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 10 (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 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 website www.brikl.com and www.brikl.io.   
    2. Contacting us. To contact us telephone our customer service team at (+32) 78-480-622 or e-mail info@brikl.com. How to give us formal notice of any matter under the Contract is set out in clause 14.2.
  2. OUR SERVICES
    1. Our Platform (the “Platform”) provides an online service to help you (the Licensee and you) sell goods to buyers online and to produce digital representations of physical product samples, sketches or drawings (“Digitisations”).
    2. 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 the Licensee the right to terminate our Services. 
    3. 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. 
  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. Brikl may reject their application for an Account, or cancel an existing Account, for any reason, in our sole discretion. 
    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. 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, 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 of Service. 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 of Service.
    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 of Service 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 a Stripe Connect account.
    7. Brikl shall not provide, and shall have no liability under this agreement or otherwise in respect of, any services relating to the registration, purchase monitoring or deactivation of domain names.
  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. 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 reproduce, duplicate, copy or re-sell any part of the Platform in contravention of these terms; 
      3. Not 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; or 
        4. any equipment or network or software owned or used by any third party in relation to the Platform. 
      4. Not to reverse engineer the Platform or any associated software and materials;
      5. The Platform 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 unauthorised 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.
    2. 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 Accounts;
      3. we may remove or restrict access to our Services;
      4. we may be entitled to terminate the contract under clause 12 (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. SUBSCRIPTION 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. Subscriptions are for various durations as advertised on our Platform (Subscription Period). The Subscription will automatically renew for a further Subscription Period (as applicable), unless the Licensee cancels the Subscription by sending a cancellation request by email to Brikl at info@brikl.com at least 10 working days prior to expiry of the current Subscription Period. 
    4. A fee is chargeable for access to our Subscriptions (Subscription Fee).  The amount of the Subscription Fee and payment plan will be as advertised on our Platform.
    5. If the Licensee wishes to change the Subscription after the Subscription Period has begun, and we agree to such change, we will modify the Subscription Fee accordingly.
    6. 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). The charges payable for Additional Services will be as advertised on our Platform. Payment for Additional Services will be taken at the beginning of each calendar month by the same payment method used to pay for the Subscription Package. 
    7. Brikl may change the amount of the Subscription Fee or the Additional Service Fee at any time. In the event that Brikl changes the amount of the Subscription Fee or the Additional Service Fee, Brikl will send the Licensee notice of the changes by email in advance. In respect of Subscription Fees, the change will take effect from the next Subscription Period following the date of the change. In respect of Additional Service Fees, the changes will take effect after 7 (seven) days. The Licensee will be deemed to accept the new price if the Licensee does not unsubscribe from the Service as set out in clause 7.3.
    8. We take all reasonable care to ensure that the prices stated on our Platform are correct , however, please see clause 7.10 for what happens if we discover an error in the price of the Additional Services or Subscriptions ordered.
    9. 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 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 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 recognised by you as a mispricing, we may cancel the supply of the Services or Subscription and refund the Licensee any sums paid.
    10. Brikl may in its sole discretion offer a free trial period, a reduced or waived Subscription Fee, 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 to 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 Subscription Period. Brikl will not be responsible for any credit card, bank or similar charges. 
    2. The Licensee will be provided with an electronic invoice within seven days of the beginning of the month following payment. For any failed or cancelled payments, a EUR 50 administration fee will be levied.  
    3. 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.
    4. 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).
    5. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services the Licensee must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as the Licensee pay the Charges. 
  9. INTELLECTUAL PROPERTY RIGHTS
    1. All intellectual property rights in or arising out of or in connection with the Platform 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, trade marks, design rights, patents and rights to inventions.  
    2. 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 and 9.2 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.
    3. Any known or suspected infringement of intellectual property rights should be reported to: info@brikl.com
  10. LIMITATION OF LIABILITY
    1. Nothing in these terms limits or excludes our liability for:
      1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation.
    2. Subject to clause 10.1, 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 indirect or consequential loss.
    3. Subject to clause 10.1, 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. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services or Platform. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise are, to the fullest extent permitted by law, excluded from these Terms. 
    5. In no event will Brikl be liable for the acts, omissions or failures of the Licensee using the Platform. 
    6. The Licensee is responsible for ensuring the accuracy and suitability of any Digitisations 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 Digitisations, 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, Digitisations. It is the Licensee’s responsibility to ensure accuracy.
    7. We do not guarantee that the Platform will be secure or free from bugs or viruses. The Licensee is responsible for configuring their information technology, computer programs 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 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. 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. 
    10. This clause 10 will survive termination of the contract between Brikl and the Licensee.
  11. 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 11.2. “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 Digitisations 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 our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11.2; 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 our respective obligations under these Terms.
  12. TERMINATION
    1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate our contract with immediate effect by giving written notice to the Licensee if:
      1. The Licensee commits a material breach of any term of these Terms;
      2. The Licensee fails to pay any amount due;
      3. 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;
      4. The Licensee suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      5. The Licensee’s financial position deteriorates to such an extent that in our opinion its capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.
    2. Termination of the Contract will not affect the Licensee’s or Brikl’s rights and remedies that have accrued as at termination.
    3. 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.
  13. NON-SOLICITATION
    1. 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.
  14. COMMUNICATIONS 
    1. Termination of the Contract will not affect the Licensee’s or Brikl’s rights and remedies that have accrued as at termination.
    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.
  15. THESE TERMS
    1. Brikl may change these Terms at any time. We will notify the Licensee of such changes at least 14 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, the Licensee will be deemed to accept the changes. 
  16. GENERAL
    1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. 
    2. Status. Nothing in this agreement 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. No Member shall be deemed an employee or contractor of Brikl. 
    3. 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. 
    4. Variation. Any variation of the Contract only has effect if it is confirmed by authorised representatives of both parties in writing.
    5. 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.
    6. 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.
    7. Third party rights. Except as expressly provided in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 
    8. Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Belgium. 
    9. 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 agreement.
    10. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    11. Language. These Terms and the Contract are made only in the English language.
    12. Licensee copy. Licensee should save a copy of these Terms for future reference.
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