1.1 i-Hub S.A. ("i-Hub") with registered office at 208, rue de Noertzange, L - 3670 Kayl, Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Company Register under number B 208.799, authorised as a support professional of the financial sector within the meaning of Articles 29-2 and 29-4 of the Law of 5 April 1993 on the financial sector, as amended, under number I00000125, has developed a solution that consists of a database of information and related documents (“Documentation”) collected in the context of compliance with legal and regulatory obligations ("i-Hub Solution"). i-Hub Solution is subscribed by professionals that are subject to such legal and regulatory obligations (“Service Providers”).
1.2 i-Hub Solution enables these Service Providers the electronic storage Documentation as well as regular checks of the accuracy and validity of such Documentation.
1.4 In the event where the End-Client or the Related Party, as the case may be, is a minor or a natural person otherwise legally incapacitated (according to Luxembourg law), the Services shall exclusively be accessed by the legal representative(s) of the relevant End-Client (the "Legal Representative").
1.5 In the event where the End-Client or the Related Party, as the case may be, is a legal person, the Services shall exclusively be accessed by the authorised user(s), who is (are) previously and expressly named by the legal representative(s) of the concerned legal person in an authorised user access rights form (“Authorised User”).
1.6 User and i-Hub are each individually referred to as a "Party" and collectively as the "Parties". Please read the ToU carefully before using the Services. By using the Services, you, the User, expressly confirm to have read and understood the ToU and accept to be fully bound by the ToU, without any reservation. If you disagree with any part of the ToU then you must refrain from using the Services.
2.1 To the extent permitted by applicable law, User may access and consult the Documentation related to it/him/her, or related to the person that it/he/she represents as Legal Representative or Authorised User as the case may be, that are processed by the Service Provider(s).
2.2 User is also entitled to upload the Documentation related to it/him/her, or related to the person that it/he/she represents as Legal Representative or Authorised User as the case may be, to the extent such Documentation is requested by the Service Provider.
3.1 i-Hub or, as the case may be the Service Provider that has on-boarded the relevant End-Client’s / Related Party’s Documentation, as the case may be, in the i-Hub Solution provides Users with an unique activation code that will grant Users an one-time access to activate the account. Users will have to choose the way they want to log on to the i-Hub Solution (Luxtrust credentials or i-Hub logon credentials). Users are required to keep their Luxtrust credentials or their i-Hub logon credentials secret and to keep them in a safe place. User will inform i-Hub if User's unique i-Hub logon credentials are lost or stolen, in which case i-Hub is entitled to suspend the Services in accordance with Article i-Hub is entitled to suspend the Services or User's access to it in full or in part with immediate effect, without being due any compensation as a result: of these ToU and, at User's request, to send User a new activation code.
3.2 User warrants that it will use the Services with due care. User remains fully responsible for its fraudulent and/or unfair use or that of a third party if User tolerates or facilitates such use.
3.3 In the event of any security incident, meaning any act or attempted act of piracy, hacking and/or physical or other attack, or any other circumstance with possible negative impact on the security of the i-Hub Solution ("Security Incident"), User must inform i-Hub as soon as possible. User is responsible for Security Incidents (including any costs arising as a result of using the Services) attributable to it/him/her or that occur via User's credentials, except where this Security Incident directly and exclusively results from i-Hub’s act or omission. i-Hub may take any necessary measures to avoid or limit a Security Incident or the risk of a Security Incident or to limit a possible known Security Incident and, depending on the type of Security Incident and the risk for the User, will inform User in due time, especially if this is required by law.
3.4 Unless expressly agreed otherwise, User will use the Services in a personal capacity. User must not transfer, rent, licence or sell all or part of the Services to third parties.
3.5 User will inform i-Hub of any element necessary for the proper performance of the Services as soon as User becomes (or reasonably should have become) aware of it, including without limitation any damage to or malfunctioning of the Services and/or the i-Hub Solution and/or any Security Incident.
3.6 If User fails to comply with all or part of User's obligations arising under this Article 3 or there is reasonable doubt as to User's compliance, i-Hub (i) may not be held liable for the consequences of any delay or damage arising thereof and is entitled to (ii) refuse, suspend or postpone its intervention and/or the provision of all or part of the Services and to (iii) bill any additional costs and/or damage arising from this situation.
3.7 User agrees, irrevocably and unconditionally, to indemnify and hold harmless i-Hub as well as entities belonging to the same group that are involved in the provision of the i-Hub Solution, such as POST Luxembourg, eBRC S.A., Victor Buck Services S.A. and POST Telecom S.A., its representatives, employees and partners against any law suit, claim, liability, loss, cost, expenditure (particularly lawyer’s costs and fees, expert fees, court fees, potential compensation payments, loss of earnings, etc.) of any kind resulting directly or indirectly from User's failure to comply with User's obligations.
4.1 i-Hub is entitled to suspend the Services or User's access to it in full or in part with immediate effect, without being due any compensation as a result: (i) if required to do so by a competent authority or court, the applicable legislation and/or regulations, or if User has breached the legislation and/or regulations in force causing or likely to cause direct or indirect damage to i-Hub;
4.2 Without prejudice to Article Modification of the ToU and Services by i-Hub below, i-Hub will be entitled to terminate (User's access to) the Services, in whole or in part, with immediate effect, without any compensation being due as a result, in the following circumstances: (i) if a suspension measure as defined in Article i-Hub is entitled to suspend the Services or User's access to it in full or in part with immediate effect, without being due any compensation as a result: lasts more than fifteen (15) days; (ii) for reasons beyond the control of i-Hub, such as technological developments (including technological obsolescence of the i-Hub Solution entailing the end of the life of the Services) or constraints arising from the business relationship between i-Hub and its suppliers and/or clients; or (iii) if i-Hub has served prior notice on User demanding compliance with the legal or contractual requirements or termination of unlawful or fraudulent use or abuse by third parties, insofar as such use has been tolerated or facilitated by User and where User has not responded satisfactorily to the formal notice within one (1) month of it being served; (iv) in the event of termination of the agreements between i-Hub and all Service Providers with whom the End-Client has a contractual relationship.
4.3 In the event of termination of (User's access to) the Services, in whole or in part, under Article Without prejudice to Article 8 below, i-Hub will be entitled to terminate (User's access to) the Services, in whole or in part, with immediate effect, without any compensation being due as a result, in the following circumstances: (iii), User shall remain liable for all resulting damages.
4.4 Any force majeure event, including any legal or regulatory obstacles to provide the Services, will suspend the obligations arising from these ToU, including in the head of i-Hub any possible obligation to provide the Services, from the date of notification by the Party thus affected, to the other Party, for as long as it continues to occur. However, if such an event lasts for more than one (1) month, i-Hub will be entitled to terminate the Services.
5.1 Without prejudice to Articles 5.2 and 5.3, i-Hub may not be held liable with regard to User for any damage or prejudice: (i) that is not primarily attributable to it (notably in the event of force majeure or a Security Incident), in which case joint and several liability with other debtors is excluded; or (ii) resulting from the nature or content of the Documentation that is kept and/or that may also be shared, about User or that has been uploaded by the Users in the i-Hub Solution, it being understood that i-Hub does not make any warranties about such Documentation (including, without limitation, accuracy, completeness or fitness for any particular purpose); or (iii) resulting from a cause primarily attributable to User, notably in the event of non-compliance with a provision of Article 3; or (iv) resulting from a measure taken by i-Hub by virtue of Article 4.1
5.2 Without prejudice to Articles 5.1 and 5.3, the liability of i-Hub is also limited to: (i) foreseeable, direct, personal and certain damages, to the complete and express exclusion of all indirect or immaterial damage and/or any loss of turnover, customer base or contracts, any staff costs and/or any deterioration or distortion of data; and (ii) a total aggregate amount of 150 EUR.
5.3 The limitation of i-Hub's liability as set out in Articles 5.1 and 5.2 above does not apply to any damage or prejudice suffered by User as a direct result of gross and/or wilful negligence on the part of i-Hub.
7.1 User expressly recognizes and accepts that any intellectual property rights (including in particular any software and API's, trademarks, logos and any confidential information) in relation to the i-Hub Solution and to the Services (including the Websites and the App) belong to i-Hub and/or its licensors.
7.2 User has no right to use such intellectual property rights in relation to the i-Hub Solution and the Services (including the Websites and the App) for purposes other than their normal use under the terms of these ToU, except where expressly permitted by law.
8.1 i-Hub may modify at any time - at its discretion and maintaining the free of charge character of the Services - the means and terms for providing the Services, notably to keep track of business, technical and regulatory constraints. This includes the right of modification of these ToU.
8.2 Such modifications will be notified on the Websites and on the App at least one (1) month before their entry into force. User is therefore expected to regularly check the Websites and/or the App and the ToU to take note of any modifications as they are binding on Users from their mentioned dated of entry into force.
9.1 The fact that i-Hub does not exercise a right or remedy may not under any circumstance be interpreted as a waiver of such right or remedy.
9.2 The ToU contain the entire agreement between User and i-Hub with respect to the use of the Services and replace in relation thereto all prior (written or oral) agreements and exchanges. Any other terms that have not been expressly accepted by i-Hub are explicitly excluded.
9.3 If any provision of the ToU is found to be unenforceable, the remainder of the ToU shall remain in full force and effect as if such provision had never been contained herein.
9.4 i-Hub has the right to subcontract some (parts) of the Services to i-Hub group companies and affiliates such as POST affiliates, including but not limited to: (i) POST Luxembourg, (ii) eBRC S.A., (iii) Victor Buck Services S.A. and (iv) POST Telecom S.A.
10.1 Any terms that by their nature or otherwise reasonably should survive a cancellation or termination of these ToU shall also be deemed to survive, such as, but not limited to, Articles Liability (Liability), Data Protection (Data Protection), Intellectual Property (Intellectual Property), Survival (Survival) and Governing law - Jurisdiction (Governing law - Jurisdiction).
11.1 These ToU and the use of the Services are governed by Luxembourg law, with the exclusion of its conflict-of-laws rules.
11.2 The Parties undertake to seek an amicable settlement to any claim or dispute that may arise between them in connection with the ToU and the use of the Services before introducing any judicial proceedings. In this respect, any claim by User must be submitted in writing to the person responsible for complaint handling at the level of the management of i-Hub. Where User did not receive a satisfactory answer within one (1) month, User may file a request for mediation with the Luxembourg Financial Sector Regulator ("Commission de Surveillance du Secteur Financier" or "CSSF") within one (1) year after the filing of the complaint with i-Hub. This can be done via a form that can be downloaded or completed on the CSSF's website (http://www.cssf.lu/en/consumer/complaints/). If the User is a consumer, he/she may use the platform provided by the European Commission at the following address: https://webgate.ec.europa.eu/odr/
11.3 If the claim or dispute cannot be amicably settled within ninety (90) days after the request for mediation with the CSSF or any other alternative dispute settlement mechanism (which period may be extended in case the mediation procedure before the CSSF is still pending), either Party may submit it to the exclusive jurisdiction of the courts of the district of Luxembourg city.