1. Purpose and Scope of Application

These general terms and conditions of sale and service provision (hereinafter referred to as ‘the General Terms and Conditions’) apply to the relationship between TSECUR SARL-S, a simplified limited liability company with a capital of €6,000, registered with the Trade and Companies Register under number B296174, establishment authorisation number 10179765/0, VAT No.: LU36690042, with its registered office at 28 Route de Capellen, L-8279 Holzem, Luxembourg (hereinafter referred to as ‘TSECUR’ or ‘the seller’) and any natural or legal person (hereinafter referred to as ‘the buyer’ or ‘the customer’) wishing to purchase the products presented and sold by TSECUR.COM (hereinafter collectively referred to as ‘the Parties’ or individually as ‘the Party’).

Specific additional or derogatory terms may be agreed upon in other contractual documents.

These General Conditions apply to all offers and all contracts for the sale and provision of services by the Company from the first contact with the Client and remain in force throughout the contractual relationship between the Company and the Client. These General Conditions form an integral part of the agreement between the Company and the Client.

In the event of any conflict or inconsistency between the General Conditions and the terms of an offer, contract, or other specific contractual documents agreed between the Company and the Client, the latter shall prevail.

Unless expressly agreed otherwise in writing, these General Conditions exclude all other general terms and conditions provided by the Client, even if the Client’s conditions specify that they alone govern the agreement. The Company shall not be bound by the Client’s terms, even if not expressly objected to, unless expressly agreed otherwise in writing.

2. Execution Terms

All offers provided by the Company are non-binding and given for informational purposes only.

An offer only becomes binding for the Company upon express acceptance by the Client, either by signing an order confirmation, a purchase order, or a contract, or by paying a deposit, or by the commencement of the Company’s services.

Any order confirmation, return of a purchase order or contract sent by the Client to the Company, as well as the payment of a deposit, formally binds the Client, as does the commencement of services by the Company, as soon as the Client is aware and does not object within two (2) hours.

In case of cancellation or termination of an order or contract by the Client or failure to meet obligations, the Company is entitled to compensation of at least 30% of the total agreed amount, without prejudice to its right to claim higher damages or seek contract enforcement.

3. Pricing – Invoicing and Payment

Prices listed in offers, order confirmations, and other contractual documents issued by the Company are exclusive of VAT and other applicable duties unless expressly stated otherwise.

Unless otherwise stated in the offer, order confirmation, or other documents, prices exclude delivery and packaging charges. Costs for inspections, certifications, and any additional fees are not included unless explicitly indicated as the Company’s responsibility.

Offer prices are based on prevailing costs at the time the offer is made. Offers are valid for a maximum of thirty (30) days from issuance unless stated otherwise. The Company reserves the right to apply administrative fees for orders under EUR 100.00.

The Client must accept the offer within this period either by returning the signed order confirmation, submitting a purchase order, signing a contract, or paying a deposit. Otherwise, the offer is void. The Client’s unopposed acceptance of service commencement also constitutes acceptance of the offer.

Delivery or service timelines are indicative and not binding unless expressly agreed otherwise, and delays shall not entitle the Client to cancel orders or claim damages.

Invoices are in euros and payable within thirty (30) days of the invoice date. Partial delivery does not justify withholding payment for delivered items.

Late payments automatically incur legal interest without prior notice, in accordance with the Law of April 18, 2004, implementing Directive 2000/35/EC on late payment, calculated daily from the due date.

If unpaid at maturity, the Company may claim a fixed indemnity of 10% of the outstanding amount with a minimum of EUR 40.00, in addition to interest.

Collection costs are borne by the Client.

Payment disputes must be raised in writing within eight (8) days of receiving the invoice. Otherwise, the invoice is considered accepted.

Unpaid invoices entitle the Company to suspend deliveries, services, and warranties without prior notice.

Payments are first applied to interest, penalties, and legal fees, then to the oldest invoices.

The Company may request payment guarantees at any time. Providing satisfactory guarantees is a condition for entering or continuing a contractual relationship.

4. Client Obligations

The Client shall provide all necessary support to allow the Company to deliver goods, install equipment, and perform services. This includes but is not limited to: obtaining licenses, sharing contact details of relevant operators and suppliers, appointing a contact person, granting access to premises and systems, assigning qualified personnel, ensuring timely internal decisions, providing security procedures, and preparing the environment (e.g., power supply, working conditions).

5. Change Control Procedure – Replacements/Modifications/Repairs – Extensions

Either Party may propose reasonable service modifications. The requesting Party must submit written details, including objectives, requirements, specifications, and timelines. The Company will respond in writing with acceptance status, cost and time impact, and any needed resource adjustments. A written agreement must be signed before any implementation; this agreement becomes an amendment to the contract or order.

Clients are strictly prohibited from modifying, replacing, or repairing installation components themselves or via third parties. Any resulting intervention by the Company will be at the Client’s expense.

Costs related to modifications, additions, relocations, extensions, or regulatory changes required by authorities or suppliers are borne by the Client and must be agreed upon in writing beforehand if carried out by the Company.

6. Delivery – Apparent Defects

Delivery must be possible to a point easily accessible, requiring no special handling inside the Client’s premises. Delivery must be possible at any time during business hours without any prior specific procedure.
All goods and services performed must be immediately inspected by the Client upon delivery or at the completion of services. Any remarks or apparent defects must be noted on the delivery receipt or the work/service acceptance report, otherwise the Company may consider any claim late and the goods/services accepted by the Client.
If the Client fails to take delivery of goods ordered in due time or makes delivery impossible by absence, providing a wrong address, or any other reason attributable to the Client, the Company is entitled to invoice the price immediately along with all other costs incurred due to the Client’s failure to take delivery.

7. Warranties and Liability

The Company’s warranty regarding delivered goods and equipment, including hardware or software, is limited to the warranty granted by the manufacturer. The Client acknowledges that their recourse is only under those warranties.
In case of a defect in goods or equipment, the Client shall contact the Company providing the serial number, part and model number, a description of the defect, and any other relevant information. All defective goods or equipment will be returned to the Company at the Client’s expense. The Company may choose to replace or repair the defective goods or equipment.
If after examination the goods or equipment are found not defective or the defect is due to improper use by the Client, the Company has no obligation and may charge the Client for the time spent analyzing the goods or equipment.
For software designed, developed, and distributed by the Company, the warranty is that specified in the accompanying license agreement, excluding any other warranty. The Company may replace, repair/modify the software or refund the purchase price.
In case of minor defects, the Client is entitled only to a price reduction. The Client must minimize damages and may not claim any compensation whatsoever, regardless of reason.
The Company provides no warranty that delivered goods or installed equipment suit the Client’s specific needs or intended use. The Company shall not be liable if the Client lacks necessary skills to use or operate the delivered goods or equipment correctly.
Under no circumstances shall the Company be liable for indirect or consequential damages (including but not limited to data loss, program loss, lost profits, business interruption, lost sales, competitive advantage, goodwill, third-party claims, or any economic loss).
Similarly, the Company is not liable for disturbances or damages caused by climatic conditions (humidity, water, flooding, fire, temperature, lightning…), breakages, short circuits, deterioration or poor condition of premises, damages related to the Client’s activities, or defects in devices, lines, or equipment not maintained by the Company.
The Company also bears no responsibility if defects result from Client-provided designs or specifications, acts or omissions by the Client or third parties, repairs or modifications by unauthorized persons, abnormal use or electrical stress, or failure to follow usage instructions provided by the Company or manufacturer, including misuse of documentation attached to goods or equipment.
These warranties are provided without prejudice to any legal warranties to which the Client may be entitled.
All claims must be sent by registered letter with acknowledgment of receipt to the Company’s headquarters within eight (8) days following the occurrence of damage and received before warranty periods expire.

8. Limitation of Liability

The Company’s liability for any breach of contractual obligations, once definitively established, is limited as follows:
Regarding goods, liability is always limited to the price of goods as set in contractual documents;
Regarding services, liability is limited to direct damages (see article 7 above) and shall never exceed the Company’s business liability insurance limits of EUR 6,000 for personal injury and EUR 6,000 for property damage, unless expressly agreed otherwise.

9. Termination – Force Majeure

The Company has the right to terminate any order or contract or end any contractual relationship if the Client fails to perform their contractual obligations. The Company shall not be liable for non-performance, disturbances, or costs related to such termination, and the Client cannot claim compensation. Termination will be notified by registered letter with acknowledgment of receipt to the Client’s address.
Termination does not affect the Company’s accrued rights, including claims for payment of delivered goods, performed services, non-cancellable orders, and related damages.
The Company shall not be responsible for non-performance caused by force majeure, external causes, or circumstances beyond its control that make contract performance impossible or impractical. The Company may delay services without Client compensation.
The affected Party shall notify the other within two (2) days of force majeure occurrence and cessation. Parties will agree on how to proceed under these exceptional circumstances.
If contract performance becomes definitively impossible, the Company may terminate immediately by registered letter without liability or damages, while still claiming payment for delivered goods/services within eight (8) days of the event.

10. Retention of Title

Delivered goods and installed equipment remain the Company’s property until full payment of the price, taxes, and accessories by the Client. If the Client possesses goods or equipment before full payment, they shall hold them on behalf of the Company, clearly identifiable as Company property. The Client shall not transfer or dispose of goods or equipment until fully paid.

11. Intellectual Property

All intellectual property rights existing at contract execution or created during it, belonging to the Company and/or manufacturers, remain their exclusive property.
Software is provided under license agreements; the Client must sign and return these promptly as required.
No provision here implies transfer or assignment of intellectual property rights to the Client.
The Company grants the Client a personal, non-transferable, non-exclusive right to use intellectual property solely for contract purposes.

12. Confidentiality

Each Party may access the other’s confidential information, which must be kept confidential and not disclosed without prior written consent.
Confidential information can only be shared with employees or subcontractors who need it for contract execution and who are informed of confidentiality obligations.
Confidential information excludes information already known, publicly available, or independently developed.
Certain data collected may be disclosed to third parties when legally required, including for public security or legal proceedings.

13. Data Protection – “Financial Sector Professional” Status

The Client agrees that personal data will be processed for contract performance and legal compliance, including the Company’s obligations as a Financial Sector Professional under Luxembourg law.
The Company may refuse or terminate contractual relations based on data obtained, reporting irregularities to authorities as required.

14. Personal Data Processing – GDPR Compliance

The Company processes personal data (contact, identification, financial) for contract execution, client relationship management, invoicing, marketing, debt collection, and dispute management.
Data is retained only as long as necessary and protected with appropriate technical and organizational measures.
Access to personal data is limited to authorized employees bound by confidentiality.
Data may be shared with subcontractors who comply with data protection laws and with legal authorities as required.
Clients have rights to access, correct, erase, restrict processing, and object, exercisable via written request to the Company’s Data Protection Officer.

15. Jurisdiction – Applicable Law

Disputes shall first be resolved amicably.
If unresolved, courts of Luxembourg City have exclusive jurisdiction.
Luxembourg law applies to contracts and these General Conditions.

16. Miscellaneous

The Company may modify these Conditions at any time without notice.
If any provision is invalid or unenforceable, others remain unaffected.
No provision creates joint ventures, partnerships, or employment relationships; Parties remain independent.
The Company may subcontract or assign rights and obligations without consent.
The Client shall not solicit the Company’s personnel for employment during the contract and six months thereafter without written consent.
The Client may not assign or sublicense rights without the Company’s prior written consent, which will not be unreasonably withheld.