Terms And Conditions
Last updated: February 2026
1. INTERPRETATION
In these Terms and Conditions, unless the context otherwise requires:
“Agreement” means the agreement between the Company and the Client for the provision of Services comprising these Terms and Conditions, the Proposal, and any other documents expressly incorporated by reference;
“Client” means the person, firm or company who accepts a Proposal for the provision of Services;
“Company” means Bramley Media Ltd, a company registered in Northern Ireland under company number [to be confirmed], whose registered office is at 73 Charlestown Road, Portadown, Craigavon BT63 5PP;
“Deliverables” means all materials, work product, and other items to be delivered to the Client as part of the Services;
“Proposal” means the Company’s proposal document setting out the scope of Services, fees, and timescales;
“Services” means the marketing, design, content creation, and related services to be provided by the Company to the Client as set out in the Proposal.
2. BASIS OF CONTRACT
The Proposal constitutes an offer by the Company to supply Services to the Client in accordance with these Terms and Conditions.
The Proposal shall be deemed to be accepted when the Client issues written acceptance of the Proposal, at which point the Agreement shall come into existence.
These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SERVICES
The Company shall provide the Services to the Client with reasonable skill and care.
The Company shall use reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Company reserves the right to amend the scope of Services if necessary due to circumstances beyond its reasonable control. The Company shall notify the Client of any such changes as soon as reasonably practicable.
4. CLIENT OBLIGATIONS
The Client shall:
(a) provide the Company with access to all information, materials, and cooperation reasonably required by the Company to provide the Services;
(b) provide timely decisions and approvals as required for the Company to provide the Services;
(c) ensure that all information and materials provided to the Company are accurate and do not infringe any third party rights;
(d) comply with all applicable laws and regulations in relation to their activities and business.
If the Company’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client, the Company shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
5. FEES AND PAYMENT
The Client shall pay the fees set out in the Proposal in accordance with the payment terms specified therein.
All fees are exclusive of VAT, which shall be added to the Company’s invoice at the appropriate rate.
The Company may invoice the Client for Services on a monthly basis or in accordance with milestones as specified in the Proposal.
The Client shall pay all invoices within 30 days of the invoice date.
If the Client fails to make any payment due to the Company under the Agreement by the due date, then the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.
The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law.
6. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the Deliverables shall vest in the Company upon creation.
Subject to payment in full of all fees due under the Agreement, the Company grants to the Client a non-exclusive, perpetual, royalty-free licence to use the Deliverables for the Client’s business purposes.
The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
The Company retains the right to use the Deliverables in its portfolio and marketing materials unless otherwise agreed in writing.
7. CONFIDENTIALITY
Each party undertakes that it shall not disclose to any person any confidential information concerning the business, clients, customers or suppliers of the other party, except as permitted by this clause 7.
Each party may disclose the other party’s confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement.
This clause 7 shall survive termination of the Agreement.
8. LIMITATION OF LIABILITY
Nothing in the Agreement shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, or fraud or fraudulent misrepresentation.
Subject to clause 8.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, depletion of goodwill, loss of anticipated savings, or any special, indirect or consequential loss arising under or in connection with the Agreement.
Subject to clause 8.1, the Company’s total liability to the Client in respect of all losses arising under or in connection with the Agreement shall not exceed the total fees paid by the Client to the Company under the Agreement in the 12 months preceding the date on which the claim arose.
9. TERMINATION
Either party may terminate the Agreement by giving not less than 30 days’ written notice to the other party.
Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of the Agreement which is irremediable or which is not remedied within 14 days of receiving written notice requiring remedy.
On termination of the Agreement for any reason, the Client shall immediately pay to the Company all outstanding unpaid invoices and interest.
10. FORCE MAJEURE
The Company shall have no liability to the Client under the Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, or other pandemic or epidemic.
11. GENERAL
The Client shall not assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of the Company.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of Northern Ireland.
Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.
A variation of the Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.
Any notice required to be given under the Agreement shall be in writing and sent to the registered office of the Company or to the Client’s address as specified in the Proposal.
Bramley Media Ltd
73 Charlestown Road
Portadown, Craigavon
BT63 5PP
Northern Ireland
Email: hello@bramleymedia.com