In accessing and using any Brightpearl product or service as customer or on a trial basis, you are agreeing to the following terms and conditions (the “Agreement”). Additional contractual terms may apply to some services so it is important that you are familiar with all of the terms applicable to your use of our Services.
The Brightpearl software is wholly owned by T27 Systems Limited whose registered number is 06260621 and registered address is at New Bond House, First Floor, Bond Street, Bristol, United Kingdom BS2 9AG (hereafter referred to as “Brightpearl”). This Agreement constitutes an agreement between you (including all users of your Brightpearl account) and Brightpearl governing your use of the service, superseding any prior agreements between you and Brightpearl (including but not limited to any previous version of this Agreement).
Brightpearl reserves the right to update or change this Agreement without notice. Any new features that augment or enhance the current Service, including the release of new tools or resources, shall be subject to this Agreement and the failure of Brightpearl to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Violation of any of the terms below may result in the suspension or termination of your Account or License. Whist Brightpearl prohibits unauthorised conduct and content on the service as indicated below, you may be exposed to such materials and you agree to use the service at your own risk and Brightpearl shall not be liable in such event.
1. Definitions
1.1. “We”, “Our” or “Brightpearl” means T27 Systems Limited whose registered number is 06260621 and whose registered address is at New Bond House, First Floor, Bond Street, Bristol, United Kingdom BS2 9AG;
1.2. “You” means you, the person using our products, services or visiting our Website;
1.3. ““Services” means all products, goods or services we provide and anything else we do for you.
1.4. ““GMV” means Gross Merchandise Value and includes all sales occurring on external sales channels (including the Brightpearl webstore), which are subsequently imported into Brightpearl via the Brightpearl multichannel ecommerce module. GMV includes the product sales price, applicable taxes (e.g. VAT), shipping costs and other surcharges charged to the buyer and forming part of the gross sale transaction imported into Brightpearl, regardless of payment state. The value of returns and refunds will not be deducted from the GMV calculation.
2. Terms of Use
2.1. You must be a person. (Accounts registered or run through automated methods are not permitted)
2.2. You must provide your full legal name, a valid email address and any other information requested by Brightpearl in order to complete the signup process and license.
2.3. You are responsible for maintaining the security of your account login information (Username & Password) Brightpearl cannot and will not be liable for any loss or damage from failure to comply with this security obligation.
2.4. You may not use your account for any illegal or unauthorized purpose. You must not, in the use of this service, violate any laws in your jurisdiction (including, but not limited to copyright laws).
3. Account Billing, Invoicing and Refunds
3.1. Payment is due in advance at the start of each billing cycle. Your billing cycle starts on the day that your Brightpearl account was created, so if you sign up on the 14th your next bill is due on the 14th of the next month.
3.2. Payment is to be made by credit or debit card on your Brightpearl account.
3.3. Brightpearl reserves the right to suspend or terminate access to the Services upon seven (7) days written notice to you in the event of late or non-payment of Brightpearl’s invoices The Service is billed in advance on a monthly basis and payment received shall be on a non-refundable basis. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
3.4. Where the Services are provided under the Ecommerce module, payment shall be made monthly in advance in accordance with the anticipated sales volumes (GMV) under the subscription. You acknowledge and accept however, that overage charges shall be applied monthly in arrears where such agreed sales volumes (GMV) are exceeded.
3.5. Where you have selected to receive the Services under a minimum order period, you accept that termination of the Services for convenience during that period shall not relieve you of the obligation to pay the charges applicable to the remainder of such minimum period.
4. Cancellation and Right to Monitor
4.1. Upon cancellation of an account, payment is to be made up to the end of the billing period you are in, no refunds will be given.
4.2. Cancelled accounts will have their data archived in a secure backup facility for up to 2 months after cancellation, upon the expiry of which it will be automatically deleted. During such 2 month period you can elect to have this data extracted and supplied to you or alternatively deleted.
4.3. Brightpearl recognises and confirms that the information from you contained in and processed by the Service is confidential. In the normal provision of the Service Brightpearl would not access or monitor your account. However, Brightpearl reserves the right to utilise such access in order to support, manage and protect the integrity of the Service (including but not limited to preventing illegal activity, uploading of virus infected files or questionable material and for general customer support).
5. Right of Refusal
5.1. Brightpearl has the right to accept or decline trial and paid account requests in its sole discretion with no obligation to detail the reasoning behind such decision.
6. Modifications to the Service and Prices
6.1. Prices will be reviewed every 6 months and adjusted accordingly if needed. Brightpearl reserves the right to increase prices. Notice will be given of at least 30 days in advance of any price changes.
6.2. In order to fulfil its obligations in managing and upgrading the Services, Brightpearl may at any time amend them and any documentation relating thereto for any reason including, but not limited to: legal, technical, or business considerations.
6.3. You must not modify, adapt or hack the service or modify another website so as to falsely imply that it is associated with the service, Brightpearl or any other Brightpearl product.
7. Support
7.1. Optional telephone support is available between the hours of 8am and 10pm local UK time, Monday to Friday excluding UK public holidays.
7.2. A support ticket may be raised by you at any time but you acknowledge that Brightpearl will only respond during the hours detailed in section 7.1 above.
8. Code and Data Ownership
8.1. Any data entered in your live account database or uploaded to the service remain yours and can be supplied if needed as a digital file upon request.
8.2. Brightpearl does not pre-screen any content, but reserves the right (to refuse or remove any content available via the service although you acknowledge and accept that Brightpearl are not obliged to monitor such content as a standard part of the Services provided.
8.3. Any and all code, including the look and feel is owned by Brightpearl. You may not duplicate, copy or reuse any portion of the HTML, CSS, visual design elements or code without express written permission from Brightpearl.
8.4. Brightpearl houses all software on our owned/rented servers. Unauthorised distribution without prior consent is strictly prohibited and includes placing our software on any physical or virtual servers or mediums without special agreement or written consent form Brightpearl.
8.5. The Brightpearl code will not be accessible for any subscription accounts.
9. Data Loss & Backups
9.1. Brightpearl will not accept under any circumstances the liability for any loss of customer data whether that be through general use, hacking or server failure.
9.2. Brightpearl will operate one daily backup of the subscription account data and the server itself.
10. Privacy
10.1. Brightpearl will at all times be committed to ensuring privacy of information. Any information submitted by the customer will only be used by Brightpearl in the manner intended by or in accordance with the instructions of the customer or in accordance with the terms of this agreement.
10.2. Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party any information of a confidential nature (including without limitation trade secrets and information of commercial value) which may become known to that party from the other party ("Confidential Information") unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.
10.3. To the extent necessary to implement the provisions of this Agreement each party may disclose the Confidential Information to those of its employees and sub-suppliers as may be reasonably necessary or desirable provided that before any such disclosure each party shall make those employees and sub-suppliers aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees and sub-suppliers with them.
11. Use of the Services
11.1. You agree that you will not use the Service for any unlawful purpose or in breach of the laws of England and Wales or any other law applicable to the use of the Internet. These prohibited uses include, but are not limited to:
I. civil and criminal offences of copyright and trademark infringement;
II. transmissions, display or publication of obscene material;
III. commission of any criminal offence under the Computer Misuse Act 1990 or similar legislation in any country;
IV. any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person;
V. transmission, display or publication of any material in breach of the Data Protection Act 1998 (or any replacing statute) dealing with data protection or similar legislation in any other country or 11.1.1 of any material which is confidential or is a trade secret; or
VI. use of the Service in any manner which is a violation or infringement of the rights of any individual, organisation or company.
11.2. You agree to indemnify Brightpearl against all and any losses, costs and expenses Brightpearl may incur as a result of any breach by you of this clause 11.1.
12. Licensing
12.1. Demo sessions and trials of Brightpearl products are archived the month after creation and deleted the following month. After that period if you would like to continue to use the Service and any associated software, you must sign up for a subscription account.
12.2. A ‘concurrent’ license allows only the purchaser to operate the software and Licenses cannot be transferred to other parties.
13. Warranty
13.1. Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis.
13.2. Brightpearl does not warrant that:
13.2.1 The service will meet your specific requirements; and
13.2.2 The service will be uninterrupted, timely, secure, or error-free; and
13.2.3 The results that may be obtained from the user of the service will be accurate or reliable.
14. Termination
14.1. Without prejudice to any other rights to which it may be entitled:
14.1.1 either party may terminate this Agreement with immediate effect if the other party commits any material breach of any of the terms herein and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified under this Sub-Clause 14.1.1 of the breach, such notice to refer to the notifying party’s intent to terminate this Agreement unless the breach is remedied; or
14.1.2 either party may terminate this Agreement with immediate effect if an order is made or a resolution is passed for the winding up of the other party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or if a receiver, administrator or administrative receiver is appointed of any of the other party’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order or if the other party takes or suffers any similar or analogous action in consequence of debt; or
14.1.3 in the case of a force majeure event as specified in under the “Force Majeure” section below, either party may terminate this Agreement with immediate effect pursuant to that Clause.
14.2. Brightpearl may, as an alternative to Sub-Clause 14.1.1 above, cancel your access to the Service with immediate effect if you are in material breach of any obligation in this Agreement.
14.3. Verbal, physical, written or other abuse (including threats of abuse or retribution) directed towards any Brightpearl customer or employee will result in immediate account termination.
14.4. Brightpearl Systems Ltd. reserves the right to terminate accounts at will. Discretion will be used, and action may be taken if needed to ensure server integrity for other customers.
15. Liability
15.1. Brightpearl does not limit its liability (if any) in respect to the following:
I. fraud, or
II. the death of, or personal injury to, any person caused by negligence.
15.2. Subject to Clauses 15.1 and 15.3, Brightpearl’s total aggregate liability under or in relation to this Agreement (and whether such liability arises due to breach of contract, negligence or for any other reason) shall be limited to the actual amount paid by you to Brightpearl during the previous twelve (12) months of the Service. Such limit shall apply to each event or series of connected events.
15.3. You expressly understand and agree that Brightpearl shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Brightpearl has been advised of the possibility of such damages), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason)
16. Trials
16.1. Where Brightpearl provides the Service on a trial basis, you acknowledge that subject to section 15 of the Liability provisions above, the Service is provided on an “as is” basis and Brightpearl expressly disclaims all liability and/or warranties of any kind whether express, implied or otherwise, including but not limited to warranties of merchantability, satisfactory quality, or fitness for a particular purpose.
17. Restricted Content
17.1. Uploading any restricted content as listed below may result in immediate account termination. You must not upload, post, host or transmit the following items to or from the service including but not limited to:
I. Unsolicited email, SMS’s, or “Spam” messages;
II. Worms, viruses or code of a destructive nature; or
III. Questionable or Illegal material. (Including copyrighted material).
18. Data Protection
18.1. You shall take all necessary measures to ensure that you, and all your employees, are aware of any responsibilities they have in respect of data protection and privacy laws and/or regulations and as Brightpearl has no control or influence over the content processed by the Service you shall hold Brightpearl harmless for any claims by any party relating thereto.
18.2. Brightpearl acknowledges that in providing the Service it may be acting as a Data Processor processing Personal Data as each of those terms are defined under the Data Protection Act 1998.
19. Intellectual Property Rights
19.1. The intellectual property rights in the Service and any hardware or software used in connection with the Service is and will at all times remain Brightpearl’s property or that of Brightpearl's licensors.
19.2. In the event that the Service infringes any third party rights, Brightpearl will indemnify you against any loss or damage and shall defend and/or settle any third party claim that the Service infringes provided always that you promptly notify Brightpearl of any such claim in writing, give Brightpearl the sole control of any such action or proceedings and give Brightpearl such assistance as it may reasonably require to settle and/or defend such action or proceedings. Any award of costs and/or damages shall belong to Brightpearl In such event, Brightpearl shall, at its option:
I. procure for you the right to continue to use the Service;
II. make the Service available without infringing so far as Brightpearl is aware any third party Intellectual Property Rights; or
III. terminate this Agreement forthwith on written notice to you.
19.3. The indemnity in Clause 19.2 above shall not apply to any infringement resulting from:
I. use of the Service which does not comply with the uses permitted under this Agreement;
II. any modification or change to the Service carried out by Brightpearl on your request; or
III. the combination of the Service with any third party product and/or service or modification undertaken by you without the prior written consent of Brightpearl.
20. Force Majeure
20.1. The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control. In the event that the cause continues for more than thirty (30) days either party may terminate this Agreement immediately upon written notice to the other party in accordance with Clause 14.1.3 under the “Termination” section above.
21. Contract (Rights of Third Parties) Act 1999
21.1. Nothing in this Agreement is intended to confer on a person any right to enforce any term of this Agreement which that person would not have had but for the Contract (Rights of Third Parties) Act 1999.
22. Assignment
You are not entitled to transfer or assign this Agreement without Brightpearl’s prior written consent. Brightpearl may assign, sub-contract or sub-let this Agreement or any part thereof
22.1. Dispute Resolution
I. All disputes between the parties arising out of or relating to this Agreement or the breach, termination or validity thereof shall be referred by either party in writing, first to each party’s representative. The representatives shall meet and attempt to resolve the dispute within a period of thirty (30) days from the date of referral of the dispute to them.
22.2. Governing Law
I. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party hereby irrevocably submits to the exclusive jurisdiction of the Courts of England and Wales. Notwithstanding the foregoing nothing herein shall preclude either party from seeking injunctions from any court of competent jurisdiction in order to protect its intellectual property rights or confidential information
23. Brightpearl Head Office Location
23.1. The head office of Brightpearl is located at: First Floor, New Bond House, Bond Street, Bristol, BS2 9AG, United Kingdom.
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