Terms and Conditions

1. Scope and Definitions

These Terms and Conditions (“Terms”) govern all contracts for services, products, and events provided by Franco Investments S.à r.l., operating under the brand Frinnovate (“we” or “us”), to any person or entity (“you” or “Customer”). They apply to international transactions, including consulting services, custom software/hardware development and resale, event participation (such as dance or training events), and related offerings. Any of your terms that conflict with these Terms are excluded unless we expressly agree in writing.

Consumer vs. Business: In these Terms, a “Consumer” is any natural person acting for purposes outside their trade, business, or profession, while a “Business Customer” (or “Professional”) is any legal entity or individual acting for purposes related to their trade, business, or profession. Certain clauses specifically address rights for Consumers in compliance with mandatory consumer protection law. We strive to make these Terms as favorable to us as legally permissible; however, mandatory rights for Consumers will always apply.

2. Offer, Ordering, and Contract Formation

Our offers (e.g., quotes and website product listings) are non-binding and subject to change. By placing an order or signing a proposal, you submit a binding offer to contract with us. We reserve the right to accept or reject any order at our discretion. A contract is concluded only when we expressly accept your offer (for example, by sending an order confirmation or dispatch notification) or when we commence performance (e.g., shipping goods or beginning service delivery).

• Online Orders: When you submit an order through our website or by other means (email/phone), you must complete our online process and click “Place Order.” This act constitutes your offer to purchase. You will receive an acknowledgment by email; however, this acknowledgment is not an acceptance. We accept your offer by dispatching the product, or starting the Service.
• Written Contracts: For consulting or custom development services, a signed agreement may be required. In such cases, the contract comes into effect only after both parties have signed.

3. Prices and Payment Terms

Unless otherwise stated, prices are quoted in Euros (EUR) and are exclusive of VAT and any other applicable taxes or duties, which will be added as required by law. Any additional charges (such as delivery fees) will be communicated prior to ordering.

• For Consumers: All mandatory fees and charges will be disclosed before you finalize your order. Payment is due immediately upon order placement (e.g., via credit card or other instant payment methods) unless we agree otherwise in writing. We will not dispatch goods or commence services until full payment is received.
• For Business Customers: Payment is due within the period stated on the invoice (default is 30 days from the invoice date, if not otherwise agreed). We may require a deposit for large projects or custom orders. All payments shall be made without set-off or deduction, unless you have a legally confirmed counterclaim.

Late Payment: In the event of late payment by a Business Customer, we may charge statutory interest as provided by Luxembourg law and recover reasonable costs incurred during collection. For Consumers, any interest for late payment will comply with applicable law and will be applied only after proper notice.

4. Delivery of Goods and Services

Delivery Times: We will deliver goods or provide digital content and services within the timeframe stated in your order confirmation or, if none is provided, within 30 calendar days from order acceptance. Delivery dates are estimates; minor delays shall not entitle you to cancel or claim damages. If delivery is delayed by more than 30 days without your consent, you may cancel the purchase and receive a refund for undelivered items.

Shipping and Risk (Business Customers): Our default shipping term is Ex Works (EXW) Incoterms® 2020 from our facility in Luxembourg. Risk of loss or damage passes to you as soon as the goods are made available at our premises. You are responsible for arranging pickup, transport, insurance, export/import clearance, and all related costs.

Shipping and Risk (Consumers): For Consumers, risk of loss or damage passes only when you or a person designated by you (other than the carrier) physically receives the goods. Title to the goods remains with us until full payment is received.

Inspection and Acceptance: Business Customers must inspect delivered goods immediately upon receipt and notify us in writing of any visible defects or non-conformities within 5 business days. Failure to notify in due time constitutes acceptance. Consumer rights regarding non-conforming goods remain unaffected.

Partial Deliveries: We may deliver orders in installments. Each installment may be invoiced separately. Delay in one installment does not entitle you to cancel other parts of the order.

Services and Events: For services, we will perform them by the agreed dates or milestones, subject to reasonable scheduling changes. For events and trainings, details such as date and venue will be provided in advance. You are responsible for arranging your own travel unless otherwise stated. We reserve the right to make minor changes to event programs that do not materially affect the event’s value.

Failure to Take Delivery: If delivery fails due to your fault (e.g., incorrect address or unavailability), additional charges for storage and extra delivery attempts may apply. Additionally the risk of loss or damage passes on to the customer.

5. Right of Withdrawal (Consumers Only)

If you are a Consumer and the contract is concluded at a distance or off-premises, you have a legal right to withdraw from the contract within 14 days without giving any reason.

• Withdrawal Period: The 14-day period begins the day after: (a) for goods, you or a designated third party (other than the carrier) receive the goods (or, if multiple shipments, after the last item is received); (b) for digital content not supplied on a tangible medium, on the day the contract is concluded; (c) for services, on the day the contract is concluded.
• Exercising Withdrawal: To withdraw, you must notify us of your decision in writing (e.g., by email or letter) before the 14-day period expires. You may use our model withdrawal form (see below), but it is not mandatory.
• Effects of Withdrawal: Upon valid withdrawal, we will reimburse all payments received from you, including standard delivery costs (if applicable). The refund will be processed within 14 days of receiving your withdrawal notice, using the same payment method as the original transaction. We may withhold reimbursement until we have received the returned goods.
• Return of Goods: If withdrawing from a goods contract, you must return the goods in their original condition within 14 days. You are responsible for return shipping costs, unless we have agreed otherwise. You are liable only for any diminished value resulting from excessive handling beyond what is necessary to establish the goods’ nature, characteristics, and functionality.
• Services: If you request that services begin during the withdrawal period, you must pay for the portion of the service performed up to the time of withdrawal.
• Non-Withdrawal Items: The right of withdrawal does not apply to:
• • Services fully performed with your express consent to start before the withdrawal period expires.
  • Goods made to your specifications or clearly personalized.
  • Goods liable to deteriorate or expire rapidly.
  • Sealed goods not suitable for return for health or hygiene reasons once unsealed.
  • Sealed audio, video recordings, or software if unsealed.
  • Newspapers, periodicals, or magazines (except subscriptions).
  • Contracts for accommodation, transport, or leisure activities with a specific date.
  • Digital content not supplied on a tangible medium if performance began with your express consent and acknowledgment that you lose the right of withdrawal.

Model Withdrawal Form (Consumers Only):

To: Franco Investments S.à r.l. (Frinnovate)

Address: 57 Rue Sigefroi, Luxembourg

Email: [your designated contact email]

 

I hereby notify that I withdraw from my contract of sale for the following:

- Ordered on: [___] / Received on: [___]

- Order/Invoice Number: [___]

- Name: [___]

- Address: [___]

- Date: [___]

 

Signature (if on paper): [___]

6. Event Registrations and Cancellations

For events (such as dance workshops and training sessions):

• No Cancellation Right: Bookings for events on specific dates are final and not subject to the withdrawal right.
• Transfers and Refunds: Tickets are non-transferable without our consent. If you cannot attend, contact us; we may assist in transferring your booking or offer alternative dates, but refunds are generally not provided except where required by law or if the event is cancelled by us.
• Event Cancellation by Us: If we cancel or reschedule an event, you will be entitled to a full refund, or your ticket will be valid for the new date. We are not responsible for additional costs you incur (e.g., travel).
• Participation and Safety: By attending, you acknowledge the inherent risks involved. You must follow all safety instructions. We are not liable for injuries or losses unless caused by our proven negligence.
• Media Releases: We may take photos or videos during events for promotional purposes. If you do not wish to be recorded, please inform us in advance.

7. Warranty and Conformity of Goods and Services

7.1 Consumers – Legal Guarantee of Conformity

For Consumers, all goods and digital content are covered by the legal guarantee of conformity under EU and Luxembourg law for 2 years from delivery. You have the right to require repair or replacement of any non-conforming product free of charge. If repair or replacement fails or is disproportionate, you may request a price reduction or cancellation with refund. Defects reported within 12 months are presumed to have existed at the time of delivery.

7.2 Business Customers – Warranty Exclusions

For Business Customers, statutory warranties (such as for hidden defects) are excluded to the maximum extent permitted by law. You accept the goods “as is” after inspection, except in cases of fraud or willful concealment of defects. Any voluntary warranty provided by us or the manufacturer applies only according to its explicit terms.

7.3 Warranty for Services

We will perform our services with reasonable skill and care in accordance with professional standards. If services deviate materially from agreed specifications, you may request re-performance or correction. For Consumers, statutory remedies remain available; for Business Customers, liability is limited as described in Section 9.

7.4 Third-Party Products and Software

If we resell third-party products or software, any warranty provided by the manufacturer applies. We will assist with warranty claims but do not independently warrant such products. For custom software, any warranty terms will be specified in the development contract.

8. Intellectual Property and Licensing

8.1 Our Intellectual Property

All content, software, documentation, and materials provided on our website or in connection with our services are the intellectual property of Franco Investments S.à r.l. or its licensors. “Frinnovate” and associated logos are trademarks of our company. No transfer of ownership is implied.

We grant you a limited, non-exclusive, non-transferable license to use our deliverables only for the purposes defined in your contract with us. You may not reverse engineer, distribute, or modify any of our intellectual property without our prior written consent.

8.2 Your Intellectual Property

You retain ownership of all materials and data you provide to us. You warrant that you have the rights to any material submitted, and you grant us a license to use that material solely for performing our contractual obligations.

8.3 IP Infringement Indemnity (Business Customers)

For Business Customers, we will indemnify you against third-party claims alleging that our products or deliverables (excluding your own materials) infringe on third-party intellectual property rights, provided you promptly notify us and allow us to control the defense and settlement.

9. Limitation of Liability

9.1 Unlimited Liability

We do not exclude or limit liability for:

• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation;
• Breaches of mandatory product liability laws;
• Gross negligence or willful misconduct.

9.2 Overall Cap on Liability

Subject to Section 9.1, our total liability for direct damages shall not exceed the total amount you paid for the affected product or service. For ongoing services, our liability is capped at the fees paid during the 12 months preceding the incident.

9.3 Exclusion of Indirect Damages

We are not liable for any indirect or consequential losses, including loss of profit, revenue, business opportunities, or data loss, except where such exclusion is prohibited by law.

9.4 Specific Scenarios

• Service Interruptions: We are not liable for losses due to service interruptions beyond our control.
• Data Loss: You are responsible for maintaining backups of your data; our liability for data loss is limited to restoration of available backups.
• Third-Party Products: We are not liable for issues arising from third-party products, except as provided in the applicable warranty.
• Business Customers: For B2B transactions, liability for slight or ordinary negligence is excluded; we are liable only for gross negligence or willful misconduct as permitted by law.

10. Miscellaneous Provisions

10.1 Force Majeure

We are not liable for failure or delays due to events beyond our control, including natural disasters, war, terrorism, labor disputes, pandemics, or government restrictions. In such cases, obligations are suspended for the duration of the event. If the event persists beyond 60 days, either party may terminate the contract with a refund for undelivered goods or services.

10.2 Changes to These Terms

We may update these Terms from time to time. For one-off transactions, the Terms in effect at the time of order apply. For ongoing services, we will notify you of material changes in advance. Continued use of our services after changes constitutes acceptance of the updated Terms.

10.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights as part of a corporate reorganization or sale without affecting your rights.

10.4 No Waiver

Our failure to enforce any right under these Terms does not constitute a waiver of that right. No waiver is effective unless in writing.

10.5 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified or removed, and the remainder of the Terms will continue in full force.

10.6 Entire Agreement

These Terms, together with any order confirmation and related documents, constitute the entire agreement between you and us and supersede all prior understandings or communications.

10.7 Language

Translations of these Terms are provided for convenience only. The English version is the authoritative version.

10.8 Governing Law and Jurisdiction

These Terms are governed by Luxembourg law (excluding conflict of laws rules) and, where applicable, EU law. For Consumers, mandatory protections of the law of your country of habitual residence remain in force. Any dispute shall be resolved in the courts of Luxembourg City. For Business Customers, the courts of Luxembourg shall have exclusive jurisdiction.

10.9 Online Dispute Resolution (ODR)

Consumers have access to the European Online Dispute Resolution platform at http://ec.europa.eu/consumers/odr to resolve disputes out of court. We encourage you to contact us directly for any disputes before using the ODR platform.

10.10 Relationship of the Parties

The relationship between you and us is that of independent contracting parties. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

10.11 Platform-to-Business (P2B) Commitments

If you are a Business user of our online intermediation services, we commit to transparency, a complaint-handling system, and clear notice of any changes affecting your account, in accordance with Regulation (EU) 2019/1150.

Privacy Policy

Last Updated: 08.04.2025

1. Introduction

At Franco Investments S.à r.l. (Frinnovate), we are committed to protecting your personal data in accordance with the EU General Data Protection Regulation (GDPR) and Luxembourg data protection laws. This Privacy Policy explains how we collect, use, and share personal data and outlines your rights regarding your data.

2. Data Controller

The data controller is Franco Investments S.à r.l. (Frinnovate), registered in Luxembourg at 57 Rue Sigefroi, Luxembourg.

Contact: Email: [email protected]; Phone: +352 27 91 43 93.

3. Personal Data We Collect

We collect only the personal data necessary for specified purposes, including:

• Contact and Identity Data: Name, address, email, telephone, job title, and company name.
• Account Data: Login credentials (stored securely).
• Transaction Data: Order history, invoices, and payment information.
• Communication Records: Emails, support inquiries, and other correspondence.
• Event Data: Registration details, preferences, and (if applicable) images or video footage taken during events (with consent where required).
• Technical Data: IP address, browser type, device identifiers, and cookie data collected via our website.
• Marketing Data: For those who opt in, email addresses and preferences for receiving promotional communications.

4. Purposes and Legal Basis for Processing

We process your personal data only for specific purposes and on one of the following legal bases under GDPR:

• Performance of a Contract: To fulfill orders, provide services, and organize events (GDPR Art. 6(1)(b)).
• Compliance with Legal Obligations: For accounting, tax, or legal purposes (GDPR Art. 6(1)(c)).
• Legitimate Interests: For customer support, analytics, security, and improving our services (GDPR Art. 6(1)(f)).
• Consent: For direct marketing communications where required (GDPR Art. 6(1)(a)).
  For example, if you register for an event or create an account, we process your data to provide the requested service. We also use your data to send marketing messages where you have consented, or where our legitimate interests justify doing so (especially in B2B contexts).

5. Use and Disclosure of Your Data

Your data is used solely for the purposes outlined above and is not sold to third parties. We share your data only with:

• Service Providers: Payment processors, logistics companies, IT and hosting providers, email/CRM services, and analytics tools under strict confidentiality agreements.
• Affiliated Entities: Within our corporate group for administrative or customer support purposes.
• Business Partners: For joint event management or related activities, only when necessary and with appropriate safeguards.
• Legal Authorities: When required by law, or to defend our legal rights.
• Corporate Transactions: In the event of a merger, acquisition, or sale, with adequate protections in place. We ensure that any international data transfers occur with appropriate safeguards (such as Standard Contractual Clauses).

6. Data Retention

We retain your personal data only as long as necessary to fulfill the purposes for which it was collected or as required by law (e.g., for 10 years for accounting records). Once data is no longer needed, we securely delete or anonymize it.

7. Your Rights

Under the GDPR, you have the right to:

• Access: Request a copy of your data.
• Rectification: Have inaccurate data corrected.
• Erasure: Request deletion where applicable.
• Restriction: Limit processing in certain circumstances.
• Data Portability: Receive your data in a structured format.
• Object: Object to processing, including for direct marketing.
  You may exercise these rights by contacting us using the details in Section 1. We will respond within one month (extendable by two additional months in complex cases).

8. Data Security

We implement technical and organizational measures to safeguard your data, including encryption, access controls, regular security assessments, and secure storage. We regularly update our security protocols to address emerging threats.

9. Cookies and Tracking

Our website uses cookies for essential site functionality, analytics, and marketing. Non-essential cookies require your consent. You may adjust your cookie settings via our cookie banner or your browser settings. For more details, please see our Cookie Policy on our website.

10. Children’s Privacy

Our services are not directed at children under 16. We do not knowingly collect data from children under 16 without parental consent. If you believe we have inadvertently collected such data, please contact us immediately so that we may delete it.

11. Complaints

If you have any concerns about our data practices, you can contact us directly using the contact details above. You also have the right to lodge a complaint with the National Commission for Data Protection (CNPD) in Luxembourg at:

• CNPD Address: 15, Boulevard du Jazz, L-4370, Belvaux, Luxembourg.
• CNPD Website: https://cnpd.public.lu

12. Updates to This Policy

We may update this Privacy Policy periodically. Significant changes will be communicated through our website or by email. Please review the Policy periodically to stay informed.

13. Contact Information

For any questions regarding this Privacy Policy or to exercise your rights, please contact us at:

• Email: [email protected]
• Mail: Franco Investments S.à r.l. (Frinnovate), 57 Rue Sigefroi, Luxembourg.
• Phone: +352 27 91 43 93

By using our website or ordering our services, you acknowledge that you have read and understood these Terms and this Privacy Policy. If you have any questions, please contact us.