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Terms and Conditions (03/29/2020)

 

Article 1: Object

These Terms and Conditions are the only ones applicable between the parties, to the exclusion of any other condition, reservation, restriction or clause emanating from customers, unless expressly accepted in writing by RedWatch. They therefore apply to all offers, orders and services made by RedWatch, to all agreements concluded between RedWatch and the Customer, as well as to all current services which have not been the subject of a specific agreement, unless written exemption expressly accepted by RedWatch.

They are accessible at any time on the site www.redwatch.lu and prevail, if necessary, over any previous version which would have reached the customer before the order date. The version on the site www.redwatch.lu on the day of the order will be the one retained for the service.

 

Article 2 - Performance of the service and obligations

RedWatch undertakes to use all the means at its disposal to provide the service that is the subject of the service agreement signed by the Customer.

The Customer undertakes to provide RedWatch with all the information that is useful and necessary for the proper performance and compliance with the delivery deadlines for the service subject to the service agreement signed by the Customer. The useful and necessary information for the proper execution of the service and compliance with the execution deadlines will be delivered by hand on paper during a work meeting or sent by e-mail in the form of computer files.

RedWatch cannot be held responsible for any damage or financial loss resulting from a delay in the execution or a non-performance of all or part of the service, if this delay is the result of events or causes beyond its reasonable control.

For certain services, RedWatch reserves the right to call on subcontractors. Relations with these third parties will be managed entirely by RedWatch.

 

Article 3 - Service agreement

RedWatch intervenes at the express request of the customer. A service agreement will be made for any service.

The service agreement sent by RedWatch to the customer in two copies, will specify:

  • The nature of the service,

  • The price of the service excluding taxes,

  • Payment terms,

  • The work schedule detailing the actions / obligations of the Client and the service provider, as well as the completion times,

To confirm the order firmly and definitively, the Customer must return the service agreement without any modification:

  • Either by post, duly signed and dated with the mention "Bon pour Accord" of the person legally responsible as well as the commercial stamp

  • Or by email with the expression of the Client's consent.

The order will be validated only after return of the service agreement, accepted and signed, accompanied by the payment of a deposit if necessary.

 

Article 4 - Fees and costs

The financial conditions are set out in the service agreement.

In the absence of an express specification in the service agreement, the prices are valid for services to be performed in Luxembourg.

The prices for the services carried out at the Customer's premises are valid for 8-hour days worked during office hours (between 7 and 19 hours). Tasks performed in addition to the Customer's request are invoiced to:

  • 150% of the hourly rate for services performed beyond the daily schedule and / or outside office hours and / or on Saturday;

  • 200% of the hourly rate for services provided on Sunday or an official public holiday in Luxembourg.

The costs related to taking additional commercial and financial information from agencies are invoiced in addition to the services provided.

Depending on the location of the Customer, travel costs may be charged. The kilometric allowance amounts to 0.30 euros per kilometer and is invoiced in addition to the services.

The fixed service prices are automatically linked to the evolution of the mobile salary scale and will be adapted the month following each variation of the said scale without prior notification to the Client. The prices are expressed in euros and are exclusive of VAT. RedWatch reserves the right, however, to apply an increase in fees regardless of the change in the index subject to prior written notice from the Client. If the Client does not agree to this increase in fees, he will be able to terminate the collaboration with RedWatch.

 

Article 5 - Billing

Any dispute regarding an invoice must be sent in writing to RedWatch within fifteen (15) days of the issue of the invoice. RedWatch reserves in certain cases the possibility of claiming from the Customer the prior payment of a deposit before carrying out the mission which will be entrusted to it.

 

Article 6 - Payments

A 30% deposit may be required upon signing the service agreement.

The balance, 70%, will be due upon delivery of the work as part of a service of less than or equal to one month.

As part of a service spread over several months, RedWatch will invoice monthly.

Payment for invoices issued by RedWatch is made upon receipt of said invoices. Failing to honor the invoices within the month, the Customer will be automatically and without prior notice liable to RedWatch for the following amounts:

  • flat-rate compensation for recovery costs of € 40.00

  • late penalties will be due from the day following the due date shown on the invoice. The interest rate for these late payment penalties is the legal rate increased by 10 points (ie the interest rate applied by the European Central Bank to its most recent refinancing operations).

In the event of failure to pay one of its invoices which has expired, RedWatch is authorized to suspend, ipso jure and without prior notice, all orders and all services in progress, without prejudice to its right to obtain an indemnity from the Client. Any delay in payment also automatically suspends and without prior notice all the execution deadlines stipulated in contracts or orders in progress. Any damage - of any kind whatsoever - suffered by the Customer following this suspension will remain at his sole expense.

 

Article 7 - Duration of the contract

The contract has a duration defined in the service agreement and is based on the service chosen by the Customer. It is only informative.

The durations appearing in the service agreement are given for information only and may vary depending in particular on RedWatch's schedule and the expectation of the elements which must be supplied by the Customer. The contract may be subject to tacit renewal as indicated in the service agreement.

Each party reserves the right to terminate the contract at any time in the event of the other party's non-compliance with any of its obligations under the service agreement, without prejudice to any damages. that could be claimed from the defaulting party. The contract will end, for this purpose, ten (10) working days after the sending by the requesting party of a registered letter with acknowledgment of receipt mentioning the reason for the termination, provided that the other party has not , within the ten (10) day period, remedied the situation. In the event of incapacity or impossibility of remedying it within the aforementioned period, the requesting party will be entitled to terminate the contract immediately.

Each of the parties may immediately terminate the contract in the event of the cessation of activity of one of the parties, cessation of payment, receivership, bankruptcy or any other situation producing the same effects after sending a formal notice addressed to the administrator (or liquidator) who remained unanswered for more than a month, in accordance with the legal provisions in force.

In the event of the expiry or termination of the contract:

  • The service contract will automatically cease on the corresponding date,

  • Redwatch is released from its obligations relating to the subject of this contract on the date of termination or expiration of the contract,

  • Redwatch undertakes to return to the Customer, no later than thirty (30) working days following the termination or expiration of the contract, all of the documents or information provided by the Customer.

In the event of termination of the contract by the Client, the latter shall owe the sums corresponding to the services provided up to the date on which the termination takes effect and not yet paid. Deposits paid will remain due and acquired by RedWatch.

 

Article 8 - Confidentiality and ethics

RedWatch is committed to:

  • Respect the strictest confidentiality regarding the information provided by the Client, and designated as such

  • Do not disclose any information on the works and services provided for its customers,

  • Return any document provided by the Client at the end of the mission,

  • Sign a confidentiality agreement if the Client so wishes.

Information will not be considered confidential:

  • Which are available to the public,

  • Which must be disclosed in order to complete the filing formalities prescribed by law.

The clauses of the service agreement signed between the parties are deemed confidential and as such cannot be communicated to unauthorized third parties.

The Customer's written agreement will be requested before showing his name and company name in any RedWatch references on any promotional support.

RedWatch reserves the right to refuse any service which it may deem unethical or in disagreement with the law.

 

Article 9 - Intellectual property

The intellectual rights relating to any creation of any kind whatsoever made by RedWatch in execution of the service agreement concluded with the Customer remain, unless otherwise provided and subject to full payment of the price, the exclusive property of RedWatch.

RedWatch also reserves the right to use, in accordance with the confidentiality clause, the lessons it has learned from the study and the performance of the services covered by the service agreement.

The Customer does not acquire any rights over the tools, methods, know-how used by RedWatch within the framework of the service agreement.

In the event of the use of any software or IT tool developed by a third-party company, no property rights are transferred to the Client, even when the use of this software and / or IT tool is necessary for the of the creations made by RedWatch in execution of the contract. It is up to the Customer to acquire, at his expense, a license on the IT tool or the software concerned.

If necessary, it is reminded that RedWatch can freely reuse the ideas, concepts, methods, know-how or techniques developed during the performance of the services entrusted to it, including in order to offer services to companies active in the same sector as the Client.

 

Article 10 - Force majeure

Force majeure is any unforeseeable and irresistible event, which is beyond the control of the parties, and which makes the execution of the contract impossible or unreasonably costly under the conditions initially agreed between the parties.

In the event of force majeure, the obligations of the parties are suspended as long as the impossibility of implementing the agreement persists. If this impossibility becomes final, the agreement automatically ends.

Are considered as force majeure, in addition to those usually retained by case law, wars, riots, acts of terrorism, sabotage, bad weather, severe storms, earthquakes, floods, destruction by lightning , epidemics, fires, explosions, destruction of machinery, blockage of means of transport or supply, malfunction or interruptions of the electricity or telecommunications network, blockage of electricity supply, chemical alerts, government or legal restrictions, strikes, lockouts, occupation of premises, work stoppages and all other events beyond the express will of the parties preventing normal execution of the agreement.

 

Article 11 - Jurisdiction

For all disputes concerning the execution of this service agreement, the courts of Luxembourg have sole jurisdiction. The costs and fees of lawyers, bailiffs, etc. generated by the procedure for collecting unpaid invoices will be borne exclusively by the client. For all that is not expressly provided for in these Terms and Conditions, the parties refer to the relevant provisions of the Luxembourg Civil Code.

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In case of litigation the French version remains the frame of reference.

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