- Luxurynsight has developed a digital Platform for the actors of the luxury industry based on its data science and luxury expertise. Through this platform, Luxurynsight provides its clients with strategic data related to the luxury ecosystem.
- The purpose of the General Terms & Conditions is to define the conditions under which Luxurynsight provides its Services to its Clients and grants them a license to use the Platform and the Data. By requesting the creation of an Account on the Platform and/or accessing Luxurynsight’s Services by any means whatsoever, the Clients and the Authorized Users declare to acknowledge and unreservedly accept the General Terms & Conditions.
- The General Terms & Conditions, along with the Agreement Framework and any Specific Conditions executed between the client and Luxurynsight, constitute the contractual framework governing Luxurynsight’s Services. In case of contradiction, the provisions of the Specific Conditions and/or the Agreement Framework shall prevail on the provisions of the General Terms & Conditions.
- “Account”: any account created by Luxurynsight allowing the Client and its Authorized Users to access the Platform and to benefit from its Services.
- “Authorised Users”: any natural person authorised by the Client, in accordance with the Agreement Framework, to access the Services and the Platform and acting under the responsibility and on behalf of the Client.
- “Client”: any person or entity which places an order to purchase any Services by Luxurynsight.
- “Customised Services”: services provided by Luxurynsight which are specially developed or modified for the Client.: services provided by Luxurynsight which are specially developed or modified for the Client.
- “Client’s Content(s)”: Contents shared by the Client and/or its Authorised Users on the Platform via their Account. Contents include, but are not limited to, comments, analysis, graphics, information, and news.
- “Data”: any information, of any kind, provided by Luxurynsight to the Client in the frame of the Services through the Platform or by any other means. Such information includes, but is not limited to, data, contents, analyses, graphics, opinions, calculations, research, information, news and reports provided by Luxurynsight.
- “Fee(s)”: Fees that the Client shall pay to Luxurynsight for the Services and/or the Customised Services, as set forth in the Agreement Framework and/or the Specific Conditions.
- “Party” or “Parties”: collectively or individually the Client and/or Luxurynsight.
- “Platform”: A web portal designed by Luxurynsight accessible via an Account from the Website and allowing the Authorised Users to access the Services and the Data.
- “Services”: all services, including, but not limited to the providing of the Data and access to the Platform, Brandwatch, Businesswatch or any other Customised Services provided by Luxurynsight to the Client specified in the Agreement Framework and/or the Specific Conditions.
- “Start Date” and “End Date”: start and end date of the Agreement period as defined in the Agreement Framework.
- “Term”: the duration of the Services for the benefit of the Client and its Authorized Users, as stated in the Agreement Framework and/or the Specific Conditions, if any.
- “Website”: the website of Luxurynsight accessible from the address: www.luxurynsight.com.
Purpose and license
- Luxurynsight shall make the Services available to the Client and the Authorized users as determined in the General Terms & Conditions, the Agreement Framework and the Specific Conditions, if any.
- Luxurynsight grants to the Client a non-exclusive, non-transferable, non-assignable, royalty-free and limited license to use the Platform and the Data, only as expressly permitted in the General terms & Conditions, the Agreement Framework and the Specific Conditions, if any. The license is granted throughout the world and for the duration of the Term. Except as expressly provided in the Agreement Framework and/or any Specific Conditions, the purpose of the license is strictly limited to an internal use of the Client, in its ordinary course of business.
Terms of access to the Services and use of the Platform
- The Services, the Data, and the Platform are reserved exclusively to the Authorized Users having been authorized by the Client, in accordance with the terms of the Agreement Framework. The Platform is accessible only through an Account, which must be created and validated by Luxurynsight.
- Access to the Platform and the use of Services require a computer and equipment with Internet access. Given the complexity of the internet, the unequal capacities of the various subnetworks and the various bottlenecks over which Luxurynsight has no control, its responsibility cannot be held for any failure or malfunction of the Client’s equipment or network during its use of the Services.
- Luxurynsight reserves the right to use appropriate technical protection measures to control access and/or to detect unauthorised use of the Platform, the Services and Data in accordance with these General Terms & Conditions, the Agreement Framework and the Specific Conditions, if any, provided that no such measure shall adversely affect the rights of the Client or its Authorised Users under this Agreement.
- The Client shall not knowingly permit anyone access to the Services and Data, by transfer, resale or any other means, other than the Authorised Users, as determined in the Agreement Framework.
- The Client and its Authorised Users shall not use, store, copy, download, or deal with the Data, the Platform and/or the Website or any information available through them in any manner or for any purpose except those expressly permitted in these Agreement or otherwise explicitly permitted on the Website or in writing by Luxurynsight.
- Neither the Client nor any Authorised User may remove, obscure or modify any copyright or other notices included in the Services and Data nor any metadata or digital rights management intelligence that may be associated with the Data.
- In consideration of the provision of the Services, the Client shall be invoiced in accordance with the fees and payment terms set forth in the Agreement Framework. In addition, Luxurynsight shall invoice the Client for any Customised Services in application of the Specific Conditions.
Provisions about Luxurynsight’s performances
Support: Luxurynsight will provide telephone, email or by other available means assistance for the Client and all Authorised Users from its Paris office during Luxurynsight’s business hours, 9:30 to 18:30 CET.
Performance: Luxurynsight will use its reasonable endeavours to make the Services available to the Client and its Authorised Users at all times. Luxurynsight reserves the right to conduct essential Website and Platform maintenance, software upgrades and other works necessary to maintain the efficient provision of the Services, which may result in the Website and/or the Platform becoming temporarily unavailable.
If the Services become unavailable for any reason, Luxurynsight will endeavour, within reason and as far as possible, to supply Data and the Services manually by email or similar means. Luxurynsight will provide its best efforts to solve any problem and will keep the Client informed, by any means available, shall the unavailability be prolonged and/or foreseen.
If the Services remain unavailable for more than 48 hours and if the unavailability is not beyond Luxurynsight’s control, access to the Services will be extended for a period of time equal to the period of unavailability. The Client may, as an alternative remedy for the unavailability of the Services, request in writing that Luxurynsight instead provides a pro rata refund of the Fee, considering the period of unavailability in excess of 48 hours. Such pro rata refund shall be limited to the Fee of the unavailable Services and does not apply to the total Fee of all Services. Luxurynsight’s agreement to such request shall not be unreasonably withheld or delayed on condition that the Client makes its request within a reasonable time of the occurrence of the unavailability.
- Changes to the Services and/or Data: Luxurynsight reserves the right to make changes from time to time to all or any parts of the Services, the Platform, and/or the Data for any reason, provided that the functionality and performance of the Services, the Platform and the overall content of the Data, shall not be substantially and adversely affected from the Client’s perspective by any such changes. The changes referred to in this clause may take the form of the addition, removal, correction or editing of the Data or other content, the migration of the Data or Services to a different format or location and/or changes to the tools or other features and functionalities of the Services. Such changes shall not apply to Customised Services for the Client, except if previously agreed on by the Parties.
- Compliance with authorised use: The Client shall (i) ensure that Authorised Users access and use the Services only in accordance with these General Terms & Conditions; and (ii) ensure that no person, firm or company other than an Authorised User accesses or uses the Services. It is the Client’s responsibility to ensure that the Authorised Users have the necessary skills and tools to use and access to the Platform, the Data and the Services.
- Protection from unauthorised use: In the event of any unauthorised use of the Services Luxurynsight may, at its discretion and without prejudice to any other remedy, suspend or terminate access by such method as it deems appropriate. In the case of suspension, this will continue until Luxurynsight is satisfied that the unauthorised use will not recur.
- Maintaining confidentiality of access codes: Where access to the Services is to be controlled by use of passwords, notably the access to the Account, the Client shall use reasonable efforts to ensure that Authorised Users do not divulge their passwords to any third party. The Client will use all reasonable endeavours to ensure that any unauthorised disclosure or use of access codes is reported to Luxurynsight as soon as the Client becomes aware of it. The Client is solely responsible for the preservation, security and integrity of the access codes. Until receipt by Luxurynsight of the notification of an unauthorized disclosure or use of the access codes, any action by an Authorized user will be irrefutably deemed to have been performed by the Client and will be the Client’s sole responsibility in respect of Luxurynsight and/or third parties.
- Security: The client is responsible for taking all appropriate measures including awareness of and supervision of the activities of the Authorized Users in order to protect its information system against contamination by viruses and attempts at unauthorized intrusion. Luxurynsight reserves its rights to suspend access to the Platform, the Data, and the Services in the event of a legitimate suspicion of fraudulent use or attempted fraudulent use of an Account.
Client’s Contents: The Services provide the Client and its Authorized Users the ability to add the Client’s Contents on the Platform via their Account and to share such Client’s Contents with other clients or Authorized Users of the Platform. The Client is solely responsible for the share of the Client’s Contents by its Authorized Users, as Luxurynsight has no control on the Client’s Contents transmitted via the Platform and the Services in general. Luxurynsight is also not responsible for the decisions made by the Client on the basis of contents shared by another Authorized User or client via the Platform.
The Client undertakes and ensures that each Authorized User undertakes not to issue Client’s Contents that may be:
- Defaming, abusing, harassing, stalking or threatening any person, or violating the rights of others,
- Defending crimes against humanity or inciting racial hatred or pedophilia,
- Creating a false identity or usurping the identity of a third party,
- Disrupting the functioning of the Platform, the Tools and/or the Services,
- Violating the intellectual property rights of third parties, in particular:
- Using all or part of the content of pre-existing works without the authorization of the copyright owners of such works,
- Reproducing and/or using the trademark, corporate name, logo or other distinctive sign of a third party,
- Violating the privacy and image rights of persons who may be identified in images, photographs, messages or videos. The Client remains liable for itself and its Authorized Users for any and all damages that may occur in relation with the Client’s Contents shared through the Platform and/or the Services.
Intellectual property rights
- Luxurynsight reserves all its rights in and associated with the Services, the Data and the Platform, notably but limited in respect of copyright, database right, trade mark rights, software or otherwise. Nothing in the General Terms & Conditions, Agreement Framework and Specific Conditions may be interpreted as a transfer of ownership of any intellectual property rights by Luxurynsight or its licensors, or as transferring any proprietary rights whatsoever to the Services, the Data and the Platform to the Client.
- The Client shall, at the request and expense of Luxurynsight, do all things that may be reasonably required to assist Luxurynsight in taking or resisting any legal proceedings in relation to any infringement of any such rights.
- Any feedback, suggestion or comments communicated by the Client or an Authorised User to Luxurynsight in the frame of the Services, and relating to the Services, Data or the Platform, is the exclusive property of Luxurynsight. Luxurynsight shall remain free to choose at its sole discretion whether or not to use, exploit or develop the feedback, suggestion or comments made by the Client or the Authorised Users.
- Each Party may use the name, trade name and trademarks of the other Party as a trade reference and include all or part of these elements in any commercial and/or technical support, subject to prior notification to the other Party, who may oppose it at any time for any legitimate reason and subject to the provisions of Article 11 of the General Terms & Conditions.
Protection of personal data
- Each Party shall remain responsible for the processing of personal data which it uses as such and shall thereby indemnify the other Party against any claim based on non-compliance with its obligations in this regard.
- In the performance of the Services, Luxurynsight may have access to certain personal data of the Client and the Authorized Users. The collection and the processing of such personal data are carried out by Luxurynsight in compliance with the French Data Protection Act No. 78-17 of 6 January 1978 and the (EU) General Data Protection Regulation No. 2016/679.
Warranties and disclaimer
- Each Party represents and warrants that it has the legal power to enter into the General terms & Conditions.
- The Client acknowledges that the Platform, the Data and the Services are made available to the Authorized Users on an “as is” and “as available” basis and may contain errors. None of Luxurynsight and Luxurynsight’s employees, directors or agents guarantee the accuracy, completeness, timeliness, reliability, suitability or usefulness of any portion of the Services, the Platform and the Data. The Client expressly agrees that the entire risk as to the quality and the performance of the Services, otherwise than agreed in the General Terms & Conditions, is assumed solely by the Client. Luxurynsight does not agree to any obligations of confidentiality, nondisclosure or nonuse, except as explicitly provided herein, in the Agreement Framework, Specific Conditions, if any.
Exclusions & limitations of liability
- Luxurynsight does not limit or exclude any liability which cannot be limited or excluded by applicable law.
- Luxurynsight excludes any and all other warranties, conditions, or representations relating to the Services and/or, whether express, implied, oral or written, and including any which may be contained in any specification or proposal provided to the Client or any third party.
- Subject to clause 10.1, neither Party shall be liable for (i) any loss of: data; use; reputation; goodwill or opportunity; (ii) any loss of or failure to realise expected profit, revenue, savings or any other form of pure economic loss, whether any such loss is direct or indirect; or (iii) any form of indirect, special, incidental, punitive or consequential loss or damages, and, in each case, however it may arise.
- Subject to clause 10.1, Luxurynsight shall not be liable for any loss suffered by the Client,or by any client or customer of the Client, as a direct or indirect result of its use of any of the Data or of making any business decision, or refraining from making any such decision, based wholly or partly on any Data, expression of opinion, statement or other information contained in the Data.
- The Client and the Authorized Users expressly acknowledge that Luxurynsight has, in view of the information brought to their knowledge, fulfilled its duty to provide advice and information concerning the features and the characteristics of the Services.
- Both Parties acknowledge that they or their employees may, in the course of performing their responsibilities under these General Terms & Conditions, be exposed to or acquire non-public information which is proprietary to, or confidential to, either Party or third parties to whom they owe a duty of confidentiality ( “Confidential Information” ). Both Parties agree to hold Confidential Information in strict confidence and not to disclose the same to third parties or to use such Confidential Information for any purpose whatsoever other than the provision of Services to the Client as contemplated by these General Terms & Conditions and to advise each of its employees who may be exposed to Confidential Information of their obligations to keep such information confidential. This provision shall survive termination of the General Terms & Conditions.
Termination & effect of termination
- Either Party may terminate their contract immediately by giving written notice to the other Party in any of the following events:
- If the other Party commits any breach of any of the General Terms & Conditions and fails to remedy that breach (if capable of remedy) within 30 days after notice from the other Party giving full particulars of breach and requiring it to be remedied; or
- If the other Party enters into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other Party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
- Upon termination or expiry of the Services subscribed by the Client, access to the Services by the Client and its Authorised Users shall be terminated. Upon termination, for any reason whatsoever, Luxurynsight will close any and all Account(s) of the Clients and block the access of the Authorized Users and the Client to the Platform and the Services within 48 hours, unless otherwise agreed between the Parties.
- Termination shall not affect any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination, in compliance with the General Terms & Conditions.
- Assignment: Neither Party may assign or transfer all or parts of its rights or obligations under these General Terms & Conditions without prior written consent of the other, such consent must not to be unreasonably withheld or delayed.
- Exclusivity: The Parties are independent companies and will remain independent entities, each Party providing its own risk activity. Nothing in these General Terms & Conditions shall be constructed to grant any exclusivity of any kind or contractually bind them in the future. These provisions include, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
- Force Majeure: Neither Party shall be liable in damages or have the right to terminate the contract for any delay or default in performing its obligations under these General Terms & Conditions if such delay or default is caused by conditions beyond its control including but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.
- No representations: Each Party acknowledges that in entering into these General Terms & Conditions, it has not relied and is not relying on any representations or warranties (whether implied or otherwise) other than those expressly set out in these General Terms & Conditions and the Parties irrevocably and unconditionally waive any right they may have to any remedy in respect of any other such representation or warranty except in the case of fraud.
- Survival: Any provisions in these General Terms & Conditions which by their nature extend beyond the termination or expiration of these Terms & Conditions will remain in effect after termination of these Terms & Conditions (notably article 8, 9, 10, 11 and 13).
- Waiver: Waiver of any provision in these General Terms & Conditions shall not be deemed a waiver of any other provision in these General Terms & Conditions, nor shall the waiver of any breach of these General Terms & Conditions be construed as a continuing waiver of other breaches of the same or other provisions of these Terms & Conditions.
- No third-party rights: No provision of these General Terms & Conditions shall be enforceable by any person or individual other than the Parties to these Terms & Conditions.
- These General Terms & Conditions and any dispute or claims arising out of or in connection with its subject matter are governed by and construed in accordance with French law. The Commercial Court of Paris shall have exclusive jurisdiction, notwithstanding plurality of defendants or the introduction of third parties, even for summary or conservatory proceedings, by appeal or by petition.