Terms of Service

Version 1.0 – March 29, 2021 1.1 — Introduction These Standard Terms of Service apply to the Agreement between Customer and mybrand.center (supplier) and, together with in paragraph 1.20 mentioned annexes, represent the intention of the Parties in entering into this Agreement. 1.2 — Grant of Subscription 1.2.1Unless otherwise specified in the Modules and Fees […]


Version 1.0 – March 29, 2021

1.1 — Introduction

These Standard Terms of Service apply to the Agreement between Customer and mybrand.center (supplier) and, together with in paragraph 1.20 mentioned annexes, represent the intention of the Parties in entering into this Agreement.

1.2 — Grant of Subscription

1.3 — Ownership of Intellectual Property Rights

1.4 — Supplier Responsibilities

1.5 — Customer Responsibilities

1.6 — Third Party Products

1.7 — Data Protection

1.8 — Support and maintenance services

1.9 — Fees and payment

1.10 — Confidentiality

1.11 — Publicity

1.12 — Warranties

1.13 — Indemnities

1.14 — Limitation of liability

1.15 — Term and termination

1.16 — Effects of termination

1.17 — Governing Law and Dispute Resolution

1.18 — Other Terms

1.19 — Definitions

As used in this Agreement, the following terms shall have the meanings specified below. References to Sections or Subsections shall refer to Sections or Subsections of this Agreement, unless otherwise specified. In this Agreement: (i) the singular includes the plural and vice versa and any gender includes any other gender; (ii) references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to each of the same as amended by any subsequent statute, enactment, order, regulation, or instrument or as contained in any subsequent re-enactment thereof; (iii) the words “month”, “year”, and “quarter” mean calendar month, calendar year, and calendar quarter, unless otherwise stated; (iv) the word “including” (or any analogous word or phrase) means “including without limitation”; and (v) the terms “Data Subject”, “Data Controller”, “Data Processor” and “Personal Data” have the meanings given under the Data Protection Act 2000 (“DPA”) (Wet bescherming persoonsgegevens).

Agreementthese Standard Terms of Service, together with the Commercial Terms, any applicable Statements of Work, the Service Level Agreement, the Acceptable Use Policy, and other attachments hereto, all of which are incorporated by reference, and as may be modified, amended, or supplemented from time to time.
Authorised Representativea person with permission from the Receiving Party to access Disclosing Party’s Confidential Information (e.g. employees, agents, or advisors).
Business Day08:30 to 17:00, local time for the contracting Supplier entity, not including Saturday, Sunday or a public holidays.
Change of Controla change in the holder of the right to, directly or indirectly, direct or cause the direction of the management and policies of an entity (whether through the ownership of voting shares, by contract or otherwise), or the acquiring of more than fifty percent (50%) of the shares of that entity or of the voting rights attached to it, including through an initial public offering of more than fifty percent (50%) of the share capital of that entity.
Confidential Informationany and all non-public information disclosed to the Receiving Party by the Disclosing Party, whether in the past, now or in the future, in any form or format whatsoever, whether tangible or intangible, including Intellectual Property Rights, whether or not subject to or protected by registered or unregistered copyright, patent, trademark, existing now or in the future, that relates to the Disclosing Party or their business, prospective business, finances, budgets, costs, marketing, contracts, suppliers, customers, employees, or investors; technical processes, computer software or programs (including source code and object code), trade secrets, know-how, inventions, applications, documentation, schematics, data, designs, drawings, works in progress, engineering, security reports and information, penetration test reports, formulae, or other test data; correspondence with governmental agencies or authorities; or the terms of any agreement negotiated or entered into between the Parties and the discussions, negotiations, and proposals related to any such negotiation or agreement, where the information is: (i) clearly and conspicously marked as “confidential” or “proprietary” or with a similar designation; (ii) identified by the Disclosing Party as confidential and/or proprietary before, during, or promptly after presentation or communication; or (iii) disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood, that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or “proprietary” or any similar designation is used.
Cure Periodthe time frame within which a Party that has defaulted or materially breached its obligations under this Agreement is permitted by the other Party to remedy such default or material breach, such time frame to be set out in this Agreement or the notice itself, as applicable.
Customer Dataall items supplied by Customer or its Authorised Representatives for inclusion in, uploading to, or use in association with the Product. Customer Data includes programs, data, or other software files, documents, tests, pictures, graphics, video, animation, and sound recordings, as well as all the data created by Users and any Personal Data provided by Customer in the context of this Agreement.
Data Protection Legislationas applicable, the Data Protection Act 2000 (“DPA”) (Wet bescherming persoonsgegevens), Exemption Decree DPA 2001 (Vrijstellingsbesluit Wbp), the Law on Data Breach Notifications (Wet Meldplicht datalekken en uitbreiding bestuurlijke boetebevoegdheid Cbp), the Data Protection Directive (95/46/EC), the Electronic Communications Data Protection Directive (2002/58/EC), and all applicable Regulations relating to the processing of personal data and privacy, including the guidance and codes of practice issued by the Data Protection Authority.
Deliverablesthe output specified in the Statement of Work and implemented in accordance with the Project Plan.
Disclosing Partythe Party disclosing Confidential Information.
Effective Datethe date this Agreement comes into force.
Force Majeure Eventan occurrence beyond the control and without the fault or negligence of the Party affected and which that Party is unable to prevent or mitigate through the exercise of reasonable diligence, including: acts of God, expropriation or confiscation of facilities, any form of Government intervention, war, hostilities, rebellion, terrorist activity, local or national emergency, sabotage or riots, strikes (excluding strikes by Supplier personnel), and floods, fires, explosions or other catastrophes, electricity failure, faults effecting the internet, computer network or telecommunication facilities, and failure by secondary suppliers engaged by Supplier at Customer’s instruction to duly meet their obligations.
Good Industry Practicein relation to any undertaking and any circumstances, the exercise of the degree of skill, care, prudence, efficiency, foresight, and timeliness which would be expected from a skilled and experienced person engaged in the same type of undertaking.
Initial Termall and any copyright, know-how, technical information, rights in inventions, patents, trade secrets, trademarks and trade names, business names, logos, service marks, moral rights, design rights, rights in get-up, database rights and rights in data, computer data, generic rights, proprietary information rights, the right to sue for passing off, utility models, domain names, rights in goodwill, and all similar or equivalent rights and in each case, whether registered or not, including any application to protect or register such rights and all renewals and extensions of such rights or applications, whether vested, contingent, or future, and wherever existing.
Invoice Datethe date on each invoice, which is automatically generated on the date the invoice is created, sent to, and received by Customer via e-mail.
Malwareviruses, worms, Trojan horses, or other malware or harmful computer code, files, scripts, agents, or programs.
Material Breacha failure by one Party that is severe enough to undermine the entire Agreement by depriving the other Party of a core benefit for which the Agreement was entered into, including: failure to make payment when due, breach of confidentiality obligations, infringement of Intellectual Property Rights and failure to remedy such breach in accordance with this Agreement, breach of applicable laws, repeated non-material breaches cumulatively amounting to a material breach, and failure to keep current all billing information to the extent that it interferes with invoicing.
Media Importthe upload of Customer’s digital media files and import of the associated metadata to Customer’s Product.
mybrand.centerThe commercial name of the Product.
One-Off Coststhe one-time costs required for the implementation of the Product of the One-Off Deliverables, provided by qualified Supplier employees. Costs correspond to the rates set out in the Commercial Terms.
Online Termsterms applicable to the Agreement, as updated from time to time, and available for review and download at: https://mybrand.center/legal, including these Standard Terms of Service, the Service Level Agreement, and the Acceptable Use Policy.
Partyeach signatory to this contract (collectively, “Parties”).
Payment Periodthe period specified in Subsection 1.9.4 of these Standard Terms of Service.
Productmybrand.center software as described in the Agreement, User Instructions (excluding verbal instructions), any additional modules purchased, and any modified, updated, or enhanced versions of such modules that Supplier may make available pursuant to this Agreement. The Product is also referred to as “Brand Portal” and the terms can be used interchangeably.
Professional Servicesthe services provided by qualified Supplier employees upon request.
Receiving Partythe Party that receives Confidential Information from the Disclosing Party.
Regulationsany law, legislation, instrument, rule, order, regulation, directive, by-law, industry code, or decision which applies to, concerns, or otherwise affects any Party’s obligations under this Agreement, as may be amended or varied from time to time including Data Protection Legislation.
Review Round(s)review of the Deliverables by Customer, followed by alterations performed by Supplier, if necessary.
Service Level Agreement (“SLA”)the contents of the Service Level Agreement then in force.
Subscription Feethe recurring amount of money, as agreed in the Commercial Terms and any amendment thereto, to be paid by Customer to Supplier for the use of the Product.
Subsequent Termany renewal Term of the Agreement, as stated in the Commercial Terms.
Termthe period of time commencing upon the Project Start Date of the relevant Project, including the Initial Term and any Subsequent Term(s). The Term will end on the date this Agreement expires or terminates or the date the applicable Statement of Work expires or terminates, as applicable.
Third Party Productsa product provided by a company other than Supplier.
Uptimeas calculated in the Service Level Agreement.
Userany individual who accesses and/or uses the Product through Customer’s account.
User Accountthe permission granted to an individual User to access and use the Product. A User Account may not be shared by multiple Users. In the case of departure, long-term sickness, long-term leave, or retirement), a User Account can be deactivated and a new User Account can be activated to enable Customer to use all User Accounts to which it has subscribed.
User Instructionswritten instructions, including documentation, as well as the instructions stored in the Knowledge Base (support.mybrand.center) and the release notes of new Product features.

1.20 — Annexes

Start improving your brand experience.

Take your brand to the next level and do more than just manage your digital brand experience. Bring your brand to life, consistently and efficiently.

mybrand.center is endorsed by RGN and is a part of the RGN brand family.

    Contact us

    By clicking send request, you agree to our terms and that you have read our data policy, including our cookie policy