Terms and Conditions | BRADcommerce

These General Terms and Conditions of Service ("Terms," "Agreement," or "Service Agreement") govern the Client's access to and use of the BRADcommerce services (the "Service"), provided by UAB Invertus ("BRADcommerce," "we," "us," or "our"). By accessing or using our Service, the Client agrees to be legally bound by these Terms. If the Client does not accept these Terms in full, the Client may not use the Service. These Terms apply to all persons who access or use the Service, including visitors, Clients, and any other individuals.

1. Definitions

For the purposes of these General Terms and Conditions of Service, the following definitions apply:

"Account" refers to the user profile and associated access credentials created during the registration process to use the Service.
"BRADcommerce", "we", "us", or "our" means UAB Invertus, a company incorporated and existing under the laws of the Republic of Lithuania, operating the Service under the trade name "BRADcommerce".
"Client" or "Merchant" means a legal entity, sole trader, or other business (including an individual acting in a professional or business capacity, but not as a consumer) who has registered for and is using the BRADcommerce Service under a valid subscription plan, whether trial or paid.
"Client Data" means any data, content, or materials submitted, uploaded, collected, or generated by or on behalf of the Client through the Service, including End Visitor Data.
"Confidential Information" means any non-public information disclosed by one Party to the other in connection with the Service, including business, financial, technical, product, or commercial information that is marked as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure, but excluding information that is or becomes publicly available through no breach of these Terms, was already lawfully known to the receiving Party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.
"Content" means any data, text, images, files, code, or other materials submitted, uploaded, stored, or otherwise transmitted to or through the Service by the Client or its Users.
"Effective Date" means the date when these Terms first apply to the Client upon registration.
"End Visitor" means a natural person who interacts with the Client's website, store, or systems and whose data is processed through the Service as part of the Client's use of BRADcommerce.
"End Visitor Data" means any data relating to an End Visitor that is collected, processed, or generated through the Service, including behavioral, technical, and profile data.
"Material Change" means a change to the Service or these Terms that BRADcommerce reasonably determines is likely to have a significant adverse effect on the Client's ability to use the Service, taking into account factors such as changes to core functionality, pricing, or the Client's rights and obligations under these Terms.
"Parties" means BRADcommerce and the Client collectively, and "Party" means either of them individually.
"Partner" means a third-party service provider (such as an email marketing platform, advertising platform, or other ecommerce tooling) with whom BRADcommerce has established a technical integration to enable data exchange under the Client's instruction.
"Partner Data" means any data, information, metrics, reports, signals, audience data, analytics data, or other information received from or made available through a Partner Integration.
"Partner Integration" means the technical connection between BRADcommerce and a Partner that enables the bidirectional exchange of data on behalf of the Client.
"Personal Data" shall have the meaning given to it under the GDPR.
"Service" refers to the BRADcommerce cloud-based ecommerce data and insights platform, including all associated tools, dashboards, metrics, analytics trackers, reports, AI-driven insights, partner integrations, APIs, and documentation provided by BRADcommerce.
"Subscription" refers to the recurring contractual arrangement between the Client and BRADcommerce for access to the Service, whether on a monthly or annual basis, according to selected pricing plans.
"Terms", "Agreement", or "Service Agreement" refers to this legally binding document outlining the rights, responsibilities, and conditions governing use of the Service.
"Trial" refers to the time-limited evaluation period during which the Client may access the Service without payment, as further described in Section 8.
"User" refers to any person authorized by the Client to access and use the Service, including employees, contractors, or third parties with sub-accounts under the Client's main account.
"Website" means the official BRADcommerce website through which the Service is offered, accessible at bradcommerce.com.

2. Acceptance of Terms and Account Registration

2.1 By registering, accessing, or using the BRADcommerce Service, the Client confirms that it has read, understood, and agreed to these Terms, and that all registration information provided is accurate, current, and complete.

2.2 Where the Client is a company or other legal entity, the individual who completes registration on the Client's behalf represents and warrants that they hold the authority to bind the Client to these Terms. Absent such authority, that individual must not proceed with registration or use of the Service.

2.3 These Terms constitute a legally binding agreement between the Client and BRADcommerce, effective upon the Client's acceptance during the registration process, including by clicking "Sign Up" or any similar action indicating agreement.

2.4 To access and use the Service, the Client must create an account, provide and maintain accurate account information, and ensure the confidentiality of its login credentials. The Client is solely responsible for all activities that occur under its account - including actions performed by its employees, contractors, administrators, and other authorized users - whether or not such activities were authorized by the Client.

2.5 The Client represents and warrants that it has obtained all necessary consents, notices, permissions and other lawful bases required under applicable data protection, privacy and electronic communications laws for the collection, sharing and processing of personal data through the Service.

2.6 The Client shall not use the Service to process personal data in violation of applicable laws or to collect, infer or share special category data unless explicitly permitted by applicable law and supported by an appropriate legal basis.

2.7 The Service may only be used by individuals who are at least 18 years old and who are authorized to act on behalf of the Client.

3. Service Overview and Description

3.1 BRADcommerce is a cloud-based ecommerce data and insights platform that connects data from various ecommerce tools used by Clients. The Service combines data from multiple sources into a unified dashboard, provides AI-driven alerts and insights to help Clients grow their business, and enables data exchange with integrated Partners on the Client's instructions.

3.2 Depending on the Client's selected subscription plan, the Service may include various features, tools, and support options. We may offer additional functionality as part of premium or custom plans.

3.3 We strive to maintain high availability and performance of the Service. However, BRADcommerce is not liable for interruptions, degraded performance, inaccurate outputs, delayed processing, or limited access resulting from:

Scheduled maintenance (with reasonable prior notice);
Events beyond our reasonable control, including but not limited to force majeure (see Section 19), acts of God, infrastructure failure, internet outages, cyberattacks, power outages, or third-party service disruptions;
Outages, limitations, modifications, security incidents, API changes, rate limits, service discontinuations, or other changes affecting Partner Integrations, ecommerce platforms, third-party platforms, APIs, hosting providers, cloud providers, artificial intelligence providers, analytics providers, payment providers, marketing platforms, or other external services on which the Service relies;
Delayed, incomplete, inaccurate, unavailable, or improperly configured data supplied by the Client, Partner Integrations, or third-party systems.

BRADcommerce does not control and is not responsible for the availability, functionality, security, legality, accuracy, or continued operation of any Partner Integration, ecommerce platform, third-party platform, API, hosting provider, artificial intelligence provider, cloud provider, or other external service.

3.4 The Service may generate automated insights, recommendations, forecasts, alerts, and other outputs based on available data. Such outputs are subject to the disclaimers set out in Section 13.3, and the Client remains solely responsible for evaluating and implementing any decisions based on such outputs.

3.5 BRADcommerce's right to modify, improve, replace, suspend, or discontinue features, functionality, integrations, or components of the Service, and the applicable notice requirements, are set out in Section 16 (Changes to Service or Terms).

3.6 BRADcommerce does not guarantee any specific commercial, financial, operational, marketing, conversion, customer acquisition, retention, revenue, profitability, or other business outcome resulting from use of the Service.

4. Ownership of the Service

4.1 All rights, title, and interest in and to the Service are owned by BRADcommerce and/or its licensors. Further detail on BRADcommerce's intellectual property rights is set out in Section 14 (Intellectual Property).

5. Term and Termination

5.1 The Agreement is effective from the date of registration and continues until terminated. Services may be contracted on a monthly or annual basis following any applicable Trial period.

5.1.1 Unless canceled before the end of the Trial period, the selected paid subscription plan will automatically commence and applicable fees will become payable.

5.2 BRADcommerce commits to providing its Services to the Client in accordance with the terms set out in these General Terms and Conditions of Service and, where applicable, in any specific contractual conditions agreed between the Parties.

5.3 BRADcommerce may update these Terms from time to time. Material Changes will become effective no earlier than 30 calendar days after publication on the BRADcommerce website or notification to Clients. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

5.4 The Client is not bound to subscribe to the Service for a fixed term. The Service is offered on a monthly or annual basis, at the Client's discretion. The Client may cancel the subscription at any time. Upon cancellation, BRADcommerce will continue to provide the Service until the end of the then-current billing cycle (monthly or annual, as applicable), and no further renewal fees will be charged.

Unless canceled in accordance with this Section, subscriptions automatically renew for successive monthly or annual billing periods, as applicable.

5.5 Refunds: Refunds are governed by Section 10.9.

5.6 Effect of Termination on Partner Integrations and Client Data: Upon termination of the Service, all active Partner Integrations on behalf of the Client will be disconnected. The Client is responsible for ensuring that any required data is exported prior to the disconnection. Termination of the BRADcommerce Service does not automatically terminate the Client's separate contractual relationships with any Partner.

The Client may export available Client Data during the active subscription period and for up to 90 calendar days following termination, unless otherwise required by law. BRADcommerce may permanently delete Client Data following the expiry of such period.

5.7 BRADcommerce's right to add, remove, replace, suspend, or discontinue Partner Integrations is set out in Section 9.5. Such changes shall not constitute a breach of this Agreement.

6. Use of Service

6.1 To use the Service, the Client must be registered with BRADcommerce. An account may be created directly by the Client, or a User account may be assigned by the Client's authorized personnel. Use of the Service constitutes acceptance of these Terms.

6.2 We reserve the right to suspend, restrict, or terminate access to the Service if the Client violates these Terms, our policies, applicable law, engages in misconduct, creates security risks, threatens the stability or integrity of the Service, or where such action is reasonably necessary to protect BRADcommerce, its Clients, Partners, End Visitors, or the Service.

6.3 As part of the Service relationship, we may send the Client Service notices, administrative messages, legal updates, transactional communications, or marketing communications using the contact details provided by the Client, either directly or via third-party platforms, in accordance with applicable law, the Privacy Policy, and any applicable consent or opt-out requirements.

6.4 Prohibited Uses:
The Client agrees not to:

Contract, subcontract, sell, resell, lease, license, distribute, or commercially exploit the Service or make it available to any third party, except as expressly permitted in these Terms;
Modify, adapt, hack, or otherwise tamper with the Service to falsely imply an association or sponsorship with BRADcommerce, or attempt to gain unauthorized access to the Service or its related systems;
Use the Service for illegal purposes, including but not limited to violating privacy rights, intellectual property rights, or applicable anti-spam legislation;
Process personal data of End Visitors through the Service without a valid lawful basis and the consents required under applicable data protection laws;
Interfere with or disrupt the integrity or performance of the Service or its components;
Attempt to discover the underlying software source code, algorithms, artificial intelligence models, methodologies, training methods, prompts, system architecture, or proprietary logic by reverse-engineering, decompiling, disassembling, scraping, extracting, or otherwise attempting to derive the underlying components of the Service;
Upload, transmit, or store any unlawful, offensive, discriminatory, or malicious content, including viruses, malware, trojans, or any other harmful code;
Use the Service in violation of these Terms or applicable law;
Use the Service to develop, benchmark, train, validate, improve, or support any competing product, service, artificial intelligence model, analytics platform, recommendation engine, or search technology;
Access the Service through automated means, including bots, crawlers, scrapers, or other automated tools, except where expressly authorized by BRADcommerce;
Use the Service in a manner that exceeds reasonable usage levels, circumvents any technical limitations, rate limits, security measures, subscription restrictions, or access controls implemented by BRADcommerce.

6.5 Account Responsibility: The Client is solely responsible for the accuracy, legality, integrity, quality, ownership, collection, and lawful disclosure of all data submitted to or processed through the Service, and for maintaining the confidentiality of its account credentials, including usernames and passwords, and for all activity conducted under its account or any sub-accounts it creates. The Client shall promptly notify BRADcommerce of any unauthorized use of its account, suspected security breach, credential compromise, or other incident affecting account security. Where the Client creates accounts for third parties (e.g., team members or Users), the Client is responsible for ensuring such third parties comply with these Terms and for all actions they perform within the Service.

6.6 Fair Usage: The Client shall not use the Service in a manner that unreasonably interferes with the operation, security, stability, performance, or availability of the Service for other Clients or Users. BRADcommerce reserves the right to implement reasonable technical measures, rate limits, usage thresholds, storage limitations, API limitations, or other restrictions necessary to protect the integrity, security, performance, and reliability of the Service.

6.7 Beta Features: BRADcommerce may make available beta, preview, experimental, early-access, or evaluation features from time to time. Such features are provided on an "as is" and "as available" basis, may contain errors or limitations, and may be modified, suspended, or discontinued at any time without liability. BRADcommerce makes no warranties regarding beta features and shall not be liable for any damages arising from their use.

7. Client Data and End Visitor Data

7.1 The Client retains ownership of all data submitted to or generated through the Service, including data relating to the Client's End Visitors. BRADcommerce does not claim ownership of such data.

For the avoidance of doubt, BRADcommerce's ownership of the Service and related intellectual property is set out in Section 14 (Intellectual Property).

7.2 Subject to the requirements of this Section, BRADcommerce may create, use, store, analyze, commercialize, disclose, publish, and otherwise exploit aggregated, anonymized, statistical, de-identified, and derived data generated from Client Data, End Visitor Data, Partner Data, and Service usage data for analytics, benchmarking, service improvement, product development, artificial intelligence enhancement, operational purposes, industry insights, and other lawful business purposes.

Data may only be used under this Section 7.2 where it has been processed using appropriate anonymization or aggregation techniques such that it does not identify, and cannot reasonably be used by BRADcommerce or any other party, by any means reasonably likely to be used, to re-identify any Client, Partner, End Visitor, or individual person.

BRADcommerce shall not use Client Data or End Visitor Personal Data that identifies or could reasonably be used to re-identify an individual to train general-purpose artificial intelligence models unless expressly agreed otherwise in writing with the Client.

7.3 By submitting or generating data through the Service, the Client warrants that:

It has the legal right to submit and process such data;
It has provided all required notices to End Visitors and obtained any required consents, including consents required under the ePrivacy Directive and GDPR for behavioral tracking, profiling, cross-platform data sharing, and personalization;
The data does not contain content that is unlawful, infringing, discriminatory, or otherwise in breach of these Terms;
It has obtained all necessary rights, permissions, authorizations, and legal bases required to share, transfer, connect, synchronize, and otherwise make available any Client Data, End Visitor Data, Partner Data, or third-party data to BRADcommerce.

7.4 The Client is solely responsible, as data controller, for the lawfulness of personal data submitted to the Service, including obtaining End Visitor consent as required by applicable law. BRADcommerce provides tooling and information to assist the Client in meeting these obligations, but does not assume the Client's controller responsibilities under the GDPR.

The Client acknowledges that BRADcommerce acts primarily as a technology platform and, in that capacity, processes Client Data and End Visitor Personal Data as a data processor on the Client's behalf, without independently determining the purposes for which such data is collected. The limited processing activities that BRADcommerce carries out for its own purposes, or jointly with a Partner, are described in the Privacy Policy and, where applicable, the relevant Joint Controller Arrangement. The Client remains solely responsible for compliance with all applicable privacy, consumer protection, marketing, tracking, profiling, personalization, and data protection laws applicable to its use of the Service.

7.5 BRADcommerce reserves the right, but is not obligated, to review, monitor, suspend, restrict access to, or remove any content, data, integrations, accounts, or activities that it reasonably believes violate these Terms, applicable law, security requirements, or the rights of third parties.

7.6 BRADcommerce's right to use feedback, suggestions, or comments provided by the Client is set out in Section 14.3.

7.7 For more details on how BRADcommerce processes personal data, please refer to our Privacy Policy and Data Processing Agreement (DPA).

7.8 Benchmarking and Industry Insights: BRADcommerce's right to generate, publish, commercialize, and distribute aggregated industry benchmarks, market trends, performance indicators, and statistical reports derived from data processed through the Service is set out in Section 7.2.

The Client shall have no ownership rights, approval rights, compensation rights, or other claims in relation to such aggregated benchmarks, reports, market insights, or industry statistics.

8. Free Trial

8.1 BRADcommerce may offer a free trial of the Service ("Trial") that provides access to the full Service for a limited time (typically 14 days) as specified at the point of registration.

8.2 The Trial is offered solely for the purpose of evaluating the Service. BRADcommerce may modify, suspend, limit, or discontinue the Trial offering, any Trial features, functionality, usage limits, integrations, or access rights at any time and without liability.

8.3 During the Trial, the Client is bound by these Terms, the Privacy Policy, and the Data Processing Agreement (DPA) to the same extent as a paid subscriber, except in respect of payment obligations. The Client remains responsible for ensuring the legality of all data submitted to the Service and compliance with all applicable laws during the Trial period.

8.4 At the end of the Trial, unless the Client subscribes to a paid plan, access to the Service may be suspended or terminated. Trial data shall be made available for export and subject to deletion on the same terms as set out in Section 5.6. BRADcommerce shall have no obligation to retain, export, recover, or make available any Trial data beyond that period.

8.5 Unless otherwise stated at the point of registration, the Trial shall automatically expire at the end of the Trial period. Access to the Service may be suspended until a paid subscription is activated. BRADcommerce is under no obligation to maintain Trial-specific configurations, integrations, settings, reports, dashboards, or generated outputs following expiration of the Trial.

8.6 The Trial is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, BRADcommerce disclaims all warranties, representations, service levels, support commitments, and availability guarantees during the Trial period.

9. Partner Integrations

9.1 The Service includes the ability to connect to and exchange data with third-party Partners selected by the Client (such as email marketing platforms, advertising platforms, analytics providers, ecommerce tools, AI services, or other third-party platforms). Available Partner Integrations may change from time to time. BRADcommerce does not guarantee the continued availability, compatibility, support, functionality, performance, security, legality, compliance status, API stability, or commercial availability of any specific Partner Integration.

9.2 The Client is solely responsible for:

Selecting which Partner Integrations to enable;
Maintaining a valid contractual relationship with each Partner;
Complying with the terms of each Partner's own service agreement and privacy policy.

The Client's data protection obligations relating to Partner Integrations - including obtaining required consents and lawful bases, providing transparency to End Visitors, and ensuring the accuracy and lawful collection of data shared with BRADcommerce or Partners - are set out in Section 12.2.

9.3 BRADcommerce is not a party to the Client's relationship with any Partner and is not responsible for the acts, omissions, content, service quality, security practices, availability, pricing, contractual obligations, data processing activities, or compliance of any Partner. The terms governing the Client's relationship with each Partner are separate from these Terms.

Any claims relating to Partner services, Partner Data, Partner performance, or Partner contractual obligations must be directed to the relevant Partner.

9.4 Where the exchange of personal data through a Partner Integration results in joint controllership between BRADcommerce and the Partner under Article 26 GDPR, the applicable allocation of responsibilities shall be governed by a separate Joint Controller Arrangement. The existence of such an arrangement shall not relieve the Client of its own obligations as data controller towards End Visitors.

9.5 BRADcommerce may add, remove, replace, suspend, disable, limit, modify, or discontinue any Partner Integration at any time and without liability, including where it reasonably believes that the continued operation of the integration creates a risk of legal non-compliance, security breach, operational instability, data integrity issues, reputational harm, excessive technical load, or harm to End Visitors, Clients, Partners, or the Service, or where such action is otherwise necessary or appropriate for technical, commercial, strategic, legal, security, operational, development, maintenance, or improvement reasons, including where BRADcommerce determines that the integration no longer aligns with its commercial priorities or product positioning.

9.6 BRADcommerce does not guarantee that data received from Partners is complete, accurate, current, uninterrupted, synchronized, or free from errors. Any analytics, reports, alerts, recommendations, benchmarks, forecasts, or insights generated by the Service may be affected by limitations, inaccuracies, delays, or unavailability of Partner Data sources; the disclaimers set out in Section 13.3 apply equally to such outputs.

9.7 The Client acknowledges that activating a Partner Integration may result in the transfer, receipt, synchronization, enrichment, aggregation, or processing of data between BRADcommerce and the selected Partner. The Client remains solely responsible for determining whether such data flows are permitted under applicable law and for obtaining any required authorizations, notices, or consents.

9.8 The Client acknowledges that certain Partner Integrations may require separate agreements, subscriptions, licenses, accounts, or fees payable directly to the relevant Partner. BRADcommerce is not responsible for providing, maintaining, or paying for such third-party services.

10. Pricing and Payment

10.1 BRADcommerce offers its Services on a monthly or annual subscription basis, with payments required in advance. The applicable fees are defined in the Service plan selected by the Client.

Monthly and annual subscriptions automatically renew for successive billing periods unless canceled in accordance with these Terms. The applicable subscription fees, plan features, usage thresholds, and billing structures in effect at the time of renewal shall apply to the renewed subscription period.

10.2 VAT and any other applicable taxes will be added to the Service fees, based on current tax regulations and the Client's jurisdiction.

10.3 BRADcommerce offers different subscription plans, which may be based on factors such as Client size, number of tracked visitors, number of connected integrations, data volume, feature availability, usage levels, artificial intelligence functionality, or other Service metrics determined by BRADcommerce from time to time.

The applicable subscription plan, pricing, included features, usage limits, and any applicable overage charges are published on the BRADcommerce website or otherwise made available to the Client during the subscription process.

BRADcommerce reserves the right to introduce new subscription plans, modify existing plans, adjust usage thresholds, introduce new chargeable features, or discontinue existing plans in accordance with these Terms.

10.4 Payment: All payments must be made in Euros (€) using one of the accepted payment methods:

Credit Card
Debit Card
SEPA Direct Debit

Payments are processed through one or more third-party payment service providers (such as Stripe or other payment processors made available through the Service). Use of a third-party payment service provider is subject to that provider's own terms and privacy policy.

BRADcommerce is not responsible for payment processing errors, service interruptions, delays, outages, security incidents, or other issues attributable to any third-party payment provider.

10.5 Client Responsibility for Payment Information: The Client is responsible for maintaining accurate and up-to-date payment information, including bank card details or other billing data. Any fees or costs arising from failed or returned transactions due to outdated information will be borne by the Client.

10.5.1 If any payment is declined, reversed, charged back, rejected, or otherwise fails, BRADcommerce may suspend or restrict access to the Service until all outstanding amounts have been paid in full.

10.6 Usage Limits and Price Adjustment: If the Client exceeds the usage limits defined by its selected plan, the Service may be suspended until the start of the next billing cycle or until the Client upgrades to a higher plan. To avoid interruptions, the Client is encouraged to monitor its usage and adjust its plan as needed.

BRADcommerce reserves the right to verify usage metrics relevant to the applicable subscription plan and may require the Client to upgrade its subscription where actual usage exceeds the limits of the selected plan. BRADcommerce may also apply applicable overage charges, additional fees, or usage-based pricing where such pricing forms part of the applicable subscription plan.

BRADcommerce reserves the right to modify subscription fees, pricing plans, usage thresholds, billing structures, and chargeable features from time to time. Any such changes shall become effective no earlier than 30 calendar days after prior notice to the Client and shall apply prospectively.

10.7 Overdue Payments: Invoices are due immediately upon issuance. Any unpaid invoice will be considered overdue starting from the invoice date.

10.8 Suspension and Cancellation for Non-Payment:

Temporary Suspension: If payment is not received within 15 calendar days of the invoice date, BRADcommerce reserves the right to temporarily suspend access to the Service, including access to Client accounts, dashboards, integrations, reports, analytics, and other Service functionality.
Subscription Cancellation: If payment is not received within 30 calendar days of the invoice date, BRADcommerce may terminate the Client's subscription and Agreement for material breach. BRADcommerce shall have no liability for any loss of access, interruption of business operations, loss of data, or other consequences resulting from such suspension or termination due to non-payment.

The Client is encouraged to resolve any payment issues promptly to avoid Service disruptions.

10.9 Refunds: Except where required by applicable law, all fees are non-refundable. No refunds, credits, or reimbursements shall be provided for unused subscription periods, unused features, reduced usage, suspension, downgrades, early termination, or partial use of the Service.

10.10 No Set-Off: Payments shall be made without deduction, withholding, counterclaim, set-off, or reduction of any kind except where required by applicable law.

11. Taxes

11.1 All Service fees are exclusive of applicable taxes unless explicitly stated otherwise. The Client is responsible for paying all applicable taxes, duties, levies, or similar governmental charges imposed in connection with the Services, including VAT where applicable. VAT shall be charged in accordance with the tax laws of the relevant jurisdiction, including the application of reverse charge mechanisms where permitted by law.

11.2 The Client is not permitted to reduce payments to BRADcommerce by withholding or deducting taxes unless required by applicable law. If the Client is required by law to withhold any tax, the Client shall ensure that BRADcommerce receives the same net amount that it would have received had no withholding been required. The Client shall promptly provide BRADcommerce with an official withholding tax certificate or other appropriate documentation issued by the relevant tax authority.

11.3 If BRADcommerce is required to collect or pay any taxes on behalf of the Client, those taxes will be invoiced to the Client, unless the Client submits a valid tax exemption certificate issued by the competent tax authority.

11.4 The Client is responsible for ensuring compliance with tax obligations related to its use of the Service, and for providing necessary documentation to support any exemptions or withholdings.

11.5 The Client is responsible for providing accurate billing, tax, VAT, and registration information. BRADcommerce shall not be liable for any additional taxes, penalties, interest, or charges arising from inaccurate, incomplete, or outdated information provided by the Client.

12. Client Obligations

12.1 Proper Use and Confidentiality: The Client must use the Service in a legal, ethical, and appropriate manner at all times. The Client agrees to maintain strict confidentiality of its account credentials, including the access account and password to its private area. These credentials are confidential, non-transferable, and may not be shared or commercially exploited. The Client's responsibility for activities carried out under its account is set out in Section 2.4.

12.2 Compliance with Data Protection Obligations:

The Client warrants and undertakes that:

It has implemented a lawful basis for the processing of all personal data submitted to the Service, including End Visitor Data;
It has obtained all consents required under the GDPR, the ePrivacy Directive, and any applicable national laws for the processing activities carried out through the Service, including behavioral tracking, session stitching, profile building, cross-platform data sharing with Partners, and personalization;
It has provided End Visitors with all required transparency information, including information about BRADcommerce as a processor or joint controller and any Partners involved in the processing;
It will promptly notify BRADcommerce of any withdrawal of consent, objection to processing, or other data subject request that affects processing carried out through the Service;
The Client is solely responsible for determining whether any data transfers, disclosures, synchronization, enrichment, profiling, audience creation, or other processing activities involving Partners are lawful and for obtaining all required notices, permissions, consents, and legal bases before enabling such activities through the Service;
The Client is responsible for ensuring that all data submitted to the Service is accurate, complete, up-to-date, and lawfully obtained.

The Client acknowledges that BRADcommerce relies on the Client's representations regarding consent collection, lawful basis, privacy notices, and compliance with applicable data protection laws. BRADcommerce shall not be responsible for verifying the validity, scope, or existence of any consent or other lawful basis obtained by the Client.

12.3 Prohibited Content and Activities: The Client agrees not to use the Service to upload, distribute, process, transmit, store, or facilitate any content or data that is unlawful, infringing, discriminatory, defamatory, fraudulent, misleading, harmful, malicious, obscene, racist, xenophobic, pornographic, or otherwise violates applicable laws, regulations, third-party rights, or these Terms.

12.4 Payment Obligation: The Client agrees to pay for the BRADcommerce Services as outlined in the applicable Service Agreement, including any updated pricing terms or plans that may apply during the course of the subscription.

12.5 Material Breach: The obligations listed in this section are considered essential terms of the agreement. A violation of any of these obligations constitutes a material breach of contract. In such cases, BRADcommerce reserves the right to immediately suspend the Client's access to the Service without prior notice, and may seek compensation for any damages resulting from the breach.

In cases of serious, repeated, intentional, or non-remediable breaches, BRADcommerce may terminate the Client’s access to the Service and the Agreement with immediate effect, without prejudice to any other rights or remedies available under applicable law.

13. BRADcommerce Responsibilities and Disclaimers

13.1 BRADcommerce provides its Services with a commercially reasonable level of care and diligence, and we hope they meet the Client’s expectations. However, we cannot guarantee that every aspect of the Service will always meet all requirements or operate without interruption.

13.2 Except as expressly stated in these Terms or required by law, BRADcommerce makes no specific guarantees regarding the Service. For example, we do not guarantee the accuracy, reliability, completeness, timeliness, availability, suitability, or fitness of the Service, any Partner Integration, Partner Data, third-party data source, artificial intelligence output, recommendation, alert, benchmark, forecast, or insight for the Client's particular needs. The Service is provided "as is" and "as available." The Client is solely responsible for determining whether the Service fits its needs.

13.3 AI-driven insights, recommendations, forecasts, alerts, benchmarks, scores, predictions, and other outputs generated by the Service are provided for informational purposes only and do not constitute legal, financial, tax, accounting, investment, marketing, business, compliance, or other professional advice. The Client remains solely responsible for independently evaluating such outputs and for all decisions, actions, or omissions based on them.

The Client acknowledges that artificial intelligence, machine learning, predictive analytics, and automated decision-support technologies may generate incomplete, inaccurate, biased, unexpected, or incorrect outputs. BRADcommerce does not guarantee the correctness, accuracy, completeness, reliability, or suitability of any AI-generated output.

13.4 To the fullest extent permitted by applicable law, BRADcommerce disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

13.5 To the extent permitted by law, BRADcommerce, its suppliers, and its partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities.

13.6 To the maximum extent permitted by applicable law, BRADcommerce's aggregate liability arising out of or relating to the Service, these Terms, or any related claim shall not exceed the greater of: (a) the total fees paid by the Client for the Service during the twelve (12) months immediately preceding the event giving rise to the claim; or (b) EUR 5,000.

The limitations set out in this Section shall not apply to liability that cannot be limited or excluded under applicable law.

13.6.1 Without limiting the foregoing, BRADcommerce shall not be liable for any loss, damage, cost, liability, claim, or expense arising from or related to:

(a) Client Data, End Visitor Data, or any inaccuracies, incompleteness, unlawfulness, or unavailability thereof;
(b) Partner Integrations, Partner services, Partner Data, or any acts, omissions, failures, interruptions, modifications, security incidents, or compliance issues attributable to any Partner;
(c) third-party software, APIs, hosting providers, payment providers, artificial intelligence providers, cloud infrastructure providers, analytics tools, or other external services;
(d) business decisions, actions, or omissions taken by the Client based on insights, recommendations, forecasts, alerts, reports, benchmarks, analytics, or other outputs generated by the Service;
(e) unauthorized access, security incidents, credential compromise, or account misuse resulting from the Client's failure to maintain appropriate security measures;
(f) any act, omission, negligence, misconduct, or breach of these Terms by the Client, its employees, contractors, agents, affiliates, End Visitors, or Partners.

13.6.2 The Client acknowledges that the Service is intended as a business support and analytics tool and not as a mission-critical, emergency, safety-critical, healthcare, financial trading, or life-dependent system. The Client shall not rely on the Service as the sole basis for operational, financial, legal, regulatory, or commercial decisions.

13.7 BRADcommerce, its suppliers, and its partners will not be responsible for any loss or damage that is not reasonably foreseeable.

13.8 The Client shall defend, indemnify, and hold harmless BRADcommerce, its affiliates, directors, officers, employees, contractors, and agents from and against any third-party claims, actions, proceedings, liabilities, damages, losses, costs, fines, penalties, and expenses (including reasonable legal fees) arising out of or relating to:

(a) the Client's use of the Service;
(b) the Client's breach of these Terms;
(c) the Client's violation of applicable laws or regulations;
(d) the Client's collection, processing, sharing, transfer, or other use of personal data, including End Visitor Data;
(e) the Client's relationship with End Visitors, Partners, suppliers, customers, or other third parties;
(f) any content, data, materials, or information submitted, uploaded, synchronized, transferred, or otherwise made available by the Client through the Service.

This indemnification obligation shall survive termination or expiration of these Terms.

14. Intellectual Property

14.1 Using BRADcommerce does not grant the Client any ownership rights in the Service or any intellectual property rights related to the Service. BRADcommerce and its licensors retain all right, title, and interest in and to the Service, including all software, source code, object code, algorithms, artificial intelligence models, machine learning systems, methodologies, analytics frameworks, dashboards, reports, benchmarks, user interfaces, designs, documentation, APIs, databases, know-how, trade secrets, trademarks, service marks, logos, and all related intellectual property rights.

Except as expressly permitted under these Terms, no license, ownership right, or other intellectual property right is granted to the Client.

14.2 The Client may not copy, reproduce, modify, create derivative works from, distribute, publish, license, sell, lease, transfer, reverse engineer, decompile, disassemble, extract, scrape, or otherwise exploit any part of the Service or its underlying technology except as expressly permitted by applicable law or these Terms.

14.3 Any feedback, suggestions, enhancement requests, recommendations, ideas, or other input provided by the Client regarding the Service may be freely used, implemented, modified, commercialized, and incorporated into the Service by BRADcommerce without restriction or obligation to the Client.

14.4 Subject to the Client's compliance with these Terms and payment of applicable fees, BRADcommerce grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for its internal business purposes during the applicable subscription period.

15. Privacy and Security

15.1 The use of your personal data is governed by our Privacy Policy, which describes how we collect, use, and protect your information when you use our Services. We encourage the Client and its Users to review the Privacy Policy carefully.

15.2 In delivering the Service, BRADcommerce implements appropriate administrative, technical, and organizational measures designed to protect the confidentiality, integrity, and availability of data processed through the Service, taking into account the nature, scope, context, and purposes of processing and the risks involved. However, no system, network, software, transmission method, or storage technology can be guaranteed to be completely secure, and BRADcommerce does not warrant that the Service will be free from security incidents, cyberattacks, unauthorized access, data loss, or other security-related events.

15.2.1 The Client is responsible for maintaining appropriate security measures within its own systems, accounts, devices, networks, integrations, and access credentials. BRADcommerce shall not be liable for any security incident, unauthorized access, data breach, or loss resulting from the Client's failure to implement appropriate security controls.

15.3 The Client acknowledges and agrees that BRADcommerce may access, process, review, and use account data, configuration data, integration data, usage data, and related information solely to provide, maintain, secure, monitor, improve, troubleshoot, support, comply with legal obligations, investigate suspected violations of these Terms, and operate the Service. BRADcommerce will not disclose such information except as permitted by these Terms, the Privacy Policy, the Data Processing Agreement (DPA), or as required by applicable law.

15.4 Processing of personal data related to use of the Service is governed by our Privacy Policy and Data Processing Agreement (DPA), which are incorporated by reference into these Terms. The Service may rely on third-party service providers ("Sub-processors") as detailed in the DPA.

15.5 BRADcommerce may engage, replace, add, or remove Sub-processors from time to time in accordance with the Data Processing Agreement (DPA). An up-to-date list of Sub-processors shall be made available through the DPA, Privacy Policy, or another location designated by BRADcommerce.

16. Changes to Service or Terms

16.1 BRADcommerce is continuously evolving and improving its Services. As a result, we may add, modify, replace, suspend, limit, or remove certain features, functionalities, Partner Integrations, artificial intelligence models, analytics capabilities, reports, dashboards, recommendations, usage limits, APIs, or other components of the Service. Where such changes constitute a Material Change, we will use reasonable efforts to provide advance notice of at least 30 calendar days, unless the change is required to comply with legal obligations, address security concerns, prevent abuse, maintain Service stability, or involves new functionality, in which case it may take effect immediately.

16.2 We may also update these Terms, the Privacy Policy, the Data Processing Agreement (DPA), Sub-processor disclosures, service documentation, policies, and other Service-related documents to reflect changes in the Service, legal requirements, regulatory guidance, security requirements, industry standards, or operational needs.

16.3 Continued use of the Service after such updates become effective constitutes the Client's acceptance of the revised Terms. If the Client does not agree with any material modification to these Terms, the Client's sole remedy shall be to discontinue use of the Service and terminate its subscription prior to the effective date of the updated Terms.

16.4 Either party may terminate this agreement in accordance with applicable law, including in the event of material breach of contract.

16.5 If we decide to discontinue the Service, we will provide reasonable advance notice where feasible and give the Client a reasonable opportunity, not exceeding 90 calendar days from the effective discontinuation date, to export available Client Data. BRADcommerce shall have no obligation to maintain, store, preserve, recover, convert, migrate, or make available any data after such period.

16.6 Third-Party Rights Disclaimer: These Terms govern the relationship between the Client and BRADcommerce. They do not create any rights for third parties.

16.7 BRADcommerce may assign, transfer, delegate, or otherwise dispose of its rights and obligations under these Terms in connection with a merger, acquisition, corporate restructuring, sale of assets, or transfer of the Service. The Client may not assign or transfer its rights or obligations without BRADcommerce's prior written consent.

17. Governing Law and Jurisdiction

17.1 These Terms, and any dispute, controversy, claim, or matter arising out of or relating to these Terms, the Service, or the relationship between the Parties, shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of laws principles.

17.2 The Parties agree that the courts of the Republic of Lithuania shall have exclusive jurisdiction to resolve any dispute, claim, or legal proceeding arising out of or relating to these Terms, the Service, or the relationship between the Parties.

17.3 Before initiating court proceedings, the Parties shall use reasonable efforts to resolve any dispute arising out of or relating to these Terms through good-faith negotiations.

17.4 These Terms, together with the Privacy Policy, Data Processing Agreement (DPA) (including its Sub-processor List), and any applicable subscription plan, order form, or other Service-specific documentation, constitute the entire agreement between the Parties relating to the Service and supersede all prior discussions, negotiations, representations, understandings, proposals, and agreements relating to the same subject matter.

17.5 If any provision of these Terms is determined by a court or competent authority to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent as closely as possible.

18. No Waiver

18.1 Any failure, delay, or omission by BRADcommerce to exercise or enforce any right, remedy, power, or provision under these Terms shall not constitute a waiver of such right, remedy, power, or provision, nor shall it prevent or restrict the further exercise or enforcement of that or any other right, remedy, power, or provision.

18.2 Any waiver of any provision of these Terms shall be effective only if made in writing and expressly stated as a waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach or default.

19. Force Majeure

19.1 Neither Party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond that Party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riot, civil unrest, governmental action or restriction, epidemic or pandemic, labor disputes, failure or interruption of internet, telecommunications, or power infrastructure, cyberattacks, and failures or unavailability of third-party services, platforms, or providers on which the Service relies (each, a "Force Majeure Event").

19.2 The Party affected by a Force Majeure Event shall use reasonable efforts to notify the other Party of the Force Majeure Event and to mitigate its impact, and shall resume performance of its affected obligations as soon as reasonably practicable once the Force Majeure Event ceases.

19.3 For the avoidance of doubt, a Force Majeure Event does not excuse or suspend the Client's obligation to pay any fees due under these Terms.

19.4 If a Force Majeure Event affecting BRADcommerce continues for more than thirty (30) consecutive calendar days, either Party may terminate the affected Subscription upon written notice to the other Party, without liability for such termination, save for fees accrued prior to the date of termination.

20. Marketing and Publicity

20.1 Unless otherwise agreed in writing, the Client grants BRADcommerce a non-exclusive, worldwide, royalty-free right to use the Client’s name, trademarks, logos, brand elements, and publicly available company information for the purpose of identifying the Client as a user of the Service in customer lists, websites, presentations, proposals, case studies (subject to Section 20.3), investor materials, marketing materials, promotional content, and other business communications.

20.2 BRADcommerce may verbally or in writing refer to the Client as a customer or user of the Service.

20.3 BRADcommerce shall not disclose the Client’s Confidential Information, non-public performance metrics, commercially sensitive information, or detailed case studies without the Client’s prior written consent.

20.4 The Client may opt out of future marketing references at any time by providing written notice to BRADcommerce using the contact details specified in Section 21. Such opt-out shall not require BRADcommerce to remove or modify materials already published before receipt of the opt-out request.

21. Contact Information

21.1 If the Client has any questions regarding these Terms, the Service, its account, privacy matters, or any other legal matter relating to BRADcommerce, the Client may contact us using the following details:

Email: support@bradcommerce.com
Address: K. Donelaičio g. 62-522, LT-44248 Kaunas, Lithuania
Company Code: 300117946

21.2 BRADcommerce may update its contact details from time to time by publishing the updated information on its website.

General Terms and Conditions of Service for BRADcommerce