The Brand Bazaar
Online Terms And Conditions
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1. OVERVIEW AND ACCEPTANCE
1.1 These Terms are between Renegade Creative Pty Ltd t/as The Brand Bazaar (ACN 619 292 750), its successors and assignees (referred to as “we” and “us”) and you, the person, organisation or entity that submits a Payment Form on the Site (referred to as “you”), each a “Party” and collectively the “Parties”. These Terms apply to all Services provided by us to you. These Terms are also available on our Site.
1.2 These Terms form the agreement under which we will supply Services to you. Please read these Terms carefully.
1.3 The cost of each design is listed on its sale page and in the final invoice. By submitting a Payment Form, you agree to pay the full amount, indicate that you have had sufficient opportunity to read these Terms and contact us if needed, agree that you accept and will comply with these Terms, and agree that you are 18 years or older or have the consent of your legal guardian.
2. SERVICES AND CUSTOMISATION
2.1 To use our Services you must purchase a design (using the Payment Form on the relevant page of the Site).
2.2 We encourage you to review the adaption examples provided for the nominated Design (illustration of how the Design adapts to different business names) before submitting a Payment Form.
2.3 We will endeavour to make personalised contact with you within 3 business days of your Payment Form submission. You agree to respond to each email we send you within 48 hours, with clear and final direction, to ensure that we can complete the Services efficiently. If you do not respond accordingly, all timelines will become invalid. If you fail to respond completely for 7 business days, we reserve the right to terminate these Terms, at which point you will not be eligible for our Services, or a refund.
2.4 For us to complete the Services at the advertised sale price, your business name must fit into the nominated Design without the need for major changes, modifications or adaptations to the Design template.
2.5 If major changes, modifications or adaptations are required in order for your business name to fit into the nominated Design, (i) we will decide if we can offer these modifications and will let you know the additional costs and (ii) you can choose to continue or to terminate the project.
2.6 Once you complete the Payment Form, we will make available to you colour palettes and font pairings. You must nominate a colour palette and font pairing and notify us of your selection within 48 hours. If you do not notify us of your selection within this period, we reserve the right to nominate a colour palette and font pairing on your behalf and to finalise the Design.
2.7 We endeavour to have the final Design to you within 10 Business days of you processing a Payment Form, subject to your adherence to the timeframes set out in these Terms.
2.8 Additional customisation Services are available at our sole discretion. Your request for customisations must be made upfront, using the Payment Form. If we accept your request for modifications, we will advise you of the additional fee for these modifications, and invoice you the additional amount prior to performing the customisation Services.
2.9 We agree to perform our services with due care and skill. We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.
3. SITE ACCESS
3.1 To access our Site and make full and proper use of our Services, you may need to apply for an access password. If the Site is password protected, we will inform you of this fact and will advise how you may apply for an access password.
4.1 Each purchase from The Brand Bazaar includes:
(a) the rights to use the design you have purchased (See ‘License for Deliverables’ below);
(b) the custom-fitting of the design to your business name;
(c) the provision of your logo design in a range of file formats;
(d) a file format survival guide to help you understand & use the various file formats;
(e) access to a range of colours palettes and font pairings for you to choose from; and
(f) a Brand Style Guide which combines your brand assets into a neat little guide.
4.2 The final form of Design and any associated Materials will be will be delivered to you via our Dropbox facility. The deliverables will not include any layered or working files, though you will receive your logo in various file formats including a vector.
4.3 The final form of Design and associated Materials will be available for download from the Dropbox facility for a period of 14 days. We strongly encourage you to download, save and backup the Design and Materials in a safe location.
4.4 We are not responsible for any loss of data, including loss of Design and Materials, that you experience because you have failed to access the Dropbox within the timeframe set out in this clause or have otherwise failed to download, save or backup the Design and Materials in a safe location. To the fullest extent permitted by law, we exclude all liability in this regard.
4.5 For the avoidance of doubt, we will not retain copies of your Designs or any Materials we make available to you after the expiry of the timeframe set out in this clause.
5. LICENSE FOR DELIVERABLES
5.1 Upon full payment of our Fees, we grant you a perpetual, exclusive, irrevocable, worldwide and transferable licence to use the Design, and any Materials we supply or make available to you, for your business purposes.
5.2 The final form of Design is licenced to you. Unless otherwise agreed by the Parties in writing, you will not obtain the sole and exclusive right to the individual components of the design, including the font, colours, and/or other components which form part of the Design. These individual components remain our Intellectual Property, or that of the creator if we have licensed these elements for use in the Design. Draft copies of Designs and Materials remain our Intellectual Property and we do not licence these to you.
5.3 You must not breach our Intellectual Property rights by, including but not limited to:
(a) altering or modifying the final form of Design or any Materials we supply or make available to you; or
(b) using our Materials for commercial purposes such as on-sale to third parties.
5.4 This clause will survive the termination of these Terms.
6. FEES, INVOICING AND PAYMENT
6.1 You agree to pay us the Fees for the Services, using the Payment Form, as set out on the Site. All amounts are stated in Australian dollars.
6.2 Fees must be paid in advance, by processing the Payment Form on the Site.
6.3 Our pricing structure, payment methods and these Terms may be amended from time to time at our discretion, the changes will apply to you for Services provided to you after the date of the change and in any event no earlier than the date that the amended or new Terms are provided to you. After a pricing change, you have the choice to continue using our Services or to cease using our Services without penalty.
7. YOUR OBLIGATIONS AND WARRANTIES
7.1 You warrant that throughout the term of these Terms that:
(a) there are no legal restrictions preventing you from agreeing to these Terms;
(b) you will cooperate with us, and provide us with information and instructions that are reasonably necessary to enable us to perform the Services as requested by us from time to time, and will comply with these requests in a timely manner;
(c) you will not submit a Payment Form unless you have a genuine intention to engage with our services efficiently, allowing us to complete the nominated Design;
(d) the information you provide to us is true, correct and complete;
(e) you have the legal right to use your business name and will not infringe any third party rights in working with us and receiving the Services;
(f) you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
(g) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;
(h) you consent to the use of your business name in the final form of Design you have purchased in relation to the Services;
(i) you will not use the Design in a manner which may bring us, our Site or Services into disrepute or in a manner that is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;
(j) if applicable, you hold a valid ABN which has been advised to us; and
(k) if applicable, you are registered for GST purposes.
8. OUR INTELLECTUAL PROPERTY
8.1 We own the Intellectual Property rights in the Design and Materials including but not limited to copyright which subsists in all creative and literary works incorporated into our Design and Materials.
8.2 We have the right to publish and communicate the Deliverables as part of our portfolio, social media and promotional materials.
9. CONFIDENTIAL INFORMATION
9.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose.
9.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality services to you and not for any other purpose.
9.3 These obligations do not apply to Confidential Information that:
(a) is authorised to be disclosed;
(b) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms;
(c) is received from a third party, except where there has been a breach of confidence; or
(d) must be disclosed by law or by a regulatory authority including under subpoena.
9.4 This clause will survive the termination of these Terms.
10. FEEDBACK AND DISPUTE RESOLUTION
10.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
10.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
(a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to speak in good faith to seek to resolve the dispute by agreement between them via an initial conversation.
(b) If the Parties cannot agree how to resolve the dispute via that initial conversation, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
10.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
11. TERM AND TERMINATION
11.1 These Terms will commence on the date they are accepted by you and will end on the day we deliver the final form of Design to you, unless terminated earlier in accordance with this clause.
11.2 Either Party may terminate these Terms if there has been a material breach of these Terms, subject to following the dispute resolution procedure.
11.3 We may terminate these Terms immediately, at our sole discretion, if:
(a) you commit a non-remediable breach of these Terms;
(b) you commit a remediable breach of these Terms and do not remedy the breach within 10 days after receiving notice of the breach;
(c) we consider that a request for the Services is inappropriate, improper or unlawful;
(d) you fail to provide us with clear or timely information or instructions to enable us to provide the Services;
(e) we consider that our working relationship has broken down including a loss of confidence and trust;
(f) for any other reason outside our control which has the effect of compromising our ability to perform the Services within the required timeframe; or
(g) your payment for the Services bounces, is overdue or incomplete.
11.4 Payments made are not refundable to you, and you are to pay for all Services provided prior to termination, including any Services which have been performed and have not yet been invoiced to you, unless we have committed a breach of these Terms and/or Australian Consumer Law consumer guarantees apply.
11.5 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
11.6 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
12. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
12.1 Guarantee: We guarantee that the Services we supply to you are rendered with due care and skill, fit for the purpose that we advertise, or that you have told us you are acquiring the Services for, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time.
12.2 Australian Consumer Law: Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for the Services is governed solely by the ACL and these Terms. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.
12.3 Disclaimers: Though it is certainly our goal, we cannot guarantee that the deliverables will bring a desired result or outcome for your business. We do not and cannot guarantee that in purchasing and making use of a Design that you will obtain a particular result and/or outcome including, but not limited to, increased; brand awareness, customer acquisitions or revenue. We cannot guarantee that our Designs are not identical or deceptively similar to third party trade marks (whether registered or unregistered). You are solely responsible for determining the suitability of using our Services and any Design we supply as a part of the Services and further agree to indemnify and hold us harmless against any harm, loss or damage that you or a third party suffer as a result of a Design infringing a third party’s intellectual property or other rights.
12.4 Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in the period set out in these Terms where it is affected by your delay in response, or supply of incomplete or incorrect information.
12.5 Warranties: Except for your Statutory Rights, we exclude all express and implied warranties representations and guarantees and all material and work is provided to you without warranties, representations and guarantees of any kind, either express or implied. We expressly exclude all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose.
12.6 Availability: To the extent permitted by law, we exclude all liability for the Services being unavailable, and any Claims (whether direct, indirect, incidental, special, consequential and/or incidental) for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with your inability to access or use the Services or the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
12.7 Limitation: To the extent permitted by law, our total liability arising out of or in connection with the Services, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to a re-supplying of the Services, or, at our option, a refund of the amount you have paid us for the Services to which your claim relates. Our total liability to you for all damages in connection with the Services will not exceed the price paid by you under these Terms for the 12 month period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made.
12.8 This clause will survive the termination of these Terms.
13.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) your breach of these Terms;
(c) any misuse of the Services by you, your employees, contractors or agents; and
(d) your breach of any law or third party rights.
13.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
13.3 This clause will survive the termination of these Terms.
14.1 Good faith: The Parties must at all times act toward each other with good faith.
14.2 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
14.3 Publicity: You consent to us advertising or publicly announcing that we provided Services to you, including but not limited to mentioning you and depicting your Design on our Site and in our promotional material.
14.4 Dropbox and Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
14.5 GST: If and when applicable, GST payable on the Fee for the Services will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fee.
14.6 Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.
14.7 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
14.8 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
14.9 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.
14.10 Notices: Any notice required or permitted to be given by either Party to the other under these Terms will be in writing addressed to the relevant address supplied by the Party. Any notice may be sent by standard post or email, and notices will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
14.11 Jurisdiction & Applicable Law: These terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.
14.12 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between the Parties and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
15.1 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales, Australia.
15.2 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a Party to this Agreement or otherwise.
15.3 Confidential Information includes confidential information about you, your credit card or payment details, any access password we provide or make available to you, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as “confidential”.
15.4 Design means the logo, creative asset or brand asset which we create for you or make available to you as a part of the Services.
15.5 Fees means the Fees for the Services as set out on the Site.
15.6 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
15.7 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information.
15.8 Invoice means our invoice(s) to you.
15.9 Materials means work, materials and guides that we provide to you in carrying out the Services, excluding any Design(s)
15.10 Payment Method means PayPal, Stripe or such other payment method advised by us.
15.11 Payment Form means the form you fill in and submit to us via the Site to process payment for the Design you wish to purchase.
15.12 Services means our customised branding design service as set out on the Site.
15.13 Site means our website at www.thebrandbazaar.com or www.thebrandbazaar.com.au.
15.14 Terms means these terms and conditions.
Renegade Creative Pty Ltd t/as The Brand Bazaar (ACN 619 292 750)
dani [at] thebrandbazaar [dot] com
Last update: 30 April 2022
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