These general terms and conditions (the “General Terms”) shall govern all Order Forms entered into by LegalFly BV, a Belgium-based company, registered at Sint-Jacobsnieuwstraat 32, 9000 Ghent (Belgium) (“LegalFly”) and the legal entity or natural person identified as customer in the Order Form (the “Customer”), except when superseded and replaced by any deviating contractual agreements expressly made in writing between LegalFly and the Customer.
LegalFly and the Customer are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
Customer’s general terms and conditions are not applicable and expressly excluded.
Specific services terms, product details and/or subscription terms will be set forth in applicable Order Form(s), each of which becomes binding on the Parties and subject to these General Terms and documents referenced therein upon execution of an Order Form.
Each Order Form is governed by and incorporates the following documents in effect as of the date of last update of such documents, collectively referred to as the “Agreement” that consists of:
1. the Order Form;
2. the Data Processing Agreement (if applicable);
4. these General Terms.
In the event of a conflict, the order of precedence is as set out above in descending order.
LegalFly reserves the right to unilaterally and at any time modify these General Terms provided it gives prior written notice of such changes to Customer (including without limitation by e-mail) (the “Notice”). In that case, Customer may terminate this Agreement within fifteen (15) days of such notice by notifying LegalFly of such termination in writing. If Customer does not notify LegalFly of such termination, the new terms shall become effective as of the date specified in the Notice.
Except as otherwise provided, the defined terms used in this Agreement shall have the meaning as set forth in Article 1.
This Agreement governs:
(i) Customer’s subscription to the SaaS Solution set forth in the Order Form made available to Customer in accordance with the terms of this Agreement; and/or
(ii) Customer’s subscription to or purchase of additional Services as set forth in the Order Form.
2.1 For purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms will have the following meanings:
"Affiliate" means an affiliate as per article 1:20 of the Belgian code of companies and associations.
"Article" means an article of these General Terms.
"Customer Data" means any document, material, data or information of any type that is uploaded or submitted by or on behalf of Customer to the SaaS Solution or that is generated or processed by or on behalf of Customer using the Software.
"Credits" means non-refundable electronic tokens which are purchased by the Customer or provided by LegalFly under relevant subscription terms, and that may be used by the Customer to access and use certain features or services of the SaaS Solution.
"Documentation" shall mean any documentation provided by LegalFly relating to the use of the SaaS Solution;
"DPA" means the applicable LegalFly Data Processing Agreement, available here.
"Effective Date" means the date when the Customer countersigns the relevant Order Form.
"End User" means any individual authorized by Customer to use the Software on Customer’s behalf.
"Integration Date" is the date when the integration of the Customer’s contract repository with the Licensed Software is activated;
"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including but not limited to copyrights, copyrightable works (including but not limited to mask work rights) and moral rights; (b) trademarks, trade dress, trade names, corporate names or service mark rights; (c) trade secret rights and other confidential information (including but not limited to ideas, information, improvements, specifications, drawings, programmer notes, discoveries and proposals); (d) patents, patent disclosures, and inventions (whether patentable or not) know-how and industrial property rights; (e) logos, layout design rights, design rights, database sui generis right, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not, (f) computer software programs (including but not limited to source code and object code), data, databases and documentation thereof and (g) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world;
"Order Form" means any quote or other ordering document issued in accordance with Article 4.1 of these General Terms that references these General Terms.
"Order Term" means the Subscription Term and any Renewal Term (as defined in Artcile 8.2 of these General Terms).
"Partner" means a reseller or distributor authorized by LegalFly to resell licenses of the Software.
"Professional Services" means the implementation services, training services or any other professional services as set out in the applicable SOW, but does not include Support Services.
"SaaS Solution" means the LegalFly contract review Software, including a web-based portal and mobile application, as identified in the Order Form and applicable Documentation and which is provided as a service.
"Services" means any Professional Services or Support Services.
"Software" means the proprietary computer program or application developed by LegalFly that constitutes the core component of the SaaS Solution.
"Subscription Term" means the period from the start date to the end date specified in each Order Form.
"Support Services" means maintenance and other support services that are applicable to the Software being subscribed to.
"Term" includes the Initial Term, along with any Renewal Term(s), as applicable;
"Updates" means the maintenance fixes and error corrections of the Software made available by LegalFly.
2.1 During the Subscription Term, LegalFly grants to Customer and its Affiliates a limited, revocable, non- exclusive, non-transferable, non-sublicensable, worldwide right to: (i) access and use the SaaS Solution in accordance with the Documentation, solely for the internal business purposes of Customer, and subject to the terms of these Agreement and any additional license parameters or restrictions identified on the Order Form; and (ii) to use and make a reasonable number of copies of the Documentation in connection with its authorized use of the SaaS Solution.
2.2 The Order Form mentions a maximum number of End Users. The Customer may request an increase in the maximum number of End Users at any time. Upon confirmation from LegalFly, as promptly as reasonably possible following such request, the Customer will receive an updated Order Form with the new maximum number of End Users and corresponding Fees, effective immediately (unless specified otherwise in the Order Form). Additionally, the Customer may request to decrease the maximum number of End Users. Upon LegalFly's prompt confirmation of such a request, the Customer will receive an updated Order Form with the new maximum number of End Users and corresponding Fees, effective at the start of the next Renewal Term (unless specified otherwise in the Order Form).
2.3 The Customer acknowledges that in the event an Authorized User is no longer covered by an active subscription (for example due to a subscription downgrade), the Authorized User will lose access to its account. The Customer acknowledges that in the event the subscription is terminated, and no other subscription will apply (a downgraded or upgraded subscription), all Authorzied Users will lose access to their accounts on the termination date.
2.4 The Customer acknowledges and agrees that the use of certain features or services made available by LegalFly within the SaaS Solution may be subject to the redemption of Credits. The details regarding Credit redemption for specific features or services will be available within the SaaS Solution. The number of Credits required to access and use uch features or services is determined by LegalFly and may be modified at LegalFly’s sole discretion. The Customer is not entitled to request, and LegalFly is not obliged to offer any refunds or exchanges for expired or used Credits.
2.5 To access and use the SaaS Solution, the Customer needs to establish an administrator account, providing current, complete, and accurate information when setting it up. The Customer will identify End Users authorized to set up logins to use the SaaS Solution as permitted by this Agreement. The Customer will maintain a list of logins using the administrator account. It is strictly prohibited for a single login to be used by more than one End User. The Customer will take necessary actions to maintain the confidentiality of each password and login and prevent unauthorized use. The Customer will promptly inform LegalFly in writing if it determines or suspects an unauthorized employee or third party has accessed a Password or Login. The Customer authorizes LegalFly to rely on any information and/or instructions set forth in any data transmission using the assigned password or login, without further investigation or inquiry, irrespective of the transmitting individual's actual identity, concerning LegalFly's operation. Any use of the assigned password or login, whether authorized by the Customer or not, is solely the Customer's responsibility and risk. The Customer will indemnify, defend, and hold harmless LegalFly from any claim, proceeding, loss, or damages based on any use, misuse, or unauthorized use of the Customer’s passwords and logins.
2.6 Customer undertakes and warrants that it shall not and procure that its End Users shall not:
(i) copy, adapt, alter, translate, modify or make derivative works based on the SaaS Solution and any other LegalFly’s intellectual property, without the express consent of LegalFly;
(ii) exceed the subscribed quantities, users or other entitlement measures of the SaaS Solution as set forth in the applicable Order Form without prior approval of LegalFly;
(iii) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to the Customer under this Agreement to any third party;
(iv) modify, decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or any underlying ideas, algorithms, structure or organization) of the Software, except and only to the extent that such activity is expressly permitted by applicable law;
(v) use the SaaS Solution to generate unsolicited e-mail advertisements or spam;
(vi) interfere with or disrupt the integrity or performance of the SaaS Solution;
(vii) attempt to gain unauthorized access to the SaaS Solution or its related systems or networks, or perform unauthorized penetrating testing on the SaaS Solution;
(viii) use the SaaS Solution in a manner that infringes on the intellectual property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;
(ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the SaaS Solution (including without limitation robots, spiders or scripts);
(x) or alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the SaaS Solution.
3.1 Customer shall provide LegalFly with all necessary information, documentation and co-operation as reasonably requested in order for LegalFly to fulfil its obligations under this Agreement.
3.2 In addition to the other obligations set out in this Agreement, Customer shall:
only use the Services in accordance with the terms of this Agreement;
only use the Services in compliance with all to Customer applicable laws and regulations. be responsible for procuring and maintaining its network connections and telecommunication links from its systems to the SaaS Solution;
implement the necessary precautions to prevent the introduction and proliferation of a virus or any other harmful software or data component or into SaaS Solution;
and regularly take back-ups of its Customer Data.
3.3 Customer is responsible for its End Users’ compliance with the terms of this Agreement. Customer shall defend, hold harmless and indemnify LegalFly and its subcontractors against all claims as a result of its End User’s use of the SaaS Solution in breach of this Agreement.
4.1 If Customer orders Professional Services from LegalFly, the Parties will execute a separate Order Form, which will describe the (i) scope of the Professional Services to be provided by LegalFly, and (ii) corresponding estimated fees. Each Order Form executed by the Parties will reference and be subject to the terms of these General Terms and may contain additional terms.
5.1 Customer retains the exclusive ownership of and/or rights to use all Customer Data. Customer grants all such rights and permissions in or related to Customer Data as are necessary or useful for LegalFly to perform its obligations under this Agreement. Customer shall be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Customer Data. Customer shall ensure that the Customer Data is lawfully obtained and shall, where relevant, regularly review Customer Data and keep it up-to-date.
5.2 Customer Data will not be used to train the SaaS Solution without Customer's consent.
5.3 Customer shall be responsible for uploading the Customer Data onto the SaaS Solution. In the event that LegalFly would assist with such upload, Customer shall remain responsible for ensuring that all the Customer Data is correct and has been uploaded in full and LegalFly will bear no liability in this respect.
5.4 The Customer agrees that LegalFly may collect, use, and disclose quantitative data derived from the use of the SaaS Solution for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify Customer and/or Customer Data.
6.1 All intellectual property rights belonging to a Party prior to the Agreement will remain with that Party. The SaaS Solution, including without limitation any underlying data, software, platforms, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, features and any modifications, enhancements and derivatives thereof and all intellectual property rights related thereto are the property of LegalFly and/or its respective Affiliates which retains all right, title and interest in connection therewith. For purposes of clarity, LegalFly makes no claim with respect to any data, content, photographs, videos or other materials uploaded to the SaaS Solution by the Customer or any of Customer’s End Users.
6.2 As between Customer and LegalFly, Customer owns the Customer Data. Customer hereby grants to LegalFly and its Affiliates and service providers, a worldwide, non-exclusive, non-transferrable and non-sublicensable, royalty-free license to collect, store, maintain, modify and process Customer Data as required to provide the SaaS Solution and/or Services to Customer
6.3 The Customer may occasionally provide suggestions, comments for enhancements or functionality, or other feedback, excluding Customer Data, to LegalFly regarding the SaaS Solution (“Feedback”). LegalFly will decide, at its sole discretion, whether or not to proceed with developing the requested enhancements, new features, or functionality. The Customer hereby grants LegalFly a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof.
7.1 Subject to the conditions herein, LegalFly indemnifies and holds harmless Customer on a full indemnity basis against any action, claim or proceeding made or brought by any person alleging that Customer’s use of the of the SaaS Solution infringes the intellectual property rights of that person (hereinafter an “Infringement Claim”).
7.2 In the event of an Infringement Claim:
(i) Customer must promptly give written notice of such Infringement Claim or any notice preceding this action to LegalFly as soon as it becomes aware of it and give LegalFly full and exclusive authority for, and information for and assistance with, the defence and settlement of the Infringement Claim;
(ii) If an Infringement Claim has been proven by a judicial decision, Customer agrees to permit LegalFly, at its option and expense, to; (a) either, secure the right to continue using the SaaS Solution or the infringing portion thereof legitimately, or (b) using reasonable efforts and at reasonable costs, replace or modify the SaaS Solution or infringing portion thereof to make it non-infringing, while preserving substantially similar functionality. If neither of (a) nor (b) can be accomplished by LegalFly using reasonable efforts and at reasonable costs, remove the infringing portion from the SaaS Solution, in which case the charges shall be equitably adjusted from then on to reflect such removal or terminate the relevant license and pay the Customer the pro-rata remaining amount of the fees the Customer paid to LegalFly for that portion of the SaaS Solution which is the subject of the Infringement Claim.
7.3 If it is not possible to achieve the remedies mentioned in Article 7.2 (ii), LegalFly shall be liable, subject to the terms of Article 8, to pay any damages that the Customer is required to pay as a result of a final judicial decision or an approved settlement agreement between Customer and a third party (subject to prior approval by LegalFly).
7.4 Under no circumstances shall LegalFly be held responsible for any Infringement Claim resulting from (i) a breach by Customer (or its End User) of the terms of this Agreement, (ii) any modification of the SaaS Solution or relevant infringing portion thereof not made by or on behalf of LegalFly, (iii) the use of the SaaS Solution or relevant infringing portion thereof for a purpose not intended according to this Agreement or not in accordance with Documentation, (iv) modification, configurations or implementations of the SaaS Solution made in accordance with Customer’s specific instructions, (v) the use of the SaaS Solution or relevant infringing portion thereof in combination with any product and/or services not provided or approved by LegalFly or any product and/or services other than those that have been expressly authorised by or on behalf of LegalFly.
7.5 The foregoing states the entire obligations of LegalFly with respect to infringement of third-party proprietary rights. The foregoing is given to Customer solely for its benefit and in lieu of all warranties of non-infringement with respect to the SaaS Solution or any part thereof.
8.1 In no event will LegalFly be liable for any special, incidental, punitive, indirect, exemplary, or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), strict liability or otherwise. LegalFly shall not be responsible for losses resulting from decisions made on the basis of the data or content which is generated via the SaaS Solution.
8.2 LegalFly’s cumulative, total liability for any reason (whether based in contract, tort, including negligence and strict liability) in connection with this agreement or the services shall in no event exceed the amount paid by the Customer to LegalFly for the twelve (12) month period prior to the event giving rise to liability.
8.3 The limitations provided for in this Article 8 shall also apply to LegalFly’s indemnification and remedies obligations provided for in Article 7.
9.1 All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (the “Confidential Information”). In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
9.2 For all Confidential Information received during the Subscription Term, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
9.3 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
9.4 The provision of this Article 9 shall survive the expiration or termination of this Agreement for a period of five (5) years.
10.1 LegalFly shall perform the Services in a professional manner, using all reasonable skill and care. These Services shall be carried out by qualified and experienced personnel. Notwithstanding the foregoing, LegalFly does not warrant that, given the current state of technique, the use of the SaaS Solution will be uninterrupted, nor that the SaaS Solution and Documentation will meet the Customer's requirements, be compatible or work with any other goods, services or technologies which are not included in the Documentation or be free of harmful code or error free.
10.2 The Customer acknowledges that the SaaS Solution, serving as an AI copilot for legal professionals, functions inter alia as a legal aid for document review and document drafting. The Customer explicitly acknowledges and agrees that, unless explicitly stated otherwise in this Agreement, the SaaS Solution does not provide guidance or advice on legal matters. The Customer understands that any information generated by the SaaS Solution is for reference purposes only and should not be relied upon as professional legal advice or a substitute for such advice. The Customer bears full responsibility for verifying and corroborating the accuracy and validity of any information or outputs produced by the SaaS Solution. All warranties, expressed or implied, regarding the accuracy, completeness, or reliability of the SaaS Solution's outputs, are disclaimed.
10.3 THE EXPRESS WARRANTIES DESCRIBED OR REFERENCED IN THIS ARTICLE 10 ARE THE ONLY WARRANTIES MADE BY LEGALFLY WITH RESPECT TO THE SAAS SOLUTION OR SERVICES, AND ARE IN LIEU OF, AND LEGALFLY HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INFORMATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT LEGALFLY KNOWS OR HAS REASON TO KNOW OF SUCH PURPOSE).
11.1 The Customer shall pay LegalFly the then-applicable fees described in the Order Form (the “Fees”). The Fees are exclusive of VAT and/or other taxes and (local) charges. All prices are in EUR and payable in EUR. LegalFly will issue invoices for the Fees either on a monthly basis or in advance on an annual basis unless other billing arrangements are specified in the Order Form.
11.2 LegalFly reserves the right to charge additional fees in the event that the number of End Users is exceeded, unless LegalFly has given its prior written consent or as set out in an Order Form.
11.3 LegalFly will have the right to adjust the Fees on an annual basis on January 1st of every year for general price indexation.
The indexation will be based on the following formula: Fn = Fo (0,2 + 0,8 (Sn/So))
Fn = new fee
Fo = old fee
Sn = reference wage costs (national average – wages and social charges) as last published by the technology industry federation Agoria preceding the adaptation of the fee
So = reference wage costs (national average – wages and social charges) published by Agoria, valid for the month preceding the entering into force of the Agreement).
The adjustment of Fees based on the general price indexation will take effect upon the renewal of the Subscription Term
11.4 LegalFly may, at its reasonable discretion, increase the agreed Fees once per year upon renewal of the Subscription Term. LegalFly shall notify the Customer of the increase in writing thirty (30) days before the date on which the increase takes effect. If the Customer does not consent to the Fees increase, it may, within fifteen (15) days from receipt of the notification, terminate the subscription at the point the increased Fees are set to take effect. Should the Customer not exercise this right to terminate, it will be deemed as acceptance of the fee increase and the updated Fees shall apply for the renewed Subscription Term.
11.5 Invoices issued by LegalFly are due and payable within thirty (30) days from the invoice date (unless otherwise specified on the applicable Order Form).
11.6 Any amounts unpaid by the Customer by the due date mentioned in the invoice shall bear interest in accordance with the law of 8 August 2002 on combating late payments in commercial transactions. Disputed amounts will only be raised in good faith and the Customer will notify LegalFly of such as soon as reasonably practicable and at least within thirty (30) days after receipt of an invoice. The Customer shall pay all reasonable costs of collections, including attorneys’ and collection agencies’ fees.
11.7 LegalFly will be authorized to suspend any provision of the SaaS Solution without prior warning in the event of late payment.
If and to the extent LegalFly has access to personal data, i.e., information related to an identified or identifiable individual, of the Customer within the scope of the provision of the SaaS Solution, the Parties shall conclude a corresponding DPA prior to the start of the processing and attached the signed DPA to this Agreement.
13.1 This Agreement enters into force on the Effective Date of the relevant Order Form and shall remain in effect for the Subscription Term specified in such Order Form (“Initial Term”). This Agreement will automatically renew for successive one (1)-year periods (each a “Renewal Term”) beginning at the end of the Initial Term, unless either Party provides notice of termination sixty (60) calendar days before the end of the Initial Term or then-current Renewal Term, as applicable.
13.2 Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to rectify such breach within thirty (30) calendar days from receipt of a default notice.
13.3 Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, or otherwise liquidates or ceases to do business.
13.4 Upon termination of this Agreement for any reason (i) the Customer will promptly pay LegalFly all Fees and other amounts due to LegalFly under this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer under this Agreement, including the rights to use the SaaS Solution as per Article 2, will automatically terminate. Termination of this Agreement on any grounds shall not prejudice any right or remedy that has accrued before the actual termination.
14.1 Force Majeure - Neither Party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, including without limitation acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or labor problems, computer, internet, or telecommunications failures, delays or network intrusions, or denial of service attacks, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
14.2 Publicity – LegalFly reserves the right to list the Customer among its references, unless the Customer expressly requests otherwise. The Customer authorizes LegalFly to use its name in the reference publications published on LegalFly’s commercial brochuressocial media and to put its logo on LegalFly’s website but also during trade shows or any other event having for object the presentation or the promotion of LegalFly’s products and services and any other media contributing to this same object.
14.3 No Waiver – A Party's failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
14.4 Notices – All notices, requests, consents, demands and other communications hereunder shall be in writing, addressed to the receiving Party's address of the recipient set out in the Order Form or otherwise notified by the relevant party in accordance with this Agreement.
14.5 Severability – If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
14.6 Survival – The provisions of this Agreement that are expressly or by implication intended to survive termination will survive any expiration or termination of this Agreement.
14.7 Assignment – Neither Party may assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which will not be unreasonably withheld, provided that the Provider may transfer or assign this Agreement to any successor in interest in the event of a sale or merger, such transfer or assignment to be effective upon written notice to the Customer.
14.8 Applicable Law and Jurisdiction – This Agreement and all Customer’s orders will be subject to Belgian law. Any dispute arising out of or in connection with this Agreement or any Customer’s order will be subject to the exclusive jurisdiction of the courts of Ghent, Belgium.