Terms of Service

Last updated: July 2017

1. About the Website

Brand Toolbox and/or www.brandtoolbox.com.au (the ‘Website’). The Website Brand Guidelines and Digital Asset Management Solution (the ‘Services’).

The Website is operated by Studio Syn-RG Pty Ltd. Access to and use of the Website, or any of its associated Products or Services, is provided by Studio Syn-RG. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any Services, immediately.

Studio Syn-RG reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Studio Syn-RG updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. Acceptance of the Terms

You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Studio Syn-RG in the user interface.

3. Subscription to use the Services

In order to access the Services, you must first purchase a subscription through the Website (the ‘Subscription’) and pay the applicable fee for the selected Subscription (the ‘Subscription Fee’) in full. The Subscription Fee includes any upfront setup costs, optional integrations/customisations and monthly or annual payments.

In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

Once you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (the ‘Account’).

As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

You warrant that any information you give to Studio Syn-RG in the course of completing the registration process will always be accurate, correct and up to date.

Once you have completed the registration process, you will be a registered member of the Website (‘Member’) and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the ‘Subscription Period’).

You may not use the Services and may not accept the Terms if:

The Subscription Fee does not include courier fees, printouts, compact disks, domain name purchases, unless otherwise stated. All disbursements charged with 20% handling fee (couriers, overnight deliveries, etc). Any additional fees incurred by Studio Syn-RG must be approved in writing by you prior to being incurred.

All significant author’s corrections beyond the scope and allocated time of your chosen Subscription plan, will be charged at $160.00 per hour (ex GST/Tax).

4. Your obligations as a Member

As a Member, you agree to comply with the following:

5. Payment

Where the option is given to you, you may make payment of the Subscription Fee by way of:

All payments made in the course of your use of the Services are made using Paypal Australia Pty Limited (ABN 93 111 195 389) (‘PayPal’). In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Paypal terms and conditions which are available on their website.^

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Failure to pay the Subscription Fee or a recurring Subscription Fee within 30 days is considered a breach of the Terms and will result in shutdown of the service (see “Termination of Contract” below).

You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

You agree and acknowledge that Studio Syn-RG can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.

Where legal action is necessary to retrieve outstanding payments, you are liable to pay all legal fees incurred by Studio Syn-RG.

6. Refund Policy

Studio Syn-RG will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if the manager of Studio Syn-RG makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the ‘Refund’).

7. Copyright and Intellectual Property

The Website, the Services and all of the related products of Studio Syn-RG are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Studio Syn-RG or its contributors.

All trademarks, service marks and trade names are owned, registered and/or licensed by Studio Syn-RG, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

Studio Syn-RG does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Studio Syn-RG.

Studio Syn-RG retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any of the following to you:

You may not, without the prior written permission of Studio Syn-RG and the permission of any other relevant rights owners: broadcast, republish, upload to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise pursuant to these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.

Your Intellectual Property
Nothing in these Terms assign or transfer any of your material to Studio Syn-RG. Studio Syn-RG assign to you all Intellectual Property Rights in any content or material uploaded to the Website by either you or Studio Syn-RG pursuant to any Services provided and must, at its own cost, do all things and execute all documents necessary to effect the assignment.

Studio Syn-RG owns the Website and the Services that you are licenced to use and all Website source files and code remain the property of Studio Syn-RG.

8. Privacy

Studio Syn-RG takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Studio Syn-RG’s Privacy Statement, which is available on the Website.

9. Confidentiality

(‘Confidential Information’) means all information (regardless of the form of disclosure or the medium used to store it) treated by you as confidential and of which Studio Syn-RG first becomes aware either;

Studio Syn-RG acknowledges that it has and will receive Confidential Information from you and that such Confidential Information was and will be disclosed to Studio Syn-RG in circumstances of confidence and subject to the restrictions set out in these Terms.

In respect of all Confidential Information, Studio Syn-RG will:

Studio Syn-RG may disclose the Confidential Information to its officers or employees:

Confidential Information shall not be deemed proprietary and Studio Syn-RG shall have no obligation with respect to such information which Studio Syn-RG can demonstrate:

Despite the fact that any Confidential Information may be translated, made into a compilation, partially copied, modified, updated or otherwise altered, the resulting product will be and remain Confidential Information.

On request by you, Studio Syn-RG must promptly, return (at your cost) or destroy all Confidential Information and all copies of all Confidential Information (See “Termination of Contract”).

10. Interference with the Website

You must not attempt to change, add to, remove, deface, hack or otherwise interfere with the Website, except for any content or material you add for the express purpose of the Services for which the Website is offered.

11. General Disclaimer

Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

Subject to this clause, and to the extent permitted by law:

Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Studio Syn-RG make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Studio Syn-RG) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

12. Limitation of Liability

Studio Syn-RG’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

You expressly understand and agree that Studio Syn-RG, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

This clause survives termination or expiry of the Services.

13. Server location and security

Studio Syn-RG is committed to ensuring that the information you provide to us is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure information and protect it from misuse, interference, loss and unauthorised access, modification and disclosure.

View our Privacy Statement for more information or view the “Server location, security and backup infrastructure” page.

14. Service Level Agreement (SLA)

All of our Website plans include a 99.9% Uptime Guarantee.
If your service uptime drops below this margin, you will qualify for the following reimbursements:

Service Level Refund Time Per Month
>= 99.9% 0% 44 mins
< 99.9% 20% More than 44 mins
< 99.5% 50% More than 3 hours 39 mins
< 99% 100% More than 7 hours 18 mins

Discount applies to the equivalent monthly fee if the account is not paid monthly. Uptime calculated on a monthly basis. Any discounts will be deducted from the earlier of the next payment or the expiry of the Services.

15. Termination of Contract

The Terms will continue to apply until terminated by either you or by Studio Syn-RG as set out below.

If you want to terminate the Terms, you may do so by:

Your notice should be sent, in writing, to Studio Syn-RG via the “Contact us” link on our homepage.

You must retrieve all electronic information, data or files directly from the Website prior to termination, otherwise your data will be lost. Requests for Studio Syn-RG to retrieve the data will be charged on an hourly basis.

Studio Syn-RG may at any time, terminate the Terms with you if:

Subject to local applicable laws, Studio Syn-RG reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Studio Syn-RG’s name or reputation or violates the rights of those of another party.

16. Indemnity

You agree to indemnify Studio Syn-RG, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

17. Dispute Resolution

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

Termination of Mediation
If 6 weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

18. Venue and Jurisdiction

The Services offered by Studio Syn-RG is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.

19. Governing Law

The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

20. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

21. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.