THESE WEBSITE TERMS AND CONDITIONS OF SUPPLY (“TERMS”) ARE MADE BETWEEN BRIGHTLOCAL LTD (COMPANY REGISTRATION NUMBER 10384626) OF FIRST FLOOR, HUNTINGDON HOUSE, 20 NORTH STREET, BRIGHTON, BN1 1EB (“WE”, “US” or “BRIGHTLOCAL”) AND YOU IN RESPECT OF THE SALE AND PURCHASE OF CERTAIN SERVICES AND ACCESS TO WWW.BRIGHTLOCAL.COM (“WEBSITE”). PLEASE READ THESE TERMS CAREFULLY BEFORE ORDERING ANY OF THE SERVICES. YOU UNDERSTAND THAT BY CLICKING ON “I ACCEPT” AND BY ORDERING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT BE ABLE TO PLACE YOUR ORDER FOR THE SERVICES. YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.SECTION A: GENERAL CONDITIONS APPLY TO ALL USERS OF THE WEBSITE AND SERVICES. IF YOU ARE AN AGENCY BUSINESS USER, THE PROVISIONS UNDER SECTION B: AGENCY BUSINESS USER SHALL APPLY TO YOU ACCORDINGLY IN ADDITION TO THE TERMS UNDER SECTION A.
“Account” shall have the meaning set out in clause 3.4;
“Agency Business User” means if you are a business, including but not limited to, an SEO agency, web-designers and marketing agencies who purchases and provides the Services to another third party;
“Agency Engagement Terms” means any agreement between an Agency Business User and its Client pursuant to which the Agency Business User is purchasing and/or using Services for the Client’s benefit;
“BrightLocal Blog” means the BrightLocal blog on the Website;
“Beta Services” means where services are labelled “Beta”, “Evaluation” or “Trial” for evaluation by Users on the Website;
“Business Materials” means content, images, materials, business information, text, data and other materials provided by Registered Users to BrightLocal for use in connection with the Services;
“Campaign Tools” means back-end access to citations, campaign credentials and/or keys and logins to third party websites or facilities generated, used or required by BrightLocal in providing the Services;
“Charges” means the non-refundable charges for each relevant package of Services which are set out on the Website;
“Client” means a client of an Agency Business User for whose benefit the Services and/or Website are being used;
“Confirmation Email” shall have the meaning set out in clause 3;
“Contract” means the contract between BrightLocal and a Registered User in accordance with the provisions of these Terms;
“Local Business Registered User” means a Registered User, who is not an Agency Business, using the Services in respect of its own business;
“Login Details” means the unique username and password registered by the Registered User at point of registration or access to the Services;
“Non-registered User” means a User who is not registered with BrightLocal and who does not have an Account, for the avoidance of doubt, shall only have access to the Website, and not the Services;
“Registered User” means a Local Business Registered User or an Agency Business User who has an Account with BrightLocal and who has purchased or used a Service;
“Service” means the online marketing services provided by BrightLocal, for the avoidance of doubt, shall only be available to a Registered User;
“Subscription Charge” means the Charges for a Subscription Service;
“Subscription Service” means the Citation Tracker, Citation Builder, Local Search Rank Checker, Local Search Audit, Google My Business Audit, and Reputation Manager Services or other BrightLocal services available on a subscription basis via the Website;
“User” means collectively, a Non-registered User, a Registered User and an Agency Business User;
“User Submission” means any image, files, comments, website links (third party or otherwise), information or other material in all format submitted by a User on the Website or otherwise to BrightLocal.
2.1 The Website is owned and managed by BrightLocal Ltd, a company registered in England and Wales with Company Registration Number 10384626 and having its address at First Floor, Huntingdon House, 20 North Street, Brighton, BN1 1EB, United Kingdom.
2.2 By using the Website as a User, you warrant that:
2.2.1 you are legally capable of entering into binding contracts; and
2.2.2 you are at least 18 years old.
2.3 If you do not register as a Registered User you will not be able to purchase the Services and will only have access to the Website as a Non-registered User.
3.1 You may use the Services as a Registered User if you register your details with BrightLocal following the instructions set out on the Website and by creating an Account.
3.2 Unless otherwise agreed in writing, you are only allowed to have one Account on the Website at a time and may only benefit once from any free trial offered. You are not allowed to create multiple Registered User profiles for the same individual or business without our express permission.
3.3 You consent to verification and security procedures being conducted in respect of information provided when setting up your Account and warrant that you shall promptly notify BrightLocal in the event of any changes to such information provided for the duration of our Contract. BrightLocal may ask for additional information or verification checks and may refuse any application for an Account or suspend or cancel an Account at its sole discretion.
3.4 Having processed the information you have provided and/or on the payment of the Charges for the relevant Service, once accepted by us, an Account will be created for you on the Website (“Account”).
3.5 Your payment of the Charges constitutes an offer. All orders for Services are subject to acceptance by us and we shall confirm such acceptance to you by sending you an email acknowledging that we have received your order to purchase a Service, which will contain certain information including payment and confirmation of access to the applicable Services (“Confirmation Email”). Your contract with us for the purchase of a Service shall be formed by us sending you the Confirmation Email.
3.6 If you subscribe for a Subscription Service, your Subscription Service shall automatically renew on the same date of each month. In order to automatically renew your Subscription Service, BrightLocal shall automatically charge you for the relevant Charges by using the payment details which you used to pay for your first Subscription Charges. If your debit or credit card or PayPal details have changed since your last use on the Website, BrightLocal may not be able to automatically renew your Subscription Service, in which case it will automatically be suspended. If you wish to terminate your Subscription Service, you shall be required to comply with clause 6.4. Subject to clause 6.5, all Charges shall be non-refundable for any reason whatsoever.
3.7 You shall provide to BrightLocal all correct, accurate and complete information necessary for BrightLocal to provide you with the Services. You shall inform BrightLocal immediately in the event that any information that you have provided to BrightLocal is incomplete, has changed or is inaccurate.
3.8 Each Contract between you and us relates only to the Services which have been confirmed in the Confirmation Email. We shall not be obliged to supply you with any other Services which have not been set out in the Confirmation Email.
3.9 As a Registered User you shall keep your registration details for your Account and the Services confidential and secure. Without prejudice to the other rights and remedies of BrightLocal, BrightLocal reserves the right to promptly disable your Registered User Login Details and suspend your access to and use of the Services and/or the Website as a Registered User in the event BrightLocal has any reason to believe that you have breached any of the provisions set out herein.
3.10 You acknowledge and agree that for the creation of business listings and citations on third-party directory platforms, all necessary accounts will be established using credentials (including email addresses, usernames, and passwords) created by BrightLocal. You shall not provide, nor shall BrightLocal be obligated to use, any client-provided credentials for these purposes.
3.11 Where BrightLocal provides Services to an Agency Business User for your benefit, you agree that we shall be entitled (but not obliged) to access and use any Business Materials owned by you for these purposes. In all other respects, the Contract in respect of such Services shall be between us and the Agency Business User. It shall be your responsibility to manage your relationships with any Agency Business Users engaged by you. We shall be entitled to accept instructions from any Agency Business User wishing to purchase Services for your benefit. In the event that you believe or suspect that an Agency Business User has wrongfully claimed to have authority to engage us for your benefit, you must let us know as soon as possible and give us your full and prompt cooperation to assist us to resolve the matter.
4.1 As a User, you are solely responsible and liable for all activities on the Website and the purchase of the Services made using your Account. You may not share access to your Account with any third party.
4.2 You shall promptly notify BrightLocal in the event of a breach or suspected breach of security or any unauthorised use of your Account.
4.3 If you are using the Website as a User, you shall not submit to appear on the BrightLocal Blog any User Submission that may reasonably be deemed to be offensive, illegal, inappropriate or in any way:
4.3.1 promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
4.3.2 harass or advocate harassment of another person;
4.3.3 display pornographic or sexually explicit material;
4.3.4 promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
4.3.5 promote any illegal activities;
4.3.6 provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
4.3.7 promote or contain information that you know or believe to be inaccurate, false or misleading;
4.3.8 engage in the promotion of contests, sweepstakes and pyramid schemes, without the prior written consent of BrightLocal; or
4.3.9 infringe any intellectual property rights or any other proprietary rights of any third party.
4.4 If you think that any User Submission available on the Website is objectionable, you are advised to contact BrightLocal using the contact details set out on the Website. BrightLocal shall use its reasonable endeavours to review the relevant User Submission as soon as is practicable and shall take such action as it deems necessary, if any.
4.5 You further agree that at all times whether you are a Registered User or a User, you shall:
4.5.1 only use the Website and/or Services for the legitimate, honest and fair purposes of the relevant Local Business Registered User (or as applicable, your Client) and never use your Login Details and/or Account with the intent of impersonating, undermining or interfering with the interests of another person or business;
4.5.2 not allow any other person to use your Login Details and/or Account;
4.5.3 not use the information presented on the Website and/or through your use of the Services for any purposes other than those expressly set out in these Terms;
4.5.4 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Services and the Website or in respect of the network;
4.5.5 not use the Website and/or the Services, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
4.5.6 not use the Website and/or the Services to commit a criminal act or to cause nuisance or annoyance or inconvenience to or to harass others;
4.5.7 not use any information obtained using the Services and/or the Website otherwise than in accordance with these Terms;
4.5.8 comply with all instructions and policies from BrightLocal from time to time in respect of the Website and your use of the Services;
4.5.9 co-operate with any reasonable security or other checks or requests for information made by BrightLocal from time to time. If BrightLocal receives limited or no response to its request, it reserves the right, upon reasonable notice to suspend and/or terminate your access to the Services; and
4.5.10 use the information made available to you using the Services and on the Website at your own risk.
4.6 BrightLocal reserves the right at its sole and absolute discretion and for any reason to refuse access to the Website and use of the Services to you and in the case of illegal or illegitimate use and at its sole discretion to instigate legal proceedings as appropriate. In the event that BrightLocal does refuse and/or is unable to provide you with the Services, BrightLocal shall use reasonable efforts to contact you using the email address registered to your Account to seek to resolve the matter, where appropriate.
5.1 Unless otherwise expressly set out to the contrary or in cases of obvious error, the Charges for all Service shall be as set out on the Website and shall be correct at the time of you placing the order.
5.2 We shall use our reasonable endeavours to ensure that the Charges for the Services are accurate and correct at all times. Where there is a discrepancy between the actual Charge and the Charge advertised, we shall inform you of the actual Charge for the Service. If the Charge discrepancy arises after you have placed your order for the Service with us, you shall have the option of proceeding with our order in consideration for the actual Charge or to cancel your order with us for the affected Service.
5.3 All Charges quoted on the Website or otherwise payable by you under these Terms are exclusive of any value added tax (VAT) or other applicable taxes or duties for which you shall be additionally liable. We shall provide an appropriate invoice on request and an itemised receipt of your purchase shall be available once payment of the Charge has been made. You shall liaise with us as reasonably necessary and promptly provide appropriate documentation and information to ensure that the correct Charges and taxes are paid by you for the use of the Services in your location.
6.1 Your Contract as a Registered User will remain in full force and effect while you are a Registered User of the Website subject to these Terms.
6.2 In addition to its other rights under these Terms, BrightLocal may terminate its Contract at any time with a Registered User by posting a message on the Website and/or emailing the Registered User not less than thirty (30) days prior to the proposed date of termination. Registered Users may terminate their Contract with BrightLocal at any time, for any reason, effective upon receipt by BrightLocal of written or email notice of termination, sent to the postal or e-mail address detailed in clause 13.1.
6.3 Notwithstanding the foregoing, BrightLocal may suspend or terminate your Contract as a Registered User with immediate effect in the event that:
6.3.1 third party services and network providers cease to make the third party service or network available to BrightLocal, in which event we shall offer you an appropriate pro rata refund of Charges for affected Services;
6.3.2 BrightLocal believes that you or someone using your Login Details and/or Account has failed to comply with one or more of these Terms;
6.3.3 BrightLocal believes that there has been fraudulent use, misuse or abuse of the Website and/or the Services (in whole or in part); or
6.3.4 BrightLocal believes that you have provided it with any false, inaccurate or misleading information;
6.3.5 BrightLocal believes your use of the Services is harmful to BrightLocal or any/all Local Business Registered Users or Agency Business Users or BrightLocal’s commercial revenue, and your continued use of the Service may result in loss of revenue for BrightLocal;
6.3.6 BrightLocal identifies that you have multiple Accounts on the Service.
6.4 Notwithstanding the foregoing, if you subscribe to a Subscription Service, your Subscription Service shall automatically renew monthly in accordance with clause 3.6, unless terminated by you at any time and for any reason via this page within your BrightLocal Admin Console (login required) or by emailing us at [email protected]. If your chosen payment method is PayPal you are also required to terminate the automated payment within the PayPal payment system to ensure no future payments are taken.
6.5 If you subscribe to a Subscription Service then you may cancel such Subscription Service at any time. Termination will take effect from the end of the current Subscription Service period. Subscription Charges already paid will not be refunded for early cancellation or any other reason.
7.1 You hereby warrant that (a) you are at least 18 years old; (b) you have the right and capacity to enter into and be bound by these Terms; and (c) you shall comply with all applicable laws regarding the use of the Services and/or the Website as a User.
7.2 You further warrant that the information provided to BrightLocal by you to purchase the Services, are at all times true, accurate and correct and that you shall promptly inform BrightLocal in the event of any changes to such information.
7.3 You acknowledge and agree that BrightLocal only provides you with the facility to purchase the Services as a Registered User. Consequently, you understand that BrightLocal is not a participant in any way, in any communication or dealings, between you and the other Users. You are also advised to take all reasonable care if you choose to meet with or enter into any contractual relationship with other Users, if any.
7.4 BrightLocal does not warrant or guarantee the accuracy, correctness, reliability, suitability in respect of the User Submission, the Website and any use of the Services. BrightLocal suggests that you do not rely on such User Submissions or any information in any format made available to you on the Website to assist in making or refraining from making a decision, or to assist in deciding on a course or a specific cause of action. If you so intend to use and/or rely on any and all information made available to you on the Website or through your use of the Services either as a User, you shall do so at your own risk and liability.
7.5 Additionally, you agree and understand that where BrightLocal includes comments, views, opinions, advice and recommendations in the BrightLocal Blog, these comments, views opinions, advice and recommendations are not endorsed by BrightLocal and to the maximum extent permitted by law, BrightLocal shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness, suitability or otherwise of such views, opinions, advice and recommendations.
7.6 Links to third party websites may appear on the Website from time to time. Such third party websites are not the responsibility of BrightLocal and BrightLocal accepts no liability for the availability, suitability, reliability or content of such third party websites and third party software.
7.7 You acknowledge and agree that BrightLocal relies on third party providers to make the Services and the Website available to you. Consequently, BrightLocal does not warrant that the Service and the Website shall be uninterrupted or fault-free at all times. For the avoidance of doubt, BrightLocal accepts no liability and shall not be liable for any delay or failure to provide the Services and/or make the Website available for reasons that is due to third parties including without limitation, third party social network websites, online search engines, online business directory websites, internet service providers, data centres, server hosting companies and telecommunication providers.
7.9 Unless otherwise expressly set out herein, the Service is provided to you “AS IS” and we do not give any warranties of any kind including without limitation, warranties of merchantability, suitability, reliability, accuracy, correctness, timeliness, availability, completeness, the fitness for a particular purpose and any warranties arising by statute or otherwise in law or from a course of dealing, course of performance or use of trade, all of which are hereby excluded and disclaimed to the fullest extent permitted by law.
7.10 Nothing in these Terms shall be deemed to exclude, restrict or limit the liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraudulent misrepresentation.
7.11 Subject to clause 7.10, BrightLocal shall not be liable for any expectations of a specific nature or anticipated outcome, anticipated savings, loss of profit, loss of data, loss of contract, emotional loss, loss of goodwill and reputation, loss of management time, any indirect, special or consequential losses; or any other loss however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in connection with your use of the Service, the Website and the contents therein as a User, Registered User or howsoever caused.
7.12 Unless otherwise expressly set out to the contrary in these Terms, BrightLocal’s liability to you in connection with your use of the Service shall be strictly limited to the Charges paid by you for the preceding twelve (12) months prior to the claim arising or £100, whichever is higher.
7.13 In the event you have a dispute with one or more of the other Users, you hereby release BrightLocal from any claims, demands and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such disputes.
8.1 BrightLocal and its licensors own all intellectual property rights relating to the Website, Services and Campaign Tools, including the output therefrom. Unless otherwise agreed, a Local Business Registered User (or a Client where applicable) shall be deemed to own the intellectual property rights in the Business Materials.
8.2 Where you are a User, you warrant and represent that you own or are validly licensed to use any and all intellectual property rights in any User Submissions, Business Materials or information and/or materials and resources provided to us, submitted to the Website or accessed by us on your instructions in the course of providing the Services. By submitting any User Submissions, Business Materials or other information to us in connection with the Services or Website you grant to us a perpetual, worldwide, irrevocable, royalty free, transferrable, sub-licensable, non-exclusive licence to use such material for the purposes of providing the Services and Website or otherwise for the benefit of a Registered User or Client, displaying and submitting citations by any means across any media which may include the display of such materials and information on third party media to which we distribute in accordance with these Terms.
8.3 Save for the provisions set out in 8.4 and 8.5 you are expressly prohibited from:
8.3.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website including without limitation, any images, articles and write-ups made available on the Website; and
8.3.2 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by BrightLocal and/or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of BrightLocal or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to BrightLocal.
8.4 If you are a Registered User, BrightLocal hereby grants you a licence to use the Website strictly for the purpose of using the Service. This licence is granted to you only and may not be sub-licensed to another User without our express permission. BrightLocal has the right to terminate your right to use the Website and Services either (a) upon termination of your Contract as with BrightLocal; or (b) upon notice by BrightLocal to you.
8.5 If you are a Registered User, for the duration of your Contract BrightLocal hereby grants you a royalty-free non-exclusive licence to use, reproduce, translate, transmit, distribute any information or material supplied or communicated in the BrightLocal Blog. You may reproduce it in any format or medium, provided that you do so accurately, acknowledging both the source and BrightLocal’s copyright, and do not use it in a misleading context. You must provide an active, clickable, ‘do follow’ hyperlink back to BrightLocal.com.
In order to be compliant with the implementation of the GDPR we have updated our Privacy Policy and revised our use of personal data in line with the most recent guidance from the Information Commissioner’s Office (ICO).
9.1 Definitions
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Supervisory Authority, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and The Data Protection (Charges and Information) Regulations 2018 on the circumstances in which data controllers are required to pay a charge, and provide information, to the Information Commissioner.
Safeguards: where countries or territories are covered by UK adequacy decision; where there are UK Binding Corporate Rules (UK BCRs); or where there are Standard Data Protection Clauses comprising of either (a) The UK’s International Data Transfer Agreement or (b) the UK’s International Data Transfer Agreement Addendum to the Standard Contractual Clauses issued by the European Commission on 04 June 2021.
9.2 The Parties acknowledge that BrightLocal may process Personal Data on behalf of the User during the term of this Agreement. Each Party agrees that, in the performance of its obligations under this Agreement it will comply with the provisions of the Data Protection Legislation and UK Data Protection Legislation to the extent it applies to it.
9.3 Where BrightLocal is deemed to be a processor of the Personal Data, on behalf of a Registered User and in connection with this Agreement, BrightLocal shall:
9.3.1 Process the Personal Data for the purposes of fulfilling its obligations under this Agreement and in compliance with the Registered User’s written instructions as set out in this Agreement. The scope, nature and purpose of processing by BrightLocal, the duration of the processing and the types of Personal Data and categories of Data Subject shall be as set out in Schedule 1.
9.3.2 In relation to any Personal Data processed in connection with the performance by BrightLocal of its obligations under this Data Processing Agreement:
9.3.3 A Registered User may object in writing to the processing of its Personal Data by a new sub-processor within thirty (30) days following the notification and such objection must describe the Registered User’s legitimate reason(s) for objection. If a Registered User does not object during such a time period the new sub-processor(s) shall be deemed accepted. If a Registered User objects to the use of a new sub-processor pursuant to the process provided under the Agreement, BrightLocal shall have the right to cure the objection through one of the following options:
Schedule 1
Subject matter, nature and purposes of the processing: | BrightLocal provides API and/or SaaS solutions pursuant to the Agreement. |
---|---|
Categories of Data Subjects: | The categories of data subject whose personal data is processed includes BrightLocal Customers, Customers Clients and other individuals (where applicable and as directed by the Customer). |
Types of Personal Data: | The Customer may provide certain personal data, the extent of which is typically determined and controlled by the Customer and may include the following: • Identity Information (name) • Contact Information (email address, address, contact details) • Technical Information (IP addresses, cookie information) |
Duration of Processing: | As determined by the Customer and for the duration of this Agreement. |
Like most other websites, BrightLocal.com uses cookies. These are tiny text files that are downloaded to your computer in order to improve your experience.
For information about the cookies we use, please see our Cookie Policy.
11.1 Notwithstanding any of the other terms of these Terms, where Services is labelled Beta Services, BrightLocal grants the User a temporary right, for the Beta Services solely for evaluation purposes.
11.2 The User acknowledges that the Beta Services may not be free of errors or bugs and you agree that the existence of any errors shall not constitute a breach of these Terms.
11.3 The Beta Services licensed hereunder is believed to contain defects and a primary purpose of this beta testing license is to obtain feedback on the Beta Services performance and the identification of defects. The User is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the software and/or accompanying materials.
11.4 BrightLocal shall bear no liability in respect of the provision of such Beta Services or its use by the User for any damage, loss or cause of action (whether in contract, tort (including negligence) or otherwise) whether direct or indirect.
12.1 If BrightLocal fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from complying with such obligations.
12.2 A waiver by BrightLocal of any default shall not constitute a waiver of any subsequent default.
12.3 No waiver by BrightLocal of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
12.4 All notification and communication to BrightLocal should be sent to the contact details made available to you on the Website.
12.5 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining Terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
12.6 These Terms represent the entire agreement between you and BrightLocal in respect of your use of the Website and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.7 You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us except as expressly set out in these Terms.
12.8 BrightLocal reserves the right to modify these Terms at any time. Any changes will be published on the Website following which they shall come into effect (a) immediately in relation to your general use of the Website and any new purchase of Services or (b) on your next payment of any ongoing Subscription Charges..
12.9 These Terms shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction. If you live outside England and Wales, English law shall apply only to the extent that it does not deprive you of any legal protection accorded under the law of the place where you are habitually resident. The English courts will have exclusive jurisdiction over any claim arising from, or related to, these Terms or a visit to our site although, we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.1 If you have any questions or queries about these Terms please contact BrightLocal by email to [[email protected]] or post to [Contract Enquires, First Floor, Huntingdon House, 20 North Street, Brighton, BN1 1EB, United Kingdom].
13.2 If you wish to make a complaint about the Website or to report abuse of the Website please contact BrightLocal by email to [[email protected]] or post to [Contract Enquires, First Floor, Huntingdon House, 20 North Street, Brighton, BN1 1EB, United Kingdom].
IF YOU ARE AN AGENCY BUSINESS USER USING THE WEBSITE AND/OR SERVICES, THE PROVISIONS UNDER SECTIONS B SHALL ALSO APPLY ACCORDINGLY.
THE SERVICES MAY BE USED BY YOU AS AN AGENCY BUSINESS USER FOR THE BENEFIT OF YOUR CLIENTS PROVIDED THAT YOU SHALL ALWAYS COMPLY WITH THESE ADDITIONAL TERMS WHICH SHALL OVERRIDE THE STANDARD TERMS TO THE EXTENT OF ANY INCONSISTENCY BETWEEN THEM.
B1. Contractual relationship: When using the Services as an Agency Business User, the contractual relationship for the provision of the Services shall be solely between BrightLocal and you, and not your Client. Except for our express obligations to you set out in these Terms, BrightLocal takes no wider direct or indirect, express or implied responsibility towards any Client for whose benefit you use the Services or who may access the Website via your Account. We shall not be a party to nor have any liability in relation to any Agency Engagement Terms. The relationship between BrightLocal and the Agency Business User shall be that of an independent contractor. Nothing in these Terms shall render either of us as the employee, partner, agent, reseller or joint-venturer of the other. You shall not at any time for any reason hold yourself out as being an officer or employee of BrightLocal or state or imply that you have any closer business association or relationship with us than exists under these Terms.
B2. Client authorisation:
B2.1 By using the Services and/or Website for the benefit of a Client you are representing and warranting to us that you are and will at all times be fully and validly authorised by your Client do so for their benefit and to provide their Business Materials to us to use for these purposes. It shall be your sole responsibility to manage your relationships with your Clients.
B2.2 We shall be entitled to rely on your representation to be authorised by your Client, but in the event that we seek any information in this regard, you shall promptly provide all requested information and verification to us regarding your Clients and evidence of relevant permissions and ensure that such information and documentation is regularly updated.
B2.3 We reserve the right to request additional information and verification at any time at our discretion and we shall be entitled to make reasonable enquiries and checks directly with your Client. You agree to give us all reasonable assistance in this regard.
B2.4 If your Client withdraws its authorisation for you to use the Services and/or Business Materials on its behalf, then you shall immediately notify us and comply with their request and cease using the Services for them. Any delay or misrepresentation (including by omission) by you in this regard shall be deemed to be a fundamental breach of the Contract between us. We reserve fully our rights and remedies, including in relation to any damage and disruption to our business as a result and legal and administrative costs of resolving and mitigating such breach.
B2.5 If we consider in our discretion that either you, your Client or a third party Agency Business User are wishing to engage us to provide Services in any way that overlap or conflict with each other, we shall have the right to raise the issue with any or all of the parties to seek to determine the best outcome for the Client. For these purposes, we shall be entitled (but not obliged) to disclose to any affected party the identity of the other affected parties and our reasons for considering there to be an issue. We shall be entitled to suspend the provision of the Services whilst the matter is discussed and resolved. If we decide not to resume with the provision of the Services to you and therefore to terminate the Contract in respect of specific Services relating to a Client, we shall provide a prompt pro rata refund for any Charges pre-paid by you for any period during with the Services were suspended.
B2.6 You further agree that we may take whatever action is necessary to unconditionally transfer the control of any part of the Services, Business Materials and/or Campaign Tools within our custody either to the relevant Client or to its nominated successor agency in our sole discretion. You will promptly provide all requested assistance in this regard. For these purposes, you agree that your use of the Campaign Tools shall always be subject to these Terms and our ongoing permission.
B2.7 In the event that you believe or suspect that a third party Agency Business User has wrongfully claimed to have authority to engage us for a Client’s benefit, you must let us know as soon as possible and give us your full and prompt cooperation to assist us to resolve the matter.
B3. Your undertakings and obligations: You further hereby represent and undertake that you shall:
B3.1 comply with all applicable local and foreign laws and regulations which may govern any use of the Website and Services on behalf of your Clients;
B3.2 use the Website and Services for Clients only for lawful purposes and in accordance with the Terms;
B3.3 be solely responsible for contacting the Client in the event of any issues arising out of the Services or the Website, including but not limited to, any delays or difficulty with accessing the Services;
B3.4 only use the Services for the benefit of your Clients as an integral part of your own onward services to the Client and not as a stand-alone service i.e. you shall not offer to resell BrightLocal Services to any third party;
B3.5 always have Agency Engagement Terms in place with the Client which are appropriate and sufficient to ensure that they shall at all times comply with the relevant obligations hereunder in relation to the Services and the Website; and
B3.6 be solely responsible for deciding on the user roles and levels of access to your Account that you grant to your Client and manage their access responsibly.
B4. No exclusivity over Clients: Nothing in these Terms shall impose or imply any exclusivity over a Client or prevent your Clients from contracting with BrightLocal independently of you or via a third-party agency. Where the context permits, to the extent that a Client uses the Services directly or accesses or registers to use the Website, they may also be directly subject to the provisions of these Terms at our sole determination, for example, your Clients may be required to accept these Terms or other standard provisions when accessing the Website or Services.
B6. Disputes: You shall inform us immediately if you become aware of any breach of these Terms by your Clients and take all reasonable action at your own cost and expense requested by us to remedy any such breaches and cooperate fully with us if a dispute arises. In addition to our other rights, we shall be entitled to block or suspend use of the Services for a specific Client or by your Client Users for any reason at our sole discretion. Any use of the Services or Website by your Client authorised by you or via your Account may (at our sole determination) be treated as if it is use by your Users. In this respect, you shall be liable to us for the acts and omissions of your Clients as if they were your own acts of omissions.
B7. Additional warranties, disclaimers, and limitations of liability: In addition to the other provisions of the Terms:
B7.1 BrightLocal shall not be liable for your communication, dealing, transaction and/or relationship with your Clients or and any other third parties in your use of the Services, including but not limited to any fees owed by the Client to you in respect of the Services;
B7.2 In the event of a dispute between you and a Client, you agree to deal with such dispute independently of and without any demands from BrightLocal, and you fully and completely release BrightLocal from all claims, liability, and damages arising from or in any way connected to such claim or action;
B7.3 BrightLocal does not promise, warrant, or guarantee any specific results from your use of the Services. BrightLocal also does not guarantee (a) the availability of the Service at all times; or (b) that the Service shall be fault-free or uninterrupted at all times; and
B7.4 You hereby indemnify BrightLocal immediately on demand and without limit against all direct losses, liabilities, costs, and expenses (including but not limited to legal costs) arising from or incurred by reason of any breach of these Terms by you or your Clients.