- Definitions and Interpretation
- The definitions and rules of interpretation in this clause apply to these Terms and Conditions.
Applicable Law: means any laws or regulations, regulatory policies, mandatory guidelines, industry standards or codes of practice which apply to you and Bright under these Terms and Conditions, and which apply to its subject matter, and which are in force from time to time.
Authorised Users: those individuals who are authorised by you to use the BrightPropose Subscription Services as set out in your Registration process or as provided for in respect of any Trial Period.
Bright Data: the data, templates, content, text and/or information, in whatever form including graphics, statistics, general content, PDF, HTML which are provided by Bright and made available to the Customer pursuant to these Terms and Conditions.
BrightPropose Subscription Services: the subscription services provided by Bright to you during the Trial Period and/or the Subscription Term (as applicable) under these Terms and Conditions via Bright's website (https://brightsg.com/en-ie or https://brightsg.com/en-gb/) or the Client Portal or any other website notified to you by Bright from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Control: in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:
- by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or
- as a result of any powers conferred by the articles of association or any other document regulating that or any other body corporate.
Change of Control: occurs if a person who Controls any body corporate ceases to do so or if another person acquires Control of it.
Client Portal: an online portal provided by Bright as part of the BrightPropose Subscription Services through which Authorised Users can upload Customer Data.
Commencement Date: has the meaning given to it in clause 2.1.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or that would be regarded as confidential by a reasonable business person relating to: (a) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and/or (b) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, International Organisation, Processing (and Process) and: as defined in the Data Protection Legislation.
Customer Client: a client of yours to whom you are submitting a Proposal.
Customer Data: the data inputted by you, your Authorised Users, or Bright on your behalf for the purpose of using the BrightPropose Subscription Services or facilitating your use of the BrightPropose Subscription Services.
Data Protection Legislation: the UK Data Protection Legislation, European Data Protection Legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
Data: the Bright Data and/or the Customer Data (as the context requires).
Enterprise Client: where you have purchased seven (7) or more User Subscriptions and where you have elected to become an Enterprise Client.
European Data Protection Legislation: Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”) as implemented by countries within the EEA; the European Union e-Privacy Directive 2002/58/EC as implemented by countries within the EEA; other laws that are similar, equivalent to, successors to, or that are intended to or implement the laws that are identified in (a) and (b) above.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, which are applicable to either you or an Authorised User (but not to Bright) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018) (where these terms apply in the UK) and S.I. No. 360/2018 - European Union (Measures for a High Common Level of Security of Network and Information Systems) Regulations 2018 (where these terms apply in Ireland), all as amended or updated from time to time.
Initial Subscription Term: the applicable initial term for the provision of BrightPropose Subscription Services commencing on expiry of the Trial Period.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Ireland: means the Republic of Ireland (and the term "Irish" shall be construed accordingly).
Monthly Proposal Limit: the number of Proposals you are permitted to generate through the Client Portal each month as per your User Subscriptions, as updated to include any applicable additional Proposals purchased by you as described in clauses 4.3 and 4.4.
Monthly Subscriber: where you purchase BrightPropose Subscription Services on a monthly basis.
Normal Working Hours: 9am-5:30pm on Monday to Thursday and 9am-4:30pm on Friday (save for English public holidays).
Proposals: any proposal documents generated by you through the Client Portal using the Data and the Software licenced by Bright to you.
Protected Data: Personal Data received from or on behalf of you or otherwise obtained in connection with the performance of Bright's obligations under these Terms and Conditions.
Registration: the process by which you successfully register with Bright and create an account, enabling you to sign up to a Trial Period and purchase BrightPropose Subscription Services (or other services) from Bright, and the term Register shall be construed accordingly.
Renewal Period: the applicable renewal period described in clauses 3.5 and 3.6.
Software: the online software applications provided by Bright to you via the Client Portal as part of the BrightPropose Subscription Services.
Standard Customer Support Services: the provision of email and telephone support to be provided by Bright to you during the Subscription Term, as determined by Bright and communicated to you prior to the Initial Subscription Term.
Sub-Processor: any agent, sub-contractor or other third party engaged by Bright (or by any other Sub-Processor) for carrying out any processing of the Protected Data.
Subscription Fees: the subscription fees payable by you to Bright for the User Subscriptions as stated in the `Pricing' section of Bright's website (IE: https://brightsg.com/en-ie/brightpropose/brightpropose-pricing or UK: https://brightsg.com/en-gb/brightpropose/brightpropose-pricing) (as updated from time to time) or as otherwise communicated to you in accordance with these Terms and Conditions.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.
Trial Period: a trial period of thirty (30) days during which you may use the BrightPropose Subscription Services free of charge subject to these Terms and Conditions, and the term Trial shall be construed accordingly.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation, the UK GDPR (as defined in the Data Protection Act 2018); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/ЕС (as updated by Directive 2009/136/ЕС) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and any replacement legislation coming into effect from time to time.
User Subscriptions: your guest subscription which allows access to and use of the applicable Bright services during any Trial Period and the user subscriptions purchased by you pursuant to clause 15.1 which entitle Authorised Users to access and use the BrightPropose Subscription Services in accordance with these Terms and Conditions.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms and Conditions.
- A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms and Conditions under that statute or statutory provision.
- A reference to writing or something being written includes e-mail.
- Basis of Contract and Registration
- Your Registration shall only be deemed accepted by Bright when Bright sends you confirmation of your Registration by email which will enable you and your Authorised Users to access the BrightPropose Subscription Services, from which date these Terms and Conditions shall apply ("Commencement Date").
- These Terms and Conditions shall apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. We may amend these Terms and Conditions from time to time and will inform you of any proposed material changes prior to their implementation.
- Any discounts given by Bright shall only be valid for a period of up to twelve (12) months and are only available to new customers. Where you cancel a subscription during the discounted period, or convert to a monthly or annual subscription during the discounted period, the relevant discount shall only apply until such cancellation or conversion date and no further discount shall be available to you.
- To be able to use the BrightPropose Subscription Services, you must have successfully completed the Registration process. If you have not done so already, please click https://hub.brightsg.com/sign-up to Register.
- You warrant and undertake to provide accurate, up to date and complete information during the Registration process. If there are any changes to the information provided by you during the Registration process, you must promptly notify us in writing.
- Trial Period and Subscription Term
- If we agree to offer you a Trial of the BrightPropose Subscription Services, you may use the BrightPropose Subscription Services for the Trial Period pursuant to these Terms and Conditions.
- You are only permitted to one (1) free Trial of the BrightPropose Subscription Services. Bright may terminate your account if you breach, or attempt to breach this clause 3.2.
- A Trial Period shall only be available upon receipt of a valid business email address or official documentation confirming the user's status as a practising accountant/bookkeeper within the UK and/or Ireland (as applicable) and which must be provided upon Registration, including registered UK / Irish (as applicable) address and phone number.
- A Trial Period may be extended at Bright's sole discretion and in accordance with the provisions of this clause 3.
- In the event you are a Monthly Subscriber, and subject to receipt of the relevant Subscription Fees, your Initial Subscription Term shall continue for one (1) month following expiry of the Trial Period, and shall continue to renew at monthly intervals thereafter unless otherwise terminated in accordance with clause 19.
- In the event you are an Enterprise Client or where you have chosen to pay annually, and subject to receipt of the relevant Subscription Fees, your Initial Subscription Term shall continue for twelve (12) months following expiry of the Trial Period, and shall continue to renew every twelve (12) months thereafter unless otherwise terminated in accordance with clause 19.
- The Subscription Fees payable by you during the Subscription Term for the BrightPropose Subscription Services are stated in the 'Pricing' section of Bright's website (IE: https://brightsg.com/en-ie/brightpropose/brightpropose-pricing or UK: https://brightsg.com/en-gb/brightpropose/brightpropose-pricing) and in your Client Portal after Registration (as may be updated by Bright from time to time). Any amendments to the Subscription Fees payable by you shall be notified to you in writing by Bright, in advance of such amendments being implemented.
- Your Monthly Proposal Limit and any other use limitations shall be stated in your Client Portal. Your Monthly Proposal Limit shall automatically renew on a monthly basis, unless your subscription is terminated prior to renewal in accordance with clause 19.
- In the event you use the entirety of your Monthly Proposal Limit prior to your Monthly Proposal Limit renewing, you may purchase additional Proposals on a pay as you go basis. The fees payable per additional Proposal are stated in the 'Pricing' section of the applicable Bright website (UK - https://brightsg.com/en-gb/brightpropose/brightpropose-pricing; Ireland - https://brightsg.com/en-ie/brightpropose/brightpropose-pricing).
- Your request to purchase additional Proposals will be approved automatically and you will pay to Bright the relevant fees for such additional Proposals in accordance with clause 15.
- Bright grants to the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide licence throughout the Subscription Term for the Customer’s internal business use only to use and access the Client Portal to generate Proposals.
- User subscriptions
- For the duration of any Trial Period, and Subscription Term thereafter (each as applicable), and where you are purchasing the User Subscriptions in accordance with clauses 7.3 and 15.1 and subject to you complying with the restrictions set out in this clause 6 and the other provisions as set out in these Terms and Conditions, Bright hereby grants to you a non-exclusive, non-transferable right, without the right to grant sub-licenses, to permit the Authorised Users to use the BrightPropose Subscription Services during the Trial Period and/or Subscription Term (as applicable) solely for your internal business operations.
- In relation to the Authorised Users, you undertake that:
- the maximum number of Authorised Users that you authorise to access and use the BrightPropose Subscription Services shall not exceed the number of User Subscriptions you have purchased from time to time;
- you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the BrightPropose Subscription Services;
- each Authorised User shall keep a secure password for his use of the BrightPropose Subscription Services and each Authorised User shall keep his password confidential;
- you shall maintain a written, up to date list of current Authorised Users and provide such list to Bright within five (5) Business Days of Bright's written request at any time;
- you shall permit Bright or Bright's designated auditor to audit (i) the BrightPropose Subscription Services, in order to establish the name and password of each Authorised User; and (ii) the Customer's systems and records, to audit compliance with these Terms and Conditions. Each such audit may be conducted no more than once per quarter, at Bright's expense;
- if any of the audits referred to in clause 6.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Bright's other rights and remedies, you shall immediately disable such passwords and Bright shall not issue any new passwords to any such individual; and
- if any of the audits referred to in clause 6.2(e) reveal that you have underpaid Subscription Fees to Bright, then without prejudice to Bright's other rights and remedies, you shall pay to Bright an amount equal to such underpayment as calculated in accordance with the prices in force as at the date of your subscription within seven (7) Business Days of the date of the relevant audit.
- You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the BrightPropose Subscription Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and Bright reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.
- You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms and Conditions:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the BrightPropose Subscription Services in order to build a product or service which competes with the BrightPropose Subscription Services; or
- use the BrightPropose Subscription Services to provide BrightPropose Subscription Services to third parties; or
- subject to clause 21.9, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the BrightPropose Subscription Services available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the BrightPropose Subscription Services, other than as provided under this clause 6; or
- introduce or permit the introduction of, any Virus or Vulnerability into Bright's network and information systems.
- You warrant and undertake to prevent any unauthorised access to, or use of, the BrightPropose Subscription Services and, in the event of any such unauthorised access or use, immediately notify Bright.
- The rights provided under this clause 6 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.
- Additional user subscriptions
- Subject to the remainder of this clause, you may, from time to time during any Subscription Term, purchase additional User Subscriptions. Access to the BrightPropose Subscription Services shall be available to such additional Authorised Users in accordance with the provisions of these Terms and Conditions.
- Where you are a Monthly Subscriber and you wish to purchase additional User Subscriptions resulting in a total number of User Subscriptions exceeding the Monthly Subscriber limit, you may elect to become an Enterprise Client and subject to an annual subscription.
- Your request to purchase additional User Subscriptions will be approved automatically and you will pay to Bright the relevant fees for such additional User Subscriptions. If such additional User Subscriptions are purchased by you part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Bright for the remainder of the Initial Subscription Term or the current Renewal Period (as applicable).
- BrightPropose Subscription Services
- Bright shall, during the Subscription Term, provide the BrightPropose Subscription Services to you subject to these Terms and Conditions.
- Bright shall use reasonable endeavours to make the BrightPropose Subscription Services available to you. You acknowledge that (i) Bright does not guarantee that the BrightPropose Subscription Services will always be available or uninterrupted, and that (in particular but as illustration only) there may be periods of downtime required for Bright to perform unplanned, essential or emergency updates and/or maintenance, in relation to which Bright may not be able to provide advance warning; and (ii) Bright shall not be liable to you if the BrightPropose Subscription Services are unavailable at any time for any period. Bright shall use reasonable endeavours to perform any planned maintenance, bug fixes or new releases of the Software outside of Normal Working Hours.
- Bright shall during the Subscription Term provide you with Bright's Standard Customer Support Services during Normal Working Hours.
- Where you require any additional support services, such support services may be subject to an additional charge, to be determined at Bright's sole discretion, and which will be communicated to you at the point of request. The payment details provided to us in accordance with clause 15 will be debited before commencement of the additional support services.
- Where you require Bright to carry out services, in addition to those set out in these Terms and Conditions, such services shall be subject to additional terms, conditions and prices to be agreed between the parties hereto.
- Customer data
- You are the Controller and Bright is the Processor for the purposes of the Processing of Protected Data. Bright shall Process Protected Data in accordance with clause 10 of these Terms and Conditions.
- You shall at all times comply with the Data Protection Legislation in connection with the Processing of Protected Data. You confirm that you are entitled to transfer the Protected Data to Bright and any Sub-Processor in compliance with the Data Protection Legislation and shall ensure all instructions given by you to Bright in respect of Protected Data shall at all times be in accordance with the Data Protection Legislation.
- You shall input the Customer Data to the Software via the Client Portal directly, subject to and in accordance with these Terms and Conditions.
- You represent and warrant that you have proprietary right in or rights as licensee to the Customer Data for the purposes hereof and Bright acknowledges that it shall not be granted any rights in or to the Customer Data other than as required to perform its obligations under these Terms and Conditions. Accordingly, you hereby grant Bright a royalty free licence to:
- use the Customer Data for the sole purpose of including it in the Proposals and making it available to the Customer under these Terms and Conditions; and
- amend the Customer Data so far as is necessary to enable Bright to perform its obligations under these Terms and Conditions, including, without limitation, amending the colour, scale and formatting the Customer Data and making such amendments that Bright deems necessary to enable it to display the Customer Data on the Client Portal.
- Bright acknowledges your proprietary rights in or rights as licensee to the Customer Data and accordingly, it shall not grant access to any other customer to the Customer Data, without your prior written consent.
- You hereby warrant that:
- you have the necessary rights to license the Customer Data to Bright under clause 9.4 above;
- the use by Bright of the Customer Data in accordance with these Terms and Conditions shall not, so far as you are aware or deemed to be aware, infringe the rights of a third party; and
- the Customer Data and/or its use:
- is not unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive;
- does not facilitate illegal activity;
- does not depict sexually explicit images;
- does not promote unlawful violence;
- is not discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, nor does it constitute any other illegal activity; and
- does not cause damage or injury to any person or property.
- You acknowledge and agree that you are responsible for the Customer Data, that Bright is not responsible for the Customer Data and that Bright does not warrant that the Customer Data is complete, reliable, fit for purpose, secure, timely or useful, notwithstanding the performance of Bright’s obligations under these Terms and Conditions.
- Data Protection
- Both the Customer and Bright shall, at all times during the Trial Period and/or Subscription Term (as applicable), comply with its applicable obligations under the Data Protection Legislation in relation to its receipt / provision (as applicable) of the BrightPropose Subscription Services.
- To the extent that Bright acts as Processor for the Customer pursuant to the provision of the BrightPropose Subscription Services, it shall:
- only Process (and shall ensure Bright personnel only Process) the Protected Data in accordance with these Terms and Conditions (and not otherwise unless alternative Processing instructions are agreed between the parties in writing) except where otherwise required by Applicable Law (and in such a case Bright shall inform you of that legal requirement before Processing, unless such Applicable Law prohibits Bright from so notifying you);
- if Bright believes that any instructions received from you is likely to infringe the Data Protection Legislation, inform you and be entitled to cease to provide the BrightPropose Subscription Services until the parties have agreed appropriate amended instructions which are not infringing;
- implement appropriate technical and organisational security measures appropriate to the level of risk posed by the necessary processing, in accordance with the requirements of the Data Protection Legislation;
- not permit any processing of Protected Data by any Sub-Processor or other third party (except Bright's personnel) without your written authorization, and where such authorization is given:
- appoint each Sub-Processor under a written contract containing materially the same obligations as in these Terms and Conditions in respect of Protected Data;
- remain liable to you under these Terms and Conditions for all the acts and omissions of each Sub-Processor and each of its/their personnel as if they were its own; and
- ensure that all persons authorised by Bright or any Sub-Processor to process Protected Data are subject to a written contractual obligation to keep the Protected Data confidential.
- (at your cost) assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the UK GDPR (and any similar obligations under Data Protection Legislation) taking into account the nature of the processing and information available to Bright;
- taking into account the nature of the processing, assist you (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of your obligations to respond to requests for exercising the Data Subjects' rights under Chapter III of the UK GDPR (and any similar obligations under applicable Data Protection Legislation) in respect of any Protected Data;
- refer all requests and communications received from Data Subjects or any supervisory authority to you which relate to any Protected Data promptly (and in any event within three (3) days of receipt) and shall not respond to any such requests without your written approval and in accordance with your instructions unless and to the extent required by Applicable Law;
- not process and/or transfer, or otherwise directly or indirectly disclose any Protected Data in or to countries outside the United Kingdom or the European Economic Area, without your prior written consent;
- (at your cost), in accordance with Data Protection Legislation, make available to you such information that is in Bright's possession or control as is necessary to demonstrate Bright's compliance with its obligations under this clause 10. Bright shall permit audits by you (or another auditor appointed by you, provided such auditor has entered into a confidentiality undertaking with, and in terms acceptable to, Bright and such auditor is not a competitor of Bright) for this purpose, subject to a maximum of one audit in any 12 month period and at a time to be mutually agreed;
- notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data; and
- at your written request, delete or return the Protected Data and any copies to you within 30 days of termination or expiry of your subscription unless required by Applicable Law to store the Protected Data.
- Processing of the Protected Data by Bright under these Terms and Conditions shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects as set out below:
Subject matter of Processing
Bright will process Protected Data in order to perform its obligations under these Terms and Conditions.
Duration of the Processing
Bright will process the Protected Data for the term of the BrightPropose Subscription Services (and any exit period) and thereafter to the extent and for the duration required under any Applicable Law.
Nature and Purpose of the Processing
The nature and purpose of the processing of the Protected Data will be to enable Bright to perform its obligations under these Terms and Conditions.
Types of Personal Data
The types of Protected Data will be as follows:
- Full Name
- Date of Birth
- Deceased Date
- Postal Address
- Marital Status
- National Insurance Number
- Email Address
- Telephone Number
- Mobile Number
- Social Media Profiles
- Business contact details
Categories of Data Subjects
- Business Contacts
- End Users
Specific Processing Instructions
Core to Bright is the ability to store our clients' data to be used by Authorised Users of your practice. Appropriately trained Bright support staff, when authorised by you, can gain access to this data for the purpose of providing technical support subject to appropriate safeguards.
- Intellectual Property
- You acknowledge and agree that Bright owns all Intellectual Property Rights in the BrightPropose Subscription Services, Software, Bright Data and Proposals (other than Customer Data inputted by you). Except as expressly stated herein, these Terms and Conditions do not grant you any Intellectual Property Rights in respect of the BrightPropose Subscription Services, Software, Bright Data or Proposals (other than Customer Data inputted by you).
- You acknowledge and agree that your rights and any Authorised User's rights under these Terms and Conditions are limited to and pursuant to the rights granted under clauses 5 and 6 and that you and any Authorised User are only permitted to generate and use one Proposal per Customer Client and cannot attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of a Proposal in any form or media or by any means for your own internal business use or for another Customer Client.
- Not withstanding the foregoing, we acknowledge that you shall own all right, title and interest in and to any Customer Data which is inputted by you through your use of the BrightPropose Subscription Services.
- Third party providers
- Bright's obligations
- Bright shall use reasonable endeavours to ensure the BrightPropose Subscription Services will be performed with reasonable care and skill.
- Clause 13.1 shall not apply to the extent of any non-conformance which is caused by your use of the BrightPropose Subscription Services and is contrary to Bright's instructions, or modification or alteration of the BrightPropose Subscription Services by any party other than Bright or Bright's duly authorised contractors or agents.
- Bright does not warrant that (i) your use of the BrightPropose Subscription Services will be uninterrupted or error-free; (ii) the BrightPropose Subscription Services, and/or the information obtained by you through the BrightPropose Subscription Services will meet your requirements; (iii) the BrightPropose Subscription Services and/or the Software will be free from Vulnerabilities; or (iv) the BrightPropose Subscription Services and/or the Software will comply with any Heightened Cybersecurity Requirements.
- Bright is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the BrightPropose Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- Bright may enter into similar agreements with third parties and independently develop, use, sell or licence documentation, products and/or services which are similar to those provided under these Terms and Conditions.
- Bright warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under these Terms and Conditions.
- Your obligations
- provide Bright with:
- all necessary co-operation in relation to these Terms and Conditions; and
- all necessary access to such information as may be required by Bright;
in order to provide the BrightPropose Subscription Services, including but not limited to Customer Data, and security access information and configuration assistance;
- without affecting your other obligations under these Terms and Conditions, comply with all Applicable Law with respect to your activities under these Terms and Conditions;
- carry out all of your other responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, Bright may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the BrightPropose Subscription Services in accordance with the provisions of these Terms and Conditions and shall be responsible for any Authorised User's breach of these Terms and Conditions;
- obtain and shall maintain all necessary licences, consents and permissions necessary for Bright, and its contractors and agents to perform their obligations under these Terms and Conditions, including without limitation the BrightPropose Subscription Services;
- ensure that your network and systems comply with the relevant specifications provided by Bright from time to time; and
- be, to the extent permitted by Applicable Law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to Bright's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
- Charges and payment
- You shall pay the Subscription Fees to Bright for the User Subscriptions in accordance with this clause 15. The Subscription Fees are payable:
- monthly in advance by you if you are a Monthly Subscriber; or
- annually in advance by you if you are an Enterprise Client or where you have elected to pay annually.
- You shall make payment of the Subscription Fees via credit or debit card or by bank transfer. You warrant and undertake that the credit or debit card (i) is registered in your name and address and contain sufficient credit facilities or funds to cover the Subscription Fee; and (ii) shall not expire during the Subscription Term.
- Where a payment is made by bank transfer for a sum of £1,000 or above, an additional administrative fee of £15 will be payable by you.
- Without prejudice to Bright's other rights and remedies, and without liability to you, Bright may disable or block your account and access to all or part of the BrightPropose Subscription Services if your payment is declined, three (3) or more times in three consecutive days from the date on which payment is due, or where you provide incorrect credit or debit card details and Bright shall be under no obligation to provide any or all of the BrightPropose Subscription Services while amounts due by you to Bright remain unpaid.
- Prior to expiry of the Trial Period or to any subsequent extension of a Trial Period in accordance with clause 3.4, you shall provide to Bright valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details.
- When you provide your credit or debit card details to Bright, you authorise Bright to immediately bill such credit or debit card for the Subscription Fees payable in respect of the Initial Subscription Term and thereafter in respect of any subsequent Renewal Period until the Subscription Term is terminated in accordance with clause 19.
- Additional services or additional Proposals to be provided by Bright shall only be delivered following receipt of payment and in accordance with the provisions of this clause 15.
- If your payment is not recoverable under this clause 15, the provisions of clause 19 shall apply.
- All amounts and fees stated or referred to in these Terms and Conditions and on Bright's website at https://brightsg.com/en-ie or https://brightsg.com/en-gb/ (i) shall be payable in Pounds Sterling; (ii) are non-cancellable and non-refundable (unless otherwise agreed in writing with Bright); and (iii) are exclusive of value added tax, which shall be added to Bright's invoices at the then prevailing rate.
- Bright shall be entitled to increase the Subscription Fees and any fees payable in respect of the additional User Subscriptions purchased pursuant to clause 7.3 on giving thirty (30) days' notice. Such increase shall be payable in accordance with this clause 15.
- Neither party shall, during the Trial Period and Subscription Term, and (notwithstanding expiry or termination of the Terms and Conditions) thereafter (until such time as the relevant information is no longer confidential), disclose to any person any Confidential Information of the other party, except as permitted by clause 16.2.
- Each party may disclose the other party's Confidential Information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms and Conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 16; and/or
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.
- You shall defend, indemnify and hold harmless Bright against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the BrightPropose Subscription Services.
- Limitation of liability
- Except as expressly and specifically provided in these Terms and Conditions:
- you assume sole responsibility for results obtained from your use of the BrightPropose Subscription Services, and for conclusions drawn from such use. Bright shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Bright by you in connection with the BrightPropose Subscription Services, or any actions taken by Bright at your direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions; and
- the BrightPropose Subscription Services are provided to you on an "as is" basis.
- Nothing in these Terms and Conditions excludes the liability of either party:
- for death or personal injury caused by the other party's negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause 18.1 and clause 18.2:
- Bright shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms and Conditions; and
- Bright's total aggregate 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 these Terms and Conditions shall be limited to the total Subscription Fees paid or payable for the User Subscriptions by you during the 12 months immediately preceding the date on which the claim arose.
- Nothing in these Terms and Conditions excludes the liability of the Customer for any breach, infringement or misappropriation of Bright's Intellectual Property Rights.
- Term and Termination
- These Terms and Conditions shall, unless otherwise terminated as provided in this clause28, commence on the Commencement Date and shall continue for the Initial Subscription Term and any subsequent Renewal Period(s).
- You may terminate the BrightPropose Subscription Services (and, subject to clause 19.4(f) below, the application of these Terms and Conditions) immediately at any time during your relevant Subscription Term by cancelling your active subscription with us. By doing so, you agree that your access to the BrightPropose Subscription Services shall be revoked at the end of the Initial Subscription Term and that no refunds will be due or payable by us to you as a result of such cancellation.
- Without affecting any other right or remedy available to us, we may terminate these Terms and Conditions with immediate effect by giving written notice to you if:
- You commit a material breach of any term of these Terms and Conditions and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of being notified in writing to do so;
- you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), you are being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;
- your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms and Conditions has been placed in jeopardy;
- you fail to pay any amount due under these Terms and Conditions on the due date for payment;
- you are, or become, a competitor of Bright; or
- you undergo a Change of Control.
- On termination of these Terms and Conditions for any reason:
- all licences granted under these Terms and Conditions shall immediately terminate and you shall immediately cease all use of the BrightPropose Subscription Services;
- you shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to Bright;
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms and Conditions which existed at or before the date of termination shall not be affected or prejudiced;
- you shall immediately pay Bright all of Bright's outstanding unpaid invoices and interest and, in respect of the BrightPropose Subscription Services supplied but for which no invoice has been submitted, Bright shall submit an invoice, which shall be payable by you immediately upon receipt;
- each party shall promptly return (or delete) – at the disclosing party's discretion – the other party's Confidential Information which is in the receiving party's possession and/or control;
- any clauses contained in these Terms and Conditions which expressly, or by implication are deemed to, come into or remain in force following the expiry or termination of these Terms and Conditions shall so come into or remain in force.
- Force majeure
Bright shall have no liability to you under these Terms and Conditions if it is prevented from or delayed in performing its obligations under these Terms and Conditions, or from carrying on its business, for any reason beyond its reasonable control.
- General provisions
- In the event of any inconsistency between any other terms and these Terms and Conditions, these Terms and Conditions shall prevail.
- No variation of these Terms and Conditions shall be effective unless it is approved by Bright.
- No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of any rights or remedies provided by law.
- If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.
- These Terms and Conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into these Terms and Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.
- Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
- You shall not, without the prior written consent of Bright, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
- Bright may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
- Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
- These Terms and Conditions do not confer any rights on any persons or third parties (other than to Bright and you and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. This clause shall not apply to the extent that the relevant parties subject to these Terms and Conditions are located in the Ireland.
- Any notice required to be given under these Terms and Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address, which for you, shall be included in your Registration and for Bright is:
Thesaurus Software Ltd. (t/a Bright Software Group)
Unit 35, Duleek Business Park,
A party shall notify the other party in writing if the address to which notices are to be sent under these Terms and Conditions changes.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
- Governing law and jurisdiction
- These Terms and Conditions and any dispute or claim arising out of or in connection with them or their 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.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).