Terms of Service

These terms ("Terms") govern your use of brighthaven-digital.com (the "Website") and set out the general basis on which Brighthaven Digital Ltd supplies marketing services. By using the Website you accept these Terms. If you do not accept them, please stop using the Website.

1. About us

Brighthaven Digital Ltd is registered in England and Wales under company number 00000000, with its registered office at Brighthaven House, 12 Waterloo Street, Birmingham, B2 5TB. Our VAT registration number is GB 000000000. You can contact us at [email protected].

2. Using the Website

You may access the Website for your own lawful business or personal purposes. You must not:

• use the Website in any way that breaches applicable law or regulation;
• attempt to gain unauthorised access to the Website, its server or any connected system;
• introduce viruses, trojans, logic bombs or other malicious code;
• carry out any denial-of-service attack or interfere with the availability of the Website;
• scrape, harvest or systematically extract content without our written consent; or
• misrepresent your identity or affiliation when contacting us.

We may suspend or withdraw the Website, or restrict access to it, at any time and without notice. We do not guarantee uninterrupted availability.

3. Intellectual property

All intellectual property rights in the Website and its content — including text, layout, graphics, logos, iconography and source code — belong to us or our licensors and are protected by copyright and trade mark law. You may view, download and print extracts for your own internal reference. You must not reproduce, republish, adapt or commercially exploit any part of the Website without our prior written permission, and you must not remove or alter any copyright or proprietary notice.

"Brighthaven Digital" and our logo are trade marks of Brighthaven Digital Ltd.

4. Accuracy of content

Website content is provided for general information only. It does not constitute professional, legal, financial or investment advice and should not be relied upon as such. Case study figures are indicative, relate to specific historical engagements and are not a prediction of results in any other account. We take reasonable care to keep content current but make no warranty that it is complete, accurate or up to date.

5. Third-party links

Where the Website links to third-party sites or resources, those links are provided for convenience only. We have no control over the content of those sites and accept no responsibility for any loss or damage arising from your use of them.

6. Supply of services

Marketing services are supplied under a separate written agreement comprising a statement of work and our master services agreement (together, the "Agreement"). Nothing on this Website constitutes an offer capable of acceptance, and no contract exists until the Agreement is signed by both parties. Where these Terms conflict with the Agreement, the Agreement prevails.

Each statement of work sets out the scope, deliverables, service levels, fees, term and named personnel. Changes to scope are agreed in writing through a change control note before work begins.

7. Fees, invoicing and media funding

• Fees are a flat monthly retainer or a fixed project fee, stated in the statement of work and exclusive of VAT.
• We do not charge a percentage of ad spend and we do not accept rebates, commissions or other incentives from Google or from any third-party tool vendor.
• Retainers are invoiced monthly in advance. Project fees are invoiced in the instalments set out in the statement of work.
• Invoices are payable within 30 days of the invoice date unless agreed otherwise in writing.
• Google Ads spend is billed by Google directly to the client wherever possible. Where we fund ad spend on the client's behalf, it is pre-paid and reconciled monthly at cost.
• We may charge interest on overdue sums at 4% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend services while an invoice is more than 30 days overdue.

8. Client responsibilities

To deliver effectively we rely on the client to provide timely access to advertising accounts, analytics properties, websites and brand assets; to nominate a decision-maker with authority to approve work; to supply accurate product, pricing and stock information; to review deliverables within agreed timescales; and to ensure that all materials supplied to us do not infringe third-party rights and comply with applicable advertising law and industry codes, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing. Delay or inaccuracy in these areas may affect timelines and results, and we are not liable for the consequences.

9. Performance and results

We provide services with reasonable skill and care in accordance with good industry practice. Advertising outcomes depend on many factors outside our control, including platform algorithm changes, auction dynamics, competitor behaviour, seasonality, your pricing, stock availability and website performance. Accordingly we do not guarantee any specific level of ranking, traffic, conversion volume, revenue or return on ad spend, and any forecast we provide is an informed estimate rather than a warranty.

10. Confidentiality and data protection

Each party will keep the other's confidential information secret, use it only for the purposes of the Agreement, and return or destroy it on request. Obligations continue for three years after the Agreement ends and indefinitely for trade secrets.

Where we process personal data on a client's behalf we do so as processor under a data processing agreement that meets Article 28 of the UK GDPR. Our own processing as controller is described in our Privacy Policy.

11. Term and termination

Retainer engagements run on a rolling basis and may be terminated by either party on 60 days' written notice after any initial minimum term stated in the statement of work. Either party may terminate immediately if the other commits a material breach that is not remedied within 21 days of written notice, or becomes insolvent. On termination the client pays for services performed up to the termination date, and we provide a documented handover of accounts, assets and access at no additional charge.

12. Liability

Subject to the above, and to the fullest extent permitted by law:

• we exclude all implied warranties, conditions and terms relating to the Website;
• we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or any indirect or consequential loss;
• our total liability arising under or in connection with an Agreement is limited to the total fees (excluding pass-through media costs) paid by the client to us in the 12 months preceding the event giving rise to the claim; and
• our total liability in connection with use of the Website by a non-client is limited to £100.

We maintain professional indemnity and public liability insurance; details are available on request.

13. Force majeure

Neither party is liable for failure or delay in performing its obligations caused by an event beyond its reasonable control, including acts of God, war, civil unrest, industrial action, epidemic, failure of utilities or telecommunications networks, or the withdrawal or material change of a third-party advertising platform. The affected party will notify the other promptly and use reasonable endeavours to mitigate.

14. General

• Entire agreement. The Agreement and these Terms set out everything agreed between the parties on their subject matter and supersede prior discussions.
• Assignment. Neither party may assign its rights without the other's written consent, except to a group company or in connection with a sale of its business.
• Subcontracting. We may use vetted subcontractors but remain responsible for their work.
• Non-solicitation. Neither party will knowingly solicit the other's employees during the engagement or for six months afterwards, excluding responses to public advertisements.
• Publicity. We will not name a client or use its logo without prior written approval.
• Severance. If a provision is found unenforceable, the remainder continues in force.
• No waiver. A delay in enforcing a right does not waive it.
• Third parties. No one other than the parties has any right to enforce these Terms.
• Notices. Notices must be in writing and sent by email to the addresses in the Agreement, or by recorded post to the registered office.

15. Governing law and jurisdiction

These Terms, their subject matter and formation are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute, although the parties will first attempt in good faith to resolve it through senior-level discussion and, if that fails, mediation under the CEDR Model Mediation Procedure.

16. Contact