Terms & Conditions
These terms and conditions (the "Terms") set out the basis upon which BrightPage Technologies Ltd, a company incorporated and registered in Scotland with company number SC659602 whose registered office is at 22 Montrose Street, Glasgow, Scotland G1 1RE ("BrightPage") permit use by you (the "Customer", “you”) of the Services available through the Web App (both as defined below).
By using and/or purchasing the Services the Customer acknowledges that it is deemed to have read and be bound by these Terms. The Terms are to be read together with the Order Confirmation (where relevant), which has been issued to the Customer. Together these Terms, the Order Confirmation and any document referred to or appended to them being the "Agreement".
You should read, and ensure that you understand, all of the Terms. If you do not agree to be bound by these Terms then you should not accept the Order or make any use of the Services and/or the Web App.
We reserve the right to alter these Terms from time to time by posting new terms and conditions on the Web App. Your continued use of the Web App following such change will be deemed to be your acceptance of such change.
1 Definition and Interpretation
1.1 In the Agreement, unless the context otherwise requires:
“Annual Fees” means the amount to be paid for an Annual Subscription in terms of the order;
“Annual Subscription” means an annual subscription to the Premium Subscription Services;
“Base Subscription Services” means (if applicable) the services by which the Customer is permitted access to the Web App as set out in the Order Confirmation at no cost, as may be adjusted in terms of Clause 2;
"BrightPage IPR" means, Intellectual Property Rights created or owned by BrightPage;
"Fees" means charges for the Services, being either the Monthly Fees or the Annual Fees, as may be amended from time to time in accordance with the Agreement and any additional or subsequent charges payable by the Customer;
"Hosting Provider" means such other provider as chosen by BrightPage from time to time;
"Intellectual Property Rights" means any patents (including supplementary protection certificates), trade marks, service marks, domain names, registered designs, utility models, design rights, moral rights, topography rights, rights in databases, rights in software, copyrights, inventions, trade secrets and other confidential information, the right to data contained within those databases, know how, business or trade names, get up, and all other intellectual property and neighbouring rights and rights of a similar or corresponding character in any part of the world (whether or not registered or capable of registration) and all applications and rights to apply for or for the protection of any of the foregoing;
“Monthly Fees” means the amount to be paid for a Monthly Subscription in terms of the Order;
“Monthly Subscription” means a monthly subscription to the Premium Subscription Services;
“Order” means the Customer’s order for Subscription Services placed through the Web App;
"Order Confirmation" means the Order confirmation issued by BrightPage to the Customer by email subsequent to the Customer placing an Order, together with any amendments to the scope of the Order subsequently agreed by BrightPage and the Customer in writing, including by e-mail;
"Personal Data" shall bear the same meaning as in any applicable data protection laws from time to time;
“Premium Subscription Services” means the services by which the Customer is permitted access to the Web App as set out in the Order Confirmation in return for Fees, as may be adjusted in terms of Clause 2;
"Services" means the Subscription Services and any additional or subsequent services to be provided to the Customer by BrightPage under the Agreement in accordance with the terms of the Agreement, as detailed in the Order Confirmation;
"Subscription Services" means either the Base Subscription Services and/or the Premium Subscription Services;
“Web App” means https://app.BrightPage.tech where the Customer will be able to access the Services; and
"Working Day" or "Office Hours" means 09h00 to 17h00 UK time, Monday to Friday excluding Scottish Bank and statutory holidays.
2 Services and Fees
2.1 The Customer shall be entitled to use the Base Subscription Services at no cost subject to any update to these Terms. BrightPage may cancel the Base Subscription Services at any time.
2.2 In consideration of the Fees, BrightPage shall provide the Premium Subscription Services to the Customer.
2.3 The licence granted for the Premium Subscription Services will commence when payment of the appropriate Fees are received by BrightPage. If a trial period of the Premium Subscription Services has been offered by BrightPage this will commence when BrightPage receives the Customer’s credit card or debit card details and at the end of the trial period if the Customer has not given notice of termination they will automatically be deemed to have converted to a Monthly Subscription and the first Monthly Fees will be charged to the credit or debit card registered by the Customer. At any time you may:
2.3.1 sign up to the Premium Subscription Services via a Monthly Subscription by payment of the Monthly Fees to BrightPage;
2.3.2 sign up to the Premium Subscription Services via an Annual Subscription by payment of the Annual Fees to BrightPage.
2.4 You are entitled to cancel the Premium Subscription Services at any time prior to their renewal and when you do so:
2.4.1 where you are using the Premium Subscription Services under the Trial Period, your subscription will end at the end of the Trial Period; and
2.4.2 where you have signed up to a Monthly Subscription or an Annual Subscription your subscription will end on the day before the next renewal period is to commence.
If you wish to convert from a Monthly Subscription to an Annual Subscription you should terminate your Monthly Subscription and take out a new Annual Subscription.
2.5 If you do not cancel your subscription to the Premium Subscription Services then:
2.5.1 where you have signed up to a Monthly Subscription, it will automatically renew on a monthly basis and you will continue to be charged such Monthly Fees until you cancel your subscription; and
2.5.2 where you have signed up to an Annual Subscription, it will automatically renew on an annual basis and you will continue to be charged the Annual Fees until you cancel your subscription.
2.6 The Customer agrees that BrightPage may increase the Fees at any time with effect from the next renewal period by giving 30 days’ written notice to the Customer.
2.7 The Subscription Services shall be accessed only by you and you must comply with these Terms and other policies which apply to the Web App from time to time. If you fail to do so, your entitlement to use the Subscription Services may be suspended or terminated.
2.8 BrightPage does not accept any responsibility whatsoever for unavailability of the Web App, or any difficulty or inability to download or access content or any other communication system failure which may result in the Web App being unavailable.
2.9 BrightPage does not accept any responsibility or liability for the maintenance or repair of equipment or services acquired by the Customer other than through BrightPage.
2.10 Where a discount code or voucher is used to cover payment for any Fees under the Agreement, the Customer shall be liable for any and all further payments required to be made in accordance with the Agreement until the Customer cancels its use of the Services under the terms of the Agreement.
3 Customer Obligations
3.1 The Customer is responsible for using the Web App in accordance with applicable laws.
3.2 The Customer shall be solely responsible for procuring and maintaining its network connections and telecommunications links and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
3.3 The Customer is solely responsible for all activity on its account and shall comply with all applicable laws and regulations in connection with its use of the Subscription Services, including those related to data protection.
3.4 The Customer shall: (i) notify BrightPage immediately of any unauthorised use of any password or account or any other known or suspected breach of security; and (ii) report to BrightPage immediately and use reasonable efforts to stop immediately any improper use of the Services that is known or suspected by the Customer.
4 Intellectual Property Rights
4.1 Nothing in the Agreement shall transfer or assign the Intellectual Property Rights in the Web App and/or any other BrightPage IPR or third party materials to the Customer and all such Intellectual Property Rights shall remain vested in BrightPage, or the relevant third party of the third party materials.
4.2 The Customer's sole rights in connection with the Web App and any BrightPage IPR is in terms of the licences of use granted in terms of Clause 2.
4.3 BrightPage shall have the right to replace or change all or any part of the Web App at any time.
4.4 In respect of any content the Customer uploads to the Web App (including for the avoidance of doubt any content uploaded for processing by the Web App), the Customer warrants and represents that it has the right, title and authority to do so and that its upload and processing by the Web App will not infringe any third party Intellectual Property Rights.
4.5 The Customer shall indemnify BrightPage against any claim that any content uploaded to and stored through the Web App by or on behalf of the Customer infringes the Intellectual Property Rights of any third party.
5 Personal data
In the event that you upload any Personal Data to the Web App, you warrant and represent that you have the right and authority to do so and that its upload and processing by the Web App will not infringe the rights of any third party.
6 Your details
6.1 You will be required to provide certain information about yourself ("Personal Information") to use the Web App and where you do this you agree:
6.1.1 to provide true, accurate, current and complete Personal Information as prompted by the relevant form;
6.1.2 where you register for an account, to maintain and promptly update your Personal Information (by updating it on the Web App in the your account section, or by sending an appropriately worded email to firstname.lastname@example.org) to keep it true, accurate, current and complete; and
6.1.3 that you will not impersonate any other person or use a false name that you are not authorised to use.
6.2 You may withdraw your consent at any time by deleting your account through the Web App (or requesting its deletion by emailing email@example.com) which will result in all your Personal Information and your profile being removed. You should note that where you withdraw your consent in accordance with this clause, you will not be entitled to a reimbursement in respect of any Fees already paid.
7 User name and password
7.1 Once you have registered with the Web App, your username will be your email address and you will be required to choose a unique password that gives you access to your Web App account. You are fully responsible for (i) maintaining the confidentiality of your username and password and (ii) editing your username and password as and when required and you accept full responsibility for all activities that occur through your Web App account. You agree to:
7.1.1 notify us immediately if you become aware of any unauthorised use of your password or Web App account or any other breach of security by sending an appropriately worded email to firstname.lastname@example.org; and
7.1.2 ensure that you exit from your Web App account at the end of each session. We cannot and will not be liable for any claims, loss or damage of any nature whatsoever, including indirect, consequential or economic losses of profit arising from your failure to comply with these requirements.
8 Prohibitions of use
8.1 We prohibit the use of the Web App for any unlawful purpose.
8.2 In the event that we consider that you are making any illegal and/or unauthorised use of the Web App and/or your use of the Web App is in breach of the Agreement, we reserve the right to take any action that we deem fit, including terminating your use of the Web App without notice and with immediate effect and, in the case of illegality, instigating criminal proceedings.
8.3 Notwithstanding any other provision of the Agreement, we may, at any time and for any reason, terminate these Terms with you and deny you access to the Web App.
8.4 You will not, nor allow third parties on your behalf to:
8.4.1 make and distribute copies of the Web App;
8.4.2 attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Web App; or
8.4.3 create derivative works of the Web App of any kind whatsoever.
9 System requirements
9.1 In order to use the Web App, you are required to have a compatible computer, laptop, mobile telephone or handheld device, internet access and the necessary minimum specifications.
9.2 The version of the Web App software may be upgraded from time to time to add support for new functions and services.
9.3 You acknowledge that the terms of agreement with your respective mobile network provider ("Mobile Provider") will continue to apply when using the Web App on your mobile. As a result, you may be charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the Web App or any such third party charges as may arise. You accept responsibility for any such charges that arise.
9.4 If you are not the bill payer for the mobile telephone or handheld device being used to access the Web App, you will be assumed to have received permission from the bill payer for using the Web App.
10 Web App and Service
10.1 Content on the Web App may change at any time.
102 BrightPage may suspend access to your account, or close it permanently, if it believes that your account has been or is being used by someone else.
11 Warranties and Liability
11.1 Each party warrants to the other party that they have the requisite power and authority to enter into the Agreement and to carry out their obligations under the Agreement and that the execution and performance of the Agreement has been duly authorised by that party.
11.2 To the maximum extent permitted by law, and for the avoidance of doubt, BrightPage hereby disclaims all implied warranties with regard to the Web App. The Web App and software are provided "as is" and "as available" without warranty of any kind. In particular no warranty is given regarding the Free Subscription Services.
11.3 For the avoidance of doubt, BrightPage:
11.3.1 does not warrant that the Customer’s use of the Web App and/or the Subscription Services will be secure, accurate, complete, without error, uninterrupted or free of malicious code; and
11.3.2 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 the Customer acknowledges that the Web App and/or the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.4 For the avoidance of doubt, BrightPage does not warrant or represent anything in relation to third party material. Any warranty or representation relating to third party material shall be provided by the licensor of that third party material, in accordance with their service specific licence terms.
11.5 Nothing in the Agreement shall exclude or limit the liability of:
11.5.1 either party for death or personal injury resulting from the negligence of that party or any of its officers, employees or agents or the liability of either party for fraud or wilful neglect;
11.6 BrightPage shall not be liable to the Customer under or in connection with the Agreement (whether in contract, delict (including negligence), breach of statutory duty or otherwise) for any indirect, special, incidental or consequential loss or loss of business, profits, revenue, anticipated savings or contracts.
11.7 BrightPage shall not in any event be liable for:
11.7.1 loss resulting from any defect or deficiency which BrightPage shall have physically remedied at its own expense within a reasonable time;
11.7.2 any indirect, special, incidental or consequential loss or loss of business, profits, revenue, anticipated savings or contracts or loss or corruption of data in accordance with Clause 11.6;
11.7.3 loss which could have been avoided by the Customer following BrightPage’s reasonable advice and instructions, or where the Customer uses the Services outside of the terms of the Agreement; or
11.7.4 any use of the Web App and/or Services not in accordance with the Agreement.
11.8 The Customer acknowledges that BrightPage shall not be liable for any breach of warranty to the extent that a problem results from or is caused by a problem with hardware or software belonging to or used by the Customer and is a fault not connected with the Services.
11.9 The Customer acknowledges that BrightPage has no control over the nature, accuracy or content of information, data or programs transmitted or received by the Customer which may be input into the Services and that the Customer is entirely responsible for the data it inputs and the manner in which it utilises the Services.
11.10 Notwithstanding clause 11.5, the total aggregate liability of BrightPage under the Agreement shall be the Fees received by BrightPage in the preceding three months from the Customer.
12 Term and Termination
12.1 BrightPage may terminate use of the Web App at any time by giving notice of termination to you.
12.2 You may terminate use of the Web App at any time by cancelling your subscription and uninstalling the App.
12.3 Upon any termination:
12.3.1 the rights and licences granted to you herein shall terminate; and
12.3.2 you must cease all use of the Web App.
The Agreement (and any rights, benefits and/or obligations hereunder) shall not be assigned in whole or in part by the Customer and any attempt by the Customer to do so shall be invalid.
15 Force Majeure
15.1 Notwithstanding anything else contained in the Agreement, neither party shall be liable for any delay in performing, or non-performance of, its obligations hereunder if such delay or non-performance is caused by circumstances beyond the reasonable control of the party so delaying or non-performing, including but not limited to strikes, lock outs, labour disputes, acts of God, war, riot civil commotion, epidemic, pandemic, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, disease, fire, flood, storm or adverse weather conditions ("Force Majeure Event") and such party shall be entitled (subject to giving the other party full particulars of the circumstances in question and to using all reasonable endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.
15.2 If the Force Majeure Event causes a delay or non-performance continues for longer than three (3) months, the party not affected may terminate any relevant Order under which such Force Majeure Event has occurred by giving fourteen (14) days written notice to the other party.
16.1 No failure to exercise nor any delay in exercising any right, power, privilege or remedy under the Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part.
16.2 No single or partial exercise of any right, power, privilege or remedy under the Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
17 Entire Agreement
17.1 The Agreement (together with an Order Confirmation and all other documents to be entered into pursuant to it) sets out the entire agreement and understanding between the parties, and supersedes all prior agreements, arrangements and understandings between the parties, relating to its subject matter.
17.2 BrightPage reserves the right to make any variation or amendment to the Agreement and will endeavour to make the Customer aware of such amendment or variations.
18 Communications and Notices
18.1 Any notice or other document to be served under the Agreement may be delivered or sent by registered post (by airmail if overseas) or e-mail to the party to be served at its address appearing in the Agreement (including in the Order Confirmation) or at such other address as it may have notified to the other parties in accordance with this clause.
18.2 Any notice or document shall be deemed to have been served:
18.2.1 if delivered, at the time of delivery; or
18.2.2 if posted by registered post, at 10.00 hours on the second Working Day after it was put into the post; or
18.2.3 if posted airmail by registered post at 10.00 hours (local time at the recipient's address) on the fifth Working Day after it was put in the post; or
18.2.4 if sent by email, at the time of delivery on any Working Day, and in any other case at 10.00 hours (local time at the recipient's address) on the Working Day following the date of dispatch.
18.3 E-mail notices to BrightPage are to be sent to the following address:
19 Illegality and Severance
If any provision of the Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of the Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of the Agreement in any other jurisdiction shall not be affected.
20 Rights of Third Parties
A person who is not a party to the Agreement has no right to enforce any of its terms under the Contract (Third Party Rights) (Scotland) Act 2017.
21 Governing Law and Jurisdiction
21.1 The Agreement is governed by and shall be interpreted in accordance with the laws of Scotland (in relation to contractual and non-contractual matters).
21.2 Each party irrevocably submits to the exclusive jurisdiction of the Scottish courts in relation to all matters arising out of or in connection with the Agreement (in relation to contractual and non-contractual matters).