Terms of Service

Last updated: 01 August 2025

1. WHO WE ARE

The website, mobile applications and any related services (together, the "Site") are operated by Price Heys GmbH, a company registered in Switzerland under Swiss Commercial Register number CH-100.4.816.454-9, trading as "Brix + Bailey" ("Brix + Bailey", "we", "us", "our").

Registered office: Price Heys GmbH, Zug, Switzerland
Commercial Register No.: CH-100.4.816.454-9
Legal form: Gesellschaft mit beschränk4ter Haftung (GmbH)
Email: mail@brixbailey.com

When we say "you", we mean the person using the Site and/or purchasing products or services through it.

Consumer Rights Acknowledgment: Where you are a consumer, these Terms comply with applicable consumer protection laws while providing maximum protection for our business as permitted by law. Nothing in these Terms reduces non-waivable consumer rights under applicable law, but all discretionary provisions favor our protection.

2. OUR BUSINESS MODEL & PLATFORM DISCLAIMERS

2.1 Types of Sales and Platform Role

IMPORTANT PLATFORM DISCLAIMERS - READ CAREFULLY:

WE ARE A TECHNOLOGY PLATFORM ONLY. We provide marketplace technology, payment processing, and coordination services. We are NOT:

  • The manufacturer, importer, or seller of third-party products
  • Responsible for third-party seller actions, omissions, or compliance
  • A party to contracts between buyers and third-party sellers
  • Responsible for product quality, safety, or legality (except our own Brix + Bailey products)
  • An insurer, guarantor, or warrantor of third-party transactions

Brix + Bailey Direct Sales: Products designed and sold by us under the "Brix + Bailey" brand. For these products only, your contract is with Price Heys GmbH, and we are responsible for product compliance and customer service.

Third-Party Marketplace Sales: Products sold by independent sellers through our platform technology. For these products:

  • Your contract is EXCLUSIVELY with the named seller (merchant of record)
  • The seller is SOLELY responsible for product compliance, quality, safety, legality, warranties, and customer service
  • We provide ONLY platform technology and payment processing services
  • We earn commission but accept NO LIABILITY for seller performance
  • We make NO REPRESENTATIONS about seller reliability, product quality, or transaction outcomes

Dropshipping Partnerships: Products fulfilled through dropshipping partners. For these products:

  • Contract formation is clearly indicated at checkout
  • Dropshipping partners are responsible for fulfillment and product compliance
  • We coordinate logistics but accept NO LIABILITY for partner performance
  • We make NO GUARANTEES about delivery times, product quality, or availability

2.2 No Agency or Partnership

WE ARE NOT AN AGENT, PARTNER, OR REPRESENTATIVE of any seller, buyer, or dropshipping partner. We facilitate transactions only and disclaim all liability for third-party performance.

2.3 Jurisdictional Coverage with Maximum Protection

These Terms provide us maximum protection permitted under applicable law in:

  • European Union & EEA - Subject to mandatory EU consumer protection only
  • United Kingdom - Subject to mandatory UK consumer rights only
  • United States - Subject to mandatory federal and state consumer protection only
  • Switzerland - Subject to mandatory Swiss consumer protection only
  • Other International Markets - Subject only to mandatory local consumer protection laws

Protective Hierarchy: Where multiple jurisdictions apply, the most protective provision FOR US will govern, except where mandatory consumer protection law requires otherwise.

3. ELIGIBILITY, PROHIBITED USE & ACCOUNT TERMINATION

3.1 Age and Capacity Requirements

You must be at least 18 years old or the age of majority in your jurisdiction, whichever is higher. By using this Site, you represent and warrant you have legal capacity to enter binding contracts.

Minors: We comply with applicable laws regarding minors but strongly discourage use by persons under 18.

3.2 Account Termination Rights

WE RESERVE THE ABSOLUTE RIGHT TO:

  • Suspend or terminate your account immediately for any reason or no reason
  • Refuse service to anyone for any reason at any time
  • Remove or disable any content without notice
  • Cancel orders before shipment for any reason
  • Block access from any jurisdiction or IP address
  • Modify or discontinue services without liability

Immediate Termination Triggers:

  • Any violation of these Terms (in our sole discretion)
  • Suspected fraud, abuse, or illegal activity
  • Chargebacks or payment disputes
  • Violation of any applicable law
  • Risk to our business, reputation, or operations
  • Technical or security concerns
  • Any conduct we deem inappropriate (in our sole judgment)

3.3 Prohibited Use - Zero Tolerance

You are STRICTLY PROHIBITED from:

  • Any unlawful use or violation of these Terms
  • Automated data collection, scraping, or harvesting
  • Circumventing security measures or technical restrictions
  • Reverse engineering, hacking, or exploiting vulnerabilities
  • Infringing intellectual property rights
  • Fraud, misrepresentation, or deceptive practices
  • Posting illegal, harmful, or inappropriate content
  • Creating multiple accounts or using false identities
  • Violating any export controls or sanctions
  • Any conduct that could harm our business or reputation
  • Using the platform to compete with us or build competing services

Zero Tolerance Policy: Any violation may result in immediate permanent termination without refund or compensation.

4. ORDERS, PRICING & PAYMENT

4.1 Order Formation with Maximum Protection

No Binding Obligation: Placing an order creates NO binding obligation on us until we explicitly accept by sending confirmation or shipping.

Our Rights: We reserve the right to:

  • Accept or reject any order for any reason
  • Cancel orders at any time before shipment
  • Limit quantities per customer or transaction
  • Refuse orders from any customer or jurisdiction
  • Change prices at any time without notice
  • Correct pricing errors and cancel affected orders

Contract Formation:

  • Brix + Bailey Products: Contract forms only when we ship or confirm in writing
  • Marketplace Products: Contract forms between you and seller only
  • Dropshipping Products: As specified at checkout

4.2 Pricing and Payment Terms

Pricing: All prices are subject to change without notice. Displayed prices may not include all applicable taxes, duties, or fees.

Payment: Payment is due in full at time of order. We reserve the right to:

  • Charge payment methods on file for any amounts due
  • Seek collection for unpaid amounts
  • Suspend services for payment issues
  • Charge additional fees for chargebacks or disputes

Taxes: You are responsible for all applicable taxes, duties, and government charges. Where we collect taxes, it is as agent only.

4.3 Sales Tax (US Customers)

Marketplace Facilitator Compliance: We collect and remit sales tax on behalf of marketplace sellers where required under state marketplace facilitator laws, including but not limited to:

  • California (effective 2019)
  • Texas, New York, Florida, and other applicable states
  • Economic nexus thresholds as defined by individual states

Direct Sales: Sales tax is collected on Brix + Bailey direct sales where we have established sales tax nexus.

Tax Display: Total tax amounts are calculated and displayed at checkout based on your shipping address.

4.4 International Duties and Customs

Swiss/EU/UK Deliveries: VAT is collected at checkout where applicable.

US Deliveries to International Customers: Customs duties and import taxes may apply and are the responsibility of the recipient unless explicitly stated as prepaid (DDP).

5. SHIPPING, DELIVERY & RISK TRANSFER

5.1 Risk Transfer and Title

Risk of Loss: Transfers to you upon delivery to carrier or designated address, whichever occurs first.

Title Transfer: Only upon full payment and actual delivery to you.

Delivery Estimates: Are non-binding estimates only. We accept NO LIABILITY for delivery delays regardless of cause.

5.2 Shipping Disclaimers

WE MAKE NO GUARANTEES regarding:

  • Delivery times or dates
  • Shipping carrier performance
  • Customs clearance delays
  • Product availability
  • International shipping restrictions

Your Responsibility: You are solely responsible for providing accurate shipping information and accepting deliveries.

6. RETURNS, REFUNDS & CUSTOMER SERVICE

6.1 Returns Policy with Protective Limitations

Our Discretion: All returns are subject to our approval in our sole discretion. We reserve the right to refuse any return for any reason.

Return Conditions (STRICT):

  • Items must be unused, undamaged, and in original packaging
  • All tags, documentation, and accessories must be included
  • Return shipping is at your expense unless item is defective
  • Restocking fees may apply (up to 25% of item value)
  • We may inspect returns and reject items not meeting our standards
  • Processing may take up to 30 business days

Non-Returnable Items:

  • Customized, personalized, or made-to-order items
  • Hygiene-sensitive products once opened
  • Digital products or services
  • Items damaged by misuse
  • Items returned outside return window
  • Any items we determine are not in resalable condition

6.2 Consumer Rights Compliance (Minimum Required Only)

EU/EEA/UK Consumers: You have statutory withdrawal rights as required by law. These rights apply ONLY where mandatory and ONLY to the minimum extent required.

US Consumers: You have consumer protection rights as required by applicable state law. These apply ONLY where mandatory.

Other Jurisdictions: Consumer rights apply ONLY as required by mandatory local law.

Limitation: We provide ONLY the minimum consumer protections required by mandatory law and no additional voluntary protections.

6.3 Defective Items

For genuinely defective items (determined in our sole discretion), we will provide remedy as required by applicable consumer protection law and no more.

6.4 Marketplace and Dropshipping Returns

For third-party seller and dropshipping partner products, returns are subject to seller/partner policies. We provide coordination assistance only and accept NO LIABILITY for third-party return policies or performance.

7. COMPREHENSIVE INDEMNIFICATION

7.1 User Indemnification (CRITICAL PROTECTION)

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Price Heys GmbH, its affiliates, subsidiaries, officers, directors, employees, agents, contractors, and representatives from and against ALL claims, demands, losses, costs, expenses (including reasonable attorneys' fees), damages, and liabilities arising out of or relating to:

a) Your use or misuse of the Site or services b) Your violation of these Terms or any applicable law c) Your violation of any rights of third parties d) Any content you submit, post, or transmit through the Site e) Any products you purchase or attempt to purchase f) Your interactions with other users or third parties g) Any data breach or security incident involving your account h) Any tax obligations or regulatory compliance failures i) Any chargebacks, payment disputes, or collection activities j) Any false or misleading information you provide k) Any claims related to intellectual property infringement

7.2 Seller Indemnification

MARKETPLACE SELLERS AGREE TO INDEMNIFY us from and against ALL claims arising from:

  • Their products, services, or business operations
  • Product defects, safety issues, or regulatory violations
  • Intellectual property infringement
  • Tax compliance failures
  • Customer service failures
  • Violation of platform policies
  • Any illegal or harmful conduct

7.3 Dropshipping Partner Indemnification

DROPSHIPPING PARTNERS AGREE TO INDEMNIFY us from and against ALL claims arising from their fulfillment services, product quality, delivery failures, and compliance violations.

7.4 Indemnification Procedures

The indemnifying party must:

  • Assume complete control and expense of defense
  • Settle claims only with our prior written consent
  • Keep us informed of all proceedings
  • Pay all costs, expenses, and damages
  • Provide competent legal counsel at their expense

8. MAXIMUM WARRANTY DISCLAIMERS

8.1 Complete Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING:

  • MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE
  • NON-INFRINGEMENT AND TITLE
  • QUIET ENJOYMENT AND NON-INTERFERENCE
  • ACCURACY, COMPLETENESS, OR RELIABILITY OF CONTENT
  • UNINTERRUPTED OR ERROR-FREE OPERATION
  • SECURITY OR PRIVACY PROTECTION
  • THIRD-PARTY SELLER OR PARTNER PERFORMANCE
  • PRODUCT QUALITY, SAFETY, OR LEGALITY (except our own products)
  • DELIVERY TIMES OR AVAILABILITY
  • CUSTOMER SERVICE RESPONSIVENESS

8.2 "AS IS" Provision

THE SITE AND ALL SERVICES ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES WHATSOEVER.

8.3 No Guarantees or Representations

WE MAKE NO GUARANTEES OR REPRESENTATIONS ABOUT:

  • Seller reliability or performance
  • Product authenticity or quality
  • Transaction completion or satisfaction
  • Site availability or functionality
  • Data security or privacy protection
  • Compliance with your local laws
  • Compatibility with your devices or software

9. MAXIMUM LIABILITY LIMITATIONS

9.1 Aggregate Liability Cap

ABSOLUTE MAXIMUM LIABILITY: Our total aggregate liability for ANY AND ALL CLAIMS shall NOT EXCEED the lesser of:

a) €25 OR $25 USD b) The total platform fees (not product value) paid by you to us in the 12 months preceding the claim

9.2 Complete Damage Exclusions

WE ARE NOT LIABLE FOR ANY:

  • Indirect, incidental, special, consequential, or punitive damages
  • Lost profits, revenue, or business opportunities
  • Lost data or information
  • Business interruption or downtime
  • Reputational harm or goodwill loss
  • Third-party claims or demands
  • Product liability or personal injury (except our own products where legally required)
  • Delivery delays or failures
  • Payment processing issues
  • Security breaches or data loss
  • Force majeure events

9.3 Basis of Bargain

These limitations reflect the allocation of risk and the basis of our bargain. They apply regardless of the legal theory of liability and even if we have been advised of the possibility of such damages.

9.4 Consumer Law Exceptions

These limitations do not apply where prohibited by mandatory consumer protection law, but apply to the maximum extent permitted.

10. INTELLECTUAL PROPERTY PROTECTION

10.1 Our IP Rights (Comprehensive Protection)

ALL Site content is our exclusive property or licensed to us. You are STRICTLY PROHIBITED from:

  • Copying, reproducing, or distributing any content
  • Creating derivative works or modifications
  • Using our trademarks, logos, or branding
  • Reverse engineering any technology
  • Extracting or harvesting data
  • Building competing services using our content or methods

10.2 DMCA Safe Harbor Compliance

We comply with DMCA safe harbor provisions and will expeditiously remove allegedly infringing content upon proper notice.

DMCA Agent: mail@brixbailey.com

10.3 User Content License

By submitting content, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, distribute, and display such content for any purpose.

10.4 IP Indemnification (Limited)

For our own Brix + Bailey products only, we will defend against IP infringement claims as required by applicable law. We provide NO IP indemnification for marketplace or dropshipping products.

11. DATA PROTECTION WITH MAXIMUM BUSINESS PROTECTION

11.1 Data Controller

Price Heys GmbH is the data controller. We process data to provide services and protect our business interests.

11.2 Privacy Rights (Minimum Required Only)

We provide ONLY the minimum privacy rights required by applicable mandatory law:

EU/EEA/UK Users: GDPR/UK GDPR rights as legally required US Users: State privacy law rights where legally required
Other Users: Local privacy rights where legally required

11.3 US Privacy Rights

California Residents (CCPA/CPRA):

  • Right to know what personal information is collected
  • Right to delete personal information
  • Right to correct inaccurate personal information
  • Right to opt-out of sale/sharing of personal information
  • Right to limit use of sensitive personal information
  • Right to non-discrimination for exercising privacy rights

Virginia, Colorado, Connecticut, Utah Residents:

  • Rights under applicable state comprehensive privacy laws
  • Right to access, correct, delete, and port personal data
  • Right to opt-out of targeted advertising and profiling

11.4 Data Processing for Business Protection

We may process personal data to:

  • Prevent fraud and abuse
  • Enforce these Terms
  • Protect our legal interests
  • Comply with legal obligations
  • Improve security and operations
  • Analyze business performance

11.5 Data Sharing for Business Purposes

We may share data with:

  • Marketplace sellers (for order fulfillment)
  • Service providers and contractors
  • Legal and regulatory authorities
  • Buyers of our business or assets
  • Anyone else as required for business operations

11.6 International Transfers

We transfer data internationally as necessary for business operations, with appropriate safeguards only as required by law.

12. PLATFORM OPERATION PROTECTIONS

12.1 Service Modifications

We reserve the right to:

  • Modify, suspend, or discontinue any service at any time
  • Change features, functionality, or pricing without notice
  • Impose usage limits or restrictions
  • Update these Terms without consent (subject to notice requirements)

12.2 Technical Disclaimers

We are NOT responsible for:

  • Technical failures or interruptions
  • Data loss or corruption
  • Security breaches or cyber attacks
  • Third-party service failures
  • Internet connectivity issues
  • Device or software compatibility

12.3 Content Moderation

We have the right but not obligation to:

  • Monitor all content and communications
  • Remove any content for any reason
  • Suspend accounts based on content violations
  • Report illegal activity to authorities

13. DISPUTE RESOLUTION WITH PROTECTIVE TERMS

13.1 Governing Law

These Terms are governed by Swiss law. Consumer protection laws apply only where mandatory.

13.2 Jurisdiction with Business Protection

Business Users: Exclusive jurisdiction in Zurich, Switzerland courts.

Consumers:

  • EU/EEA/UK: May sue in home country but subject to Swiss law except where consumer protection law mandates otherwise
  • US: May sue in home state but subject to Swiss law except where state consumer protection law mandates otherwise
  • Other: Swiss courts unless local law mandates otherwise

13.3 Class Action Waiver (Where Permitted)

Where legally permitted, you waive the right to participate in class actions and agree to resolve disputes individually.

13.4 Mandatory Arbitration (Where Permitted)

Where legally permitted, disputes must be resolved through binding arbitration under Swiss arbitration rules, with arbitration in Zurich, Switzerland.

13.5 Limitation Period

Claims must be brought within one year or the shortest period allowed by applicable law.

14. COMPLIANCE & SANCTIONS

14.1 Export Controls and Sanctions

You represent that you are not:

  • Subject to US, EU, UK, UN, or Swiss sanctions
  • Located in embargoed countries
  • On any restricted persons lists

14.2 Regulatory Compliance

You are solely responsible for compliance with all applicable laws in your jurisdiction. We provide no compliance assistance or guarantees.

14.3 Anti-Money Laundering

We maintain AML procedures and may suspend accounts or report suspicious activity to authorities.

15. FORCE MAJEURE (BROAD PROTECTION)

We are not liable for any failure or delay caused by circumstances beyond our reasonable control, including:

  • Natural disasters, pandemics, or public health emergencies
  • War, terrorism, or civil unrest
  • Government actions, sanctions, or regulatory changes
  • Labor disputes or supplier failures
  • Internet, telecommunications, or infrastructure failures
  • Cyber attacks or security breaches
  • Economic crises or market disruptions
  • Any other events beyond our reasonable control

This protection applies even if such events were foreseeable.

16. MODIFICATIONS AND UPDATES

16.1 Term Modifications

We may modify these Terms at any time in our sole discretion. Changes take effect immediately upon posting unless we specify otherwise.

16.2 Notice Requirements

We will provide notice of material changes only as required by applicable consumer protection law. Continued use constitutes acceptance of changes.

16.3 No Grandfathering

New terms apply to all future transactions and may apply retroactively where legally permitted.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms constitute the complete agreement and supersede all prior agreements, representations, or understandings.

17.2 Severability with Protection

If any provision is unenforceable, the remainder stays in effect. Unenforceable provisions will be modified minimally to become enforceable while preserving our protection.

17.3 Assignment

We may assign these Terms to any party without consent. You may not assign without our written consent.

17.4 No Waiver

Our failure to enforce any provision does not waive our right to enforce it later.

17.5 Survival

Protective provisions survive termination indefinitely, including indemnification, liability limitations, IP protections, and dispute resolution.

17.6 Language and Interpretation

English version controls. Ambiguities are resolved in our favor.

17.7 Headings

Headings are for convenience only and do not affect interpretation.

18. EMERGENCY PROTECTIVE PROVISIONS

18.1 Immediate Action Rights

In any emergency or risk situation, we may immediately and without notice:

  • Suspend or terminate accounts
  • Remove or disable content
  • Block transactions or payments
  • Restrict access to services
  • Take any other protective action

18.2 Business Protection Priority

In any conflict between user interests and our business protection, our business interests take priority to the maximum extent permitted by law.

18.3 Legal Compliance Priority

Where legal compliance conflicts with business protection, we will comply with law but interpret requirements minimally in our favor.

19. JURISDICTION-SPECIFIC PROVISIONS

19.1 California Residents

  • These Terms are subject to California Civil Code Section 1789.3
  • Complaints may be directed to: California Department of Consumer Affairs, Consumer Information Center, 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254

19.2 New Jersey Residents

The warranty disclaimers and liability limitations may not apply to New Jersey residents under certain circumstances.

19.3 EU Member State Residents

Retain all rights under national implementations of EU consumer protection directives.

19.4 UK Residents

Retain all rights under UK consumer protection legislation.

19.5 Other Jurisdictions

Additional provisions apply as required by local consumer protection and commercial laws.

20. ETHICAL STANDARDS & HUMAN RIGHTS

We're committed to ethical business practices and have zero tolerance for modern slavery, human trafficking, or forced labor. All marketplace sellers and partners must:

- Comply with applicable labor and human rights laws
- Ensure ethical practices throughout their supply chains  
- Report any suspected violations to mail@brixbailey.com

This protects everyone in our marketplace community and upholds our values.

21. CONTACT INFORMATION

General Inquiries & Customer Service: Email: mail@brixbailey.com

DMCA/Copyright Agent (US): Email: mail@brixbailey.com
Subject: "DMCA Takedown Notice"

Data Protection Inquiries: Email: mail@brixbailey.com Subject: "Privacy Rights Request"

Postal Address: Price Heys GmbH (Brix + Bailey)
Zug, Switzerland

Business Hours: Monday-Friday, 9:00-17:00 CET

Quick Reference Links:

FINAL NOTICE: These Terms provide maximum protection for Price Heys GmbH while complying with applicable law. By using our Site, you agree to all provisions that favor our business interests. If you do not agree, do not use our services.

Brix + Bailey is operated by Price Heys GmbH, registered in Switzerland (Commercial Register: CH-100.4.816.454-9). We operate as a global e-commerce marketplace with maximum legal protection for our business operations.