Legal

1.0 Customer Terms And Conditions

Terms of Use

This agreement sets forth the terms and conditions between Growth Hacking Ltd (trading as ‘Brillea’) a limited liability company incorporated under the laws of England and Wales with Registration Number 09960627 (“Brillea”, “we” or “us”) and you (the ‘user’ or ‘you’ or ‘Customer’) in using the Brillea digital marketing platform and framework (the “Services”). This agreement together with the Schedules shall be referred to herein as the “Agreement”.

1. Acceptance of the Terms

By entering to, connecting to, accessing or using our Services,  you acknowledge that you have read and understood this Agreement , and you agree to be bound by it and to comply with all applicable laws and regulations regarding your use of the Services, and you acknowledge that this Agreement constitutes a binding and enforceable legal contract between Brillea and you.

If you do not agree to these terms, please do not connect to or access our Services (and obviously please don’t agree to these terms).

2. Fees, Expenses, and Payment. 

2.1 In consideration for the Services, the Customer shall pay to Brillea the fees and expenses in accordance with Schedule 1. Upfront payment is required using direct debit mandate set up with our payment service provider or such other payment methods made available by us from time to time. On receipt of payment, an invoice / payment receipt will be issued. Brillea reserves the right to suspend the provision of Services in the event of non-payment by the Customer. 

2.2 The description of the fees and expenses in Schedule 1 is exclusive of any applicable taxes. All sums payable to us under this Agreement:

  1. are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

  2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

3. Confidentiality. 

3.1 Each party shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including but not limited to, any written reports or other data (collectively, “Confidential Information”), without the prior written consent of the other party. Each party may disclose Confidential Information only to its employees and contractors who have a need to know in connection with the provision or use of the Services and who are bound by confidentiality restrictions consistent with those set forth herein. This Section 2 shall not apply to any information that:

 

(i)   is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement,

(ii)  the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof,

(iii) was already known to the recipient at the time it received such information from the other party as shown by the recipient’s prior written records, or

(iv) is independently developed by the recipient without use of, or reference to, Confidential Information.

 

3.2 If either Brillea or the Customer is requested or required by any legal or investigative process to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed.

3.3 Nothing in this clause 3 shall prevent Brillea from using any techniques, ideas or know-how gained during the performance of this Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the Customer's Confidential Information or an infringement of IPRs. 

 Customer Information. 

In performing the Services, Brillea will use all information supplied by the Customer  (Customer Information) without having independently verified the same and Brillea assumes no responsibility for the accuracy or completeness of such information.

 

4.  Intellectual Property Right

4.1 In this clause 4:

Deliverables means any output of the Services to be provided by Brillea to the Customer as specified in Schedule 1 and any other documents, platform, framework, products and materials provided by Brillea to the Customer in relation to the Services.

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

4.2 In relation to the Deliverables:

  1. Brillea and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Information;

  2. Brillea grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to copy and modify the Deliverables (excluding the Customer Information) for the purpose of receiving and using the Services and the Deliverables in its business; and

  3. the Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 4.2(b).

 

4.3 In relation to the Customer Information, the Customer:

  1. and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Information; and

  2. grants Brillea a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Information for the term of this Agreement for the purpose of providing the Services to the Customer.

 

4.4 The Customer:

  1. warrants that the receipt and use of the Customer Information in the performance of this Agreement by Brillea, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

  2. shall indemnify Brillea in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Brillea arising out of or in connection with any claim brought against Brillea, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Information.

4.5 Subject to clause 9.2, if this Agreement is terminated for any reason, Brillea reserves the right to revoke the licence to the Customer to use such Brillea platforms, frameworks, tools and dashboards developed by Brillea such that following such revocation, the Customer shall no longer be able to use such tools and dashboards. 

4.6 If third party tools are required for the provision of the Services, the Customer shall contract directly with any third party service provider for the provision of such tools and Brillea shall not be liable in any way for the use of such tools and assumes no responsibility for the use of such tools.

4.7 The Customer agrees and acknowledges that Brillea may store, use and/or analyse the Customer Information and/or the Deliverables to develop or improve its products or services. 

5. Use of the Services. 

The Services provided by Brillea may include advice and recommendations; however, all decisions in connection with the implementation of such advice and recommendations shall be the sole responsibility of, and made by, the Customer. 

6. Use of Names.  The Customer agrees that Brillea may include the Customer’s name and/or logo in a list of representative customers of Brillea for general customer marketing and employee recruiting purposes.

 

7. Limit of Liability.

7.1 In no event shall either party be liable for any indirect, special, incidental, consequential or punitive damages or for any lost profits or any costs arising out of or relating to the Services. 

7.2 Brillea shall not be liable for:

(a) Facebook / Google or other third parties rejecting or blocking ads for whatever reason. 

(b) any of the results produced in connection with any marketing efforts or campaigns 

(c) for the Customer’s media spend. The Customer shall indemnify Brillea in full for and against all claims, costs, expenses or liabilities incurred or suffered by the Brillea including all legal expenses and other professional fees (together with any VAT thereon) in relation to the Customer’s media spend.

 

7.3   In no event shall Brillea’s liability (whether based on any action or claim in contract, tort, or otherwise) to the Customer or its affiliates arising out of or relating to any Services exceed the single monthly fee paid to Brillea for such Services.

 

7.4    This clause 7 shall apply to the fullest extent permitted by applicable law. Nothing in this Agreement limits any liability which cannot legally be limited.

7.5 References to liability in this clause 7 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

7.6 Nothing in this clause 7 shall limit the Customer's payment obligations under this Agreement,  its obligations under clauses 4.4(b) or clause 7.2(c).

 

8. Term. 

This Agreement shall continue in force for an indefinite period (the ‘term’). until terminated in accordance with Section 9. 

9. Termination. 

9.1 Either  party may terminate this Agreement with immediate effect by giving written notice to the other party. If the upfront payment for a month is not received on the expected date, this will be considered to be a termination of Agreement.

9.2 On termination of this Agreement:

  1. the Customer shall immediately pay to Brillea all of Brillea’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Brillea may submit an invoice, which shall be payable immediately on receipt;

  2. the Customer will continue to have  view access to the Brillea platform for 1 week after the date of termination of the Agreement. 

  3. the Customer agrees that any ongoing marketing campaigns will be left running in the same format and framework as at the time of termination unless you inform us stop such campaigns. 

10.  Force Majeure.

Neither party shall have any liability for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including, without limitation, pandemics, acts of God, fires, floods, earthquakes, acts of war or terrorism, civil disturbances, sabotage, accidents, unusually severe weather, governmental actions, power failures, computer/network viruses that are not preventable through generally available retail products, catastrophic hardware failures, attacks on its server or the unavailability of third party services used for the provision of Services.

11.  Governing Law. 

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts located in England and Wales.

12.  Dispute Resolution. 

If any dispute between the parties arises out of any matter governed by this agreement, each party will first attempt in good faith to reach a settlement through negotiation by its appointed representative.

13.  Severability. 

It is the intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permitted by applicable law.   To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence herein is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified or deleted in such manner so as to afford the party for whose benefit it was intended the fullest benefit commensurate with making this Agreement, as modified, enforceable, and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent.

 

14.  Miscellaneous. 

Brillea may change the Terms from time to time, at its sole discretion and without any notice. Substantial changes of these Terms will be first notified on the Site and/or by sending you an e-mail regarding such changes to the e-mail address that is registered under your account. All changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Solution after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.

15 Non-solicitation

15.1 Customer shall not, without the prior written consent of Brillea, at any time from the date of this agreement to the expiry of 12 months after the termination or expiry of this Agreement, solicit or entice away from Brillea or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Brillea in the provision of the Services.

15.2 Any consent given by Brillea in accordance with clause 15.1  shall be subject to the Customer paying to Brillea a sum equivalent to 50% of the then current annual remuneration of Brillea’s employee, consultant or subcontractor or, if higher, 50% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

Schedule 1 – Marketing Fees

1.1 The fees for the Services shall be on a fixed fee basis:

1.1 The Customer shall pay Brillea:

  1.  the fees (as specified in clause 1.2) each month in advance in accordance with the invoice; and 

  2. in full and in cleared funds using direct debit mandate set up with our payment service provider or such other payment methods made available by Brillea from time to time, and time for payment shall be of the essence of the Agreement.

 

1.2 The following fees (exclusive of VAT) shall be payable by the Customer to Brillea:

A standard recurring monthly fee of £699 (excl VAT)

 

1.3 The above fee does not include any third party tools or media costs.

1.4 If the provision of the Services requires the use of additional third party tools, such use of third party tools shall be agreed and paid for directly by the Customer.

1.5 Our fees are non-refundable under any circumstances.

1.6 If you do not notify us at least 1 business day prior to the next due date of your fees that you want to terminate this Agreement, we will automatically charge the fees using your chosen payment method on the due date.

 

Schedule 2 - Services

Brillea will provide the Customer with the following standard services

A market dashboard that includes:

Topline results of the campaigns against predefined Brillea reporting metrics. These may include (but are not limited to)

  • Clicks

  • Cost per click (CPC)

  • Cost per app download / install (CPI)

  • Cost per click (CPC)

  • Cost per new customer acquisition (CPC)

  • Cost per sale (CPS)

  • Cost per sign up / lead (CPL)

  • Cost per engagement (CPE)

A summary of marketing spend to date for the month and remaining budget.

A summary of channels and campaigns currently live

A summary of reports and insights (when they are available)

A brief outlining the marketing objectives

A summary of what tests are currently live

An indicative timeline for the campaigns which may be amended by Brillea from time to time 

Note: For reporting Brillea uses the performance attribution methodology of Facebook & Google platforms

Access to a marketing professional

Available for help and guidance though communications channels as decided by Brillea.

To setup, run and manage marketing campaigns & make recommendations for what tests to run.

To make changes to the existing campaigns on a set given time on a monthly basis (‘campaign change). All changes for the subsequent month will be made at the same point in time. This means any time specific campaigns (e.g. offers to start on a given date) need to be setup in advance at the allocated time. This also means adhoc changes required to campaigns will have to wait until the next campaign change date.

Optimise your campaigns that includes but is not limited to managing and reallocating spend levels between campaigns, applying frequency caps to the ads, pausing campaigns, resting creatives, stopping campaigns. 

On a monthly basis, Brillea will provide

A topline report summarising campaign results and key insights from the previous month.

Recommendation on what tests to run in during the subsequent month (up to a maximum of 5 tests)

Amends to creatives if required (up to a maximum of 3 amends for banner ads only)

Changes to campaigns and tests (if required)

The marketing channels included in the standard Brillea 

Facebook Ads

Instagram Ads

Google Search Ads

Last Updated: 2021-03-11