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Terms & Conditions - Subscription Service
Last updated: 31 October 2023
THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR USE OF CM DESIGNS SERVICES (“SERVICES”). BY USING CM DESIGNS SERVICES YOU AGREE TO THESE TERMS, AS SUCH MAY BE AMENDED FROM TIME TO TIME AT CM DESIGNS’S ABSOLUTE DISCRETION. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORISED TO USE THE SERVICES.
1. How Our Services Work
CM Designs (Supplier) offers fix-priced graphic design services. We are an online service where users (Customers) can (A) subscribe to a service for a monthly or yearly-recurring Fee, and request an agreed number of graphic design tasks (Tasks) to be completed, or (B) for a single Fee, request for a graphic design task (Task) to be completed.An appropriate subscription Task, by way of example, might be to edit a pre existing image or to create a new image based on a number of Customer supplied visual assets and text.CM Designs’ subscription service works as follows:a). Customer subscribes to the fix-priced, fixed term subscription service b). Customer provides Task User Content (3A), one at a time c) CM Designs delivers Task d) Customer Approves Task Delivery e) Fix-priced subscription service customers may request a new Task only once step (iv) is complete. Customers may request multiple new Task which will be processed in turn.
2. Commencement and Duration This agreement shall commence on the date on which the order is placed and shall continue, unless terminated earlier in accordance with clause 6. Termination & Cancellation. Your subscription will automatically renew for successive one-month or one-year periods. To terminate this agreement at the end of the first one-year period or any successive one-year period, either party must provide a written notice of termination with at least thirty (30) days' notice. In the case of monthly renewals, either party can terminate with seven (7) days' notice.
(a) Required Information: Each Task request should consist of (a) a detailed description of the Task and (b) electronic files, if any, required to complete the Task (together, User Content).
(b) Representation Regarding Right to Submit: By submitting a Task to CM Designs, a Customer represents that Customer owns the User Content or otherwise has the right to submit User Content to us, and Customer’s use of the User Content does not violate any third party intellectual property or other rights.
(c) Ownership of User Content: Customer maintains the ownership rights in any User Content that such Customer submits to the Site for each Task.
(d) Grant of Limited Rights to CM Designs: By submitting a Task to CM Designs, the Customer gives us the rights to User Content solely to the extent necessary to complete the Task.
(e) Grant of Limited Rights to Us: Each Customer authorises us to retain archival copies of all User Content that such Customer has submitted and to use such User Content in connection with the Site and our business, including for promoting the Site in any media format and through any media channel.
(f) Task Request Limitation and Unused Tasks:
Customers are entitled to request a specific number of tasks based on their subscription plan. To request additional tasks, modify their task allowance, or make any related changes, customers must contact CM Designs' support team for assistance.
Please note that any unused tasks will not carry over to subsequent periods or subscription renewals, and they will not be refunded. It is the customer's responsibility to ensure that they use their allocated task quota within the subscription period.
4. Communication Channels:
Task Requests: Customers may submit task requests through the CM Designs website, email, or the Trello platform. Task requests will be monitored, processed, and communicated through these channels.
General Communication: For all other inquiries, concerns, or support-related matters, customers are encouraged to contact our support team. General communication, including but not limited to questions, feedback, or issues not related to specific task requests, should be directed to our support team.
Official Communication: Customers acknowledge that official communication and updates regarding their subscriptions, tasks, or the agreement itself may be conveyed via email, the CM Designs website, or through the Trello platform.
By using our services, customers agree to these communication methods and channels for efficient and effective interaction with CM Designs. It is the customer's responsibility to ensure that they regularly check these communication channels for updates, task progress, and other relevant information.
5. Customer’s Obligations
5.1 The customer shall:
(a) co-operate with the Supplier in all matters relating to the Tasks;
(b) submit all requests for deliverables through the workflow page on the website; and
(c) provide the Supplier with all information it reasonably requests, in a standard satisfactory to the Supplier, in order to provide the Services and prepare the deliverables.
5.2 If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the customer.
6. Delivery & Payment
Delivery to Customer; Turnaround Time: When a Task is requested, CM Designs will deliver that task within the number of business day or days as specified on the Customer’s current plan. Each Revision request will operate under the same process.
Delivery to Customer; Acceptance: When a Task is complete, the Customer who submitted it will receive an email from us with the contents of the Delivery available via one or more download links. A Task is considered “accepted” by the Customer (i) when the Customer advises us in writing, or (ii) if it is not declined by the Customer within 72 hours after notification of the Delivery.
Delivery to Customer; Files: When a Task is Accepted, CM Designs will deliver all agreed files electronically. CM Designs is not under any obligation to provide a Customer any files that are “un-layered”, “editable” or otherwise allow the Customer to make any changes. CM Designs will retain archival copies of all Delivery Files that CM Designs has created and will retain the right to use such Delivery Files in connection with the Site and our business, including for promoting the Site in any media format and through any media channel.
Customer Responsibility for Accurate Delivery: To ensure the accurate and timely delivery of each task, customers are encouraged to provide as much relevant information and detail as possible when making their task requests. Clear and comprehensive task descriptions, along with any necessary electronic files, help CM Designs better understand and fulfill the customer's requirements effectively.
Revisions and Revision Fees: Each customer is entitled to one free revision per task. If a customer requires further changes or revisions beyond this initial free revision, a revision fee may apply based on the complexity of the requested modifications. This revision fee will be added to the customer's recurring monthly fee.
Misstep: If a Customer is Not Satisfied with the Delivery: If a Customer is not satisfied with the Delivery, the Customer may decline the Delivery and it will be returned to CM Designs for Revision. CM Designs will attempt to make modifications to make the Delivery fit Customer’s reasonable expectations. CM Designs will resubmit the revised Delivery within 1 business day. A revised Delivery that is not declined by Customer within 72 hours after being resubmitted will be considered accepted by Customer.
(A) If CM Designs determines that either (1) Customer’s demands with respect to Delivery are not reasonable given the original Task specification, (2) Customer is being actively malicious, or (3) Customer has not provided enough guidance, direction, or instruction to CM Designs resulting in the need for multiple edits, the Customer will be deemed to have accepted the Delivery.
Your CM Designs subscription, which may start with a free trial, will renew automatically unless and until you cancel your membership or we terminate it. You must have Internet access and provide us with a current, valid, accepted method of payment to use the CM Designs subscription service. When billing has been agreed, your subscription fee will renew using the payment method You used when signing up unless updated or changed by You.
7.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges as set out in the order.
7.2 The Customer shall pay the charges on the day on which the order is placed, and on the same day of each month thereafter, by direct debit to a bank account nominated by the Supplier or Customer, or by credit card payment. If the day on which the order is placed does not have an equivalent day on the next month (for example, 31 January) the monthly payment will be made on the closest day to that date (for example, 28 February).
7.3 The Supplier may increase the charges at their discretion, provided that they give the Customer no less than 30 days' written notice of such an increase.
7.4 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this agreement on the due date:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.4 (a) will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%; (b) the Supplier may suspend all or part of the Services until payment has been made in full.
7.5 All sums payable to the Supplier under this agreement:
(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Our Rights
(a) Our Intellectual Property. We retain all rights to intellectual property underlying the Site.
You acknowledge and agree that all Intellectual Property Rights in all creation files, working files, artwork and other documents provided by us in connection with the services vests in us on its creation. For the avoidance of doubt, this does not include your Background IP or any licences (such as image licences). Upon full payment of our fees, we will assign to you all Intellectual Property Rights in the Task, except in relation to any of our Background IP. In such case we have a perpetual, irrevocable licence to use the relevant Task Intellectual Property Rights unless agreed otherwise in writing. For the avoidance of doubt, Intellectual Property Rights that we have agreed to transfer to you do not include any licences (such as image licences) or other Intellectual Property Rights that we are not able to assign. Each party retains ownership of its Background IP and grants to the other party a non-exclusive, royalty-free licence as follows: for us, to the extent necessary to enable us to provide the services, exercise our rights in accordance with the provisions of these terms and conditions and otherwise carry out our obligations under these terms and conditions, and for you, only for the purpose and scope of the Task, unless otherwise agreed in writing.
If during the course of providing the services we develop, we discover, or first reduce to practice a concept, product or process which is capable of being patented, then such concept, product or process will remain our property and you must not use or otherwise appropriate such property without first obtaining our written consent. To the extent permitted by applicable laws and for your benefit, we will, upon your request in writing, procure the consent from the holder of any moral rights in the project. We may purchase rights to images that we use in providing the services to you. Such images may be subject to a licence agreement between us and a third party that may restrict your use of those images. Please ask us if you would like to be given a copy of the terms of any such licence. Unless otherwise agreed in writing, we may at our discretion use images that have been used in providing the services to you, with other clients or on other works.
If you require specific images, you may be required to pay additional fee(s) for that use. Even if we agree to provide an image to you exclusively, we cannot guarantee that the image will not be used by other third parties who may have obtained these images from another party. We reserve the right to display all Tasks that we create for you on our website, any subsidiary website, and marketing material(s). The only exception to this is if a Non-Disclosure Agreement (NDA) has been requested and signed by the Customer, and granted and signed by CM Designs.
(b) User Content Review. We reserve the right to review any User Content, and to investigate any disputes related to the Site.
(c) Backup; No Liability. Maintaining a safe and secure Customers is a top priority for us and we intend to back up and safeguard User Content shared and posted to our Site using reasonable commercial efforts. However, we do not guarantee that there will not be loss of any User Content, and we will not be liable in the event of such loss of User Content.
(d) Discretionary Right to Suspend or Terminate Account. We reserve the right to suspend or terminate the account of any Customer at any time for failure, or perceived failure, to comply with this Agreement, or for any other reason in our sole discretion.
(e) Right to Assume Our Defence. If you are required to indemnify us from any claim or loss, we reserve the right, at your expense, to assume the exclusive defence and control of such matter. We will use reasonable efforts to notify you of any such indemnifiable claim or loss upon becoming aware of it.
(f) Disclaimer. Except where prohibited by law, the Site is provided as-is and as available and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Site (A) will meet your requirements; (B) will be available on an uninterrupted, timely, secure, or error-free basis; or (C) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe; (C) reserves the right to amend, suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice.
(g) Limitation of Liability. Our liability to you will be limited as set forth in Section 19 of this Agreement.
9. Hiring of External Parties
CM Designs reserves the right to engage external parties or third-party contractors to assist in the provision of services. While we make every effort to ensure that these external hires are qualified and professional, CM Designs shall not be held liable or responsible for any actions, omissions, or issues that may arise from the involvement of these external parties in a project. Customers understand and accept that any contracts or agreements with external hires are separate from the terms outlined in these "Terms and Conditions." CM Designs will, to the best of its ability, oversee and manage these external parties to maintain the quality and integrity of the services provided, but the ultimate responsibility for the actions and performance of external parties lies with the external parties themselves.
10. Unlimited & Fair Use Policy
The term “unlimited” is subject to a Fair Use clause. The definition of Fair Use is determined by CM Designs management, at its sole and exclusive discretion. Customers deemed to be abusing the CM Designs service will be contacted by the CM Designs management. CM Designs management retains the sole and absolute discretion to suspend service to you if we deem necessary.
11. Termination & Cancellation
Cancellation can occur at any time. You are never required to stay with us – in fact, we’d prefer you have the option to leave if you are unhappy with our service and give us feedback on how we can serve you better. CM Designs may terminate any and all Services and/or your CM Designs account immediately, without prior notice or liability, for any reason whatsoever, or for no reason, including without limitation if you breach the Terms. In no event will CM Designs put an account on Hold, Pause or any other suspended state. An account may only be active or canceled. All Hold or Pause requests will be processed as a cancellation of an account immediately. Refund of any unused portion of a subscription month will not be given if a termination request is received, unless the (8.) Money-back guarantee conditions are triggered and met. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your CM Designs subscription, you must contact us with your termination request. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. You can contact us through the contact page or email our support team to issue a termination request.
12. Money-back guarantee policy
If you are not happy with a design, you may request your subscription fee to be fully refunded to you. This policy only applies to the first design Task that you receive from your designer upon starting your subscription with us. Any subsequent design Tasks within your subscription are not included in this policy. Refunds are not provided to any unused days – whether whole or part – of a subscription. Once your first design Task is Accepted by you, a request for a refund for that Task or any other Tasks will not be granted.
13.1 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of six (6) months after the termination or expiry of this agreement, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
13.2 Any consent given by the Supplier in accordance with clause 13.1 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.
14. Force majeure
14.1 Force Majeure Event means any circumstance not within a party’s reasonable control including acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident; non-performance by suppliers or subcontractors; and interruption or failure of utility service.
14.2 Provided it has complied with clause 14.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
14.4 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 30 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
14.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than four (4) weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 14 days’ written notice to the Affected Party.
15. Copyright Infringement
Posting User Content that violates any copyright or other intellectual property rights is in express violation of this Agreement. If you believe your copyrighted work was submitted by a Customer to us without authorisation, you may submit a DCMA takedown notice to us at firstname.lastname@example.org. Only the copyright owner, or an agent authorised to act on the owner’s behalf, may submit such a notice.
16. Dispute Resolution
In the event of any dispute or claim arising out of or relating to this Agreement, the parties shall first seek to resolve the dispute through good-faith negotiations between senior executives or officers of the parties who have the authority to settle the dispute. Either party may initiate such negotiations by providing written notice to the other party, setting forth the subject of the dispute and the relief requested. If the dispute cannot be resolved through negotiation within 30 days of the initial notice, the parties agree to mediate the dispute. The mediation shall be conducted by a neutral mediator agreed upon by both parties. If no agreement can be reached on the choice of a mediator, the parties may seek assistance from a local mediation service or organisation. The costs of mediation shall be shared equally by the parties. If mediation does not result in a resolution of the dispute, the parties agree that any and all disputes or claims arising out of or in connection with this Agreement, including issues regarding its existence, validity, or termination, shall be finally settled by binding arbitration in accordance with the rules of a recognised arbitration service. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the above, either party may seek injunctive or other equitable relief to protect its intellectual property rights or confidential information or prevent any unauthorised use or disclosure thereof in any court of competent jurisdiction. This Dispute Resolution clause shall be governed by and construed under the laws of England and Wales.
The Customer agrees to indemnify and hold CM Designs harmless from and against any and all claims, liabilities, losses, damages, and expenses, including reasonable legal fees, arising out of or in connection with the services provided under this Agreement. CM Designs shall not be held liable for any claims, losses, or damages resulting from the services provided, and the Customer shall bear responsibility for any associated legal and financial consequences.
CM Designs warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner. However, CM Designs makes no other warranties, express or implied, regarding the services, including any implied warranties of merchantability or fitness for a particular purpose.
19. Limitation of Liability
In no event will we be liable to you or any third party for any lost profit or any damages arising from or relating to this Agreement. Your use of the Site is at your own discretion and risk. Further, Designs Unlimited shall not be liable for any indirect, special or consequential damages, loss of profits, economical loss, loss of goodwill or loss of anticipated savings or loss of data including any data stored on or accessible through a Website. The total aggregate liability of Designs Unlimited in respect of any and all causes of action arising out of or in connection with the customer’s order and Designs Unlimited performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of this agreement) be limited to the sums paid to CM Designs by the customer in respect of the monthly subscription pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.
20. Data Protection and Privacy Clause
Both parties agree to comply with all applicable data protection and privacy laws and regulations. CM Designs shall use customer data only for the purpose of providing the services and shall take reasonable measures to protect the security and confidentiality of such data. However, CM Designs shall not be liable for any unauthorised access to or use of customer data by third parties, even in cases of gross negligence or wilful misconduct. In addition, CM Designs shall not be liable for mishandling customer data due to its own actions or negligence. The use of such third-party services is subject to their respective terms and conditions, and users are encouraged to review and understand the data handling and security practices of these third-party providers.
21. Confidentiality and Non-Disclosure
CM Designs acknowledges that during the provision of services, the Customer may share certain confidential and proprietary information, including but not limited to business practices, processes, and methodologies. CM Designs agrees to treat such information as confidential and not to disclose it to any third party, except as outlined below.
CM Designs shall not use this information for any purpose other than for the provision of services under this Agreement. However, CM Designs reserves the right to share information relevant to the Customer without requiring further agreement, unless a separate Non-Disclosure Agreement (NDA) is signed prior to the commencement of work, specifying restrictions on sharing such information.In the absence of a signed NDA, CM Designs has the right to share details about the services provided, including project descriptions, outcomes, or any other service-related information. The Customer agrees not to share any details, information, or materials provided by CM Designs in such cases.
22. Governing law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
If any provision of these Terms & Conditions is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified or limited to the extent necessary to make it valid, legal, and enforceable while preserving its intent as closely as possible. If such modification or limitation is not feasible, the provision will be deemed severed from these Terms & Conditions, and the remainder of the Terms & Conditions shall continue in full force and effect. The invalidity, illegality, or un-enforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms & Conditions.
This agreement has been entered into on the date stated at the beginning of it.
Accepted - with respect to Delivery means, as applicable, either (a) when the Customer advises us in writing, or (b) if it is not declined by the Customer within 72 hours after notification of the Delivery.
Business day - means a day that is not a Saturday, a Sunday, or a public holiday in United Kingdom and is 24 hours long.
Customer: Any individual or entity using the services provided by CM Designs through the website located at http://cmdes.co.uk (the "Site"). The term "You" may be used interchangeably with "Customer" to refer to the individual or entity using the services.
Delivery - means the completed design for a Task.
Fee - means the Fee applicable for the service.
User Content - means information submitted by a Customer as part of a Task including (a) a detailed description of the Task and (b) electronic files, if any, required to complete the Task.
Services, Deliverables, Tasks, Task - means a qualifying design project.
Supplier - CM Designs
Site - means http://cmdes.co.uk.
Subsidiary - means a company that is owned and controlled by CM Designs.
If you have any questions about these Terms and Conditions, you can contact us by email: email@example.com