General conditions

1. Definitions

• “Adjustments”
  Changes and updates implemented by LawCloud with respect to the functionality of the LawCloud Platform;
• “Acceptance Period”
  The period of fifteen (15) working days following the Data Import Delivery as defined in Article 5 of the General Terms and Conditions;
• “Additional Services”
  Services not included in the basic package and carried out or activated at the request of the Client during onboarding;
• “Account”
  Legitimate access to the Platform via a username and login linked to a specific Office Usage Right or End User Usage Right;
• “General Data Protection Regulation”
  Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC;
• “Availability”
  The period during which the Platform may be used by the Client, as defined in Article 14 of the General Terms and Conditions;
• “Data Subject”
  An identified or identifiable natural person whose Personal Data is being processed;
• “Security Incident”
  Destruction, loss, alteration, or unauthorized disclosure of, or access to, Data that is transmitted, stored, or otherwise processed, whether accidental or unlawful;
• “Additional Functionality”
  Any optional, supplementary feature, property or service made available by LawCloud, for a Fee applicable at the time of activation, to the Client to personalize or expand their user experience, and that is not strictly necessary for the basic operation of the Platform;
• “Additional Fee”
  A fee agreed in writing by the Parties at the start or during the Agreement and which is not included in the Fees as set out in Article 2 of the Special Terms and Conditions;
• “Source Code”
  The human-readable program code of the Platform (excluding Object Code);
• “Credits”
  Digital payment units purchased by the Client and used to access certain functionalities as set out in Article 8 of the General Terms and Conditions;
• “Data”
  Personal data (including that of clients, prospects, business partners, suppliers, and employees of the Client) that the Client enters, collects, provides, generates, transfers and/or stores via the Platform and which facilitate the Platform's functionality for the Client;
• “EEA”
  The European Economic Area;
• “Serious Breach”
  A breach by the Client of one or more provisions of the General and/or Special Terms and Conditions of the Agreement (including annexes and addenda) with a serious character;
• “End User”
  A user within the Client’s organization who has a personal Account based on an End User Usage Right;
• “Data Import Defects”
  Substantial and reproducible defects that render normal use of the data import services impossible;
• “End User Usage Right”
  The usage right that the Client obtains for an individual End User upon payment;
• “Authorized Person”
  Persons authorized by LawCloud to process Data (including LawCloud’s staff, agents, partners, and subcontractors);
• “Hosting Services”
  Services provided directly or indirectly by various hosting providers engaged by LawCloud, and mentioned in its External Security Policy, available at: https://law.cloud/nl/externe-security-policy;
• “Effective Usage Date”
  The date, which must fall within 6 months of the Agreement Effective Date, on which all Client Data is available in the Platform and/or the Client starts using the Platform in accordance with the arrangements made in the Agreement;
• “Agreement Effective Date”
  The date on which the last Party signs the Agreement;
• “Initial Term”
  The term as defined in Article 4.1 of the Special Terms and Conditions;
• “Intellectual Property Rights”
  All existing and future, registered or unregistered, intellectual, industrial, and other proprietary rights, including but not limited to patent rights, trademark rights, copyright, related rights, software rights, database rights, know-how and trade secrets, semiconductor topography rights, database rights, and design rights;
• “Office Usage Right”
  The usage right per office;
• “Client”
  The office, legal entity, or sole proprietorship named in the Special Terms and Conditions, with whom LawCloud concludes the Agreement;
• “Client Data”
  All information, data and material from the Client that the Client enters, transfers, generates, collects, retrieves and/or stores via the Platform during its use;
• “LawCloud”
  LawCloud, a private limited company under Belgian law, registered in the Crossroads Bank for Enterprises with company number 0680.741.644, whose current registered office address can be found at any time on LawCloud’s website and in the CBE;
• “Delivery”
  The completion of the Platform onboarding services, whereby the Client receives credentials to access the Platform;
• “Data Import Delivery”
  The completion of data import services of Client Data in accordance with Article 5.2 of the General Terms and Conditions;
• “Customization”
  Functionalities not standardly included or active in the Platform that LawCloud can develop or activate at the Client’s request and for an Additional Fee;
• “Malware”
  A virus, worm, “logic bomb,” Trojan horse, or other malicious software components or data;
• “Disclosing Party”
  The Party that discloses Confidential Information to the other Party;
• “Object Code”
  Program code (binary code) that is not Source Code;
• “Receiving Party”
  The Party that receives Confidential Information from the other Party;
• “Agreement”
  These General Terms and Conditions and the Special Terms and Conditions, including their annexes and any addenda, which together constitute the full agreement between the Parties;
• “Force Majeure”
  A temporary or permanent inability of a Party to fulfill its obligations due to facts or circumstances reasonably beyond that Party’s control, including but not limited to strikes, lockouts or other industrial disputes (whether involving the workforce of LawCloud or any other party), failure of a utility service or transport or electronic communications network, natural disasters, war, insurrection, epidemics, civil unrest, malicious damage, internet outage or other network disruption, compliance with any law or governmental order, rule, regulation or directive, regulatory decision or instruction, accident, breakdown of plant or machinery, fire, flood or storm, or failure by third-party service providers to fulfill their obligations;
• “Personal Data”
  Any information relating to an identified or identifiable natural person, as defined in the General Data Protection Regulation;
• “Platform”
  The online SaaS platform provided by LawCloud to the Client, on or through which the Client may use functionalities as defined in the Agreement;
• “Premium Support”
  Direct and immediate support by LawCloud to the Client under the conditions defined in Article 10.3 of the General Terms and Conditions;
• “Service Levels”
  The levels of availability the Platform shall meet as defined in Article 14 of the General Terms and Conditions;
• “Sub-processor”
  Possible subcontractors of LawCloud who, under this Agreement, are considered sub-processors of LawCloud;
• “Support”
  The support services provided by LawCloud ensuring the Platform functions substantially in accordance with the characteristics and specifications defined in the Agreement;
• “Term”
  The duration of the Agreement, which includes the Initial Term and, where applicable, the Renewal Term;
• “Return”
  The delivery of (copies of) Data, held or controlled by LawCloud (including Data outsourced to a third party for Processing), by LawCloud to the Client upon termination or expiration of the Agreement;
• “Permitted Purposes”
  The purposes for which LawCloud, as Processor, shall process Data, namely the necessity of fulfilling LawCloud’s obligations under the Agreement;
• “Applicable Data Protection Law”
  Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and the applicable national legislation concerning data protection;
• “Fee”
  Any amount the Client owes to LawCloud under the Agreement (including the Usage Fee and Additional Fee);
• “Usage Fee”
  The part of the Fee paid by the Client for the Office Usage Right and the End User Usage Rights;
• “Renewal Term”
  The term as defined in Article 4 of the Special Terms and Conditions;
• “Confidential Information”
  All information of any kind and disclosed in any form, written or oral, by the Disclosing Party to the Receiving Party under this Agreement, which should reasonably be considered confidential, even if it is not explicitly labeled as confidential or secret;
• “Processor”
  A natural or legal person, public authority, agency, or other body that processes Personal Data on behalf of the Controller;
• “Processing”
  Any operation or set of operations performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data;
• “Controller”
  A natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.

2. Client's Right of Use

2.1. During the Term and subject to timely payment of the Fees by the Client, LawCloud grants the Client a renewable, revocable, personal, limited, non-exclusive, and non-transferable right to use the Platform solely for internal business purposes, in accordance with the General and Special Terms and Conditions of the Agreement.

2.2. The Platform is a web-based application hosted “in the cloud”, which the Client can access via Accounts from any location with a reliable internet connection. The purpose of the Platform is to enable, support, and facilitate the Client’s daily activities as a lawyer in a digital manner. The storage and use of Client Data is an essential part of the Platform. For data storage, which is included in the Office User Right, LawCloud rents storage space on the secure cloud servers of its hosting providers (see LawCloud’s External Security Policy available at https://law.cloud/nl/externe-security-policy).

2.3. LawCloud reserves the right to make modifications and updates to the Platform’s functionalities at any time (the “Amendments”), provided that such Amendments do not materially and negatively affect the existing functionalities of the Platform (i.e., a substantial loss of functionality). Should any such Amendments significantly impact the functioning of the Platform, LawCloud will notify the Client in writing in a timely manner, in accordance with Article 2281 of the former Belgian Civil Code. LawCloud is under no obligation to make such Amendments available to the Client unless and to the extent it is required to do so by applicable law.

2.4. The Client’s right of use relates solely to the usable and machine-readable Object Code of the Platform (insofar as this is made available to the Client). LawCloud does not grant any right of use or any other right to the Client with regard to the Source Code.

• 2.5. To the extent permitted under applicable law, the Client shall not have the right to:
• Use the Platform, in whole or in part, for any purposes other than those explicitly stated in the Agreement, nor to provide services to third parties using the Platform;
• Decompile, reverse engineer, or attempt to reconstruct, identify, or discover the Source Code, underlying ideas, user interface techniques, or algorithms of the Platform in any way, nor to disclose any of the foregoing;
• Use the Platform in an unlawful, illegal, fraudulent, or harmful manner;
• Modify or adapt the Platform in any way, or remove or alter any copyright notice (such as © LawCloud) or similar notices related to Intellectual Property Rights on the Platform;
• Reproduce, resell, make available to third parties, or otherwise use the Platform and/or LawCloud’s software, in whole or in part, in an unauthorized manner or without compliance with the contractual provisions.
• Furthermore, the Client is prohibited from assisting any third party in performing any of the aforementioned actions.

2.6. The Client may (as part of the functionalities provided by the Platform) grant certain third-party software access to the Client Data. The Client does so entirely at its own risk and responsibility. This functionality will only be available for third-party software that LawCloud, at its sole discretion, chooses to enable access for. LawCloud reserves the right to make such decisions independently and without any obligation to provide justification.

2.7. LawCloud reserves the right to suspend or terminate the Client’s access to the Platform, in whole or in part, temporarily or permanently, without prior notice and without any liability to the Client (or any third party), due to a breach of applicable law or of the provisions of the General and Special Terms and Conditions of the Agreement.

2.8. The Client undertakes to prevent unauthorized access to, or use of, the Platform through one or more of its Accounts and, in the event of such unauthorized access or use, to immediately notify LawCloud in writing in accordance with Article 2281 of the former Belgian Civil Code.

2.9. The Parties expressly agree that the obligations set out in this Article 2 are essential obligations of the Client. Any breach by the Client of the provisions of this article will result in substantial damage to LawCloud, the exact extent of which will be difficult to determine. Therefore, the Parties agree that this damage shall be pre-estimated at EUR 10,000 (ten thousand euros) per breach, as well as an amount of EUR 1,000 (one thousand euros) for each day the breach continues, automatically and without any further notice of default or legal ruling being required. This is without prejudice to LawCloud’s right to claim compensation for the actual damage resulting from such breach, if such actual damage exceeds the pre-estimated amount. The Client acknowledges that the aforementioned fixed amounts are reasonable in light of the mutual obligations under this Agreement and are solely compensatory in nature.

3. Intellectual Property

3.1. LawCloud and/or its licensors are and shall remain the sole and exclusive owner of the Platform, of all documentation related to the Platform, and of all associated Intellectual Property Rights (including, but not limited to, copyright in design, images, Source Code, databases, and texts of and on the Platform, trademark rights to LawCloud names and logos, know-how rights, and domain name rights), as well as any Intellectual Property Rights that may arise from the performance of the Agreement (including, but not limited to, Custom Work requested by the Client). Nothing in this Agreement shall grant the Client any Intellectual Property Rights in or to the Platform. The Client only has a right to access and use the Platform as set out in the General and Special Terms and Conditions of the Agreement.

3.2. In the event that the Client, in violation of the provisions of the Agreement, modifies or creates derivative works of the Platform, LawCloud shall become the owner by transfer of all (Intellectual Property) rights, titles, and interests in and to such modified or derivative products. The Client hereby freely, exclusively, and irrevocably transfers all such rights, titles, and interests to LawCloud. The Client represents and warrants that it has the authority to execute this transfer. This transfer of rights does not affect any other rights LawCloud may have under the Agreement or applicable law.

3.3. All Client Data remains the exclusive property of the Client. The Client grants LawCloud a personal, limited, free of charge, renewable, worldwide, and sublicensable license to the Client Data for the performance of its obligations as provided in this Agreement.

4. Fee Indexation

All Fees (including the Fee for Office User Rights and the End User Usage Rights) shall be subject to an annual adjustment on the due date (based on the Commencement Date of the Usage Rights) of the Agreement. Each annual Fee will be automatically increased based on the Agoria “reference wage cost digital” index (available at www.agoria.be) or, if the Agoria “reference wage cost digital” index is no longer published, the index that replaces it or, in the absence of such an index, any other index that reflects the increase in labor costs. A negative index will have no impact on the annual Fees. LawCloud is under no obligation to notify the Client in advance of this adjustment. The reference index taken into account is the index for the month of the Commencement Date of the Agreement.

The revision is calculated according to the following formula:

P = Po (0.80(S/So) + 0.20)*

Where:

• P = Adjusted price
• Po = Initial Fee on the Commencement Date of the Agreement
• So = the Agoria “reference wage cost digital” index for wages and social contributions, valid on the Commencement Date of the Agreement
• S = the new Agoria “reference wage cost digital” index for wages and social contributions as published by Agoria, valid on the date of the price revision
• 0.20 = the non-adjustable portion reflecting fixed costs and profits

5. LawCloud’s Services at Start-Up

5.1. For the initiation of the Platform, the Client shall owe a one-time start-up fee as set forth in Article 2 of the Special Terms. This fee includes the following services:

• the setup of the office configuration;
• the creation of Accounts for the End Users;
• the data import services to transfer/migrate Client Data from the Client’s previous management software to the Platform: LawCloud aims to retain as much data as possible from the migrated system;
• guidance for End Users during the start-up phase for a maximum of two (2) hours per starting office;
• training for the Client’s End Users for a maximum of three (3) hours per starting office.

5.2. The data import services at start-up, for the fee specified in Article 2 of the Special Terms, include importing Client Data from the following programs: Toga, Basenet, Advodata, Cicero, Themis, Kleos, and Dlex. Import services from other (management) programs are possible subject to mutual agreement between the Parties per LawCloud's quotation.

5.3. LawCloud shall deliver the data import services to the Client at the time agreed between the Parties (the “Data Import Delivery”), after which the Client shall be entitled to conduct standard acceptance tests on the import services, provided that the Client accepts or rejects the import services within a period of fifteen (15) business days following the Data Import Delivery (the “Acceptance Period”). The Client shall be deemed (by way of an irrebuttable presumption) to have accepted the data import services unconditionally if:

• the Client proceeds to use the Platform;
• the Client provides written notice of acceptance of the data import services to LawCloud;
• the Client fails to complete the standard acceptance tests within the Acceptance Period; or
• the Client neither accepts nor rejects the data import services in writing within the Acceptance Period, without any requirement for notice of default or formal reminder by LawCloud.

5.4. The Client may only reject the data import services within the Acceptance Period due to substantial and reproducible defects that render normal use of the data import services impossible (“Data Import Defects”). In such a case, the Client shall provide LawCloud with a detailed report of the identified Data Import Defects. LawCloud undertakes to remedy such Data Import Defects at its own expense within a reasonable period of time. If LawCloud fails to remedy the Data Import Defects within a reasonable timeframe, the Client shall be entitled to terminate the Agreement immediately, without being entitled to any compensation from LawCloud. The data import services shall be deemed accepted by the Client if only minor defects are found that do not fundamentally impact the operation of the Platform, provided that LawCloud can resolve such minor defects within a reasonable period. In case of disagreement between the Parties regarding the severity of the defects, the matter shall be submitted to an independent and qualified third party (to be appointed, if necessary, by the president of the business court) for a binding decision.

5.5. If the Client chooses not to use LawCloud's data import services, the Client accepts the Platform upon Delivery “as is”, as set forth in Article 14.9 of the General Terms. Articles 5.2 through 5.4 of the General Terms shall not apply in such case.

6. Additional Services and Custom Services

6.1. At the initiation of the Platform and at any time thereafter during the Term of the Agreement, the Client may request Additional Services to be performed by LawCloud. For such services, the Parties must agree in writing on an Additional Fee before LawCloud is obligated to carry them out.

• Additional Services may include, among others:
• Training End Users on the proper use of LawCloud;
• Configuring workflows, standard documents, and emails through templates;
• Installation of Voice over IP;
• Custom modifications of the Power BI Module;
• Additional data import services;
• Additional consultancy;
• Additional legal engineering services.

6.2. The Client may request LawCloud to make specific changes to the Platform or to develop certain new functionalities tailored to the Client (the “Custom Development”). Any request for Custom Development must always be made in writing and must be explicitly accepted by LawCloud, who will decide at its sole discretion whether it wishes to perform the Custom Development. If LawCloud accepts the Custom Development assignment, the Parties shall agree in writing on an Additional Fee (either a flat fee or based on an hourly rate). Only after such agreement will LawCloud be obligated to perform the Custom Development.

6.3. The Additional Fee also applies to the provision of certain distinct advisory services or additional and separate support services by LawCloud.

7. Additional Functionalities

7.1. Both at the start of the Agreement and at any time during the Agreement, the Client may request LawCloud to activate Additional Functionalities.

7.2. The Client shall pay the applicable Fee for this, as valid at the time of activation of the respective Additional Functionality. The Fees applicable to the existing Additional Functionalities at the time of concluding the Agreement are included in Article 2 of the Special Terms and Conditions.

7.3. During the term of the Agreement, the offering of Additional Functionalities and the corresponding Fees may change. The Client may at any time request LawCloud to provide the currently applicable Fees.

8. Credits

8.1. Certain functionalities of the Platform (such as e-signing, sending documents by (registered) post, retrieving data from the Belgian Companies Database (KBO), etc.) are available upon payment using Credits. The Client pays per use of the respective functionality.

8.2. The Client can purchase Credits as set out in Article 3 of the Special Terms and Conditions. The Platform indicates how many Credits are required for each of these functionalities. The remaining available Credits of the Client are also visible in the Platform.

8.3. During the term of the Agreement, the number of functionalities that are available in exchange for Credits may change.

9. Obligations and Responsibilities of the Client

9.1. It is the exclusive responsibility of the Client to ensure, at all times, that they provide the appropriate and market-compliant IT infrastructure (hardware, software, network connections, and telecommunications links) required to ensure smooth use of the Platform, as indicated by LawCloud. LawCloud is not responsible for any issues, conditions, delays, non-deliveries, or other losses or damages arising from or related to the Client’s network connections, connections to electronic communication networks, and/or non-market-compliant IT infrastructure (such as, but not limited to, outdated, poorly functioning or poorly maintained hardware, outdated software, weak internet connections, etc.). LawCloud may change or supplement the requirements regarding IT infrastructure at any time, with written notice in accordance with Art. 2281 old Civil Code. It is the Client’s responsibility to maintain their IT infrastructure properly.

9.2. It is the exclusive responsibility of the Client to keep their Accounts confidential and secure at all times. An Account is strictly personal and may not be shared with other End Users or third parties. The Client ensures that the Client and/or any End User will use the Platform in accordance with the General and Special Terms and Conditions of this Agreement and will not exceed the number of paid End User licenses. The Client is liable for any breach of the General and/or Special Terms and Conditions of the Agreement caused or committed by the Client and/or an End User.

9.3. The Client assumes all liability for any activity on the Platform using an Account that is subject to the Agreement. The Client must promptly notify LawCloud of any (suspected) unauthorized use of an Account or any (potential) breach of security of which they become aware. The Client and the End User must immediately take appropriate measures and follow the instructions of LawCloud. The End User of the affected Account must immediately change their password. If the holder of the affected Account fails to demonstrate that they have promptly taken the necessary measures to change the password, LawCloud will have the right to close the affected Account without prior notice. LawCloud is not responsible for any damages or consequences resulting from the misuse of an Account, and the Client shall indemnify LawCloud for any damage suffered by LawCloud due to the misuse of an Account for which the Client is responsible.

9.4. The Client and/or End User shall:

1. Use the Platform in accordance with the provisions contained in the General and Special Terms and Conditions of the Agreement, and all applicable laws and regulations;
2. In general, use the Platform responsibly and solely for professional purposes;
3. Ensure that all communications and information (including Client data) stored or transmitted via the Platform comply with all applicable laws and regulations. LawCloud cannot be held liable for this under any circumstances;
4. Ensure a secure internet connection (including only using known hotspots and appropriate security) and a secure network to guarantee proper operation of the Platform. The Client and/or End User further commits to using an internet connection with a market-compliant upload and download speed;
5. Follow LawCloud’s instructions regarding the use of the Platform as outlined herein or communicated in writing by LawCloud in accordance with Art. 2281 old Civil Code;
6. Install any updates recommended by LawCloud for third-party software products that may significantly impact the operation of the Platform;
7. Not interfere with the proper functioning or integrity of the Platform, including (but not limited to) by:
   • Attempting to breach the network, Platform, or other services provided by LawCloud;
   • Using the Platform for storing or transmitting malware;
   • Unauthorized intrusion into the computers or computer systems of LawCloud or third parties;
   • Using (automated) systems (e.g., bots, web crawlers, web scrapers, etc.) with the intent to create access to the LawCloud database(s) in such a way that more requests are sent to the Platform than what would normally occur in a manual action by a human using a normal web browser.
8. Ensure and guarantee that each End User uses the Platform in accordance with this Article 9 and, in general, in compliance with the provisions of the General and Special Terms and Conditions of the Agreement and all applicable laws and regulations.

10. Support for LawCloud

Basic Support

10.1. During the Term and upon timely payment of the Fees, LawCloud commits to providing the Client with all reasonable support and assistance to ensure that the Platform operates in a manner that is substantially in line with the Agreement (the "Support"). The costs for providing this Support are already included in the Office Usage Fee, provided that the following cumulative conditions are met:

1. LawCloud only provides Support remotely via a ticketing system during office hours (from 9:00 AM to 12:00 PM and from 1:00 PM to 5:00 PM on working days); and
2. The Support provided only relates to questions/problems regarding (the operation of) the Platform.
   For the provision of Support that does not meet the conditions outlined in (i) and (ii), an Additional Fee will be charged according to the modalities specified in Article 6 of the General Terms and Conditions.

10.2. Additionally, LawCloud will only be required to provide Support in accordance with Article 10.1, provided that:

1. The Client uses the Platform in accordance with the General and Special Terms and Conditions of the Agreement; and
2. The Client promptly, and in any case within 5 (five) working days after the Platform exhibits any defects, notifies LawCloud of such defects in writing in accordance with the Agreement. LawCloud will attempt to resolve such defects as quickly as possible, taking into account (the severity of) the impact of such defects on the operation of the Platform.

Premium Support

10.3. The Client can also contact LawCloud immediately and directly via the Premium Support line at +32 3 55 0000 9. This Premium Support:

1. Is only available during office hours (from 9:00 AM to 12:00 PM and from 1:00 PM to 5:00 PM on working days); and
2. Only relates to questions/problems regarding (the operation of) the Platform.

10.4. For Premium Support, the Client will pay a Fee at the applicable hourly rate at that time, which the Client can inquire about at any time from LawCloud and will be mentioned when calling Premium Support before speaking with an agent. For each intervention by LawCloud, LawCloud will charge a minimum of fifteen (15) minutes of work time. The time spent on Premium Support will be invoiced by LawCloud.

Indemnification

10.5. LawCloud will have no contractual obligation under this Article 10 to resolve defects in the Platform caused by the Client or an End User due to:

1. Incorrect or abnormal use of the Platform; or
2. Failure to comply with the obligations set out in the General and/or Special Terms and Conditions of the Agreement or the guidelines provided by LawCloud. LawCloud has no obligation under this Article to resolve defects that are exclusively due to Client data or the incorrect entry or removal of Client data by the Client or an End User.
3. (Whether by mistake or not) modifying or deleting files stored in LawCloud.

11. Processing of Personal Data

11.1. In this cooperation model, Personal Data is processed where, depending on the situation, either the Client or LawCloud is the Data Controller and the other Party is given permission to process Personal Data.
The Client is the Data Controller for the Data that the Client entrusts to LawCloud as a Processor. Possible subcontractors of LawCloud under this Agreement may be considered Sub-processors of LawCloud.
The rights and obligations described below specifically apply to the situation in which the Client acts as the Data Controller.

11.2. The Client, in its capacity as Data Controller, hereby appoints LawCloud as Processor to process the Personal Data necessary for the operation of the Platform (the "Data") during the Term in accordance with the provisions of this Article 11. It is expressly agreed that each Party will comply with the obligations applicable to it under the Applicable Legislation regarding the Processing of Personal Data.

11.3. LawCloud will only process the Data as a Processor to the extent necessary to fulfill its obligations under this Agreement and solely in accordance with the written instructions of the Client (the "Permitted Purposes"), unless otherwise required by Union law or a Member State law applicable to LawCloud. In such cases, LawCloud will inform the Client prior to Processing, unless that legislation prohibits such notification for reasons of public interest. In no case will LawCloud process the Data for its own purposes or for those of any third party. LawCloud will promptly inform the Client if, in its opinion, an instruction from the Client constitutes a breach of the Applicable Legislation on Personal Data Processing or other Union or Member State provisions on data protection.

11.4. LawCloud will not transfer the Data outside the European Economic Area ("EEA") unless LawCloud (i) first obtains the prior written consent of the Client; and (ii) takes all necessary measures to ensure that the transfer complies with the Applicable Legislation on Personal Data Processing. Such measures may include (without limitation): the transfer of Data to a recipient in a country that the European Commission has decided provides adequate protection for Personal Data, to a recipient who has obtained authorized binding corporate rules in accordance with the Applicable Legislation on Personal Data Processing, or to a recipient who has signed standard contractual clauses established or approved by the European Commission.

11.5. LawCloud will ensure that any person it authorizes to process the Data (including its employees, agents, partners, and subcontractors) (an "Authorized Person") is subject to a strict confidentiality obligation (either a contractual or a legal obligation), and will not allow persons who are not subject to such a confidentiality obligation to process the Data. LawCloud will ensure that all Authorized Persons process the Data only to the extent necessary for the Permitted Purposes and in accordance with the provisions of this Article 11.

11.6. LawCloud guarantees that it will take appropriate technical and organizational measures to protect the Data from destruction, loss, alteration, or unauthorized disclosure of or unauthorized access to transmitted, stored, or otherwise processed Data, whether accidentally or unlawfully (a "Security Incident"). Such measures will take into account the state of the art, implementation costs, as well as the nature, scope, context, and processing purposes, and the varying likelihood and severity of risks to the rights and freedoms of data subjects. Furthermore, these measures will ensure a level of security that is appropriate to the risk.

11.7. By signing this Agreement, the Client authorizes LawCloud to contract with Sub-processors for further processing of Personal Data under this Agreement.
LawCloud will enter into a separate agreement with each Sub-processor that essentially imposes the same obligations regarding data protection as those imposed on the processor under these provisions. LawCloud will only appoint Sub-processors who provide sufficient guarantees regarding compliance with the Applicable Legislation on Personal Data Processing.
The Client hereby expressly authorizes LawCloud to appoint its current hosting providers, as listed in the External Security Policy of LawCloud (available at https://law.cloud/en/external-security-policy), as Sub-processors for processing Data in the context of the services to keep the Platform operational. LawCloud will notify the Client in advance about any intended changes regarding the addition or replacement of other Sub-processors. The Client may object to such intended changes by notifying LawCloud in writing within 5 (five) calendar days of LawCloud's notification. In any case, the Client agrees not to object unreasonably to such appointments. If the Parties cannot resolve the objection, the Client will have the right to terminate this Agreement without compensation. In any event, LawCloud will remain fully liable for any breach of this Article 11 caused by the acts, errors, or negligence of its Sub-processors.

11.8. LawCloud will provide the Client, considering the nature of the Processing and the information available to it, with all the information necessary to assist the Client in fulfilling its obligations regarding the security of the Data.

11.9. LawCloud will provide all reasonable and timely assistance (including through appropriate technical and organizational measures) to the Client, at the Client's expense, to enable the Client to respond to (i) any request from a data subject to exercise any of its rights under the Applicable Legislation on Personal Data Processing (including its right of access, right to rectification, right to object, right to restrict processing, right to erasure, and right to data portability, as applicable); and (ii) any other correspondence, question, or complaint received from a data subject, supervisory authority, or any third party related to the processing of the Data. If such a request, question, or complaint is directly forwarded to LawCloud, LawCloud will promptly inform the Client and provide all details regarding the matter.

11.10. If LawCloud believes or discovers that its processing of the Data likely involves a high risk to the rights and freedoms of natural persons, LawCloud will promptly notify the Client and provide the Client with all reasonable and timely assistance as required by the Client to conduct a data protection impact assessment and, if necessary, consult the relevant supervisory authority.

11.11. As soon as LawCloud becomes aware of a Security Incident, LawCloud will promptly notify the Client and provide all timely information and cooperation as required by the Client to enable the Client to comply with its obligations regarding the notification and communication of a breach related to Personal Data under (and in accordance with the deadlines imposed by) the Applicable Legislation on Personal Data Processing. LawCloud will further take all necessary actions and measures to recover or mitigate the consequences of the Security Incident and will keep the Client updated on any developments regarding the Security Incident.

11.12. Upon termination or expiry of this Agreement, LawCloud will, depending on the Client's choice, either delete or return the Data (including all copies of the Data) in its possession or under its control (including any Data outsourced to a third party for Processing), as requested by the Client (the "Return"). This obligation will not apply to the extent LawCloud is required by Union or Member State law to retain some or all of the Data, in which case LawCloud will isolate and protect the Data from any further Processing unless required by such legislation. LawCloud will charge a flat fee of 250.00 EUR for such Return. However, the Client acknowledges that LawCloud cannot distill Data from archived backups and agrees to allow LawCloud to retain such Data as long as technically or legally necessary, after which LawCloud will promptly delete the Data.

11.13. LawCloud will allow the Client (or the auditors appointed by the Client) to monitor LawCloud's compliance with this Article 11 and will provide all information, systems, and personnel necessary for the Client (or its auditors) (i) to conduct this monitoring and (ii) to perform an audit. LawCloud acknowledges that the Client (or its auditors) may enter the premises of LawCloud to perform this audit, provided that the Client gives reasonable prior notice of its intention to conduct the audit, the audit is performed during normal working hours, and all reasonable measures are taken to avoid unnecessary disruption of LawCloud's activities. The Client will exercise its audit rights no more than once during a twelve (12) month period, unless (i) required by an instruction from a supervisory authority, or (ii) the Client believes further investigation is necessary due to a Security Incident at LawCloud.

11.14. To the extent the Client grants access to Personal Data to one or more third parties (whether via APIs or otherwise), LawCloud will not be liable for the processing of Personal Data by these third parties. The Client indemnifies and holds LawCloud harmless for any claims, actions, losses, damages, and costs incurred by LawCloud that arise directly or indirectly from, or otherwise relate to, a breach of the Applicable Legislation on Personal Data Processing by these third parties.

12. Payment Terms

12.1. LawCloud will invoice the Client for the due Fees on an annual basis.
The Fees for the startup services will be invoiced at the beginning of the Agreement. All other Additional Fees (e.g., for Customization) will, if possible, be invoiced prior to the services to be provided by LawCloud. All payments made by the Client are definitively acquired by LawCloud and are non-refundable.

12.2. The Client agrees that invoices under this Agreement may be sent electronically to the email address provided by the Client in the Special Terms of the Agreement. If the Client wishes to change this email address, the Client must notify LawCloud in accordance with Article 19.4 of these General Terms and Conditions.

12.3. The Client agrees to pay the Fees owed to LawCloud under the Agreement within 14 (fourteen) calendar days from the date of the invoice concerned. All payments by the Client must be made without deduction of taxes and with the exclusion of any set-off.

12.4. In the event of late payment, the Client will automatically and without further notice owe default interest on the unpaid amount. The interest rate for this will be the statutory interest rate as determined by the Act of August 2, 2002, regarding the combating of late payments in commercial transactions. LawCloud will also have the right to charge all administrative costs and expenses incurred by LawCloud in the collection of the outstanding amounts (including but not limited to reasonable attorney fees) and any other damages that LawCloud may have suffered due to this late payment to the Client, with a minimum of 10 (ten) % of the unpaid invoice amount, with a minimum of 250.00 (two hundred fifty) EUR. Late payment of an invoice will result in all outstanding invoices to LawCloud becoming immediately payable. Any payment made by the Client shall first be applied to the legal and extrajudicial costs and the interest owed by the Client, and will then be applied to the oldest (partially) outstanding invoice, even if the Client explicitly states that the payment relates to a later invoice.

12.5. If the Client has questions about an invoice, the Client may contact LawCloud's helpdesk regarding this. If the Client disputes an invoice, they must send a registered letter with acknowledgment of receipt to LawCloud within 14 (fourteen) calendar days of the invoice date of the disputed invoice, clearly explaining the reason for the dispute. If the dispute is not made timely and in full in accordance with this Article 12.5, the Client will be deemed to have accepted the invoice.

13. Confidentiality

13.1. The Parties agree to keep the Confidential Information of the other Party confidential and only to use it when reasonably necessary for the performance of the Agreement. The obligations under this Article 13 will remain in effect for 2 (two) years after the termination of the Agreement. The Parties expressly agree that the provisions of the General and Special Terms of the Agreement, as well as all subsequent agreements made in the context of the Agreement, are considered Confidential Information. In particular, the Parties commit to:

1. Not disclosing the Confidential Information to third parties, unless necessary for fulfilling their obligations under the Agreement;
2. Not copying or otherwise exploiting any component of the Confidential Information other than as provided herein, and not making any reference to it in any disclosure to a third party;
3. Ensuring that all copies or parts of the Confidential Information made in accordance with the provisions of this Agreement bear a permanent readable reproduction of the notification of the Disclosing Party regarding copyright protection and confidentiality;
4. Immediately notifying the Disclosing Party when the Receiving Party becomes aware of any breach of confidentiality and providing reasonable assistance to the Disclosing Party in connection with it.

13.2. Each Party will take the necessary measures to protect the Confidential Information of the other Party, and these measures will be at least as stringent as those taken to protect its own information of a similar nature.

13.3. Each Party will inform its personnel, agents, partners, and subcontractors who have access to the other Party’s Confidential Information about the provisions of these confidentiality obligations and will enter into agreements with these employees and consultants to ensure compliance with the confidentiality obligation under this Agreement.

13.4. Notwithstanding the foregoing, Confidential Information does not include and the Parties shall therefore have no confidentiality obligations concerning information that:

1. Was already in the possession of the Receiving Party without any confidentiality obligation;
2. Was independently received or developed by the Receiving Party;
3. Was disclosed by a third party without any breach of confidentiality by the Receiving Party;
4. Was released with the written consent of the Disclosing Party; or
5. Was disclosed based on a legal obligation, regulation, or court order, provided that the Receiving Party immediately notifies the Disclosing Party of such a requirement and provides all cooperation to the Disclosing Party, at the Disclosing Party’s expense, to resist such an order and, in any case, limit the disclosure to the information explicitly covered by such an order.

13.5. In the event of a breach of this provision by a Party, that Party shall automatically and without prior notice be required to pay a flat-rate compensation of 10,000.00 (ten thousand) EUR per breach to the Disclosing Party, without prejudice to the right of the Disclosing Party to claim additional compensation if its damage is not fully covered by this flat-rate compensation. The Parties acknowledge that this flat-rate estimation of the damage caused by the unauthorized disclosure of Confidential Information is solely intended as compensation for the damage.

14. Warranty

14.1. LawCloud guarantees during the Term that the Platform, as available in its latest version, will meet the service levels as outlined in this Article 14 (the "Service Levels").

14.2. The Service Levels specify the time frame within which LawCloud guarantees the availability of the Platform to the Customer.

14.3. The Customer acknowledges and agrees that the Platform is offered as a managed hosted solution. The hosting services ("Hosting Services") are provided by or in collaboration with external hosting providers.

14.4. The Customer acknowledges and agrees to the terms and conditions of these hosting providers, as they may be modified from time to time by the hosting provider. The links to the terms and conditions of the current hosting providers are displayed in the External Security Policy of LawCloud (available at https://law.cloud/nl/externe-security-policy).

14.5. During the Term, LawCloud will make reasonable efforts, through the hosting providers, to maintain an average availability of 99% of the Platform (the “Availability”). This guarantee does not apply when the Availability could not be achieved due to any of the following events (non-exhaustive list): unavailability (downtime) due to:

1. Planned maintenance, which LawCloud will, to the extent possible, perform outside of normal working hours, on weekends, and on weekdays between 5:00 PM and 9:00 AM;
2. Circumstances caused by factors beyond LawCloud's reasonable control, including Force Majeure or issues related to internet access or its hosting providers;
3. Actions or negligent failure by the Customer;
4. The Customer's equipment, network infrastructure, software, or other technologies, and/or third-party equipment, software, or other technologies.

14.6. The Availability will be calculated on a per full month basis (unless the Customer was not a Customer for the full month) by dividing the total number of available minutes (i.e., the minutes during the month when the Platform was live and accessible by the Customer) by the total number of minutes in that same month, less the number of minutes allotted for maintenance, as defined in Article 14.5. The data provided by the hosting providers regarding the Availability of the hosting services shall be considered conclusive evidence between the Parties.

14.7. Failures that do not impact non-essential or unused features by the Customer will not be included in the calculation of Availability.

14.8. To the best of LawCloud's knowledge, the Platform, upon delivery to the Customer, does not contain Malware and LawCloud will not intentionally distribute Malware through the Platform. LawCloud reserves the right to perform necessary checks and scans to ensure this declaration.

14.9. The Customer has received an adequate demonstration to become familiar with the capabilities of the Platform and accepts the Platform "as is." In no event does LawCloud guarantee that the Platform will function without interruption or that it will be compatible with third-party applications, programs, or platforms that have not been explicitly recognized as compatible by LawCloud.

15. Limitation of Liability

15.1. LawCloud is only liable in case of proof of its gross negligence, intentional error, fraud, or deceit.

15.2. LawCloud's liability for damage caused by issues with an external hosting provider, third-party software in the Platform, the use of the Platform or Customer Data by third parties (software of third parties), or a deficiency in the reserved memory capacity on LawCloud's servers, shall never result in LawCloud having to pay compensation.

15.3. Notwithstanding the other provisions of this Article 15 and to the extent permitted under applicable law, if LawCloud were to be held liable based on a contractual or non-contractual error, the total and cumulative extent of its liability arising from or related to this Agreement shall be limited to a maximum of the Fees that the Customer has paid to LawCloud under this Agreement during the last twelve (12) months prior to the event giving rise to LawCloud's liability, unless LawCloud's insurer pays a higher amount due to the specific damage case.

15.4. To the extent permitted under applicable law, LawCloud shall not be liable to the Customer for any indirect, consequential, or similar damages, including, but not limited to, damage or costs resulting from loss of profits, loss of clientele, loss or damage of data, reputational damage, loss of data from the last 24 hours, loss of revenue, loss of goodwill, production or use, business damages, or the procurement of replacement services.

16. Indemnification by the Customer and LawCloud

16.1. In the event of claims (whether or not filed in court) or demands from third parties arising from a breach by the Customer of one or more provisions of the General and Special Terms and Conditions of the Agreement, the Customer shall indemnify and hold LawCloud harmless for all damages and costs arising from such claims or demands (including, but not limited to, all costs, damages, and reasonable fees for the potential involvement of legal advisors).

16.2. If, upon the demand of a third party, a final and binding court ruling determines that (the operation of) the Platform infringes on the Intellectual Property Rights of such third party, LawCloud shall defend, indemnify, and hold the Customer harmless from and against all costs, liabilities, and losses resulting from this ruling.

16.3. If a third party were to file a claim or demand alleging that the Platform allegedly infringes on the Intellectual Property Rights of the third party, the Customer shall immediately notify LawCloud. LawCloud then has the option, at its sole discretion, to:

1. Negotiate with this third party to acquire the right for the Customer to continue using the service; or
2. Replace the part that allegedly infringes the third party’s Intellectual Property Rights with a similar service that does not infringe upon such rights; or
3. If it is deemed impossible to do the above, terminate the Agreement, in whole or in part, immediately, with the provision that in case of such termination, the Fee already paid by the Customer for the use of the Platform will be refunded on a pro rata basis.

This Article 16 contains the exclusive remedy and recourse for the Customer against LawCloud for infringements or alleged infringements of a third party's Intellectual Property Rights by the Platform.

17. Audit

LawCloud shall have the right to conduct an audit to verify the actual use of the Platform by the Customer. If such inspection or audit reveals that the Customer has paid insufficient contractual Fees to LawCloud, the Customer shall immediately pay the outstanding amount to LawCloud, along with any applicable late interest (at least 10%), without prejudice to any other rights and remedies of LawCloud. In the case of underpayment or any other contractual breach, all commercially reasonable costs associated with such an audit shall be borne by the Customer, without prejudice to any other rights and remedies of LawCloud.

18. Force Majeure

Neither Party shall be liable for any delay in the performance or failure to perform its obligations under this Agreement if such delay or failure is due to Force Majeure. Each Party is entitled to terminate the Agreement if the Force Majeure situation persists for at least 30 (thirty) working days.

19. Overige bepalingen

19.1. Interpretation

The titles of the various articles of the Agreement and/or sections thereof are included solely to enhance readability. They are not part of the Agreement and do not define, limit, or describe the scope or content of the respective article to which they relate.

19.2. Subcontracting

LawCloud has the right to have the Agreement and the obligations arising therefrom fully or partially executed by a subcontractor without the explicit prior consent of the Client.

19.3. Waiver of Rights

A Party shall only be deemed to have waived one of its rights under this Agreement if the waiver is done in writing and communicated in accordance with the procedure described in Article 19.4 of the General Terms and Conditions "Notification". If a Party waives rights or claims, such a waiver can never be interpreted as a waiver of any other rights that have arisen or may arise in the future for that Party.

19.4. Notification

Unless otherwise stated, any notification under this Agreement shall be made in writing (i) by registered mail to the addresses listed at the top of this Agreement or (ii) by letter delivered to the person in two copies, one of which must be signed by the receiving Party as acknowledgment. Such notification shall take effect on the third (3rd) business day following the date of dispatch, as indicated by the postmark, or the next business day if delivered to the person. Each Party must notify the other Party of any change of address in accordance with the provisions of this Article 19.4.

19.5. Electronic Formation

The Parties waive their right to challenge the validity of this Agreement or any other arrangements solely on the grounds that this Agreement has been concluded electronically. Unless otherwise specified, all notifications between Parties shall be valid if made in writing, whether electronically or not, in compliance with Article 2281 of the old Civil Code (B.W.).

19.6. Non-transferability

This Agreement and the rights and obligations arising therefrom for the Client may not be transferred, directly or indirectly, in whole or in part, to any third party without the prior written consent of LawCloud. LawCloud may transfer its rights and obligations under this Agreement, in whole or in part, to third parties, provided the Client is notified in advance.

19.7. Entire Agreement and Amendments

This Agreement and its attachments and addenda, which form an integral part of this Agreement, contain the entire agreement between the Parties regarding the subject matter of the Agreement and supersede all prior oral and written negotiations and agreements. Unless explicitly stated otherwise in the Agreement, the Agreement and/or its attachments can only be amended or modified by a written agreement signed by duly authorized representatives of the Parties. LawCloud may unilaterally modify the General Terms and Conditions of the Agreement if it has a valid reason to do so. Any such change will only apply prospectively. LawCloud shall send the modified General Terms and Conditions to the Client one month before they take effect, and the Client shall have the right to terminate the Agreement free of charge before the amendment takes effect. If the Client does not terminate the Agreement in a timely manner, the Client is deemed to have accepted the modified General Terms and Conditions.

19.8. Relationship between Parties

The relationship between the Parties is that of independent contractors. From the Effective Date of the Agreement, LawCloud is entitled to refer to the Client as a customer of LawCloud in all its commercial and/or marketing materials, client lists, sales references, and on LawCloud's websites.

19.9. Post-Contractual Provisions

The provisions of Articles 13, 14.9, 15, and 19 of the General Terms and Conditions and Article 4.5 of the Special Terms of this Agreement shall survive and bind the Parties even after the termination or expiration of this Agreement for any reason. The same applies to any other provisions that, by their nature, are intended to govern the post-contractual relations between the Parties.

19.10. Applicable Law

This Agreement shall be governed by and construed in accordance with Belgian law.

19.11. Competent Courts

The Commercial Court of Antwerp, Antwerp division, shall have exclusive jurisdiction over any dispute between the Parties arising out of or related to this Agreement.

19.12. Legal Articles Mentioned in the General and/or Special Terms of the Agreement

• Article 2281 of the Old Civil Code (B.W.) "When a notification is required in writing to be raised by the notifier, a notification by telegram, telex, fax, electronic mail, or any other telecommunication method that results in a written document for the recipient shall also be considered a written notification. The same applies when the notification does not result in a written document for the recipient because they use another method of receipt. The notification takes effect upon receipt in the forms mentioned in the first paragraph. If a signature is missing as specified in Article 18.1,2° of the Civil Code, the recipient can request the notifier to send an original signed copy without undue delay. If the recipient does not request this promptly or the notifier fails to respond to such a request, the recipient cannot claim the absence of a signature."
• Article 1:14 of the Companies and Associations Code (WVV)
  • “§ 1. ‘Control’ over a company refers to the ability, legally or in fact, to exert decisive influence over the appointment of the majority of directors or managers, or over the policy direction of the company. 
  • § 2. Control is legally presumed and irrefutably presumed:
    • 1° when it arises from holding the majority of voting rights attached to the total shares or other securities of the company; 
    • 2° when a partner has the right to appoint or dismiss the majority of directors or managers; 
    • 3° when a partner has control under the company's statutes or agreements with the company regarding control powers; 
    • 4° when a partner, under an agreement with other partners of the company, holds the majority of voting rights attached to the total shares or other securities of the company; 
    • 5° in the case of joint control.
  • § 3. Control is factual when it arises from factors other than those mentioned in paragraph 2. A partner is, unless proven otherwise, presumed to have factual control over a company if they exercised voting rights representing the majority of the voting rights attached to the shares or securities represented at the penultimate and last general meetings of the company.”