The scenario
You're reviewing a software supply contract or a complex SaaS agreement in Word and come across a clause to check. In the video example: a clause that allows the supplier to unilaterally amend the terms with two months' notice, specifying that if the client doesn't withdraw, the amendment is deemed automatically approved.
In relationships between businesses and professionals (B2B), where there's no consumer-law shield, is a clause like this really valid? It's exactly the kind of check you can do with Lexroom's Word add-in.
How to analyse the clause from the add-in
Open the Lexroom add-in in Word (once installed from the add-ins, you'll find it in the top right). The screen you'll see is the same as Ask Lexroom on the online platform
Select the text directly in the document that you want to have analysed
Select the modules to make the search more vertical (in the example: Civil and Corporate)
Write the question and send it. Don't just ask for a definition: also ask for a strategy, for example whether the clause can be challenged or has to be accepted as it is
The kind of answer you get
In the video example, Lexroom reconstructs the complete picture:
In B2B relationships, ius variandi is generally permissible thanks to freedom of contract, and the clause doesn't fall within the exhaustive list of Art. 1341 of the Italian Civil Code (so it could be effective without a specific signature)
However, permissibility doesn't mean absolute power: exercising the right must respect the principles of good faith and fair dealing in performing the contract; if the proposed amendment were unreasonable or unforeseeable, there would be legal grounds to oppose it
Reference is also made to the European data legislation (Data Act), which introduces a check on the unfairness of unilaterally imposed clauses in data-related contracts
As a foothold in the event of a dispute, Art. 1370 of the Italian Civil Code is indicated (interpretation against the author of the clause), supported by Supreme Court case law
In a few minutes you haven't just verified a rule: you've built a possible line of defence, without ever leaving Word.
Still need help?
If the add-in won't start or you can't log in, read Word add-in not working: are you using the right credentials? or write to us via chat: we reply within 4 working hours.