Buyer Terms and Conditions

These terms and conditions govern your use of the BuyDesign Platform, and your purchase and licensing of product designs through it. By accepting these terms and conditions, you agree to enter a contract with BuyDesign Management Ltd of Flat 2, 9 Palace Gate, London, England, W8 5LS, (“BuyDesign) as set out below.

1. DEFINITIONS

“Design” means a design for a product, logo, artwork, or pattern created by a Designer and submitted to us for inclusion on the Platform.

“Designer” means a person who has submitted Designs for inclusion on the Platform.

“Intellectual Property Rights” means all copyright, patents, database rights, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights in confidential information and other intellectual and industrial property rights in all parts of the world.

“Platform” means the website operated and made available by BuyDesign through which Designs can be offered for sale by Designers and purchased or licensed by Purchasers.

“Purchaser” means you.

We do not guarantee that your request to create an account with BuyDesign will be approved. We review all applications carefully, and we may reject or approve any request at our sole discretion.

2. ACCESSING DESIGNS THROUGH THE PLATFORM

2.1. We will provide you with access to the Platform, through which you can browse a curated selection of Designs from Designers with whom BuyDesign has chosen to collaborate, or brief certain Designers to propose potential Designs to you.

2.2.
If you publish a brief or open call on the Platform for a specific project, you under take that such brief or open call will be exclusive to BuyDesign, and that you will not seek to have that brief fulfilled through any other channel.

2.3. We reserve the right to remove a Design from the Platform at any time at our sole discretion, for reasons including sale of the Design to a third party, or notification of a claim of infringement of third-party Intellectual Property Rights.

2.4. Certain Designs available on the Platform may also benefit from registered design protection. We will endeavour to provide notification of that wherever applicable.

2.5. You acknowledge and agree that these terms and conditions only govern your use of the Platform. Any agreement with a Designer regarding purchase or use of any of their Designs shall be subject to a separate agreement between you and the Designer. We shall provide functionality for you to upload to the Platform your preferred forms of agreement for your use of Designs. You remain solely responsible for any such agreement(s) and acknowledge that BuyDesign shall have no liability for any act or omission in relation to your agreement with any Designer.

2.6. Any agreement you enter in to with a Designer shall include a provision for any payments owed to the Designer to be made through BuyDesign acting as their agent. You acknowledge and agree that any agreement you enter into with a Designer in relation to any Design must be concluded through the Platform, and that we shall be permitted to retain a copy for our records. You accept that BuyDesign shall have no liability in relation to any issues arising with the validity of the Design or use of the Design being subject to third party Intellectual Property Rights. You agree not to involve BuyDesign in any disputes that may arise between you and any Designer to whom you are introduced through the Platform.

2.7. In respect of any Designs which are purchased by you through the Platform on a one-off payment basis, you shall pay BuyDesign a commission equivalent to of 15% of the one-off amount payable to the Designer. You agree that you shall pay the commission to us at the same time as the one-off amount payable to the Designer, and we shall remit the one-off amount to the Designer.

2.8. In respect of any Designs which are licensed to you from a Designer through the Platform on an ongoing royalty basis, we shall take payment from the Designer for our commission. You shall provide us with a report on a periodic basis (being calendar quarterly unless otherwise agreed between you and the Designer in the relevant contract) of royalties payable for the preceding royalty period for any Designs you license from a Designer. We will invoice you the royalty payable, and such invoice must be paid within 30 days. Upon receipt of full cleared payment from you, we will notify the Designer of such receipt, and then pay the Designer the applicable royalty (less our commission) within 30 days of receipt of their invoice.

2.9. If you brief or commission a Designer to create new designs or any variants of a Design or any new design which have a substantially similar design aesthetic to, or could reasonably form part of the same collection as, a Design, you agree to do so on the Platform, including the entering into of any purchase or license agreement.

2.1.0. We may require payment for access to the Platform based on the number of users or level of functionality. You agree that your subscription will automatically renew each month or year (as applicable). You will be charged monthly or annually in advance to the same payment method previously provided to us. If you wish to cancel or downgrade your subscription, you can do so at any time by contacting us and we will endeavour to make the requested changes as soon as possible. You must notify us in writing and/or update your account at least 2 business days prior to the next billing day. If you cancel your subscription less than 2 business days prior to the next billing day, you will be charged the fee on the next billing day and your cancellation of the subscription will be effective for the following month or year (as applicable).

2.1.1. All amounts payable to us are exclusive of VAT and other applicable taxes unless otherwise specified, which you are required to pay in addition. We reserve the right to amend our prices and amend or with draw any special offers at any time without notice. All sums received by BuyDesign for use of the Platform and by way of commission are non -cancellable and non-refundable in any circumstances.

3. CONTACT WITH DESIGNERS

3.1. You acknowledge and agree that, without the prior written consent of BuyDesign, all commercial transactions in relation to (a) the sale or license of any Designs that have been uploaded to the Platform or (b) in relation to a request for product design services published on the Platform by you or (c) any other commissioning of product design work by you from a Designer that you have been introduced to through the Platform, must be conducted through the Platform.

3.2. If a Designer contacts you directly as a result of a connection through the Platform to engage you with product design work other than in relation to Designs that they have uploaded to the Platform or product design briefs or open calls that you created on the Platform, you shall ensure that such engagement is exclusively conducted through the Platform.

3.3. If you act in breach of this section 3, you acknowledge that BuyDesign may suffer financial and other losses, and you hereby indemnify BuyDesign in relation to any such losses . We reserve the right to immediately terminate your BuyDesign account in these circumstances

3.4. This section 3 shall survive termination or expiry of these terms and conditions.

3.5. This section 3 shall not apply to relationships between you and any Designer with whom you have a relationship that pre-dates your relationship with us and which can be demonstrated by way of documented evidence of such prior collaboration.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. These terms and conditions do not constitute an assignment or license of any Intellectual Property Rights in any Design.

4.2. You acknowledge that BuyDesign acts as an agent for the sale and purchase of Designs, and BuyDesign does not own or license to you any Intellectual Property Rights in any Design at any time. You are solely responsible for agreeing the terms of any purchase or license of any Design with the Designer. Any and all claims arising from the ownership and use of any Design subsequent to the purchase of that Product Design shall be directed solely to the relevant Designer.

4.3. You acknowledge and agree that we may, at our sole discretion, share information regarding the browsing activity of your users of the Platform with other users in relation to protection and enforcement of Intellectual Property Rights and any contract entered into through the Platform. This clause 4.3 does not authorize BuyDesign to share any part of any agreement entered into through the Platform with anyone other than a party to such agreement. Such agreements remain confidential to the parties and BuyDesign.

5. WARRANTIES

5.1. You warrant to us that you are legally capable of entering into binding contracts, and you have full authority, power and capacity to agree to these terms and conditions on behalf of the organization that you represent.

5.2. You warrant and under take that you shall not upload to the Platform any content owned by any third party in respect of which you do not have sufficient permissions to share such content with us.

5.3. These terms and conditions set out the full extent of our obligations and liabilities in respect of the Designs available on the Platform. To the maximum extent permitted by applicable law, all conditions, warranties or other terms concerning the Designs which might otherwise be implied into a contract with a business customer are expressly excluded.

5.4. Nothing in these terms and conditions will (a)limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c) limit any liability of a party in any way that is not permitted under applicable law; or (d) exclude any liability of a party that may not be excluded under applicable law.

5.5. We will not be liable to you in respect of any damages, business losses, loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill, or otherwise in relation to any Design in any way.

5.6. We will not be liable to you in respect of any loss or corruption of any data, database or software.

5.7. We will not be liable to you in respect of any special, in director consequential loss or damage.

5.8. Our liability to you shall be limited to the subscription fees and commission which you have paid to us in the 12 months preceding the date of any liability arising.

5.9. You hereby indemnify us and under take to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under these terms and conditions.

6. TERMINATION

6.1. These terms and conditions may be terminated immediately by either party for failure of the other party to comply with any material term of these terms and conditions, unless the failure to comply has been remedied within 30 days of notification of such failure.

6.2 We may terminate these terms and conditions if:

6.2.1. you cease to trade;

6.2.2. you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;

6.2.3.a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;

6.2.4.the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or

6.2.5.any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.

6.3. Up on termination of these terms and conditions for any reason and unless specified otherwise herein, all rights and licences granted pursuant to this terms and conditions shall cease, save that BuyDesign shall continue to act as the Designer’s agent for receipt of any sums due under these terms and conditions in relation to any agreement entered into with a Designer prior to the date of termination.

7. OTHER PROVISIONS

7.1. We are entitled to amend or vary these terms and conditions from time to time at our sole discretion. We will notify you of any change which materially affects your rights and obligations.

7.2. We are entitled to assign or license all of the rights granted to us under these terms and conditions to any third party. You shall not be entitled to assign or sublicense your rights under these terms and conditions.

7.3. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part – provision shall be deemed deleted. Any modification to or deletion of a provision or part – provision under this section shall not affect the validity and enforceability of the rest of these terms and conditions.

7.4. These terms and conditions and the documents referred to in them constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

7.5. These terms and conditions shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England in relation to any disputes arising under them.