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General terms and conditions of sale applicable to Up Luxembourg services

Update date: 16.08.2023

ARTICLE 1. DEFINITIONS

“Affiliate”: a restaurateur or merchant who is bound by an Affiliation Agreement with the issuer.

“Beneficiary”: any individual to whom Meal Vouchers via Up Luxembourg have been allocated in accordance with Applicable Law and who carries out Transactions with an Affiliate.

“Client”: the contracting party of Up Luxembourg, which intends to grant Meal Vouchers or any other service to its employees through Up Luxembourg Services.

“Order”: order specified by the Client in the Order file. The Order must imperatively be made by the Client via one of the following secure channels: (i) by completing and validating online the order file available in the “client space” of the Platform (ii) by downloading the Order file available in the “client space” of the Platform and then uploading it, completed, in this same “client space”; (iii) by sending to Up Luxembourg, if necessary through a standard file via SFTP. (iv) by activating, if necessary, an automatic monthly order as proposed on the Platform “client space”.

“Contract” or “Service Contract”: For Meal Vouchers or any other service provided by Up Luxembourg, the entire contract concluded between the Client and Up Luxembourg, including, if applicable, the Orders, the Service Contract and the present General Conditions (and any updates). The Contract is archived and accessible.

“Beneficiary’s Account”: contains the individual available balance of Meal Vouchers, accessible through the use of the Up Card or any other electronic payment method offered by Up Luxembourg, which allows the use of the payment service made available by Up Luxembourg in accordance with Applicable Law. The Beneficiary is the user of the Account.

“Up Luxembourg Card”: a physical or digital medium individual and personal to the Beneficiary, issued by UP Luxembourg, intended to be credited with the nominal value of the Meal Vouchers ordered by the Employer for the concerned Beneficiary and allowing the online authorization of a payment at the Affiliate from the Beneficiary’s Account. The Up Luxembourg Card is a means of payment. The Up Luxembourg Card is compatible for the authorization of transactions of Meal Vouchers. The Up Luxembourg Card has a validity period of 5 years. “Meal Voucher”: a non-negotiable digital title of a determined value and a validity of twelve months, granted by an employer for the strictly personal use of his employee, allowing him to take all or part of a meal or to buy foodstuffs from an Affiliate established in the Grand Duchy of Luxembourg

“Issuer”: Up Luxembourg SARL having its registered office at 9 rue du Laboratoire L-1911 Luxembourg, and registered in the corporate register under VAT number LU34961018 (email:
hello@up-Luxembourg.lu) whose activity consists in issuing and putting into circulation Meal Vouchers and reimbursing Affiliates.

“Intellectual Rights” All intellectual property rights, including logos, trademarks, trade names, copyrights, patents, technologies, industrial secrets, confidential information, concerning or related to the Meal Vouchers and/or the Services.

“Applicable Law(s)”: The laws and regulations, rules, circulars, and guidelines, existing and future, under any name, that apply to Meal Vouchers and this Contract. Particularly the grand-ducal regulation of December 29, 1986, implementing article 115, number 21 of the law concerning income tax as amended. **”Up Luxembourg Network”**: The network of Affiliates accepting UP Meal Vouchers as a means of payment.

“Parties”: the Client and Up Luxembourg.

“Platform”: A secure extranet platform “client space” designated by Up Luxembourg and dedicated to the Services accessible to Clients and Beneficiaries according to the functionalities, accessible via the site my.up-Luxembourg.lu. The Client has personalized access to the “client space” for managing their beneficiaries and orders. The Beneficiary also has personalized access to a myUp Luxembourg Profile, a “beneficiary” interface to benefit from the functionalities and services offered by Up Luxembourg, accessible via the Up Luxembourg website.

“Website”: the website of Up Luxembourg, namely https://www.up-luxembourg.lu

“Up Luxembourg Services”: Up Luxembourg issues, markets, and promotes Meal Vouchers in accordance with Applicable Law. A

“Service” is a service ordered by the Client and provided by Up Luxembourg. Also included, where applicable, are additional services provided or distributed by Up Luxembourg.

“Up Luxembourg”: Up Luxembourg SARL with its registered office at 9 rue du Laboratoire L-1911 Luxembourg, and registered in the corporate registry under VAT number LU34961018 (email: hello@up-Luxembourg.lu).

ARTICLE 2. PURPOSE

The purpose of these General Terms and Conditions, together with the Service Contract, is to set forth the applicable rules governing the rights and obligations of Up Luxembourg (Up Luxembourg sarl) and the CLIENT for the provision of Meal Vouchers via Up Luxembourg Services.

The Services Contract subscribed to by the Client and the Orders completed by the latter shall bind the latter definitively, Up Luxembourg only being bound subject to its acceptance thereof. Any subscription by the Customer to one or more Up Luxembourg services, in particular via the Website and the Platform, automatically implies unreserved acceptance of the present General Terms and Conditions of Sale, which the Customer acknowledges having read, without this acceptance being conditional upon a handwritten signature, in accordance with legal provisions.

ARTICLE 3. OBLIGATIONS OF UP LUXEMBOURG

Up Luxembourg undertakes to:
3.1 Create the Beneficiary Account for each Beneficiary on the basis of the data provided completely and accurately by the Customer.

3.2 Produce or replace the Card (1) for any Beneficiary, included in an Order, who does not yet have a Card (2) for any Beneficiary whose Card has expired (3) blocked by the Beneficiary and/or the Client following loss or theft. The contractual costs associated with the production of the Cards will be invoiced to the Customer.

3.3 Deliver the Cards to the Client at the address communicated by the Client and with all relevant information, within ten (10) working days (Saturdays, Sundays and public holidays not included) of acceptance by Up Luxembourg of the Client’s Order and registration of the Client’s payment, provided that the information contained in the Order is complete and correct. The Cards shall be delivered deactivated. Up Luxembourg shall inform the Client or the Beneficiary of the Card activation procedure.

3.4 Confirm to the Client at the email address indicated in the Order or any other useful means, the order of the nominal values of the Meal Vouchers.

3.6 Credit the Beneficiary Accounts with the amount of the Meal Vouchers indicated in the Order by the Customer, no later than the date on which the validity of the Meal Vouchers begins, provided that Up Luxembourg has received payment for the total nominal value of the Meal Vouchers stipulated in the Order and the related services.

3.7 Inform the Beneficiaries and/or the Customer by electronic mail to the corresponding email addresses indicated by the Customer and/or by text message, in accordance with the conditions stipulated in the Contract, when a Beneficiary Account is credited.

3.8 Providing Beneficiaries with the user functionalities set out in the General Terms and Conditions of Use, and in particular the following functionalities:

  • online processing of payment transactions made using the Up Luxembourg card or any other electronic payment method offered by Up Luxembourg;
  • Beneficiary Accounts are debited in First In First Out mode, with the vouchers with the shortest validity being used first;
  • consultation of the balance and the period of validity of the Meal Vouchers, via a secure Internet Site, by telephone, at no cost to the Beneficiary;
  • free blocking of the Card in the event of theft or loss, via a secure website or via the Up Luxembourg customer service (with the exception of telephone charges), in accordance with the provisions set out in the General Terms and Conditions of Use;
  • replacement of blocked cards within 10 working days (excluding Saturdays, Sundays and public holidays) with an increase in the validity date of the balances on the Beneficiary Account for a period of 10 days from the date on which the theft or loss of the Card is reported;
  • replacement of a defective card, returned to the address of Up Luxembourg by registered post, within 10 working days (Saturdays, Sundays and public holidays not included) of its receipt by Up Luxembourg. An effectively defective Card shall be replaced at the expense of Up Luxembourg. A Card deemed functional shall be returned at an administrative cost of €25. In the event of a defect due to improper use, a new Card shall be produced at the costs set out in the Service Contract. In the event of replacement, the validity date of the balances on the Beneficiary Account shall be increased by 10 working days.

3.9 Maintain its IT systems and their functionality in compliance with current legislation applicable to Meal Vouchers.

3.10 Invite authorised merchants likely to accept Up Luxembourg Cards to join and become Affiliates and to inform the Client and/or Beneficiaries of developments in the Up Luxembourg network.

3.11 Inform the Client of any new functionality or new means of payment compatible with its service. Inform the Client of any new product or Service offered to Beneficiaries by Up Luxembourg, whether or not subject to a prior request for registration by the latter.

3.12 Implement all reasonable means at its disposal to ensure uninterrupted access to its Internet Site, as well as to Up Luxembourg Services, and in particular to ensure that the Beneficiary is able to dispose of its Meal Vouchers without interruption.

  • The Beneficiary is obliged to inform Up Luxembourg as soon as possible of any technical problem or malfunction that it observes in the use of the Services or the Platform, in accordance with the provisions set out in the General Terms and Conditions of Use.
  • Up Luxembourg may, moreover, on its own initiative, interrupt, without prior notice, access to the Website, the Platform or certain Services (1) in order to prevent or remedy any deficiency or breakdown in its hardware, software or communications equipment, (2) if Up Luxembourg deems it useful, in particular, and without limitation, in the event of attempted piracy, misappropriation of funds, abuse/fraud or (3) in order to ensure maintenance or make improvements/securities.
  • Up Luxembourg shall also be entitled to suspend access to Up Luxembourg Services to a particular Beneficiary (1) if it deems this necessary to prevent or remedy abuse or fraud or use of the Services contrary to the purposes and General Conditions of Use, (2) if it has reasonable suspicions of such abuse/fraud/use, or (3) to comply with requests or instructions from competent persons, bodies or authorities.

3.13 Process all personal data of Beneficiaries received from the Customer in compliancé with the latter’s instructions (admitting that he is the Data Controller), the General Conditions of Use and the applicable legal or regulatory provisions on the protection of privacy (https://www.up-luxembourg.lu) and electronic communications.

ARTICLE 4. OBLIGATIONS OF THE CUSTOMER

The Customer undertakes to :
4.1 Communicate to Up Luxembourg, at any time including during their Order or subscription to one or more services of Up Luxembourg, precise and complete information, including personal data related to the Beneficiaries, in order to enable Up Luxembourg to (1) create new Beneficiary Accounts and Up Luxembourg Cards, (2) credit them, (3) adjust them according to the stipulations of the relevant legislation, and (4) update any communicated information necessary for the operation of the Up Luxembourg Service (for example, the status of a Beneficiary); and to communicate to Up Luxembourg any information about the Beneficiary that is reasonably necessary for Up Luxembourg to fulfill its obligations under the Contract.

4.2 Process Orders only through the secure channels described in article 1. If not, the Order will not be considered. The Client remains solely responsible for data communicated through non-secure channels. The Client commits to making their Orders carefully. Identification and correction of errors before placing an order is only possible in cases of online completion and validation of the Order as described in article 1, excluding other ordering channels.

4.3 Order Meal Vouchers for the number of Beneficiaries stated in the Service Contract, from the date mentioned in the Service Contract and at the intervals agreed in the Service Contract. By default, Meal Voucher Orders are monthly.

4.5 Comply with Applicable Law regarding Meal Vouchers. The Client commits to defend, guarantee, and indemnify Up Luxembourg from any damage, loss, and against any claim or recourse related to the non-compliance with obligations regarding the Meal Voucher of this article.

4.6 Pay, in accordance with article 5, the total amount of the nominal values of the Meal Vouchers and associated charges due for all Up Luxembourg Services on the bank accounts indicated by Up Luxembourg.

4.7 Authorize Up Luxembourg to offer additional services, where appropriate subject to an individual prior agreement of the Beneficiaries, as long as these proposals comply with Applicable Laws.

4.8 The Client confirms having received and read the General Terms and Conditions of Use – accessible on the website of Up Luxembourg which bind the Beneficiary to Up Luxembourg. The Client transmits them to the Beneficiaries and informs them that by activating the Cards, they agree to the General Terms and Conditions of Use and any updates. The Client guarantees and ensures the acceptance and compliance by all Beneficiaries of said General Terms and Conditions of Use and any updates. The Client commits to defend, guarantee, and indemnify Up Luxembourg from any damage, loss, and against any claim or recourse from third parties (including the Beneficiaries) resulting from any conduct contrary to the General Terms of Use by any of its Beneficiaries. This article 4.8 also applies to any other contractual document relating to a service provided by Up Luxembourg to a Beneficiary, in accordance with the Service Contract concluded between Up Luxembourg and the Client.

4.9 In the event of an Order error, whether placed by the Customer or a third party duly authorised to do so – for example the Customer’s trustee – or change of Order, or any other additional service not provided for in the Contract requiring intervention by Up Luxembourg’s support service, the Customer undertakes to compensate Up Luxembourg for the costs associated with mobilising its support service on the basis of a rate of 50.00 euros/hour, with a minimum of 90.00 euros (excluding VAT) per request for administrative service costs.

4.10 Bear the cost of issuing the Up Luxembourg Card, including the cost of replacing the Card in the event of expiry, loss, theft or damage rendering it unusable.

4.11 Assume responsibility for the loss, theft or deterioration of the Up Luxembourg Card from the time of delivery by Up Luxembourg;

4.12 Provide a valid postal address and email address in the Services Contract. The Customer accepts that any mail sent to it at one of these addresses shall be deemed́ to have been validly sent.

4.13 The Customer undertakes to update its personal data, either in the Platform’s Customer area, or by communicating them to Up Luxembourg’s customer service department.

ARTICLE 5. PRICES AND PAYMENT

5.1 Meal Vouchers are sold at a price equivalent to their nominal value, indicated in the Service Contract. The pricing conditions of Up Luxembourg Services are clearly stated in the Service Contract.

5.2 The monthly payment of the nominal value of the Meal Vouchers must be made at the time specified in the specific conditions appearing in the Service Contract and, in the absence of such, no later than upon receipt of the request for transfer or deposit related thereto. These payments are made to the bank account specified by Up Luxembourg, in accordance with Applicable Laws.

5.3 Payment for Services and applicable taxes is made monthly at the same time as the payment of the nominal values of the Meal Vouchers. These payments are made to the bank account indicated on the invoice. Fees related to the production of Up Luxembourg Cards, their replacement, delivery, and other related costs are paid upon receipt of the invoice. Beneficiary Accounts will only be credited once all due invoices have been fully paid.

5.4 Payments can be made, at the Client’s choice, by bank transfer to the accounts of Up Luxembourg indicated by Up Luxembourg or may be subject to a SEPA direct debit, after receipt of the corresponding direct debit mandate.

5.5 Without prejudice to the foregoing provisions, any delay in payment will automatically and without prior notice, (i) entail the exigibility of late interest from the date of due of the unpaid sums, calculated at the rate provided for in articles 3 (1) and (2) of the amended law of April 18, 2004, concerning payment deadlines and late interest, and (ii) entail, as damages for late payment, a sum equivalent to 15% of the unpaid principal amount with a minimum of 50 EUR will automatically and without prior warning. Any delay in payment furthermore authorizes Up Luxembourg to suspend, automatically and without prior notice, the Up Luxembourg Services until the complete payment of the amounts due.

5.6. The Beneficiary, holder of an Up Luxembourg Card and Meal Voucher(s), remains at all times responsible for their use. They are also responsible in case of loss, theft, lending, or damage to the Up Luxembourg Card.

5.7. The Beneficiary may request through their employer a second card for the same account. The Beneficiary remains fully responsible for this second card and the Transactions that occur through it.

ARTICLE 6. PRICE INDEXATION AND REVISION

6.1 Prices are valid for a period of twelve (12) months from the date of signature of the Services Contract.

6.2 Up Luxembourg will annually index the price of Up Luxembourg Services on the anniversary date of the Service Contract based on the STATEC labor cost index (national average), applying the following formula: new amount = (initial amount x 0.2) + (0.8 x initial amount x new index (= index of the previous December before the indexing) / starting index (= from the month of signing the Contract)). The starting index is the one valid in the month before the Service Contract was signed. ‘The new index’ is that of the month before the anniversary date of the signing of the Service Contract. If the STATEC index is no longer published or undergoes significant changes in content and form, an alternative index will be used.

6.3 The prices agreed in the Service Contract were established based on, among other things, the information provided at the date of signing the Service Contract, such as the number of Beneficiaries and the services ordered. Starting from the first anniversary of the Service Contract, Up Luxembourg reserves the right to modify all or part of the price of its services, subject to a three-month notice given to the Client by email. If the Client does not accept this revision, and by derogation from the contract duration stipulated in article 8.1 of these general conditions, the Client will have the right to terminate the Service Contract on the date the new Price becomes effective, provided they notify Up Luxembourg by registered letter at least 15 days before this date. Otherwise, the modified Price will be considered to have been expressly accepted without reservation by the Client. Notwithstanding the foregoing, any payment of an invoice applying the modified Price constitutes acceptance of the modified Price.

6.4 Notwithstanding the above, if the number of Beneficiaries mentioned in article 4.3 or the annual nominal order value communicated by the Client were to change by 15% or more (either increase or decrease), the Client will notify this change to Up Luxembourg. The Client expressly agrees that, in this case, Up Luxembourg may revise its pricing.

ARTICLE 7. INVOICING

Invoices are issued in electronic form. Electronic invoices shall be made available to the Customer on the Platform and sent by e-mail to the address indicated by the Customer. Up Luxembourg guarantees the authenticity of the origin of invoices issued in electronic format, the integrity of their content and their legibility. The evidential value of these electronic invoices is expressly accepted by the Customer.

ARTICLE 8. DURATION AND TERMINATION OF THE CONTRACT

8.1 Unless there are specific provisions to the contrary, the Contract shall commence upon signature and shall be concluded for a fixed term which may not be less than one (1) year from the date on which Up Luxembourg begins to provide the Services. Thereafter, the Contract shall be tacitly renewed each time for a period of one year unless one of the Parties terminates the Contract by giving notice by registered letter at least two (2) months prior to renewal.

8.2 In the event of a breach by the Customer of its obligations under the Service Contract, and in particular in the event of a breach of the obligations referred to in Articles 4 and 5, Up Luxembourg shall be authorised to terminate the Contract by operation of law, if the said breach is not fully remedied within 14 days following the sending of formal notice by Up Luxembourg.

8.3 Termination of the Contract (including early termination) to the Client’s detriment and grievance, for any reason whatsoever, shall automatically and without formal notice entail the Client’s obligation to compensate Up Luxembourg for any loss suffered as a result of or on the occasion of such termination, and in particular for the resulting loss of profit, this being set at the price of the services that would have been received by Up Luxembourg for the duration of the Contract remaining to run from the date of the breach, calculated on the basis of the average service invoiced to the Client throughout the period of the Contract in progress prior to the breach or, failing this, on the basis of the information communicated in the Services Contract, without prejudice to Up Luxembourg’s right to claim a higher amount, in the event of higher prejudice. Up Luxembourg shall invoice the Client for the amount corresponding to the aforementioned compensation.

8.4 In the event of termination, Up Luxembourg shall continue to provide the Services to the Beneficiaries, until the balance of their Beneficiary Accounts expires.

8.5 The present contractual relationship shall be terminated ipso jure in the event of the Client’s bankruptcy or in the event of approval of an application for judicial reorganisation of the Client.

ARTICLE 9. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights (including, but not limited to, copyright and the protection of computer programs and databases) relating to the Services, the Up Luxembourg Card, the Website or the Platform belong to Up Luxembourg, one of its subsidiaries, its licensors or its suppliers. The Contract shall not have the effect of alienating, in whole or in part, said intellectual property rights to the Client or the Beneficiaries.

ARTICLE 10. DATA PROTECTION

Up Luxembourg and the Client act as data controllers (Controllers) in the processing of personal data and ensure compliance at all times with the applicable data protection legislation and security laws.

The Client, who provides or makes available data to Up Luxembourg under this Contract, guarantees that they have the right to transfer the necessary personal data for the execution of this contract, in accordance with applicable data protection rules.

Up Luxembourg will process these data according to the terms set out in its Privacy Charter, which will be updated in light of the aforementioned regulations, with the primary goal of executing Up Luxembourg Services to the Client and Beneficiary in compliance with applicable laws and offering them any new products, which includes managing and archiving payment operations and other transactions, refunding electronic money, administering and managing contractual relationships, managing websites and platforms made available to the Beneficiary, verifying and testing the computer systems used, monitoring the regularity of operations, and preventing irregularities (such as money laundering, abuse, fraud, etc.).

Up Luxembourg commits not to disclose the personal data of the Beneficiaries to third parties, except to its suppliers or subcontractors as far as this communication is necessary for the execution of Up Luxembourg Services and the management of the contractual relationship with the Client. Up Luxembourg has the right to communicate personal data to any judicial or administrative authority in Luxembourg or abroad to the extent that it is required to do so under the prevailing regulations (documents on the Beneficiaries, their electronic money, and the transactions performed, etc.).

The duration of the processing of personal data will be limited to what is strictly necessary for Up Luxembourg to exercise its rights and fulfill its contractual and legal obligations.

The Beneficiary, and any other person concerned by the processing of their personal data, has the right to access their personal data, and the right to obtain the rectification of inaccurate data concerning them either by sending a letter to Up Luxembourg with a photocopy of their identity card, by following the procedure provided for this purpose on the secure site myUp-Luxembourg.lu, or by sending an email to the address provided.privacy@up-luxembourg.lu

SECTION 11. LIABILITY

11.1 Up Luxembourg is only responsible for its own intentional misconduct or gross negligence. Within legally permitted limits, it is not liable for minor negligence (occasional or otherwise).

Up Luxembourg cannot be held liable to the Client or the Beneficiary for any damage caused by a Force Majeure event or actions taken by competent Luxembourgish or European authorities. Consequently, and without this list being exhaustive, it is not liable for detrimental consequences (including, but not limited to, the unavailability of the Card, Meal Vouchers, the Platform, delivery delays, etc.) that result directly or indirectly from any circumstance beyond its reasonable control, including but not limited to fire or flood, power failures, strikes by its personnel or one of its suppliers or subcontractors, pandemics, errors or technical interruptions, telephone, postal services, private transport companies, or mobile operators.

Furthermore, Up Luxembourg cannot be held liable for any payment issues or other problems that occur as a result (1) of errors or inaccuracies in the information communicated by Affiliates to their clients regarding the use of the proposed payment system, or (2) of any technical or other issues occurring at an Affiliate.

Up Luxembourg is not responsible for any indirect damages, whether financial, commercial, or of any other kind, such as data loss, lost profits, increased overhead costs, disruption of business activities, third-party claims (including those from Beneficiaries), or loss of reputation or savings that might arise from or be related to the use of Up Luxembourg Services.

In cases where Up Luxembourg’s liability is engaged, its aggregated liability will, in any event and within legally permitted limits, be limited to damages that are the necessary, direct, foreseeable, and inevitable consequence of Up Luxembourg’s fault and in no case exceed the amount corresponding to 6 months of service provisions calculated based on the average billed to the Client within the 12 months preceding the last causal event, with a maximum of ten thousand (10,000) euros per year, covering all damages and causal events combined.

11.2 The Client shall bear the entire risk of malicious intent on its part or on the part of its Beneficiaries of Up Luxembourg’s Services and shall be fully liable for any abuse or fraud that members of its staff or other employees may commit in the use of Up Luxembourg’s Services and products and shall be fully liable to Up Luxembourg and third parties for the actions of its employee(s).

Up Luxembourg reserves the right to terminate its contract with the Client without notice or compensation if the Client or its employee(s) (1) use the Services for fraudulent purposes or (2) do not comply with or do not ensure compliance with the terms of the Contract or the General Conditions of Use.

The CUSTOMER undertakes to inform Up Luxembourg immediately in the event of suspected or proven fraud in relation to the Card and/or the Up Luxembourg Services concerned by this Contract, and to provide its full support and cooperation to Up Luxembourg in the event̀ fraudulent activitý is suspected. If it appears that the Customer has participated in this fraud, actively, passively, directly or indirectly, or has facilitated it, Up Luxembourg reserves the right to hold the Customer liable up to the total amount of the resulting damage.

ARTICLE 12 ASSIGNMENT AND SUBCONTRACTING

12.1 The Client may not assign its rights and obligations under this Contract or dispose of them in any other way without the prior written approval of Up Luxembourg. Any attempted assignment in violation of this article shall be unenforceable against Up Luxembourg.

12.2 The Client expressly authorizes Up Luxembourg to use subcontractors.

ARTICLE 13 APPLICABLE LAW AND JURISDICTION

This contract is governed by Luxembourg law. If no amicable settlement can be reached, any dispute relating to the conclusion, interpretation, performance or termination of this Contract shall be subject to the exclusive jurisdiction of the courts of Luxembourg. For the purposes of the present contract and all its consequences, the Customer elects domicile at the address mentioned in the Services Contract, where any communication, notification of judicial or extrajudicial acts may be validly made.

ARTICLE 14 MISCELLANEOUS

14.1 These General Terms and Conditions apply to the exclusion of all others and may be consulted at any time on the Website. The Customer waives the application of its own general and special terms and conditions, even if they specify that they alone are applicable. If one or more provisions of the Contract should be held to be illegal or inapplicable by virtue of a judicial or administrative decision, the other provisions shall not be affected and the provision(s) concerned shall, as far as possible, be replaced by one or more provision(s) of equivalent effect.

14.2 Up Luxembourg reserves the right to modify these General Terms and Conditions, in particular, but without limitation, in the event of a change in legislation intended to apply to Meal Vouchers or services provided by Up Luxembourg. The amended General Terms and Conditions shall be notified to the Customer by e-mail at least two (2) months before they come into force. Without prejudice to the foregoing, any performance of the Contract and in particular the payment of invoices or the validation of Orders shall constitute acceptance of the amended General Terms and Conditions.

14.3 In the event of incompatibility between the contractual provisions, the documents will prevail according to the following order of priority:

  1. The Service Contract ;
  2. The Command file ;
  3. These General Terms and Conditions.
  4. The special conditions issued by Up Luxembourg and applicable, where applicable, to additional services.

14.4 No delay, failure or waiver in the exercise or partial exercise of any right or remedy by either Party shall have the effect of limiting, impairing, excluding, waiving or otherwise affecting such right or remedy.