TERMS AND CONDITIONS
These terms establish an agreement with you, and you agree to be bound by these terms and conditions upon the earlier of: (a) visiting this website; (b) clicking/ticking the “accept” or “agree” selector/box; (c) interacting/communicating with us ( Brandaboard ) by mail/email, phone, fax, or by/in any other ways/forms; (d) ordering, paying for, receiving or using any products or services that we market/display through this website/platform.
Service Agreement
In case of any possible conflict between these Terms and Conditions and any statement of work, master service agreement or any other agreement concluded with Brandaboard, (Terms and Conditions), this Service Agreement shall prevail.
1. Introduction and Adjustments
1.1 We. This website is the property of Brandaboard, owned and managed by Brandaboard (“our,” “us,” “we” or ‘’ supplier ‘’). These Terms of Use (“Terms and Conditions”) apply to this website, our other Information Channels (defined below), and the transactions related to our products and services.
1.2 Modification of Terms
These Terms and Conditions, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such additions, modifications, or deletions (Adjustments) will be effective immediately upon posting. Your use of the website shall after such posting should constitute your acceptance of such Adjustments/Modifications.
1.3 Minimum Age Requirement
All users of the Information Channels must be at least 13 years old. If any user is between 13 years and the Adult Age (defined below), the user’s parent or legal guardian (“Parent”) must review and agree to these Terms before the non-adult user accesses the Information Channels. In these Terms, “Adult Age” will mean the age of majority, which is 18 years of age or older according to applicable law in the user’s state or jurisdiction.
1.4. You. These Terms are binding on: (a) the person who visits, accesses, or uses any of our Information Channels, products, or services; (b) the official/legal entity/company who visits, accesses, or uses any of our Information Channels, products, or services; (c) the person’s Parent if the person is under the Adult Age. In these Terms, the terms “you,” “your,” ‘’customer/s’’ or ‘’client’’ will mean such company/entity, adult person or minor person represented legally and officially by an adult person, or legal entity.
2. Intellectual Property Rights
1.1 Brandaboard owns all of the trademarks, service marks, marks, domain names, logos, slogans, symbols, designs, trade dress, works of authorship, software, graphical user interfaces, content, text, images, photos, audio recordings, videos, data, information, resources, and intellectual property displayed by or accessible within the Information Channels (collectively, “Intellectual Property Rights”). The Intellectual Property is protected by UK’s and international copyright laws and other intellectual property laws. You will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market, or commercialize any Intellectual Property in any form without our prior written consent. We reserve all rights in and to the Intellectual Property. Your violation of any of the restrictions in this Section may subject you to penalties and liabilities under copyrights laws, trademark laws, intellectual property laws, and civil and criminal statutes.
The Supplier of Services/Products (Brandaboard) owns all Intellectual Property Rights in connection with all provided Services/Products including but not limited to the proofs and the working files, other than the provided images/files by the Client which shall belong to the Client.
2.1 The Client represents and warrants that it owns all Intellectual Property Rights in relation to the Images and grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to store, copy, use, amend, adapt, process, print, manipulate, edit and/or otherwise change any Images provided by the Client for the purposes of providing the Services to the Client and otherwise complying with these Terms and Conditions.
2.2 The Supplier owns all Intellectual Property Rights to the Deliverables, but only until the point at which full payment of Fees and expenses is received in accordance with these Terms and Conditions, at which point the Intellectual Property Rights to the Deliverables will pass to the Client.
2.3 Indemnity The Client hereby agrees to fully indemnify and keep the Supplier indemnified against any and all claims, demands, damage, loss, payments, liability and expenses (including legal fees) or whatsoever nature and howsoever arising as a result of any breach by the Client of these Terms and Conditions including without limitation any misrepresentation, failure, negligence and/or breach.
2.4 Where set out in an Order, the Client shall ensure that any use of the Deliverables (whether by the Client or a Client licensee) shall contain a credit materially in the form “Post-production by Brandaboard” in respect of each and every use of the Deliverables, including without limitation re-runs and whether such use is commercial or otherwise.
2.5 The Client grants to the Supplier (Brandaboard) a non-exclusive, royalty-free, non-transferable licence to use the Deliverables on its website to showcase their portfolio.
3. Data Protection
3.1 The Supplier (Brandaboard) will collect personal data in accordance with its Privacy Policy available on our website.
3.2 The Supplier (Brandaboard) shall take all reasonable precautions to protect the client’s data. In the event of a cyber-attack, the Supplier shall not be held responsible for the loss of Images, Proofs or Deliverables or any resulting possible delays in the provision of Services.
4. Idea Submission
4.1 If you have any intellectual property (including concepts, ideas, inventions, works of authorship, information, suggestions, and proposed product improvements) that you would like to present to us, you will not submit such intellectual property to us unless we have first signed a written agreement with you regarding the disclosure of such intellectual property to us. If you disclose any such intellectual property to us absent such written agreement, we will have a perpetual, irrevocable, worldwide, transferrable, sublicensable, royalty-free, paid-up, non-exclusive license to use, reproduce, distribute, perform, display, create derivatives of, modify, make, use, monetize, market, sell, offer for sale, import, export and commercialize such intellectual property. Such license will automatically become effective when you make such disclosure to us absent such written agreement.
4.2 If we (Brandaboard) reveal/present/propose to you any concepts, ideas, inventions, works of authorship, information, suggestions, and proposed product improvements, then you should not proceed to registering as a trademark any of the provided information, unless a written legal and official agreement between you and Brandaboard is made. This clause might have/be an exception only in case of certain conditions outlined by Brandaboard.
5. Confidentiality
5.1 The Client may be required to sign a Non-Disclosure Agreement prior to receiving the Services, in such form, as may be reasonably specified by the Supplier.
6. Supply Of Services
In supplying the Services, the Supplier shall:
6.1 Use reasonable endeavours to provide the Services in accordance with the Order in all respects.
6.2 Perform the Services with reasonable care and skill; and ensure that the Deliverables are of satisfactory quality and are fit for purpose.
6.3 Notify the client about possible extra fees. Any Additional Services that the Client requires from the Supplier will be subject to the Supplier’s further written agreement and will be provided at the Supplier’s rate or amount as set notified to the Client by the Supplier from time to time. The Supplier reserves the right not to undertake any such Additional Services until the Fee for the Services set out in the Order has been paid in full.
6.4 Announce the client of any possible delays. The delivery time usually has no exact established period, but only approximate delivery dates, agreed prior to ordering.
7. Client’s Obligations
The Client shall:
7.1 Ensure that the terms of the Order are complete and accurate.
7.2 Co-operate with the Supplier in all matters relating to the Services.
7.3 Provide the Supplier, its agents, subcontractors, consultants and employees, with all the required information set out in the agreement order.
7.4 Ensure that any Advance and Fees are paid in accordance with these Terms and Conditions.
7.5 If the Supplier's performance of any of its obligations under an Order and/or these Terms and Conditions is prevented or delayed by any unforeseen delay or any act, omission, or failure of the Client, its agents, consultants or employees, the Supplier shall:
(a) have the right to suspend the performance of the Services;
(b) not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
8. Fees & Expenses
In consideration for the supply of the Services, the Client shall pay the Supplier the Fees in accordance with this clause:
8.1 Unless otherwise stated by the Client, the Fees for the Services shall be calculated on a per-service basis combined with the Supplier’s assessment of the Client’s requirements as set out in the Order. The Supplier reserves the right to review the Fees at any time prior to confirmation of an Order.
8.2 Where applicable, the Supplier reserves the right to require 50% of the Fees as an advance payment to be paid prior to commencement of the services (Advance). The advance payment shall be non-refundable unless the Order is cancelled by the Supplier without cause.
8.3 If the Order is cancelled by the Client before the delivery of the order, the Supplier shall be entitled to invoice the Client for all the Fees and expenses with any reduction being entirely at the discretion of the Supplier.
8.4 If the Order is cancelled by the Client before the delivery of the order, the Supplier shall be entitled to either (a) retain the Advance, or (b) where no Advance has been paid, invoice the Client for an administration fee of 50% of the total Fee, which shall be payable on receipt of the invoice.
8.5 The Supplier reserves the right to charge the Client for any expenses reasonably incurred by the Supplier for the performance of the Services. The Supplier shall use reasonable endeavours to notify the Client of any expenses beforehand.
8.6 If the Client requires any Additional Services, the Supplier reserves the right to amend the Fees payable.
8.7 The Supplier shall invoice the Client on final acceptance (or deemed acceptance) of the Proofs for all remaining Fees and any expenses.
8.8 The Client shall pay each invoice submitted by the Supplier:
8.8.1within 30 days of the date of the invoice, unless the Client and the Supplier have agreed to shorter payment terms in the Order; and
8.8.2 in full and in cleared funds to a bank account nominated in writing by the Supplier.
8.9 Time for payment shall be of the essence of these Terms and Conditions.
8.10 All Fees and expenses payable by the Client include amounts in respect of value-added tax (VAT).
8.11 If the Client fails to make a payment due to the Supplier under an Order by the due date for payment, then:
8.11.1 the Supplier reserves the right to charge interest on the overdue amount at the rate of 4% above the Bank of England's base rate from time to time, but at 4% when the base rate is below 0%. Such interest shall accrue daily from the due date until the actual payment of the overdue amount. The Client shall pay the interest together with the overdue amount; and
8.11.2 the Supplier may suspend all Services until payment has been made in full.
8.11.3 Each Order is non-cancellable. The Supplier shall be entitled to invoice the Client for all Fees and expenses with any reduction being entirely at the discretion of the Supplier.
8.12 All amounts due under an Order shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Termination
9.1 Without affecting any other right or remedy available to it, either party may terminate an Order with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of these Terms and Conditions and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to a court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 its assets or ceases to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under these Terms and Conditions has been placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, the Supplier may terminate an Order with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under an Order on the due date for payment.
9.3 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services between the Client and the Supplier if:
(a) the Client fails to pay any amount due under an Order on the due date for payment;
(b) the Client becomes subject to any of the events listed in clause 9.1(b) or clause 9.11(c), or the Supplier reasonably believes that the Client is about to become subject to any of them.
10. Consequences Of Termination
10.1 On termination of an Order:
(a) the Client shall immediately pay to the Supplier all the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
(b) the Client shall not have the right to reuse Deliverables which haven’t been paid for.
10.2 Termination of an Order shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of an Order which existed at or before the date of termination.
10.3 Any provision of an Order that expressly or by implication is intended to come into or continue in force on or after the termination of an Order shall remain in entire force and effect.
11. Responsible Use and Conduct
11.1 By visiting the Information Channels and accessing the Intellectual Property, either directly or indirectly, you agree to use the Intellectual Property only for the purposes intended and as permitted by these Terms, any Additional Contracts with us, the terms of our Associates, and applicable laws, regulations and generally accepted online practices and industry guidelines.
11.2 To access the Intellectual Property, you may be required to provide certain information about yourself (such as your identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Intellectual Property. You agree that any information you provide will always be accurate, correct, and up to date.
11.3 Accessing, or attempting to access, any of the Intellectual Property by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access, or attempt to access, any of the Intellectual Property through any robotic, automated, hacking, unethical or unconventional means.
11.4 Engaging in any activity that disrupts or interferes with the Intellectual Property, including the servers or networks that store or manage the Intellectual Property, is strictly prohibited. Attempting to reverse engineer, decompile, modify, copy, duplicate, reproduce, publicly perform, publicly display, distribute, lease, sell, trade, resell or commercialize any of the Intellectual Property is strictly prohibited.
12. Assignment and other dealings
12.1 The Supplier may at any time assign, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions.
12.2 The Client shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms and Conditions without the prior written consent of the Supplier.
13. Entire Agreement
13.1 Each Order and these Terms and Conditions constitute the entire agreement between the parties and supersedes and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.2 Each party acknowledges that in entering these Terms and Conditions it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms and Conditions.
14. Waiver
14.1 A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15. Force majeure.
The Supplier shall not be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under an order if such delay or failure results due to a force majeure event.
16. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.
Important: Brandaboard reserves the right to modify these Terms and Conditions at any time. In case if you have questions, suggestions or anything else to say regarding these terms, feel free to contact Brandaboard team.