Terms of Service
- Open Lex bvba (hereinafter referred to as "we", "us", "our", "ours" or "lex.be") offers its products and services in "software-as-a-service" mode (the "Services") to users (referred to herein as "You", "Your", "yours" or "User") under these terms of service (the "Terms of Service").
- Changes to our Terms: We reserve the right to review and revise the Terms from time to time. You will be notified in due time of such changes and you will be deemed to have accepted any such changes if we do not receive a written objection in legally due time or if you use the Services subsequently to the posting of our revised Terms.
Words set out in these Terms starting with capital letters have the following meanings:
- "Account": an individual account created for each user and accessible through username and password that allows the user to use the Service;
- "Content" means all information, in particular legislation, case law, summaries, commentary, papers, other text, graphics, photos and images, created or contributed by us or the users;
- "IPR" means intellectual property rights which include, but are not limited to copyright, database rights, registered patents, trademarks, service marks, brands, design rights (whether registered or unregistered), and all other similar rights and all other renewals and extensions thereof in any part of the world.
3. User Registration
- Registration: In order to access or use the paying features of the Services, you need to register by filling in our registration form. You may only register if, you (a) have accepted our Terms; (b) have provided us with complete and accurate information for the registration; and (c) have confirmed your Account.
- Access: Certain Services or Content may be made accessible or non-accessible to certain Users, depending on your subscription.
- Username and password: By registering with us you warrant that the information given for your Account is complete, true, accurate and not misleading in any way. You shall notify us of any changes to such information in order to ensure that it remains up-to-date. You are advised to keep your username and password details secure at all times. You are responsible for all activity that occurs on your Account. You must immediately notify us of any unauthorized use on your Account. You are not authorized to assign your subscription and any of its rights to a third party, nor to use an Account belonging to someone else.
- Public references: Your name may be displayed when you publish Content to other users.
4. Rights and Obligations
- Our contractual obligations hereunder qualify as an obligation of means.
Your obligations: By using the Service or accessing he Content you agree to:
- not copy, reproduce, reverse engineer or decompile any part of the Services, except as expressly provided in these Terms or otherwise agreed to by us in writing;
- not (or attempt to) hamper, disable, interfere or attempt to interfere with the Services or any part of it or in any way reproduce or circumvent the navigational structure of the Services;
- not use the Services for any unlawful purpose or for the publication of, linking to, issue or display of any unlawful material or which breaches the rights (including, but not limited to IPR) of us, other users and/or any third party or which encourages or procures any criminal activity;
- comply with all applicable laws and regulations in using the Services;
- observe and comply with any data volume limit which may apply to the Services (or part thereof).
- Assignment: These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you without our express prior written consent. In the event that you transfer or assign any right, obligation or duty, you undertake, represent and warrant that: (i) any assignment of rights or obligations granted hereunder is not contrary to or incompatible with each and any provision of these Terms; and (ii) each obligation and duty towards us is duly imposed upon and entirely complied with by each assignee. Even after an assignment you will not be relieved from any of your obligations and duties towards us hereunder. An assignment of our rights or obligations may be conducted by us at our sole discretion.
- Modifications to the Services: We reserve the right to improve, review, revise, modify or discontinue the Services or Content from time to time, without giving you prior notice. Access to the Services or Content may therefore be suspended temporarily or permanently and without notice in the case of system failure, maintenance, review or repair, or for reasons beyond our reasonable control.
5. Intellectual Property Rights (IPR)
- Content: A significant part of the Content we use is free of copyright restrictions (such as legislation and case law) depending on jurisdiction and applicable law. However, the Services, our software, platform, the Content, including the one provided by users (e.g. summaries, comments, open access publications), graphics, logos, trademarks and software are subject to IPR.
- Our IPR: All IPR subsisting in the Services, or the underlying software is either owned by us, licensed to us, or not copyright-protected. All rights remain reserved to us or, if provided by a third party, to such third party (even if any such Content is not explicitly identified to be legally protected or registered). When using the Service, you only acquire a non-exclusive right of use during the term of your subscription. Under the applicable IPR laws, any copying, reproduction, distribution, publication, re-use, sale or rental by any means of the data contained in our databases is strictly prohibited without our prior written authorization.
- Sharing: Save for legislation or case law, you may not share, reproduce, copy, post or edit outside the Services, any Content, including but not limited to the User Content uploaded by other users for Community Use, unless explicitly marked for re-use (e.g. with a CC License) and provided that you comply with the associated license terms.
- References: You are not authorized to modify, delete or render unrecognizable the references relating to our IPR in or on the platform, the website or the documentation, nor to use or register any brand, creation or domain name of us, nor any corresponding name or sign, in any country, throughout the world.
- Open source software: The Services are developed in a combination of both software and algorithms developed by us as well as selected open source software components.
6. User Content
- We permit users to post, upload, transmit through, or otherwise make available through our Services texts, summaries, comments, tags, highlights, open access publications, images, graphics, photos and/or other materials ("User Content"). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.
- User Content may be uploaded either for "internal use" or for "community use". Content marked for "internal use" will only be visible and accessible by users that he user has approved. Content marked for "community use" will be visible and accessible by all users. Users shall always have the ability to change these settings.
- You acknowledge and agree to be solely responsible for your submitted User Content. You represent and warrant that you are the owner of all IPR to the User Content and that the User Content does not: (i) include the sale of advertising, sponsorships or promotions; (ii) violate public policy; (iii) infringe third party's rights, e.g. privacy rights, IPR; or (iv) contain material that is unlawful or will promote illegal or unlawful activities.
- You represent and warrant that all necessary rights, permissions, consents and moral rights' waivers have been duly and effectively obtained from any co-author, publisher or other person involved in the User Content or rights, services or facilities in connection with it and that you are authorized to dispose over such rights at your sole discretion and to the extent provided for herein.
- In order to operate the Services and related services in accordance with applicable IPR, you hereby grant to us, a worldwide, unlimited, non-exclusive, royalty-free, transferable and perpetual right and license to use, copy, reproduce, print, distribute, publish, display, exhibit and otherwise exploit the part of your User Content that you explicitly marked for Community Use for any purpose whatsoever by any and all means in any (whether now known or hereafter devised) for the purposes of our activities, as well as a worldwide, unlimited, non-exclusive, royalty-free, transferable and perpetual right and licence to analyze your User Content through automated tools to structure and enrich the content, and/or to offer new services or applications based on this Content.
- You agree that you shall not be entitled to any fees or additional consideration for use in accordance with this paragraph.
You represent, warrant, and covenant that you will not submit any User Content that:
- violates applicable law;
- is intentionally misleading;
- impersonates another or is unlawful, threatening, abusive, libellous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable;
- is an advertisement for goods or services or a solicitation of funds;
- includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references;
- contains any virus, trojan horses or other harmful code or script.
- We have the right, but not the obligation, to monitor public User Content and to refuse to post, remove, or disable access to any public User Content, in case it is unlawful, not in accordance with these Terms or detrimental for the Services or other users.
7. Fees and Invoicing
- Prices and payment: The fees for paid Services are published on the lex.be website. Payments are due no later than 30 days after the date of the invoice. Set up fees will be invoiced on delivery of the Service, recurring fees will be invoiced on an annual basis.
- Direct debit and credit card: If you mandated us to collect payment through "SEPA Direct Debit" or "recurring credit card payment" you shall notify us about any changes in account numbers or credit card numbers and expiry dates during the term of the Service. You will be responsible to provision your Account with sufficient funds to allow payments. If not, we shall be entitled to charge the cost of processing an additional payment request with a minimum of 20 EUR excl. VAT.
- Late payment interest: If payment is not received by the due date the amount due will automatically be increased with late payment interest of 1% per month, as well as a lumpsum fee of 10% of the amount due to cover the collection costs (including reasonable attorney's fees) with a minimum of 200 EUR. In cases an invoice is not settled in full as of the relevant due date, we have the right to charge the setup fee (if the setup fee was waived), suspend your Account immediately and, after a period of 90 days, to delete your Account and your User Content.
- Term and termination: Unless agreed otherwise, the term for subscription services is 12 months. Subscriptions for a term of 12 months will be renewed automatically unless terminated 90 days before the start of the next 12-months-period. We reserve the right to terminate the subscription in case of material breach of the Terms.
- Offsetting and withholding: Offsetting against our claims or withholding payments is not be permitted.
- You agree to fully indemnify and hold us, our affiliates, officers, directors, shareholders, employees and agents harmless in respect of all liabilities, damages, claims, actions, expenses, demands or costs (including any legal fees in relation to such claim or damages) incurred by us arising from, or in connection with: (i) your use of our Services; (ii) User Content provided by you; (iii) any actual or alleged violation or breach by you of these Terms; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to Us; or (v) your acts, faults or omissions. You agree to cooperate fully with us in the defence of any claim that is the subject of your obligations hereunder.
- We shall indemnify you against any costs or expenses incurred by you as a result of a legal action brought by a third party concerning a violation or alleged infringement of IPR of third parties in relation to the use of the Service in accordance with the terms of these Terms, provided that you immediately inform us in writing of such action, you authorize us to defend ourselves as it sees fit against the claims in question, and provided that you provide at our first request any relevant information and cooperates with us. If we are prohibited by law to use our platform by reason of an infringement we shall be entitled, in our sole discretion and for our own account, (I) to obtain for you the right to continue to use the web application as defined herein; (II) to replace or adapt the web application so that it no longer affects, provided that the functionality remains substantially unchanged; or (III) if the foregoing options (I) and (II) are not reasonably practicable, terminate the agreement and / or the Service. Without prejudice to what is provided for under this article, we shall not be liable to you if the request concerns (I) the use of the Service, web application in connection with data, hardware or software not provided by us; (II) irregular use of the web application, or use in a manner not described in these Terms; (III) compliance of your express instructions. You acknowledge and agree that our entire and exclusive liability for infringement of IPR shall be construed as determined in this article 8.2.
9. Disclaimer and Limitation of Liability
- We make no express or implied representations or warranties of any kind (and all representations and warranties are expressly disclaimed to the fullest extent permitted under applicable law) with respect to the accuracy, quality, workmanship, timeliness (including in respect of delivery), operability, merchantability, availability, or completeness of the Services, Content or towards the non-infringement of IPR or any other rights of third parties or the fitness of the Content for a particular purpose. Any decisions or action taken by you on the basis or in relation to the information, Content or services provided on or via the Services are at your sole discretion and risk.
- You acknowledge and agree that you access and use the Services and Content at your own risk on an "as is" and "as available" basis and that we are not liable for any errors or omissions in any Content, service, any availability or delivery (including without limitation whether caused by interruption, deletion, delay in operation, transmission, communication line, errors, omissions or computer virus, trojan horses, or other harmful code or script).
- We do not warrant that the Services or the Content will be error-free or uninterrupted or that defects will be corrected. We reserve the right at any time and without notice to add, adjust or remove the Services or Content (or part thereof) for whatever reason, or to interrupt the operation of the Services as may be necessary to perform routine or non-routine maintenance, error correction or other changes.
- We may provide now or in the future hyperlinks to other websites that are not owned or controlled by Us. we accept no responsibility or liability for any material supplied by or contained on any third-party website which is linked from or to our Services. Neither are we responsible for any third party's websites and you visit such websites entirely at your own risk.
- Exclusion: Subject to section 9.8 below, you agree that we, our and our affiliates' employees, directors, distributors, licensors and agents shall not be liable, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, for any (i) loss of business, opportunity, use, profit, anticipated profit, contracts, revenue, goodwill or anticipated savings or (ii) loss of data or use of data, whether direct, indirect, consequential or special and whether arising in connection with the use of or attempt to use the Services or the Content, the inability to use these items, interruption or termination of our provision of the Services or Content and even if we have been advised of the possibility of such damages occurring.
- Limitation: Subject to section 9.8 below but notwithstanding anything to the contrary in these Terms, our total liability to you under or in connection with the Service or the Content, whether arising from contract, negligence or howsoever, shall be limited to the lesser of (i) the aggregate charges paid by you throughout the last 12 months of the Service and (ii) 5,000 EUR.
- Force majeure: In any event, to the fullest extent permitted by applicable law, we shall not be liable for any damage or loss, whether direct or indirect, that you may suffer as a result of a failure by us to deliver the Content or Services for any reason, including but not limited to access delays or interruptions, data non-delivery, failure to deliver the Content or Services due to server failure or any event of force majeure including without limitation, acts of God, war or terrorism, breaches of security or unauthorized use of personal data arising from hacking and/or failure or lack of reception of networks. The exclusion set out in this section shall apply even in the event that the loss or damage suffered by you was or should have been foreseen by us and/or you told us of the risk of you suffering the loss or damage in question.
- Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other type of liability which cannot be limited or excluded by applicable law.
10. Termination and Suspension
- We reserve the right to suspend, restrict or terminate your Account and/or access to the Services at any time, without notice and at our discretion, where you are or we suspect that you may be in breach of these Terms, or where your use of the Services or Content may be causing damage.
- All disclaimers, indemnities and exclusions in these Terms shall survive the termination of these Terms.
11. Customer Data & Privacy
- You acknowledge that we will, by virtue of the provision of Services, come into possession of personal data ("Customer Data") and that such data may be stored by us as processor in one or more databases located in the EU.
- We shall implement appropriate technical and organisational measures to protect Customer Data against unlawful destruction or loss, alteration, unauthorised disclosure or access and against other unlawful forms of processing. You have the right to access Customer Data upon written notice and have any agreed errors in such Customer Data rectified. The Customer can obtain additional information with the Commission for protection of personal data (www.privacycommission.be).
You acknowledge and agree that we may use, process and/or transfer Customer Data (within the EU):
- in connection with the provision of Services;
- to incorporate Customer Data into our database for the purpose of administration, provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and customer analysis and reporting, market and customer use analysis, and
- to communicate to the Customer by voice or email regarding our products and services.
- You may withdraw consent for such use, processing or transfer of Customer Data as set out above, unless it is required to (i) provision, manage, account and bill for the Services; (ii) carry out fraud detection; or (iii) comply with any statutory obligation, regulatory requirement or court or other public authority order, by sending written notice to us in accordance with the prescribed form, available on request.
- You warrant that you have obtained and will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of Customer Data as described in this clause 10.
Each provision of these Terms shall be constructed separately and independently. The effectiveness of these Terms shall not be impaired if any provision of these Terms should be completely or partially invalid or unenforceable. In this case, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms remain in full force and effect.
13. Governing Law and Jurisdiction
- These Terms shall be governed by and construed in accordance with Belgian law.
- All disputes arising out of or in connection with these Terms, including any questions regarding its existence, validity or termination, shall exclusively be settled by the court responsible for commercial matters in Brussels in accordance with the law in force in Belgium, without reference to its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded.
The original version of the Terms is in English language. Any translated version is for your convenience and information only. In case of disputes the English text shall prevail.