The legal relationship between Wolters Kluwer Belgium nv (referred to hereinafter as ‘Wolters Kluwer’), with registered office at 2800 Mechelen, Belgium, Motstraat 30, BE 0405.772.873, and the customer is governed by these general terms and conditions, the specific conditions (licence terms and conditions), the order form, the invoices and any special terms and conditions (collectively referred to hereinafter as ‘the Agreement’). The Agreement annuls and supersedes all written or oral contracts, proposals and commitments relating to the same subject which precede the date of this Agreement. This Agreement takes priority over the customer’s general and/or other terms and conditions, even if these state that they are the only valid terms and conditions. Deviations from the Agreement are only possible with Wolters Kluwer’s prior written consent. Wolters Kluwer reserves the right to change the provisions of the Agreement.
Wolters Kluwer’s services relate to the provision of information to the customer via paper media, floppy disks, CD-Roms, the Internet, or any other medium, as well as through the organisation of study days and other forms of training. Wolters Kluwer’s services may also consist of providing advertising space or software. These services are collectively referred to hereinafter as ‘the Products’. For Products that relate to recent developments in certain areas for which no new information is available (e.g. because no legislative changes have occurred in this area), Wolters Kluwer will not be able to provide information. However, this does not release the customer from its payment obligations. Unless otherwise agreed, the customer accepts that the Products are standard products that were not specifically created for its own needs. Consequently, the customer accepts that Wolters Kluwer gives no guarantee and does not assume any responsibility concerning the ability of the Products to meet the customer’s specific needs. Wolters Kluwer takes all reasonable measures to provide the customer with Products that are as comprehensive and accurate as possible, but offers no guarantee in this respect.
The customer shall in all cases deliver the advertising material in print-ready form before the closing date for the agreed date of publication. Any additional costs due to advertising material being delivered in non-print-ready form shall be borne exclusively by the customer. The customer shall also bear all risks of damage to or loss of the advertising material up to the moment of its delivery to Wolters Kluwer. If the customer does not take an advertising space on the agreed date of publication (due to late delivery of the advertising material or for some other reason), the customer may nevertheless be invoiced in full for the advertising space at the scheduled time. All advertisements will be invoiced for after publication and per edition. The invoice shall remain due in the event of any error or shortcoming in the advertisement for which the customer is responsible. In the event of non-payment Wolters Kluwer is entitled to discontinue any further insertion of advertisements. Any change to the order form made by the customer (text, place, dates or frequency of advertisements) must be accepted by Wolters Kluwer. Wolters Kluwer has the right at all times to refuse advertisements, to make changes to the publications in which the advertisements are placed (e.g. shape, format, headings, etc.) and to review the advertising possibilities of its publications (e.g. formats, colour) without being required to provide any justification. The customer should inform Wolters Kluwer of any mistakes or printing errors by registered letter within one calendar week of the publication of the advertisement. In such a case, the customer is entitled to the republication of the advertisement free of charge, but not to any additional compensation. The customer is and remains responsible for the content of its advertisements. If legal proceedings are initiated and/or a claim is made against Wolters Kluwer on the basis of the advertisement, the customer must provide Wolters Kluwer with the necessary assistance for its defence, must assume the costs incurred by Wolters Kluwer in this context, and must compensate Wolters Kluwer for any damage incurred. For each publication, the customer shall receive one free copy of the issue containing the advertisement. All additional copies shall be invoiced for. Six months after the last publication of an advertisement, any unrecovered advertising material shall be destroyed.
Commercial documents and offers from Wolters Kluwer do not give rise to any commitments on the part of Wolters Kluwer. The Agreement between Wolters Kluwer and the customer shall only enter into force after written or electronic confirmation of the customer’s order by Wolters Kluwer or on commencement of execution by Wolters Kluwer.
The placing of orders for Products via the customer’s standard central purchasing procedure shall occur purely for administrative reasons, and shall not affect the integral validity of the Agreement in any way.
In Belgium, Wolters Kluwer’s prices (unless stated otherwise) include VAT and exclude shipping and administration costs. Wolters Kluwer reserves the right at all times to invoice in advance for all its subscriptions, at the sales price current at the time. Wolters Kluwer reserves the right to change the prices during the term of the Agreement. Wolters Kluwer also reserves the right to change the invoicing interval, to switch from delivery-based invoicing (an invoice for each item sent) to time-based invoicing (an invoice for a certain period) or vice versa, to apply the principle of grouped invoicing (charging for several different Agreements in a single invoice) and, in general, to change the invoicing method. Any deviation from the invoicing interval determined by Wolters Kluwer must be requested in writing by the customer and is only permitted with the explicit agreement of Wolters Kluwer. Such a deviation may entail the application of an additional charge per invoice drawn up.
Unless otherwise agreed, all invoices are payable within 30 calendar days of the issue date of the invoice. Any portion of an invoice that has not been paid in full on the due date shall automatically and without prior notice of default be subject to interest of 1% per month or part thereof, and fixed compensation of 15% of the amount of the unpaid invoices or €25.00, whichever is the greater. In addition, Wolters Kluwer is entitled to charge costs for notice of default and payment demand (hereinafter referred to as ‘reminder charges’). If the customer remains in default of payment of one or more outstanding amounts due to Wolters Kluwer, Wolters Kluwer may suspend the execution of its Agreements with the customer until all outstanding accounts are settled in full, including added compensation, late payment interest and reminder charges.
All delivered Products shall remain the property of Wolters Kluwer until full payment of principal, interest, costs and taxes has been received. However, risks shall be borne by the customer from the time that the Products leave the Wolters Kluwer warehouses. In the event of non-payment or non-compliance with one of the provisions of the Agreement, Wolters Kluwer may legally and without notice of default proceed to the immediate dissolution of the Agreement, without prejudice to its right to recover the delivered Products and seek compensation.
Wolters Kluwer shall take all reasonable measures to deliver the ordered Products on time. If delivery times are stated, these are indicative only and do not constitute an obligation of result on the part of Wolters Kluwer. Wolters Kluwer reserves the right to make partial deliveries. In the event of non-delivery of the Products, any advances paid by the customer shall be refunded without interest or other compensation.
Unless otherwise agreed, the customer must send any complaints by registered letter to Wolters Kluwer’s customer service department, either (a) in the case of a complaint due to visible defects or non-conformity, within two calendar weeks after the delivery of the Products, or (b) in the case of hidden defects, within two calendar weeks of discovery of the defect. The submission of a complaint does not relieve the customer of its payment obligations. No liability for visible or hidden defects will be accepted by Wolters Kluwer if these periods have expired without receipt of the above-mentioned registered letter. If the customer’s complaint is timely and justified, the Product concerned shall be repaired or (completely or partially) replaced or supplemented by Wolters Kluwer, without any additional liability for compensation on Wolters Kluwer’s part.
Except for the explicit commitments entered into by Wolters Kluwer under the Agreement, Wolters Kluwer’s liability shall be limited to the liability compulsorily imposed by law. Wolters Kluwer is not liable for indirect damage, such as loss of data, unavailability of data, loss of turnover, loss of profit or any increase in general costs. Wolters Kluwer is also not liable for any damage resulting from non-compliance with this Agreement by the customer, nor is Wolters Kluwer liable for problems caused directly or indirectly by action of the customer or a third party, irrespective of whether these are caused by error or negligence. If Wolters Kluwer is liable, Wolters Kluwer is only obliged to replace the Product or, if this is not possible, to refund the price (or annual price in the case of a subscription-related Product).
Any cancellation of the order by the customer must be made in writing within two calendar weeks of the date of order and must be accepted by Wolters Kluwer. In the event of cancellation of the order, the customer shall owe fixed compensation of 15% of the value of the order. If the cancellation relates to advertisements, the customer shall owe fixed compensation of 40% of the value of the order.
Unless otherwise agreed, the term of an Agreement relating to a subscription-based Product shall be one year. The Agreement shall then be tacitly renewed for consecutive periods of one year, subject to written notice of cancellation at least 30 calendar days before the expiry of the current contractual period. However, the customer shall always be obliged to pay for the most recent current contractual period, notwithstanding the serving of written notice of cancellation by Wolters Kluwer or the customer.
The court of first instance in Brussels, the commercial court in Brussels, and the magistrates’ court of the first district of Brussels shall have sole jurisdiction to hear any dispute relating to this Agreement and Wolters Kluwer may only be summoned before these courts. The Agreement is governed by Belgian law.
Wolters Kluwer reserves the right to change and/or extend the characteristics of the Products (e.g. by means of additions or updates, CD-Roms, Internet services, or other means).
The hiring out or lending of the purchased Product without prior written permission from Wolters Kluwer is forbidden. Wolters Kluwer shall only grant permission for such hiring out or lending if the customer demonstrates that it is for educational or cultural, non-commercial purposes and that the customer is officially recognised for this purpose by the government. If the customer hires out or lends the Product without prior written permission from Wolters Kluwer, it shall automatically and without notice of default owe compensation of €250.00 per infringement, without prejudice to Wolters Kluwer’s right to claim higher amounts in compensation or apply additional sanctions.
Subject to legal exceptions, the Products and their contents may not be wholly or partly multiplied, translated, adapted, reproduced or stored in any form or by any means whatsoever, nor may the Products and their contents be wholly or partly communicated or transmitted to the public in any form or by any means (such as, though not limited to, electronic and mechanical means) without the prior written permission of the rights-holder or Wolters Kluwer.
The data provided by the customer shall be stored in Wolters Kluwer’s database. This data shall be used for the purpose of conducting information or promotional campaigns in connection with the Products offered by Wolters Kluwer and/or in the context of the contractual relationship between the customer and Wolters Kluwer. The customer’s data may also be transferred by Wolters Kluwer to third parties (business partners, subsidiaries) for direct marketing purposes. The customer may request at any time to inspect and correct its data free of charge. If the customer does not wish to receive commercial information from Wolters Kluwer and from third parties or if the customer wishes to stop its electronic contact data from being used for information/promotional campaigns and other direct marketing purposes by Wolters Kluwer, the customer should inform Wolters Kluwer of this. More information can be obtained from the Commission for the Protection of Privacy.
Certain Products involving the provision of information or software to the customer by means of a floppy disk, CD-Rom or the Internet are subject to specific terms and conditions in addition to these general terms and conditions. These specific terms and conditions may be consulted on Wolters Kluwer’s website or obtained on request from Wolters Kluwer. In the event of a conflict between these general terms and conditions and the specific terms and conditions, the latter shall take precedence.
The customer may not transfer the Agreement to a third party without the prior written consent of Wolters Kluwer.
The parties cannot be held liable for delays or shortcomings in the execution of the Agreement if such delays or shortcomings are the result of facts or circumstances which are beyond the control of one of the parties, unforeseeable and unavoidable. (e.g. total or partial stoppage of the means of transport, illness among Wolters Kluwer personnel, telecommunication problems, operational failure or shortcomings on the part of Wolters Kluwer’s suppliers). On pain of inadmissibility, the party wishing to invoke such facts or circumstances is obliged to inform the other party of them in writing as soon as possible, to make every effort to keep their duration to the strict minimum, and to notify the other party in writing when the said facts or circumstances cease to apply. If these facts or circumstances last longer than three months, then either party may terminate the Agreement automatically and by registered letter without any compensation being due.
The invalidity of one of the provisions of the Agreement shall in no way affect the validity of the other clauses. The parties shall make every effort to replace, by mutual agreement, the invalid clause with a valid clause with the same or largely the same economic impact as the invalid clause.
Any omission on the part of Wolters Kluwer to claim a right or apply a sanction does not constitute a waiver of its rights in any way.