In these conditions
(a) An "advertisement" means any or all of an online advertisement, email distribution, editorial feature, or other product offered by us to you;
(b) “Websites” means https://www.brightnetwork.co.uk;
(d) "We" or "us" means Bright Network (UK) Ltd; and
(e) "You" means the person placing the order for the insertion of the advertisement with us, whether you are the recruiter ("the Recruiter") or the Recruiter's advertising agency or media buyer.
1. Where you have purchased an advertisement for a period of time, it is up to you to fully utilise that time. We will not refund you for any underutilised periods. We make no representations as to the effect or likely rate of response to any advertisement, and accept no liability for low response rates. We make no representations regarding the recipients of any email mail-out (including volume). We reserve the right to refuse to carry out an email mail-out where we consider that it would be unlawful, or would generate a negative response in the recipients.
2. We will only accept instructions or conditions applying to an order if those instructions or conditions have been clearly supplied to us in writing, and they have been approved by us. All bookings must be accompanied by a customer reference, contact name and telephone number and purchase order number (where applicable). All copy and artwork, and any changes to copy and artwork, must be provided in accordance with our specifications. Advertisements will be made live within the period of time specified by us to you.
3. You (and the Recruiter, if applicable) hereby grant us the right to publish the advertisement in the relevant Website in any medium, whatever the means or system of production delivery (including mobile and tablet versions).
4. You warrant that
(a) In relation to an advertisement, you contract with us as a principal notwithstanding that you may be acting directly or indirectly for a Recruiter as an advertising agent or media buyer or in some other representative capacity;
(b) The making available and/or publication of the advertisement as originally submitted (or as amended pursuant to paragraph 3) will not breach any contract, or infringe or violate any copyright, trademark or any other personal or proprietary right of any person, or render us liable to any claim or proceedings whatsoever;
(c) Any information supplied by you in connection with the advertisement is accurate, complete and true;
(d) In respect of any advertisement submitted for publication which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified, you or the Recruiter has obtained the authority of such living person to make use of such name, representation and/or copy;
(e) The advertisement complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force or applicable in the UK; and
(f) All advertising copy submitted to us is legal, decent, honest and truthful and complies with the British Code of Advertising Practice and all other relevant codes under the general supervision of the Advertising Standards Authority.
Each of the above warranties applies to each publication of an advertisement during a campaign.
5. We may reject, or require to be amended, any artwork, materials and copy for or relating to an advertisement
(a) So as to comply with legal or moral obligations placed on us or you or any Recruiter;
(b) So as to avoid infringing a third party's rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority, laws relating to discrimination, employment or human rights or other laws; or
(c) Where the advertisement does not comply with our technical specifications.
We have no liability to you for declining to publish an advertisement for any of the foregoing reasons.
6. We have the right at our discretion to decline to publish, or to omit, suspend or change the position of, any advertisement otherwise accepted for publication. We do not guarantee any position within Bright Network’s Websites, and we reserve the right to publish an advertisement in a position which we reasonably consider to be of equal value. However, we will use reasonable efforts to comply with your wishes, although we give no representation, warranty or undertaking as to the date of publication or position of an advertisement.
7. We may redesign or alter the Websites or any part of the Websites in our discretion, and make any necessary change to the size, appearance or position of any advertisement we deem necessary to modify as a consequence. If we change our available inventory or advertising products, we reserve the right to provide you with a reasonable equivalent.
8. We will not be liable for any loss of copy, artwork, or other materials, which you warrant that you have retained in sufficient quality and quantity for whatever purpose. The foregoing includes misdirected electronic communications.
9. Where you are the Recruiter's advertising agency, you warrant that you are authorised by the Recruiter to place the advertisement with us and you will indemnify us against any claim made by the Recruiter against us arising from the publication thereof.
10. We shall have the right to change our scale of advertisement rates at any time. All prices are exclusive of VAT. Prices apply to publication on the specified Website only. Unless specifically stated, publication on another Website will be separately charged. VAT will be charged at the rates specified by law where applicable.
11. We shall not be bound by a stop order or cancellation or transfer of the advertisement unless it is in writing, and we have confirmed your cancellation. The cancellation deadline is seven days from the signing of a booking form. Any stop order, cancellation or transfer of the advertisement other than prior to this deadline shall not (even though it be followed by us) affect your liability for payment for the advertisement.
We may treat as cancellation the fact that
(a) You become insolvent, have an administrator, receiver or manager appointed over the whole or any part of your assets or business, make any composition or arrangement with your creditors, take or suffer any similar action in consequence of debt, or an order or resolution (whether final or not) is made for your bankruptcy, winding-up, dissolution or liquidation (other than for the purpose of solvent re-organisation) or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the above; or
(b) You are otherwise in breach of any of these terms and conditions.
12. In the absence of any other specific arrangement between you and us, payment in respect of the advertisement (including any associated production, late copy and box number changes) is due within 30 days of receipt of our invoice.
13. Payment for the advertisement shall be made as aforesaid whether or not you shall have
(a) Received our invoice; or
(b) Been provided by us with an order number at the time the advertisement was booked.
Non-provision or incorrect provisions by us of an invoice quoting your customer reference will not constitute a reason for delay in payment.
14. You agree to pay to us in respect of each advertisement for which payment is not made by the due time. Interest on the amount paid late at the rate of 4% above the base rate of Lloyds Bank PLC accruing daily (including the day on which payment was due) both before and after judgement. Any such additional charge is payable within seven days following delivery of our invoice particularising it. We may at any time, without notice to you, set off any liability you have to us against any liability we may have to you, whether any such liability is present or future , liquidated or unliquidated, and whether arising from any advertising arrangement or not, and irrespective of the currency of its denomination. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by us of our rights under this clause shall be without prejudice to any other rights or remedies available to us under these terms and conditions or otherwise.
15. It is your responsibility to check the correctness of the advertisement (and of each publication of the advertisement if more than one). Without prejudice to paragraph 6, we assume no responsibility for the continuation of an error in an advertisement until 48 hours after you have notified us of the error. Any other matter of complaint, claim or query (whether in relation to the advertisement or the invoice) in relation to the quality, content, publication of, or charge for an advertisement must be raised with us in writing within seven days following the first publication of the advertisement or the date on which it is claimed the advertisement should have been published. Any queries in relation to invoices must be raised within seven days of the date of the invoice. In any such circumstances (without prejudice to our entitlement to be paid a sum representing a reasonable proportion of the charge agreed at the time the advertisement was booked for the advertisement as published) our liability is strictly limited either (at our option) to giving you a credit against our charge for the advertisement or (in an appropriate instance) publishing the advertisement for a period of time without charge. Such complaint, claim or query shall not affect your liability for payment by the due time of our charges for that and all other advertisements.
Where a query relates to a failure to publish an advertisement in a specified position, we will only be liable to refund a proportion of the fees that reflect any additional charge for that specified position. We will not be liable for a refund where we have provided a reasonably equivalent position.
In the event that a query is raised in relation to publication of an advertisement, Bright Network accepts no liability until a formal investigation has taken place and a written conclusion has been produced.
16. If we agree to pay or credit you a rebate, refund or other benefit, you may not query or dispute any invoice to which that benefit applies after the benefit has been paid or credited to you.
17. We will not notify you of the commencement of a campaign.
18. You will indemnify us and any publisher of an advertisement and agree to keep us and any such publisher indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising directly or indirectly as a result of any breach or non-performance of any of the representations, warranties or other terms herein contained or implied by law.
19. The placing of an order for publication of an advertisement shall amount to an acceptance of these terms and conditions, and any terms and conditions stipulated on an order form or elsewhere by you shall be void insofar as they are inconsistent with these conditions, unless they have been agreed and acknowledged by us in writing as taking priority over these terms and conditions.
20. These terms and conditions set out the full extent of our and any publisher's obligations and liabilities in respect of publication of any advertisement. In particular, there are no terms as to satisfactory quality, fitness for a particular purpose or of any other kind whatsoever, except as specifically stated in these terms and conditions, and any condition or other term which might otherwise be implied into or incorporated into a contract, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permissible at law, except in respect of injury to or death of any person caused by our negligence. We are not liable to you or any third party for loss of profits, loss of contracts, loss of anticipated savings, data, goodwill and revenue or any other indirect or consequential loss arising from breach of contract or howsoever, and our maximum liability to you for any loss or damage arising out of the contract between you and us relating to any advertisement, its publication or non-publication (except in respect of injury to or death of any person caused by our negligence) is limited to the amount paid or payable by you in respect of such advertisement.
21. No waiver or indulgence by us shall be effective save in relation to the matter in respect of which it was specifically given. Any refunds, or compensation or benefits applied to an advertisement will apply to that insertion only and will not apply for an entire campaign.
22. These terms and conditions shall apply to each contract for the insertion of an advertisement.
23. The contract which incorporates these terms and conditions shall be construed under, and governed by, the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.