This website is provided by Luxinnovation GIE, a Groupement d’Intérêt Economique incorporated under the laws of the Grand-Duchy of Luxembourg and registered with the Luxembourg Trade Register under number C16, whose registered office is at 5, avenue des Hauts-Fourneaux, L-4362 Esch-sur-Alzette ("Luxinnovation" or "we").
In the context of its activities, Luxinnovation operates various websites (the “Websites”). The creation of an Account on one of these Websites automatically leads to the creation of an Account on all the Websites and more globally within the Client Relationship Management System of Luxinnovation.  The Account Holder and the User therefore acknowledges that:

1. the present terms of use (the “Terms and Conditions”) govern the User’s and the Account Holder’s access to and use of all Luxinnovation’s Websites;
2. acceptance of those Terms and Conditions applies equally to all such Websites.

In those Terms and Conditions the terms “you”, “your” and the “User” refer to the natural person subscribing to the Websites and accepting the Terms and Conditions in order to access and use the Websites, on its own behalf and on behalf of the Account Holder.
By accepting the Terms and Conditions:

1. you agree, on your own behalf and on behalf of the Account Holder, to be bound by and abide by its terms and conditions. Your use of any of the Websites indicates your continued acceptance of the Terms and Conditions. You agree that the electronic acceptance of the Terms and Conditions is intended to have the same force and effects as if the Terms and Conditions were physically signed. 
2. you confirm that you are duly authorised to represent and act on behalf of the Account Holder.

1. DEFINITIONS

“Account” means the account created on the Websites in order to use the Services;
“Account Holder” means the enterprise, company, entity or association from the public or private sectors on whose behalf an account Holder is created by the User;
“Account Holder Data” means all data, documentation, content or information submitted by or on behalf of the Account Holder when creating an Account, or as part of the use of the Websites, including without limitation business or Personal Data provided by the User.
"Applicable Laws" means all laws, regulations and other requirements applicable in the Grand Duchy of Luxembourg from time to time, as may be amended or replaced;
“Data Protection Laws” means any data protection law applicable in the Grand Duchy of Luxembourg from time to time (including but not limited to the GDPR and the Luxembourg law of 1st August 2018 on the organization of the National Commission for Data Protection and the general regime on data protection, as may be amended or replaced);
“Force Majeure Event” means any unforeseeable, irresistible and exceptional condition or event beyond the Parties’ reasonable control which prevents the affected Party from performing its obligations under the Terms and Conditions in whole or in part, arising from acts, events, omissions or non-events beyond its reasonable control, including power outages, third party technical malfunctions, epidemic, pandemic, quarantine, riots, war, acts of terrorism, fire, flood, storm, or earthquake and any disaster;
“GDPR” means the EU Regulation n°2016/679 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;
"Identifiers" means the User's login details allowing him/her/it to connect to the Account and access the Websites;
“Intellectual Property Rights” means, without limitation and where applicable, all present and future patents, utility models, ideas and rights to inventions (whether or not patentable or reduced to practice), improvements, all copyright and neighbouring rights (including without limitation moral rights, as well as the rights of reproduction, distribution, communication to the public, renting and lending), trademarks (whether registered and unregistered), service marks, rights in designs or models (whether registered or unregistered), brand names, product names, logos, slogans, trade names, company names and reputation, domain names, database right, rights in confidential and/or proprietary information (including without limitation know-how and trade secrets), rights in software (including without limitation algorithms, application programming interfaces, source, executable and object code, apparatus, circuit designs and assemblies), network configurations and architectures, concepts, marketing and development plans, methods and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Parties” means Luxinnovation, the User and the Account Holder;
“Personal Data” has the same meaning as in the GDPR;  
“Services” means all the services provided by Luxinnovation as part of its current and futures missions (current mission can be found under - may 2012 – RCSL C16);

2. SUBJECT

1. The purpose of these Terms and Conditions is to define the relationship between Luxinnovation, the Users and the Account Holders in relation to the Websites and to set the conditions and terms of use of the Websites and more globally within the Client Relationship Management System of Luxinnovation.
2. Luxinnovation provides Websites in order to increase collaboration among organizations, business sector and society as a whole with the aim of meeting major societal challenges and strengthening Luxembourg competitiveness. Luxinnovation acts as an intermediary in the collaboration between those actors.
3. The User who creates an Account and the Account Holder on whose behalf the Account is created accept these Terms and Conditions and will be able to access all Luxinnovation’s Websites and to benefit from their functionalities and the Services provided by Luxinnovation. 

3. OBLIGATIONS OF THE USERS AND ACCOUNT HOLDERS

1. Account creation and admission. Companies, entities or associations from the public and private sectors wishing to benefit from the Services must create an Account on the Websites.

The Account Holder acknowledges and agrees that it is validly represented by the User.  In specific situations – and in particular to meet the requirements of any relevant Luxembourg authority – Luxinnovation reserves the right to request additional information in order to confirm the identity of the User and the Account Holder and the User's ability to act on behalf of the Account Holder. The User and the Account Holder undertake to provide any information required in this respect.

2. Identifiers. The User undertakes to keep his/her Identifiers secret and not to disclose them in any form whatsoever. The storage, use and transmission of the Identifiers is the sole responsibility of the User. Luxinnovation shall not be liable for any loss, misuse, abuse or fraudulent use of the Identifiers. The use of the Account should be personal and any use of the Identifiers will be presumed to have been made by the registered User.
3. Information and Account. The User and Account Holder are required to provide accurate information when creating an Account and are responsible for keeping this information up to date and for amending it when necessary. 
4. Acceptable use. The User and Account Holder agree to use the Websites and the Services in accordance with the Applicable Laws and within the limits described in these Terms and Conditions. When a User or Account Holder share information and documents on the Websites they also agree to comply with the rules of courtesy and good conduct, the Terms and Conditions and the Applicable Laws. In particular, the User and Account Holder agree not to use the Services:
   1. to engage in, promote or encourage illegal activity;
   2. to violate, or encourage the violation of, the legal rights of third parties;
   3. to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
   4. for any unlawful, invasive, infringing, defamatory or fraudulent purpose.
5. Moderation. Luxinnovation performs an a posteriori moderation of the information or contributions published on the Websites. The User and Accoung Holder understand and acknowledge that Luxinnovation may, on its own initiative or upon notification by another User, remove any content that violates these Terms and Conditions or the Applicable Laws, without any justification and/or prior notice. 
6. Reporting. At any time, the User or Account Holder may report to Luxinnovation any inappropriate or unlawful conduct on the Websites, including fraud, scams and bad business practice, by writing to DPO@luxinnovation.lu. 
7. Termination or deletion of Account. The creation of an Account and membership of the Websites are non-exclusive and without minimum term of commitment. The User and/or Account Holder may request to be removed from the Websites at any time by writing to DPO@Luxinnovation.lu. Termination will take place within fifteen (15) days of receipt of the request by Luxinnovation. In case of serious violations by the User and/or Account Holder of these Terms and Conditions or violations of the Applicable Laws by the User and/or Account Holder, Luxinnovation has the right to delete the Account. In the latter case, Luxinnovation will notify the User and/or Account Holder in writing of its decision, stating the reasons for such removal without the User and/or Account Holder being entitled to any recourse or compensation.

4. SERVICES
   1. The creation of an Account will enable the User and Account Holder to benefit from the functionalities of the Websites and the Services provided by Luxinnovation.
   2. The Services provided by Luxinnovation are not mandatory. 
   3. In case an application by a User and/or Account Holder to a public service via Luxinnovation’s Websites is rejected / not accepted by the relevant Luxembourg authorities, the User/Account Holder shall directly contact the relevant Luxembourg authorities should they wish to receive details on the decision taken by the authority in question.

The User and Account Holder acknowledge and agree that Luxinnovation, which only acts only as an intermediary, shall not be held liable of any decision taken by the Luxembourg authorities.
In any event, the Account Holder retains the possibility to apply directly to the relevant Luxembourg authorities.

5. INFORMATION ON THE WEBSITES
   1. The User and Account Holder understand and accept that the information contained on the Websites is given for information purposes only and is not exhaustive. The Websites may thus not contain up to date and complete information.
   2. While Luxinnovation endeavours to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Websites or the information, products, or services contained on the Websites for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
   3. In no event Luxinnovation will be liable for the information uploaded by third parties and any damage which may arise as a result of any inaccuracy or incompleteness in the information contained on the Websites.

 

6. CONFIDENTIALITY AND ACCOUNT HOLDER DATA
   1. The User and Account Holder will be able to use the Websites in order to access information, share information and documents. 
   2. The User and Account Holder warrant that they have the right to share all Account Holder Data they upload to the Websites.  In particular, Luxinnovation shall not be liable if the User and/or Account Holder share information that they were not authorised to share.
   3. The User and Account Holder acknowledges and agrees that when interacting with the other Users of the Websites, part or all of the Account Holder Data, including business and Personal Data, could be disclosed to such Users. 
   4. The Users acknowledge and agree that the Account Holder Data may also be processed by the Luxinnovation’s data recipients (the “Recipients”) which, in the context of the above mentioned purposes, refer to any third party supporting the activities of Luxinnovation.

For the aforementioned purposes, Luxinnovation may transfer the Account Holder Data to:

• its institutional partners (Luxembourgish ministries, administrations or/and federations, Professional Chambers, University, Public research organisations, Embassies, Trade organisations) or non-institutional partners (Luxembourgish Private research organisations, service providers for the joint organisation of events for example),
• its service providers for the sending of newsletters and other publications;
• its subcontractors that process data on its behalf.

 

6. 5. The information and documents shared by the User and/or Account Holder may contain confidential and proprietary information. Luxinnovation shall not be held liable for any claims, penalties, loss, damage or expenses howsoever arising out of or in connection with the disclosure of information and documents by a User and/or Account Holder.
   6. The User and Account Holder undertake to treat all information disclosed by other Users of the Websites as confidential and use such information only in connection with the intended purposes of this Websites. The User and Account Holder in particular undertake neither to pass this information on to any third party nor to make available this information in any other way to any third party. The User and Account Holder undertake to apply all reasonable measures in order to avoid any access of third parties to this information.
   7. The confidentiality obligations under this Section 6 shall not apply to the extent that information (i) is publicly available or becomes publicly available without a violation of these obligations, or (ii) was lawfully received from any third party, or (iii) is already known by the receiving party, or (iv) must be disclosed pursuant to judicial, administrative or mandatory rules or orders, always provided that the extent of the disclosure shall be kept as limited as possible and the receiving party shall notify the other party of a required disclosure prior to such disclosure, unless such notice could not reasonably be given, or (v) was independently developed by the receiving party without usage or reference to the information of the other Party. The Party that relies on one or more of the aforementioned exemptions has to prove the alleged underlying facts.
   8. Unless agreed otherwise, the confidentiality obligations of the Parties shall remain binding for three (3) more years beyond the termination of these Terms and Conditions.
   9. The User and Account Holder however expressly authorize Luxinnovation to use the Account Holder Data (excluding Personal Data within the meaning of the Data Protection Laws) in an anonymized and/or aggregated way in the context of its missions and for statistical and analytical purposes. 
7. ACCESS TO THE WEBSITES
   1. The Websites are provided on an "as is" and "as available" basis. Luxinnovation uses its best efforts to ensure that the Websites are available and function properly 24 hours a day, 7 days a week. Nevertheless, Luxinnovation cannot exclude that access to and operation of the Websites may be temporarily or permanently interrupted, in particular, but not limited to, in case of Force Majeure Events, malfunctioning of the User's equipment, malfunctioning of the Internet network, maintenance operations, etc. 
   2. Luxinnovation shall not be liable for any interruption of the Websites or the Services, whether voluntary or involuntary, it being understood that Luxinnovation will use its best efforts to limit any interruptions that may be attributable to it. 
   3. Through the Websites you are able to link to other websites which are not under the control of Luxinnovation. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

 

8. INTELLECTUAL PROPERTY
   1. Luxinnovation retains its ownership of the Websites (architecture, texts, titles, photography, sounds, images, illustrations, etc.), as well as all related Intellectual Property Rights. 
   2. The User and Account Holder will not use nor disclose any such Intellectual Property Rights, nor any other information relating to the Websites technology, software or services, other than solely as necessary for your use of the Websites as expressly permitted under these Terms and Conditions and Applicable Laws. In addition, the User and Account Holder shall not take any action that would infringe, misappropriate, violate, jeopardize or impair such Intellectual Property Rights, or the Intellectual Property Rights of third parties, or the legality and/or enforceability thereof. 
   3. The User and Account Holder may not (i) sell, lease, transfer, make derivative works from, reproduce, redistribute or otherwise disseminate all or any part of the Websites to any third party, (ii) copy, alter, decompile or reverse engineer all or any part of the Websites. The User and Account Holder may not remove, obscure or change any copyright, trademark or other notices or legends contained in or on the Websites or any content.
   4. The User and Account Holder shall promptly notify Luxinnovation in writing of any written threat, warning or notice of any claim or action adverse to Luxinnovation’s Intellectual Property Rights. 
   5. The User and Account Holder retain their ownership of the documents and information uploaded to the Websites, as well as all related Intellectual Property Rights.
   6. The User and Account Holder agree that no information or document submitted by them to the Websites will violate any right of any third party, including Intellectual Property Rights or other personal or proprietary right(s). They agree to respect other Users’ Intellectual Property Rights, information and documents.
   7. The User and Account Holder further agree that no information or documents submitted by you to the Websites will be or contain libellous or otherwise unlawful, abusive or obscene material. The User and Account Holder are and shall remain solely responsible for the information or documents uploaded to the Websites.
   8. Luxinnovation shall not be held liable for any claims, penalties, loss, damage or expenses howsoever arising out of or in connection with the disclosure of information and documents by a User and/or Account Holder. Consequently Luxinnovation shall not be held liable in the event of any violation of the Users of a third parties’ Intellectual Property Rights arising out of or in connection with the use of the Websites.
   9. The User and/or Accoung Holder shall defend and hold Luxinnovation harmless from and against any claim, lawsuit, or other proceeding, loss, cost, liability, or expense (including court costs and reasonable fees of attorneys and other professionals) to the extent arising out of the use of the Websites.
9. PROTECTION OF PERSONAL DATA
   1. Each Party recognizes that, in the context of their relationship, it will need to process Personal Data received from the other Party and/or third parties at a Party’s request (such as, but not limited to, employee personal details). Each Party:

• • will process this Personal Data as an independent data controller and;
  • with regard to Personal Data transmitted by the other Party, commits to comply with the Data Protection Laws and in particular to ensure that its processing of the Personal Data is lawful, fair and transparent and to make available to the data subjects a privacy statement that fulfils the requirements of the Personal Data Regulation.

1. 2. If in such a context the User and/or Account Holder provides Luxinnovation with Personal Data, the User and Account Holder undertake to communicate Luxinnovation’s Privacy Notice to the data subjects.
   3. The Parties agree that:

• • if one of them is required to process Personal Data as a data processor on behalf of the other within the meaning of the Data Protection Laws, the Parties shall sign a data processing agreement before starting to process the Personal Data; 
  • if the Parties are required to process Personal Data as joint controllers within the meaning of the Data Protection Laws, they shall sign a joint controlling agreement before starting to process the Personal Data.

9. 4. The Parties agree that if Personal Data has to be transferred outside the European Economic Area, they will put in place any additional contractual or technical measure that would be necessary to comply with the requirements of the GDPR in this regard.
10. LIABILITY AND LIMITATION

Luxinnovation is the national agency for innovation. The group's mission is:
- To undertake, by all human, material and electronic means, any action of information, assistance and liaison, on both the national and the international level, with the aim of promoting R&D and innovation, technology transfer and the creation of innovative companies in the Grand Duchy of Luxembourg;
- To raise awareness and inform companies, research organisations, R&D and innovation project initiators as a one-stop shop for R&D and innovation on all aspects, developments and instruments related to R&D and innovation, technological and non-technological, to the creation of innovative companies and to the transfer of technologies both in Luxembourg and on Community and international level;
- To raise awareness and inform the general public about innovation, creativity, design and research and development;
- To assist companies, research organisations and R&D and innovation project initiators and to guide them in the identification of their innovation needs as well as in the definition, organisation, implementation and management of their R&D and innovation projects and programmes;
- To promote and facilitate technology transfer, the creation of innovative companies or companies using new technologies, technological cooperation between companies, research organisations, R&D and innovation project initiators and innovation experts, to encourage communication and scientific and technical collaboration in all its forms and to lead innovation clusters;
- Promote national, EU and international aid schemes to companies, research organisations and R&D and innovation project initiators and approve innovation advisory and support service providers;
- To communicate on its own initiative to the ministers responsible for the economy, small and medium-sized enterprises or public sector research, any information or proposal relating to the implementation of R&D and innovation policies in the private and public sectors;
- To study and analyse, at the request of one of the ministers responsible for the economy, small and medium-sized enterprises or public sector research, any project or programme of a company, research organisation or R&D and innovation project initiator requesting the benefit of an aid scheme or measure or any other matter relating to R&D and innovation, the creation of innovative enterprises and technology transfer.

10. 1. - The Agency may be entrusted by the ministers responsible for the economy, small and medium-sized enterprises or public sector research, after decision by the Government in Council, with the coordination or management, in whole or in part, of national measures and programmes or of Luxembourg's participation in international cooperation programmes in the field of R&D and innovation. 
    2. In particular, to the extent permitted by Applicable Laws, Luxinnovation shall not be liable for any special, incidental, direct or indirect, punitive or consequential damages, or for any loss of data, opportunity, reputation, profits or revenue in connection with the Websites.
    3. Nothing in the Terms and Conditions and shall exclude or limit liability (i) for fraud; (ii) that is not permissible under Applicable Laws; (iii) for infringement by the User and/or Account Holder of Luxinnovation’s Intellectual Property Rights.
    4. You recognise and accept that the Websites are provided and can be used “as is”, with the result that Luxinnovation, as well as its sub-contractors or any third party contractually linked to Luxinnovation, decline any explicit or implicit guarantee, including, and without limitation, any guarantee against hidden defects or guarantee that the use of the Websites will be secure, rapid, without interruption, without error or without infection by virus taking into account the constraints inherent in making available a software connected to the internet. 
    5. Luxinnovation may never be held responsible for any defect and declines any guarantee with respect to information, documents, functionalities or applications provided by third parties and that may be accessed by the User through the Websites. In such case, any User’s recourse shall be against the third party provider within the limit of the third party provider’s own terms of use as accepted by the User.
11. UNILATERAL RIGHT OF MODIFICATION 
    1. Luxinnovation reserves the right to modify unilaterally, at any time, all or part of the Websites in particular in case of technical, legal or case-law developments or to implement of new functionalities. Luxinnovation may, for example, modify the visuals, graphic charts and other elements and/or contents of the Websites at its sole discretion.
12. MISCELLANEOUS
    1. Entirety. These Terms and Conditions contain and set forth the entire intention of the Parties and supersede any other agreement, understanding or arrangement, whether oral or written, relating to or in connection with the subject matter of the Agreement.
    2. Relationship of the Parties. The contractual relationship between Luxinnovation and User and Account Holder is intuitu personae and may not be transferred without the written consent of the Parties.
    3. Amendments. Luxinnovation reserves the right to modify these Terms and Conditions at any time by notifying the User and/or Account Holder beforehand in case of substantial amendment.
    4. Severability. Should any one condition of these Terms and Conditions become invalid, the validity of the other conditions will remain unaffected.
13. GOVERNING LAW AND JURISDICTION
    1. The Terms and Conditions shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. 
    2. The Parties irrevocably agree that any disputes arising out of or in connection with the Terms and Conditions shall be submitted exclusively to the courts of the City of Luxembourg, Grand Duchy of Luxembourg.