BBSA Terms and Conditions
By clicking “I Agree” you agree that:
(II) you represent and warrant that you are of legal age to enter into a binding contract and that, if you are entering this agreement on behalf of an organisation, you have the right and authority to bind the organisation to these Terms; and
(III) you will pay the Fees due.
Your continued use of the BBSA site thereafter constitutes your acceptance of the changed terms.
In these Terms:
“BBSA Fee” means the sum which is due to BBSA by you in accordance with Clause 5;
“BBSA Site” means the domain www.bbsa-marketing.com, its sub-domains and any other websites and sub-domains BBSA may operate from time to time;
“Brief” means, in relation to each Project you submit, a description of the Project and your requirements as prepared by you;
“Business Day” means any day which is not a public holiday or a Saturday or Sunday in England, Northern Ireland, Scotland or Wales;
“Completion” has the meaning given to it in Clause 2.3 of the Project Terms;
“Confidential Information” means all information disclosed by you to us or by us to you (whether before or after the date these Terms are entered into) which is marked as or has been otherwise indicated to be confidential, which derives value to a party from being confidential or which would be regarded as confidential by a reasonable business person, save to the extent that such information:
(i) is already in the public domain at the time of disclosure; or
(ii) enters the public domain other than by a breach of any obligation of confidentiality;
(iii) consists of the Project, the Brief and the Pitch, each of which BBSA shall be permitted to upload to the BBSA Site and to discuss with different parties;
“Content” means materials, in any format;
“Customer Account/Your Account” means an account created on BBSA registered in the name of your business organisation;
“Customer Content” means all Content provided by Customers;
“Fees” means the Project Fee and such other fees as we may notify you of from time to time;
“Intellectual Property” means patents, petty patents, utility models, trade marks (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, database rights, know-how, secret processes, inventions, trade or business names, domain names, website addresses and any similar rights in any country whether currently existing or created in the future, together with the right to sue for and recover damages or other relief in respect of infringements of any of them;
“Pitch” means a pitch submitted in response to a Brief;
“Project” means each statement of requirements for a project submitted by you which shall include an indicative budget;
“Project Fee” means the fee payable by you for a Project as agreed;
“Project Terms” means the contract terms governing your Projects.
In these Terms (unless the context requires otherwise):
1.2.1 any reference to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.2 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.3 any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term;
1.2.4 the clause headings in these Terms are included for convenience only and do not affect the interpretation of these Terms;
1.2.5 if a payment due from the indemnifying party to the indemnified party under these Terms is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as will ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax;
1.2.6 any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context requires otherwise) be construed as referring to:
(a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
(b) any former legislation which it re-enacts, consolidates or enacts in rewritten form;
Subject to clauses stated in 1.2 and save as otherwise expressly provided, all amounts referred to in these Terms (including any damages for breach of these Terms) will be regarded as stated exclusive of VAT and any other taxes.
If you are required to pay any withholding tax, charge or levy in respect of any payments due to BBSA hereunder, you agree to gross up payments actually made such that BBSA shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy.
1.5 If these Terms impose restrictions on a party or otherwise limit the freedom of action of a party (each such prohibited matter being a “Prohibited Act”), such obligation shall be deemed to in addition require that party to prevent any person it Controls from doing the Prohibited Act; not procure, advise, incite or assist any third party which it does not Control and which is not a member of its Group to do the Prohibited Act; and to use all reasonable endeavours to prevent all members of its Group which it does not Control from doing the Prohibited Act.
1.6 If there is inconsistency between:
(i) any Statement of Work;
(ii) the BBSA Terms;
(iii) the Project Terms;
(iv) the Pitch; and (v) the Brief,
then they shall take precedence in that order save that the Statement of Work shall only take precedence over the BBSA Terms and the Project Terms in relation to payment terms, timetable for delivery of the Live Project and deliverables and expressly shall not affect the obligation to pay the Listing Fee.
USING THE BBSA SITE AND CONTRACT PROCESS
2.1 The BBSA Site has been built by BBSA for enabling clients to upload their pitch and purchase BBSA products or services online as well as managing both the Pitch and the Live Project processes
2.2 Once you have set up a Customer Account and submitted a Project, BBSA’s will then use its reasonable endeavours to contact you to discuss your Project, prepare and discuss with you a Brief for that Project, and then send you a finalised Brief and Quote for your approval. You must confirm any comments made by you to BBSA by telephone by a follow up email and if necessary, BBSA will send you an updated Brief.
2.3 All invoices are payable in accordance with our standard payment terms which are set out in Clause 5.
2.4 BBSA may also draft a Statement of Work if the Project is of a certain complexity or value. The Statement of Work may amend the payment terms, deliverables, and timetable for the Live Project and takes precedence over these terms and conditions only to the extent there is any inconsistency with those specific terms. If BBSA drafts such a Statement of Work, then it will send you an email which will either contain the Statement of Work itself or a link to it on the Project Space.
2.5 Any request by you for an extension or amendment to the Live Project including any change to the completion date of the Live Project must be notified by you to BBSA by firstname.lastname@example.org EMAIL. BBSA will then review this and may either (i) send you a Statement of Work in accordance with
Clause 2.6 above to confirm the changes or
(ii) BBSA may agree them with you by email or
(iii) BBSA may upload a confirmatory note of these changes to the Project Space.
2.8 Upon BBSA’s registration of a Customer Account, a binding contract is formed between you and BBSA on these Terms. These Terms govern our relationship with you.
CONDITIONS OF ACCESS
By registering as a Customer, you agree to the Conditions of Access at:
4.1 Unless otherwise expressly agreed with you in a Statement of Work, the Project Fee is invoiced by BBSA in two equal installments as follows:
a) the first installment is invoiced once you have selected the Pitch or purchased a BBSA Package and is non-refundable and is due within 7 days of the date of invoice; and
b) the second installment is invoiced on Completion of the Project and is payable within 7 days of such invoice.
4.2 All payments should be made by credit/debit card to the account details and using the payment methods stipulated on the invoice quoting the Project reference, or by any other payment method agreed.
4.3 If the Customer is late in paying any part of any invoice due under these Terms, BBSA may (without prejudice to any other right or remedy available to it whether under these Terms or by any statute, regulation or bye-law) do any or all of the following:
a) charge interest on the amount due but unpaid at the annual rate of interest of 5% above the Bank of England base rate from time to time (or, if less, the maximum amount permitted by applicable law) from the due date until payment (after as well as before judgement), such interest to run from day to day; and
b) charge the Customer for all third party fees and other costs it incurs in collecting such unpaid debts; and
c) suspend any right of the Customer to use the BBSA Site or Project Space.
TERMINATION OF YOUR ACCOUNT
5.1 You may terminate your account at any time if you do not, at that time, have an active Project or Brief pending. You may send your request to terminate your account to email@example.com and we will terminate your account as soon as possible.
5.2 If you have an active Project or Brief pending but no contract has been signed online then you may contact us at firstname.lastname@example.org to request termination of your account.
5.3 Where a Live Project has commenced or a Pitch for your Brief has been Accepted, the Live Project may only be terminated in accordance with Clause 3 of the Project Terms.
5.4 We may, at our discretion where we consider this necessary, immediately terminate your account and all access to the BBSA Site without prior notice.
5.6 Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability,
and other provisions of these Terms continue after termination of your account. We
will not be liable to you or any third party for the termination of your account.
5.7 All provisions of the Terms which are intended to have effect or to bind either party following any expiry or termination of this agreement or its transfer or assignment in whole or in part, including all Clauses shall survive expiry or termination of these Terms to the extent permissible by law.
6.1 Only companies and other business organisations may use the BBSA Site. Consumers may not use the website and by using it you represent and warrant that (a) you are acting in the capacity of a business that you have authority to represent; (b) your
Customer Account meets these requirements and (c) all of the information contained in each Project and Brief and in your account opening application is accurate. We reserve the right to change the account registration criteria at any time without notice.
You may not have more than one Customer Account unless we have expressly agreed this with you in writing but you may have multiple users of your Customer Account within your organisation. You can set up multiple users on your Customer Account by emailing email@example.com. You may not open an alternative account if your Customer Account is suspended or terminated for any reason. Within your Customer Account, you may submit multiple Projects.
6.2 You warrant that you will not submit Content to BBSA that is unlawful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms or applicable laws. If you submit Content or initiate any communications which we consider libellous, scandalous, abusive, obscene, discriminatory, unlawful, or otherwise objectionable, we have the right to remove any such material from the BBSA Site.
6.3 You take responsibility for all Content that you submit and provide to the BBSA Site and the consequences of publishing, posting and otherwise providing that Content. You represent and warrant that you own or have the necessary rights and licences to upload, post and distribute that Content and to authorise BBSA and our Third Parties to use that Content in the manner detailed in these Terms. You shall not upload, post, email or otherwise transmit any Content that infringes and/or violates the right of a third party or any law, rule or regulation, including, but not limited to
(i) copyright, patent, trademark, trade secret or other proprietary rights;
(ii) rights of privacy or publicity;
(iii) any confidentiality obligation; or any Content that you are not authorized to upload.
7.1 Subject to anything expressly agreed to the contrary in the Project Terms, BBSA and its Third Parties disclaim any and all responsibility or liability for:
a) the accuracy, content, completeness, quality, usefulness, legality, security, performance, reliability, operability or availability of, and results derived from, information or materials displayed on the BBSA Site whether created by BBSA or by any Third Party, and
(b) any down-time, loss of content, viruses, malicious code and other disruptive or disabling devices, code, or routines, all of which you acknowledge are risks inherent to the use of the Internet and software. BBSA expressly disclaims to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. These Terms set forth the sole representations and warranties of the parties and any other warranties and conditions (whether implied by statute, common law or otherwise) are, to the fullest extent permissible by law, excluded.
7.2 You agree that your use of the BBSA website is entirely at your own risk.
7.3 You further understand and acknowledge that you may be exposed to Content which you may consider offensive and you hereby waive any legal or equitable rights or remedies you have or may have against BBSA or our Third Parties with respect to such Content.
7.4 Nothing in these Terms shall limit or exclude our liability to you for death or personal injury caused by our negligence or for fraudulent misrepresentation or any other liability that under English law may not be limited or excluded.
7.5 Subject to Clause 7.4 BBSA shall not be liable for any loss of profit or loss of revenue which in each case arises out of or in connection with:
(i) these Terms or
(ii) any breach or non-performance of these Terms and in each case no matter how fundamental (including by reason of BBSA ‘s negligence).
7.6 Subject to Clause 7.4, BBSA shall not be liable for:
7.6.1 any loss of goodwill, reputation or opportunity; any loss of or corruption of data; or any loss of anticipated savings in each of the foregoing whether direct or indirect; or
7.6.2 any indirect or consequential loss which in each case arises out of or in connection with these Terms or any breach or non-performance of these Terms no matter how fundamental (including by reason of BBSA’s negligence) whether or not BBSA had been informed of or was aware that there was a serious possibility of such loss.
7.7 BBSA’s and its Third Parties’ total liability arising under or in connection with these Terms or any breach or non-performance of these Terms no matter how fundamental (including by reason of its negligence) in contract, tort or otherwise shall be limited to (a) the Project Fee for the most recent Live Project preceding the act or omission giving rise to the liability or (b) £1000, whichever is greater.
You hereby indemnify and hold harmless BBSA, and BBSA’s officers, directors, employees, successors, assigners, suppliers and agents and contractors including any Third Party against any damages, expenses (including attorneys’ fees and reasonable costs), liabilities and losses that may be awarded or reasonably agreed to be paid in respect of any claim or action arising from or relating to your use of the BBSA Site and in particular but without limitation that the Content provided by you infringes the Intellectual Property rights of any third party.
JURISDICTION, APPLICABLE LAW AND DISPUTE NOTICE
These Terms, and any dispute, claim or controversy between the parties arising out of or relating to these Terms or your use of the BBSA Site are governed by and construed in accordance with English law and you submit to the exclusive jurisdiction of the English courts. Non-contractual obligations (if any) arising out of or in connection with the Terms (including their formation) shall also be governed by the laws of England. Notwithstanding the foregoing, BBSA may seek injunctions to prevent and/or stop any breach of, and otherwise enforce, that party’s Intellectual Property rights of whatever nature and/or rights in confidential information in the courts of any country, state or other territory which accepts jurisdiction.
If for any reason a court of competent jurisdiction finds any provision or portion of these
Terms to be unenforceable, the remainder of these Terms will continue in full force and
You shall not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect.
The failure of BBSA to enforce any provision of these Terms shall not be deemed a waiver of such provision nor the right to enforce such provision. Furthermore, any waiver of any provision of these Terms by any party will be effective only if in writing and signed by a party. Except to the extent stated otherwise in these Terms, each party’s rights and remedies under these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity.
These Terms (which include the Project Terms and any Statements of Work) constitute the entire agreement between you and BBSA relating to your use of the BBSA Site and supersede and replace all prior or contemporaneous understandings or agreements relating thereto, written or oral. No conditions, warranties or other terms apply to the provision of the BBSA Site or BBSA’s services under these Terms except to the extent that they are expressly set out in these Terms and the Project Terms. Subject to Clause 7.4 no implied conditions, warranties or other terms apply (including any implied terms as to quality, fitness for purpose or conformance with description).
Each of the parties acknowledges and agrees that in entering into these Terms, it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms and the Project Terms.
13.3 Each of the parties acknowledges and agrees that the only remedy available to it for breach of these Terms and Project Terms shall be for breach of contract under these Terms. Nothing in these Terms and Project Terms shall, however, operate to limit or exclude any liability for fraud.
13.4 Except to the extent stated otherwise in these Terms:
(i) nothing in this Agreement confers any legal or equitable right, benefit or remedy upon any person other than the parties; and
(ii) a person who is not a party to these Terms shall not have any rights under or in connection with them by virtue of the Contracts (Rights of Third Parties) Act 1999.
CONFIDENTIALITY AND PUBLICITY
14.1 Each party shall keep confidential all Confidential Information. Each party may disclose Confidential Information to its professional advisers but otherwise will only disclose Confidential Information to those of its employees, officers, sub-contractors and agents who
(i) need to know it for the purpose of exercising or performing its rights and obligations under the BBSA Terms;
(ii) have been informed of the confidential nature of the Confidential Information divulged; and
(iii) agree to act in compliance with the confidentiality requirements of the BBSA Terms.
14.2 Neither party will disclose Confidential Information to any third party except as otherwise permitted in the BBSA Terms or under the Project Terms.
14.3 Notwithstanding any other provision of the BBSA Terms, it shall not be a breach of them for either party to:
(a) disclose any Confidential Information pursuant to a court order or a binding request from a regulatory (or other analogous) authority with jurisdiction or from any other third party with power to require the disclosure of such information, provided that (to the extent it is permitted to do so) the affected party:
gives all reasonable notice of such disclosure to the other party;
reasonably limits such disclosure to the Confidential Information so required; and
cooperates with the other party to seek injunctive relief or a protective order for such Confidential Information if so requested by the other party; or
(b) disclose the existence and terms of the BBSA Terms to an actual or genuine potential purchaser of that party or of all or any part of that party’s business, provided that such disclosure is made under conditions of confidentiality at least as onerous as those set out in this Clause 15.
15.1 Any notice required to be provided by email may be provided by other written means if agreed by BBSA. Any notice given in writing shall be served by sending the same by registered post or recorded delivery to the other party at the address of such party set out at the beginning of this agreement or such other address as has been notified in writing from time to time by such party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.
16.1 Definitions and Interpretation
16.1.1 All defined terms used in the Terms above (the “BBSA Terms”) shall have the same meaning as set out in these Project Terms.
16.1.2 If there is inconsistency between:
(i) any Statement of Work
(ii) the BBSA Terms;
(iii) the Project Terms;
(iv) the Pitch; and
(v) the Brief,
then they shall take precedence in that order save that the Statement of Work shall only take precedence over the BBSA Terms and the Project Terms in relation to payment terms, timetable for delivery of the Live Project and deliverables and expressly shall not affect the obligation to pay Fees.
16.2. Contract Process and Project Acceptance
16.2.1 BBSA and the Customer hereby agree and acknowledge that the Project is a request of a quote by the Customer (based on the Brief) on the following terms set out in this Schedule (“Project Terms”) and a Pitch constitutes an offer to contract on those Terms.
16.2.2 Once the Customer has notified BBSA that it has selected and accepted one of BBSA quotes, BBSA will confirm the Pitch accordingly (“Acceptance”) and a binding contract is formed between the Customer and BBSA on the Project Terms. Depending on the value and complexity of the Project, BBSA may require the Customer to execute a Statement of Work. This may amend the payment terms, deliverables, provisions and timetable for the Live Project. If such a Statement of Work is required, it will be provided to both the Customer in accordance with Clause 2.6 of the BBSA Terms.
16.2.3 The Customer shall be deemed to have accepted the Live Project when
(i) the final version of the Live Project is submitted to the Customer or
(ii) the Customer notifies BBSA that it has accepted the Live Project or (iii) the Customer does not notify BBSA within five Business Days of any changes it requires to be made (“Completion”).
16.2.4 Any request by the Customer for an extension or amendment to the Live Project including any change to the completion date of the Live Project must be notified to BBSA by emailing firstname.lastname@example.org. BBSA will then discuss these changes with the Customer and may either
(i) send them a Statement of Work in accordance with Clause 2.6 of the BBSA Terms to confirm the changes or
(ii) BBSA may agree them with those parties by email or
(iii) BBSA may upload a confirmatory note of these changes to the Project Space.
16.3 Terms and Termination
16.3.1 The Project Terms will last for the duration set out in the Statement of Work if any and where there is no specific period given in the Pitch or Statement of Work, until the Live Project has been completed by BBSA and Accepted by the Customer.
16.3.2 Where the Customer is in material breach of these Project Terms, BBSA may terminate the Live Project and/or the Project Terms on written notice and the Customer shall pay the full Project Fee.
16.3.3 The Customer may terminate the Live Project at any time upon full payment of the Project Fee.
16.3.4 All provisions of the Project Terms which are intended to have effect or to bind either party following any expiry or termination of this agreement or its transfer or assignment in whole or in part, including all Clauses shall survive expiry or termination of these Project Terms to the extent permissible by law.
16.4.1 The fee payable by the Customer for the Live Project is set out in the Pitch and/or the Statement of Work (if any). All fees exclude VAT and similar taxes (where applicable).
16.4.2 Payment of Fees shall be as detailed in the Terms above, subject to any contrary provisions in the Statement of Work (which shall prevail).
BBSA shall perform their services in relation to the Live Project with reasonable care and skill.
16.6. Intellectual Property
16.6.1 BBSA hereby do not assigns all Intellectual Property in the Project Content provided that the Customer has made payment in full for the work carried out by BBSA in accordance with these Terms.
16.6.2 All Pre-Existing Content shall remain the sole property of BBSA or its licensors and BBSA hereby grants to the Customer a perpetual, worldwide, royalty-free, non-exclusive licence to use the Pre-existing Content that is used in a Live Project for any purpose permitted expressly under the terms of the relevant Pitch.
16.6.3 Any third party Intellectual Property that is contained in the Pitch or Live Project shall remain the property of BBSA.
16.6.4 Any Pitches BBSA’s present to Customers which are not successful remain the sole property of BBSA and may not be used or copied in any shape or form and the Intellectual Property rights in the same are reserved by BBSA or its licensors and all licences to the Customer to use the same are cancelled with effect from the time the Pitches are unsuccessful.
16.6.5 All Intellectual Property in Content provided by a Customer shall remain owned by the Customer, and the Customer hereby licenses BBSA to use such Content for the purpose of listing a Brief, providing a Pitch to that Customer and for providing the BBSA’s work on the Live Project.
16.7.1 Nothing in these Terms shall operate to exclude or limit any person’s liability for:
16.7.2 death or personal injury caused by that person’s negligence; fraud; or
16.7.3 any other liability which cannot be excluded or limited under applicable law.
16.7.4 BBSA shall not be liable for any failure or delay in its obligations in respect of a Live Project to the extent that such delay or failure is due to any acts or omissions of the Customer.
16.7.5 BBSA shall not be liable for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity or for any loss of or corruption of data (in each case whether direct or indirect) or for any indirect or consequential loss or damage, whether in contract, tort, or otherwise, even if advised of the possibility of those losses or damages, in each case which arises out of or in connection with: (i) these Project Terms or (ii) any breach or non-performance of these Project Terms and in each case no matter how fundamental (including by reason of BBSA’s negligence).
16.8 Subject to Clause
16.8.1 BBSA’s aggregate liability arising out of or in connection with any Project whether in indemnity, contract or tort (including negligence) or otherwise, shall in no circumstances exceed an amount equal to 20% of the Project Fee.
16.9.1 You hereby indemnify and hold harmless BBSA, and BBSA’s officers, directors, employees, shareholders, successors, assignees, suppliers and agents and contractors including any Third Party against any damages, expenses (including attorneys’ fees and reasonable costs), liabilities and losses that may be awarded or reasonably agreed to be paid in respect of any claim or action that the Content (or use of the Content) provided by the Customer in relation to a Project, Brief or Live Project contravenes any applicable law rule or regulation or infringes the Intellectual Property rights or other rights of any third party.
RIGHT TO CANCEL
You have the right to cancel the service 14 days after you have signed the order. To comply with the law, we will start working on your project 14 days after the signing of the contract. If you’d prefer us to start working immediately and within the 14 days cancellation period, then you must agree to waive your cancellation rights.
We’ve made it very easy for our clients to cancel their order within the first 14 days. There is no form to fill in, simply email your request to us. You will promptly receive an email to inform you that we have acknowledged your request.
If you are within the 14 days you will get a full refund within 7 working days of cancelling your purchase.
We do our best to make this experience as smooth as possible so please email us any feedback.