End-User License Agreement

EULA

Updated at 2022-Jan-06

Definitions and key terms

To help explain things as clearly as possible in this EULA, every time any of these terms are referenced, are strictly defined as:

1. Introduction

This End User License Agreement (the “Agreement”) is a binding agreement between you (“End User”,“you” or “your”) and Brain Payroll UK Limited (“Company”, “Licensor”, “we”, “us” or “our”). This Agreement governs the relationship between you and us, and your use of the Brain Payroll website/app or Licensed Programs. Throughout this Agreement, End User and Company may each be referred to as a “Party” or collectively, the “Parties”.

If you are using the Brain Payroll website/app on behalf of your employer or other entity (an “Organisation”) for whose benefit you utilise the website/app or who owns or otherwise controls the means through which you utilise or access the website/app, then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organisation. If you use, or purchase a license or to, the Brain Payroll website/app on behalf of an Organisation, you hereby acknowledge, warrant, and covenant that you have the authority to 1) purchase a license to the Brain Payroll website/app on behalf of the Organisation; 2) bind the Organisation to the terms of this Agreement.

By accessing or using the Brain Payroll website/app you: (a) affirm that you have all of the necessary permissions and authorisations to access and use the Brain Payroll website/app; (b) if you are using the Brain Payroll website/app pursuant to a license purchased by an organisation, that you are authorised by that organisation to access and use the Brain Payroll website/app (c) acknowledge that you have read and that you understand this agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this agreement.

If you do not agree to these terms, do not access, or use the Brain Payroll website/app or the License Programs.

Brain Payroll website/app or the License Programs are licensed, not sold, to you for use strictly in accordance with the terms of this Agreement.

2. Grant of License

Subject to the terms and conditions of the Agreement, Licensor grants to You a non-exclusive, non-transferable license to use the Software Platform identified as the "Licensed Programs" for the purpose of HR and Payroll Processing. You may use the Licensed Programs in executable format for your own use or for your direct clients. You may not, however, transfer or sublicense the Licensed Programs to any third party without written agreement and approval from the Licensor.

3. Restrictions

You agree not to, and you will not permit others to:

- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

- Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.

- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Licensor or its affiliates, partners, suppliers, or the licensors of the Application.

4. Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part of the Software that are otherwise owned by Licensor shall always remain the exclusive property of Licensor (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organisation) a license to Licensor’s Intellectual Property Rights.

You agree that this is Agreement conveys a limited license to use Licensor’s Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you hereunder. Accordingly, your use of any of Licensor’s Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of Licensor’s Intellectual Property Rights. This shall not limit, however, any claim Licensor may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Agreement, Licensor reserves and shall retain all rights, title, and interest in the Software, including all copyrights and copyrightable subject matter, trademarks and trademarkable subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.

5. Your Suggestions

Any feedback, comments, ideas, improvements, or suggestions (collectively, "Suggestions") provided by you to Licensor with respect to the Application shall remain the sole and exclusive property of Licensor.

Licensor shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

6. Responsible Disclosure

Licensor follows a “responsible disclosure” policy. If you discover a vulnerability in the Licensed Programs, we would like to know about it so we can take steps to address it as quickly as possible.

Please follow the responsible disclosure guideline at https://www.brainpayroll.co.uk/responsible-disclosure for the next step.

7. Modifications to Application

Licensor reserves the right to modify the Application or any service to which it connects, with or without notice and without liability to you.

8. Updates to Application

Licensor may from time to time provide enhancements or improvements to the features/ functionality of the Application, which may include patches, bug fixes, updates, upgrades, and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Application. You agree that Licensor has no obligation to continue to provide or enable any particular features and/or functionalities of the Application to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

So far as it is practicable, use of the Licensed Programs will be available on a 24 hour by 7 days basis. It is however technically impossible to provide a fault-free service and the Licensed Programs is provided ‘as is’ basis. Whilst Licensor will use reasonable efforts to ensure that the Software Platform is available at all times and to keep unavoidable interruptions to a minimum, there will inevitably be times when it is unavailable.

9. Term and Termination

This Agreement shall remain in effect until terminated by you or Licensor.

This Agreement will terminate immediately, without prior notice from Licensor, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your computer.

Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application including manuals and documentation from your computer.

Termination of this Agreement will not limit any of Licensor’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

10. Confidential Information

We will keep your Confidential Information confidential on the terms hereof and exercise at least the same degree of care with respect to your Confidential Information that we exercise to protect our own Confidential Information of a similar nature, and in any event, no less than reasonable care.

10.1. Confidential Information; Exceptions

Confidential Information will not include any of your information that: (i) is already known to the receiving Party free of any obligation of confidence when communicated; (ii) is or becomes publicly known through no wrongful act of the receiving Party; (iii) is received from a third party free to disclose it to the receiving Party; (iv) is communicated to a third-party for general distribution with the prior written consent of the disclosing Party; or (v) is developed by employees, processors or sub-processor of the receiving Party independently of and without reference to the Confidential Information.

10.2. Confidentiality obligation

Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.

11. International data Transfer

The processor may transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on standard contractual clauses for the transfer of personal data as per EU guidelines.

12. Data security

We agree to protect and maintain data subject’s Personal Identifiable Information (PII) and customer data with commercially reasonable security measures that include appropriate administrative, physical, and technical safeguards to secure data subject’s Personal Identifiable Information (PII) and client data from unauthorized access, disclosure, and use.

13. Data Privacy

Both parties will abide by the terms of the Data Protection Addendum found at
https://www.brainpayroll.co.uk/dpa

14. Indemnification

You agree to indemnify, defend and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organisation (if applicable) or any third party. Furthermore, you agree that Licensor assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.

15. No Warranties

The Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Licensor, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Licensor provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Licensor nor any Licensor’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of Licensor are free of viruses, scripts, trojan horses, worms, malware, time bombs or other harmful components.

16. Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of Licensor and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to 2 months’ pro-rata calculated annual license fees actually paid by you.

To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if Licensor or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

17. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

18. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

19. Changes to this agreement

We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the website/app constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the website/app. Therefore, we encourage you to review this Agreement regularly.

If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorised to access or use the website/app.

20. Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and shall have exclusive jurisdiction.

21. No Employment or Agency Relationship

No provision of this Agreement, or any part of relationship between you and Licensor, is intended to create nor shall they be deemed or construed to create any relationship between you and Licensor other than that of and end user of the website/app and services provided.

22. Equitable Relief

You acknowledge and agree that your breach of this Agreement would cause Licensor irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Licensor may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

23. Headings

The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.

24. Geographic Restrictions

The Company is based in the United Kingdom and provided for access and use primarily by persons located in the United Kingdom, and is maintains compliance with United Kingdom laws and regulations. If you use the website/app from outside the United Kingdom, you are solely and exclusively responsible for compliance with local laws.

25. Limitation of Time to File Claims

Any cause of action or claim you may have arising out of or relating to this agreement or the website/app must be commenced within three (3) months after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

26. Entire Agreement

The Agreement constitutes the entire agreement between you and Licensor regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Licensor.

You may be subject to additional terms and conditions that apply when you use or purchase other Licensor’s services, which Licensor or suppliers or partners will provide to you at the time of such use or purchase.

27. Contact Us

Don't hesitate to contact us if you have any questions about this Agreement.

-Via Email: legal@brainpayroll.co.uk

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