Terms | DesignBro

Welcome at DesignBro: DesignBro is an online platform that intermediates between businesses or business users (not being consumers) that are looking for exclusive custom-made designs (hereinafter “Clients”) and designers (hereinafter “Designers”).

These “Platform Terms and Conditions” apply to the relationship between:

DesignBro Ltd. (“DesignBro”) and Clients;
DesignBro and Designers; and
Clients and Designers.

The Platform Terms and Conditions apply to any use of:

designbro.com (the “Platform”);
the services of DesignBro; and
the services of Designers offered through the Website.

DEFINITIONS
1. DesignBro: DesignBro Limited, a private limited company incorporated under the laws of Ireland (ltd.), seated in Ireland, holding office at Unit 3d, North Point House (North Point Business Park), New Mallow Road, Cork, Ireland, registered at The Companies Registration Office in Ireland with number 684960, and operator of the DesignBro platform.
2. Client: the natural person in exercise of a profession or business (not being a consumer), or the legal entity that makes use of the Platform to get designs exclusively made for him.
3. Designer: the natural person in exercise of a profession or business, or the legal entity that makes use of DesignBro by making designs for Clients.
4. User: any user of the website designbro.com.
5. Platform: the website designbro.com which consists of an online digital platform that connects Clients (who have a design assignment) with Designers (who are able to perform that assignment).
6. Platform Agreement: the agreement entered into between a User and DesignBro when a User registers himself at the Platform.
7. These Terms: These Platform Terms and Conditions.
REGISTRATION
1. To join DesignBro and use our Platform, you have to create a personal account. You can create a personal account by signing up with your name, username, e-mail address and selecting a password.
2. For Designers, the username shall not reflect the first and last name of the designer and the designer shall not use his/her full name when communicating with clients.
3. All personal data, such as your name, should be filled in truthfully.
4. By completing your registration to join DesignBro, you and DesignBro enter into a Platform Agreement to which these Terms are applicable.
5. During registering you chose to accept these Terms: you therefore cannot make use of our Platform, if you do not agree with these Terms. By accepting these Terms you declare that you are (legally) able to do so. If you are eighteen years or younger, you may not register.
DURATION AND TERMINATION
1. The Platform Agreement shall commence on the date you register at the Platform. The Platform Agreement will terminate when your account is deleted.
2. To delete your account, send an e-mail to [email protected]. Please be notified that you cannot delete your account, when you are participating in a design competition.
PRIVACY
1. We at DesignBro think privacy is important. DesignBro processes all personal data provided by you, only in order to allow the proper use of the Platform and to communicate with you in this respect. In our Privacy Policy, you can read which personal data we collect and for which purposes.
CLIENTS: STARTING A DESIGN COMPETITION
1. A Client can start a design competition with regard to three categories of packages:
  - Logo design: you receive a unique logo.
  - Brand Identity Design: you receive a logo, business card, letterhead and envelope and compliment/note slips.
  - Packaging Design: you may receive a label, box, bag, sleeve or any other form of packaging.
2. With every package category:
  - the Client receives up to ten (10) suggested designs from Designers;
  - the Client receives files in relevant formats; suitable for online & print purposes (.ai, .pdf, .jpg and .png);
  - the competition will be a closed competition, which means that Designers cannot see the designs of other Designers; and
  - the Client will receive the full copyright of the winning design (see article 8).
3. To start a design competition, Clients have to give a creative brief via the briefing process on the Platform.
4. Clients must create a clear and understandable creative brief, in order to make Designers understand what is expected.
5. The first three (3) to ten (10) Designers that respond to the creative brief of a Client, will participate in the design competition.
6. After a Client receives three (3) to ten (10) designs from the participating Designers, Client must select up to three (3) finalist Designers (“Finalists”) within the specified time frame.
7. After choosing the Finalists, a Client can give feedback to the Finalists which will result in final tweaks of the designs. Only during this contesting phase, Clients are permitted to ask for changes regarding the designs.
8. After receiving the final designs from the Finalists, Clients must select one (1) winning design within the specified time frame.
9. If a Client fails to pick a finalist within the specified time frame, DesignBro will withhold the payment of the Client and decide on a case by case basis if any of the funds will be distributed among the remaining participating Designers respectively the remaining Finalists.
10. Clients may not hire any Designer from a design competition without direct involvement and consent of DesignBro, as further specified in article 10.
11. Clients prepay in full for the design competition and are only entitled to a refund if the refund policy applies
DESIGNERS: PARTICIPATION IN A DESIGN COMPETITION
1. To participate in a design competition, Designers can subscribe to a creative brief.
2. The first three (3) to ten (10) Designers that respond to a creative brief of a Client, will become participants to that specific design competition (‘first come, first serve’-principle). DesignBro is not responsible for the availability of the Platform, after creative briefs have been posted on the Platform (as specified in article 14).
3. Only up to three Finalists will receive payment as further specified in article 9.
4. Designers that are not selected as Finalists, will be eliminated from the competition. Those Designers will continue to own the intellectual property rights to their designs they submitted in the competition.
5. As further specified in article 8, the Finalist(s) that become(s) runner up will continue to own the intellectual property rights to the designs they submitted in the design competition.
6. Designer grants DesignBro full rights to negotiate and determine pricing on the intellectual property of the design as if they were the owner.
7. Designer will accept any pricing that DesignBro offers on their intellectual property, regardless of the amount.
8. If Designer is removed from the platform due to a breach of these terms, designer fully transfers any intellectual property rights of any ongoing projects to DesignBro, and will provide files if requested. In this event the Designer will not be compensated for these rights. Designer also foregoes any credit that was held by DesignBro.
9. In no event, Designers can directly communicate with a Client, without involvement of DesignBro.
10. Designers cannot correspond about the results of the design competition.
11. Designers may not collude with regard to a design competition (with or without Client involvement). Designers that – according to DesignBro – show any involvement in collusion will be removed from the Platform.
12. By agreeing to these Terms and participating in a design competition, Designers declare and agree that they are not employees of DesignBro or a Client. Designers, Clients or DesignBro explicitly do not wish to enter into an employment agreement with each other (in the meaning of article 7:610 of the Dutch Civil Code – hereinafter: “DCC”). Designers create their design at their own discretion and may voluntarily choose to participate in a design competition and submit a design through the Platform.
13. By joining, Designers certify they comply and will continue to comply with their local tax laws and will continue to stay compliant. DesignBro will not be responsible for any tax administration, and the Designer fully accepts this responsibility.
14. DesignBro is entitled to show any design uploaded to the Platform by Designers for the purpose of promotion of the Platform, without any limitations or further communication.
GENERAL RULES FOR CLIENTS AND DESIGNERS
1. Once a Client has eliminated a design, the design cannot be brought back into the design competition.
2. Once a Client blocks a Designer (at its own discretion), the Client will no longer (be able) to contact the Designer, or see designs from this Designer. Blocked Designers will no longer (try to) contact the Client, or (try to) show their previously made designs.
3. Once a Client selects the Finalists, the Client can no longer access the previously made designs by the not-selected and blocked Designers.
4. Once a Client has selected a winning design, this is final.
5. Clients and Designers cannot allow or request communication with each other through any means outside of the Platform.
6. No file (or information) with regard to a design or a design competition, may be transferred or sent by any other means than through the Platform.
7. Clients and Designers are responsible for keeping copies of any file or information they received through the Platform.
8. DesignBro reserves the right to block or refuse Clients and Designers without further explanation.
9. DesignBro is not obligated to mediate between Clients and Designers in case of disagreements.
10. If you are aware of a breach of these Terms or the Platform Agreement, please send us an e-mail via [email protected].
11. DesignBro does not monitor the information or content you share via the Platform. However, your safety and personal integrity and that of all other Users of our Platform, is important to us. Therefore, you may not post inappropriate content, such as porn, vulgar or misleading information, unlawful, harassing or misleading messages, content that infringes the privacy- or IP-rights of others. DesignBro reserves the right to manually review and modify any content, but is not obligated to do so.
12. As a condition for the use of the Platform, you agree that you will not:
  - access restricted/protected areas of the Platform;
  - send any viruses, worms, junk mail, spam, chain letters, unsolicited offers or advertisements of any kind and for any purpose; and
  - hack, scan or test the vulnerability of the Platform or any other related system or network, or act in breach of any security or authentication.
13. Intentional misuse of the Platform or restricting a third party to use the Platform is not allowed.
14. DesignBro reserves the right to terminate accounts.
15. DesignBro has the right to disclose information at all times in order to:
  - defend itself in court;
  - execute a court order;
  - comply with all laws, regulations or requests from the government;
  - protect national security, defense, public security/public health; and
  - maintain its rights.
INTELLECTUAL PROPERTY
1. Designers agree to transfer all their intellectual property rights (i.a. copyrights, patents, trade secrets and other proprietary rights – hereinafter “IP-rights”) with regard to the winning or sold design to the Client concerned. Designer has given his explicit consent hereto on the Platform, before (it being possible to) upload(ing) the winning design.
2. A Designer will only assign all its IP-rights with regard to the winning or sold design to a Client under the suspensive condition of “Full Payment”, meaning full payment of all amounts owed to DesignBro by the Client concerned relating to the Platform Agreement or these Terms (including interest and costs).
3. After winning the competition and approval of the files by the Client, or when the Client purchases another design, the transfer of IP-rights from the Designer to the Client will take place automatically, as a result of acceptance of these Terms.
4. If a Client – besides the winning design – wishes to purchase and own other designs that were submitted during a design competition, please send an e-mail to [email protected] to inform about the possibilities.
5. If a Designer submits designs during a design competition, the Designer guarantees that he owns all IP-rights with regard to the submitted designs. It is the Designer’s responsibility to ensure no IP-rights are infringed, and the Client’s responsibility to guide the Designer in such a way as to prevent IP-right infringement.
6. Designers indemnify and hold harmless DesignBro from all claims of third parties with regard to any infringements of IP-rights. Furthermore, DesignBro is not liable for any (un)successful assignment of IP-rights or any IP-right infringements regarding any of the designs submitted during design competitions.
7. DesignBro is granted the right to use all designs uploaded onto the website without any restrictions for promotional purposes.
COST OF PROJECT, DESIGN PRIZE AND TERMS OF PAYMENT
1. Clients purchase each package category at a fixed amount upfront (“Cost of Project”). Refunds are not possible once the creative brief has been posted. However, exceptions can be granted, only if DesignBro agrees to. If for whatever reason a refund is granted to a Client, Designers hereby agree that their fee will be waived as well (pro rata).
2. DesignBro receives a commission of 35% of the Cost of Project during every design competition. The remaining amount will become 100% of the “Design Prize”. The Design Prize will be divided as follows, provided that Designers will only receive payment when:
  - they become runner up as one of the Finalists, in which case they will split 5% of the Design Prize evenly (excludingthe winner); or
  - they become the winner, in which case they will receive 95% of the Design Prize.
  - However, Designers will only be able to cash in their prize money when they have accrued over 250 USD in total (during several design competitions).
  - If no payout is requested by a Designer during a period of one (1) year after the day he wins prize money, his personal account is deemed to be inactive. As a consequence, the outstanding prize money on his account will be considered as rejected and claims against DesignBro regarding outstanding prize money of the Designer will cease to exist.
3. DesignBro reserves the right to charge a payment processing fee. DesignBro makes use of the payment services of third party service providers.
4. When it is unclear whether VAT is applicable and to what percentage, DesignBro will make reservations for it. Nevertheless, it is always the sole responsibility of Designers to make sure that possible VAT with regard to their work is applied correctly.
5. DesignBro reserves the right to change its commission, the Cost of Project and Design Prizes at any time. However, the commission rate, Cost of Project and Design Prizes will not change during a specific competition after the creative brief has been posted.
6. The main currency of amounts on the Platform is US Dollars. To handle currency conversions for client payments made in other currencies, DesignBro uses a small markup to cover for conversion rates.
7. It is not permitted to directly request a Client for payment or to pay a Designer directly, outside of the Platform, without involvement of DesignBro.
NON-COMPETITION, NON-SOLLICITATION AND NON-CIRCUMVENTION
- Clients and Designers, both involved in the same design competition, are not allowed to accept business from each other or to (continue to) work together without the involvement of DesignBro for a period of 2 years after the end of a design competition. If a Client and Designer wish to accept business from each other or (to continue to) work together:
  - they have to request permission from DesignBro per e-mail ([email protected]); and
  - if permission is given, need to pay an intermediation fee of 5000 USD to DesignBro.
  Clients and Designers shall not:
  - set-up, incorporate, factually initiate or conduct any business or activity comparable to, or competing with, the business or activities conducted by DesignBro. This does not limit Clients and Designers from conducting any business in which they are already involved on the date of the start of the Platform Agreement;
  - solicit or entice away or attempt to solicit or entice away any (identified prospective) Client or Designer, representative, agent or any other business relation of DesignBro, or accept business from any such person or organization (except in case of permission from DesignBro as mentioned in this article) in a business area in which DesignBro operate;
  - employ, solicit or entice away or attempt to employ, solicit or entice away any person that is or has been an employee of DesignBro; or
  - promote or solicit themselves through the Platform and/or Website, for example by posting personal details such as a telephone number, an e-mail address or a link to a private portfolio website.
  - Clients and Designers will not (try to) circumvent these Terms or the Platform Agreement, or (try to) circumvent the Platform in any way.
NON-DISCLOSURE AGREEMENTS
1. Clients can buy and choose between two different non-disclosure arrangements during the procedure of buying his package:
2. ‘Standard Non Disclosure’: This is a standard text that limits the use and disclosure of the Designer with regards to any materials received or created during the competition. The Designer needs to agree to these terms before he can see the creative brief. You can read the full text of the ‘Standard Non Disclosure’ here ‘Custom Non Disclosure’: With this arrangement, the Client can upload his own text as a non-disclosure agreement. Again, the Designer needs to agree to these terms before he can see the creative brief.
3. DesignBro is no party to all non-disclosure agreements between a Client and a Designer.
  Clients acknowledge with regard to 11.1 sub b , that:
  - no unreasonable or illegal demands can be made;
  - dditional terms are not to be used to amend or circumvent these Terms or the Platform Agreement (unless DesignBro explicitly agrees to an amendment); and
  - the non-disclosure agreement cannot be used to transfer IP-rights regarding designs created during a design competition.
  - Even when a Client has purchased a Non-Disclosure arrangement (see article 11.1), , DesignBro always retains the right to show the (final) results of the design competition after a period of 12 months, starting from the day the Client chooses a winning design.
NO WARRANTIES
1. DesignBro does not give any warranties or guarantees whatsoever with regard to (the result of) the design competitions, the quality of the design competitions, or any other service offered by DesignBro through the Platform. To the maximum extent permitted by law, DesignBro hereby disclaims all implied warranties with regard to services that DesignBro offers, the Platform. The Platform and services are provided “as is” and “as available”.
2. We at DesignBro do not warrant that the Platform will be available uninterrupted and in a fully operating condition. Any decisions or actions taken by you on the basis of the information provided on or via the Platform are at your sole discretion and risk.
INDEMNIFICATION
1. Clients and Designers will indemnify, defend, and hold harmless DesignBro from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of third party claims: (i) regarding the use by Clients and Designers of any designs purchased via the Platform; and (ii) their breach of these Terms or the Platform Agreement, or violation of any applicable law, regulation or order.
LIABILITY
1. In no event will DesignBro and its officers, employees and agents be liable for any damages whatsoever, whether direct or indirect, general, special, compensatory, consequential, and/or incidental, arising out of, or relating to (the conduct of) Clients and Designers in connection with the use of the Platform or our services, including (but not limited to) loss of business, lost profits, trade secret misappropriation, intellectual property infringement, and/or any other damages. This unless such damage is caused by intent, gross negligence or deliberate recklessness of DesignBro and its officers, employees and agents
2. You expressly understand and agree that DesignBro will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from:
  - the use or inability to use the Platform or our services;
  - the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through, from, or as a result of the Platform or our services;
  - unauthorized access to or alteration of your transmissions or data;
  - statements or conduct of any Client, Designer or third party on the Platform or through our services;
  - your reliance on content made available by us; or
  - any other matter relating to the Platform or our services.
  - To the fullest extent possible by law, DesignBro’s maximum liability arising out of or in connection with the Platform or our services, will not exceed the greater of the commission that was paid to DesignBro for a design competition or 400 USD, whatever amount is higher.
ASSIGNMENT
1. Clients and Designers shall not assign or transfer or purport to assign or transfer any of their rights or obligations under these Terms without the prior written consent of DesignBro, which shall not be unreasonably withheld.
2. DesignBro may freely assign their rights and obligations under these Terms or the Platform Agreement in the event of a merger, acquisition or sale of assets, by law or otherwise.
SEVERABILITY
1. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.
MISCELLANEOUS
1. DesignBro reserves the right to alter these Terms. When we change these Terms, we will post a notification on our Website. By continuing to use the Platform and/or our services you acknowledge the most recent version of these Terms.
2. If we do not enforce (parts of) these Terms, this cannot be construed as consent or waiver of the right to enforce them at a later moment in time or against another Client or Designer.
APPLICABLE LAW AND JURISDICTION
1. These Terms and the Platform Agreement shall be governed by and construed in accordance with the laws of The Netherlands.
2. Any dispute resulting from or arising in connection with these Terms and the Platform Agreement, that cannot be settled in an amicable fashion, shall be submitted to the District Court of Amsterdam, The Netherlands.

DesignBro Limited
Unit 3d, North Point House (North Point Business Park)
New Mallow Road
Cork
Ireland
e-mail: [email protected]
Irish Company Registration number: 684960
VAT-number: IE 3426407LH

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Platform terms and conditions