Terms and Conditions of Use of Pharius

1. General

1.1. These terms and conditions of use apply to the use of any product of Lexerta by a legal entity or natural person, hereinafter referred to as “the Client”, who undertakes to pay a price for this in cash.

1.2. Barring express agreement to the contrary in these terms and conditions of use, Articles 1, 2, 4, 7, 8, 9, 10, 13, 14 and 15 of the general terms and conditions are by analogy applicable to these terms and conditions of use.

2. Definitions

General terms and conditions denotes the general terms and conditions of Lexerta Netherlands and/or Lexerta Belgium;

Available/Availability means during office hours;

Documentation refers to the description provided (online) of product’s functionality;

Fault means a demonstrable and reproducible fault, defect or shortcoming in products that leads to product’s functionality diverging substantially from the description thereof in the documentation and/or the agreement;

User means the natural person, that is to say one of the Client’s employees or an auxiliary member of staff whose services are enlisted by the Client, who uses any product of Lexerta;

Terms and conditions of use refers to these terms and conditions that apply to the use of any product of Lexerta;

Hosting environment means the supplier’s servers on which the product is installed and which can be accessed on the Internet or by means of another network;

Incident means a disruption leading to products becoming inaccessible, where this is not the result of a fault;

Login credentials means the authentication details referred to in Article 5 of these terms and conditions of use on the basis of which access can be granted to the product;

Office hours means Monday to Friday, from 8.00 a.m. to 5.00 p.m., except for public holidays and national holidays;

Lexerta means the private limited liability company Lexerta Netherlands B.V. and/or Lexerta Belgium B.V.;

Client means any natural person in pursuance of a profession or any company or legal entity that has entered into an agreement with Lexerta or with a partner of one of the latter, or at least is intending to do so;

Agreement means the written assignment agreement or contract for services between the Client and Lexerta or a partner, which lays down the specific conditions and circumstances under which Lexerta or the partner in question will deliver the product to the Client or arrange for such a delivery;

Partner means the natural person in pursuance of a profession or company or legal entity that is entitled, on the basis of a cooperation agreement with Lexerta, to offer products of Lexerta to the Client on his/its own behalf or is authorised to enter into an agreement with the Client on his/its own behalf;

Product(s) means all online applications and all its (specific) sub-products made available to the Client and/or users on the Internet;

Written means in writing, by e-mail, by means of the Lexerta website(s) or by way of another electronic means agreed upon between the Client and Lexerta or a partner enabling messages to be stored and made readable within a reasonable period.

3. Delivery products

3.1 Lexerta will deliver the product to the Client in the manner stated in the agreement, a delivery that in any case includes:

• Product’s and the Client’s data being placed and maintained at the Client’s disposal within the hosting environment (or arrangement for this to be done);
• The appropriate technical and organisational measures being taken in respect of the hosting environment in order to protect the product and the Client’s data against loss or damage and any form of unlawful access or use (or arrangement for this to be done);
• Provision of support to the Client or user during office hours, as described in greater detail in Article 6 of these terms and conditions of use;
• Insofar as has been agreed in the agreement, the making of a back-up of the Client’s data that are processed by means of the product.

4. Use of Products

4.1. Lexerta grants the Client the non-exclusive and non-transferable right to use the product for the term agreed in the agreement.

4.2. The Client is solely entitled to use the product for the purposes of data processing or for the purposes of its own organisation. Unless agreed otherwise in the agreement, the Client shall not be entitled to grant the use of the product to a third party or to enable a third party to use the product.

4.3. Lexerta is entitled to take technical measures to protect the agreed use of the product.

4.4. Lexerta is entitled to alter the nature, scope and functions of the product, this being understood as including the updating or upgrading thereof, or to have these altered, at its own discretion. Lexerta is not obliged to maintain certain functions and/or distinguishing features of the product at the Client’s request.

4.5. Lexerta may temporarily take the product wholly or partially out of service for maintenance purposes or for security reasons. Lexerta shall strive to see to it that when the product is taken out of service, this is done as much as possible outside office hours or, if and when this is not possible, after the Client has been given notice insofar as is possible.

4.6. In the event of use other than that agreed or in the case of loads on the hosting environment that exceed normal use, the Client shall be obliged, at Lexerta’s request, to cease the aforementioned use or load immediately and to see to it that it remains suspended. Lexerta is entitled to suspend its obligation to supply the product without prior notice in this respect if the Client fails to cease the said use or load immediately or to keep it suspended.

4.7. Should the Client be entitled on the grounds of the agreement to grant third parties the use of the product, the Client shall be liable vis-à-vis Lexerta for the use of the product by the third party in question and shall be obliged to see to it that said third party uses the product in accordance with these terms and conditions of use. The Client shall safeguard Lexerta against any claims brought by these third parties and shall hold Lexerta harmless from any loss or damage and (legal) costs in their entirety incurred or sustained by Lexerta in connection with the aforementioned claim.

4.8. Lexerta is entitled to erase data belonging to the Client and/or users if:

• in Lexerta’s opinion, these are inappropriate, abusive, discriminatory, objectionable or offensive;
• in Lexerta’s opinion, these are based on falsehoods or are unlawful;
• these infringe on the rights of third parties or Lexerta;
• these violate the privacy of third parties.

4.9. Lexerta has the right wholly or partially to terminate the Client’s and/or the users’ use of the product, without being obliged to pay the Client compensation on any account whatsoever, if:

• Lexerta is under the obligation to do so on the grounds of national or international legislation or regulations or on the grounds of a judicial decision;
• The Client and/or a user and/or an authorised third party defaults on its duty to fulfil one or more of the obligations deriving from the agreement, the general terms and conditions and/or these terms and conditions of use.

5. Login credentials

5.1. The Client is obliged to see to it that its users’ log-in credentials are secure enough and that these are kept secret by its users. The login credentials are inextricably linked to the user’s person. The Client shall immediately notify Lexerta in writing the moment any unauthorised use of the login credentials or any other violation of the security measures with regard to the product comes to his/its attention.

5.2. Should Lexerta suspect or ascertain that third parties are making unauthorised use of users’ login credentials or in the event of the Client notifying Lexerta of this in writing in accordance with Article 5.1, Lexerta has the right to block the login credentials concerned immediately and without prior notification. The Client is liable vis-à-vis Lexerta for the loss or damage incurred by the latter further to the unauthorised use of the login credentials. The Client shall safeguard Lexerta against any claims filed by third parties relating to the aforementioned unauthorised use of the login credentials and hold Lexerta harmless from any loss or damage and (legal) costs in their entirety incurred or sustained by Lexerta in connection with said claim.

6. Support, Faults and Incidents

6.1. Lexerta, or a third party designated by it, performs support activities during office hours at the Client’s request, for the Client’s and/or the users’ benefit, such activities focusing exclusively on: (i) the provision of advice and information about the use of the product, and (ii) the resolution or rectification of faults and incidents.

6.2. The Client and/or user(s) should notify Lexerta in writing of any incidents or faults. Insofar as is possible, this notification should be accompanied by documentation pertaining to the fault or incident that is as comprehensive as can be. The Client is obliged, on Lexerta’s first request, to cooperate in the collection of more detailed information concerning a fault or an incident.

6.3. Solely if a reported fault or incident is demonstrable or reproducible will Lexerta react as quickly as possible to a report during office hours, and set about solving or rectifying the fault or incident or arranging for this to be done.

6.4. If the Client uses links between the product and a proprietary application/network environment (e.g. Azure AD), the client is responsible for costs associated with resolving disruptions to its own application/network environment and the relevant link in the event of updates/disruptions caused in/by it’s own application/network environment.

6.5. Work that has to be done or arranged for by Lexerta on account of (i) incompetent or incorrect use of the product, or (ii) failure to follow instructions given by Lexerta, or (iii) use that is in contravention of the agreement or these terms and conditions of use, or (iv) use that is contrary to the documentation, shall be charged to the Client by Lexerta at the rates in force at the time.

7. Obligations incumbent upon the Client

7.1. The Client should take appropriate technical and organisational measures itself/himself with regard to the security of its/his hardware, ICT infrastructure and data communication connection(s) with a view to combating viruses, malware and other similar threats.

7.2. The Client should take appropriate technical and organisational measures itself/himself to avoid unauthorised third parties gaining access to the product or the hosting environment in any way whatsoever.

7.3. The Client is itself/himself responsible for the data processed by means of the product and for the decisions taken on the basis thereof.

7.4. The Client is obliged to oversee the users’ observance of the obligations deriving from the agreement, the general terms and conditions and these terms and conditions of use. The Client shall safeguard Lexerta against any claims filed by third parties arising from the users’ use of the product, and shall hold Lexerta harmless from any loss or damage and (legal) costs in their entirety incurred or sustained by Lexerta in connection with said claim.

8. Intellectual property rights

8.1. By way of an addition to Article 8 of the general terms and conditions, the intellectual property rights with regard to the product and the documentation are held by Lexerta. The Client does not have a right of inspection regarding the product’s source code and/or object code.

8.2. All intellectual property rights with regard to the Client’s data are held by the Client. The Client shall safeguard Lexerta against any claims filed by third parties concerning a possible infringement of intellectual property rights held by the third party (or parties) in question (in part) on account of data belonging to the Client.

9. Liability

9.1. By way of an addition to Article 9 of the general terms and conditions, Lexerta shall not be liable for loss or damage consequential to (i) incompetent or incorrect use of the product by the Client or the users, or (ii) data or other information of the Client’s that has been corrupted or lost due to faults, incidents or any cause whatsoever.

9.2. Lexerta does not guarantee that the product will meet the Client’s objectives as far as its use is concerned, that the product’s service will be rendered uninterruptedly and without incidents or faults, or that any and all incidents or faults can be put right.

10. Privacy

10.1. When, during performance of the agreement, Lexerta or the Client obtain and process personal data that have been furnished by the other party, it/he shall process these data in a duly conscientious and meticulous fashion, in observance of the statutory provisions deriving from the General Data Protection Regulation.

10.2. Lexerta shall take appropriate technical and organisational measures to protect the personal data against loss and any form of unlawful or improper processing thereof, including the unnecessary collection and further processing of these data.

10.3. Lexerta and the Client shall inform each other within five (5) working days of any request and/or complaint from the supervisory authority or the data subject with regard to the personal data processed during performance of the agreement. Lexerta and the Client shall provide each other with the necessary cooperation with a view to satisfactorily answering requests submitted by data subjects or the supervisory authority.

10.4. The Client shall safeguard Lexerta against administrative, reparatory or punitive penalties imposed upon Lexerta in the framework of the processing carried out by the latter during performance of the agreement.

10.5. The Client shall safeguard Lexerta against claims brought by persons whose personal data have been recorded or processed in the product.

11. Export of the Client’s data

11.1. If the agreement comes to an end for any reason whatsoever, Lexerta shall offer the Client the possibility (on payment of the rates applicable at the time) of receiving the Client’s data in the product as a readable file by means of the export by the contractor of a data file in XML format. Should the Client wish to make use of this possibility, it/he should inform Lexerta of this in writing no later than 14 days before the end of the agreement. If the Client wishes to receive the data file in a file format other than XML, it/he should let this be known in writing in the aforementioned notification.

11.2. As soon as the agreement has come to an end, the Client’s data are erased. At the Client’s request, Lexerta will provide proof of destruction.