Terms & Conditions

Please read these Terms & Conditions carefully before you begin using the Briq-Software or Services as these will apply to your full relationship with Briq and to any(future) agreement between you and Briq. These terms will be applicable at all times unless agreed otherwise in writing.

Dec. 2019.

DEFINITIONS
Capitalized terms used in this Agreement are defined below Capitalized terms have the same meaning whether used plural or singular.
● Activity: the activity or activities offered by the Operator at one or more
Venues.
● Agent: Briq being an Agent as defined in provision 5 of these Terms &
Conditions.
● Agreement: These Terms & Conditions combined with the completed Order Form, and if applicable the annexes attached thereto.
● Application: The application or applications which make(s) Briq Software
available to the Operator and/or to Customers.
● Booking: every registration in the Briq Accounts stating that a Customer or a group of Customers made a reservation, purchased credit or purchased a gift voucher for an Activity offered by the Operator, regardless whether this reservation or purchase is accepted by the Operator.
● Booking Amount: the amount stated as the price to be paid for the Activity (regardless the method of payment) at the Booking Platform.
● Booking Platform: the platform or channel via which the Customer makes its Booking; this may be the Website, the Application, the Operator Website
and/or Third Party Platforms.
● Briq: Briq Bookings B.V. and its affiliates.
● Briq Accounts: the system in which Briq registers all Bookings. Regardless whether this Booking is made via the Website, the Application, the Operator Website or a Third Party Platform.
● Briq Software: the software developed and maintained by Briq, whether or not facilitated by a Third Party, which enables the generation of Bookings.
● Customer: a person or an entity making a Booking regardless whether this
Booking is made via the Website, the Application, the Operator Website or a
Third Party Platform.
● GDPR: the (European) General Data Protection Regulation applicable since 25 May 2018.
● Inventory: all Activities offered by Operator and made available via Briq Software as described in the Order Form.
● Intellectual Property Rights: all intellectual property rights on a global basis including – but not limited to – copyright, design, database rights, domainnames, patents, trademarks, trade names, signs, pictures, logos, computer code, colors, lyrics, regardless whether currently in existence or otherwise. Where intellectual property rights are registerable, the protection of Intellectual Property Rights under this Agreement also pertains to a filled application for such registration.
● Operator: the Party that is defined as Operator in the Order Form and all its affiliates and/or operational or legally connected entities.
● Operator Content: the content provided by Operator to Briq in order to enable Briq to provide the agreed services, Operator Content could be – but is not limited to – a logo, text, brand name, colors, and/or pictures.
● Operator Website: the website or websites for which Operator is responsible and/or on which Operator promotes or sells its Activities.
● Order Form: the part of the Agreement that states the specific arrangements between Operator and Briq. In case of inconsistency or discrepancy between
the Terms & Conditions and the Order Form, the Order Form shall prevail.
● Parties or Party: the person(s) or entities who entered into the Agreement and are mentioned at the first page of the Order Form, also referred to as Briq and as Operator.
● Payment Period: a period of fourteen (14) days in which an invoice should be paid.
● Services: all services provided by Briq under this Agreement.
● Term & Conditions: these Terms & Conditions
● Terms of Use: terms of use applicable to the use of the Briq Software.
● Third Party: a person or an entity, not being Briq or Operator, which is indirectly involved or could be indirectly involved in this Agreement and/or could be influenced by the Agreement.
● Third Part Platform: every website and/or application not being the Website, the Application or the Operator Website.
● Venue: the location or locations at which the Activity or Activities offered by the Operator take place.

PROVISION
PROVISION OF THE SERVICES

1. Briq Services
a) Briq hereby grant Operator a non-exclusive and non-transferrable right (license) to access and operate the Briq Software in accordance with this Agreement.
b) Parties will agree in the Oder Form which Services will be provided by Briq, Briq may provide one or a combination of the following Services:
● make Briq Software available to generate Bookings via the Briq Website
and/or Application;
● make Briq Softwate available to generate Bookings via the Operator Website;
● make Briq Software available to generate Booking via Third Party Platforms;
● make Briq Software available to register Bookings made at the Venue of the Operator and/or its affiliates;
● implementation and support services;
● marketing services.
c) Briq will provide the Briq Software ‘as is’ and make its best efforts to provide and keep it secure, uninterrupted and error-free but does make not any warranties.
d) Briq may store data related to this Agreement or related to Bookings, however it cannot guarantee that it can provide the Operator with these data, so the Operator is kindly advised to make back-ups of data in accordance with its needs and to comply with applicable laws and regulations.
e) Briq may at its own discretion use Third Parties or Third Party software and/or hardware to provide its Services. If the involvement of Third Parties requires the acceptance of additional terms and conditions, Operator will not withhold its approval thereof without reasonable grounds.

2. Requirements
a) Operator makes Inventory available via the Briq Software in accordance with the Order Form and will use the Briq Software solely in accordance with the Agreement.
b) Operator makes sure that it meets all technical and legal requirements (at all times) necessary to use the Briq Software and Services. Furthermore, Operator will agree to and comply with all Terms of Use for the Briq Software.
c) Operator will ensure that it has integrated all reasonable IT-security protection mechanisms to protects its own systems and the Briq Software and Services against any component (such as a computer virus, a computer worm or a computer time bomb) that could destroy, damage, reveal, alter or access the Briq-Software.
d) Operator will provide its Customer with the best possible customer service:
● Briq will refer Customers for all questions with regard to the Booking, payment of the Booking and/or the Activity to Operator.
● Operator makes sure that the details of their support is easily available and accessible by the Customer and that Customers will receive a response to their request or complaint as soon as possible (at least within 48 hours).
e) Operator makes no representations or warranties whatsoever in relation to Briq, its Application, its Website or its Services.
f) Unless agreed otherwise, the Operator Website states the cooperation between the Operator and Briq as “Powered by Briq” and will include the Briq Logo, furthermore it and will provide for an opt-in for the Customer to receiving marketing emails send by or on behalf of Briq.

3. Fees
a) Briq will charge Operator in accordance with the Services as set out in the Order Form. The total fee that will be invoiced may consist of:
● a monthly fee;
● a percentage of the Booking Amount per Booking made via the Briq Website or Application;
● a percentage of the Booking Amount per Booking made via the Operator
Website;
● a percentage of the Booking Amount per Booking made via a Third Party
Platform;
● a percentage of the Booking Amount per Booking that is made directly at the front office of the Venue;
● a fee for premium support
● legally applicable taxes and charges (such as VAT).
b) All fees will be charged and are payable in EURO.

4. Payment
a) After each calendar month, Briq will send the Operator an invoice for all Services provided during that month. The invoice will specify the fees as set out in the Order Form and most be paid within the Payment Period.
b) The fees that are calculated as a percentage of the Booking Amount per Booking, will be calculated based on the Briq Accounts. The Briq Accounts will be considered correct and leading, notwithstanding obvious errors and omissions. Operator will receive a specification of the Bookings upon request.
c) Operator can notify Briq off its objections with regard to the invoice within the Payment Period, after the Payment Period an invoice is considered to be accepted.
d) Operator cannot suspend any payment obligation as set out in this Provision or in the Order Form.
e) If the Operator fails to settle the invoice within the Payment Period, Briq may suspend the performance of its obligations under this Agreement or any other agreement with the Operator.

5. Agent
In respect to all bookings made via de Briq Software, Briq shall act and is hereby appointed to be an Agent for the Operator. Briq may facilitate the sale of the Activities on behalf of the Operator, which will be and remain at all times fully responsible and liable for the Activities and its relationship with Customers. There will be no direct relationship between a Customers and Briq unless agreed otherwise in writing. Operator will state in its booking terms that Briq is merely a commercial agent and that Operator is solely responsible for the Booking and the Activity.

OTHER OBLIGATIONS

6. Business interests & Intellectual property
a) It is not permitted for Operator to create, use, promote or present any software or any other service that has a function that is equal to or comparable with the Briq Software or Services during the term of this Agreement.
b) Each Party warrants that it is the sole owner of the Intellectual Property Rights it uses and which are necessary to meet its obligations under this agreement and that it does not infringe any Third Party Intellectual Property Rights.c) Operator will respect all Intellectual Property Rights of Briq and acknowledge that the use of the Intellectual Property Right belonging to Briq is limited to those rights that are expressly granted in writing in the Agreement. The Briq Software (and all copies thereof) and all Intellectual Property rights therein or relating thereto, will become and
remain the exclusive property of Briq at all times. Nothing in this Agreement shall give the Operator any rights in respect of any of such Intellectual Property Rights or the goodwill created with or associated with the Agreement
d) All Intellectual Property Rights that are created as a result of and during the term of this Agreement will be the property of Briq.

7. Operator Content
a) If necessary for the agreed Services, the Operator shall provide Briq with the Operator Content that is reasonably required. Parties Agree that the Operator hereby grants Briq all necessary permissions, licenses and other right to use this Partner Content to support the agreed Services. This explicitly includes the right to make the Partner Content available for Third Parties, to use it for search engine optimization and/or online advertising platforms.
b) Operator is solely responsible for the accuracy and correctness of the Partner Content. Operator warrants that all content it provides to Briq is created, obtained and made available and can be used by Briq in compliance with all applicable laws and regulations.

8. Data use and privacy
a) Operator agrees to fully comply with all provisions of the GDPR, and any other applicable privacy and data protection regulations. All term used in this provision will be interpreted in accordance with the GDPR. Operator agrees to take all necessary steps to stay compliant. These steps will explicitly include applying all appropriate and reasonable it-security and organization measures at all times, to protect the collected data against accidental loss, destruction, damages, theft, alteration or disclosure.
b) In case of the any accidental or intentional damage, alteration, destruction, unauthorized disclosure, misdirection, loss, misuse or theft of or to the personal data of any Customer, Parties shall inform the other Party as soon as possible and legally permitted and shall make a reasonable effort to provide full cooperation to remediate,
and mitigate the effects of the Incident, and to comply with the notification obligations as set out in the data protection legislation.
c) Briq will process Customer data as set out in its privacy policy, which can be found at its website (as may be updated from time to time). The Operator agrees and consents to the procedure of processing of such data by Briq and will inform each Customer about how Briq and/or Operator will processes their data. Where applicable Operator will ensure that it has a clear and easily accessibly booking terms, a privacystatement and an opt-in procedure where applicable.
d) Parties will provide all reasonable assistance to ensure that the other Party can meet its obligations under the GDPR and other applicable data regulations.
e) Operator indemnifies and hold Briq harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Briq due to or in connection with breach of this Provision by Operator.
f) The obligation to notify as set out in provision 19 sub c, does apply to any order or request with regard to Parties or this Agreement made by a data protection authority.

9. Liability & insurance
a) In case of liability, the liable Party will compensate damages as far as eligible for compensation under Dutch law.
b) Briqs obligation to pay damages will be limited to the amount paid out under the liability insurance, unless when such limitation is not permitted under Dutch law.
c) Operator must maintain appropriate insurance policies covering its (liability) risks in connection to the performance of this Agreement and/or its Activities.

10. Indemnity
Operator agrees that it indemnifies and hold Briq harmless against any third party action – to extent permitted under Dutch Law – of whatever nature in relation to or in connection with:
● this Agreement;
● the use of any Intellectual Property Rights by Operator not owned by Briq;
● the use of Partner Content or other Intellectual Property Right by Briq which is directly or indirectly provided to Briq by or via the Operator;
● any Activities provided by the Operator;
● any breach of this Agreement by the Operator.

11. Term & Termination
a) Unless agreed otherwise in the Order From, the initial term of the Agreement shall be for a period of two (2) years starting from the date the Agreement is signed by both Parties. After the initial term of two (2) years, the Agreement is automatically renewed for successive periods of one (1) year.
b) The Agreement can be terminated as per the last day of each term, provided that a written notice has been sent at least thirty (30) days prior to the end of that term.
c) Briq may terminate this Agreement with a notice period of fourteen (14) days, if in the reasonable opinion of Briq the Operator is unable, unsuitable or unfit to provide the Activities and/or fulfill its obligations under the Agreement, or Briq is no longer able to meets its obligations under the Agreement.
d) Either Party may terminate this Agreement in writing with immediate effect if:
● a Party has breached any of its obligations under this Agreement and, after having been informed in writing by the other party, has still not complied with
this obligation within ten (10) calendar days, unless this breach does not justify such termination in view of its special nature or minor significance of the breach, or;
● a Party or both Parties are not fulfilling their obligations under the Agreement due to an event of force majeure (provision 15) for a period of at least ten (10) days;
● a Party is likely to become insolvent or has applied for suspension of payment.
e) Unless a Party has the right to suspend its obligations, all obligations Under the Agreement have to be fulfilled up and until the end of the agreed term. The obligations that are meant to survive expiration or termination will remain in effect.

GENERAL PROVISIONS

12. Assignment
Neither Party can assign the Agreement, or any right or interest in the Agreement without the prior written consent of the other Party.

13. Third parties
Both Parties have the right to use third parties to fulfill its obligations under the Agreement, Parties are responsible to ensure that these third parties adhere to the obligations as set out in the Agreement.

14. Notices & changes
a) All notices are given in writing to:
Briq: Briq Bookings
Westkanaaldijk 7
3542 Utrecht
info@briqbookings.com

b) The notices to be given to the Operator will be given to the address or e-mail address as set out in the Order Form under contact details.
c) An e-mail will be considered a written notice.
d) Amendments and/or supplements to the Agreement only become effective if and insofar as both Parties have given their written consent. However Briq will have the right to make changes without written consent if this is necessary to comply with applicable laws and regulations or to safeguard its Services and/or business model.

15. Force majeure
When fulfilling the agreed obligations, is rendered impossible by a cause far beyond the control of Parties (such as changing laws, civil tumult, strikes, war, or an act of gods), it is understood and agreed that there shall be no claim for damages based on breach of the Agreement by either Party. In case of force majeure the obligation to make the Briq Software available or to deliver Services is suspended until the moment that either the force majeure situation ceases to exist or the Agreement is terminated in accordance with provision 11).

16. Survival
In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable. Furthermore, Parties will agree on a suitable and comparable replacement for the invalid or unenforceable (part of the) provisions.

17. Independent contractor
The relationship of the Parties is that of independent contracting entities. Parties explicitly do not wish to create a relationship in which either is allowed to exercise control or direction over the manner by which the other provides its usual services or arranges its business affairs. Neither Party will incur obligations on behalf of the other Party without its prior written consent.

19. Confidentiality
a) Parties do not divulge, either during the term of the Agreement or thereafter, any confidential information (e.g. knowledge of business matters, financial and personnel information etc.) regarding the other Party and/or its affiliated companies. Confidential information is that information that is either identified as confidential by a Party or should reasonably be regarded as confidential. Information with regard to pricing,
fees and Intellectual Property Rights should always be regarded confidential.
b) Parties will take all reasonable organizational and technical precautions to safeguard confidential information.
c) Neither party will be liable for disclosure if it is legally obliged to do so. If Legally permitted, the Party that made or has to make such disclosure will give prompt notice to the other Party.

20. Other provisions
a) In the performance of the Agreement, Parties will at all times take due account of the justified (business) interests of the other Party and refrain from any conduct that can cause material or immaterial damage to the other Party.
b) A Third Party has no right to enforce any provision of the Agreement.
c) Operator will notify Briq if there are changes with regard to the entity or business of the Operator that could have any effect, whether negative or positive on the rendered Services, the future Services, the Briq Software and/or the Agreement.

21. Governing Law
This Agreement shall be interpreted, construed and enforced in accordance with the laws of the Netherland - without regard to its (international) conflict of law provisions. Parties consent that any dispute in relation to or arising out of this Agreement, including the validity, invalidity, breach or termination thereof, shall – if and insofar it cannot be resolved amicably – be subject to the exclusive jurisdiction of the Utrecht District Court.