- Definitions and introductory provisions
1.1. Definitions. The same definitions as definitions in the section 1.1 of Terms and Conditions apply equally for the purposes of the Licensing terms, while:
“Copyright Act“ means act n. 185/2015 on Coll. on copyright as amended;
“Intellectual property“ means Material, Legal documents, Trademarks, Signs, Know-How, content of the Website, GDPR Modules or any other objects protected by intellectual property rights such as designs, utility models, trademarks, signs, slogans, logos, designations of origin, patents, inventions, any copyright works or databases protected by copyright law, trade secrets of the Law Office or other confidential information and materials owned or administered by the Law Office;
“Know-How“ means any knowledge, experience, results, specializations, procedures, recommendations, guidelines, opinions, statistics, aims, visions, business strategies, marketing strategies or any other information created by the activity of the Law Office and related to its functions;
“Materials“ means any marketing materials, articles, blogs, tutorials, quotes, presentations, seminars. Workshops, researches and similar materials or information belonging to or bearing the designation of the Law Office
“Trademarks“ means registered and unregistered trademarks of the Law Office, in particular the word trade-mark "dagital";
“Signs“ means sign “dagital“ or “dagital legal“ including combination with other signs;
“Legal documents“ means any legal documents such as contracts, memorandum, analyzes, reports, GAP analysis, GDPR reports, GDPR-related documentation, documents contained in any GDPR module, templates or any other written work produced by the Law Office during the provision of legal services.
1.2 Subject-matter. These Licensing Terms provision requirements for protection of Intellectual property of the Law Office, while forming part of the Terms and Conditions and relate to use and sharing of:
a) Legal documents;
c) Trademarks and/or Signs;
f) GDPR modules.
1.3 Maximum extent of the protection. The parties agree that these Licensing terms apply to all Intellectual property, whether or not the subject-matter benefits from protection under applicable law, providing for the maximum legal protection under these Licensing terms. The maximum legal protection of Intellectual property means that the parties have agreed that even if the specific rights of the owner, the author or the administrator for the protection of Intellectual property re not applicable in accordance with the relevant legislation, the protection of Intellectual property stemming from the agreement of Parties and this Licensing Terms apply.
1.4 Applicability. These Licensing Terms apply to any Client, potential client, anyone who violates Licensing Terms, aid other persons in violating Licensing Terms and anyone who becomes familiar with the Intellectual property of the Law Office, whether or not the person accepts the Terms and Conditions. For the avoidance of any doubt, the fact that these Licensing Terms are applied simultaneously with Terms and Conditions does not mean that they can not be applied separately without applying Terms and Conditions. Anyone who accepts Terms and Conditions automatically accepts these Licensing Terms. Moreover, these Licensing Terms apply to anyone who uses the Intellectual property of the Law Office or violates these Licensing Terms.
- General Licensing Terms
- Intellectual property. The Law Office reserves and exercises the rights to all Intellectual property within the meaning of these Licensing Terms and does not grant consent to any person to any dissemination or use of Intellectual property unless specifically agreed otherwise or if such authorization derives from these Licensing Terms specifically in relation to a particular categories of Intellectual property. If any of these Licensing Terms or a special agreement with the Law Office does permit the use of Intellectual property, any other use of Intellectual property may be exercised only with the prior written consent of the Law Office.
- Restrictions of use. Any use of Intellectual property in any way contrary to these Licensing Terms, Terms and Conditions or a specific agreement with the Law Office shall be deemed to be restricted for the use of any Intellectual property, in particular:
a) any commercial use of Intellectual property without any special arrangement with the Law Office, in particular it is expressly forbidden to resell or license Intellectual property or to be the author, owner or person exercising Intellectual Property rights, removing Trademarks or Signs or links of the Law Office;
b) any disclosure of Intellectual property, irrespective of the manner and form of disclosure, without the explicit and specific written consent of the Law Office;
c) any changes to the content, structure, arrangement of Intellectual property besides fulfillment of GDPR modules and routine use in accordance with the instructions drafted by the Law Office;
d) the creation of a new work on the basis of Intellectual property, in particular any combination of elements of Intellectual property with other outcomes of the creative intellectual activity of the Client or any third party;
e) any dissemination or reproduction of Intellectual property outside the Client's group to the extent that it is not necessary for the proper use of the legal services of the Law Office for the Client's needs; for the avoidance of doubt, the Client is objectively liable for violating this prohibition irrespective of the cause and reason for the dissemination or reproduction of Intellectual property beyond the needs of the Client in the use of the legal services of the Law Office (e.g. the Client is liable for any restricted use of Intellectual property including, compromising with cyber-attacks or actions taken inside the organization due to unlawful behavior of the Client's employee and / or counselor);
f) the removal and / or unauthorized manipulation of a unique code identifying the Client from electronic files or the right of use / reference to these Licensing Terms;
g) any other deliberate circumvention of measures taken by the Law Office to protect Intellectual property;
h) any other use of Intellectual property that is likely to cause damage to the Law Office or other person to be enriched at the expense of the Law Office or without paying adequate remuneration to the Law Office.
(hereinafter referred to as „Restrictions of use“).
- Legal documents. The Client is entitled to use any legal documentation provided by the Law Office solely for purposes expressly related to legal services, in particular to ensure compliance with the legislation. In the case of judicial, administrative or other proceedings, the Client is entitled to provide legal documentation without the approval of the Law Office to public authority only if it is necessary to enforce or protect the rights of the Client (i.e. it is not possible to enforce or protect the rights in other way) or if such obligation arises from legislation whereas in that case the Client is obliged to notify the Law Office of this fact and refer the Public Authorities to these Licensing Terms that continue to apply to the Legal documents and prohibit the further dissemination, provision, disclosure, alteration and further use and use of Legal documents contrary to these Licensing Terms. The Client shall not provide legal documents to other persons outside his / her group without the Law Office's approval. This restriction also applies to the provision of legal documentation to other lawyers or advisers, regardless of whether they are bound by a similar duty of confidentiality as the Law Office. The Client is obliged to respect the statement of the Law Office that the consent to the provision of legal documents to a particular person is not granted. The Client is required to specify in detail the reasons and specific purposes for which another lawyer or consultant needs to know the legal documents. In such a case, the Law Office is entitled to propose an alternative form of provision of information necessary for the activity of another lawyer or adviser that will not endanger the Intellectual property of the Law Office and the Client is obliged to respect such a measure. In cases worthy of special consideration, the Law Office may grant consent to provision of legal documents provided that persons familiar with the legal documentation undertake to comply with these Licensing Terms, including the provision of a collateral in case of violation. These cases may particularly include due diligence (legal and other audits) carried out during the sale of the Client or a part thereof. Nothing in this section prevents the Client from freely disseminating the content or information resulting from the legal documents in the manner in which the content and information will be summarized by the Client in a different (own) form or manner than used in the legal documents without breaching the other provisions of these Licensing Terms and a manner that does not jeopardize the Intellectual property. Any other use of the Legal Documents is subject to the approval of the Law Office pursuant to section 2.1 of these Licensing Terms above.
- Materials. The Materials are always intended only for the addressees whom they have been provided to or made available by the Law Office and not to other persons. Unless otherwise provided by the Materials, the purpose of the given provision or disclosure is solely to assess the possibility of mutual cooperation or the provision of a seminar or workshop. Any person familiar with the Materials may not, without the prior written consent of the Law Office, provide the Materials or make the Materials available to another person, publish the Materials, modify the Materials or alter the Materials. Only employees of the Client or persons to whom they are addressed may be informed about the Materials to the extent the Materials are related to their job position and job assignments. Any other use of the Materials is subject to the approval of the Law Office pursuant to section 2.1 of these Licensing Terms above.
- Trademarks and Signs. By providing legal or other services, communications, allowing the use of Intellectual property as set forth in these Licensing Terms or in any other way, the Law Office does not grant consent or license to use Trademarks or Signs of the Law Office. This is without prejudice to the possibility of distributing Trademarks and Signs if they form a part of the permitted use of Intellectual property. However, in any case the use of Trademarks and Sings shall indicate that their exclusive owners, authors and users is solely the Law Office. Any other use of the Trademarks and Signs is subject to the approval of the Law Office pursuant to section 2.1 of these Licensing Terms above.
- Website. The information on the Website is of a general nature and does not constitute legal or other advice and is not intended to refer to a particular person. Articles, blogs, or publications on the Website are current as of the day of publication but may not fully reflect recent or current legislation. The Law Office does not guarantee the accuracy and timeliness of all information and content of the Website. The Law Office is not liable for the damage caused by relying on the information and content of the Website, nor for the content of third-party websites or external websites that are linked on the Website or to where the Website links. The content of the Website is protected as a copyright work under the Copyright Act. Website visitors are authorized to acquaint with the content of the Website and are authorized to make copies of the free content of the Site for their own personal purposes and use. Free dissemination of the content and information on the Website is allowed to an appropriate number of colleagues or clients, provided that: (i) the Law Office is always listed as the author; (ii) the content, wording and text are not modified in any way; (iii) other persons are notified about these Licensing Terms. Any other use of the Website is subject to the approval of the Law Office pursuant to section 2.1 of these Licensing Terms above.
- Know-How. The Client is entitled to benefit from the Know-How of the Law Office if Know-How is provided as part of the legal services or advisory services of the Law Office to the Client for which the Client has paid the Law Office's remuneration or which the Law Office has provided free of charge. Any other use of Know-How is subject to the approval of the Law Office pursuant to section 2.1 of these Licensing Terms above.
- Notification of Licensing Terms. For each provision of Intellectual property including documents, whether performed in accordance with or in violation of these Licensing Terms, the Client is required to alert the person to whom the Intellectual property provided including the documentation about the existence and application of these Licensing Terms. This obligation is met if the documents contain a reference to these Licensing Terms. For this reason, any removal of references, reservations or notifications on documents without the consent of the Law Office is prohibited.
- Ownership. By using any legal documents of the Law Office in accordance with these Licensing Terms, the Client does not acquire any ownership of the documents, but only the right to use it in the scope and under the conditions herein.
- Licensing Terms for GDPR modules
- General provisions. Sections 2.1, 2.2, 2.3, 2.7, 2.8 a 2.9 of these Licensing Terms are applicable to use of GDPR modules while these general provisions are supplemented by specific provisions in the section 3 of the Licensing terms related solely to the use of GDPR modules. GDPR modules represent Legal documents and Know-how of the Law Office. It means that GDPR modules shall be used solely by the person whose identification, contact and invoicing data are stated in the order of the GDPR modules placed via the Website or persons belonging to the group of Client. Provisions of this section 3 of the Licensing Terms shall be applicable in the maximum extent also to other template documents provided by the Law Office.
- License. By paying remuneration for the GDPR module, the Client is entitled to use all the documentation contained in the GDPR module ("documents") for the purpose of securing, demonstrating and managing its own compliance processes with the GDPR or compliance of group of the Client with the GDPR or other data protection legislation, while:
a) use is permitted within whole group of the Client;
b) use is restricted territorially on the territory where the Client or its group or its business partners are established;
c) means of using is restricted taking into account nature of specific document, applying:
▪ if the nature of documents implies need of sharing them with other persons (e.g. contractual documentation must be shared within the parties), use and sharing is permitted to the extent necessary;
▪ if the nature of the document implies no need to share the documents with other persons (e.g. instructions for using the documents), the Client is restricted in sharing the documents with other persons;
▪ modification, additions, changes and work with documents in general is permitted in presumed extent deriving from the nature of the documents;
▪ changing of some documents (e.g. instructions for using the documentation) does not imply changes made by the Clients.
d) the mean of permitted use does not authorize the Client:
▪ to combine documents / works in other work;
▪ publish documents;
▪ publicly disseminate the originals or copies of the documents / works by transfer of ownership, rent or lease;
▪ communicate the documents/ works to public by public exhibition of the original or copy, public execution, public transmission;
▪ use the documents in any way that may represent Restrictions of use.
e) provision of the documents to public authorities is allowed complying with general conditions stated in the section 2.3 of these Licensing Terms;
f) for any sharing, provision or disclosure of documents belonging to GDPR modules, the other party shall be advised that the use of such documents is subject to these Licensing Terms while this condition is met even if the document contains a reference to these Licensing Terms in the footer or header of the document;
g) Client is not authorized to grant a right for further use of documents, sub-license or access to documents to any other third parties;
h) use of documents is of a repayable nature and reimbursement of the Law Office for the granting a license to use the documents is already included in the price of the GDPR module and constitutes the majority of the price; this is without prejudice to the obligation of the Client to pay for the use of the documents under section 3.5 of these Licensing Terms below;
i) non-exclusive license is granted by the Law office i.e. the same legal services are offered to other clients;
j) specific restrictions related to number of permitted users having access to the documents is part of the license as explained in section 3.4 of these Licensing Terms below.
(hereinafter referred to as “License“).
- Obligations of the Client. Client is obliged to:
a) use the documents in line with the License;
b) notify the Law Office about any suspicion or belief about violation of these Licensing Terms from the side of the Client or other third party;
c) protect the documents from disclosure, provision to unauthorized disclosure, unauthorized publication or any other Restrictions of use not in compliance with this Licensing Terms;
d) demonstrate compliance with the obligations under these Licensing Terms or Terms and Conditions at the request of the Law Office and to allow the Law Office to verify this information on the spot or access to premises or systems;
e) allow the Law Office to enforce all rights pursuant to the section 58 of the Copyright Act and other legislation related to protection of intellectual property;
f) provide information pursuant to the section 58 (2) of the Copyright Act.
- Monitoring of authorized persons. As stated in section 5.5 of the Terms and Conditions, the order also includes the information about the number of employees of the Client. Website algorithm determines maximum number of authorized persons authorized to work with documents based on this number. The Client may reduce the number during the order. The resulting number of authorized persons is part of these Licensing Terms, and the exceedance of this number is monitored by the Law Office via the documents as agreed in the following provisions. Documents are marked with a unique code that identifies a particular Client. The parties have agreed that if the Law Office in any document for internal use of the Client records accesses from number of IP addresses that is 2.5 times higher than the number of authorized persons agreed by the parties in this section (hereinafter referred to as the "Limit" ), the procedure set out in section 3.5 of these Licensing Terms below shall apply unless the Client demonstrates that the Limit was exceeded by the legitimate sharing of such documents deriving from the nature of documents that need to be shared to the extent necessary within the meaning of section 3.2 (c) and (i) of these Licensing Terms above.
- Refunds. The parties have agreed that if the Limit is exceeded and for each additional Limit commenced, the Client is obliged to pay the Law Office the remuneration for the GDPR Module purchased at the Law Office. For the purposes of this section any discount granted to the Client is not applicable regardless of the fact whether the IP addresses considered within the Limit represent the IP addresses of the Client's or third-party employees and regardless of the intention or negligence of the Client regarding the Limit overrun (hereinafter "Refund"). For the avoidance of any doubt, Refunds within the meaning of the agreement between the parties under these Licensing Terms always apply irrespective of other facts only on the basis of the actual number of IP addresses accessed the documents recorded by the Law Office based on objective responsibility of the Client. The Law Office is entitled at any time to issue an invoice or an advance invoice to the Client related to the Refund under this section with a maturity of 15 days from the receipt of the electronic invoice to the Client's email and the Client is obliged to pay the Refund on maturity. Refund is not a contractual penalty but an agreed remuneration. The Refund procedure may be repeated multiple times and repeatedly for each violation. In the event of a breach of the Client's obligation to pay the Refund under the preceding sentence, the Client shall pay to the Law Office a contractual fine equal to the required Refund on the basis of a separate invoice or advance invoice with a maturity of 15 days from receipt of the electronic invoice to the email of the Client. This procedure may be repeated multiple times. Refund or payment of a contractual fine under this section shall not affect the Law Office's claim for damages in breach of the obligation of the Client to restrict the use of documents to the maximum number of authorized persons unless otherwise agreed by the parties. By paying the Refund the License to a third Party is granted if the Parties have expressly agreed upon.
- Further sale of documents. For the avoidance of any doubt, these Licensing Terms do not prevent the use of documents when the Client is the person who is interested in reselling the documents to their clients, members or other persons, provided that the Client applies the procedure under this section. Agreeing on such cooperation is not possible through the Website. In such case, the Client is obliged to contact the Law Office in advance and agree on the specific terms of the cooperation. If the Client carries out resale of documents in violation of these Licensing Terms, the Refund procedure applies. If anyone else resells documents in violation of these Licensing Terms, the Refund procedure applies appropriately, with Limit being the number 5, and the equivalent of the GDPR Module fee being 8,000 € excluding VAT. By payment of the Refund or the contractual penalty the License is not granted to other person unless the parties agree otherwise. This procedure may be repeated multiple times and repeatedly. By completing or paying a contractual fine under this section, the Law Office's claim for compensation for damages by violation of these Licensing Terms is not affected.
- Breach of Licensing Terms
- Contractual Penalty. Any breach of any obligation to obtain consent from the Law Office to use of Intellectual property under these Licensing Terms, the party in breach is obliged to pay a contractual fine of EUR 10,000 exclusive of VAT to the Office. Paying of the fine is without prejudice to the claims of the Office for damages arising from breach of the obligation.
- Cooperation. In the event of a breach of these Licensing Terms, the Client or any person violating these License Terms commits to provide the Law Office with maximum cooperation in investigating and detecting the cause and consequences of the breach of these Licensing Terms. The obligation under the preceding sentence means that the Law Office is entitled, under these Licensing Terms, to apply all remedies or protections belonging to the author, owner, person exercising Intellectual property under the Copyright Act and other related intellectual property regulations whether or not the rules are applicable to the subject of protection or not.
- Demonstration of the License. Violation of these Licensing Terms is considered any situation where a person using Intellectual property can not demonstrate the Law Office's consent to such use, the granting of a License, or a special agreement with the Law Office permitting such use.
- Final provisions
- Transfer of the License. The cessation of a legal entity or the death of a natural person who, within the meaning of these Licensing Terms, is entitled to use any Intellectual property, does not constitute passing the rights and obligations to the legal successor or heirs and rights and obligations extinct.
- Upon the conclusion of these Licensing Terms, the parties agreed that the GDPR modules represent an essential part of the Law Office's Know-How and their free distribution without remuneration would entail subsequent liquidation damage for the Law Office. For this reason, the parties consider that the obligations stated in these Licensing Terms are adequate and proportionate.
- Final provisions of Terms and Conditions shall adequately apply to these Licensing Terms.