Terms and conditions

Terms & Conditions — ClauseBuddy

Version 20220306

These Terms and Conditions apply exclusively to the use of the "ClauseBuddy" (free or paid), as provided by ClauseBase BV. These Terms and Conditions shall constitute the entire agreement between the Parties. When combined with a separately purchased license to the ClauseBase platform (marketed through www.clausebase.com), the use of ClauseBuddy will be subject to separate Terms and Conditions. ClauseBuddy may also be combined with third party content offered through various channels, which may itself be subject to other terms & conditions.

1. Definitions

“Account” means the combination of a user's name, security code, underlying password, settings and personal files for the Customer;

ClauseBase” means ClauseBase BV, Alfons Stesselstraat 9, 3012 Leuven, VAT BE0723.768.270, RPR Leuven;

Customer” means the natural or legal person subscribing to a ClauseBuddy subscription;

“Commencement Date” means the date on which the Customer activates their Account;

Data Protection Legislation” means the General Data Protection Regulation (GDPR) and any national implementation that apply to the Parties’ processing of personal data;

“Error” means a substantial, verifiable and reproducible non-conformity of the Platform with its User Guide;

“Force Majeure” means any cause beyond a Party’s reasonable control, such as acts of God, acts from authorities, war, fire, flood, explosion or civil commotion, electricity outages, telecom breakdowns (including “denial of service” attacks and similar unavailability of connections), strikes, failure of a third party, software bugs in third party software, industrial action, etc.;

Hosted Data” means any electronic data (including clauses, legal metadata, logos, questions, etc.) stored in the Platform, after being uploaded by the Customer;

Hosting Services” shall consist of storing the Hosted Data and software, serving page requests and web service invocations, and maintaining and updating the Platform;

Platform” means the proprietary web-based application that is marketed as “ClauseBuddy”, as marketed through www.clausebuddy.com and made available in Microsoft's app stores. The Platform contains features such as: the storage of clauses and legal content; a search engine; and a content composition engine.

Term” means the term of this Agreement, as calculated from the Commencement Date;

“Usage Fees” means the fees to be paid by the Customer to ClauseBase for the use of the Platform, in the paid subscription of ClauseBuddy;

User Guide” means the manual for the Platform, as updated from time to time, and made available on www.clausebuddy.com.

2. ClauseBase Platform license

ClauseBase grants the Customer a non-exclusive, non-transferable right to use the Platform as described in the User Guide, and to enable the Customer to access and use the Platform during the Term.

3. Use of the Platform

3.1. The Customer shall use the Platform in accordance with the conditions and limitations set forth in this Agreement and shall not:

3.1.1. sublicense or otherwise make the Platform available to third parties, unless allowed in writing by ClauseBase;

3.1.2. attempt to gain unauthorized access to the other accounts, or related systems or networks of ClauseBase;

3.1.3. use the Platform in an unfair manner (e.g., with respect to storage or bandwidth), in light of the fact that this Platform is technically time-shared between various Customers;

3.1.4. use the Platform in an illegal manner (e.g. illegal content).

3.2. Despite the fact that the Platform may offer the Customer access to pre-written clauses, for inclusion in the Customer’s documents, ClauseBase does not act as a law firm, and ClauseBase does not offer the warranties customarily offered by law firms to their clients. The Customer also accepts that the compliance, validity and up-to-dateness of the aforementioned public clauses, as well as any other clauses that would be offered to the Customer by ClauseBase, is only guaranteed by ClauseBase if explicitly set forth on a signed order form.

3.3. The Customer shall have sole responsibility for the accuracy, quality, legality, reliability, and appropriateness of the Hosted Data. The Customer acknowledges that, even though the Platform is advertised as a tool to accelerate the drafting of various legal documents, such tool shall not relieve the Customer of reviewing the correctness, quality and appropriateness of the Hosted Data. The Customer shall be solely responsible to determine whether, how and where to use any Hosted Data. The Customer will duly test and periodically review the Hosted Data and contract drafting facilities offered through the Platform.

3.4. The Customer shall protect the confidentiality of its security code or that of its users, which are strictly personal and shall be solely used by the Customer themselves. It is strictly prohibited for multiple users to share a single security code. ClauseBase must be promptly notified if a user's security code is lost or exposed.

3.5. The Customer acknowledges that the ClauseBuddy subscription is subject to technical limitations (e.g., maximum amount of stored clauses, maximum languages) and changing feature sets, which will be communicated by ClauseBase through its website and which may be adjusted by ClauseBase at its sole discretion. For the paid version of ClauseBuddy, ClauseBase warrants that the overall level of features, will generally not degrade, even when remixes of features and limitations would be announced from time to time.

3.6. The Customer accepts that ClauseBase has the right to remove or block any Hosting Data which third parties or authorities assert is illegal or infringes upon the rights of others. To the extent possible, ClauseBase shall inform the Customer in advance.

3.7. During the Term, the Customer shall have the right to use the logo and trade name of the Platform to (i) indicate that Customer uses the Platform; (ii) indicate that the Customer is a customer of ClauseBase; or (iii) promote or provide information on the Platform, subject to the conditions that the use of the logo or trade name (a) does not jeopardize the reputation, image and goodwill of ClauseBase, and (b) does not lead to any confusion about the fact that the Platform is owned and operated by ClauseBase; and (c) does not lead to any confusion about the fact that ClauseBase and the Customer are two independent parties with a separate legal identity.

3.8. The Customer shall report any Errors immediately on detection through the helpdesk, in a well-documented way. At ClauseBase’s request, the Customer shall render assistance, in all fairness, for the diagnosis, the reproduction and correction of the Error.

3.9. The Customer agrees to indemnify ClauseBase, its representatives and employees against any and all damage, expenses and third-party claims arising out of the use by the Customer of the Platform in a manner that does not correspond with this Agreement.

4. Warranties

4.1. The Platform is made available to the Customer as-is, and may contain bugs and Errors. However, ClauseBase shall use commercially reasonable endeavours to match the features, functionalities, etc. with the User Guide.

4.2. The Customer acknowledges that the access to and use of the Platform may be suspended from time to time due to unanticipated or unscheduled downtime. To the extent possible, ClauseBase shall schedule planned downtime outside Belgian working hours.

4.3. In light of the software-as-a-service nature of the Platform, ClauseBase shall have the right at any moment to: (i) activate a new version of the Platform; (ii) add additional functionality to the Platform; (iii) modify internal or external functioning of the Platform, provided similar functionality is kept; or (iv) move its servers or networks to other locations or data centers within the European Union. ClauseBase shall undertake reasonable efforts to mitigate the impact on the use for Customer.

5. Fees

5.1. Until further notice the Customer can make use of the free version of ClauseBuddy free of charge.

5.2. Usage Fee may be implemented by ClauseBase and can subsequently be changed by ClauseBase at any time, subject to ClauseBase communicating the implementation or change to the Customer at the latest one month before the change would become effective. If the Customer does not agree with the proposed change, the Customer can terminate this Agreement for convenience at the latest two months before the change would become effective. In the absence of such termination, the adapted rates will be deemed accepted by the Customer.

5.3. [Paid version only] On each anniversary of the Commencement Date, ClauseBase has the right to index the Usage Fees in accordance with the following formula:

Vn = Vo ( -0.2 + 0.8 Sn/So)

whereby Vn = the new Fee; Vo = the previous Fee; Sn = the index of the national wage costs (referteloonkost landsgemiddelde) published by Agoria three months before the anniversary; and So = the index of the national wage costs published by Agoria fifteen months before the anniversary.

5.4. The Usage Fees can be changed by ClauseBase at any time, subject to ClauseBase communicating the change to the Customer. The new Usage Fees will then apply as from the first invoice that is issued one month after the change was communicated, provided the Customer did not object against the proposed change within that month. For the avoidance of doubt: the Usage Fees for a certain period cannot be increased retroactively once they have been invoiced.

5.5. Except as otherwise provided, all fees are quoted and payable in EUR, and do not include any value added or similar taxes (collectively “taxes”).

5.6. All invoices are payable within thirty days, calculated as from the invoice date. In case of late payment, a monthly interest of 1% can be charged after prior notice by ClauseBase.

5.7. In the event of any failure by the Customer to timely make the payments indicated above, then ClauseBase can suspend the provision of the Platform until all outstanding invoices have been paid, without in any way affecting its other rights hereunder.

6. Term and termination

6.1. This Agreement comes into force on the Commencement Date, for an indefinite duration.

6.2. ClauseBase can terminate this Agreement with immediate effect without intervention of a judge by written notice to the Customer, if the Customer commits a material breach of this Agreement or if the Customer uses the Platform in a manner that ClauseBase believes in its sole discretion is harmful to the Platform or other users.

6.3. ClauseBase can introduce changes to this Agreement at any time. If the Customer does not agree with them, the Customer can terminate this Agreement for convenience at the latest one month before the change would become effective. In the absence of such termination by the Customer, the changes are deemed accepted by the Customer.

6.4. Each Party can terminate this Agreement without intervention of a judge with immediate effect on written notice: (i) if a receiver, administrator or similar officer is appointed over all or any part of the assets or undertaking of the other Party; (ii) if the other Party makes any arrangement for the benefit of its creditors; or (iii) if the other Party goes into liquidation save for the purposes of a genuine reconstruction.

6.5. After termination of this Agreement: (i) each Party shall return or destroy (or provide a certificate of having destroyed) the other Party’s Confidential Information; and (ii) ClauseBase shall, upon request by Customer made within thirty days after the effective date of termination, provide the Customer with limited access to the Platform, for the sole purpose of enabling the Customer to make a copy of the Hosted Data. After this period, ClauseBase shall have no obligation to maintain/provide any Hosted Data.

7. Confidentiality

7.1. “Confidential Information” means all confidential information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances. Confidential Information shall not include: (i) information that is, or becomes, generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) information known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) information developed independently by the Receiving Party without breach of any obligation owed to the Disclosing Party; (iv) information received from a third party without breach of any obligation owed to the Disclosing Party; and (v) statistical information generated from the Hosted Data.

7.2. The Receiving Party shall not disclose or use Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior permission.

7.3. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care).

7.4. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

8. Data protection

8.1. In relation to the processing of any personal data in the profile data of each Account (such as the username, password, first name, last name and email address), ClauseBase qualifies as the “data controller” under the Data Protection Legislation.

8.2. In relation to the processing of any personal data contained in the Hosted Data, the following shall apply:

8.2.1. The primary purpose of the Platform is to store clauses, which – by their nature – should not contain any personal data, as they will typically contain placeholders that need to be completed by the Customer with actual data. The Customer accepts to respect this general positioning of the Platform and shall refrain from treating the Platform as a data storage solution, so as to minimize the amount of personal data that is stored on the Platform.

8.2.2. In relation to the processing of any personal data contained in the Hosted Data, the Customer shall be the “data controller” and ClauseBase shall be the “data processor”. ClauseBase shall only process such personal data: (i) in accordance with the instructions received from the Customer, which may be specific instructions or instructions of a general nature as set forth in this Agreement; (ii) to the extent, and in such manner, as is necessary for the provision of the Hosting Services, or as is required by law or any regulatory body.

8.2.3. Each Party shall comply with its respective obligations under Data Protection Legislation and shall not undertake any action that would cause the other Party to breach any of the Data Protection Legislation obligations. In particular, the Customer shall ensure that: (i) all instructions given by it to ClauseBase in respect of the Hosted Data will be in compliance with applicable data protection legislation; (ii) it has all required consents, licenses and approvals to use, disclose and/or transfer the personal data included in the Hosted Data.

9. Risk allocation

9.1. The total aggregate contractual and extracontractual liability of ClauseBase under this Agreement shall be limited to: (i) for the free version: five (5) EUR; and, for the paid version: three times the monthly Usage Fee that applied before the event that gave rise to the damage. To the maximum extent allowed by applicable law, ClauseBase shall not be liable for indirect damage of any kind (such as loss of profits, loss of use, loss of customers, business interruption, third party claims, etc.) incurred by the Customer or third parties connected to the Customer.

9.2. Nothing in this Agreement shall exclude or limit either party’s liability for fraud or wilful misconduct.

10. Miscellaneous

10.1. Neither Party shall be liable to the other for any delay in, or failure of, the performance of its obligations arising from Force Majeure. The Party affected by Force Majeure shall as soon as practicable, send to the other a written notice setting out the circumstances of the event and its anticipated effect, and shall use all reasonable endeavours to minimize the effect of any such circumstances. In case the Force Majeure affects ClauseBase then ClauseBase may terminate this Agreement with one month’s written notice without being liable for such termination.

10.2. Should any clause be found to be invalid/unenforceable, such clause shall be deemed severed from this Agreement, and the other clauses thereof shall remain in full force and effect. The Parties shall then negotiate in good faith, on a commercially reasonable efforts basis, to agree on alternative clauses with the same economic effect as intended by the Parties.

10.3. This Agreement shall be governed by and construed in accordance with Belgian law. Should any dispute arise, the Parties will endeavour to resolve it in good faith. If the dispute is not resolved within thirty days through such negotiations, each Party shall have the right to submit the unresolved issue to the courts of Leuven, which shall have exclusive jurisdiction to settle any such dispute.