Terms and conditions
Article 1
Scope
1.1. These Terms and Conditions along with any other terms and policies referenced herein (“Terms and Conditions”) govern the contractual relationship between EisphorIA SRL (hereafter “EisphorIA”), with registered offices at Rue Van Hammée, 1030 Brussels (Belgium), registered under BE 0719.530.558, and you, either individually, or on behalf of your employer or any other entity which you represent. These Terms and Conditions constitute a legally binding agreement as of the Effective Date (as defined below), governing the access to, and the use of the Data Hub (as defined below) or a Product (as defined below).
You represent and warrant that you have the full legal authority to agree to those Terms and Conditions and use the Data Hub or a Product. In addition, in case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms and Conditions; and (ii) after reading and understanding these Terms and Conditions, you agree to these Terms on behalf of your employer or the respective entity (as applicable). In such case, these Terms and Conditions shall bind both (i) you and (ii) your employer or such entity (as the case may be) and, except otherwise stated, any reference to you in these Terms and Conditions refers to (i) you and (ii) your employer or such entity (as the case may be). Please note that you are deemed as an authorized representative of your employer or an entity (as applicable) if you are using your employer or an entity’s email address in registering into the Data Hub or a Product.
1.2. These Terms and Conditions replace and annul all prior agreements, communications, offers, proposals or correspondence, oral or written, exchanged or concluded in relation to the same subject matter, except if specific terms and conditions have been agreed by EisphorIA and your employer or another entity in relation to the Data Hub or a Product and for which, in the latter case, you are identified formally as so-called “End User” (in this latter case, those specific terms and conditions remain fully applicable, excluding hence the application of the present Terms and Conditions). EisphorIA shall not accept provisions in derogation of these Terms and Conditions, unless confirmed by EisphorIA in writing.
1.3. Either by checking a checkbox for the acceptance of these Terms and Conditions or by using the Data Hub or a Product, you (1) agree, without any reservation, with these Terms and Conditions, (2) represent to have read and understood them, (3) commit to fully comply with these Terms and Conditions and (4) recognise their validity, like any document signed by you. In case of non-acceptance of the present Terms and Conditions, no Product published on the Data Hub will be accessible. If you do not agree to comply with, and be bound by, these Terms and Conditions or do not have the authority to bind your employer or any other entity (as applicable), please do not accept these Terms and Conditions.
1.4. EisphorIA reserves the right to update or modify these Terms and Conditions at any time. The most current version of the Terms and Conditions can be found on https://www.eisphoria.com/policies/terms/. The use of the Data Hub or a Product following any such change constitutes your agreement to follow and be bound by the Terms and Conditions as changed. You are encouraged to review regularly these Terms and Conditions.
1.5. EisphorIA and you are hereinafter also individually referred to as a “Party” and collectively as the “Parties”.
Article 2
Definitions
2.1. The following definitions apply for the terms used in these Terms and Conditions:
Confidential Information: The information of a Party, whether in written, oral, electronic or other form, which is explicitly marked as confidential or proprietary, or should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential. This includes, but is not limited to, information and facts concerning business plans, customers, prospects, suppliers, investors, affiliates or others, training methods and materials, financial information, marketing plans, inventions, program devices, ideas, concepts, know-how, techniques, formulas, software (in object and source code form), documentation, prototypes, processes, procedures, codes, and any technical or trade secrets.
Data: The set of data extracted by EisphorIA on selected public authorities databases and accessible by you in any Product.
Data Hub: The website where all Products are published.
Effective Date: The date of acceptance to these Terms and Conditions.
EisphorIA: EisphorIA SRL, including its successors or permitted assignors, with registered office at Rue Van Hammée 41, 1030 Bruxelles (Belgium), registered under BE 0719.530.558.
Force Majeure: An event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing all or part of its obligations. Force majeure shall in any case apply to: war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, floods, internet failure, third party negligence or contractual default, strike or social action and otherwise all circumstances qualified by both Parties as Force Majeure.
Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, including any copyrights related to software, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of confidential information (including know-how) and trade secrets, and any other intellectual property rights anywhere in the world, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Product: A database published in the Data Hub, including inter alia the software, interface, functionalities, documentation, computer programs, platforms, applications, including but not limited to all algorithms, (source or object) code and methodology pertaining thereto, that is deployed by EisphorIA on the related Data.
Subscribed Product: A Product to which you subscribe and to which EisphorIA grants you an authorized access.
Subscription: The arrangement between EisphorIA and you whereby you get a free trial to a Product during the specified term or whereby you pay to have EisphorIA supplying you with a Product, pursuant to these
Terms and Conditions.
Terms and Conditions: These terms and conditions.
Article 3
Account Registration
3.1. To register to the Data Hub for the first time and request access to a Product, you should create an account (the “Account”) by filling the related boxes and by confirming the creation of the Account via the email sent by EisphorIA in that purpose. By creating an Account and registering to the Data Hub, you become, either individually or on behalf of your employer or any entity, an EisphorIA client.
3.2. When creating an Account and creating your user profile (the “User Profile”), you:
Agree to provide us with accurate, complete, and current registration information about yourself; and,
Acknowledge that it is your responsibility to ensure that your password remains confidential and secure; and,
Agree that you are fully responsible for all activities that occur under your User Profile and password; and,
Undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile.
3.3. EisphorIA may assume that any communications it receives under your User Profile have been made by you.
3.4. As the Data Hub and any Product published on it are aimed to be used by practicing lawyers, you understand and agree that EisphorIA may, at its sole discretion, refuse to create your Account or reject your Account, once created, if it has suspicions you are not a practicing lawyer.
3.5. You understand and agree that EisphorIA may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you lose access to your Account or otherwise request information about your Account, EisphorIA reserves the right to request from you, any verification it deems necessary before restoring access to or providing information about such Account.
Article 4
License
4.1. Subject to your acceptance of these Terms and Conditions, EisphorIA grants to you a limited, non-exclusive, non-transferable and non-assignable license to use the Datahub or any Subscribed Product in accordance with these Terms and Conditions.
4.2. In case the license is granted to your employer or another entity that you represent, your employer or the entity you represent is entitled to put the Data Hub or any Subscribed Product at your disposal, it being understood and agreed that in such case, except formally accepted by EisphorIA, you are the sole authorised end user, excluding any use by any other person.
4.3. The license for the Data Hub is granted as from the moment you access the Data Hub, the license for a Subscribed Product shall commence on date of acceptance to these Terms and Conditions when entering into the Subscribed Product and shall remain in effect for the term selected by you.
4.4. You acknowledge that the Data Hub and the Products published on it are constantly being improved by EisphorIA. You will only have access to the latest released version of the Data Hub or any Subscribed Product. Each new version or update of the Data Hub or a Subscribed Product will replace the previous version thereof, and be subject to all rights and obligations as mentioned in these Terms and Conditions. During the updates, the Data Hub or a Subscribed Product may temporarily be unavailable to you.
Article 5
Purchase
5.1. Following the purchase of a Product, EisphorIA issues an order form (the “Order Form”), which is the form by which you agree to subscribe to a Product. The Order Form contains all of the details about your purchase, including the Subscribed Product, the subscription term and the associated fees.
5.2. In consideration for the license granted by EisphorIA on a Subscribed Product, you shall pay the fees specified for this Subscribed Product on the Order Form. All payment obligations are non-cancellable and, except as specifically provided for in these Terms and Conditions, fees paid are not-refundable.
5.3. EisphorIA only accepts payments from the bank account of you. EisphorIA has the right to request additional information if it feels necessary.
5.4. EisphorIA only accepts two methods of payment, being credit card and bank transfer:
If a payment is made by credit card, you authorize EisphorIA to charge the credit card or bank account for all fees payable in relation to the Subscription. You further authorize EisphorIA to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
If the payment is made via a bank transfer, EisphorIA has the right to suspend temporally the access to a Product until the receipt of the payment on its bank account. The Subscription terminates automatically if the payment is not received until the end of the Subscription term.
5.5. All fees payable to EisphorIA shall be paid without the right to set off or counterclaim. Sums stated to be payable do not include any applicable value added tax or other taxes, which shall be additionally charged. You are responsible for payment of all general, state or local import, usage, value added, withholding or other taxes associated with the use of a Product.
5.6. During the Subscription, you may upgrade your Subscription by (i) upgrading to a higher type of Subscription and/or (ii) upgrading to a longer term (collectively, “Subscription Upgrades”). Subscription Upgrades are considered as a new purchase, hence will restart the Subscription term. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of fees, at our then-current rates (unless indicated otherwise in an Order Form), then the Subscription fees already paid by you in relation to the Subscription that is effectively upgraded will be reduced from the new upgraded fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made.
5.7. In order to ensure that you will not experience any interruption, the Subscription includes an automatic renewal by default, according to which, unless you cancel the Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription term, for a renewal term equal in time to the original Subscription term (excluding extended terms) and, unless otherwise notified to you, at the Product’s list price. Accordingly, unless either you or us cancel the Subscription prior to its expiration, EisphorIA will attempt to automatically charge you the applicable fees upon or immediately prior to the expiration of the then applicable Subscription term. If you wish to avoid such auto-renewal, you should cancel the Subscription, prior to its expiration, at any time through the Account settings. Except as expressly set forth in these Terms and Conditions, in case you cancel the Subscription, during a Subscription term, the Subscription will not renew for an additional term, but you will not be refunded or credited for any unused period within the Subscription term.
5.8. By exception to the principle that fees paid are non-refundable, if during the Subscription, EisphorIA enters into a specific agreement with a third party in relation to this Product for which you are identified formally as so-called “End-User” given the equivalence of email address, as a result of termination resulting therefrom, you will be refunded by an amount equivalent to the fees already paid prorated for the remainder of the terminated Subscription term.
5.9. It is your responsibility to keep the contact information, the payment information and the billing information up to date and to promptly notify EisphorIA of any changes in that respect.
Article 6
Free Trial
6.1. EisphorIA may offer a Product on a free, no-obligation trial version for a determined term (the “Free Trial”). EisphorIA reserves the right to modify, cancel and/or limit the Free Trial at any time and without liability or explanation to you.
6.2. If you register for a Free Trial (the “Free Trial Subscription”), EisphorIA will in principle make the Product available on a trial basis, free of charge until the earlier of (a) the end of the Free Trial term (if not terminated earlier for another reason specified in these Terms and Conditions) or (b) the start date of the paid Subscription (the “Paid Subscription”).
6.3. The Free Trial is governed by these Terms and Conditions. If EisphorIA includes additional terms and conditions on the Free Trial registration web page, those will apply as well.
Article 7
Ownership
7.1. You recognize that the Data is owned by the public authorities having authorized EisphorIA only to collect, process and reproduce the Data in connection with the provision of a Product. You acknowledge and agree that the specific ownership rules defined by the concerned public authorities on their respective websites are applicable to the respective Subscribed Product. Those rules are also accessible for each Product via its specific terms and conditions.
7.2. EisphorIA exclusively owns and retains all rights in, title to, interest in, and Intellectual Property Rights in or pertaining to the Data Hub and the Products, all the documentation, related technical know-how and materials pertaining or relating thereto (including any copies and portions thereof), whether in machine readable or printed form that may be put to your disposal by EisphorIA.
7.3. You agree to be bound by and observe the proprietary nature of the Datahub or a Product. Nothing in these Terms and Conditions will be construed as a transfer, in whole or in part, of any Intellectual Property Right, title, right or interest in the Data Hub or any Product from EisphorIA to you. EisphorIA’s logo’s and names are protected trademarks. You are not entitled to use, copy, remove or hide these signs without express written approval of EisphorIA.
Article 8
Confidential Information
8.1. Each Party must treat as confidential and keep secret all Confidential Information relating to the other Party and must not disclose to any third party any Confidential Information learned during the use of the Product.
8.2. The foregoing obligations will not apply, however, to information that (i) is or becomes publicly known without the fault of the receiving Party, (ii) can be shown to have been known by the receiving Party before disclosure by the disclosing Party, (iii) is lawfully obtained from a third party, or (iv) is required to be disclosed under applicable law or regulations or court or administrative order applicable to the Parties.
8.3. Upon termination for whatever reason, Parties shall delete all existing copies (in whatever form or medium) of the Confidential Information of the other Party in its possession or control, unless either Party has requested, upon termination, the other Party to return any copy thereof to the other Party.
Article 9
Privacy and Cookies
9.1. As a part of accessing or using the Datahub or a Product, EisphorIA may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you.
9.2. Please read our Privacy Policy available on https://eisphoria.com/policies/privacy-policy/, and our Cookies policy available on https://eisphoria.com/policies/cookie-policy/ for additional information in that respect.
Article 10
Obligations
10.1. You accept full responsibility for your use of the Data Hub, any Product and its respective Data.
10.2. You shall use the Data Hub and any Product exclusively in accordance with the intended use of, respectively, the Data Hub and the Products. You will not provide access to the Data Hub and any Subscribed Product to any third party (individual or legal persons). You will immediately notify EisphorIA in writing of any event or action that causes or may cause unauthorized access, disclosure or publication of the Data Hub, the Subscribed Product or part thereof.
10.3. It is your responsibility to ensure that your computer equipment is adequately protected against viruses, unauthorized access and any other security breaches. You are also responsible for the accuracy, security and confidentiality of your account, terminals and passwords, and are responsible for all activities that occur under your account. EisphorIA is not responsible for any loss or damage arising from your failure to keep your account secure or from any such security breach. You agree to immediately notify EisphorIA of any unauthorized use of your account or any other breach of security.
10.4. You will not use nor display any means, links, software or routines that might harm the good functioning of the Data Hub or any Product, and agree to never use the Data Hub or any Product for illegal purposes or conduct that is otherwise objectionable or harmful of any kind, that may violate any applicable laws or regulations, including any applicable export restrictions, or that constitutes a violation of any rights of a third party, including but not limited to patent, trademark, trade secret and copyright rights.
10.5. You shall not: (i) make back-up copies of the Data Hub or any Product; (ii) arrange or create derivative works based on the Data Hub or any Product; (iii) assign, distribute, sub-license, hire, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Data Hub or any Product, or make the Data Hub or any Product available to any third party, nor allow or permit a third party to do any of the same; (iv) copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce the Data Hub, any Product or any part of it; (v) remove or alter any copyright or other proprietary notice on the Data Hub or any Product. You will refrain from any action that infringes EisphorIA’s Intellectual Property Rights, including, without limitation, from reproducing, making available, decompiling, modifying, scraping full or part of the Data Hub or any Product.
10.6. Notwithstanding Article 8, you acknowledge that the manner in which a Product compiles, organizes and arranges the Data constitutes a trade secret of EisphorIA. You hereby undertake to keep all information and/or data that you receive from EisphorIA in respect of a Product strictly secret, and under no circumstances and in no way to divulge it and/or to make it known to third parties without express written permission from EisphorIA.
10.7. You acknowledge that the Data is extracted by EisphorIA on selected public databases and that the use of the Data can be subject by those public databases to specific limitations or to specific conditions other than those specified in these Terms and Conditions (which are accessible for each Product via its specific terms and conditions). By agreeing to the Terms and Conditions, you also agree to satisfy to those specific limitations and conditions, where applicable.
10.8. It is your responsibility to keep the information in your EisphorIA account up to date and to promptly notify EisphorIA of any changes to its billing, mailing and/or registration information.
10.9. You acknowledge and agree that each violation of the obligations defined in this Article may give rise to civil and criminal prosecution.
Article 11
Limitations of Liability
Data Hub
11.1. EisphorIA shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting from your use of the Data Hub. EisphorIA shall not be liable for any special, direct, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to, resulting from, or arising in connection with the use of or inability to use the Data Hub, the interactive areas, the content or any communications. To the extent the foregoing limitation of liability is prohibited or fails its essential purpose, EisphorIA sole obligation to you for damages shall be limited to € 100,00 and this limitation of liability is cumulative and not per incident..
Product
11.2. EisphorIA provides any Product “as is”, without any warranties regarding the accuracy, completeness, or fitness for a particular purpose. In particular, you accept that EisphorIA does not provide legal advice and that the information provided in any Product should always be interpreted and / or applied by professionals in the fields. EisphorIA cannot be held liable for the consequences of any decision based on the access, use, misuse or interpretation of a Subscribed Product and the information contained therein and EisphorIA makes no representations or warranties that your use of a Subscribed Product is appropriate in your jurisdiction. You must keep a critical and professional mind with regard to a Product content.
11.3. EisphorIA does not warrant, and expressly disclaim any warranty or representation that a Product, including the access thereto and use thereof, will be uninterrupted, timely, secured, error free and that your archives won’t be lost. EisphorIA disclaims any and all liability or responsibility for any delays, failures, interception, alteration, loss or other damages that you may suffer that are beyond its control.
11.4. EisphorIA is not liable for damages arising from non-compliance by you to these Terms and Conditions. Moreover, it is not liable for any damage that has been caused directly or indirectly by you or a third party by your or its fault, negligence, incorrect or unauthorized use of a Product. It cannot be held liable when a defect, malfunction or unavailability of a Product is attributable to (i) a software or hardware defect that was not issued by EisphorIA, or (ii) if you fail to report immediately any defect together with documentation and information relating to the occurrence of the defect.
11.5. EisphorIA ensures that any Susbscribed Product is developed in a professional manner and is consistent with generally accepted industry standards. However, EisphorIA does not warrant that a Subscribed Product is entirely free of bugs and/or errors. You will immediately notify EisphorIA of any bug or other deficiencies regarding the access to or use of a Product and keep it confidential with respect to any third party. EisphorIA will exert all reasonable efforts to solve the problem in its services within a commercially reasonable delay but guarantees no remedies in this respect.
11.6. EisphorIA shall use its best efforts to provide un-interrupted availability of any Subscribed Product, except for maintenance, which may cause a Subscribed Product or part of it, not to be available during the performance of the maintenance. You will as soon as possible be notified if the period of planned maintenance is known. EisphorIA also has the right to conduct unplanned maintenance if necessary (e.g. for security reasons). You will be as soon as practically possible, informed of such an event. Temporary downtime of a Product for technical or maintenance reasons will not be considered a breach of EisphorIA’s obligations.
11.7. EisphorIA represents that it has the authorization to extract information from the different public databases from which the Data is conveyed. In that respect, EisphorIA cannot be held responsible for a lack of completeness of the Data, resulting in particular, but not exclusively, from a late update of the Data or a lack of information produced on the public databases or the interruption of the authorization to reproduce information. Moreover, insofar as a Product reproduces information conveyed by public databases - and this, in most cases, with the obligation to not to alter the content -, EisphorIA cannot be held responsible (i) for errors in the content of the information included in the Product or (ii) for the correct anonymisation or pseudonymisation of the documentation.
11.8. It is acknowledged and agreed that the authorities owning the Data or managing the databases from which it is extracted do not assume any liability towards you with respect to the concerned Product and the Data contained therein.
11.9. AProduct may contain hypertext links to third party websites (other than websites of public databases from which the Data is extracted). EisphorIA has no control over these third party websites. The presence of these hypertext links in a Product does not imply an approval or a guarantee of quality from EisphorIA. EisphorIA cannot be held liable for the content of these websites and for damages suffered by you in that respect. EisphorIA therefore declines any liability, in particular as regards the material, the data contained on those websites and the processing of personal data proceeded on those websites.
11.10. Except in case of fraud or intentional fault, notwithstanding anything in these Terms and Conditions and to the fullest permitted by law, EisphorIA is only liable for direct, foreseeable and proven damages. EisphorIA will not be liable for any indirect or consequential damages, including but not limited to loss of profits, loss of data, loss of business or anticipated revenues, or reputational damage resulting from the access and use of a Product. For direct damages, if repair in species is not possible, EisphorIA’s liability shall not exceed an amount equal to one (1) time the last fees perceived for the concerned Product. This limitation of liability is cumulative and not per incident. You shall take all necessary measures that can reasonably be expected to limit your damage.
Article 12
Term and Termination
12.1. These Terms and Conditions shall enter into force on the Effective Date. The Terms and Conditions shall continue in effect during the entire access and use of the Data Hub or a Product.
12.2. EisphorIA may temporarily suspend access to the Data Hub or a Product in case you access or use the Data Hub or a Product in violation of these Terms and Conditions and/or in case you default on its obligations. EisphorIA will notify you of such suspension and its reasons by email. Suspension of access will not suspend or otherwise affect your obligations under the Terms and Conditions. In case you do not remedy the reasons for the suspension within three (3) business days of such notice, EisphorIA may immediately terminate the access, without any formalities being required and compensation being due and without prejudice to any other right or remedy available to EisphorIA pursuant to these Terms and Conditions or under applicable law. All fees for the full then current term shall be due and payable by you to EisphorIA.
12.3. Notwithstanding Article 12.2 above, EisphorIA has the right to immediately terminate the access to the Data Hub or a Product if (i) you proceed to an action that infringes your obligations stated under Articles 10.2, 10.4, 10.5 and 10.6 or (ii) you proceed to an action being constitutive of fraud.
12.4. You may terminate a Subscription of a Subscribed Product at any time, whereby such termination shall not derogate from your obligation to pay outstanding applicable fees. The effective date of such termination will take effect at the end of the then-current Subscription term, and you shall not be entitled to a refund for any pre-paid fees.
12.5. Upon termination, a Subscription and all rights granted to you hereunder in relation to the Subscribed Product shall terminate. As upon termination, access to the archives is also forfeited, it is your sole liability to export your archive in the concerned Product prior to such termination, and therefore EisphorIA shall not have any liability in connection thereto. Unless expressly indicated herein otherwise, the termination shall not relieve you from your obligation to pay due fees.
12.6. If during a Subscription, EisphorIA enters into a specific agreement with a third party in relation to the same Product and for which you are identified formally as so-called “End-User” (given the equivalence of email address), such event will automatically entails the termination of your Subscription associated with the concerned Product. By derogation of Articles 12.4 and 12.5, in such case, (i) you are entitled for a refund by an amount equivalent to the fees already paid prorated for the remainder of the terminated Subscription term and (ii) all your archives will be automatically maintained.
12.7. In case of the access an use of both the Data Hub and Products are terminated, implying hence a formal deregistration from the Data Hub (“Full Termination”), Articles 7 (Ownership), 8 (Confidential Information), 9 (Privacy), 10 (Obligations), 11 (Confidentiality), 10 (Limitations of Liability) and 13 (General Provisions), shall survive such Full Termination, and continue to be in force and effect in accordance with their applicable terms.
Article 13
Miscellaneous
13.1. Neither Party will be liable for any delay in performing, or failure to perform, any of its obligations due to Force majeure. If a Party refers to Force Majeure, it must immediately (at least within three (3) business days) inform the other Party of the nature of the Force Majeure, stating the date when the Force Majeure comes or has come into effect, and also when it will have ceased to exist. In this case, the Party must use its best efforts to keep the consequences to a minimum.
13.2. In the event that any provision of these Terms and Conditions is determined by a competent court or authority to be invalid, illegal or unenforceable, in whole or in part, such provision or part of it shall be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by law. In such case, the Parties shall use their best efforts to negotiate in good faith a valid replacement provision that is as close as possible to the original intention of the Parties and produces the same or as similar as possible effect.
13.3. No failure or delay by a Party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4. All rights, obligations, agreements, orders and offers contained in the Terms and Conditions are governed by Belgian law.
13.5. Any dispute that cannot be reconciled by discussion between the Parties shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.
Scope
1.1. These Terms and Conditions along with any other terms and policies referenced herein (“Terms and Conditions”) govern the contractual relationship between EisphorIA SRL (hereafter “EisphorIA”), with registered offices at Rue Van Hammée, 1030 Brussels (Belgium), registered under BE 0719.530.558, and you, either individually, or on behalf of your employer or any other entity which you represent. These Terms and Conditions constitute a legally binding agreement as of the Effective Date (as defined below), governing the access to, and the use of the Data Hub (as defined below) or a Product (as defined below).
You represent and warrant that you have the full legal authority to agree to those Terms and Conditions and use the Data Hub or a Product. In addition, in case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms and Conditions; and (ii) after reading and understanding these Terms and Conditions, you agree to these Terms on behalf of your employer or the respective entity (as applicable). In such case, these Terms and Conditions shall bind both (i) you and (ii) your employer or such entity (as the case may be) and, except otherwise stated, any reference to you in these Terms and Conditions refers to (i) you and (ii) your employer or such entity (as the case may be). Please note that you are deemed as an authorized representative of your employer or an entity (as applicable) if you are using your employer or an entity’s email address in registering into the Data Hub or a Product.
1.2. These Terms and Conditions replace and annul all prior agreements, communications, offers, proposals or correspondence, oral or written, exchanged or concluded in relation to the same subject matter, except if specific terms and conditions have been agreed by EisphorIA and your employer or another entity in relation to the Data Hub or a Product and for which, in the latter case, you are identified formally as so-called “End User” (in this latter case, those specific terms and conditions remain fully applicable, excluding hence the application of the present Terms and Conditions). EisphorIA shall not accept provisions in derogation of these Terms and Conditions, unless confirmed by EisphorIA in writing.
1.3. Either by checking a checkbox for the acceptance of these Terms and Conditions or by using the Data Hub or a Product, you (1) agree, without any reservation, with these Terms and Conditions, (2) represent to have read and understood them, (3) commit to fully comply with these Terms and Conditions and (4) recognise their validity, like any document signed by you. In case of non-acceptance of the present Terms and Conditions, no Product published on the Data Hub will be accessible. If you do not agree to comply with, and be bound by, these Terms and Conditions or do not have the authority to bind your employer or any other entity (as applicable), please do not accept these Terms and Conditions.
1.4. EisphorIA reserves the right to update or modify these Terms and Conditions at any time. The most current version of the Terms and Conditions can be found on https://www.eisphoria.com/policies/terms/. The use of the Data Hub or a Product following any such change constitutes your agreement to follow and be bound by the Terms and Conditions as changed. You are encouraged to review regularly these Terms and Conditions.
1.5. EisphorIA and you are hereinafter also individually referred to as a “Party” and collectively as the “Parties”.
Article 2
Definitions
2.1. The following definitions apply for the terms used in these Terms and Conditions:
Confidential Information: The information of a Party, whether in written, oral, electronic or other form, which is explicitly marked as confidential or proprietary, or should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential. This includes, but is not limited to, information and facts concerning business plans, customers, prospects, suppliers, investors, affiliates or others, training methods and materials, financial information, marketing plans, inventions, program devices, ideas, concepts, know-how, techniques, formulas, software (in object and source code form), documentation, prototypes, processes, procedures, codes, and any technical or trade secrets.
Data: The set of data extracted by EisphorIA on selected public authorities databases and accessible by you in any Product.
Data Hub: The website where all Products are published.
Effective Date: The date of acceptance to these Terms and Conditions.
EisphorIA: EisphorIA SRL, including its successors or permitted assignors, with registered office at Rue Van Hammée 41, 1030 Bruxelles (Belgium), registered under BE 0719.530.558.
Force Majeure: An event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing all or part of its obligations. Force majeure shall in any case apply to: war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, floods, internet failure, third party negligence or contractual default, strike or social action and otherwise all circumstances qualified by both Parties as Force Majeure.
Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, including any copyrights related to software, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of confidential information (including know-how) and trade secrets, and any other intellectual property rights anywhere in the world, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Product: A database published in the Data Hub, including inter alia the software, interface, functionalities, documentation, computer programs, platforms, applications, including but not limited to all algorithms, (source or object) code and methodology pertaining thereto, that is deployed by EisphorIA on the related Data.
Subscribed Product: A Product to which you subscribe and to which EisphorIA grants you an authorized access.
Subscription: The arrangement between EisphorIA and you whereby you get a free trial to a Product during the specified term or whereby you pay to have EisphorIA supplying you with a Product, pursuant to these
Terms and Conditions.
Terms and Conditions: These terms and conditions.
Article 3
Account Registration
3.1. To register to the Data Hub for the first time and request access to a Product, you should create an account (the “Account”) by filling the related boxes and by confirming the creation of the Account via the email sent by EisphorIA in that purpose. By creating an Account and registering to the Data Hub, you become, either individually or on behalf of your employer or any entity, an EisphorIA client.
3.2. When creating an Account and creating your user profile (the “User Profile”), you:
Agree to provide us with accurate, complete, and current registration information about yourself; and,
Acknowledge that it is your responsibility to ensure that your password remains confidential and secure; and,
Agree that you are fully responsible for all activities that occur under your User Profile and password; and,
Undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile.
3.3. EisphorIA may assume that any communications it receives under your User Profile have been made by you.
3.4. As the Data Hub and any Product published on it are aimed to be used by practicing lawyers, you understand and agree that EisphorIA may, at its sole discretion, refuse to create your Account or reject your Account, once created, if it has suspicions you are not a practicing lawyer.
3.5. You understand and agree that EisphorIA may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you lose access to your Account or otherwise request information about your Account, EisphorIA reserves the right to request from you, any verification it deems necessary before restoring access to or providing information about such Account.
Article 4
License
4.1. Subject to your acceptance of these Terms and Conditions, EisphorIA grants to you a limited, non-exclusive, non-transferable and non-assignable license to use the Datahub or any Subscribed Product in accordance with these Terms and Conditions.
4.2. In case the license is granted to your employer or another entity that you represent, your employer or the entity you represent is entitled to put the Data Hub or any Subscribed Product at your disposal, it being understood and agreed that in such case, except formally accepted by EisphorIA, you are the sole authorised end user, excluding any use by any other person.
4.3. The license for the Data Hub is granted as from the moment you access the Data Hub, the license for a Subscribed Product shall commence on date of acceptance to these Terms and Conditions when entering into the Subscribed Product and shall remain in effect for the term selected by you.
4.4. You acknowledge that the Data Hub and the Products published on it are constantly being improved by EisphorIA. You will only have access to the latest released version of the Data Hub or any Subscribed Product. Each new version or update of the Data Hub or a Subscribed Product will replace the previous version thereof, and be subject to all rights and obligations as mentioned in these Terms and Conditions. During the updates, the Data Hub or a Subscribed Product may temporarily be unavailable to you.
Article 5
Purchase
5.1. Following the purchase of a Product, EisphorIA issues an order form (the “Order Form”), which is the form by which you agree to subscribe to a Product. The Order Form contains all of the details about your purchase, including the Subscribed Product, the subscription term and the associated fees.
5.2. In consideration for the license granted by EisphorIA on a Subscribed Product, you shall pay the fees specified for this Subscribed Product on the Order Form. All payment obligations are non-cancellable and, except as specifically provided for in these Terms and Conditions, fees paid are not-refundable.
5.3. EisphorIA only accepts payments from the bank account of you. EisphorIA has the right to request additional information if it feels necessary.
5.4. EisphorIA only accepts two methods of payment, being credit card and bank transfer:
If a payment is made by credit card, you authorize EisphorIA to charge the credit card or bank account for all fees payable in relation to the Subscription. You further authorize EisphorIA to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
If the payment is made via a bank transfer, EisphorIA has the right to suspend temporally the access to a Product until the receipt of the payment on its bank account. The Subscription terminates automatically if the payment is not received until the end of the Subscription term.
5.5. All fees payable to EisphorIA shall be paid without the right to set off or counterclaim. Sums stated to be payable do not include any applicable value added tax or other taxes, which shall be additionally charged. You are responsible for payment of all general, state or local import, usage, value added, withholding or other taxes associated with the use of a Product.
5.6. During the Subscription, you may upgrade your Subscription by (i) upgrading to a higher type of Subscription and/or (ii) upgrading to a longer term (collectively, “Subscription Upgrades”). Subscription Upgrades are considered as a new purchase, hence will restart the Subscription term. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of fees, at our then-current rates (unless indicated otherwise in an Order Form), then the Subscription fees already paid by you in relation to the Subscription that is effectively upgraded will be reduced from the new upgraded fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made.
5.7. In order to ensure that you will not experience any interruption, the Subscription includes an automatic renewal by default, according to which, unless you cancel the Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription term, for a renewal term equal in time to the original Subscription term (excluding extended terms) and, unless otherwise notified to you, at the Product’s list price. Accordingly, unless either you or us cancel the Subscription prior to its expiration, EisphorIA will attempt to automatically charge you the applicable fees upon or immediately prior to the expiration of the then applicable Subscription term. If you wish to avoid such auto-renewal, you should cancel the Subscription, prior to its expiration, at any time through the Account settings. Except as expressly set forth in these Terms and Conditions, in case you cancel the Subscription, during a Subscription term, the Subscription will not renew for an additional term, but you will not be refunded or credited for any unused period within the Subscription term.
5.8. By exception to the principle that fees paid are non-refundable, if during the Subscription, EisphorIA enters into a specific agreement with a third party in relation to this Product for which you are identified formally as so-called “End-User” given the equivalence of email address, as a result of termination resulting therefrom, you will be refunded by an amount equivalent to the fees already paid prorated for the remainder of the terminated Subscription term.
5.9. It is your responsibility to keep the contact information, the payment information and the billing information up to date and to promptly notify EisphorIA of any changes in that respect.
Article 6
Free Trial
6.1. EisphorIA may offer a Product on a free, no-obligation trial version for a determined term (the “Free Trial”). EisphorIA reserves the right to modify, cancel and/or limit the Free Trial at any time and without liability or explanation to you.
6.2. If you register for a Free Trial (the “Free Trial Subscription”), EisphorIA will in principle make the Product available on a trial basis, free of charge until the earlier of (a) the end of the Free Trial term (if not terminated earlier for another reason specified in these Terms and Conditions) or (b) the start date of the paid Subscription (the “Paid Subscription”).
6.3. The Free Trial is governed by these Terms and Conditions. If EisphorIA includes additional terms and conditions on the Free Trial registration web page, those will apply as well.
Article 7
Ownership
7.1. You recognize that the Data is owned by the public authorities having authorized EisphorIA only to collect, process and reproduce the Data in connection with the provision of a Product. You acknowledge and agree that the specific ownership rules defined by the concerned public authorities on their respective websites are applicable to the respective Subscribed Product. Those rules are also accessible for each Product via its specific terms and conditions.
7.2. EisphorIA exclusively owns and retains all rights in, title to, interest in, and Intellectual Property Rights in or pertaining to the Data Hub and the Products, all the documentation, related technical know-how and materials pertaining or relating thereto (including any copies and portions thereof), whether in machine readable or printed form that may be put to your disposal by EisphorIA.
7.3. You agree to be bound by and observe the proprietary nature of the Datahub or a Product. Nothing in these Terms and Conditions will be construed as a transfer, in whole or in part, of any Intellectual Property Right, title, right or interest in the Data Hub or any Product from EisphorIA to you. EisphorIA’s logo’s and names are protected trademarks. You are not entitled to use, copy, remove or hide these signs without express written approval of EisphorIA.
Article 8
Confidential Information
8.1. Each Party must treat as confidential and keep secret all Confidential Information relating to the other Party and must not disclose to any third party any Confidential Information learned during the use of the Product.
8.2. The foregoing obligations will not apply, however, to information that (i) is or becomes publicly known without the fault of the receiving Party, (ii) can be shown to have been known by the receiving Party before disclosure by the disclosing Party, (iii) is lawfully obtained from a third party, or (iv) is required to be disclosed under applicable law or regulations or court or administrative order applicable to the Parties.
8.3. Upon termination for whatever reason, Parties shall delete all existing copies (in whatever form or medium) of the Confidential Information of the other Party in its possession or control, unless either Party has requested, upon termination, the other Party to return any copy thereof to the other Party.
Article 9
Privacy and Cookies
9.1. As a part of accessing or using the Datahub or a Product, EisphorIA may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you.
9.2. Please read our Privacy Policy available on https://eisphoria.com/policies/privacy-policy/, and our Cookies policy available on https://eisphoria.com/policies/cookie-policy/ for additional information in that respect.
Article 10
Obligations
10.1. You accept full responsibility for your use of the Data Hub, any Product and its respective Data.
10.2. You shall use the Data Hub and any Product exclusively in accordance with the intended use of, respectively, the Data Hub and the Products. You will not provide access to the Data Hub and any Subscribed Product to any third party (individual or legal persons). You will immediately notify EisphorIA in writing of any event or action that causes or may cause unauthorized access, disclosure or publication of the Data Hub, the Subscribed Product or part thereof.
10.3. It is your responsibility to ensure that your computer equipment is adequately protected against viruses, unauthorized access and any other security breaches. You are also responsible for the accuracy, security and confidentiality of your account, terminals and passwords, and are responsible for all activities that occur under your account. EisphorIA is not responsible for any loss or damage arising from your failure to keep your account secure or from any such security breach. You agree to immediately notify EisphorIA of any unauthorized use of your account or any other breach of security.
10.4. You will not use nor display any means, links, software or routines that might harm the good functioning of the Data Hub or any Product, and agree to never use the Data Hub or any Product for illegal purposes or conduct that is otherwise objectionable or harmful of any kind, that may violate any applicable laws or regulations, including any applicable export restrictions, or that constitutes a violation of any rights of a third party, including but not limited to patent, trademark, trade secret and copyright rights.
10.5. You shall not: (i) make back-up copies of the Data Hub or any Product; (ii) arrange or create derivative works based on the Data Hub or any Product; (iii) assign, distribute, sub-license, hire, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Data Hub or any Product, or make the Data Hub or any Product available to any third party, nor allow or permit a third party to do any of the same; (iv) copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce the Data Hub, any Product or any part of it; (v) remove or alter any copyright or other proprietary notice on the Data Hub or any Product. You will refrain from any action that infringes EisphorIA’s Intellectual Property Rights, including, without limitation, from reproducing, making available, decompiling, modifying, scraping full or part of the Data Hub or any Product.
10.6. Notwithstanding Article 8, you acknowledge that the manner in which a Product compiles, organizes and arranges the Data constitutes a trade secret of EisphorIA. You hereby undertake to keep all information and/or data that you receive from EisphorIA in respect of a Product strictly secret, and under no circumstances and in no way to divulge it and/or to make it known to third parties without express written permission from EisphorIA.
10.7. You acknowledge that the Data is extracted by EisphorIA on selected public databases and that the use of the Data can be subject by those public databases to specific limitations or to specific conditions other than those specified in these Terms and Conditions (which are accessible for each Product via its specific terms and conditions). By agreeing to the Terms and Conditions, you also agree to satisfy to those specific limitations and conditions, where applicable.
10.8. It is your responsibility to keep the information in your EisphorIA account up to date and to promptly notify EisphorIA of any changes to its billing, mailing and/or registration information.
10.9. You acknowledge and agree that each violation of the obligations defined in this Article may give rise to civil and criminal prosecution.
Article 11
Limitations of Liability
Data Hub
11.1. EisphorIA shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting from your use of the Data Hub. EisphorIA shall not be liable for any special, direct, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) in any way due to, resulting from, or arising in connection with the use of or inability to use the Data Hub, the interactive areas, the content or any communications. To the extent the foregoing limitation of liability is prohibited or fails its essential purpose, EisphorIA sole obligation to you for damages shall be limited to € 100,00 and this limitation of liability is cumulative and not per incident..
Product
11.2. EisphorIA provides any Product “as is”, without any warranties regarding the accuracy, completeness, or fitness for a particular purpose. In particular, you accept that EisphorIA does not provide legal advice and that the information provided in any Product should always be interpreted and / or applied by professionals in the fields. EisphorIA cannot be held liable for the consequences of any decision based on the access, use, misuse or interpretation of a Subscribed Product and the information contained therein and EisphorIA makes no representations or warranties that your use of a Subscribed Product is appropriate in your jurisdiction. You must keep a critical and professional mind with regard to a Product content.
11.3. EisphorIA does not warrant, and expressly disclaim any warranty or representation that a Product, including the access thereto and use thereof, will be uninterrupted, timely, secured, error free and that your archives won’t be lost. EisphorIA disclaims any and all liability or responsibility for any delays, failures, interception, alteration, loss or other damages that you may suffer that are beyond its control.
11.4. EisphorIA is not liable for damages arising from non-compliance by you to these Terms and Conditions. Moreover, it is not liable for any damage that has been caused directly or indirectly by you or a third party by your or its fault, negligence, incorrect or unauthorized use of a Product. It cannot be held liable when a defect, malfunction or unavailability of a Product is attributable to (i) a software or hardware defect that was not issued by EisphorIA, or (ii) if you fail to report immediately any defect together with documentation and information relating to the occurrence of the defect.
11.5. EisphorIA ensures that any Susbscribed Product is developed in a professional manner and is consistent with generally accepted industry standards. However, EisphorIA does not warrant that a Subscribed Product is entirely free of bugs and/or errors. You will immediately notify EisphorIA of any bug or other deficiencies regarding the access to or use of a Product and keep it confidential with respect to any third party. EisphorIA will exert all reasonable efforts to solve the problem in its services within a commercially reasonable delay but guarantees no remedies in this respect.
11.6. EisphorIA shall use its best efforts to provide un-interrupted availability of any Subscribed Product, except for maintenance, which may cause a Subscribed Product or part of it, not to be available during the performance of the maintenance. You will as soon as possible be notified if the period of planned maintenance is known. EisphorIA also has the right to conduct unplanned maintenance if necessary (e.g. for security reasons). You will be as soon as practically possible, informed of such an event. Temporary downtime of a Product for technical or maintenance reasons will not be considered a breach of EisphorIA’s obligations.
11.7. EisphorIA represents that it has the authorization to extract information from the different public databases from which the Data is conveyed. In that respect, EisphorIA cannot be held responsible for a lack of completeness of the Data, resulting in particular, but not exclusively, from a late update of the Data or a lack of information produced on the public databases or the interruption of the authorization to reproduce information. Moreover, insofar as a Product reproduces information conveyed by public databases - and this, in most cases, with the obligation to not to alter the content -, EisphorIA cannot be held responsible (i) for errors in the content of the information included in the Product or (ii) for the correct anonymisation or pseudonymisation of the documentation.
11.8. It is acknowledged and agreed that the authorities owning the Data or managing the databases from which it is extracted do not assume any liability towards you with respect to the concerned Product and the Data contained therein.
11.9. AProduct may contain hypertext links to third party websites (other than websites of public databases from which the Data is extracted). EisphorIA has no control over these third party websites. The presence of these hypertext links in a Product does not imply an approval or a guarantee of quality from EisphorIA. EisphorIA cannot be held liable for the content of these websites and for damages suffered by you in that respect. EisphorIA therefore declines any liability, in particular as regards the material, the data contained on those websites and the processing of personal data proceeded on those websites.
11.10. Except in case of fraud or intentional fault, notwithstanding anything in these Terms and Conditions and to the fullest permitted by law, EisphorIA is only liable for direct, foreseeable and proven damages. EisphorIA will not be liable for any indirect or consequential damages, including but not limited to loss of profits, loss of data, loss of business or anticipated revenues, or reputational damage resulting from the access and use of a Product. For direct damages, if repair in species is not possible, EisphorIA’s liability shall not exceed an amount equal to one (1) time the last fees perceived for the concerned Product. This limitation of liability is cumulative and not per incident. You shall take all necessary measures that can reasonably be expected to limit your damage.
Article 12
Term and Termination
12.1. These Terms and Conditions shall enter into force on the Effective Date. The Terms and Conditions shall continue in effect during the entire access and use of the Data Hub or a Product.
12.2. EisphorIA may temporarily suspend access to the Data Hub or a Product in case you access or use the Data Hub or a Product in violation of these Terms and Conditions and/or in case you default on its obligations. EisphorIA will notify you of such suspension and its reasons by email. Suspension of access will not suspend or otherwise affect your obligations under the Terms and Conditions. In case you do not remedy the reasons for the suspension within three (3) business days of such notice, EisphorIA may immediately terminate the access, without any formalities being required and compensation being due and without prejudice to any other right or remedy available to EisphorIA pursuant to these Terms and Conditions or under applicable law. All fees for the full then current term shall be due and payable by you to EisphorIA.
12.3. Notwithstanding Article 12.2 above, EisphorIA has the right to immediately terminate the access to the Data Hub or a Product if (i) you proceed to an action that infringes your obligations stated under Articles 10.2, 10.4, 10.5 and 10.6 or (ii) you proceed to an action being constitutive of fraud.
12.4. You may terminate a Subscription of a Subscribed Product at any time, whereby such termination shall not derogate from your obligation to pay outstanding applicable fees. The effective date of such termination will take effect at the end of the then-current Subscription term, and you shall not be entitled to a refund for any pre-paid fees.
12.5. Upon termination, a Subscription and all rights granted to you hereunder in relation to the Subscribed Product shall terminate. As upon termination, access to the archives is also forfeited, it is your sole liability to export your archive in the concerned Product prior to such termination, and therefore EisphorIA shall not have any liability in connection thereto. Unless expressly indicated herein otherwise, the termination shall not relieve you from your obligation to pay due fees.
12.6. If during a Subscription, EisphorIA enters into a specific agreement with a third party in relation to the same Product and for which you are identified formally as so-called “End-User” (given the equivalence of email address), such event will automatically entails the termination of your Subscription associated with the concerned Product. By derogation of Articles 12.4 and 12.5, in such case, (i) you are entitled for a refund by an amount equivalent to the fees already paid prorated for the remainder of the terminated Subscription term and (ii) all your archives will be automatically maintained.
12.7. In case of the access an use of both the Data Hub and Products are terminated, implying hence a formal deregistration from the Data Hub (“Full Termination”), Articles 7 (Ownership), 8 (Confidential Information), 9 (Privacy), 10 (Obligations), 11 (Confidentiality), 10 (Limitations of Liability) and 13 (General Provisions), shall survive such Full Termination, and continue to be in force and effect in accordance with their applicable terms.
Article 13
Miscellaneous
13.1. Neither Party will be liable for any delay in performing, or failure to perform, any of its obligations due to Force majeure. If a Party refers to Force Majeure, it must immediately (at least within three (3) business days) inform the other Party of the nature of the Force Majeure, stating the date when the Force Majeure comes or has come into effect, and also when it will have ceased to exist. In this case, the Party must use its best efforts to keep the consequences to a minimum.
13.2. In the event that any provision of these Terms and Conditions is determined by a competent court or authority to be invalid, illegal or unenforceable, in whole or in part, such provision or part of it shall be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by law. In such case, the Parties shall use their best efforts to negotiate in good faith a valid replacement provision that is as close as possible to the original intention of the Parties and produces the same or as similar as possible effect.
13.3. No failure or delay by a Party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.4. All rights, obligations, agreements, orders and offers contained in the Terms and Conditions are governed by Belgian law.
13.5. Any dispute that cannot be reconciled by discussion between the Parties shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.