Advena is a company established in the Grand Duchy of Luxembourg, specializing in business digitalization and structuring, the implementation of ERP solutions, consulting in organization, management, and performance, support with the automation and integration of digital or artificial intelligence tools, financial consulting and support for business owners, as well as, where this falls within a regulated activity and is carried out by an authorized entity or professional, certain services pertaining to accounting expertise.
These Terms and Conditions define the framework within which Advena provides its services to its professional clients.
Article 01Purpose and scope
1.1 These Terms and Conditions (the "Terms and Conditions") govern all contractual relations between Advena ("Advena") and any client acting for professional purposes (the "Client"), in connection with the provision of services.
1.2 These Terms and Conditions apply exclusively to business-to-business (B2B) relationships. Any service that may be provided to a consumer, within the meaning of the Luxembourg Consumer Code, shall be subject to adapted specific conditions incorporating the applicable mandatory provisions.
1.3 Any order, signing of a quote or engagement letter, written approval, payment of a deposit, or commencement of performance entails full and complete acceptance of these Terms and Conditions.
1.4 The Terms and Conditions are accessible at all times and may be provided upon request. Advena reserves the right to amend them; the Terms and Conditions applicable to a given Mission are those in force on the date of its order, unless otherwise agreed in writing between the parties.
Article 02Definitions
In these Terms and Conditions, the following terms have the meanings set out below:
- "Client": any natural person or legal entity acting for professional purposes that uses Advena's services.
- "Engagement": all services entrusted to Advena, as defined in the applicable quote, offer, or engagement letter.
- "Deliverable": any document, file, report, configuration, setup, code, or material delivered by Advena to the Client in connection with the Engagement.
- "Client Data": all information, documents, and data provided by the Client to Advena for the purposes of the Engagement.
- "Personal Data": any information relating to an identified or identifiable natural person within the meaning of Regulation (EU) 2016/679 ("GDPR").
- "Third-Party Tools": any software, platform, or service provided by a third-party vendor or supplier, used in connection with the Engagement.
Article 03Contractual documents
3.1 The contractual documents binding the parties are, in decreasing order of priority:
- the engagement letter, the signed offer, or the accepted quote;
- any special conditions;
- these Terms and Conditions;
- any appendices, in particular the Data Processing Agreement where one is concluded.
3.2 In the event of a conflict between these documents, the higher-ranking document prevails.
3.3 The Client's general purchasing terms, as well as any contractual document specific to the Client, are expressly excluded, except with Advena's prior written acceptance.
Article 04Nature and scope of services
4.1 Services offered
Depending on the engagements entrusted to it, Advena offers:
- needs analysis and project scoping;
- the setup, configuration, and deployment of tools, in particular ERP (Odoo);
- data migration and structuring;
- user training and assistance;
- advice on steering, reporting, and financial organization;
- the implementation of performance indicators, dashboards, procedures, and workflows;
- support with process automation and the integration of digital or artificial-intelligence tools;
- assistance in preparing administrative, financial, or management documents;
- support with company formation, launch, and growth;
- coordination with the Client's third parties (accountants, auditors, lawyers, banks, government authorities, IT providers);
- and, where legally permitted and carried out by an authorized entity or qualified professional, services falling within accounting expertise or regulated accounting services.
4.2 Best-efforts obligation
Unless otherwise undertaken and clearly identified as an obligation of result, Advena's services are performed under an obligation of means. Advena undertakes to apply the skill, care, and diligence reasonably expected of a professional carrying out similar activities.
4.3 Scope
The scope of each Engagement is defined in the applicable contractual document. Any service not expressly provided for is considered out of scope and shall, where applicable, be the subject of an amendment or additional billing.
Article 05Specifics of financial, accounting, and administrative services
5.1 Financial advice and management assistance
Financial advisory, management control, structuring, reporting, financial modeling, and administrative support services are intended to assist the Client in its management and decision-making.
Unless expressly stated otherwise, these services constitute neither:
- a statutory or contractual audit engagement;
- a certification or review engagement;
- a legal consultation;
- a tax consultation entailing liability for regulatory validation;
- any guarantee as to obtaining financing, an approval, an authorization, or an economic outcome.
The Client remains solely responsible for its management decisions, for the final validation of the documents provided, for its filings, and for compliance with all of its legal, accounting, tax, social security, and regulatory obligations.
5.2 Services falling under regulated accounting expertise
When Advena, or any partner entity designated in the offer, provides services falling within a regulated accounting expertise activity, such services may only be performed in compliance with the applicable Luxembourg regulations and by a natural person or legal entity holding the required authorizations.
Depending on the engagement letter, these services may include in particular:
- the organization, keeping, centralization, or supervision of accounting records;
- the preparation of accounts, trial balances, interim statements, or closing documents;
- assistance in preparing declarations or documents required by the competent authorities or bodies;
- assistance with requests for information from authorized third parties.
Any accounting or regulated engagement is subject to a specific engagement letter or quote setting out its scope, its limits, and the identity of the authorized person or entity acting in that capacity.
5.3 Engagement limitations
Unless expressly agreed in writing, Advena:
- does not carry out an exhaustive consistency audit of all the documents provided;
- does not systematically verify the authenticity, completeness, or legal compliance of all the documents provided;
- relies, in performing its Engagement, on the information, documents, and statements provided by the Client or its representatives.
5.4 Client's responsibility regarding information
The Client undertakes to provide Advena with accurate, complete, and up-to-date information, within timeframes compatible with the performance of the Engagement.
Any omission, delay, inconsistency, or erroneous information provided by the Client may result in:
- a postponement of the schedule;
- additional invoicing;
- Advena's inability to properly perform all or part of the Assignment;
- or suspension of the Engagement until the situation is remedied.
Article 06Order and formation of the contract
6.1 Any Engagement becomes firm as of the earliest of the following dates: signing of the quote, signing of the engagement letter, written approval by email, payment of a deposit, or commencement of performance at the Client's express request.
6.2 Offers and quotes issued by Advena are valid for 30 days from their issuance, unless otherwise stated.
6.3 Any additional request, outside the initial scope, will be subject either to additional billing on a time-and-materials or fixed-price basis, or to a written amendment.
Article 07Pricing
7.1 Prices are expressed in euros, excluding VAT, unless otherwise stated.
7.2 Services may be billed on a fixed-fee basis, on a time-spent basis, by subscription, by package, or by milestones, as agreed in the applicable offer.
7.3 Unless otherwise stated in the offer, the following are not included in the price:
- travel, accommodation, and meal expenses;
- third-party costs (external consultants, partners);
- software licenses and subscriptions;
- administrative, filing, or publication fees;
- costs relating to urgent requests, exceptional reprocessing, or retroactive adjustments;
- applicable taxes, duties, or levies.
7.4 Rate revision
7.4.1 For recurring, open-ended, or multi-year engagements, Advena reserves the right to revise its rates annually, on the anniversary date of the Engagement or on any other date expressly agreed between the parties, subject to sixty (60) days' written notice.
7.4.2 The rate revision is capped, per annual period, at the higher of the following two limits:
- (i) the change in the Luxembourg national consumer price index (IPCN) over the twelve (12) months preceding the notification, as published by STATEC;
- (ii) a maximum percentage of five percent (5%).
7.4.3 Within thirty (30) days of notification of the new rate schedule, the Client may reject the revision and terminate the affected Engagement without penalty, by registered letter with acknowledgment of receipt or by any equivalent written means. Termination shall take effect on the scheduled effective date of the new rate schedule or, if a longer contractual or statutory notice period applies, upon expiry of that notice period. Services performed up to the effective date of termination remain payable in full.
7.4.4 In the absence of notice of rejection within the period set out in 7.4.3, the rate revision shall be deemed accepted and shall apply automatically on the date specified in the notification.
7.4.5 These provisions do not preclude Advena from passing on, to a corresponding extent and without cap, any price increase imposed by a third-party publisher, supplier, or subcontractor relating to items rebilled to the Client (in particular software licenses, SaaS subscriptions, hosting providers). Advena shall inform the Client promptly; for such rebilled increases only, the Client shall have the right to terminate the affected component under the conditions set out in 7.4.3.
Article 08Invoicing and payment
8.1 Billing terms
Unless otherwise specified:
- a deposit may be required upon order;
- recurring services are invoiced monthly;
- fixed-price services may be invoiced in milestones as work progresses;
- time-based services are invoiced on the basis of the time actually worked, in arrears.
8.2 Payment terms
Unless expressly agreed otherwise in the offer or engagement letter, invoices are payable within 30 days of the invoice date, by bank transfer to the account indicated on the invoice.
8.3 Late payment
In the event of late payment, and without any prior formal notice being required, Advena may claim:
- late-payment interest calculated at the key rate of the European Central Bank plus 8 percentage points, in accordance with the Luxembourg law of 18 April 2004 on payment terms and late-payment interest;
- a flat-rate compensation for recovery costs of 40 € per invoice, without prejudice to the right to additional compensation covering reasonably incurred recovery costs in excess of that amount;
- all reasonably incurred collection costs, whether judicial or extrajudicial.
8.4 Suspension and termination for non-payment
In the event of continued late payment after a formal notice that has remained without effect for 15 days, Advena may:
- suspend the performance of all or part of its services;
- defer any delivery or block access to certain deliverables, environments, or accounts;
- terminate the Engagement, in whole or in part, without prejudice to any claim for damages.
The exception of non-performance provided for under Luxembourg law applies between the parties.
8.5 Disputes
Any dispute regarding an invoice must be submitted in writing, with supporting reasons, within 15 calendar days of the invoice date. After this period, the invoice will be deemed accepted, except in the case of manifest error. Disputing an invoice does not relieve the Client of the obligation to pay the undisputed portion when due.
Article 09Client cooperation
9.1 The Client undertakes to cooperate actively with Advena. The Client shall designate a primary contact with the authority necessary to make operational decisions relating to the Engagement.
9.2 The Client undertakes to provide, within the required deadlines: the necessary access (software, platforms, environments); documents and supporting materials; management information; the required approvals and decisions; and the availability of its teams for meetings, workshops, and tests.
9.3 For financial, accounting, or administrative engagements, the Client undertakes in particular to provide without delay: purchase and sales invoices; bank statements; contracts relevant to the engagement; social security and tax supporting documents; and any information likely to have an impact on the engagement.
9.4 The Client remains solely responsible for retaining its original documents, unless expressly agreed otherwise.
Article 10Timelines and schedule
10.1 The lead times provided are given for information purposes only, unless a firm written commitment is made in the engagement letter or an amendment.
10.2 Lead times may be extended in particular in the event of: delayed transmission of information by the Client; a change of scope requested by the Client; dependence on third parties (delay by a software publisher, a public authority, a bank, or a partner); unanticipated additional workload; or an event of force majeure.
10.3 Advena may not be held liable for the consequences of any delay attributable to the Client, a third party, or an event beyond its reasonable control.
Article 11Acceptance of Deliverables
11.1 The Client is required to review, check, and approve the Deliverables, reports, proposed entries, preparatory documents, filings, or files before their use, submission, transmission, or publication.
11.2 Unless otherwise stipulated, the Client has a period of 10 business days from delivery of the Deliverable to submit its comments in writing.
11.3 In the absence of a written response within this period, and provided that Advena has expressly drawn the Client's attention to this consequence at the time of transmission, the Deliverable shall be deemed tacitly approved for the continuation of the work. The presumption of tacit approval does not apply to the following deliverables, which strictly require the Client's express written approval:
- tax, social security, accounting, or regulatory filings;
- documents to be submitted to authorities or government bodies;
- annual accounts, balance sheets, and closing documents.
11.4 Approval by the Client does not relieve Advena of its liability for a proven fault in the performance of the Mission.
Article 12Third-party tools and external platforms
12.1 Advena may use or configure third-party Tools, including ERPs, accounting software, cloud solutions, banking connectors, automation, artificial intelligence, or communication tools.
12.2 Advena is not liable for:
- failures, unavailability, malfunctions, or changes decided upon by the publishers of these tools;
- technical or contractual restrictions imposed by these third parties;
- changes to their pricing, APIs, security policies, or terms of use;
- errors arising directly from data or processing performed by these third-party solutions.
12.3 The licenses and usage rights for these tools remain subject to the terms of their respective publishers, which the Client acknowledges having reviewed or being able to review before use.
12.4 Unless otherwise indicated, the Client directly subscribes to the necessary licenses and subscriptions in its own name and bears the cost thereof.
Article 13Use of artificial intelligence tools
13.1 The Client acknowledges and accepts that, for the purposes of performing the Engagement, Advena may use, whether directly or through its subcontractors or technical suppliers, tools, software or services incorporating automation or artificial intelligence features, in particular for the analysis, scoping, synthesis, preparatory drafting, production, review, correction or finalization of Deliverables.
13.2 Such use occurs solely to the extent useful for the proper performance of the Engagement and in accordance with applicable regulations, including the GDPR and Regulation (EU) 2024/1689 of 13 June 2024 on artificial intelligence.
13.3 Where technically possible and relevant, Advena undertakes to favor solutions or configurations of the "no training," "zero data retention" or equivalent type, so that the Client's information, content and Data are not used for training, retraining, the general improvement of models or the building of datasets intended for the providers of the tools concerned, except with the Client's express and prior consent.
13.4 Advena remains responsible, under the conditions set out in article 20, for the quality of the Deliverables provided to the Client, regardless of the tools used to produce them. The use of such tools does not release Advena from its professional diligence or from the appropriate human review of the work product before delivery.
13.5 Where the use of these tools involves the processing of personal Data on behalf of the Client, such processing is governed by the provisions of article 16 and, where applicable, by the Data Processing Agreement concluded between the parties.
13.6 The Client may, at any time and by written notice, request reasonable information from Advena about the main categories of tools used in connection with the Engagement. The Client may, on legitimate and reasonable grounds (in particular confidentiality, security or sector-specific compliance), object to the use of a specific tool. The parties will then consult in good faith to identify an alternative solution compatible with the proper performance of the Engagement; failing agreement, the provisions of article 14 (Subcontracting) relating to reasoned objection will apply mutatis mutandis.
Article 14Subcontracting
14.1 Advena may entrust all or part of the performance of the Engagement to subcontractors, partners or service providers of its choice, under the conditions set out in this article.
14.2 For subcontractors that routinely operate within the scope of Advena's business (in particular hosting providers, software publishers, cloud or communication service providers), the Client gives its consent in advance, subject to the provisions of article 16 where the subcontractor acts as a sub-processor within the meaning of the GDPR.
14.3 For any other subcontractor significantly involved in the performance of the Engagement, Advena will inform the Client beforehand or, where the nature of the service requires it, as soon as reasonably possible, by any means leaving a written record (in particular email).
14.4 The Client may, within fifteen (15) days of the notice referred to in article 14.3, give written notice of its reasoned objection to the use of the proposed subcontractor, on serious and reasonable grounds such as considerations of security, processing location, regulatory or sector-specific compliance, or a proven conflict of interest. A mere preference for another service provider does not constitute a serious ground within the meaning of this article.
14.5 In the event of a reasoned objection that has not been resolved following a good-faith exchange between the parties, Advena may, at its discretion:
- (i) replace the subcontractor concerned;
- (ii) implement additional safeguards to address the Client's concerns;
- (iii) suspend the portion of the Engagement entrusted to the subcontractor until an acceptable solution is put in place.
14.6 Failing agreement within thirty (30) days of the notice of objection, either party may terminate the affected part of the Engagement by registered letter with acknowledgment of receipt, without compensation on either side, with the Client remaining liable for the services performed and the costs reasonably incurred up to the effective date of termination.
14.7 Advena remains responsible, vis-à-vis the Client, for the proper performance of the subcontracted services, within the limits set out in these Terms and Conditions.
14.8 Where the subcontractor acts as a sub-processor within the meaning of the GDPR, the corresponding obligations are governed in accordance with article 16.
Article 15Confidentiality
15.1 The parties undertake to keep strictly confidential all information, documents, methods, and financial, commercial, technical or strategic data exchanged in connection with the Engagement, whether communicated in writing or orally, for a period of 5 years from the end of the contractual relationship.
15.2 This obligation does not apply to information that:
- are or become part of the public domain through no breach by the receiving party;
- were legitimately known to the receiving party prior to their disclosure;
- were lawfully received from a third party not bound by a confidentiality obligation;
- were developed independently by the receiving party;
- must be disclosed pursuant to a legal or regulatory obligation or a decision by an authority, in which case the party concerned shall, to the extent permitted, inform the other party without delay.
15.3 Each party limits access to confidential information to those of its employees, subcontractors or advisors who have a need to know for the purposes of the Engagement, and ensures that they are themselves bound by a confidentiality obligation of equivalent effect.
Article 16Protection of Personal Data
16.1 General framework
The parties undertake to comply with the applicable regulations on the protection of Personal Data, in particular the GDPR and the Luxembourg law of 1st August 2018 on the organization of the National Commission for Data Protection and the general data protection regime.
16.2 Capacities of the parties
For Personal Data:
- relating to the Client's representatives, contacts, or staff that are processed by Advena for its own purposes (customer relationship management, invoicing, accounting, possible prospecting), Advena acts as the data controller;
- processed by Advena on behalf of the Client in connection with the performance of the Engagement (in particular ERP configuration, the processing of accounting or payroll data), Advena acts as a processor within the meaning of Article 28 of the GDPR.
16.3 Advena's commitments as processor
When Advena acts as a subcontractor, it undertakes to:
- process the Personal Data only on documented instructions from the Client, the engagement letter or a specific Data Processing Agreement constituting such instructions;
- ensure that persons authorized to process the Data undertake to respect confidentiality;
- implement appropriate technical and organizational measures to ensure the security of processing, in accordance with Article 32 of the GDPR;
- engage only further sub-processors that provide sufficient guarantees, the Client authorizing in advance the use of Advena's usual further sub-processors, subject to prior notice and a right to object on justified grounds;
- assist the Client, insofar as possible, in responding to requests from data subjects exercising their rights;
- assist the Client in meeting its obligations regarding security, data breach notification, impact assessments, and prior consultations;
- at the end of the Engagement, and at the Client's choice, delete or return the Personal Data, unless a legal retention obligation applies;
- make available to the Client all information necessary to demonstrate compliance with its obligations and allow audits to be carried out under reasonable conditions, at the Client's expense.
16.4 Transfers outside the European Economic Area
Any transfer of Personal Data outside the European Economic Area is carried out in accordance with the provisions of Chapter V of the GDPR, in particular adequacy decisions or standard contractual clauses adopted by the European Commission.
16.5 Retention
Personal Data is retained for the period necessary to perform the Engagement. Where the processing is linked to legal accounting or administrative obligations, certain data may be retained for 10 years from the close of the financial year concerned, in accordance with the applicable regulations and the guidance of the CNPD.
16.6 Specific agreement
At the request of either party, and where the nature of the Engagement so warrants, the parties shall enter into a separate Data Processing Agreement specifying the terms of each processing operation, the categories of data and data subjects concerned, and the applicable security measures.
Article 17Intellectual property
17.1 Advena's ownership
Advena retains exclusive ownership of its methods, models, templates, tools, scripts, libraries, know-how, and internal materials developed or used prior to or independently of the Engagement (the "Pre-existing Materials").
17.2 License to use the Deliverables
Subject to full payment of the amounts due, Advena grants the Client a right to use the Deliverables:
- non-exclusive;
- non-transferable and non-sublicensable, except with express written consent;
- limited to internal use by the Client and entities within the same group;
- for the duration of the legal protection of the rights concerned;
- for the territory required by the Client's needs.
17.3 Working documents
Preparatory working documents, spreadsheets, analysis models, checklists, methodologies, and internal materials are provided to the Client only if expressly stipulated in the offer.
17.4 Client Data and content
The Client retains exclusive ownership of its data, content, trademarks, and distinctive signs. The Client grants Advena, for the sole duration of the Engagement and strictly to the extent necessary for its performance, a right to use these elements.
17.5 Commercial reference
Advena may mention the Client's name and logo as a commercial reference (website, communication materials, presentations), unless the Client objects in writing.
Article 18Non-solicitation of personnel
18.1 Throughout the duration of the contractual relationship and for 12 months following its end, the Client undertakes not to solicit, hire or contract with, directly or indirectly, any staff member, employee or individual subcontractor of Advena who was involved in the Engagement, without Advena's prior written consent.
18.2 In the event of a breach, the Client undertakes to pay Advena, as liquidated damages, an amount equal to 12 months of the gross remuneration of the staff member concerned (or its fee equivalent for a subcontractor), without prejudice to any other remedy.
18.3 This clause does not prevent a hiring resulting from an unsolicited application by the staff member, without prior direct or indirect solicitation by the Client, nor a response to a job offer published by Advena.
Article 19Insurance
Advena declares that it has taken out a professional liability insurance policy with a leading insurer, covering the financial consequences of its professional liability in connection with the performance of its Engagements. A certificate may be provided upon simple written request from the Client.
Article 20Liability
20.1 Principle
Advena shall be liable only for proven direct damages resulting from an established breach of contract in the performance of the Engagement.
20.2 Cap
Except in cases of gross negligence or willful misconduct where they cannot be excluded by law, and except for liability that cannot be limited under applicable mandatory law, Advena's total liability, on all grounds combined and for all cumulative damages, is limited to the amount excluding VAT actually invoiced and collected for the relevant Engagement during the 12 months preceding the triggering event.
20.3 Exclusions
In particular, Advena may not be held liable for:
- lost earnings, operating losses, loss of opportunity, loss of clientele, or reputational harm;
- any loss or corruption of data insofar as it results from causes external to Advena or from the Client's failure to back up;
- any penalty, reassessment, or administrative rejection resulting from inaccurate, incomplete, or late information provided by the Client;
- the consequences of decisions made by the Client or by third parties on the basis of items that have not been definitively validated;
- any indirect or intangible damage.
20.4 Specific provisions for financial and accounting engagements
For engagements with an accounting, tax, financial or administrative dimension, Advena's liability is expressly excluded where the damage originates from:
- the late submission or absence of supporting documents;
- a contradictory or ambiguous instruction;
- a transaction not disclosed to Advena;
- a validation, express or implied, given by the Client on inaccurate information.
20.5 Time limit for action
Any liability claim against Advena must, on pain of being time-barred, be brought within 12 months of the discovery of the triggering event, and in any event within a maximum of 24 months from the end of the Engagement, unless a longer mandatory statutory period applies.
Article 21Termination
21.1 Termination for breach
Either party may terminate the contractual relationship as of right in the event of a serious breach by the other party of its obligations, after a formal notice sent by registered letter with acknowledgment of receipt or by any means establishing receipt, which has remained without effect for 15 days.
21.2 Termination for convenience of recurring engagements
For recurring engagements or those entered into for an indefinite term, either party may terminate upon 30 days' written notice, unless otherwise specified in the engagement letter.
21.3 Termination for non-payment
Without prejudice to Article 8.4, Advena may terminate any Engagement in the event of persistent payment default.
21.4 Effects of termination
In the event of termination, for any reason whatsoever:
- services already performed remain payable, along with any expenses incurred;
- work in progress is invoiced in proportion to its completion;
- any subscriptions, licenses, or commitments taken out on behalf of the Client remain at the Client's expense;
- each party returns to the other, upon request, the documents and data belonging to it;
- the obligations of confidentiality, data protection, intellectual property, non-solicitation, and liability survive termination.
Article 22Insolvency proceedings and bankruptcy
22.1 In the event that collective insolvency proceedings within the meaning of Luxembourg law are opened against the Client (including bankruptcy, controlled management, preventive composition with creditors, suspension of payments, or any proceedings arising under the Law of 7 August 2023 on the preservation of businesses and the modernization of bankruptcy law) or any equivalent proceedings governed by a foreign law (insolvency proceedings, redressement judiciaire, sauvegarde, liquidation judiciaire, Chapter 11, Corporate Insolvency Resolution Process, or any analogous mechanism), Advena may, subject to the applicable mandatory provisions and without prejudice to the rights conferred on the receiver, the administrator, the liquidator, or any equivalent body:
- (i) terminate the contract automatically, in whole or in part, by written notice to the Client and, where applicable, to the body representing the proceedings;
- (ii) demand immediate payment of all sums due as of the termination date, such claims to be filed, where applicable, within the framework of the opened proceedings;
- (iii) suspend any ongoing services and block access to the Deliverables, environments, or accounts pending sufficient guarantees;
- (iv) failing payment within thirty (30) days following the notice of termination, exercise all available out-of-court or legal remedies, including the enforcement of any security interest or guarantee granted in its favor, as well as set-off to the extent permitted by law.
22.2 Where the exercise of a right provided for in 22.1 is suspended, restricted, or prohibited by a mandatory provision of the law applicable to the proceedings (including a moratorium, a stay of individual enforcement actions, or an automatic stay), Advena shall comply therewith and shall cooperate in good faith with the receiver, the administrator, the liquidator, or the competent court in order to assert its rights in accordance with the proceedings.
22.3 Before resuming any services at the request of the Client, the receiver, the administrator, or the liquidator, Advena may require the establishment of additional guarantees (advance payment, security deposit, letter of credit, bank or personal guarantee) where the Client's financial situation so warrants.
22.4 The Client undertakes to inform Advena, as soon as possible, of any suspension of payments, the opening of negotiations for a composition or a moratorium, or any event likely to lead to the opening of collective insolvency proceedings against it.
Article 23Force majeure
23.1 Neither party may be held liable for any delay or failure to perform caused by an event of force majeure or reasonably beyond its control, including: a general outage, a major cyberattack, a prolonged interruption of internet or power service, the unavailability of a critical software vendor, fire, natural disaster, epidemic, strike, administrative decision, serious failure of an essential supplier, or armed conflict.
23.2 The affected party shall inform the other, within a reasonable time, of the occurrence of the event, its foreseeable effects, and the measures contemplated.
23.3 The affected obligations shall be suspended for the duration of the event. If the event persists for more than 60 days, either party may terminate the Engagement without compensation, by written notice.
Article 24Compliance with regulated activities
24.1 If certain services described in the offer fall within a regulated profession in Luxembourg, they shall be provided only in compliance with the legal conditions of practice applicable at the time of the Engagement.
24.2 If, on the date of the order or of performance, a regulated service cannot legally be provided by Advena itself, Advena may:
- limit its Engagement to unregulated assistance;
- propose the involvement of a partner or an authorized entity;
- adjust the contractual scope accordingly.
Article 25Anti-corruption and international sanctions
Each party declares that it complies with the applicable laws and regulations on anti-corruption, anti-money laundering, and the financing of terrorism, as well as with the applicable international sanctions regimes. Each party undertakes not to commit any act that could constitute a violation of these provisions in the course of performing the contract.
Article 26Assignment of the contract
26.1 The Client may not assign or transfer all or part of its rights or obligations under the contract without Advena's prior written consent.
26.2 Advena may assign or transfer the contract to any company within the same group, to a successor, or to an assignee of its business, subject to informing the Client in writing. The Client hereby gives its consent to such an assignment.
Article 27Notices
Any notice under the contract shall be given in writing, by email to the addresses designated by the parties, or, where the nature of the notice so requires (formal notice, termination), by registered letter with acknowledgment of receipt. Email notices shall be deemed received on the business day following their dispatch, unless proven otherwise.
Article 28Severability
If any provision of these Terms and Conditions is declared null, unlawful, or unenforceable, the remaining provisions shall remain in full effect. The parties shall endeavor to replace the affected provision with a valid provision producing equivalent economic effects.
Article 29No waiver
The failure of either party to invoke a breach by the other party of any of its obligations shall not be construed as a waiver of the right to invoke that breach at a later date.
Article 30Entire agreement and amendments
30.1 The contractual documents referred to in Article 3 constitute the entire agreement between the parties with respect to its subject matter and supersede any prior agreement, written or oral, having the same subject matter.
30.2 Any modification must be the subject of a written amendment signed by both parties.
Article 31Language
These Terms and Conditions are drafted in French. In the event of translation into another language, only the French version shall prevail.
Article 32Governing law and jurisdiction
32.1 These Terms and Conditions and any contract concluded on their basis are governed by Luxembourg law, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
32.2 Before any litigation, the parties shall endeavor to resolve their dispute amicably, within a reasonable period not exceeding 30 days from the first written notice issued by either of them.
32.3 Failing an amicable resolution, any dispute relating to the formation, interpretation, performance, validity or termination of these Terms and Conditions or of any contract concluded on their basis shall fall within the exclusive jurisdiction of the courts of the judicial district of Luxembourg, save for any mandatory provision to the contrary.