Terms and Conditions for Individual Licences (Single Seat)

4.1. The Services are comprised of use of and access to: 

4.1.1. the Software;

4.1.2. Human Support; and

4.1.3. Technical and Customer Support.

4.2. The Services can be accessed through the Brain in Hand secure website [https://secure.braininhand.co.uk/login/] or through the mobile Software in the form of an app on a smart device; both require the Service User to have registered with us to confirm login details. Access to the Services through the app is also subject to the Service User's compliance with the terms and conditions of the app store used to download the Software, and any other applicable third-party terms. 

4.3. The Services will be provided in accordance with our Safeguarding Policy [click here to view our Safeguarding Policy], using suitably trained and qualified professionals who are experienced in working with neurodiverse individuals and those with mental health needs. We support the use of our safeguarding escalation processes and undertake regular reviews of escalations and risk assessments.

4.4. If you want to learn more about the Services or if you have any problems using them, please take a look at our support resources at [click here to visit our helpcentre]. As part of the Human Support, there is assistance available to help the Service User get used to the Software, at no extra cost. If the Service User wants to make use of this, it will be delivered via Microsoft Teams. The Service User will therefore need an internet-connected device (laptop/pc/tablet) upon which to access the session and share screens.

4.5. The Services are provided for general information purposes only. They do not offer advice to be relied upon, and in particular the Services do not constitute a mental health crisis service, counselling, therapy or medical advice. The Service User must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from or through the Services. Although we make reasonable efforts to update the information provided by the Software and through the Human Support, we make no representations, warranties or guarantees, whether express or implied, that the information provided through the Services is accurate, complete or up to date.

4.6. We are under a legal duty to supply digital content that is in conformity with these Terms, and we will use our reasonable endeavours to deliver the Services in line with these Terms. We will deliver the Services with reasonable skill and care, and in accordance with all applicable laws and regulations.

4.7. If the Services do not conform with these Terms, please let us know as soon as possible in line with our complaints process under clause 12.7. Depending on the circumstances, we may either re-perform or replace the Services (which may be through different personnel) so they meet the requirements of these Terms or (where that is not possible) offer a reduction in the Licence Fee or a refund.

4.8. WE WILL USE OUR REASONABLE ENDEAVOURS TO MAKE THE SOFTWARE AVAILABLE TO SERVICE USERS 24 HOURS A DAY, SEVEN DAYS A WEEK, EXCEPT FOR:

4.8.1. planned maintenance carried out during our usual maintenance window; and

4.8.2. unscheduled maintenance performed outside the hours of 09:00 - 17:30 each Business Day (i.e. Monday to Friday, excluding bank holidays in England) ("Normal Business Hours"), provided that we use our reasonable endeavours to give you at least 12 hours' notice in advance.

4.9. WE WILL USE OUR REASONABLE ENDEAVOURS TO MAKE THE HUMAN SUPPORT AVAILABLE TO SERVICE USERS 24 HOURS A DAY, SEVEN DAYS A WEEK, EXCEPT FOR:

4.9.1. scheduled coaching sessions; which will be available during Normal Business Hours with additional limited availability outside of Normal Business Hours, and which sessions need to be booked in sufficiently in advance according to availability; and  

4.9.2. planned and unscheduled maintenance, as described in clause 4.8, limiting access to on-demand Human Support.

4.10. WE WILL AS PART OF THE SERVICES PROVIDE THE TECHNICAL AND CUSTOMER SUPPORT TO SERVICE USERS DURING NORMAL BUSINESS HOURS.

4.11. WHEN ACCESSING OR USING OUR SERVICES THROUGH YOUR PARTICULAR MOBILE NETWORK SERVICE PROVIDER, HOME BROADBAND PROVIDER OR OTHER NETWORK PROVIDER, SUCH THIRD PARTIES MAY CHARGE YOU FEES FOR YOU TO DO SO (INCLUDING DATA ROAMING CHARGES OR CALL AND TEXT CHARGES, FOR EXAMPLE).  YOU SHOULD ENSURE YOU UNDERSTAND ALL SUCH CHARGES AND WHEN THEY MAY BE INCURRED IN RELATION TO INTERACTIONS WITH OUR SERVICES.  PAYMENT OF SUCH CHARGES ARE A MATTER BETWEEN YOU AND YOUR RELEVANT NETWORK SERVICE PROVIDER, AND NOT BRAIN-IN-HAND.  YOU ACKNOWLEDGE AND AGREE THAT YOU OR THE PERSON WHO HAS THE CONTRACT WITH THE RELEVANT MOBILE NETWORK SERVICE PROVIDER HAS SOLE RESPONSIBILITY FOR PAYING SUCH CHARGES AS THEY FALL DUE.

4.12. WE HOLD AND WILL MAINTAIN ALL NECESSARY LICENCES, CONSENTS, AND PERMISSIONS AS REQUIRED TO ENABLE US TO PROVIDE THE SERVICES UNDER THE CONTRACT.

4.13. WHEN WE SUPPLY THE SOFTWARE:

4.13.1. we will use all reasonable efforts to ensure that it is free from defects, viruses and other malicious content;

4.13.2. we do not promise that it is compatible with any third party software or equipment, except where we have said that it is;  

4.13.3. you acknowledge that there may be minor errors or bugs; and 

4.13.4. we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over the internet, and you acknowledge that the Software may be subject to limitations, delays and other inherent problems as a result. 

8.1. If you agree to these Terms, you must pay the invoice (which includes a proforma invoice in these Terms) that was issued with these Terms in full, or in accordance with such other payment terms as set out on the invoice, in cleared funds in pounds sterling to our nominated bank account as specified on the invoice, within 30 days of receipt.

8.2. UNLESS WE AND YOU OTHERWISE AGREE, THE FEE FOR THE LICENCE (THE "LICENCE FEE") IS PAYABLE ANNUALLY IN ADVANCE. WE RESERVE THE RIGHT TO CHANGE THE LICENCE FEE AT THE START OF EACH NEW LICENCE PERIOD, PROVIDED WE INFORM YOU IN WRITING AT LEAST 30 DAYS IN ADVANCE.  

8.3. AT LEAST TWO MONTHS PRIOR TO THE END OF THE THEN CURRENT LICENCE PERIOD, WE WILL CONTACT THE SERVICE USER TO ASK WHETHER THEY WISH TO RENEW THE LICENCE. IF:

8.3.1. THE SERVICE USER WISHES TO RENEW; AND  

8.3.2. THE SERVICE USER CONFIRMS THAT YOU ARE STILL THEIR NOMINATED PURCHASER,

WE WILL CONTACT YOU TO START THE RENEWAL PROCESS, AND TO INFORM YOU OF ANY CHANGE TO THE LICENCE FEE IN ACCORDANCE WITH CLAUSE 8.2. WE WILL THEN ISSUE AN INVOICE TO YOU PRIOR TO THE END OF THE THEN CURRENT LICENCE PERIOD, AT THE SAME TIME CONFIRMING THE TERMS OF THE RENEWAL. THE PAYMENT TERMS OF THAT INVOICE WILL BE THE SAME AS IN CLAUSE 8.1.  BY CONFIRMING THAT YOU ACCEPT THESE TERMS (SUCH AS BY EMAIL OR CONTINUING TO ENGAGE THROUGH YOUR REGISTRATION), OR IN ANY EVENT BY PROCEEDING TO PAY FOR THE LICENCE RENEWAL, YOU ARE CONFIRMING YOU CONTINUE TO AGREE TO THESE TERMS AND YOU WILL BE BOUND BY THEM.

8.4. WHERE OBLIGED TO ACCOUNT FOR VAT IN RESPECT OF THE LICENCE FEE, WE WILL ADD VAT AT THE PREVAILING RATE FROM TIME TO TIME IN RESPECT OF EACH INVOICE, WHICH YOU MUST PAY AT THE SAME TIME AS PAYMENT OF THE LICENCE FEE. 

8.5. IF WE HAVE NOT RECEIVED PAYMENT OF AN INVOICE, OR PAYMENT DUE UNDER TERMS SET OUT IN THE INVOICE, WITHIN 30 DAYS AFTER THE DUE DATE:

8.5.1. we may disable the Service User's Account and password and access to all or part of the Services, and we will be under no obligation to provide any or all of the Services while the relevant invoice remains unpaid; and

8.5.2. if the Service User or you do anything consistent with the Service User continuing with a renewal of the Service, interest shall accrue on a daily basis on such due amounts at an annual rate of 3% above the Bank of England base rate, from the due date until the date of actual payment of the overdue amount.

8.6. If an invoice, or payment due under terms set out in the invoice, remains outstanding 60 days after the due date, we reserve the right to terminate the Service User's Account and engage a debt collection agency to collect the Licence Fee due from you, including interest. We also reserve the right to pass on to you the reasonable costs associated with such debt recovery. 

10.1. Statutory right to cancel. In addition to your other rights to terminate the Licence under these Terms, subject to clause 10.4 you have a statutory right to cancel the Contract (without giving a reason) within 14 days from the day you make payment of the Licence Fee in accordance with clause 8 (the "Cancellation Period").  

10.2. Other rights to cancel. In addition to the right under clause 10.1, we offer an extended right of cancellation and you may request to cancel the Contract (without giving a reason) within 90 days of the date of the Service User's initial invitation to register their Account. If the Licence:

10.2.1. Has been activated at the point of cancellation: you will be entitled to a pro-rated refund of the Licence Fee. The refund will be calculated based on the number of full unused months remaining in the Licence Period (e.g. if cancellation takes effect within the second month, you will be entitled to 10 months refund).

10.2.2. Has not been activated at the point of cancellation: you will be entitled to a full refund of the Licence Fee.

10.3. Making a request to cancel. To exercise the right to cancel during the Cancellation Period under clause 10.1, or to request cancellation under clause 10.2, you may submit a request to us at support@braininhand.co.uk. If you have a right to cancel under these Terms, we will confirm your cancellation of the Contract in writing. If you are requesting to cancel in accordance with clause 10.1, you may alternatively use the model cancellation form attached at the bottom of these Terms, submitting it by email to support@braininhand.co.uk.

10.4. Express consent to deliver the Services during the Cancellation Period. By law, we are not permitted to supply the Services during the Cancellation Period unless you give consent for us to do so. By confirming that you accept these Terms, or in any event by proceeding to pay for the Licence (including on renewal), you give your consent to us supplying the Services during that Cancellation Period (if the Service User has already activated, or activates their Licence during that Cancellation Period). By giving this consent, you acknowledge and confirm that you will lose your cancellation right under clause 10.1 if any Services are provided during the Cancellation Period. You may, however, still have the right to a pro-rated refund in accordance with these Terms. If Services are not provided during the Cancellation Period (i.e. the Licence is not activated), you retain the right to cancel under clause 10.1.  

10.5. Refunds on cancellation. Refunds paid in accordance with these Terms will be paid using the same method by which the Licence Fee was paid, within 14 days of receipt of your request to cancel.  If you are not entitled to a refund under these Terms, on cancellation or termination of this Contract for any reason you will continue to be liable for that year's Licence Fee in full, and no refund will be payable (except where you have rightly terminated for our material breach in accordance with clause 11.1).   

11.1. Subject to clause 11.2, if either you or we commit a material breach of the Contract, the other party may terminate the Contract by giving notice in writing provided that (if the breach is capable of remedy) it has notified the party in breach giving them a period of at least 14 days to rectify it.

11.2. Each of the following shall be a material breach in respect of which we will not be obliged to give you an opportunity to rectify and can terminate with immediate effect:  

11.2.1. any material breach of the Contract or Terms of Use (including our Acceptable Use Guidelines) by you or the Service User;  

11.2.2. you do not make any payment to us by the due date, and you still do not make payment within 30 days of our reminding you that payment is due;

11.2.3. any action by you or the Service User which could endanger your or the Service User's or any other person's health and safety or the health and safety of someone else, or which could harm or offend anyone;  

11.2.4. where, in our reasonable opinion, your or the Service User's conduct represents a risk to our reputation; or

11.2.5. grossly inappropriate use of the Services, in breach of our Acceptable Use Guidelines, [click here to view our Acceptable Use Guidelines]. We may alternatively suspend access to some or all of the Services in such circumstances, until such time as the issue has been addressed. 

11.3. If the Contract is terminated because of your or the Service User's breach of the Contract or the Terms of Use (including the Acceptable Use Guidelines), you will be liable for (in addition to any other sums you are liable to pay) and not receive a refund for:

11.3.1. the Licence Fee to the same extent you would have been liable but for the termination (i.e. if you had cancelled the Contract on that date); and

11.3.2. any costs, damages or loss incurred by us in connection with that breach.

11.4. If you rightly terminate or cancel the Contract due to our material breach in accordance with clause 11.1, you shall not be liable to pay any Licence Fee beyond the point of termination, and we shall refund to you any pre-paid Licence Fee on a pro rata basis for any period after termination or cancellation has taken effect.

11.5. On termination, expiry or cancellation of the Contract or termination of the Service User's Account for any reason:

11.5.1. all licences granted under the Contract shall immediately terminate;  

11.5.2. the Service User shall cease any use of the Services and shall destroy or delete any document containing any of our confidential information or content; and

11.5.3. the rights and remedies of the parties accrued up to the date of termination shall not be affected.

11.6. Clauses 7 (Your privacy and personal information), 9 (Our responsibility for loss or damage suffered by you), 11 (Termination and suspension) and 12 (Other important terms) will continue to apply after termination or expiry of the Contract for any reason.