© 2017 Designbx
By accessing or using the Website and accepting any offer by a Customer to provide any Design Services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree, then you must not visit, use or continue to use the Website and the Services.
We will, from time to time, revise and update the Terms and we will publish all such updates on our Website. All updated Terms become effective immediately upon being published on the Website.
1.1 In these Terms
(a) Additional Designer Fees means the Designer proportion of any Additional Fees to be paid by a Customer in relation to additional consultation services purchased by the Customer through the Website. The Designer proportion of any Additional Fees will be equivalent to the proportion attributable to the Designer for the relevant Project.
(b) Additional Fees means the total fees to be paid by a Customer in addition to the Fees, which relate to the purchase of any additional consultation fees with their selected Designer.
(c) Business Day means any day that Australian banks are open for business in Sydney, New South Wales.
(d) Content means all content and all intellectual property appearing on the Website which includes text, images, trade marks (registered or unregistered), graphics, photographs, designs, icons, logos and service marks, the Design Folio templates and selection of Products contained in the Product library/catalogue and the selection, arrangement and "look and feel" of all content contained on the Website;
(e) Customer means any person who opens an account with DBX and launches a Project;
(f) Design Folio means the Customer’s personalised folio accessible through the Website which include all of the components of their completed Project design;
(g) Design Folio Template means the template available on the Website which you must use to create the Customer’s final Design Folio;
(h) Design Quiz means the free and fun quiz available on the Website which helps us to understand our Customer’s preferred design styles which will help you to make appropriate offers to provide Design Services;
(i) Design Services means the design services offered by you Customers through the Website;
(j) Designer Fees means that proportion of the Fees that is payable by the Customer to the Designer in consideration for the Design Services which are held by DBX on trust for the Designer until completion of the final Design Folio and issue of the Project Invoice pursuant to this Agreement. Current Designer Fees payable on a particular Project will be notified to you with the Project offer which you will be required to opt into for each project;
(k) Designbx Gift Voucher means a gift voucher to use the Service purchased through our Website to the value stated on the gift voucher;
(l) Designer (or you) means you;
(m) Experience Questionnaire means the simple email questionnaire that the Customer is required to complete in order to access their final Design Folio;
(n) Fees means the total fees payable by the Customer to DBX representing the costs of the Services (payable to DBX) and the costs of the Design Services (payable to the selected Designer);
(o) Floorplan means a plan of the room the subject of the Project incorporating furniture placement recommendations by the selected Designer;
(p) Shopping List means the list of available Products from which the Customer can select to purchase using your Personal Shopper;
(q) Package means any package for the provision of Design Services purchased by Customer through the Website;
(r) Personal Shopper means the employee or contractor of DBX who will work with its Customers to assist and facilitate their purchase of Products pursuant to their Design Folio pursuant to the Website Terms;
(s) Personalised Style Board is the final Style Board completed by the Designer;
(t) Products means the furniture, fixtures, fittings and other household products or finishes that are purchased by Customers from the Suppliers, facilitated by their Personal Shopper;
(u) Profile means the profile created and maintained by each Designer setting out their experience, design focus and values, location, portfolio (including images) and such other information as requested by DBX to be provided;
(v) Project means a Customer’s interior design project as specified by the Customer in their Project Brief;
(w) Project Brief means the information and instructions relevant to a Customer’s Project which are provided through the Website including, but not limited to, room measurements, structural features and challenges, technical matters such as installed cabling or security, special access requirements and preferred window and flooring treatments;
(x) Project Invoice means the invoice generated by you and submitted by email to firstname.lastname@example.org for payment of the Designer Fees for a completed Project;
(y) Project Termination Fee means the fee applied by DBX to any Project which is terminated after the Design Phase has commenced, which amount reflects a true estimate of the costs to DBX of providing the Service to the Customer and the costs of the Designer in providing the Design Services up to the point of termination;
(z) Project Termination Fee Proportion means the proportion of the Project Termination Fee which may, if determined in the sole discretion of DBX, be paid to you from the Project Termination Fee, such payment being calculated by apply your Designer Fee percentage for the relevant Project to the Project Termination Fee received by DBX;
(aa) Service means the service provided to Customers and to you by DBX in connecting you to Customers through the Website and facilitating your provision of Design Services as described in these Terms;
(bb) Style Board is a feature using tools from the Website which includes a visual display of colours, finishes and products to create the Customer’s style;
(cc) Style Board Template means the templates provided by DBX which are available on the Website for use by Designers in creating Style Boards;
(dd) Setup Guide means simple and helpful tips from you to the Customer relating to the placement and installation of the Customer’s selected Products;
(ee) Supplier means the distributor of the Products;
(ff) Terms means the terms and conditions contained in this document together with any other disclaimers, policies and statements contained on our Website;
(gg) Website means the website www.designbx.com and its related pages, including any mobile site or mobile or other application that we may offer;
(hh) Website Terms means the terms and conditions contained in the document entitled Website Terms & Conditions which govern access and use to the Website and our agreement with our Customers.
2. USE AND REGISTRATION
2.1 Website use and Designer Profile
(a) To register your details and set up a Profile with us, you will be required to submit your data and personal information. You warrant and agree that all information provided to us is accurate, true and up-to-date in all respects and at all times. You also agree to update your account with any changes to your personal information previously submitted as soon as practicable after such personal information changes.
(b) In order to maintain consistency for the benefit of the Customers, DBX requires all Designers to submit particular information before their Profile will be activated. This information may include your experience, design focus and values, location, portfolio (including images), a key design tip and something personal about yourself and such other information as requested by DBX to be provided. DBX may determine, in its sole discretion, how to display your Profile information and may decide to exclude certain information without being under any obligation to provide its reasons for doing so. You acknowledge that until all requested information has been provided and reviewed by DBX, we are unable to activate your Profile.
(c) DBX may, at any time in the sole discretion of DBX, remove, destroy or de-identify any personal information or Profile data provided such removal, destruction or de- identifying of your personal information or Profile data does not affect the delivery of the Services or Design Services in respect of an active Project.
(d) If we find or suspect that a person under the age of 18 years has opened or accessed a Designer Profile without the express permission of DBX, we may cancel or restrict access to the Profile and to Services or Design Services to be delivered to a Customer. Any cancellation or restriction of Services or Design Services to a Designer or to a Design Profile in these circumstances will result in the Designer forfeiting any payments which may have been due and payable by a Customer. The Designer acknowledges that any such forfeited payment is compensation to DBX for any loss, cost or expense or damage to the DBX brand or its relationship with its Customers.
(e) DBX reserves the right in its sole discretion to refuse to register any Profile.
(f) If any Designer becomes inactive on the Website then DBX may, in its sole discretion, disable that Designer’s Profile and they will no longer have access to the Project list or the Website features and will not be entitled to submit any Style Board nor communicate with any Customer. DBX is not liable for any loss, cost or expense incurred by a Designer as a result of their Profile being disabled including any lost opportunity costs. For the purpose of this clause, a Designer will be considered to be inactive on the Website if the Designer has not submitted any Style Boards for a consecutive period of 3 months or is not, in the sole opinion of DBX, participating in good faith on the Website.
(g) A Designer may contact DBX to request that their Profile be re-activated. DBX is under no obligation to re-activate any disabled Profile.
(h) You must not behave or communicate in such a way, or share any information or data which, in the sole opinion of DBX, may be in violation of laws including privacy, harassment or discrimination, infringing rights, abusive, offensive, obscene or inappropriate, including by being vexatious, provocative, an endorsement or a solicitation.
(i) If you breach any of these Terms, we will be entitled to lock or delete any and all Profiles, and not accept any further or future account requests, by the Designer and their associates.
(j) You must not use another person’s Profile without their express prior permission nor permit anyone to use your Profile.
2.2 Unauthorised Use of your Profile
(a) You are solely responsible for all activity that occurs using your Profile, and solely responsible to keep your access to it and your passwords secure. DBX does not accept any responsibility for activity or offers made using your Profile by unauthorised access of your Profile.
(b) If you suspect or become aware of any unauthorised use of your Profile or that your passwords are no longer secure, you must immediately notify DBX and immediately take all reasonable steps to protect your Profile.
(c) When you notify DBX of your Profile being accessed without your authority or your Profile or passwords not being secure, we will immediately lock and cancel your Profile to prevent any further misuse. We will allow you to register a new Profile only after we are satisfied, in our sole discretion, that you have taken all reasonable steps to ensure that your Profile and passwords will be kept secure in the future.
(d) You agree to release and indemnify DBX from any loss or claim arising, whether directly or indirectly, from any unauthorised use of your Profile.
(a) You acknowledge that when you register and use the Website, you will receive correspondence from DBX, including newsletters, relating to the Website and the business of DBX.
(b) If you do not wish to receive these communications, you may opt-out or unsubscribe by updating your preferences in your profile or clicking “Unsubscribe” in any of our emails.
(a) You must not damage, interfere with or disrupt access to the Website or the Content or engage in any other conduct that will or may restrict or limit any other person from using or accessing the Website or the Content. You agree not to, or attempt to, circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Website or the Content within it.
(b) DBX will hold you liable for any loss, damage or claims arising, directly or indirectly, from your interference with the Website, Content, security or access to the Website or Content or in any other way prevent the usual operation of the Website and its availability to the public.
3.1 DBX content
All content and all intellectual property which includes text, images, trade marks (registered or unregistered), graphics, photographs, designs, icons, logos and service marks, the Design Folio templates and selection of Products contained in the Product library/catalogue and the selection, arrangement and "look and feel" of all content contained on the Website, is the property of DBX or third parties who have granted DBX permission to use it on the Website. All Content contained on the Website whether past, present or future and is protected by national and international copyright, design and trade mark and other laws. Your right to use the Content is limited only to those rights expressly set out in the Terms.
3.2 Limited licence to use DBX content
(a) DBX grants you a revocable limited non-exclusive licence to access, browse, use and contribute to the Website or the Content on your computer or similar device and download and use downloadable Content for the purpose of providing the Design Services through the Website to Customers.
(b) Except as expressly permitted in these Terms or on the Website, or with DBX’s prior written permission, you are expressly prohibited from modifying, copying, downloading, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or otherwise using Content available via this Website for commercial or public purposes, including but not limited to use as meta tags or linking the Website or Content on other pages or sites on the world wide web.
3.3 Content You Submit
(a) Both Customers and Designers may have the ability, through the Website, to create, post or share content, such as pictures of the Customer’s space, floor plans and household objects or, for Designers, images on their Profile or design submissions.
(b) You represent and warrant that:
(i) you own or have full rights in and to all content that you create, post or share on or through the Website;
(ii) the posting and use of all content that you create, post or share on or through the Website does not violate the intellectual property or other rights of any person, and
(iii) the creation, posting or sharing on or through the Website of any content, does not result in a breach of contract between you and a third party
(c) You grant DBX an immediate, worldwide, non-exclusive, royalty-free, transferable licence to use, modify, remove, publish, transmit, or display your content for the purpose of
(i) facilitating introductions to Customers; and
(ii) advertising, marketing and promoting the Website and the Service.
(d) DBX claims no control over any content that you create, post or share on or through the Website. You retain all intellectual property and other rights in such content and you are solely responsible for protecting those rights.
(e) DBX is under no obligation to backup any content that you submit, post or share through the Website and you acknowledge that your content may be deleted at any time. It is your sole responsibility to create and maintain a backup of your content.
3.4 Content Created by You and/or Customer
(a) The intellectual property rights in all intellectual property that
(ii) any Customer; or
(iii) you and any Customer in collaboration;
create in respect of any Project while using the Services, Design Services or the Website will vest in the Customer on delivery of the Design Folio.
(b) The Customer and all Designers grant to DBX an immediate, worldwide, non- exclusive, royalty-free, transferable licence to use, modify, remove, publish, transmit, or display your content for the purpose of advertising, marketing and promoting the Website and the Service.
4. YOUR CONTRACT
4.1 DBX administers the Website and makes available to you offers by Customer to provide Design Services through the Website. The Service provided by DBX is independent of the Design Services that you provide to Customers.
4.2 When a Customer purchases a Package, they enter into a contract with DBX for the provision of the Services as described below.
4.3 When the Customer accepts an offer by you for the provision of Design Services, you enter into a contract with the Customer for the provision of Design Services as described below.
4.4 Your contract with DBX
DBX facilitates the Design Services by providing access to and maintenance of the Website, introductory services to various Customers and access to the various features of the Website including online Design Folio templates and a library/catalogue of Products from which a Shopping List will be generated, pursuant to these Terms.
4.5 Your contract with the Customer
(a) Your contract for the provision of Design Services is a contract between you and the Customer that has accepted the offer.
(b) DBX makes available to Customers and Designers the various features of the Website which may include communication tools such as email, commenting and chat features. You acknowledge and agree that DBX is not an employer of nor an agent, broker nor insurer for either the Customer or any Designer.
5. DESIGNER OBLIGATIONS
5.1 In accessing the Website and Services, delivering the Design Services and communicating with any Customer, you agree that you:
(a) have and will maintain relevant computer knowledge and experience;
(b) have confidence in your services and with online communication and will communicate confidently online with Customers;
(c) are accustomed to working at a fast pace and presenting a well thought out, accurate and inspirational design;
(d) will read all Customer Design Briefs carefully, with attention to detail, to ensure your designs align with all Customer needs including budget.
(e) will use your skill and expertise to exceed Customer expectations every time; and
(f) will remain completely Customer focussed, respectful and solution orientated
throughout the process.
6. DELIVERING THE DESIGN SERVICES
6.1 Most Projects will be completed within two to three weeks from the Project Brief being completed by the Customer.
6.2 If the Customer’s Project consists of more than one room, additional time should be allowed for each project.
6.3 Project Brief
(a) Once a Customer has completed their Design Quiz and identified their relevant room, they will be offered a Package that is most suitable to their room type. If they have identified structural elements will need to be incorporated into their Project Brief then they may be recommended a custom Package.
(b) The Customer will then upload to their Project Brief all relevant information for their Project which may include photographs and descriptions of their space, measurements, special requests and third party images showing their preferred style.
(c) If the Customer has not provided measurements determined by a professional you may require the Customer to engage a profession to review their room or their Project, at their own cost, before ordering and installation can proceed
6.4 First Impressions Phase
(a) Once a Project Brief has been completed, a Project will be launched. Subject to clause 6.4(b), you will have access to a project list and the option to select the Projects that interest you and submit a Style Board based on the Customer’s Project Brief, style and budget.
(b) If a Customer has purchased a custom Package then the most appropriate Designer for the Project will be selected in the sole discretion of DBX and contacted directly by DBX. The Project Brief for that Project will not be listed in the project list. DBX is under no obligation to provide its reasons for selecting a particular Designer for any custom Project.
(c) After at least one proposed Style Board has been submitted by a Designer, the Project will move into the First Impressions Phase.
(d) If the customer is doing multiple rooms which aren't deemed to be a custom package, each room will be listed and treated as a separate project in the project list section of the website, and will not be allocated to one single designer unless specifically requested by the customer.
(e) You must use the Style Board Template and library/catalogue of Products, available on the Website, to create your proposed Style Board.
(f) The Customer may wish to see variations or amendments to a proposed Style Board. Customers may, on no more than three occasions for each Designer, provide comments and feedback either publicly or privately in relation to your Style Board. This communication will occur directly with the Customers through the Website. No direct or indirect communication outside the Website may be made with any Customer, regardless of whether or not you have pitched for their Project.
(g) On receipt of Customer comments or feedback in respect of your proposed Style Board, you must make appropriate variations and re-submit a new version of the proposed Style Board through the Website.
(h) All Customer feedback and comments must be completed within five Business Days after commencement of the First Impressions Phase. Accordingly, it is your sole responsibility to respond to Customer comments and feedback in a timely manner and prior to the expiration of the First Impressions Phase.
(i) At the expiration of five Business Days after commencement of the First Impression Phase, the Project will then move into Acceptance Phase described below
6.5 Acceptance Phase
(a) The First Impressions Phase will be completed at the expiration of 5 Business Days. The Acceptance Phase will then commence.
(b) Within 48 hours after the expiration of the First Impressions Phase, the Customer must select a Designer for their Project. The selection by a Customer of a Designer for their Project is not confirmation that the Designer will work on that Project but is an offer by the Customer to the Designer.
(c) If you are the selected Designer for a Project, when you accept the Customer’s offer, the contract between you and the Customer commences.
(d) You are required to accept or reject a Customer offer within 48 hours of the offer being made.
(e) If a Customer fails to select a Designer, or if a Designer fails to accept an offer, within the timeframes specified at clauses 6.3(b) and 6.3(d) respectively, then DBX may in its sole discretion contact the Customer and/or Designer to facilitate the agreement and progress the matter.
(f) If a Customer has not selected a Designer within 30 days after the completion of the First Impressions Phase then DBX may in its sole discretion place the Project on hold and may contact the Customer to progress the matter. The Project may, at the discretion of the Customer or DBX, be cancelled.
6.6 Design Phase
(a) Once you have been selected as the Designer for a Project and you have accepted the offer, the Project will move into the Design Phase during which time you and the Customer will work together to finalise the Project.
(b) You will develop and deliver to the Customer through the Website a final Style Board, Floorplan, Shopping List and Setup/installation Guide.
(c) The Style Board must be developed based on your proposed Style Board and using the Product library/catalogue to place Products and make variations. It is your sole responsibility to ensure that Products selected by you fit within the Customer’s budget. You must also ensure that all suggested Products and the placement of same are suitable for the room taking into consideration all elements of the Project Brief including room challenges or issues such as fixed services (i.e, electrical wiring, plumbing, air conditioning pipework etc)or the Customer’s special needs such as special access.
(d) Once you have completed your Style Board you must submit it to the Customer through the Website. Completion of your Style Board will automatically finalise the Shopping List which will also be submitted to the Customer.
(e) Using your own standard software and process, you must prepare a Floorplan for the Customer. The Floorplan must be submitted to the Customer by uploading your Floorplan as an image file to the Website and pin comments on the items on your Floorplan for the Customer to review.
(f) You must also prepare a Setup/Installation Guide which contains helpful tips from you to the Customer regarding the recommended setup of your design.
(g) The Customer may make no more than 3 change requests for each item and is encouraged to correspond with you through the Website to provide feedback to assist in any change requests. It is your sole responsibility to correspond with the Customer to understand their needs and to make variations relevant to and corresponding with such needs.
(h) You must respond to each change request by submitting an amended Style Board or Floorplan renamed for each version/amendment (as the case requires).
(i) If a Customer requests more than 3 change requests you must notify DBX through the Website and we will liaise with the Customer to facilitate the finalisation of the Design Phase in a timely manner.
(j) Prior to completion of the Design Phase, the Customer must provide their approval of each element of the Style Board and Floorplan. Once approval has been received from the Customer, that element will not be further changed unless you determine that there are exceptional circumstances and you agree to a further change.
(k) The Design Phase will expire at the earlier of:
(i) Customer acceptance of each element of the Style Board, Furniture and Homewares Schedule, Floorplan; and
(ii) 10 Business Days after commencement of the Design Phase.
(l) If you and the Customer cannot reach agreement on any element of the Style Board or Floorplan before the expiration of the Design Phase, then DBX may in its sole discretion contact the Customer and/or you to facilitate the agreement and finalise the matter.
6.7 Final Folio Design
(a) Within 4 Business Days after completion of the Design Phase, you must prepare and deliver to the Customer the final Design Folio. The final Design Folio must be prepared using the Design Folio Template available on the Website and must include all key elements of the Project design.
(b) You acknowledge that the final Design Folio will be downloadable by the Customer as a printable pdf. On delivery of the final Design Folio all intellectual property in the final Design Folio passes to the Customer pursuant to this Agreement.
6.8 Personal Shopper
(a) The Customer has access to a Personal Shopper to facilitate the Customer’s purchase of the Products selected from the Shopping List.
(b) If any of your selected Products are unavailable, then DBX may request that you suggest a substitute Product which is aligned with the Customer’s final Design Folio. You must take all reasonable steps to ensure that your suggested substitute Product is suitable for the room and Project and corresponds with the Customer’s budget.
(a) Once you have submitted the final Design Folio to the Customer you must prepare and submit to DBX via email at email@example.com your Project Invoice for the Designer Fees for the relevant Project.
(b) You are only entitled to the Designer Fees notified to you prior to your acceptance of a Project.
(c) Your contract for the Project is with the Customer and should reference the customer number. DBX will hold your Designer Fees on trust for you pending completion of the Project and receipt of a valid Project Invoice.
(d) DBX will pay any undisputed Project Invoice on the next fortnightly payment run occurring after receipt of your Project Invoice.
(e) Additional services may be available for purchase by the Customer including additional consultation time with you. At the completion of the additional consultation period you must prepare and submit to DBX through the Website your invoice for the relevant Additional Designer Fees. Any undisputed invoice for Additional Designer Fees will be paid by DBX on the next fortnightly payment run occurring after receipt of your invoice.
(f) All Fees and Designer Fees are charged in Australian dollars and are exclusive of any applicable tax.
7.2 Cancellation and Refunds
(a) A Project can be cancelled by a Customer, or at the discretion of DBX pursuant to these Terms, prior to the commencement of the Design Phase. No Designer Fees are applicable to a cancellation of a Project prior to the commencement of the Design Phase.
(b) If a Project is terminated by DBX after commencement of Design Phase then a Project Termination Fee will be imposed on the Customer. You will be entitled to receive a proportion of the Project Termination Fee equivalent to the proportion of Fees that you were entitled to for the Project.
8.1 Communication with Customers
(a) You acknowledge that you can communicate, through the Website, with Customers.
(b) Neither the Customer nor the Designer is permitted to
(i) send unsolicited marketing messages or broadcasts (i.e. spam)
(ii) offer services outside of the Website;
(iii) offer any payment method outside the Website; or
(iv) accept proposals or solicit any Customer to contact, deliver services, invoice, or receive payment outside the Website.
(c) You must not accept any offer from a Customer to cancel a Project or Package for the purpose of contracting separately with you outside the Website.
(d) Customers are not permitted, for a period of 6 months after the completion of each Project, to contact, or attempt to contact, solicit, encourage or entice any Designer to work with them outside of the Website for the provision interior design services.
(e) You warrant that you will not, for a period of 6 months after the completion of each Project, contact, or attempt to contact, solicit, encourage or entice any Customer to work with you outside of the Website for the provision interior design services.
(f) DBX will utilize any means possible to block spammers and abusers from using the Service. If you believe spam originated from the Service, please email us immediately at firstname.lastname@example.org
9. CHANGES TO THE TERMS & WEBSITE
9.1 We may from time to time revise these Terms by posting an updated version on the Website. All updated Terms become effective immediately upon being published on the Website. Your continued use of the Service after a change to the Terms constitutes your acceptance of the Terms.
9.2 If any changes to our Terms has a significant impact on any contract between you and DBX or you and any Customer, DBX will notify you of the changes and give you the opportunity to cancel your contract pursuant to clause 7.2. For the purpose of this clause, a ‘significant impact’ means any increase in cost or timeframe for a Project of more than 10% of the original cost and timeframe.
9.3 We may change, suspend, or discontinue any aspect of the Website or Service at any time, including hours of operation or availability of the Website or any feature, without notice or liability.
10.1 You warrant that you have the authority and power to be bound by these Terms and enter into the contract with DBX to provide the Design Services.
10.2 If you are acting on behalf of a company, trust, partnership or other entity, you warrant that you have the authority to bind that entity to these Terms and to the contract with DBX for the provision of the Design Services.
10.3 Certain Services, Content or the Website may not be available or appropriate to access in particular locations. By accessing and using the Website you take full responsibility for compliance with any customs or law regulating your use or access of the Website and its content and you warrant that, if you continue to access or use the Website, that you are authorised to do so.
11. THIRD PARTIES
11.1 The Website may contain links to third party websites or content (Third Party Content). DBX
does not monitor, review or update, and does not have any control over, Third Party Content. Unless expressly stated otherwise, DBX does not endorse or adopt Third Party Content and makes no representation, warranty or guarantee as to accuracy, completeness, timeliness or reliability of Third Party Content or the safety of any third party website.
11.2 We take all reasonable steps to monitor all content on the Website to ensure that it is not offensive, indecent or objectionable however you acknowledge and agree that by accessing the Website, you may encounter data, information, applications, materials and other content from third parties, DBX and Designers which may be offensive, indecent, or objectionable.
11.3 You agree to use the Website at your own risk and acknowledge that DBX is not liable for any loss, cost or expense nor for any claim brought by or on behalf of you relating to any Website content that may be found to be offensive, indecent, or that is inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor quality or otherwise objectionable.
11.4 If you use the links contained on our Website to access Third Party Content you do so entirely at your own risk and liability. In addition, without limiting any other part of the Terms, reference to any products, services, processes or other information by name, trade mark, manufacturer, supplier or otherwise on or via the Website does not constitute or imply any endorsement, sponsorship or recommendation by DBX.
12. CONDITIONS OF USE
12.1 Your access and use of the Website is expressly conditional on the following:
12.2 You may access the Website solely as intended through the provided functionality of the
Website and as permitted under the Terms.
12.3 You agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Service without DBX's prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following without DBX's express written consent:
altering, defacing, mutilating or otherwise bypassing any approved software through which the Service is made available; and
using any trademarks, service marks, design marks, logos, photographs or other content belonging to DBX or obtained from the Service.
12.4 You agree not to bypass, circumvent, damage or otherwise interfere with any security or other features of the Website designed to control the manner in which the Service is used, harvest or mine Website content or otherwise access or use the Website in a manner inconsistent with individual human usage.
12.5 You agree not to undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Website and the Service, including any Website content available on or through the Website, or attempt to do any of the foregoing, except and solely to the extent permitted by the Terms, the authorized features of the Website, or by law, or otherwise attempt to use or access any portion of the Website other than as intended by DBX.
12.6 You agree not to use, display, mirror, frame or utilize framing techniques to enclose the Website, including any Website content available on or through the Website, or any portion thereof, through any other application or website, unless and solely to the extent DBX makes available the means for embedding any part of the Website or Website Content.
12.7 You agree not to access, tamper with, or use non-public areas of the Website, DBX's (and its hosting company's) computer systems and infrastructure, or the technical delivery systems of DBX's providers.
12.8 You agree not to harass, abuse, harm or advocate or incite harassment, abuse or harm of another person or group, including DBX employees and other users.
12.9 You agree not to provide any false personal information to DBX or any other user, or create a false identify or impersonate another person or entity in any way.
12.10 You agree not to create a new account or Profile with DBX, without DBX's express written consent, if DBX has previously disabled an account or Profile of yours.
12.11 You agree not to solicit, or attempt to solicit, personal information from other users.
12.12 You agree not to restrict, discourage or inhibit any person from using the Website, disclose personal information about a third person on the Website or obtained from the Website without the consent of such person, or collect information about users.
12.13 You agree not to use the Website or the Service, without DBX's express written consent, to communicate or facilitate any commercial advertisement or solicitation, except as expressly permitted in the Terms.
12.14 You agree not to gain unauthorized access to the Website or the Service, to other users' accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service.
12.15 You agree not to post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Website.
12.16 You agree not to interfere with or disrupt the Website, or networks or servers connected to the website, or violate the regulations, policies or procedures of such networks or servers.
12.17 You agree not to violate any applicable federal, state or local laws or regulations or the terms.
12.18 You agree not to assist or permit any persons in engaging in any of the activities described above.
13. NO WARRANTIES
13.1 The Website and Content are provided "as is" without warranty of any kind, express or implied. Except to the extent required by the law, DBX does not make any representations or warranties as to the Website, including but not limited to, warranties of merchantability and fitness for a particular purpose, title, non-infringement, security, informational content, system integration or accuracy and the express warranty of quiet enjoyment or as to the accuracy or suitability of information, descriptions, guidelines and images on the Website including colour, design and texture samples, descriptions of any materials or products, services, offers, merchants or any other information shown on the Website.
13.2 DBX does not represent or warrant that the Website or its server(s), applications or functionalities are free of viruses or other harmful components, and you bear the entire risk of losses or damages that you may incur or suffer as a result of any use of or visit to this Website. DBX does not guarantee continuous, uninterrupted, error-free or secure access to the Website or its services, since the operation of the Website may be interfered with by numerous factors outside of DBX’s control.
14. LIMITATION OF LIABILITY
14.1 Except to the extent required by the law or as is expressly set out in the Terms, DBX specifically disclaims all or any liability arising from your access to or use of the Website and Website Content, delivering any Design Services and engaging with any Customer to provide Design Services and in no event will DBX, its subsidiaries, affiliates, officers, directors, shareholders, employees or agents be liable for any loss or damage of any kind, including indirect, incidental, consequential, punitive, or special damages or any loss of use, loss of profits or loss of data, whether in an action in contract, tort, strict liability or otherwise (including but not limited to negligence), arising out of or in any way connected with those matters (even if DBX has been advised of the possibility of such damages).
14.2 In any event, DBX’s total liability to you for damages, losses, and causes of action (whether in contract or tort (including, but not limited to, negligence) or otherwise) will not exceed the amount paid by you, if any, for accessing the Website.
14.3 DBX’s liability for breach of any condition or warranty implied by legislation is, at DBX’s option, limited to supplying services again or payment of the cost of having services supplied again.
14.4 You release and forever discharge DBX, its officers, employees and agents from all and any loss, damage or liability (including indirect, special or consequential) excluded under these Terms, including from any third party claim, except to the extent that any legislation applies and cannot be lawfully excluded.
15.1 You indemnify and will keep indemnified, DBX and its subsidiaries, affiliates, officers, directors, agents, shareholders, employees or agents and will hold us harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of the Terms, or your violation of any law or the rights of any party. You also indemnify and will keep indemnified DBX from any and all damage you may cause DBX, its business, or the Website due to your interaction with the Website including without limitation your contributions, if any to the Website.
15.2 You indemnify and will keep indemnified and hold harmless DBX, its officers, employees and agents against any loss or damage of any kind that is either excluded under the Terms, including from any third party claim, for any property or injury to or death of any person, or caused as a result in any way by a breach by you of the Terms, any negligent act or omission or willful misconduct of yours or any claim, suit or action brought against DBX as a result of your ordering, booking and receiving any services or programs.
15.3 This clause contains continuing separate obligations and it survives termination.
16.1 We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service (including, without limitation, Customers and third party partners (including furniture or design item suppliers)). However, to the extent disputes between users arise in connection with the use of the Service, DBX reserves the right, in its sole and exclusive discretion, to mediate between the subject users to an effort to resolve the dispute. This includes disputes between Customers and Designers.
16.2 You assume all risk associated with dealing with third parties through the Website including but not limited to any risks associated with providing Design Services to any Customer, including all risks of physical or emotional injury or harm resulting or arising out of the provision of Design Services.
16.3 You agree to resolve disputes directly with the other party.
16.4 In circumstances where a dispute has arisen between you and a Customer in relation to the quality of work, communication issues or related matters, DBX may, in its sole discretion, facilitate a resolution to the dispute by adjudicating the dispute. The following terms will apply:
(a) If DBX determines that you have provided insufficient work quality or if you are found to be at fault in relation to other matters then DBX may offer for the Project to be delivered by an alternative Designer or may, in exceptional circumstances and determined solely by DBX, allow the Project to be cancelled.
(b) If any Project is cancelled in these circumstances, a Project Termination Fee will apply and will be withheld by DBX prior to refunding the balance of the Fees to the Customer.
(c) If any Project is cancelled in these circumstances, you may, in the sole discretion of DBX and after taking into consideration the circumstances of cancellation, be paid a portion of the Project Termination Fee in consideration for your services.
(d) You acknowledge that you have no entitlement to receive the Project Termination Fee Proportion and DBX has the sole right to determine whether it should be paid on a case by case basis. DBX is under no obligation to provide its reasons for deciding on whether you should receive the Project Termination Fee Proportion for any Project.
(e) If the Project is delivered by DBX to an alternative Designer to complete, you will not be entitled to any portion of the Designer Fee nor any Project Termination Fee Proportion.
(f) You acknowledge and agree that you have no claim against DBX for any loss, cost, expense or lost opportunity arising from any cancelled Project.
16.5 You release DBX of all claims, demands, and damages in disputes with third parties you have dealt with through the Website or the Service.
17.1 DBX reserves the right, without notice and in its sole discretion, to restrict or terminate your ability to use the Website, and to limit, block or prevent access to and use of this Website, including access to and use of your Profile or Projects, without any liability to you. Failure by you to abide by the Terms revokes your authorisation to use the Website and its services, including any licence granted.
17.2 DBX reserves its right to refuse service, terminate an order or change or remove the Website or Service at its sole discretion and will not be liable for any damages, loss or expenses of any kind, including indirect or consequential loss or damage, suffered or incurred by you in any way (including due to negligence) as a result of refusal, termination, change or removal, or in connection with your reliance on the Service in any way, other than a refund that is expressly permitted under the Terms.
18. INTELLECTUAL PROPERTY
18.1 You acknowledge that DBX is the owner or licensee of all intellectual property rights in the Website and all works and designs therein and nothing in these Terms grants or gives you any intellectual property rights in the Website, works or designs, which to avoid doubt are absolutely assigned to DBX.
18.2 You acknowledge and agree that all information and materials accessed by you in the delivery of the Design Services are the sole property of DBX. You are not permitted to use, distribute or in any manner share any materials or information received by you from DBX or any other party in the delivery of the Design Services or use of the Website.
18.3 Upon contributing or providing content of any kind to the Website, including via third party sites such as Facebook or Twitter, you immediately grant DBX a licence to use it for the purpose for which it was given and for our reasonable promotional or marketing purposes relating to the Website and you acknowledge that this clause is sufficient to give effect to the licence. You acknowledge that any contribution you make to the Website or via other sites, does not in any way give you a right, title or interest in the Service or the Website and you warrant to DBX you have all necessary rights, including copyright, in the content you are contributing and have not granted any rights inconsistent with any rights granted under these Terms. You warrant that any content contributed by you is not unlawful, defamatory, false or misleading, in violation of laws including privacy, harassment or discrimination, infringing rights, abusive, offensive, obscene or inappropriate, including by being vexatious, provocative, an endorsement or a solicitation and there is currently no claim or dispute with any party about any ownership or use of it.
18.4 All material published on the Website may, at DBX’s sole discretion, be edited, removed or republished for any reason whatsoever.
19.1 DBX is not an employment service and does not serve as an employer of any Designer.
19.2 No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement or any terms herein. Without limiting the foregoing, except as expressly set forth herein, DBX is not acting and does not act as an agent for any user (Designer or otherwise) of the Website. No Designer or any other user of the Website has any authority to bind or commit DBX to any agreements or other obligations, except with DBX's prior written consent which may be granted or withheld at the sole discretion of DBX.
19.3 Unless otherwise expressly stated, these Terms prevail over any representation made on the Website or by DBX’s staff and personnel or any third party.
19.4 If either party fails to do anything it is entitled to under these Terms that does not amount to a waiver of that right. Any waiver or variation must be in writing.
19.5 If any clause or part of a clause is illegal or unenforceable, it is to be treated as removed, but the rest of this document is not affected. Any references to a party include their agents, officers, employees or assigns. These Terms are interpreted under and governed by laws and jurisdiction of the courts of New South Wales.
19.6 These Terms are an original work protected by copyright and cannot be copied or reproduced without permission in accordance with any applicable copyright laws.