General terms and conditions
Article 1. Definitions
General Terms and Conditions: these general terms and conditions.
BrightAnalytics: BrightAnalytics BV, Bruggesteenweg 311A box 2.2, 8830 Hooglede (Belgium), registered with the Crossroads Bank for Enterprises under number 0555.899.773 or BrightAnalytics Nordics AB, Valborgsmässovägen 20B/LGH1002, 126 37 Hägersten (Sweden) registered under organization number 559239-3218.
Demo: the demo version of the Platform that the (potential) Client may use for a period of fourteen (14) calendar days prior to entering into an Agreement with BrightAnalytics.
User: any user of the Platform.
Intellectual Property Rights: all (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 object codes, as well as all designs, software, documentation, and all other materials developed and/or used in preparation for or execution of the Platform and the Assignment, or resulting therefrom, and all other industrial and intellectual property rights.
Assignment: description of the services and goods, including but not limited to the setup of and access to the Platform and a Software as a Service (“SaaS”) subscription and any additional modules, which the Client wishes to receive, and the corresponding price, as described in the quotation received by the Client.
Client: the party issuing the Assignment to BrightAnalytics.
Agreement: (i) the Assignment placed by the Client and accepted by BrightAnalytics, and (ii) these General Terms and Conditions.
Parties: jointly refers to the Client and BrightAnalytics, each individually a Party.
Platform: the digital platform of BrightAnalytics made available on the servers of BrightAnalytics.
Article 2. Applicability
2.1 These General Terms and Conditions apply to all Agreements and the use of the Demo.
2.2 The General Terms and Conditions were communicated to the Client in advance and have been accepted. BrightAnalytics explicitly rejects the applicability of any general terms and conditions of the Client, regardless of the moment at which they were communicated.
2.3 In the event of any discrepancy or ambiguity between the contents of the Assignment and these General Terms and Conditions, the contents of the Assignment shall prevail.
2.4 If any provision of these General Terms and Conditions or the Agreement is null or invalid, only the null or invalid part of that clause shall be deemed deleted. The remaining part of that clause and the remaining clauses shall remain in full force and effect. The null or invalid part shall be replaced by a provision with an equivalent economic effect, unless such nullity renders the performance of the Assignment meaningless.
Article 3. Demo
After registration via the BrightAnalytics website and an introductory meeting, a potential Client may be granted access to a demo
Article 4. Quotations – Assignment – Agreement
4.1 All quotations relating to an Assignment are nonbinding until accepted by BrightAnalytics.
4.2 An Assignment is deemed accepted and the Agreement enters into force (i) upon written confirmation by BrightAnalytics of the Assignment signed by the Client, or (ii) at the moment BrightAnalytics commences performance of the Assignment.
4.3 The Agreement constitutes the entire agreement between the Parties and supersedes all prior communication and/or any oral or written proposal preceding the conclusion of the Agreement.
4.4 The Assignment may only be modified with the written consent of both Parties.
Article 5. Client’s Obligations
5.1 The Client shall ensure that all data, documents, instructions, and codes requested by and necessary for BrightAnalytics to properly and timely perform the Assignment, are made available in a timely manner and in a format and manner required by BrightAnalytics.
5.2 BrightAnalytics shall not be liable for any delays and/or additional costs resulting from incomplete and/or untimely provision of data, documents, instructions, and/or codes by the Client.
5.3 The Client shall cooperate in good faith and, among other things, make available personnel with an appropriate level of knowledge and experience to adequately respond to BrightAnalytics’ inquiries and to properly manage the project.
5.4 The Client shall ensure that BrightAnalytics is promptly informed of all facts and circumstances that may be relevant to the proper and timely performance of the Assignment or that could jeopardize such performance.
5.5 The Client is solely responsible for the accuracy, completeness, and reliability of the data, documents, instructions, and codes made available to BrightAnalytics, including if such information originates from third parties.
5.6 Any additional costs resulting from breaches by the Client of this Article 5, including costs arising from delays in the performance of the Assignment, shall be borne entirely by the Client.
Article 6. Performance of the Assignment
6.1 All services provided by BrightAnalytics shall be performed to the best of its knowledge and ability, in accordance with the principles of good craftsmanship, using up-to-date technology and know-how. BrightAnalytics undertakes a best-efforts obligation, not an obligation to achieve results.
6.2 BrightAnalytics reserves the right to involve its employees or independent consultants hereinafter jointly referred to as the “Personnel” in the execution of the Assignment. BrightAnalytics remains responsible to the Client under all circumstances.
6.3 BrightAnalytics shall determine how and by which Personnel the Assignment will be performed, while taking into account any reasonable requirements communicated by the Client.
6.4 BrightAnalytics may, in consultation with the Client, perform additional services and charge these to the Client.
Article 7. Delivery Period
7.1 All delivery periods stated by BrightAnalytics are indicative and nonbinding. These periods are always expressed in business days.
7.2 BrightAnalytics shall not be liable for non-compliance with a delivery period, nor for any (direct or indirect) costs, damages, or losses arising therefrom. Delays in delivery and any resulting additional costs do not entitle the Client to terminate the Agreement, refuse delivery, or suspend payment of related invoices.
Article 8. Modification of the Assignment
8.1 If the Client wishes to modify the Assignment during the execution of the Agreement, such a request must be communicated by email to the Client’s designated contact at BrightAnalytics. BrightAnalytics reserves the right to adjust the schedule and pricing accordingly.
8.2 Upon receipt of the Client’s requests or new needs, BrightAnalytics will analyze them and, if BrightAnalytics reasonably deems them to constitute a substantial modification, it shall provide a revised quote within a reasonable time, including details of the changes, such as adjustments to the schedule and pricing.
8.3 The Client shall be deemed to have approved the modified Assignment after the lapse of five (5) business days from the date of the revised quote, resulting in continued execution under the revised terms, including timeline and pricing.
8.4 BrightAnalytics remains free to inform the Client, after analysis of the requested changes, that they cannot be carried out. In such a case, the original Assignment shall be continued as agreed, and the Parties may negotiate a new assignment to incorporate the requested changes.
Article 9. Prices – Invoicing – Payment Terms
9.1 The price payable by the Client is stated in the Assignment and any supplementary quotes in the event of modifications as set forth in Article 8. All prices are exclusive of VAT and any applicable taxes, which shall be borne by the Client.
9.2 BrightAnalytics reserves the right to charge additional fees per User beyond the number of Users initially specified in the Assignment.
9.3 BrightAnalytics reserves the right to increase the price after the first year of the Assignment and each subsequent anniversary of the effective date. Such increase shall not exceed the result of the following formula: P=P0 (0.8 S/S0 +0.2) P= new cost P0= current cost S0= reference hourly wage as defined by Agoria Belgium on the effective date of the Assignment S= reference hourly wage as defined by Agoria Belgium on each anniversary of the effective date.
9.4 Unless agreed otherwise, the Client explicitly agrees to receive electronic invoices from BrightAnalytics.
9.5 Invoices are payable in full to the bank account stated on the invoice. Payment cannot be suspended due to delays in the Assignment, alleged defects or incomplete delivery, or for any other reason.
9.6 If an invoice is not paid by its due date, BrightAnalytics will send a reminder via email. If payment is not made within 15 days of the reminder date, the outstanding amount shall automatically and without notice incur: (i) interest of 1% per month from the due date until full payment, and (ii) a fixed indemnity of 10% of the invoice amount, with a minimum of EUR 125, without prejudice to BrightAnalytics’ right to claim actual damages.
9.7 If one invoice remains unpaid 15 days after the reminder date, all outstanding and future amounts shall become immediately due and payable. BrightAnalytics reserves the right to revoke previously granted discounts and to suspend services and work until all arrears are cleared, without prior notice.
9.8 The Client shall reimburse all costs incurred by BrightAnalytics in recovering unpaid and due invoices, including but not limited to legal and attorney fees.
9.9 Any dispute regarding an invoice must be submitted by email within eight (8) business days from the invoice date to finance@brightanalytics.eu, including: (i) the invoice date, (ii) the invoice number, and (iii) a detailed justification. Such a dispute does not release the Client from the obligation to pay. If no timely objection is raised, the invoice, services, and goods to which it relates shall be deemed fully accepted.
Article 10. Term – Termination of the Agreement
10.1 Unless otherwise agreed, the Agreement is for an indefinite term. Either Party may terminate the Agreement at any time by email with acknowledgment of receipt, observing a notice period of three (3) months, starting three (3) business days after the email is sent.
10.2 If the Client terminates the indefinite Agreement under Article 10.1 before full completion of the Assignment, BrightAnalytics shall be entitled to: i) Full payment for the agreed setup of the Platform, if not yet paid; and ii) Payment of three (3) months of SaaS subscription fees and any additional modules, regardless of whether the Platform is used during the notice period.
10.3 If the Assignment specifies a fixed term, then the Agreement is for a definite period and cannot be terminated early. Articles 10.1 and 10.2 do not apply in that case.
10.4 If the Client nevertheless terminates a fixed-term Agreement early, the full contract amount specified for the remaining term shall remain payable and becomes immediately due, without prejudice to BrightAnalytics right to claim additional damages.
10.5 In case of early termination, BrightAnalytics shall not be required to pay any compensation or refund, nor to return any previously received payments.
10.6 Either Party may unilaterally and immediately terminate the Agreement by email with acknowledgment of receipt, without prior notice and without prejudice to the right to claim damages, if the other Party is insolvent, declared bankrupt, a liquidator or administrator is appointed, or if the Party ceases its activities for any reason.
10.7 BrightAnalytics may also terminate the Agreement unilaterally and immediately by email with acknowledgment of receipt, without prior notice and without prejudice to damages, if the Client fails to comply with its payment obligations under Article 9.
10.8 Termination of the Agreement does not release the Client from the obligation to pay amounts already due.
10.9 Except in the cases provided for in Articles 10.6 and 10.7, BrightAnalytics will, upon termination of the Agreement, assist for a period of three (3) months with the transfer of work delivered to a third party. Any costs incurred by BrightAnalytics in this regard must be reimbursed by the Client.
10.10 Upon termination of the Assignment, each Party must immediately return to the other all property, items, documents, and electronic media in its possession belonging to the other Party.
Article 11. Communication
11.1 During the execution of the Assignment, the Client and BrightAnalytics shall communicate validly with each other via email.
11.2 The Parties expressly acknowledge that electronic media and emails will have the same evidentiary value as signed documents.
11.3 The Parties acknowledge that the use of electronic media entails risks, including but not limited to distortion, delays, or viruses. The Parties expressly agree not to hold each other liable for any damage that may result from the use of electronic media and emails. In any case, the Parties commit to making all reasonable efforts to prevent such damage.
Article 12. Use of the platform
12.1 The Client acknowledges that it may only use the Platform for internal business purposes and expressly declares that its use, as well as the use by its appointees or employees, will comply with all applicable legislation.
12.2 The Client shall take all necessary steps to avoid viruses or other harmful software from damaging the Platform.
12.3 The Client is not permitted to: i) use or copy the Platform other than for its business purposes; ii) use the Platform, including the provided server and storage capacity, to commit infringements or cause damage or nuisance to BrightAnalytics or third parties; iii) decompile the Platform, perform reverse engineering, or attempt to derive, reconstruct, identify, discover or disclose the source code, underlying ideas, user interface techniques, or algorithms by any means, except where expressly permitted by applicable law; iv) encumber the Platform with a pledge or security interest; v) take any action that could cause the source code of the Platform to become public; vi) use the Platform in a way not expressly permitted under the Agreement or in an unlawful or harmful manner or for any unlawful or harmful purpose or activity; and vii) circumvent technical or other protective measures as provided by the Platform.
12.4 The Client shall at all times ensure that no criminal or infringing data, files, software, metatags, hyperlinks, deep links are used in connection with the Platform or any other services provided by BrightAnalytics, or similar references or information present on equipment provided by BrightAnalytics in the context of the Assignment.
12.5 The use of illegal software or software for which licensing terms are not respected in combination with the Platform is prohibited. Spamming is forbidden on all equipment and systems made available by BrightAnalytics. The Client shall immediately comply with any request from BrightAnalytics, as well as any reasonable request from third parties, to remove, make inaccessible, or modify content. The Client waives any right to claim compensation for damages related to such removals. BrightAnalytics does not allow pornographic material or sites offering goods or services that violate public order, morality, market practices legislation, or constitute any other unlawful practice. No activities may be performed on the servers that infringe on protected works, privacy rights, or are criminalized by law.
12.6 The Client commits to immediately notify BrightAnalytics of any actual, threatened, or suspected misuse of the Platform.
Article 13. Limitation of liability
13.1 Under no circumstances 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 profit or revenue), loss of data, loss of or damage to equipment, loss of goodwill, reputational harm, nor shall BrightAnalytics be liable for losses resulting from legal actions brought by third parties against the Client, defects directly or indirectly caused by an act of the Client, damages resulting from improper use of the services, products, and software arising from the Assignment, or shortcomings in products and services of third parties.
13.2 Without prejudice to Article 13.1, the total liability of BrightAnalytics shall not exceed the total price of the Assignment. In any case, BrightAnalytics shall never be liable for more than the amount paid out under its liability insurance policy.
13.3 The Client is solely responsible for the proper use of the Platform and must consider the specifications, documentation, and instructions from BrightAnalytics as well as applicable legal provisions.
13.4 The Client shall indemnify BrightAnalytics against all claims arising from the existence, execution, or noncompliance with the Agreement, caused by its own negligence or fault of any of its Users.
13.5 Only the Client is responsible for all transactions conducted on the Platform, such as payments, communications, etc. The Client agrees to fully indemnify BrightAnalytics for any claim brought by third parties relating to these transactions. BrightAnalytics does not intervene in the relationship between the Client and its customers and remains a third party at all times.
13.6 In the event that the Client is a Belgian company, Parties agree to exclude the application of Article 6.3 §2 of the Belgian Civil Code, meaning the provisions on extra-contractual liability shall not apply between the Client and any agents, subcontractors, directors, employees, clients, or other representatives of BrightAnalytics for all claims arising from or related to the execution of the Agreement.
Article 14. Warranty
14.1 BrightAnalytics provides a limited warranty against hidden defects, specifically those not visible or reasonably identifiable at the time of accessing the Platform and/or delivery of modules within the scope of the Assignment, and which appear within eight (8) weeks thereafter.
14.2 BrightAnalytics will make reasonable efforts to ensure that the Platform: (i) operates continuously, except for interruptions due to circumstances beyond its control or previously announced and foreseen interruptions, (ii) is virus-free, except in the event of a cyberattack or any other unlawful intrusion into the Platform by a third party.
14.3 A warranty claim will only be investigated by BrightAnalytics if the Client submits the request by email with acknowledgment of receipt. Such notice is valid only if: i) the Client notifies BrightAnalytics immediately after discovering the alleged deficiency; ii) the Client describes the alleged deficiency in sufficient detail; iii) the Client demonstrates that the defect could not reasonably have been discovered earlier; and iv) the notice is sent in accordance with Article 23. The Client shall provide additional information and documentation at BrightAnalytics’ request during the complaint investigation.
14.4 If no timely and valid warranty claim is made, the Client shall be deemed to have irrevocably accepted the Assignment.
14.5 If a hidden defect is confirmed, BrightAnalytics shall make 2 reasonable efforts to remedy the deficiencies, insofar as the functionality falls within the scope of the Assignment. This is the only form of compensation to which BrightAnalytics is committed.
Article 15. Indemnification
15.1 Without prejudice to Article 13 of these General Terms and Conditions, the Client shall indemnify and hold harmless BrightAnalytics from any liability, damage, penalty, claim, judgment, proceeding, and costs or expenses of any kind, including reasonable legal fees, resulting from the existence, execution, non -compliance, or termination of the Agreement and which: i) are caused by the negligence, fault, legal or criminal breach of the Client and/or any of its Users; and ii) are initiated by a third party, including but not limited to any third -party claim based on: a) incorrect, inaccurate, or outdated information provided by the Client to BrightAnalytics; b) the processing of personal data in the context of the Agreement provided by the Client to BrightAnalytics and thus lawfully obtained by BrightAnalytics.
Article 16. Force Majeure
16.1 BrightAnalytics or the Client are in a situation of force majeure if they are temporarily or permanently unable to fulfill their obligations under the Agreement due to an external cause not attributable to that Party and not foreseeable at the time of entering into the Agreement.
16.2 Examples of force majeure (non -exhaustive) include strikes, fire, wars, military operations, government actions or omissions, natural disasters, national and local emergencies, epidemics, business interruptions, power outages, failures in (telecommunication) networks or connections or communication systems, unavailability of the Platform, network attacks, failures of networks, non -delivery or late delivery by suppliers or other engaged third parties, and reduced or non -functionality of networks, systems, and equipment of third parties.
16.3 Shortage of personnel, strikes, or financial problems of the Client shall not be considered force majeure. Force majeure may never be invoked for payment obligations.
16.4 The Party invoking force majeure shall notify the other Party as soon as possible of the situation. In the case of temporary force majeure, the affected Party may suspend or extend the execution of the Agreement for the duration of the force majeure. The Party invoking force majeure shall inform the other Party as soon as possible if: (i) the force majeure situation ends and obligations under the Agreement can resume, or (ii) the temporary force majeure becomes permanent, resulting in termination of the Agreement. Force majeure shall be deemed permanent if it lasts more than two (2) months. In both temporary suspension and permanent termination due to force majeure, the Party invoking force majeure shall not owe any compensation.
Article 17. Confidential information
17.1 The Parties consider all non -public information received from the other Party in the context of the performance of the Agreement as confidential; this information may only be used within the framework and for the needs of the Agreement and may only be disclosed to persons who need access to such information within the framework of the Agreement or under a legal obligation to disclose. Both Parties shall use their best efforts to maintain this confidentiality and ensure that this obligation is respected by employees and third parties.
17.2 All confidential information and materials made available to either Party in the context of the Agreement shall remain the unique and exclusive property of the respective Party that provided them and shall be returned to the owner or, where agreed between the Parties, destroyed after the termination of the Agreement or as soon as they are no longer necessary.
17.3 Neither Party shall reproduce or distribute the confidential information and materials, directly or indirectly, in whole or in part, orally or in writing, without the prior written approval of the other Party, unless necessary for the performance of the Agreement.
17.4 This provision shall survive the termination of the Agreement, regardless of the cause, and must be complied with by the Parties.
Article 18. Data protection
18.1 In processing personal data, BrightAnalytics shall comply with the relevant applicable legislation. BrightAnalytics shall treat personal data confidentially and inform anyone with necessary access to this data of its confidential nature.
18.2 BrightAnalytics considers the personal data provided to it by the Client in the context of the Assignment to have been lawfully obtained and managed by the Client. The Client shall indemnify BrightAnalytics against any claims from third parties and data subjects in this regard.
18.3 BrightAnalytics reserves the right, but is not obliged, to remove any data deemed to be in violation of (i) the provisions of the Agreement or otherwise inappropriate, (ii) any third -party rights, or (iii) any applicable laws or regulations.
Article 19. Intellectual property rights
19.1 All Intellectual Property Rights are exclusively held by BrightAnalytics or its suppliers. The Agreement does not entail any transfer or licensing of Intellectual Property Rights.
19.2 The Client is granted a personal, non -exclusive, and non -transferable right to use the Platform for its own internal purposes as specified in the Assignment and during the term of the Agreement, subject to compliance with the payment obligations as provided in Article 9 and any agreed or imposed usage restrictions. The Client undertakes to promptly notify BrightAnalytics of any actual, threatened, or suspected infringement of its Intellectual Property Rights.
19.3 If explicitly agreed in the Agreement, the Client shall receive a non -exclusive and non -transferable right to use certain products for its own internal purposes as part of the agreed Assignment, subject to compliance with the payment obligations as provided in Article 9.
19.4 The Client shall not, without prior written consent from BrightAnalytics, disclose, reproduce, or make available to third parties any of the products or results of the Assignment, in whole or in part.
19.5 The Client expressly authorizes BrightAnalytics to refer to its name, logo, trade name, or trademarks, as well as the work performed under the Agreement, both for internal purposes and for commercial purposes such as promotions, advertisements, etc.
Article 20. Assignment
The Parties may not assign this Agreement or any part thereof to a third party without the prior written consent of the other Party.
Article 21 Representation
The Agreement does not appoint BrightAnalytics as an agent or representative of the Client, and BrightAnalytics has no authority or power over the Client and its personnel, and vice versa. The Parties act independ
Article 22. No Waiver
Failure by BrightAnalytics to exercise any right shall in no way be construed as a waiver of such right.
Article 23. Notices
23.1 All notices under this Agreement to BrightAnalytics must be in writing and sent to BrightAnalytics BV, attention: Financial Officer, Bruggesteenweg 311A box 2.2, 8830 Hooglede (Belgium) or BrightAnalytics Nordics AB, attention: Financial Officer, Valborgsmässovägen 20B/LGH1002, 126 37 Hägersten (Sweden) registered under organization number 559239 -3218 or by registered mail with return receipt or by courier, unless explicitly stated otherwise. Such notice shall be deemed received three (3) business days after the date of dispatch.
23.2 An email message to the following address: finance@brightanalytics.eu is allowed provided that an explicit read confirmation is requested and received. Such an email is deemed to be received and effective on the date of the read confirmation.
Article 24. Provisions Surviving Termination of the Agreement
The provisions of the Agreement that by their nature and scope are intended to survive the term of the Agreement, including but not limited to Articles 17 and 19, shall remain in force even after termination of the Agreement.
Article 25. Jurisdiction – Applicable Law
25.1 The Parties shall always attempt to resolve any disputes amicably. If the Agreement is entered into with BrightAnalytics BV, all disputes between the Parties concerning the validity, interpretation, or execution of the Agreement shall be governed by and settled in accordance with Belgian law. If the Agreement is entered into with BrightAnalytics Nordics AB, all disputes between the Parties concerning the validity, interpretation, or execution of the Agreement shall be governed by and settled in accordance with Swedish law.
25.2 The courts of the judicial district of Kortrijk (Belgium) or Stockholm (Sweden) shall have exclusive jurisdiction over any disputes between BrightAnalytics and the Client.