These Terms of Service (Terms) govern access to the services provided by BRETT INTELLIGENCE LIMITED, registered in England and Wales under company number 17381109, with its registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ (brett, we, us or our).
1. Agreement
These Terms, each order form or other ordering document (Order) and our Data Processing Agreement (DPA) form the agreement between brett and the customer identified in the Order (Customer).
By signing an Order or using the Services, the Customer agrees to this agreement and confirms that the person accepting it has authority to bind the Customer. If documents conflict, the Order takes priority, followed by these Terms and then the DPA, except that the DPA takes priority for data protection matters.
The Services are intended for business use. A person using the Services for a Customer is an Authorised User.
Business Day means Monday to Friday, excluding public holidays in England.
2. Services and accounts
brett provides an AI-powered review and organisational intelligence platform, related support and any other services described in an Order (Services).
We will provide the Services with reasonable skill and care. We may update the Services from time to time, provided that we do not materially reduce the core Services purchased during a current commitment term.
The Customer is responsible for:
- deciding which Authorised Users may access the Services;
- keeping account credentials secure;
- its systems, internet connection and integrations;
- ensuring its use of the Services complies with law; and
- promptly telling us about suspected unauthorised access.
3. Orders, fees and term
Each Order will state the Services, fees, start date and any initial commitment term. Fees are payable as stated in the Order and are exclusive of applicable taxes.
Unless the parties agree otherwise, subscription Services continue until this agreement is terminated. Either party may terminate after the applicable commitment term by giving at least 20 Business Days' written notice. A notice given during a commitment term takes effect at the end of that term.
We may increase fees no more than once in any 12-month period, and not during a current commitment term, by giving at least 60 days' written notice.
If an undisputed amount is overdue, we may charge interest at 2% above the Bank of England base rate and suspend access until payment is received.
4. Licence and acceptable use
During the subscription term, brett grants the Customer a limited, non-exclusive, non-transferable right for its Authorised Users to access and use the Services for the Customer's internal business purposes, subject to the Order.
The Customer must not, and must not allow anyone else to:
- copy, resell, sublicense or make the Services available to a third party;
- reverse engineer, decompile or attempt to discover source code, except where law does not permit that restriction;
- interfere with the security or operation of the Services;
- use the Services to transmit malicious code or unlawful, infringing or harmful material;
- use automated means to scrape or extract material from the Services except through an API we provide; or
- use the Services in breach of law or another person's rights.
5. Customer Content and intellectual property
Customer Content means documents, data, prompts, policies, comments and other material supplied to or connected with the Services by or for the Customer. The Customer retains its rights in Customer Content and is responsible for its accuracy, legality and use.
The Customer grants brett a non-exclusive licence to host, copy, process and use Customer Content only as needed to provide, secure and support the Services and to improve their operation for that Customer.
Customer Content will not be used to train or improve models for other customers or for brett's general model development unless the Customer expressly agrees otherwise in writing.
brett and its licensors own the Services, software, documentation, branding and all related intellectual property. Feedback may be used by brett without restriction.
6. AI-assisted outputs
The Services produce automated reviews, suggestions, classifications, summaries, reports and other outputs (Outputs). Outputs may be probabilistic, incomplete or inaccurate.
brett supports decision-making but is not a law firm and does not provide legal, compliance or regulated financial advice. The Services do not replace trained legal, compliance or other professionals and do not guarantee regulatory compliance.
The Customer is solely responsible for reviewing and validating Outputs, making final decisions, approving communications and complying with applicable laws and regulations. Outputs must not be relied upon without appropriate human review.
As between the parties and to the extent permitted by law, the Customer may use Outputs generated from its Customer Content for its internal business purposes. brett does not promise that an Output is unique or that the Customer owns rights in material supplied by a third party.
7. Confidentiality
Each party must keep the other party's non-public business, technical and commercial information confidential and use it only to perform or exercise rights under this agreement. Information is not confidential if it is public through no breach, was lawfully known without restriction, is independently developed, or is lawfully received from another source.
A party may disclose confidential information to personnel and advisers who need it and are bound by confidentiality, or where required by law. These obligations continue after termination for as long as the information remains confidential.
8. Data protection and security
Each party will comply with applicable data protection law. The DPA applies where brett processes personal data in Customer Content on the Customer's behalf.
brett will maintain appropriate technical and organisational measures designed to protect Customer Content. No online service can be guaranteed to be uninterrupted or completely secure.
9. Third-party services
The Services may interoperate with third-party models, platforms or integrations. The Customer instructs brett to exchange relevant Customer Content with integrations it enables. Third-party services are governed by their own terms and brett is not responsible for services outside its control.
10. Warranties and disclaimers
Each party warrants that it has authority to enter into this agreement.
Except as expressly stated, and to the extent permitted by law, the Services, Outputs and documentation are provided without other warranties. We do not warrant that they will be uninterrupted or error-free, identify every issue, satisfy every requirement or ensure compliance with any law or policy.
11. Indemnity
The Customer will indemnify brett against third-party claims and reasonable losses arising from Customer Content, the Customer's unlawful use of the Services or the Customer's breach of another person's intellectual property rights.
The indemnified party must give prompt notice of a claim, provide reasonable assistance and allow the indemnifying party to control its defence and settlement, provided that a settlement may not admit fault or impose a non-monetary obligation on the indemnified party without consent.
12. Liability
Nothing in this agreement limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.
Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, anticipated savings or goodwill.
Each party's total liability arising from this agreement is limited to the greater of:
- £10,000; or
- the fees paid or payable for the Services in the 12 months before the event giving rise to the claim.
For breach of confidentiality or infringement of the other party's intellectual property rights, each party's total liability is instead limited to the greater of:
- £50,000; or
- three times the fees paid or payable for the Services in the 12 months before the event giving rise to the claim.
If a claim arises during the first 12 months, the annual fee amount is calculated using 12 times the average monthly fees paid or payable. The limitations apply in aggregate to all claims and regardless of the legal basis of the claim.
13. Suspension and termination
brett may suspend access where reasonably necessary to protect security, prevent unlawful use, address non-payment or respond to a material breach. We will limit a suspension to what is reasonably necessary.
Either party may terminate immediately by written notice if the other party materially breaches this agreement and does not remedy the breach within 10 Business Days after notice, repeatedly breaches the agreement, or becomes insolvent.
On termination, the Customer must stop using the Services and pay outstanding fees. Fees paid in advance are non-refundable unless brett terminates for convenience or the Order states otherwise. Customer Content will be handled in accordance with the DPA.
14. General
Neither party is liable for delay caused by events beyond its reasonable control. If such an event continues for four weeks, the unaffected party may terminate on seven days' written notice.
The Customer may not assign this agreement without our written consent. We may assign it in connection with a reorganisation, merger, acquisition or sale of our business. brett may use subcontractors but remains responsible for its contractual obligations.
This agreement is the entire agreement about its subject matter. A failure to enforce a term is not a waiver. If a term is unenforceable, the remaining terms continue. No third party may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
15. Law, notices and contact
This agreement and non-contractual disputes are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
Legal notices must be in writing and sent by email. Notices to brett must be sent to hello@usebrett.com. Notices to the Customer must be sent to the address stated in the Order. An email notice is received when sent unless the sender receives a delivery failure notice.
General enquiries and support may be sent to hello@usebrett.com.