Scope of the Terms and Conditions

Unless explicitly agreed otherwise in writing between Parties, these Terms and Conditions apply to all agreements between the Customer and Service Provider regarding the provision of services. 

By entering into an agreement with Service Provider, Customer waives the application of its own terms and conditions, even if Customer’s terms and conditions contain a similar clause.

1.     Intellectual Property

Service provider declares to be the holder of all intellectual property rights relating to Software and regularly holds the user rights and/or exploitation rights relating to the Software of third parties that are necessary for the operation of Software and the online provision of its functionality to the Customer.

Any chatflows that are developed by the Customer are part of the intellectual property rights of Service Provider.

2.      Right to use the software

These Terms and Conditions not only define the relationship between the Customer and the Service Provider, but also under which conditions the Customer may use the software..

Service provider shall grant the Customer a non-exclusive and non-transferable right of use with regard to the functionality of the Software for the duration of this Agreement and exclusively with regard to the Customer’s own business processes.

This is explicitly not an (implicit) license to the Software as such.

Service provider undertakes to grant the Customer an access right and a non-exclusive, non-transferable user right to the functionality of the Software for each Single End User in accordance with the term and conditions of this Agreement.

The user right of a Single End User to the functionality of the Software may not be transferred or assigned, in whole or in part except with prior written consent of the Service Provider. If there is a change of control on the part of the Customer, the Customer must notify the other party in writing.

Excessive Use constitutes a breach by the Customer of these Terms and Conditions. In the event of Excessive Use, Service Provider shall notify the Administrator. On the basis of Excessive Use, the Customer shall ipso facto owe the Service Provider an additional payment. The increased amount can, if necessary, even be invoiced retroactively by the Service Provider.

Customer appoints a person who will be responsible for assigning usernames and user rights to the Single End Users and for creating their passwords and usernames. From the moment that an employee, appointee or executive agent of Customer receives an invitation from Customer’s Administrator to use the Software, that person will be designated as a Single End User.

Service provider may validly make all its communications in the context of the Software to the Administrator initially designated (by e-mail). The Customer shall inform Service provider if the communications in the context of the Software are to be made to other persons.

3.     Maintenance of the software and availability of the software

Evolutionary maintenance

Customer accepts that Service provider may replace the current version of Software by a new version with substantially the same functionality. In addition, Service provider reserves the right to maintain Software at regular intervals, which may lead to scheduled downtime.

Problem solving

If the Customer encounters an Anomaly, he shall immediately report this to Service provider and describe as precisely as possible the consequences of this Anomaly, as laid down in article 4 of the Service Level Agreement.

Ingeval van technische problemen met de Software kan Klant ook een “supportaanvraag” doen bij Dienstverlener via e-mail naar [email protected]

4.     Price and Methods of payment

Pricing terms

The fee that Customer must pay for the provision of Software as a SaaS solution consists of: 

– een “Onboarding Fee”; 

– a fixed monthly fee

The payments are laid down in the quotation that the Service Provider submits to the Customer for signature.

The monthly fees that form part of these conditions may be indexed annually by Service Provider according to the Agoria index, starting from the year following the entry into force of the contract.

The Customer undertakes to always provide correct information regarding the number of Single End Users within his office or offices. This is a commitment on the part of the Customer. Service Provider reserves the right to check this information and may, if necessary, send an additional invoice, both for the present and the past, if it appears that more Single End Users are using or have used Software than is contractually stipulated. In any event, the Customer must inform the Service Provider of any change in the number of Single End Users by sending an e-mail to [email protected] and the Customer is also obliged to provide all reasonable cooperation free of charge in the determination by the Service Provider of the actual number of Single End Users.

Payment terms

Customer shall pay the Onboarding Fee within fifteen (15) days after Delivery.

The monthly fee is payable in advance by the first day of the month.

If the Customer disputes an invoice or part of an invoice, the Customer shall notify Service Provider in writing within an expiry period of 5 (five) working days after the invoice date, giving detailed notice of the reason for the dispute, failing which the invoice shall be deemed to be definitively accepted. The undisputed part of the invoice shall be paid in accordance with the provisions of these Terms and Conditions.

All amounts not paid on the due date of the invoice shall, by operation of law and without prior notice of default, be increased by interest on arrears equal to 1% per month, calculated per day from the due date of the invoice until such time as full payment of the invoice has been received. In addition, the amounts owed shall, by operation of law and without prior notice of default, be increased by a conventional fixed compensation amount equal to 10% (with a minimum of EUR 150.00 per invoice), without prejudice to any other legal and/or judicial collection costs or remedies that Service Provider may invoke.

5.     Data protection

General

Service Provider shall be deemed to have complied with its obligations regarding the security and protection of the Data to the extent that it has:

–    ensured the permanent security of Customer’s Data, under the conditions provided for in these Terms and Conditions and the Processing Agreement.

–   has fulfilled its obligations regarding the protection of personal data as stipulated in the Terms and Conditions and the Processing Agreement.

Password and user name management

The Single End Users are responsible for the proper management and use of their passwords and user names in accordance with the requirements that the Service Provider may set in this respect. In order to prevent Bruteforce attacks, the passwords must be changed by the Single End Users:

–        be provided with a high degree of complexity;

–        be changed on a regular basis;          

–       are treated confidentially, they must not be disclosed to third parties.      

–        be kept safe;                   

–        be used correctly;

Service Provider cannot be held liable for any misuse of the passwords.

Protection of personal data

Service Provider and Customer undertake to comply with the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and the applicable European legislation, as well as all future amendments of this legislation. 

Service Provider and Customer hereby mutually undertake to comply with the applicable legislation concerning the processing of personal data. Service Provider will only process the personal data on behalf of Customer and to implement the Cooperation. The Service Provider is not permitted to process the personal data obtained from the Customer for purposes other than those stated in these Terms and Conditions.

As the Service Provider processes the data for and on behalf of the Customer, the Customer guarantees that the personal data may be processed on a legally valid and appropriate basis.

Service Provider takes appropriate technical and organisational measures to secure Customer’s personal data against loss or any form of unlawful processing.

6.     Reference

Service Provider may use the Customer’s name and logo free of charge on its website, in its commercial and promotional materials and orally for the sole purpose of indicating that the Customer is a user of Software. This right applies during the duration of the Cooperation and for 12 (twelve) months after the end of the Cooperation.

  1. Disclaimers and limitations

Liability

Service Provider is only responsible for the Hosting of the Data and is in no way authorised, empowered or able to control the content of the Data. Customer remains solely responsible for the content of the Data and the control thereof and will indemnify Service Provider against any claim relating to the Data stored by Customer in Software.

Service Provider can only be held liable in case of deceit or gross negligence of one of its essential obligations or of one of its implementing agents. Under no circumstances shall Service Provider be liable for damage to third parties, without prejudice to Service Provider’s liability for any infringement of third-party rights.

Service Provider cannot be held liable and no compensation shall be due to Customer:

– if the damage invoked by Customer is the result of non-compliance (in whole or in part) with these Terms and Conditions or a statutory provision, or a poor performance of the obligations that can be imputed to Customer;

– in case of consequential damages, such as in particular loss of orders or business opportunities, loss of exploitation, loss of profits and revenues, decrease in turnover and damage to the brand image; 

– in the event of Force Majeure as provided for in Chapter 9 of these Terms and Conditions.

Party declaration – liability

Each Party declares that it has all the rights and authorisations necessary for the fulfilment of its obligations, without restriction or reservation, in particular with regard to each of the elements that it will make available to the other Party in application of this Cooperation. The Customer acknowledges having carefully evaluated its own needs and, solely on its own responsibility, having assessed their conformity with Software prior to signing these Terms and Conditions.

Services of third parties

Service Provider is not responsible for the capabilities of the facilities or services of third party service providers.

Service Provider cannot be held liable for Anomalies in case these Anomalies are due to or caused by the facilities or services of a third party.

 Software of third parties

Parties agree that Service Provider may use products of third parties to improve the Software to the extent that the latter undertake to guarantee the applicable privacy rules within the EEA or at least an equivalent level of protection as within the EEA.

8.     Confidentiality

 

Each party undertakes to take all necessary precautions to ensure the confidentiality of the confidential information (including undisclosed know-how and trade secrets) of the other Party.

The precautions referred to above must be at least equivalent to those taken by the Parties to guarantee the confidentiality of their own confidential information, without prejudice to higher or more stringent requirements imposed by, inter alia, the regulations on the protection of personal data, the protection of business secrets, the professional secrecy of the Customer and ensuring a certain level of cyber security.

Consequently, the Service Provider undertakes to treat the Data of which it has become aware as strictly confidential, with due observance and respect for the professional secrecy of the Customer and its Single End Users.

The Parties agree that the provisions of these Terms and Conditions, as well as any information communicated by the other Party in the course of the negotiations on the Cooperation and its implementation, are strictly confidential.

None of this information may be disclosed to third parties unless:

– when one of the Parties is under a legal obligation to disclose this information;

– with the prior written consent of a legal representative or duly authorised agent of the other Party, during the period of Cooperation and for one (1) year after its termination. After this period, the information which is confidential by nature shall remain protected in accordance with the legislation and standards in force.

However, those obligations shall not apply to information which:

– at the time of their receipt, had already been published or made public in any other way;

– were, after their announcement to the other Party, published or made public, by any means other than by the Party to whom they were communicated, at the time when they were announced by a Party, were already lawfully in the possession of the other Party, subject to written proof of this;

– have been lawfully acquired from a third party, subject to proof thereof;

– are not, by their nature or by virtue of the rules of the art, confidential;

– a Party is obliged to disclose on the basis of law or of a judicial or administrative enforceable order or in pursuance of legal proceedings.

9.     Duration and termination

Without prejudice to the provisions relating to termination, this Cooperation shall commence at the time of Delivery and shall remain in force for a period of 1 (one) year.

If neither of the Parties terminates the Cooperation by notice, this Cooperation and consequently the Terms and Conditions will be automatically renewed for successive periods of 1 (one) year each.

Immediate termination and suspension

The Cooperation shall end through dissolution without prior notice or judicial intervention being required:

– due to a case of Force Majeure, proven and declared under the conditions as provided for in these Terms and Conditions, at the initiative of the most diligent Party and by registered letter with acknowledgement of receipt, after expiry of a period as provided for in this Chapter, without any other prior notification and without any compensation from/to either Party;

– if the Customer has not paid the Price in full as stated in the signed offer for 6 (six) consecutive months, even if this reminder did not relate to a period of 3 (three) consecutive months, without prejudice to the right of the Service Provider to proceed to suspension in accordance with these Terms and Conditions;

–  if Service Provider has serious suspicions or evidence that Customer is using Software in a way that is contrary to these Terms and Conditions and the Customer does not immediately cease this unlawful use after being reminded in writing to do so;

– if the other Party has been declared bankrupt, has gone into liquidation, has suspended payments within the meaning of the bankruptcy law or has lost the free disposal of its assets, without prejudice to any legal provision which would prohibit this, provided that written notification is given.

Service Provider may exceptionally and in the strictly necessary cases, temporarily suspend access to Software, in case of:

– legal proceedings instituted by a third party, based on an alleged illegality or breach of morality and public order of the whole or part of the Data;

– non-payment by Customer of the invoices on their due date for 2 (two) months as provided for in these Terms and Conditions.

In the above cases of suspension of access, Service Provider undertakes to notify Customer in writing in advance. Under no circumstances can suspensions give rise to compensation for damages.

Force Majeure.

Neither Party shall be liable if it would be prevented from fulfilling all or part of its obligations by the occurrence of events of a Force Majeure nature. The Party claiming the force majeure must notify the other Party by registered letter with acknowledgment of receipt. The performance of the obligations of the Party prevented from performing them shall then be suspended for a period equal to the duration of the Force Majeure. After an interruption of 30 (thirty) days due to Force Majeure, either Party may ex nunc terminate the Cooperation by registered letter with acknowledgment of receipt sent to the other Party, as provided for in these Terms and Conditions.

Termination by notice

The Cooperation ends by the termination of these Terms and Conditions at the initiative of one of the Parties, by registered letter with acknowledgement of receipt, at least 3 (three) months before the anniversary of these Terms and Conditions if the termination (whether or not partial) is effected by Service Provider and 2 (two) months before the anniversary of these Terms and Conditions if the termination is effected by Customer

Regardless of the partial or full cancellation of these Terms and Conditions by the Customer, the Customer shall always remain liable for payment of the last contractual period running and shall not be entitled to a partial credit or refund of the last invoice regardless of whether the Customer has already received it.

  1. Miscellaneous provision

Applicable law and jurisdiction

Belgian law shall apply to these Terms and Conditions. Only the Commercial Court of Antwerp, Antwerp Division shall be competent to take note of disputes concerning these Terms and Conditions and the Cooperation.

In the event of a dispute regarding these Terms and Conditions, Service Provider shall always have the right to commence legal proceedings before the competent courts of the place of the Customer’s registered office.

Severability

If any provision of these Terms and Conditions is found to be wholly or partly invalid, unenforceable or has been partially rescinded for any reason, this will not affect the validity and/or applicability of the other provisions. The parties undertake to adopt in good faith the necessary contractual changes and provisions so that each party is in an economic situation substantially equivalent to that which would have resulted from the application of a provision or provisions to be considered null and void or unenforceable.

However, this provision shall not apply if the nullity or unenforceability relates to commitments that Service Provider considers essential or if the partial dissolution would affect the economy of the Cooperation.

No waiver

No failure or delay in exercising any right, power or remedy under these Terms and Conditions nor any separate or partial exercise by either Party of any right, power or remedy shall be deemed a waiver thereof. The remedies provided in these Terms and Conditions are cumulative and do not exclude any remedies provided by law.

Execution

For the implementation of these Terms and Conditions, the Parties respectively choose domicile at the place where their registered office is established.

If the implementation of these Terms and Conditions gives rise to a deontological dispute on the part of the Customer, Service Provider shall act in accordance with the advice of the competent disciplinary authority.

Unless these Terms and Conditions expressly stipulate otherwise, all written notifications may be made by e-mail in accordance with Article 2281 of the Civil Code, on the understanding that the burden of proof of proper delivery of the e-mail lies with the sending party.

Refunds

All payments are non-refundable unless expressly stated in these Terms and conditions.

Annex:

Definitions terms and conditions

“Administrator”:

means the person designated as such by the CUSTOMER who will be responsible for assigning usernames and user rights to the Single End Users and for creating their passwords and usernames.

 “Anomaly”:

Means a malfunction that prevents the use of Software or results in a non-conforming result or action.

“Data Subject”:

The natural person to whom any Personal Data relates.

“Bruteforce-attacks”:

Means the cracking of passwords that are encrypted (e.g., by combinations of available characters, dictionaries or leaked password files).

“Service provider”:

means the legal entity that signs this Agreement and thereby commits itself with respect to the CUSTOMER.

“Downtime”:

Means the period during which the functionality of the Software is unavailable.

“Data”

Means the data which the CUSTOMER stores within the framework of the use of the Software.

“Hosting”:

Means the running in production of a software application that can be accessed online, including the stored or via functionality accessible data open to the Single End Users of the Customer on external servers.

“Customer”:

Means the natural or legal person who signs this Agreement and undertakes in this regard with regard to Service provider.

“Minor Anomaly”:

Means non-business-critical functional bugs which affect the use of Software but do not entirely prevent it.

“Critical Anomaly”:

Means that Software is affected by a functional disorder that seriously affects the normal use of Software resulting in unplanned “downtime” of the Software or possible loss of Data.

“Migration”:

Means the integration of the CUSTOMER’s Data into Software by the Service Provider.

“Delivery”:

The placing of the software on the agreed digital location of the Customer.

“Force Majeure”:

Means the following non-exhaustive listed cases: riots, total or partial strikes inside or outside the company, lock-outs, heavy weather, epidemics, earthquake, fire, storm, flood, power failure, water damage, restrictions imposed by the government or by law. Are also considered, as expressly agreed, as cases of force majeure: destruction of equipment, computer attacks or piracy, the blocking, in whole or in part, of the bandwidth, of the supply of energy, the abolition or prohibition, temporarily or permanently, and for whatever reason, of access to the Internet, the (electronic communications) networks, the means of telecommunication and functionality offered by third parties necessary for the execution of the Agreement, the cause of which is beyond the control of the Parties and the requirements or provisions of a legislative or regulatory nature, which have an impact on the object or the execution of this Agreement, including the extent of the Parties’ mutual rights and obligations.

“Excessive Use”:

Situations where access is granted to a larger number of Single End Users than contractually agreed between the Parties and therefore not permitted.

“Personal data”:

Any data relating to an identified or identifiable natural person that Processor has received from the Controller under the Underlying Agreement or to which it has gained access through the intermediary of the Controller and that Processor is required to Process

“Partnership”:

The quotation signed by the Customer and Service Provider, including the Terms and Conditions and the accompanying Appendices.

“Single End User”:

Means the natural person who works as a (seconded) self-employed person, proxy holder, employee, trainee, interim worker, or in any other way (whether on a permanent, temporary, full-time or part-time basis) within the enterprise of Customer and who actually makes use of the right to use the Software obtained by Customer, and who is designated by Customer.

“Software”:

Means sophisticated modular software, called Lawren.io, which by means of a chatbot can answer questions based on NLP as well as guide the User through a tree structure, which also helps finding back agreements and documents as well as automates the creation of contracts and other documents by means of another chatbot (“Contract Bot”). The technical specifications of Software are described in appendix 1.

“Process/Processing”:

Any operation or set of operations which is performed upon Personal Data or a set of Personal Data, whether or not by automatic means, such as collection, recording, organising, structuring, storage, adaptation or alteration, retrieval, consultation, use, indexing, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction of data