Updated Terms and Conditions

1. Interpretation

• 1.1 Definitions
• Business Day: A day that is not a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Charges: The amounts you agree to pay for the Services, as described in the Order.
• Customer: You, the person placing the Order.
• Designkroo: Designkroo.
• Customer Materials: All documents, information, items and materials you provide to DesignKroo in connection with the Services, including any items you provide under clause 5.1(d).
• Deliverables: The creative design outputs we will provide to you, as requested by you in accordance with clause 3.4 below, and any other documents, products and materials we provide to you related to the Services.
• Intellectual Property Rights: Patents, copyrights, trademarks, design rights, and other similar rights.
• Order: The order you submit for Services through our Website.
• Services: The creative design services we will provide to you, as described in the Order.
• Website: Our website, currently located at https://designkroo.co.
• 1.2 Headings are for reference only and do not affect the interpretation of this Agreement.
• 1.3 This Agreement applies to individuals and businesses.
• 1.4 The Schedules are part of this Agreement.
• 1.5 References to statutes or statutory provisions include any amendments or re-enactments.
• 1.6 References to writing or written include email.
• 1.7 An obligation not to do something includes an obligation not to allow it to be done.
• 1.8 Words following “including,” “include,” “in particular,” or “for example” are illustrative and do not limit the meaning of the preceding words.
• 1.9 This Agreement is binding on you and DesignKroo and our respective successors and permitted assigns.
• 1.10 References to a statute or statutory provision include subordinate legislation.
• 1.11 You agree that we can use electronic signatures and records.
• 1.12 Any waiver or consent by us must be in writing.

2. Commencement and Duration

• This Agreement starts on the date you place the Order and continues for the following periods, unless terminated earlier under clause 11 (Termination):
• If you purchase a monthly subscription, for one month, and then automatically renews for successive one-month periods unless either party gives written notice to terminate at least seven (7) days before the end of the current period.
• If you purchase a three-month subscription, for three months, and then automatically renews for successive three-month periods unless either party gives written notice to terminate at least thirty (30) days before the end of the current period.
• If you purchase a six-month subscription, for six months, and then automatically renews for successive six-month periods unless either party gives written notice to terminate at least thirty (30) days before the end of the current period.
• If you purchase an annual subscription, for one year, and then automatically renews for successive one-year periods unless either party gives written notice to terminate at least thirty (30) days before the end of the current period.

3. DesignKroo’s Responsibilities

• 3.1 The Services are intended for quick and basic design projects. They are not suitable for large or complex design work.
• 3.2 We provide the Services and Deliverables “as-is.” We are not liable if the Services or Deliverables are not suitable for your specific needs.
• 3.3 You are responsible for reviewing and approving all Deliverables we provide. We are not responsible for any loss caused by inaccurate, incorrect or otherwise faulty Deliverables.
• 3.4 We will use reasonable efforts to provide the Services and Deliverables to you in accordance with this Agreement.
• 3.5 We will use reasonable efforts to meet the following performance dates, but these dates are estimates only and time of performance is not of the essence of this Agreement:
• 3.6 You will submit requests for Deliverables through our Website or email.
• 3.7 We will try to provide you with one Deliverable by the end of each Business Day. However, this deadline is an estimate only and time of delivery is not of the essence of this Agreement.

4. Your Obligations

• 4.1 You will:
• Cooperate with us in all matters related to the Services.
• Submit all requests for Deliverables through our Website.
• Provide us with all information we reasonably request to perform the Services and prepare the Deliverables.
• 4.2 If we are unable to perform our obligations due to your act or omission, we will be entitled to an extension of time equal to the delay caused by you.

5. Non-Solicitation

• For six months after this Agreement ends, you agree not to solicit or hire any of our current or former employees, consultants, or subcontractors who were involved in providing the Services to you, without our prior written consent. If you violate this clause, you will pay us a fee equal to 20% of the employee's, consultant's, or subcontractor's then-current annual salary or the amount you pay them, whichever is higher.

6. Charges and Payment

• 6.1 You will pay the monthly Charges described in the Order for the Services.
• 6.2 You will pay the Charges on the day you place the Order and on the same day of each following month by direct debit or credit card. If the day you place the Order does not have an equivalent day on the next month (e.g., January 31st), the payment will be made on the closest day (e.g., February 28th).
• 6.3 We may increase the Charges once every 12 months, provided we give you written notice at least 45 days in advance.
• 6.4 If you fail to pay us on time, we may:
• Charge you interest on the overdue amount.
• Suspend all or part of the Services until you pay in full.
• 6.5 All amounts payable under this Agreement are exclusive of VAT, which you will also pay upon invoice. You will make payment in full without any deductions or withholding.

7. Intellectual Property Rights

• 7.1 We do not warrant that the Deliverables will not infringe on any third party's intellectual property rights.
• 7.2 You are responsible for checking to ensure the Deliverables do not infringe on any third party's intellectual property rights. We will not be liable to you for any loss arising from such infringement.
• 7.3 Regarding the Deliverables:
• We and our licensors retain ownership of all intellectual property rights in the Deliverables, excluding the Customer Materials.
• We grant you (or will procure the grant to you) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, publish, copy, and modify the Deliverables (excluding the Customer Materials) to receive and use the Services and Deliverables in your business. You may also sublicense these rights to your customers.
• 7.4 Regarding the Customer Materials:
• You and your licensors retain ownership of all intellectual property rights in the Customer Materials.
• You grant us a non-exclusive, royalty-free, non-transferable license to copy and modify the Customer Materials for the term of this Agreement to provide the Services to you.
• 7.5 You warrant that using the Customer Materials in performing this Agreement will not infringe on the rights of any third party.
• 7.6 You will indemnify us for any liabilities, costs, expenses, damages, and losses arising from a third-party claim that our use of your Customer Materials infringes on their intellectual property rights or your breach of this clause 7.5.
• 7.7 We will provide any stock images used in the Services or Deliverables under the terms of our license with the provider. You will comply with these terms and any reasonable instructions we provide regarding use of the stock images.
• 7.8 You will only use the stock images in the form we provide them in a Deliverable. You will not modify the Deliverable or use the stock images separately.

8. Limitation of Liability

• 8.1 This clause applies to all liabilities arising under or related to this Agreement, including in contract, tort (including negligence), misrepresentation, or otherwise.
• 8.2 Nothing in this Agreement limits our liability for death or personal injury caused by negligence or fraud or fraudulent misrepresentation.
• 8.3 Except as provided in clause 8.2, our total liability to you will not exceed the greater of £500 or the total Charges.

9. Termination

• Either party may terminate this Agreement immediately by giving written notice to the other party if:
• The other party commits a material breach of any term of this Agreement that cannot be remedied or fails to remedy a breach within 14 days of written notice.
• The other party repeatedly breaches the Agreement in a way that shows they cannot or will not comply with its terms.
• The other party takes steps to dissolve, liquidate, or enter bankruptcy; goes into receivership; ceases to carry on business; or has a similar event happen in their jurisdiction.
• The other party's financial condition deteriorates significantly, and in our opinion, this jeopardizes their ability to fulfill their obligations under the Agreement.
• We may also terminate this Agreement immediately by giving written notice to you if:
• You fail to pay any amount due under this Agreement on time and remain in default for at least 14 days after written notice to make payment.
• There is a change of control of your business.
• On termination or expiry of this Agreement:
• You will immediately pay us all outstanding invoices and interest.
• We will return any unused Customer Materials upon request.
• The following clauses will survive termination: Interpretation, Non-Solicitation, Intellectual Property Rights, Limitation of Liability, Termination, General (clauses 11.4 to 11.7), Governing Law, and Jurisdiction.
• Termination or expiry of this Agreement will not affect any accrued rights, remedies, obligations, or liabilities of the parties.

10. Force Majeure

• “Force Majeure Event” means any unforeseeable circumstance that is beyond a party's reasonable control, such as: acts of God, natural disasters, epidemics, terrorism, war, civil unrest, government actions, collapse of buildings, fires, explosions, accidents, non-performance by suppliers, or utility interruptions.
• If a Force Majeure Event prevents a party from fulfilling its obligations under this Agreement (the “Affected Party”), the Affected Party will not be liable for the delay or failure to perform. The time for performance of the obligations will be extended for the duration of the Force Majeure Event.
• The corresponding obligations of the other party will be suspended, and the time for performance of those obligations will be extended for the same period as the Affected Party.
• The Affected Party must:
• Notify the other party in writing as soon as reasonably possible, but no later than 30 days after the start of the Force Majeure Event, about the event, its start date, its expected duration, and the impact on their ability to perform their obligations under the Agreement.
• Use all reasonable efforts to mitigate the effects of the Force Majeure Event on their performance.
• If the Force Majeure Event prevents the Affected Party's performance for more than four continuous weeks, the non-affected party may terminate this Agreement by giving 14 days' written notice to the Affected Party.

11. General

• 11.1 You may not assign, transfer, subcontract, delegate, or declare a trust over any of your rights or obligations under this Agreement.
• 11.2 We may assign any of our rights under this Agreement.
• 11.3 Any variation to this Agreement must be in writing and signed by both parties.
• 11.4 A waiver of a right or remedy under this Agreement is only effective if it is in writing and will not be deemed a waiver of any subsequent right or remedy.
• 11.5 A party's failure or delay to exercise a right or remedy under this Agreement will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy.
• 11.6 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be deleted, and the remaining provisions will still be enforceable.
• 11.7 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the parties will negotiate a replacement provision that achieves the intended commercial result of the original provision to the greatest extent possible.
• 11.8 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to its subject matter.
• 11.9 Each party agrees that their only remedies for any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement are as follows: