Effective date: April 5, 2024
This document, known as the Briced Customer Agreement, outlines the terms and conditions under which Stormly BV provides its services through Briced. Stormly BV, the parent company of Briced, is located at Lutmastraat 1 3, 1072JL Amsterdam. Registered with the Chamber of Commerce under number 76248747.
By accepting this agreement, through methods such as signing up online, engaging in a separate contract, starting to use Briced's services, or other forms of acceptance including a free trial, you:
Stormly BV reserves the right to modify these terms, either on their website or through direct communication. Significant changes, as determined by Stormly BV, will be communicated effectively. Continued use of Briced's services indicates acceptance of the revised agreement. If you disagree with the updated terms, you must immediately cease using Briced's services and ensure your users do the same.
“Briced Content” includes all data, information, and materials owned or licensed to Stormly BV and incorporated within Briced Services and Applications, excluding Customer Data.
“Briced Services” are the CRM tools and services accessible via Briced Applications, possibly including Briced API access and other materials provided by Stormly BV as described in the Documentation.
“CCPA” stands for the California Consumer Privacy Act of 2018.
“Confidential Information” encompasses all information, regardless of recording or preservation method, disclosed by a party before or after the Effective Date. This includes information labeled as confidential or otherwise indicated as such, details pertaining to business, clients, plans, research, operations, product information, ideas, source codes, data, Intellectual Property Rights, and any information from the disclosing party's group of companies or third-party licensors.
“Customer” refers to a sole trader, corporate entity, or organization, that enters into the Briced Customer Agreement with Stormly BV.
“Customer Data” is all data, information, and materials inputted or uploaded to Briced Services by You or Your Users, or transmitted through the Services and any Integration App, including Personal Data. It encompasses data received from third parties and shared with Briced via an Integration App.
“Data Protection Legislation” encompasses the EU GDPR, European Directive 2002/58/EC, the UK DPA 2018, the CCPA, and any related legislation or regulation, including amendments, re-enactments, consolidations, and all applicable laws about personal data processing and privacy across relevant jurisdictions.
“Documentation” refers to user guides and other materials for Briced Services made available by Stormly BV to Customers and Developers, including Briced API documentation.
“Effective Date” is the day You start using Briced Services or accept this agreement, including any Free Trial from which this agreement's terms apply.
"EU GDPR” represents the General Data Protection Regulation 2016/679.
"Fees" are the charges applicable for Briced Services as per the chosen Plan.
"Free Trial” is a limited period during which Briced Services might be offered without fees, subject to Stormly BV's discretion. Post-trial, You are responsible for the Plan's fees. In the absence of a trial expiry date, service provision continues until Stormly BV requires a paid Plan or discontinues Your access.
"Initial Term" is the period following Your acceptance of this agreement or the end of a Free Trial, during which You agree to receive Briced Services and pay the Fees, as per the Plan.
"Intellectual Property Rights" include all forms of patents, copyrights, design rights, software rights, trademarks, domain names, data rights, confidentiality, and other intellectual and industrial property rights, applicable worldwide.
“Malicious Software” refers to viruses, malware, Trojan horses, and similar harmful software.
“Personal Data” is defined as per the applicable Data Protection Legislation.
"Plan" is the subscription model chosen during sign-up, detailing support levels, features, and data limits of Briced Services, which can be altered in your account or by Stormly BV upon request.
“Renewal Term” is the period following the Initial Term, granting continued access to Briced Services and payment of Fees, matching the Initial Term's duration.
“Seats” are the maximum number of user slots available under the Briced Customer Agreement for using Briced Services, as per the Plan.
“Term” is the overall duration of this Briced
a) Any singular terms used shall also encompass their plural forms;
b) The term "person" shall be understood to include both natural individuals and legal entities, such as corporations;
c) The term “party” refers to either Briced or the Customer, and “parties” denotes the collective reference to both Briced and the Customer;
d) The headings of clauses in this agreement are provided solely for ease of reference and do not influence the interpretation of this Briced Customer Agreement;
e) The use of the word "including" or any similar expressions within this agreement should be interpreted as illustrative and does not limit the scope of the words preceding it;
f) Any references to legislation are to be considered as inclusive of any amendments, extensions, or re-enactments of such legislation, as well as any subordinate legislation made under the aforementioned legislation.
2.1. Under the terms of this Briced Customer Agreement, and contingent on the full and timely payment of all relevant Fees, or acceptance of this agreement in the case of a Free Trial, Stormly BV commits to providing the Briced Services to You as per the Plan chosen during the sign-up process or as may be mutually agreed within the Briced Applications.
2.2. You acknowledge and accept that Stormly BV exclusively reserves the right to determine the development direction of Briced Services, including the Briced Applications and the Briced API. Stormly BV may, at its sole discretion, modify, add, or remove features from the Briced Services at any time, without any liability for compensation or other remedies to You.
3.1. This Briced Customer Agreement will govern Your and Your Users’ use of the Briced Services starting from the Effective Date.
3.2. Unless terminated earlier as outlined in Clause 15, this agreement remains effective for the Initial Term and continues indefinitely through successive Renewal Terms. These Renewal Terms automatically apply unless either party requests termination at least fourteen (14) days before the end of the Initial Term or the current Renewal Term, as applicable.
4.1. Under this Briced Customer Agreement, and subject to full and timely payment of all applicable Fees by You to Stormly BV, or in the case of a Free Trial, your agreement to this agreement, Stormly BV grants you a limited, non-transferable, non-exclusive, non-sublicensable, and revocable license for the Term, subject to
i) the number of Seats you have purchased under the current Plan;
ii) the terms and limitations of the Plan (including data storage, API calls, and data enrichment limits) or as set by Stormly BV;
iii) the terms in this agreement and any Documentation, to:
a) access and use Briced Servicesand permit Your Users to access the Services in a non-downloadable, view-only format, strictly for internal business purposes and subject to reasonable use as determined by Stormly BV;
4.2. You grant Stormly BV a non-exclusive, worldwide, fully paid-up, royalty-free, irrevocable, sublicensable license for the Term to use your Customer Data as necessary to provide the Briced Services under this agreement.
4.3. You may not sublicense the right to access and/or use Briced Services to third parties. All rights to Briced Services and Applications (excluding Customer Data) are reserved to Stormly BV.
4.4. You and Your Users must not:
a) reverse engineer, decompile, disassemble, or otherwise attempt to uncover the source code or underlying structure of Briced Services or Applications, unless legally permissible;
b) resell or provide Briced Services;
c) modify, translate, or create derivative works based on Briced Services or Applications;
d) exceed or circumvent any usage limitations set by Stormly BV, related to API calls, storage, data enrichment, or other functionalities, depending on the Plan;
e) use Briced Services for timesharing, service bureau purposes, or for third-party benefits;
f) remove proprietary notices from Documentation, Services, or Applications;
g) allow third-party access to Briced Services, or use them on behalf of third parties;
h) create links to Briced Services or Applications, frame, or mirror content, unless expressly permitted for Integration Apps or otherwise authorized by Stormly BV in writing;
i) circumvent security, tamper with, or disrupt Briced Services, Applications, or associated systems;
j) employ techniques to pool connections or reduce direct user access to circumvent usage restrictions;
k) distribute Malicious Software through the Integration App;
l) upload or transmit content that infringes rights, is defamatory, false, obscene, incites violence, or violates laws through the Integration App;
m) impersonate entities or misrepresent relationships;
n) engage in or support fraudulent activities;
o) provide false identity information;
p) seek unauthorized access to Briced Services, Applications, or related systems and networks;
5.1. You will designate one or more natural persons as the Administrator responsible for communication with Stormly BV, managing the Plan, and adding or removing Users. This Administrator must have authority to bind you, and another authorized representative can change the Administrator.
5.2. The Administrator can add or remove Users during sign-up or in your account settings by providing their email addresses. By adding Users, you authorize us to contact them about Briced Services. Ensure you have informed and obtained consent from these Users before adding them, and only provide their work email addresses.
5.3. The Administrator must adhere to the Plan, adding or removing Users within the paid-for Seats limit. If your Plan covers only one Seat, you will be the Administrator and cannot add Users without upgrading the Plan.
5.4. Ensure all Users read this agreement, especially the restrictions, and accept the Acceptable Use Policy before using Briced Services.
5.5. Notify Stormly BV immediately of any breaches of this agreement by you or a User.
5.6. You are responsible for all access to Briced Services by your Users and for securing all login credentials. You remain accountable for all activities under any User account or API key.
5.7. Maintain accurate records of Users and provide them to Stormly BV upon request.
5.8. Promptly inform Stormly BV of any unauthorized access or use of Briced Services and assist in preventing further unauthorized use.
5.9. Stormly BV may collect and process data, including Personal Data, about User usage of Briced Services for security, compliance, and software enhancement purposes.
6.1. All Fees are payable in advance, either annually or monthly, based on the chosen Plan.
7.2. Payment may not be required during a Free Trial. Stormly BV reserves the right to manage the availability of Free Trials.
6.3. Briced Services are offered under various Plans with different features and Fees. Changes to higher-priced Plans can be made anytime, while downgrading to a lower-priced Plan can only occur after the Initial Term.
6.4. Request Plan changes through your account management page or by contacting Briced customer support.
6.5. Users' access to Briced Services depends on the Plan paid for by you.
6.6. Payment is immediately due upon invoicing. By providing payment details, you authorize Stormly BV to charge any outstanding invoices, including Fees for Renewal Terms.
6.7. Additional Fees apply if the number of Users exceeds the purchased Seats.
6.8. Fees are non-refundable, except as specified in Clause 15.4. Seat changes only take effect in the next Renewal Term.
6.9. Stormly BV may modify Fees with 30 days' notice, effective at the end of the current Term.
6.10. In case of failed payments, Stormly BV may suspend Services or charge interest on overdue amounts.
6.11. Fees exclude VAT and relevant taxes, which you are responsible for as per applicable law.
7.1. Briced Services are offered "as is" and "as available" without any warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or performance.
7.2. Stormly BV does not guarantee that Briced Services, will be uninterrupted, secure, error-free, or available at all times. No warranty is made regarding the outcomes obtained from the use of Briced Service. Stormly BV is not responsible for any damage to your or any User’s computer system, data loss, or other harm resulting from your access or use of Briced Services or any Integration App. Information or advice obtained from Stormly BV will not create any warranty not explicitly stated in this agreement.
7.3. If technical, legal, or operational issues prevent Stormly BV from fulfilling a provision in this agreement, Stormly BV may deem the provision non-binding at its discretion. Your only remedy in such cases is to terminate the agreement with thirty (30) days’ notice, without any right to damages or refunds.
8.1. This agreement does not transfer ownership of Intellectual Property Rights from one party to the other, except as stated in Clause 9.5.
8.2. Stormly BV retains ownership of all Intellectual Property Rights in Briced's brands, trademarks, logos, Services, Applications, and Content (excluding Customer Data). You must not use Stormly BV’s Intellectual Property Rights without written consent, except as allowed under this agreement.
8.3. If you become aware of misuse of Stormly BV’s Intellectual Property Rights, you must inform Stormly BV and assist in protecting these rights, without initiating legal action independently.
8.4. You retain ownership of all Intellectual Property Rights in Customer Data. You warrant that you have the right to grant the license for Customer Data and that its use by Stormly BV will not infringe third-party rights.
8.5. Any Feedback you or Users provide about Briced Services is assigned to Stormly BV, who may use it without restriction or compensation.
9.1. You warrant that you have the right to grant rights under this agreement, that your Customer Data and Integration Apps comply with all laws and do not infringe third-party rights, that you will obtain necessary consents, that you will not introduce Malicious Software into Briced Services, and that you will use updated anti-virus software.
9.2. You warrant that Integration Apps will be of satisfactory quality, comply with this agreement and applicable laws, not impair Briced Services or API functionality, contain no Malicious Software, and only use Customer Data as necessary and lawful.
You will indemnify Stormly BV against losses arising from your or your Users’ use of Briced Services, any Integration App, Customer Data, against all third-party claims, including claims on the basis of (an alleged) breach of third-party rights, including but not limited to persons whose personal data are processed by Stormly on the instructions of the Client. The Client will assist Stormly both in and out of court if Stormly is held liable in this connection. The Client will perform immediately all acts that may be expected of it in such cases. If the Client fails to implement adequate measures, Stormly will have the right to implement these itself without giving notice of default. All costs and damage on the part of Stormly and third parties that arise as a result thereof will be for the account and risk of the Client.
11.1. Liability is not limited for death or injury due to negligence, fraud, payment obligations, or other areas prohibited by law.
11.2. Subject to Clause 12.1, Stormly BV is not liable for indirect or consequential losses arising from the use of Briced Services or Integration Apps, including data or profit loss.
11.3. Stormly BV's total liability is limited to Fees paid by you in the 12 months preceding the claim.
12.1. Each party will protect the other's Confidential Information and use it only as necessary for this agreement. On termination, all Confidential Information must be returned or certified as destroyed.
12.2. Information is not confidential if it is publicly known, lawfully obtained, or required by law to be disclosed.
12.3. Confidential Information can be disclosed if legally required.
12.4. Briced Services and Applications and this agreement's terms, including pricing, are Stormly BV's Confidential Information. Your Customer Data is your Confidential Information.
12.5. Stormly BV may use aggregated or de-identified data from Briced Services for improvement and analytical purposes.
13.1. Definitions in this clause follow Data Protection Legislation.
13.2. Briced is considered to be the “Data Controller” within the meaning of the GDPR insofar as Briced processes personal data concerning the Client in the implementation of the Agreement.
13.3 If Briced processes personal data concerning third parties, such as End Users, on behalf of the Client via the Service provided, Briced will be considered to be the “Data Processor” within the meaning of the GDPR. The Parties will conclude a Data Processing Agreement with each other concerning this processing: Data Processing Agreement.
13.4. You warrant that you have the right to share Personal Data with Briced Services and Integration Apps.
13.5. Stormly BV will process Personal Data to provide Briced Services, protect it with adequate measures, return or delete it upon termination, and assist you in fulfilling data protection obligations.
13.6. Assistance related to Personal Data is a chargeable service.
13.7. Stormly BV may use sub-processors for Personal Data, ensuring adequate data protections.
13.8.. The parties will not publicly disclose data protection breaches.
14.1. Either party may terminate this agreement for payment failure, material breach, or insolvency of the other party.
14.2. Upon termination, you must pay for Services up to the last day of provision. Customer Data will be available for retrieval for 30 days.
14.3. Certain provisions survive termination, including payment and confidentiality obligations.
14.4. Stormly BV may terminate the agreement at any time, refunding unused Fees in case of no-cause termination.
14.5. Stormly BV may suspend or terminate the agreement for breach of its terms.
15.1 Neither party shall be held responsible for any failure or delay in fulfilling obligations under this Briced Customer Agreement (except for your payment obligations), due to circumstances beyond reasonable control, including but not limited to natural disasters, pandemics, war, civil unrest, governmental actions, strikes, difficulties in obtaining materials or labor, machinery breakdowns, network or internet disruptions, or financial constraints on your part. In such events, the affected party must:
a) Promptly inform the other party in writing about the nature and anticipated impact of these circumstances;
b) Endeavor to minimize any negative effects on the other party; and
c) Strive to resume their contractual duties as soon as possible.
You consent to Stormly BV using your name or logo to identify you as a Briced customer on its website and other marketing materials.
17.1. Unless expressly agreed otherwise, a party's failure to exercise rights or delay in exercising them, or agreement not to exercise rights under this agreement, does not constitute a waiver or restrict future exercise of any rights.
17.2. This agreement does not create an agency, partnership, joint venture, or employment relationship between Stormly BV and you, and neither party has authority to bind the other in any way.
17.3. If any provision of this agreement is found unenforceable or invalid, it will be modified to the minimum extent necessary, keeping the agreement fully in force and enforceable.
17.4. You may not assign or transfer your rights under this agreement without Stormly BV's written consent. Stormly BV may assign its rights and obligations without your consent.
17.5. Except as explicitly stated, non-parties to this agreement have no rights under or in connection with it, under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17.6. Each party will comply with the Bribery Act 2010 and avoid any actions that breach this Act.
17.7. This agreement constitutes the complete and exclusive understanding between the parties, superseding all prior agreements and understandings. Any modifications must be in writing. This clause does not limit or exclude liability for fraud or fraudulent misrepresentation.
17.8. This agreement is governed by the laws of the Netherlands, and parties submit to the exclusive jurisdiction of Dutch courts. However, Stormly BV may seek injunctive or other remedies in any court worldwide to protect its Intellectual Property Rights. If you are located in a jurisdiction outside the Netherlands, the local law of your jurisdiction may govern the agreement, and disputes are subject to the legal procedures applicable in that jurisdiction, except in certain circumstances. You may have the right to opt out of any mandatory arbitration or dispute resolution procedures within a specified period as per your local jurisdiction's laws. Any changes to the dispute resolution procedures outlined in this agreement do not apply retroactively. The dispute resolution agreement survives termination of your relationship with Stormly BV.