01Agreement to these Terms
These Terms of Service, together with any order form, subscription plan, or written agreement that references them (collectively, the "Terms"), form a binding agreement between Brendy & Partners and its affiliates ("Brendy & Partners," "we," "us," or "our") and the organisation or individual that accesses or uses the Services ("Customer," "you," or "your").
By accessing or using the Services, clicking to accept, or authorising any person to do so on your behalf, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you enter into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation. If you do not agree, you must not access or use the Services.
02Definitions
In these Terms, the following capitalised terms have the meanings given below; other capitalised terms are defined where they first appear.
- Account means the account established for the Customer to access the Services.
- Authorised User means an individual whom the Customer permits to access the Services under the Account, including partners, employees, contractors, and the Customer's own clients where applicable.
- Customer Data means all data, documents, files, and other content that the Customer or its Authorised Users upload to, submit through, or generate within the Services, including information relating to the Customer's own clients.
- Documentation means the usage guides and policies we make available for the Services.
- Services means the Brendy & Partners client resource management platform, associated single sign-on and portal features, applications, application programming interfaces, and related support that we make available, together with the Documentation.
- Subscription Term means the period for which the Customer is entitled to access the Services, as stated in an order form or otherwise agreed.
03Eligibility and accounts
To use the Services you must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract. You agree to provide accurate, current, and complete registration information and to keep it up to date.
You are responsible for all activity that occurs under your Account and for maintaining the confidentiality of access credentials. You must use reasonable measures to protect credentials, must not share them except as the Services permit, and must notify us promptly at the address in Section 25 if you suspect any unauthorised access or use. We are not liable for loss arising from unauthorised use of your Account that results from your failure to safeguard credentials.
04The Services and licence
Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for your internal business purposes and in accordance with the Documentation.
The Services are provided as a hosted, software-as-a-service offering. We retain all right, title, and interest in and to the Services. Except for the rights expressly granted, no other rights are granted, whether by implication, estoppel, or otherwise. We may update, enhance, or modify the Services from time to time as described in Section 23.
05Customer responsibilities
You are responsible for your and your Authorised Users' use of the Services and for compliance with these Terms. You agree to:
- use the Services only for lawful purposes and in accordance with these Terms, the Documentation, and all applicable laws and professional or regulatory obligations;
- obtain and maintain all consents, permissions, and legal bases required for you to collect, upload, and process Customer Data (including personal data relating to your own clients) through the Services;
- ensure the accuracy, quality, and legality of Customer Data and the means by which you acquired it;
- maintain appropriate security for your systems, networks, and devices used to access the Services; and
- promptly notify us of any known or suspected breach of security or misuse of the Services.
06Acceptable use
You must not, and must not permit any Authorised User or third party to:
- access or use the Services to build, train, or benchmark a competing product or service, or copy any features, functions, or graphics of the Services;
- licence, sublicense, sell, resell, rent, lease, transfer, distribute, or commercially exploit the Services except as expressly permitted;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, or algorithms, except to the extent this restriction is prohibited by applicable law;
- upload or transmit any malware, malicious code, or material that is unlawful, infringing, defamatory, or harmful;
- attempt to gain unauthorised access to the Services or their related systems, probe or scan for vulnerabilities, or circumvent, disable, or interfere with security or authentication features;
- use automated means to scrape, harvest, or extract data except through interfaces we expressly provide;
- impose an unreasonable or disproportionately large load on the Services or interfere with their integrity or performance; or
- remove, obscure, or alter any proprietary notices.
We may investigate suspected violations and cooperate with law-enforcement authorities where appropriate.
07Authorised Users
You may permit Authorised Users to access the Services under your Account. You are responsible for each Authorised User's compliance with these Terms and for all acts and omissions of your Authorised Users as if they were your own. You are responsible for provisioning and de-provisioning Authorised User access, assigning appropriate roles and permissions, and ensuring that access is promptly revoked when no longer required.
08Customer Data
As between the parties, you retain all right, title, and interest in and to Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, process, and otherwise use Customer Data solely as necessary to provide and support the Services, to prevent or address technical or security issues, to comply with law, and as otherwise instructed by you.
You represent and warrant that you have all rights, consents, and authority necessary to provide Customer Data to us and to authorise the processing described in these Terms and our Privacy Policy. You are solely responsible for the accuracy, content, and legality of Customer Data. We will maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data as described in Section 20.
09Confidentiality
"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Customer Data, the Services, and non-public business, product, and security information.
The Receiving Party will: (a) use the Confidential Information only to perform under these Terms; (b) protect it using at least the degree of care it uses for its own confidential information of like kind, and no less than reasonable care; and (c) not disclose it except to its personnel and advisers who need to know it and are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known without restriction, is independently developed without use of the Confidential Information, or is rightfully obtained from a third party without restriction. The Receiving Party may disclose Confidential Information if legally compelled, provided it gives reasonable prior notice where lawful and reasonably cooperates to limit disclosure.
10Intellectual property
The Services, including all software, technology, designs, text, graphics, interfaces, and the selection and arrangement thereof, and all related intellectual property rights, are and remain the exclusive property of Brendy & Partners and its licensors. Brendy & Partners and its logos are trademarks; you may not use them without prior written permission.
If you submit suggestions, enhancement requests, or other feedback about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate the Feedback for any purpose, without obligation or compensation to you.
11Third-party services
The Services may interoperate with or contain links to third-party products, services, or websites that we do not control. We provide these for convenience and do not endorse and are not responsible for them. Your use of third-party services is governed by their own terms and privacy practices, and any exchange of data between you and a third party is solely between you and that third party.
12Fees and payment
If your access to the Services is subject to fees, you agree to pay all fees stated in the applicable order form or subscription plan. Unless otherwise stated: fees are quoted exclusive of taxes, and you are responsible for all applicable taxes other than taxes on our income; fees are non-cancellable and amounts paid are non-refundable except as expressly provided; and undisputed overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend the Services for non-payment as described in Section 14 after providing reasonable notice.
13Trials and beta features
We may offer free trials or features identified as beta, preview, or evaluation ("Beta Features"). Beta Features are provided "as is" and "as available," may be changed or discontinued at any time, and are excluded from any service commitments and indemnities. Notwithstanding anything to the contrary, our aggregate liability arising from trials or Beta Features will not exceed one hundred United States dollars (US$100).
14Term, suspension and termination
These Terms apply from your first use of the Services and continue for the Subscription Term and any renewals, or until terminated. Either party may terminate for cause if the other materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice.
We may suspend or limit your access to the Services, in whole or in part, without liability, if: (a) we reasonably believe the Services are being used in violation of these Terms or applicable law; (b) your use poses a security risk or may harm our systems or other customers; or (c) you fail to pay undisputed fees when due. Where practicable and lawful, we will provide advance notice and an opportunity to remedy.
Upon termination or expiry, your right to access the Services ceases. For a period of thirty (30) days following termination (unless a shorter period is required by law or a longer period is agreed), we will make Customer Data available for export in a commercially reasonable format upon request. After that period, we may delete or de-identify Customer Data in the ordinary course, subject to legal retention requirements and routine backup cycles. Provisions that by their nature should survive termination will survive, including Sections 8–10 and 16–24.
15Availability and support
We will use commercially reasonable efforts to make the Services available and to provide support in accordance with any service levels stated in an applicable order form. The Services may be temporarily unavailable for scheduled maintenance, updates, or factors beyond our reasonable control. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free, except as expressly stated in these Terms or an applicable service-level commitment.
16Warranties and disclaimers
Each party represents that it has the authority to enter into these Terms. You further represent that your use of the Services and provision of Customer Data comply with applicable law.
Except as expressly set out in these Terms, the Services and all related materials are provided "as is" and "as available," and Brendy & Partners disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Brendy & Partners does not warrant that the Services will meet your requirements, achieve any particular result, ensure compliance with any legal or professional standard, or that all errors will be corrected. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
17No professional advice
The Services are information-management tools. They do not provide, and are not a substitute for, accounting, auditing, assurance, tax, financial, legal, or other professional advice. Any templates, calculations, statuses, checklists, or outputs generated within the Services are provided to assist your own work and must be independently reviewed and verified. You remain solely responsible for the professional services you provide, for your professional judgment, and for compliance with the standards and regulations applicable to your practice. Reliance on the Services is at your own discretion and risk.
18Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business, arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.
To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the total fees paid or payable by you for the Services in the twelve (12) months immediately preceding the event giving rise to the liability, or, where no fees were paid, one hundred United States dollars (US$100).
The foregoing limitations do not apply to: a party's liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; a party's indemnification obligations; your breach of the licence scope or acceptable-use provisions; or any liability that cannot be limited or excluded under applicable law. The parties agree that these limitations are a fundamental basis of the bargain between them.
19Indemnification
You will defend, indemnify, and hold harmless Brendy & Partners and its affiliates, officers, and personnel from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data or your use of the Services in breach of these Terms; (b) your violation of applicable law or the rights of a third party; or (c) a dispute between you and any of your Authorised Users or clients.
We will defend you against any third-party claim alleging that the Services, when used as authorised, infringe that third party's intellectual property rights, and will indemnify you for amounts finally awarded or agreed in settlement, provided you promptly notify us, give us sole control of the defence, and reasonably cooperate. We have no obligation for claims arising from Customer Data, combinations with items not provided by us, or use in breach of these Terms. This Section states each party's entire liability and exclusive remedy for third-party infringement and indemnity claims.
20Data protection
Our collection and use of personal information in connection with the Services is described in our Privacy Policy. Where you use the Services to process personal data relating to your clients or other individuals, you act as the controller (or equivalent) of that data and we act as your processor (or service provider), processing such data on your documented instructions to provide the Services. Where required by applicable data-protection law, the parties will enter into a data processing agreement, which will govern in the event of a conflict with these Terms regarding the processing of such personal data. You are responsible for determining the lawful basis for your processing and for responding to the requests and inquiries of the individuals whose data you upload.
21Compliance with laws
Each party will comply with all laws applicable to its performance under these Terms. You represent that you and your Authorised Users are not subject to sanctions or located in a jurisdiction subject to comprehensive trade embargoes, and you will not export, re-export, or use the Services in violation of applicable export-control or sanctions laws. Each party will comply with applicable anti-bribery and anti-corruption laws and will not offer or accept improper payments in connection with these Terms.
22Governing law and disputes
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
The parties will attempt in good faith to resolve any dispute informally by written notice before commencing formal proceedings. Any dispute not resolved within thirty (30) days will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in the English language, seated in Delaware, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.
To the extent permitted by law, disputes will be resolved on an individual basis only, and each party waives any right to participate in a class, collective, or representative action, and waives any right to a jury trial.
Notwithstanding the above, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Any claim arising out of or relating to these Terms must be brought within one (1) year after the claim accrued, except where a longer period is required by applicable law. If the arbitration or class-waiver provisions are unenforceable in your jurisdiction, the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.
23Changes and notices
We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice, for example by posting the updated Terms with a new effective date or by notifying you through the Services or by email. Changes take effect on the stated effective date. Your continued use of the Services after that date constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services.
We may also modify, add, or discontinue features of the Services, provided we do not materially reduce the core functionality you are then paying for during your Subscription Term.
24General
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of assets. Any prohibited assignment is void.
Entire agreement; order of precedence. These Terms, together with any order form, subscription plan, data processing agreement, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings. In the event of a conflict, an executed order form controls over these Terms as to its specific subject matter, and a data processing agreement controls as to the processing of personal data.
Severability; waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force. A party's failure to enforce a provision is not a waiver of its right to do so later.
Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, utility or network failures, and governmental action.
Independent contractors; no third-party beneficiaries. The parties are independent contractors, and these Terms create no partnership, franchise, joint venture, agency, or employment relationship. These Terms do not confer rights on any third party.
Notices. Legal notices to us must be sent to the contact in Section 25. We may provide notices to you through the Services, to your Account administrator, or to the email associated with your Account. Notices are deemed given when received (for posted or in-product notices, upon posting).
25Contact
Questions about these Terms may be directed to Brendy & Partners:
- Legal enquiries: legal@bnpcrm.com
- Support: support@bnpcrm.com
- Postal notices: Brendy & Partners, Attn: Legal Department, at the registered office address stated on our website or in your order form.