The website www.dih.lu (the “Website”) and the Digital Innovation Hub platform (the “Platform”) are 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").
These terms of use (the “Terms and Conditions”) between you and Luxinnovation govern your access to and use of the Platform. In those Terms and Conditions the terms “you”, “your” and the “User” refer to the natural person or the legal entity subscribing to the Platform and accepting the Terms and Conditions in order to access and use the Platform, either on its own behalf or on behalf of the legal entity contracting with Luxinnovation.
By accepting the Terms and Conditions, you agree to be bound by and abide by its terms and conditions. Your use of the Platform indicates your continued acceptance of the Terms of Use. You agree that the electronic acceptance of the Terms and Conditions is intended to have the same force and effects as if the Terms of Use were physically signed.
1. DEFINITIONS
"Account": the account created on the Platform by a company wishing to use the Service;
"Applicable Laws" means all laws, regulations and other requirements applicable in the Grand Duchy of Luxembourg, as amended;
“Data Protection Laws” means any data protection law applicable in 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 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": the User's login details allowing him/her/it to connect to the Account and access the Platform;
“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 and the User;
“Services” means the services provided by Luxinnovation on the Platform and consisting of the promotion, the matchmaking and relation setting bewtween offer and demand of digital transformations services and skills for the industry, as further described in section 4 of these Terms and Conditions;
“User Data” means all data, documentation, content or information submitted by or on behalf of the User when creating an Account, or as part of the use of the Platform, including without limitation personal data pertaining to the User.
2. SUBJECT
2.1. The purpose of these Terms and Conditions is to define the relationship between Luxinnovation and the Users in relation to the Platform and to set the conditions and terms of use of the Platform.
2.2. Luxinnovation provides the Website and the Platform for free in orde to increase collaboration among research organizations, business sector and society as a whole with the aim of accelerating the digital transformation of the industrial sector in Luxembourg.
2.3. The User who creates account and accepts these Terms and Conditions will be able to access the Platform and to benefit from its functionalities and the Services provided by Luxinnovation, as further described in section 4 of these Terms and Conditions.
3. OBLIGATIONS OF THE USERS
3.1. 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 Platform. The User acknowledges and agrees that when interacting with the other Users of the Platform, his/her Account information, including personal data, will be disclosed to such Users.
3.2. 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.
3.3. Information and Account. Users 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.
3.4. Acceptable use. Users agree to use the Platform and the Service in accordance with the Applicable Laws and within the limits described in these Terms and Conditions. When a User shares information and documents on the Platform he/she also agrees to comply with the rules of courtesy and good conduct, the Terms and Conditions and the Applicable Laws. In particular, Users agree not to use the Services:
3.4.1. to engage in, promote or encourage illegal activity;
3.4.2. to violate, or encourage the violation of, the legal rights of third parties;
3.4.3. to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
3.4.4. for any unlawful, invasive, infringing, defamatory or fraudulent purpose.
3.5. Moderation. Luxinnovation performs an a posteriori moderation of the information or contributions published on the Platform. The User understands and acknowledges 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.
3.6. Reporting. At any time, Users may report to Luxinnovation any inappropriate or unlawful conduct on the Platform and/or on the Website, including fraud, scams and bad business practice, by writing to [l-dih@luxinnovation.lu].
3.7. Termination or deletion of Account. The creation of an Account and membership of the Platform are non-exclusive and without minimum term of commitment. The User may request to be removed from the Platform at any time by writing to
l-dih@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 of these Terms and Conditions or violations of the Applicable Laws by the User, Luxinnovation has the right to delete the User's Account. In the latter case, Luxinnovation will notify the User in writing of its decision, stating the reasons for such removal without the User being entitled to any recourse or compensation.
4. SERVICES
4.1. The creation of an Account will enable the User to benefit from the functionalities of the Platform and the Services provided by Luxinnovation.
4.2. In particular, when using the Platform, the User will be able to:
Expose the needs for digital transformation services
Expose the offer of digital transformation services
Benefit from services relevant to digital transformation for the industry, e.a matchmaking between offer and needs
Receive news and communications pertinent to the above.
5. INFORMATION ON THE PLATFORM
5.1. The Users understand and accept that the information contained on the Platform is given for information purposes only and is not exhaustive. The Website and the Platform may thus not contain up to date and complete information.
5.2. 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 Website or to the Platform or the information, products, or services contained on the Website or on the Platform for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
5.3. 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 Website and on the Platform.
6. CONFIDENTIALITY
6.1. The Users will be able to use the Platform in order to share information and documents.
6.2. The Users acknowledge and agree that Luxinnovation and the pertinent Luxinnovation partners relevant to the Service, shall have access to the information and documents on the Platform.
6.3. The information and documents shared by the Users may contain confidential and proprietary information. Luxinnovation recommends only disclosing the information that is strictly necessary and to carefully select the information shared with the other participants in the Consortium. 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.
6.4. The Users undertake to treat all information disclosed by other Users of the Platform as confidential and use such information only in connection with the intended purposes of this Platform. The Users 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 Users undertake to apply all reasonable measures in order to avoid any access of third parties to this information. Notwithstanding this section 6.3, Luxinnovation recommends the participants of a Consortium to enter into non-disclosure agreements prior to sharing any confidential information.
6.5. 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.
6.6. 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.
6.7. The User however expressly authorizes Luxinnovation to use the User Data (excluding personal data within the meaning of the Data Protection Laws) in an anonymized and/or aggregated way for its own internal statistical and analytical purposes.
7. ACCESS TO THE WEBSITE AND THE PLATFORM
7.1. The Website and the Platform are provided on an "as is" and "as available" basis. Luxinnovation uses its best efforts to ensure that the Website and Platform are available and function properly 24 hours a day, 7 days a week. Nevertheless, Luxinnovation cannot exclude that access to and operation of the Website and the Platform 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.
7.2. Luxinnovation shall not be liable for any interruption of the Website, the Platform or the Service, whether voluntary or involuntary, it being understood that Luxinnovation will use its best efforts to limit any interruptions that may be attributable to it.
7.3. Through the Website 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
8.1. Luxinnovation retains its ownership of the Website and Platform (architecture, texts, titles, photography, sounds, images, illustrations, etc.), as well as all related Intellectual Property Rights.
8.2. You will not use nor disclose any such Intellectual Property Rights, nor any other information relating to the Platform technology, software or services, other than solely as necessary for your use of the Platform as expressly permitted under these Terms and Conditions and Applicable Laws. In addition, you 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.
8.3. You may not (i) sell, lease, transfer, make derivative works from, reproduce, redistribute or otherwise disseminate all or any part of the Platform to any third party, (ii) copy, alter, decompile or reverse engineer all or any part of the Platform. You may not remove, obscure or change any copyright, trademark or other notices or legends contained in or on the Platform or any content.
8.4. You 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.
8.5. Luxinnovation will hold the User harmless against any third-party claims or actions legally founded (including compensation of legal fees and expenses) that arise from a claim that use, exploitation or distribution of the Platform or part thereof infringes Intellectual Property Rights of a third party.
8.6. The Users retain their ownership of the documents and information uploaded to the Platform, as well as all related Intellectual Property Rights.
8.7. You agree that no information or document submitted by you to the Platform will violate any right of any third party, including Intellectual Property Rights or other personal or proprietary right(s). You agree to respect other Users’ Intellectual Property Rights, information and documents.
8.8. You further agree that no information or documents submitted by you to the Platform will be or contain libellous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the information or documents you download in the Platform.
8.9. 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. 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 Platform.
8.10. The User 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 User’s use of the Platform.
9. LIABILITY AND LIMITATION
9.1. Luxinnovation is the national agency for innovation. As part of our mission, we aim at accelerating the digital transformation of the industry. We provide the Website and the Platform for free to pursue this goal and shall thus not be liable in the event of any consequences resulting from your use of those tools.
9.2. 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 Website or the Platform.
9.3. 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 of Luxinnovation’s Intellectual Property Rights.
9.4. You recognise and accept that the Platform is 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 Platform 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.
9.5. 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 Platform. 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.
10. DATA PROTECTION
10.1. The Parties acknowledge and agree that each of them is subject to and complies at all time with the provisions of the Data Protection Laws. The User further warrants that any data subjects whose Personal Data is disclosed to Luxinnovation as part of the Terms and Conditions have been informed in accordance with the requirements of the Data Protection Laws.
10.2. Luxinnovation shall act either as data controller, when collecting the personal data pertaining to the Users (as described in section 10.3 below), and as data processor on behalf of the Users, when processing the personal data disclosed by the Users on the Platform (as described in section 10.4 below).
10.3. Luxinnovation acting as data controller.
10.3.1. In accordance with the provisions of the Data Protection Laws, Luxinnovation acting as data controller, collects stores and processes by electronic or other means the data supplied by the Users at the time of the creation of their Account for the purposes outlined below.
10.3.2. The data processed includes the name, employer, professional email address and phone number, competence, login and password (the “Personal Data”) of the User and/or the User’s representative (the “Data Subjects”).
10.3.3. The Data Subjects may, at their discretion, refuse to communicate the Personal Data to Luxinnovation. In this event however the Data Subjects will not be able to create the Account to access the Platform.
10.3.4. Personal Data supplied by the Data Subjects are processed by Luxinnovation in order to create and manage the Users’ Account, but also to enable the Data Subjects to use the functionalities of the Platform, to manage the relationship between Luxinnovation and the User, (i.e. to perform any pre-contractual measures as well as the contract entered into by the Users), to enable the User to access other platforms, tools and services provided by Luxinnovation and for prospective purposes (i.e. for the legitimate interests of Luxinnovation).
10.3.5. The Personal Data may also be processed by the Luxinnovation’s data recipients (the “Recipients”) which, in the context of the above mentioned purposes, refer to the Luxembourg Ministry of the Economy (Ministère de l’Economie), and any other entity providing calls on the Platform as well as any other third party supporting the activities of Luxinnovation. The Recipients may, under their own responsibility, disclose the Personal Data to their agents and/or delegates (the “Sub-Recipients”), which shall process the Personal Data for the sole purposes of assisting the Recipients in providing their services to Luxinnovation and/or assisting the Recipients in fulfilling their own legal obligations.
10.3.6. The Recipients may be located either inside or outside the European Economic Area (the “EEA”).
10.3.7. The Recipients and Sub-Recipients may, as the case may be, process the Personal Data as data processors (when processing the Personal Data on behalf and upon instructions of Luxinnovation and/or the Recipients), or as distinct data controllers (when processing the Personal Data for their own purposes, namely fulfilling their own legal obligations).
10.3.8. In accordance with the conditions laid down by the Data Protection Law, the Data Subjects acknowledge their right to:
access their Personal Data;
correct their Personal Data where it is inaccurate or incomplete;
object to the processing of their Personal Data;
restrict the use of their Personal Data;
ask for erasure of their Personal Data;
ask for Personal Data portability.
10.3.9. The Data Subjects may exercise their above rights by writing to Luxinnovation at the following address: 5, avenue des Hauts-Fourneaux, L-4362 Esch-sur-Alzette.
10.3.10. The Data Subjects also acknowledge the existence of their right to lodge a complaint with the Commission Nationale pour la Protection des Données (the “CNPD”) at the following address: 15, Boulevard du Jazz, L-4370 Belvaux, Grand-Duchy of Luxembourg.
10.3.11. Personal Data shall not be retained for periods longer than those required for the purpose of their processing subject to any limitation periods imposed by law.
10.4. Luxinnovation acting as data processor.
10.4.1. The User acting as data controller authorizes Luxinnovation to collect, store and process, as data processor, the Personal Data for the provision of its Services to be rendered hereunder to the User upon its specific or general instructions. Unless prior written authorization of the User has been obtained, Luxinnovation shall process the Personal Data as data processor for such purposes only.
10.4.2. When acting as a data processor in relation to Personal Data provided by the User, Luxinnovation shall:
only Process the Personal Data on the User’s documented instructions (whether in the Terms and Conditions or otherwise), unless required by EU or Member State law to which Luxinnovation is subject, in which case, Luxinnovation shall to the extent permitted by such law inform the User of that legal requirement before the relevant processing of such Personal Data. Subject to compliance with the present clause and the Data Protection Laws, the User hereby instructs and grants a general written authorization to Luxinnovation to process Personal Data;
comply and ensure that its sub-processors comply at all times with the Data Protection Laws, and confirms that it has put in place appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as risk of varying likelihood and severity for the rights and freedoms of natural persons, Luxinnovation shall implement such measures to ensure a level of security appropriate to the risk in accordance with article 32 of the GDPR;
promptly notify the User upon becoming aware of it, of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data processed by Luxinnovation or sub-processor, as well as any non-compliance with the applicable Data Protection Laws. In this regard, Luxinnovation shall provide the User with all appropriate information relating to the breach of security in accordance with article 33 of the GDPR;
ensure, in the case of processing by the sub-processor, that such processing is carried out under a written contract imposing on such sub-processor the same obligations as are imposed on Luxinnovation under the Terms and Conditions;
ensure that the Personal Data are not made accessible to its employees or any other third party who do not need to have access to such data in order to carry out their roles on the performance of its obligations under the Terms and Conditions, and who are not subject to appropriate statutory or contractual obligation of confidentiality;
not disclose Personal Data to any of its affiliate, sub-processor or any other third party located outside the European Economic Area in a country which does not ensure an adequate level of protection for Personal Data unless it has entered into a data transfer agreement in the form of the EU Commission approved model contractual clauses (as amended from time to time) or has taken any other measures satisfying the requirements of the Data Protection Laws for such disclosure. Luxinnovation shall monitor the compliance of its sub-processors with their obligations under the Data Protection Laws and shall be held liable for any breach thereof;
upon request of the User, Luxinnovation shall, without undue delay and at the choice of the User, delete or return all the Personal Data and any existing copies after the end of the provision of its assistance under this Terms, unless longer storage is required by any applicable law;
promptly notify the User if it receives any communication from a data subject or supervisory authority under any Data Protection Laws in respect of the Personal Data, including requests by a data subject to exercise rights in Chapter III of GDPR, and assist the User with responses to these communications;
provide reasonable assistance to the User in ensuring compliance with its obligations pursuant to Articles 35 and 36 of the GDPR taking into account the nature of processing and the information available to Luxinnovation;
to the extent permitted by law and subject to any relevant and applicable confidentiality obligation, provide the User, as it may reasonably request, with access to any Personal Data processed by Luxinnovation in relation with the provision of its services under the Terms. In this regard and in order to assess the compliance of Luxinnovation with its obligations under the Terms, Luxinnovation shall allow and contribute to audits conducted by the User or another auditor mandated by the User. The User shall bear all costs related to such audits and shall give Luxinnovation a prior notice of fourteen (14) business days.
11. UNILATERAL RIGHT OF MODIFICATION
11.1. Luxinnovation reserves the right to modify unilaterally, at any time, all or part of the Platform 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 Platform at its sole discretion.
12. MISCELLANEOUS
12.1. 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.
12.2. Relationship of the Parties. The contractual relationship between Luxinnovation and Users is intuitu personae and may not be transferred without the written consent of the Parties.
12.3. Amendments. Luxinnovation reserves the right to modify these Terms and Conditions at any time by notifying the Users beforehand in case of substantial amendment.
12.4. 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
13.1. The Terms and Conditions shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.
13.2. 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.