Terms & Conditions

This Agreement covers your use of the Branchworkify platform.

The Parties

A. Branchworkify is operated by Andover Labs LLC, a company registered in the USA with registered office at 5685 Redwood Drive, 2nd Floor, Rohnert Park, CA 94928, and referred to below as ‘the Company’.
B. Users of the Branchworkify, logging into the service and using it as providers of development and design services (‘Providers’ or ‘Provider’) or logging in and using it as a buyer of services (‘Clients’ or ‘Client’).

The Agreement

1. By creating an account on Branchworkify.com, you agree to be bound by these terms (‘the Agreement’).
2. These terms may be updated from time to time, and you acknowledge that your use of the Branchworkify services (‘the Service’ or ‘the Platform’) are governed by the terms in place over the period within which you are using the Service.
3. You acknowledge that logging into the service, including any automatic login effected by having an active browser session, is acceptance of these terms. Furthermore, you acknowledge that the Service uses session cookies of 14 days in duration, meaning that you may be able to be automatically logged in continuously, assuming you visit the Service once within a 14 day period.
4. The Company acknowledges that users may have further Agreements in place between one another. Unless these are shared with the Company, and the Company agrees in writing to their concurrent validity whilst you are using the Service, these terms will supercede and other Agreement.
6. By using the Service you relinquish any assumed rights for redress from any party other than the Company, or fellow users of the site.

Smart Office Functionality

7. The purpose of the service is to improve and streamline the way a user interacts with their office environment.
8. Our service involves the integration with many third party systems over which we have no control. You use of the service acknowledges this and accepts that any issues with the service, at any time, arising as a result of a third party or integration with such is not the responsibility of the Company.
9. Our platform provides location data both to individual users and to their employers. As a user within an organisation, you acknowledge that your organisation may become party to information regarding your whereabouts. You agree to hold harmless the Company as a result of any way this data may be used by your employer.
10. Although we make every effort to ensure the accuracy of the data we hold on users, especially regarding location, by using the Service you accept that this data may have inaccuracies from time to time. Any action you take should not be based solely on data provided by the Platform, but corroborated by other sources.

Smart Building Functionality

11. As an optional extra, the Platform does support some smart building functionality. This includes the ability to control some core building systems, such as access controls and HVAC.
12. As part of the smart building integration, you agree to highlight any security procedures the integration must follow and support. Any failure to share explicit security requirements may result in the failure of the integrity of your building’s security systems.
13. All security requirements must be regarded as explicit, and nothing should be taken as assumed or implicit.

Obligations of Users

14. By using the Service, the User warrants that they have all necessary permissions from their employees or agents or users to whom they in turn provide the application for use.
15. The User agrees to Hold Harmless the Company from any claims, by user or third parties, which arise from their use of the Platform, when that use is directed by another user.

Limitations and exclusions of liability

16. Nothing in the Agreement will limit or exclude the liability of a party for death or personal injury resulting from negligence;
17. The limitations and exclusions of liability set out in this Clause and elsewhere in the Agreement govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and
18. Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
19. Neither party will be liable for any loss of business, contracts or commercial opportunities.
20. Neither party will be liable for any loss of or damage to goodwill or reputation.
21. Neither party will be liable in respect of any loss or corruption of any data, database or software.
22. Neither party will be liable in respect of any special, indirect or consequential loss or damage.
23. Neither party will be liable for any losses arising out of a Force Majeure Event.

Confidentiality and publicity

24. The Client and the Company will:
(a) keep confidential and not disclose the Confidential Information to any person save as expressly permitted by this Agreement;
(b) protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
25. The Client and the Company will:
(a) keep confidential and not disclose the Confidential Information to any person save as expressly permitted by this Clause;
(b) protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
26. Confidential Information of a party may be disclosed by the other party to that other party's officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.
27. The obligations set out in this section shall not apply to:
(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
(b) Confidential Information that is in possession of the Provider or Company prior to disclosure by the Client, and Confidential Information that is in possession of the Client prior to disclosure by the Partner or Company;
(c) Confidential Information that is received by the Provider or Company, and Confidential Information that is received by the Client, from an independent third party who has a right to disclose the relevant Confidential Information; or
(d) Confidential Information that is required to be disclosed by law.
28. Neither party will make any public disclosure relating to this Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the the other party.
29. The Company reserves the right to release aggregated, anonymised information about usage of the Service and, for the avoidance of doubt, that is not information that is regarded as ‘Confidential’ as per this clause of the Agreement.

Termination

30. Either party may terminate this Agreement at any point by closing the relevant account on the Platform.

Effects of termination

31. Upon termination of this Agreement, all the relevant provisions, including but not limited to those relating, limitations of liability and warranties given, of this Agreement will will survive and continue to have effect.
32. Termination of this Agreement will not affect either party's accrued liabilities and rights as at the date of termination.

Notices

33. Any notice given under this Agreement must be in writing (whether or not described as “written notice” in this Agreement) and must be delivered personally or sent by courier or email, for the attention of the relevant person, and to the relevant address or email address given below (or as notified by one party to the other in accordance with this Clause).

The Company Andover Labs LLC The Client or the Provider To the email address provided by the Client or Provider when they joined the Service. The Client or Provider is responsible for maintaining a current email address on their account.
34. A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by courier, upon notice of delivery by the courier; and
(c) where the notice is sent by email, at the time of the sending (providing the sending party retains written evidence of the transmission).

Force Majeure Event

35. Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
36. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will:
(a) forthwith notify the other; and
(b) will inform the other of the period for which it is estimated that such failure or delay will continue.
37. The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

General

38. No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
39. If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
40. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
41. This Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and
42. No party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.
43. This Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement unless otherwise determined by the Customer.