1. Disclosures
Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:
• Our aggregate liability for any Liability arising from or in connection with the Services will be limited to the total Fees paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability, or if no Fees were paid by you, to $500.00.
• To the maximum extent permitted by law, we accept no liability in the event that any Deliverable that is created pursuant to these Terms infringes any third-party Intellectual Property Rights.
• We will handle your personal information in accordance with our privacy policy, available at www.bramp.co/privacy-policy
Nothing in these terms limit your rights under the Australian Consumer Law.
2. Introduction
2.1. These terms and conditions (Terms) are entered into between Bramp Pty Ltd ACN 649 741 631 (we, us or our) and you, together the Parties and each a Party.
2.2. We provide different offerings:
(a) Design Package: There are different design packages on our Website that you may purchase to allow us to assist you in building your visual identity. In each Design Package, you will receive brand development and design services (Professional Services) and an account to access a platform where you can view and download the Deliverables from the Services, including your brand guidelines we create for you and content from your asset library;
(b) Free Brand Strategy Workshop: A video-guided and collaborative workshop to help you build a brand strategy for your business; and
(c) Guided Workshop: We provide the platform where you can be guided by one of our Personnel through a series of collaborative exercises in an online workshop to develop a brand strategy for your business.
2.3. The services offered in the offerings constitute the Services and these Services may be provided via our Website and/or through our platform, as the case may be (Platform).
2.4. In these Terms, you means the person or entity registered with us as an Account holder.
2.5. If you are purchasing the Services and using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
2.6. All personal information you and your authorised users provide to us will be treated in accordance with our Privacy Policy.
3. Acceptance
3.1. You accept these Terms by accepting these Terms on our website, www.bramp.co (Website), by clicking “I accept” or “Start for Free”, registering on the Platform or using the Platform, as applicable.
3.2. If you have chosen the Design Package, these Terms will commence when you have accepted these Terms and will continue for 12 months (Package Term). On or before the expiry of the Package Term, you may contact us to discuss any further access to the relevant Services. If you have chosen the Free Brand Strategy Workshop or the Guided Workshop, these Terms are ongoing and may be terminated at any time by you in accordance with the Termination clause.
3.3. When using the Platform, you and your authorised users must not do or attempt to do anything that is unlawful or inappropriate, including:
(a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
(b) using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
(c) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
(d) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
(e) facilitating or assisting a third party to do any of the above acts.
3.4. We may amend these Terms at any time, by providing written notice to you. By continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment and it adversely affects your rights, you may cancel your Account with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Account, you will no longer be able to use the Platform and certain functionality on the Website on and from the date of cancelation.
4. Platform and Platform Licence
4.1. In consideration of your payment of the Fees (if applicable), we will also provide you with access to the Platform. You must be at least 18 years old to use the Platform.
4.2. You may be required to register on the Platform and create an account (Account) to access the Platform’s features. You must, if required by us, provide basic information when registering for an Account including your business name and email address, and you must choose a password.
4.3. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.
4.4. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
4.5. You may, if permitted in your Account, also register authorised users under your Account. Authorised users will be able to access such features of the Platform as are set out in your Account and determined by you. You are responsible for your authorised users’ activity on the Platform.
4.6. Subject to your compliance with these Terms, we grant you and your authorised users a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
4.7. Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you and your authorised users must send a support request to us via email. We will endeavour to respond to any support requests in a reasonable period.
4.8. We will use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.
4.9. You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, CRM systems, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.
4.10. To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.
5. Design Package: Professional Services
5.1. Our Platform sets out the Professional Services included in each Design Package.
5.2. In consideration for your payment of the Fees, we will provide the Professional Services to you, as set out in the Design Package you chose and in accordance with these Terms.
5.3. We may provide the Professional Services to you either ourselves or through our Personnel.
5.4. We agree that we, or our Personnel, will provide the Professional Services:
(a) in accordance with these Terms;
(b) in accordance with your reasonable and lawful instructions;
(c) with reasonable care, skill and diligence; and
(d) in a proper and professional manner.
5.5. You may request amendments to the Professional Services, by providing written notice to us, with details of the amendment (Amendment Request). We will not be obliged to comply with an Amendment Request unless we accept the Amendment Request in writing. Note that we may charge you additional fees for Amendment Requests, which will be agreed with you prior to us starting work. If we consider that any instruction or direction from you constitutes an Amendment Request outside the scope of the Professional Services included in your Design Package, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause.
6. Fees and Payment: Guided Workshop and Design Package
6.1. Our Services are provided on a fixed-fee basis as set out on our Platform (Fees).
6.2. You must pay the Fees as set out in your Account using one of the methods set out on our Platform.
6.3. All amounts are stated in Australian dollars and are exclusive of Australian GST. If GST is payable on the supply of the Services, you agree to pay the GST at the same time as paying the Fees.
6.4. We may offer payment through a third-party provider, for example, Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
6.5. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.
6.6. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
7. Intellectual Property
7.1. As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials; and
(c) nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
7.2. As between the Parties, ownership of all Intellectual Property Rights in any Deliverables will, after payment in full for those Deliverables, vest in you.
7.3. In respect of the Design Package only, we grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, during the Term, to use Our Materials that we provide to you solely for the purposes for which they were developed and for your use and enjoyment of the relevant Services, as contemplated by these Terms.
7.4. In respect of the Free Brand Strategy Workshop and Guided Workshop, we authorise you to use Our Materials solely for your internal business use. You must not exploit Our Materials for any other purpose, nor allow, aid or facilitate such use by any third party. You may not use Our Materials for any commercial purpose. You must not, without our prior written consent:
(a) copy, in whole or in part, any of Our Materials;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property toany third party; or
(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Materials, downloading Our Materials, causing any of Our Materials to beframed or embedded in another website, or creating derivative works from any of Our Materials.
7.5. You grant us a non-exclusive, irrevocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials that you provide to us and the Deliverables, for the purpose of providing the Services, enabling your access to the Deliverables on the Platform and exercising our rights under these Terms.
7.6. You agree and acknowledge that:
(a) the Services may interact with, or be reliant on, certain third-party inputs, such as Unsplash images and Google Fonts (Third Party Inputs);
(b) you are responsible for understanding, obtaining and managing all licences for any relevant Third Party Inputs required in the provision of the Services;
(c) you are responsible for paying all fees related to the Third Party Inputs; and
(d) you will comply with terms and conditions applicable to the Third Party Inputs at all times.
7.7. With your prior written consent, you agree that we may advertise or publicise the fact that you are a user of our Platform, including on our Website or in our promotional material. In this regard, you grant to us a revocable, royalty-free, transferable and sub-licensable right and licence to use, including to publish and reproduce, your Intellectual Property which is generally publicly available, including your trademarks, logos, branding, social media posts, illustrations and visuals from your website.
7.8. You warrant and agree that, in providing us with Your Materials, we will not infringe on any third-party rights, including Intellectual Property Rights, by using such materials as part of the Services and Deliverables.
7.9. You acknowledge and agree that any Deliverable is created using your input and accordingly:
(a) we do not warrant that any Deliverable that is created pursuant to these Terms does not and will not infringe any third-party Intellectual Property Rights;
(b) to the maximum extent permitted by law, we accept no liability in the event that any Deliverable that is created pursuant to these Terms infringes any third-party Intellectual Property Rights; and
(c) in that event that any Deliverable that is created pursuant to these Terms infringes any third-party Intellectual Property Rights, you agree to indemnify us for any Liability that we may suffer or incur as a result of such infringement.
7.10. This clause will survive the termination or expiry of these Terms.
8. Confidential Information
8.1. Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party (subject to subclause 8.1(c);
(b) to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure;
(c) to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with these Terms, provided those persons keep the Confidential Information confidential in accordance with this clause 8; and
(d) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under these Terms.
8.2. The obligations in clause 8.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under these Terms;
(b) is authorised in writing to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or
(d) must be disclosed by law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by law) the Receiving Party has given the Disclosing Party notice prior to disclosure.
8.3. Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 8. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 8.
8.4. This clause 8 will survive the termination or expiry of these Terms.
9. Warranties
9.1. You represent, warrant and agree that:
(a) there are no legal restrictions preventing you from entering into these Terms;
(b) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(c) you will comply with these Terms and all applicable laws;
(d) for us to be able to provide the Services and the Deliverables, you will ensure that you:
(1) co-operate with and assist us in the performance of the Services;
(2) promptly provide us with full and accurate information, materials, instructions and explanations as and when required; and
(3) will be responsible for the use of any part of the Services and Deliverables, and that you will be responsible for checking the Deliverables to ensure their accuracy, completeness, and compliance with any laws before using or publishing them; and
(4) will be responsible for trademarking any designs provided to you as part of the Deliverables before using such designs.
(e) you will procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Services; and
(f) you will ensure that no person uses any part of the Services:
(1) to break any law or infringe any person’s rights (including Intellectual Property Rights);
(2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
(3) in any way that damages, interferes with or interrupts the supply of the Services.
10. Australian Consumer Law
10.1. 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 the Services and Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
10.2. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
10.3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
10.4. This clause will survive the termination or expiry of these Terms.
11. Liability
11.1. Despite anything to the contrary, to the maximum extent permitted by law:
(a) neither Party will be liable for Consequential Loss;
(b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s Personnel (including in your case, your authorised users), including any failure by that Party to mitigate its losses; and
(c) our aggregate liability for any Liability arising from or in connection with the Services will be limited to the total Fees paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability, or if no Fees were paid by you, to $500.00.
11.2. This clause will survive the termination or expiry of these Terms.
12. Termination
12.1. In respect of the Design Package, you may terminate these Terms at any time by giving 30 days’ notice via email to us. In respect of the Free Brand Strategy Workshop and Guided Workshop, you may request to cancel your Account at any time by notifying us via email. Your cancellation will take effect immediately upon our receipt and action of your request.
12.2. In respect of the Design Package and the Guided Workshop, to the extent that the Fees are paid upfront, we will refund you a pro-rata portion of the unused Fees.
12.3. An Account will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party is unable to pay its debts as they fall due.
12.4. Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
12.5. Upon expiry or termination of these Terms:
(a) we will immediately cease providing the Services;
(b) we will remove your access to the Platform and your Account will be deleted;
(c) where we terminate these Terms as a result of your unrectified default, you also agree to pay us our reasonable additional costs directly arising from such termination, including recovery fees; and
(d) if requested by the Disclosing Party, the Receiving Party must destroy or return to the Disclosing Party all of its Confidential Information, except that the Recipient may keep a copy of such Confidential Information to the extent required by law or pursuant to its information technology back-up procedures, provided always that the Receiving Party retains such Confidential Information in accordance with clause 8.
12.6. 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 destroy your documents, in our discretion, unless required to be maintained in accordance with the statutory periods, or on expiry or termination of these Terms.
12.7. Termination of an Account will not affect any rights or liabilities that a Party has accrued under these Terms.
12.8. This clause will survive the termination or expiry of these Terms.
13. General
13.1. Assignment: Subject to the below clause, 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 is not to be unreasonably withheld).
13.2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
13.3. Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
13.4. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other Party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
13.5. Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
13.6. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and 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.
13.7. Privacy: Each Party agrees 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.
13.8. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
13.9. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.
14. Definitions
14.1 Confidential Information means information which:
(a) is disclosed to the Receiving Party in connection with these Terms at any time;
(b) relates to the Disclosing Party’s business, assets or affairs; or
(c) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
14.2. Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or, any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay us the Fees under these Terms will not constitute “Consequential Loss”.
14.3. Deliverables means the final version of any Intellectual Property developed, adapted, modified or created, and delivered to you, in connection with these Terms or the supply of the Professional Services, but excludes Our Materials and Your Materials.
14.4. Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.
14.5. Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
14.6. Intellectual Property or Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
14.7. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
14.8. Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, and includes:
(a) all design concepts (including logos, colour palettes, images, layouts and presentation concepts), raw files, drafts of any Deliverables, models, processes, technologies, strategies, materials, information, documentation, and services that may be incorporated into the Deliverables, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws, and any Intellectual Property developed independently of these Terms; and
(b) any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform, excluding the Deliverables.
14.9. Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
14.10. Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.
14.11. Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the commencement of the Term (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, and includes all data or information you and your authorised users upload into the Platform.
For any questions or notices, please contact us at:
Bramp Pty Ltd (ABN 74 649 741 631)
Email: info@bramp.co
Last update: 8 November 2022
