Terms and conditions

This contract shall be exclusively regulated by Luxembourgish Law. Any dispute relating to its interpretation, enforcement and termination shall be under the exclusive jurisdiction of the courts of Luxembourg.

Terms and conditions

These terms and conditions shall be applied to all agreements reached between CLÉO MONDE SA or its branches and its customers/clients, and shall also regulate their business transactions in general. If necessary, they shall be completed by specific conditions.

Sales terms and conditions

Article 1

These Terms and Conditions shall be applied to all agreements reached between CLÉO MONDE SA or its branches and its customers/clients (subsequently referred to as “the Customer”), and also regulate their business transactions in general. If necessary, they shall be completed by specific conditions.

Our Terms and Conditions shall be modified only by an explicit written agreement between the two parties. They shall be deemed accepted by the Client by the mere fact of making an order, even when they may contradict the Client’s own terms and conditions and specific conditions. Only a written approval shall bind us to the Customer’s Terms and Conditions. Our agreement shall in no case be presumed from the fact that we have accepted the contract without objecting to the provisions relating to the Customer’s Terms and Conditions or other similar documents.

Article 2

Prior to the execution of the agreement, the Customer shall seek all necessary advice and shall make sure that the hardware, software or services that he aims at ordering meet his needs and expectations. We shall in no way be responsible for the Customer’s wrong choice or poor assessment of our products.

Article 3

The Customer shall be bound to any order. The Customer’s colleagues, sales officers, agents or brokers shall be irrefutably presumed to have received authority from the said Customer to deal with us. Any order whose invoice is sent to a third party upon request from the Customer causes the latter and the third party to be both responsible for the observation of all the obligations provided by these Terms and Conditions.

Our employees, sales officers, agents and brokers shall have no power to bind us. The offers, purchase orders and order confirmation signed by them shall bind us only after their written ratification by an administrator or director having the authority to do so, except when the deals have been subject to an initial service delivery or product shipment. We shall reserve the right either to cancel an order which has not been subject to such a ratification or to ratify the order at any time.

Article 4

The figures found on our prices, offers and order confirmation are purely informative and can be modified by us without notice, as long as the contract has not been entered into.

In case the price of the products or services delivered to a third party has increased after the signing of the contract, we shall have the right to apply this increase to the contract price through a notification sent to the Customer by registered mail. This increase shall be deemed accepted by the Customer five working days after sending the notification, except if he objects to it by registered mail sent before the indicated deadline. If the client does not agree to the increase, we shall have the right to terminate unilaterally the contract through a simple notification sent by registered mail, without any compensation.

Article 5

We shall be bound only to the delivery of products and services explicitly specified in the order confirmation or signed contract. All other products and services shall be charged to the Customer at the rates in force, available on request.

Service delivery shall only entail an obligation to best-effort on our part, thus explicitly excluding all quality service requirements.

The duration of service delivery contracts shall be determined in specific conditions. If no written notification is sent within the deadline provided by specific conditions, the contracts shall be tacitly renewed.

Article 6

Deadlines are merely informative and are not required to be strictly met, except when a written agreement is signed for that purpose. A delayed delivery shall in no way lead to the cancellation of an order or to the payment of a compensation, except in cases of willful misconduct on our part.

We shall explicitly reserve the right to carry out as many partial deliveries as the number of partial sales. Such a delivery shall by no means justify the refusal to pay for the delivered products.

Whenever circumstances make it impossible to deliver a service or product, for instance in all situations of force majeure such as strikes, lockouts, accidents, bad weather, embargos, import and export prohibition, discontinuing production or delivery by the supplier, etc.-, we shall explicitly reserve the right to deliver products equivalent to those found in the order, or to terminate the agreement that binds us to the Customer, al the above without any compensation.

Article 7

If the delivered products are damaged or incomplete, or in case of faults or any failure to meet standards, the Customer shall be entitled to reject the products or to accept them only under certain conditions expressed in writing. Any claim relating to delivered products shall get to us in writing within five working days following product delivery, and shall always refer to the shipping notification number. After that deadline, we shall assume the product has been accepted by the Customer, and no claim shall be taken into account. No product return shall be allowed without our prior written approval. Only products in good condition and in their original packaging shall be returned.

Any claim relating to delivered services shall get to us in writing within five working days following the service delivery date. After that deadline, we shall assume the service has been accepted by the Client, and no claim shall be taken into account.

Article 8

The right to terminate a contract as provided by Article 1794 of the Civil Code shall not be applied to our contracts.

Any advance payments made by the Customer shall be part of the contract’s total cost. They mark the beginning of the contract execution, and are not mere deposits whose abandonment entitles the Clients not to fulfill their obligations.

Any invoices that are not paid directly on our website can be paid in cash and without discount at our head office. Notwithstanding article 10, the delivered products shall remain our property until full payment of the main amount and other secondary charges. As long as the above payment is not fully made, the Customer explicitly agrees not to make use of the delivered products, or to transfer their property to a third party, to pledge them or to use them for any other purpose. If necessary, the above provision shall be reiterated before any delivery. Furthermore, the Customer shall undertake to notify us by registered mail as soon as a product is seized by a third party.

Any claim relating to an invoice, other than those provided in article 7, shall be sent to us by registered mail within five working days after receiving the invoice, which is supposed to be carried out three working days after the invoice’s issue date. After this deadline, no claim shall be allowed. A claim shall by no means justify a payment suspension.

In case of failure to pay the whole invoice or part of it, the remaining amount to pay shall be increased automatically and without prior notification by 12% per year, with the debt increasing every month. Moreover, any invoice which is not paid before its deadline shall automatically and without prior notification lead to the payment of a fixed compensation of 15%, with EUR 125,00 being the minimum amount to pay. Finally, failure to pay an invoice before its deadline, the rejection of a product, any request for judicial or private settlement of disputes or request for payment suspension, or any other situation that may entail the Customer’s insolvency shall automatically and without prior notice lead to the termination of the provisions of all opened invoices. Moreover, these situations shall give us the right to suspend all our obligations without further ado and to terminate all or part of the current contracts with a mere notification send by registered mail and without paying any compensation.

Article 9

Warranty related to the products we sell shall be limited to that provided by the manufacturer. Prior to entering into a contract with us, the Customer shall look for information about the warranty, and when needed, about any warranty extension program specially agreed upon. Warranty shall not cover damages related to failures or defects in the hardware of software, electrical and technological environments. It shall not cover non-expendable materials or the normal deterioration of parts. The addition or connection of devices or equipment not found in the contract or the modification of products we delivered without prior written approval from us, as well as all cases of force majeure or decisions from competent authorities shall not be covered by the warranty either.

In all cases, warranty shall be limited to repairing or simply replacing the faulty products- the choice between repair and replacement being at our discretion-, explicitly excluding any compensation to the Customer or a third party, except in cases of willful misconduct on our part. The Client shall bear telecom costs.

We do not in any way guarantee the ability of a hardware or software device to solve all specific problems related to the Client’s activity. Furthermore, any unknown defects which may affect the software devices shall not be covered by warranty. Granting warranty is done under the premise that the delivered products shall be used responsibly, in accordance with the offer terms and conditions or the normal recommendations found in catalogs, leaflets or manuals available to the Client.

The Client shall undertake to keep the software devices delivered to him at their best state, knowing that he shall be bear the expense of new versions.

Article 10

Software delivered shall remain the manufacturer’s exclusive property. We shall only grant the Customer non-exclusive licenses allowing the use of a software program on a single device at a time (or more depending on the type of license purchased).

The Customer shall be bound to fully respect the confidentiality of the delivered software. He shall not, in any way whatsoever, make a different use of his licenses, to pledge them, transfer them or lend them for free or profit. He shall refrain from counterfeiting the delivered software and abstain from allowing their counterfeiting, or encouraging the latter in one way or another.

Article 11

We shall by no means (contractually or extra contractually) be held responsible for damage to persons or property other than the delivered products or products that part of our service delivery. We shall not be obliged to any compensation to the Customer or a third party for indirect damage, unless it results from a willful misconduct on our part. Indirect damage includes any data loss or deterioration, profit or customer loss, etc. It shall therefore be the responsibility of the Customers to make - and in any event, before any technical intervention – regular backup copies of their operating systems, applications and data.

In any case, if our responsibility for product damage is clearly established, the amount of total compensation which we may be required to pay shall not exceed the price before taxes of delivered product or equipment directly damaged by our service delivery.

No legal action of the Customer, for any reason whatsoever, shall be carried out against us

Article 12

All the licenses sold online (by downloading) shall be bought and paid by the “final customer” and cannot, under any circumstances, be sold through a broker, individual or company.

Only authorized dealers by Cléo Monde S.A. shall proceed with the resale of licenses distributed by Cléo Monde S.A.

Article 13

The invalidity of any provision or part of a provision of these Terms and Conditions shall not affect other provisions or parts of them, and the invalidated provision or part of provision shall as far as possible be replaced by a valid provision of similar effect.