Welcome to The Brief Company (TBC)
These terms and conditions (Conditions) apply in respect of all work undertaken by TBC.
Version 1.1 26/02/2022
1. Interpretation
1.1. The definitions and interpretation set out in this condition 1 apply to the Contract:
1.1.1. Contract: the agreement made between TBC and the Client as set out in these Conditions;
1.1.2. Client: the person, firm or company referred to in the Quotation who purchases Services;
1.1.3. Client Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
1.1.4. TBC is part of Laxer Brands, a company incorporated in Israel with company number 015701600 and whose trading office is at 3 Auerbach St., American colony, Jaffa, Israel 6811937;
1.1.5. Deliverables: all Documents, products, digital content and/or materials in any form, including computer programs, data, reports and specifications (developed by TBC or its agents or subcontractors) and delivered in relation to the Services;
1.1.6. Digital Marketing Services: The Services as further described at condition 9 below;
1.1.7. Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture or other image, proof, disk or other device or record embodying information in any form;
1.1.8. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-­up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know­ how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
1.1.9. Pre­-existing Materials: all Documents, information and materials provided by TBC relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications;
1.1.10. Quotation: The cost for services provided by TBC to the Client;
1.1.11. Services: the services provided by TBC under the Contract as set out in the Quotation, together with any other services which TBC provides, or agrees to provide, to the Client;
1.2. These Conditions shall prevail over any Client terms of business offered by or on behalf of the Client, or implied by law, trade custom, practice or course of dealing. The Client’s standard terms and conditions (if any) shall be deemed to be expressly rejected by TBC.
2. Formation of the Contract
2.1. The acceptance of a Quotation for Services by TBC constitutes an offer by the Client to purchase the Services specified in it on these Conditions. The Client will be deemed to have accepted a Quotation when it either signs the Quotation or otherwise communicates to TBC that it has accepted the Quotation. The Contract is deemed to commence on the earlier of:
2.1.1. a written acknowledgement issued and executed by TBC
2.1.2. by TBC starting to provide the Services.
2.2. Any Quotation is valid for a period of fourteen (14) days from its date, provided that TBC has not previously withdrawn it in writing.
The Client acknowledges that it enters into the Contract in the course of its business and not as a consumer.
3. Commencement of the Services
3.1. The Services shall be provided by TBC to the Client from the date agreed by the parties or if earlier the date referred to at condition 2.1.2.
4. TBC’s Obligations
4.1. TBC shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client, in accordance with the Quotation.
4.2. TBC shall use reasonable endeavours to meet any performance dates specified in the Quotation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5 Client’s Obligations
5.1. The Client shall:
5.1.1. co­-operate with TBC in all matters relating to the Services;
5.1.2. provide to TBC, in a timely manner, such Client Material and other information as TBC may reasonably require and ensure that such information is accurate in all material respects;
5.1.3. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable TBC to legitimately use the Client material in the provision of the Services;
5.2. The Client acknowledges that the late supply of Client Material may have an impact on TBC’s ability to deliver the Services. If TBC’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, TBC shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3. The Client shall indemnify TBC, from and against, all costs, charges or losses sustained or incurred by TBC arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to TBC confirming such costs, charges and losses to the Client in writing.
5.4. The Client shall indemnify TBC against all losses, costs or charges it may incur arising as a result of any action, claim or threatened claim (as applicable) that TBC’s use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party .
5.5. The Client shall not, without the prior written consent of TBC, at any time from the date of the Contract to the expiry of 6 (six) months after the last date of supply of the Services, solicit or entice away from TBC or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of TBC in the provision of the Services.
5.6. [Any consent given by TBC in accordance with condition 5.5 shall be subject to the Client paying to TBC a sum equivalent to 20% (twenty percent) of the then current annual remuneration of TBC’s employee, consultant or subcontractor or, if higher, twenty per cent (20%) of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.]
6. Charges And Payment
6.1. In consideration of the provision of the Services by TBC, the Client shall pay the charges as set out in the Quotation.
6.2. Unless otherwise agreed in writing by TBC and subject to condition 7.2 (where applicable), fifty per cent (50%) of the total price for the Services must be paid to TBC prior to TBC commencing the Services and fifty per cent (50%) of the total charges shall be paid by the Client to TBC (without deduction or set­-off) upon delivery following completion of the Services.
6.3. All invoices are payable on receipt of the invoice by the Client as payments dictate progression of the project at specific milestones. If invoices are not paid with immediate effect, TBC has the right to desist working on the project until payment is made. Any other payment terms agreed between the Client and TBC must be confirmed in writing by TBC.
6.4. All charges quoted to the Client shall be exclusive of VAT, which TBC shall add to its invoices at the appropriate rate;
6.5. Unless otherwise stated in writing any price and daily rate contained in the Quotation excludes:
6.5.1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred in connection with the Services, and the cost of any materials or disbursements. Such expenses, materials or disbursements shall be invoiced to the Client at cost; and
6.5.2. VAT, which TBC shall add to its invoices at the appropriate rate.
6.6. All additional work requested by the Client, which is requested following commencement of the Services and which is outside the scope of the Quotation (including any services necessarily procured in order to carry out the Services) shall be regarded as additional to the cost given in the Quotation and will be invoiced separately at the rates contained in the then current TBC rate card.
6.7. All charges listed in Quotations are estimates and are subject to final confirmation of technical specification.
6.8. The Client shall be entitled to request up to two (2) amendments to the design work/artwork supplied for approval. Any amendments requested by the Client in addition to the two (2) permitted amendments will be deemed to be additional work and will be charged at TBC’s standard hourly fee rates.
6.9. Once the Client has approved the Deliverables all further design work requested by the Client will be charged in accordance with the current rate card of TBC.
6.10. The parties agree that TBC may review and increase its standard hourly fee rates at any time, provided that such charges cannot be increased more than once in any 12 (twelve) month period. TBC will provide the Client with written notice of any such increase one (1) month before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within two (2) weeks of such notice being received or deemed to have been received in accordance with this condition
6.12. Without prejudice to any other right or remedy that it may have, if the Client fails to pay TBC on the Due Date, TBC may:
6.12.1. charge interest on such sum under the Late Payment of Commercial Debts (Interest) Act 1998; from the Due Date , accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Client shall pay the interest immediately on demand; and
6.12.2. suspend all Services until payment has been made in full.
6.13. Time for payment shall be of the essence of the Contract.
6.14. All sums payable to TBC under the Contract shall become due immediately on its termination. This condition 6.14 is without prejudice to any right to claim for interest.
6.15. TBC may, without prejudice to any other rights it may have, set off any liability of the Client to TBC against any liability of TBC to the Client.

7.4. TBC reserves the right to refuse to handle any material that it considers to be offensive, illegal or controversial.
7.5. Unless agreed otherwise, the Client agrees that TBC shall be free to use any ideas, concepts, know how or techniques used in the construction of the Client’s website for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products and any other items incorporating such information.
8.3. TBC cannot guarantee that website hosting will be available to the Client at all times, especially in the event of a failure beyond TBC’s control.
8.4. For the purpose of maintenance services, website hosting may have to be suspended for short periods of time. TBC will endeavour to notify the Client of any such periods in advance.

10. Intellectual Property Rights
10.1. Save where agreed otherwise in writing (for example, where TBC agree to licence the design and code of a website to the Client for an annual fee), all Intellectual Property Rights and all other rights in the Deliverables and the Pre­-existing Materials (excluding any Client Material) shall be owned by TBC.
10.2. Subject to condition 10.4, TBC licenses all such rights referred to in condition 10.1 to the Client free of charge and on a nonexclusive, worldwide basis to such extent as is necessary to enable the Client to make use of the website, the Deliverables and the Services. This licence is terminated with immediate effect as soon as any invoice becomes overdue. In the event that the Client wishes to use the Deliverables and/or any of the Intellectual Property Rights for purposes outside of the scope of the Contract, [as set out in the Quotation] prior to any such use the Client shall obtain the prior written agreement of TBC on commercial terms to be agreed.
10.3. The Client grants TBC a licence to the Client Material in order to provide the Services.
10.4. The Client acknowledges that where TBC does not own the Pre-­existing Materials, the Client’s use of rights in Pre-­existing Materials is conditional on TBC obtaining a written licence from the relevant licensor.
10.5. The Client acknowledges that it is not the obligation of TBC to search for registered trademarks or to contact the Intellectual Property Office on behalf of the Client unless specifically requested by the Client, agreed by TBC within the contract and on confirmation of the quotation.
11. Limitation Of Liability
11.1. This condition 11 sets out the entire financial liability of TBC (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of: any breach of the Contract;
11.1.1. any use made by the Client of the Services, the Deliverables or any part of them; and
11.1.2. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
11.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3. Nothing in these Conditions limits or excludes the liability of TBC:
11.3.1. for death or personal injury resulting from negligence; or
11.3.2. for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by TBC.
11.4.1 Subject to condition 11.2 and condition 11.3 TBC shall not be liable for loss of business; or loss of goods; or loss of contract; or loss of use, for example, including but not limited to the Client’s website being unavailable; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
11.4.2 TBC’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to an amount equal to the charges paid for the Services in the twelve months immediately preceding the event which gave rise to the claim.
12. Data Protection
12.1. The Client agrees to comply with its obligations as a data controller under the provisions of the Data Protection Act 1998. The Client acknowledges and agrees TBC will be a data processor for the purposes of the Data Protection Act 1998.
13. Termination
13.1. Either party may terminate the Contract without liability to the other on giving the other no less than 4 weeks written notice to the other party (with the exception of hosting contracts which require no less than 13 weeks notice):
13.2. Without prejudice to any other rights or remedies which the parties may have either party may terminate the Contract immediately upon written notice in the event that:
13.2.1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing of the breach; or
14. Confidentiality And TBC’s Property
14.1. The Client shall keep in strict confidence all technical or commercial know­ how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by TBC, its employees, agents, consultants or subcontractors and any other confidential information concerning TBC’s business or its products which the Client may obtain.
14.2. The Client may disclose such information:
14.2.1. to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Client’s obligations under the Contract; and
14.2.2. as may be required by law, court order or any governmental or regulatory authority.
14.3. The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition
14.4. The Client shall not use any such information for any purpose other than to perform its obligations under the Contract.
14.5. All materials, equipment and tools, drawings, specifications and data supplied by TBC to the Client (including Pre­-existing Materials and TBC’s Equipment) shall, at all times remain the exclusive property of TBC, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to TBC, and shall not be disposed of or used other than in accordance with TBC’s written instructions or authorisation.
15. General
15.1. TBC shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of TBC or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.2. No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
15.3. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.
15.4. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part­ provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.5. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
15.6. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
15.7. The Client shall not, without the prior written consent of TBC, assign, any of its rights or obligations under the Contract. TBC may at any time assign, or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
15.8. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
15.9. A person who is not a party to the Contract shall not have any rights under or in connection with it either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.10. Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by prepaid first ­class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
15.11. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract.