DESIGNCROWD – Special Terms and Conditions

These terms and conditions are the “Special Terms and Conditions” that apply to the DesignCrowd Site. Together with the Common Terms of Use, they govern the use of the DesignCrowd Site. Please carefully read these Special Terms and Conditions as well as the Common Terms of Use, before using the DesignCrowd Site. In using Our Services, You may also be entering into a separate contract with other users of Our Services. These circumstances are described in clause 6.

1 Registering on the DesignCrowd Site
1.1 When registering to use the DesignCrowd Site and DesignCrowd Services, You must register yourself as either a “Designer” or a “Client”.
2 DesignCrowd Service
2.1 The DesignCrowd Service is an online offering where Client(s) seeking a design or work can post Brief(s) in relation to a Project and seek to obtain Submission(s) from Designers to such Brief(s), in each case in accordance with this Agreement.
2.2 For a Designer, the DesignCrowd Service includes the ability to:
(a) create and modify a profile for that Designer;
(b) submit Works through the DesignCrowd Site; and
(c) submit Quote(s) and Works to Client(s) through the DesignCrowd Site.
2.3 For a Client, the DesignCrowd Service includes the ability to:
(a) post Brief(s) requesting designs or works (such as logo designs and website designs) through the DesignCrowd Site; and/or
(b) purchase Works from Designers through the DesignCrowd Site.
2.4 We reserve the right, at Our sole discretion, to deny a Brief from being posted on the DesignCrowd Site and/or remove a Brief from the DesignCrowd Site.
2.5 We may, but are under no obligation to review any Brief for accuracy, completeness of information, quality and/or clarity.
3 Designer and Client Obligations
3.1 The rules and instructions which govern how Clients can post Briefs in relation to a Project, and how Designers can submit Submissions in respect of such Briefs are described on the DesignCrowd Site (Contest Rules).
3.2 Withdrawal of Works. Designer may:
(a) remove any of its Submissions (and applicable Works) from the DesignCrowd Site; and/or
(b) notify Client that it wishes to withdraw a Submission (and applicable Work(s)),
provided that Client has not previously selected the same Work(s) as the Winning Work or approved Work and/or that Designer has not been paid for such Submission (and applicable Work(s)) in accordance with this Agreement. In the event paragraphs (a) or (b) above apply, Client must no longer view that Submission (and/or the applicable Work(s)) and it has no rights in respect of the Submission (and the applicable Work(s)) including any right to pay for or use the Work(s).
4 Acknowledgements and Warranties
4.1 Designer acknowledges it shall not receive any payment for any of its submitted Work(s) unless the Client makes payment to Us in respect of such Work(s) and:
(a) in the case of Multiple Designer Contests:
(i) the Designer’s Work is selected as a Winning Work; or
(ii) for Guaranteed Multiple Designer Contests, the Designer’s Work is selected by Us (in the event of Client’s failure to select a Winning Work); or
(b) in the case of Single Designer Projects, the Designer’s Work has been approved.
4.2 Without limiting any other warranties given by Client under this Agreement, Client must only use or provide a Brief where its genuine good faith intention is to purchase a Work from a Designer. Client must not use the DesignCrowd Service to generate ideas and to use these ideas with no intention of purchasing any Work.
5 Resellers/White-Labelling
5.1 Designer acknowledges and agrees that Client(s) may:
(a) reproduce and display the Submissions and submitted Works to third parties as part of the selection and/or approval process; and/or
(b) on-sell Winning Works or approved Works to third parties,
and that this may be done without an acknowledgement that the Designer is the creator of the Work(s).
5.2 Designer:
(a) warrants that written consents have been obtained from all persons and/or entities engaged by Designer in the production of the Work in respect of the Client’s rights under this Agreement without infringement of any Moral Rights in the product of their services;
(b) waives, and must ensure that all authors waive, any Moral Rights they may have in the Work; and
(c) consents to Client exercising all rights as afforded under this Agreement and reproducing or otherwise exploiting the Work (and any part thereof) without infringement of Designer’s Moral Rights, and to doing any other acts that might otherwise infringe Designer’s Moral Rights.
6 Designer/Client Contract and Nature of Service
Contract between Designers and Clients. You acknowledge that:
(a) On:
(i) selection by Client (or Us) of a Winning Work submitted by Designer in respect of a Multiple Designer Contest; or
(ii) approval of a Work submitted by Designer in respect of a Single Designer Project,
Designer and Client enter into a legally binding agreement with each other in the form of the Designer/Client Contract that governs (amongst other things) the originality of work and the transfer of copyright from Designer to Client in respect of the Work(s). A copy of this contract can be found here: Designer/Client Contract;
(b) We are not a party to the Designer/Client Contract;
(c) To the extent permitted by law, We are not responsible for, and will not be liable in respect of, any breach or failure to perform by Designer or Client of any terms of the Designer/Client Contract; and
(d) To the extent permitted by law, We have no control over and do not accept responsibility for the acts or omissions of Designers, Clients or other third parties in connection with the DesignCrowd Service or DesignCrowd Site.
7 No Contact and Non-disclosure
7.1 Designer must not contact any Client other than via the DesignCrowd Site for a period of 90 days from the end of each applicable Project unless Designer is invited to by the applicable Client.
7.2 Designer acknowledges each Client’s rights to privacy and agrees not to disclose the details of any Brief or any Client to any third party (including without limitation to any other designer or Client within the DesignCrowd Site).
7.3 For the avoidance of doubt You must not use or attempt to use any third party’s confidential and/or personal information without the express consent from that person in respect of all such proposed uses.
8 Fees And Refund Policy
8.1 In order to launch a Project, Client must first:
(a) pay to Us a Project Posting Fee; and
(b) pay to Us an amount equal to the relevant Project Budget,
in accordance with the Fees Schedule.
8.2 Designer acknowledges that if it has any Work(s) selected as a Winning Work (in respect of a Multiple Designer Contest) or approved by Client (in respect of a Single Designer Project), Designer is liable to pay to Us the Commission Fees in respect of such Work(s). Designer directs Us to deduct and retain an amount equal to the Commission Fees from the amount of the relevant Project Budget that is payable to Designer in accordance with the Fees Schedule. Accordingly, We will first automatically deduct the Commission Fees from any payment a Designer receives.
8.3 You acknowledge that payment of the amount of the Project Budget to Us is not considered a payment to Us but is a payment to the successful Designer(s) in accordance with this Agreement, subject to the deduction of the Commission Fees.
8.4 Our refund policy is set out in the Contest Rules.
8.5 For the avoidance of doubt, in the event Client receives a refund Client will have no rights or interest (express or implied) in and to any Submission or Work(s) received in connection with the relevant Project.
9 Intellectual Property Rights And Submissions
9.1 You acknowledge that the ownership of Intellectual Property Rights in any applicable Works will be set out in the Designer/Client Contract.
9.2 By submitting Your Content to the DesignCrowd Site or in connection with the DesignCrowd Service:
(a) You grant Us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, alter, amend, publish, and display the submission (including without limitation the Briefs, Submissions and Works and any part thereof) on and in connection with the DesignCrowd Site and any of Our Websites; and
(b) Designer grants Client a non-transferable, non-exclusive, royalty-free licence to reproduce and display the Work(s) (including to third parties for the purposes of on-selling the Work(s)) prior to (as applicable):
(i) the Deadline for Selecting a Contest Work solely for the purposes of assisting in the selection of the Winning Work; or
(ii) the Deadline for Approving the Work.
Designer and Client (as applicable) are each responsible for obtaining any consents or agreements that are required in respect of the licence granted in this clause.
9.3 You must immediately advise Us of any infringement or threatened infringement, unauthorised use, or attack or threatened attack on the validity of any Intellectual Property Rights in connection with Your Content which may come to Your attention and provide to Us at Your cost such assistance as We may reasonably require in relation thereto.
9.4 Upon purchasing any Work and becoming the owner of the rights in the Work pursuant to the Designer/Client Contract, Client grants Us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferrable licence to use, reproduce, alter, amend and display the Work (and all parts thereof) for promotional purposes on the DesignCrowd Site, any of Our Websites and in connection with the DesignCrowd Service (including without limitation in marketing materials, the press and on other websites owned or operated by Us).
9.5 Abuse of Copyright. You agree that You will report all intellectual property problems, offensive material or property violations to Us. If You believe Your rights have been infringed, You agree to email Us (with details of the same) at copyright@designcrowd.com.
10 DesignCrowd Site
10.1 Use of the DesignCrowd Site is subject to its conditions of use, a copy of which is accessible via the DesignCrowd Site .
11 Definitions and Interpretation
11.1 Definitions
Capitalised Terms in this Special Terms and Conditions have the same meaning as given in the Common Terms of Use, unless otherwise indicated.
In this Special Terms and Conditions, unless the context otherwise requires:
"Brief" means a document setting out the Requirements for each design project;
"Client" means a person or entity that registers with Us as a "DesignCrowd Client" in accordance with Our registration procedure;
"Commission Fees" means the fee for the Designer’s use of the DesignCrowd Service which will be at the rate specified in the Fees Schedule;
“Contest Rules” has the meaning given in clause 3.1
"Deadline for Approving the Work" means the deadline for the Client to approve a Work, as further described in the Contest Rules;
"Deadline for Selecting a Contest Work" means the deadline for the Client to select a Winning Work in a Multiple Designer Contest, as further described in the Contest Rules;
"DesignCrowd Service" means the service provided by Us pursuant to this Agreement and as described in clause 2;
"DesignCrowd Site" means www.designcrowd.com and its subdomains or any other replacement website as may be notified by Us to You;
"Designer" means a person or entity that registers with Us as a "Designer" in accordance with Our registration procedure;
"Designer/Client Contract" means the agreement between a Designer and a Client which transfers rights in the Works to the Client as referred to in clause 6;
“Fees Schedule” means the page of the DesignCrowd Site that sets out the Fees.
"Guaranteed Multiple Designer Contest" is a Project where a Winning Work must be selected by the Client, as further described in the Contest Rules;
"Minimum Design Standards" means the standards specified at Quality Standards;
"Multiple Designer Contest" is a Project where Client may receive multiple Works from different Designers, as further described in the Contest Rules;
"Project" means a design project the subject of a Brief;
"Project Budget" is the amount selected by a Client as the budget for a particular Project, as further described in the Contest Rules;
"Project Posting Fee" means the fee payable by Client to Us for launching a Project and posting a Brief;
"Quote(s)" means a quote from a Designer for Designer’s creation of the applicable Works the subject of the Brief;
"Refund Request" is defined in clause 8.4;
"Requirements" means detailed descriptions of a Client’s requirements in relation to a project the subject of the applicable Brief, including without limitation samples illustrating requirements, relevant deadlines and the Project Budget;
"Revision(s)" means minor changes to the Work(s) (including without limitation changes in colour, text, content, size, layout) and/or small and immaterial modifications to the concept of the Work(s);
"Single Designer Project" is a project where a Client may request quotes and select a single Designer to complete the Project, as further described in the Contest Rules;
"Submission" means a submission made via the DesignCrowd Site from a Designer in response to a Brief, which may include Work(s) and/or Quote(s);
"Upgrade Fees" means fees payable for any additional features as specified in the Fees Schedule;
"Winning Work" means the Work selected by Client as the successful Work from the Work(s) submitted in response to a Brief for a Multiple Designer Contest; and
"Work(s)" means designs, artwork, photographs, text, copy and other works created by a Designer and submitted to the DesignCrowd Site (in response to a Brief or otherwise).