This agreement applies to the provision to you (the “Customer”), by us, Braided Communications Ltd (“Braided”, “The Company”, “We”) (Company No. SC568120) and having our registered office at 20-23 Woodside Place, Glasgow, G3 7QL, of the Braided Meetings and/or Braided Interviews software and supporting tools (the “Services”).
- INTERPRETATION
1.1. Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Glasgow are open for business.
Charges: the charges payable by the Customer for the supply of Services in accordance with Clause 6.
Commencement Date: has the meaning given in Clause 3.3.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 14.5.
Contract: the contract between Braided and the Customer for the supply of the Services in accordance with these Conditions.
Customer Default: has the meaning set out in Clause 5.3.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Issue Date: is the date specified in Clause 18.3.
Order: the Customer’s acceptance of Braided’s quotation for the Services.
Specification: the description or specification of the Services as set out on Braided’s website or otherwise provided in writing by Braided to the Customer.
1.2. The headings in these Conditions are for reference only. They are not to be used to interpret the text beneath.
1.3. References in these Conditions to persons include bodies corporate, unincorporated associations and partnerships, in each case whether or not they have a separate legal identity.
1.4. Unless the context specifically requires otherwise, in these Conditions:
1.4.1. words relating to one gender are treated as meaning any gender;
1.4.2. words relating to individuals are treated as also meaning corporations and vice versa;
1.4.3. words in the singular are treated as also meaning the plural and vice versa; and
1.4.4. words relating to the whole are treated as including any part of the whole.
1.5. If a provision of these Conditions requires a party not to do something, it is a breach of the provision to allow somebody else to do it.
1.6. References to statutory provisions, acts or EU Directives include (except where expressly stated to the contrary) references to:
1.6.1. Any changes to them including any extension, consolidation, replacement or re-enactment (before or after the date of final execution of the Contract);
1.6.2. Any previous statutory provisions, acts or EU Directives that they have replaced or changed; and
1.6.3. Any regulation, instrument or order or other subordinate legislation made under them.
1.7. If a party to this Contract consists of more than one person, the obligations which that party undertakes can be enforced against them all jointly or against each individually.
1.8. If any provision of these Conditions is held to be invalid or unenforceable by any court or other competent authority, all its other provisions will remain in full force.
1.9. The words “include” and “including” where used in these Conditions are deemed to be followed by the words “but not limited to”.
- THE SERVICES
2.1. The Services allow users to set up and run virtual meetings and, if selected for some or all users, virtual interviews on the Braided platform with other participants. The Customer may nominate one or more individuals to be provided with personal accounts on the Braided platform to allow them to initiate and hold meetings and/or interviews (“Hosts”) with other participants as required.
2.2. From time to time Braided may make a Free Trial Version of the Services available to allow Customers to experience the Services free of charge for one month (or a longer period if agreed in writing) (“Free Trial Version”). Use of the Free Trial Version will be subject to our Fair Use Policy (“Fair Use Policy”).
2.3. The Services are more particularly described in Braided’s product and service literature as available on the website.
- BASIS OF CONTRACT
3.1. Braided will provide the Customer with a quote for the provision of the Services, either by publication of prices on the Company’s website or via a separate written quote.
3.2. Customers may make an offer to purchase Services from Braided in accordance with these Conditions by placing an Order.
3.3. The Order shall only be deemed to be accepted when Braided issues written acceptance of the Order (which, for the avoidance of doubt, includes Braided issuing the Customer with an invoice for the Charges or activating a Braided Meetings and/or Braided Interviews account for one or more Hosts) at which point and on which date the Contract shall come into existence (Commencement Date). For the avoidance of doubt the Contract shall come into existence if a Free Trial Version is selected, even though the Charges in this case will be zero.
3.4. Unless otherwise specified in the quote the Contract shall remain in force for an initial period of one month from the Commencement Date and shall automatically renew for further periods of one month each commencing on the expiration of the previous month unless the Customer notifies Braided of its intention to terminate the Contract by giving no less than 14 days’ written notice prior to the next renewal date.
3.5. Any samples, drawings, descriptive matter or advertising issued by Braided, and any descriptions or illustrations contained in Braided’s catalogues or brochures or as detailed on Braided’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.6. Unless otherwise specified in a written quote provided by Braided, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- PROVISION OF SERVICES
4.1. On the Commencement Date, Braided shall supply the Services to the Customer for the duration of the Contract.
4.2. On the Commencement Date, Braided shall activate personal Braided accounts associated with the email address of each Host as nominated by the Customer. Each Host will then receive an email inviting them to activate their account and set a password.
4.3. Braided reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or to deliver enhancements or improvements to the Services.
4.4. Braided warrants to the Customer that the Services will be provided using reasonable care and skill.
- CUSTOMER’S OBLIGATIONS
5.1. The Customer shall:
5.1.1. Ensure that the terms of the Order are complete and accurate;
5.1.2. Co-operate with Braided in all matters relating to the Services;
5.1.3. Provide Braided with such information and materials as Braided may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5.1.4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
5.1.5. be solely responsible for protecting and safeguarding the passwords created by Hosts.
5.1.6. Ensure that Host accounts are allocated to specific individuals and are not shared.
5.1.7. If using the Free Trial Version as specified in Clause 2.3 the customer shall comply with this Fair Usage Policy.
5.1.7.1. The Free Trial Version is intended purely to allow a business or other organisation to experience Braided Meetings and/or Braided Interviews free of charge for one month (or a longer period if agreed in writing), in order to decide whether or not to purchase the Services thereafter.
5.1.7.2. At the end of the time period for the Free Trial Version We will be entitled to suspend delivery of the Services in accordance with 10.1.3.
5.1.7.3 If Braided reasonably believes your usage of the Services does not comply with 5.1.7.1 then you will breach this Fair Usage Policy and We will be entitled to suspend delivery of the Services in accordance with 10.1.3.
5.2. The Customer shall not allow the Services, and shall not use the Services:
5.2.1. For the transmission of material which is illegal, defamatory, offensive or of an obscene or menacing character; or
5.2.2. In a manner which constitutes a violation or infringement of the rights of any person, firm or company.
5.3. If Braided’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
5.3.1. without limiting or affecting any other right or remedy available to it, Braided shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Braided’s performance of any of its obligations;
5.3.2. Braided shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Braided’s failure or delay to perform any of its obligations as set out in this Clause 5.3; and
5.3.3. the Customer shall reimburse Braided on written demand for any costs or losses sustained or incurred by Braided arising directly or indirectly from the Customer Default.
5.4. Braided shall not be responsible for any comments made or information exchanged using the Services and the Customer shall indemnify and keep indemnified Braided against any actions, claims or legal proceedings bought against Braided by any third party arising from the Customer’s use of the Services in breach of these Conditions.
- CHARGES AND PAYMENT
6.1. In consideration of the Services provided by Braided, the Customer shall pay the charges for the provision of the Services as agreed between the parties (the “Charges”).
6.2. The Charges shall be payable by the Customer monthly in advance.
6.3. Braided shall submit invoices for the Charges to the Customer at the beginning of each billing period.
6.4. The Customer shall pay each invoice submitted by Braided:
6.4.1. Within 14 days of the date of the invoice; and
6.4.2. In full and in cleared funds to a bank account nominated in writing by Braided, and time for payment shall be of the essence of the Contract.
6.5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Braided to the Customer, the Customer shall, on receipt of a valid VAT invoice from Braided, pay to Braided such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6. If the Customer fails to make a payment due to Braided under the Contract by the due date, then, without limiting Braided’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this Clause 6.6 will accrue each day at 5% a year above Clydesdale Bank’s Standard Variable Rate from time to time, but at 5% a year for any period when that standard variable rate is below 0%.
6.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.8. Unless otherwise specified in the quote provided Braided shall have the right to alter the Charges from time to time by giving at least one month’s notice to the Customer.
6.9. For the avoidance of doubt, the Customer shall be liable for all and any telecommunication or internet access charges payable to any third party arising out of the Customer’s use of the Services.
- INTELLECTUAL PROPERTY RIGHTS
7.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer (which, for the avoidance of doubt, includes any content and/or material created during a meeting by the Customer or any of the Hosts or participants)) shall be owned by Braided.
- LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1. References to liability in this Clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), delict (including negligence), misrepresentation, restitution or otherwise.
8.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
8.3. Nothing in this Clause 8 shall limit the Customer’s payment obligations under the Contract.
8.4. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
8.4.1. death or personal injury caused by negligence;
8.4.2. fraud or fraudulent misrepresentation; and
8.4.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.5. Subject to Clause 8.2 (No limitation in respect of deliberate default), and Clause 8.4 (Liabilities which cannot legally be limited), Braided’s total liability to the Customer shall not exceed the total amount the Customer has already paid to Braided for the Services in the preceding 12 month period.
8.6. The caps on Braided’s liabilities shall be reduced by amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
8.7. Subject to Clause 8.2 (No limitation in respect of deliberate default), Clause 8.3 (No limitation of customer’s payment obligations) and Clause 8.4 (Liabilities which cannot legally be limited), this Clause 8.7 sets out the types of loss that are wholly excluded:
8.7.1. Loss of profits;
8.7.2. Loss of sales or business;
8.7.3. Loss of agreements or contracts;
8.7.4. Loss of anticipated savings;
8.7.5. Loss of use or corruption of software, data or information;
8.7.6. Loss of or damage to goodwill; and
8.7.7. Indirect or consequential loss.
8.8. In the event that Braided fails to provide the Services and the Customer makes use of an alternative similar service, Braided shall not be responsible for any costs or expenses arising as a result of such usage including, without limitation, other service provider’s charges.
8.9. Braided has given commitments as to compliance of the Services with relevant specifications in Clause 4. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.10. Unless the Customer notifies Braided that it intends to make a claim in respect of an event within the notice period, Braided shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.11. This Clause 8 shall survive termination of the Contract.
- TERMINATION
9.1. Without affecting any other right or remedy available to it, Braided may terminate the Contract by giving the Customer 14 days’ prior written notice.
9.2. Unless otherwise specified in the quote and Order, without affecting any other right or remedy available to it, the Customer may terminate the Contract by giving Braided 14 days’ prior written notice. For the avoidance of doubt cancellation by the Customer of any continuous credit card payment shall constitute written notice under this Clause 9.2.
9.3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
9.3.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
9.3.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.3.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
9.3.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.4. Without affecting any other right or remedy available to it, Braided shall have the right to terminate the Contract with immediate effect by giving written notice to the Customer if:
9.4.1. The Customer fails to make any payment due under the Contract on the due date for payment;
9.4.2. The Customer becomes subject to any of the events listed in Clause 9.3.3 or 9.3.4, or Braided reasonably believes that the Customer is about to become subject to any of them; and
9.4.3. Braided reasonably believes that the Customer is about to become subject to any of the events listed in Clause 9.3.2.
- SUSPENSION OF THE SERVICES
10.1. Braided may at its sole discretion upon giving notice to the Customer either orally (confirming such notification in writing (which, for the avoidance of doubt, includes email)) or in writing suspend provision of the Services, in whole or in part, until further notice in the event that:
10.1.1. The Customer is late in making any payment due to Braided under this Agreement;
10.1.2. Braided suspects that the Services are being used fraudulently;
10.1.3. The time period agreed for a Free Trial Version has expired (in which case Braided shall have no obligation to give further notice to the Customer of suspension) or Braided reasonably believes that a Customer using a Free Trial Version of the Services is in breach of the Fair Usage Policy.
10.1.4. Braided is entitled to suspend provision of any other service under the terms of any other agreement between Braided and the Customer; or
10.1.5. Braided is obliged to comply with an order, instruction or request of Government, an emergency services organisation or other competent administrative authority.
10.2. Any exercise by Braided of its right of suspension in respect of this Clause 10 shall not affect Braided’s right to terminate this Agreement.
10.3. Braided shall not be liable to the Customer for any charges incurred by the Customer for the use of other similar services (whether provided by Braided or any other person) during any period of unavailability referred to in Clause 10.1.
- CONSEQUENCES OF TERMINATION
11.1. On termination or expiry of the Contract the Customer shall immediately pay to Braided all of Braided’s outstanding unpaid invoices and interest (if any is due) and, in respect of Services supplied but for which no invoice has been submitted, Braided shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- THIRD PARTY RIGHTS
12.1. A person who is not a party to this Contract has no rights under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce or enjoy the benefit of any term of this Contract.
- CONFIDENTIALITY
13.1. Each party undertakes that it shall not at any time during the Contract, and for a period of three years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 13.2.
13.2. Each party may disclose the other party’s confidential information:
13.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and
13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- MISCELLANEOUS
14.1. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
14.2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Braided.
14.3. Braided may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.4. Braided shall have the right to sub-contract all or any part of the Services to independent sub-contractors and any reference to Braided in these Conditions includes such sub-contractors. Braided shall remain liable to the Customer for the provision of the Services by such sub-contractors.
14.5. Braided shall have the right to issue updated versions of these Terms and Conditions from time to time and, unless the Customer terminates the Contract in accordance with Clause 9.2, the updated Terms and Conditions will apply from the Issue Date. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- NOTICES
15.1. Any notice given under this Agreement, except a notice of a fault, must be in writing (which, for the avoidance of doubt, includes email) and may be delivered by hand or prepaid post or email to the following addresses:
15.1.1. Braided:
15.1.1.1. at the address shown on the last invoice sent to the Customer or such other address as Braided may nominate for that purpose;
15.1.1.2. By email to [email protected].
15.1.2. the Customer:
15.1.2.1. at the address notified to Braided to which invoices may be sent, or the Customer’s usual or last known address or its registered office; or
15.1.2.2. By email to the email address the Customer nominates in writing to Braided.
15.2. Any notice shall be deemed to have been made to the other party:
15.2.1. if delivered by hand, when delivered;
15.2.2. if posted by pre-paid post, on the second Business Day following posting; or
15.2.3. if by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 15.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- ENTIRE AGREEMENT
16.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- SEVERANCE
17.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this Clause 17 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- GOVERNING LAW AND JURISDICTION
18.1. The Contract, 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 laws of Scotland.
18.2. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
18.3 Braided Terms & Conditions V2, Issue Date: 23rd April 2024.