Last updated: 2 December 2025
This Professional Services Agreement (the “PSA”) governs the provision of professional services by BRAINR, S.A. (“BRAINR”, “we”, “us”) to the customer identified in an applicable Statement of Work or Order Form (“Customer”, “you”).
This PSA applies to implementations, onboarding, configuration, consulting, training, integrations, project management, and other related professional services (the “Services”) associated with BRAINR’s software products.
This PSA is separate from and does not modify the Master Subscription Agreement available on our website (the “MSA”). The MSA governs subscription rights to BRAINR’s SaaS and remains the only agreement controlling software access and use. The MSA also states that professional services are governed exclusively by this PSA. brainr.com
If you accept this PSA on behalf of a company, you represent that you have authority to bind that entity.
1. Scope of Services
1.1. Services are described in one or more Statements of Work (“SOWs”) or Professional Services Order Forms that reference this PSA.
1.2. Each SOW will define, as applicable:
- deliverables and in-scope activities,
- project phases and estimated timeline,
- assumptions and exclusions,
- Customer responsibilities and prerequisites,
- fees, billing schedule, and payment milestones,
- acceptance criteria,
- delivery model (BRAINR, Partner, or mixed).
1.3. Any Services not expressly included in a signed SOW are out of scope and require a new SOW or change order.
2. Delivery by BRAINR and Partners
2.1. Services may be delivered by BRAINR or by third parties authorized by BRAINR (“Partners”).
2.2. The relevant SOW will specify whether a Partner is:
- acting as a subcontractor under BRAINR’s responsibility, or
- contracting directly with Customer as an independent service provider.
2.3. If a Partner contracts directly with Customer, Partner services are governed by the Partner agreement and BRAINR is not responsible for Partner performance, except where required by law or explicitly stated in the SOW.
3. Customer Responsibilities
3.1. Customer will:
- appoint a project owner and key users with decision authority,
- provide timely access to facilities, systems, equipment, and personnel,
- make data, master data, and documentation available as required,
- ensure readiness of third-party systems and infrastructure referenced in the SOW,
- review deliverables and provide feedback or acceptance within the timelines stated in the SOW.
3.2. BRAINR is not responsible for delays caused by Customer or by third parties under Customer control. Such delays may require timeline revisions and may generate additional fees.
4. Project Governance and Change Control
4.1. Services are performed according to the SOW project plan and dependencies.
4.2. Either party may request changes to scope, deliverables, timing, or resourcing.
4.3. Changes are effective only via a written change order or updated SOW signed (or otherwise accepted) by both parties.
4.4. BRAINR is not required to begin change work until the parties agree in writing to the impact on schedule and fees.
5. Fees, Invoicing, and Expenses
5.1. Fees and billing milestones are stated in the applicable SOW.
5.2. Unless stated otherwise in a SOW:
- invoices are issued according to milestones or monthly in arrears,
- payment terms are 30 days from invoice date,
- overdue amounts may accrue interest at the maximum rate permitted by law.
5.3. Reasonable travel and out-of-pocket expenses required for on-site Services will be billed at cost if pre-approved in the SOW.
5.4. All fees are exclusive of VAT or equivalent taxes. Customer is responsible for all applicable taxes other than taxes on BRAINR’s income.
6. Acceptance of Deliverables
6.1. Acceptance criteria and review periods are defined in each SOW.
6.2. Deliverables will be considered accepted when:
- Customer provides written acceptance, or
- the acceptance period expires without written rejection, or
- Customer uses the deliverable in production, whichever occurs first.
6.3. Rejection must be in writing and include sufficient detail to reproduce the issue. BRAINR will re-perform the affected Services or correct the deliverable as the sole remedy.
7. Intellectual Property
7.1. Background IP. Each party retains ownership of all intellectual property that it owned or developed independently of this PSA (“Background IP”).
7.2. Services deliverables. Unless stated otherwise in the SOW:
- BRAINR owns all deliverables it creates during Services, excluding Customer Background IP.
- BRAINR grants Customer a non-exclusive, non-transferable right to use deliverables solely for Customer’s internal business operations in connection with BRAINR software.
7.3. Customer materials. Customer grants BRAINR a limited right to use Customer data, materials, and systems only as needed to deliver the Services.
7.4. Feedback. Customer grants BRAINR a perpetual, worldwide, royalty-free right to use and incorporate feedback into BRAINR products and services, without obligation.
8. Professional Warranty
8.1. BRAINR will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards.
8.2. Except for the warranty in section 8.1, Services and deliverables are provided “as is”, and BRAINR disclaims any other warranties, including implied warranties of fitness for a particular purpose or non-infringement.
8.3. Customer’s sole remedy for breach of this warranty is re-performance of the nonconforming Services.
9. Limitation of Liability
9.1. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages arising out of Services, including loss of profit, revenue, goodwill, or data.
9.2. BRAINR’s total cumulative liability under this PSA will not exceed the Services fees paid or payable under the specific SOW giving rise to the claim.
9.3. These limitations do not apply to:
- liability that cannot be limited by law,
- breach of confidentiality,
- infringement of the other party’s intellectual property rights,
- fraud or wilful misconduct.
10. Confidentiality
10.1. Each party may receive non-public information from the other in connection with Services (“Confidential Information”).
10.2. The receiving party will:
- use Confidential Information only to perform or receive Services,
- protect it with reasonable care,
- disclose it only to staff, contractors, or Partners who need it and are bound by confidentiality obligations at least as protective as this PSA.
10.3. Confidential Information does not include information that is publicly available without breach, independently developed, lawfully known prior to disclosure, or received from a third party without restriction.
10.4. Confidentiality obligations survive for 5 years after termination, unless longer is required by law.
11. Data Protection
11.1. Each party will comply with applicable data protection laws, including GDPR where applicable.
11.2. Where BRAINR processes personal data on behalf of Customer, the parties will enter into a separate Data Processing Agreement (DPA).
11.3. Customer confirms it has a lawful basis to provide personal data to BRAINR for Services.
12. Term and Termination
12.1. This PSA starts on the effective date of the first SOW and continues until all SOWs are completed or terminated.
12.2. Either party may terminate a SOW or this PSA for material breach not cured within 30 days of written notice.
12.3. Either party may terminate immediately if the other party becomes insolvent or ceases business.
12.4. Upon termination:
- Customer will pay for Services performed up to the termination date,
- prepaid Services fees are non-refundable unless stated otherwise in the SOW,
- each party will return or destroy the other party’s Confidential Information upon request.
13. Non-solicitation
During Services and for 12 months after completion, Customer will not knowingly solicit for employment any BRAINR employee directly involved in delivering Services, except through general non-targeted recruitment.
14. Force Majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, strikes, war, terrorism, pandemics, governmental actions, or outages not caused by the affected party.
15. Governing Law and Jurisdiction
This PSA is governed by the laws of Portugal. Any dispute arising from Services will be subject to the exclusive jurisdiction of the courts of Lisbon, Portugal, unless mandatory law provides otherwise.
16. Contact
Questions about this PSA should be sent to:
BRAINR, S.A.
Email: hello@brainr.co
Address: Zona Industrial da Zicofa, Lote 4, Cova das Faias, 2415-314 Leiria, Portugal. brainr.com