Bright Machine

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Terms & Conditions

  1. Definitions

    1. "Company" shall be defined as Bright Machine Ltd of Registered office address Market, 133a Rye Lane, London, England, SE15 4BQ registered in England & Wales, company number 7611291, and shall include any other related trading styles.
    2. "Client" shall be defined as the person or Company to whom Goods and/or Services are to be supplied.
    3. "Reseller" shall be defined as any Client who purchases Goods and/or Services from the Company with the intention of selling them on rather than consuming or using them itself.
    4. "Goods and/or Services" shall be known to be any item which the Company supplies to any of its clients for which it is agreed that charges may or may not be applicable, without limitation this includes administrative charges, consultancy fees, server hosting, sub-contractual charges, advance service charges and outside registration fees.

  2. Invoices & Payment

    1. All invoices raised by the Company shall become due for payment on the due date specified in the invoice (usually fourteen days or less) unless consent is expressly given in writing to the Client for an extension of this period or terms of any account facility between the Company and the Client expressly state.
    2. Invoices which are overdue will be subject to an interest charge of 5% per month on the outstanding balance. Invoices which are overdue for a period in excess of 14 days for any Goods and/or Services may be subject to suspension.
    3. Furthermore, at the Company's sole description a Statutory Demand under Section 123 (1)(a) or 222(1)(a) of the Insolvency Act 1986 may be issued for non-payment for Goods and/or Services delivered.
    4. If this remedy does not satisfactorily resolve any non-payment then a "Winding Up Order" may be issued in accordance with the relevant Acts of Parliament such as the Insolvency Act 1986, the Insolvency Rules 1986, Council Regulations (EC) No. 1346/2000 ('the EC Regulation') and the Companies Act 1985.
    5. Any external service or supply of goods bought on behalf of the Client, for or related to the provided service shall be passed through to the Client at full cost.
    6. The Company shall pass on any charges for use of it's credit facilities with its own suppliers, credit card charges, packing, shipping and other handling of items to the Client and will be detailed as such on the invoice.
    7. The Company reserves the right to charge a handling fee for any handling of items as set out in paragraph 2.3.

  3. Late Payment Charges

    1. The Company reserves the right to pass on any excess charges it receives for late payment of invoices for Goods and/or Services supplied to the Client including any interest charges from banks or other financial institutions.

  4. Credit Facilities

    1. By default, the Company does not provide monthly credit facilities to customers other than the 14 day payment period of an invoice. The Company may, at it's discretion, offer such facilities at a later date and reserves the right to apply to any number of external credit reference agencies for information before approving any facility and may carry out regular subsequent checks and if appropriate, suspend or withdraw any given facility and make demand for full settlement of any outstanding balance.

  5. Withdrawal of Service

    1. The Company has the absolute right to withdraw its Goods and/or Services and cancel any contracts with the Client at any given time. The Company shall issue notice of such action in writing in no fewer than 30 days prior to the withdrawal of service.

  6. Data Integrity & Liability

    1. Under normal contractual service circumstances, the Company provides no warranty or accepts any liability for any data either lost or damaged which is stored on any of the Company's or Client's equipment. It is the responsibility of the Client to keep security copies of information.
    2. The Company may provide a chargeable service to its Clients whereby secure copies of information will be made to recordable compact discs / DVD's, flash memory drive or to a server online which may be stored/downloaded by the Company or sent to the Client to be stored at his/her premises or any other such third party appointed by the Client.
    3. The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations as a result of a Force Majeure event, be that any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot, war or pandemic). If the Force Majeure event prevents the Company from providing any of the Goods and/or Services for more than four weeks, it shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving the Client written notice.

  7. Intellectual Property

    1. Where the Company undertakes to provide intellectual services to the Client, it agrees that the intellectual property of any software or documentation written for the Client either carried out remotely or at the Client's premises shall remain with the Client once any and all invoices for such work are settled with the following reservations:
    2. The Company has the right to make a final backup of any work carried out for the Client at the conclusion of the service.
    3. The Company may provide during the course of the service any modules, applications or software code that it has previously developed which is central to the development and conclusion of any project or service. The rights to re-use, modify, redistribute, make publicly available any such items will remain with the Company at all times.
    4. The Client shall, without hindrance, be allowed to retain and use any such modules.
    5. The Company reserves the right to deliver any pre-existing software in an encrypted format.
    6. The Company reserves the right to licence the use of any pre-existing software to the Client which may at the Company's discretion contain time or limitation of use software. The Company shall notify the Client of any such provisions in writing at the onset or during the course of the contract.
    7. The Company reserves the right to re-use any central items of a similar nature developed for the Client in any other contract it undertakes.
    8. The Company shall at its discretion, provide upgrades to such central modules or applications as they become available.

  8. Formation of Contract

    1. By default, the Company shall deem that a contract for any form of service is in effect when asked to carry out any work for the Client.
    2. The Company may require written confirmation of any work to be carried out.
    3. The Company may provide a written quotation subject to acceptance by the Client at the request of the Client.
    4. The Company reserves the right to vary the quotation at any time should the Client make changes to any requirements of work to be carried out.

  9. Termination of Contract

    1. Any contract formed between the Company and the Client shall be mutually binding to the Terms & Conditions set out within this document. Any subsequent misuse of equipment, or non compliance with any of the regulations and terms as set out, shall result in termination of contract or suspension of service, with special inclusion to those details as set out in section 11.
    2. If you choose to terminate your contract, the Company will invoice for any work carried out plus any expenses and handling charges incurred to that time. Termination charges for intellectual services will include up to 50 (fifty) percent of the outstanding contract balance.
    3. The Company reserves the right to cancel your contract at any time without prior written notice of such upon finding that any of the Terms & Conditions set out herein this document or any subsequent revisions thereof have been broken.

  10. Privacy Policy

    1. The Company operates a closed policy on the distribution of information and will not at any time divulge your name, address, telephone number, account details or electronic mail address to any non-legal third party and will only divulge your information to any legal establishment where it is deemed to be in the best interests and operation of the Company.
    2. The Company reserves the right to publicise any non-sensitive details of work carried out for the Client unless explicitly requested by the Client in writing or by email.

  11. Loss of Service

    1. The Company accepts no liability for any loss of service, unavailability of files, damage to data, misuse of equipment by 3 rd parties, failure of any externally managed equipment or communications devices or other services deemed to be beyond the Company's control.

  12. Reselling of Goods and/or Services

    1. Those forming an agreement as a Reseller are additionally bound to the following. Any violation of these additional terms will result in immediate termination of your account.
    2. At any time, the re-selling of any Goods and/or Services is permitted to only one client who shall be the end of the chain, no sub-selling is permitted.
    3. The clients of the Reseller may not contact us directly, either by e-mail, telephone, fax or any other method unless expressly agreed. The Company reserves the right to refuse to answer any questions from the clients of a Reseller.
    4. The Company will at all times advertise its own Goods and/or Services at its own price scales to any person contacting the Company.
    5. In the eventuality of non-payment of invoices for any Goods and/or Services, the Company reserves the right to force total suspension of the Reseller's services and any services used by any clients of the Reseller until such time as any monies are paid. The suspension shall not be lifted until payment is confirmed. In the case of cheques, this may not occur until the cheque becomes cleared funds in our account.

  13. Title of Goods

    1. Title of goods (including documentation, electronic or otherwise) shall not pass from the Company to the Client until such time as any outstanding monies are paid in full or disputes resolved.

  14. Bugs

    1. The Company will make reasonable efforts to fix any bugs that arise within 90 days of relevant Goods and/or Services beings delivered.
    2. The Company will have the final say as to what constitutes a bug and what constitutes a reasonable effort.
    3. Any bugs that arise as a result of alterations made by the Client will not be the responsibility of the Company. Including, but not limited to, changes to the code or database delivered to the Client, changes to the server environment that run the code.

  15. Disputes

    1. At all times in any disputes, the Company's decision is final and will not be subject to outside adjudication by other parties.

  16. Law

    1. These Terms & Conditions are formed under the laws of the United Kingdom and any legal claim shall be made in a court or via the legal system of the United Kingdom.

  17. Changes to Terms

    1. The Company reserves the right, at its sole discretion, to modify or replace these Terms & Conditions at any time. If a revision is material the Company will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at the Company's sole discretion. By continuing to use the Company's Goods and/or Services after those revisions become effective, the Client agrees to be bound by the revised terms.

Changelog

6th December 2023
Updated registered address
21st April 2022
Changed section 17.1 to add a requirement for Bright Machine to notify the Client of any material change to the Terms & Conditions
20th April 2022
Added section 6.3 with regards to Force Majeure liability
3rd January 2021
Updated registered address