General Terms and Conditions: These General Terms and Conditions.
BrightAnalytics: BrightAnalytics BV, Bruggesteenweg 311 box 2.2, 8830 Hooglede, registered in the Kruispuntbank van Ondernemingen under number 0555.899.773.
Demo: Demo version of the Platform that the (potential) customer can use for a period of fourteen (14) calendar days before entering into an agreement with BrightAnalytics.
User: any user of the platform.
Intellectual property rightsAll (registered and unregistered) trade names, trademarks, domain names, copyrights, logos, design rights, database rights, trade secrets, patents, inventions, works, models, designs, processes/methods, technologies, systems, know-how rights, source and source codes and all designs, software, documents and all other materials developed and/or used in the preparation or execution of the Platform and the Transfer or as a result thereof, as well as all other industrial and intellectual property rights.
Assignment: description of the services and goods, including, but not limited to, setup of and access to the Platform and a subscription to Software as a Service (“SaaS”) and any additional modules that Customer wishes to receive and the corresponding price as described in the offer received by Customer.
Client: the party that places the task with BrightAnalytics.
Deal: (i) the task placed by the customer and accepted by BrightAnalytics; and (ii) these general terms and conditions.
Parties: collective term for Customer and BrightAnalytics, each of which is a Party.
Platform: BrightAnalytics’ digital platform available on BrightAnalytics’ servers.
2.1 BrightAnalytics reserves the right to unilaterally change these General Terms and Conditions at any time.
2.2 These general terms and conditions apply to all agreements and to the use of the demo.
2.3 These General Terms and Conditions have been communicated in advance to the customer, who has accepted them. BrightAnalytics expressly rejects the applicability of the customer’s general terms and conditions, regardless of when they were communicated.
2.4 If there is any discrepancy or ambiguity between the content of the assignment and the General Terms and Conditions, the content of the assignment shall prevail.
2.5 If any of the provisions of the General Terms and Conditions or the Agreement should be invalid or void, only the part of this article that is invalid or void shall be deleted. The remainder of this article and the other articles remain in force. The invalid or void part must be replaced by a provision with equivalent economic effect, unless the invalidity of such a provision nullifies any benefit for the performance of the assignment.
After registering for this, any potential customer will be given the opportunity to use the demo free of charge for a period of fourteen (14) calendar days from registration. After this period, the demo can no longer be used.
4.1 All offers regarding an assignment are non-binding without acceptance by BrightAnalytics.
4.2 An assignment is accepted and the agreement enters into force (i) after a written confirmation from BrightAnalytics of the assignment signed by the customer; or (ii) at the time BrightAnalytics begins performing the task.
4.3 The Agreement contains the complete agreement between the parties and replaces all previous communication in this respect and/or an oral or written proposal prior to the conclusion of the Agreement.
4.4 The assignment can only be changed with the written consent of the parties.
5.1 Customer shall ensure that all information, documents, instructions and codes requested and required by BrightAnalytics for the proper and timely performance of the Assignment are made available to BrightAnalytics in a timely manner and in the form and manner requested by BrightAnalytics.
5.2 BrightAnalytics is not liable for delays and/or additional costs resulting from incomplete and/or late delivery of data, documents, instructions and/or codes by Customer.
5.3 Customer shall cooperate in good faith, including providing personnel with an appropriate level of knowledge and experience to adequately answer BrightAnalytics’ questions and to properly manage the Project.
5.4 The Customer must ensure that BrightAnalytics is immediately informed of conditions and circumstances that may be relevant to the correct and timely performance of the assignment or that may jeopardize this performance.
5.5 Customer is solely responsible for the accuracy, completeness and reliability of the data, documents, instructions and codes made available to BrightAnalytics, even if they come from third parties.
5.6 The additional costs resulting from the Customer’s violation of this article 5, including costs resulting from delays in the execution of the assignment, shall be borne in full by the Customer.
6.1 All activities to be performed by BrightAnalytics shall be performed to the best of its knowledge and ability, in accordance with the requirements of good workmanship and using the latest technology and know-how available to BrightAnalytics. BrightAnalytics will only be committed to the means, not the outcome.
6.2 BrightAnalytics reserves the right to work with its designated employees or with independent consultants during the performance of the assignment, hereinafter collectively referred to as “Employees”.
6.3 BrightAnalytics shall determine how and by which employees the assignment is to be performed, but shall to the greatest extent possible take into account the reasonable requirements expressed by the Customer.
6.4 BrightAnalytics may, in consultation with Customer, perform additional work and charge Customer for this.
6.5 If the customer wishes to involve third parties in the performance of the assignment, he may only do so after consultation with and with the prior written consent of BrightAnalytics. BrightAnalytics reserves the right to revise the schedule and price.
7.1 All delivery times stated by BrightAnalytics are for guidance only and are not binding. Delivery terms are always stated in working days.
7.2 BrightAnalytics is not liable for failure to meet a delivery deadline or for any (direct or indirect) costs, damages or losses resulting therefrom. Delays in delivery and any resulting additional costs do not entitle the customer to terminate the assignment, refuse delivery or suspend payment of the underlying invoices.
8.1 In the event that the Customer wishes to make a change to the assignment during the execution of the agreement, this must be notified in writing to BrightAnalytics. In this case, BrightAnalytics reserves the right to adjust the execution schedule and price.
8.2 When BrightAnalytics receives Customer’s requests or new needs, BrightAnalytics will analyze them and if, in BrightAnalytics’ opinion, they appear to require a modification to the engagement, BrightAnalytics will provide a quote for a modified engagement within a reasonable time, specifying the changes, including, but not limited to, implementation schedule and pricing.
8.3 The Customer shall be deemed to have approved this amended assignment after the expiry of three (3) working days after the submission of the offer, so that the assignment – as amended – continues to be performed on the amended terms, including with regard to planning and prices.
8.4 BrightAnalytics also has the right, after analyzing the requested changes, to indicate that they cannot be carried out; in that case, the Parties will continue to carry out the assignment as originally agreed and, if necessary, negotiate to have the requested changes carried out within the framework of another assignment.
9.1 The price to be paid by Customer to BrightAnalytics is stated in the assignment and any additional quotations in the event of changes to the assignment as referred to in article 8. All prices quoted are exclusive of VAT and other taxes applicable at the time of payment and payable by the customer.
9.2 BrightAnalytics reserves the right to charge additional costs per user beyond the number of users originally stipulated in the assignment.
9.3 BrightAnalytics reserves the right to increase the price during the term of the assignment, after the first year and after each year after the effective date of the assignment. This increase shall not exceed the result of the following formula: P=P0 (0.8 S/S0 +0.2) P= new costs P0= current costs S0= reference hourly price as set by Agoria on the effective date of the transfer S= reference hourly price as set by Agoria on each anniversary of the effective date.
9.4 BrightAnalytics reserves the right to charge a travel allowance of 0.40 EUR/km.
9.5 Unless otherwise agreed, Customer expressly accepts electronic invoicing from BrightAnalytics.
9.6 Invoices must be paid in cash to the account number stated on the invoice. The payment of an invoice cannot be suspended due to a delay in the performance of the assignment, an alleged defective or incomplete delivery or for any other reason.
9.7 If the invoice is not paid on the due date, the amount due will be increased ipso jure and without notice by (i) interest at 1% per month from the due date until the invoice amount is paid in full; and (ii) compensation of 10% of the invoice amount with a minimum of EUR 125, without prejudice to BrightAnalytics’ right to claim the actual damage suffered.
9.8 If an invoice is not paid on the due date, all outstanding and future amounts are immediately due and payable. In this case, BrightAnalytics reserves the right to revoke previously granted discounts and suspend its services and work until all arrears have been paid, without prior notice to the customer.
9.9 Customer shall reimburse BrightAnalytics for all costs incurred in connection with the collection of unpaid and past due invoices, including, but not limited to, legal and attorneys’ fees.
9.10 Royalties, licenses, DNS registration fees and all purchases made in connection with the transfer with an individual sales value of less than 250 EUR will be invoiced additionally to the Customer.
9.11 Any protest against an invoice must be notified to BrightAnalytics by registered letter within eight (8) working days from the invoice date. If no objection is made in due time, the invoice, the services provided and the goods to which the invoice relates shall be deemed to have been accepted in full.
10.1 Unless otherwise agreed, the agreement is for an indefinite period. The parties may terminate the Agreement at any time by registered letter with a notice period of two (2) months starting three (3) working days after the registered letter has been sent.
10.2 In the event that Customer terminates the agreement of indefinite duration in accordance with clause 10.1 before the assignment has been fully completed, BrightAnalytics has the right to i) the Customer’s full payment of the agreed price for the setup of the Platform, if it has not yet been paid in full at that time; and ii) The Customer pays two (2) months’ fee for the SaaS subscription and any additional modules, regardless of whether or not the Customer continues to use the Platform during the termination period as mentioned above.
10.3 If the assignment states a specific duration, the agreement is limited in time and cannot be terminated prematurely. Article 10.1 and 10.2 shall not apply in this case.
10.4 If the customer nevertheless terminates the fixed-term agreement prematurely, the full agreed contractual amount as stated in the assignment for the remaining period is due for payment immediately, irrespective of BrightAnalytics’ right to claim additional compensation.
10.5 In the event of premature termination of the agreement, BrightAnalytics is not obliged to pay damages or compensation to the customer and BrightAnalytics is never obliged to refund amounts already paid by the customer.
10.6 Either party may unilaterally terminate the Agreement with immediate effect by registered letter without prior notice and without prejudice to the right to compensation if the other party is insolvent, declared bankrupt or if a receiver, administrator or liquidator is appointed or if the other party ceases its activities for any other reason.
10.7 BrightAnalytics may also unilaterally terminate the agreement with immediate effect by registered letter without prior notice and without prejudice to the right to compensation if the customer fails to comply with its payment obligations covered by article 9.
10.8 Termination of the Agreement does not relieve the Customer of its obligation to pay the amounts already due under the Agreement.
10.9 Except for the situations referred to in Article 10.6 and 10.7, upon termination of the Agreement, BrightAnalytics shall, for a period of three (3) months after termination, cooperate in transferring the Work already performed to third parties. To the extent that this transfer results in additional costs for BrightAnalytics, the customer is obliged to reimburse them.
10.10 Upon termination of the assignment, each party shall immediately transfer to the other party all goods, items, documents and electronic media in its possession that are the property of the other party.
11.1 During the performance of the Assignment, Customer and BrightAnalytics shall communicate validly with each other by means of e-mail.
11.2. The parties expressly recognize that electronic carriers and e-mails have the same evidentiary value as signed documents.
11.3 The parties acknowledge that the use of electronic means of transportation may involve risks including, but not limited to, distortion, delay or viruses. The parties expressly agree not to hold each other liable for any damage that may arise from the use of electronic media and e-mails. In any event, the parties undertake to do everything reasonable to avoid such damage.
12.1 Customer acknowledges that it may only use the Platform for internal business purposes and expressly declares that its use and that of its employees or designated employees will comply with all applicable laws.
12.2 The Customer must take all necessary measures to prevent viruses or other malicious software from damaging the Platform.
12.3 The Customer must not: (i) use or copy the Platform other than for Customer’s business purposes; (ii) use the Platform, including the server and storage capacity provided, to commit infringement or cause damage or inconvenience to BrightAnalytics or third parties; (iii) decompile, reverse engineer or attempt to derive, reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms in any way or disclose the Platform, except to the extent expressly permitted by applicable law; (iv) encumber the platform with a mortgage or security interest; (v) take any action that may result in the source code of the Platform becoming publicly available; (vi) use the Platform in a manner not expressly permitted under the Agreement, or in a manner that is illegal or harmful, or that is intended to achieve an illegal or harmful purpose or activity; and (vii) circumvent technical or other protective measures made available by the Platform.
12.4 Customer shall at all times ensure that no data, files, software, metatags, hyperlinks, deeplinks to be used in connection with the Platform or other services provided by BrightAnalytics or similar references or information that may be actionable or infringing are present on the equipment provided by BrightAnalytics in connection with the performance of the Assignment.
12.5 Customer is prohibited from using illegal software or software whose license conditions are not complied with in connection with the Platform. Spamming is prohibited on all equipment and systems provided by BrightAnalytics. Customer agrees to promptly comply with any request by BrightAnalytics and any reasonable request by third parties to remove, make unavailable or modify the Content. The Customer waives any right to claim damages in connection with such removal. Thus, BrightAnalytics does not allow, among other things, pornographic material, nor does BrightAnalytics allow websites from which goods are offered that are contrary to public order, morality or the rules of market practice, or that constitute any other illegal practice. Nor may activities be carried out on the servers that violate protected works or the protection of privacy or that are punishable by law.
12.6 Customer undertakes to immediately notify BrightAnalytics of any actual, threatened or suspected improper use of the Platform.
13.1 In no event shall BrightAnalytics be liable for indirect or consequential damages, including but not limited to commercial or financial losses (including but not limited to loss of profits or revenue), loss of data, loss of or damage to equipment, loss of goodwill, damage to reputation, nor shall BrightAnalytics be liable for losses resulting from legal action by third parties against the customer, errors caused (in)directly by an act of the customer, damages caused by improper use of services, products and software as a result of third party tasks or defects in products and services.
13.2 Without prejudice to the application of article 13.1, the total liability of BrightAnalytics shall not exceed the total price of the assignment. In any event, BrightAnalytics will never be liable for an amount higher than the amount paid out under the liability insurance taken out by BrightAnalytics.
13.3 Customer is solely responsible for the correct use of the Platform, taking into account BrightAnalytics’ specifications, documentation and instructions as well as applicable legal provisions in this respect.
13.4 Customer shall indemnify and hold BrightAnalytics harmless from and against any claim arising out of the existence, performance or non-performance of the Agreement, which may be caused by BrightAnalytics’ own negligence or the negligence of one of its users.
13.5 The Customer is solely responsible for all transactions carried out on the Platform, such as payments, messages, etc. Customer agrees to indemnify and hold BrightAnalytics harmless without reservation from any claim that may be made by any third party in connection with these transactions. BrightAnalytics does not enter into the relationship between the customer and its customers and remains at all times a third party.
13.6 BrightAnalytics shall not be liable for failure to timely renew a license agreement with a third party supplier, payment of royalties and the like, or for any consequences thereof, even if the original license agreement was delivered by BrightAnalytics’ actions in connection with the assignment. The customer receives a copy of the license terms at the time of order and must supervise the renewal themselves.
14.1 BrightAnalytics provides a limited warranty against hidden defects, in particular defects that were not visible or could not reasonably be identified when accessing the platform and/or delivering the modules during the assignment and that occur within a period of eight (8) weeks thereafter.
14.2 BrightAnalytics warrants to the best of its ability that the Platform: (i) will operate without interruption, except for interruptions due to circumstances beyond its control or pre-notified and anticipated interruptions, (ii) will be free of viruses, except in the event of a cyber-attack or other illegal access to the Platform by a third party.
14.3 A claim based on the warranty provided will only be investigated by BrightAnalytics if the customer notifies its request by registered letter. Such a message will only be valid if: i) Customer has notified BrightAnalytics immediately upon discovery of the alleged defect; ii) the customer adequately describes the alleged defect(s); iii) Customer demonstrates that it could not reasonably have discovered the error earlier; Customer will provide additional information and documentation upon BrightAnalytics’ request during the investigation of the complaint; and (iv) the notification has been sent in accordance with the provisions of Article 25.
14.4 In the absence of a timely and valid claim under the warranty, the Customer shall be deemed to have irrevocably accepted the assignment.
14.5 If a latent defect is actually found, BrightAnalytics will make reasonable efforts to remedy the defects to the extent that the functionality is part of the assignment. This is the only form of remedy that BrightAnalytics is obligated to use.
14.6 For sold program codes and software from third parties, only the manufacturer’s/publisher’s warranty conditions apply. BrightAnalytics is not responsible for these and makes no warranty with respect to third party services or materials.
15.1 Without prejudice to Section 13 of these Terms and Conditions, Customer shall indemnify BrightAnalytics against any liability, damage, fine, claim, judgment, proceeding and costs and expenses of any kind, including all reasonable attorneys’ fees, arising out of the existence, performance, non-performance and termination of the Agreement, and which: (i) is caused by the Customer and/or any of its Users’ own negligence, error, offense or criminal violation; and (ii) is brought by a third party, including, but not limited to, any third party claim that has its basis in: a) false, inaccurate or outdated information provided by Customer to BrightAnalytics; b) the processing of personal data in connection with the agreement, which the customer has provided to BrightAnalytics and which BrightAnalytics has therefore lawfully obtained; or (c) registration of a domain name.
16.1 BrightAnalytics or the customer is in a situation of force majeure if one of them finds itself in a temporary or definitive impossibility to fulfill the obligations entered into under the agreement, due to an extraneous cause not attributable to the same party and which could not be foreseen at the time the agreement was concluded.
16.2 Examples of force majeure (not exhaustive) include strikes, fires, wars, military operations, governmental acts or omissions, natural disasters, national and local emergencies, epidemics, business interruptions, energy interruptions, failure of a (telecommunications) network or connection or communication systems used or unavailability of the Platform at any time, network attacks, network failures, failure or delay in delivery by suppliers or other third parties used and reduced or non-functionality of third party networks, systems and equipment.
16.3 In any event, force majeure on the part of the Customer does not include staff shortages, strikes or financial problems on the part of the Customer. Force majeure can never be invoked with regard to payment obligations.
16.4. The party invoking force majeure must notify the other party of the force majeure situation as soon as possible. In the event of temporary force majeure, the party invoking force majeure shall be entitled to suspend and/or extend the period of performance of the contract for the duration of the force majeure situation. The party invoking force majeure shall notify its contracting party as soon as possible (i) if the force majeure situation ceases and the obligations under the contract can be resumed; or (ii) if the temporary force majeure became permanent, resulting in the termination of the agreement. A definitive force majeure may occur if the force majeure situation lasts longer than two (2) months. Both in the case of temporary force majeure during the suspended period and in the case of termination due to permanent force majeure, the party invoking force majeure is not liable for damages.
17.1 Each Party shall treat as confidential all non-public information received from the other Party in connection with the implementation of this Agreement; such information shall be used only within the scope of and for the purposes of this Agreement, and such confidential information and materials shall be disclosed only to persons who need to have access to it within the scope of this Agreement or under a legal obligation to disclose it. Both parties must make every effort to respect this confidentiality and ensure that this confidentiality obligation is observed by employees and third parties.
17.2 All confidential information and materials made available to either party within the scope of this Agreement shall be and remain the sole and exclusive property of the releasing party and shall be returned to the owner or, to the extent agreed by the parties, destroyed upon termination of this Agreement or as soon as no longer required.
17.3 Neither party may reproduce or distribute the Confidential Information and materials, directly or indirectly, in whole or in part, orally or in writing, without the prior written consent of the other party, unless necessary for the performance of the Agreement.
17.4 This provision shall also apply after termination of the agreement, for whatever reason, and shall be observed by the parties.
18.1 BrightAnalytics complies with the relevant applicable legislation in relation to the processing of personal data. BrightAnalytics treats personal data confidentially and informs all persons who necessarily have access to this data of its confidential nature.
18.2 BrightAnalytics believes that the personal data provided by Customer to BrightAnalytics in connection with the Engagement has been lawfully obtained and managed by Customer. Customer indemnifies BrightAnalytics against all possible claims from third parties and persons involved in the case.
18.3 BrightAnalytics reserves the right, but is not obliged, to remove data that is deemed to be in breach of (i) the terms of the Agreement or otherwise inappropriate, (ii) the rights of third parties; or (iii) applicable laws and regulations.
19.1 All intellectual property rights are the exclusive property of BrightAnalytics or its suppliers. The Agreement is not intended to grant any assignment or license of the intellectual property rights.
19.2 The Customer is granted a personal, non-exclusive and non-transferable right of use, limited to the use of the Platform for its own internal purposes as specified in the Assignment and during the term of the Agreement, and this on condition of compliance with the payment obligations as set out in Article 9. The Customer undertakes to immediately notify BrightAnalytics of any actual, threatened or suspected infringement of its intellectual property rights of which the Customer is aware.
19.3 If explicitly agreed in the Agreement, the Customer is granted a non-exclusive and non-transferable right of use, limited to the use for its own internal purposes of well-defined products for the agreed assignment, and this on condition that it complies with the payment obligations pursuant to Article 9.
19.4 Customer may not, without the prior written consent of BrightAnalytics, publish, reproduce or in any way make products and results of the assignment available to third parties in any way, in whole or in part, without the prior written consent of BrightAnalytics.
19.5 Customer expressly authorizes BrightAnalytics to refer to Customer’s name, logo, company name or trademarks, as well as the work performed under the Agreement, both for internal purposes and in connection with commercial purposes such as promotions, advertisements, …
20.1 BrightAnalytics has the right to (i) assign its rights arising from the contract and its performance (in whole or in part); or (ii) during the performance of the assignment, subcontract any part of it to third party subcontractors as it deems necessary or desirable, without the prior written consent of the customer.
20.2 When BrightAnalytics uses subcontractors, all communication between the customer and the subcontractors will take place through BrightAnalytics, unless otherwise agreed.
20.3 BrightAnalytics shall in any event remain liable to Customer under the Agreement for all work performed by BrightAnalytics’ subcontractors, unless the subcontractor is expressly selected by Customer, albeit after consultation or advice from BrightAnalytics, in which case BrightAnalytics’ liability to Customer for the work entrusted to the subcontractor is completely excluded. In the latter case, the customer must contact the subcontractor directly.
20.4 Customer may not transfer the Agreement or any part of it to a third party without BrightAnalytics’ prior written consent, regardless of the form of the transfer. In any event, Customer remains jointly and severally liable to BrightAnalytics for any obligation under or breach of the Agreement.
The Agreement does not make BrightAnalytics the agent or representative of Customer, which has no authority or power over BrightAnalytics and its personnel and vice versa. The parties operate independently of each other and there must be no subordinate relationship of any kind. BrightAnalytics does not intervene in the relationship between the customer and its customers. It remains a third party at all times.
22.1 Customer is expressly prohibited from performing acts of non-solicitation, directly or indirectly, with respect to any employee, consultant or any other person working for BrightAnalytics during the term of the Agreement and for one (1) year after termination of the Agreement.
22.2 If Customer is in breach of the provisions of this article, it shall be obliged to pay BrightAnalytics damages set at a fixed amount equal to one year’s gross salary costs of the recruited person, without prejudice to BrightAnalytics’ right to claim additional damages if and to the extent that BrightAnalytics demonstrates that the actual damage exceeds the fixed amount of damages.
23.1 Customer shall designate at least one person who shall communicate with BrightAnalytics under the Agreement, who can and may make decisions, and who shall have access to data, reports and logs related to the hosting activity. It is the customer’s responsibility to ensure that this person/persons are available and to keep the contact details up to date at all times. If the contact person is changed for any reason, BrightAnalytics must be notified.
23.2 All data generated by the systems hosted or stored for the Customer in connection with the execution of the Agreement (reports, log files, files, etc.) belong to the Customer and are considered confidential information within the meaning of Article 17. The costs of making this data available and access to it shall be borne by the Customer. The customer is solely responsible for the accuracy, quality, integrity, legality, reliability, suitability and copyright of all data.
BrightAnalytics’ failure to exercise a right shall in no way be deemed a waiver of that right.
25.1 All notifications to BrightAnalytics referred to in this Agreement must be made in writing to BrightAnalytics BV to BrightAnalytics BV, to the attention of the Financial Director, Bruggesteenweg 311 box 2.2, 8830 Hooglede, by registered letter with acknowledgement of receipt or by courier service. Such letter shall be deemed to be received three (3) working days after the date of sending the letter.
25.2 An e-mail to the following e-mail address: firstname.lastname@example.org is permitted, provided that an explicit read confirmation has been requested and received. Such email notification shall be deemed to have been received and shall be effective from the date of the read receipt.
Those provisions of the Agreement which by their nature and scope are intended to survive the term of the Agreement, including but not limited to Article 17 and Article 19, shall survive the termination of the Agreement.
27.1 The parties shall always endeavor to first resolve any dispute amicably. All disputes between the parties regarding the validity, interpretation or execution of the agreement are subject to Belgian law and shall be settled in accordance with it.
27.2 The courts of Bruges have exclusive jurisdiction to hear all disputes between BrightAnalytics and the customer.