Terms and Conditions of sale and services provision

Vanguard Luxembourg, a Luxembourg private limited liability company (simplified form) (S.à r.l.-S), trading under the commercial name « WISH & WASH » for its housekeeping and cleaning activities, registered with the Luxembourg Trade and Companies Register under number RCS B309342, with its registered office at 28, route de Capellen, L-8279 Holzem, Grand Duchy of Luxembourg (hereinafter the « Company »).

These general terms and conditions of sale and service provision (the « General Terms and Conditions ») govern all cleaning and housekeeping maintenance services, whether residential and/or professional (the « Services ») provided by the Company to any natural or legal person who has placed an order for Services (the « Client »).

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These General Terms and Conditions distinguish, where applicable, between the provisions applicable where the Client is a consumer within the meaning of the Luxembourg Consumer Code, that is to say any natural person acting for purposes which do not fall within the scope of his or her commercial, industrial, craft or professional activity (the « Consumer Client »), and those applicable where the Client acts for purposes falling within the scope of his or her professional activity (the « Business Client »).

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Any order for Services implies the Client's unreserved adherence to these General Terms and Conditions, to the exclusion of any other document, including the Business Client's own general purchasing conditions, save where the Company has expressly accepted such conditions in writing.

1.1. The purpose of these General Terms and Conditions is to define the terms and conditions under which the Company provides its Services to Clients, whether one-off or recurring, performed at the Client's home or on the Client's business premises.

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1.2. These General Terms and Conditions apply to the exclusion of any other conditions, in particular those applicable to other channels for the marketing of the Services.

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1.3. The Company reserves the right to amend these General Terms and Conditions at any time. The applicable General Terms and Conditions are those in force on the date of the order. For open-ended contracts or contracts for successive performance concluded with a Consumer Client, any material amendment will be notified to the Consumer Client with reasonable notice, the Consumer Client then having the right to terminate the contract in accordance with clause 11.

2.1. Any order for Services (by telephone, electronic means, an online form, or off-premises) constitutes acceptance by the Client of these General Terms and Conditions.

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2.2. Before concluding any contract with a Consumer Client, the Company shall provide the Consumer Client, in a clear and comprehensible manner, with the pre-contractual information required by the Consumer Code, including in particular the identity and contact details of the Company, the essential characteristics of the Services, the total price inclusive of all taxes, the payment and performance terms, the existence or absence of a right of withdrawal, the existence of the statutory guarantee of conformity, and the arrangements for handling complaints.

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2.3. The Company confirms each order in writing or on any durable medium (email, written confirmation), specifying the nature, date, time and place of performance of the Services, as well as the applicable price.

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2.4. Any order placed by a Business Client on behalf of a legal person implies that its author has the necessary authority to bind that legal person.

3.1. The prices of the Services are those in force on the date of the order, expressed in euros, inclusive of all taxes for Consumer Clients and exclusive of tax (plus applicable VAT, where relevant) for Business Clients, unless otherwise stated.

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3.2. Any additional cost (specific equipment, particular cleaning products, travel, surcharge for work performed outside usual hours) is communicated to the Client before the contract is concluded and may not be invoiced to the Client without the Client's prior express agreement.

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3.3. Unless otherwise stated in the quotation or order confirmation, the price of the Services is payable in full, at the latest at the time the service is performed, by direct debit, bank card or any other means of payment accepted by the Company. For contracts for successive performance (subscriptions), the price is payable in advance, at the start of each billing period.

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3.4. For Business Clients only, in the event of late payment, the Company may apply, without prior formal notice and automatically from the day following the due date, late payment interest calculated at the statutory interest rate applicable to commercial transactions between professionals, set semi-annually by Grand-Ducal regulation pursuant to the amended law of 18 April 2004 on payment terms and late payment interest, together with a fixed indemnity of forty (40) euros for collection costs, without prejudice to reasonable additional compensation for any further duly evidenced collection costs.

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3.5. With respect to Consumer Clients, no payment in addition to the agreed remuneration may be required without the Consumer Client's prior express consent; failure to object to a default option does not constitute consent.

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3.6. In the event of total or partial non-payment of an invoice when due, the Company may suspend performance of any current or future service, following written formal notice that has remained without effect for a period of eight (8) calendar days, without prejudice to any other legal remedy.

4.1. The Company undertakes to perform the Services diligently and in accordance with the standards of good practice applicable to the profession, in compliance with the dates and times agreed with the Client.

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4.2. The Client undertakes to provide access to the premises where the work is to be carried out and, where applicable, to make available the equipment, electrical installations and water points necessary for the performance of the Services, unless otherwise agreed.

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4.3. Any change, postponement or cancellation of an appointment must be communicated to the Company at least forty-eight (48) hours in advance. Failing this, the Company reserves the right to invoice all or part of the scheduled service, subject to any mandatory provision to the contrary applicable to the Consumer Client.

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4.4. The Company disclaims all liability for damage resulting from the defective condition, age or lack of maintenance of the Client's installations, equipment, surfaces, coverings or items, as well as for damage resulting from incorrect or incomplete instructions provided by the Client.

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4.5. It is the Client's responsibility to report, prior to the intervention, any fragile or valuable items or items requiring particular precautions. The Company may not be held liable for damage caused to items that were not reported.

5.1. In accordance with Articles L.221-3 and L.222-9 et seq. of the Consumer Code, where the contract is concluded at a distance or off-premises, the Consumer Client has a period of fourteen (14) calendar days in which to exercise the right of withdrawal, without having to give reasons or bear any costs other than any costs of returning equipment lent or supplied by the Company. This period runs from the day the contract is concluded, for the provision of services.

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5.2. To exercise this right, the Consumer Client shall notify the Company of the decision to withdraw before expiry of the period, by any unambiguous means (in particular by email sent to info@wish-wash.lu, where applicable using the standard withdrawal form made available to the Consumer Client.

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5.3. Where the Consumer Client wishes performance of the Services to begin before expiry of the withdrawal period, the Consumer Client must make an express request to that effect on a durable medium. In that case, should the Consumer Client exercise the right of withdrawal after having made such a request, the Consumer Client shall pay the Company an amount proportionate to the Services provided up to the time the withdrawal was communicated, calculated on the basis of the total agreed price.

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5.4. In accordance with Article L.222-2(1) of the Consumer Code, the right of withdrawal does not apply to contracts concluded off-premises for which the amount payable by the Consumer Client does not exceed fifty (50) euros, nor to services fully performed before expiry of the withdrawal period where performance began with the Consumer Client's prior express agreement and the Consumer Client's waiver of the right of withdrawal.

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5.5. This clause does not apply to orders placed by a Business Client.

6.1. Without prejudice to any commercial guarantee that may be granted, the Company remains bound, with respect to the Consumer Client, by the statutory guarantee of conformity provided for in Articles L.212-1 et seq. of the Consumer Code, as well as by the guarantee against hidden defects provided for in Articles 1641 et seq. of the Civil Code, with respect to any material or products supplied as part of the Services.

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6.2. The Consumer Client has a period of two (2) years from the date of supply within which to report any lack of conformity; any defect appearing within one year of the date of supply is presumed to have existed at that time, unless proven otherwise or unless this presumption is incompatible with the nature of the goods or of the defect.

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6.3. Any complaint relating to the quality of performance of the Services must be made in writing within five (5) business days following the intervention, accompanied, as far as possible, by any evidence enabling the Company to assess the complaint. In the absence of a complaint within this period, the service is deemed to have been accepted without reservation, without prejudice to the mandatory rights granted to the Consumer Client by law.

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6.4. The Company's liability is limited to direct, foreseeable damage personally suffered by the Client, resulting from proven fault on the part of the Company in performing the Services. To the extent permitted by law, indirect damage such as loss of use, loss of business, loss of opportunity, damage to reputation or any resulting financial loss is excluded.

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6.5. With respect to Business Clients, the Company's total liability for any single loss or series of related losses is capped at the higher of (i) the total amount invoiced for the service giving rise to the damage during the twelve (12) months preceding the event giving rise to liability, and (ii) one thousand (1,000) euros, except in cases of gross negligence, wilful misconduct or bodily injury.

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6.6. Nothing in these General Terms and Conditions is intended or shall be construed to exclude or limit the Company's liability for death or bodily injury resulting from its fault, or to restrict the mandatory rights granted to the Consumer Client by law. Any clause having such effect shall be deemed unwritten as against the Consumer Client.

7.1. The Company represents that it holds valid professional civil liability insurance covering all damage that may result from the performance of the Services.

8.1. The Company processes the Client's personal data in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Luxembourg legislation, solely for the purposes of managing the business relationship, performing the Services and complying with its legal obligations.

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8.2. The Client has the rights of access, rectification, erasure, restriction, objection and portability with respect to his or her data, which may be exercised with the Company at info@wish-wash.lu, as well as the right to lodge a complaint with the National Commission for Data Protection (CNPD).

9.1. The Company may not be held liable for non-performance or delay in the performance of its obligations where such non-performance or delay results from an event of force majeure, as understood under Luxembourg law, namely any external, unforeseeable and irresistible event rendering performance of the Services impossible.

10.1. With respect to the Consumer Client, these General Terms and Conditions shall be interpreted in accordance with the obligation of good faith and clear and comprehensible drafting imposed by the Consumer Code. In the event of doubt as to the meaning of a clause, the interpretation most favourable to the Consumer Client shall prevail.

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10.2. Any clause of these General Terms and Conditions that is characterised as unfair within the meaning of Articles L.211-2 et seq. of the Consumer Code, or that has the purpose or effect of creating, to the detriment of the Consumer Client, a significant imbalance between the rights and obligations of the parties, shall be deemed unwritten, without affecting the validity of the remainder of the contract.

11.1. For one-off services, the contract automatically terminates upon full performance of the Services and payment of the price in full.

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11.2. For open-ended contracts or contracts renewed automatically (subscriptions, recurring services), either party may terminate the contract subject to thirty (30) days' written notice, without compensation, subject to payment for Services already performed.

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11.3. The Company may terminate the contract automatically, after written formal notice has remained without effect for eight (8) calendar days, in the event of a serious breach by the Client of its obligations, in particular non-payment, without prejudice to any duly evidenced damages.

12.1. Any complaint may be addressed to the Company at the following address: info@wish-wash.lu

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12.2. In accordance with Article L.411-1 et seq. of the Consumer Code, the Consumer Client is informed that, in the event of a dispute not resolved amicably, the Consumer Client may resort to a mediation procedure, in particular before the Luxembourg Mediation Commission or any other competent out-of-court dispute resolution body, as well as the European online dispute resolution platform (ODR).

13.1. These General Terms and Conditions and any contract concluded with the Company are governed by Luxembourg law.

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13.2. For disputes with a Business Client, the courts of the judicial district of Luxembourg shall have exclusive jurisdiction, including in the event of multiple defendants or third-party proceedings.

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13.3. For disputes with a Consumer Client, the attribution of jurisdiction may not have the effect of depriving the Consumer Client of the protection afforded by the mandatory provisions of the law of his or her Member State of residence, nor of depriving the Consumer Client of the right to bring proceedings before the courts of the place where he or she is domiciled.

14.1. Should any clause of these General Terms and Conditions be declared void or unenforceable, the other clauses shall remain in full force and effect.

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14.2. The fact that the Company does not, at any given time, rely on any of these General Terms and Conditions shall not be construed as a waiver of its right to rely on them at a later date.

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14.3. These General Terms and Conditions, drafted in French, constitute the entire agreement between the parties with respect to their subject matter.