Terms of Service

3.1. Definitions

1. Brandkit means Brandkit Limited, the provider and owner of the Brandkit service.
2. Customer means the organisation or person that contracts with Brandkit.
3. CPI means the OECD Consumer Price Index published at https://www.oecd.org.
4. Facility means the Brandkit website and software, an online Brand Asset Management application and storage facility.
5. User means any person who uses the Facility, authorised or unauthorised.
6. Brand Asset means files like logos, images, documents, templates, videos, etc.
7. Knowledge means structured or unstructured data uploaded by the Customer or Brandkit on behalf of the Customer.
8. Source File means an individual Brand Asset file supplied/uploaded to the Facility.
9. Metadata means information describing Brand Assets or Knowledge.
10. Customer Data means Source Files, Knowledge, Metadata, and other Customer-supplied data.
11. Derivative Data means Metadata, reports, or thumbnails generated by the Facility.
12. File Format means a file type created by an application or encoded to a standard.
13. Standard File Format as outlined in clause 16.
14. Intellectual Property includes trademarks, copyrights, patents, know-how, techniques, and inventions.
15. Subscription means a monthly or annual fee for Facility access and support.
16. Variant means different versions of a Brand Asset (e.g., CMYK, SPOT colour, etc.).
17. Plan means a combination of price, usage, storage, options, and features.
18. Usage means total GBs used for storage, uploads, downloads, and CDN traffic.
19. CDN Traffic means file delivery via AWS CloudFront.
20. AWS CloudFront means Amazon Web Services' content delivery network.
21. User License Agreement means the terms accepted by Users upon registration.
22. Fair Use Policy available at https://www.brandkitapp.com/fair-use-policy.
23. Software Agent means an authorised third-party software or AI agent accessing via API.

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

Subscription fees are charged monthly or annually from the Starting Date. Fees may be adjusted annually based on CPI (minimum 2%, maximum 10% per year).

3.4 Setup

Setup, Onboarding, and Design fees apply for configuring accounts, preparing files, uploading data, and training Customer employees.

3.5 User Downloads

User Downloads are free and unlimited, but subject to the agreed Plan Usage and Overage fees.

3.6 GST/VAT/Tax

All fees and charges are exclusive of GST, VAT, and any other applicable taxes.

3.7 Payment

Payments are due 7 days after invoice, by Bank Payment, Telegraphic Transfer, or Credit Card.

3.8 Minimum Term

The Agreement has a Minimum Term from the Starting Date. After expiry, it rolls over monthly or annually unless terminated per Clause 9.

3.9 Termination

1. If Customer terminates prior to end of Minimum Term, Customer must pay balance of remaining Minimum Term.
2. Customer must pay for time and materials used up to the termination date.
3. Customer is responsible for downloading all Customer Data before termination.
4. Brandkit may assist with a Data Download Service for a mutually agreed fee.
5. If Brandkit terminates, Brandkit must deliver Customer Source Files on suitable media.
6. After termination, and settlement of dues, Brandkit will delete all Customer Data.
7. If the Facility becomes unavailable due to disaster, Brandkit will provide alternative access promptly and free of charge.

3.10 Supply of Brand Assets

1. Customer must supply non-corrupted Source Files and Knowledge in Standard File Formats.
2. If Customer modifies Brand Assets or Knowledge, updates must be supplied promptly.
3. Customer bears all costs of Brand Assets, Knowledge, and Customer Data creation and supply.

3.11 Brandkit Rights and Obligations

1. Maintain the Facility and ensure Brand Assets and Customer Data are clear and usable.
2. Permit end users to download Customer’s Brand Assets or access Knowledge subject to access permissions.

3.12 Intellectual Property

1. Customer retains sole ownership of all Customer Intellectual Property.
2. Brandkit retains ownership of Intellectual Property created or developed for the Facility.
3. Customer must ensure no third-party IP infringement occurs.
4. Brandkit warrants that its Intellectual Property does not infringe third-party rights.
5. If Brandkit's IP becomes unavailable, uninterrupted access will be ensured via replacement licenses.
6. Brandkit is not liable for infringements arising from Customer-supplied or modified materials.

3.13 Brandkit’s Liability

1. Brandkit does not guarantee uninterrupted or error-free Facility use.
2. Liability for loss or damage is excluded, except where unlawful.
3. If exclusion is invalid, liability is limited to one 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

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. Brandkit may adjust Plan inclusions and Subscription prices with one month’s written notice.
2. Changes during the Minimum Term only by mutual agreement.
3. Post Minimum Term, Customer may change Plan understanding potential impacts.
4. Customer may upgrade to more expensive plans during Minimum Term, but not downgrade.
5. Subject to Brandkit’s Fair Use Policy.

3.17 New Zealand Law Applies

All services are governed under New Zealand law. Disputes must be brought in New Zealand courts.

3.18. Assignment, Transfer or Subcontracting

Customer may assign, transfer, or subcontract with Brandkit’s prior written consent, not unreasonably withheld.