Bumblebee Design

General Terms of Service

Updated May 30, 2024.

Definitions

Agreement

These Terms of Service (‚ÄúAgreement‚ÄĚ) apply to all of Customer‚Äôs Orders under this Agreement. Agreement forms between Customer and Bumblebee when one of the following applies:

  1. Customer places an Order through Bumblebee’s website;
  2. Customer registers an Account through Bumblebee’s website;
  3. both parties have signed a written agreement; or at the latest when
  4. Customer or its Representative receive access to Bumblebee’s Service.

Account Terms

  1. Account. Account must be registered to a registered and active business entity by Primary Responsible Person. Upon registering an Account, Customer must provide their VAT registration number (VAT ID). A natural or legal person registering the Account accepts these Terms of Service and other applicable Service specific Terms provided by Bumblebee. The person registering the Account represents that they are authorized to enter into this Agreement on behalf of Customer. They represent that Customer and its Representatives involved with the Service:
    1. have the legal capacity and agree to comply with these Terms of Service;
    2. will not use the Service for any illegal or unauthorized purpose;
    3. will not violate any applicable law or regulation with their use of the Service.
    The Accounts are non-transferable except as expressly permitted under this Agreement or applicable law.
  2. Primary Responsible Person. Prior to registering an Account, Customer will identify a primary responsible person who will have the authority to act on Customer’s behalf in all matters regarding the work performed. The Primary Responsible Person will serve as the interface between Bumblebee and all Customer departments involved with Account. The Primary Responsible Person will:
    1. obtain and provide correct and applicable information, data, consents, decisions and approvals without delay as required by Bumblebee to perform Service;
    2. promptly provide access and connectivity to Customer’s systems required to perform Service;
    3. identify all Customer team members who need to be involved with the Customer Account.
  3. Subscription communications. Communications take place in the services and channels appointed by Bumblebee during Account registration. Customer warrants that they have the capacity and capability to use appointed services and channels.
  4. Customer portal. Customer will receive access to Account’s Customer portal where Customer can manage their Subscription. In order to properly Cancel their Subscription, Customer must do so through the Customer portal. Failure to properly Cancel Subscription may result in added fees.
  5. Work Sample Showcase Consent. By entering into this agreement, both parties acknowledge that, unless otherwise specified in writing or Subscription Plan documentation, each party may showcase work samples produced during the course of collaboration for marketing, promotional, or portfolio purposes, provided that such work samples do not contain Confidential Information as defined in this agreement. Each party agrees to obtain explicit consent from the other party before showcasing work samples containing Confidential Information, and to take all necessary precautions to protect Confidential Information when showcasing work samples. This consent for showcasing work samples is subject to the terms of confidentiality outlined in this agreement.

Pricing

  1. Fees. Customer agrees to pay fees in full, up front and, if invoiced, within thirty (30) days of the invoice date. Amounts payable are non-refundable, except as stated in this Agreement regarding Service warranty and third-party claims.
  2. Late payment. If Customer fails to pay fees on time, Bumblebee has the right to charge a monthly interest on past due amounts as allowed by law. Bumblebee also has the right to charge Customer for all expenses of recovery, to terminate the applicable order, turn off access and to take any other action at law.
  3. Taxes. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Bumblebee’s net income) that are imposed or become due in connection with this Agreement. If any taxes are required to be withheld on payments invoiced by Bumblebee, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Bumblebee an official receipt for those withholdings and other documents reasonably requested to allow Bumblebee to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.

Confidentiality

  1. Existing NDA. If the parties have entered into a non-disclosure agreement, those terms apply instead of this confidentiality section.
  2. Confidential information. ‚ÄúConfidential Information‚ÄĚ is non-public information in any form that is marked as ‚Äúconfidential‚ÄĚ or that a reasonable person should understand is confidential. This includes, but is not limited to, Customer Content, the terms of this Agreement and Customer‚Äôs account authentication credentials. Confidential Information does not include information that:
    1. becomes publicly available without a breach of a confidentiality obligation;
    2. was received lawfully from another source without a confidentiality obligation;
    3. is independently developed; or
    4. is Feedback.
  3. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information. A party will only use the other party’s Confidential Information as part of the parties’ business relationship. Neither party will disclose Confidential Information to third parties. A party may only share Confidential Information with a party’s Representatives on a need-to-know basis, under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives. A party must promptly notify the other party if it discovers any unauthorized use or disclosure.
  4. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) so that the other party can seek a protective order.
  5. Residual information. Neither party is required to restrict its Representatives in other work assignments if they have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law.
  6. Duration of confidentiality obligation. These confidentiality obligations apply (1) for Customer Content, until it is deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.

Intellectual Property Rights

  1. Bumblebee Service. Service and Service products are protected by copyright and other intellectual property laws and international treaties. Bumblebee reserves all rights not expressly granted in this Agreement, and no rights are granted or implied by waiver or estoppel. A Party may not:
    1. reverse engineer, decompile or disassemble any part of Service, or try to do so;
    2. work around technical limitations in Service or restrictions in Service documentation; or
    3. sell, rent, lease, sublicense, distribute or lend an Account to others, in whole or in part, or host Accounts for use by others.
  2. Customer Content. All Content provided by Customer and all Content produced on Customer’s behalf during Submission belong to Customer. Customer warrants that any and all materials provided to Bumblebee as material to be incorporated into Submission are created, owned by the Customer or to which Customer holds the rights and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity.

Warranties and Refunds

  1. Performance warranties. Bumblebee warrants that the Service will perform substantially as described in the applicable Subscription Plan documentation for thirty days after each Subscription Term. If it does not, Bumblebee will at its option (a) return the price Customer paid for the Subscription term or (b) re-perform the services, or try to repair or improve the results.
  2. Refunds. Bumblebee reserves the right to deny any refunds based on its own discretion without any notice or liability to Customer. Refund requests are assessed case by case. In case of Refund, Customer is prohibited from using any Content from Submissions from the requested refund period. Bumblebee reserves the right to deduct up to 25% handling fee of the price of the requested Refund. Customer may request a refund thirty days after each Subscription Term. Refund requests must be done in writing and sent to hello@bumblebee.fi
  3. Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement.
  4. Disclaimer. Except for the limited warranties above and subject to applicable law, Bumblebee provides no other warranties. It disclaims any other express, implied or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose. Bumblebee is not liable for delays, failures or problems with 3rd party Products, Services and Licenses or other systems outside Bumblebee’s control.

Feedback and Acceptance of Submissions

  1. Feedback. Feedback by Customer is optional and voluntary. Feedback may be used by Bumblebee for any purpose without obligation of any kind as long as the Customer’s confidential information remains confidential. Providing Feedback is highly encouraged for the Service to work as intended.
  2. Submissions. Customer has a time period of three working days to provide feedback on Submission. If no feedback is provided within three working days the Submission is considered accepted and next Request is started to work upon.

Term and Termination

  1. Term. This Agreement is effective until terminated by a party, as described below.
  2. Termination without cause; ‚ÄúCancellation‚ÄĚ. Either party may terminate this Agreement without cause and without any notice. Access granted on a subscription basis will continue for the duration of the Subscription Term, subject to the terms of this Agreement. Canceling Subscription must be done through Customer Portal. Access will be revoked at the end of the Term unless Subscription is renewed.
  3. Termination for cause. Failure to comply with Agreement will result in termination of Agreement. Upon such termination:
    1. Customer will lose Access to Service immediately;
    2. all amounts due under any unpaid invoices will become due and payable immediately.
  4. Termination for regulatory reasons. Bumblebee may modify, discontinue, or terminate a Service in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for Bumblebee to continue offering the Service without modification; or (3) causes Bumblebee to believe these terms or the Service may conflict with any such regulation, obligation, or requirement. If Bumblebee terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a reimbursement for any prepaid, unused subscription fees.

Third Party Products, Services and Licenses

  1. Bumblebee Service. Service uses third party products and services to function. By entering into Agreement a Party and its Representatives understand that they will need to accept third party terms and conditions for the Service to function. Party acknowledges and agrees to comply with any third-party terms and conditions necessary for the operation of Service, including but not limited to software licenses, API agreements, and data processing agreements. The third party products, services and licenses include but may not be limited to:
    1. Stripe, a payment platform;
    2. Figma, a collaborative design tool;
    3. Trello, a collaborative work management system;
    4. Slack, a messaging platform;
    5. Zapier, an online automation platform.
  2. Contractors. Bumblebee may perform its obligations under this Agreement through its affiliates and use Contractors ("Suppliers") to provide certain services. Bumblebee remains responsible for their performance.
  3. Other third party products, services and licenses. Excluding the above, Customer will be responsible for any other third party products, services and licenses not included in the Service, such as font licenses or products requiring organizational licenses.

Restrictions

  1. Service. The Service is intended primarily for User Experience work, digital Product Design and related activities including but not limited to: customer research, user studies and usability assessments, and to some extent, implementation work for Webflow sites. Bumblebee Service does not deliver work for gambling or adult entertainment industries. Bumblebee reserves the right to decline any kind of work Request that cannot reasonably be expected from the intended purpose of the Service without liability to Customer.
  2. Non-Recruitment. Party of this Agreement is prohibited from recruiting Representatives of the other Party during the Term of this Agreement and for a period of six months after the termination of this Agreement.
  3. Non-competition. Party of this Agreement is prohibited from producing or reproducing a similar subscription Service during the Term of this Agreement and for a period of twelve months after the termination of this Agreement.

Limitation of Liability

Each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the following:

  1. Service. For Services ordered on a subscription basis, Bumblebee’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Service during the 6 months before the incident.
  2. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business; however, caused or on any theory of liability.
  3. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations unrelated to Customer Content; (2) defense obligations above; or (3) violation of the other party’s intellectual property rights.

Free Trial Terms

The following terms are applied for Free Trials.

  1. Free Trial Period Duration. The duration of the Free Trial is 7 days. After the Free Trial Period the Subscription Plan price will be charged unless the subscription is cancelled.
  2. Cancellation. If the subscription is cancelled during the Free Trial Period, Customer will be prohibited from using any work delivered during Free Trial Period.
  3. Exceptions. Customer can choose to purchase rights to use delivered work from Free Trial with a one-off payment of 50% of the Subscription Plan price if Customer cancels Subscription during Free Trial Period.
  4. Other terms. General Terms of Service apply. Bumblebee reserves the right to change or remove the Free Trial at its discretion without any liability to Customer.

Laws and Regulations

These Terms are governed by the laws of Finland.

Disputes

The parties commit in resolving any disputes arising in relation to this Agreement in bona fide negotiations. Should negotiations fail, the District Court of Tampere shall have sole jurisdiction.

Suggestions and Changes

A Party of this Agreement may suggest changing or updating Terms of Service. The suggestions must be done in writing. The changes are applied only if each Party agrees to the suggestions.

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