V-Chain S.A. (hereafter “V-Chain”) shall carry out the services defined in the proposal in accordance with the following contractual principles:

1. The acceptance of the order irrevocably entails acceptance of these terms and conditions. The Client waives the right to apply the provisions stipulated in its own documents in any form whatsoever. Any reservation by the Client in this respect shall be deemed null and void, even if its own documents stipulate otherwise. Any provision not stipulated in these terms and conditions must be subject to an express agreement. The agreement is constituted, in decreasing order of priority, by: (1) the proposal and (2) these terms and conditions.
2. The purpose of the agreement is the provision of IT consulting or integration services, at the request of the Client and within the framework of a project managed by the latter.
3. In principle, V-Chain’s assignment does not require intervention on the source-codes of the software packages or third party software, as a result of both legal and practical difficulties (upgrades, releases etc..) which may result there from. If, as an exception to this principle, the Client project requires intervention on said source-codes, the latter will be carried out exclusively by the third party intellectual property rights holders. In this case, the Client undertakes to produce the authorisations required by V-Chain in order to carry out its services. V-Chain cannot be held liable for the non performance of its contractual obligations resulting from the Client’s failure to produce the required authorisation in due time and the Client guarantees V-Chain against any claims from third parties arising out of the use by V-Chain of any software or other element provided to V-Chain by the Client within the framework of the performance of the agreement.
4. In order to carry out the services that are entrusted to V-Chain and taking into account the level of complexity of the services, V-Chain shall put in place the appropriate organisation that it considers necessary and with the qualification and skills defined in the proposal. If the Client wishes to extend the services, it must inform V-Chain thereof at least one month before the end of the services. This extension will be subject to a new agreement.
5. The Client is the Project owner and is accountable for the services. In this respect, a dedicated Client contact is designated in the proposal or at the beginning of the services. This contact will be in charge of the project.
   A V-Chain contact, in charge of clientele, will also be appointed.
6. The contact person appointed by the Client must have project management skills and ensure technical authority for the services provided by V-Chain. He must take any decision required by the situation relating to suggestions presented by V-Chain.
7. The Client must inform V-Chain, without any ambiguity, of its general, technical, functional and organisational decisions and generally speaking its observations of any kind. The Client must also provide V-Chain with all information and documents described in the proposal and that are useful for the proper performance of the services. The Client undertakes to put in place the necessary safety measures, in particular by making appropriate back-ups and copies, in order to avoid any damages resulting from incidents involving the Client’s files, data, electronic media, documents and/or any other element used or supplied within the framework of the services.
8. In its capacity as employer, V-Chain is responsible for the administrative, accounting and social management of its employees. In this respect, V-Chain may request its personnel to comply with its obligations related to labour regulations (election of personnel representatives, union duties, etc…) or when the normal performance of their employment contracts requires it, that the V-Chain employees be present at the company premises (for example: training, participating in the company’s social life).
9. The services are carried out at the premises indicated in the proposal. Any modification, even partial, of the place of services is subject to written agreement of both parties, including applicable travel conditions as well as any associate expenses due to this modification.
10. The prices that the Client undertakes to pay V-Chain for the services under this agreement are defined in the proposal in consideration of the scope of the services, the timetable and the assumptions indicated in the proposal. In the event of any modification of these elements that is not due to V-Chain, the prices must be adjusted accordingly. The related expenses will be invoiced separately as described in the proposal.
11. The prices for the services are expressed in Euros before tax. The Client shall be responsible for complying with the obligations relating to all taxes due by one of the Parties in relation to the services carried out by V-Chain or to the amounts paid for these services.
12. The price of the services will be revised annually, on the anniversary date of the agreement, using the following formula: P= Po x S/So with P = Revised price of the service, Po = initial price of the service, S = last SYNTEC index known on the date of the revision, So = last SYNTEC index known on the date of the agreement.
13. The prices and related expenses will be invoiced monthly taking into account the services effectively carried out and the means implemented, on a daily fixed price basis. For each intervention day, a minimum half day will be invoiced.Invoices are payable within thirty days of the invoice date. In the event of late payment, the default interest rate will be the last ECB refinancing rate increased by 8 % as well as a fixed collection fee of 40 euros, without any prior formal notice being necessary.
14. Furthermore, any unpaid invoice may be subject to formal notice by registered letter with acknowledgement of receipt. If it has produced no effect after eight days, V-Chain reserves the right to suspend the performance of the services until payment of the invoices, without this suspension being considered as a termination of the agreement due to V-Chain, and notwithstanding any damages that V-Chain may claim for non payment and any resulting losses. The invoices are in Euros for payment in Euros.
15. By Deliverable, we mean the elements that V-Chain produces and provides to the Client as part of its services.

By Specific Development we mean any computer program, parameter, electronic medium, document or any element used for the migration of data and/or any other element protected by copyright that V-Chain develops specifically for the Client and provides to it as part of the services. These Developments do not include standard software belonging to editors which are subject to the terms and conditions of their own licences and/or the developments made on the so-called ‘”Free” software, nor pre-existing
V-Chain elements.

16. Unless otherwise specified in the proposal, the Deliverables are considered to be accepted by the Client upon their delivery by V-Chain, given that the subsequent use of the Deliverables is under the sole responsibility of the Client.
17. V-Chain makes no commitment as to whether or not the general or specific objectives sought by the Client are met within the framework of the services.
18. The intellectual property rights (right of reproduction and representation on all material and immaterial media) attached to the specific Deliverables produced by V-Chain are transferred to the Client, for the legal protection period of the rights concerned, for the entire world and upon full payment of the services.
19. The licences for the third party software and software packages which the Client may ask V-Chain to supply are provided in accordance with the standard conditions proposed by the editors in question. Upon delivery of software/software packages, the Client signs the software editor’s licence. It is up to the Client to respect the provisions of the licence agreements for said software/software packages; furthermore, the Client is the direct beneficiary of the editor warranties and maintenance.
20. The ownership of any equipment which the Client may ask V-Chain to supply is transferred upon signature of the delivery slip and subject to full payment of said equipment according to the standard conditions of the manufacturers concerned. Furthermore, the Client is the direct beneficiary of the editor warranties and maintenance.
21. The Client grants V-Chain a non exclusive world-wide licence, free of charge and irrevocable, enabling it to use, licence or transfer the rights to use, distribute, execute, reproduce, display, translate, market, publish, broadcast, edit, exploit using any means, and modify the Specific Developments and any derivative works after removal of the Client’s Confidential Information, by any means and free of charge or for valuable consideration, including the right to authorise third parties to do the same.
22. Each Party retains ownership of its own tools, methods and know-how, even if they are improved or modified during the services.
23. V-Chain undertakes to indemnify and hold the Client harmless against all action or claims by third parties on the grounds that the Deliverables infringe copyrights or any other intellectual property right belonging to a third party. The indemnification of the Client by V-Chain is subject to the following conditions: (i) That the Client informs V-Chain as soon as it becomes aware of the claim, (ii) That the Client provides V-Chain with all the documents and information in its possession as well as any assistance required that could be necessary for its defence, and (iii) That the Client gives V-Chain full control of the resulting settlement and/or legal action, unless otherwise agreed between the Parties and to the exclusion of any action brought before the criminal courts. V-Chain will then bear the reasonable costs and damages that the Client is ordered to pay by any irrevocable court decision. V-Chain bears no liability in the event of the modification of the Deliverables by the Client or a third party, in the event of a combination of the Deliverables with third party elements or the use of a version of the Deliverables other than the version expressly modified by
    V-Chain in order to avoid infringement issues and more generally any infringement of third party rights. This paragraph establishes the full extent of liability in relation to the V-Chain warranty.
24. The agreement comes into effect on the date of the proposal and at the latest on the start date of the services indicated in the order and runs until the completion of the services indicated in the proposal.
25. Each Party may terminate the agreement in the event of a material breach (“faute grave”) by the other Party notified by registered letter with acknowledgement of receipt and not remedied within 30 days of receipt of said notification letter.
26. The Client undertakes to respect the strictest confidentiality with regard to the methods, tools, approach, standards and know-how of V-Chain to which it may have access within the framework of the performance of the services.
27. Should V-Chain be held liable in any respect, V-Chain’s aggregate liability for proven direct damages caused by V-Chain cannot exceed the amount of the services effectively paid by the Client under this agreement. Should any file, data, program, etc. or any other document be entrusted to V-Chain by the Client, it is up to the latter to take all necessary measures to protect itself against the risk of loss or damages by keeping a copy of all data and elements provided to V-Chain. By express agreement, V-Chain cannot be held liable for damages to or loss of Client data. Furthermore, it is agreed that consequential damages as well as commercial disturbances, such as loss of profits, loss of orders, damage to brand or image incurred by the Client or any action brought against the Client by a third party, except for  infringement, shall not give rise to indemnification.
28. Furthermore, as regards software subject to so-called “free” software licences for which V-Chain is not the creator and/or editor and which could be used or integrated in the Specific Developments, V-Chain cannot be held liable, for any reason whatsoever, for any direct and/or indirect damages caused either by said “free” Software or components.
29. If, for the needs of the services, V-Chain is required to work together with third parties (excluding V-Chain’s subcontractors) this collaboration shall not in any case be interpreted as a contractual relationship nor create any joint and several liability between V-Chain and said third parties.
30. V-Chain and the Client are covered by a professional insurance policy guaranteeing the consequences of their civil liability. The V-Chain policy covers the losses caused to the Client by a factor exclusively due to a member of V-Chain, not covered by any policy of the Client or of the owner of the materials used. The Client policy covers the losses to members of V-Chain that are caused by the Client.
31. Each Party undertakes not to hire any key members of the other party’s personnel who took part in the provision of the services, throughout the duration of the services and for a period of six months following the end of the services. If not, it undertakes to compensate the other Party by paying an indemnity equal to six months’ gross remuneration for the employee concerned. This indemnity does not apply to the hiring of former employees of the Parties who ceased to work for the company more than two months prior to the solicitation or hiring proposal by the other Party. This clause does not apply in the event of the hiring of an employee who has been made redundant.
32. The Client, as data controller, must ensure compliance with applicable regulations and in particular with the data protection law and regulations, in particular those under the law of the 2^nd of August 2002, in connection with data processing operations involving personal data transmitted to V-Chain as part of the performance of the services.
33. V-Chain reserves the right to subcontract all or part of the services without the prior, written agreement of the Client.
34. V-Chain will be released from its obligations if a force majeure event, outside the will of V-Chain, occurs without any fault or negligence on the part of
    V-Chain and which cannot reasonably have been foreseen or prevented by reasonable measures, such as fortuitous events or acts of a public enemy, civil war, insurrection or riots, acts of war, government acts, acts of terrorism, fires, floods, storms, explosions, earthquakes, epidemics, strikes, labour conflicts or any similar event.
35. The Parties have agreed that in application of article 1322-2 of the Luxembourg civil code, the establishment and the transmission of the proposal between the Parties by e-mail materialises the agreement of the Parties regarding the execution of the services and enables the beginning of the services.
36. This agreement is governed by Luxembourg law. Should a dispute arise between the Parties relating to this agreement, the Parties shall meet as rapidly as possible to seek an amicable solution. If the Parties fail to reach an amicable solution, jurisdiction is attributed to the Courts of Luxembourg-City, notwithstanding the plurality of defendants or the introduction of third parties.