1. ABOUT US
1.1 Brandpa Limited, (“we” and “us”), a company registered in England and Wales with company number 08822478 with its registered office at Sadler Bridge Studios, Bold Lane, Derby, Derbyshire, DE1 3NT, England. Our VAT number is 177640777. We operate the website brandpa.com (“Website”).
2. OUR CONTRACT WITH YOU
2.1 These terms and conditions (“Designer Terms”) and our Terms of Use apply when you design logos for us which are then sold to Buyers via our Website. To become a Designer you need to register and set up an account on the Website. You agree to design and transfer ownership in logos you design using the Brandpa marketplace to us, subject to the Designer Terms and Terms of Use (together the “Agreement”).
2.2 The terms of the Agreement apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 The Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
3. DESIGNER LEVEL
3.1 Upon becoming a Designer we will assign you a design level in accordance with the Brandpa Designer Levels. The level allocated determines how may logos you may design.
3.2 Most Designers will start off as “Bronze”. As we rate more of your work, you can level up to unlock more logo capacity.
4. DESIGN OF LOGOS
3.1 Please follow the onscreen prompts in order to design logos for use by us when selling domain names to Sellers (“Logos”) via the Website.
3.2 You must design Logos in accordance with the Brandpa Guidelines for Design Logos.
3.3 We allow some Designer and Sellers to work together on designing Logos for use with the Seller’s domains names. Both parties must comply with the Brandpa Rules for Design Projects when they work together on Logos or they will be barred from using the Brandpa marketplace and Website.
4. USE OF THE WEBSITE
4.1 Any descriptions or illustrations on our Website are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Agreement or have any contractual force.
4.2 We reserve the right to amend the Logos used on the Website if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Logos.
5. YOUR OBLIGATIONS
5.1 It is your responsibility to ensure that: (a) the Logos are complete and accurate; (b) you co-operate with us in all matters relating to the Logos; (c) you provide us with such information and materials we may reasonably require in order to supply the Logos to Buyers or Sellers, and ensure that such information is complete and accurate in all material respects; (d) you obtain and maintain all necessary licences, permissions and consents which may be required for using the Logos before the date on which the Logos are to be made available on the Website; and (e) you comply with all applicable laws.
5.2 If our ability to make the Logos available on the Website is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (“Your Default”): (a) we will be entitled to suspend your further provision of any Logos on the Website until you remedy Your Default, in each case to the extent Your Default prevents or delays use of the Logos. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 11; (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide Logos in such circumstances; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
5.3 You agree to keep your email address up-to-date, so that you can be contacted in relation to Logos. You can update these details yourself, inside the settings area of your account. If your email address becomes unavailable, or we do not receive a timely response in relation to a Logo, we reserve the right to disable your account and remove your Logos from the Website.
6. FEES & PAYMENT
6.1 Unless otherwise agreed, we shall pay you a flat rate of $5 USD per Logo, upon completion of each Logo.
6.2 All payments are made to you via PayPal within 30 days of completion of the Logo.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All intellectual property rights in or arising out of or in connection with use of the Website and the Brandpa marketplace will be owned by us.
7.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence during the term of the Agreement to use the Brandpa market place via our Website for the purpose of providing Logos via the Brandpa marketplace. You may not sub-license, assign or otherwise transfer the rights granted in this clause.
7.3 You agree to grant us a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free, licence to copy and modify any materials provided by you to us for the term of the Agreement for the purpose of providing the Logos to Buyers or Sellers.
7.4 When you list the design of a Logo for sale on the Website you must be the legal owner of that Logo. Before we list a Logo for sale, you are responsible and liable for conducting the necessary research to ensure that the Logo you have designed does not infringe upon the intellectual property rights of any third party. If a Logo is found to potentially conflict with an existing trademark or logo, that Logo may be removed from the Brandpa marketplace and Website until legal clarification has been obtained. We reserve the right to remove any Logos from our database and the Brandpa marketplace which may infringe or violate the proprietary rights of any third party.
7.5 The copyright for all Logos offered for sale via the Website is owned by you until the design is approved and final assets are provided by you. At that point, the copyright for the approved design is transferred to us. You cannot use or resell designs (nor they can you use the approved Logos in personal portfolios). When a domain name is purchased via the Brandpa marketplace by a Buyer, the copyright for the Logo is transferred from us to the domain’s new owner. Logos developed in the Brandpa marketplace cannot be used on other online or offline marketplaces or websites unless the domain name was sold via the Website.
8. PERSONAL DATA
8.1 We will use any personal data you provide to us to: (a) facilitate design of a Logo for a Seller; (b) process payments of fees for the Logo to you; and (c) inform you about similar products or services that we provide.
8.2 Further details of how we will process personal data, when acting as a data controller are set out in our Privacy Policy.
9. LIMITATION OF LIABILITY
9.1 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.
9.3 Subject to clauses 9.1 and 9.2, our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total fees paid to you for the affected Logos under the Agreement.
9.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
9.5 Nothing in these Designer Terms limits or affects the exclusions and limitations set out in our Terms of Use.
10. CONFIDENTIALITY
10.1 We each undertake that we shall not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.
10.2 We each may disclose the other’s confidential information: (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Agreement.
11. TERMINATION
11.1 Without limiting any of our other rights, we may suspend your use of the Website or Brandpa marketplace, or terminate the Agreement with immediate effect by giving written notice to you if: (a) you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so; (b) you fail to pay any amount due under the Agreement on the due date for payment; (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction]; (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
11.2 Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.
11.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12. FORCE MAJEURE
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (“Force Majeure”).
12.2 If a Force Majeure takes place that affects the performance of our obligations under the Agreement: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure.
13. COMMUNICATIONS BETWEEN US
13.1 When we refer to “in writing” in these terms this includes email.
13.2 Any notice or other communication given under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
13.3 A notice or other communication is deemed to have been received: (a) if delivered personally, on signature of a delivery receipt; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or (c) if sent by email, at 9.00 am the next working day after transmission.
13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
13.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
14. GENERAL
14.1 We may assign or transfer our rights and obligations under the Agreement to another entity but will always notify you in writing or by posting on this webpage if this happens. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
14.2 We may make changes to these Designer Terms after giving you 30 days notice via email. All changes shall be deemed to have been accepted by you and shall be effective on expiry of the 30 day notice period, unless you terminate the Agreement prior to the expiry of such 30 day notice period.
14.3 If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
14.4 Each paragraph of these Designer Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
14.5 The Agreement is between you and us. No other person has any rights to enforce any of its terms.
14.6 The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.