Terms of Service

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE CONTINUING TO USE THE SOFTWARE

This licence agreement (Agreement) is a legal agreement between you (you) and us.

If you’re based in the United Kingdom, then we are Thesaurus Software Ltd of 3 Shortlands, London, England, W6 8DA (BrightPay UK).

If you are based in the Republic of Ireland, we are Thesaurus Software Limited of Unit 35, Duleek Business Park, Co. Meath, A92 N15E (BrightPay Ireland).

This Agreement applies whether you’re using our installed desktop software (Desktop), or our software as a service product (Connect, which includes both our cloud service and mobile app), or our BrightPay Cloud software: the product you’re using is referred to in this Agreement as the Software.

In certain cases, you may be using the Software with our consent as an intermediary body (Bureau) providing bureau services to your customers (Bureau Arrangement).

BY USING THIS SOFTWARE YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST STOP USING THE SOFTWARE NOW.

1. Term

   a. This Agreement will commence on the date you receive your license key (Desktop) or on the start date of your Connect subscription and will continue for one year in the case of a Connect Subscription or until the end of the tax year in the case of a Desktop Subscription (Initial Term) unless earlier renewed in accordance with clause 5.b.

   b. If you are based in the Republic of Ireland, this Agreement will automatically renew in accordance with clause 5 of this Agreement unless and until otherwise earlier terminated in accordance with clause 9 of this Agreement (Duration).

2. Grant and Scope of Agreement

   a. Provided that you have made all payments due to us, and that you’re complying with the terms of this Agreement, we grant to you a personal, non-exclusive, non-assignable, non-transferable and non-sublicensable licence to use the Software on the terms of, and for the duration of this Agreement and for your internal business purposes only.

   b. If you’re using Desktop, the licence granted at clause 1.a allows you to:

   • i. Install and use the Software for the number of concurrent users agreed in writing between you and us;
   • ii. make up to 2 copies of the Software for back-up purposes, provided that this is for your internal business purposes only;
   • iii. receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be released by us from time to time. Any such code or update becomes included within the term Software as soon it’s released.

   c. If you’re using Connect or BrightPay Cloud, the license granted at clause 1.a allows you to access Connect or BrightPay Cloud, respectively, on a software as a service basis.

   d. The license to use BrightPay Cloud includes software support and upgrades, for which charges are incurred on the date that BrightPay account is created, such charges are included in both the monthly subscription fee and the annual subscription fee.

   e. If you’re using the Software as a Bureau, the licence granted to you at clauses 2.a to 2.c above is extended to allow you to use the Software in the provision of payroll services to your customers, provided that the limitations on user numbers detailed on the Payment Pages apply at all times.

   f. The Payment Pages (as may be amended from time to time) are BrightPay (cloud) pricing, BrightPay Ireland Pricing, BrightPay UK pricing, and Thesaurus Payroll Manager pricing, depending on which product you’re using and where.

3. Undertakings

   a. You undertake not to:

   • i. use the Software in activity that is illegal, fraudulent, false, or misleading;
   • ii. use the Software to build or benchmark a competitive product or service, or copy any features, functions or graphics of the Software;
   • iii. use the Software in violation of any acceptable use policy or in a manner that violates applicable law, including anti-spam, export control, privacy, and anti-terrorism laws and regulations. You are solely responsible for compliance with all such laws and regulations;
   • iv. modify, decompile, reverse engineer, disassemble or otherwise determine or attempt to determine source code for the executable code of any software forming part of the Software or to create any derivative works based on the Software or allow any third party to do so (unless expressly permitted by local law);
   • v. copy any of the look and feel and/or the business logic or functionality of the software; and
   • vi. not remove any copyright or other notice contained or included in any Software.

   b. Where you are using Desktop as the Software, you undertake:

   • i. to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
   • ii. to supervise and control use of the Software, including by any party to whom you provide access to the Software, to ensure that use is at all times in compliance with the obligations placed upon you by this Agreement. You may only provide access to the Software to a person who is not your employee with our prior written permission;
   • iii. promptly upon receipt to replace the current version of the Software with any updated or upgraded version or new release provided by us;
   • iv. to include our copyright notice on all entire and partial copies of the Software in any form.

   c. Where you are using Connect or BrightPay Cloud as the Software, you undertake not to:

   • i. use the Software in a way that abuses, interferes with, or disrupts our networks,
   • ii. transmit through the Software any material that may infringe the intellectual property or other rights of third parties, and/or which is harassing, libellous, threatening, obscene, indecent, or otherwise unlawful;
   • iii. upload or transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Software in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of us or any other users of our products;
   • iv. engage in any activity that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Software, or any servers or networks connected to the Software or our security systems;
   • v. use, nor allow any third party to use any automated software, process, programme, robot, web crawler, spider, data mining, trawling, screen scraping or other similar software to gain unauthorised access to the Software.

   d. If you discover a breach of any of clauses 2.b, 2.c or 2.d you undertake to notify us promptly, and to provide such detail as we may reasonably request. You confirm that you understand that the promises you give in clauses 2.b, 2.c and 2.d are of material importance to us and that we are entering into this Agreement in reliance on these undertakings. Finally, you acknowledge that, without affecting any rights or remedies that we have, damages may not be an adequate remedy for us if you breach any of those clauses. We will be entitled to apply for the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of clauses 2.b, 2.c and/or 2.d, and that no proof of special damages shall be necessary for the enforcement of this clause.

   e. You agree that your use of the Software may be audited by us to monitor compliance with this Agreement. You also agree that we may collect telemetric information, including:

   • i. the specification and capabilities of the hardware and operating system on which the Software is installed (e.g. operation system version, screen dimensions, available computer memory, etc.);
   • ii. the type of licence in use (i.e. standard or Bureau) and the software version of the Software in use;
   • iii. anonymous statistical information about employer data files processed in the Software (e.g. data file size, number of employees, number of subcontractors, auto enrolment staging date, etc.);
   • iv. selected actions that users may take in the Software (e.g. which payment schedules are used, which pension providers are used, which bank file templates are used, etc.); and
   • v. reports of errors or crashes that may occur during the use of the Software.

   f. The data collected in accordance with clause 2.e is sent to us along with a unique token associated with your Software Licence. In no case do we collect any identifiable or personal information about employers, employees or subcontractors processed by the user. The data we obtain in this manner serves exclusively for statistical and/or billing purposes, and/or for guiding the development of our products and services.

   g. You acknowledge that all intellectual property rights in the Software, together in our trading name BRIGHTPAY, throughout the world belong either to us or to our third party licensors (each a Third Party, and all intellectual property rights belonging to Third Parties Third Party IPR), and that rights in the Software are licensed (not sold) to you. You have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement. Use of Third Party IPR may be subject to separate licence terms imposed by the relevant third party, and you undertake at all times to comply with such terms. In this Agreement intellectual property rights means copyright, database rights, patents, patent applications, patent rights, rights in designs, trademarks, trademark applications, trademark registrations, trademark rights, trade secrets and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence, all modifications, continuations, renewals and extensions of the foregoing, and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries and remedies relating to any past, present or future infringement of any of the foregoing, arising under the laws of any country, state or jurisdiction in the world.

   h. You grant us a non-exclusive and royalty-free to copy, store, share, record, transmit, display, view, print, and use any content provided by you and/on your behalf to us in the course of this Agreement (Content). You warrant to us that any such use will not infringe the Intellectual Property Rights of a third party. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of the Content. We reserve the right to withhold, remove and/or discard Content without notice to you where we reasonably determine that any Content is obscene, infringes any third party rights or law, or causes you and/or us to be in breach of this Agreement or any law or regulatory requirement.

   i. Where you permit any person, whether your employee or contractor, or (in the case of a Bureau Arrangement) an employee or contractor of your customer, to use the Software you undertake to ensure that such person does not put you in breach of this Agreement, and that such person at all times comply with the terms of any user agreement between them and us.

4. Payment

   a. The prices payable by you for the Software are as detailed on the Payment Pages detailed in clause 2.f above. If you are using Desktop, prices are charged per tax year per purchaser registered to the service. Prices for Desktop are subject to fair usage (capped at 5000 employees). For Desktop customers with over 5000 employees, prices detailed in clause 2.f above may not apply. If you are using Connect, you will pay monthly in arrears. You agree that we may charge to your credit card or other payment mechanism selected by you all amounts due and owing for the Software, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with your use of the Software.

   b. If you are using BrightPay Cloud, you will pay either a monthly or annual subscription fee which you will self-select when signing up and creating your BrightPay account.

   • i. If have selected the annual subscription, you will be entitled to a certain number of employers and employees, as detailed on your BrightPay billing tab in return for one full payment due and payable by you via Direct Debit in the first month after signing up. If you go above your entitlement of employers and/or employees in any month during the term, we will send you an invoice for this overage based on our rates as listed in https://brightsg.com/brightpay-in-the-cloud-calculator
   • ii. If you have selected the monthly subscription, you shall be charged monthly via Direct Debit based on the number of employers and employees in accordance with our rates as detailed on your BrightPay billing table and as listed in https://brightsg.com/brightpay-in-the-cloud-calculator
   • iii. Details for payment for your annual or monthly subscription together with any overage calculations shall be set up through your BrightPay account home page and taken via the payment platform Stripe.
   • iv. Direct Debit payments shall be made on the fourth day of the month or the next working day.

   c. Training is not included. We reserve the right to charge you at any time for any training we give. The amount to be charged for training will depend on the nature of the training required.

   d. Unless otherwise stated, all fees are payable in GB Pounds sterling for BrightPay UK and Euro for BrightPay Ireland. All invoices are subject to VAT at the prevailing rate and are payable before the specified due date. You agree that we may issue you with invoices in an electronic format by E-Mail or by placing the invoices in a place where you can print them at any time. As a user, you accept that these electronic invoices are our official invoices, and you will undertake to print out the invoices yourself if you require hard copies.

   e. We reserve the right to change prices at any time. However, before we do, we will provide you with prior notice and an opportunity to terminate your continued use of the Software.

   f. If we are unable to collect the fees owed by you through your selected payment mechanism, we reserve the right to take any other steps necessary to collect such fees, together with any associated costs (such as costs actually and reasonably incurred by us in such collection activity, including collection fees, court costs and legal fees). Finally, we reserve the right to charge interest at the statutory rate from time to time in force.

5. Auto-Renewal

   This clause 5 applies to you only if you are based in the Republic of Ireland. If you are based in the United Kingdom, this clause 5 does not apply.

   a. Unless you terminate the Agreement in accordance with clause 9, and subject to clause 5.b, the Agreement will automatically renew at expiry of the Initial Term and on each year thereafter (Renewal Date).

   b. We reserve the right to renew the Agreement prior to the expiry of the Initial Term. In these circumstances, we will contact you advising of the updated Renewal Date and the remainder of this clause 5 should be interpreted accordingly with the updated Renewal Date in mind.

   c. You will receive a reminder 6 weeks in advance of the Renewal Date that the Agreement is due to auto-renew. The reminder will contain information on payment and how to terminate the Agreement prior to the Renewal Date.

   d. You must terminate this Agreement 4 weeks prior to the Renewal Date to avoid payment being taken for the next year. You should notify us of your intention to terminate the Agreement by sending an email to [email protected]. Failure to so notify within 4 weeks from the Renewal Date shall lead to the Agreement being auto renewed for a further 12-month period and payment will be taken in accordance with clause 5.e. below.

   e. Prior to the Renewal Date (and on the yearly anniversary of such date) and other than as set out at clause 5.d above, payment will be taken for the next year [in accordance with the information detailed on our Payment Pages noted in clause 2.f]. The Payment Pages (as may be amended from time to time) are BrightPay (cloud) pricing, BrightPay Ireland Pricing, BrightPay UK pricing, and Thesaurus Payroll Manager pricing, depending on which product you’re using and where.

6. Warranties

   a. We warrant to you for the duration of the Agreement that:

   • i. we are entitled to grant you the licenses detailed in clause 2; and
   • ii. your use of the Software will not infringe the rights of any other party.

   b. Notwithstanding clause 4.a, you acknowledge and agree that:

   • i. the Software has not been developed to meet your individual requirements. It is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements;
   • ii. the Software may not be free of bugs or errors, and you agree that the existence of any minor errors shall not constitute a breach of this Agreement;
   • iii. the warranties in this clause 4 shall not apply to any Third Party IPR;
   • iv. the Software is provided on an “as is,” and “as available” basis, and your use of and access to the Software is at your sole risk;
   • v. we do not warrant the information or services provided in the Software, or your use of the Software generally, either expressly or implied, for any particular purpose. You acknowledge that you will take full responsibility for all the data entered and uploaded into our system as we have no control over the authority, the quality or safety of the data input and the data updates. You are solely responsible for the accuracy and completeness of your records, and you acknowledge that we will have no liability for errors, inaccuracies, omissions, or a lack of clarity in your data records;
   • vi. we are not involved in any transactions between you, your authorised users, your agents, your clients, your employees and others. Our service also excludes any investigation or payroll audit into your affairs by local tax authorities, and also excludes enquiries;
   • vii. we don’t provide financial advice, pension advice or advice on tax law or the operation of tax systems in any jurisdiction. These are complex areas upon which you should take specialist advice, and you must rely on your own investigations;
   • viii. we have the right from time to time to monitor what data is being entered or uploaded into our system. Your uploaded data may be placed in a temporary holding bin for checking and screening to ensure that it does not contain virus and non-complying items;
   • ix. we will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via the Software;
   • x. we are not a back-up service. You are responsible for taking all necessary steps to back up your data and ensuring that you maintain your primary means of business;
   • xi. we do not warrant that the Software will work on any particular device or across the network of a particular wireless service provider;
   • xii. access to and use of the Software from your device may be subject to transmission limitation, delays, or interruption due to, hardware, software or network problems as well as government or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention;
   • xiii. internet communications, including E-Mail, SMS and fax go through various internet service providers and various internet hubs before they reach you and therefore cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses. You acknowledge that if you send personal data, payslips, time sheets or any other data to us, your employees, your clients, or to anyone else via the Internet you are exposing this data to these security risks. We have no control over and accept no liability for the security of data once it leaves our server;
   • xiv. neither we nor our subsidiaries and/or affiliates will be responsible for or liable for the capabilities or reliability of your wireless service; and
   • xv. you understand that there are risks associated with using a device, including mobile applications on a device, and that in the event of theft or loss, your confidential information could be compromised.

   c. There are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

7. Liability

   a. Nothing in this Agreement shall exclude or in any way limit our liability to the extent that it cannot be excluded or limited as a matter of law.

   b. Subject to clause 5.a we shall not be liable under or in connection with this Agreement for:

   • i. any action, inaction and/or failure to perform of any third party (including any Third Party);
   • ii. loss of income;
   • iii. loss of business profits or contracts;
   • iv. business interruption;
   • v. loss of the use of money or anticipated savings;
   • vi. loss of information;
   • vii. loss of opportunity, goodwill or reputation;
   • viii. loss of, damage to or corruption of data; or
   • ix. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

   c. Subject to clause 5.a and clause 5.b, our maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to 100% of an aggregate amount equal to the payment received by us from you under this Agreement in the twelve months preceding the occurrence of your claim.

   d. You undertake at all times to mitigate any such damage or loss.

   e. You acknowledge that this Agreement allocates risk between you and us as authorised by applicable law, and that the pricing of the Software reflects this allocation of risk and the exclusions and limitations of liability contained in this Agreement. You agree that our responsibilities under this Agreement are reasonable because they reflect that:

   • i. we cannot control how, and for what purposes, you use the Software;
   • ii. we have not developed the Software specifically for you; and
   • iii. although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that the Software is problem or error free.

   f. The laws of some countries do not allow some or all of the limitations described above. If these laws apply to you, some or all of the above limitations may not apply to you, and you might have additional rights. If any remedy hereunder is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth in this Agreement shall remain in full force and effect.

8. Data Protection

   a. Each of you and we agree to comply with the terms of the appropriate Data Protection Addendum (DPA) available from our Security page.

9. Termination

   a. You agree that we in our sole discretion may terminate this Agreement, and/or your password, your account (or any part thereof), and/or use of the Software and its facilities, and (where the Software is Connect) remove and discard any Content within the Software and its facilities:

   • i. if you’re in material default of any obligation imposed by this Agreement, and in the case of a default capable of remedy, you fail to remedy such default within 30 days of receipt of our notice specifying the default and requiring its remedy;
   • ii. if you make an arrangement with or assignment in favour of your creditors or go into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or have a receiver or administrator appointed over your property or assets or any part thereof, or cease (or threaten to cease) trading (or if any analogous event occurs in your jurisdiction).

   b. You may terminate this Agreement at any time. If you cancel, you will not receive a refund for any service already paid for.

   c. Upon termination for any reason:

   • i. all rights granted to you under this Agreement shall cease;
   • ii. you must cease all activities authorised by this Agreement;
   • iii. you must immediately pay to us any sums due under this Agreement;
   • iv. you will no longer have any access rights to the account. Should you need to gain access to the account and use any of the services in our system after the account is terminated, a fresh agreement and prices must be agreed first; and
   • v. (where you are using Desktop) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

10. Notices

    a. Any E-Mails you may send to us may be monitored by us for operational or business reasons.

    b. You agree not to send us any E-Mail containing attached files or any electronic mail containing linkages which may trigger a virus. You also understand that any electronic mail containing an attached file may be automatically rejected by us.

    c. We may from time to time send you important notifications to your registered electronic mail address regarding important data updates or security alerts. You undertake to check your electronic email accounts for these notifications on a regular basis.

    d. All notices given by you to us must be given to Thesaurus Software Limited of Unit 35, Duleek Business Park, Co. Meath, A92 N15E (where we are BrightPay Ireland) or Thesaurus Software Ltd of 3 Shortlands, London, England, W6 8DA (where we are BrightPay UK). We may give notice to you at either the e-mail or postal address you provided to us or our representative when purchasing the Software.

    e. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter.

    f. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

11. General

    a. This Agreement is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent.

    b. We will not be liable or responsible for any failure to perform, or delay in performance of, any obligations under this Agreement that is caused by an event outside our reasonable control.

    c. If we fail, at any time during the term of this Agreement, to insist on strict performance of any of your obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

    d. If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

    e. This Agreement and any document expressly referred to in it represents the entire agreement between you and us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between you and us, whether oral or in writing. We each acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Agreement except as expressly stated in this Agreement.

    f. Clause and schedule headings do not affect the interpretation of this Agreement, and references to a clause or the schedule are to clauses and the schedule to this Agreement. Words in the singular include the plural and, in the plural, include the singular, and references to any gender include all genders. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to including and include(s) shall be deemed to mean respectively including without limitation and include(s) without limitation.

12. Law and Jurisdiction

    a. Where we are BrightPay UK, this Agreement is governed by English law. Any dispute arising from, or related to, any term of this Agreement shall be subject to the non-exclusive jurisdiction of the courts of England.

    b. Where we are BrightPay Ireland, this Agreement is governed by the law of the Republic of Ireland. Any dispute arising from, or related to, any term of this Agreement shall be subject to the non-exclusive jurisdiction of the courts of the Republic of Ireland.

13. Data Processing Addendum

    You can download a pre-signed copy of our Data Processing Addendum (DPA) from this link here.

Welcome to BrightManager!

We’re thrilled to have you on board. Before you dive into BrightManager, we kindly ask you to take a moment and review the following Terms and Conditions. While it might not be the most thrilling read, they are essential for both your protection and ours. They lay out the promises we make as your service provider and the responsibilities you have as our customer.

Thesaurus Software Limited (trading as Bright Software Group) Software Subscription Terms and Conditions

These are the terms and conditions (Terms and Conditions) on which we, Thesaurus Software Limited (trading as Bright Software Group) (“Bright”) supply our Subscription Services to you and for your access to, and use of, our website and our services, whether you are a guest or a registered user. Please read these Terms and Conditions carefully before you submit your order to Bright.

1. Definitions and Interpretation

   1.1 The definitions and rules of interpretation in this clause apply to these Terms and Conditions.
   Authorised Users: those individuals who are authorised by you to use the Subscription Services as set out in your Registration process or as provided for in respect of any Trial Period.

   Business Day: a day other than a Saturday, Sunday, or public holiday in Ireland when banks in Dublin are open for business.

   Commencement Date: has the meaning given to it in clause 2.1.

   Control: shall be as defined in section 11 of the Taxes Consolidation Act 1997 (as amended), and the expression change of Control shall be construed accordingly.

   Client Portal: a portal through which Authorised Users can upload Customer Data.

   Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.

   Controller, processor, data subject, personal data, personal data breach, international organisation, processing, and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

   Customer Data: the data inputted by you, your Authorised Users, or Bright on your behalf for the purpose of using the Subscription Services or facilitating your use of the Subscription Services.

   Data Protection Legislation: the Irish Data Protection Legislation and any other European Union legislation relating to personal data 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), each as amended from time to time.

   Enterprise Client: where you have purchased seven (7) or more User Subscriptions and where you have elected to become an Enterprise Client.

   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 NIS Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), and the European Union (Measures for a High Common Level of Security of Network and Information Systems) Regulations 2018 (SI 360/2018), all as amended or updated from time to time.

   Initial Subscription Term: the applicable initial term for the provision of Subscription Services commencing on expiry of the Trial Period.

   Monthly Subscriber: where you purchase Subscription Services on a monthly basis.

   Normal Working Hours: 9am-5:30pm on Monday to Thursday and 9am-4:30pm on Friday (save for Irish public holidays).

   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 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.

   Subscription Services: the subscription services provided by Bright to you during the Trial Period and the Subscription Term under these Terms and Conditions via Bright’s website or the Client Portal or any other website notified to you by Bright from time to time.

   Software: the online software applications provided by Bright to you as part of the 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 (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 Subscription Services free of charge subject to these Terms and Conditions, and the term Trial shall be construed accordingly.

   Irish Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in Ireland including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; and the European Communities (Electronic Communications Networks and Services) Regulations 2011 (SI 336/2011), each as amended from time to time.

   User Subscriptions: your guest subscription which allows access to and use of the services during any Trial Period and the user subscriptions purchased by you pursuant to clause 11.1 which entitle Authorised Users to access and use the 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.

   1.2 A person includes an individual, corporate, or unincorporated body (whether or not having separate legal personality).

   1.3 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.

   1.4 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.

   1.5 A reference to writing or something being written includes e-mail.

2. Basis of Contract and Registration

   2.1 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 Subscription Services, at which point and on which date these Terms and Conditions shall apply (“Commencement Date”).

   2.2 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.

   2.3 Any discounts given by Bright shall only be valid 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 an offer period, the discount shall only apply until such cancellation or conversion date and no further discount shall be available to you.

   2.4 To be able to use the Subscription Services, you must have successfully completed the Registration process. If you have not done so already, please click https://manager.brightsg.com/signup to Register.

   2.5 You warrant and undertake to provide accurate, up to date and complete information during the Registration process. If there are any changes to your information, you must promptly notify us in writing.

   3. Trial Period and Subscription Term

   3.1 You may use the Subscription Services for the Trial Period pursuant to these Terms and Conditions.

   3.2 You are only permitted to one (1) free Trial of the Subscription Services. Bright may terminate your account if you breach, or attempt to breach this clause 3.2.

   3.3 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 Ireland and which must be provided upon Registration, including registered Irish address and phone number.

   3.4 A Trial Period may be extended at Bright’s sole discretion and in accordance with the provisions of this clause 3.

   3.5 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 unless otherwise terminated in accordance with clause 16.

   3.6 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 unless otherwise terminated in accordance with clause 16.

   4. User subscriptions

   4.1 For the duration of any Trial Period and where you are purchasing the User Subscriptions in accordance with clauses 5.3 and 11.1 and subject to you complying with the restrictions set out in this clause 4 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 sublicences, to permit the Authorised Users to use the Subscription Services during the Subscription Term solely for your internal business operations.

   4.2 In relation to the Authorised Users, you undertake that:

   (a) the maximum number of Authorised Users that you authorise to access and use the Subscription Services shall not exceed the number of User Subscriptions you have purchased from time to time;

   (b) 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 Subscription Services;

   (c) each Authorised User shall keep a secure password for his use of the Subscription Services and each Authorised User shall keep his password confidential;

   (d) 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 or times;

   (e) you shall permit Bright or Bright’s designated auditor to audit your use of the Subscription Services in order to establish the name and password of each Authorised User and your data processing facilities to audit compliance with these Terms and Conditions. Each such audit may be conducted no more than once per quarter, at Bright’s expense;

   (f) if any of the audits referred to in clause 4.2(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, you shall immediately disable such passwords and Bright shall not issue any new passwords to any such individual; and

   (g) if any of the audits referred to in clause 4.2(e) reveal that you have underpaid Subscription Fees to Bright, then without prejudice to Bright’s other rights, 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 order within seven (7) Business Days of the date of the relevant audit.

   4.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Subscription Services that:

   (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

   (b) facilitates illegal activity;

   (c) depicts sexually explicit images;

   (d) promotes unlawful violence;

   (e) is discriminatory based on age, race (including colour, nationality, ethnic or national origin), gender, religious belief, sexual orientation, disability, civil or family status, or membership of the Traveller community; or

   (f) 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 and remedies, to disable your access to any material that breaches the provisions of this clause.

   4.4 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:

   (a) 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

   (b) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software; or

   (c) access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services; or

   (d) use the Subscription Services to provide Subscription Services to third parties; or

   (e) subject to clause 18.10, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except the Authorised Users, or

   (f) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this clause 4; or

   (g) introduce or permit the introduction of, any Virus or Vulnerability into Bright’s network and information systems.

   4.5 You warrant and undertake to prevent any unauthorised access to, or use of, the Subscription Services and, in the event of any such unauthorised access or use, to immediately notify Bright.

   4.6 The rights provided under this clause 4 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.

   5. Additional user subscriptions

   5.1 Subject to the remainder of this clause, you may, from time to time during any Subscription Term, purchase additional User Subscriptions. Access to the Subscription Services shall be available to such additional Authorised Users in accordance with the provisions of these Terms and Conditions.

   5.2 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.

   5.3 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).

   6. Subscription Services

   6.1 Bright shall, during the Subscription Term, provide the Subscription Services to you subject to these Terms and Conditions.

   6.2 Bright shall use reasonable endeavours to make the Subscription Services available to you. You acknowledge that (i) Bright does not guarantee that the Subscription Services will always be available or uninterrupted; and (ii) Bright shall not be liable to you if the Subscription Services are unavailable at any time for any period. Bright shall use reasonable endeavours to perform any bug fixes or new releases of the Software outside of Normal Working Hours.

   6.3 Bright shall during the Subscription Term provide you with Bright’s Standard Customer Support Services during Normal Working Hours.

   6.4 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 11 will be debited before commencement of the additional support services.

   7. Customer data

   7.1 You are the data Controller and Bright is the data Processor for the purposes of the processing of Protected Data. Bright shall process Protected Data in accordance with this clause 7 of these Terms and Conditions.

   7.2 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.

   7.3 Instructions

   7.3.1 Bright 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).

   7.3.2 If Bright believes that any instructions received from you are likely to infringe the Data Protection Legislation, it shall inform you and be entitled to cease to provide the Subscription Services until the parties have agreed appropriate amended instructions which are not infringing.

   7.4 Security

   7.4.1. In accordance with the Irish Data Protection Legislation, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Bright shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(a) to (d) of the GDPR.

   7.5 Sub-processing and Personnel

   7.5.1 Bright shall:

   (a) not permit any processing of Protected Data by any Sub-Processor or other third party (except its personnel) without your written authorisation;

   (b) appoint each Sub-Processor under a written contract containing materially the same obligations as in these Terms and Conditions in respect of Protected Data;

   (c) 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

   (d) 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.

   7.6 Assistance

   7.6.1 Bright shall (at your cost):

   (a) assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under Data Protection Legislation) taking into account the nature of the processing and information available to Bright;

   (b) 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 GDPR (and any similar obligations under applicable Data Protection Legislation) in respect of any Protected Data; and

   (c) 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 without your written approval and in accordance with your instructions unless and to the extent required by law.

   7.7 International Transfers

   7.7.1 Bright does not process and/or transfer, or otherwise directly or indirectly disclose any Protected Data in or to countries outside the European Economic Area or the United Kingdom. If we do so in the future, we will ensure that any such transfers comply with applicable Data Protection Legislation.

   7.8 Records and Audit

   7.8.1 Bright shall (at your cost), in accordance with Data Protection Legislation, make available to you such information that is in its possession or control as is necessary to demonstrate Bright’s compliance with its obligations under these Terms and Conditions. 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 reasonably 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.

   7.9 Breach

   7.9.1 Bright shall notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Personal Data.

   7.10 Deletion/Return

   7.10.1 Bright shall, 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 we are required by applicable law to store the Protected Data.

   7.11 Data Processing Details

   7.11.1 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:

   1. Subject Matter of Processing

   Bright will process Protected Data in order to perform its obligations under these Terms and Conditions.

   2. Duration of the Processing

   Bright will process the Protected Data for the term of the Subscription Services (and any exit period) and thereafter as long as Bright is required to process any Protected Data pursuant to applicable law.

   3. Nature and Purpose of the Processing

   The nature and purpose of the processing of the Protected Data will be to perform its obligations under these Terms and Conditions.

   4. Types of Personal Data

   The types of Protected Data will be as follows:

   – Full Name

   – Date of Birth

   – Deceased Date

   – Postal Address

   – Marital Status

   – Nationality

   – National Insurance Number

   – Email Address

   – Telephone Number

   – Mobile Number

   – Social Media Profiles

   – Website

   – Business contact details

   5. Categories of Data Subjects

   – Customers

   – Business Contacts

   – End Users

   6. Specific Processing Instructions

   Core to Bright is the ability to store your 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.

   7.12 You shall own all right, title, and interest in and to all Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Customer Data.

   8. Third party providers

   The Subscription Services may enable you to access third party websites and purchase products and other services from third parties via such third-party websites. You acknowledge that you may do so at your own risk. Bright makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transactions completed via any third-party website is between you and the relevant third party, and not Bright.

   9. Bright’s obligations

   9.1 Bright shall use reasonable endeavours to ensure the Subscription Services will be performed with reasonable care and skill.

   9.2 Clause 9.1 shall not apply to the extent of any non-conformance which is caused by your use of the Subscription Services and is contrary to Bright’s instructions, or modification or alteration of the Subscription Services by any party other than Bright or Bright’s duly authorised contractors or agents.

   9.3 Bright does not warrant that (i) your use of the Subscription Services will be uninterrupted or error-free; (ii) the Subscription Services, and/or the information obtained by you through the Subscription Services will meet your requirements; (iii) the Subscription Services will be free from Vulnerabilities; or (iv) the Subscription Services will comply with any Heightened Cybersecurity Requirements.

   9.4 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 Subscription Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

   9.5 Bright may enter into similar agreements with third parties and independently develop, use, sell or licence documentation, products and/or Subscription Services which are similar to those provided under these Terms and Conditions.

   9.6 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.

   10. Your obligations

   You shall:

   (a) provide Bright with:

   (i) all necessary co-operation in relation to these Terms and Conditions; and

   (ii) all necessary access to such information as may be required by Bright;

   in order to provide the Subscription Services, including but not limited to Customer Data, security access information and information to configure the Subscription Services;

   (b) without affecting your other obligations under these Terms and Conditions, comply with all applicable laws and regulations with respect to your activities under these Terms and Conditions;

   (c) 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;

   (d) ensure that the Authorised Users use the 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;

   (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Bright, your contractors and agents to perform their obligations under these Terms and Conditions, including without limitation the Subscription Services;

   (f) ensure that network and systems comply with the relevant specifications provided by Bright from time to time; and

   (g) be, to the extent permitted by 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.

   11. Charges and payment

   11.1 You shall pay the Subscription Fees to Bright for the User Subscriptions in accordance with this clause 11. The Subscription Fees are payable:

   (a) monthly in advance by you if you are a Monthly Subscriber; or

   (b) annually in advance by you if you are an Enterprise Client or where you have elected to pay annually.

   11.2 You shall make payment for 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.

   11.3 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.

   11.4 Your account will be blocked if your payment is declined, three (3) or more times in three consecutive days from the date payment is due or where you provide incorrect credit or debit card details.

   11.5 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.

   11.6 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 any subsequent Renewal Period until the Subscription Term is terminated in accordance with clause 16.

   11.7 Additional services to be provided by Bright shall only be delivered following receipt of payment and in accordance with the provisions of this clause 11.

   11.8 If your payment is not recoverable under this clause 11, the provisions of clause 16 shall apply.

   11.9 All amounts and fees stated or referred to in these Terms and Conditions and on Bright’s website at https://brightsg.com/brightmanager/tos-manager (i) shall be payable in euro; (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 invoice(s) at the appropriate rate.

   11.10 Bright shall be entitled to increase the Subscription Fees and any fees payable in respect of the additional User Subscriptions purchased pursuant to clause 5.3 on giving thirty (30) days’ notice. Such increase shall be payable in accordance with clause 11 above.

   12. Proprietary rights

   12.1 You acknowledge and agree that Bright and/or its licensors own all intellectual property rights in the Subscription Services. Except as expressly stated herein, these Terms and Conditions do not grant you any rights to, under or in any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Subscription Services.

   13. Confidentiality

   13.1 Neither party shall during the Subscription Term, and for a period of two (2) years after termination of these Terms and Conditions, disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 13.2.

   13.2 Each party may disclose the other party’s Confidential Information:

   (a) 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 13; and

   (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

   13.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

   14. Indemnity

   14.1 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 Subscription Services.

   15. Limitation of liability

   15.1 Except as expressly and specifically provided in these Terms and Conditions:

   (a) you assume sole responsibility for results obtained from your use of the 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 Subscription Services, or any actions taken by Bright at your direction;

   (b) 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

   (c) the Subscription Services are provided to you on an “as is” basis.

   15.2 Nothing in these Terms and Conditions excludes the liability of either party:

   (a) for death or personal injury caused by the other party’s negligence; or

   (b) for fraud or fraudulent misrepresentation; or

   (c) for wilful misconduct.

   15.3 Subject to clause 15.1 and clause 15.2:

   (a) 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

   (b) 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.

   16. Term and Termination

   16.1 These Terms and Conditions shall, unless otherwise terminated as provided in this clause 16, commence on the Commencement Date and shall continue for the Initial Subscription Term and any subsequent Renewal Period unless:

   (a) in the case of Enterprise Clients or where you have elected to pay annually, you notify us at least one month before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms and Conditions shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;

   (b) in the case of Monthly Subscribers, you are required to notify us at least one month before the end of the Initial Subscription Term following which we shall terminate your account after the next billing date; or

   (c) otherwise terminated in accordance with the provisions of these Terms and Conditions.

   16.2 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:

   (a) 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 that party being notified in writing to do so;

   (b) you take any step or action in connection with entering bankruptcy, 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;

   (c) you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of the business; or

   (d) 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.

   16.3 Without affecting any other right or remedy available to it, Bright may at its discretion, terminate these Terms and Conditions with immediate effect by giving written notice to you if:

   (a) you fail to pay any amount due under these Terms and Conditions on the due date for payment;

   (b) become subject to any of the events listed in clause 16.3(b) to clause 16.3(d) or Bright reasonably believes that your business is about to become subject to any of them;

   (c) you are a competitor of Bright;

   (d) there is a change of Control to your business.

   16.4 On termination of these Terms and Conditions for any reason:

   (a) all licences granted under these Terms and Conditions shall immediately terminate and you shall immediately cease all use of the Subscription Services;

   (b) you shall return and make no further use of any equipment, property, documentation, and other items (and all copies of them) belonging to Bright;

   (c) 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 agreement which existed at or before the date of termination shall not be affected or prejudiced; and

   (d) you shall immediately pay Bright all of Bright’s outstanding unpaid invoices and interest and, in respect of the 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.

   17. 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.

   18. General Provisions

   18.1 In the event of any inconsistency between any other terms and these Terms and Conditions, these Terms and Conditions shall prevail.

   18.2 No variation of these Terms and Conditions shall be effective unless it is approved by Bright.

   18.3 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.

   18.4 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.

   18.5 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.

   18.6 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.

   18.7 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.

   18.8 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.

   18.9 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 its rights or obligations under these Terms and Conditions.

   18.10 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.

   18.11 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.

   18.12 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).

   18.13 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 express 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 Bright Limited, (trading as Bright Software Group), Unit 35, Duleek Business Park, Co. Meath A92 N15E, Ireland.

   18.14 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 express 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 that delivery service.

   19. Governing law

   These Terms and Conditions 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 Ireland.

   Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

BTCSoftware Limited t/a Bright Software Group (“Bright”, “we”, “our”) Subscription Terms and Conditions

These are the Terms and Conditions on which we, Bright, supply our BrightTax Subscription Services to you our customer (“you”, “You”, “your” and/or “Customer” as appropriate) and for your access to, and use of, our website and our services, whether you are a guest or a registered user. Please read these Terms and Conditions carefully before you submit your order to Bright.

1. Definitions and Interpretation

   1.1 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 BrightTax 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.

BrightTax 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/brighttax-terms-and-conditions) 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:

(a) 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
(b) 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 BrightTax 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 Data: the data inputted by you, your Authorised Users, or Bright on your behalf for the purpose of using the BrightTax Subscription Services or facilitating your use of the BrightTax Subscription Services.

Data Protection Legislation: the UK 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.

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), all as amended or updated from time to time.

Initial Subscription Term: the applicable initial term for the provision of BrightTax Subscription Services commencing on expiry of the Trial Period.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trademarks 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.

Monthly Subscriber: where you purchase BrightTax 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).

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 BrightTax 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 BrightTax 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 (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 BrightTax 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 14.1 which entitle Authorised Users to access and use the BrightTax 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.

1.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.3 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.

1.4 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.

1.5 A reference to writing or something being written includes e-mail.

2. Basis of Contract and Registration

2.1 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 BrightTax Subscription Services, from which date these Terms and Conditions shall apply (“Commencement Date”).

2.2 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.

2.3 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.

2.4 To be able to use the BrightTax Subscription Services, you must have successfully completed the Registration process. If you have not done so already, please contact [email protected] to register.

2.5 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.

3. Trial Period and Subscription Term

3.1 If we agree to offer you a Trial of the BrightTax Subscription Services, you may use the BrightTax Subscription Services for the Trial Period pursuant to these Terms and Conditions.

3.2 You are only permitted to one (1) free Trial of the BrightTax Subscription Services. Bright may terminate your account if you breach, or attempt to breach this clause 3.2.

3.3 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 which must be provided upon Registration, including registered UK address and phone number.

3.4 A Trial Period may be extended at Bright’s sole discretion and in accordance with the provisions of this clause 3.

3.5 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 18.

3.6 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 18.

4. Pricing

4.1 The Subscription Fees payable by you during the Subscription Term for the BrightTax Subscription Services are stated in the Pricing section of Bright’s website ([URL to be inserted]) 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.

5. User subscriptions

5.1 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 6.3 and 14.1 and subject to you complying with the restrictions set out in this clause 5 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 BrightTax Subscription Services during the Trial Period and/or Subscription Term (as applicable) solely for your internal business operations.

5.2 In relation to the Authorised Users, you undertake that:

(a) the maximum number of Authorised Users that you authorise to access and use the BrightTax Subscription Services shall not exceed the number of User Subscriptions you have purchased from time to time;
(b) 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 BrightTax Subscription Services;
(c) each Authorised User shall keep a secure password for his use of the BrightTax Subscription Services and each Authorised User shall keep his password confidential;
(d) 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;
(e) you shall permit Bright or Bright’s designated auditor to audit (i) the BrightTax Subscription Services, in order to establish the name 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;
(f) if any of the audits referred to in clause 5.2(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
(g) if any of the audits referred to in clause 5.2(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.
5.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the BrightTax Subscription Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) 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 and delete any material that breaches the provisions of this clause.

5.4 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:

(a) 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
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(c) access all or any part of the BrightTax Subscription Services in order to build a product or service which competes with the BrightTax Subscription Services; or
(d) use the BrightTax Subscription Services to provide BrightTax Subscription Services to third parties; or
(e) subject to clause 20.9, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the BrightTax Subscription Services available to any third party except the Authorised Users, or
(f) attempt to obtain, or assist third parties in obtaining, access to the BrightTax Subscription Services, other than as provided under this clause 5; or
(g) introduce or permit the introduction of, any Virus or Vulnerability into Bright’s network and information systems.
5.5 You warrant and undertake to prevent any unauthorised access to, or use of, the BrightTax Subscription Services and, in the event of any such unauthorised access or use, immediately notify Bright.

5.6 The rights provided under this clause 5 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.

6. Additional user subscriptions

6.1 Subject to the remainder of this clause, you may, from time to time during any Subscription Term, purchase additional User Subscriptions. Access to the BrightTax Subscription Services shall be available to such additional Authorised Users in accordance with the provisions of these Terms and Conditions.

6.2 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.

6.3 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).

7. BrightTax Subscription Services

7.1 Bright shall, during the Subscription Term, provide the BrightTax Subscription Services to you subject to these Terms and Conditions.

7.2 Bright shall use reasonable endeavours to make the BrightTax Subscription Services available to you. You acknowledge that (i) Bright does not guarantee that the BrightTax 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 BrightTax 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.

7.3 Bright shall during the Subscription Term provide you with Bright’s Standard Customer Support Services during Normal Working Hours.

7.4 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 14 will be debited before commencement of the additional support services.

7.5 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.

8. Customer data

8.1 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 9 of these Terms and Conditions.

8.2 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.

9. Data Protection

9.1 Each of you and we agree to comply with the terms of the appropriate Data Protection Addendum (DPA) available from our Security page.

10. Intellectual Property

10.1 You acknowledge and agree that Bright owns all Intellectual Property Rights in the BrightTax Subscription Services, Software and Bright Data (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 BrightTax Subscription Services, Software or Bright Data (other than Customer Data inputted by you).

10.2 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 BrightTax Subscription Services and you shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Customer Data.

11. Third party providers

The BrightTax Subscription Services may enable you to access third-party websites and purchase products and BrightTax Subscription Services from third-parties via such third-party websites, and that you do so solely at your own risk. Bright makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third-party. Any contract entered into and any transactions completed via any third-party website is between you and the relevant third party, and not Bright. Bright recommends that the Customer refers to the third-party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Bright does not endorse or approve any third-party website nor the content or suitability for purpose of any of the third-party website made available via the BrightTax Subscription Services.

12. Bright’s obligations

12.1 Bright shall use reasonable endeavours to ensure the BrightTax Subscription Services will be performed with reasonable care and skill.

12.2 Clause 12.1 shall not apply to the extent of any non-conformance which is caused by your use of the BrightTax Subscription Services and is contrary to Bright’s instructions, or modification or alteration of the BrightTax Subscription Services by any party other than Bright or Bright’s duly authorised contractors or agents.

12.3 Bright does not warrant that (i) your use of the BrightTax Subscription Services will be uninterrupted or error-free; (ii) the BrightTax Subscription Services, and/or the information obtained by you through the BrightTax Subscription Services will meet your requirements; (iii) the BrightTax Subscription Services and/or the Software will be free from Vulnerabilities; or (iv) the BrightTax Subscription Services and/or the Software will comply with any Heightened Cybersecurity Requirements.

12.4 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 BrightTax Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

12.5 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.

12.6 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.

13. Your obligations

You shall:

(a) provide Bright with:

(i) all necessary co-operation in relation to these Terms and Conditions; and
(ii) all necessary access to such information as may be required by Bright;
in order to provide the BrightTax Subscription Services, including but not limited to Customer Data, and security access information and configuration assistance;

(b) 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;

(c) 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;

(d) ensure that the Authorised Users use the BrightTax 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;

(e) 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 BrightTax Subscription Services;

(f) ensure that your network and systems comply with the relevant specifications provided by Bright from time to time; and

(g) 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 centers, 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.

14. Charges and payment

14.1 You shall pay the Subscription Fees to Bright for the User Subscriptions in accordance with this clause 14. The Subscription Fees are payable:

(a) monthly in advance by you if you are a Monthly Subscriber; or
(b) annually in advance by you if you are an Enterprise Client or where you have elected to pay annually.
14.2 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.

14.3 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.

14.4 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 BrightTax 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 BrightTax Subscription Services while amounts due by you to Bright remain unpaid.

14.5 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.

14.6 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 18.

14.7 Additional services to be provided by Bright shall only be delivered following receipt of payment and in accordance with the provisions of this clause 14.

14.8 If your payment is not recoverable under this clause 14, the provisions of clause 18 shall apply.

14.9 All amounts and fees stated or referred to in these Terms and Conditions and on Bright’s website at https://brightsg.com/en-gb/brighttax-terms-and-conditions (i) shall be payable in Pounds Sterling or Euro (as applicable); (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.

14.10 Bright shall be entitled to increase the Subscription Fees and any fees payable in respect of the additional User Subscriptions purchased pursuant to clause 6.3 on giving thirty (30) days’ notice. Such increase shall be payable in accordance with this clause 14.

15. Confidentiality

15.1 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 15.2.

15.2 Each party may disclose the other party’s Confidential Information:

(a) 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 15; and/or
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

16. Indemnity

16.1 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 BrightTax Subscription Services.

17. Limitation of liability

17.1 Except as expressly and specifically provided in these Terms and Conditions:

(a) you assume sole responsibility for results obtained from your use of the BrightTax 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 BrightTax Subscription Services, or any actions taken by Bright at your direction;
(b) 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
(c) the BrightTax Subscription Services are provided to you on an “as is” basis.
17.2 Nothing in these Terms and Conditions excludes the liability of either party:

(a) for death or personal injury caused by the other party’s negligence; or
(b) for fraud or fraudulent misrepresentation.
17.3 Subject to clause 17.1 and clause 17.2:

(a) 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
(b) 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.
17.4 Nothing in these Terms and Conditions excludes the liability of the Customer for any breach, infringement or misappropriation of Bright’s Intellectual Property Rights.

18. Term and Termination

18.1 These Terms and Conditions shall, unless otherwise terminated as provided in this clause 18, commence on the Commencement Date and shall continue for the Initial Subscription Term and any subsequent Renewal Period(s).

18.2 You may terminate the BrightTax Subscription Services (and, subject to clause 18.4(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 BrightTax 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.

18.3 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:

(a) 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;
(b) 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;
(c) you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;
(d) 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;
(e) you fail to pay any amount due under these Terms and Conditions on the due date for payment;
(f) you are, or become, a competitor of Bright; or
(g) you undergo a Change of Control.
18.4 On termination of these Terms and Conditions for any reason:

(a) all licences granted under these Terms and Conditions shall immediately terminate and you shall immediately cease all use of the BrightTax Subscription Services;
(b) you shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to Bright;
(c) 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;
(d) you shall immediately pay Bright all of Bright’s outstanding unpaid invoices and interest and, in respect of the BrightTax 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;
(e) 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;
(f) 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.
19. 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.

20. General provisions

20.1 In the event of any inconsistency between any other terms and these Terms and Conditions, these Terms and Conditions shall prevail.

20.2 No variation of these Terms and Conditions shall be effective unless it is approved by Bright.

20.3 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.

20.4 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.

20.5 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.

20.6 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.

20.7 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.

20.8 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.

20.9 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.

20.10 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.

20.11 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.

20.12 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.

20.13 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, or sent by email to the other party to its email address, which for you, shall be included in your Registration and for Bright is:

Thesaurus Software Ltd. (t/a Bright Software Group),
3 Shortlands,
London W6 8DA,
England

[email protected]

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.

20.14 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. A notice delivered by email shall be deemed to have been received at the time of transmission, for you to the email address included in your Registration, and for Bright to the email address at clause 20.13 above.

21. Governing law and jurisdiction

21.1 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.

21.2 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).

Welcome to BrightAccountsProduction!

We’re thrilled to have you on board. Before you dive into BrightAccountsProduction, we kindly ask you to take a moment and review the following Terms and Conditions. While it might not be the most thrilling read, they are essential for both your protection and ours. They lay out the promises we make as your service provider and the responsibilities you have as our customer.

1. PARTIES

This Subscription Agreement is made between Surf Accounts Limited, (t/a   BrightAccountsProduction (“BrightAP”). “We”, “us” or “our” expressions will include our Third Party Providers, Successors, Subsidiaries, Agents and Assigns) AND “you” as or on behalf of the “Subscriber” and your “Authorised Users” once you have subscribed online for our services and provided us with details of who you and your Authorised Users are in your Registration Details completed as part of your subscription for the services covered by this Agreement and is subject to your continued payment of the appropriate Subscription Charges (as defined in Clause 2 below). Unless separately specified, we and you are jointly referred to as the “Parties” in this Agreement.

2. DEFINITIONS

In this Agreement, the following expressions will have the following meanings:

a. ‘Agreement‘ and/or ‘Subscription Agreement’ means these terms and conditions together with your Registration Details and any additional or amended agreements, terms, conditions or licenses, either attached or later added or adopted, whether accepted by click-wrap by you, or entered into by the Parties by ‘wet ink’, digitally, electronically, and/or concluded by exchange of email between the Parties or agreed constructively by you via shrink-wrap, web-wrap, click-wrap, click-through licenses (all of which will be deemed to be part of the Registration Details ) or by you using or continuing to use the Services.

b. ‘Authorised Users’ means your employees, agents, contractors or advisers who are authorised by you to use the Services.

c. ‘Registration Details’ means the specific details which you have completed in our online registration form when you subscribed for the Service. This contains your details, the Services and Software selected by you, the maximum number of Authorised Users that may access and use the Services on your login, Subscription Charges based on that number, server storage space, (if applicable), which you estimate you will need for your use and such other details as we may require.

d. ‘Services’ means the Cloud-based software subscription services made accessible to you and your Authorised Users by us via our website https://brightsg.com/accounts-production. The Services are specifically detailed on our website, in the relevant Subscriber/User information or the Product Features section and/or as selected by you in your online Registration Details.

e. ‘Software’ means the software IT element of the Services which will allow you an access to the parts of the Service selected by you and/or other software (but excluding software provided by Third Parties) which is required for access, use and/or support of the Services and is software provided by us as part of the Services.

f. ‘Subscription Charges’ means those fees and charges which are payable by you to us for the Services selected by you including, but not limited to the license fee to use the BrightAP Software and (wherever applicable) for use of other products, features and/or services whether our own or those of Third Party Providers. Fees and charges can also be levied based on the number of Authorized Users, Data Storage usage and other variables as specified by you in the Registration Details.

g. ‘Subscriber Data’ means all information related to you and your Authorised Users’, transaction details, data, content, trademarks, product lists, customer and supplier details, prices and other data or material (but not our template designs and formats) created by you or your Authorised Users in whatever format through using the Services in accordance with this Agreement and which is owned by you or, at your option, by your Authorised Users.

h. ‘Term’ has the meaning, as set out in Clause 17 below.

i. ‘Third Party Providers‘ means parties, other than us, that provide any part of or access to the Services that are integrated with and accessible via BrightAP’s cloud-based Subscription Agreement. To use these Third-Party Provider services the Subscriber may have to enter into a separate contractual agreement with or accept the terms and conditions of the Third-Party Provider. The Subscriber is liable to the Third-Party Provider for the payment of any charges or fees levied to access or use their part of the Services unless such fees are incorporated into the BrightAP Fees and Charges. We also reserve the right to enter into a fee-sharing arrangement with a Third-Party Provider in respect of any business introduced directly or indirectly by us. Details of the Third-Party services available to Subscribers can be accessed in the User/Subscriber information or the product features section of the BrightAP website.

3. SUBSCRIPTION TO THE BRIGHTAP CLOUD-BASED SERVICES

a. Upon acceptance of the terms and conditions of this Agreement by you clicking the “Accept” button or whether we mutually agree to accept this Agreement in any other manner whether in ‘wet ink’, digitally, electronically or concluded by exchange of email, followed by payment of the appropriate Subscription Charges in the manner stipulated in the Registration Details, we, hereby grant to you a non-exclusive, non-transferrable and revocable subscription right and the license to access and use the Services for yourself and by each of your Authorised Users solely for your own internal business during the Term of this Agreement.

b. To access and use the Services, we will provide you with a secure login through which you and your Authorised Users will be required to create unique usernames and passwords. You are solely responsible for safeguarding the same and undertake to indemnify us in the event we suffer any loss or damage whatsoever because of the use, misuse or negligent use or disclosure of the same by you or your Authorised Users.

c. We may provide you with other materials from time to time, necessary for use and/or support of the Services including software, “Apps”, instruction guides, training, support procedures, documentation, information sheets and other materials. You will implement/comply with our directions for the use/implementation of the same.

d. Where Software is required by you to access and use the Services, including but not limited to a mobile phone “App” (where available), we (and/or where applicable, our Third-Party Providers) hereby grant and you hereby accept a non-exclusive, non-transferable and revocable license to use the Software or App solely for the purposes of accessing and using the Services subscribed by you and covered by this Agreement. We may update the Software or App from time to time with or without notice to you but which you will be able to read and to click “Accept” on next use.

e. To the extent necessary to provide the Software and Services to you in the manner contemplated by this Agreement, you hereby grant us and (wherever applicable), our Third Party Providers, a worldwide, royalty-free and non-exclusive licence to access your computer systems, devices and software connected to the Services as well as your Subscriber Data and/or to use, reproduce, distribute, adapt, vary, modify or translate your Subscriber Data, together with all necessary other rights including but not limited to changing the size, shape or format of your Subscriber Data to better store, host or display it to you and your Authorised Users, and to protect you, your Authorised Users and the Services from abuse, misuse, hacking, interception and improve the Services and our products generally.

4. SUBSCRIBER AND AUTHORISED USERS’ USE OF THE SERVICES

a. You have set out in the Registration Details, the maximum number of Authorised Users who may access and use the Services and have paid the Subscription Charges based on that number. If this is exceeded or is required by you to be increased, then you must notify us and pay the additional charges relating to the same from the date of the first exceeded use. We may deny you access to the Services in accordance with clauses 7(c) and 9(e) as well as other provisions of this Agreement, until these defaults are rectified.

b. You will be solely responsible and liable for your own use and for that of each Authorised User of the Services and will keep an up-to-date record of all such users and ensure that they are trained in the use of the Services including but not limited to password confidentiality, change frequency and site security.

c. You will not yourself and will ensure that no Authorised User will input, access, store, transmit or distribute any viruses or malicious, illegal or harmful content or content that may cause distress, injury or damage to any person or property.

d. You will not yourself and will ensure that no Authorised User will attempt to disable, copy, duplicate, reverse engineer, extract, download, distribute, frame or re-publish any part or whole of the Services, Software, documentation, guides or other proprietary information or any database of information which may be available by access to/extraction from or by use of the Services including but not limited to Third Party Provider services.

5. SUBSCRIBER DATA

a. You retain all ownership of and intellectual property rights to your Subscriber Data to the extent that you own the same.

b. You are solely responsible for the security, confidentiality, legality, accuracy, completeness and use of the Subscriber Data and you undertake to comply with your data protection legislative obligations and to indemnify us fully if we or any of our Third-Party Providers suffer any loss or damage whatsoever because of your use of the Services and your Subscriber Data in accordance with clause 16 below.

c. You will be solely responsible for making regular back-ups of your Subscriber Data.

6. IF WE HOST YOUR SUBSCRIBER DATA

Where we are hosting your Subscriber Data:

a. You will have a secure area in the BrightAP system to access, use and store your Subscriber Data. You are solely responsible for using a secure, encrypted connection to communicate with the BrightAP Services always.

b. You grant us the permission to host, store and back-up the Subscriber Data in whatever manner we deem appropriate and to carry out all such tasks necessary to provide the Services in accordance with this Agreement including but not limited to the rights specified in clause 3(e) above.

c. You undertake for yourself and for each of your Authorised Users not to upload any virus or other malware or perform or allow any of the acts referred to in clause 4(c) or (d) above into the Services or the BrightAP system and acknowledge that you will be solely liable for all loss or damage caused to us or to our other subscribers, clients, Third Party Providers and other providers to the Services or system which are affected by your contravention of this provision or any other provision in this Agreement.

d. Where we are processing any of your Subscriber Data on behalf of you, both of us as the parties to this Agreement agree that you will be the ‘data controller’ and we will be the ‘data processor’ under the applicable data protection legislation and for such purposes you warrant that you are fully and legally entitled to create, use, store and disclose your Subscriber Data to us and that you have obtained all necessary consent of the parties whose data you maintain for the purposes of this Agreement and that we may transfer, store, copy or process such data outside the EEA if necessary, in order to provide the Services.

e. You have selected in the Registration Details, the server storage space which you estimate that you will need for your use. If this is exceeded or about to be exceeded, we will advise you and you will be required to increase the storage and pay any additional fees due.

f. We use the cloud hosting services of a reputable Third-Party Provider and the details of their terms and conditions, which will be accessible to you on our website and will relate to all aspects of hosting, storage, connectivity, security and privacy applicable to you, your Authorised users and your Subscriber Data.

7. ACCOUNT AND ACCESS DATA

a. You are solely responsible for ensuring that all Registration Details and contact information supplied to us are true and accurate always and are kept updated by you. By so doing, you consent to receive and transact with us and our Third-Party Providers by electronic communications. You agree that we and/or our Third-Party Providers may send electronic communications relating to the Services, Software, other products and services, documentation, upgrades or support.

b. You are also solely responsible for ensuring the security and confidentiality of all user names, passwords and/or other login information used by you in any way in relation to the Services, Software, documentation, support and/or upgrades (“AA Data”) and you undertake to prevent unauthorised access or use of the same. You will be solely liable to us for any breach of this provision and for all and any loss which we and/or our Third-Party Providers may suffer because of such breach.

c. You agree that we will have the right to deny you or any Authorised User or other party using the AA Data, access to the Services, the Software, documentation or other services which we have reason to believe is unauthorised or non-compliant or if you exceed the limit on your storage or file size allowed by the Services.

d. Notwithstanding your obligation to keep the information updated and to protect the security and confidentiality of the same, you hereby grant to us and our relevant Third Party Providers permission to obtain and use your Subscriber Data and other information which we deem necessary for the proper performance of the Services including but not limited to Subscriber IP address(es), company name, Licence number(s), location, Registration Details, etc., to enable us to provide the Software and Services efficiently and to monitor the use of the same for security and compliance with this Agreement.

8. AGREEMENT ON CHANGE REQUESTS

a. You may change the hosting arrangements, number of Authorised Users, engines, storage capacity or other details in the Registration Details by notifying us and payment of the appropriate additional fees as advised by us.

b. You agree that any other changes to this Agreement including without limitation: changing/adding of Services and/or Software, enhancements/upgraded versions of the Services, the Software, additional or changed Subscribers, variation to fees or charges, Term or any other variations hereto may be subject to additional payment and such changes implemented by an update to the Registration Details or, in the case of Software, by shrink-wrap, web-wrap, click-wrap or click-through license (as appropriate).

9. SUBSCRIPTION CHARGES

a. The Subscription Charges and any other fees and charges specified in the Registration Details are payable by monthly direct debit (unless otherwise specified) and are based on the Services, Software, the number of Authorised Users, engines, hosting, storage and Agreement Terms as specified in the Registration Details (as may be varied from time to time) and upon the other terms and conditions of this Agreement.

b. You agree to pay us the applicable Subscription Charges as specified by us from time to time for the access and use of the Services. The Subscription Charges (if not already paid) are due for payment fourteen (14) days after the acceptance of this Agreement or (if earlier) on your first access to the Services by you.

c. The Subscription Charges incorporate telephone support and Software updates as specified on our website or in the Registration Details.

d. We reserve the right to vary the Subscription Charges at any time by giving you not less than 60 days prior notice and such variation will take effect on expiry of the said notice period unless you decide to cease using the Services by such date. You agree to pay to us for any additional services or training provided based upon our standard charges and to reimburse us for all reasonable and actual expenses incurred by us in providing the Services under this Agreement.

e. If you fail to make payment of the Subscription Charges when due, you will immediately cease using the Services and we may deny you and your Authorised Users access to the Services. This Agreement to use the Services will automatically terminate under clause 17(b) (i) for non-payment (other than for the terms which survive termination) and the provisions of clause 17(e) will apply.

f. All charges payable under this Agreement are exclusive of and net of any taxes or duties including (but without prejudice to the foregoing generality) VAT levied on BrightAP, our Third-Party Providers or on you by reference to the Services, Software or anything else supplied, divulged or made available to you under this Agreement. Such taxes or duties will be paid by you at the rate and in the manner for the time being prescribed by law.

g. If any sum payable under this Agreement is not paid within 14 days after the due date, then (without prejudice to our other rights and remedies) we reserve the right to charge interest on such sum on a day-to-day basis (before as well as after any judgement) from the due date to the date of payment (both dates inclusive) at the rate of 4 per cent above the 3-month Euribor for the time being in force.

h. Additional/varied charges may be payable in respect of any changes to the Services and the Software. You undertake to notify us of any such variation forthwith and we will invoice you in respect of such variation, if a varied fee is applicable, which you undertake to pay in the manner specified by us. You may also be subject to an additional charge upon issue to you of enhanced or new versions of the Services or Software. Such additional charge will become payable within fourteen (14) days of us granting permission to you to access the relevant enhancement or upgraded service.

10. SUPPORT AND OTHER SERVICES

During the continuance of this Agreement and subject to the payment by you of the Subscription Charges and you using only trained and competent staff to operate the Services, we will provide you with the following support services:

a. Telephone hotline assistance to provide advice on use of the Services to your designated product co-ordinator during our normal working hours Monday-Friday 09:00 to 17:00 (excluding public, national and local holidays).

b. Services and Software upgrades made generally available by BrightAP as general enhancements to the Software and Services but excluding new product features or new versions of the Software and/or Services which may be made available at a separate price.

c. We will use our reasonable endeavours to remedy any material defect or error in the Software, Services or documentation within a reasonable period of receiving written details from you.

d. If you accidentally lose your Username, password or other essential login information to enable you to access and use the Services, we will re-supply such information.

SUPPORT NOT INCLUDED:

i. Support of other services, products, software, accessories, systems or other devices not provided by us nor agreed by us to be included in this Agreement.

ii. Rectification of lost or corrupted data arising for any reason other than through our own negligence.

iii. Maintenance rendered more difficult because of any changes, alterations, additions, modifications or variations to the Services and/or Software not provided by us.

iv. Support provided for faults caused by using the Services and/or Software outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Service and/or Software or outside the terms or scope of this Agreement.

v. Diagnosis and/or rectification of problems not associated with the Services and/or Software.

ADDITIONAL SUPPORT

We will charge for additional support, other services, training or consultancy not specifically covered by this Agreement at our applicable rates, which we may advise to you from time to time.

DELEGATION

We may authorise a Third-Party Provider which may be a distributor, dealer, service centre or other third-party support organisation to provide the Support and/or other services and/or to invoice you for and collect the charges specified herein. Such authorisation may be in the form of a sub-contract or other arrangement deemed appropriate by us.

11. SUBSCRIBER’S ADDITIONAL UNDERTAKINGS

a. You undertake for yourself and for each of your Authorised Users not to perform any of the acts referred to in this sub clause (a) except to the extent and only to the extent permitted by the Applicable Law as it relates to you as a lawful Subscriber of the Services and/or Software (i.e. a party with an express, legal right to use) and only then for the specific limited purposes stated by such Applicable Law or here under.

b. You undertake:

i. Not to copy the Services or copy, reverse engineer or decompile the Software;

ii. Not to attempt to translate, adapt, vary or modify the Services and/or Software;

iii. Not to disassemble, decompile or reverse engineer the Software associated with the Services and any other software (including but not limited to the Third-Party Provider software) required for any purpose to give you access to and use of the Services under this Agreement.

c. In addition, you undertake for yourself and for each of your Authorised Users:

d. To ensure that the Services are securely accessed and used only by you and your Authorised Users in accordance with the terms of this Agreement and you undertake to provide such information to us upon our written request to support and verify the same.

e. Not, without prior written consent from us, to provide access to or otherwise make available any part of the Services including but not limited to the Software, in whole or in part to any person other than your Authorised Users provided such Authorised Users will be made aware of, and you will ensure that such Authorised Users comply with, the terms of this Agreement.

f. Whenever we may reasonably so require, to obtain from all Authorised Users or other persons within your control undertakings in such terms as we will reasonably approve to prevent unauthorised access, use, copying of Services and /or Software.

g. Not to circumvent any technological measures or devices that we or any of our Third-Party Providers have introduced to protect and/or manage our or their services in any way.

h. Not to access or attempt to access any features or functionalities which we or any of our Third-Party Providers have disabled as not applicable to the Services which you have chosen and/or paid for.

COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS

a. You acknowledge that (other than Subscriber Data) all the copyright, trademarks, trade names, templates, formats, patents and other intellectual property rights subsisting in or used in connection with the Services including without limitation, the Software, documentation, guides and instructions relating thereto are and will remain our sole property and/or the identified Third-Party Provider (as appropriate).

b. You will not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership by BrightAP and/or Third-Party Provider of the rights covered by clause 12(a) above.

c. If new inventions, designs, processes, services, software and products, configuration settings, templates, formats or other material in any form or media evolve in performance of or because of this Agreement, you acknowledge that the same will be the property of us unless otherwise agreed in writing by us.

d. You will indemnify us and/or our Third-Party Providers fully against all liabilities, costs and expenses which we and/or such Third-Party Providers may incur because of any work done in accordance with your specifications involving infringements of any patent or other proprietary rights.

13. CONFIDENTIAL INFORMATION

a. The term “Confidential Information” will mean and include information or material that a disclosing party considers to be of a confidential or sensitive trade secret nature, or that a receiving party knows, or reasonably, under the circumstances of disclosure, should know, is confidential information including without limitation;

i. All information, data, drawings, products, specifications, templates, formats, documentation, software, software listings, source or object code or data files which the disclosing party may have provided and may from time to time provide to the receiving party relating to the Services, Software and/or your support and other services;

ii. All other forms and types of confidential or non-public financial, business, scientific, technical, economic, marketing, engineering or system-related information, including patterns, plans, compilations, programs, devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, codes, or know-how, and information concerning either party’s other internal business practices, Third-Party Providers and/or other supplier, providers, partners and/or actual or potential subscribers, whether any of the foregoing is in tangible or intangible form, and whether or how stored, compiled or memorialised physically, electronically, graphically, photographically, or in writing;

iii. Which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from your disclosure or use; and

iv. Identified by the disclosing party as confidential prior to or at the time of disclosure.

b. Confidential Information does not include any information or material:

v. which is or subsequently becomes available to the general public other than through a breach by the receiving party;

vi. which is already known to the receiving party before disclosure by the disclosing party;

vii. which is independently developed by the disclosing party without use of or reference to the Confidential Information of the

viii. other; or

ix. which the receiving party rightfully receives from third parties without restriction as to use or disclosure.

c. Each party will maintain all Confidential Information of the other in strict confidence and will not at any time or for any reason disclose any Confidential Information to any Third-Party without the disclosing party’s prior written consent PROVIDED HOWEVER that where a Third-Party Provider is used in the provision of any of the Services or support then this clause shall be varied to include that Third-Party Provider as a party to whom some degree of disclosure will be permitted but only to the extent absolutely necessary to allow access or deliver a service and as such, their own confidentiality provisions may apply to that information only.

d. Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement nor disclose any Confidential Information to any of its agents or Authorised Users who do not participate directly in the performance of that party’s duties or exercise of that party’s rights under this Agreement, and you will advise your Authorised Users who are permitted access to any Confidential Information of the restrictions upon disclosure and use set forth in this Agreement.

e. Notwithstanding the foregoing, the receiving party may disclose the Confidential Information if it is required to do so under any applicable law, rule or regulation which requires the disclosure, if it makes a reasonable effort to give the disclosing party as much advanced notice of the same as may be practicable or permitted in the circumstances of such disclosure.

14. LIABILITY

a. Absolute Cap on Liability. The maximum, aggregate liability of BrightAP and/or any Third-Party Provider for any claims howsoever arising out of or relating to this Agreement or any of the Services, Software, support or other material furnished or to be furnished by us under this Agreement or any variation hereof, including but not limited to BrightAP’s or any Third-Party Provider’s entire liability in contract, tort (including negligence and breach of statutory duty) and including misrepresentation or otherwise in respect of all matters arising under or in connection with this Agreement will in any event be absolutely limited to the direct damages actually incurred by you up to the amount paid by you to us under this Agreement for the applicable Services, Software, support or other material during the preceding 12-month period.

b. Exclusion of Indirect Damages. To the maximum extent permitted by the applicable law, in no event will BrightAP and/or any Third-Party Provider be liable to you or any other person for any indirect damages of any kind, including without limitation, lost profits, lost savings, lost data, loss of contracts, business, revenue, goodwill, anticipated savings or other special, direct, indirect, punitive, consequential, or incidental damages arising out of or relating to this Agreement or any Services, Software, support or other material, furnished or to be furnished under this Agreement, even if we have been advised of the possibility of such loss or damage.

c. Basis of the Bargain; Failure of Essential Purpose. You acknowledge that we have set our Subscription Charges and any other fees and prices and entered into this Agreement in reliance upon the warranty disclaimer specified in clause 15 below and the limitation of liability set forth in this Agreement, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitation of liability specified in this Agreement will survive and apply even if the warranty disclaimer or any limitation of remedies is found to have failed of its essential purpose. Notwithstanding the foregoing, nothing contained herein will limit BrightAP’s liability for its own will full or wanton misconduct.

d. Neither party excludes liability for death or personal injury to the extent only that the same arises because of its own negligence.

15. WARRANTY

a. In the event that you discover a material error which substantially affects your ability to use the Services and/or Software and you notify us of the error within 30 days from the date of first access to the Services (the “Warranty Period”) we will use all reasonable endeavours to correct the erroneous part of the Services and/or Software or (at our sole option) refund to you the charges relating to the part of the Services (if not the whole) that does not comply with our specification of use PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Services and/or Software not performed by us or caused by your incorrect use, abuse or corruption of the Services or Software by you or any of your Authorised Users or other party who may have gained access to your usernames, passwords or other login details.

b. WARRANTY DISCLAIMER. To the extent permitted by the applicable law, the express Warranties contained in this Agreement are in lieu of all other warranties, representations and guarantees of any kind by BrightAP or any of its Third-Party Providers. Except as expressly set forth in this Agreement, all Services, Software, support or other material (if any) are furnished by BrightAP and/or such Third-Party Providers and accepted by you “as is”. All other warranties, whether statutory, express or implied, are specifically excluded and disclaimed by BrightAP and/or our Third-Party Providers, including without limitation any implied or other warranties of or against:

i. interference with quiet enjoyment, non-infringement, workman like effort, quality, accuracy, timeliness, completeness, compatibility, integration, no encumbrances, no liens, title, merchantability or fitness for any particular purpose,

ii. that any Services, Software, Support or other material will conform to any demonstration or promise by BrightAP or

iii. or that may arise through any course of dealing between the parties.

c. BrightAP does not warrant that your access to the Services, Software, Support or other material provided here under will be uninterrupted, error-free or completely secure.

d. (d) INDEMNIFICATION DISCLAIMER. To the extent permitted by the applicable law, neither BrightAP nor any of its Third-Party Providers have any indemnification obligations to you or any of your Authorised Users whether express, implied or statutory and that any perceived indemnification obligations are hereby expressly excluded and disclaimed.

16. INDEMNITY

You will defend, indemnify and hold harmless BrightAP, our officers, directors and employees, agents, sub-contractors and Third-Party Providers against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation, court costs and reasonable legal fees) arising out of or about your use of the Services, Software, Subscriber Data and/or any other of your information, provided that:

i. You are given a prompt notice of any such claim;

ii. BrightAP provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

iii. You are given sole authority to defend or settle the claim;

17. TERMS AND TERMINATION

a. This Agreement will commence on the initial date of acceptance of this Agreement as specified in Clause 3(a) above and continue thereafter until or unless terminated by either party giving to the other 6 months prior written notice or by notice in accordance with paragraph (b) below.

b. Notwithstanding the duration of this Agreement, either party may by notice in writing to the other terminate this Agreement if any of the following events will occur:

i. If the other party is in breach of any term, condition or provision of this Agreement or required by the Applicable Law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the party not in breach;

ii. If the other party, becomes unable to perform its obligations under this Agreement for any reason, including but not limited to, its bankruptcy, insolvency, or liquidation or if it will call a meeting of creditors, or will have a receiver or administrator appointed to any or all its undertakings or assets, or will be deemed by the relevant statutory provisions under the Applicable Law to be unable to pay its debts;

iii. If there is a change of control of the other party;

iv. If the other party suspends or ceases, or threatens to suspend or cease to carry on all or a substantial part of its business;

c. Termination, howsoever or whenever occasioned will be subject to any rights and remedies both parties may have under this Agreement or the Applicable law.

d. The right to terminate set forth in this Clause will not constitute an exclusive legal remedy.

e. In any event of termination of this Agreement, you shall within 14 days of the date of termination delete and destroy all copies of the Services, Software and any other products, material and information provided by BrightAP or any of its Third-Party Providers during the Agreement and certify to BrightAP and /or any of its Third-Party Providers in writing that such materials have been destroyed.

f. BrightAP will be entitled to delete all your Subscriber Data from our systems within 90 days of the date of termination, howsoever occurring. During that period, you may request us to transfer your Subscriber Data to you or to a new provider subject to you paying our expenses involved in such transfer.

g. Any termination of this Agreement shall not affect any accrued rights or liabilities of either party.

h. Clause 5, 11-17, 24 and 26 will survive termination of this Agreement.

18. ASSIGNMENT

You will not assign or otherwise transfer all or any part of this Agreement, access to and/ or use of the Services or the Software without our prior written consent.

19. FORCE MAJEURE

We will be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond our control which will include (but will not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, acts of war (declared or undeclared), terrorism, accident, embargo, riot, civil commotion, energy outage, work to rule, overtime bars, strikes and lockouts.

20. WAIVER

Failure or neglect by either party to enforce at any time any of the provisions here of will not be construed nor will it be deemed to be a waiver of such party’s rights here under nor in any way affect the validity of the whole or any part of this Agreement nor prejudice either party’s rights to take subsequent action.

21. HEADINGS

The headings of the Terms and Conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

22. SEVERABILITY

If any of these terms, conditions or provisions will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid, fully permitted by the applicable law.

23. NOTICES

All notices to or by the respective parties to this Agreement will be in writing in the English language and addressed as follows:
BrightAP: For the attention of the CEO or Managing Director at the address and email – on page 1;
The Subscriber: For the attention of the CEO or Managing Director at the address and email – on page 1;
or to such other contact, address or email address as the respective parties here to may hereafter specifying to the other in writing.
Notices will be deemed to have been duly given in the following circumstances:

i. if delivered by hand to the above recipient Contact, on the day of delivery;

ii. if posted/mailed by recorded delivery post/mail (or air mail if appropriate to the location of the parties); it will be deemed received on the 3rd working day following posting/mailing;

iii. if sent by email to the above recipient Contact then a valid confirmed email from that Contact party or email acknowledgement that the email has been opened/received.

Where the contracting parties speak different languages, it is important to specify a language for notices.

24. APPLICABLE LAW

The Parties hereby agree that the Agreement concluded between them and constituted on these terms and conditions will be construed in accordance with the law of the Republic of Ireland.

25. THIRD PARTY RIGHTS

A person who is not party to this Agreement will not have any rights to enforce any term of this Agreement.

26. NON-SOLICITATION

To the extent permitted by the Applicable law, you will not, for the duration of this Agreement, and for a period of six months following termination, directly or indirectly induce or attempt to induce any employee of BrightAP who has been engaged in the provision of any of the services, support, training, consultancy or other services directly associated with this Agreement to leave the employment of BrightAP.

Welcome to BrightPropose!

We’re thrilled to have you on board. Before you dive into BrightPropose, we kindly ask you to take a moment and review the following Terms and Conditions. While it might not be the most thrilling read, they are essential for both your protection and ours. They lay out the promises we make as your service provider and the responsibilities you have as our customer.

Terms & Conditions

Thesaurus Software Ltd t/a Bright Software Group (“Bright”, “we”, “our”) Subscription Terms and Conditions

These are the Terms and Conditions on which we, Bright, supply our BrightPropose Subscription Services to you our customer (“you“, “You“, “your” and/or “Customer” as appropriate) and for your access to, and use of, our website and our services, whether you are a guest or a registered user. Please read these Terms and Conditions carefully before you submit your order to Bright.

1.Definitions and Interpretation

1.1. 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/) 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:

a) 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

b) 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-accounting-proposal-software//#pricing or UK: https://brightsg.com/brightpropose-accounting-proposal-software/#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.

1.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.3. 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.

1.4. 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.

1.5. A reference to writing or something being written includes e-mail.

2. Basis of Contract and Registration

2.1. 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“).

2.2. 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.

2.3. 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.

2.4. 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.

2.5. 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.

3. Trial Period and Subscription Term

3.1. 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.

3.2. 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.

3.3. 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.

3.4. A Trial Period may be extended at Bright’s sole discretion and in accordance with the provisions of this clause 3.

3.5. 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.

3.6. 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.

4. Pricing

4.1 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-accounting-proposal-software//#pricing or UK: https://brightsg.com/brightpropose-accounting-proposal-software/#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.

4.2. 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.

4.3. 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/brightpropose-accounting-proposal-software/#pricing; Ireland – https://brightsg.com/en-ie/brightpropose-accounting-proposal-software//#pricing).

4.4. 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.

5. Proposals

5.1. 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.

6. User subscriptions

6.1. 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.

6.2. In relation to the Authorised Users, you undertake that:

(a) 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;

(b) 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;

(C) 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;

(D) 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;

(E) 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;

(F) 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

(G) 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.

6.3. 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:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) 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.

6.4. 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:

(a) 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

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(c) 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

(d) use the BrightPropose Subscription Services to provide BrightPropose Subscription Services to third parties; or

(e) 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

(f) attempt to obtain, or assist third parties in obtaining, access to the BrightPropose Subscription Services, other than as provided under this clause 6; or

(g) introduce or permit the introduction of, any Virus or Vulnerability into Bright’s network and information systems.

6.5. 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.

6.6. 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.

7. Additional user subscriptions

7.1. 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.

7.2. 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.

7.3. 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).

8. BrightPropose Subscription Services

8.1. Bright shall, during the Subscription Term, provide the BrightPropose Subscription Services to you subject to these Terms and Conditions.

8.2. 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.

8.3. Bright shall during the Subscription Term provide you with Bright’s Standard Customer Support Services during Normal Working Hours.

8.4. 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.

8.4.1. 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.

9. Customer data

9.1. 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.

9.2. 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.

9.3. You shall input the Customer Data to the Software via the Client Portal directly, subject to and in accordance with these Terms and Conditions.

9.4. 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:

9.4.1. 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

9.4.2. 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.

9.5. 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.

9.6. You hereby warrant that:

9.6.1. you have the necessary rights to license the Customer Data to Bright under clause 9.4 above;

9.6.2. 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

9.6.3. the Customer Data and/or its use:

(a) is not unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive;

(b) does not facilitate illegal activity;

(c) does not depict sexually explicit images;

(d) does not promote unlawful violence;

(e) is not discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, nor does it constitute any other illegal activity; and

(f) does not cause damage or injury to any person or property.

9.6.4. 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.

10. Data Protection

10.1. 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.

10.2. To the extent that Bright acts as Processor for the Customer pursuant to the provision of the BrightPropose Subscription Services, it shall:

10.2.1. 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);

10.2.2. 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;

10.2.3. 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;

10.2.4. 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:

(a) appoint each Sub-Processor under a written contract containing materially the same obligations as in these Terms and Conditions in respect of Protected Data;

(b) 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

(c) 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.

10.2.5. (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;

10.2.6. 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;

10.2.7. 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;

10.2.8. 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;

10.2.9. (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;

10.2.10. notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data; and

10.2.11. 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.

10.3. 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
• Nationality
• National Insurance Number
• Email Address
• Telephone Number
• Mobile Number
• Social Media Profiles
• Website
• Business contact details

Categories of Data Subjects 

• Customers
• 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.

11. Intellectual Property

11.1. 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).

11.2. 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.

11.3. 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.

12. Third party providers

The BrightPropose Subscription Services may enable you to access third-party websites and purchase products and BrightPropose Subscription Services from third-parties via such third-party websites, and that you  do so solely at your own risk. Bright makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third-party. Any contract entered into and any transactions completed via any third-party website is between you and the relevant third party, and not Bright. Bright recommends that the Customer refers to the third-party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Bright does not endorse or approve any third-party website nor the content or suitability for purpose of any of the third-party website made available via the BrightPropose Subscription Services.

13. Bright’s obligations

13.1. Bright shall use reasonable endeavours to ensure the BrightPropose Subscription Services will be performed with reasonable care and skill.

13.2. 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.

13.3. 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.

13.4. 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.

13.5. 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.

13.6. 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.

14. Your obligations

You shall:

(a) provide Bright with:

(i) all necessary co-operation in relation to these Terms and Conditions; and

(ii) 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;

(b) 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;

(c) 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;

(d) 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;

(e) 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;

(f) ensure that your network and systems comply with the relevant specifications provided by Bright from time to time; and

(g) 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.

15. Charges and payment

15.1. You shall pay the Subscription Fees to Bright for the User Subscriptions in accordance with this clause 15. The Subscription Fees are payable:

(a) monthly in advance by you if you are a Monthly Subscriber; or

(b) annually in advance by you if you are an Enterprise Client or where you have elected to pay annually.

15.2. 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.

15.3. 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.

15.4. 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.

15.5. 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.

15.6. 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.

15.7. 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.

15.8. If your payment is not recoverable under this clause 15, the provisions of clause 19 shall apply.

15.9. 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/ (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.

15.10. 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.

16. Confidentiality

16.1. 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.

16.2. Each party may disclose the other party’s Confidential Information:

(a) 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

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

17. Indemnity

17.1. 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.

18. Limitation of liability

18.1. Except as expressly and specifically provided in these Terms and Conditions:

(a) 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;

(b) 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

(c) the BrightPropose Subscription Services are provided to you on an “as is” basis.

18.2. Nothing in these Terms and Conditions excludes the liability of either party:

(a) for death or personal injury caused by the other party’s negligence; or

(b) for fraud or fraudulent misrepresentation.

18.3. Subject to clause 18.1 and clause 18.2:

(a) 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

(b) 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.

18.4. Nothing in these Terms and Conditions excludes the liability of the Customer for any breach, infringement or misappropriation of Bright’s Intellectual Property Rights.

19. Term and Termination

19.1. 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).

19.2. 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.

19.3. 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:

(a) 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;

(b) 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;

(c) you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;

(d) 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;

(e) you fail to pay any amount due under these Terms and Conditions on the due date for payment;

(f) you are, or become, a competitor of Bright; or

(g) you undergo a Change of Control.

19.4. On termination of these Terms and Conditions for any reason:

(a) all licences granted under these Terms and Conditions shall immediately terminate and you shall immediately cease all use of the BrightPropose Subscription Services;

(b) you shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to Bright;

(c) 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;

(d) 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;

(e) 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;

(f) 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.

20. 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.

21. General provisions 

21.1. In the event of any inconsistency between any other terms and these Terms and Conditions, these Terms and Conditions shall prevail.

21.2. No variation of these Terms and Conditions shall be effective unless it is approved by Bright.

21.3. 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.

21.4. 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.

21.5. 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.

21.6. 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.

21.7. 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.

21.8. 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.

21.9. 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.

21.10. 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.

21.11. 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.

21.12. 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.

21.13. 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,

Duleek,

Co. Meath,

A92 N15E.

 

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.

21.14. 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.

22. Governing law and jurisdiction 

22.1. 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.

22.2. 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).