Terms and Conditions

These terms and conditions govern your use of the Branq website at branq.app, our waitlist and early access programme, and the Branq platform.

Branq is operated by Everlance LTD, a company registered in England and Wales under company number 16000181, with its registered office at 5 Merchant Square, London W2 1AY, United Kingdom. In these terms, "we", "us" and "our" mean Everlance LTD, and "you" means the person or organisation using Branq.

By using the website, joining the waitlist or using the platform, you accept these terms. If you do not accept them, please do not use Branq.

If we have signed a separate written agreement with you, such as an order form, a pilot agreement or a master subscription agreement, that agreement takes priority over these terms where the two conflict.

Branq is a business product. It is provided to organisations and to people acting in the course of a business, trade or profession. It is not offered to consumers, and the rights that consumers have under consumer protection law do not apply to this agreement.

You may use Branq only if:

• you are at least 18 years old;
• you are using it for business purposes, on behalf of an organisation or as a sole trader; and
• if you are agreeing to these terms for an organisation, you have authority to bind that organisation, in which case "you" means that organisation.

We make the website available free of charge. We do not guarantee that it will always be available or uninterrupted, and we may suspend, withdraw or change any part of it without notice.

The content on the website is provided for general information about Branq. It is not advice, and it does not form part of any contract unless we say so expressly. Descriptions of features, integrations and plans reflect our current intentions and may change before release.

You are responsible for making sure that anyone accessing the website through your internet connection is aware of these terms.

Joining the waitlist registers your interest. It does not create a contract for the supply of the platform, does not guarantee that you will be offered access, and does not oblige us to launch any particular feature or to launch at all.

If we invite you into the pilot or early access programme, we may set additional conditions, such as giving feedback or agreeing to a separate pilot agreement.

You agree that the details you give us when joining the waitlist are accurate, and that you are entitled to give us the business contact details you submit. We handle those details as described in our Privacy Policy.

To use the platform you need an account. You must give accurate registration information and keep it up to date.

You are responsible for keeping your login credentials confidential and for all activity that happens under your account. Tell us immediately at support@branq.app if you believe your account has been accessed without permission.

Where you invite colleagues, clients or contractors into a workspace, you are responsible for their use of Branq, for the permissions you give them, and for making sure they comply with these terms.

"Your Content" means everything you or your users upload to or create in Branq, including brand guidelines, assets, images, copy, briefs, campaigns, comments and approvals.

You own Your Content. Nothing in these terms transfers ownership of it to us.

You grant us a non-exclusive, worldwide, royalty free licence to host, copy, transmit, display, adapt and process Your Content, but only so far as we need to in order to operate the platform and provide the service to you, including sending it to the AI providers listed in our Privacy Policy. This licence ends when you delete the content or when your account closes, except for copies retained in routine backups for a limited period.

We will not use Your Content to train AI models, ours or anyone else's, and we will not use it to develop products for other customers. We may use aggregated, de-identified statistics about how the service is used, provided these do not identify you or your content.

You confirm that:

• you own Your Content or have all rights and permissions needed to use it in Branq, including from clients, photographers, models, licensors and rights holders; and
• Your Content does not infringe anyone's rights and does not breach any law.

You are responsible for keeping your own copies of Your Content. While we take backups, we are not a backup or archiving service.

We own, or are licensed to use, all intellectual property rights in the Branq platform and website, including the software, models, workflows, interface, design, documentation and the Branq name and logo. These terms grant you a limited, non-exclusive, non transferable, revocable right to use the platform for your internal business purposes for as long as your account is active. All other rights are reserved.

You must not:

• copy, modify, translate or create derivative works of the platform;
• reverse engineer, decompile or attempt to derive the source code, except to the extent the law allows you to do so;
• resell, sublicense, rent or make the platform available to anyone outside your organisation, except to clients and contractors working on your brands through workspaces we provide for that purpose;
• remove or obscure any proprietary notice, or use our name or logo without our written permission.

If you give us feedback or suggestions, we may use them without restriction and without owing you anything. We will not identify you as the source without your permission.

Branq uses artificial intelligence to generate, review and analyse material. "Output" means the material Branq produces in response to your instructions and Your Content.

As between you and us, you own the Output you generate, to the extent it is capable of being owned, and we assign to you any rights we may have in it. This is conditional on you meeting your payment obligations.

You need to understand the following about AI output:

• It may be wrong. AI can produce results that are inaccurate, incomplete, outdated or unsuitable, including confident statements that are false. You must review Output before you rely on it or publish it.
• It may not be unique. Other users giving similar instructions may receive similar results, and we cannot promise the Output is original or that it does not resemble existing material.
• It may not be protectable. In many countries, material generated without sufficient human authorship may not attract copyright. We make no promise that Output is capable of being registered or protected.
• Clearance is your responsibility. Before you publish or commercialise Output, you are responsible for checking that it does not infringe third party rights and that it meets the advertising, regulatory and disclosure rules for your market. That includes disclosing AI generated or manipulated content where the law requires it.
• Brand checks are guidance, not a guarantee. Where Branq reviews work against your brand standards, it is offering an assessment to help your team. It does not guarantee compliance, and it does not replace human sign off. Authorised users keep final control over what is approved.

You must not present Output as having been reviewed, approved or certified by us.

You must not use Branq to:

• break any law, or infringe anyone's intellectual property, privacy or other rights;
• upload or generate material that is unlawful, defamatory, harassing, hateful, obscene, or that sexualises children;
• create deceptive material, including impersonating a real person or organisation, or producing a deepfake of an identifiable person without their consent;
• upload malware, or attempt to gain unauthorised access to our systems, another workspace or another customer's content;
• probe, scan or test the security of the platform without our prior written consent;
• scrape the platform, or use it to build a competing product or model, including by using Output to train a machine learning model;
• place an unreasonable load on our infrastructure, or circumvent any usage, rate or credit limit;
• upload special category personal data, payment card data or other highly sensitive information, unless we have agreed it in writing beforehand.

We may investigate suspected breaches and take action under the suspension section below.

Branq relies on third party providers for hosting, storage, payments, email and AI processing, and may offer integrations with tools you already use.

Where you connect a third party service, you authorise us to access and exchange information with it as needed for the integration. Your use of that service is governed by its own terms, and we are not responsible for it, for its availability, or for what it does with information you tell us to send it.

If a provider changes or withdraws its service, we may need to change or remove the corresponding feature. We will give you reasonable notice where we can.

Some parts of Branq are or will be paid. The fees, billing period and any usage or credit allowance for your plan are set out when you subscribe or in your order form.

• Fees are stated exclusive of VAT and other taxes, which we add where they apply.
• Subscriptions renew automatically for further periods of the same length unless cancelled before the renewal date.
• Payments are collected by our payment provider. You authorise us to charge your chosen payment method for all fees due.
• Credits or usage allowances apply to the billing period for which they are bought, and unused amounts do not carry over unless we say so. Credits have no cash value and are not refundable.
• Except where the law requires it, fees already paid are non-refundable, including for a partly used billing period.
• If a payment fails or is overdue, we may suspend access after giving you notice, and charge interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998.
• We may change our prices. For existing subscribers, a price change takes effect at the next renewal and we will give at least 30 days' notice.

While Branq is offered free of charge during the pilot or early access period, we may introduce charges after giving you reasonable notice and an opportunity to stop using the service.

Branq is in an early stage. Where the platform, or a feature within it, is provided as a pilot, beta, preview or early access release, it is provided as is and may be incomplete, may change substantially, may contain defects, and may be withdrawn.

Unless we have agreed a separate service level agreement with you in writing, we do not commit to a specific level of uptime, and we may carry out maintenance that makes the service temporarily unavailable. We will try to schedule planned maintenance outside UK business hours and to give notice where we can.

We recommend that you do not rely on a pilot or beta release for business critical work without keeping your own copies of anything important.

Each of us may receive confidential information from the other, including brand strategy, unreleased campaigns, client information, pricing and technical information.

Each of us agrees to keep the other's confidential information secret, to use it only for the purpose of this agreement, and to disclose it only to people who need it and who are under similar obligations. This does not apply to information that is public through no fault of the receiver, that was already known without restriction, or that must be disclosed by law, in which case the receiver will tell the other where it is allowed to.

These obligations continue for three years after this agreement ends.

Each of us will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

Where Your Content contains personal data, you are the controller and we are your processor. We will process it only on your documented instructions, keep it secure, impose confidentiality obligations on our staff, assist you with data subject requests and breach notification, and delete or return it when this agreement ends.

Our data processing agreement forms part of these terms where you entrust personal data to us. Request a copy from support@branq.app. We use sub-processors to deliver the service and will tell you before adding or replacing one that processes your personal data.

How we handle personal data for which we are the controller is explained in our Privacy Policy.

We warrant that we will provide the platform with reasonable skill and care.

Other than that, and to the fullest extent the law allows, we exclude all warranties, conditions and terms that would otherwise be implied by statute, common law or otherwise. In particular we do not warrant that:

• the platform will be uninterrupted, timely or error free;
• defects will be corrected;
• the platform, or any Output, will meet your requirements or produce any particular commercial result;
• Output will be accurate, original, lawful to publish in your market, or compliant with your brand standards.

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

Subject to that, and because Branq is supplied for business use:

• We are not liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill or reputation, loss of or corruption of data, or any indirect or consequential loss, however it arises.
• We are not liable for any loss arising from your reliance on Output without human review, from your publication of Output, or from a third party service you connect to Branq.
• Our total liability to you for all claims arising in any period of 12 months, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees you paid us for the platform in the 12 months before the first event giving rise to the claim, or £100 if you paid us nothing in that period, whichever is greater.

You are responsible for taking your own backups of Your Content and for having appropriate insurance for your business.

You will indemnify us against all losses, damages, costs and reasonable legal fees we suffer arising from your breach of these terms, from Your Content, from your use or publication of Output, or from a claim that Your Content infringes a third party's rights. We will tell you promptly about any such claim, let you take over its defence where you confirm you will cover it, and give you reasonable assistance at your cost. You must not settle a claim in a way that imposes an obligation on us without our written consent.

You may stop using Branq at any time. To close a paid subscription, cancel before the next renewal date. Closing an account does not entitle you to a refund of fees already paid.

We may suspend your access immediately, in whole or in part, if we reasonably believe you have breached the acceptable use section, if your use poses a security or legal risk, or if payment is overdue. We will tell you why and, where the breach can be fixed, give you a chance to fix it.

Either of us may end this agreement by giving 30 days' written notice, or immediately if the other commits a material breach that is not remedied within 14 days of being asked to, or becomes insolvent.

When this agreement ends, your right to use the platform stops. You may export Your Content for 30 days after the end date. After that we will delete or return it in line with the retention periods in our Privacy Policy. The sections on your content, our intellectual property, confidentiality, liability, indemnity and governing law survive the end of this agreement.

Branq is developing quickly. We may add, change or remove features to improve the service, to reflect changes in the law, or because a provider we depend on has changed. We will not make a change that materially reduces the core functionality of a paid plan during a billing period you have already paid for, without offering you a pro rata refund.

We may update these terms. The date at the top of this page shows when they were last changed. For minor changes, posting the updated terms is enough. For changes that materially affect your rights, we will give you at least 30 days' notice by email or in the product. If you do not accept a material change, you may end this agreement before it takes effect, and continuing to use Branq afterwards means you accept it.

These terms, and any dispute or claim arising out of them or their subject matter, including non-contractual disputes, are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

Before starting proceedings, we each agree to try in good faith to resolve the dispute by discussion between senior representatives for 30 days. This does not stop either of us seeking urgent injunctive relief.

• Entire agreement. These terms, together with any order form and our Privacy Policy and data processing agreement, are the whole agreement between us about Branq and replace anything said or written beforehand. Neither of us relies on any statement not set out in them, though this does not limit liability for fraud.
• Assignment. You may not transfer your rights under these terms without our written consent. We may transfer ours to a group company or to a buyer of our business, provided your rights are not reduced.
• Third parties. No one other than you and us has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• Severance. If any provision is found to be unenforceable, the rest continues in force.
• No waiver. If we delay in enforcing a right, that does not mean we have given it up.
• Events outside our control. Neither of us is liable for a failure to perform caused by something beyond our reasonable control, such as a failure of a major infrastructure or AI provider, provided we tell the other and try to limit the effect.
• Notices. Legal notices to us should go to support@branq.app and to our registered office. We will send notices to the email address on your account.

For questions about these terms, about privacy and data protection, or for help using Branq, email support@branq.app.

Everlance LTD, 5 Merchant Square, London W2 1AY, United Kingdom. Registered in England and Wales, company number 16000181.