Terms and Conditions
1. General and Scope
1.1. The present general Terms and Conditions, together with its Annexes, are applicable to the platform and all related services offered by Webclew BV (“WEBCLEW”), it being understood that WEBCLEW may choose to make specific additional services subject to additional and/or specific conditions.
1.2. If you are an employee or contractor of Client entering into this Agreement on behalf of Client, you represent and warrant that (i) you have full legal authority to bind Client to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of Client to this Agreement.
1.3. Client expressly waives the application of its own general and special terms and conditions, even where it is stated therein that only those conditions may apply and even if such terms and conditions were not protested by WEBCLEW.
1.4. WEBCLEW reserves the right to amend the Agreement from time to time and will give the Client prior written notice of such amendment, at least four weeks prior to the entry into force of the amendment. In the event Client does not agree to such amendment, Client shall notify WEBCLEW thereof in writing within four weeks after the aforementioned notice in which case the Agreement shall continue under the agreed upon terms until expiry of the then-current Term and automatically terminate thereafter. In the absence of any written notification of Client within the aforementioned four-week period, Client is deemed to have accepted the amendments.
In these Terms and Conditions, unless otherwise specified, the following definitions will apply:
- Agreement means the entire contractual relation between WEBCLEW and Client, including (i) these Terms and Conditions; (ii) its Annexes and (iii) the relevant Order Form(s).
- Annex means any annex, schedule, appendix or other complementary document which forms a part of the Agreement.
- Business Day means a normal working day of WEBCLEW from 8.30 a.m. to 5.30 p.m. CET, from Monday to Friday, excluding Belgian public holidays.
- Client, you or your means the legal entity entering into contractual relations with WEBCLEW, as identified in the Order Form.
- Client Data means any information, data and files made available, transmitted or uploaded to the Platform by Client or Users (including URLs of the Scanned URLs), or by WEBCLEW on Client’s behalf for the purpose of facilitating and managing Client’s access and use of the Platform.
- Client Personal Data means all Personal Data within Client Data.
- Confidential Information of a Party means the information of such Party, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary; or (ii) 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, including but not limited to, all materials, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including this Agreement), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs.
- Database shall have the meaning given to it in clause 14.
- Data Protection Legislation means the (i) GDPR, (ii) the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data (as may be modified or replaced by the Belgian legislator) and (iii) the applicable data protection-related provisions of the Belgian Act of 13 June 2005 on Electronic Communications (as may be modified or replaced by the Belgian legislator), as well as any Royal Decrees implementing such legislation.
- Documentation means the documentation (if any) made available by WEBCLEW to Client to facilitate the use of the Platform.
- DPA means the data processing agreement attached hereto as Annex 1 (DPA).
- Effective Date means the effective date as set forth in the Order Form and, if no effective date is mentioned, the order date.
- Force Majeure means a temporary or permanent inability of a Party to fulfil its obligations, resulting from unavoidable, unforeseeable and external facts and circumstances reasonably beyond the control of that Party. The following events shall in any case be considered as Force Majeure (without limitation): war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, internet failure, hosting failure, floods, explosion, weather conditions, strike or social action, pandemics and/or mandatory closures imposed by any governmental authority as a result thereof, and all other circumstances generally qualified as force majeure.
- Initial Term has the meaning given to it in clause 13.
- Intellectual Property Rights means (non-exhaustive list) patents, trademarks, copyrights, rights in software programs (both in object code and source code), design rights, database rights, proprietary rights in know-how, business names, trade names and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any other intellectual or industrial property rights in any country and any existing or future applications for or registrations of such rights.
- Order Form means the paper or online order form entered into between the Parties which indicates the pricing and other specifics of the Platform, regardless of whether it is called “Order Form” or not (e.g., “quotation” or “product order”). The Order Form (regardless of the name given to it by the Parties) forms an integral part of the Agreement.
- Party or Parties means Client and/or WEBCLEW.
- Personal Data shall have the meaning given to it in article 4 (1) of the GDPR.
- Platform means the online platform developed and managed by WEBCLEW as further described on WEBCLEW’s website.
- Renewal Term has the meaning given to it in clause 13.
- Report means the automatic report generated by the Platform upon Client’s request.
- Scan shall have the meaning set out in clause 14.
- Scanned URL means a URL, which has been submitted to the Platform by a User and that is mentioned in a Report.
- Services means any services offered by WEBCLEW in relation to the Platform, as explicitly agreed upon in writing between the Parties.
- Subscription means the User subscription purchased by Client pursuant to clause 3 which entitle Users to access and use the Platform in accordance with this Agreement.
- Subscription Fee means the annual recurring subscription fee specified in the Order Form, payable in respect of the Subscription.
- Term means the Initial Term together with any Renewal Term.
- Terms and Conditions means the present general terms and conditions, including its Annexes.
- Users means the users within Client’s organisation who are authorized by Client to access and use the Platform. For the avoidance of doubt: the Client may only authorize Users who work for the legal entity which entered into the Agreement with WEBCLEW to access and use the Platform (and not e.g. individuals working for different legal entities or affiliates of the Client, nor indivduals of the Clients’ customers)
- WEBCLEW, our, we or us means Webclew BV, a company organized and existing under the laws of Belgium, having its registered office at Stokerijstraat 17 Bus 7, Belgium and registered with company number 0778.414.607.
3. Use Rights
3.1. Subject to the terms of this Agreement, WEBCLEW grants to Client a personal, restricted, non-exclusive, non-transferrable and non-assignable right, without the right to sublicense, to use the Platform for its internal business purposes and to make the Platform (and related services) available to the Users for the duration of the Term (in case Client has ordered a Subscription) or for the provision of one Report (in case Client has ordered a one-off Report). The scope of the license shall be limited to the legal entity that entered into an Agreement with WEBCLEW, unless explicitly agreed otherwise in writing, shall not apply to affiliates of Client. Client shall not have the right to use the Platform for the benefit of its own clients.
3.2. Unless to the extent permitted by this Agreement or applicable law, Client shall not directly or indirectly (including without limitation through the actions of any of its Users, agents, contractors, employees, representatives, subcontractors, or in general, any third party) (i) arrange or create derivative works based on the Platform without WEBCLEW’s express written consent; (ii) assign, distribute, sub-license, hire, transfer, (re)sell, lease, rent, charge or otherwise deal in or encumber the (license to the) Platform, or use the Platform on behalf of any third party or make it available to any third party, nor allow or permit a third party to do any of the same; (iii) copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce the Platform or any part of it except as expressly provided in this Agreement; (iv) remove or alter any copyright or other proprietary notice on the Platform.
3.3. The extent of the licenses granted under this Agreement is restricted to the scope expressly set forth herein, and there are no implied licenses under this Agreement. WEBCLEW reserves any right not expressly granted to Client hereunder.
3.4. Client shall only use the Platform if and to the extent allowed under applicable law and shall at all times comply with the applicable Documentation and any reasonable instructions of WEBCLEW. Client guarantees that it shall only perform Scans on root domains/URL’s for which Client is permitted to do so. Client acknowledges and agrees that (i) it must indemnify WEBCLEW for any claims in relation to any use of the Platform outside the scope of and/or in breach of the terms as set forth in this Agreement, in accordance with Clause 15.1, and (ii) that any use of the Platform outside scope of and/or in breach of the terms as set forth in this Agreement, shall entitle WEBCLEW to immediately terminate (or alternatively, at WEBCLEW’s option, suspend) this Agreement for material breach by Client, without any formalities being required and without prejudice to any other right or remedy available to WEBCLEW pursuant to this Agreement or under applicable law, and (ii) .
3.5. Client hereby acknowledges and agrees that any modification or attempted modification of the Platform by any party other than WEBCLEW shall void WEBCLEW’s warranties and shall be deemed to represent a material breach of the Agreement by Client.
4. Maintenance and Changes
4.1. Client acknowledges that in order to ensure a correct functioning of the Platform, maintenance services are needed from time to time. WEBCLEW shall carry out such maintenance services at its sole discretion and shall use all reasonable endeavours to minimise the impact on the Client. Where practicable, WEBCLEW shall give to Client prior written notice of scheduled maintenance that is likely to affect the availability of the Platform or is likely to have a material negative impact upon the Platform. WEBCLEW shall not be liable for costs incurred by Client as a result of any non-availability of the Platform due to (planned and/or unscheduled) maintenance services.
4.2. WEBCLEW reserves the right to make operational or technical changes to the Platform, including (without limitation) to improve, modify, add or remove certain functionalities and to correct any errors. Because the Platform is made available to multiple other clients, it is not possible to waive a specific modification of the Platform only for the Client. WEBCLEW cannot be obliged to pay any compensation for damages or to refund any fees a result of a modification of the Platform.
5. Support Services
5.1. WEBCLEW will provide support services to Client during normal Business Days and in accordance with the then-current WEBCLEW’s support services policy, as made available by WEBCLEW on its website.
5.2. WEBCLEW reserves the right to make its assistance subject to the payment by Client of additional fees if and to the extent that a support request does not fall within the scope of its support services policy, e.g., in case of excessive and/or repetitive questions.
5.3. If and to the extent WEBCLEW has explicitly agreed in writing to offer additional services and/or deliverables to Client, such services and/or deliverables shall be deemed accepted within five business days following receipt by Client of such deliverables.
6. Usage Monitoring
6.1. WEBCLEW has the right to (have a third party) monitor the usage of the Platform (including the Scans performed, the Reports generated, and the root domains used by the Client on the Platform) in order to improve the Platform and the Database on the basis thereof, as well as to establish whether the Client’s use of the Platform is in accordance with the terms of the Agreement.
6.2. If such monitoring shows that Client has underpaid the amount of the Subscription Fees due to WEBCLEW, without prejudice to any other rights and remedies available to WEBCLEW, WEBCLEW shall invoice the Client for the underpaid amount (including, as the case may be, any applicable late payment interest which has accrued due to the time elapsed between the usage giving rise to the underpayment and the date of the invoice) and Client shall pay such invoices within thirty days after the invoice date.
6.3. If such monitoring shows that the Client’s usage of the Platform is abusive or constitutes a material breach of the terms of the Agreement, WEBCLEW may suspend or terminate the Agreement in accordance with clause 13.4.
7. Hosting and Third-Party Services
7.1. The Platform and Client Data (including Client Personal Data) are hosted by the (third-party) hosting partner designated by WEBCLEW. Such hosting shall be subject to the applicable terms and conditions of the hosting partner, which may be modified by the hosting partner from time to time. Upon first request, WEBCLEW shall provide Client with a copy of the applicable hosting terms.
7.2. WEBCLEW shall use its best efforts to provide a continued availability of the Platform, but WEBCLEW does not give any direct, indirect, explicit or implicit, warranty whatsoever to provide uninterrupted availability of the Platform. In no event shall WEBCLEW be responsible for any downtime that is caused by the hosting provider.
7.3. The Platform may contain links to website of third parties and/or may refer to services offered by third parties. Such websites and/or services shall be governed by the terms and conditions of the applicable third parties and under no circumstances shall WEBCLEW bear any responsibility for such third-party websites and services.
8. Service level agreement
8.1. For certain Clients and only if explicitly indicated in the Order Form, the Services rendered through the Platform may be subject to a service level agreement described in or attached to the Order Form. The additional fees which apply to such a service level agreement, are set out in the Order Form and/or service level agreement.
9. Intellectual Property Rights
9.1. WEBCLEW is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Platform (including the Database), the Documentation (including any new versions, updates, customizations, enhancements, modifications or improvements made to the Platform) and any other deliverables provided to Client.
9.2. Except for the limited license granted pursuant to clause 3, no other rights in respect of the WEBCLEW Intellectual Property Rights and the Documentation shall be granted or transferred to Client in connection with this Agreement. Nothing in this Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Platform to Client or any third party. Client shall not in any way acquire any title, rights of ownership, copyrights, Intellectual Property Rights or other proprietary rights of whatever nature in the Platform.
10.1. Each Party shall treat as confidential and keep secret all Confidential Information relating to the other Party which was disclosed to it during the negotiation and performance of the Agreement, and shall not disclose it to any third party, other than its employees, advisors, agents or consultants where such disclosure is necessary for the performance of this Agreement and provided that they are bound by confidentiality obligations at least a strict as those provided herein. Confidential Information disclosed in the context of negotiation and performance of the Agreement shall not be used by the recipient thereof for any purpose other than as required for the performance of its obligations under the Agreement.
10.2. The provisions of this clause shall not apply to any Confidential Information which (i) is published or comes into the public domain other than by a breach of the Agreement; (ii) can be proven to have been known by the receiving Party before disclosure by the disclosing Party; (iii) is lawfully obtained from a third party that is not bound by a duty of confidentiality; or (iv) can be shown to have been created by the receiving Party independently of the disclosure by the disclosing Party.
10.3. If and to the extent required in accordance with a judicial or other governmental order, the receiving Party may disclose Confidential Information, provided that the receiving Party (i) gives the disclosing Party reasonable notice prior to seek a protective order or equivalent, unless the receiving Party is legally prohibited from doing so; (ii) reasonably cooperates with the disclosing Party in its reasonable efforts to obtain a protective order or other appropriate remedy; (iii) discloses only that portion of the Confidential Information that it is legally required to disclose; and (iv) uses reasonable efforts to obtain reliable written assurances from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection available under applicable law or regulation.
10.4. The obligations set out in this clause 10 shall enter into force as from the start of negotiations between the Parties and shall survive during five (5) years after the termination or expiration of the Agreement. These confidentiality obligations set out in this clause 10 replace any prior non-disclosure agreement signed between the Parties.
11. Privacy and Data Protection
11.1. The Parties shall comply with applicable Data Protection Legislation.
11.2. WEBCLEW shall process Client Personal Data only for the execution of this Agreement and in accordance with the DPA.
12. Fees and Payment Terms
12.1. Client shall pay WEBCLEW the applicable fees as set forth in the Order Form, in accordance with this Agreement.
12.2. If not otherwise specified in the Order Form, the Subscription Fees shall be invoiced by WEBCLEW on a yearly basis as from the Effective Date and on each successive anniversary thereof.
12.3. Client shall pay all invoices within thirty days after the invoice date. Any invoices which are not disputed in writing by the Client within fifteen days after receipt of the invoice, are deemed accepted. All payments made by Client are final and non-refundable.
12.4. Invoices shall be sent in electronic format to Client’s email address. All payments under this Agreement shall be made in EUR and are exclusive of costs and expenses which may be charged separately by WEBCLEW (if applicable). In particular, Client expressly acknowledges and agrees that it shall at all times bear all costs and expenses related to the payment transaction.
12.5. All amounts payable to WEBCLEW under the Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case Client undertakes to pay WEBCLEW such additional amounts as are necessary in order that the net amounts received by WEBCLEW, after all deductions and withholdings, shall not be less than such payments would have been in the absence of such deductions or withholdings.
12.6. Any amounts of undisputed invoices that have not been paid within thirty days after the invoice date shall automatically and without notice be subject to a late payment interest equal to eight percent per month or, if eight percent is deemed excessive under the applicable law, to the maximum late payment interest permitted by applicable law. The interest shall be compounded daily as of the due date until receipt of full payment by WEBCLEW. In addition, Client shall pay all costs incurred by WEBCLEW as a result of the (extra)judicial enforcement of Client’s payment obligation under this clause, with a minimum of 125 EUR (excl. of VAT). If Client fails to pay any outstanding amounts within thirty days from receipt of a written default notice, WEBCLEW shall be entitled to suspend its obligations and Client’s rights hereunder until receipt of payment of such outstanding amounts.
13. Term & Termination
13.1. In case the Client has ordered a Subscription, the Agreement shall commence on the Effective Date and shall continue for an initial term of one year unless explicitly stated otherwise in the Order Form (the Initial Term). After the Initial Term, the Agreement shall automatically and tacitly renew for consecutive periods of the same duration (each a Renewal Term), unless either Party notifies the other Party in writing of its intention not to renew the Agreement at least three months before the end of the Initial Term or the then-running Renewal Term.
13.2. Except as expressly provided in the applicable Order Form, renewal will be at WEBCLEW’s applicable standard list price in effect at the time of the applicable renewal. Client shall be notified in advance of any price increases and shall have the right to inform WEBCLEW of its decision not to renew the Agreement for an (additional) period of four weeks following WEBCLEW’s notification in respect of the price increase.
13.3. WEBCLEW may, at its sole discretion, suspend or terminate the Agreement, partially or wholly, by written notice to Client, if Client fails to pay to WEBCLEW any amount due under the Agreement and Client fails to cure such failure to pay within thirty days from the date of a written notice of default from WEBCLEW to Client.
13.4. Either Party may immediately terminate (or WEBCLEW may alternatively suspend) the whole or any portion of the Agreement without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if the other Party performs a material breach to any provision of the Agreement and fails to cure such material breach within thirty calendar days after receipt of written notice of the material breach. For the avoidance of doubt, a material breach is any breach which should reasonably considered material, even where the relevant clauses that have been breached do not explicitly specify that a breach of such clause(s) automatically qualifies as material.
13.5. Upon termination of the Agreement for whatsoever reason: (i) Client shall promptly pay to WEBCLEW all amounts due and payable under this Agreement up to and including the date of termination; (ii) all licenses granted to Client shall automatically terminate; (iii) except as required to comply with any applicable legal or accounting record keeping requirement and upon the other Party’s written request, each Party shall return the other Party’s Confidential Information that are in the possession or under the control of that respective Party (or alternatively destroy any copies thereof that cannot be returned and confirm to the other Party in writing that such copies have been destroyed).
14. No Warranty
14.1. Client acknowledges and agrees that the Platform is a tool that performs certain (technical) scans, as selected by the User on the website(s) submitted by the Users (Scans). WEBCLEW does not guarantee that the Scans are complete or sufficient to ascertain the Scanned URL’s legal compliance.
14.2. Regardless of the use of any terms such as compliance or similar expressions, WEBCLEW does not offer, and the Platform and/or the Reports are not intended to be, and shall not be used as, legal advice. WEBCLEW does not monitor (any changes in) applicable legislation or caselaw. It is Client’s responsibility to ascertain if and to which extent the Scans performed are (i) in line with applicable law and (ii) can be used in the context of Client’s compliance efforts.
14.3. The Reports may contain advice and/or action points. While WEBCLEW will make commercially reasonably efforts to ensure the advice and/or actions points are as accurate as possible, WEBCLEW cannot be held responsible for the accuracy of such advice and/or action point and Client shall bear full responsibility for the use and/or implementation of such advice or action points. Client acknowledges and agrees that WEBCLEW shall not be liable for any actions or decisions made by Client, the Users and/or or any third party on the basis of the Reports.
14.4. WEBCLEW has compiled a database of cookies and their characteristics (the Database) and shall use commercially reasonable efforts to keep the database up-to-date and accurate.
14.5. WEBCLEW does not make any representations or warranties, express or implied, concerning any matter under this Agreement and WEBCLEW disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, or non-infringement. Client acknowledges and agrees that the Platform is provided AS IS.
15. Mutual indemnification obligations
15.1. Client shall defend WEBCLEW from and against any and all third party claims (including claims from Users), actions, suits, proceedings and demands arising from or related to Client’s (or any User’s -including unauthorized users given access to the Platform by the Client whether wilfully or as a result of the Client’s negligence-) (alleged) violation of this Agreement (Claims Against WEBCLEW), and shall indemnify WEBCLEW for all reasonable attorney’s fees incurred and damages and other costs finally awarded against WEBCLEW in connection with or as a result of, and for amounts paid by WEBCLEW under a settlement Client approves of in connection with a Claim Against WEBCLEW. WEBCLEW must (i) provide Client with prompt written notice of any Claims Against WEBCLEW, (ii) allow Client the right to assume the defense and control of the claim, and (iii) cooperate with any reasonable requests assisting Client’s defense and settlement of such matter.
15.2. WEBCLEW shall defend Client from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Platform as permitted under the Agreement infringes or misappropriates a third party’s intellectual property rights (a Claim Against Client), and will indemnify Client for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Client in connection with or as a result of, and for amounts paid by Client under a settlement WEBCLEW approves of in connection with a Claim Against Client; provided, however, that WEBCLEW has no liability if a Claim Against Client arises from (i) Client Data or non-WEBCLEW products or services, including third-party software, (ii) any modification, combination or development of the Platform that is not performed or authorized in writing by WEBCLEW, and (iii) Client’s unauthorized use of the Platform. Client must provide WEBCLEW with (i) prompt written notice of any Claim Against Client, (ii) allow WEBCLEW the right to assume the exclusive defense and control and (iii) cooperate with any reasonable requests assisting WEBCLEW’s defense and settlement of such matter. Clause 15.2 states WEBCLEW’s sole liability with respect to, and Client’s exclusive remedy against WEBCLEW for, any Claim Against Client.
15.3. In the event that (part of) the Platform threatens to become the subject or is the subject of an Intellectual Property Rights infringement claim, WEBCLEW will be entitled at its own option and expense (i) to modify or replace the allegedly infringing material so that it is no longer infringing material, while maintaining substantially similar functionality; (ii) to obtain the right for Client to continue to use the relevant material in accordance with the Terms and Conditions; or (iii) to terminate the Agreement in which case Client shall receive a refund equal to the prepaid but unused part of its Subscription(s). This clause 15.3 shall be Client's sole remedy in case of any such (threatened) third-party Intellectual Property Rights infringement claim.
15.4. An indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel and no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld).
16. Limitation of Liability
16.1. To the maximum extent permitted under applicable law, WEBCLEW’s liability under the Agreement shall, per event (or series of connected events) and in the aggregate, not exceed an amount equal to the fees paid by Client to WEBCLEW during the six months preceding the damage-incurring event. In addition and to the maximum extent permitted under applicable law, WEBCLEW’s liability in respect of the hosting services is limited as set out in clause 7.2 and in any case limited to the amounts that WEBCLEW is able to recover from the hosting partner.
16.2. Under no circumstances shall WEBCLEW be liable to Client for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of clients and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.
16.3. WEBCLEW shall not be held liable in any way, neither contractually nor extra-contractually, for discontinuing an older version of the Platform or for damages caused by the wrongful (or out of scope) use of the Platform.
16.4. No legal proceeding arising out of this Agreement, regardless of the form of action, may be brought by Client more than one (1) year after the cause of action shall have accrued.
17.1. Entire agreement – The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of the Agreement.
17.2. Severability – If any provision of the Agreement is held to be illegal, void and/or unenforceable (in whole or in part), the other provisions shall nevertheless continue in full force and effect. The provisions found to be unenforceable shall be enforceable to the full extent permitted by applicable law. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
17.3. Waiver – This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such Terms or Conditions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or conditions, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.
17.4. Survival – The provisions of the Agreement that are expressly or implicitly intended to survive termination, shall survive expiration or termination of the Agreement, including without limitation, the provisions relating to Intellectual Property Rights, Confidential Information and limitation of liability.
17.5. Assignment – Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety, without the other Party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice. In the event of such a termination, WEBCLEW will refund Client any prepaid fees covering the remainder of the Term of all Subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
17.6. Force Majeure – Neither Party will be responsible or liable for any failure or delay in the performance of its obligations under the Agreement arising out of or caused by Force Majeure. In case of Force Majeure, the Party is obligated to mitigate damage, and must use its reasonable efforts to keep the consequences to a minimum.
17.7. Electronic signatures – The words in writing, signed, signature, and similar words shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law.
17.8. Interpretation – In the Agreement (unless the context shall otherwise require or permit): (i) reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted; (ii) words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; (iii) the headings or captions to the clauses are for ease of reference only and shall not affect the interpretation or construction of the Agreement.
17.9. Conflict – In case of conflict between the provisions of the contractual documents executed between the Parties, the first document shall prevail on the latter, unless expressly agreed otherwise between the Parties in writing: (i) the Order Form, (ii) these Terms and Conditions and (iii) the Annexes.
17.10. Relationship of the Parties – The relationship between WEBCLEW and Client is that of independent contractors.
17.11. Publicity – WEBCLEW shall have the right to use any trademarks, logos or other marks of Client (including Client’s corporate name) for client references on WEBCLEW’s website, social media announcements and sales presentations.
17.12. Notices – Any notices which must be given in writing under the Agreement using the email addresses specified in the Order Form.
17.13. Applicable law and jurisdiction – The Agreement shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the courts of Antwerp, division Antwerp. The United Nations Convention for the International Sale of Goods shall not apply to the Agreement. Before initiating proceedings before the competent courts, the Parties shall exercise reasonably good faith efforts to amicably settle any disputes that might arise during the execution of this agreement.