Our service terms

Brighter General Service Terms

These service terms and conditions (“Terms”), together with any special conditions specified in the Quote govern the agreement between Brighter Design Pty Ltd (“Brighter” “our” “we” “us”) and the person or entity specified in the attached Quote (“Client” “You”) for the supply of services by Us to You (“Services”). These Terms apply to the Quote and any purchase order, estimate, brief, job, or other request for services. These Terms commence on the date that you accept the Quote from Us, or the date that We commence providing the Services, whichever is earlier. You are deemed to have accepted these Terms if We supply Services after You receive these Terms. If You accept a Quote on behalf of a business entity, you warrant that you have the authority to do so.

1. The Services

   1. We will provide the Services specified in the Quote and will use best endeavours to deliver any deliverables on the dates specified.

   2. You are responsible for final review and approval of all Services, including without limitation in relation to any words, images, logos, content, sizing, mediums, materials, media, layout, design elements, composition, colour specifications. You acknowledge that we are not liable for any errors or faults with the deliverables which were present or discoverable in the draft deliverables, and Client will pay for any additional fees or costs resulting from the provision of additional Services, or the variation of a provision for Services, necessary to remedy any such errors or faults.

   3. We are not liable for any delays or incomplete Services or deliverables to the extent caused by Your delay or failure to provide any materials, approvals or instructions, or any variation of the Services (see clause 2).

   4. Client shall be responsible for notifying Brighter in writing of any specific legal requirements, including any regulatory requirements (if any) that may relate to Brighter’s delivery or Client’s receipt or use of the Services including any changes in law. Client shall be responsible for any non-compliance by Client or Brighter arising from Client’s failure to notify Brighter as described herein.

   5. The Company does not warrant or guarantee any results, outcomes other than those specified in these Terms.

2. Variation of Services

   1. The Client may request a variation to the scope of the Services (including the performance of additional services) by requesting a variation in writing at any time during the Term.

   2. After receiving a request for a variation to the Services from the Client, Brighter will notify the Client in writing:

      1. Whether or not a variation to the Services can be made;

      2. the new scope for Services including the impact of the variation of any agreed timelines or milestones; and

      3. the fee proposal for the proposed variation.

   3. Following receipt of the notification provided by Brighter under paragraph 4, the Client must notify Brighter of its acceptance of the variation proposal in writing before Brighter effects the variation to the Services.

   4. If the Client does not agree within 5 days of receipt of a Brighter fee proposal then the variation will be deemed not to have been accepted by the Client.

   5. All Fees and Charges incurred by Brighter for work already completed prior to effecting the variation to the Services remain due and payable by the Client.

   6. In circumstances where additional services are required that have not been included in the initial scope of Services or a any variation proposal, such work may be performed at Brighter's discretion subject to standard hourly rates. Brighter will make all reasonable efforts to notify the Client in advance of undertaking any work that will be billed on an hourly basis and provide an estimate of the time required. The Client acknowledges that actual hours may vary from estimates and agrees to pay for all hours worked at the agreed hourly rate. Records of hours worked will be maintained and made available to the Client upon request.

3. Third Party Agreements

   1. The Client acknowledges and agrees that Brighter may, in performing the Services, enter into arrangements with Third Parties as agent for the Client (Third Party Agreement).

   2. The relationship between Brighter and the Client is that of agent and principal and Brighter is expressly authorised to act on the Client’s behalf as agent for and in connection with the provision of the Services by Brighter under these Terms and any Third Party Agreement.

   3. Brighter will not be liable to the Client for any failure by Brighter to perform the Services as a result of a breach by a Third Party of a Third Party Agreement.

4. Client Obligations

   1. The Client agrees to the allocated timeline and deadlines for the provision of Services provided by the Company.

   2. If Client is required to respond to any request for feedback, approvals or provide any materials, property, instructions or information to Brighter (or any Third Parties) in connection with the Services, Client must do so promptly in writing with accurate and comprehensive responses and in accordance with Brighter’s reasonable requests (including for the purpose of complying with any Third Party’s requests or requirements).

   3. Unless otherwise agreed in writing, all deliverables will be subject to Client approval before being sent live or provided in final formats. Brighter will not be responsible for, and accepts no liability for any loss, damage or cost incurred by the Client as a result of Client approving a deliverable that contains an error or omission or requires further amendments at the request of the Client.

   4. Any requested revisions to deliverables shall be provided by notice in writing from Client to Brighter in a clear and concise manner, identifying the particulars of any requests. If requests for revisions have not been provided in accordance with this clause within 14 days of delivery of the relevant material, then such material (and any relevant related deliverable) will be deemed accepted and delivered.

   5. If Brighter provides the Services in accordance with this Agreement and the deliverables have been delivered in accordance with any technical standards reasonably notified in writing by Client to Brighter, then the deliverables shall be deemed to be accepted by Client.

   6. Where there has been a delay in Client making payment or giving instructions or approvals (in a manner required to meet the payment schedule or any delivery dates or expense payments), the timeframe for delivery shall automatically extend by the period of such delay and may incur additional Fees and Expenses as a result of the delay.

5. Fees and Payment

   1. In consideration of Brighter supplying the Services the Client must pay Brighter the Fees and Charges set out in the Quote in accordance with this Agreement.

   2. Unless otherwise agreed in writing by the Parties or detailed in the Quote, the Fees and Charges are exclusive of GST.

   3. The Client must reimburse and pay Brighter for all Third Party out-of-pocket expenses and other similar costs incurred, paid or payable by Brighter in performing the Services on behalf of the Client (“Expenses”).

   4. Brighter will submit an invoice to the Client for the Fees and Charges on the payment dates set out in the Quote, or if not detailed, at least monthly during the Term (“Invoice”).

   5. The Client must pay the amount of the Invoice by the date specified on the Invoice.

   6. Brighter reserves the right to require advance payment from the Client in the event that a substantial commitment is required to be made by Brighter in respect of the Services, including for Expenses.

6. Intellectual property rights

   1. Brighter may require use of Client IP for the purpose of performing the Services.

   2. The Client grants to Brighter a limited, non-exclusive, royalty-free licence to use the Client IP for the purpose of performing the Services and anything properly incidental to the performance of the Services.

   3. All Client IP remains the property of the Client, and no right, title or interest in or to Client IP will at any time be assigned to or vest in Brighter under this Agreement.

   4. All Brighter IP (including all pre-existing Intellectual Property Rights of Brighter) remain the property of Brighter.

   5. No right, title or interest in or to Brighter IP will be assigned to or vest in the Client under this Agreement.

   6. Subject to the Client’s compliance with all terms of this Agreement, and full payment of the Fees and Charges any any Expenses, Brighter grants to the Client a limited, royalty-free and non-exclusive license to use Brighter IP solely for the purpose of the client obtaining the benefit of the Services.

   7. To the extent permitted by law, all right, title and interest in all Intellectual Property Rights directly created or developed by Brighter for the Client in performing the Services (Developed IP) will be assigned to and vest in the Client on full payment of all Fees and Charges and Expenses payable up and until the completion of the Services.

7. Warranty, indemnity and liability

   1. The Client warrants that it is the owner (or licensee) of all Client IP.

   2. The Client indemnifies Brighter and its officers, agents, employees and contractors (“Staff”) against the full amount of all expenses, losses, damages and costs (on a solicitor and own client basis and whether incurred by or awarded against Brighter or its Staff) that Brighter or its Staff may sustain or incur as a result, whether directly or indirectly, of:

      1. any breach of this Agreement by the Client;

      2. the Client’s use of, publication of or reliance on the Services;

      3. any action (or inaction) of Brighter which is the result of any written or verbal instruction of the Client;

      4. any use of the Client IP by Brighter;

      5. any incompatibility of the deliverables with Client’s other systems, software or hardware

      6. any negligent, unlawful, reckless or wilful act or omission of the Client or its officers, agents, employees and contractors;

      7. personal injury or sickness or the death of any person or any injury;

      8. damage to any property, real or personal; and

      9. any action or claim by a third party arising from paragraphs (a) to (g).

   3. The total aggregate liability of Brighter under this Agreement, or in tort, under statute or any other basis shall be limited as follows:

      1. to the extent permitted by law, Brighter provides Services to the Client on an “as-is” basis and;

         1. excludes all warranties and conditions either express, implied, or statutory (including all implied warranties of merchantability, fitness for a particular purpose, lack of malicious code, uninterrupted or error-free operation, accuracy or completeness of responses or results, or non-infringement of third-party IP), regarding the deliverables and Services provided to the Client;

         2. if the Client becomes entitled to obtain any legal remedy for a breach under this Agreement, that remedy will be limited at Brighter’s discretion to the lesser of, the cost of Brighter resupplying the Services, or a refund of the Fees and Charges (excluding Expenses) paid by the Client during the Term.

      2. Brighter excludes liability to the Client (whether arising in contract or tort (including negligence) or under any statute) for any indirect or consequential loss suffered by the Client in connection with these terms and conditions, including, but not limited to loss of anticipated profits, revenue, savings, loss of opportunity and pure economic loss or any other consequential, special or indirect loss or damage, regardless of whether Brighter has been advised of the possibility of such damages.

8. Termination

   1. Performance of Services may be suspended or terminated by Brighter (at its election) by providing notice in writing to the Client in the event that:

      1. that Client breaches any provision of this Agreement and fails to remedy the breach within 7 days after receiving notice requiring it to do so; or

      2. that Client breaches a material provision of this Agreement where that breach is not capable of remedy.

   2. This Agreement may be terminated by either party by notice in writing to the other party in the event that either party:

      1. ceases to carry on business;

      2. is adjudicated to be insolvent;

      3. consents to the appointment of a receive, trustee or liquidator of itself or any of its property;

      4. is unable to pay its debts as they become due;

      5. enters into a scheme of arrangement with its creditors; or

      6. files a petition for its winding up.

   3. On termination of this Agreement:

      1. the Client must immediately pay the full amount of all Fees and Charges regardless of whether or not the Services have been performed at the time of suspension or termination;

      2. Brighter will not refund any Fees and Charges paid by the Client;

      3. all licences granted to the Client under this agreement in respect of Brighter IP (including all pre-existing Intellectual Property Rights of Brighter) will cease; and

      4. Brighter will retain all works, items, materials, ideas, plans, designs, drawings or concepts which are created, developed or produced by Brighter in supplying the Services.

      5. The parties will stop using the other party’s Confidential Information and will return or destroy such Confidential Information as directed by the other party; and

      6. The parties acknowledge and agree that termination of this Agreement will not affect any accrued rights or remedies either party may have.

9. Non Solicitation

   1. For the duration of the Term and for 12 months after the termination or expiry of this Agreement, Client agrees not to (directly or indirectly):

      1. employ, contract, subcontract or otherwise engage with any employee, contractor, subcontractor, consultant, servant or agent of Brighter or any related or associated person or entity or seek to do any of those things;

      2. canvas, solicit, entice, induce or attempt to induce any employee, contractor, subcontractor, consultant, servant or agent of Brighter or any related or associated person or entity to end or vary their employment, contract, subcontract, consultancy or any other relationship or arrangement with Brighter or any related or associated person or entity;

      3. canvas, solicit, entice, induce or attempt to induce any client, prospective client or potential client of Brighter or any related or associated person or entity to end or vary or not commence their agreement or any other relationship or arrangement with Brighter or any related or associated person or entity;

      4. interfere or seek to interfere with the relationship between Brighter, or any related or associated person or entity, and its customers, suppliers, employees and/or any other person/s;

      5. induce any other person to perform any of the acts specified in clauses 9(a) to 9(d).

   2. You acknowledge that the covenants in respect of non-solicitation contained in this clause are fair and reasonable and that Brighter is relying upon this acknowledgement in entering into this agreement.

   3. In the event of a breach of this clause 9, the Client agrees to pay Brighter a recruitment fee of 150% of the annual gross salary or average annual contract fee (based on the previous 12 months) of that employee or contractor within 30 days from the date that the employee or contractor leaves the employment or engagement of Brighter.

   4. If any provision of this clause is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

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1. Miscellaneous

   1. The law and jurisdiction applicable to this Agreement is that of South Australia.
   2. The Client may not assign or novate their rights or obligations under these Terms without the prior written consent of Brighter.
   3. Brighter may subcontract or delegate any part of the Services.
   4. These Terms, together with any special conditions in specified in the Quote, constitute the entire agreement between the parties. To the extent of any inconsistency between these Terms and the terms of any agreement provided by You, whether before or after the date of these Terms, these Terms will prevail. These Terms may only be varied by agreement in writing signed by both parties.

2. Defined terms

   1. The following definitions apply unless the context requires otherwise:
      
      1. Agreement means these Terms together with the Quote.
      2. Brighter IP means all Intellectual Property Rights of Brighter excluding the Client IP and, subject to clause 4.3, the Developed IP.
      3. Client IP means all Intellectual Property Rights of the Client in existence prior to the parties entering into this agreement but excludes the Brighter IP.
      4. Confidential Information of a party (Disclosing Party) means all information: (i) treated by the Disclosing Party as confidential; (ii) disclosed by the Disclosing Party to the other party or of which the other party becomes aware, whether before or after the date of this agreement, except information; (iii) the other party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or (iv) that is public knowledge (otherwise than as a result of a breach of confidentiality by the other party or any of its permitted disclosees).
      5. Fees and Charges includes the amount specified in the Quote and the Expenses as defined in clause 3.2.
      6. Intellectual Property Rights or IPR means all intellectual property rights, including but not limited to, the following rights (i) patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential (ii) any application or right to apply for registration of any of the rights referred to in paragraph (i); and all rights of a similar nature to any of the rights in paragraphs (i) and (ii) which may subsist anywhere in the world (including Australia), whether or not such rights are registered or capable of being registered.
      7. Party means Brighter and/or the Client, as the case may be and Parties means the both of them.
      8. Quote means the quote from Brighter to the Client which details the scope of the marketing and advertising services to be provided by Brighter to the Client including without limitation the Hosting Quote.
      9. Services means those advertising and marketing related services described in the Quote, and any other services agreed in writing by the Parties, which are to be performed, provided, supplied, co-ordinated and/or arranged by Brighter for the Client which may or may not include delivery of any works, items, materials, ideas, plans, designs, drawings or concepts which are created, developed or produced by Brighter in accordance with and subject to this agreement.
      10. Term means the term or duration of this agreement as set out in the Quote.
      11. Third Party means a third party with whom Brighter contracts to perform certain services or supply certain goods so as to enable Brighter to provide the Services to the Client, and for the avoidance of doubt includes all approved sub-contractors.

3. Additional Terms for Website Hosting Services

   1. In this clause 11:
      1. Acceptable Use Policy means the policy describing the acceptable uses of the Hosting Services and set out in Schedule 1.
      2. Hosting Services means those web hosting services described in the Hosting Quote.
      3. Hosting Quote means the form which includes the Client’s account information and details the scope of the Hosting Services to be provided by Brighter to the Client.
   2. The Client appoints Brighter to supply the Hosting Services during the Term.
   3. The scope of the Hosting Services is described in the Hosting Quote.
   4. If the Client wishes to amend or vary the Hosting Services, including by upgrading the plan, or selecting add-ons, then a request must be submitted in writing to Brighter.
   5. Brighter will either accept or reject the Client’s request.
   6. If Brighter agrees to any variation, all Fees for the Hosting Services completed prior to the variation remain due and payable by the Client.
   7. The cost of any variation approved by Brighter will form part of the Fees.
   8. The Client must at all times comply with applicable laws, rules and regulations in the Jurisdiction and act in accordance with the Acceptable Use Policy when accessing or using the Hosting Services.
   9. Brighter reserves the right to update and vary the Acceptable Use Policy from time to time and these Terms and Conditions upon giving reasonable notice.
   10. Unless otherwise agreed in writing, Brighter is not responsible for the development, functionality or performance of any Client Content on or in relation to the Hosting Services.
   11. The Client agrees not to resell the Hosting Services to any third party.
   12. The Client agrees to pay Brighter the fees for the provision of the Hosting Services at the rate and in the manner specified in the Website Quote, including:
       1. setup fees for all new accounts and major account changes prior to the account being activated or changed; and
       2. the fee for the Hosting Services, paid monthly or annually in advance during the Term as specified in the Hosting Quote, (together, “Hosting Fees”).
   13. If the Client’s use of the Hosting Services exceeds the allocated resources (including, without limitation, additional bandwidth or storage space), the Client must pay Brighter for these additional services in accordance with the rates set out in the Hosting Quote, or as otherwise made available by Brighter (“Additional Fees”).
   14. Brighter reserves the right to vary the Hosting Fees and Additional Fees (together, Fees) at any time by written notice, including but not limited to if the fees and charges of Brighter’s wholesaler are altered by them.
   15. In the event that the Client incurs Additional Fees, or Brighter reasonably expects that the Client will incur Additional Fees in any month during the Term, Brighter reserves the right to require advance payment from the Client to be made to Brighter in respect of the Hosting Services.
   16. If Brighter requests advance payment under clause 5.6 and payment is not made by the Client, Brighter reserves the right to suspend the Hosting Services.
   17. In the event that a payment made under clause 5.6 exceeds the actual Additional Fees incurred by the Client, Brighter will apply any excess to the following month’s invoice.

4. Additional Terms for Website Development Services

   1. In this clause 8:
      1. Acceptance Testing means a demonstration conducted by Brighter of the functionality and performance of the Website.
      2. Website means the website provided to the Client as a result of the Web Development Services.
      3. Web Development Services means those web development services described in the Quote, and any other web development services agreed in writing by the Parties, which are to be performed, provided, supplied, co-ordinated and/or arranged by Brighter for the Client which may or may not include delivery of any works, items, materials, ideas, plans, designs, drawings or concepts which are created, developed or produced by Brighter in accordance with and subject to this Agreement.
   2. The Client must supply all written and image content to be included in the Website to Brighter in a digital format nominated by Brighter.
   3. Brighter will design the Website in accordance with the minimum system specifications detailed in the Quote.
   4. Brighter will not be liable to the Client for any failure of the Website as a result of the Client’s use of the Website on a different system to that specified in the Quote.
   5. Brighter will exercise professional skill and care in providing the Web Development Services. However, Brighter does not guarantee that the Website will operate uninterrupted or error-free. The Client acknowledges that it is responsible for implementing sufficient procedures and checkpoints on the Website to satisfy its particular requirements for anti-virus protection, accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data.
   6. Brighter will provide the Client with a report on the progress of the Web Development Services when reasonably requested by the Client.
   7. Brighter is not required to provide support and maintenance in relation to the Website after expiration or termination of this Agreement unless specified in the Quote.
   8. The Client may request that Brighter conduct the Acceptance Tests, at the Client’s cost, within 7 days of Brighter notifying the Client of the completion of the Website.
   9. If the Client does not make a request under 4(a), the Client is deemed to have accepted the Website.
   10. Following receipt of a request under clause 8.6, Brighter will provide notice to the Client of:
       1. the expected cost that the Client will incur in Brighter conducting the Acceptance Tests; and
       2. when the Acceptance Tests will be performed and completed.
   11. At completion of the Acceptance Tests, the Website will be deemed to have been accepted by the Client if Brighter demonstrates that it functions in accordance with the terms of the Quote.

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Schedule 1 – Acceptable Use Policy

1. General

   1. Client Content means all materials, code, data, text (whether or not perceptible by users), metatags, multimedia information (including, but not limited to sound, data, audio, video, graphics, photographs, or artwork), domain names, e-mail, chat room content, bulletin board postings, or any other items or materials of the Client or any third party that are upload onto or used in relation to the Hosting Services.
   2. This Acceptable Use Policy describes the proper kinds of conduct and prohibited uses of the Hosting Services.
   3. The Acceptable Use Policy forms part of this Agreement, and reflects the policies and procedures of Brighter’s wholesaler.
   4. Subject to the terms of this Agreement, any breach of Acceptable Use Policy may result in the suspension or termination of the Hosting Services.

2. Prohibited use of the Hosting Services

   1. The Hosting Services may be used only for lawful purposes. Transmission, distribution or storage of any material or any activity in breach of any applicable law or regulation are strictly prohibited. Brighter reserves the right to restrict or prohibit any and all uses of the Hosting Services (including Client Content) or Client Content that it determines (in its sole discretion or as required by Brighter’s wholesaler) is harmful to its systems, network, reputation, good will, other Brighter clients, or any third party. The Client will violate this Acceptable Use Policy if they engage in the following prohibited activities:
      1. Engaging in:
         1. any activity involving materials of an adult nature, including, without limitation, pornography;
         2. online gambling;
         3. any activity that infringes or misappropriates the intellectual property rights, legal rights or moral rights of others, including, without limitation copyright and trade mark rights; and
         4. any activity that violates privacy, publicity, or other personal rights of others;
      2. sending unsolicited bulk and/or commercial messages by email (known as ‘spamming’);
      3. any attempt to undermine or cause harm to a server or client of Brighter’s wholesaler, including without limitation disseminating or hosting harmful code or software including, without limitation, viruses, trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information including the Hosting Services;
      4. hosting websites that have:
         1. banners, graphics or CGI scripts running from their domain used on another domain;
         2. picture galleries (any site where 50% of the files transferred are graphics);
         3. download files or archives (any site where more than 50% of the monthly traffic is from file downloads); and
         4. more than 30% of system resources included but not limited to CPU and memory;
      5. installing chat rooms without the approval of Brighter; and
      6. operating Internet Relay Chat (IRC) or IRC bots without the approval of Brighter.
   2. Unless otherwise agreed with Brighter in writing, the Hosting Services are not to be used for ad-hoc storage. Accordingly, under this Acceptable Use Policy, at least 90% of the Client Content must be ‘linked’ with files (.GIF, .JPEG, etc) stored on the server. Client Content that is found to contain minimal linked files will not comply with this Acceptable Use Policy.

Brighter Design Pty Ltd
ABN 66 008 131 619
Brighter.com.au
Level 10, 147 Pirie Street Adelaide SA 5000
08 8433 2100

Last updated 23 January 2026