BRIKL TERMS OF SERVICE

Please read these terms (“Terms”) as they set out our obligations to you and the conditions of our services and how you may use our website, www.brikl.com, and any associated mobile applications or platforms provided by us (together referred to in these terms as “Platforms”), to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing (“Contract”).

Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

  1. ABOUT US

    1. Company details. Brikl BV (Brikl, we and us) is a company incorporated and existing under the laws of Belgium, with its registered office in Belgium at Lastberg 40, 3212 Pellenberg (Lubbeek), and registered with number 0732.954.863 in the register of legal entities of the commercial court Leuven, and known by the VAT administration under the number BE 0732.954.863. We operate the websites www.brikl.com and www.brikl.io.

    2. Contacting us. To contact us telephone our customer service team at EU +32 (0) 16 79 76 62 / US +1 (512) 777 4477 or e-mail info@brikl.com. How to give us formal notice of any matter under the Contract is set out in clause 16. 

  2. OUR SERVICES

    1. Our Platform (the “Platform”) provides an online service to help you (the Licensee and you) sell products to buyers online and to produce digital representations of physical product samples, sketches or drawings (“Digitizations”)

      Brikl may provide onboarding and training services to the Licensee, in order to get the Licensee to understand the key principles at the heart of the BRIKL software and to improve the Licensee’s success with the Platform. Onboarding and training services provide the Licensee with the necessary knowledge, skills and behaviours in order to use the Platform in an effective manner. Onboarding and training services can be provided through online live training, (interactive) training videos and tutorials, etc.

      (hereinafter jointly referred to as the “Services”).

    2. Notwithstanding any communications to the contrary in the past or future, by concluding an agreement with Brikl, the Licensee accepts that only the following norms apply to all contractual, pre-contractual and non-contractual legal relationships between Brikl and the Licensee, both current and future: (in descending ranking order, the next in the absence or by implication of the previous one) (1) the written contract between Brikl and the Licensee; (2) the quote or order confirmation by BrikL; (3) these Terms; (4) Belgian law.

    3. Brikl will provide the Services using reasonable skill and care. We will use all reasonable endeavours to meet any agreed performance dates, but any such dates are estimates only and failure to perform the Services by such dates will not give rise to any liability on our behalf, fine to be paid by us or to the termination of the Contract by the Licensee.

    4. Brikl may make any changes to the Services or Platform which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and Brikl shall notify the Licensee in any such event.

    5. Brikl shall not provide, and shall have no liability under this Contract or otherwise in respect of, any services relating to:

        1. the marketing or selling of any of the Licensee products made available for sale via the Brikl Software and/or the Platform (“Products”);

        2. the management of production of any of the Products, any services relating to the returns of any of the Products, any services relating to the quality control of any of the Products, any services relating to the shipping and delivery of any of the Products, and any services relating to customer support (including any requests for any Product returns or replacements);

        3. the registration, purchase monitoring or deactivation of domain names.

      Hereinafter jointly referred to as the“Excluded Services”.

  3. ELIGIBILITY

    1. In order to access and use our Services, the Licensee must register for a Brikl account (“Account”) by providing their full legal name, current address, phone number, a valid email address, and any other information indicated as required. Rejection of an application or cancellation of an existing Account shall always be justified by objective reasons. Brikl shall inform you hereof within a reasonable timeframe.

    2. The Licensee confirms that they are receiving any Services provided by Brikl for the purposes of carrying on a business activity and not for any personal, household or family purpose.

    3. The Licensee may not provide access to the Platforms or Services to any third party.

  4. ACCOUNT TERMS

    1. The Licensee is responsible for keeping their password secure and shall never share its password with a third party or give any third party unauthorized access to its Account. Brikl cannot and will not be liable for any loss or damage from their failure to maintain the security of their Account and password.

    2. The Licensee is responsible for all activity and content such as photos, images, videos, graphics, written content, fonts, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with their Account (“Materials”).

    3. The Licensee signing up for the Service by opening an Account will be the contracting party for the purposes of our Terms. If the Licensee is signing up for the Services on behalf of their employer, then they must use their employer-issued email address and they represent and warrant that they have the authority to bind their employer to our Terms.

    4. Based on their Brikl pricing plan, the Licensee can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Licensee can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information.

    5. The Licensee is responsible and liable for the acts, omissions and defaults arising from the use of Staff Accounts in the performance of obligations under these Terms as if they were the Licensee’s own acts, omissions or defaults.

    6. Upon completion of sign up for the Service, the Licensee will create an account with Stripe or a similar service provider as may be specified by BrikL in writing from time to time.

  5. ACCESS

    1. Brikl does not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons. We will try to give the Licensee reasonable notice of any suspension or withdrawal.

  6. ACCEPTABLE USE

    1. Subject to and in consideration of the Commission (as defined hereinafter), and subject to the following conditions, Brikl hereby grants to the Licensee a non-exclusive, revocable license for the term of the Contract (hereinafter referred to as “Subscription Period”) to use the Brikl Software:

      1. the Licensee’s use of the Brikl Software shall be restricted to use for the normal business purposes of the Licensee (which shall not include allowing the use of the Brikl Software by, or for the benefit of, any person other than an employee of the Licensee);

      2. the Licensee may not use the Brikl Software other than as specified in these Terms without the prior written consent of Brikl, and the Licensee acknowledges that additional fees may be payable on any change of use approved by Brikl;

      3. the Licensee shall not without the prior written consent of Brikl sub-license, assign or novate the benefit or burden of the licence in whole or in part;

      4. the Licensee shall not without the prior written consent of Brikl allow the Brikl Software to become the subject of any charge, lien or encumbrance;

      5. the Licensee shall not without the prior written consent of Brikl deal in any other manner with any or all of its rights and obligations under the Contract; and

    2. The Licensee shall notify Brikl as soon as it becomes aware of any unauthorized use of the Brikl Software by any person. It is the Licensee’s responsibility to comply with the following conditions:

      1. All information provided to register for an Account will be true, accurate and kept up to date;

      2. Not to (or permit any third party to) reproduce, duplicate, copy or re-sell any part of the Platform (including the Brikl Software) in contravention of these Terms;

      3. Not to copy, publish or integrate any Digitizations made with the Brikl Software on third party websites.

      4. Not to (or permit any third party to) access without authority, interfere with, damage or disrupt:

        1. any part of the Platform;

        2. any equipment or network on which the Platform is stored;

        3. any software used in the provision of the Platform (including the Brikl Software); or

        4. any equipment or network or software owned or used by any third party in relation to the Platform.

      5. Not to (or permit any third party to) reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform or any associated (Brikl) software and materials, in whole or in part;

      6. The Platform (including the Brikl Software) will not be used:

        1. in any manner that breaches any applicable local, national or international law or regulation;

        2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

        3. in any way which is deemed obscene, indecent, offensive, defamatory, threatening or discriminatory;

        4. in a manner which is likely to deceive, impersonates another party or misrepresents the Licensee’s identity or false affiliation with another party;

        5. to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);

        6. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

        7. attempt to access, search, store, scrape or download any services or content contained on our Platform on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of such pages including without limitation any content uploaded by users through the use of any software or mechanism including without limitation any data mining tool, crawler, automated script or alike.

    3. In the event of a breach of the above, without limitation:

      1. we will be entitled to suspend performance of the Services;

      2. we will be entitled to suspend access to all or any of the Licensee’s (Staff) Accounts;

      3. we may remove or restrict access to our Services;

      4. we will be entitled to terminate the Contract under clause 13 (Termination);

      5. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our exercise of rights above; and

      6. it will be the Licensee’s responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from breach of this clause 6.

  7. FEES AND CHARGES

    1. In consideration of us providing the Services the Licensee must pay our charges (Charges) in accordance with this clause 7.

    2. Brikl offers various Subscriptions (Subscriptions). The features of the Subscriptions will be as advertised on our Platform.

    3. A fee is chargeable for access to our Subscriptions. Depending on the type of Subscription, the Licensee shall pay a commission and/or monthly subscription fee, as defined hereinafter. The amount of the aforementioned fees and payment plan will be as advertised on our Platform or defined in our quote.

    4. If a commission fee is charged to the Licensee, this shall be in the form of a pecentage on the Gross Revenue generated by each sale by the Licensee via the Brikl Software and/or Platform(hereinafter referred to as the “Commission”). For the purpose of calculation of the Commission, Gross Revenue shall mean income from sales less payment processing fees, shipping fees and taxes. The exact percentage shall be specified in the quote. In case a monthly subscription fee is charged, the exact fee shall be sprecified in the quote.

    5. The Licensee expressly acknowledges and agrees that the Commission shall be payable (in accordance with clause 7.4 in respect of any sales by the Licensee that were commenced or originated online via the Brikl Software and/or Platform or via the Licensee’s website (e.g. in circumstances where a customer designed a Product in 2D/3D online via the Brikl Software and/or Platform or via the Licensee’s website) notwithstanding that such sales may subsequently be concluded and paid for offline. If the Licensee wishes to change the type of Subscription after the Subscription Period has begun, and we agree to such change, we will modify the Commission and/or (monthly) fees accordingly and/or an additional fee can be charged.

    6. Onboarding and training services will be charged in the form of a one-time onboarding fee. In case you cannot attend a training session, you must inform us with 24hr notice, otherwise those services will be charged.

    7. For each Digitization created by means of the Brikl Software and/or the Platform, the Licensee will be charged. Digitization fees are invoiced separately at the end of each month. They are included in the quote, but the number of Digitizations mentioned in the quote is indicative.

    8. The Licensee may purchase additional features which fall outside of its Subscription on an ad hoc basis. The available additional features will be as advertised on our Platform (Additional Services).

    9. In the event of an increase of one or more price factors (such as, but not limited to currency fluctuations, increases of prices for materials, wages, salaries, social taxes, costs imposed by the government, levies and taxes, server and communication costs, significant changes in the sales volume of the Licensee), Brikl shall be entitled to change the amount of the monthly subscription fee and/or the Commission, or the fees for Additional Services accordingly and in accordance with the legally permitted standards. In the event that Brikl changes the amount of the monthly subscription fee and/or the Commission, or the fees for Additional Services, Brikl will send the Licensee notice of the changes by email in advance. In respect of monthly subscription fees and/or the Commission, the change will take effect from the next month following the date of the change. In respect of Additional Service Fees, the changes will take effect after 30 (thirty) days. The Licensee will be deemed to accept the new price if the Licensee does not unsubscribe from the Service.

    10. We take all reasonable care to ensure that the prices stated on our Platform are correct , however, please see clause 7.11 for what happens if we discover an error in the price of the Additional Services or Subscriptions ordered.

    11. It is always possible that, despite our reasonable efforts, the Additional Services or Subscriptions on our Platform may be incorrectly priced. Where the correct price for the Additional Services or Subscriptions is less than the price stated on our Platform, we will charge the lower amount and if the correct price for the Additional Services or Subscriptions is higher than the price stated on our Platform, we will contact the Licensee as soon as possible to inform you of this error and we will give you the option of continuing to purchase the (Additional) Services at the correct price or cancelling the Subscription or Additional Services. We will not process your order until we have the Licensee’s instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process the order where a pricing error is obvious and unmistakable and could reasonably have been recognized by you as a mispricing, we may cancel the supply of the Additional Services or Subscription and refund the Licensee any sums paid.

    12. Brikl may in its sole discretion offer a free trial period, a reduced or waived subscription fee and/or Commission, a reduced or waived Additional Service Fee. Brikl is under no obligation to offer free access to its Services. Brikl may terminate access on a promotional basis at any time, for any reason, without recourse for the Licensee.

  8. PAYMENT TERMS

    1. Payment of the subscription fee is by direct debit. The Licensee’s credit or debit card will be charged automatically on commencement of each month. Brikl will not be responsible for any credit card, bank or similar charges.

    2. The Licensee shall create an account with Stripe or a similar service provided specified by BRIKL in writing from time to time. The Licensee understands that: (a) its Stripe account (or similar service) shall be its default payment account for the Brikl Software; (b) the Licensee shall be solely responsible for activating and maintaining this payment account; and (c) if it does not wish to activate and maintain this account, the Licensee is solely responsible for deactivating this account. When the aforementioned invoicing practices have been implemented, the Commission fee shall be paid per transaction in derogation of article 8.1 of these Terms.

    3. For the Additional Services, the Licensee will be provided with an electronic invoice at the end of the month in which (part of) the Additional Services are provided. Unless otherwise stated in the quote, invoices are payable within 15 calendar days as from the invoice date. For any failed or cancelled payments, a EUR 50 administration fee will be levied. Brikl reserves the right to invoice all Services in several installments or to request a payment in advance before commencing the execution of the Services.

    4. If the Licensee fails to make any payment due to Brikl under the Contract by the due date for payment, then, without limiting Brikl's remedies under the Contract, the Licensee shall pay interest on the overdue amount at the statutory interest rate applicable at that time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.

    5. In the event any payment of any Charges fails, Brikl reserves the right to immediately suspend the provision of Services until the Charges have been paid in full. Brikl shall not be liable for any costs or losses sustained or incurred by the Licensee arising directly or indirectly from the suspension of Services by us in accordance with this clause 8.

    6. The Licensee must pay all amounts due under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

    7. Our Charges are exclusive of VAT/Sales Tax. Where VAT/Sales Tax is payable in respect of some or all of the Services the Licensee must pay us such additional amounts in respect of VAT/Sales Tax, at the applicable rate, at the same time as the Licensee pays the Charges.

    8. The Licensee expressly acknowledges and agrees that Commission shall be payable (and shall not be repayable) in circumstances where the Licensee issues a return or a refund to a customer in respect of any Product.

  9. INTELLECTUAL PROPERTY RIGHTS

    1. All intellectual property rights in or arising out of or in connection with the Platform (including the Brikl Software) and our Services (other than intellectual property rights in any materials provided by the Licensee) will be owned by Brikl, including (without limitation) rights to software, copyright, trademarks, design rights, patents and rights to inventions.

    2. The Licensee shall be the sole proprietor of all intellectual property rights in the Products (such as logos, designs, patterns, trademarks,...). Brikl shall have no rights in respect of any such intellectual property rights except to the extent that use of such intellectual property rights (e.g. copyright or trade marks) is required for the provision of the Services under the Contract (e.g. to make images of the Products available via the Brikl Software). Under no circumstances shall this be considered as a transfer of the intellectual property rights to Brikl.

    3. Brikl grants to the Licensee a worldwide, non-exclusive, royalty-free licence during the term of the Subscription to the rights asserted at clause 9.1 above (excluding materials provided by the Licensee) for the purpose of receiving and using the Services in the course of business. The Licensee may not sub-license, assign or otherwise transfer the rights granted in this clause 9.3. All other rights are expressly reserved.

    4. Any known or suspected infringement of intellectual property rights should be immediately reported to: info@brikl.com.

  10. WARRANTIES

    1. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services or Platform (including the Brikl Software). Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care are, to the fullest extent permitted by law, excluded from these Terms.

    2. Information and other materials provided on the Platform are provided for general information only. Although Brikl makes reasonable efforts to update information and other materials, Brikl makes no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up-to-date and excludes all liability in respect of any reliance on such information and other materials. Brikl represents and warrants to the Licensee that the Services will be performed in accordance with all applicable laws and regulations and with all reasonable skill and care and that to the best of its knowledge and belief at the date of the Contract.

    3. No representation or warranty is given by Brikl that all faults will be fixed, or will be fixed within a specified period of time.

  11. LIMITATION OF LIABILITY

    1. Nothing in these terms limits or excludes our liability for:

      1. death or personal injury caused by our gross negligence, or the gross negligence of our employees, agents or subcontractors;

      2. fraud or fraudulent misrepresentation.

    2. Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

      1. loss of profits;

      2. loss of sales or business;

      3. loss of agreements or contracts;

      4. loss of anticipated savings;

      5. loss of use or corruption of software, data or information;

      6. loss of or damage to goodwill; and

      7. any other indirect or consequential loss.

    3. Subject to this clause, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid to us under these Terms in the twelve month period preceding the date our liability arises.

    4. In no event will Brikl be liable for the acts, omissions or failures of the Licensee using the Platform (including the Brikl Software).

    5. The Licensee is responsible for ensuring the accuracy and suitability of any Digitizations and any corresponding technical information (including dimensions, construction details, materials, colours and labelling). Brikl gives no guarantee or warranty as to the accuracy or suitability of Digitizations, the sample products they represent and any information available on our Platform. In no event will Brikl be liable for any inaccuracies or errors in technical specifications or Digitizations. It is the Licensee’s responsibility to ensure accuracy.

    6. In the course of providing the Services (and in particular the support services), Brikl shall under no circumstances be held liable for and shall have no obligation to correct any faults that arise from:

      1. use of the Brikl Software in combination with any equipment or software not provided by Brikl or not designated by Brikl for use with any modification forming part of the Brikl Software, or any fault in any such equipment or software; or

      2. any incorrect and/or incomplete information that was provided to the Licensee by any third party.

      3. any operational error by the Licensee or any breach of the Licensee's obligations under these Terms.

    7. The Platform (including the Brikl Software) is provided to the Licensee “as is”, without any explicit or implicit guarantees of any nature, express or implied, including – without being limited thereto – the warranties of accuracy, correctness, reliability, recency, fitness for a particular purpose, title and non-infringement or result of use. We do not guarantee that the Platform (including the Brikl Software) will be secure or free from bugs or viruses. The Licensee is responsible for configuring their information technology, computer programmes and devices in order to access the Platform. The Licensee should use their own virus protection software.

    8. Where the Platform contains links to other sites and resources provided by third parties, these links are provided for information purposes only. Such links should not be interpreted as approval by Brikl of those linked websites or information that may be obtained from them. Brikl has no control over the contents of those sites or resources and excludes all liability in respect of any third party sites, resources or services.

    9. The Licensee agrees that, in entering into this Contract, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) Brikl shall not in any circumstances have any liability otherwise than in accordance with the express terms of these Terms.

    10. The Brikl Software is a web-based platform for exchanging information and concluding sale and purchase transactions between buyers and sellers and accordingly Brikl shall not represent the Licensee or any customer in any specific transaction. Brikl shall have no control over the quality, safety, lawfulness or availability of any Products offered for sale via the Brikl Software and accordingly Brikl shall have no liability in respect of any uncompleted sales, inconveniences, business disruptions or any other similar loss, expenditure or liability that may arise in relation to the use of the Brikl Software.

    11. The exclusions in this clause shall apply to the fullest extent permissible at law, unless specified otherwise.

    12. All dates supplied by Brikl for the delivery of the modifications or the provision of Services shall be treated as approximate only. Brikl shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

    13. This clause 11 will survive termination of the Contract between Brikl and the Licensee.

  12. CONFIDENTIALITY

    1. Each party undertakes that it will not at any time disclose to any person the other party’s Confidential Information, except as permitted by clause 12.2. “Confidential Information” shall mean all confidential information of the disclosing party, whether directly or indirectly disclosed, including:

      1. all confidential or proprietary information relating to:

        1. the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; and

        2. the operations, processes, product information, know-how, technical information, designs, trade secrets or software;

      2. any information, findings or data derived from Confidential Information;

      3. any Digitizations supplied by Brikl; and

      4. any other information that is identified as being of a confidential or proprietary nature.

    2. Each party may disclose the other's Confidential Information:

      1. to such of its respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out its respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 2.2; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Each party may only use the other's Confidential Information for the purpose of fulfilling its respective obligations under these Terms.

    4. The obligations arising out of this article shall survive the termination of the Contract between Brikl and the Licensee, at least until the Confidential Information becomes public knowledge other than by breach of these Terms by the receiving party.

  13. TERMINATION

    1. Unless otherwise agreed upon in writing, the Contract is concluded for an indefinite period of time. Each party has the right to terminate the Contract by sending a cancellation request by email to the other party. A termination period of 30 calendar days shall be applicable.

    2. Notwithstanding the possibility of the parties to terminate the Contract under article 13.1 of these Terms, and without prejudice to any rights that have accrued under this Contract or any of its rights or remedies, either party may at any time terminate this Contract (including the Licensee) with immediate effect by giving written notice to the other party if:

      1. the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 30 calendar days after being notified in writing to make such payment;

      2. the other party commits a material breach of any term of these Terms (other than failure to pay any amounts due under this Contract) and (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;

      3. the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;

      4. The Licensee takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      5. The Licensee suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

    3. Termination of the Contract will not affect the Licensee’s or Brikl’s rights and remedies that have accrued as at termination.

    4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

    5. If a party is required by any law, regulation, or government or regulatory body to retain any documents or materials containing the other party's Confidential Information, it shall notify the other party in writing of such retention, giving details of the documents and/or materials that it must retain.

    6. On termination of this Contract for any reason, the Licensee's right to receive the Services shall cease automatically and the Licensee shall as soon as reasonably practicable:

      1. return, destroy or permanently erase any documents, handbooks, CD-ROMs or DVDs or USB’s or other information or data provided to it by Brikl containing, reflecting, incorporating or based on Confidential Information belonging to Brikl. If required by Brikl, it shall promptly provide written evidence that these have been destroyed and that it has not retained any copies of them; and

      2. return all of the Brikl’s equipment and materials, failing which, Brikl may enter the relevant premises and take possession of them. Until these are returned or repossessed, the Licensee shall be solely responsible for their safe-keeping.

    7. On termination of this Contract for any reason, the Licensee shall immediately pay any outstanding unpaid invoices and interest due to Brikl. Brikl shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Licensee shall pay these invoices immediately on receipt. All Commissions shall remain due until the date of termination or expiry of the termination period. In case the Licensee wishes to cancel the Subscription during the onboarding phase, the Licensee shall pay a cancellation fee which shall consist of all fees due for onboarding and training services, even if they were not yet (fully) provided.

  14. DATA PROTECTION AND DATA PROCESSING

    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause in addition to, and does not relieve, remove or replace, a party's obligations under the General Data Protection Regulation 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter “Data Protection Legislation”). The terms Data Processor, Data Controller and Personal Data will be defined as in the Data Protection Legislation.

    2. The parties acknowledge that:

      1. If Brikl processes any personal data on the Licensee's behalf when performing its obligations under this Contract, the Licensee is the Data Controller and BrikL is the Data Processor for the purposes of the Data Protection Legislation. Brikl shall process Personal Data only on the written instructions of the Licensee unless Brikl is required by the laws of any member of the European Union or by the laws of the European Union applicable to Brikl or by a court decision to process Personal Data. The Licensee will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Brikl for the duration and purposes of this Contract so that Brikl may lawfully use, process and transfer the Personal Data in accordance with this Contract on the Licensee's behalf.

      2. If Brikl processes any Personal Data of the Licensee in the context of the performance of the Contract, Brikl is the data controller for the purposes of the Data Protection Legislation.

    3. Brikl will only request the Personal Data (as defined in the Data Protection Legislation) of the Licensee and the customers of the Licensee that are necessary for the purpose of providing the Services. Brikl will only process Personal Data on a legal basis. The Licensee grants Brikl permission to include the Personal Data in an automated data file. These Personal Data will be used and processed in accordance with Brikl’s Privacy Statement (to be consulted at [https://www.brikl.com/privacy]). The Licensee authorizes Brikl to transfer these data to third parties for the purpose of performing the Contract.

    4. Personal Data may be transferred or stored outside the EEA and or the country where the Licensee is located in order to carry out the Services and Brikl's other obligations under this Contract. Any transfer of Personal Data outside the EEA to a recipient which residence or registered office does not fall under an adequacy decision issued by the European Commission, shall be governed by the terms of a data transfer Contract, which shall contain: (i) standard contractual clauses as published in the Decision of the European Commission or (ii) any other mechanism foreseen by the Data Protection Legislation and/or and other applicable rules concerning the processing of Personal Data.

    5. Taking into account the state of the art, Brikl implements appropriate technical and organizational measures for the protection of (i) Personal Data – including protection against careless, improper, unauthorized or unlawful use and/or processing and against accidental loss, destruction or damage – (ii) the confidentiality and integrity of Personal Data.

    6. In case Brikl acts in the capacity of Data Processor:

      1. Brikl shall, to the extent legally permitted, promptly notify the Licensee if it receives a request from a Data Subject (as defined in the Data Protection Legislation) for access to, correction, amendment or deletion of that Data Subject’s Personal Data.

      2. assist the Licensee, at the Licensee's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

      3. notify the Licensee without undue delay on becoming aware of a Personal Data breach.

  15. NON-SOLICITATION

    The Licensee must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during any Subscription Period and for a period of twelve months following termination of the Contract.

  16. COMMUNICATIONS

    1. When we refer to "in writing" in these Terms, this includes email.

    2. Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email addressed to info@brikl.com for Brikl and the Licensee.

    3. A notice or other communication is deemed to have been received:

      1. if delivered personally, on signature of a delivery receipt;

      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the fifth working day after posting; or

      3. if sent by email, at 9.00 am the next working day after transmission.

    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.

    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

  17. THESE TERMS

    Brikl may change these Terms at any time. We will notify the Licensee of such changes at least 14 calendar days before coming into effect. Should the Licensee disagree with any material changes to these Terms, it may terminate its Subscription with immediate effect. If the Licensee does not terminate its Subscription before the date the changes come in to effect or the Licensee continues to access or use the Platform (including the Brikl Software), the Licensee will be deemed to accept the changes.

  18. FORCE MAJEURE AND HARDSHIP

    1. Brikl is not liable for any shortcoming in the performance of any obligation caused by force majeure or hardship.

    2. In case of force majeure or hardship Brikl may, without prior notice of default or recourse to a court of law and without any right of recourse for the Licensee with regard to Brikl, at its discretion: (1) temporarily suspend performance of its obligations; (2) dissolve the Contract between Brikl and the Licensee by registered letter and without recourse to a court of law; and/or (3) invite the Licensee to renegotiate the Contract between Brikl and the Licensee.

    3. If the Licensee does not participate in good faith in the renegotiation, Brikl may, in accordance with article 19 of these Terms, request the arbitral tribunal to determine new contractual conditions and/or order the Licensee to pay compensation.

    4. By force majeure and hardship are understood, among others (this list is purely given as an example): unavailability and/or scarcity of certain materials, , exceptional weather conditions, strikes, mobilisation, wars, disease or accidents, epidemic and pandemic, communication and information technology breakdowns, government measures, export bans, delays in deliveries, transport and/or travel obstacles.

  19. GOVERNING LAW AND DISPUTE RESOLUTION

    1. These Terms, including any dispute arising out of or in connection with it or its subject matter or formation shall be solely governed by and construed in accordance with the laws of Belgium.

    2. Any dispute between the parties shall as much as possible be settled amicably. In case the parties do not reach an agreement within a period of thirty (30) calendar days after the negotiations have started, the dispute shall be settled in conformity with article 19.3 of these Terms.

    3. If the dispute is not settled within a period of thirty (30) calendar days after the negotiations between the parties have started, the parties hereby undertake to apply the CEPANI Mediation Rules. Unless otherwise agreed upon between the parties, the place of the mediation shall be Brussels (Belgium) and the proceedings shall be conducted in the English language. Should the mediation fail, the dispute shall be finally settled under the CEPANI Rules of Arbitration by one arbitrator appointed in accordance with the said Rules. The place of the arbitration shall be Brussels (Belgium) and the arbitration shall be conducted in the English language.

  20. GENERAL

    1. Status. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

    2. Assignment and transfer.

      1. Brikl may assign or transfer its rights and obligations under the Contract to another entity.

      2. The Licensee may only assign or transfer its rights or its obligations under the Contract to another entity if we agree in writing.

    3. Variation. Any variation of the Contract only has effect if it is confirmed by authorised representatives of both parties in writing.

    4. Waiver. If Brikl does not insist that the Licensee performs any of its obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

    5. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

    6. Third-party rights. No one other than a party to this Contract, their successors and permitted assignees shall have any right to enforce any of its terms.

    7. Further assurance. Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.

    8. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter.

    9. Language. These Terms and the Contract are made only in the English language.

    10. Licensee copy. Licensee should save a copy of these Terms for future reference.

    11. Version. May 2021