Bfusion Terms and Conditions

1. Interpretation

1.1 Definitions:

• Business Day: Any day except Saturday, Sunday, or public holidays in England.
• Charges:  The fees payable for the Services as outlined in the Order.
• Customer: The individual or entity placing the Order.
• Data Controller, Data Processor, Data Subject, and Personal Data:
  Have the meanings given to them in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
• Services: Creative design and content services specified in the Order.
• Supplier: Blabberfusion Limited trading as Bfusion.
• VAT: Value Added Tax applicable in the UK.

1.2 Terms in singular include the plural and vice versa.
1.3 References to one gender include all genders.
1.4 Clause headings do not affect interpretation.

2. Commencement and Duration

2.1 The agreement starts upon Order placement.
2.2 The agreement renews automatically based on the subscription period (monthly, three-monthly, six-monthly, or annually) unless terminated with prior notice of at least 30 days before the end of the current subscription period.

3. Supplier’s Responsibilities

3.1 Services are provided on an ‘as-is’ basis.
3.2 The Supplier will use reasonable endeavours to meet performance dates but does not guarantee deadlines.
3.3 The Supplier will maintain necessary licences and permissions.
3.4 The Supplier will observe all health and safety regulations.
3.5 The Supplier will ensure employees and contractors comply with the agreement.

4. Customer’s Obligations

4.1 The Customer must cooperate with the Supplier.
4.2 The Customer must submit requests via the website.
4.3 The Customer must provide necessary information promptly.
4.4 The Customer must ensure materials provided do not infringe third-party rights.
4.5 The Customer must only submit requests that relate solely to the Customer’s own brand. The licence granted is for internal use only and may not be used to deliver work on behalf of third parties, including but not limited to channel partners, resellers, or end clients. Any use of the service for external brands or as a wholesale provision is strictly prohibited unless otherwise agreed in writing with the Supplier.

5. Non-solicitation

5.1 The Customer cannot solicit or hire the Supplier’s employees or contractors within six months post-termination without consent.
5.2 Consent is subject to a fee of 50% of the employee’s annual remuneration.

6. Charges and Payment

6.1 Charges are payable monthly by direct debit or credit card.
6.2 The Supplier may increase Charges annually with 45 days’ notice.
6.3 Late payments incur interest and possible suspension of Services.
6.4 All Charges are exclusive of VAT.
6.5 The Customer must provide accurate billing information.

7. Intellectual Property Rights

7.1 The Supplier retains ownership of all Intellectual Property Rights in the Deliverables.
7.2 The Customer receives a licence to use the Deliverables for business purposes.
7.3 The Customer warrants that supplied materials do not infringe third-party rights.
7.4 The Supplier may use the Deliverables for promotional purposes.

8. Limitation of Liability

8.1 The Supplier’s liability is capped at £500 or the total Charges paid in the preceding 12 months.
8.2 The Supplier is not liable for indirect or consequential losses.
8.3 The Supplier is not liable for any loss caused by Force Majeure Events.
8.4 The Supplier’s total liability is limited to foreseeable losses directly caused by its breach.

9. Termination

9.1 Either party may terminate the agreement for material breach or insolvency.
9.2 The Supplier may terminate for non-payment or change of control in the Customer.
9.3 Termination does not affect accrued rights and obligations.
9.4 Upon termination, the Customer must return or destroy all Confidential Information (including any Personal Data, as defined in the UK GDPR) belonging to the Supplier. The Supplier shall, at the Customer’s option, return or securely delete all Personal Data provided by the Customer in connection with the Services, unless retention is required by law.

10. Force Majeure

10.1 Neither party is liable for delays caused by events beyond their control (Force Majeure Events).
10.2 Affected parties must notify the other party and mitigate the event’s impact.

11. General

11.1 The agreement is personal to the Customer and cannot be assigned without consent.
11.2 Notices must be in writing and delivered by hand, post, or email.
11.3 The agreement is governed by the laws of England and Wales and subject to its courts’ jurisdiction.
11.4 Amendments to the agreement must be in writing and signed by both parties.
11.5 Waivers must be in writing and signed by the party waiving the right.
11.6 If any provision is found invalid, the remaining provisions remain in effect.
11.7 The agreement constitutes the entire agreement between the parties.

12. Data Protection

12.1 Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, and any other applicable data protection legislation.
12.2 For the purposes of this Agreement, the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data (as defined in the UK GDPR) provided to the Supplier in connection with the Services.

The Supplier shall:

• (a) process Personal Data only on the documented instructions of the Customer and solely for the purposes of providing the Services;
• (b) ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;
• (c) implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage;
• (d) notify the Customer without undue delay after becoming aware of a Personal Data breach;
• (e) provide reasonable assistance to the Customer in responding to data subject rights requests and in demonstrating compliance with applicable data protection laws;
• (f) on termination of this Agreement, delete or return all Personal Data to the Customer (unless retention is required by law); and
• (g) make available information reasonably necessary to demonstrate compliance with this Clause, and allow for audits or inspections by the Customer or its designated auditor on reasonable notice.

12.3 The Supplier may engage third-party processors (“Sub-processors”) to support the provision of the Services. The Supplier shall ensure that any such Sub-processor is subject to data protection obligations that are substantially similar to those set out in this Clause.
12.4 The Supplier shall not transfer Personal Data outside of the UK or EEA without ensuring appropriate safeguards are in place in accordance with the UK GDPR.
12.5 The Customer warrants that it has a lawful basis for providing any Personal Data to the Supplier and shall ensure that its instructions for processing Personal Data comply with applicable law.