1. Information About Us
We are Buildabrand Ltd and we operate this website (“Site”). We are registered in England and Wales under company number 05451527, VAT registration number GB 985522878 and have our registered office at 8 Bridge Avenue, Maidenhead, Berkshire SL6 1RR. Our main trading address is at Buildabrand @TechHub Ground Floor, 76-80 City Road, London. EC1Y 2BJ.
2. Information About You
You warrant that you are at least 18 years old and are legally capable of entering into binding contracts.
3. Our Goods and Services
You can purchase a range of different goods and services through the Site. We divide these into two categories:
(a) Brand Licence – Based on the information you submit through the Site, our Site algorithm will, with your input, compile a logo and branding identity (consisting of a font and colour set) for you (“Brand”). We will offer you a licence to use the Brand on the terms set out in paragraph 4 (“Brand Licence”). If you purchase the Brand Licence, you may download an electronic copy of the Brand from the Site and may use it in accordance with the licence terms set out in paragraph 4. We will also send an electronic copy of the Brand to the e-mail address you provided when registering on the Site, this copy shall also be subject to the licence terms set out in paragraph 4.
(b) Branded Products – Once we have designed your Brand and if you have acquired a Brand Licence, you may also use the Site to design and then purchase various products incorporating the Brand (e.g. business cards, printed stationery and website templates) (“Branded Products”). If you purchase a Branded Product that is comprised of a website template in WordPress (“WordPress Theme”), you may download an electronic copy of the WordPress Theme from the Site and may use it in accordance with the licence terms set out in paragraph 5. We will also send an electronic copy of the WordPress Theme to the e-mail address you provided when registering on the Site, this copy shall also be subject to the licence terms set out in paragraph 5.
We and our licensors will retain full ownership of all copyright and other intellectual property rights in the Brand and the Branded Products, except for any of your registered or unregistered trade marks that are incorporated into the Brand or Branded Products.
4. Brand Licence Term
If you purchase the Brand Licence, we will grant to you a personal, non-exclusive, perpetual, worldwide licence to use, reproduce, display and distribute the Brand in connection with your business (and to authorise third parties to do the same) and apply to register the Brand as a trade mark. Your licence is non-exclusive and some elements of the Brand (e.g. colours, symbols, layouts and fonts) may be incorporated in brands that we design for other customers.
You may not:
(a) modify or alter any element of the Brand, or the design of any Branded Products, except through the Site; and
(b) authorise any other person to use the Brand or the Branded Products, or any element of the Brand or the Branded Products, other than in connection with your business.
You are solely responsible for the success of your own business, your use of the Brand or any Branded Products in connection with your business and securing and protecting any trade mark rights in the Brand. We do not make any representations as to whether you will be able to register the Brand as a trade mark or whether your use of the Brand or any Branded Products will infringe any third party registered or unregistered trade marks, copyright or other intellectual property rights. It is your responsibility to ensure that, in addition to the rights licensed to you by us, you have all permissions and consents required to use the Brand and the Branded Products. Please see our FAQs for more details.
You may assign the Brand Licence to any person that acquires all, or substantially all, of your business.
5. WordPress Theme Licence Terms
If you purchase a WordPress Theme, we will grant to you a personal, non-exclusive, perpetual, worldwide licence to use, reproduce, display and distribute the WordPress Theme in connection with your business (and to authorise third parties to do the same). Your licence is non-exclusive and some elements of the WordPress Theme may be incorporated in WordPress Themes that we design for other customers.
The WordPress Theme will conform in material respects with the description provided on the Site. However, we do not warrant that the WordPress Theme will be free of all bugs and errors.
You may not authorise any other person to use the WordPress Theme, or any element of the WordPress Theme, other than in connection with your business. You are solely responsible for the success of your own business and your use of the WordPress Theme in connection with your business. We do not make any representations as to whether the WordPress Theme will infringe any third party registered or unregistered trade marks, copyright or other intellectual property rights. It is your responsibility to ensure that, in addition to the rights to the WordPress Theme licensed to you by us, you have all permissions and consents required to use the WordPress Theme. Please see our FAQs for more details.
You may assign your licence to the WordPress Theme to any person that acquires all, or substantially all, of your business.
6. How Contracts are Formed Between You and Us
6.1 These Terms and Conditions apply to your purchase of any goods or services through the Site. Before placing any order on the Site, we would suggest that you read these Terms and Conditions carefully. You may also print out a copy of these Terms and Conditions, and we recommend that you do so. After you have read the Terms and Conditions, you will be asked to tick a box to indicate that you accept and agree to be bound by them.
6.2 In relation to the Brand Licence, you will be asked to click a button to confirm that you wish to purchase the Brand Licence. A contract will be formed at the time that you click this button. You may not cancel your purchase of the Brand Licence and you will not be entitled to any refund of fees that you pay for the Brand Licence.
6.3 In relation to the Branded Products, you will be asked to click a button to place your order for the Branded Products. Your order constitutes an offer to us to buy the relevant Branded Products. We will send you an e-mail to confirm that we have received and accepted your order. A contract will be formed between you and us when we send this e-mail confirmation. The Branded Products will be delivered by the delivery date set out in our e-mail confirmation or, if no date is specified, within a reasonable time, unless there are exceptional circumstances.
6.4 The Branded Products will be personalised for you, as they will incorporate the Brand and other design elements that you select through the Site. As such, you may not cancel a contract to purchase the Branded Products once we have sent you an e-mail to confirm that we have received and accepted your order. You will not be entitled to any refund of fees that you pay for the Branded Products.
6.5 We may use third parties to fulfil your order for Branded Products.
6.6 Prior to you clicking a button to place your order for the Branded Products, the Site will ask you to review all details and information that you have submitted to us. It is your responsibility to ensure that the Branded Products look how you want them to prior to placing your order. Where the Branded Products that are delivered to you do not match the specifications of your order we will replace those Branded Products for you.
7. Price and Payment
7.1 Except in cases of obvious error, the price of any goods and services offered through the Site will be as quoted on the Site at the time you place your order. These prices include VAT but do not include any applicable delivery costs, which will be quoted to you and added to the price at the time of placing your order.
7.2 Payment options will be set out and explained on the Site and may change from time to time. We may use a third party to accept and process payments on our behalf.
8.1 The Site is provided on an “as is” basis and we make no representations as the quality, completeness or accuracy of any materials on the Site. You are solely responsible for all of the information that you submit to us through the Site.
8.2 You shall indemnify us against any liability that we suffer or incur as the result of any claim by a third party that (a) the Brand or any Branded Product infringes any registered or unregistered trade marks, copyright or other intellectual property rights of that third party or (b) our use of your registered or unregistered trade marks or any other material that you submit through to us through the Site infringes any registered or unregistered trade marks, copyright or other intellectual property rights of that third party.
8.3 Our total aggregate liability to you under or in relation to these Terms and Conditions in any 12 month period, including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence) and breach of statutory duty, will not exceed the total charges actually paid by you to us in that 12 month period for goods and services ordered through the Site.
8.4 To the extent permitted by law, we hereby expressly exclude:
(a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
(b) any liability for any direct, indirect or consequential loss or damage incurred by you or any other user in connection with the Site or in connection with the use, inability to use, or results of the use of the Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
(i) loss of income or revenue;
(ii) loss of business;
(iii) loss of profits or contracts;
(iv) loss of anticipated savings;
(v) loss of data;
(vi) loss of goodwill; and
(vii) wasted management or office time.
(a) death or personal injury arising from our negligence or our liability;
(b) fraudulent misrepresentation or misrepresentation; or
(c) any other liability that cannot by law be excluded or limited.
9. Import Duty
If you order Branded Products from the Site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
All notices and other communications given under these Terms and Conditions must be in writing. For these purposes, writing includes e-mail and other electronic communications. We will send notices to the address you provide to us, which you may update from time to time by notifying us. You will send notices to the address we give in paragraph 1, which we may update from time to time by updating the Site.
11. Transfer of Rights and Obligations
These Terms and Conditions are binding on you and us (and on our respective successors and assigns) from the time that a contract is formed in accordance with paragraph 5. Subject to your right to assign your licence to use the Brand under paragraph 4 and the WordPress Theme under paragraph 5, you may not transfer, assign, charge or otherwise dispose of your rights or obligations under these Terms and Conditions, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of our rights or obligations arising under these Terms and Conditions at any time.
12. Events Outside Our Control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events outside our reasonable control (“Force Majeure Event”). During any Force Majeure Event, the affected obligations will be deemed to be suspended and we will have an extension of time for performance for the duration of that period. During this period, we will use our reasonable endeavours to end the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.
If we fail to insist upon strict performance of any of your obligations under these Terms and Conditions or otherwise to exercise any of the rights or remedies to which we are entitled under these Terms and Conditions, this shall not relieve you from compliance with such obligations and shall not constitute a waiver of such rights or remedies. No waiver by us of any of these Terms and Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with paragraph 10.
If any of these Terms and Conditions is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, it will to that extent be severed from the remaining Terms and Conditions, which will continue to be valid to the fullest extent permitted by law.
15. Rights of Third Parties
A person who is not party to this agreement may not enforce any of its provisions under the Contract (Rights of Third Parties) Act 1999.
16. Entire Agreement
16.2 Subject to paragraph 8.5(b), we each acknowledge that, in entering into these Terms and Conditions, neither of us has relied upon (and will have no rights or remedies in respect of) any representation, undertaking or promise given by the other, except to the extent any such representation, undertaking or promise is expressly stated in these Terms and Conditions.
We have the right to revise and amend these Terms and Conditions from time to time to reflect changes to the Site, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be bound by the Terms and Conditions as they exist at the time that a contract is formed in accordance with paragraph 0.
19. Governing Law
These terms of and conditions and any dispute arising out of or in connection with these terms and conditions (including, without limitation, any dispute relating to the existence, validity or termination of these terms and conditions or any contractual or non-contractual obligation) (“Dispute”) will be governed by and construed in accordance with the laws of England and Wales and the courts of England and Wales will have non-exclusive jurisdiction over any Dispute arising under or in connection with these Terms and Conditions.