By submitting your domains names for sale on the Brandpa marketplace, you agree to the following Terms and Conditions:
1. ABOUT US
1.1 Brandpa Limited, company number 08822478 (“we” and “us”) is a company registered in England and Wales with its registered office at Sadler Bridge Studios, Bold Lane, Derby, Derbyshire, DE1 3NT, England. Our VAT number is 177640777. We operate the website brandpa.com (“Website”).
2. OUR CONTRACT WITH YOU
2.2 The terms of the Agreement apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 The Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
3. SALE OF DOMAIN NAMES
3.1 Please follow the onscreen prompts within the Website in order to sell your domain names (“Services”) to Buyers. You may only sell Services using the method set out in the Brandpa marketplace. We reserve the right to check the quality and suitability of the Services for use on Brandpa marketplace and may reject your Services at our sole discretion, without having to provide any reasons for this.
3.2 Each sale of Services completed via the Brandpa marketplace forms a binding legal agreement to sell the Services to the Buyer subject to the terms of the Agreement.
3.3 Sellers who refuse to complete sales transactions with Buyers shall have their account removed from the Brandpa marketplace and Website.
3.4 After a Buyer places an order, you will receive an email from us acknowledging that we have received the Buyer’s order, but please note that this does not mean that the order has been accepted. Acceptance of the Buyer’s order will take place as described in clause 3.5.
3.5 Acceptance of any order takes place when we send an email to you stating that the order has been accepted (“Order Confirmation”), at which point and on which date the agreement between you and us will come into existence. The agreement will relate only to those Services confirmed in the Order Confirmation.
4. USE OF THE WEBSITE
4.1 Any descriptions or illustrations on our Website are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Agreement or have any contractual force.
4.2 We reserve the right to amend the Services, Website and Brandpa marketplace if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
4.3 We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to provide the Services by such dates will not give you the right to terminate the Agreement.
5. YOUR OBLIGATIONS
5.1 It is your responsibility to ensure that: (a) the Services are complete and accurate; (b) you co-operate with us in all matters relating to the Services; (c) you provide us with such information and materials we may reasonably require in order to supply the Services to Buyers, and ensure that such information is complete and accurate in all material respects; (d) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to be made available on the Website; and (e) you comply with all applicable laws.
5.2 If our ability to provide the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (“Your Default”): (a) we will be entitled to suspend provision of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the provision of the Services, in each case to the extent Your Default prevents or delays provision of the Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 13; (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide the Services; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
5.3 You agree to keep your email address up-to-date, so that you can be contacted in the event of an offer or sale. You can update these details yourself, inside the settings area of your account. If your email address becomes unavailable, or we do not receive a timely response to an offer or sale, we reserve the right to disable your account and remove your Services from the Website and Brandpa marketplace.
5.4 Where we allow you to work together with a registered designer (“Designer”) to use a logos for sale together with the Services, both parties must comply with the Brandpa Rules for Design Projects or they will be barred from using the Brandpa marketplace and Website.
6.1 You authorise us to collect all payments from Buyers for the sale of Services via the Website. We will credit your account with your commission for each sale (“Commission”).
6.2 We shall calculate Commission in accordance with the Brandpa commission structure published on our Website at the time of each sale of Services.
6.3 Commission amounts may change from time to time, but changes will not apply to any Services that a Buyer has already placed an order for.
6.4 Commission is exclusive of VAT. Where VAT is payable in respect of some or all of the Services we shall deduct these amounts, at the applicable rate, from the payments we receive from a Buyer before we pay you Commission.
7.1 Commission is paid in arrears after we have received payment from Buyers for the Services purchased and the ownership of the Services to the Buyer has been completed and verified. However, where a Buyer chooses to pay for Services by instalments, we will pay Commission in accordance with the Brandpa selling domains via instalments structure published on our Website at the time of each sale of Services in instalments.
7.2 Payments are made in accordance with and in the manner chosen by you in the settings of your Brandpa account. You must provide us with correct and up to date payment details at all times. You are liable for all expenses and currency conversion charges incurred when we make any payments to you.
7.3 Where we do not receive payment of any fees for Services provided by you and sold to Buyers for any reason, no Commission shall be payable to you.
8.1 By submitting any Services to us for sale via the Website, you agree that we are the exclusive seller of those Services for as long as they are listed on our Website. Completing a sale of any submitted Services outside of the Website is strictly prohibited.
8.2 If you decide to remove any submitted Services from the Brandpa marketplace, those Services will remain listed on the Brandpa marketplace for a further 30 days, during which time the terms of this Agreement continue to apply unaffected.
8.3 If any sale of submitted Services is completed outside of the Brandpa marketplace, you shall be liable to pay us the fees we would otherwise have received from the Buyer at the applicable rate, as if the sale had taken place via the Website.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights in or arising out of or in connection with use of the Website and the Brandpa marketplace will be owned by us.
9.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence during the term of the Agreement to use the Brandpa marketplace via our Website for the purpose of providing Services to Buyers. You may not sub-license, assign or otherwise transfer the rights granted in this clause.
9.3 You agree to grant us a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free, licence to copy and modify any materials provided by you to us for the term of the Agreement for the purpose of providing the Services to Buyers.
9.4 When you list a domain name for sale on the Website you warrant that: (a) you are the legal owner of that domain name; (b) you have the right to sell the domain name; and (c) that the domain name does not infringe the intellectual property rights of any third party. Before listing a domain name for sale, you are responsible and liable for conducting the necessary research to ensure that the domain name you are selling does not infringe the intellectual property rights of any third party. If a domain is found to potentially conflict with an existing trademark, that domain name may be removed from the Brandpa marketplace until legal clarification has been obtained. We reserve the right to remove any domains from the Brandpa marketplace which may infringe or violate the proprietary rights of any third party.
9.5 The copyright for all logos offered for sale via the Website is owned by the designer (“Designer”) until a design is approved and final assets are provided by the Designer. At that point, the copyright for the approved design is transferred to us. You cannot use or resell designs completed by the Designer (nor they can use the approved logos in the personal portfolios). When a domain name is purchased via the Brandpa marketplace by a Buyer, the copyright for the logo is transferred from us to the domain’s new owner. Logos developed in the Brandpa marketplace cannot be used on other online or offline marketplaces or websites unless the domain name was sold via the Website.
10. PERSONAL DATA
10.1 We will use any personal data you provide to us to: (a) facilitate sales of your Services to Buyers; (b) facilitate designs of logos with Designers; (c) process payments of Commission to you; and (d) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
11. LIMITATION OF LIABILITY
11.1 Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.2 Subject to clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.
11.3 Subject to clauses 11.1 and 11.2, our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Commission paid for the affected Services under the Agreement.
11.4 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.6 We shall not be liable to you for any losses suffered as a result of a Buyer making use of the Services.
12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2 We each may disclose the other’s confidential information: (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Agreement.
13.1 Without limiting any of our other rights, we may suspend the performance of the Services, Website or Brandpa marketplace, or terminate the Agreement with immediate effect by giving written notice to you if: (a) you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so; (b) you fail to pay any amount due under the Agreement on the due date for payment; (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction]; (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
13.2 Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
14. FORCE MAJEURE
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (“Force Majeure”).
14.2 If a Force Majeure takes place that affects the performance of our obligations under the Agreement: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure.
14.3 You may cancel the Services affected by Force Majeure which has continued for more than 30 days. To cancel please contact us.
15.1 We reserve the right to publicize a list of any domain name sales that we complete, for example on our Website or in our newsletter. We do not disclose the new owners or the price of individual past sales without asking for prior consent. However, we reserve the right to publicize aggregated statistics of our sales, such as the average sale price, or total value of any sales.
16. COMMUNICATIONS BETWEEN US
16.1 When we refer to “in writing” in these Seller Terms this includes email.
16.2 Any notice or other communication given under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received: (a) if delivered personally, on signature of a delivery receipt; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or (c) if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17.1 We may assign or transfer our rights and obligations under the Agreement to another entity but will always notify you in writing or by posting on this webpage if this happens. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
17.2 We may make changes to these Seller Terms after giving you 30 days notice via email. All changes shall be deemed to have been accepted by you and shall be effective on expiry of the 30 day notice period, unless you terminate the Agreement prior to the expiry of such 30 day notice period.
17.3 If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Each paragraph of these Seller Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 The Agreement is between you and us. No other person has any rights to enforce any of its terms.
17.6 The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.