Standard Terms and Conditions

  1. 1. INTERPRETATION
    1. 1.1 The definitions and rules of interpretation in this clause apply in these standard terms and conditions (Conditions).
    2. Bright: Bright Marketing Solutions Limited (registered no. 06822163) whose registered office is 145-157 St John Street, London, EC1V 4PY.
    3. Bright's Equipment: any equipment, including tools, systems, cabling or facilities provided by Bright or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.
    4. Contract: any purchase order of the Customer and Bright's acceptance of it, or the Customer's acceptance of the Estimate for Services by Bright under condition 2.2.
    5. Customer: the person, firm or company who purchases Services from Bright.
    6. Customer's Equipment: any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services.
    7. Deliverables: all Documents, products and materials developed by Bright or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).
    8. Document: includes, without limitation, in addition to any document in writing, any drawing, printed document, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
    9. Estimate: any formal written estimate provided by Bright setting out the Services to be provided to the Customer in accordance with the Specification attached to the Estimate and the costs of such Services
    10. In-put Material: all Documents, information and materials provided by the Customer relating to the Services including (without limitation), computer programs, data, reports and specifications.
    11. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    12. Services: means the services to be provided by Bright to the Customer in accordance with these Conditions any Estimate and the Specification and where the context so admits the term shall be construed to include all Documents associated with the services which are to be provided.
    13. Specification: the specification of the Services Bright is to provide to the Customer as set out in writing and agreed between the Customer and Bright or as instructed by the Customer orally (and later confirmed in writing)
    14. VAT: value added tax chargeable under English law for the time being and any similar additional tax.
  2. 1.2 Headings in these conditions shall not affect their interpretation.
  3. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  4. 1.4 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
  5. 2. APPLICATION OF CONDITIONS
  6. 2.1 These Conditions shall apply to and be incorporated into the Contract and prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order of the Customer, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing save for any variation to these Conditions which are agreed between Bright and the Customer in writing.
  7. 2.2 Any purchase order of the Customer, or the Customer's acceptance of a quotation for Services by Bright, constitutes an offer by the Customer to purchase the Services on these. No offer placed by the Customer shall be accepted by Bright other than by a written acknowledgement issued in the form of the Estimate which shall be sent to the Customer for signature whereupon it will be returned to Bright upon which a contract for the supply and purchase of the Services on these Conditions will be established.
  8. 2.3 The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
  9. 2.4 Quotations are given by Bright on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that Bright has not previously withdrawn it.
  10. 3. BRIGHT'S OBLIGATIONS
  11. Bright shall use reasonable endeavours to provide the Services, and to deliver the Deliverables (if any) to the Customer, in accordance in all material respects with the Contract.
  12. 4. CUSTOMER'S OBLIGATIONS
  13. 4.1 The Customer shall;
    1. co-operate with Bright in all matters relating to the Services and provide Bright, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Customer's premises, office accommodation, data and other facilities as reasonably required by Bright;
    2. provide to Bright, in a timely manner, such In-put Material and other information as Bright may require and ensure that it is accurate in all material respects and will be responsible for ensuring the accuracy of such In-put Material and whilst such In-put Materials are in the possession of Bright they will remain to be at the Customer’s risk;
    3. retain and duplicate In-put Materials;
    4. procure that no unauthorised copying of Bright’s work takes place.
  14. 4.2 The Customer warrants that any Document or instructions given to him/it by Bright pursuant to the Services shall not infringe any Intellectual Property Rights.
  15. 4.3 The Customer shall indemnify and keep indemnified Bright from any and all loss, damage or liability (whether criminal or civil) suffered (including all legal fees and costs incurred by Bright) resulting from an infringement of any Intellectual Property Rights.
  16. 4.4 The Customer shall be liable to pay to Bright, on demand, all reasonable costs, charges or losses sustained or incurred by Bright arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Bright confirming such costs, charges and losses to the Customer in writing.
  17. 5. CHARGES AND PAYMENT
  18. 5.1 Subject to conditions 5.2, 5.3, 5.5 and 5.6 below, that charges for the Services shall be those stated in the Estimate provided in accordance with condition 2.2 or in the case of Bright’s acceptance of the Customer’s purchaser order the price shall be as agreed between the parties in writing.
  19. 5.2 The price payable is exclusive of VAT which the Customer shall be additionally liable to pay Bright if applicable.
  20. 5.3 Bright reserves the right to increase the charges stated in the Estimate to reflect any increase of cost to Bright of providing the Services due to any changes in the Specification of Services or quantities of any materials or documents which are produced in accordance with the provision of the Services or any delay caused by the Customer failing to comply it’s obligations under condition 4 above;
  21. 5.4 The Customer shall pay each invoice submitted to it by Bright, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by Bright and all Documents shall remain the property of Bright until any outstanding invoice has been paid in full.
  22. 5.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Bright on the due date, Bright may charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of HSBC Bank, accruing on a daily basis until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand.
  23. 5.6 Where Bright and the Customer has agreed in writing that payment is to be made by instalments, Bright will be under no obligation to begin performing its’ obligations under the Contract until the Customer has paid the first instalment and in the event the Customer fails to make pay subsequent instalments Bright shall be entitled to (without prejudice to any other remedies) suspend all Services until payment has been made in full or terminate the Contract.
  24. 5.7 Proofs of all Documents produced by Bright in pursuance of the Contract, will be submitted to the Customer for prior approval. Alterations made in order to correct literal errors appearing on the proofs will be made without any charge but all other corrections will be charged to the Customer. Once the Customer has accepted the correctness of the proof and has signified this acceptance in writing to Bright, the Customer will accept full responsibility for any errors not corrected by the Customer in proofs so submitted and shall be responsible for any extra charges which result from subsequent changes thereto
  25. 5.8 Time for payment shall be of the essence of the Contract.
  26. 5.9 All sums payable to Bright under the Contract shall become due immediately on its termination, despite any other provision. This condition 5.8 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
  27. 6. DELIVERY
  28. 6.1 Bright will arrange for the delivery of any Deliverables to the Customer and such delivery will either be made directly from the printers retained by Bright or by delivery service companies retained for this purpose. Delivery shall be made at the Customer’s address or at such other place or places agreed between Bright and the Customer.
  29. 6.2 Risk and property in the Deliverables produced under the Contract will pass to the Customer on delivery without prejudice to any right of rejection which may accrue to the Customer under these Conditions.
  30. 6.3 If the Customer requires expedited delivery Bright shall be entitled to charge any additional delivery charges to the Customer.
  31. 6.4 Time of delivery shall not be of the essence
  32. 6.5 Bright shall use it’s best endeavours to ensure the Deliverables produced under the Contract are finished on a stipulated delivery date but does not make any guarantees in this respect.
  33. 6.6 If delivery of the Deliverables is delayed due to circumstances beyond Bright’s control, a reasonable extension in the time of delivery shall be given.
  34. 7. INTELLECTUAL PROPERTY RIGHTS
  35. As between the Customer and Bright, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be legally and beneficially owned by Bright or its agents as appropriate.
  36. 8. CONFIDENTIALITY
  37. 8.1 Bright shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to Bright by the Customer, its employees, agents, consultants or subcontractors and any other confidential information concerning the Customer’s business or its products which Bright may obtain.
  38. 9. LIMITATION OF LIABILITY
  39. 9.1 This condition 9 sets out the entire financial liability of Bright (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
    1. any breach of the Contract;
    2. any use made by the Customer of the Services, the Deliverables or any part of them; and
    3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
  40. 9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
  41. 9.3 Nothing in these Conditions limits or excludes the liability of Bright:
    1. for death or personal injury resulting from negligence; or
    2. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Bright; or
    3. for any liability incurred by the Customer as a result of any breach by Bright of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
  42. 9.4 Bright's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
  43. 10. TERMINATION AND CUSTOMER’S INSOLVENCY
  44. 10.1 This condition shall apply in the event:
    1. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
    2. the Customer (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
    3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
    4. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over Customer; or
    5. a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or
    6. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or
    7. a creditor or encumbrance of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.
  45. 10.2 If this condition applies:
    1. Bright has the right to suspend any Services or delivery of Deliverables under the Contract without any liability to the Customer;
    2. the Customer shall immediately pay to Bright all of Bright's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Bright may submit an invoice, which shall be payable immediately on receipt;
    3. the Customer shall, within a reasonable time, return all of Bright's Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then Bright may enter the Customer's premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
    4. Bright will have the right to exercise a general lien on all goods and property of the Customer which is in Bright’s possession and shall be entitled to sell the goods upon the expiry of 14 days notice to the Customer.
  46. 10.3 On termination of the Contract (however arising), conditions 7, 8, 9, 10 and 17 shall survive and continue in full force and effect.
  47. 11. FORCE MAJEURE
  48. Bright shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Bright or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Bright’s or subcontractors.
  49. 12. VARIATION
  50. 12.1 Bright may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
  51. 12.2 Subject to condition 12.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
  52. 13. WAIVER
  53. 13.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
  54. 13.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
  55. 14. SEVERANCE
  56. 14.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
  57. 15. NO PARTNERSHIP OR AGENCY
  58. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
  59. 16. RIGHTS OF THIRD PARTIES
  60. A person who is not a party to the Contract shall not have any rights under or in connection with it.
  61. 17. GOVERNING LAW AND JURISDICTION
  62. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.