It is important to read, understand and accept each of the following terms, as any use of Up Luxembourg Services and any access to the Website and the Application are governed by these General Conditions of Use. By using Up Luxembourg Services, the Beneficiary acknowledges having been fully informed by Up Luxembourg and accepts without reservation the present General Conditions of Use. This Preamble forms an integral part of the General Conditions of Use.

ARTICLE 1. DEFINITIONS

For the purposes of these terms of use, the following words shall, when used with a capital letter, and unless the context requires a different interpretation, have the following meanings:

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

“Application”: the mobile application of Up Luxembourg, which the Beneficiary can download to their mobile device (smartphone), and which allows them to access their myUp Profile, obtain information about the Services, while benefiting from various functionalities, as outlined in the Practical Terms.

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

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

“Beneficiary Account”: the electronic money issued by Up Luxembourg against funds provided by the Beneficiary’s Employer, representing a claim on Up and allowing the use of the payment service made available by Up, in accordance with the Applicable Law. The Beneficiary Account is an account funded directly by the Employer. The user of this account is the Beneficiary.

“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 (if applicable), the Service Contract, and these General Conditions (and their eventual updates). The Contract is archived and accessible.

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

“Conditions”: these terms of use which primarily govern the issuance of electronic Vouchers and payments made by the Beneficiary using the Card or any other electronic payment means or service offered by Up Luxembourg, while also governing access to and use of the Site, the secure myUp Site, and the Application.

“Up Luxembourg Card” or “Card”: an individual and personal physical or digital medium issued by Up Luxembourg to the Beneficiary, intended to be credited with the face value of the Meal Vouchers ordered by the Employer for the relevant Beneficiary and allowing online authorization of a payment with an Affiliate from the Beneficiary’s Account. The Up Luxembourg Card is a means of payment. The Up Luxembourg Card is compatible for authorizing Meal Voucher transactions. The Up Luxembourg Card has a validity period of 5 years.

“Meal Voucher”: a non-negotiable digital voucher of a determined value and valid for twelve months, granted by an employer for the strictly personal use of its employee, allowing them to have all or part of a meal or to purchase foodstuffs from an Affiliate established in the Grand Duchy of Luxembourg.

“Issuer”: Up Luxembourg SARL with its registered office at 9 rue du Laboratoire L-1911 Luxembourg, and registered in the register of legal entities under VAT number LU34961018 (email: [email protected] [email protected]hello@up-Luxembourg.lu)

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

“Applicable Law(s)”: The existing and future laws and regulations, rules, circulars, and guidelines, under any designation whatsoever, which apply to Meal Vouchers and to this Contract. Specifically, the Grand-Ducal Regulation of December 29, 1986, implementing article 115, number 21 of the law concerning income tax as amended.

“Login and Password”: login and password provided by Up allowing access to the Services and functionalities as well as to the myUp Profile.

“myUp Profile”: Secure interface dedicated to the Beneficiary containing information regarding their Beneficiary Account, as well as access to various Services and functionalities offered by Up. The myUp Profile is accessible by the Beneficiary via the Application and the secure myUp Site, activated by the Beneficiary in accordance with the Practical Terms.

“Practical Terms”: the practical terms of use of the Services as they will appear at any time on the Website and the Application. These Practical Terms will be regularly updated. The features offered on the website, mobile application, information brochure, and the procedures proposed by Up are an integral part of the Practical Terms.

“Up Luxembourg Network”: All Affiliates accepting UP Meal Vouchers as a means of payment.

“Platform”: Secure extranet platform “customer area” designated by Up Luxembourg and dedicated to the Services accessible to Clients and Beneficiaries according to the functionalities, accessible via the website my.up-Luxembourg.lu. The Client has personalized access to the “customer area” for the management of its 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”: Up Luxembourg website, 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, if 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 register of legal entities under VAT number LU34961018 (email: hello@up-Luxembourg.lu).

“Secure myUp Site”: Secure area of the Website designated by Up, accessible via the website my.up-Luxembourg.lu, allowing the Beneficiary to access their myUp Profile, obtain information about the Services, while benefiting from various functionalities.

“Balance”: balance of electronic money available in a Beneficiary’s Beneficiary Account, i.e., the nominal value of the funds initially paid by the Employer to Up, minus the value of all payments made by the Beneficiary using the payment system provided by Up.

ARTICLE 2 PURPOSE AND SCOPE

Up operates an electronic payment service of the “Meal Voucher” type, allowing Beneficiaries to instruct Up, using the Up Card or any other electronic payment means offered by Up, to execute a payment in the form of an electronic money transfer to third parties, up to the available balance on their Beneficiary Account at the time of this instruction and in accordance with the applicable law governing the type of Voucher concerned.
Up may also offer other ancillary services, if any, in partnership with third parties, as specified in the Practical Terms. These services are subject, if applicable, to specific contractual conditions and/or, in any case, to these general terms of use. In the event of inconsistency or contradiction between the specific contractual conditions and these general terms of use, the specific contractual conditions prevail.

Up may, without being liable for any compensation, make any modifications or improvements to the Services that it deems useful or necessary to ensure the continuity, development, and security of its Services, particularly to adapt its Services to technical standards or any legal or regulatory changes that may affect the provision of the Services.

These Terms govern the use of the Services by Beneficiaries. They are available for consultation at any time on the Website and the Application. Up recommends that the Beneficiary print these Terms or save them to the hard drive of their computer. The relevant provisions of these Terms also govern access to the website by any user who is not a Beneficiary.

ARTICLE 3 CAPACITY

The Beneficiary expressly declares that he/she has the legal capacity to use the Services and/or has received the required authorisations from his/her Employer to use the Services and guarantees Up against any liability that may result for it from the use of the Services in disregard of this Article 3.

ARTICLE 4 CONDITIONS FOR USE OF SERVICES

4.1 Remittance and activation of payment method
When the Beneficiary’s Employer has signed a service contract with Up Luxembourg, Up will issue, on behalf of the Beneficiary indicated by the Employer, a Card or, for certain services, will only create a specific myUp Profile for the Beneficiary. If applicable, the card will be sent to the address provided by the Employer and distributed under the care of the Employer. The Employer is responsible for the proper distribution of the Cards, and in particular for formally identifying the member of its staff, i.e., the Beneficiary, when distributing the new cards. Upon receipt of the Card, the Beneficiary will be asked to activate it according to the Practical Terms. At this point, the Beneficiary can also access the Secure myUp Site or the Application to activate their myUp Profile.

The funds transfer to Up by the Employer will be carried out according to the conditions set forth in the service contract signed between the Employer and Up. The amount transferred to this Beneficiary Account has a limited validity period, depending on the Applicable Law. The expiration date may be amended following (1) a declaration to Up’s customer service, on the Secure myUp Site, or on the Application, in case of theft or loss, or (2) unavailability of our systems attributable to Up.

Up will then confirm to the Beneficiary that their Beneficiary Account has been credited by sending an SMS if the SMS option has been chosen by the Employer and provided that the Beneficiary has provided a valid mobile phone number when activating their Card or myUp Profile. If the Employer has not activated the SMS option, the Beneficiary will be notified by email provided that a valid email address was provided when activating their Card or myUp Profile.

Otherwise, no notification can be sent to them. In certain specific cases, the Employer may request Up to activate the accounts of all or some of its Beneficiaries. In this case, the Employer undertakes to inform its Beneficiaries of these Terms and their acceptance by them.

Under no circumstances will the Beneficiary’s email and mobile phone data, or the details of the Beneficiary’s transactions, be communicated to the Employer.

The Beneficiary can check their Balance and the validity of the Meal Vouchers as indicated in the Practical Terms.
Up may also communicate a Code or password to the Beneficiary by sending an SMS to their mobile phone number or to their email address.

Up remains at all times the owner of the payment means provided under the Up brand. The Beneficiary, holder of a compatible payment means, is at all times responsible for the use of this payment means and undertakes to use it as a “good family father”. They are also responsible in case of loss, theft, or damage to the payment means.

4.2 Terms and conditions of payment
The electronic money is intended for payment in the form of electronic money transfer to Affiliates, accepting the means of payment issued by Up, according to the terms and within the limits provided in the Practical Terms and the Applicable Law. Payment can be made using the Up Luxembourg Card, through the payment terminal presented to the Beneficiary by the Affiliate. It can also take place without using the Up Luxembourg Card, through the Affiliate’s website or application, using their Beneficiary Account associated with their myUp Profile. The use of the Card and electronic payment is described in the Practical Terms.

Payment transactions from an Affiliate using Meal Vouchers issued by Up Luxembourg are processed online.

Any payment instruction received by Up is subject to prior checks before execution by Up, to verify the validity of the payment instruction. These checks include, in particular, the Balance recorded with Up in the Beneficiary’s Beneficiary Account.

Once the validity checks are completed, if the payment instruction is valid, the payment will be definitively executed by Up. It will become irrevocable at that moment, and the Beneficiary cannot request its cancellation. Up will definitively and irrevocably record the payment in its computer database by reducing the Balance held by the payment initiator with Up by the paid amount and increasing the Balance held by the payment receiver with Up. If the payment instruction is not valid, the payment will not be executed, and Up will inform the initiator of the payment instruction.

At the time of their use, electronic Meal Vouchers are divisible. During a payment, Up respects the “first-in-first-out” principle: it prioritizes the Meal Voucher with the shortest validity.

4.3 Recognition of payment
The Beneficiary acknowledges that any payment in the form of Electronic Money made or received via the Services of Up Luxembourg is discharged as if said payment had been made by the remittance of cash or scriptural money by the sender of the payment to the receiver, and therefore waives the right to invoke article 1243 of the Civil Code or any other legal provision to contest the payment.

4.4 Value dates
Up credits the Affiliate in accordance with Applicable Law.

4.5 Access to the myUp Profile, secure myUp Site or Application
The Beneficiary may access his/her myUp Profile, via the secure myUp Site or via the Application, by means of his/her Login and Password which will have been communicated to him/her by Up and changed by the Beneficiary in accordance with the Practical Terms and Conditions.

4.6 Transaction history
All operations concerning a Beneficiary (execution of a payment) will be included in an electronic extract drawn up after each day during which operations have taken place, which the Beneficiary may consult on his/her myUp Profile via the secure myUp Site or the Application, using his/her Login and Password. The Beneficiary will also be able to consult all the transactions relating to their Beneficiary Account for the current month as well as for the three previous calendar months.

4.7 Requesting information
Any request for information relating to a transaction or a Service may be sent to the following e-mail address hello@up-luxembourg.lu

4.8 Information on expiry of Meal Vouchers
Up Luxembourg undertakes to notify the Beneficiary by SMS at least ten days before the expiry of (part of) his/her Electronic Meal Vouchers, if the SMS option has been chosen by the Employer and on condition that the Beneficiary has entered a valid mobile telephone number when activating his/her Card or myUp Profile. If the Employer has not activated the SMS option, the Beneficiary will be notified by email provided that he/she has entered a valid email address when activating his/her Card or myUp Profile. Otherwise, no notification will be sent.

4.9 Loss or theft
In the event of loss or theft of the Card, the medium may be blocked simply, quickly and free of charge via an emergency number on 07/805.33.77, the secure myUp Site, the Application or by means of an SMS to the number described in the Practical Modalities. Up will provide the Employee with a new medium within ten working days, in order to avoid the expiry of the Securities. This new medium must enable the balance of Meal Vouchers to be used at the time the loss or theft is reported. To this end, the period of validity of the Meal Vouchers is automatically extended by ten working days after the theft or loss is reported.

4.10 Specific conditions for meal vouchers
Electronic Meal Vouchers are valid for twelve months from the time they are credited to the Beneficiary’s Account. Electronic Meal Vouchers are credited each month, in one or more instalments, to the Beneficiary’s Account according to the number of days in that month during which the Beneficiary is likely to provide services, in accordance with the provisions of article 19bis of the Royal Decree of 28 November 1969 implementing the Law of 27 June 1969 revising the Decree-Law of 28 December 1944 on social security for workers. The electronic meal voucher can only be accepted as payment for a meal or for the purchase of ready-to-eat food.

ARTICLE 5 REMUNERATION AND EXPENSES

Any remuneration and fees payable to Up for the Services or for the reimbursement of the Electronic Money shall be invoiced to the Employer in accordance with the Service Contract concluded between Up and the latter.

These fees and charges shall under no circumstances be deducted directly by Up Luxembourg from the Balance in accordance with Applicable Law.

SMS messages sent to Up by the Beneficiary to check the balance, provide information on the latest transactions or block a Card shall be billed directly by the mobile telephone operator to the Beneficiary, at the rates indicated in the Practical Terms and Conditions. SMS messages activating the service and SMS messages notifying that the Beneficiary Account has been credited or the expiry of Securities (sent only when the Employer has activated this option) are also free of charge to the Beneficiary. Emails sent to the Beneficiary pursuant to these Conditions are also free of charge.

The medium issued by Up that the Beneficiary uses for payment by Meal Certificate in electronic form is free of charge for the Beneficiary.

In the event of an indication of loss or theft, the Meal Certificate Balance in electronic form may not be used to pay for the replacement medium.

ARTICLE 6 NON-INTERVENTION IN RELATIONS BETWEEN THE BENEFICIARY AND THE MEMBER

Up offers an electronic payment service based exclusively on electronic money. In the context of payment, Up Luxembourg therefore does not intervene in any capacity or at any time in the relations that may exist between the Beneficiary and an Affiliate. In particular, Up Luxembourg assumes no responsibility as to compliance by the Beneficiaries and/or Affiliates with their possible reciprocal obligations, nor as to the nature of the transfer of Electronic Money (payment of a debt/service/product, donation, loan, undue payment, etc.) or as to the validity or accuracy of the payment.

When the Beneficiary holding a Beneficiary Account pays an Affiliate by means of a Meal Certificate, it is clearly understood that the products purchased correspond to the products authorised by Applicable Law.

ARTICLE 7 COMMITMENTS AND AUTHORISATIONS OF THE BENEFICIARY

The Beneficiary undertakes to use the Up Luxembourg Services in good faith, for legal purposes only, and in compliance with these Conditions and the Practical Terms.

The Beneficiary is solely responsible for safeguarding their means of payment issued by Up Luxembourg, as well as the PIN code (when active) of their Card and their Login and Password enabling them to access the Up Luxembourg Services and functionalities, their myUp Profile, and to use them for online payments. They agree to keep their Codes, Login, and Password secret (and notably, for this purpose, to immediately delete from their mobile phone’s memory any SMS containing their Code) and will take all necessary precautions to prevent third parties from using the Up Luxembourg Services and thus disposing of their electronic money without their consent. The Beneficiary must immediately inform Up Luxembourg, following the Practical Terms, of any event likely to lead to such abuse (such as the loss of their Up Luxembourg card, Code/Login, and Password, etc.), as well as any abuse or fraud they have observed. Upon receipt of this notification by Up Luxembourg, Up Luxembourg will block the Beneficiary’s Balance and render the Beneficiary’s Code/Login and Password inoperative, in order to limit the Beneficiary’s damage. The Balance may subsequently be unblocked at the Beneficiary’s request, according to the Practical Terms. It is understood that the Beneficiary is solely responsible, and to the exclusion of Up Luxembourg, for any payment made, if any, without their consent, using their Card or any other electronic payment means offered by Up Luxembourg, using their Code, Login, and Password.

The Beneficiary expressly authorizes and mandates Up Luxembourg, but only if necessary, in the execution of the Up Luxembourg Services or for the purpose of identifying or preventing fraud or unlawful acts, to collect information about them on their behalf from their Employer or their mobile phone operator.

All questions regarding the number of received Vouchers or the value credited to Beneficiary Accounts must be addressed to the Beneficiary’s Employer.

ARTICLE 8 COMMITMENTS AND RESPONSIBILITIES OF UP LUXEMBOURG

8.1 Up Luxembourg’s commitments
Up Luxembourg commits to comply with applicable legislation, especially regarding privacy and personal data processing (see Article 14 below). Up Luxembourg undertakes to keep the Beneficiary informed of the evolution of the Up Luxembourg Network accepting means of payment issued or compatible with Up Luxembourg. This information is regularly updated on its website www.up-luxembourg.lu or accessible in the Application. Up Luxembourg will invite establishments likely to accept means of payment compatible with Up Luxembourg to join the system.

Up Luxembourg will maintain its computer systems in accordance with the Applicable Law regarding Meal Vouchers. Up Luxembourg commits to implementing all reasonable means at its disposal to ensure uninterrupted access to its Website and Application, as well as its Services, and will make every effort to ensure that the Beneficiary can access their electronic money without interruption. Despite these efforts, some technical problems may occur, rendering the Services, Website, or Application temporarily unavailable. If necessary, and without prejudice to Up Luxembourg’s right to invoke force majeure, and given that Up Luxembourg’s obligation in this area is only an obligation of means. The Beneficiary is obliged to inform Up Luxembourg promptly of any technical problem or malfunction they observe in the use of the Services, Website, or Application, in accordance with the provisions set forth in the General Terms of Use. Up Luxembourg may also voluntarily interrupt, without notice, access to the Website, Application, or certain Services (1) to prevent or remedy any potential deficiency or breakdown of its hardware, software, or communication equipment, (2) if Up Luxembourg deems it necessary, notably, and without limitation, in case of hacking attempts, fund diversion, abuse/fraud, or (3) to perform maintenance or make improvements/security enhancements. Where reasonably possible, Up Luxembourg will endeavor to inform the Beneficiary in advance of planned interruptions. Up Luxembourg cannot be held responsible for damages suffered by the Employer, Beneficiaries, or Affiliates resulting possibly from these suspensions.

However, Up Luxembourg undertakes to extend the current validity of Meal Vouchers for a duration equivalent to any interruption of Up Luxembourg’s Services attributable to Up Luxembourg, which would have made it impossible for Beneficiaries to use the Up Luxembourg Card at an Affiliate. Up Luxembourg will also be entitled to suspend access to the Services for a particular Beneficiary (i) if it deems it necessary to prevent or remedy abuses or frauds or uses of the Services contrary to the purposes and conditions of the Services, or (ii) if it has reasonable suspicions of such abuses/frauds/uses, or (iii) to comply with requests or instructions from competent persons, bodies, or authorities.

8.2 Responsibilities of Up Luxembourg
Up Luxembourg is responsible for its fraud or gross negligence. Within legally authorized limits, it is not responsible for minor faults (occasional or not).

Without prejudice to other causes of exclusion or limitation of liability provided for in these Conditions or Practical Terms, Up Luxembourg is solely responsible for its fraud or gross negligence. Within legally authorized limits, it is not responsible for minor faults (occasional or not).

Up Luxembourg cannot be held liable towards the Client or the Beneficiary for any damage caused by force majeure or measures taken by the competent Luxembourg or European authorities. Consequently, and without this enumeration being exhaustive, it is not liable for the detrimental consequences (including, but not limited to, the unavailability of the Card, Meal Vouchers, the Platform, delivery delays, etc.) resulting directly or indirectly from any fact beyond its reasonable control, including (1) fire or flood, (2) power outage, (3) strike by its staff or one of its suppliers or subcontractors, (4) pandemics, (5) errors, or (6) technical interruption or (7) other activities of Luxembourg or foreign telegraph, telephone, postal, private transport companies, or mobile phone operators. Up Luxembourg cannot, furthermore, under any circumstances, be held liable for any payment or other problem arising as a result of (1) errors or inaccuracies in the information provided by Affiliates to their customers regarding the use of the payment system offered, (2) any technical problem or other issue occurring at an Affiliate.

Up Luxembourg is not liable for any indirect, financial, commercial, or other damages, such as data loss, loss of profit, increased overhead costs, disruption of business activities, third-party claims (including Beneficiaries), loss of reputation, or savings resulting from or related to the use of Up Luxembourg Services. In cases where Up Luxembourg’s liability is incurred, its aggregate liability will, in any event and within legally permitted limits, be limited to damages that are the necessary, direct, foreseeable, and unavoidable consequence of Up Luxembourg’s fault and cannot exceed the sum corresponding to 6 months of service provision calculated on the average billed to the Client in the 12 months preceding the last triggering event, with a maximum of ten thousand (10,000) euros per year, all damages and triggering events combined.

Up Luxembourg cannot, under any circumstances, be held liable for any payment or other problem arising as a result of (1) errors or inaccuracies in the information provided by Merchants to their customers regarding the use of the payment system offered (including errors in the provided Shortcodes, etc.), (2) any technical problem or other issue occurring at a Merchant.

In all cases where Up Luxembourg’s liability is incurred, it will be limited to damages that are the necessary, foreseeable, and unavoidable consequence of Up Luxembourg’s fault and cannot, under any circumstances, lead to compensation for indirect financial, commercial, or other damages. Within legally permitted limits, Up Luxembourg’s liability per Beneficiary will always be limited to the available Balance on the Beneficiary’s Account at the time of the fault committed by Up Luxembourg.

Up Luxembourg may under no circumstances be held liable vis-à-vis the Beneficiary for any form of damage that may be the consequence, in whole or in part, of a breach, even involuntary, by the Beneficiary of the Conditions or Practical Modalities.

ARTICLE 9 DURATION AND TERMINATION OF THE CONTRACT

The beneficiary has a Beneficiary Account following the signing of an agreement with their Employer. Their Employer has entered into a service contract with Up Luxembourg, and the beneficiary has been clearly identified by their Employer as a recipient of meal vouchers issued by Up Luxembourg. These terms and conditions, unless specifically stated otherwise, apply to all supplies of meal vouchers by Up Luxembourg to the beneficiary.

The Employer is able to terminate its contract, in accordance with the provisions set out in the service contract between the Employer and Up Luxembourg. Upon the Employer’s final payment, Up Luxembourg will issue the final meal vouchers to the beneficiaries. Up Luxembourg undertakes to maintain its services for the beneficiary until the expiration date of the last balance.

No indemnity can be claimed by the beneficiary for the consequences of the termination of the service contract between their Employer and Up Luxembourg, regardless of the cause, even if the contract has been terminated by the Employer due to serious misconduct by Up Luxembourg.

Up Luxembourg reserves the right to terminate this agreement without notice and without any compensation by sending an SMS to the beneficiary’s mobile phone number or an email to the beneficiary’s email address, in the event that:
– Up Luxembourg deems it necessary to ensure the security or integrity of its services, its website, or its application;
– The beneficiary uses the services or features of the website or application in a fraudulent or abusive manner.

ARTICLE 10 DISPUTES

Within the legally authorised limits, any complaint or dispute of any kind whatsoever relating to (1) a malfunction of a Service, the Website or the Application, (2) information of any kind whatsoever emanating from Up Luxembourg or appearing on the Website or the Application, (3) an error committed in the execution of a payment or any other Service, (4) non-execution (as defined in article 9 above) by Up Luxembourg, must be notified by the Beneficiary to Up Luxembourg by registered post to the following address: 9 rue du Laboratoire or by email to the following email address: ( hello@up-luxembourg.lu), failing which the Beneficiary’s right to dispute shall lapse, within 10 working days following the day during which the Beneficiary became aware or may be presumed to have become aware thereof. The Beneficiary is presumed to have become aware of an SMS or email on the day that Up Luxembourg sends the SMS or email.

Up Luxembourg does not participate in any system of out-of-court settlement of complaints and claims by its Customers or Beneficiaries, without prejudice to the possibility of concluding, on a case-by-case basis, an agreement organising such an out-of-court settlement.

ARTICLE 11 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 Conditions shall not have the effect of assigning, in whole or in part, said intellectual property rights to the Client or the Beneficiaries.

ARTICLE 12 RECORDING AND PROCESSING OF BENEFICIARIES’ PERSONAL DATA – NATURAL PERSONS

Up Luxembourg and the Client act as data controllers and ensure, at all times, compliance with applicable data protection legislation and security regulations.

Up Luxembourg will process this data, in accordance with the provisions of its Privacy Policy, which will be updated in light of the aforementioned Regulation, primarily for the purpose of providing Up Luxembourg services to the Client and the Beneficiary in compliance with Applicable Laws and offering them any new product, including but not limited to managing and archiving payment transactions and other operations, refunding electronic money, administering and managing contractual relationships, managing websites and platforms made available to the Beneficiary in this context, verifying and testing the computer systems used, monitoring the regularity of operations, and preventing irregularities (such as money laundering, abuse, and fraud prevention, etc.).

Up Luxembourg undertakes not to disclose the personal data of Beneficiaries to third parties, except to its suppliers or subcontractors to the extent that such disclosure is necessary for the performance of the Services and the management of the contractual relationship with the Client.

Up Luxembourg has the right to disclose personal data to any Luxembourg or foreign judicial or administrative authority to the extent required by applicable regulations (documents on Beneficiaries, their electronic money, and transactions, 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 to obtain the rectification of inaccurate data concerning them either by sending a letter to Up Luxembourg with a copy of their identity card, or by following the procedure provided for this purpose on the secure myUp website, or by sending an email toprivacy@up-luxembourg.lu

ARTICLE 13 SPECIFIC CONDITIONS FOR USING THE APPLICATION OR ACCESSING THE SECURE MYUP SITE

13.1.
Steps to follow to use the Application or access the myUp secure Site.
To access the secure myUp Application and Site for the first time and use the Services accessible through it, the Beneficiary must follow various steps, as defined in the Practical Modalities.

In any event, he/she must read these Terms of Use, expressly accept them by ticking the corresponding box, and validate his/her registration request (it being understood that the Beneficiary has the option of printing these documents and/or saving them on a device). Upon registration, the Beneficiary will receive the General Terms and Conditions in a confirmation email. In addition, the Beneficiary may at any time request to receive the General Terms and Conditions in paper format at the following address: hello@up-luxembourg.lu

Technical means are put in place to ensure that all the required information has been provided by the Beneficiary and a summary is offered to the Beneficiary before validation, to enable him/her to check the accuracy of the data provided.

13.2.
Application-specific requirements
The Application should be considered as digital content that is not provided on tangible media. By downloading the Application, the Beneficiary agrees that performance begins before the end of the withdrawal period, thereby expressly acknowledging that they waive their right of withdrawal.

The Beneficiary using the Application must ensure at all times that their equipment (particularly their device), hardware, and software are adequate and compatible for loading and using the software and databases made available by Up Luxembourg through the Application.

The Beneficiary can find in the Practical Terms all relevant information regarding the functionalities of the Application, as well as its interoperability with certain hardware or software, of which Up Luxembourg has reasonable knowledge, as well as information on applicable technical protection measures.

New versions of the Application are regularly made available to Beneficiaries through the app store, such as the App Store or Google Play. In this case, a message informing them of these updates and their main characteristics will appear on their device.

By downloading these updates, the Beneficiary accepts the modifications made to the Application or the Services resulting from them. They undertake to regularly download updates, and at the latest within one month of their availability. The Beneficiary is informed and accepts that if they do not install certain updates, Up Luxembourg may suspend access to the Application. The Application can be downloaded free of charge by the Beneficiary through an online store (such as the App Store or Google Play). The Services accessible through the Application are provided to the Client without payment of a price.

13.3.
Requirements common to the Application and the Website
The Beneficiary agrees to use the Application and access the Website – as well as the Services provided through them – in accordance with these Terms of Use and any other applicable legal or regulatory provisions.
In particular, they undertake to provide accurate personal information and not to use the Application or access the Website for illegal purposes or to infringe upon the rights of Up Luxembourg or third parties.

The Beneficiary remains at all times responsible for the security of their Beneficiary Account and for all instructions and/or Commands operated via their Account. It is expressly prohibited to provide access to their Beneficiary Account, to sell or lend their Beneficiary Account to a third party. The Beneficiary will not share their credentials (login and/or password). The Beneficiary undertakes not to take any action that could compromise the security of the Application or the Website. The Beneficiary is solely and exclusively responsible for the content they disseminate on the internet in their dedicated spaces. The Beneficiary undertakes that their content and comments will not infringe upon the rights of third parties (respecting intellectual property rights, non-discrimination regulations, and privacy regulations). They will refrain from any form of communication that is racist, sexist, defamatory, abusive, pornographic, and/or apologetic of crimes against humanity. Up Luxembourg reserves the right to review the comments and content posted by the Beneficiary and may, in the event of a violation of the terms of use, remove or censor prohibited content.

ARTICLE 14 MISCELLANEOUS PROVISIONS

14.1.
Proof
Communications via SMS, email, as well as notices on the secure part of the Website or the Application are valid modes of communication under these Conditions.

All information contained in the computer database of Up Luxembourg relating, in particular, to instructions and payment confirmations received from Beneficiaries, SMS sent by Up Luxembourg, refund requests, and other requests received from Beneficiaries, as well as the execution of payment and refund operations by Up Luxembourg (including the date and time of these instructions/confirmations/requests/operations and SMS and their content), shall have evidential force until proven otherwise, like a written document signed in original on paper.
Documents emanating from Up Luxembourg reproducing this data and the unalterable, secure, and reliable traces engraved on Up Luxembourg’s computer systems of this data are considered probative, until proven otherwise. Up Luxembourg can prove access to the Website and the receipt/sending of SMS by any appropriate electronic means. The unalterable, secure, and reliable traces engraved on Up Luxembourg’s computer systems shall serve as proof of such access/receipt/sending.

Unless proven otherwise by the Beneficiary, copies or reproductions of documents produced by Up Luxembourg have the same evidential value as the original. The parties acknowledge that specific requests or conditions may be subject to particular acceptance by the Beneficiary on the Website or the Application. The Beneficiary is presumed to have made this specific request or accepted these specific conditions by clicking on an “I accept” icon on the Website or the Application. Proof of these acceptances as well as the acceptance of these Conditions may be provided by Up Luxembourg by any appropriate electronic means.

14.2.
Archiving the contract
Information relating to contracts concluded with Beneficiaries shall be archived by Up Luxembourg. The Beneficiary may access the archived contracts for which it was one of the contracting parties by making a request by e-mail to the following address: hello@up-luxembourg.lu, or by post to the following address: 9 rue du Laboratoire L-1911 Luxembourg, provided that the contract concerned is clearly identified. These archived contracts are not made available to third parties under any circumstances.

14.3.
Indivisibility
If any provision of these Conditions is invalid for any reason whatsoever, the contracting parties agree that the other provisions shall remain in full force and effect. The void, invalid, illegal or inapplicable clause will be retroactively replaced by a valid and applicable clause whose content is as close as possible, in economic or functional terms, to that of the original clause.

14.4.
Modification of the Conditions
Up Luxembourg is entitled to modify the Terms and Conditions at any time and shall publish the modified Terms and Conditions on the Website and the Application, the Beneficiary also being informed of such modification by email, provided that a valid email address has been entered when activating his/her Card or myUp Luxembourg Profile. The new Conditions shall come into force at the earliest one month after their publication on the Up Luxembourg website and the Application, and notification to the Beneficiary. In the event of disagreement, the Beneficiary is invited to contact Up Luxembourg.

ARTICLE 16 APPLICABLE LAW AND SETTLEMENT OF DISPUTES

The Terms and Conditions are governed by, and will be interpreted in accordance with, Luxembourg law. Any dispute relating to the acceptance by the Beneficiary, the validity, interpretation or performance of these Terms and Conditions will fall within the exclusive jurisdiction of the courts and tribunals of the Grand Duchy of Luxembourg.