GENERAL

 

  1. DEFINITIONS
  1. In these terms and conditions, the following capitalized terms have the meaning set forth hereunder.

Administrator User: a category of Editor User, included in the number of Editor User permitted in the License, that has the supervisory powers to oversee the Webservice and to give access rights to the Users;

Buyer: the natural or legal person who has submitted and entered into the License Agreement;

Buyer Content: all electronic data, files or information submitted by Users to the Webservice and stored in the Environment of the Buyer;

Consulting Services: any additional Services requiring consulting services that are requested by Buyer by way of a Service Request and that may incur additional costs;

Data Owner: contact person assigned by Buyer to be the primary contact point for Wolters Kluwer, has decision-making powers and is ultimately responsible for the Webservice;

Documentation: means the documentation provided by Wolters Kluwer with the Product;

Editor User:  User who has been appointed by Administrator User of the Environment, which may include Buyer Content rights, such as user management and data deletion rights, and the ability to edit Buyer Content in the Environment, as designated in the Webservice;

Legisway Essentials or Legisway Enterprise: Legisway Essentials or Legisway Enterprise refers to the trade name used by Wolters Kluwer for the Webservice;

Legisway Essentials or Legisway Enterprise Terms and Conditions: These Legisway Essentials or Legisway Enterprise General Terms and Conditions;

Effective Date: means the earlier of (i) the date specified on the License Agreement on which the Webservice commences, or (ii) the date the Buyer first accesses the Product;

Environment: an environment in the Webservice dedicated to Buyer;

Fees: refers to the fees agreed in the License Agreement;

Legal Theme: a collection of Matters with a shared logical reporting or access requirement, as described in the License Agreement;

License: annual subscription to the Webservice giving Buyer the rights set forth in Article 3; 

License Agreement: the agreement for the Webservice and

Services which have been completed and submitted to Wolters Kluwer by Buyer and accepted by Wolters Kluwer in which the Legisway Essentials or Legisway Enterprise Terms and Conditions have been declared applicable;

Matter: (legal) type of information with its own dashboard, reporting

access option, describing the relationship between entities and

forming a part of a Legal Theme, and as described in the License Agreement;

Onboarding Services: As defined in the License Agreement, which includes for each Legal Theme type chosen, the setting up of the standard dashboard, one-hour training, up to 5 specific reports, up to 2 specific alerts and up to 15 additional reporting fields;

Parties: Buyer and Wolters Kluwer;

Product: Webservice and any associated Documentation; refers to the

Servers: a collection of dedicated computers and related hardware managed by Wolters Kluwer, upon which is installed webserver software, support software or database software for providing the Webservice via the Internet;

Services: any services provided by Wolters Kluwer, including but not limited to, Onboarding Services, Consulting Services, the configuration of Webservice, the migration of Buyer Content, and the training of Users, which may incur additional costs;

Service Hours: the opening hours of Wolters Kluwer helpdesk, being Monday to Friday 8.00 - 18.30 hours (CET);

Service Request: an offer issued by Wolters Kluwer for additional Services requested by Buyer, which will be deemed accepted by Buyer by returning a signed copy back to Wolters Kluwer and into which the Legisway Essentials or Legisway Enterprise Terms and Conditions are applicable;

Support: the provision of Buyer supports pursuant to Article 15;

Support Ticket: a request from a User to Wolters Kluwer on a problem relating to the Webservice or a question about the use or the implementation of the Webservice;

Third Party Materials: means software and data licensed or provided by third parties which are connected to the Product. Certain Third-Party Materials may only be available to Buyer if ordered by Buyer in the License Agreement and applicable third-party license agreements and disclaimers, if any, will be provided with the Product;

User:   a natural person who is authorized by Buyer to use the Webservice on behalf of Buyer, who can be an Editor or Viewer User;

Viewer User: User who has viewing access rights, meaning limited read-only rights;

Webservice: refers to the Legisway Essentials or Legisway Enterprise online software application hosted by Wolters Kluwer or its suppliers under the name “Legisway Essentials or Legisway Enterprise” and made available for access and use by the Buyer, identified in and subject to a License Agreement; 

Wolters Kluwer: refers to Wolters Kluwer Belgium NV, a limited liability company incorporated in Belgium with registration number 0405.772.873 and having its registered office at Motstraat 30 – 2800 Mechelen;

 

2. APPLICABILITY

2.1 The License Agreement is made and entered into as of Effective Date between Wolters Kluwer and the Buyer that orders the Product and is legally binding on both Parties. The individual who accepts the License Agreement on behalf of Buyer represents that he or she has authority to bind Buyer to the License Agreement. The License Agreement governs each License taken out by Buyer and all services rendered by Wolters Kluwer to Buyer to the exclusion of any other terms that Buyer seeks to impose or incorporate, or which are implied by trade, Buyer, practice or course of dealing.

 

2.2 The documents constituting the License Agreement have the following order of priority: License Agreement; the Legisway Essentials or Legisway Enterprise Terms and Conditions. In case of conflict between these documents, the document with the highest priority will prevail.

 

2.3 Wolters Kluwer may make amendments to these terms and conditions. In case of an amendment, Wolters Kluwer will give Buyer at least 30 days’ notice thereof. Buyer will have the option to object to an amendment within 30 days following the notification. In case of an objection where no agreement can be reached between the Parties, the Buyer will remain with the existing Legisway Essentials or Legisway Enterprise Terms and Conditions. If Buyer does not reject the amendment within 30 days following the notification thereof, an amendment will be considered to be accepted by Buyer.

 

3. LEGISWAY ESSENTIALS OR LEGISWAY ENTERPRISE LICENSE

3.1 Subject to the terms and condition of the License Agreement and the Buyer’s payment of all relevant fees, Wolters Kluwer grants to the Buyer a non-exclusive, non-transferable limited license to allow its Editors and Viewer Users to access and use the Product for Buyer’s internal business purposes, subject to the maximum number of Editors and Viewer Users set forth in the License Agreement, as applicable. The terms of the foregoing license will be as set forth in the License Agreement. Buyer will only allow access to the Product by (i) its employees, including affiliated companies’ employees, (ii) its affiliated companies and (iii) independent contractors (but solely to the extent necessary for such independent contractors to provide services to Buyer). Buyer shall be solely responsible for connection of the Buyer’s systems to a telecommunications service that provides Internet access and use of the Webservice.

 

3.2 Buyer acknowledges and agrees that the Webservice is provided on an “as is” basis.

 

3.3 Wolters Kluwer will, at the written request of Buyer, create an Environment for Buyer, or remove an Environment from the Webservice. If the number of Users or the functions of the Webservice used by a User does not correspond with the License Agreement of Buyer, Wolters Kluwer may charge Buyer for additional fee(s). Buyer will have to inform Wolters Kluwer in writing and in a timely manner about additional Users.

 

3.4 Wolters Kluwer will be entitled to suspend one or more User’s access to the Webservice or the access of all Users to one or more Buyer Content(s) if the number of Users or the functions used by a User do not correspond with the License Agreement of Buyer. Wolters Kluwer will be entitled to suspend a User’s access to the Webservice if it has prima facie evidence that Buyer does not meet the requirements set forth in Article 3.3.

 

3.5 The Legal Theme will be dedicated to Buyer for maintaining its Buyer Content. Buyer may create Buyer Content and Users in the Legal Theme.

4. PRICING AND TERMS OF PAYMENT

4.1 Wolters Kluwer will charge Buyer for the Fees described in the License Agreement. Wolters Kluwer reserves the right to adjust the Fees during the term of the License Agreement (a) in the event of an expansion of the modalities of Legisway Essentials or Legisway Enterprise  or the relevant service, or (b) if and to the extent that the cost of providing Legisway Essentials or Legisway Enterprise or service increases and this is based on ensuring the continuity of the services. If Fees increases are implemented for a reason other than the aforementioned and Buyer cannot agree to this, Buyer will attempt to resolve this amicably with Wolters Kluwer. If no agreement can be reached, Buyer will have the option to terminate the License Agreement in writing free of charge no later than 1 (one) month after such announcement.

 

4.2 Such adjustment in Fees shall apply in respect of the annual Fees due following such increase and not with immediate effect.

 

4.3 Wolters Kluwer will send Buyer an invoice each year for the use of the Webservice in the month during or after the start of the Webservice. Invoices may be sent electronically. All Services and applicable fees are included in the License Agreement. Any Services will be charged to and paid for by Buyer before they have been provided. Buyer may request additional Services to Wolters Kluwer by e-mail. Any additional Services and their applicable fees will be confirmed by Wolters Kluwer by means of a Service Request, which will need to be accepted in writing by Buyer. Without receipt of a signed Service Request by Buyer, Wolters Kluwer will not start with Services.

 

4.4 Buyer shall pay Wolters Kluwer’s invoices within 30 days from the date of invoice. A failure of Buyer to pay any amount due to Wolters Kluwer’s in time shall be considered as a material breach of the License Agreement. The amount of any invoice not paid on the due date shall be increased, automatically and without prior notice of default, by interest equal to 1% per month, whereby every commenced month shall be regarded as a full completed month, and a fixed payment for the amount equal to 15% of the sum of the invoices still outstanding, with a minimum of EUR 25.00. Moreover, Wolters Kluwer is entitled to charge all costs incurred pursuant to the issuing of reminders or notice of default (hereafter called ‘reminder costs’). If the Buyer fails to pay one or more outstanding claims to Wolters Kluwer, the latter can suspend performance of this License Agreement with the Buyer until payment for all outstanding accounts have been remitted, including the added compensation for damages, late payment interest and reminder costs.

 

4.5 All payments made by Buyer will first be applied against the oldest of any outstanding invoices from Wolters Kluwer, irrespective of any other indication by Buyer. Buyer may not postpone payment or withhold payment of any amount due to Wolters Kluwer because of any set-off, counterclaim, abatement, or other reason.

 

4.6 Wolters Kluwer is authorized to read out, whether or not automatically, the user management data entered in the Environment and to use those data to ensure correct calculation and invoicing of the fee for the use of the Webservice to Buyer. In addition, in order to comply with the fair use policy, Wolters Kluwer has the right to check the numbers of Users maintained by Buyer in the Webservice. 

 

4.7 All sums payable by Buyer to Wolters Kluwer shall become due immediately on the termination of the License Agreement, despite any other provision. This Article 4.7 is without prejudice to any other right of Wolters Kluwer under the law or the License Agreement.

 

5. LIABILITY

5.1 Both Parties’ direct liability for whatever reason is limited to the amount of the aggregate License fees paid by Buyer to Wolters Kluwer for the use of the Webservice during the 12 months period preceding the event which cause the loss or damage.

  1. In no event shall Parties be liable for any indirect loss or damages of any nature resulting in loss or damage caused by loss of business, loss of profit, loss of goodwill, business interruption, or loss or corruption of data.
  2. Parties cannot invoke this limitation of liability clause if the loss or damage has been caused by willful misconduct or gross negligence of Parties.

 

5.2 In addition to the Parties, each of its affiliated companies, employees, agents and sub-contractors may invoke the limitation of liability set forth in Article 5.1.

 

5.3 This article 5 shall survive termination of the License Agreement.

 

6. INDEMNITIES

6.1 Buyer shall indemnify Wolters Kluwer against all liabilities, costs, expenses, damages and losses (including legal costs and expenses) suffered or incurred by Wolters Kluwer arising out of or in connection with:

  1. Claims from third-parties due to Buyer’s unauthorized use or adaptation of the Webservice;
  2. Claims from third-parties that are based on an allegation that the information saved and/or exchanged by Buyer or Users is unlawful.

 

6.2 Wolters Kluwer shall indemnify Buyer against all liabilities, costs, expenses, damages and losses (including legal costs and expenses) suffered or incurred by Buyer, arising out of or in connection with a claim that the Webservice or any part thereof (excluding content of the Webservice), constitutes an infringement of any patent, copyright, trademark, trade secret or other intellectual property right of any third party.

 

6.3. Both Parties shall notify each other promptly of any such suit, claim or proceeding and give each Parties authority, information, and assistance (at Parties own expense) for the defence of the same, and each Party shall pay its own damages and costs awarded therein.

 

6.4 This Article 6 shall survive termination of this License Agreement.

 

7. IP RIGHTS AND RIGHTS IN THE BUYER CONTENTS

7.1 Buyer acknowledges and agrees that all intellectual property rights in the Webservice, including the functional and technical design, the lay out, the programming, the structure of the database, the functionalities and the source codes of the Webservice, and all related documents exclusively belong to Wolters Kluwer or its licensors. The provision of the Webservice or any related product or service does not imply any transfer of intellectual property rights to Buyer.

 

7.2 All rights of whatever nature in relation to Buyer Content belong to the Buyer.

 

8. TERM AND TERMINATION

8.1 A License Agreement becomes binding on the Effective Date. A License Agreement is entered into for twelve (12) months, which will be automatically renewed by a period of twelve (12) months. Either Party may only terminate the License Agreement partially or wholly, by giving at least three (3) months written notice to the other party prior to the end of the contract year, unless terminated as otherwise provided for in the License Agreement. If the License Agreement includes more than one License to the Webservice and only one License is terminated, the License Agreement will still be valid until the last License has been terminated.  Written notice must be communicated by means of a termination letter duly signed by an authorized representative of the Buyer, sent by email or by registered post.

 

8.2 A License Agreement terminates by force of law upon the termination of all Licenses of the Webservice, provided a termination notice was submitted in compliance with 8.1.

 

8.3 Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the License Agreement with immediate effect without liability to the other Party if:

  1. the other Party commits a material breach of any of the terms of the License Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach;
  2. the other Party commits persistent breaches of the License Agreement (such breaches having been notified), so as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to abide by the License Agreement;
  3. the other Party has been declared bankrupt or granted moratorium;
  4. the other Party takes or suffers any similar or analogous action in any foreign jurisdiction in consequence of debt; or
  5. the other Party ceases its business.

 

8.4 On termination of the License Agreement for any reason:

  1. Buyer shall no longer have access to the Webservice;
  2. the right of Buyer to use the Webservice lapses immediately and Buyer shall cease all use of the Webservice;
  3. Wolters Kluwer will no longer be responsible for saving the data in the Environment. The data referred to in Article 21.2 shall be made available to Buyer, provided that Buyer makes a written request to that effect to Wolters Kluwer within one month after the effective date of the termination of the Agreement, in which case Article 21.2 shall apply;
  4. the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

 

8.5 If a Buyer wishes to terminate a License to the Webservice according to Article 8, the Buyer will be responsible for the timely removal from the Environment of any Buyer Content that is no longer used and stop the access to the relevant Users. Buyer may be charged for any additional fees that may be incurred related to the removal of the Environment and Buyer Content that is not included in the License Agreement.

 

8.6. At the request of Buyer and at Buyer’s expense, Wolters Kluwer will cooperate in the transfer of Buyer Content kept for the Webservice in the Environment to a third party. Wolters Kluwer does not warrant that such transfer will be possible within the timeline and specifications required by the Buyer and will not incur any liability in respect of such transfer.

 

8.7 inform Wolters Kluwer, in writing and within 10 days after Buyer sends notice of termination, what needs to be done with the data involved in the relevant Webservice(s). Buyer is required toIn case the Buyer does not give Wolters Kluwer timely instructions about the removal or transfer of data upon termination of the respective License or License Agreement, Wolters Kluwer will be entitled to destroy the data within 120 days from the date of the termination of the Agreement. Wolters Kluwer will not incur any liability in respect of such transfer.

9. FORCE MAJEURE

9.1 Wolters Kluwer shall not be in breach of the License Agreement, nor liable for any failure or delay in performance of its obligations under the License Agreement arising from or attributable to force majeure. Force majeure includes a failure of a supplier of Wolters Kluwer, government measures or instructions, strikes, power cuts, internet or telephone interruptions and other circumstances beyond Wolters Kluwer reasonable control.

 

9.2 If any delaying event under Article 9.1 continues for a period of 60 days of more, either Party may terminate the License Agreement by giving written notice to the other Party of its intention to terminate the License Agreement at the expiry of 14 days from the date of such notice, unless in the meantime the delay in performance has ended.

 

10. MISCELLANEOUS

10.1 All notices and other communications by Buyer to Wolters Kluwer must be in writing and can be sent by e-mail. Buyer will bear the burden of proof that an e-mail or other written communication has been received by Wolters Kluwer. All notices to Buyer by Wolters Kluwer may be given by e-mail or other written communication.

No amendment or variation of the License Agreement shall be effective unless it is in writing and signed by both Parties or in accordance with Article 2.3. 10.2

 

10.3 Buyer may not, without the prior written consent of Wolters Kluwer, assign, transfer, or pledge its rights and obligations under the License Agreement or allow a third party to make use thereof.

 

10.4 Wolters Kluwer may at any time assign or transfer any or all of its rights and obligations under the License Agreement. Wolters Kluwer may subcontract or delegate any or all of its obligations under the License Agreement to a third party.

 

10.5 The License Agreement and all other agreements and legal relationships between the Parties shall be governed by and construed in accordance with Belgian law.

 

10.6 The Parties irrevocably agree that the Commercial Courts of Brussels, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the explanation and performance of the License Agreement and all other agreements and legal relationships between the Parties.

 

 

USE OF THE WEBSERVICE

 

11. PROVISION AND USE OF THE WEBSERVICE

11.1 The Webservice is offered from a central location as a shared generic solution. The Webservice is not specifically maintained for Buyer.

 

11.2 Wolters Kluwer will send Buyer one URL of the Webservice, one URL for the creation of a password and one username credentials within 5 working days after the date on which the License Agreement becomes effective.

                                                                                          

11.3 Each License includes an Environment in which the buyer can keep and manage Buyer Content. In addition, the Buyer is authorized to appoint User(s) to gain access to Buyer Content and Environment(s).

 

11.4 A username and password is designated to one natural person and cannot be used or shared by or with another natural person. If a second User tries to log into the Webservice with a username and a password that is already being used, the session already in use may be terminated.

 

11.5 Wolters Kluwer has the right to modify the offered functionality of the Webservice from time to time to improve or change the functionality and correct errors. Wolters Kluwer will make every effort to solve errors in the Webservice but does not warrant that all errors are corrected. If a modification results in a change in the functionality, Wolters Kluwer will give notice thereof via an online communication in the Webservice or an e-mail to a Data Owner. No changes will be made or omitted for Buyer.

 

11.6 The Users determine which information is saved and/or exchanged using the Webservice. Wolters Kluwer has no knowledge of this information. Buyer is responsible for ensuring that the data saved and/or exchanged by Users is lawful and does not breach the rights of third parties. Wolters Kluwer does not accept any liability whatsoever for the information saved and/or exchanged using the Webservice.

 

11.7 Wolters Kluwer is not responsible for the correctness of the data or the compliance by Users with regulations. Wolters Kluwer makes every effort to ensure that transactions entered by Users are correctly recorded and validated by the Webservice. However, data that is incorrectly entered by a User cannot be recognized as such by the Webservice and will consequently be incorrectly saved or recorded.

 

11.8 If it becomes apparent to Wolters Kluwer that the information that is saved in or exchanged via the Webservice is unlawful, then Wolters Kluwer will block access to that data and will notify the Buyer to remedy the situation, unless Wolters Kluwer is legally bound to delete the relevant data. In no case shall Wolters Kluwer be liable for the storage of the data or damages resulting therefrom.

 

11.9However, Wolters Kluwer will only be responsible for keeping the password secret if it is stored within Wolters Kluwer Servers. If Buyer Wolters Kluwer, Buyer and the Users are obliged to keep all passwords secret.uses its own authentication servers, then Buyer and its Users will be responsible for keeping all passwords secret.

 

11.10 Wolters Kluwer is not liable for misuse or loss of user codes and passwords, and it may assume that the Users who login using a user code and password are the Users who have been authorized to do so by Buyer. The moment Buyer knows or has reason to suspect that user codes or passwords have fallen into the hands of unauthorized persons, it will immediately inform Wolters Kluwer thereof.

 

11.11Wolters Kluwer will not be responsible for any failure in this respect on the Buyer’s side. . The Buyer is responsible for the creation and changes of the User passwords and will endeavor to ensure that the Users change their password in a timely manner for security reasons

 

11.12 Buyer shall ensure that the Users carefully observe the user instructions and directions of Wolters Kluwer and are bound to the applicable practices of normal use of the Webservice. If the conduct of Buyer or a User endangers the proper functioning of the Webservice and related Webservices, Wolters Kluwer will be entitled to block access to the Webservice by such User or all Users, without prior notice.

 

11.13 Wolters Kluwer applies no fixed limit to the quantity of data that Buyer or Users may process using the Webservice. However, this does not mean that Wolters Kluwer will permit an unlimited processing of such data for any purpose. In accordance with the Wolters Kluwer’s fair use policy, if Buyer uses the Webservice for other purposes than stated in the License Agreement, Wolters Kluwer will inform Buyer, and Parties will negotiate about consequences thereof.

 

11.14 Wolters Kluwer is not permitted to use the data from the Environment or the Buyer Content, other than to provide services to Buyer. However, and only for this purpose, Wolters Kluwer is permitted to use the data in an anonymous form for statistical purposes and commits to use those statistics for the continuous maintenance and improvement of the Webservice. For the specific purpose to provide these services and for this purpose only, Wolters Kluwer is allowed to use a copy of the Environment in the testing environment to monitor the correct functioning of the Environment or to test the correct functioning of an update of the Webservice, which will not be fully anonymized.

 

 

12. TRAINING SESSIONS

12.1 Buyer can register Users to attend a Wolters Kluwer training session on the use of the Webservice. If the number of registrations in the judgement of Wolters Kluwer gives reason to do so, Wolters Kluwer is permitted to reschedule the training session or to combine it with one or more other training sessions. Wolters Kluwer gives no warranty whatsoever regarding the content or result of the training. Buyer accepts that the training will be given by Wolters Kluwer to the best of its ability. In addition to the training session provided for in the Onboarding Services defined in Article 1,

 

12.2 The fees and registration form for attending a training session are published on Legisway Essentials or Legisway Enterprise website.

 

13. SERVICES

13.1 The Parties can separately and in writing agree on additional Services by Wolters Kluwer to Buyer. Such services will be requested by Buyer by e-mail and can be provided for a specific fee. A Service Request will be issued by Wolters Kluwer to Buyer, which will need to be accepted in writing by Buyer. Without receiving a signed Service Request by Buyer, Wolters Kluwer will not start with the Services. Wolters Kluwer shall use reasonable skill and care in the performance of such Services in accordance with the accepted Service Request. When providing Consulting Services, Wolters Kluwer does not warrant that it will achieve a specific result in providing Consulting Services, even if it has committed itself to achieve such result. Consultants will not to be liable for any correctness and/or completeness of the answer.

 

13.2 If it is agreed that Consultancy Services will be given in phases, Wolters Kluwer is authorized to defer the commencement of the services that form a part of a phase until Buyer has approved the results of the preceding phase in writing.

 

13.3 Wolters Kluwer is only obliged to follow instructions by Buyer regarding the performance of Consulting Services if this is explicitly agreed in writing and does not require extra work and provided that the instructions are reasonable and given in good time.

 

13.4 If a Service Request is entered with the view of having it performed by a specific person, Wolters Kluwer is nevertheless at all times authorized to replace this person with another person after notifying Buyer.

 

14. PRIVACY AND SECURITY

14.1 and shall observe all obligations resulting therefrom. Buyer will be deemed to be the data controller as referred to in the GDPR in respect of all personal data processed by Wolters Kluwer on behalf of the Buyer and Buyer shall meet all its obligations resulting from the GDPR. ”,GDPRThe use of Legisway Essentials or Legisway Enterprise may involve processing of personal data by Wolters Kluwer on behalf of Buyer. In this regard, Wolters Kluwer will act as data processor as referred to in the General Data Protection Regulation (Regulation (EU) 2016/679), hereinafter the “

 

14.2 Wolters Kluwer shall only process the personal data in accordance with the License Agreement and other lawful instructions from the Buyer. When using the Webservice, Buyer Content will be stored on servers geographically located within the European Economic Area (EEA).

 

14.3 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing Wolters Kluwer shall implement appropriate technical and organizational (security)measures to ensure a level of security appropriate to the risks involved with the processing of personal data.

 

14.4 Buyer accepts its role in ensuring an appropriate level of security with regards to the processing of personal data. Therefore, Buyer makes sure that Users will have customary security software installed on their devices, such as anti-virus, anti-spam, anti-spyware, anti-malware, anti-phishing, (hard drive) encryption, and firewall software. Furthermore, Buyer will also make sure that Users adhere to appropriate organizational measures, such as: using strong passwords.

 

14.5 Wolters Kluwer is entitled to engage sub-processors for the proper execution of the License Agreement. Prior to engaging any new sub-processor, Wolters Kluwer shall notify Buyer hereof. Within 14 days after such notification, Buyer may object to the proposed sub-processor in writing. Should Buyer object timely, then Parties will discuss solutions, such as: a change to Buyer’s configuration or use of Legisway Essentials or Legisway Enterprise to avoid processing by the objected-to sub-processor. If the Parties are unable to agree upon a solution within 60 days, the Buyer may terminate the affected part of the License Agreement with respect to those products and services which cannot be provided without the use of the objected-to sub-processor.

 

14.6 Insofar Wolters Kluwer engages sub-processors in the execution of the Agreement and taking into account the nature of such sub-processing, Wolters Kluwer will legally bind such sub-processor to obligations with regard to the processing of personal data which are no less stringent than the obligations agreed upon between Wolters Kluwer and Buyer.

 

14.7 Wolters Kluwer shall reasonably assist Buyer in complying with its obligations under articles 32 to 36 of the GDPR, taking into account the nature of processing and the information available to Wolters Kluwer.

 

14.8 Should the License Agreement be terminated, then Wolters Kluwer shall delete or return the Buyer Content (and the personal data included therein) in accordance with Article 8.5 and onwards of these Legisway Essentials or Legisway Enterprise Terms and Conditions.

 

14.9 On request, Wolters Kluwer will make available to Buyer the information necessary to demonstrate compliance with the obligations laid down in article 28 of the GDPR, including the possibility to review security reports at Wolters Kluwer’s office. Should Buyer, after reviewing the aforementioned information, wish to perform its own audit, then Buyer may do so once a year and at its own cost. In such case Wolters Kluwer and Buyer will in good faith agree upon a date and time on which such audit may take place.

 

SERVICE LEVEL

 

15. SUPPORT

15.1 Buyer has the right to Support for the use of the Webservice with respect to the functionality of the Webservice. Support is available during Service Hours. Wolters Kluwer can only offer Support if Buyer uses operating systems that are supported by the manufacturer of the operating systems. Support comprises general assistance regarding the Webservice, including explanation of the documentation, help to allow Buyer to get the Webservice working correctly and verification and analysis of the correctness of the entered and processed data. Support does not extend to the full operation of functions when no training has been followed by the User, or the provision of implementation, training and Consultancy Services.

 

15.2 Buyer shall appoint at least one Data Owner. One of the Data Owner will act as principal contact person with Wolters Kluwer and will appoint the Administrator User(s). Buyer will timely inform Wolters Kluwer about the appointment of the Data Owner and about any changes that may occur during the License Agreement. Wolters Kluwer may require that a Data Owner and/or Administrator User meets certain standards of competence set by Wolters Kluwer or attends certain training sessions. Articles 4 and 12 shall apply to those training sessions.

 

15.3 Support is provided by telephone or email. Wolters Kluwer will be entitled to offer free support by telephone and email. Support by telephone will only be given during Service Hours and will only be available to the Data Owner and Users. Wolters Kluwer will endeavor to adequately answer questions but does not warrant the correctness and/or completeness of the answers.

 

15.4 Users can submit a Support Ticket to Wolters Kluwer by email or by telephone. Users can use the Legisway Essentials or Legisway Enterprise website for further information.

 

15.5 Buyer shall ensure as far as practically possible that, before making a Support Ticket, Users will first put their questions in respect of the Webservice to a Data Owner and/or Administrator User and consult the Legisway Essentials or Legisway Enterprise website.

 

15.6 Wolters Kluwer and third parties who are engaged by Wolters Kluwer may have access to the Environment and the Buyer Content for providing Support and may take any appropriate measures they deem necessary for solving a problem indicated in a Support Ticket.

 

15.7 Support is provided remotely from a service center of Wolters Kluwer. If assistance is desired at the location of Buyer, a separate agreement must be made at the then applicable rate. Article 13 will apply to such agreement.

 

15.8 Wolters Kluwer is not liable for the incorrect, incomplete or delayed sending and/or receipt of a Support Ticket submitted by a User, caused by the incomplete functioning of the telecom services or hardware of third parties and/or Buyer.

 

15.9 Wolters Kluwer can freely choose which staff member deals with a Support Ticket. Buyer cannot demand to be served by a specific person.

 

15.10 Buyer can be charged by Wolters Kluwer for processing a billable Service. If so, Wolters Kluwer will inform Buyer in advance and will only process the requested Services after receiving an approval by Buyer.

 

 

16. SUPPORT CHANNELS RESPONSE TIMES

16.1 Wolters Kluwer uses its best efforts to remedy any problem submitted via a Support Ticket. Support Tickets submitted by one of the support channels have the following priorities:

  1. Telephone Channel:Wolters Kluwer will answer 90 % of the calls in less than one minute during the service opening hours.
  2. Mail: Wolters Kluwer will answer 90 % of emails in less than next 8 service opening hours.

 

17. WEBSERVICE ACCESSIBILITY

17.1 Wolters Kluwer will make every effort to ensure the accessibility of the Webservice by Buyer for the purposes to which it is entitled.

 

17.2 Wolters Kluwer will provide a minimum level of accessibility (uptime) of the Webservice of 99.7% per month, except for the exclusions as indicated in Article 18. The above-mentioned percentage is measured over a calendar month and at the closest measuring point. Accessibility is understood to mean that the Webservice is available on the internet at the URL provided to Buyer and is provided on the Servers. Accessibility is not understood to mean the existence of a working point-to-point connection between the systems of Buyer and Wolters Kluwer contractors who maintain Buyer Content and the Servers. Wolters Kluwer is not responsible for Buyer’s systems or any connecting internet infrastructure.

 

17.3 The accessibility of the Webservice is measured every 3 minutes from at least 6 locations around the world. The current value of the accessibility can be retrieved using the login screen of the Webservice. The given values reflect the average minimum accessibility for the cumulative values of all the measuring locations around the world.

 

18. WEBSERVICE PERFORMANCE

18.1 Wolters Kluwer warrants it makes every effort to ensure that the Webservice works properly without any problems and that the speed is sufficient to be able to continuously work with it during the day. Notwithstanding the foregoing, Wolters Kluwer:

 

  1. does not warrant that Buyer's use of the Webservice will be uninterrupted or error-free, nor that the Webservice performance will meet Buyer's requirements; and
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Buyer acknowledges that the Webservice may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

 

18.2 Wolters Kluwer only warrants the performance indicated in Article 18.1 if, and insofar as, Buyer satisfies the minimum system requirements specified by Wolters Kluwer, including the support of Internet Explorer, Firefox and other browsers that run under Windows, Apple Macintosh and Linux or other platforms. Moreover, Buyer and Wolters Kluwer must have sufficient bandwidth. In this regard, it is assumed that at least 128 Kbit'sec (both download and upload) is available at all times for the workstation from where the Webservice is used, to be measured by an independent website such as www.speedtest.nl. However, it is not necessary for every individual workstation to have this bandwidth.

 

18.3 Wolters Kluwer is at all times authorized to change these minimum system requirements. In this case, Buyer will be informed about this beforehand. If Buyer does not satisfy these new requirements, the abovementioned guarantee regarding performance lapses.

 

18.4 The Webservice is a pure webservice. This means that the Webservice was not developed for use via Terminal Services or Citrix. Wolters Kluwer endeavors to support such constructions to the best of its ability.

 

19. INFORMATION SECURITY

19.1 Consistent with the then current practices and procedures, Wolters Kluwer will maintain and enforce security procedures with respect to the Webservice and the protection of any of the Buyer Content. Wolters Kluwer will make security assessments of the Webservice from time to time and may update the Webservice and security procedures based on the results of such assessments.

 

19.2 The Webservice is offered from a location equipped to offer the Webservice in a professional manner according to the current state of the art, knowledge and customary and acceptable level of costs. This includes the physical protection of the premises, the prevention of access by unauthorized persons, 24/7 hardware-support, fire prevention, power backup and internet access security including a firewall, general security, data protection, and making reserve copies.

 

19.3 Wolters Kluwer will use reasonable commercial endeavors to monitor the data traffic from and to the Webservice and to respond immediately to unauthorized attempts by third parties to access the Webservice, to irregular traffic that cannot be handled by the Webservice, to harmful data traffic or other attempts to undermine the correct functioning of the Webservice. In such cases, Wolters Kluwer is authorized to block access to the Webservice.

 

20. EXCLUSIONS

20.1 The service level set forth in Article 15 through 18 does not apply in the following situations:

 

  1. during the regular maintenance windows. These will not be scheduled more than 2 times a month and will not commence before 23.00 hours Dutch time. Wolters Kluwer will inform Buyer about such maintenance window in writing at least 2 working days in advance;
  2. in case of incidents resulting from or attributable to force majeure;
  3. in case of any problem or disruption caused by an act of a User;
  4. in case of the unavailability of the Webservice at the request of Buyer and/or unavailability of the Webservice during work at the request of Buyer;
  5. if Wolters Kluwer needs the assistance of Buyer to determine or isolate a problem or fault, and Buyer or such Wolters Kluwer Partner does not provide such assistance;
  6. if the Buyer does not comply with the minimum system requirements set forth in Article 18.2;
  7. if the incident is caused by malfunctioning of the Buyer’s systems or the internet infrastructure.

 

21. BACKUP AND OTHER SERVICES

21.1 Buyer consents to daily backups being made of the Buyer Content in the Environment. Such backups will generally be deleted after 30 days.

 

Database Type

Restore of a backup from last Saturday to Today

Restore of a backup before the last Saturday (maximum 30 days for Business and Documents)

Retentions and backup frequency

Business

Restored in the Same day

Restored in 5 days or emergency change (same day)

Backup every day and kept for 30 days

Documents

Restored in the Same day

Restored in 5 days or emergency change (same day)

Backup every day and kept for 30 days

Archived Documents

Restored in 5 days (the only backup available taken every 6 months)

Restored in 5 days (the only backup available taken every 6 months)

Backup taken every 6 months and just the last is kept

 

 

21.2 After termination of the License Agreement and provided that the request thereto has been made in accordance with Article 8.4 and 8.5, Wolters Kluwer will, at the expense of Buyer and provided that an agreement has been reached by the Parties on the conditions thereof, make the Buyer Content in the Environment available to Buyer, in a generally accessible file and standard file format. Wolters Kluwer is not obliged to convert the Buyer Content provided or otherwise make them appropriate for use by Buyer.

 

21.3 Buyer can request the restoration of data using the backups in accordance with the schedule under Article 13.1. Wolters Kluwer is not obliged to convert the data provided or otherwise make them appropriate for use by Buyer.