GENERAL CONDITIONS OF SALE OF SERVICES
1.1 These general conditions of sale of services (hereinafter "GTC") apply to the services of the company brightness, simplified joint-stock company with capital of 3.756.343,78 euros, RCS 582 131 264, Laval, 561 rue Saint Léonard, 53100 Mayenne, France (hereinafter “Luminess”) to any customer (hereinafter the “Client(s)”) for any order for services (hereinafter the “Services”).
1.2 The contract between Luminess and its Client is governed exclusively and in order of priority by:
- The special conditions expressed by Luminess in an estimate (hereinafter the “Offer”);
- These GTC and their Appendix 1 “Personal data appendix (hereinafter“ DCP appendix ”);
- Purchase order.
1.3 The acceptance of an Offer and / or the placing of an order by the Customer implies his express and unreserved acceptance of these T & Cs, which he acknowledges having read and understood.
1.4 The Customer may not oppose any general printed or handwritten clause that may appear on its own prospectuses, order forms, general conditions of purchase, catalogs and other documents.
2. ORDERING SERVICES
2.1 All orders must be formalized either by signing the Offer or by an Order Form in accordance with the Offer.
2.2 By accepting an Offer, the Customer acknowledges that the Services offered meet the needs as expressed to Luminess and that he has received all the information and advice determining his decision to contract.
3. LUMINESS OBLIGATIONS
3.1 Project management
In its capacity as project manager, Luminess is solely responsible for the means and resources it mobilizes to perform the Services in accordance with the Offer. However, in the event of the provision of Services incorporating themselves as elements of a system, Luminess will not be responsible for the project management of the complete project and will act as a mere supplier or subcontractor. Luminess is not responsible for compatibility with products or services for which it has not previously approved compatibility.
3.2 General obligations
Luminess is bound during the execution of the Services to a duty of advice, alert and warning. Luminess undertakes to take all possible care and to comply with the rules of the art for the performance of the Services entrusted to it.
3.3 Access to the Customer's environments and premises
In the event of access by Luminess to the Customer's premises or information systems, Luminess undertakes to comply with the Customer's procedures, subject to their prior communication.
3.4 LUMINESS Staff
Luminess is solely responsible for defining the types of personnel profiles required and assigned to the performance of the Services. The Luminess personnel assigned to the Services remain, in all circumstances, under the administrative control and under the hierarchical and disciplinary authority of Luminess, no transfer of authority being able to occur during the execution of the Services. Regardless of the duration and/or place of performance of the Services, Luminess staff may under no circumstances be legally assimilated to an employee of the Client or to temporary staff made available to it.
As an employer, Luminess ensures the administrative, accounting and social management of its employees. It takes care of compliance with labor legislation and the payment of social security contributions relating to its staff.
4. OBLIGATIONS OF THE CUSTOMER
4.1 The Client acknowledges that the quality of the Services provided by Luminess depends on the quality of execution by the Client of its obligations. The Customer undertakes in particular to:
- Express and define in a clear and exhaustive manner its needs, constraints, objectives, challenges and business specificities for each of the Services entrusted to Luminess in the Purchase Order;
- Make available to Luminess data, information and documentation that is clear, precise, exhaustive and free of viruses, malware and other malicious programs, within the time limits and formats required and mobilize the resources necessary for the performance of the Services, conditions essential to the good performance by Luminess of the Services;
- Assign to the execution of the Purchase Order, for the tasks incumbent on it, a sufficient staff, available and competent;
- Make available to Luminess all the means, including premises, facilities, computer and operating systems and software, necessary for the performance of the Services by Luminess;
- Respect the rules and procedures laid down, particularly in terms of data security;
- Validate the elements provided by Luminess so as not to delay the performance of the Services;
- Guarantee the rights to use intellectual works (texts, graphics, software, etc.) used and/or made available to Luminess in the context of the performance of the Services;
- Guarantee the access, rights and authorizations necessary for the performance of the Services by Luminess;
- Carry out the administrative formalities necessary for the use of files and data of which it is the owner, in particular personal data files.
4.2 The Customer undertakes not to obstruct any intervention by Luminess that proves necessary. In the event of necessary access by Luminess within the Customer's premises or networks, the latter undertakes to provide all the information necessary to comply with the internal regulations in force within its premises as well as all useful information. The Customer undertakes to make payment for the Services within the contractual deadlines. The Customer warrants to Luminess the proper functioning of the IT resources and infrastructure (cabling, power supply, etc.), necessary for the execution of the Purchase Order remaining at his expense. In the event of a delay in the implementation and/or execution of the Services and if this delay is attributable to the Client, or to an employee of the Client, in particular in the implementation of the tasks incumbent upon him, a manifest lack of collaboration, a failure to communicate the necessary information, Luminess reserves the right to claim compensation from the Customer corresponding in particular to:
- The downtime costs of the Luminess team in charge of the Services;
- The capital costs of IT resources implemented by Luminess.
The delay attributable to the Customer or to a third party engaged by the Customer, will exonerate Luminess from any liability in the event of delay in the performance of the Services for which it is responsible.
5. COMMON OBLIGATIONS
5.1 Cooperation and collaboration of the Parties
The Parties undertake to perform in good faith the obligations imposed on them by these T & Cs and any related Order Form. The Parties undertake to collaborate closely, actively and regularly in the performance of the Services and, as such, will communicate to each other any information, event or difficulty that may have an impact on the proper performance of the Services. Likewise, the Parties shall keep each other informed of any actions that they may be required to undertake and which would be useful for the achievement of common tasks.
5.2 Privileged interlocutors of the Parties
The Parties will each designate a privileged interlocutor, chosen from among their staff, having the knowledge and the ability to take the required operational decisions. Each Party will have the possibility of replacing its privileged interlocutor, provided that the replacement has equivalent skills and that the replacement is carried out without additional cost or discontinuity and does not affect the proper execution of the Purchase Order. The privileged interlocutor of each Party will be identified in the Order Form.
6.1 Time limits for the execution of the Services
The execution times for the Services ordered by the Customer are agreed by the Parties and provided for in the relevant Purchase Order (s). The Parties undertake to consult each other on the means to limit any possible delay and will establish a new schedule or allotment.
6.2 Phases of execution of the Services
The execution of the Services in successive phases will be specified in the Order Form.
6.3 Place of performance of the Services
The place (s) of performance of the Services will be agreed by the Parties and specified on the Order Form. Any change of place of execution will be liable to modify the financial conditions of the Offer.
6.4 Reception of Services
The Customer has a period of five (5) days from the delivery of the Services to notify Luminess of any non-compliance with the Offer. Otherwise, the Services will be deemed compliant. Any complaint must be notified by the Customer under the conditions provided for in article 13.6 “Notification” of these GCS. It must include at least the name of the Customer, the reference of the Purchase Order concerned and a description of the non-compliance noted. Any complaint notified by the Customer cannot have the effect of suspending payment by the latter for the Services concerned. If the defect and/or non-conformity is proven and recognized by Luminess as such, Luminess may decide, at its option, either to resume or have resumed the Service in question, at no cost to the Customer, or to reimburse the Customer in whole or in part. The Customer accepts that this replacement or reimbursement constitutes compensation for his entire damage. In any event, no replacement operation or refund will take place if the Services have been altered or rendered unusable by the Customer or a third party. 6.5 Changes to the Services
6.5.1 Modifications initiated by LUMINESS
Luminess reserves the right to modify certain ergonomic, aesthetic and/or functional specifications of the Services at any time, without affecting their main characteristics and subject to maintaining equivalent performance and quality. The means implemented by Luminess, as provided for in the Offer, may evolve in particular according to the evolution of the Customer's volume and support the necessary power increases during the duration of the Services. In any event, any proposed change will only be implemented once it has been the subject of a new Offer duly accepted by the Customer and a new Order Form. When a modification appears necessary to Luminess due to a discrepancy between reality and the initial assumptions taken into account for the performance of the Services, Luminess will notify the Client of the modification in writing. In the event that the Customer refuses the modification proposed by Luminess or in the event of its silence for five working days, Luminess will have the possibility of automatically terminating the Order Form concerned by registered letter with acknowledgment of receipt.
Termination will be effective upon receipt of the registered letter, the acknowledgment of receipt being authentic. The Customer will be liable for the amounts of the Services performed up to the day of termination. Luminess will not be liable for any compensation.
6.5.2 Modifications at the initiative of the Customer
Any request for modification of the Services, after the issuance of an Order Form, must be sent to Luminess in writing, specifying the nature and implications of the modification envisaged. Luminess will issue a new Bid in response. The Customer has a period of five working days to accept the new Offer. After this period, the new Offer will be considered as refused by the Customer and will become null and void. In the event of written acceptance of the new Offer within the aforementioned period, the agreed modification will be the subject of a new Purchase Order and the latter will replace the old one for the part of the scope that it modifies.
6.5.3 Consequences of changes
Luminess draws the attention of the Customer, who declares himself fully informed and accepts and assumes these risks as well as their possible financial consequences, on the fact that any request for modification during the project is likely to generate sometimes significant delays in relation to the schedule. originally agreed forecast.
In the event of termination of the contractual relationship, Luminess undertakes to return, or possibly destroy, at the Client's option, at the rate in effect at the time of the reversibility notification, at the latter's first request, under the conditions provided for. in article 13.6 “Notification” of these GCS, all the elements transmitted by the Customer (hereinafter the “Elements”). The Customer will actively cooperate with Luminess in order to facilitate the recovery of the Elements. During the reversibility phase, any service level commitments will be suspended. At the Customer's request, Luminess may perform additional technical assistance services for the Customer and/or the third party designated by him, in the context of reversibility, invoiced at the Luminess rate in force when the reversibility is notified and which may give rise to the establishment of a reversibility plan.
7. PERSONAL DATA
7.1 Legal framework
Any information relating to an identified or identifiable person, directly or indirectly, in particular by reference to an identification number, or to one or more specific elements concerning him, communicated to the Parties or made accessible to them within the framework of the performance of the Contract is considered to be personal data (hereinafter “Personal Data”).
As part of their contractual relations, the Parties undertake to comply with the legal and regulatory provisions applicable to the processing of Personal Data, in particular Law No. 78-17 of January 6, 1978, as amended relating to information technology, files and freedoms and European Regulation No. 2016/679 / EU of April 27, 2016 applicable since May 25, 2018 (hereinafter, “Legislation applicable to Personal Data”).
7.2 Personal Data collected for the management of the order The Personal Data collected by Luminess for the establishment of the Offer (surname, first name, date of birth, address, telephone, e-mail address, bank details, etc.) have been with the prior express agreement of the Customer and are recorded in his customer file and mainly used for the proper management of relations with the Customer and the processing of orders. They can also be used for the prevention of non-payment or commercial prospecting.
The Personal Data collected will be kept for as long as necessary during the processing of the order and the execution of the Contract and up to three years after the end of the commercial relationship, unless:
- A longer storage period is authorized or imposed by a legal or regulatory provision;
- The Customer has exercised, under the conditions provided below, one of the rights recognized by law (right of opposition or withdrawal).
Access to Personal Data is strictly limited to employees and agents of Luminess, authorized to process them by reason of their duties. The information collected may possibly be communicated to third parties bound to Luminess by contract for the execution of subcontracted tasks necessary for the management of the order, without the Customer's authorization being necessary. It is specified that, in the context of the performance of their services, third parties only have limited access to Personal Data and have a contractual obligation to use them in accordance with the provisions of the Legislation applicable to Personal Data. Apart from the cases set out above, Luminess undertakes not to sell, rent, assign or give access to third parties to Personal Data without the Customer's prior consent, unless forced to do so for a legitimate reason. (legal obligation, fight against fraud or abuse, exercise of the rights of defence, etc.).
Some of the recipients of the Personal Data collected may be located outside the European Union, in subsidiaries of the Luminess Group. The following safeguards have been taken to ensure a sufficient level of protection of personal data:
- The country of the recipient (s) offers an adequate level of protection by decision of the European Commission; or
- The recipient (s) adhere to the principles of the “Privacy Shield”; or
- The transfer is supervised, in accordance with the requirements of the Legislation applicable to Personal Data by:
- standard protection clauses adopted by the European Commission; or
- standard protection clauses adopted by the CNIL; or
- binding company rules validated by the CNIL; or
- a code of conduct approved by the CNIL; or
- certification issued by an approved certification body.
In accordance with the provisions of the Legislation applicable to Personal Data, any affected natural person belonging to the Customer's staff has the right to access, rectify, port and delete their data or even limit processing. It may also, for legitimate reasons, oppose the processing of data concerning it.
The person concerned may, subject to the production of a valid proof of identity, exercise their rights by contacting the Data Protection Officer (“DPO”) of Luminess at the following address: email@example.com. For any additional information or complaint, it can contact the Commission Nationale de l'Informatique et des Libertés (more information on www.cnil.fr). 7.3 Data collected for the performance of services
In the event that the Client entrusts Luminess with Services requiring the processing of Personal Data by Luminess, the terms and conditions of this processing will be governed by Annex 1 "Annex DCP" which must be completed by the Client prior to the execution benefits.
8. FINANCIAL CONDITIONS
8.1 Price of the Services
In return for (i) the performance of the Services, and where applicable (ii) the transfer to the Customer of the rights to the Deliverables, Luminess will receive the price defined in the relevant Purchase Order.
8.2 Terms of payment
The billing schedule for the Services is defined in the Order Form. Invoices are payable within 30 days of receipt by the Customer, by bank transfer.
In any case, all costs inherent in the payment of invoices remain the sole responsibility of the Customer.
In the event that one of the invoices is subject to a value added tax or any other tax calculated on turnover, the territoriality rules specific to this tax will apply. 8.3 Price revision
The prices of the Services indicated in the Purchase Order may be subject, each January 1, to a revision by Luminess according to the following formula:
P1 = P0 x (S1 / S0)
P1: revised price;
P0: original contract price;
S0: SYNTEC index known on the date of acceptance of the Offer; S1: last index published on the revision date.
8.4 Late payment
The Customer undertakes to pay the invoices in full. Payment of an invoice cannot be deferred even if it is the subject of a dispute duly substantiated by the Customer and communicated to Luminess under the conditions provided for in article 13.6 “Notification” of these GCS.
Any delay in payment automatically entails, after formal notice, unless the non-performance is definitive (in accordance with article 1231-5, al.5 of the Civil Code), the application of late payment penalties, the rate of which is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, in addition to a fixed indemnity of 40 (forty) euros for recovery costs. If a single invoice is not paid when due, Luminess may suspend the performance of the Services until full payment of the sums due by the Customer. The Parties expressly acknowledge that the suspension of the performance of the Services does not in any way entail a waiver of the right to invoke the provisions of article 11 "Termination" of these GCS, Luminess reserving the right to assert the said clause at any time, notwithstanding the payment of default interest and damages provided for by law.
9. INTELLECTUAL PROPERTY
9.1 Intellectual property rights on the elements of Luminess
9.1.1 Means, tools, inventions, methods
Luminess retains exclusive ownership of the pre-existing means, tools, inventions or methods, born or implemented during the performance of the Services, whether or not they are the subject of specific protection.
No right of use or other right is conferred on the Customer on the aforementioned elements.
The Customer acknowledges that Luminess is the sole holder of its know-how and other commercial secrets relating to the Services and all other information and prerogatives relating thereto, the possible communication of which to the Customer cannot in any case constitute any transfer of rights. It is expressly agreed between the Parties that Luminess will have the possibility of using the lessons learned from the Services entrusted to it and of carrying out developments of elements similar to those developed within the framework of the Services.
The software packages and other general or utility programs (compilers, routines, service or application programs) that may have been used to perform the Services remain the property of Luminess or a third-party publisher. Under these conditions, the Customer is responsible for obtaining the rights of use relating to these software packages and other programs, if applicable.
9.2 Intellectual property rights on the Client's elements The Client remains the owner of all the Elements (software, documents, data, information, files) that he transmits to Luminess within the framework of the Services. The Customer warrants to Luminess that it holds full rights to all Elements communicated and submitted to Luminess within the framework of the Services and that it has the necessary rights to authorize Luminess to use these Elements.
9.3 Assignment of Deliverables
Any development, configuration or documentation that Luminess may be required to carry out within the framework of the Services remains its property. Subject to the agreement of the Parties and the payment of all sums due by the Customer for the Services, Luminess may assign to the Customer specific developments and specific documentation as carried out for the Customer's needs and specifically agreed in writing in our Offer (hereinafter “Deliverables”) the following rights:
- Either a non-exclusive and non-transferable right of use of the Deliverables for the internal needs of the Customer;
- Either the rights of use, reproduction, modification, distribution, adaptation, translation and representation of the Deliverables in France, for the entire duration of the intellectual property rights attached to these Deliverables.
The fixed price of the right to use the Deliverables concessions will be included in the price of the Services.
In the event that Luminess uses or integrates software components subject to so-called "free" (or "open-source") software licenses, of which it is not the author and/or publisher, any rights granted to the Customer on said software would be governed by the provisions specific to them.
9.4 Eviction guarantee
9.4.1 Guarantee of eviction from the Client
Luminess guarantees the Customer against any action for infringement relating to the Deliverables that it provides to him under the Services and against any claim action brought by any third party on the grounds that all or part of the elements necessary for the performance of the Services would constitute an infringement. pre-existing intellectual property rights. As such, Luminess will bear all damages to which the Customer may be condemned by a court decision that has become final and based exclusively on the demonstration of a violation of intellectual property rights. This warranty is subject to the following express conditions: that the Customer has notified Luminess immediately; that Luminess has the direction of the defense and full freedom to compromise; that the Customer provides all the elements and information in its possession and the assistance necessary for Luminess to enable it to carry out its defense; and that the alleged infringement of intellectual property rights does not result from modifications made to the Deliverables by the Customer or a third party or from the use of another product in conjunction with such Deliverables.
Further, Luminess will not incur any liability if the alleged violation could have been avoided by the installation and use by Customer of an update of the Deliverables provided by Luminess.
In the event of a ban on the use of the Deliverables provided by Luminess, the latter will endeavor at its option and at its expense: either to obtain the right for the Client to continue using the infringing element; either to replace it with an element that is not the subject of an action for claim or infringement; or to modify the disputed element in such a way as to avoid the said violation.
Notwithstanding the provisions of this article, software components subject to so-called "free" (or "open-source") software licenses are excluded from any warranty by Luminess.
9.4.2 Luminess Eviction Guarantee
In the same way, the Customer guarantees Luminess against any action for infringement or action to claim pre-existing intellectual property rights brought by any third party and relating to all or part of the Elements communicated and delivered by him to Luminess within the framework of a Voucher. control.
10.1 Liability of Luminess
As part of its obligations, Luminess is bound by an obligation of means. Luminess can only be held liable for compensation for direct and immediate damage caused during the performance of the Services, within the limit of the value of the Service in question paid by the Customer and on the occasion of which the damage appeared. Under no circumstances can Luminess be held liable in the event of fault, negligence, omission or default by the Customer or a third party over whom Luminess has no power of control or supervision. Luminess cannot be held liable in the event of delay or damage resulting from the insufficiency or inaccuracy or illegality of the information and/or documentation and/or Elements provided by the Customer. If at any stage of the execution of the Services, the Customer refuses to take into account the recommendations, recommendations or warnings of Luminess, the latter will be released from all liability. Luminess will in no way be liable for indirect and/or consequential damages related to the Services. By indirect and/or immaterial damage, it should be understood in particular the loss of turnover, margins, profits, loss of orders, customers, exploitation, or even damage to the image of trademark and the action of third parties.
10.2 Responsibility of the Client
The Customer undertakes to comply with all the legal and regulatory requirements in force. As such, Luminess cannot be held liable for the fulfillment or non-fulfilment by the Customer of its legal obligations. In particular, the Customer is responsible for processing his Personal Data and is responsible for the formalities incumbent on him under the applicable regulations in force.
11.1 Termination for default
In the event of a serious or repeated breach by one of the Parties of an essential obligation not repaired within a period of thirty (30) days from the sending of a registered letter with acknowledgment of receipt notifying the breach in question and addressed by the other Party, the latter may terminate the order concerned as of right and without legal formality, without prejudice to any damages to which the latter may claim.
11.2 Termination for convenience
Each of the Parties may automatically terminate a Purchase Order by registered letter with acknowledgment of receipt sent to the other Party, for any reason whatsoever, with at least one month's notice.
11.3 Consequences of termination
In the event of termination, whatever the cause, the sums paid to Luminess hereunder shall remain acquired. Termination, whatever the cause, results in the immediate payment of sums remaining due for Services already performed by Luminess on the date of termination, whether or not they have been invoiced. The contractual stipulations which, by their nature, are intended to continue to apply, will survive the termination of the Services for any reason whatsoever. All information and their reproduction, all documents, materials, tools or other transmitted by a Party must be returned to it by the other Party immediately, on first request, and at the latest on the date of effective termination, whatever the the cause.
All information communicated by one of the Parties to the other Party in the context of the execution or the order of Services, of any nature whatsoever (financial, legal, technical, commercial), is considered confidential. either in tangible form or in intangible form (hereinafter “Confidential Information”). The Parties undertake to respect the confidentiality of Confidential Information and to use it within the limits of what is strictly necessary for the performance of the Services. Notwithstanding the foregoing, the receiving Party will not be liable to the disclosing Party for any Confidential Information of which the receiving Party can prove:
- That it has disclosed them after written authorization from the disclosing Party or that the disclosure has been made by the latter;
- That they fell into the public domain before or after their disclosure or were part of the state of the art at the time of their disclosure, provided, in both cases, that this is not the result of a violation an obligation of confidentiality;
- That they result from internal developments without the use of Confidential Information within the meaning of this article;
- That they were received from a third party without breach of an obligation of confidentiality towards the disclosing Party;
- Whether their disclosure has been imposed by the application of a mandatory legal or regulatory provision or by the application of a final court decision.
Each of the Parties undertakes to ensure that this confidentiality obligation is respected by all of its employees, collaborators and any subcontractors. The obligation of confidentiality is imposed on the Parties during the execution of the Services and for two (2) years from the completion of the Services.
No fact of tolerance by one of the Parties, whether permanently or temporarily, can constitute a waiver of the latter to avail itself of any of the stipulations hereof.
13.2 Partial invalidity
If one or more stipulations of the GTC are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, it (these) will be / have been deemed (s) unwritten (s) and the other stipulations will retain all their force and scope.
In the event of interpretation difficulties between any of the titles and the content of a clause it designates, the title will be declared non-existent and the content of the clause will prevail over the title.
13.4 Independence of the Parties
Acceptance of an Offer does not create between them any relationship of subordination, agency, association or de jure or de facto joint venture, each of the Parties retaining its independence and autonomy. No clause of the GTC may be interpreted as giving the other Party the power to direct the activities of the other Party and each Party remains fully and exclusively responsible for the control and supervision of its employees.
During the performance of the Services and for a period of six (6) months following their termination for any reason whatsoever, the Client is prohibited from directly or indirectly hiring any member of Luminess staff.
Any notification must be made in writing and will be validly made if it is addressed by hand, or sent by registered mail with acknowledgment of receipt to the attention of the representatives as mentioned in the Offer and / or the Order. Notifications made by carrier will be presumed to have been made on their date of delivery to the addressee, as evidenced by the delivery receipt. Notifications made by registered mail with acknowledgment of receipt will be presumed to have been made on the date of their first presentation to the recipient's address.
13.7 Convention of proof
The Parties agree to confer on e-mails and more generally on exchanges, transmissions, dispatches, including deliveries of electronic Deliverables, carried out between them, a probative value. Consequently, the computerized registers kept in the Luminess computer systems are considered as proof of the communications and transactions that have taken place between the Client and Luminess. The Customer also expressly acknowledges that all validations/acceptances made in computer or electronic format or medium have, between him and Luminess, the same value as an agreement and a handwritten signature. Thus, the Customer undertakes not to contest the admissibility, validity or probative force of the aforementioned elements, on the basis of any legal provision whatsoever, with the exception of provisions of public order.
For the sole purpose of promoting its activities, Luminess may mention the Client's name and logo as well as a brief description of the Services performed by Luminess on behalf of the Client, on a list of references, both for its internal communication needs and external.
13.9 Force Majeure
Neither Party shall be held liable vis-à-vis the other in the event of non-performance or delay in the performance of its obligations due to the occurrence of an event of force majeure. In this case, the obligations provided for hereunder will be suspended. If the event of force majeure should last more than thirty (30) consecutive days, each Party will have the option to terminate the Services early under the conditions provided for in Article 13.6 "Notification", without legal formalities, with effect immediate, without any compensation from either Party.
14. APPLICABLE LAW AND COMPETENT JURISDICTION
These T&Cs and all the Services performed pursuant to them by Luminess to the Customer will be governed by French law. In the event of a dispute, and after an attempt to find an amicable solution, express jurisdiction is assigned to the courts within the jurisdiction of the Court of Appeal of Paris notwithstanding plurality of defendants or warranty claim even for emergency procedures or conservatory procedures, in summary proceedings or by motion.
15.1 General compliance
The Client declares and warrants that it will comply with the legislation in force in the performance of the activities provided for in this Agreement, including the laws and regulations relating to taxation, exchange control and customs obligations, as well as any legislation , rule or regulation relating to the fight against corruption, competition law, the fight against money laundering, influence peddling or any other criminal provision in general, applicable to Luminess and/or the Client.
15.2 Export control compliance
Luminess will be entitled not to fulfill its obligations if a national, international regulation or other imperative constraint, relating to national or international trade, import or export, customs obligations, embargo measures or other sanction, opposed or contravened the validity or the performance of its obligations. If the Customer transfers or assigns the goods provided by Luminess (hardware, software and/or technology as well as the corresponding documentation, regardless of the mode of supply) or the services provided by Luminess (including any kind of technical assistance) to a third party, the Customer undertakes to observe the national and international regulations in force with regard to the control of exports, or re-exports. In such a case, the Customer will comply with the regulations relating to the control of exports, or re-exports of France, the European Union and the United States. The Customer must, upon request from Luminess, provide it as soon as possible with all information relating to the end customer, the final destination and the end use of the goods and services provided by Luminess, as well as the existing restrictions on the export to allow authorities or Luminess to perform export control checks.