Terms and Conditions

• "Service" means the OperExa cloud software-as-a-service platform, including web application, APIs, documentation and any associated content or updates.
• "Customer Data" means all data, files, records and information uploaded, entered, generated or transmitted by or on behalf of the Customer through the Service.
• "Authorised User" means an employee, contractor or agent of the Customer whom the Customer permits to access the Service.
• "Subscription" means the plan (Payroll & HR, Starter, Premium, or any successor plan) selected by the Customer, together with the number of sites/venues and billing cycle.
• "Fees" means the subscription charges and any other amounts payable under these terms.
• "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood as such.

The Service is intended for business use only. To use it you must be at least 18, have legal capacity to enter into contracts and, where you accept on behalf of an organisation, be duly authorised to bind that organisation. You are responsible for the accuracy of the account information you provide and for keeping it current.

You are responsible for maintaining the confidentiality of account credentials, for all activity that occurs under your account and for configuring role-based access controls for Authorised Users. Notify us immediately at support@brainjunks.com of any suspected unauthorised access or breach of security.

Subject to your compliance with these terms and payment of applicable Fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence during the subscription term to allow Authorised Users to access and use the Service for the Customer's internal business purposes.

All rights not expressly granted are reserved. We and our licensors retain all right, title and interest in and to the Service, including all intellectual property rights.

You must not, and must not permit any Authorised User or third party to:

• Use the Service in breach of any applicable law, regulation or third-party right;
• Upload or transmit any content that is unlawful, defamatory, obscene, infringing, or that contains malware, viruses or other harmful code;
• Attempt to gain unauthorised access to the Service, other customers' accounts, or any underlying systems or networks;
• Reverse engineer, decompile, disassemble or otherwise attempt to derive source code, except to the extent permitted by law;
• Copy, resell, sublicense, rent, lease, timeshare, or otherwise make the Service available to any third party as a service bureau;
• Use the Service to develop a competing product or benchmark it for competitive purposes without our prior written consent;
• Interfere with, disrupt or place an unreasonable load on the Service, or bypass any technical measures or usage limits;
• Remove or obscure any proprietary notices in the Service.

We may suspend access without notice if we reasonably believe your use materially threatens the security, integrity or availability of the Service or violates this section.

Fees are set out on our pricing page or in a signed order form. Prices are quoted in pounds sterling (£) per site per month, exclusive of VAT and any other applicable taxes, which will be added at the prevailing rate. Payment methods supported are card (Visa or Mastercard; American Express is not accepted), standing order and bank transfer.

Unless otherwise agreed in writing, subscriptions are billed monthly in advance and renew automatically for successive one-month terms. You authorise us (or our payment processor) to charge the payment method on file for each renewal until cancelled in accordance with section 7.

Payment is due on the invoice date. Late payments accrue interest at 4% per annum above the Bank of England base rate, calculated daily, or the maximum rate permitted by law, whichever is lower, and we may recover reasonable collection costs. Late Payment of Commercial Debts (Interest) Act 1998 applies where relevant.

We may vary Fees on at least thirty (30) days' notice. If you do not agree to a Fee increase, you may terminate at the end of your current billing period.

All Fees are non-refundable except where expressly stated in these terms or required by mandatory law. Downgrading a plan takes effect at the next billing cycle and does not entitle you to a refund of Fees paid for the current period.

If any undisputed Fee is overdue by more than seven (7) days after we send a reminder, we may suspend access to the Service until payment is made. Suspension does not relieve you of the obligation to pay Fees accrued during the suspension period.

These terms remain in force from the date you first accept them until terminated in accordance with this section. Either party may cancel a monthly subscription with effect from the end of the current billing month by giving notice through the account settings or in writing to support@brainjunks.com. Annual subscriptions run for the agreed term and renew automatically unless cancelled at least thirty (30) days before renewal.

Either party may terminate immediately by written notice if the other party:

• Commits a material breach of these terms and, where remediable, fails to cure within 14 days of written notice;
• Becomes insolvent, enters into administration, liquidation, a voluntary arrangement, or is subject to any analogous event in any jurisdiction;
• Ceases or threatens to cease to carry on business.

On termination: (a) all rights granted under these terms end immediately; (b) you must cease using the Service and pay any outstanding Fees up to the date of termination; and (c) for a period of thirty (30) days you may export Customer Data through the in-product export functions, after which we may delete or irreversibly anonymise it in accordance with our documented retention schedule and our Privacy Policy.

As between the parties, the Customer owns all Customer Data and is responsible for its accuracy, quality, legality and for having obtained all necessary rights and consents to upload it and have us process it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Data solely as necessary to provide, secure, support, back-up and improve the Service, and to prepare aggregated or anonymised statistics that do not identify you or any individual.

Where we process personal data on your behalf we do so as processor in accordance with our Privacy Policy and, where a signed data processing addendum ("DPA") is in place, the terms of that DPA. Each party will comply with its obligations under the UK GDPR, Data Protection Act 2018 and, where applicable, the EU GDPR.

The Service may include or interoperate with third-party services (for example payment, weather or AI providers). Your use of those services is subject to their own terms and privacy notices. We are not responsible for third-party services and give no warranty in respect of them. Any open-source components are used under their respective licences.

We warrant that the Service will be provided with reasonable care and skill and, when used in accordance with these terms and its documentation, will materially perform its documented functions. Your exclusive remedy for breach of this warranty is, at our option, to re-perform the affected Service or to terminate the affected subscription and refund the Fees paid for the unexpired portion.

Except as expressly set out in these terms, and to the maximum extent permitted by law, all other warranties, conditions and terms, whether express, implied, statutory or otherwise (including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement or accuracy), are excluded. The Service is provided "as is" and "as available". We do not warrant that the Service will be uninterrupted, error-free, or that all defects will be corrected, nor that AI-generated outputs, forecasts or analytics will be accurate or fit for any particular purpose. You remain responsible for reviewing and validating outputs before relying on them.

Nothing in these terms limits any statutory rights that you have as a "consumer" and that cannot be lawfully limited. The Service is intended for business use; where you are a consumer under the Consumer Rights Act 2015, your statutory rights are unaffected.

We aim to make the Service available with high reliability but do not commit to a specific uptime service level unless expressly agreed in writing. We may perform scheduled maintenance and will use reasonable efforts to give advance notice of any planned interruption. Support is provided by email during UK business hours to Customers with an active subscription at support@brainjunks.com.

Nothing in these terms limits or excludes: liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any liability that cannot lawfully be excluded or limited under the laws of England and Wales; or, where you are a consumer, your non-excludable statutory rights.

Subject to the paragraph above:

• Neither party shall be liable to the other for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data (except where caused by our gross negligence or wilful misconduct), or for any indirect, special or consequential loss, however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
• Our total aggregate liability arising out of or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the Fees paid or payable by the Customer to us in the twelve (12) months immediately preceding the event giving rise to the claim, or £1,000, whichever is greater.
• We are not liable for any loss caused by: your failure to keep credentials confidential; your failure to configure user roles, closures or approvals appropriately; your instructions to us as data controller; inaccurate, incomplete or unlawful Customer Data; use of the Service in combination with software, services or data not supplied or approved by us; or third-party services.

You acknowledge that the allocation of risk in these terms is reasonable given the nature of the Service and the Fees payable, and that we would not enter into this agreement on any other basis.

You shall indemnify and hold us, our affiliates and our respective officers, directors, employees and agents harmless from and against all claims, actions, proceedings, losses, damages, costs and expenses (including reasonable legal fees) suffered or incurred by us arising out of or in connection with: (a) your breach of these terms, including section 4 (Acceptable use) and section 8 (Customer Data); (b) any Customer Data or your use of the Service in breach of applicable law; or (c) any claim by an Authorised User, employee, contractor or third party arising from your use of the Service or your acts or omissions as employer or data controller.

We shall defend you against any third-party claim that your use of the Service in accordance with these terms infringes that third party's UK intellectual property rights, and pay any damages finally awarded or agreed in settlement, provided you: (i) notify us promptly in writing; (ii) give us sole control of the defence and settlement; and (iii) provide reasonable cooperation. We may, at our option, procure the right for you to continue using the Service, modify it so it is non-infringing, or terminate the affected subscription and refund the Fees paid for the unexpired portion. This paragraph states our sole liability and your sole remedy for infringement claims.

Each party shall keep the other's Confidential Information confidential, use it only to perform its obligations or exercise its rights under these terms, and protect it with at least the same care it uses for its own confidential information (and no less than a reasonable standard). This section does not apply to information that is or becomes publicly available other than through breach of these terms, was lawfully in the receiving party's possession before disclosure, is independently developed without reference to the disclosing party's information, or is required to be disclosed by law or a competent authority.

Neither party shall be in breach of these terms nor liable for delay in performing or failure to perform any of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, government action, industrial action, failure of utilities, internet or telecommunications services, or third-party infrastructure outages. The affected party will notify the other and use reasonable efforts to mitigate the effect. If the event continues for more than sixty (60) days, either party may terminate the affected subscription without liability.

We may modify the Service from time to time, provided that we do not materially reduce its core functionality during a paid subscription term without offering the Customer a pro-rata refund for the unexpired portion. We may update these terms by giving at least thirty (30) days' notice; changes take effect at the end of that period. If you do not agree to a material change, your sole remedy is to terminate before the change takes effect. Continued use after the effective date constitutes acceptance.

You may not assign, transfer, charge, sub-contract or deal in any manner with any of your rights or obligations under these terms without our prior written consent. We may assign, transfer or novate any of our rights or obligations to any affiliate or in connection with a merger, acquisition or sale of assets, on written notice to you.

Notices to us must be in writing and sent to legal@brainjunks.com. Notices to you will be sent to the email address associated with your account or displayed in-product; you are responsible for keeping that address current.

These terms, together with our Privacy Policy and any signed order form or DPA, constitute the entire agreement between the parties in respect of their subject matter and supersede all previous agreements or understandings. Each party confirms it has not relied on any statement not set out in these terms.

If any provision is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect. A failure or delay to enforce any right is not a waiver of that right. Except where expressly stated, a person who is not a party to these terms has no rights under the Contracts (Rights of Third Parties) Act 1999. The relationship of the parties is that of independent contractors.

These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, without prejudice to any mandatory rights that a party may have under local law as a consumer or employee.

Brain Junks Limited
Company number: 15736691
Legal: legal@brainjunks.com
Support: support@brainjunks.com

This document is provided by Brain Junks Limited as app-owned editable content. It is a template drafted in good faith under the laws of England and Wales and is not legal advice. You should have it reviewed by qualified legal counsel before relying on it in your business.