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Terms of Use of Website
Privacy Policy
Email Disclaimer
T&Cs Good and Services
Terms of Use of Website
Below are our terms for the use of this Website, whether as a guest or a registered user - please read these terms carefully before using this Website.
These terms are an agreement ("Agreement") between you and Bright Horizon Creative Limited about your use of this Website and the information contained in or available through this Website and should be read in conjunction with our privacy policy. If you do not agree to these terms in full, please leave this Website and do not make use of our services. By remaining on this Website and/or making use of our services you are deemed to accept these terms in full. Our terms and our privacy policy are updated from time to time, e.g. to reflect changes in our services and this Website. Please return to these terms from time to time and note any changes, as they are binding on you. Protecting your privacy is very important to us: please review our privacy policy, the policy can also be found on this section of the website, which explains how we treat your personal information and protect your privacy.
1. Definitions
1.1 www.BrightHorizonCreative.co.uk, “Us”, “Our” and “We” all refer to this Website, or the owner of it, which Website belongs to Bright Horizon Creative Limited, company number 16353368, a private company registered in England and Wales with its registered office address at 7 Monetery Croft, Silsoe, Bedford, MK45 4QN, whose main trading address is at 7 Monetery Croft, Silsoe, Bedford, MK45 4QN.
1.2 “You” refers to you the visitor and, or customer.
1.3 “Website” means this website at www.BrightHorizonCreative.co.uk.
2. Access to website
2.1 You can access most parts of this Website without having to register any details with us. This includes all articles, guides, news and product information pages within the Website. [Access to our customer control panel is only available to registered members. Registration is free.]
2.2 It is for you to make the proper arrangements for you to access this Website. You are responsible for ensuring that all persons who access the Website through your Internet connection are aware of this Agreement, and that they comply with it.
2.3 Our website is intended for people in the United Kingdom. Content available on our site may not be suitable or accessible from other countries. We may restrict the availability of our website or our services or goods to any person or country at any time without prior notice. If you access our site from outside the United Kingdom, you do so at your own risk.
3. Use of website and services
3.1 Any material that is available free of charge on this Website you are permitted to use for your own personal use, but not for distribution (including sharing or making available for use by others by any means, whether free of charge or for payment) or resale. You promise that you will not resell or otherwise attempt to commercially benefit from the Website content.
3.2 All intellectual property (including without limitation copyright) in this Website and its content belongs to us or our licensors and are protected by copyright laws around the world. You have permission to print one copy and download extracts of any web page(s) from our website for (a) your personal use and (b) to mention to colleagues in your organisation. You do not have permission to use any illustrations, photographs, video or audio files separately from any accompanying text. Our status (and that of any identified contributors) as the authors of material must always be acknowledged and you must not use the material on the Website in a derogatory manner.
3.3 Otherwise, than in accordance with clause 3.1, no part of this Website may be used without our prior permission.
3.4 If, in breach of these terms of use, you print off, copy or download any part of our website, then your right to use our Website and is contents is automatically revoked - you must then immediately destroy any copies you have made of any part of our Website.
3.5 We do not guarantee that our website will be free from bugs or viruses or protected at all times against hacking. You are responsible for setting up your computer to access our website and using appropriate firewall and virus protection software.
3.6 Our terms and conditions of supply, also available on the same page as the terms of use, will apply if you purchase goods or services from our Website.
4. Site uptime
4.1 We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and other technical issues. Therefore, we will not be liable if this Website is unavailable at any time. We do not guarantee that our website, or any content on it, will be available uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our website is unavailable at any time or for any period.
4.2 This Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give our visitors advance warning of maintenance issues but shall not be obliged to do so.
5. Visitor conduct
5.1 With the exception of personally identifiable information, the use of which is covered under our privacy policy, any material you send or post to this Website shall be considered non-proprietary and not confidential. Unless you advise us to the contrary, we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.
5.2 When using this Website, you must not attempt unauthorised access to our Website, the servers on which our Website or database are stored or any servers, computer or database connected to our site, and you shall not post or send to or from this Website any material:
5.2.1 for which you have not obtained all necessary consents.
5.2.2 that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom; or
5.2.3 which is harmful in nature, including, and without limitation, denial-of-service attacks, computer viruses, trojans, worms, logic bombs, corrupted data, or other potentially harmful software or data.
5.3 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
5.4 We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this Website in breach of Paragraph 5.2.
5.5 If a third party alleges that content posted by you on our site is in breach of their intellectual property rights or their right to privacy, we may disclose your identity to such third party.
5.6 We reserve the right to remove any posting you make on our website for any reason and without notice, but particularly if your post does not comply with these terms of use.
6. Your account and password
6.1 If you choose, or you are provided with, a user log-in or password as part of our security procedures, you must keep such information confidential.
6.2 If in our reasonable opinion you have breached these terms of use, then we may disable any user log-in or password at any time.
6.3 If you suspect anyone else knows your user log-in or password, you must promptly notify us at deborah@brighthorizoncreative.com. You can also use this email address if you have problems with logging in or access.
7. Links to and from other websites
7.1 Any links to third party websites located on this Website are provided for your convenience only. We have not reviewed each third-party website and have no responsibility for such third-party websites or their content. We do not endorse the third-party websites or make representations about them, or any material contained in them. If you choose to access a third-party website linked to from this Website, it is at your own risk. We will not be liable for any loss or damage that may arise from your use of them.
7.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, any page on this Website, and subject to the following conditions:
7.2.1 you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed to by us in writing.
7.2.2 you do not misrepresent your relationship with us or present any false information about us;
7.2.3 you do not link from a website that is not owned by you; and
7.2.4 your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.
7.3 If you choose to link to our Website in breach of Paragraph 7.2 you shall fully indemnify us for any loss or damage suffered as a result of your actions.
8. Disclaimer and exclusion of liability - please read carefully
8.1 Our website is made available free of charge. We take reasonable steps to ensure that the information on this Website is correct at the time of first publishing. However, we do not guarantee the correctness or completeness of material on this Website or the absence of inaccuracies, omissions or typographical errors. We may make changes to the material on this Website at any time and without notice, including corrections. The material on this Website may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up to date. We are not liable to send you notice of any changes or corrections made.
8.2 The material at this Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this Website on the basis that we exclude all representations, warranties and conditions which but for these Terms may have effect in relation to this Website.
8.3 All information and services are provided "as is" without warranty or condition of any kind. We disclaim all warranties and conditions with regard to this information and services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
8.4 Any information on the Website in many cases will be an abbreviated and simplified summary for general use or general guidance only and is not a substitute for taking specific advice on your own situation from an appropriate expert. Before taking, or refraining from, any action on the basis of the content of our website, you must obtain suitable advice from a professional or specialist.
8.5 You use the Website at your own risk - neither we, nor our agents, employees and sub-contractors, shall be liable to you or any other party for any losses or damages whatsoever or howsoever arising in connection with the website (whether under these terms and conditions or other contract or as a result of any misrepresentation, misstatement or tortious act or omission, including negligence).
8.6 Neither we nor any other party (whether or not involved in producing, maintaining or delivering this Website) shall be liability or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our Website. This exclusion shall include (without limitation) servicing or repair costs and any other direct, indirect or consequential loss, and whether in tort, contract or otherwise in connection with this Website.
8.7 We shall have no liability to any users for loss (whether in contract, tort, including without limitation negligence, breach of statutory duty or otherwise, and whether foreseeable or not) relating to:
8.7.1 use of, or inability to use, our website; or
8.7.2 use of, or reliance on, the contents of our website.
8.8 In addition, if you are a business user, we will not be liable to you for:
8.8.1 lost profit or turnover;
8.8.2 interruption or disruption of your business;
8.8.3 your failure to make anticipated savings;
8.8.4 lost business opportunities or damage to your goodwill or reputation; or
8.8.5 indirect or consequential losses.
8.9 In addition if you are a consumer, you agree not to use our site for any commercial or business purposes, and we shall have no liability to you for anything mentioned in Paragraphs 8.8.1 to 8.8.5.
8.10 We shall have no liability to you for any losses caused by a distributed denial-of-service attacks, computer viruses, trojans, worms, logic bombs, corrupted data, or other potentially harmful software or data that may damage your computer system, software and data from your use of our Website or your downloading of any content on it, or on any website linked to it.
8.11 Nothing in these Terms shall exclude or limit liability for (i) death or personal injury caused by negligence (as defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under English law.
9. Miscellaneous
9.1 If any part of this Agreement is determined to be invalid or unenforceable under any applicable law, including, but not limited to, the above disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed to be replaced by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement will continue in effect.
9.2 Unless otherwise specified, this Agreement constitutes the entire Agreement between you and us with respect to the use of the Website and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to the use of the Website.
9.3 You must not assign or otherwise transfer the Agreement, or any right granted under it, without our written consent. We can freely transfer our rights under the Agreement.
9.4 Any failure by us to enforce or exercise any provision of the Agreement, or any related right, will not be a waiver of that provision or right.
9.5 We may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, postings on the Website, or other reasonable means now known or developed in the future.
10. Governing jurisdiction
10.1 These Terms shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with these Terms are subject to the exclusive jurisdiction of the courts of England and Wales.
Version: April 2025
Privacy Policy & Notice
About this Policy
This privacy policy and general privacy notice applies to Bright Horizon Creative Limited. We at Bright Horizon Creative Limited take your privacy seriously, and this policy and notice has been drafted in accordance with the requirements of the General Data Protection Regulations (“GDPR”), with the support of the legal team at www.legalo.co.uk.
This privacy notice explains how we look after your personal data (in all situations where we collect your data), sets out your privacy rights and explains how the law, and our approach to privacy and personal data, protects you.
This privacy notice supplements any other privacy notices that we may provide to you at the point that we collect data from you and should be read in conjunction with those notices.
Our status and details
For the purpose of the GDPR, we are the data controller and any enquiry regarding the collection or processing of your data should be addressed to our [Data Protection Officer OR Privacy Manager] using the contact details below:
Name or title: Mrs Deborah Elaine Bright
Email address: deborah@brighthorizoncreative.com
Postal address: 7 Monetery Croft, Silsoe, Bedfordshire, MK45 4QN
By using this Website, you consent to this policy. We are registered with the Information Commissioner’s Office for this purpose.
Information we collect
We will collect, process and store personal data only if it is directly provided to us by you. You may do this in your capacity as the user of this Website, by enquiring in relation to our goods or services, becoming a customer or supplier, or potential supplier.
Personal information covers any information which relates to you as an identifiable person. Below are examples of the type of data that this may include:
(a) Identity Data including forenames, last name, maiden name, date of birth, gender, marital status, and username or similar identifier.
(b) Contact Data may include invoicing; purchase order; home or work address, email address and telephone numbers, personal or job title and position.
(c) Financial Data may include bank account and payment card details.
(d) Special Category Data for example health or medical data, details about your race, religion, sex and political opinions.
(e) Transaction Data may include payments made for products and services you have purchased from us, or in relation to payments that we have made to you.
(f) Technical Data may include internet protocol (IP) address, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices used to access this Website.
(g) Profile and Usage Data may include enquiries submitted by you, purchases information, feedback and survey responses, and how you use our website, products and services.
(h) Marketing Data may include details of any preference that you have advised us of in relation to marketing communications from us.
We may also collect non-personal data such as aggregated data, which is data that may be obtained from your personal data, but which does not directly or indirectly identify you. This may include usage data detailing how you use our website and the features and areas that you have interacted with.
How do we collect your personal data?
A range of different methods may be used to collect data, which may include the following methods:
(a) Direct interactions with us in person, by post, phone, email or otherwise. For example, you might give us your Identity, Contact and Financial Information in this way.
(b) Automated technologies or interactions with our website, by using the web enquiry form [or the shopping cart on this website]. For example, you might give us your Identity, Contact and Financial Information in this way.
(c) Third parties or publicly available sources (third parties may be used in processing Identity, Contact and Financial categories of personal data).
Data accuracy
It is important that the data that we hold about you is accurate and up to date. In the event that your data changes, please notify us, so that we can update our records.
Use of your information
We may hold and process personal data that you provide to us in accordance with the GDPR.
The information that we collect and store relating to you is primarily used:
(a) To enable us to provide our goods or services to you, to communicate with you and to meet our contractual commitments to you. This may include Identity, Contact, Financial and Transactional data.
To notify you about any changes to our business, such as improvements to our website or service/product changes, that may affect our service or relationship with you. This may include Identity and Contact data.
If you are an existing customer, we may contact you with information about goods and services similar to those that were the subject of a previous sale to you. This may include Identity and Contact data.
Where you have consented to receive such information, to provide information on other parties’ products or services that we feel may be of interest to you. This may include Identity, Contact and Marketing data.
Where you have consented to receive our e-newsletters to provide that to you. This may include Identity and Contact data.
Where we need to comply with a legal obligation. This may include Identity, Contact and Transactional data.
Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests. This may include all types of data.
Where we collect your data for marketing purposes, we will always request your consent at the point the data is collected, to use your data for that purpose.
We will always obtain your consent prior to sharing your personal data with any third party for their marketing purposes. This may be to enable relevant third parties to advise you of products or services that may be of interest to you.
We will only use your personal data for a reason other than the purpose for which it was originally obtained if we consider that we need to use it for that other purpose and have a legitimate interest in doing so.
Disclosure of your information
There are a range of circumstances where we may disclose your data to third parties. These include:
(a) Regulatory bodies. We may disclose your data to regulatory bodies to enable us to comply with the law, to assist fraud protection and to minimise credit risk. This may include Identity, Contact and Transactional data.
(b) Our suppliers. We may disclose your data to third parties that are involved in the fulfilment of our services to you. This may include Identity, Contact and Transactional data.
(c) Third party marketing. Where you have consented for us to do so, we may provide your data to selected third parties who may contact you about their goods or services that you may be interested in. This may include Identity, Contact and Marketing data.
(d) Business sale. We may disclose your personal data outside of our organisation: (a) in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets; and (b) if [BUSINESS NAME]’s business is bought by a third party, in which case personal data held by it about its customers will be one of the assets to transfer to the buyer. However, any such transfer will only be on terms that the confidentiality of your personal data is protected and that the terms of this privacy policy will continue to be complied with by the recipient.
Please be advised that we do not reveal information about identifiable individuals to our advertisers, but we may, on occasion, provide them with aggregated data about our website visitors and customers.
If you do not want us to share your data with third parties, you will have the opportunity to withhold your consent to this when you provide your details to us on the form on which we collect your data, or you can do so by writing to us at the address detailed above or sending us an email to deborah@brighthorizoncreative.com at any time.
Controlling the use of your data
Where we rely on consent as the lawful basis for processing your data, you can revoke or vary that consent at any time.
If you do not want us to use your data or want to vary the consent that you have provided, you can write to us at the address detailed above or email us at deborah@brighthorizoncreative.com at any time.
Data storage and the transfer your data
As part of the services offered to you, for example through our Website, the information you provide to us may be transferred to and stored in countries outside of the European Economic Area (EEA), as we use remote website server hosts to provide the website and some aspects of our service, which may be based outside of the EEA, or use servers based outside of the EEA - this is generally the nature of data stored in “the Cloud”. It may also be processed by staff operating outside the EEA who work for one of our suppliers, e.g. our website server host, payment processing provider, or work for us when temporarily outside of the EEA.
A transfer of your personal data may happen if any of our servers are in a country outside of the EEA or one of our service providers is located in a country outside of the EEA.
If you use our service while you are outside the EEA, your personal data may be transferred outside the EEA in order to provide you with these services.
If we transfer or store your personal data outside the EEA in this way, we will take steps with the aim of ensuring that your privacy rights continue to be protected, as outlined in this privacy policy. Where we use suppliers based abroad, we may transfer data to them if they provide similar protection to personal data shared between the EEA and their country.
Security
The transmission of information via the Internet or email is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of data while you are transmitting it to our site: any such transmission is at your own risk.
We have put in place security measures to prevent your data from accidental, loss or disclosure. Once we have received your personal data, we will use strict procedures and security features to try to prevent unauthorised access.
Where we have given you (or where you have chosen) a password, so that you can access certain parts of our site, you are responsible for keeping this password confidential. You should choose a password that it is not easy for someone to guess.
In the event of a data breach, we will notify the ICO and you in the event that the breach results in any likelihood of loss or damage to you.
Data retention
The length of time that we retain, and store data depends on the purpose for which it was collected. We will only store data for as long as is required to fulfil that purpose, or for the purpose of satisfying legal requirements.
It is a legal requirement that we keep certain data about our customers and suppliers for at least six years. The type of data includes Contact, Identity, Financial and Transaction data.
Where you have requested that we provide you with marketing materials, we will retain your data until such time as consent is withdrawn by you.
Use of cookies & tracking pixels
Our website does not use cookies or tracking pixels to gather information about your computer for our services and to provide statistical information regarding the use of our Website. Such information will not identify you personally - it is statistical data about our visitors and their use of our website. This statistical data does not identify any personal details about you whatsoever.
We may also gather information about your general Internet use by using a cookie file [and/or a tracking pixel file]. Where used, these cookies and tracking pixels are downloaded to your computer automatically. This cookie file is stored on the hard drive of your computer, as cookies contain information that is transferred to your computer's hard drive. [A tracking pixel is not stored on your computer.] They help us to improve our website and the service that we provide to you.
All computers can decline cookies. This can be done by activating the setting on your browser which enables you to decline the cookies. Please note that should you choose to decline cookies; you may be unable to access parts of our website. Where we work with advertisers on our website, our advertisers may also use cookies and/or tracking pixels, over which we have no control. Such cookies and/or tracking pixels (if used) would be downloaded or displayed respectively once you click on advertisements on our website.
Your rights
The GDPR gives you a range of rights in relation to the personal data that we collect from. You have the right to:
(a) Access your personal data. This right is commonly known as the ‘data subject access request’ and enables you to receive a copy of the personal data we hold about you. You will not need to pay a fee to access your personal data unless we can justifiably demonstrate that the request is repetitive or excessive. We will respond to all legitimate data access requests within one month, but we may need to obtain further information from you in order to confirm your identity and the legitimacy of the request.
(b) Request update of the personal data. This enables you to have any incomplete or inaccurate data corrected.
(c) Erasure of your personal data. This enables you to ask us to delete personal data where there is no justifiable reason for us continuing to retain and process it. We may not always be able to delete the data, such as if there is an ongoing contractual relationship between us or if we are legally required to retain the data.
(d) Object to processing of your personal data where we are relying on consent or our legitimate interests (or those of a third party) as the justification for processing the data.
(e) Restrict the processing of your personal data. This enables you to ask us to change the processing of your personal data. For example, you may wish to vary the basis on which we contact you.
(f) Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, machine-readable format.
(g) Withdraw consent. Where we are relying on consent to process your personal data, you may withdraw that consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
You can exercise these rights at any time by writing to us at the address detailed above, or by email to deborah@brighthorizoncreative.com.
Third party links
You might find links to third party websites on our website. If you click a link to a third-party website and visit that site, you may be allowing that site to collect and share certain data about you. These websites should have their own privacy policies, which you should check. We do not accept any responsibility or liability for their policies whatsoever, as we have no control over them.
Complaints
If you wish to raise a complaint regarding our use of your personal data, then you can contact the Information Commissioner’s Office (ICO), which is the UK supervisory authority for data protection issues (www.ico.org.uk).
If you do wish to raise a complaint, then we would welcome the opportunity to discuss your concerns before you contact the ICO, to see if we can resolve the issue for you.
Changes to this policy
We may update these policies to reflect changes to the website and customer feedback. Please regularly review these policies to be informed of how we are protecting your personal data.
We welcome any queries, comments or requests you may have regarding this Privacy Policy. Please do not hesitate to contact us.
Version: April 2025
Email Disclaimer
This email was sent by Bright Horizon Creative Limited, a private company registered in England with company number 16353368. Our registered office is at 7 Monetery Croft, Silsoe, Bedford MK45 4QN.
This message and its attachments are intended solely for the addressee and may contain confidential information. If you have received a copy in error, please accept our apologies, then please send it back to us and immediately and permanently delete it from your mailboxes (both inbox and sent items) and your mail server. You may not use, send or disclose the contents of this e-mail or any attachment to anyone else, nor take copies of them. Do not use, copy or disclose the information contained in this message or in any attachment. Copyright is claimed by the sender in both the email and its attachments.
If you have received this email in error, you should not place any reliance on it, nor take any action, nor refrain from taking any action, based on its contents. Neither we nor any other party shall be liable or responsible for any kind of loss or damage that may result to you or a third party as a result of your ignoring this warning. We shall have no liability to you for any losses caused by a distributed denial-of-service attack, computer virus, trojan, worm, logic bombs, corrupted data, or other potentially harmful software or data that may damage your computer system, software and data. We advise that you carry out your own virus checks before opening any attachments. Views and opinions expressed in this email may be those of the named individual sending the email - such views and opinions do not necessarily represent those of this company. These exclusions shall include (without limitation) any direct, indirect or consequential loss, and whether in tort, contract or otherwise.
STANDARD TERMS AND CONDITIONS OF BUSINESS
Version: April 2025
1. Interpretation
1.1 The following definitions shall have the following meanings:
“the Customer”
means the person, firm or company purchasing goods and/or services from the Supplier;
“Force Majeure Event”
means an event beyond the reasonable control of the Supplier, including 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, inability to procure materials or articles except at increased prices or default of agents, suppliers or subcontractors;
“the Goods”
mean the goods that the Supplier is to supply to the Customer in accordance with these terms;
“Intellectual Property Rights”
means any patent, right to an invention, copyright and related rights, trade mark, business name, design right, domain name, goodwill, the right to sue for passing off, design right, database right, right to use and protect the confidentiality of confidential information (including without limitation know-how and trade secrets) and all other types of intellectual property rights, registered or unregistered, including all applications and the right to apply for renewals or extensions of, and right to claim priority from, such rights and all similar rights or forms of protection existing or which will exist now or in the future in any country;
“the Services”
means the services that the Supplier is to supply to the Customer in accordance with these terms as set out in the Service Specification;
“Service Specification”
the description or specification for the Services and dates for the Services to be provided, given in writing by the Supplier to the Customer;
“the Supplier”
means Bright Horizon Creative Limited, Company number 16353368 whose registered office is at 7 Monetery Croft, Silsoe, Bedford, MK45 4QN.
“these terms”
means these terms and conditions as amended from time to time in accordance with clause 2.2;
“Working Day”
means a day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for business.
1.2 The rules of interpretation in this clause 1 apply in these terms.
1.3 Clause headings do not affect the interpretation of these terms.
1.4 Except where a contrary intention appears, a reference to a clause is a reference to a clause of these terms.
1.5 Unless otherwise specified, a reference to a 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.
1.6 A person includes a corporate or unincorporated body.
1.7 Writing or written includes faxes, but not email.
1.8 Any obligation in these terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.9 Unless the context otherwise requires, (a) words in the singular shall include the plural and in the plural shall include the singular and (b) a reference to one gender shall include a reference to the other genders.
1.10 Any words following the terms “including”, “include”, “in particular” or “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Basis of the Sale
2.1 The Supplier contracts on these terms only, and acceptance by the Supplier of any order from a Customer shall be upon these terms and shall override any other terms and conditions stipulated or incorporated by the Customer in its order or in any negotiations, or which are implied by trade, custom, practice or course of dealing.
2.2 Variations or representations will only be binding on the Supplier if confirmed in writing by an authorised officer of the Supplier.
2.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
2.4 [No contract for the sale of goods shall be concluded until the Supplier has issued an "Acknowledgement of Order".]
3. The Goods
3.1 All descriptions and illustrations (a) contained in the Supplier's website, catalogue, price list and advertisements or (b) otherwise communicated to the Customer are intended to present merely a general idea of the Goods and/or Services described and shall not form part of the contract or have any contractual force.
3.2 If a sample of Goods supplied but not manufactured by the Supplier was exhibited to and inspected by the Customer, it is hereby agreed that such samples were so exhibited and inspected solely to enable the Customer to judge for himself the general quality of the Goods and not so as to constitute a sale by sample.
3.3 The Supplier reserves the right to make substitutions and modifications to the specifications of the Goods, provided that this does not materially affect their performance.
3.4 [In the case of bulk goods, the Supplier reserves the right to deliver up to [5%] more or less than the quantity stipulated on the acknowledgement of order and the Customer agrees to accept such quantity delivered in satisfaction of the order, but a pro-rata adjustment shall be made to the relevant invoice.]
4. The Services
4.1 The Supplier will carry out the Services for the Customer.
4.2 The Supplier will use its reasonable endeavours to procure that the Services are supplied on time as set out in the Service Specification. However in the supply of the Services any dates for performance are only estimates and time shall not be of the essence.
5. Price
5.1 Subject to clause 5.4, the price of the Goods is as stated on [our website OR the Quotation OR the Acknowledgement of Order] and is net of Value Added Tax at the appropriate rate.
5.2 Where carriage, insurance, storage or other charges are shown separately from the price of Goods, they are nevertheless payable by the Customer at the same time as if they form part of the price and shall be treated as such for the purposes of these terms.
5.3 The Supplier shall invoice the Customer in respect of:
5.3.1 Goods, at delivery or afterwards; and
5.3.2 Services, at [weekly OR monthly] intervals in arrears.
5.4 Prices are subject to alteration by the Supplier (to reflect changes in costs of raw materials, labour, transport, etc) to those ruling at date of despatch save where a fixed price has been agreed. The Customer will be notified as soon as possible of such alteration. [Where the alteration exceeds [5%] of the net price of the Goods, the Customer shall have the right to cancel his order, provided such cancellation is received by the Supplier within seven days of the date of notification.] [Any quotation for services is based on the work being done in normal working hours and if done in overtime at the Customer's request an additional charge may be made.]
6. Cancellation
6.1 [Without prejudice to the right of cancellation contained in clause 5.4,] the Customer may not cancel the contract without the written consent of the Supplier. If such consent is given, it is made on the express condition that the Customer shall indemnify the Supplier against all loss, damage, claims or actions arising out of such cancellation, unless otherwise agreed in writing.
7. Payment
7.1 Payment shall be made in cleared funds to a bank account nominated in writing by the Supplier within [NUMBER] days of the date of the invoice relating to the Goods or Services, but the Supplier reserves the right to require payment for the Goods prior to delivery or dispatch. Time for payment shall be of the essence of the Contract.
7.2 All sums payable by the Customer under these terms shall be made without any set‑off, deduction or deferment of any nature.
7.3 In the case of overdue payment, the Supplier may charge interest to the Customer on the amount overdue calculated on a daily basis at the rate of [2%] per month without prejudice to any other rights of the Supplier. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.4 [Where the Supplier has agreed that the Goods may be paid for by instalments, any failure by the Customer to pay an instalment when due shall entitle the Supplier to treat such failure as the Customer's repudiation of the whole contract without prejudice to its other rights to recover damages for that breach.]
7.5 Notwithstanding the provisions of clause 7.1 [and any instalment basis agreed], upon the occurrence of any event under clause 14.1 any period of credit allowed for the Customer on any contract with the Supplier, whenever made, shall cease to apply and payment for all Goods and Services shall be or be deemed to have become due forthwith on delivery.
8. Delivery
8.1 The Supplier may deliver by instalments and may treat each delivery as a separate contract.
8.2 The Customer shall accept deliveries of Goods at the address stated on the purchase order when offered, and shall be liable for any additional costs suffered by the Supplier in the event of wrongful refusal or delay in accepting delivery, in failing to provide premises, services or information for the Supplier to effect safe delivery, or in the event of future deliveries being withheld through the Customer's non‑payment. [Where the Supplier delivers the Goods to the Customer's premises, the Customer shall provide sufficient labour to unload the Goods and the Supplier's driver shall not be required to assist with such unloading.] [Delivery of the Goods shall be completed on the Goods' arrival at the delivery location] OR [Delivery of the Goods shall be deemed to have been completed at 9.00 am on the [NUMBER] Working Day following the day on which the Supplier notified the Customer that the Goods were ready.]
8.3 If the Supplier requires the Customer to return any packaging material to the Supplier, the Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Return of packaging materials shall be at the Supplier's expense.
8.4 If a date is quoted for the Goods’ delivery, it is only an estimate. Time of delivery is not of the essence. The Supplier will have no liability for delays in delivery caused by either a Force Majeure Event or the failure of the Customer to give adequate delivery instructions or other relevant instructions to the Supplier.
8.5 [Delivery shall take place ex‑works the Supplier, who shall notify the Customer when the Goods are ready for delivery. If the Goods are not collected by or on behalf of the Customer within [fourteen] days of the date of such notification, [the Supplier shall arrange for transportation and delivery of the Goods to the premises of the Customer at the Customer's risk and the Customer shall reimburse the Supplier forthwith on demand the costs and expense thereof] OR [the Customer will be liable for storage charges (and all related costs and expenses including insurance) thereafter at such rate as shall be determined from time to time by the Supplier and for all expenses incurred by the Supplier as a consequence of the failure to take delivery (whether or not the Supplier was under any obligation to incur such expenses)].]
9. Retention of Title
9.1 Property in the Goods shall not pass to the Customer until the Customer has paid to the Supplier all sums owed (under this or any other contract) by the Customer to the Supplier [or any other company within the Supplier's group]. The Goods shall be at the risk of the Customer on completion of delivery.
9.2 The Customer will indemnify the Supplier against any loss or deterioration in the Goods while they remain the property of the Supplier and will keep the Goods properly insured for not less than their contract value.
9.3 Without prejudice to any other rights the Supplier may have, the Supplier may recover the Goods and the Customer agrees that the Supplier, its agents or employees may enter on the Customer's premises and remove the Goods at any time, if any of the events in clause 14.1 occur or the goods have not been paid for within [60] days of the due date and in either case property in the Goods has not passed to the Customer.
9.4 Until property in the Goods has passed to the Customer, the Customer shall:
9.4.1 not pledge the Goods or documents of title thereon or allow any lien to arise thereon;
9.4.2 notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1;
9.4.3 store the Goods on its premises separately from its own goods and those of any other person and in a manner that makes them readily identifiable as the goods of the Supplier;
9.4.4 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.4.5 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
9.4.6 not deal with or dispose of the Goods or documents of title thereto or any interest therein (other than by sale to an independent purchaser buying entirely in the ordinary course of the Customer's business); and
9.4.7 not hold itself out as the Supplier's agent in respect of the Goods.
9.5 If payment of any sum is overdue the Supplier shall have the right to commence proceedings against the Customer for the price, notwithstanding that property in the Goods has not yet passed to the Customer.
10. Warranties (sale of goods and services)
10.1 The Supplier warrants that on delivery the Goods are[, and for a period of [12] months after (“the Warranty Period”) they will remain,] (a) of satisfactory quality (within the meaning of the Sale of Goods Act 1979), (b) free from any material defect in design, workmanship and materials and (c) correspond with any agreed written specification, but the Supplier's liabilities under this warranty shall be limited to making available free of charge the labour and materials required to make good any such defects or (at the Supplier's option) replacing any defective Goods. The Supplier's liability under this warranty is also conditional upon the following and these terms shall apply to any repaired or replacement Goods supplied by the Supplier under this clause:
10.1.1 written notice of the defect being given to the Supplier within [14 days] after discovery of the same and in any event within [the Warranty Period OR [3] months after either the date of delivery or the date on which the Customer was informed that the Goods are ready for delivery, whichever first occurs];
10.1.2 the Goods having been properly installed, stored and used by the Customer prior to the defect occurring;
10.1.3 the defect not arising due to the Customer’s failure to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
10.1.4 the defect not arising as a result of the Supplier following any drawing, design or specification supplied by the Customer in the manufacture of the Goods;
10.1.5 the defect not arising as a result of fair wear and tear, wilful damage or negligence;
10.1.6 the Goods not having been subjected to any repair (without the Supplier’s consent), modification or abnormal or improper use; and
10.1.7 the Goods having been returned at the Supplier's request, but at the Customer's expense, for inspection.
10.2 The Supplier warrants that any Services shall be provided with reasonable skill and care. The Supplier's liability under this warranty shall be limited to making available free of charge the labour and materials required to make good any failure to perform the Services with reasonable skill or care. The Supplier's liability is also conditional upon:
10.2.1 written notice of the defect being given to the Supplier within [NUMBER] days after discovery of the same and in any event within [NUMBER] months after the date of performance of [completion of] the Services; and
10.2.2 any goods upon which the Services were performed being properly stored and not having been subject to improper use or modification.
10.3 The warranties contained in clauses 10.1 and 10.2 are given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied whether arising by common law, statute or otherwise, other than that relating to title to the Goods.
10.4 All Goods are sold on the basis that the Customer is neither a consumer nor deals as a consumer within the meaning of the Unfair Contract Terms Act 1977 and that the Customer has satisfied itself as to the suitability of the Goods for use or resale in accordance with its own specialised knowledge and skill.
11. Limitation of Liability and Customer's obligations
11.1 Save as provided under the Unfair Contract Terms Act 1977 and save as mentioned in clause 10, the Supplier's liability for any loss, injury or damage of any nature whatsoever, whether direct or consequential, arising out of or in connection with any Goods supplied [or installed] by the Supplier or resulting from the use thereof and whether arising out of a breach of implied or express term warranty or condition shall not exceed the cost to the Customer of replacing or repairing the Goods provided that the Supplier is afforded a reasonable opportunity of replacing or repairing the Goods. Save as provided under the Unfair Contract Terms Act 1977, the Supplier shall under no circumstances whatever be liable to the Customer for any loss of profit, any indirect loss or consequential loss arising in connection with these terms. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms.
11.2 [Any property supplied to the Supplier by or on behalf of the Customer will be held, worked on and carried at the Customer's risk, save where the Supplier or its employees are shown to have been negligent.]
11.3 If Supplier is to supply any of the Services at the Customer’s premises or other premises or the Customer has requested the Supplier to carry out any services relating to the Goods at the Customer’s premises or other premises, e.g. installation or maintenance, the Customer shall ensure at all times that the relevant premises shall be in a safe condition for such purposes and that the Supplier's employees shall have full and free access thereto at all necessary times and are supplied with all necessary information.
11.4 The Customer will:
11.4.1 co-operate with the Supplier in relation to the Supplier’s provision of the Services;
11.4.2 make the Customer’s premises fit for the provision of the Services;
11.4.3 obtain any licences, permissions and consents that are required for the Services; and
11.4.4 ensure the Supplier’s employees, agents and sub-contractors have safe access as is reasonably required to the Customer’s premises and other assets.
11.5 In the event that the Supplier's provision of the Services is adversely affected by the Customer’s acts, omissions or failure to carry out its obligations (“a Customer Default”), then, without prejudice to the Supplier’s other rights and without incurring liability to the Customer for delay or failure to provide the Services in exercising its rights under this clause 11.5, the Supplier may suspend provision of the Services until the Customer has remedied the Customer Default, and be relieved from its obligations to perform the Services if the Customer Default adversely affects the Supplier's provision of the Services.
12. Indemnity from the Customer
12.1 The Customer hereby indemnifies and holds harmless the Supplier against:
12.1.1 all claims relating to the Goods sold to the Customer in respect of any loss damage or expense sustained by any third party, save only in respect of death or personal injury caused by the negligence of the Supplier or any of its employees or agents; and
12.1.2 any costs or losses incurred by the Supplier directly or indirectly due to the Customer Default.
13. Force Majeure
13.1 The Supplier shall bear no liability for loss, damage or delay howsoever arising by a Force Majeure Event, and in these circumstances may suspend or cancel the whole or part of any delivery. The Supplier shall endeavour to notify the Customer as quickly as reasonably possible if a Force Majeure Event occurs.
13.2 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than [NUMBER] weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the Customer.
14. Default
14.1 Without prejudice to any other rights it may have and without prejudice to the provisions of clause 9, the Supplier may, by notice to the Customer, terminate any contract between the Customer and Supplier forthwith and/or immediately recover from the Customer all sums due from the Customer under any contract with the Supplier (notwithstanding any period of credit which may have been allowed) together with any accrued interest and other legitimate charges and any loss caused to the Supplier as a result of any termination if:
14.1.1 any payment due by the Customer to the Supplier is overdue in whole or in part;
14.1.2 the Customer commits any breach of any of the terms of any contract with the Supplier and, if the breach is remediable, fails to remedy that breach within 7 days after receipt of notice in writing to do so;
14.1.3 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
14.1.4 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
14.1.5 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or its solvent reconstruction;
14.1.6 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
14.1.7 a resolution is passed or a court order made resolving or ordering the Customer to be placed into liquidation or ordering that an administrator be appointed over all or any of its assets;
14.1.8 a receiver or administrative receiver is appointed over all or any of the assets of the Customer; or
14.1.9 the Customer (being an individual) has a petition in bankruptcy entered against him, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.2 Where the Customer is situated outside of the United Kingdom, the Supplier shall be entitled to terminate the contract and/or recover all sums due pursuant to clause 14.1 if any event occurs in relation to the Customer that is analogous to the events described in clauses 14.1.4 to 14.1.9.
14.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods if the Customer fails to pay any amount due on the due date for payment, the Customer becomes subject to any of the events listed in clause 14.1, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
14.4 On termination of a contract for any reason:
14.4.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services or Goods supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
14.4.2 the Customer shall return all of the Supplier’s materials and Goods that have not been paid for in full. If the Customer fails to do so, then the Supplier has the right to enter the Customer's premises and repossess them. Until their return, the Customer shall be responsible for keeping them safe and will not use them;
14.4.3 termination will be without prejudice to the parties’ accrued rights; and
14.4.4 any clauses in these terms that expressly or by implication continue to have effect after termination shall continue in full force and effect.
15. Arbitration
15.1 If at any time any question, dispute or difference whatsoever shall arise between the Supplier and the Customer in relating to or in connection with the contract, either of them shall give to the other notice in writing that it requires such question, dispute or difference to be referred to the arbitration of a person to be agreed upon or, failing agreement within 14 days after the date of such notice, of some person to be appointed on the application of either party by the President for the time being of the Law Society pursuant to the Arbitration Act 1996.
16. Intellectual Property Rights
16.1 The Goods are sold and/or supplied subject to the Intellectual Property Rights of any person to prevent or restrict the sale or use of the Goods in any part of the world; the Customer will in this respect accept such title to the Goods as the Supplier may have.
16.2 Where the Goods have been manufactured according to designs or configurations or processes specified or supplied by the Customer, the Customer represents and warrants to the Supplier that the Goods so designed or configured and processes so used do not infringe the Intellectual Property Rights of any person to prevent or restrict the sale or use of the Goods or materials or the use of such processes in any part of the world. The Customer hereby indemnifies and holds harmless the Supplier against all actions, suits, claims, demands, losses, charges, costs and expenses that the Supplier may suffer or incur in connection with any claim by any third party alleging facts which, if established, would indicate a breach of the representations and warranties contained in this clause 16.2.
16.3 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier. As regards any third party Intellectual Property Rights in the Services, the Customer agrees that the Customer's use of such Intellectual Property Rights is conditional on the Supplier’s obtaining a written licence from the relevant licensor in terms that permit the Supplier to license such rights to the Customer.
17. Miscellaneous
17.1 No waiver by the Supplier of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of the contract.
17.2 The parties agree to be bound by these terms, which they consider to be reasonable. If any clause of these terms is held by any Court or competent authority as invalid or unenforceable in whole or in part the validity of the remainder of these terms and of the remainder of the provisions in question shall not be affected thereby.
17.3 The Customer shall not assign or transfer any contract to which these terms apply nor the benefit thereof to any person whatsoever.
17.4 Without prejudice to any other remedies, in the event of default by the Customer or any of the situations set out in clause 14.1 arising, the Supplier shall have a general lien on all goods and property in its possession (whether worked on or not) and belonging to the Customer in respect of any sums due from the Customer and shall be entitled, after giving 14 days' written notice to the Customer, to dispose of such goods or property as it thinks fit.
17.5 These terms constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between them relating to the subject matter of these terms. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier that is not set out in these terms.
17.6 Any notice given under these terms must be in writing and delivered to the recipient at the address of (a) its registered office (in the case of a company) or (b) its principal place of business (in any other case), or at such other address as has been notified to the sender previously in writing for the purpose of this clause.
17.7 A notice given under these terms [shall be] OR [will not be] validly served if sent by email.
17.8 A person who is not a party to these terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
17.9 These terms shall be governed by and construed in accordance with the laws of England and each of the parties hereto submits to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under these terms.