Article 1: Preamble
Article 2: Definitions
In the context of the present Terms, the terms defined below have the following meaning:
- Client: the natural person or legal entity that has concluded a License agreement with Wolters Kluwer regarding the Product.
- Content: the content of the Product made available, provided, uploaded in or downloaded from the Product by the Client or the Single End User.
- Interface: the website, secure or otherwise, internet, intranet or any other digital medium through which the Product is made available to the Client and all Single End Users.
- License: non-exclusive and non-transferable right of use relating to the Product, granted by Wolters Kluwer to the Client, which includes the use of the Product by Single End Users, in accordance with these Terms.
- Product: Kleos Connect, for which the Client has concluded a License Agreement with Wolters Kluwer.
- Single End User: the natural persons appointed by the Client and who are granted access to the Product by the Client.
- Terms: the entirety of these terms and conditions under which the Single End User may make use of the Product and which the Single End User explicitly accepts.
Wolters Kluwer grants a temporary, non-exclusive and non-transferable right of use to their Client and the Single End Users of their Client, with respect to the Product. No other rights are granted.
Once the Client has obtained a License for the Product from Wolters Kluwer, the Client has the possibility to assign individual access to the Product and specific Content to certain Single End Users. The Client expressly declares that it will provide the necessary precautions and administrative assistance when assigning access to the Product to Single End Users. The Client expressly declares that it will inform the Single End Users of the use of the Product prior to assigning the individual access to the Product to a certain Single End User.
The duration of the right of use is equal to the duration of the Product’s License agreement of the Client with Wolters Kluwer. Upon termination of the Product’s License agreement with Wolters Kluwer, the Single End User’s right of use also ends.
Single End Users shall access the Product through the Interface provided or made available by Wolters Kluwer. The Client and Single End Users are responsible for the data, passwords, … that are necessary to use the Product and will handle and store these login details with care. As soon as the Client or a Single End User knows or may suspect that their login details are no longer secret or that there is abuse of the Product, the Client or the Single End User must immediately change the password and notify Wolters Kluwer without further delay. Furthermore, the Client or Single End User shall take all effective and necessary measures to keep their login details and subsequently their Content safe, by for example periodically changing their login details.
A Single End User is not permitted to use the Product for its own commercial purposes, i.e. to make Product available to third parties, to sell, rent out, decompile, subject to reverse engineering or adapt it without the prior consent of Wolters Kluwer. Nor may a Single End User remove or bypass any technical provisions intended to protect the Product or the content that has been made accessible by the Client (or have them removed or bypassed).
Single End Users undertake:
- Not to disrupt or interfere with, or attempt to disrupt or interfere with the functionality, accessibility, security or proper working of the Product or the Interface.
- Not to make illegal use of the Product or upload or download illegal Content using the Product.
- Not to upload, download, transmit or store any Content that is unlawful, offensive, defamatory, fraudulent, deceptive, harmful or obscene.
- Not to exceed the limit of xxx megabyte per file that is uploaded or downloaded using the Product.
- Not to attempt to gain access to Wolters Kluwer’s systems, data or any other (third party, Client or other Single End User) systems or data other than those which the Single End User is legally allowed to access.
Article 4: Intellectual property rights
Solely a right of use has been granted by Wolters Kluwer. The Product and all intellectual property rights therein are and remain the property of Wolters Kluwer and/or its licensors. The data entered by the Single End User or the Client through use of the Product itself will remain the property of the Client and/or the Single End User.
The Client and the Single End Users shall respect the brand and reputation of Wolters Kluwer and shall ensure that the use of the Product in no way damages the rights and/or reputation of Wolters Kluwer.
Article 5: Privacy and data protection
Wolters Kluwer does not have access to the Content of the Client or the Single End Users, unless after consent has been given or in the event access is absolutely necessary for technical reasons or in case of urgency. Wolters Kluwer undertakes to process the Content that may be received of one of these circumstances as strictly confidential with due observance of and respect for the professional confidentiality of the Client or the Single End Users.
Wolters Kluwer respects the applicable rules and regulations regarding the protection of personal data.
Article 6: Limitation of liability
Wolters Kluwer makes no representations or warranties, express or implied, with respect to the availability of the Product. The Product is provided “as is” and “as available” and is a standard Product that will not be customized to specific needs of Clients or Single End Users.
Under no circumstances shall Wolters Kluwer be liable for any direct, indirect, incidental or consequential damages that result of, arise out of or relate to the Client’s or Single End User’s use of or inability to use the Product or any website linked to the Product.
The Single End User and/or the Client shall defend, indemnify and hold harmless Wolters Kluwer from and against any and all claims, damages, liabilities or costs arising from the use of and access to the Product, the violation of these Terms or of any third party right. This defense and indemnification guarantee shall survive the use of the Product or the termination of the License agreement.
Wolters Kluwer reserves the right to at any time suspend access to part or the entirety of the Product for maintenance, updates and releases, security or data privacy events or any other necessity or interruption, planned or unplanned, as determined by Wolters Kluwer at its sole discretion. Wolters Kluwer may also suspend or terminate any access for legal or regulatory reasons. In no event Wolters Kluwer shall liable for any damages whatsoever towards the Client, the Single End Users or any other third parties for such suspension or termination.
Article 7: Applicable law and competent courts
These Terms are governed by Belgian law. Any disputes relating to these Terms shall be submitted to the competent courts in Brussels.