GENERAL TERMS AND CONDITIONS
These general terms and conditions (the TERMS) govern the relationship between iSupport – a service by Bliss s.à r.l. , 39, rue de Bonnevoie L-1260 Luxembourg (WE or US), and the natural or legal persons referred to in the annexed SPECIFIC TERMS (YOU; in the TERMS, “YOU” also refers to YOUR relatives or employees and generally any individual who will use the SERVICES).
The TERMS, SPECIFIC TERMS and their ANNEXES are together referred to as the CONTRACT.
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1. SERVICES
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1.1 Provision. WE will provide the SERVICES as detailed in the CONTRACT as well as the relevant operating procedures (as WE may publish on OUR website from
time to time) and according to the TERMS.
1.2 Licenses. Certain SERVICES include the right for YOU to use software, databases or other items protected by OUR or third-party intellectual property rights.
Except where the CONTRACTS set out otherwise:
a. For licensed items owned by US: WE grant YOU a limited, non-exclusive, non-sublicensable, chargeable (unless stated otherwise in OUR tariffs) license
to use such items for the duration of the SERVICE.
b. For third-party owned licensed items: the use of such licensed items is subject to YOUR acceptance of and adherence to related third-party license
terms, attached to or linked from the CONTRACT or available to YOU when installing or using the SERVICE. Said license terms may be subject to change
(in which case updates will be communicated or made available to YOU for YOUR acceptance) or may be discontinued (in which case the SERVICE will
be terminated without compensation) at any time at their owner’s discretion.
c. In any case, YOUR use of concerned SERVICES is subject to YOUR compliance with license terms, and such license will be revoked without further com-
pensation in case of breach.
d. Save if provided otherwise in the CONTRACT, WE do not make any commitment to provide maintenance, upgrades, updates or technical support for
licensed items.
1.3 Security. Security is key so WE may take at any time all measures necessary for security reason and that may cause suspension, unavailability or alteration of
the SERVICES, which will not be regarded as a breach of contract.
1.4 Credentials, authority.
a. Access to or use of certain SERVICES necessitates the use of credentials. YOU must ensure that YOU (and all users) (a) keep their credentials strictly
confidential and do not share them with others, (b) NOTIFY US immediately any lost, stolen or compromised credentials (c) are solely liable for actions
made using YOUR credentials.
b. YOU hereby (i) confirm that YOUR users have full authority to provide orders or instructions in YOUR name, (ii) take full responsibility for YOUR users’
actions or omissions, and (iii) agree to indemnify US in the event of a third-party claim linked to YOUR users’ actions or omissions.
1.5 Delivery conditions, contractors. SERVICES are or may be provided on a cloud, shared-services, central delivery model. YOU hereby accept associated risks, in
particular that unexpected or sudden increase OUR other clients’ transactions volume may impact on the quality or availability (not security) of the SERVICES.
WE may suspend, block or slow down a SERVICE or YOUR access thereto in the event of an abusive use by YOU.
1.6 Amendments. The CONTRACT may be amended:
a. by YOU if YOU (or YOUR users) order new or additional SERVICES or an increase in quantity of existing SERVICES; such orders will be evidenced by email
exchange (at the address mentioned in the SPECIFIC TERMS, a NOTICE), through the SERVICES’ portal (as available) or other means agreed between
the parties, and the CONTRACT will be deemed to be amended as necessary to adapt to such orders, with effect at the date and hour of such order (if
accepted by US); or
b. by US unilaterally, if YOUR use of SERVICES exceeds initially agreed conditions: WE will generate a NOTICE including changes to the CONTRACT that are
necessary to adapt to such situation; such changes will be effective 1 (one) calendar month after the date and hour mentioned thereon; or
c. for any other change, by US unilaterally, subject to a NOTICE sent to YOU at least 1 (one) calendar month before its entry into force, notwithstanding
YOUR right to terminate the CONTRACT or relevant SERVICE.
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2. OBLIGATIONS
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2.1 YOUR OBLIGATIONS. YOUR obligations include:
a. determining in YOUR sole discretion whether SERVICES (and relevant options, as the case may be), as detailed in the CONTRACT, OUR operating pro-
cedures and relevant materials on OUR website are appropriate with respect to YOUR technical, legal or business needs or constraints, in particular in
terms of characteristics, features (including security features, depending on sensitivity of the concerned activity and data) and limitations inherent to
the SERVICES; being understood that WE have complied with OUR obligation to inform and advise YOU by providing the above information and gen-
erally all information exchanged prior to the CONTRACT; YOU have identified and are aware of potential residual risks and hereby declares accepting
them;
b. appointing a sufficiently skilled and trained, management-level user with ability and authority to discuss CONTRACT and SERVICE management issues
with US;
c. implementing, maintaining and using at all times and upgrading as necessary a technical infrastructure that (i) is compatible with, adapted and
sufficient for the SERVICES, (ii) is sufficiently secured through access restriction, antivirus and other appropriate measures, and (iii) does not contain
malicious code or similar threats that could damage OUR infrastructure or third parties’ property;
d. where the nature of the SERVICES requires so (development in particular), reviewing drafts, conducting tests on deliverables and generally cooperating
with US in order to facilitate the SERVICES’ satisfactory delivery, and communicating to US in a timely fashion all necessary or useful information, access-
es, materials and documents; and
e. paying fees as per OUR tariffs.
2.2 OUR OBLIGATIONS. OUR obligations include
a. delivering the SERVICES in accordance with professional standards and in a workmanlike manner, on a best effort basis;
b. keeping confidential YOUR data, information and other property entrusted to us (YOUR PROPERTY) by (i) applying the measures, attention and efforts
detailed in the CONTRACT, OUR website or operating procedures, (ii) treating YOUR PROPERTY as WE protect OUR own confidential information; YOU
are liable for informing us through a NOTICE if YOUR PROPERTY includes sensitive, legally protected or critical data;
c. complying with personal data laws (in capacity as processors) to the extent YOU have informed us in writing that YOUR PROPERTY includes such per-
sonal data; in such case, the DATA PROCESSING ANNEX must be used.
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3. FEES
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3.1 Amount. Fees will be calculated based on YOUR use of the SERVICES as per OUR tariffs (as available on OUR website) or any other model mentioned in OUR
tariffs. Unless mentioned otherwise in the CONTRACT, WE will send invoices to YOU through a NOTICE on a monthly basis. YOU will pay invoices immediately
at receipt (or otherwise as mentioned in relevant invoices).
3.2 Expenses. YOU will reimburse US for all reasonable and necessary travel and accommodation expenses incurred by US (OUR staff and contractors) whilst
performing the SERVICES. WE will submit supporting expense documentation and receipts to YOU.
3.3 Change. WE may amend OUR tariffs at any time by sending a NOTICE to YOU, at least 1 (one) calendar month before the entry into force of new tariffs, not-
withstanding YOUR right to terminate the CONTRACT or relevant SERVICE.
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4. LIABILITY
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4.1 Limitation. SERVICES are provided “as is” and as described on the CONTRACT or OUR website. WE are only liable for performing SERVICES in compliance with
the CONTRACT and operating procedures (as published on OUR website from time to time). WE do not make any representations as to the SERVICES’ fitness
or merchantability for a particular purpose and will not accept any liability arising out of events that are not caused directly by US. Save as mentioned oth-
erwise in the CONTRACT, neither party shall be liable to the other for indirect damages or consequential losses, including lost profits, and damage, through
business inactivity or claims from third parties.
4.2 Capped liability. In any case, OUR maximum aggregate liability for damages caused by OUR material breach of the CONTRACT (including any loss or alter-
ation of YOUR data or property) is strictly limited to amounts effectively paid by YOU to US for the corresponding SERVICE during the calendar year preceding
the damage’s first occurrence. Right to initiate a claim or proceedings for damages expires 1 (one) calendar year after the damage’s first occurrence.
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5. GENERAL PROVISIONS
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5.1 Duration. Save if provided otherwise in the CONTRACT, the CONTRACT is concluded for an indefinite period of time.
5.2 Termination. Any party may terminate a particular SERVICE or the CONTRACT at any time, with or without cause, without recourse to the courts (‘de plein
droit’) by sending a NOTICE to the other party at least 1 (one) month in advance.
5.3 Consequences of termination. Immediately upon effective termination of an individual SERVICE or the CONTRACT,
a. YOU must discontinue immediately using the SERVICE(S), and WE will be entitled to suspend YOUR credentials and accesses to the SERVICE(S),
b. if applicable, WE will return YOUR PROPERTY to YOU, if YOU have made such request through a NOTICE to CLIENT a copy of the YOUR PROPERTY held
by US at effective termination date, in a readable format, except if the parties agree otherwise in writing,
c. one (1) calendar month of the effective termination date; YOU authorise US to delete and destroy any item of YOUR PROPERTY that YOU have not
claimed (as per clause 5.3b) or collected,
5.4 Reference. WE may use YOUR name and logo (if any) in any sales, marketing or promotional material (including online), identifying YOU as one of OUR cus-
tomers.
5.5 Governing law. The CONTRACT shall be governed by Luxembourg law.
5.6 Jurisdiction. Any disputes, claims or litigation in connection with the CONTRACT shall be brought exclusively before the courts of the judicial district of Luxembourg-City.
