Gency Terms & Conditions
Last updated: 1 June 2023
Terms and conditions on the “DesignBro Limited, Gency.io” (GENCY or The Platform) service. GENCY is a back and front office tool for freelance graphic designers that would like to automate the project management process, project proposal process, links your existing payment provider, and manages communication of their design projects all in a single workspace.
1 Beta
1.1 The platform is currently in ‘Beta’, meaning the software has not yet been thoroughly tested, and specific features might not function as expected, or not be available yet. By using The Platform, The Users (designers, clients, or others) acknowledge this, and understand that no rights or expectations can be derived out of any functionality, including expected behavior or others. Should any of the software malfunction, please contact [email protected] and the team will advise on the best course of action.
2 The Parties
2.1 The Platform facilitates services including but not limited to communication, and project management between The Designer and The Client.
2.2 The Client and The Designer acknowledge that they will enter into a contractual freelance agreement either using the automated system or outside of it.
2.3 The Client and The Designer acknowledge that they should only use the templated contract if they have read it and agree with it, if they do not understand it, they should seek outside counsel or opt not to use it by selecting to import their projects.
2.4 The Client and The Designers expressly agree that Gency is no party to their agreements, and cannot be held responsible for any aspect of the project, as Gency is not a middle-man, but a software tool for Freelancer Designers.
2.5 As Gency is not a party to these agreements, it cannot and will not mediate between Client and Designer under any circumstances.
3 Payment
3.1 The client and designer may agree on payment for their services. Designer uses their own payment gateway, such as Stripe or Paypal for this.
3.2 Client and Designer both accept that Gency is not a party to their payments.
3.3 Both parties agree that if they use an external payment provider (such as Stripe or Paypal) they should adhere to those parties policies.
3.4 Gency is not a payment provider and does not offer remittance services. Gency cannot be held responsible for anything regarding payment services.
4 Platform Fees
4.1 Gency charges a subscription fee for the usage of the services. The subscription can be paid in monthly or yearly plans, depending on what is selected by the Designer. The subscription becomes non-refundable from the moment of payment, but can be cancelled for the next billing cycle. This can be managed through the account settings by selecting 'Manage my subscription'.
4.2 In the case of a free trial period, once the free trial period expires, the Designer will no longer have access to the platform and will need to pay for a subscription to retain access.
5 Project Proposal & Contracts
5.1 Client and Designer both agree to sign the contracts digitally, by ‘agreeing to The Project Proposal’. Both parties agree this will carry the same legality as printed and signed contracts.
5.2 Both Parties agree that projects will run for the timings agreed in the Project Project Proposal
6 Project Process & Timing
6.1 The Timing estimates for the project is laid out in the Project Proposal.
6.2 Project stages:
6.2.1 During the Design Stage, the designer is intended to share with the Client the initial design, and The Client can provide feedback during the same stage. At the end of this stage by time, or when the Client approves the design, the project is taken to the Source Files Stage.
6.2.2 During the Source Files Stage, the Designer is expected to upload all relevant files to the project, as mentioned in the Project Proposal. If the Designer fails to do so, the system will send a reminder & add more time. This will repeat until the files have been uploaded.
6.2.3 During the Review Stage, the Client can check all the uploaded files and communicate with the Designer for any missing or changes needed. The client can choose to approve the files, which will trigger the end of the project immediately, or otherwise the end of the project will be triggered when the time runs out on this stage.
6.3 The Designer can add additional days to any of the stages of the project as they deem necessary to fulfill the project deliverables.
7 Refunds
7.1 In the Project Proposal the Designer can select the Refund Terms they choose to offer. This is specified in days and a percentage. This signifies within what time period The Client can still get the specified percentage back on the Project Price. This excludes the Service Fee.
7.2 By accepting The Proposal, The Client agrees to the specified Refund Terms.
7.3 To request The Refund, The Client will need to write to Their Designer, to request it. Gency is not a party to the agreement, so cannot facilitate it.
7.4 If the period in the Refund Terms has passed, The Client is no longer entitled to any refund.
8 Privacy
8.1 We at Gency think privacy is important. Gency processes all personal data provided by you, only in order to allow the proper use of the Platform and to communicate with you in this respect. In our Privacy Policy, you can read which personal data we collect and for which purposes.
9 No Warranties
9.1 Gency does not give any warranties or guarantees whatsoever with regard to (the result of) the design competitions, the quality of the design competitions, or any other service offered by Gency through the Platform. To the maximum extent permitted by law, Gency hereby disclaims all implied warranties with regard to services that Gency offers, the Platform. The Platform and services are provided “as is” and “as available”.
9.2 We at Gency do not warrant that the Platform will be available uninterrupted and in a fully operating condition. Any decisions or actions taken by you on the basis of the information provided on or via the Platform are at your sole discretion and risk.
10 Indemnification
10.1 Clients and Designers will indemnify, defend, and hold harmless Gency from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of third party claims: (i) regarding the use by Clients and Designers of any designs purchased via the Platform; and (ii) their breach of these Terms or the Platform Agreement, or violation of any applicable law, regulation or order.
11 Liability
11.1 As The Platform is currently in the ‘Beta’, Gency cannot guarantee uptime, and cannot be held responsible for any functioning.
Even though the Platform may offer contract templates, project proposals, as well as other services, The Designer and the Client acknowledge that they are not obliged to use these, and Gency cannot be held liable for it’s contents or it’s use.
11.2 Gency is not responsible for any VAT calculations as Clients and Designers make their own agreements. It is the responsibility of both parties to make sure that their Project Proposal (and subsequently, invoice) is correct for their geographical location.
11.3 Gency uses third party payment providers, and cannot manually override the transactions as planned or made by Designers and Clients.
11.4 Designers and Clients are responsible to submit and pay their taxes as are they are required to do by law in their geographic location. Gency cannot and will not be held liable for this.
11.5 In no event will Gency and its officers, employees and agents be liable for any damages whatsoever, whether direct or indirect, general, special, compensatory, consequential, and/or incidental, arising out of, or relating to (the conduct of) Clients and Designers in connection with the use of the Platform or our services, including (but not limited to) loss of business, lost profits, trade secret misappropriation, intellectual property infringement, and/or any other damages. This unless such damage is caused by intent, gross negligence or deliberate recklessness of Gency and its officers, employees and agents
11.6 You expressly understand and agree that Gency will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from:
the use or inability to use the Platform or our services;
the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through, from, or as a result of the Platform or our services;
unauthorized access to or alteration of your transmissions or data;
statements or conduct of any Client, Designer or third party on the Platform or through our services;
your reliance on content made available by us; or
any other matter relating to the Platform or our services.
11.7 To the fullest extent possible by law, Gency’s maximum liability arising out of or in connection with the Platform or our services, will not exceed the greater of the Subscription Fee for the billing period that was paid to Gency or 100 USD, whatever amount is higher.
12 Severability
12.1 The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.
13 Miscellaneous
13.1 Gency reserves the right to alter these Terms. When we change these Terms, we will post a notification on our Website. By continuing to use the Platform and/or our services you acknowledge the most recent version of these Terms.
13.2 If we do not enforce (parts of) these Terms, this cannot be construed as consent or waiver of the right to enforce them at a later moment in time or against another Client or Designer.
14 Applicable Law And Jurisdiction
14.1 These Terms and the Platform Agreement shall be governed by and construed in accordance with the laws of The Netherlands.
14.2 Any dispute resulting from or arising in connection with these Terms and the Platform Agreement, that cannot be settled in an amicable fashion, shall be submitted to the District Court of Amsterdam, The Netherlands.