{"id":606,"date":"2026-03-23T10:51:32","date_gmt":"2026-03-23T09:51:32","guid":{"rendered":"https:\/\/rubayconsult.lu\/?page_id=606"},"modified":"2026-03-23T11:05:06","modified_gmt":"2026-03-23T10:05:06","slug":"general-terms-and-conditions","status":"publish","type":"page","link":"https:\/\/rubayconsult.lu\/index.php\/general-terms-and-conditions\/","title":{"rendered":"General Terms and Conditions"},"content":{"rendered":"

Subject & application<\/strong><\/p>\n

The following general terms and conditions of sale and provision of services (hereinafter “the General Terms and Conditions”)<\/u> govern the relationship between RuBay Consult S\u00e0RL, a company registered with the Registre de Commerce et des Soci\u00e9t\u00e9s Luxembourg under the number B304034 and headquartered at L-5435 Wormeldange-Haut, 8, Op der Uet, \u00a0<\/em>(hereinafter “the Company<\/u>“) and its clients (hereinafter “the Client<\/u>“) (hereinafter collectively “the Parties<\/u>” or any one of them “the Party<\/u>“).<\/p>\n

The current General Terms and Conditions apply to the Company\u2019s offers, contracts, services and solutions from the initial contact between the Company and the Client. They will continue to be in effect for the duration of the contractual relationship and are an essential component of the agreement between both Parties.<\/p>\n

In the case of a conflict or contradiction between the General Terms and Conditions and the terms of an offer, contract, or other more specific contractual documents that have been agreed upon between the Company and the Client, the latter shall take precedence over the General Terms and Conditions.<\/p>\n

The signing of an offer or order confirmation implies that the Client has read and accepted the current General Terms and Conditions, also found on the Company\u2019s website www.rubayconsult.lu, and that they accept all liability limitation clauses contained therein.<\/p>\n

Client Acceptance Policy<\/strong><\/p>\n

\u00a0<\/strong>The Prospective Client acknowledges and understands that the Company is not obliged and\/or required to accept any Prospective Client as its Client. The Company has the right to decline and\/or refuse to accept a Prospective Client as its Client, if it reasonably believes that the Prospective Client might pose a risk to the Company. It should be noted that the Company is under no obligation to provide any reason for not accepting a Prospective Client as its Client.<\/p>\n

The Prospective Client shall not yet be considered a Client of the Company if all internal Company checks, including anti-money laundering checks and the appropriateness tests, have not been duly satisfied. The Client acknowledges and understands that the Company may request additional due diligence documents for further clarification. The Company has the right to request additional documentation and\/or information from the Client at any time throughout the business relationship with the Client. Should the Client not provide such additional documentation and\/or information the Company may at its discretion terminate its business relationship. The Company has the right to close any account opened by a Prospective Client that has not been approved by the Company and has been pending for approval for 3 (three) months.<\/p>\n

Offers, contracts and order confirmations<\/strong><\/p>\n

The Company submits all offers on an indicative basis and without any obligation. The language of the Company is English.<\/p>\n

The Company\u2019s offers are valid for a maximum of thirty (30) days from the date of communication to the Client, unless otherwise specified. The Client is asked to accept the offer within the aforementioned period by returning it duly signed. Failure to do so will result in a lapse of the offer.<\/p>\n

The Company will not deliver services and\/or solutions until the Client has explicitly expressed a desire to enter a business relationship, either by signing an offer, order confirmation, or contract. Furthermore, any signed offer, order confirmation, or signed contract that the Client transmits to the Company is formally binding. \u00a0<\/p>\n

In the event of cancellation or revocation of the order or contract by the Client, or if the Client fails to fulfil one of its obligations, the Company\u2019s damages will be valued at a rate that is not less than 30% of the total amount owed under the offer. The Company maintains the right to prove greater damages or to demand performance of the contract.<\/p>\n

Invoices and payments<\/strong><\/p>\n

The prices stated in the Company\u2019s offers, order confirmations, and other contractual documents are exclusive of VAT, unless otherwise specified. They were determined by the cost of the services to be conducted at the time of the issuance.<\/p>\n

The Company invoices services and\/or solutions monthly. Invoices are denominated in Euros and are payable in full, including VAT, within thirty (30) days from the invoice date.<\/p>\n

The Company reserves the right to claim an additional amount equal to 10% of the outstanding balance as lump-sum compensation in the event of non-payment of the invoice on its due date, with a minimum of 50 Euro. Additionally, if an invoice is not paid by the due date, the Company reserves the right to suspend all services without prior notice until the outstanding invoices are paid by the Client.<\/p>\n

Procedure for modification of services<\/strong><\/p>\n

\u00a0<\/strong>A reasonable modification of the services may be proposed by either Party. The Party requesting a modification must provide the other Party with a written notification that outlines the proposed modification, the objective or purpose of the modification, the requirements and specifications, and the necessary schedule for the modification. The Company will promptly notify the Client regarding the acceptability of the proposed modification. If the modification is deemed acceptable, the Client will be informed of any potential impact on the cost and timetable for the service supply, as well as a detailed description of the necessary modifications to the services and resources. Before commencing the implementation of the agreement upon modification, the Parties shall execute a written agreement. The written agreement will serve as a supplement to the contract between the Parties, the offer, and\/or the order confirmation, as applicable.<\/p>\n

Limitation of liability<\/strong><\/p>\n

\u00a0<\/strong>The Company cannot be held accountable for any disturbances or damage that are consequent to or caused by climatic conditions (including but not limited to humidity, water, floods, fires, temperature, and lightning), breakages, short cuts, or the deterioration or inherent poor condition of premises, as well as damage associated with the Client’s own activity or defects in equipment, lines, or hardware for which the Company is not responsible for maintenance and upkeep.<\/p>\n

Termination clauses<\/strong><\/p>\n

Lack of fulfilment of obligations<\/em><\/p>\n

The Company has the right to rescind an order or terminate a contractual relationship if the Client fails to fulfil their obligations deriving from the established contractual relationship. The Company cannot be held liable for the total or partial non-performance of obligations, disturbances, reinstatement costs, or any other costs associated with such termination. This shall not, in any event, grant the Client any right to compensation. A registered letter with a form for acknowledgment of receipt will be sent to the Client at the address specified in the order conformation or contract to effectuate this termination.<\/p>\n

Such termination shall be without prejudice to the rights already acquired. Accordingly, the Company is entitled to claim payment in full for the services performed, for costs and other related expenses as well as for the damage sustained because of the premature termination of the contractual relationship with the Client.<\/p>\n

Force majeure<\/em><\/p>\n

If a case of force majeure, an extraneous cause, or any other cause beyond the Company\u2019s control renders the performance of the Company\u2019s obligations impracticable, the Company cannot be held liable for the total or partial non-performance of the Company\u2019s obligations.<\/p>\n

The affected Party must notify the other Party of the occurrence of a force majeure event within two (2) days. The Parties will reach a mutual agreement regarding the approach to be taken and the arrangements for pursuing the contractual relationship considering these exceptional circumstances. The affected Party is must also notify the other Party within two (2) days of the end of the force majeure event.\u00a0<\/p>\n

The Company has the right to terminate the contract, ipso jure and with immediate effect, by informing the Client by registered letter with a form for acknowledgment of receipt, if the performance of the contract or the contractual relationship is definitively impossible. The Company cannot be liable for damages on this account to the Client and will be able to obtain payment of any amounts due for services already performed. This decision is to be made within eight (8) days of the date of the occurrence of the circumstance constituting force majeure or an extraneous cause.<\/p>\n

Ethical Incompatibility<\/em><\/p>\n

The Company reserves the right to immediately rescind an order or terminate a contractual relationship in the event of an “Ethical Incompatibility Event.” A notification will be sent via registered letter with a form for acknowledgement of receipt if the Company determines, in good faith, that the Client’s conduct, business practices, or instructions to the Company are (i) unlawful, fraudulent, deceptive, or materially unethical; (ii) reasonably likely to expose the Company or its personnel to reputational harm, harassment, discrimination, unsafe working conditions, or public controversy inconsistent with the Company’s values; (iii) involve bribery or corruption, human trafficking, forced labour, child labour, unlawful discrimination, or material violations of applicable labour, environmental, privacy, or anti-money laundering laws.<\/p>\n

The Company will cease performance as of the effective termination date upon termination under this section. The Company will be reimbursed by the Client for all expenses that have been approved and services that have been correctly performed up until the effective termination date. The Company will not be responsible for any damages that may result from termination under this Section.<\/p>\n

Confidentiality, Restricted Use, and Intellectual Property Clause \u2013 POC \/ Innovation<\/strong><\/p>\n

Definitions<\/em><\/p>\n

Confidential Information:<\/u> any information communicated by the Company (orally, in writing, or via system access), including but not limited to: source\/object codes, scripts, plugins, connectors, prompts, datasets, configurations, parameters and hyperparameters, workflows, database schemas\/vector stores, architectures, documentation, keys\/API\/identifiers, roadmaps, rates, test results, and benchmarks.<\/p>\n

POC Materials:<\/u> all developments, configurations, models, integrations (including LLM and AI components), scripts, environments, and access provided or set up by the Company as part of the POC (proof of concept) or an innovation concept.<\/p>\n

Object and scope of use<\/em><\/p>\n

The POC Materials and Confidential Information are provided exclusively to the Client within the framework of the POC project as described in the offer. Any other use, production deployment, reuse for other projects\/clients, publication, or commercial exploitation is prohibited without prior written consent from the Company.<\/p>\n

Confidentiality and non-disclosure<\/em><\/p>\n

The Client agrees not to disclose Confidential Information or POC Materials to third parties, including its other service providers (e.g., webmaster, agency, integrator), without the prior written consent of the Company.<\/p>\n

The Client may only disclose these elements to members of its staff who strictly need to know them for the POC, under equivalent confidentiality obligations. The Client remains responsible for any breach by these individuals\/third parties.<\/p>\n

Classic exceptions: information (i) legitimately public without fault of the Client, (ii) already held without confidentiality obligation, (iii) received from a legitimate third party, (iv) required by law\/regulation (with prior notification and limited to what is strictly necessary).<\/p>\n

Specific prohibitions<\/em><\/p>\n

Copying, reproduction, adaptation, modification, reuse of configurations\/settings, prompts, diagrams, codes, connectors, or architectures to create an identical or substantially similar solution, particularly with the aim of providing it to other clients.<\/p>\n

Reverse engineering, decompilation, disassembly, or circumvention of technical protection measures, subject to applicable mandatory provisions.<\/p>\n

Training\/adjusting third-party models with prompts\/data\/settings derived from the POC, and on conducting or publishing benchmarks without written consent from the Company.<\/p>\n

Bypassing the Company to deal directly with its identified subcontractors\/suppliers to develop a competing solution based on Confidential Information\/POC Materials, for [12] months from the end of the POC.<\/p>\n

Intellectual Property and POC License<\/em><\/p>\n

The Company retains full ownership of its pre-existing materials, methods, know-how, POC Materials, and any development, improvement, or component created within the scope of the POC, unless otherwise stated in writing.<\/p>\n

\u00a0<\/em>Duration of obligations<\/em><\/p>\n

Confidentiality: 1 year from the end of the POC; for trade secrets, for the entire duration of their secret nature.<\/p>\n

Restricted use and prohibitions on reuse: during the POC and 12 months after its validation (or until the signing of a production contract, if earlier).<\/p>\n

Security, restitution, and deletion<\/em><\/p>\n

The Client commits to implementing reasonable security and access control measures (personal accounts, no key sharing, logs).<\/p>\n

Audit and Suspension<\/em><\/p>\n

The Company may, with reasonable notice, verify compliance with this clause (documentary audit or access control).<\/p>\n

In the event of a suspected or proven violation, the Company may immediately suspend or revoke access and deactivate the POC Equipment without compensation.<\/p>\n

Processing of personal data in accordance with the General Data Protection Regulation (GDPR)<\/strong><\/p>\n

The Company is committed to processing any data provided by the Client in compliance with the relevant legal and regulatory provisions, including Regulation (EU) 2016\/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter “the GDPR”).<\/p>\n

To deliver the requested services and\/or solutions the Company will process the Client’s personal data, including contact and identification information, and financial data. The following purposes for the collection of such data are as follows: (i) to enable the performance of contracts for the provision of services; (ii) to manage the relationship with the Client; (iii) to monitor the services provided; (iv) to enable the submission of invoices; (v) to promote the commercial relationship (marketing); (vi) to ensure the recovery of unpaid invoices; and (vii) to manage any litigation. The data will be retained for the duration necessary to fulfil the aforementioned purposes or the time necessary for the Company to fulfil its legal obligations.<\/p>\n

Access to personal data is strictly limited to employees who are authorized to process it during their responsibilities and are subject to a strict obligation of confidentiality.<\/p>\n

The Company will implement all necessary and reasonable technical and organizational measures to guarantee a high level of security for the processed data and to safeguard it from accidental or unlawful destruction, accidental loss, alteration, dissemination, unauthorised access, and any other form of unlawful processing.<\/p>\n

In accordance with the GDPR, the Client has the right to information, access, rectification, and erasure of personal data that pertains to them. They may also request the limitation of the processing or object to it for legitimate reasons.<\/p>\n

The Client acknowledges and consents to the collection and processing of its personnel data as outlined above by engaging with the Company.<\/p>\n

Applicable law & Jurisdiction<\/strong><\/p>\n

The present General Terms and Conditions are governed by Luxembourg law, and the courts of Luxembourg have jurisdiction. Nevertheless, the possibility of interim measures in any competent jurisdiction is not excluded.<\/p>\n

Other matters<\/strong><\/p>\n

The provisions of the Company\u2019s General Terms and Conditions may be amended at any time and without prior notice.<\/p>\n

If any of the stipulations of the present General Terms and Conditions or other contractual documents are rendered void, inapplicable, or unlawful, the validity of the other stipulations of these General Terms and Conditions or of the other contractual documents will not be impacted.<\/p>\n

No provision of the present General Terms and Conditions or of the other contractual documents may be interpreted as establishing a joint venture, partnership, or other commercial association that extends beyond the terms of the contractual documents. Company personnel who provide services to the Client are not regarded as employees of the Client in any capacity.<\/p>\n

The Client is prohibited from directly or indirectly soliciting any member of the Company\u2019s personnel with the intention of recruiting or hiring them (as an employee, consultant, or in any other capacity) during the performance of the contractual relationship and for a period of six (6) months following its completion.<\/p>\n

General Terms and Conditions of Sale and Provision of Services <\/strong>v.03.2026<\/strong><\/em><\/p>\n\n\n

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Subject & application The following general terms and conditions of sale and provision […]<\/p>\n","protected":false},"author":3,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-606","page","type-page","status-publish","hentry"],"aioseo_notices":[],"aioseo_head":"\n\t\t\n\t\n\t\n\t\n\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t