COLUTO LTD
    TERMS AND CONDITIONS
     
    1. Definitions

    Business Day:

    a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

    Charges:

    the charges payable to us for supply of the Services, as set out in the price list on our website.

    Contract:

    the contract between you and us for the supply of the Services, constituted of these Terms and Conditions, and the Contract Details.

    Contract Details:

    the confirmation of your Subscription, provided after you have paid the Charges for the relevant Subscription Tier.

    Customer Materials:

    all materials, equipment and tools, drawings, specifications and data supplied by you to us.

    Designs:

    all documents, products and materials developed, on your instruction, by us or our agents, subcontractors and personnel pursuant to Approved Design Requests as part of or in relation to the Services, including, without limitation, the products of the Services.

    Design Request:

    a request by you for us to create a specific design pursuant to and in accordance with the Contract.

    Intellectual Property Rights:

    copyright, rights in designs, trade marks and service marks, patents, rights to inventions, moral rights, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    Services:

    design services provided by us pursuant to the Contract, including, without limitation, as further detailed in your Contract Details and any Approved Design Requests.

    Subscription Start Date:

    the date your Subscription starts, as set out in the Contract Details.

    Subscription Tier:

    the relevant level of Subscription and Services made available pursuant to that level of Subscription as set out on our website.

    Coluto IPRs:

    any and all pre-existing Intellectual Property Rights subsisting in materials supplied by us which may be used in providing the Services.
    2. Commencement and term
    2.1 Please read these Terms and Conditions carefully before purchasing a Subscription and using the Services. By purchasing a Subscription and using the Services you confirm that you accept these Terms and Conditions and that you agree to comply with them. If you do not agree to these Terms and Conditions, you must not purchase a Subscription or access the Services.
    2.2 We may update these Terms and Conditions from time to time for any reason by posting the updated version to our website (Website). Each time you use the Services, you are deemed to have accepted the latest version of these Terms and Conditions in place at that time. It is your responsibility to check the Website for any updates to these Terms and Conditions each time you use the Services.
    2.3 These Terms and Conditions will continue to apply until the Contract is terminated or expires.
    3. Supply of services

    3.1

    The Services are only available via a paid Subscription. We will provide the Services to you from the Subscription Start Date in accordance with the Contract.

    3.2

    From the Subscription Start Date, you may request the Services in accordance with the terms of your Subscription by raising a Design Request. We reserve the right to accept or refuse a Design Request. We will respond to you in writing to confirm our acceptance or refusal of each Design Request. If a Design Request is accepted (Accepted Design Request), we will provide an estimated turnaround time. We will use reasonable endeavours to meet any estimated turnaround times, but for the avoidance of doubt, these are provided as estimates only time of delivery is not of the essence of the Contract.

    3.3

    We will complete Accepted Design Requests in the order in which they are listed by you. For the avoidance of doubt, a Design Request contained higher in the list will have priority over one lower down the list.

    3.4

    We reserve the right to divide large Design Requests into smaller parts and deliver such Design Requests to you in stages. We will inform you in writing if this is the case.

    3.5

    Designs will be provided to you in the format agreed between the parties.

    3.6

    You may request revisions to the Designs (Revisions). The number of Revisions you may request is unlimited, provided that your Subscription remains active during the time required for any such Revisions to be made. We will provide you with a new estimated turnaround time for any such Revisions. For the avoidance of doubt, it may be necessary for you to purchase a further month(s’) Subscription in order for Revisions to be completed.

    3.7

    We will comply with all applicable laws and regulations from time to time in force in relation to the Contract and the provision of the Services.

    3.8

    Our Website is directed to people residing and/or companies registered in the United Kingdom. We do not represent that content available on or through our website or any or all of the Services is appropriate for use of available in other locations.
    4. Subscription

    4.1

    The Subscription Tiers, and the Service or parts of the Service which you will be able to access as part of each Subscription Tier are set out on our Website.

    4.2

    Your Subscription will start on the Subscription Start Date set out in the Contract Details. You may pause or cancel your Subscription at any time, via your customer dashboard on our third party payment provider(s) platform, provided that you do so before the date of payment for your next billing period. If you choose to pause your Subscription, the remaining days may be used at any later date by reactivating your Subscription. If you cancel your Subscription, your Subscription will stop at the end of the current Subscription month.

    4.3

    We reserve the right to amend the Service or parts of the Service which are provided as part of each Subscription Tier from time to time for any reason.
    5. Charges and Payment

    5.1

    You may purchase a Subscription via our website. Your payments will be processed by our third party payment provider(s) and will be subject to that third party’s terms and conditions. It is your responsibility to ensure that you are comfortable with any such terms and conditions before proceeding with your payment.

    5.2

    The Charges for each Subscription Tier are set out in the price list on our website. You will be billed the Charges for your Subscription on a recurring monthly basis on the first day of each billing period, commencing on the date of your first Subscription payment. You authorise us (via our third party payment provider(s)) to charge your payment method the relevant Charges on such basis. It is your responsibility to provide accurate and complete billing information.

    5.3

    At the end of each period, your Subscription will automatically renew under the same terms and conditions unless you pause or cancel your Subscription.

    5.4

    All amounts due to us under the Contract must be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If you fail to make any payment due to us under the Contract by the due date for payment, then, without limiting any other remedies we may have under the Contract, we may suspend all Services until payment has been made in full.

    5.5

    We reserve the right to amend the Subscription Charges from time to time. Any such amendments to the Subscription Charges will become effective at the end of the then-current Subscription period.

    5.6

    Except where required by law, paid Subscription Charges are non-refundable.
    6. Your obligations

    6.1

    You will co-operate with us in all matters relating to the Services and provide in a timely manner such information as we may require, and ensure that it is accurate and complete in all material respects.

    6.2

    If our performance of our obligations under the Contract is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, we will not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay, be entitled to payment of the Charges despite any such prevention or delay, and be entitled to recover any additional costs, charges or losses we sustain or incur that arise directly or indirectly from such prevention or delay.
    7. Data protection.
    We will comply with all applicable data protection laws and regulations. It is your responsibility to ensure that you comply with all applicable laws and regulations, including without limitation data protection laws and regulations.
    8. Intellectual property

    8.1

    We and our licensors will retain ownership of all Coluto IPRs. You and your licensors will retain ownership of all rights in the Customer Materials.

    8.2

    We will create the Designs of any Approved Design Requests on your instructions and in accordance with the Contract. All such Designs and the Intellectual Property Rights therein (excluding any Coluto IPRs), will be owned by you. We hereby assign to you absolutely all Intellectual Property Rights, and all other rights subsisting in the Designs, whether now known or created in future, to which we are now or at any time in future may be entitled by virtue of the laws in force in any part of the world, in each case in perpetuity.

    8.3

    You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the purpose of providing the Services to you in accordance with and for the term of the Contract.

    8.4

    In the event that you require us to incorporate into the Designs any fonts or other item(s) which are not owned by us and require a commercial licence in order for you to legally reproduce, distribute, display or otherwise use the Designs, we will inform you in writing that you will need to purchase a licence for such item(s) from the rights holder(s) of such item(s) in order to legally reproduce, distribute, display or otherwise use the Designs. You are responsible for the purchase and management of any such licence and the payment of all associated fees.

    8.5

    We warrant that the Designs will be original and will not be copied wholly or substantially from any other work and will not knowingly infringe the rights of any third party.

    8.6

    You will indemnify and keep us indemnified against any action or claim brought against us for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by us.

    8.7

    Unless otherwise agreed between the parties, we reserve the right to share copies of the Designs (provided that this does not involve the disclosure of any confidential information) as examples of our work on our Website and/or in any of our marketing materials distributed via any channels.

    8.8

    We will take reasonable care of all Customer Materials in our possession, and make them available for return to you on reasonable notice and request, provided that we may delete the Customer Materials a reasonable period after termination or expiry of the Contract.
    9. Limitation of liability

    9.1

    We, our agents, subcontractors, consultants or employees will not be liable to you or any third party for the following types of loss or damage: loss of profits, loss of actual or anticipated sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or business reputation, and indirect or consequential loss, provided that nothing in the Contract will limit any liability which cannot legally be limited.

    9.2

    Our total liability to you for all other loss or damage will not exceed the total Charges paid for the Services under the Contract.

    9.3

    Nothing in this will limit your payment obligations under the Contract.

    9.4

    You must notify us if you intend to make a claim in respect of an event in relation to the Contract within 6 months of the day on which you became, or ought reasonably to have become, aware of the event having occurred. Notice must be given in writing and must identify the event and the grounds for the claim in reasonable detail. If you do not provide such notice, we will have no liability for that event.

    9.5

    We do not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform access to the Website. You should use your own virus protection software.
    10. Termination

    10.1

    Without affecting any other right or remedy available to it, we reserve the right to terminate or suspend your Subscription, in whole or in part:

    a)

    if you fail to pay any amount due under the Contract on the due date for payment;

    b)

    at any time if we reasonably believe you have breached any of the terms of the Contract, if we providing the Service or any material component thereof, or as we reasonably believe necessary to comply with applicable laws; or

    c)

    upon reasonable notice to you for any other reason.

    10.2

    You may terminate the Contract by cancelling your Subscription in accordance with clause 4 (Subscription).

    10.3

    On termination of the Contract for whatever reason:

    a)

    in respect of Services supplied but for which no payment has been made, we may submit an invoice, which will be payable by you immediately on receipt;

    b)

    any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract will remain in full force and effect; and

    c)

    termination or expiry of the Contract will not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    11. General

    11.1

    Force majeure. Neither party will be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

    11.2

    Assignment and other dealings.

    a)

    you may not assign your rights and obligations under the Contract without our prior written consent.

    b)

    we may assign, transfer, charge, subcontract, or deal in any other manner with any or all of our rights under the Contract.

    11.3

    Confidentiality.

    a)

    Each party undertakes that it will not at any time during the Contract, and for a period of 2 years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except that each party may disclose such confidential information:

    i.

    to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract, under an equivalent duty of confidentiality; or

    ii.

    as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    b)

    Neither party will use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

    11.4

    Entire agreement.The Contract constitutes the entire agreement between the parties relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty that is not set out in the Contract.

    11.5

    Variation. No variation of the Contract will be effective unless it is in writing, which may include via email.

    11.6

    Waiver. Any failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy.

    11.7

    Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any such modification to or deletion of a provision or part-provision will not affect the validity and enforceability of the rest of the Contract.

    11.8

    Notices.

    a)

    Any notice or other communication given to a party under or in connection with the Contract must be in writing and may be given via email sent to the address specified in the Contract Details.

    b)

    If you need to contact us, you can do so via email at: hello@coluto.io

    11.9

    Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

    11.10

    Governing law and Jurisdiction. The Contract will be governed by and construed in accordance with the law of England and Wales, and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.