirements imposed by its suppliers, any monetary parity that may take effect, or any supplementary taxes that may be levied. In the event of Solutions utilizing a subscription model, M82 shall inform the Customer of such adaptations, if possible prior to their application. M82 may modify the applicable prices, fees and charges on not less than fifteen (15) days prior notice to the Customer. Except as expressly provided otherwise in the Order Form, the prices, rates and fees for the Solution shall be effective during the Initial Term of the Solution and during any Renewal Term. For any period started either monthly, yearly or else, every period started is due in full.

11.2 Invoicing

The Customer agrees that any invoice for Solutions provided by M82 shall be transmitted to the Customer electronically to the email address provided by the Customer in its Contact Information. The Customer shall be entitled to ask M82 to send the Customer a printed invoice, in consideration of the applicable administrative fee. In view of the fact that the email address provided by the Customer in their Contact Information must be valid, active and available seven (7) days a week, the Customer shall not be entitled to lodge any claim with M82 in the event an emailed invoice is not received.

11.3 Recurring Fee

For the provision of a Solution on cycling basis, the Customer shall pay a recurring fee (the «Recurring Fee»). The Recurring Fee is based on the Solution selection made by the Customer in their Order Form.

11.4 Non-Recurring Fee

If applicable the Customer shall pay a one-time fee for the Solution (the «Non- Recurring Fee»). The Non-Recurring Fee is based on the Solution selection made by the Customer in their Order Form.

11.5 Fees imposed By Other Suppliers

If an entity imposes fees on M82 in connection with the provisioning of the Solution to the Customer, such fees will be invoiced by M82 on a pass-through basis to the Customer.

11.6 Invoicing and Payment

The Recurring and Non-Recurring Fees are due from the order date. The Recurring Fee shall be charged at the beginning of each monthly and/or yearly period in advance. The Customer accepts that the invoicing frequency may be changed at any time by M82. Unless otherwise agreed in writing by the Parties all payment shall be made within seven (7) days following the date specified on the invoice (the “Payment Deadline”). Payment of the invoices shall be made at the head office of M82 and in euro (EUR). Any additional fee attached to the payment shall be at Customer’s expense. Foreign payments shall be carried out at the transferor’s expense (for example, foreign bank transfers shall bear the indication “our cost” or “OUR”). The net amount received by M82 shall be strictly equal to the price due by the Customer. Where the Customer authorizes payment of any of the Fees by credit and or debit card then M82 may deduct other amounts becoming payable to it under the Agreement from that credit or debit card without obtaining additional authorization from the Customer.

11.7. Payment Delay

Any invoice or amount not paid upon falling due shall be subject, without formal notice, to monthly interest charges amounting to 10 per cent (10%) of the unpaid amount, and aggregating until the outstanding amount is paid in full. Additionally, M82 shall be entitled without formal notice to (a) invoice administrative costs amounting to seventy-five euros (75 EUR) by overdue invoice and (b) suspend the Solutions and/or (c) terminate the Agreement. If the Customer’s account bares an unsettled invoice ten (10) days after its due date, said Account will be suspended. If a further invoice falls due during the suspension of the Customer’s account, then this will be added to outstanding balance owed by the Customer. If the Customer’s account bares an unsettled invoice twenty (20) days after the due date, said invoices may be passed onto a Debt Recovery Agency, where additional recovery charges and court cost may accrue. Without prejudice to any other of its rights and remedies, M82 will be entitled to remove the Customer’s data from M82 Equipment and/or put the Equipment to any use other than the Customer’s if any amount due under the Agreement is not paid within sixteen (16) days of its due date for payment. M82 is not required to back up such data or return the same to the Customer prior to any such removal or following termination of the Agreement.

11.8 Customer Responsibility for Payment

The Customer shall pay M82 for the Solutions at the applicable Recurring, Non-Recurring and potential usage rates and fees established from time to time by M82. The Solutions requested by the Customer in their Order Form shall identify the type and quantities of the Solution desired, the requested term of the Solution and such other information required by M82 to provision and invoice the Solution.

11.9 Invoicing Errors

M82’s obligation with respect to any errors resulting in the Customer overpayments for the Solution is limited to granting invoice credits equal to the amounts erroneously billed. Under no circumstance will any invoicing error affect the Customer’s obligation to pay for the Solutions rendered and used.

Article 12: Property Retention

Any product or Solution purchased by the Customer from M82 shall remain M82’s property until reception by M82 of the payment of the entire purchase price including all interests, costs and incidental expenses.

Article 13: Intellectual Property

The Customer acknowledges and agrees that they will not own nor acquire any rights under this Agreement in any Intellectual Property or related rights to the Solutions or created in performing the Solutions and that they will have no other rights in or to the Solutions other than the rights expressly granted by the Agreement.

Article 14: Term and termination effects

14.1 Term and Renewal

The initial term of the Solution shall be as set forth in the Order Form (“Initial Term”) and shall begin on the Solution Start Date. If neither the Customer nor M82 cancels or terminates the Agreement before the end of the Initial Term or any Renewal Term, the Agreement, unless otherwise provided in the Order Form, shall automatically renew for an identical term pursuant to the rates, terms and conditions contained in the Agreement. If the Customer notifies M82 of its intent to terminate the Agreement, the actual termination of the Agreement will not occur until at least thirty (30) days after receipt of the Customer’s notification. If the Customer has chosen to subscribe to the Solution for a minimum term or for a minimum committed usage amount, and the Customer terminates the Agreement before the end of the Initial Term or any Renewal Term before satisfying the minimum, or if the Agreement is terminated by M82 for cause, the Customer shall be subject to an applicable early-termination fee or committed usage amount shortfall fee amounting at least to the sum of the Recurring Fees to be paid until the anniversary date of the current Term. If the Term of the Agreement is monthly, either party may terminate the Agreement by providing the other party with written notice of termination at least ten (10) days prior to the intended termination date.

14.2 Termination

This Agreement may be terminated or cancelled at any time by:
– The Customer as provided in Article 14.1; or
– M82 in the event of late payment by the Customer as foreseen in Article 11 here above; or
– M82, at any time, without notice, if, in M82’s sole and absolute discretion and/or judgment, the Customer is in violation of any term or condition of this Agreement and related agreements, or Customer’s use of the Solutions disrupts or, in M82’s sole and absolute discretion and/or judgment, could disrupt, M82’s business operations and/or;
– M82, by giving the Customer as much prior notice as reasonably practicable if the Solutions become prohibited by applicable law, or become impractical or unfeasible for any technical, Terms of Service or regulatory reason; or
– M82, immediately, if M82 determines that the Customer’s use of the Solutions violates any terms of the Agreement.

14.3 Termination effects

If the Customer terminates this Agreement, upon proper notice to M82, prior to the end of the Initial Term or any Renewal Term thereafter, the Customer shall be obligated to pay all Fees and charges for all Solutions for each period remaining in the then-current Term. Any cancellation request shall be effective thirty (30) days after receipt by M82, unless a later date is specified in such request. If M82 cancels this Agreement for cause, M82 may charge the Customer 100% of all charges for all Solutions for each period remaining in the then-current Term and M82 shall have the right to charge the Customer with an early-termination fee of a minimum of fifty euros (€ 50). For the avoidance of doubt, it is expressly understood by the Customer that no refund shall be granted for an early termination.

Article 15: M82 Responsibility – Indemnification (liability and warranty)

15.1 Direct and indirect damages

Even if advised of the possibility of losses or damages, M82 shall not be liable for any losses or damages resulting from its provisioning of the Solution to the Customer. By entering into the Agreement, the Customer manifests its acceptance of this limitation on direct damages as fair and reasonable.

15.2 Delays

M82 shall not be liable to the Customer for losses or damages resulting from its inability to provide the Solution or from any delay in meeting a scheduled Solution Start Date. If there is a delay in the Solution installation, the Customer’s exclusive remedy is set forth in the applicable Specific Terms and Conditions.

15.3 Services, equipment or systems of third parties

M82 shall not be liable for the unavailability, or deficient performance, of any services, equipment or systems used in connection with the provision of the Solutions that are under the control of the Customer or any third party, even if M82 have acted as the Customer’s agent in procuring such services, equipment or systems from third parties. The Customer’s rights with regard to the unavailability or deficient performance of such services, equipment or systems not provided by M82 shall be strictly as established by the supplying entity.

Article 16: Customer obligations – Notice of Claims and Problems

The Customer shall immediately notify M82 upon receipt of any information that might adversely affect M82, including, but not limited to, notices of any claims or proceedings that involve the Solution, and the Customer shall promptly notify M82 of any problem relating to the Solution or the Solution performance and reasonably cooperate with M82 in identifying the Solution problem.

Article 17: Customer notification and declaration

17.1 Compliance with laws and regulatory statutes currently in force

The Customer shall take every step necessary to ensure that their use of the Solution does not violate any law or regulatory statute currently enforceable in Luxembourg or elsewhere pertaining to public order, public security and public decency. Pursuant to Article 17 hereof, the Customer shall be solely responsible for any violations of such rules or laws. The Customer shall refrain from using the Solution for any illicit purpose. Pursuant to Article 17 hereof, the Customer shall assume sole responsibility for the consequences of any improper activities, which are beyond M82’s control from all standpoints including technical. M82 may suspend the Solution if the Customer uses or misuses the Solution in a manner that results, or could result, in degradations that adversely affect the Solution provided to the Customer or to other existing or prospective customers of M82. The Customer shall abide by any law or statutory regulation to which the Customer may be subject by virtue of the Customer’s use of the Solution. M82 may suspend the Solution if the Customer uses, or threatens to use the Solution for any unlawful purpose or otherwise violates the terms of the Agreement.

17.2 Terms and conditions pertaining to the use of Solutions in the information society

In using the Solution, the Customer shall abide by all applicable electronic commerce statutes, including in particular Luxembourg’s law of 14 April 2000 on electronic commerce, as well as European Community directives (irrespective of whether they have been transposed into national law) currently in force pertaining to electronic signatures, electronic commerce and protecting data privacy.

17.3 Third party rights

In realizing any operation relating to the Solution, the Customer shall not infringe the rights of others. Pursuant to Article 17 hereof, the Customer shall assume sole responsibility for the consequences of any infringement of third-party rights. Specifically, the Customer shall be solely responsible for its use of the Solution towards third parties, and shall bear sole responsibility for any infringements of, among others, personality rights, intellectual property rights, distinctive and pre-existing marks, commercial names, trade names or any copyright or industrial property rights. Hence, it shall be the sole responsibility of the Customer to conduct any research regarding the antecedents of any distinguishing marks, trade names and the like before placing an order, and more generally to ensure that their intended use of the Solution does not infringe any third-party rights.

17.4 Notification procedure

If a third-party lodge a claim against M82 relating to a Solution used by the Customer, M82 shall promptly notify the Customer about this claim at the address provided by the Customer and shall include with this notification a copy of the third-party claim. In all such instances such third party shall be informed of M82 notification to the Customer, keeping in mind that it does not fall within M82’s jurisdiction to prejudge the Customer’s or a third party’s rights in regard to the use of M82 Solution. M82 shall be entitled to charge the Customer for any action performed on the Customer’s behalf in connection with a third-party claim, insofar as the Customer fails to acknowledge receipt of the first M82 notification letter in regard to such claim, or if M82 finds it necessary to take action in regard to such claim (e.g. by sending a registered letter and making phone calls) on behalf of the Customer and the party submitting a request or claim.

Article 18: Intellectual Property

Each party acknowledges: (a) that any and all patents, registered and unregistered designs, copyrights, trademarks and all other intellectual property rights whatsoever, which are used in connection with the Solution shall remain the sole property of the entitled owner of such rights or its subcontractors; and (b) that it shall not be entitled to use the name, trademarks, trade names or other proprietary identifying marks or symbols of the other without its prior written consent.

Article 19: Personal Data

Personal data pertaining to the Customer will be stored in M82 files in a secure location, under its control. The Customer can exercise its right to access and correct such data by contacting M82 in writing. M82 shall not store such data any longer than is necessary for the efficient execution of the Agreement. The Customer expressly authorize M82 to process such data for purposes of running its customers database, to guaranty the transparency of the system if needed with regard to any applicable rule and to transmit such data in accordance with a legal obligation, a judicial or governmental request or a request from a duly competent regulatory or administrative authority.

Article 20: Waiver

Any delay or omission in the exercise of a right under the Agreement shall not be deemed a waiver of this right. A waiver of a right is only valid with written consent of the Party who waives that is signed by a duly authorized representative of this Party.

Article 21: Force Majeure

M82 shall not be responsible for any delay or non-performance resulting from any event of force majeure, as the latter is commonly defined by custom, law and the courts, or for any outage in any electrical grid, telecommunications or Internet system. Furthermore, are included in the list of force majeure events (non-exhaustive list) any circumstance over which M82 have no sole and direct control and any event that leads to economic imbalance for M82 preventing the continuity of the Agreement in the same conditions. If M82 fails to fulfil their contractual obligations due to a Force majeure event, M82 shall inform the Customer as soon as possible. The Solution shall be suspended from the appearance of the force majeure event until its disappearance.

Article 22: Survivability

The terms and conditions contained in the Agreement that, by their sense and context, are intended to survive the performances of the parties shall survive the completion of those performances and the Agreement’s termination. These include, without limitation, the making of payments due under the Agreement.

Article 23: Severability

Should any term or provision of this Agreement be declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

Article 24: Non-Agency

Nothing contained in this Agreement shall be construed as creating any agency, partnership or other form of joint enterprise between the Customer and M82.

Article 25: Assignment

The Customer may not assign this agreement, in whole or in part, without M82 written consent. Any attempt to assign this Agreement without such consent will be null and void and may result in this agreement being void.

Article 26: Non-exclusivity

Each party understands that this Agreement is non-exclusive. Without limiting the generality of the foregoing, the Customer acknowledges that nothing in this Agreement shall prevent or limit M82 from marketing and selling its Solutions, in whole or in part, directly or indirectly, to any prospective customers or from appointing representatives, resellers, distributors and other marketing agents, without liability to the Customer.

Article 27: Applicable law and jurisdiction

This Agreement is subject to Luxembourg Law, and any disputes will be resolved in the appropriate Luxembourg Court.

These terms were last modified on: 1st April 2023.