Terms and Conditions of Service
1. Standard Terms
This document sets out the terms (the “Terms”) on which we, the “Supplier”, supply goods and services (“Goods” and “Services” respectively) to you, our “Customer”. These Terms, together with the documents referred to in them, amount to a legally binding contract (the “Agreement”) between you and us (each a “Party” and together the “Parties”). By asking us to do any work for you (including the preparation of an estimate, budget, pitch, tender, quotation, specification or equivalent) you agree to be bound by these Terms.
2. Information about us
3. We are BrightSparks Business Development Services CIC - company number 10479737 and Bright Bid UK Ltd - company number 09181544.
4.1. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and all similar or equivalent rights or forms of protection in any part of the world.
4.2. Writing shall include communication by email as well as communication sent by fax or by hard copy. It shall not include messages sent by SMS text or equivalent.
4.3. Works: All creative output resulting from the provision of the Services (or from pre-Agreement work by us in preparation for the Services or in preparation of a Proposal) including, but not limited to, films, photographs, soundtracks, moving and still images, graphic works, paintings, drawings, diagrams, plans, illustrations, clip-art, fonts, animations, video, footage, text, scripts, storyboards and any like media content in any format, including electronic files, together with any accompanying meta-data and other material and including any creative output which was created wholly or partly as a result of a contribution by you.
5. Preparation of A Proposal
5.1. Where you instruct us to prepare an estimate, budget, pitch, tender, quotation, specification or equivalent (the “Proposal”) then, unless otherwise agreed in writing, we shall be entitled to charge you for our preparation of the Proposal whether or not you accept the Proposal. This preparation shall be regarded as part of the Services under these Terms.
5.2. A Proposal may be withdrawn or amended by us at any time before acceptance by you. It will be valid for 28 days, following which it is only open for acceptance by you with our written consent.
5.3. Where you confirm your acceptance of the Proposal, orally or in writing, the Proposal shall be incorporated into the Agreement as will any other terms agreed in writing between the Parties in respect of the Proposal. The Terms apply to the Agreement 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. Subject to this, where there is a conflict between the Terms, the Proposal and other terms agreed in writing, the Proposal shall take priority followed by any terms agreed in writing between the Parties, followed by these Terms.
5.4. The Agreement constitutes the entire agreement between the Parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Agreement. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Agreement or any other contract between the Supplier and the Customer for the supply of the Goods and Services.
6. Supply of Services and Goods
6.1. We shall supply the Goods and Services to you in accordance with the Proposal in all material respects.
6.2. We shall use all reasonable endeavours to meet any performance dates and budget specified in the Proposal, but any such dates and amounts shall be estimates only and time shall not be of the essence.
6.3. We shall have the right to make any changes to the Goods and Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Goods or Services, and we shall notify you in any such event.
6.4. We warrant to you that the Services will be provided using reasonable care and skill. We warrant to you that any Goods are of satisfactory quality and reasonably fit for all the purposes for ance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
6.5. You shall:
a) ensure that the terms of the Proposal and any information you provide are complete and accurate;
b) co-operate with the us in all matters relating to the Proposal and the Services;
c) keep and maintain all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at your premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation.
6.6. If the Supplier's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default
7. Charges and payment
7.1. The Customer shall pay the Supplier’s charges for the Goods and Services (the “Charges”).
7.2. The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
7.3. The Supplier shall invoice the Customer on terms set out in the Proposal. In the absence of such terms, the Supplier shall be entitled to invoice 50% of the estimated Charges to be paid in advance of any work being commenced on the Services. Remaining Charges shall be invoiced as and when relevant portions of the Services are completed.
7.4. The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice (the “Due Date”), time for payment being of the essence of the Agreement.
7.5. As part of providing the Services, we may need to engage third parties (including, by way of example, freelance crews, actors, audio post production assistants). Whenever we have engaged a third party, and you cancel or postpone an arranged event (such as a shoot), then you will be liable to pay any extra charges we incur from these third parties as a result of the cancellation or postponement. Often, freelance crews for a shoot can be cancelled without charge given 24 hours’ notice; however, this cannot be guaranteed.
7.6. We shall be entitled to withhold delivery of any Goods until payment of the Charges relating to those Goods has been made. Goods will be at your risk from the time of delivery, but ownership of Goods will only pass to you when we receive full payment of all sums due in respect of those Goods, including delivery charges.
7.7 Unless expressly stated as otherwise, all Charges are exclusive of amounts in respect of value added tax (VAT). All VAT is to be paid by the Customer in addition to the Charges.
7.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier by a Due Date, the Supplier shall have the right to a) suspend all work on the provision of the Services; and b) charge interest on the overdue amount at the rate of four per cent per annum above the then current HSBC plc's base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.
7.9. The Customer shall not be entitled to assert any credit, set-off or counter-claim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8. Intellectual property rights And Confidentiality
8.1. Subject to clause 6.6, all Intellectual Property Rights in the Works or otherwise arising out of or in connection with the provision of the Goods or Services shall be owned by the Supplier. For the avoidance of doubt, this shall not extend to any trade marks of the Customer, nor to any Intellectual Property Rights owned by the Customer prior to the commencement of our input to the Works.
8.2. You are licensed to use the Works for the purposes set out in the Proposal or agreed in writing between us. You are not permitted to use the Works in any manner not expressly agreed in writing between us nor to a greater extent than expressly agreed in writing between us.
8.3. Where the Works contain any Intellectual Property Rights owned by a third party (“Third Party Material”), the Customer acknowledges that the Customer shall be responsible for ensuring that any use of this Third Party Material by the Customer is permitted by the appropriate third party.
8.4. A Party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, ideas, creative output, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other Party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement. This clause 6.4 shall survive termination of the Agreement.
8.5. The Customer confirms that the Supplier may use in any publicity the fact that the Customer is a customer of the Supplier and may publicise relevant details and work product of the Services. This may include use for publicity purposes of copies of any material produced by the Supplier for the Customer (such as, by way of example, featuring on the Supplier’s website still and moving images from a showreel in its final or edited form which was produced as part of the Services).
8.6. Where the Supplier creates a new “Funding Bid” or “Tender” for the Customer as specified in a Proposal, then on the condition that all Charges are paid by the Customer, the Intellectual Property Rights in the “Funding Bid” or “Tender” shall belong to the Customer.
8.7. All Confidential Information relating to a party is passed to and shall be received by the other party (each a Receiving Party) in the strictest confidence. The Receiving Party shall use Confidential Information received from the disclosing party solely for the purposes of performing its obligations under this Agreement and no party shall disclose, divulge or grant any third party access to the Confidential Information except where:
a) a Receiving Party can show that such information was already known to it prior to disclosure by or on behalf of the disclosing party;
b) such information is in the public domain, or otherwise comes into the public domain; or
c) such information is obtained by a Receiving Party from a third party without breaching any obligations of confidence; or
d) a Receiving Party is required by law or by any regulatory authority or similar emanation of the state to make such a disclosure.
9. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1. Nothing in the Agreement shall limit or exclude either Party’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation or for any other matter for which it would be unlawful to exclude or attempt to exclude liability.
9.2. Subject to clause 9.1:
(a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Agreement;
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the amount of the Charges.
10.1. Without limiting its other rights or remedies, each Party may terminate the Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that Party being notified in writing of the breach;
(b) the other Party has an administrator appointed or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
10.2. Without limiting its other rights or remedies, the Supplier may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement by the Due Date.
11. Consequences of termination
11.1. On termination of the Agreement for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
(c) the accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1. Force majeure:
(a) For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Services or Goods for more than 12weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Customer.
12.2. Assignment and subcontracting: We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Agreement and may subcontract or delegate in any manner any or all of our obligations under the Agreement to any third party or agent. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
12.3. Notices: All notices given by you to us must be given to us at the address set out above in clause 1. We may give notice to you at either the e-mail or postal address you provide to us. 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. 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.
12.4. Waiver: A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.5. Severability: If any of these terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term will to that extent be severed from the remaining terms which will continue to be valid to the fullest extent permitted by law.
12.6. No partnership: Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.
12.7. Third Parties: A person who is not a Party to the Agreement shall not have any rights under or in connection with it.
12.8. Variation: Any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing.
12.9. Governing law and jurisdiction: This Agreement will be governed by English law. Any dispute arising from, or related to, this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
The policy sets out the different areas where user privacy is concerned and outlines the obligations and requirements of the users, the website and website owners. Furthermore the way this website processes, stores and protects user data and information will also be detailed within this policy.
This website and its owners take a proactive approach to user privacy and ensure the necessary steps are taken to protect the privacy of its users throughout their visiting experience. This website complies to all UK national laws and requirements for user privacy.
Cookies are small files saved to the user's computers hard drive that track, save and store information about the user's interactions and usage of the website. This allows the website, through its server to provide the users with a tailored experience within this website. Users are advised that if they wish to deny the use and saving of cookies from this website onto their computers hard drive they should take necessary steps within their web browsers security settings to block all cookies from this website and its external serving vendors.
Other cookies may be stored to your computers hard drive by external vendors when this website uses referral programs, sponsored links or adverts. Such cookies are used for conversion and referral tracking and typically expire after 30 days, though some may take longer. No personal information is stored, saved or collected.
Contact and Communication
Users contacting this website and/or its owners do so at their own discretion and provide any such personal details requested at their own risk. Your personal information is kept private and stored securely until a time it is no longer required or has no use, as detailed in the Data Protection Act 1998. Every effort has been made to ensure a safe and secure form to email submission process but advise users using such form to email processes that they do so at their own risk.
This website and its owners use any information submitted to provide you with further information about the products/services they offer or to assist you in answering any questions or queries you may have submitted. This includes using your details to subscribe you to any email newsletter programme the website operates but only if this was made clear to you and your express permission was granted when submitting any form to email process. Or whereby you the consumer have previously purchased from or enquired about purchasing from the company a product or service that the email newsletter relates to. This is by no means an entire list of your user rights in regard to receiving email marketing material. Your details are not passed on to any third parties.
This website operates an email newsletter program, used to inform subscribers about products and services supplied by this website. Users can subscribe through an online automated process should they wish to do so but do so at their own discretion. Some subscriptions may be manually processed through prior written agreement with the user.
Subscriptions are taken in compliance with UK Spam Laws detailed in the Privacy and Electronic Communications Regulations 2003. All personal details relating to subscriptions are held securely and in accordance with the Data Protection Act 1998. No personal details are passed on to third parties nor shared with companies / people outside of the company that operates this website. Under the Data Protection Act 1998 you may request a copy of personal information held about you by this website's email newsletter program. A small fee will be payable. If you would like a copy of the information held on you please write to the business address at the bottom of this policy.
Email marketing campaigns published by this website or its owners may contain tracking facilities within the actual email. Subscriber activity is tracked and stored in a database for future analysis and evaluation. Such tracked activity may include; the opening of emails, forwarding of emails, the clicking of links within the email content, times, dates and frequency of activity [this is by no far a comprehensive list]. This information is used to refine future email campaigns and supply the user with more relevant content based around their activity.
In compliance with UK Spam Laws and the Privacy and Electronic Communications Regulations 2003 subscribers are given the opportunity to un-subscribe at any time through an automated system. This process is detailed at the footer of each email campaign. If an automated un-subscription system is unavailable clear instructions on how to un-subscribe will by detailed instead.
Although this website only looks to include quality, safe and relevant external links, users are advised adopt a policy of caution before clicking any external web links mentioned throughout this website. (External links are clickable text/ banner/image links to other websites, similar to; www.creamside.co.uk and Pembrokeshire Windows this.)
The owners of this website cannot guarantee or verify the contents of any externally linked website despite their best efforts. Users should therefore note they click on external links at their own risk and this website and its owners cannot be held liable for any damages or implications caused by visiting any external links mentioned.
Adverts and Sponsored Links
This website may contain sponsored links and adverts. These will typically be served through our advertising partners, to whom may have detailed privacy policies relating directly to the adverts they serve.
Social Media Platforms
Communication, engagement and actions taken through external social media platforms that this website and its owners participate on are custom to the terms and conditions as well as the privacy policies held with each social media platform respectively.
Users are advised to use social media platforms wisely and communicate/engage upon them with due care and caution in regard to their own privacy and personal details. This website nor its owners will ever ask for personal or sensitive information through social media platforms and encourage users wishing to discuss sensitive details to contact them through primary communication channels such as by telephone or email.
This website may use social sharing buttons which help share web content directly from web pages to the social media platform in question. Users are advised before using such social sharing buttons that they do so at their own discretion and note that the social media platform may track and save your request to share a web page respectively through your social media platform account.
Shortened Links in Social Media
This website and its owners through their social media platform accounts may share web links to relevant web pages. By default some social media platforms shorten lengthy urls [web addresses] (this is an example: http://bit.ly/zyVUBo).
Users are advised to take caution and good judgement before clicking any shortened urls published on social media platforms by this website and its owners. Despite the best efforts to ensure only genuine urls are published many social media platforms are prone to spam and hacking and therefore this website and its owners cannot be held liable for any damages or implications caused by visiting any shortened links.
Resources and Further Information
- Data Protection Act 1998
- Privacy and Electronic Communications Regulations 2003
- Privacy and Electronic Communications Regulations 2003 - The Guide
- Web Design Pembrokeshire
- Project Planner Template
55 Manor Drive North
Last Edited on 2015-04-19