This Terms of Service (the "Terms" or "Terms of Service") are entered into and by Brilliant (also "we", "us" and "Company") and the Client ("Customer" or "you"). Access to and use of the Website and the products and services provided by Brilliant (collectively, the "Services") are subject to these Terms. By using the Services, you are agreeing to all of the Terms of Service, as may be updated by us from time to time.
These Terms describe each party's rights and responsibilities in connection with the use of the Services and together with any exhibits, documents or URLs referenced herein and any terms contained in an Acknowledgement, Order Form or Invoice (collectively, the “Agreement”) constitute a binding and enforceable legal contract between Client and Brilliant.
You should check this page regularly to take notice of any changes we may have made to the Terms of Service.
Our Privacy Policy sets out how we will use your information. By using this Website, you consent to the processing described therein and warrant that all data provided by you is accurate.
Our Data Processing Addendum forms part of the Agreement for our clients with respect to data of which they are the Controller.
Brilliant offers a variety of services (“Services”), which may include (but are not limited to) the following.
Website. Our "Website" is located at https://brilliantmade.com and includes any and all subdomains thereof.
Custom Merchandise. Brilliant designs, sources and produces custom merchandise such as apparel, pens, notebooks, drinkware, gifts and other merchandise (“Custom Merchandise”). Brilliant will sell Custom Merchandise to you under these Terms, in addition to the terms of each specific order that you will agree to when approving an order on our Website.
Fulfillment and Storage Services. Brilliant provides fulfillment and warehousing services to some clients. Should you utilize these services, your usage will be subject to our Fulfillment and Storage Terms.
Platform Services. Brilliant provides software services to some clients. Should you utilize these services, your usage will be subject to our Platform Services Terms.
Current pricing for Platform Services and Fulfillment and Storage Services is available on our pricing page.
On Demand Gifts. Brilliant facilitates the purchase of gifts directly from certain third-party vendors. Should you choose to purchase On Demand Gifts, your usage will be subject to our On Demand Terms.
You represent and warrant that you are over the age of 18, that all details you provide to us are true and accurate and that you are an authorized signatory for the company you represent.
By pressing the “Approve” button on an estimate page of our Website, or a Brilliant pricing notice, or otherwise indicating acceptance, you agree to purchase the specified goods and/or services at the agreed upon price under these Terms and any additional terms and specifications provided in writing when you approve the order.
After approved by you, orders cannot be canceled. Brilliant will source products, and often customize them, and perform services for you based on our mutual understanding of your requirements.
Samples. You acknowledge and agree that the only way to assess product color, quality and other physical specifics is to review a physical sample in person. Brilliant encourages you to order samples before approving any orders to confirm the products contained therein will meet your needs. If you choose not to order samples, it is at your own risk.
Product Inspection and Issues. We try to resolve issues and concerns with orders as quickly as possible. Client agrees to inform Brilliant in writing as quickly as possible if there are complaints, concerns or issues with their order upon receipt.
After receiving any items purchased from Brilliant, Client agrees to inspect products immediately and inform Brilliant if there are any concerns, problems or issues. At a minimum, Client agrees to inform Brilliant of any problems within 14 days of shipment receipt. Client agrees to provide photos and return items if requested to assist with understanding and resolving your issue.
Ownership and Risk of Loss Ownership for the items in your order passes to you upon transfer to the shipping carrier by Brilliant or our affiliates or partners. Client may elect to purchase insurance for losses incurred by the shipping carrier, and must inform Brilliant at the time of order approval that they wish to do so.
No Resale. You agree that products purchased from Brilliant are for internal or gift use only, and that you will not resell products to any third party.
Information Discrepancies and Cancellations. While we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or canceling it. If we are unable to contact you, we will treat the order as canceled. If your order is canceled and you have already paid for the goods, you will receive a full refund.
Time-sensitive Orders and Delivery Times. Brilliant will make commercially reasonable efforts to ensure that your order is transferred to the shipping carrier by the date and time required so that it can be delivered to your location on time. Both parties agree that Brilliant is not responsible for delivery delays caused by the shipping carrier once your order has been transferred to that carrier, as such delays are completely outside of our control.
Client grants to Brilliant a royalty-free, worldwide, transferable, nonexclusive, right and license to use any content, logos and design files you provide to us (User Supplied Content), in all media existing now or created in the future, as Brilliant deems reasonably necessary to allow us to satisfy our obligations to you in connection with the Services. Brilliant may sublicense the rights that you grant us in this Section to a third party subcontractor only for purposes of producing Custom Merchandise and providing the Services to you. Client grants Brilliant the right to include client and its logo in client lists, and to share photographs of completed deliverables in case studies, marketing materials, and the like, unless Client makes a written request to Brilliant to the contrary.
Client retains any and all rights in and to the User Supplied Content including, but not limited to any copyright or trademark rights. Client warrants that it owns all intellectual property and other rights, title and interest in and to any User Supplied Content.
In consideration for the performance of Services, Client will remit payment to Brilliant by the payment due date listed on each invoice using one of our acceptable payment methods (check, ACH, wire or credit card). Client will pay Brilliant within 21 days of receipt of invoice. If your company disclaims responsibility for a purchase approved by you as unauthorized, you agree to be personally responsible for all charges and to remit payment by the payment due date.
For all late payments, Client agrees to pay finance charges of 1.5% each month or the maximum amount allowable by law. If Client has a credit card on file with Brilliant, Client authorizes Brilliant to charge any past due invoices to its credit card.
Brilliant provides Services and its Website on an “as is” and “as available” basis. We do not represent or warrant that the Website or Services will be free of inaccuracies or errors, will meet your requirements or that access will be completely uninterrupted. We make no warranties other than those expressly made in these Terms, and hereby disclaim any and all other warranties whether express, implied, statutory or otherwise, including without limitation, warranties of fitness for a particular purpose, merchantability and non-infringement.
Brilliant will not be liable to Client or any third party for any consequential, incidental, indirect, punitive or special damages (including damages relating to lost profits, lost data or loss of goodwill) arising out of, relating to or connected with the use of Services or Website, based on any cause of action, even if advised of the possibility of such damages.
Limitation of Liability. In no event will the liability of Brilliant in connection with these Terms, the Website and the Services exceed the amounts paid by you to Brilliant during the three months immediately preceding the acts giving rise to such liability.
Please read this section carefully. It affects your legal rights.
Before initiating any arbitration or court proceeding, the party asserting a dispute must first send written notice to the other party describing the dispute in reasonable detail.
Notices to Brilliant must be sent to: [email protected].
The notice must include, to the extent reasonably available:
The parties will attempt in good faith to resolve the dispute for at least 30 days after notice is received. Neither party may initiate arbitration or litigation until the informal resolution period has ended, except for claims seeking emergency, provisional, or injunctive relief.
Failure to provide a compliant notice may be raised as a defense or basis to stay, dismiss, or defer any arbitration or court proceeding, to the extent permitted by law.
If you access or use the Website or Services on behalf of a company, organization, or other business entity, or if the dispute arises from a business account, company store, purchase order, invoice, credit application, client relationship, order, quote, procurement process, or other commercial relationship with Brilliant, then this subsection applies.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Website, the Services, any order, any account, any invoice, any company store, any credit application, or any commercial relationship with Brilliant will be resolved by confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitration will be conducted by a single arbitrator. The seat and venue of arbitration will be Wilmington, Delaware, unless the parties agree otherwise. The arbitrator will apply Delaware law, without regard to conflict-of-law principles, except to the extent another jurisdiction’s law provides non-waivable rights that apply notwithstanding the parties’ choice of law.
Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
If you are not a Brilliant client, purchaser, account holder, company-store administrator, or business user, but you visit the Website, receive a gift, interact with a Brilliant-hosted store, or otherwise interact with Brilliant in an individual capacity, then this subsection applies.
Any dispute, claim, or controversy arising out of or relating to your use of the Website, your receipt of a gift, your interaction with a Brilliant-hosted store, or Brilliant’s collection, use, disclosure, or processing of information in connection with the Website or Services will be resolved by binding arbitration administered by the American Arbitration Association under the Consumer Arbitration Rules, if those rules apply, or otherwise under the AAA rules determined by the AAA to be applicable.
The arbitration will be conducted on an individual basis. The arbitration may be conducted by documents-only submission, telephone, video conference, or other remote means, unless the arbitrator determines that an in-person hearing is required by applicable law or necessary under the circumstances.
If an in-person hearing is required for an individual non-client dispute, the hearing will take place in a location reasonably convenient for the individual claimant or as otherwise required by applicable law.
Brilliant will pay arbitration fees to the extent required by the AAA rules or applicable law.
Either party may bring an individual claim in small claims court if the claim qualifies.
For business or client disputes, small claims proceedings must be brought in a court of competent jurisdiction in Wilmington, Delaware, unless the parties agree otherwise.
For individual non-client disputes, small claims proceedings may be brought in the county where the individual resides, in Wilmington, Delaware, or in another court permitted by applicable law.
Notwithstanding the arbitration provisions above, either party may bring claims in court for:
For business and client disputes, any court proceeding permitted under this section must be brought in the state or federal courts located in Wilmington, Delaware, unless otherwise required by applicable law. Each party consents to the personal jurisdiction and venue of those courts.
To the fullest extent permitted by law, you and Brilliant agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, representative, or mass action.
No arbitration may be joined or consolidated with another arbitration except as expressly provided in the Mass Arbitration section below or unless all parties agree in writing.
The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that individual party’s claim.
If any portion of this class, collective, representative, consolidated, or mass action waiver is found unenforceable with respect to a particular claim or request for relief, then that claim or request for relief may proceed in court only after all arbitrable claims and requests for relief are resolved in arbitration, unless applicable law requires otherwise.
If 25 or more similar arbitration demands or notices are asserted against Brilliant by the same or coordinated counsel, or are otherwise coordinated, then the demands will be treated as “Coordinated Claims.”
For Coordinated Claims:
No Coordinated Claim may proceed in court or arbitration unless the claimant has complied with the informal notice and resolution process above, to the extent permitted by law.
Business and client arbitrations are confidential. The parties, arbitrator, and AAA may not disclose the existence, content, documents, testimony, or results of the arbitration except as necessary to conduct the arbitration, enforce or challenge an award, comply with law, seek court relief, satisfy legal, accounting, insurance, or regulatory obligations, or communicate with professional advisors.
For individual non-client disputes, confidentiality applies only to the extent permitted by applicable law and the applicable AAA rules.
Nothing in these Terms prevents any person from reporting to, communicating with, cooperating with, or filing a complaint with a governmental or regulatory authority.
These Terms and any dispute arising out of or relating to these Terms, the Website, the Services, or any relationship with Brilliant are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except to the extent another jurisdiction’s law provides non-waivable rights that apply notwithstanding the parties’ choice of law.
If any portion of this Dispute Resolution section is found invalid or unenforceable, that portion will be severed to the minimum extent necessary, and the remaining portions will remain in full force and effect.
Notice. All notices required or permitted to be given under these Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Brilliant, you must use the following e-mail address: [email protected]. If Brilliant provides notice to you, Brilliant will use the contact information provided by you to Brilliant. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.
Termination. Either party may terminate this Agreement at any time for any reason by providing 30 days written notice to the other party. Termination will not impact Brilliant’s obligation to fulfill, nor Client’s obligation to pay for, Orders or Platform Services that have already been approved.
Force Majeure. Brilliant will not be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine or shelter-in-place mandate, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.
Assignment. These Terms will be binding upon each party hereto and its successors and permitted assigns.
Contractor relationship. Client and Brilliant are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms.
Waiver. No failure by either party to enforce or require strict performance in any situation under these Terms shall constitute a waiver of the obligations or rights provided in these Terms.
Severability. If any part of these Terms is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these Terms will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause/sub-clause as is permitted by law.
These Terms constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and Brilliant with respect to the Services. Upon acceptance of an Order Form, estimate, or proposal governed by these Terms, these Terms shall supersede and replace any prior confidentiality or non-disclosure agreement between the parties solely with respect to Confidential Information disclosed in connection with the Services. Any waiver of any provision of these Terms will be effective only if in writing.