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, infrastructure, software, an online Brand Asset Management application and storage facility.
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 means files like logos, images, documents, templates, videos, etc.
9. Knowledge means structured or unstructured data uploaded by the Customer or Brandkit on behalf of the Customer.
10. Source File means an individual Brand Asset file supplied/uploaded to the Facility.
11. Metadata means information describing Brand Assets or Knowledge.
12. Customer Data means Source Files, Knowledge, Metadata, and other Customer-supplied data.
13. Derivative Data means Metadata, reports, or thumbnails generated by the Facility.
14. File Format means a file type created by an application or encoded to a standard.
15. Standard File Format as outlined in clause 16.
16. Intellectual Property includes trademarks, copyrights, patents, know-how, techniques, and inventions.
17. Subscription means a monthly or annual fee for Facility access and support.
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 total GBs used for storage, uploads, downloads, and CDN traffic.
21. CDN Traffic means file delivery via AWS CloudFront.
22. AWS CloudFront means Amazon Web Services' content delivery network.
23. User License Agreement means the terms accepted by Users upon registration.
24. Fair Use 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

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 -  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 prior to end of Minimum Term, Customer must pay balance of remaining Minimum Term.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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, prior to termination, 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.
7. Upon termination and after settlement  of all amounts due, Brandkit shall permanently delete from the Facility all of the Customer Data from the Facility.
8. 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. 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.
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

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.