Terms & Conditions

Website Terms of Use

BACKGROUND:

These Terms of Use, together with any and all other documents referred to herein, set out the terms of use under which you may use this website, www.brainsparx.co.uk (“Our Site”). Please read these Terms of Use carefully and ensure that you understand them. Your agreement to comply with and be bound by these Terms of Use is deemed to occur upon your first use of Our Site.

1. Definitions and Interpretation

In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:

“Account”

means an account required for a User to access and/or use certain areas of Our Site, as detailed in Clause 4;

“Content”

means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;

“User”

means a user of Our Site;

“User Content”

means any content submitted to Our Site by Users including, but not limited to, the ‘For your mind only’ product; and your contact details.

“We/Us/Our”

means BrainSparx, our address is Albatros, Embankment Marina, Albion Parade, Gravesend, Kent, DA12 2RN

2. Information About Us

Our Site, www.brainsparx.co.uk, is operated by BrainSparx, our address is Albatros, Embankment Marina, Albion Parade, Gravesend, Kent, DA12 2RN

3. Access to Our Site

3.1 Access to Our Site is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

4. Accounts

4.1 Certain parts of Our Site (including the ability to purchase services from Us) may require an Account in order to access them.

4.2 You may not create an Account if you are under 18 years of age. If you are under 18 years of age and wish to use the parts of Our Site that require an Account, your parent or guardian should create the Account for you and you must only use the Account with their supervision.

4.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.

4.4 We recommend that you choose a strong password for your Account, It is your responsibility to keep your password safe. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.

4.5 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the law, as set out in Clause 17.

4.6 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of Our Site requiring an Account for access

5. Intellectual Property Rights

5.1 With the exception of User Content (see Clause 6), all Content included on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content (including User Content) is protected by applicable United Kingdom and international intellectual property laws and treaties.

5.2 Subject to sub-Clause 5.3 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site unless given express written permission to do so by Us.

5.3 You may:

5.3.1 Access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app);

5.4 Our status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.

5.5 You may not use any Content saved or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) to do so.

6. User Content

6.1 You agree that you will be solely responsible for your User Content. Specifically, you agree, represent and warrant that you have the right to submit the User Content and that all such User Content will comply with Our Acceptable Usage Policy, detailed below in Clause 12.

6.2 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 6.3. You will be responsible for any loss or damage suffered by Us as a result of such breach.

6.3 We may reject, reclassify, or remove any User Content from Our Site where, in Our sole opinion, it violates Our Acceptable Usage Policy, or If We receive a complaint from a third party and determine that the User Content in question should be removed as a result.

7. Links to Our Site

7.1 You may link to Our Site provided that:

7.1.1 you do so in a fair and legal manner;

7.1.2 you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;

7.1.3 you do not use any logos or trademarks displayed on Our Site without Our express written permission; and

7.1.4 you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.

7.2 You may not link to Our Site from any other site the main content of which contains material that:

7.2.1 is sexually explicit;

7.2.2 is obscene, deliberately offensive, hateful or otherwise inflammatory;

7.2.3 promotes violence;

7.2.4 promotes or assists in any form of unlawful activity;

7.2.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;

7.2.6 is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

7.2.7 is calculated or is otherwise likely to deceive another person;

7.2.8 is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;

7.2.9 misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.4);

7.2.10 implies any form of affiliation with Us where none exists;

7.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks and database rights) of any other party; or

7.2.12 is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

8. Links to Other Sites

Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

9. Disclaimers

9.1 Nothing on Our Site constitutes advice on which you should rely it is opinion only based on the learnings of the presenter. It is provided for general information purposes only. Professional medical advice from your GP or other Health Professional and your GP should always be consulted before taking any action relating to any changes in your current or future medications.

9.2 Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure. If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

9.3 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date. Please note that this exception does not apply to information concerning services for sale through Our Site.

10. Our Liability

10.1 The provisions of this Clause 10 apply only to the use of Our Site

10.2 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content (including User Content) included on Our Site.

10.3 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content included on Our Site.

10.4 If you are a business user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

10.5 We exercise all reasonable skill and care to ensure that Our Site is free from viruses and other malware. However, subject to sub-Clause 9.2, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Site (including the downloading of any Content from it) or any other site referred to on Our Site.

10.6 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

10.7 Nothing in these Terms of Use excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

11. Viruses, Malware and Security

11.1 We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.

11.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.

11.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.

11.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

11.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.

11.6 By breaching the provisions of sub-Clauses 11.3 to 11.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

12. Acceptable Usage Policy

12.1 You may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause 12. Specifically:

12.1.1 you must ensure that you comply fully with any and all local, national or international laws and/or regulations;

12.1.2 you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;

12.1.3 you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

12.1.4 you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.

12.2 When submitting User Content (or communicating in any other way using Our Site), you must not submit, communicate or otherwise do anything that:

12.2.1 is obscene, deliberately offensive, hateful or otherwise inflammatory;

12.2.2 promotes violence;

12.2.3 promotes or assists in any form of unlawful activity;

12.2.4 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation or age;

12.2.5 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

12.2.6 is calculated or is otherwise likely to deceive;

12.2.7 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

12.2.8 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 12.2);

12.2.9 implies any form of affiliation with Us where none exists;

12.2.10 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or

12.2.11 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

12.3 We reserve the right to suspend or terminate your access to Our Site if you materially breach the provisions of this Clause 12 or any of the other provisions of these Terms of Use. Specifically, We may take one or more of the following actions:

12.3.1 suspend, whether temporarily or permanently, your Account and/or your right to access Our Site;

12.3.2 remove any User Content submitted by you that violates this Acceptable Usage Policy;

12.3.3 issue you with a written warning;

12.3.4 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;

12.3.5 take further legal action against you as appropriate;

12.3.6 disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

12.3.7 any other actions which We deem reasonably appropriate (and lawful).

12.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms of Use.

13. Privacy and Cookies

Use of Our Site is also governed by Our Cookie and Privacy Policies. These policies are incorporated into these Terms of Use by this reference.

14. Changes to these Terms of Use

14.1 We may alter these Terms of Use at any time. Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented. You are therefore advised to check this page from time to time.

14.2 In the event of any conflict between the current version of these Terms of Use and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

15. Contacting Us

To contact Us, please email Us at hello@brainsparx.co.uk or using any of the methods provided on Our contact page.

16. Communications from Us

16.1 If We have your contact details (if, for example, you have an Account) We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms of Use, Our Terms of Sale, and changes to your Account.

16.2 For questions or complaints about communications from Us (including, but not limited to marketing emails), please contact Us.

17. Data Protection

We will only use your personal information as set out in Our Privacy Policy, available from and Cookie Policy

18. Law and Jurisdiction

18.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & amp; Wales.

18.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 18.1 above takes away or reduces your rights as a consumer to rely on those provisions.

18.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

18.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & amp; Wales

Terms of Sale - Subscriptions

BACKGROUND:

These Terms of Sale, together with any and all other documents referred to herein, set out the terms under which Paid Content, accessed via Subscriptions, is sold by Us to consumers through this website, www.brainsparx.co.uk (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before purchasing a Subscription. You will be required to read and accept these Terms of Sale when ordering a Subscription. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to purchase a Subscription and access Paid Content through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.

1. Definitions and Interpretation

1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

“Contract”

means a contract for the purchase of a Subscription to access Paid Content, as explained in Clause 6;

“Paid Content”

means the digital content sold by Us through Our Site;

“Subscription”

means a subscription to Our Site providing access to Paid Content;

“Subscription Confirmation”

means our acceptance and confirmation of your purchase of a Subscription;

“Subscription ID”

means the reference number for your Subscription; and

“We/Us/Our”

means BrainSparx, our address is Albatros, Embankment Marina, Albion Parade, Gravesend, Kent, DA12 2RN

2. Information About Us

Our Site, www.brainsparx.co.uk, is operated by BrainSparx, our address is Albatros, Embankment Marina, Albion Parade, Gravesend, Kent, DA12 2RN

3. Age Restrictions

Consumers may only purchase Subscriptions and access Paid Content through Our Site if they are at least 18 years of age.

4. Business Customers

These Terms of Sale do not apply to customers purchasing Subscriptions and accessing Paid Content in the course of business.

5. Subscriptions, Paid Content, Pricing and Availability

5.1 We make all reasonable efforts to ensure that all descriptions of Subscriptions and Paid Content available from Us correspond to the actual Subscription and Paid Content that you will receive.

5.2 We may from time to time change Our prices. Changes in price will not affect any Subscription that you have already purchased but will apply to any subsequent renewal or new Subscription.

5.3 Minor changes may, from time to time, be made to certain Paid Content, for example, to reflect changes in relevant laws and regulatory requirements, or to address technical or security issues. These changes will not alter the main characteristics of the Paid Content and should not normally affect your use of that Paid Content. However, if any change is made that would affect your use of the Paid Content, suitable information will be provided to you.

5.4 Where any updates are made to Paid Content, that Paid Content will continue to match Our description of it as provided to you before you purchased your Subscription to access the Paid Content. Please note that this does not prevent Us from enhancing the Paid Content, thereby going beyond the original description.

5.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online.

5.6 All prices are checked by Us before We accept your order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing to inform you of the mistake. If the correct price is lower than that shown when you made your order, we will simply charge you the lower amount and continue processing your order. If the correct price is higher, We will give you the option to purchase the Subscription at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If We do not receive a response from you we will treat your order as cancelled and notify you of this in writing.

5.7 If We discover an error in the price or description of your Subscription after your order is processed, We will inform you immediately and make all reasonable efforts to correct the error. You may, however, have the right to cancel the Contract if this happens. If We inform you of such an error and you do wish to cancel the Contract, please refer to sub-Clause 12.4.

5.8 If the price of a Subscription that you have ordered changes between your order being placed and Us processing that order and taking payment, you will be charged the price shown on Our Site at the time of placing your order.

6. Orders – How Contracts Are Formed

6.1 Our Site will guide you through the process of purchasing a Subscription. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.

6.2 If, during the order process, you provide Us with incorrect or incomplete information, please contact Us as soon as possible. If We are unable to process your order due to incorrect or incomplete information, We will contact you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time of Our request, We will cancel your order and treat the Contract as being at an end. We will not be responsible for any delay in the availability of Paid Content that results from you providing incorrect or incomplete information.

6.3 No part of Our Site constitutes a contractual offer capable of acceptance. Your order to purchase a Subscription constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding Contract between Us and you.

6.4 Subscription Confirmations shall contain the following information:

6.4.1 Your Subscription ID will be the email address you used during sign up.

6.4.2 Confirmation of the Subscription ordered including full details of the main characteristics of the Subscription and Paid Content available as part of it;

6.4.3 Fully itemised pricing for your Subscription including, where appropriate, taxes, and other additional charges;

6.4.4 The duration of your Subscription (including the start date, and the renewal date);

6.4.5 Confirmation of your acknowledgement that the Paid Content will be made available to you immediately and that you will lose your legal right to change your mind and cancel upon accessing the Paid Content as detailed below in sub-Clause 11.1;

6.5 In the unlikely event that We do not accept or cannot fulfil your order for any reason, We will explain why in writing. No payment will be taken under normal circumstances. If We have taken payment any such sums will be refunded to you as soon as possible.

6.6 Refunds under this Clause 6 will be made using the same payment method that you used when purchasing your Subscription

7. Payment

7.1 Payment for Subscriptions must always be made in advance. Your chosen payment method will be charged when we process your order and send you a Subscription Confirmation

7.2 We accept payment on Our Site via most credit/debit cards.

7.3 If you do not make any payment due to Us on time, We will suspend your access to the Paid Content. For more information, please refer to sub-Clause 8.5. We may cancel the Contract. Any outstanding sums due to Us will remain due and payable.

8. Provision of Paid Content

8.1 Paid Content appropriate to your Subscription will be available to you immediately when We send you a Subscription Confirmation and will continue to be available for the duration of your Subscription (including any renewals), or until you end the Contract.

8.2 When you place an order for a Subscription, you will be required to expressly acknowledge that you wish the Paid Content to be made available to you immediately. You will also be required to expressly acknowledge that by accessing (e.g. downloading or streaming) the Paid Content, you will lose your legal right to cancel if you change your mind (the “cooling-off period”). Please see sub-Clause 11.1 for more information.

8.3 In some limited circumstances, We may need to suspend the provision of Paid Content (in full or in part) for one or more of the following reasons:

8.3.1 To fix technical problems or to make necessary minor technical changes;

8.3.2 To update the Paid Content to comply with relevant changes in the law or other regulatory requirements;

8.3.3 To make more significant changes to the Paid Content, as described above in sub-Clause 5.5.

8.4 If We need to suspend availability of the Paid Content for any of the reasons set out in sub-Clause 8.3, We will inform you in advance of the suspension and explain why it is necessary (unless We need to suspend availability for urgent or emergency reasons such as a dangerous problem with the Paid Content, in which case We will inform you as soon as reasonably possible after suspension

8.5 We may suspend provision of the Paid Content if We do not receive payment on time from you. We will inform you of the non-payment on the due date, however if you do not make payment, We may suspend provision of the Paid Content until We have received all outstanding sums due from you. If We do suspend provision of the Paid Content, We will inform you of the suspension. You will not be charged for any Paid Content while provision is suspended.

9. Licence

9.1 When you purchase a Subscription to access Paid Content, We will grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the relevant Paid Content for personal, non-commercial purposes. The licence granted to you does not give you any rights in Our Paid Content (including any material that We may licence from third parties).

9.2 The licence granted to you under sub-Clause 9.1 is subject to the following usage restrictions and/or permissions:

9.2.1 You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the Paid Content (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 (Chapter 3 ‘Acts Permitted in relation to Copyright Works’).

10. Problems with the Paid Content

10.1 By law, We must provide digital content that is of satisfactory quality, fit for purpose, and as described. If any Paid Content available through your Subscription does not comply, please contact Us as soon as reasonably possible to inform Us of the problem. Your available remedies will be as follows:

10.1.1 If the Paid Content has faults, you will be entitled to a repair or a replacement.

10.1.2 If We cannot fix the problem, or if it has not been (or cannot be) fixed within a reasonable time and without significant inconvenience to you, you may be entitled to a full or partial refund.

10.1.3 If you can demonstrate that the fault has damaged your device or other digital content belonging to you because We have not used reasonable care and skill, you may be entitled to a repair or compensation. Please refer to sub-Clause 13.3 for more information.

10.2 If there is a problem with any Paid Content, please contact Us to inform us of the problem.

10.3 Refunds (whether full or partial, including reductions in price) under this Clause 10 will be issued within 14 calendar days of the day on which We agree that you are entitled to the refund.

10.4 Refunds under this Clause 10 will be made using the same payment method that you used when purchasing your Subscription

10.5 For further information on your rights as a consumer, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

11. Cancelling Your Subscription

11.1 If you are a consumer in the European Union, by default you have a legal right to a “cooling-off” period within which you can cancel the Contract for any reason, including if you have changed your mind, and receive a refund. The period begins once We have sent you your Subscription Confirmation (i.e. when the Contract between you and Us is formed) and ends when you access (e.g. download or stream) the Paid Content, or 14 calendar days after the date of Our Subscription Confirmation, whichever occurs first.

11.2 After the cooling-off period, you may cancel your Subscription at any time, however subject to sub-Clause

11.3 and Clause 12, We cannot offer any refunds and you will continue to have access to the Paid Content for the remainder of your current Subscription (up until the renewal or expiry date, as applicable), whereupon the Contract will end.

11.3 If you purchase a Subscription by mistake (or allow your Subscription to renew by mistake), please inform Us as soon as possible and do not attempt to access any Paid Content. Provided you have not accessed any Paid Content since the start date (or renewal date, as appropriate) of the Subscription We will be able to cancel the Subscription and issue a full refund. If you have accessed any Paid Content once the Subscription has started, We will not be able to offer any refund and you will continue to have access to the Paid Content for the remainder of the Subscription (up until the renewal or expiry date, as applicable).

11.4 If you wish to exercise your right to cancel under this Clause 11, you may inform Us of your Cancellation by email or by post and is effective from the date on which you send Us your message. If you would prefer to contact Us directly to cancel, please use the following details:

11.5 Refunds under this Clause 11 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.

11.6 Refunds under this Clause 11 will be made using the same payment method that you used when purchasing your Subscription

12. Your Other Rights to End the Contract

12.1 You may end the Contract at any time if We have informed you of a forthcoming change to your Subscription or the Paid Content (as described in sub-Clauses 5.3 or 5.5), or to these Terms of Sale that you do not agree to. If the change is set to take effect or apply to you before the end of your current Subscription, We will issue you with a pro-rated refund equal to the remaining time left in that Subscription. If the change will not take effect or apply to you until the expiry of your current Subscription, the Contract will end at the end of that Subscription period and you will continue to have access to the Paid Content until that date.

12.2 You also have a legal right to end the Contract at any time if We are in breach of it. You may also be entitled to a full or partial refund and compensation. For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

12.3 Refunds under this Clause 12 will be made within 14 calendar days of the date on which your cancellation becomes effective, using the same payment method that you used when purchasing your Subscription [unless you specifically request that We make a refund using a different method].

13. Our Liability to Consumers

13.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms of Sale (or the Contract) or as a result of Our negligence. Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.

13.2 Our Paid Content is intended for non-commercial use only. We make no warranty or representation that the Paid Content is fit for commercial, business or industrial use of any kind. We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

13.3 If, as a result of Our failure to exercise reasonable care and skill, any digital content (including but not limited to Paid Content) from Our Site damages your device or other digital content belonging to you, We will either repair the damage or pay you appropriate compensation. Please note that We will not be liable under this provision if:

13.3.1 We have informed you of the problem and provided a free update designed to fix it, but you have not applied the update; or

13.3.2 The damage has been caused by your own failure to follow Our instructions; or

13.3.3 Your device does not meet any relevant minimum system requirements that We have made you aware of before you purchased your Subscription.

13.4 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.

13.5 Nothing in these Terms of Sale seeks to exclude or limit your legal rights as a consumer. For more details of your legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

14. Contacting Us

If you wish to contact Us with general questions or complaints, you may contact Us by telephone, by email, or by post

15. Complaints and Feedback

15.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

15.2 If you wish to complain about any aspect of your dealings with Us, please contact Us

16. How We Use Your Personal Information (Data Protection)

We will only use your personal information as set out in Our Privacy Policy and Cookie Policy.

17. Other Important Terms

17.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale (and the Contract) will not be affected and Our obligations under these Terms of Sale (and the Contract) will be transferred to the third party who will remain bound by them.

17.2 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

17.3 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

17.4 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

17.5 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Subscription, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them (also see sub-Clause 12.1 above).

18. Law and Jurisdiction

18.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

18.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 18.1 above takes away or reduces your rights as a consumer to rely on those provisions.

18.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

BrainSparx Messaging Terms & Conditions

Effective Date: December 07, 2020

This SMS message program is a service of BrainSparx. By providing your cell phone number, you agree to receive recurring automated promotional and personalized marketing text messages (e.g., SMS/MMS cart reminders, sale notices, etc) from BrainSparx. These messages include text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate. You give BrainSparx permission to send text messages to the enrolled cell phone number through your wireless phone carrier, unless and until you end permission per these Terms & Conditions. Consent to receive automated marketing text messages is not a condition of any purchase. Message & data rates may apply.

Message frequency may vary. BrainSparx reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. BrainSparx also reserves the right to change the short code or phone number from which messages are sent and we will notify you if we do so.

Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. BrainSparx, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.

By enrolling in the BrainSparx messaging program, you also agree to these messaging terms & conditions (“Messaging Terms”), our BrainSparx Terms of Use and BrainSparx Privacy Policy.

Cancellation

Text the keyword STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT to the telephone number, long code, or short code that sends you our initial confirmation message to cancel. After texting STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT to the telephone number, long code, or short code that sends you our initial confirmation message you will receive one additional message confirming that your request has been processed. If you change your preferences, it may take up to 48 hours for it to take effect. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands and agree that BrainSparx and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from BrainSparx through any other programs you have joined until you separately unsubscribe from those programs.

Help or Support

Text the keyword HELP to the telephone number, long code, or short code that sends you our initial confirmation message to receive a text with information on how to unsubscribe.

No Warranty

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT THE MESSAGING PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL EITHER OF BrainSparx OR ANY PARTY ACTING ON BEHALF OF BrainSparx BE LIABLE FOR: (A) ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF THE AMOUNT YOU PAID TO BrainSparx HEREUNDER OR $100.00; OR (B) ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR ANY OTHER DAMAGES. YOU AGREE EVEN IF BrainSparx HAS BEEN TOLD OF POSSIBLE DAMAGE OR LOSS ARISING OR RESULTING FROM OR IN ANY WAY RELATING TO YOUR USE OF THE BrainSparx MESSAGING PROGRAM. BrainSparx AND ITS REPRESENTATIVES ARE NOT LIABLE FOR THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DELAYS OR NON-DELIVERY IN THE TRANSMISSION OF MESSAGES.

Indemnity

To the maximum extent allowed by applicable law, you agree to indemnify, defend and hold harmless BrainSparx, its directors, officers, employees, servants, agents, representatives, independent contractors and affiliates from and against any and all claims, damages, liabilities, actions, causes of action, costs, expenses, including reasonable attorneys’ fees, judgments or penalties of any kind or nature arising from or in relation to the these Messaging Terms or your receipt of text messages from BrainSparx or its service providers.

Dispute Resolution

  1. General. Any dispute or claim arising out of or in any way related to these Messaging Terms or your receipt of text messages from BrainSparx or its service providers whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a dispute or claim arises will be resolved by binding arbitration. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE MESSAGING TERMS, YOU AND BrainSparx ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THESE MESSAGING TERMS SHALL BE SUBJECT TO AND GOVERNED BY ARBITRATION.
  2. Exceptions. Notwithstanding subsection (a) above, nothing in these Messaging Terms will be deemed to waive, preclude, or otherwise limit the right of you or BrainSparx to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) file suit in a court of law to address an intellectual property infringement claim.
  3. Arbitrator. Any arbitration between you and BrainSparx will be governed by the JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
  4. No Class Actions. YOU AND BrainSparx AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and BrainSparx agree otherwise in a signed writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. You agree that, by agreeing to these Messaging Terms, you and BrainSparx are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
  5. No Class Actions. YOU AND BrainSparx AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and BrainSparx agree otherwise in a signed writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
  6. Modifications to this Arbitration Provision. Notwithstanding anything to the contrary in these Messaging Terms, if BrainSparx makes any future change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to BrainSparx’s contact information provided in the “Contact Us” section below, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and BrainSparx.
  7. Enforceability. If any provision of these Messaging Terms is found to be unenforceable, the applicable provision shall be deemed stricken and the remainder of these Messaging Terms shall remain in full force and effect.

Changes to the Messaging Terms

We reserve the right to change these Messaging Terms or cancel the messaging program at any time. By using and accepting messages from BrainSparx after we make changes to the Messaging Terms, you are accepting the Messaging Terms with those changes. Please check these Messaging Terms regularly.

Entire Agreement/Severability

These Messaging Terms, together with any amendments and any additional agreements you may enter into with us in connection herewith, will constitute the entire agreement between you and BrainSparx concerning the Messaging Program.

Contact

Please contact us with any inquiries or concerns at hello@brainsparx.co.uk or write to us at: BrainSparx. Albatros, Embankment Marina, Albion Parade, Gravesend, Kent, DA12 2RN.