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.
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:
(a) deliverables and in-scope activities;
(b) project phases and estimated timeline;
(c) assumptions and exclusions;
(e) fees, billing model, and billing schedule;
(g) 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.
1.4. An Affiliate of Customer may enter into a SOW under this PSA. Such Affiliate shall be deemed "Customer" for purposes of that SOW. However, Customer and any such Affiliate shall remain jointly and severally liable for compliance with this PSA and the applicable SOW.
1.5. BRAINR will perform the Services described in each SOW in accordance with its terms and this PSA.
1.6. Each SOW becomes binding upon execution by both parties. References to "Order Form" in this PSA shall mean a SOW or Professional Services Order Form, as applicable.
2. Delivery by BRAINR and Partners
2.1. Services may be delivered by BRAINR or by third parties authorized by BRAINR (“Partners”).
2.2. 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.
2.3. Unless otherwise specified in the applicable SOW, Services will be delivered remotely. On-site Services, if required, will be agreed in advance, subject to availability of BRAINR personnel, and billed in accordance with Section 6.3. Customer acknowledges that remote delivery is BRAINR's standard model and that on-site requests may impact project timelines and costs.
2.4. Where on-site Services are required, BRAINR personnel will comply with Customer's reasonable site access, security, and health & safety policies, provided that:
(a) Customer notifies BRAINR of any such requirements in writing before travel,
(b) requirements do not conflict with applicable law or BRAINR's own policies,
(c) any background checks, security clearances, certifications, or special training required by Customer are at Customer's expense, and
(d) delays in obtaining clearances or completing compliance requirements may extend project timelines and are not the responsibility of BRAINR.
(e) BRAINR is not obligated to assign personnel who cannot meet Customer's site requirements, and may propose alternative personnel or remote delivery where feasible.
2.5. During an active implementation project, technical support and issue resolution are provided by the assigned project team through the project communication channels established.
2.6. Time spent by the project team on support requests is part of the overall project effort. Excessive or unplanned support requests may consume budgeted project hours and impact the project timeline.
2.7. Upon project completion, ongoing support transitions to BRAINR Support under the applicable Support Agreement and SLA terms.
2.9. BRAINR reserves the right to reassign, replace, or substitute any personnel assigned to deliver Services, provided that replacement personnel have substantially equivalent qualifications. BRAINR will use reasonable efforts to minimize disruption and ensure adequate knowledge transfer when replacing key personnel during an active project.
2.10. Unless otherwise specified in the applicable SOW, Services will be performed during BRAINR's standard business hours: Monday through Friday, 09:00 to 18:00 WET (Western European Time), excluding January 1 and December 25. Services required outside these hours may be subject to additional fees and must be agreed in advance.
3. Quality Assurance for Partner-Delivered Projects
3.1. Where Services are delivered by a Partner contracting directly with Customer, BRAINR may require that Customer also engage BRAINR for quality assurance services ("QA Services") to oversee the implementation and ensure adherence to BRAINR standards.
3.2. QA Services may include project reviews, milestone validation, configuration audits, go-live readiness assessments, and advisory support to Customer and Partner.
3.3. The scope and fees for QA Services will be defined in a separate SOW between Customer and BRAINR.
3.4. BRAINR's QA role is advisory and oversight only. BRAINR is not responsible for the Partner's deliverables, timelines, or performance. Customer remains responsible for managing the Partner relationship and enforcing Partner obligations.
3.5. Customer acknowledges that failure to engage BRAINR for required QA Services may void eligibility for certain support entitlements or warranty remedies related to the Partner-delivered implementation.
4. Customer Responsibilities
4.1. Customer will:
(a) designate a single project owner with authority to make decisions, approve deliverables, and provide timely responses;
(b) appoint key users to participate in workshops, testing, and training as required;
(c) provide timely access to facilities, systems, equipment, and personnel;
(d) make data, master data, and documentation available as required;
(e) ensure readiness of third-party systems and infrastructure needed for project execution;
(f) review deliverables and provide feedback or acceptance within the timelines stated in the project plan;
(g) perform a full working backup of its environment(s) prior to commencement of Services.
4.2. Customer will notify BRAINR in writing of all pertinent security procedures, access policies, and system configurations at the start of the project. BRAINR is not responsible for compliance with requirements not communicated before commencement of Services.
4.3. All hardware, software, and third-party licenses required to support the Services are Customer's responsibility unless otherwise stated in the SOW.
4.4. Customer will provide BRAINR with necessary user accounts and credentials for the duration of the Services. BRAINR recommends disabling such accounts upon project completion.
4.5. 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.
5. Project Governance and Change Control
5.1. Services are performed according to the SOW, project plan and dependencies.
5.2. Each party will designate a project manager responsible for day-to-day coordination. Project managers will hold regular status meetings at a frequency agreed in the project plan or, if not specified, at least bi-weekly.
5.3. Either party may escalate unresolved project issues to executive sponsors designated. If not designated, escalation is to each party's signatory to the SOW.
5.4. Either party may request changes to scope, deliverables, timing, or resourcing by submitting a written change request.
5.5. Upon receipt of a change request, BRAINR will provide a written impact assessment within ten (10) business days (or such other period as agreed), including estimated additional fees, revised timeline, and any dependencies.
5.6. Impact assessments are valid for thirty (30) days unless otherwise stated. If Customer does not approve within this period, BRAINR may revise the assessment.
5.7. Changes are effective only via a written change order or updated SOW signed (or otherwise accepted) by both parties.
5.8. BRAINR is not required to begin change work until the parties agree in writing to the impact on schedule and fees.
5.9. If Customer requests a reduction in scope, fees already invoiced or committed are non-refundable, and BRAINR may adjust the remaining fees to reflect changed economies of scale.
6. Fees, Invoicing, and Expenses
6.1. Fees and billing milestones are stated in the applicable SOW.
6.2. BRAINR offers the following billing models for Services, as specified in the applicable SOW:
(a) Time and materials (monthly in arrears): Invoices are issued at the beginning of each month for actual hours spent during the prior month, based on the rates specified in the SOW.
(b) Pre-paid hour packs: Customer purchases packs of hours at rates specified in the SOW. Hours are consumed as Services are delivered and tracked in usage reports. Once a pack is exhausted, Customer must purchase an additional pack to continue receiving Services. Unless otherwise stated in the SOW, unused hours expire twelve (12) months from purchase date and are non-refundable.
(c) Subscription services: Customer pays a monthly subscription fee for designated recurring services, such as the BRAINR Operational Excellence Program. Subscription terms, included services, and commitment periods are defined in the applicable SOW or Program Terms. Invoices are issued monthly in advance.
6.3. Unless stated otherwise in the SOW, payment terms are fourteen (14) days from invoice date. Overdue amounts may accrue interest at the maximum rate permitted by law.
6.4. Where on-site Services are required, travel and expenses will be reimbursed in accordance with the expense terms and rates specified in the applicable SOW.
6.5. All fees are exclusive of VAT or equivalent taxes. Customer is responsible for all applicable taxes other than taxes on BRAINR's income.
7. Acceptance of Deliverables
7.1. Acceptance criteria and review periods are defined in the project plan. If no review period is specified, Customer will have ten (10) business days from delivery to review and respond.
7.2. Deliverables will be deemed accepted when the earliest of the following occurs:
(a) Customer provides written acceptance;
(b) the applicable review period expires without Customer providing written rejection specifying non-conformance; or
(c) Customer uses the deliverable in a production environment.
7.3. Customer may accept a deliverable in whole or in part. Partial acceptance does not waive Customer's right to reject the non-accepted portion, provided rejection is timely and in writing.
7.4. 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 and BRAINR's entire liability for non-conforming deliverables, except as otherwise provided in Section 9 (Professional Warranty).
8. Intellectual Property
8.1. Each party retains ownership of all intellectual property that it owned or developed independently of this PSA ("Background IP").
8.2. Unless stated otherwise in the applicable SOW, BRAINR grants Customer a non-exclusive, non-transferable, perpetual right to use deliverables solely for Customer's internal business operations in connection with BRAINR software.
8.3. Customer grants BRAINR a limited, non-exclusive right to use Customer data, materials, and systems only as needed to deliver the Services.
8.4. Customer grants BRAINR a perpetual, worldwide, royalty-free right to use and incorporate feedback, suggestions, and ideas into BRAINR products and services, without obligation or compensation. This clause does not grant BRAINR any rights to Personal Data or Customer's Confidential Information. Where feedback contains Personal Data or Confidential Information, BRAINR's use will be subject to this PSA's confidentiality obligations and applicable data protection laws.
8.5. All BRAINR tools, methodologies, frameworks, code libraries, templates, and know-how used or developed during Services remain BRAINR's exclusive property, regardless of any customization performed for Customer.
8.6. Customer warrants that:
(a) it owns or has the necessary rights to provide all materials, data, and systems made available to BRAINR for the Services; and
(b) such materials do not infringe the Intellectual Property Rights or other rights of any third party. Customer shall indemnify BRAINR against claims arising from breach of this warranty.
8.7. Customer's right to use any software products owned by third parties ("Third-Party Software") required for or recommended in connection with the Services shall be subject to separate license agreements between Customer and the applicable third-party vendors. Customer is solely responsible for all fees, compliance, and support associated with Third-Party Software. BRAINR is not responsible for implementation, integration, or troubleshooting of Third-Party Software except as expressly stated in the SOW.
9. Professional Warranty
9.1. BRAINR warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
9.2. Customer must notify BRAINR in writing of any warranty claim within thirty (30) days after delivery of the affected Services or deliverable. Claims not raised within this period are waived.
9.3. Customer’s sole remedy for breach of this warranty is re-performance of the nonconforming Services.
9.4. Except for the express warranty in Section 9.1, Services and deliverables are provided "as is." BRAINR disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.5. This warranty does not cover defects or non-conformance resulting from:
(a) Customer's failure to meet its responsibilities under Section 4,
(b) modifications made by Customer or third parties not authorized by BRAINR,
(c) use of deliverables outside the scope described in the SOW,
(d) Customer-provided data, systems, or materials.
10. Limitation of Liability
10.1. BRAINR shall have no liability for any loss, corruption, or inaccuracy of Customer data. Customer is responsible for maintaining backups of its environment(s) prior to and during the Services.
10.2. To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this PSA or any SOW, including loss of profit, revenue, goodwill, data, or anticipated savings, whether under theory of contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.
10.3. Each party's total cumulative liability under this PSA and all SOWs for all claims arising in any twelve (12) month period will not exceed the Services fees paid or payable under the specific SOW giving rise to the claim
10.4. The limitations in Sections 10.2 and 10.3 do not apply to:
(a) liability that cannot be limited by applicable law;
(b) a party's breach of confidentiality obligations under Section 11;
(c) a party's infringement of the other party's intellectual property rights;
(d) Customer's indemnification obligations under Section 8.6; or
(e) fraud, gross negligence, or willful misconduct by either party.
10.5. Any claim arising under this PSA must be brought within three (3) months after the claimant knew or reasonably should have known of the facts giving rise to the claim, or such claim is waived.
10.6. The parties agree that the limitations in this Section 10 allocate risks under this PSA, that BRAINR's fees reflect this allocation, and that both parties have had the opportunity to negotiate these terms.
11. Confidentiality
11.1. "Confidential Information" means non-public information disclosed by one party to the other in connection with Services, including business plans, product and production information, technical specifications, customer data, project materials, and any information marked as confidential or that a reasonable person would understand to be confidential.
11.2. The receiving party will:
(a) use Confidential Information only to perform or receive Services under this PSA;
(b) protect it using at least the same degree of care it uses for its own confidential information of like kind, but no less than reasonable care; and
(c) disclose it only to employees, contractors, advisors, or Partners who have a need to know for purposes of this PSA and who are bound by confidentiality obligations at least as protective as those herein.
11.3. Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the receiving party;
(b) was lawfully in the receiving party's possession without restriction before disclosure;
(c) is lawfully received from a third party without restriction on disclosure; or
(d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
11.4. A party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the disclosing party (to the extent legally permitted) gives prompt written notice to the other party and cooperates in any effort to obtain protective treatment.
11.5. Confidentiality obligations survive for five (5) years after termination of this PSA; with respect to trade secrets, they survive for so long as such information remains a trade secret under applicable law.
12. Data Protection
12.1. In this Section 12:
(a) "Personal Data" has the meaning given in applicable data protection laws, including Regulation (EU) 2016/679 ("GDPR") where applicable;
(b) "Data Protection Laws" means GDPR and any other applicable data protection legislation in force from time to time; and
(c) "Data Breach" means any unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
12.2. Each party will comply with its obligations under applicable Data Protection Laws in connection with this PSA.12.3. To the extent BRAINR processes Personal Data on behalf of Customer in delivering Services:(a) Customer acts as the data controller (or processor on behalf of its own controller);(b) BRAINR acts as a data processor; and(c) BRAINR will process such Personal Data only as necessary to perform the Services and in accordance with Customer's documented instructions.12.4. Customer warrants that it has a lawful basis under applicable Data Protection Laws to disclose Personal Data to BRAINR and to authorize BRAINR's processing for the purposes of the Services.
12.5. BRAINR will implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
12.6. Customer authorizes BRAINR to engage sub-processors to assist in delivering Services. BRAINR will ensure sub-processors are bound by data protection obligations no less protective than those in this Section 12.
12.7. BRAINR will notify Customer without undue delay (and in any event within seventy-two (72) hours) upon becoming aware of a Data Breach affecting Customer Personal Data, and will provide reasonable cooperation to enable Customer to fulfill its own notification obligations.
12.8. BRAINR will provide reasonable assistance to Customer in responding to requests from data subjects exercising their rights under Data Protection Laws, to the extent such requests relate to BRAINR's processing.
12.9. Upon completion or termination of Services (or earlier upon Customer's written request), BRAINR will delete or return Customer Personal Data in its possession, except to the extent retention is required by applicable law. BRAINR will certify deletion upon Customer's request.
12.10. If Services involve transfer of Personal Data outside the European Economic Area, BRAINR will ensure appropriate safeguards are in place in accordance with Data Protection Laws (e.g., Standard Contractual Clauses).
12.11. Where required by applicable Data Protection Laws or upon Customer's reasonable request, the parties will enter into a separate Data Processing Agreement ("DPA"). If any term in this Section 12 conflicts with an executed DPA, the DPA prevails.
13. Term and Termination
13.1. This PSA commences on the effective date of the first SOW and continues until all SOWs are completed or terminated, or until this PSA is terminated in accordance with this Section 13.
13.2. Either party may terminate a SOW or this PSA for material breach not cured within thirty (30) days of written notice specifying the breach.
13.3. Either party may terminate this PSA or any SOW immediately upon written notice if the other party becomes insolvent or is generally unable to pay its debts as they become due; files or has filed against it a petition for bankruptcy or similar proceeding; makes an assignment for the benefit of creditors; has a receiver, trustee, or similar agent appointed; or ceases normal business operations.
13.4. If Customer fails to pay undisputed fees when due, BRAINR may suspend performance of Services upon fifteen (15) days' written notice. Suspension does not waive BRAINR's right to terminate for material breach if payment is not received.
13.5. Customer may terminate a SOW without cause by providing thirty (30) days' prior written notice. Upon such termination, Customer will pay all fees for Services performed through the termination date; any non-cancellable costs or commitments BRAINR has incurred in reliance on the SOW (e.g., third-party licenses, travel bookings); and a wind-down fee equal to fifteen percent (15%) of the remaining unpaid SOW fees, unless otherwise agreed in the SOW.
13.6. BRAINR may terminate a SOW without cause by providing thirty (30) days' prior written notice. Upon such termination, BRAINR will refund any prepaid fees for Services not yet performed; deliver to Customer all work product completed to date; and use reasonable efforts to assist with transition to another provider for up to fifteen (15) days at no additional charge.
13.7. Upon termination or expiration of a SOW or this PSA:
(a) Customer will pay for all Services performed and expenses incurred up to the termination date.
(b) except as stated in Sections 13.5 and 13.6, prepaid fees are non-refundable;
(c) each party will return or destroy the other party's Confidential Information upon written request; and
(d) termination of one SOW does not automatically terminate other active SOWs unless expressly stated in the termination notice.
13.8. The following sections survive termination: Section 8 (Intellectual Property), Section 10 (Limitation of Liability), Section 11 (Confidentiality), Section 12 (Data Protection), Section 14 (Non-solicitation), and Section 16 (Governing Law).
14. 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 without paying to BRAINR an amount equal to two (2) times the employee's then-current annual base salary as liquidated damages. The parties agree this amount is reasonable and not a penalty.
15. 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. For clarity, no Force Majeure Event shall excuse Customer's payment obligations for Services already performed.
16. 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.
17. General Provisions
17.1. If any provision of this PSA is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable, or if not possible, severed. The remainder continues in full force.
17.2. No waiver will be implied from conduct or failure to enforce rights. Waivers are effective only if in writing and signed by the waiving party.
17.3. The parties are independent contractors. Nothing in this PSA creates a partnership, joint venture, agency, or employment relationship.
17.4. Customer may not assign this PSA without BRAINR's prior written consent. BRAINR may assign freely to any Affiliate or successor.
17.5. This PSA, together with all SOWs, constitutes the entire agreement between the parties regarding professional services and supersedes all prior understandings on this subject. The MSA governs SaaS subscription rights, and the Support Terms and SLA govern post-project support services. In the case of conflicts, discrepancies, or omissions, the documents shall take precedence in the following order: (i) any SOW or Order Form (concerning that SOW/Order Form only); (ii) the MSA; and (iii) this PSA.
17.6. This PSA and SOWs may be executed in counterparts. Electronic signatures have the same legal effect as originals.
18. Contact
18.1. Any notice required or permitted under this PSA must be in writing and will be deemed given:
(a) upon delivery if delivered personally or by courier;
(b) upon transmission if sent by email to the addresses below, provided that no delivery failure notice is received; or
(c) three (3) business days after deposit in the mail if sent by registered or certified mail, return receipt requested.
18.2. Notices to Customer shall be sent to the contact specified in the applicable SOW. Notices to BRAINR shall be sent to: legal@brainr.com
18.3. Either party may change its notice address by providing written notice to the other party.
Questions about this PSA should be sent to: legal@brainr.com