The Terms and Conditions act as a legally binding set of terms and conditions in accordance with UK law.
The remaining agreement will refer to you the purchaser as the client and us Bright Marketing Company the supplier. We Bright Marketing Company agree to provide the services referred to in this agreement which is incorporated within UK law. We reserve the right to amend the terms and conditions and as such we agree to provide written confirmation of these changes to the client 14 days prior to any changes taking place. Continued use of our services acts as acceptance of our new conditions, if you do not agree to the amended terms you must advise of this. In doing so this will then act as your intention to terminate such services after 14 days.
Provision and use of the services
As per the terms and conditions of this agreement, we the service provider will provide the services to you the client. The services are only to be utilised for their intended purposes in accordance with this agreement. You will provide us with all information pertinent to the supplying of our services to you the client. You acknowledge that we may need to utilise other third parties for the provision of your services.
Should there be a time where we cease to provide any element of your service we will inform you in writing 30 days before.
Where we are unable to provide any elements of your service through ourselves or through a third party we will inform you in writing. The termination of such services through no fault of our own will not constitute a breach of contract or this agreement.
We will provide telephone/email support to you the client throughout the term of the agreement with us the supplier, this will be offered to named third parties on accounts as well as the account holders.
During the time of this agreement we reserve the right to change our pricing of our services within 30 days notice in writing to you the client. Original fees are quoted before any service commences.
Should your requirements change from that originally ordered you agree that we may adjust your plan within 30 days notice to reflect the alteration in requirements to your account.
The fees for your plan will start from the date ordered as being given the effective date, where the date of provision is later than the date of ordering our services then we will advise you of a service commencement date and all fees will be chargeable from that date.
You accept that all fees are payable within 30 days of services by electronic transaction such as direct debit/ standing order or bank transfer. Any payment processing fees will be applied to your account in the total amount payable.
We agree not to hold any details of your payment on file other that the type of payment, no card details or bank details will be held. All monies are payable in GBP unless otherwise stated.
Any third party access to our services provided on your account will be suspended until such time as the account is brought up to date with payment. Should we need to take further action to secure payment on your account you accept that you will incur any fess applicable with such action.
We will not remove any of your data from your account during such time unless the account has fallen through to collection services after three missed payments. It is then at that point that we reserve the right to delete all files associated with that account.
By agreeing to transfer your data and sites to Bright Marketing Company, you understand that any third party sites directed or repointed to your website are the responsibility of you the client unless we have undertaken the transfer on your behalf as part of the order.
You agree that any plugin software currently applied to your site before the transfer process begins are solely your responsibility.
Any policies that are present on your site at the time of transfer are not the service provider’s responsibility, you are solely responsible for the transfer of such policies and the implementation of said policies onto your site once transferred to the service provider.
We the service provider do not hold any rights over the content of your account or any sites, data or web content within your site. In order to provide our services we will require that you grant us the right to use your content to enable us to analyse the requirements on your account.
In order to do so you agree to provide to us, our affiliates and any third party suppliers permission to reproduce or publically display where necessary to provide the services requested by you the client.
We the supplier own all rights, titles and interests in the services provided by us to you the client, this includes any data generated by our systems in relation to the performance, modifications and upgrades of our services, at no time will you the client own any part of our company or services.
Duration and termination
We the supplier agree to provide purchased services to you the client on a monthly/annually basis, this term commences once the agreement has been signed and accepted and a provisional date of activation has been provided. The term of the agreement is automatically renewed on a monthly/annually basis. Where either party wishes to terminate this agreement either party must provide termination notice of 30 days, unless there is clearly and demonstrative breach of contract on either party’s part.
Such breaches on the part of the client include however are not limited to; non payment of invoices, use of services for prohibited reasons set out in this agreement, use of services for any illegal activity, or any activity which breaches UK law. Where a criminal act has taken place we reserve the right to inform the relevant authorities.
Where termination or of this agreement or expiration of this agreement, we the supplier will cease to provide the services, this may result in the content of the clients site becoming unavailable.
All information disclosed to you the client from us the supplier, directly or indirectly, written, spoken or by way of tangible objects. That we the supplier deem as confidential or proprietary. Any information that can be reasonably expected to be confidential through the nature of the use of such expected information. Any information that is marked confidential, or that is disclosed in a confidential manner and identified as confidential or otherwise, or from the nature of the information is obvious to the reasonable person that it is confidential.
You agree and accept that to protect any confidential information set out and described above as confidential by retaining and using the information in in trust and confidence restricted use of this information for only the means it was supplied or disclosed within this agreement. Any disclosure of such information will result with the immediate legal action in line with all UK law relevant to us the supplier to protect such information. Further action can include an injunction, pursuement of damages or prosecution of any person of which you have authorised on your account including yourself who will remain completely liable for such breach. We reserve the right to issue such proceedings without warning and you agree and accept to acknowledge and comply with all legal proceedings that we deem necessary to protect the confidential information described within this agreement.
You the client accept full responsibility for the disclosure by either yourself or any other third party you authorise on the account and to carry all financial implication of the disclosure including legal fees associated in bringing the action and subsequently any penalties or fines awarded from such legal action from any UK court.
Both the supplier and the client has the legal right to enter into this agreement and agrees to perform their respective responsibility set out or implied within this agreement.
You the client agree not to infringe on the intellectual property of a third party directly or indirectly which could result in any damage to us as a company or any part of our service. Should we the supplier request any proof of licences that you the client hold in order for us to provide our services you the client agree to provide such proof upon request. The client confirms that any content on their site including images in accordance with such licence they will provide at our discretion proof of permission from the licenced company that use of their images are acceptable.
The client will not make any representations or warranties that our use of customer content in line with the licence will leave us the supplier liable for further action. You the client also confirm that any representations or warranties made by you the client in line with the licence from a third party are correct and up to date and will agree to provide such proof if requested by the supplier.
You will not infringe on the intellectual property of any person or company under UK law or any proprietary rights of any individual, company or entity. The client confirms and will provide proof up on request that the client or any third party that has authorisation over the account is aged 18 or over in accordance with all UK law which require the client or authorised person to be of that age to enter into or be party to this agreement.
The supplier has expressly set out within the terms and conditions of this agreement the terms of provision of service. The service is provided with the understanding that any faults that are recognised with the supply of service are through normal nature of the service and do not warrant a breach of the services.
We make no warranties either expressed or implied through statute and current law. We will not accept all warranties of liability, in relation to merchantability, uninterrupted, fit for use, non infringement, connection error, availability, accuracy and all implied warrantied arising from UK law or statute.
Limitation and liability
The supplier will not accept any liability which is as a result of this agreement for any reason what so ever. This is not limited to contract law or tort law, the supplier will not exceed any amounts of which the client is liable under this agreement payable to us.
We the supplier will in no event through our provision of service nor that of our licensors have any legal liability to you the client for any indirect, special, incidental or consequential damages regardless of their cause.
The client agrees that this agreement excludes the remedy for interruption either partial or interruption, complete interruption or partial interruption of their services set out in this agreement.
No disclaimers covered within this agreement forbid the warranties and disclaimers applicable within UK law.
The client agrees to defined the supplier against any claim legal or otherwise resulting from any conduct by the client, this also includes any legal cases, suits, or formal demands brought by a third party as result of any action from the client. The client will without disagreement agree to completely indemnify the supplier for any damages awarded interim or final in connection with any claim brought against us as a result of their actions.
Security and or safe harbour
The supplier will constantly keep all hardware and or software well maintained as much is possible. The supplier will keep all software updated as soon as any updates are available. Where such an update will impact on the service to the client, the supplier agrees to inform the client as soon as the supplier is made aware of this update and interruption. The supplier agrees to maintain all physical and virtual safeguards in relation to the provision of services. The client agrees that security is a shared responsibility and that as such all liability is issued in proportion to the parties risks associated at that time. The client agrees to install and update all security software relevant to the protection of their equipment and their site. The supplier agrees to protect it servers from cyber-attacks.
Where the supplier makes use of a third party server the supplier waves all responsibility to the up keep and maintenance of the security software during such time that the client’s site or data is held on the third parties server. In the event of a loss of data or site on the third party server the client agrees to seek any damages or issue any claims directly with the third party.
At no time will the supplier be held liable through UK law for the damages incurred through the lack of security at that time of from the third party.
The client agrees to upload any software or programmes that we as supplier have inspected and agree are secure and authorised by relevant licences to protect your data or site. This includes any relevant patches and updates of said software at any such time that they become available.
If on inspection of any breach in security it is proven to be on the part of the client the supplier will take all necessary action to protect itself from further breaches until such time as the breach has been secured and eradicated. The client will agree to this action in such situation.
Where the client becomes aware of any breach the client agrees to notify the supplier immediately and indemnify the supplier from any associated losses. Where the breach arise from the action of a third party named on the clients account the client agrees to accept full responsibility for such breach and will incur any losses directly as a result of the authorised third party on the account.
As a supplier we agree to hold any and all personal information in accordance with and in line with all statutory procedures and legislation. We will not sell on or distribute any or all of the clients personal data to any third party companies for any reason what so ever unless it is in relation to any criminal act commented by the client or their authorised third party. In such a case the information will be disclosed to the police or any other relevant government or legal body.
We will always seek the permission of the client before releasing any information to our partners or associated third parties unless a criminal act has taken place.
Where the supplier may prefer to use any clients data or sites for publicity the supplier will request such permission in writing from the client. The client agrees to provide such permission, in any event where the client may seek to use the suppliers information for any publicity the client must seek written authorisation from the supplier. Neither party will use either parties’ information without written or expressed consent. Neither party will make use of any logos branding or trademarks from either the supplier or the client nor any relevant third parties without said parties consent.
This agreement is issued and created in accordance with all UK laws statutes and legislation, should the client wish to bring any disputes or appeals forward they must do so in accordance with UK law.
The supplier and the client also agree that the pricing and terms of this agreement are subject to change and such change will be communicated in writing to the client.
Arbitration and resolution
Where such situation results in a dispute the first line of preferred resolution outside of normal customer care and complaints policy would be that of arbitration, both the client and supplier agree to engage in arbitration. Both parties agree that to cooperate fully in any such arbitration, should any amicable resolution be achieved through arbitration both parties agree to abide by such resolution and agree to commit to any documentation therein provide prohibiting any further action. Should a separate incident occur both parties agree to treat such incident as a fresh incident and begin the process again.
Any arbitration required will be carried out by an approved company of which the supplier has instructed, where the client has instructed any such arbitration company the supplier reserves the right to inspect such company, the supplier also reserves the right to dispute any company that the supplier feels is not suited to the situation in hand.
Should the client not wish to engage in arbitration then the supplier will immediately enforce legal proceedings, should such a situation arise where the client has issued arbitration should the supplier refuse such arbitration the client can in accordance with UK law issue further legal proceedings to remedy such situation.
Should either party consider any situation of emergency then wither party may apply for immediate protection by way of an injunction in accordance with all UK laws and legislation. Where the client feels that they have cause to bring legal action, aforementioned legal action can only be brought on the clients behalf and not that of any third party to the account. Should any named third party to the account wish to bring further action they must do so directly to the supplier and not through the client.
Any alterations to this agreement or the pricing plan taken out at the time of ordering either increasing or decreasing the plans or the increase in additional services can be agreed and enforced through electronic communication or simply through selecting new plans through click and select procedures. Should the client fail to complete the purchase or payment for additional services at the time of ordering the supplier will refuse to enact any increase to services until such time as payment has been made.
If one party fails to exercise, or delays exercising, any right, remedy or power set out in this Agreement, this will not operate as a waiver of that right, remedy or power, whether under this Agreement or at law or equity.
Both the supplier and the client may not allow this agreement or any part of this agreement to be assigned to any other party unless named within this agreement. Where such situation as a merger occurs both the supplier and the client agree to secure written consent from the third party to include the third party into this agreement from such date as is agreeable by all parties.
All parties agree to be legally bound by this agreement from the date of any third party involvement confirmed by all parties in writing. Any successors of this agreement agree to be held to the terms of this agreement.
Any provision of services through administration of this agreement that are deemed to be illegal and unenforceable under UK law will only be effective until the extent of such illegality is clarified through prosecution or legal enforcement.
To the largest extent possible, the illegal or unenforceable provision will be restated to reflect the parties’ intent.
This agreement and any other subsequent agreement or amended terms and condition in addition to this agreement between both the supplier and the client shall supersede all previous documentation, contracts or agreements in place until this time. Any verbal negotiations written negotiations are voided and deemed obsolete from the date of this agreement.
Any conflict between this agreement and any pre existing agreements or contracts, term or conditions of business shall be dealt with at the time of entering this agreement and not retrospectively, there should be clear and filed copies of the service order, the written agreement and any other document that will be referenced to dispute the amendments made by this agreement.
The supplier will not be deemed to have breached or defaulted on this agreement, with relation to any provisions relating to the failure of services and performance, any interruption of such services as order by the client. The disruption may have directly or indirectly impacted on the services purchased by the client. Such examples are: acts of terrorism, political unrest, failures by third party networks and supplies, third party administration or business failure, any damage to any equipment through acts of nature, any acts of arson or fire, any change in UK law prohibiting the supply of any services offered by the supplier, all of the above are agreed and accepted by the client as actions outside of the suppliers control and therefore do not amount to breach of contract or default of services.
No third party shall benefit from this agreement unless otherwise named in this agreement either at the time of commencement of services or amendment to the agreement to allow for any company merger or alternative legal structure. No party to this agreement may authorise as an agent, any employee or legal representative of any other company without the prior consent of the remaining party, neither party will make or will be allowed to make without written, implied or expressed permission nay warranties to any other party outside of this agreement. Any such action will be considered breach of this agreement and will immediately terminate such agreement.
There is to be no affiliation representations by a third party through the client to who the agreement is applied to, no creation of affiliation of our services without our expressed permission will be allowed, should such affiliation commence without our permission we reserve the rights as suppliers to this agreement to issue full and aggressive legal action to prohibit such affiliations taking place or existing in the future.
Any notices of any legal action must be sent via recorded post to the other party no less than 14 days before action take place, all copies of all documentation proposed to be exhibited in such action must be disclosed and provided to us the supplier no later than 14 days before said action.
Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration and continue in full force and effect.