Terms and Conditions for Individual Licences (private purchase)
THESE TERMS AND CONDITIONS ("TERMS") (TOGETHER WITH THE INFORMATION SUBMITTED AT THE POINT OF REGISTERING THE ACCOUNT AND ANY INFORMATION PROVIDED BY US, TOGETHER THE "CONTRACT") APPLY TO THE USE OF AND ACCESS TO: THE BRAIN IN HAND SOFTWARE INCLUDING THE MOBILE AND WEB APPS (THE "SOFTWARE"), ASSOCIATED HUMAN SUPPORT SERVICES ("HUMAN SUPPORT") AND ASSOCIATED TECHNICAL SUPPORT ("TECHNICAL AND CUSTOMER SUPPORT") (TOGETHER THE "SERVICES").
YOUR ATTENTION IS DRAWN IN PARTICULAR TO CLAUSE 10.4 (EXPRESS CONSENT TO DELIVER THE SERVICES DURING THE CANCELLATION PERIOD).
Last updated: 10th April 2024
1.1. Who we are: We are Brain-in-Hand Limited, a company registered in England and Wales with company registration number 06971006, whose registered office address is at Broadwalk House, Southernhay West, Exeter, Devon, England, EX1 1TS. References to "we", "us" or "our" in these Terms are to Brain-in-Hand Limited, and references to "you" or "your" are references to you as the purchaser (the "Purchaser"). The person who actually uses the Services that the Purchaser pays for and who has to agree to the Terms of Use is the "Service User".
1.2. How to contact us: You can contact us by phone on 01392 247909 or by email at support@braininhand.co.uk.
1.3. How we may contact you: If we have to contact you, we will do so by phone or by email to the details provided to us by you or on the Service User’s referral.
2.1. By confirming that you accept these Terms (such as by email or at registration), or in any event by proceeding to pay for the Licence described in clause 3, you are confirming you agree to these Terms and you will be bound by them. Please read these Terms carefully. If you do not agree to these Terms, do not confirm acceptance or proceed to pay for the Licence.
2.2. You must be at least 18 years of age to purchase the Licence under these Terms or an organisation. You may be buying the Services for someone else, and in any event if the Service User of the Account is under 18 years of age; in that case, you will not be using the Services yourself. It is a condition of these Terms that the Service User must agree to the Terms of Use [click here to view our Terms of Use] and you are responsible for using your reasonable endeavours for ensuring the Service User's ongoing full compliance with the Terms of Use if the Service User is known to you.
2.3. YOU MUST TELL US PROMPTLY IF ANY INFORMATION PROVIDED TO US BY YOU OR, IF THE SERVICE USER IS KNOWN TO YOU, BY THE SERVICE USER BECOMES OUT OF DATE OR IS NO LONGER CORRECT. THIS INCLUDES, FOR EXAMPLE, YOUR CONTACT DETAILS OR, IF THE SERVICE USER IS KNOWN TO YOU, THE CONTACT DETAILS OF THE SERVICE USER.
2.4. To the extent that there is any conflict between these Terms and the Terms of Use, these Terms shall take priority.
2.5. You must:
2.5.1. provide us with all necessary information and co-operation as we require in order for us to provide the Services; and
2.5.2. comply with all applicable laws, regulations and codes of practice in relation to the Service User's use of the Services.
3.1. The account for which you are purchasing a Licence (the "Account") may have already been registered by the user (the "Service User"), who accepts the Terms of Use. The Terms of Use are available on our website at [click here to view our Terms of Use]. You may be both the Purchaser and the Service User, or you may be purchasing the Licence on their behalf (and in any event if the Service User of the Account is under 18 years of age).
3.2. If you proceed to payment of the invoice accompanying these Terms, you will be paying for a licence for the Service User to receive the Services through the Account (the "Licence"). The Licences are a rolling monthly licence with an initial 3-month commitment (the "Licence Period").
3.3. Once payment is received, the Service User's Licence will be activated, and the initial 3 month licence period will start running. At the end of the initial Licence Period, the Licence will expire, unless the rolling monthly payment is received. However, these Terms will continue to apply until such time as the Account is closed by us.
3.4. Regardless of when the Licence Period is activated in line with clause 3.3, you have a statutory right to cancel the Contract (without giving a reason) within 14 days from the day that the software is issued. Please see clause 10.1.
3.5. The Licence is granted for the use of the Service User only. It is non-transferable and access to the Services must not be shared with any other person.
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.
5.1. The mobile version of the Software is compatible with mobile devices running most Android and iOS (Apple) operating systems.
5.2. The web-app version of the Software is compatible with most web browsers operating the current or most recent previous version of their web browser software. We recommend use of our preferred browsers: Google Chrome, Microsoft Edge, or Apple Safari, to ensure all accessibility and functionality features operate as expected.
5.3. As a minimum, we recommend the Service User use either the current version or the most recent previous major version of the Service User's device’s operating system or web browser. We do not guarantee that the Software will function on older versions of operating systems or web browsers.
5.4. In order to make full use of the Services (including Human Support), an internet / data connection is required. In the event the Service User's mobile device is not connected to the internet, the Service User will be able to access their account content but unable to synchronise new content or make use of features which require a data connection. For full details, please visit [click here to visit our helpcentre].
5.5. For more information on the operating system, web browser and data requirements of the Software, including which previous software versions we still support, please visit [click here to visit our helpcentre].
6.1. We may need to change the Services and the Terms of Use from time to time:
6.1.1. to reflect changes in relevant laws, regulations and codes of practice;
6.1.2. to make minor technical adjustments or improvements to the Software, for example to address a security threat. These changes should not affect the Service User's use of the Software;
6.1.3. to update digital content, provided that the digital content always meets the description of it that we provided to you before you bought it. We might ask the Service User to install these updates; and
6.1.4. to deal with additional features which we introduce, or for other reasons.
6.2. We will aim to give you and the Service User at least 14 days' notice of any significant change by sending you and them an email with details of the change. We may alternatively notify the Service User of any change when they next use the Services.
6.3. If you do not agree to a change made to the Services or the Terms of Use, the Service User may not be able to continue using the Services. If you believe that a significant change to the Terms of Use or to the Services would materially disadvantage you or the Service User (including changes to the essential characteristics of the Services), and you do not accept the change, you may cancel the Licence at any time by submitting a request to us at support@braininhand.co.uk and you will be entitled to a receive a pro-rated refund for the remaining Licence Period.
7.1. Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our privacy notice, available at [click here to view our privacy notice] and it is important that you read this information.
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 via the subscription as specified on the invoice, within 30 days of receipt. Once payment is received the software will be issued to the Service User within 1 working day.
8.2. The fee for the Licence (the “Licence Fee”) is payable monthly 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. 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.
8.4. 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:
8.4.1. 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.
8.5. 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 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.
9.1. YOU WILL BE RESPONSIBLE FOR ALL LIABILITY, LOSS, COSTS OR EXPENSES SUFFERED BY US AS A RESULT OF OR IN CONNECTION WITH YOUR BREACH OF THE CONTRACT OR (WHERE YOU ARE PAYING ON BEHALF OF A SERVICE USER THAT IS KNOWN TO YOU AND YOU HAVE AN OBLIGATION TO USE YOUR REASONABLE ENDEAVOURS FOR ENSURING THE SERVICE USER'S ONGOING FULL COMPLIANCE WITH THE TERMS OF USE IF THE SERVICE USER AND THOSE REASONABLE ENDEAVOURS HAVE NOT BEEN MADE) THE SERVICE USER'S BREACH OF THE TERMS OF USE.
9.2. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms or the Terms of Use, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen. We are not liable for any losses that were not caused by any breach on our part, or which were caused by your own fault or the fault of the Service User.
9.3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation. We also do not limit our liability for breach of your legal rights in relation to the Services, including the right for the Service User to receive Services which are: as described and match information which we provided to you or to the Service User; of satisfactory quality; fit for any particular purpose made known to us; and supplied with reasonable skill and care. Nothing in the Contract affects your statutory rights as a consumer including for the legal rights under the Consumer Rights Act 2015.
9.4. When we are liable for damage to property. If defective digital content that we have supplied damages a device or digital content belonging to you or the Service User, we will either repair the damage or pay you compensation. However, we will not be liable for damage that could have been avoided by following our advice to apply an update to the Software offered free of charge or for damage that was caused by or on behalf of you or the Service User failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
9.5. We are not liable for business losses. The Services are for domestic and private use only. If you or a Service User use the Services for any commercial, business or resale purpose, we will have no liability (whether in contract, tort, negligence or any legal basis) for any loss of profit, loss of revenue, loss of business, loss of contracts, loss of reputation, loss of goodwill, business interruption, or loss of business opportunity.
9.6. Limitations to the Services. The Services are provided for general information purposes only. They do not offer advice on which you or a Service User should rely, 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 is accurate, complete or up to date.
9.7. Check that the Services are suitable. The Software has not been developed to meet the Service User's individual requirements. Please check that the facilities and functions of the Services (as described on the Apple App and Google Play store sites and on our website) meet the Service User's requirements.
9.8. We are not responsible for events outside our control. If our provision of the Services is delayed or hindered or prevented by an event outside our control, then we will contact you or the Service User as soon as possible to let you or the Service User know and we will take steps to minimise the effect. Provided that we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Contract and receive a refund for any Services you have paid for but not received.
9.9. We are not responsible for other websites linked to. The Services may contain or provide links to other independent websites which are not provided by us. Those independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). The Service User will need to make their own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
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. The Licence can be cancelled at any time after the initial 3-month commitment and will require 14 days notice for your cancellation request, which may be submitted to support@braininhand.co.uk in accordance with clause 10.3.
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, 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. retain the right to cancel under clause 10.1.
10.5. Refunds on cancellation. Refunds paid in accordance with these Terms will be paid via bank transfer, 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 the initial term (3 months) 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.
12.1. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.
12.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
12.3. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
12.4. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
12.5. Even if you or we delay in enforcing the Contract, you or we can still enforce it later. If you or we do not insist immediately that the other does anything they are required to do under these Terms, or if you or we delay in taking steps against the other in respect of breaking these Terms, that will not mean that the other does not have to do those things and it will not prevent us or you taking steps against the other at a later date.
12.6. These Terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
12.7. We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the services we have provided or any other aspect of your relationship with us, please first read our Complaints Policy, [click here to view our Complaints Policy] and contact us as soon as possible using the contact details set out above.
If you wish to withdraw from the Contract then please complete this form and return by post.