Commercial terms
BrazHelp Terms of Business
2. Application of the Terms
These Terms apply to B2B Services and form part of each applicable Services Agreement, statement of work or accepted estimate. BrazHelp may provide Services under product, brand or trading names; unless a signed agreement expressly identifies another contracting entity, BRAZHELP SOLUTIONS LIMITED remains the contracting entity. Client purchase terms apply only if BrazHelp agrees in writing.
3. Services
BrazHelp will provide the Services with reasonable skill and care, subject to the agreed scope, assumptions, dependencies, dates and fees. BrazHelp does not promise a particular commercial outcome, uninterrupted availability, or a service level unless the applicable signed agreement expressly states one.
4. Statements of Work and Estimates
A statement of work, Services Agreement or accepted estimate records the agreed project, scope, deliverables, commercial terms and project-specific conditions. An estimate is not a commitment to begin work until accepted in the manner stated by BrazHelp or replaced by a signed Services Agreement.
5. Client responsibilities
The Client will provide accurate information, timely decisions, lawful instructions, required access, content, credentials, approvals and cooperation. The Client will appoint a suitably authorised contact and is responsible for its personnel, suppliers and users.
6. Assumptions and dependencies
BrazHelp may rely on stated assumptions and dependencies. If an assumption proves incorrect, access is delayed, or a dependency is unavailable, BrazHelp may reasonably adjust scope, dates, fees and delivery approach through change control.
7. Change control
Either party may request a change to scope, deliverables, timing, assumptions or fees. No change is binding until confirmed in writing by authorised representatives of both parties. BrazHelp is not required to perform changed work before that confirmation.
8. Fees
The Client will pay the fees, currency and billing basis stated in the commercial document. Unless stated otherwise, fees exclude VAT, taxes, duties, bank charges and agreed expenses. BrazHelp may invoice for work performed and commitments made up to a permitted suspension or termination.
9. Deposits
Any stated deposit is due before BrazHelp is required to start the corresponding work. A deposit is applied to agreed fees unless the commercial document states otherwise. BrazHelp may defer commencement or delivery while an overdue deposit remains unpaid.
10. Invoicing and payment
BrazHelp may issue invoices in accordance with the commercial document. The Client must pay undisputed invoices in cleared funds by the stated due date. The Client must notify BrazHelp promptly of a genuine invoice query and continue to pay any undisputed amount.
11. VAT, taxes and expenses
VAT and similar taxes are charged where applicable. The Client is responsible for taxes, duties, withholding and charges arising from its receipt or use of the Services, except taxes assessed on BrazHelp's net income. Pre-approved reasonable expenses and third-party charges are payable in addition to fees unless included expressly.
12. Delivery dates
Dates are estimates unless the commercial document expressly says they are fixed. BrazHelp will use reasonable efforts to meet agreed dates but is not responsible for delay caused by the Client, a third party, a dependency, force majeure or a change request.
13. Acceptance of deliverables
Where an acceptance period is stated, the Client will review the deliverable within that period and report material non-conformity against agreed criteria in sufficient detail. If no such notice is received, or the Client uses the deliverable in production or commercially, it is deemed accepted. BrazHelp will reasonably address confirmed material non-conformity.
14. Maintenance and support
Maintenance and support are provided only to the extent, for the term and at the level stated in the commercial document. Unless expressly agreed, BrazHelp does not provide continuous monitoring, emergency response, uptime commitments, upgrades or support for third-party services.
15. Third-party services
The Services may depend on third-party platforms, hosting, payment, messaging, analytics, infrastructure or other services. Those services are subject to their own terms, availability and pricing. BrazHelp is not responsible for third-party acts, omissions, changes, outages or security incidents outside BrazHelp's reasonable control.
16. Open-source software
Deliverables may contain open-source software. Open-source components remain subject to their applicable licence terms, which prevail for those components. BrazHelp will not knowingly impose restrictions inconsistent with an applicable open-source licence.
17. BrazHelp pre-existing intellectual property
BrazHelp and its licensors retain all rights in their pre-existing materials, tools, templates, code, methods, know-how, designs, generic components and improvements. Nothing in these Terms transfers ownership of that pre-existing intellectual property.
18. Custom deliverable intellectual property
Subject to full payment of all amounts due for the relevant deliverable, the Client receives the licence or transfer expressly stated in the commercial document for custom deliverables. If no transfer is stated, BrazHelp grants the Client a non-exclusive, worldwide, perpetual licence to use those custom deliverables for its internal business purposes, excluding BrazHelp pre-existing intellectual property and third-party materials.
19. Client materials and permissions
The Client retains ownership of Client materials. The Client grants BrazHelp the rights needed to provide the Services and warrants that it has obtained all necessary permissions, licences and lawful bases. The Client will not provide unlawful, infringing, malicious or confidential third-party material without authority.
20. Confidentiality
Each party will protect the other party's confidential information using reasonable care and will use it only to perform or receive the Services. This does not apply to information that is public without breach, already lawfully known, independently developed, or required to be disclosed by law, provided notice is given where lawful and practicable.
21. Data protection
Each party will comply with applicable data-protection law. The parties will agree appropriate data-processing terms where BrazHelp processes personal data for the Client as processor. The Client remains responsible for its instructions, notices, lawful bases and personal data it supplies.
22. Information security
BrazHelp will maintain reasonable technical and organisational measures appropriate to the Services. The Client will protect its accounts, credentials, systems and access controls and will notify BrazHelp promptly of a suspected security incident relevant to the Services. No system or transmission is guaranteed completely secure.
23. Warranties
BrazHelp warrants that it will provide the Services with reasonable skill and care. Except as expressly stated in these Terms or the commercial document, all other warranties, conditions and representations are excluded to the fullest extent permitted by law.
24. Dependencies outside BrazHelp control
BrazHelp is not responsible for a failure, loss or delay caused by Client systems, Client instructions, third-party services, internet or telecommunications failures, unauthorised access caused outside BrazHelp's systems, or other matters outside BrazHelp's reasonable control.
25. No regulated financial services or advice
The Services and related materials do not constitute regulated financial services, investment advice, legal advice, tax advice, accounting advice or a recommendation to buy, sell or hold an investment. The Client must obtain its own professional advice where needed.
26. Limitation of liability
Subject to clause 27, BrazHelp's total aggregate liability arising out of or in connection with relevant Services, whether in contract, tort, negligence, misrepresentation, restitution or otherwise, is limited to fees paid or payable for those Services in the 12 months before the event giving rise to liability. BrazHelp is not liable for indirect or consequential loss, loss of profit, revenue, business, opportunity, goodwill, anticipated savings or data, except where that exclusion is prohibited by law.
27. Liability that cannot lawfully be excluded
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.
28. Suspension for non-payment
BrazHelp may suspend affected Services, access or delivery on reasonable written notice if an undisputed invoice remains overdue. BrazHelp will restore affected Services promptly after payment of the overdue amount and reasonable reinstatement costs, subject to any third-party limitation.
29. Termination
Either party may terminate the applicable commercial document for material breach if the breach is not remedied within 14 days after written notice requiring remedy. BrazHelp may terminate or suspend immediately where continuing would be unlawful, insecure, materially harmful, or where the Client becomes insolvent to the extent permitted by law.
30. Effect of termination
On termination, the Client will pay accrued fees, committed costs and approved expenses. Each party will return or securely delete the other's confidential information where reasonably practicable, subject to legal retention and backup procedures. Clauses intended to survive, including payment, intellectual property, confidentiality, liability and governing law, continue.
31. Force majeure
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, civil disturbance, government action, industrial dispute, epidemic, utility failure or widespread internet failure. The affected party will notify the other and use reasonable efforts to reduce the effect.
32. Subcontracting
BrazHelp may use suitably qualified subcontractors or affiliates to provide the Services while remaining responsible for their work as if it were BrazHelp's own, subject to these Terms and applicable data-protection requirements.
33. Assignment
Neither party may assign, transfer or novate its rights or obligations without the other party's written consent, except that BrazHelp may do so to an affiliate or a genuine successor to all or substantially all of its business, provided the successor can perform the obligations.
34. Notices
Notices under these Terms must be in writing and sent to the registered office or email address stated in the commercial document, or another address notified in writing. Operational communications and routine project messages are not formal notices unless they clearly state that they are a notice under these Terms.
35. Entire agreement
The applicable commercial document and these Terms form the entire agreement about relevant Services and replace prior discussions and representations about them. Neither party relies on a statement not recorded in those documents, except for fraudulent misrepresentation.
36. Order of precedence
If documents conflict, the following order applies: signed special terms; the signed Services Agreement; an accepted statement of work or estimate; these Terms; then other referenced documents. A later document prevails only where it expressly changes an earlier document.
37. Severability
If any provision is invalid or unenforceable, it is adjusted to the minimum extent needed to make it enforceable or, if that is not possible, removed. The remaining provisions continue in force.
38. Waiver
A waiver is effective only if in writing and applies only to the specific circumstance for which it is given. A delay or failure to exercise a right is not a waiver of that right.
39. Third-party rights
No person other than the parties and permitted successors may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
40. Electronic signatures and counterparts
The parties may sign the commercial document electronically and in counterparts. An authenticated account, typed name, required attestation, timestamp and immutable signature evidence may be used as the v1 electronic-signature record where the portal signing process is used.
41. Governing law
These Terms and any non-contractual obligations arising from them are governed by the law of England and Wales.
42. Jurisdiction
The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the relevant Services.