Terms of Service

3.1. Definitions

1. Brandkit means Brandkit Limited, a New Zealand registered company, the provider and owner of the Brandkit service, and the name of the software as a service operated by Brandkit.
2. Customer means the organisation or person detailed in this Agreement, that contracts with Brandkit for the purposes of using the Facility to upload and distribute Brand Assets to Users.
3. CPI means the OECD Consumer Price Index published at https://www.oecd.org.
4. Facility means the Brandkit website, infrastructure, design and software, an online Brand Asset Management application and storage facility, delivered as a service, which the Customer's website runs on.
5. Brandkit Platform means the Brandkit Facility.
6. Brandkit API means the official Brandkit API provided and authorised by Brandkit.
7. User means any person who uses the Facility, authorised or unauthorised.
8. Brand Asset one or more files that make up a logo, image, product, photograph, document, template, advertisement, video, audio recording, or other brand or marketing material held in the Facility.
9. Knowledge means structured or unstructured data uploaded by the Customer or Brandkit on behalf of the Customer.
10. Source File any individual Brand Asset file supplied by the Customer to Brandkit, for upload to the Facility, or that is uploaded by the Customer to the Facility.
11. Metadata the information that describes the Brand Assets or Knowledge, such as Asset Name, Description, Tags, Summary, etc
12. Customer Data means the Source Files, Knowledge, Metadata, designs, and any other data supplied to Brandkit by the Customer, for upload to, or that is uploaded directly to the Facility.
13. Derivative Data means - any metadata, transaction, report, thumbnail generated by the Facility as a consequence of the Customer supplying or uploading Customer Data.
14. File Format means - a file type, i.e. a file created with a particular application or encoded to a certain standard.
15. Standard File Format means - a file type as set out in the Standard File Formats clause below.
16. Intellectual Property iincludes - any trademarks, trade names, copyrights, patents, ideas, know-how, techniques, skills, inventions or improvements.
17. Subscription means - a monthly or annual fee that covers the provision of the Facility and support to Customer.
18. Variant means different versions of a Brand Asset (e.g., CMYK, SPOT colour, etc.).
19. Plan means a combination of price, usage, storage, options, and features.
20. Usage means - the combined gigabytes used for file storage, file uploads, file downloads, CDN traffic and AI Tokens (with tokens converted to a gigabyte equivalent).
21. CDN Traffic means - the amount of traffic in Gigabytes used to serve Asset proxy images and other files, from AWS CloudFront, to Facility users, and to users of third party websites when Customer has permitted embedded image links in those third party websites.
22. AWS CloudFront means - an internet service provided by Amazon Web Services to improve the delivery of content across the internet.
23. User License Agreement means the terms accepted by Users upon registration.
24. Fair Use Policy means - the policy available at https://brandkit.com/fair-use-policy.
25. Software Agent means an authorised third-party software or AI agent accessing the Facility via the Brandkit API, or by any other means.

3.2 Purpose

The purpose of the Facility is to allow the Customer to store, access, and permit access to their Brand Assets and Knowledge by Facility Users and Software Agents.

3.3 Subscription

A Monthly Subscription fee will be charged on the Starting Date and on the same date each calendar month, or an Annual Subscription fee will be charged on the Starting Date and on each anniversary of that date, at the rates detailed in this Agreement. Subscription fees may be adjusted on each anniversary of the Starting Date to reflect changes in the OECD Consumer Price Index (CPI), with a minimum of 2% and a maximum of 10% increase per year.

3.4 Setup

Set-up, Onboarding and Design fees will be levied for any work carried out to set-up, configure and customise an Account for the Customer, prepare, upload, update and/or publish Customer’s files or data to the facility, and provide any training for Customer employees, at the rates detailed in this Agreement.

3.5 User Downloads

User Downloads of files will be free of charge and unlimited, but subject to the agreed Plan Usage and Overage fees.

3.6 GST/VAT/Tax

All fees and charges are quoted exclusive of GST, VAT and any government taxes

3.7 Payment

Payments are due on the day specified in this Agreement by direct bank payment, direct credit, or telegraphic transfer to the bank account of Brandkit Limited, or by Credit Card payment.

3.8 Minimum Term

This agreement is for a minimum period of the Minimum Term from the Starting Date, as detailed in the Agreement. At expiry of the Minimum Term, this agreement will continue to roll over month by month, or year by year, until a new agreement is made, or until either party formally terminates as per the Termination clause below.

3.9 Termination -  Either party may terminate the Agreement by giving one month written notice of termination to the other party, or immediately if the other party breaches any provision of the Agreement or becomes unable to pay its debts as they fall due:

1. If Customer terminates and the effective termination date is prior to the end of the Minimum Term, the Customer will pay the balance of the remaining Minimum Term calculated as; the number of months remaining, multiplied by the average monthly charge made during the Minimum Term.
2. Upon termination the Customer shall pay to Brandkit all amounts due for time spent and materials used up to the date of termination, including for support and the use of the Facility by the Customer's authorised users, for any charges due in the event of termination by the Customer.
3. If Customer terminates, it is the Customer's responsibility to ensure all the Customers Data (including Source Files), is downloaded prior to termination, and Brandkit shall not be liable for any costs in relation to recovery or recreation of any Customer data after termination.
4. If Customer terminates, Brandkit will optionally provide a Data Download Service service to the Customer for a mutually agreed fee, whereby Brandkit downloads all the Customers Source Files and delivers these to the Customer.
5. If Brandkit terminates, it is Brandkit’s responsibility to ensure all the Customers Source Files are downloaded and supplied on suitable media, to the Customer, and Brandkit shall not be liable for any costs in relation to recovery or recreation of any Customer Data including Source Files) or any Derivative Data, after termination.
6. Upon termination and after settlement  of all amounts due, Brandkit shall permanently delete from the Facility all of the Customer Data from the Facility.
7. In the event that the Facility becomes unavailable due to disaster and disaster recovery procedures fail to bring the Facility back online within a reasonable timeframe, Brandkit will provide the Customer with alternative access to the Customers Source Files, promptly and free of charge.

3.10 Supply of Brand Assets

1. The Customer shall supply to Brandkit, or directly upload, all Source Files and Knowledge that the Customer wishes to be held in the Facility. The Source Files and Knowledge shall be non-corrupted and substantially clear and free of errors, and supplied in a Standard File Format.
2. If the Customer modifies its Brand Assets or Knowledge, it shall supply the new versions of the Source Files and Knowledge to Brandkit for upload or upload to the Facility directly, and update the associated Metadata in the Facility, in a timely fashion.
3. The Customer shall bear all costs of creation, redesign and supply of Brand Assets, Knowledge and Customer Data.

3.11 Brandkit Rights and Obligations - Brandkit shall:

1. Maintain the Facility and use its best endeavours to ensure an uninterrupted and error-free service; and ensure the Brand Assets, Knowledge and Customer Data are substantially clear, free of errors and usable by end users for the purpose of commercial reproduction and use to an acceptable standard.
2. Permit end users to download the Customer’s Brand Assets, or access the Customer’s Knowledge, on the terms and conditions set out in the User License Agreement, subject to the access permissions set by the Customer or by Brandkit on the Customer’s behalf.

3.12 Intellectual Property

1. Brandkit acknowledges that the Customer retains sole ownership of all rights in and to the Customer’s Intellectual Property.
2. Customer acknowledges that Brandkit retains sole ownership of all rights in and to Intellectual Property created or developed in connection with the Facility, and by Brandkit.
3. Customer shall use its best endeavours to ensure that any Brand Assets, Knowledge or Customer Data supplied by the Customer to Brandkit or uploaded directly to the Facility do not infringe the Intellectual Property rights of any third party
4. Brandkit warrants that its Intellectual Property does not infringe third-party rights.
5. Where, for whatever reason, the Intellectual Property or the Facility provided by Brandkit is no longer available, Brandkit will be responsible for ensuring uninterrupted access for the Customer to the Facility by way of replacement Intellectual Property licence.
6. Brandkit shall not be liable for any infringement of Intellectual Property rights of any person arising in respect of: (a) the use of any Intellectual Property not provided by Brandkit; (b) the modification of the Facility by any party other than Brandkit; or (c) Brand Assets or Customer Data supplied to Brandkit or uploaded directly to the Facility, by or on behalf of the Customer.
7. No Reverse Engineering or Copying. You may not, and you agree not to (or attempt to), copy, reproduce, reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive or access the source code, underlying ideas, algorithms, structure, or organisation of the Brandkit Platform or any part thereof. You may not create derivative works based on the Platform, scrape or systematically extract data or content from the Platform, or use automated tools (including bots, crawlers, or AI agents) to access or replicate the Platform’s functionality or design, except where expressly permitted under these terms or required by applicable New Zealand law.

3.13 Brandkit’s Liability

1. The Customer acknowledges that Brandkit does not warrant that the Facility will be uninterrupted or error free and gives no warranty as to the results to be obtained from use of the Customer Data.
2. Brandkit shall not be liable to the Customer for, and the Customer releases and discharges Brandkit from any and all claims and demands in respect of, any loss or damage arising directly or indirectly in connection with this Agreement, the Facility or the use of the Customer Data held on the Facility, except to the extent to which it is unlawful to exclude such liability.
3. If exclusion above is invalid, liability is limited to three month’s average fee based on previous six months.

3.14 Consumer Guarantees Act Excluded

The Customer acknowledges that services are acquired for business purposes, and the Consumer Guarantees Act 1993 does not apply.

3.15 Standard File Formats

Source Files to be held on the Facility shall be supplied by the Customer in the following file formats/types:

1. First Class Formats: AI, EPS, GIF, JPG, JPEG, PDF, PNG, PSD, TIF, TIFF, MP4, MP3, MOV.
2. Second Class Formats: AVI, BMP, CDR, DCR, DOC, FHD, FH9, FH5, FH8, FLA, INDD, KEY, M4V, MPG, PCX, PCT, PICT, PIX, PPT, PPTX, POT, POTX, PPS, PPSX, RTF, SWF, TGA, TXT, WMV, WAV, ZIP.
3. Other formats may be supported and are subject to change.

3.16 Subscription and Plan

1. Changes by Brandkit - Brandkit reserves the right to, and may adjust the Plan inclusions and Subscription price at any time with one month's written notice.
2. Where a Minimum Term is agreed, Brandkit agrees not to alter the agreed Plan inclusions and Subscription price, except by mutual agreement and one month's written notice.
3. Where no Minimum Term is agreed or the if Minimum Term has expired; Customer may change Plan at any time, with the understanding that changes may affect the ability to store or access existing data if the new Plan has insufficient capacity, or that some functionality may or may not be available in any new Plan, and Brandkit may adjust the Plan at any time and/or Subscription price with one months written notice. Customer also acknowledges that it must pay any charges applicable to the previous Plan for any unpaid period prior to the Plan change.
4. Where a Minimum Term is agreed, and the Minimum Term has not yet expired, Customer may upgrade to a more expensive plan at any time, but may not downgrade to a less expensive plan.
5. Customer acknowledges that this agreement is subject to Brandkit’s Fair Use Policy.

3.17 New Zealand Law Applies

Brandkit is located in New Zealand and all services we provide are provided in New Zealand under New Zealand law. You may take action against Brandkit only in a New Zealand court. This applies whether you are using the Facility from inside or outside New Zealand.

3.18. Assignment, Transfer or Subcontracting

Customer may assign, transfer or sub-contract all or any part of its interest or obligations under this agreement to a third party, with the prior written consent of Brandkit, which will not be unreasonably withheld by Brandkit.