These Terms of Service (the "Terms") are a binding agreement between you and Brae Company Limited ("BRAE") for your use of the BRAE self-serve platform. Please read them carefully before you create an Account or purchase a Plan.
1. About these Terms
1.1. About BRAE
The Service is provided by Brae Company Limited (Công ty TNHH Brae), a limited liability company established under the laws of Vietnam, enterprise and tax code 0318864812, with its registered office at 402/56A Lê Văn Sỹ, Nhiêu Lộc Ward, Ho Chi Minh City, Vietnam.
1.2. Scope
These Terms govern your access to and use of the BRAE self-serve platform available at withbrae.com and its subdomains, including all features, content and Output it provides.
1.3. Acceptance
By creating an Account, ticking the acceptance box on the consent screen shown before you first use the Service, or purchasing a Plan, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use the Service.
1.4. Related policies
The Privacy Policy, Refund Policy and Cookie Policy form part of these Terms. If these Terms conflict with any of those policies, these Terms prevail, except on matters of Personal Data, where the Privacy Policy prevails.
2. Definitions and interpretation
2.1. Definitions
| Term | Meaning |
|---|---|
| Account | The registered user account through which you access the Service |
| Billing Period | The monthly period for which Fees are charged in advance |
| Credits | The monthly allowance of usage included in your Plan, which the Service deducts as you use its features |
| Customer Data | All content you upload, enter or connect to the Service, including documents, messages, notes and files, and all Output generated for you |
| Fees | The amounts payable for your Plan, as shown at checkout |
| Intellectual Property Rights | Copyright, trademarks, database rights, rights in software, designs and know-how, and all similar rights anywhere in the world |
| Output | Research, text, documents, slides, charts, images and other material generated by the Service's artificial intelligence features |
| Personal Data | Information that identifies, or can be used to identify, a living individual |
| Plan | The subscription tier you purchase, with the features and Usage Limits shown on the plan selection page and at checkout |
| Polar | Polar Software, Inc. and its affiliates, which act as BRAE's reseller and merchant of record |
| Provider | A third-party company that BRAE engages to help deliver the Service, as listed in the Privacy Policy |
| Service | The BRAE self-serve software platform, its websites, and all features made available through them |
| Usage Limits | The allowances included in each Plan, such as Credits, storage and the number of workspaces |
2.2. Interpretation
Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation". A reference to a law includes that law as amended or replaced.
3. The Service
3.1. Description
The Service is software that helps users prepare M&A and transaction materials, including research, due-diligence notes, documents, presentation slides and charts, using artificial intelligence. The features and Usage Limits of each Plan are shown on the plan selection page and at checkout.
3.2. Not professional advice
The Service is a software tool. It does not provide financial, investment, legal, tax or accounting advice. BRAE does not act as your adviser, broker, agent or fiduciary. You remain solely responsible for your business, investment and transaction decisions, and for obtaining professional advice where appropriate.
3.3. Managed advisory service excluded
BRAE also offers a managed advisory service under separate written agreements. These Terms do not apply to that service, and your use of the Service does not create an advisory relationship.
4. Accounts
4.1. Eligibility
You may use the Service, whether for business or for personal purposes, if you:
- are at least 18 years old;
- register with a company email address, because personal email providers such as Gmail and Outlook are not accepted; and
- are not located in the European Union, the European Economic Area or the United Kingdom, where the Service is not currently offered.
You confirm your age and location on the consent screen before you first use the Service.
4.2. Registration
You must provide accurate, current and complete information when you register, and keep it up to date. Each Account is for one individual. You must not share your sign-in credentials or allow others to use your Account.
4.3. Account security
You are responsible for keeping your sign-in credentials confidential and for all activity under your Account. Please notify BRAE immediately at [email protected] if you become aware of any unauthorised access to or use of your Account. BRAE is not liable for loss caused by your failure to protect your credentials.
4.4. Accepting on behalf of an organisation
If you accept these Terms on behalf of a company or other organisation, you confirm that you have authority to bind it. In that case, "you" refers to that organisation.
4.5. Individual users
If you use the Service as an individual for personal purposes and are a consumer under the law of your country, you keep every right that law gives you and that cannot lawfully be waived. Where a provision of these Terms would conflict with those rights, the law prevails and the rest of these Terms continue to apply.
5. Plans, Fees and payment
5.1. Polar as merchant of record
All orders are processed by Polar, which acts as BRAE's reseller and merchant of record. Polar collects payment, issues receipts and invoices, and handles sales tax and VAT. Your purchase is also subject to Polar's Checkout Buyer Terms. BRAE does not receive or store your payment card details.
5.2. Fees and taxes
Fees are stated in US dollars and are payable in advance for each Billing Period. The price, the renewal date and any applicable tax are shown to you at checkout before you pay. Polar adds sales tax, VAT or similar tax where required. Fees are non-refundable except as set out in the Refund Policy or as required by law.
5.3. Automatic renewal
Your Plan renews automatically at the end of each Billing Period for a further month, and the Fees then in effect are charged to your payment method, until you cancel under section 5.7. Polar sends you a receipt after each payment.
5.4. Failed payments
If a renewal payment fails, Polar retries the charge and notifies you, and the Service shows a "Payment failed" notice with a link to update your card. You keep access to the Service for a short grace period counted from the first failed payment. If payment is still outstanding when the grace period ends, access to the Service is paused until the payment is received. Your Customer Data is kept for 30 days from the end of the grace period, after which BRAE may close your Account under section 13.3.
5.5. Plan changes
You can change or cancel your Plan at any time through the Polar customer portal, which you can open from your Account. Polar calculates any charge or credit that results from a change and shows it to you before you confirm. A change to a lower Plan applies from the start of the next Billing Period unless the portal shows otherwise.
5.6. Price changes
BRAE may change its Fees. BRAE will notify you by email at least 30 days before a price change affects you. The new price applies from your first renewal after the notice period. If you do not accept the change, you may cancel before that renewal and will not be charged the new price.
5.7. Cancellation and refunds
You may cancel your Plan at any time. Cancellation takes effect at the end of the current Billing Period, and you keep access until then. When your Plan ends, you can no longer open the Service; section 13.4 explains how to obtain a copy of your files. Refunds are governed by the Refund Policy.
6. Credits and Usage Limits
6.1. Each Plan includes the Usage Limits shown on the plan selection page. Credits are deducted when you use a feature that consumes them, such as sending a chat message, running research or creating slides. The cost of each action is shown in the Service.
6.2. Credits reset when your Plan renews. Unused Credits do not carry over to the next Billing Period.
6.3. If a task fails because of a fault on BRAE's side, the Credits it used are returned to your balance.
6.4. When you reach a Usage Limit, the Service tells you and offers an upgrade. BRAE may restrict the relevant feature until your Credits reset or you upgrade.
6.5. BRAE may change Usage Limits by giving you at least 30 days' notice. A reduction applies from your next renewal, and you may cancel before then.
7. Customer Data
7.1. Ownership
As between you and BRAE, you own all Customer Data, including Output generated for you. BRAE claims no ownership of Customer Data.
7.2. Licence to BRAE
You grant BRAE a limited, non-exclusive, worldwide licence to host, store, copy, process and transmit Customer Data solely to provide, secure and support the Service for you, including by sending it to the Providers listed in the Privacy Policy. This licence ends when Customer Data is deleted under section 13.4.
7.3. Your responsibilities for Customer Data
You represent and warrant that:
- you have all rights, licences and consents needed to upload Customer Data and allow BRAE to process it under these Terms;
- uploading Customer Data does not breach any law, any confidentiality or non-disclosure agreement, or any third party's rights; and
- where Customer Data contains Personal Data of other individuals, you have a lawful basis to share it, including any notice or consent required by law.
7.4. Removal of unlawful content
BRAE may remove or disable access to Customer Data if it reasonably believes the data breaches these Terms or the law, or if a competent authority requires it. Where the law allows, BRAE will tell you beforehand and explain why.
7.5. Connected services
If you add files to the Service from a third-party service, such as files you pick from Google Drive, you confirm that you are entitled to share them and you authorise BRAE to read those files and copy them into your workspace's knowledge base so that you can use them in the Service. BRAE keeps the connection to the service until you disconnect it in the Service, so that it can refresh those files for you. Those copies are Customer Data under these Terms. BRAE only reads files in a connected service; it does not change, delete or share them there. You can remove the copied files at any time in the Service. Your use of the connected service remains subject to that service's own terms. The Privacy Policy, section 16.2, explains how BRAE handles Google user data.
8. Confidentiality
8.1. BRAE treats Customer Data as confidential. BRAE will not access it except to provide the Service, respond to your support requests, maintain the security of the Service, or comply with the law.
8.2. BRAE requires its staff and Providers who handle Customer Data to keep it confidential.
8.3. These obligations do not apply to information that is or becomes public through no fault of BRAE, or that BRAE must disclose by law. In the latter case, BRAE will notify you where the law allows.
9. Privacy and data protection
9.1. Privacy Policy
BRAE collects and processes Personal Data as described in the Privacy Policy, in accordance with Vietnam's Law on Personal Data Protection (Law No. 91/2025/QH15) and its implementing regulations.
9.2. Personal Data of third parties
For Personal Data of other individuals contained in Customer Data, you decide the purposes of processing, and BRAE processes it only on your instructions, given through your use of the Service. You are responsible for meeting your own obligations to those individuals.
10. Use of artificial intelligence
10.1. How the Service uses AI
The Service uses artificial intelligence models, some supplied by the Providers listed in the Privacy Policy, to analyse Customer Data and generate Output in response to your requests.
10.2. No training on Customer Data
BRAE does not use Customer Data to train or improve artificial intelligence models. Each AI Provider handles the data it receives under its own terms; see section 7.2 of the Privacy Policy.
10.3. Limitations of Output
You acknowledge that Output:
- is generated automatically and may be inaccurate, incomplete, out of date or inconsistent, including figures, company information and sources;
- may be similar or identical to output generated for other users; and
- has not been reviewed by a person at BRAE.
10.4. Your responsibility for Output
You must review Output before you rely on it or share it with anyone, including buyers, sellers, investors or regulators. You are responsible for how you use Output and for any decision you make based on it.
10.5. AI labelling
The Service identifies itself as an artificial intelligence system and marks images it generates as AI-generated. You must not remove these labels, or present Output as the work of a person where doing so would mislead others.
11. Acceptable use
11.1. Prohibited activities
You must not use the Service to:
- breach any applicable law, including securities, market-abuse, competition, data protection, anti-corruption or export-control laws;
- upload content you have no right to share, or sensitive Personal Data (such as health, biometric or precise location data) without a lawful basis;
- send spam or unsolicited bulk messages, or harass, threaten or defame any person;
- create fraudulent, misleading or deceptive content, including false documents or impersonation of real people or companies;
- access or attempt to access other users' data, circumvent Usage Limits, or probe, scan, test or attack the Service or its security;
- copy, resell, sublicense or build a competing product from the Service, or extract BRAE's slide library, templates or design assets;
- reverse engineer the Service, except to the extent the law expressly permits; or
- access the Service by automated means, except through features BRAE provides for that purpose.
11.2. Enforcement
BRAE may investigate suspected breaches of this section and may suspend or terminate your Account under section 13.3.
12. Data backup and recovery
12.1. BRAE's backups
BRAE protects the Service and its data with the security measures described in the Privacy Policy. At launch, BRAE does not offer to restore individual files, messages or other Customer Data after a system failure or after you delete them. Please keep your own copies as described in section 12.2. BRAE will update these Terms if it introduces backups.
12.2. Your own copies
You are responsible for keeping your own copies of Customer Data that matters to you. The Service does not offer a self-serve export, so please keep copies of the files you upload. After your Plan ends, you can request an export of your files as described in section 13.4.
13. Suspension and termination
13.1. Term
These Terms apply from the moment you first accept them until your Account is closed.
13.2. Termination by you
You may close your Account at any time by writing to [email protected]. Closing your Account does not cancel a paid Plan automatically; please cancel your Plan first under section 5.7 to avoid a further charge.
13.3. Suspension or termination by BRAE
BRAE may suspend or terminate your Account if:
- you materially or repeatedly breach these Terms;
- Fees remain unpaid as described in section 5.4;
- your use poses a security risk to the Service or other users; or
- a law, court or competent authority requires it.
Except where urgent action is needed to prevent harm or comply with the law, BRAE will give you at least 7 days' written notice and an opportunity to remedy the breach before it suspends or terminates your Account.
13.4. Effect of termination
When your Plan ends, whether because you cancelled it, received a refund or did not pay, or when your Account is closed:
- your right to use the Service ends, and you can no longer open the Service;
- within 30 days after your Plan ends, you can email [email protected] from the email address registered to your Account, and BRAE will send you an export of your files;
- after that period, BRAE deletes Customer Data as described in the Privacy Policy; and
- any refund is handled under the Refund Policy.
13.5. Surviving provisions
Sections 7.1, 7.3, 8, 10.3, 10.4, 14, 16, 17, 18, 20 and 21 continue to apply after these Terms end.
14. Intellectual property
14.1. BRAE's rights
The Service, including its software, design, slide library, templates and documentation, and all related Intellectual Property Rights, belong to BRAE or its licensors. Subject to these Terms, BRAE grants you a limited, personal, non-exclusive, non-transferable right to use the Service during your Plan. No other rights are granted.
14.2. Feedback
If you provide suggestions or feedback about the Service, BRAE may use them freely to improve its products without obligation to you. Feedback does not include Customer Data.
15. Service availability and changes
15.1. BRAE uses reasonable efforts to keep the Service available and secure, but does not guarantee that it will be uninterrupted, timely or error-free. Maintenance may cause temporary interruptions.
15.2. BRAE may add, change or remove features. If a change materially reduces the features of your paid Plan, you may cancel and receive a prorated refund of Fees for the unused part of the current Billing Period.
16. Disclaimer of warranties
16.1. Except as expressly stated in these Terms, the Service and Output are provided "as is" and "as available".
16.2. To the maximum extent permitted by law, BRAE disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.
16.3. Nothing in these Terms excludes or limits any right you have under consumer protection law that cannot lawfully be excluded or limited.
17. Limitation of liability
17.1. To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, business opportunity, transactions or data.
17.2. To the maximum extent permitted by law, BRAE's total liability arising out of or in connection with these Terms in any 12-month period is limited to the total Fees you paid in that period.
17.3. Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, or for death or personal injury caused by negligence. For individual users, nothing in this section limits any mandatory right described in section 4.5.
18. Indemnification
18.1. You agree to indemnify BRAE against all reasonable losses, damages, costs and legal fees arising from any third-party claim that:
- Customer Data infringes a third party's rights or breaches the law, including confidentiality obligations; or
- you breached section 11 (Acceptable use).
18.2. BRAE will notify you promptly of any such claim and allow you to participate in its defence at your own cost. This section does not apply to the extent the claim results from BRAE's breach of these Terms.
19. Force majeure
19.1. Neither party is liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, acts of government, and widespread failure of power, telecommunications, internet or cloud infrastructure providers (a "Force Majeure Event").
19.2. The affected party will notify the other as soon as reasonably possible, take reasonable steps to limit the impact, and resume performance once the Force Majeure Event ends.
19.3. A Force Majeure Event does not excuse payment of Fees for any period in which the Service was provided.
20. Amendments, governing law and disputes
20.1. Amendments to these Terms
BRAE may amend these Terms. For material changes, BRAE will notify you by email at least 30 days before they take effect and ask you to accept them at your next sign-in. If you do not accept, you may cancel your Plan before the changes take effect and will not be charged for any period governed by the amended Terms. Non-material changes, such as corrections or clarifications, take effect on publication.
20.2. Governing law
These Terms are governed by the laws of the Socialist Republic of Vietnam.
20.3. Dispute resolution
Before starting formal proceedings, please contact BRAE at [email protected]. Both parties will try in good faith to resolve the dispute through negotiation within 30 days. Any dispute not resolved within that period will be settled by the competent People's Court of Ho Chi Minh City. Nothing in this section removes any right under the consumer protection law of your country that cannot lawfully be waived.
21. General provisions
21.1. Entire agreement. These Terms, together with the policies listed in section 1.4, are the entire agreement between you and BRAE about the Service and replace any earlier understanding.
21.2. Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force.
21.3. No waiver. A failure or delay in exercising a right does not waive that right.
21.4. Assignment. You may not assign or transfer your rights under these Terms without BRAE's prior written consent. BRAE may assign these Terms to an affiliate or to a successor in a merger, acquisition or sale of its business, and will notify you if it does.
21.5. Subcontracting. BRAE may use Providers to deliver the Service and remains responsible for their performance under these Terms.
21.6. Independent parties. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and BRAE.
21.7. Notices. BRAE sends notices to the email address on your Account. You send notices to [email protected]. Email notices are treated as received on the next business day after sending.
21.8. Language. These Terms are written in English. If BRAE provides a translation and the two differ, the English version prevails, unless the law requires otherwise.
22. Contact
- Company: Brae Company Limited (Công ty TNHH Brae)
- Enterprise code: 0318864812
- Registered office: 402/56A Lê Văn Sỹ, Nhiêu Lộc Ward, Ho Chi Minh City, Vietnam
- Email: [email protected]
- Phone: +84 90 381 22 92