We are DEZEEN LIMITED a company incorporated in England and Wales under company number 06576341 whose registered offices are at 8 Orsman Road, London, United Kingdom, N1 5QJ.

You can contact us by sending an email to [email protected] or calling us on +44 (0) 20 3327 1230.

1 These terms

1.1 These terms apply to any services which you obtain from Dezeen as detailed in the booking form or partnership agreement you have been sent. Please read these terms carefully before you accept the booking form or sign the partnership agreement, as they set out important information about your and our rights and obligations. When you accept the booking form or sign the partnership agreement, you will place an order for services with Dezeen and agree to be bound by these terms and conditions.

1.2 Any reference to "we", "us" or "our" in these terms is to Dezeen Limited and any reference to "you" or "your" is to the entity placing an order for services.

1.3 We may make changes to these terms at any time. However, the terms which apply to your order will be those in force at the time you submitted your order to us.

1.4 Please save a copy of these terms and any emails from us for your records, as we will not save or file a copy for you. These terms are only available in English.

1.5 Any personal data obtained in the course of our engagement will be processed strictly in accordance with our privacy policy available at: https://www.dezeen.com/privacy-notice.

2 Your obligations

2.1 You agree to purchase the services set out in the booking form or partnership agreement (the Services) over the period of time set out therein (the Term), under and in accordance with these terms.

2.2 You agree at all times and in all respects to:
2.2.1 perform your obligations in accordance with these terms;
2.2.2 pay for the Services in accordance with the provisions agreed in the booking form or partnership agreement;
2.2.3 co-operate with us in all matters arising relating to the performance of the Services;
2.2.4 provide us with any information, documents, materials, data or other items necessary for the provision of the Services which you own, which could include but is not limited to text, images, video or display banner artwork (Customer Materials) to our required technical specifications and the specified deadlines;
2.2.5 ensure the Customer Materials do not infringe the intellectual property rights of any third party, are legal, accurate, non-defamatory, free of viruses and otherwise comply with all relevant laws and industry standards. Breach of this provision shall be a fundamental breach allowing us to terminate immediately without prior notice or obligation to provide a refund;
2.2.6 inform us in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Services;
2.2.7 ensure that all equipment, materials or other items provided to us for the provision of the Services are suitable for the performance of the Services, in good condition and in good working order; and
2.2.8 obtain and maintain all necessary licences, permits and consents required to enable us to perform the Services and otherwise comply with our obligations under these terms.

2.3 Time is of the essence for any deadlines we give you to provide: i) the Customer Materials; and ii) your feedback or approval on proposed content. If you fail to meet any such deadlines, we may at our sole discretion:
2.3.1 change any publication date otherwise agreed between us; or
2.3.2 if no alternative publication date is available, terminate your order.

3 Performance of the services

3.1 Performance of the Services is conditional on prior approval of the Customer Materials (at our sole discretion). If the Customer Materials are not approved by us, we will work with you to find suitable alternatives however we shall be under no obligation to do so and reserve the right to terminate our engagement and provide you with a full refund.

3.2 Whilst we shall endeavour to meet any milestones agreed between us, time of performance shall not be of the essence.

3.3 We may subcontract any part of the Services at our sole discretion and without prior notice to you.

3.4 We shall not be liable for any delay or failure in providing the Services caused by:
3.4.1 your failure to provide reasonable assistance to us as may be required;
3.4.2 your failure to provide us with adequate instructions for performance of the Services;
3.4.3 your failure to supply the Customer Materials appropriately or in a timely manner; or
3.4.4 Force Majeure.

4 Warranty

4.1 You warrant that:
4.1.1 You have the authority to order the Services and grant us the rights (if any) contemplated for the project;
4.1.2 the Customer Materials and all other information, documents, materials, data or other items provided by you do not infringe the intellectual property rights of any third party.

4.2 We warrant that:
4.2.1 the Services shall be performed with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, s 13; and
4.2.2 the Services performed and any deliverables pursuant thereto (the Deliverables) shall be free from material defects at the point of delivery.

4.3 Subject to the provisions of clause 4.4, we shall, at our option, remedy or re-perform any Services or Deliverables that do not comply with clause 4.2, provided that you serve a written notice on us that some or all of the Services or Deliverables (as the case may be) do not comply with clause 4.2, and identifying in sufficient detail the nature and extent of the defects within five business days of delivery (where the breach is in respect of clauses 4.2.1 or 4.2.2).

4.4 We shall not be liable for any failure of the Services or the Deliverables to comply with the provisions of clause 4.2 where the same arises directly or indirectly and whether in whole or in part as a result of:
4.4.1 a breach by you of any of your obligations under these terms;
4.4.2 an event of Force Majeure;
4.4.3 any design, specification or requirement of yours; or
4.4.4 use of the Customer Materials.

4.5 Except as set out in this paragraph 4:
4.5.1 We give no warranty and make no representations in relation to the Services;
4.5.2 we shall have no liability for any non-compliance with the warranty in term 4.2, and
4.5.3 the conditions implied by the Supply of Goods and Services Act 1982, ss 12–16 (inclusive) are expressly excluded.

4.6 You acknowledge that we are not and cannot be aware of the extent of any potential loss or damage to you resulting from any failure of the Services to conform to the booking form or partnership agreement, any delay in completion or any failure by us to discharge our obligations.

4.7 The provisions of this term 4 set out your sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of term 4.2 or for any other error or defect in the Deliverables or defective performance of the Services.

5 Suspension of services

5.1 If we are prevented or delayed in performing the Services by any cause attributable to you, without prejudice to our other rights we:
5.1.1 may suspend performance of the Services until you remedy your default;
5.1.2 shall not be liable for any costs or losses sustained by you as a result of such suspension; and
5.1.3 may charge you (and you hereby agree to pay) costs or losses incurred by us arising from the your default, subject to clause 10.

6 Price

6.1 The prices payable by you in respect of the Services are contained in the relevant booking form or partnership agreement (the Prices).

6.2 The Prices are exclusive of:
6.2.1 travel or accommodation expenses, if required for the proper provision of the Services, unless agreed otherwise in writing, which shall be charged at cost, and
6.2.2 VAT (or equivalent sales tax).

6.3 You agree to pay any applicable VAT (or equivalent sales tax) to us on receipt of a valid VAT invoice.

6.4 For Dezeen Showroom, Dezeen Events Guide, Dezeen Competitions, Dezeen School Shows and Dezeen Courses, in the event of termination for any reason, except where the termination is due to us not approving the Customer Materials as set out in clause 3.1 or otherwise agreed in writing by Dezeen, the full Prices shall remain payable by you.

6.5 For all other Services, in the event of termination for any reason prior to Dezeen commencing work on a Deliverable, except where the termination is due to us not approving the Customer Materials as set out in clause 3.1 or otherwise agreed in writing by Dezeen, 50% of the relevant Prices shall remain payable by you. In the event of termination for any reason after Dezeen has commenced work on a Deliverable, or after a Deliverable has been published, except where the termination is due to us not approving the Customer Materials as set out in clause 3.1 or otherwise agreed in writing by Dezeen, the full Prices shall remain payable by you.

7 Payment

7.1 For Dezeen Showroom, Dezeen Events Guide, Dezeen Competitions, Dezeen School Shows and Dezeen Courses, we will issue your invoice when you accept the booking form or sign the partnership agreement, and upfront payment is required in full to secure your booking, unless an alternative invoicing schedule has been agreed in writing.

7.2 For all other Services, we may issue our invoice at any time from when you accept the booking form or sign the partnership agreement, unless an alternative invoicing schedule has been agreed in writing.

7.3 You shall pay all invoices:
7.3.1 in full in cleared funds within 28 days of the date of each invoice; and
7.3.2 to the bank account nominated by us.

7.4 The amount received in Dezeen's bank account must reflect the total amount stated on the invoice. Any associated bank transfer fees and currency conversion charges are the responsibility of the payer.

7.5 Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date:
7.5.1 we may, without limiting our other rights, charge interest on such sums at 8% percentage points a year above the base rate of Barclay's from time to time in force; and
7.5.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

8 Credit limit

We may set and vary credit limits and payment terms from time to time and withhold all further supplies without liability to you if you exceed such credit limit or payment terms.

9 Intellectual property rights

9.1 In consideration of the Prices and the parties' mutual obligations under these terms, we shall grant you a non-exclusive, terminable licence to use the intellectual property rights in the Services and the Deliverables and all other materials created by us pursuant to these terms on the condition that they are not edited or altered in any way.

9.2 We shall retain final editorial control of any material or content published on a platform under our influence or control (including, without limitation, www.dezeen.com and any of our social media channels) (the Content) but will show you a preview of any such Content prior to publication and use reasonable endeavours to incorporate your feedback.

9.3 All copy published on a platform under our influence or control will adhere to Dezeen's strict editorial style, which includes but is not limited to: using British rather than American English; using standard capitalisation for names, including for brand names (we do not write names in either all lower-case or all caps, unless the name is an acronym); not including any trademark, copyright or similar symbols.

9.4 The Prices include one round of feedback from you and amendments to the Content and we reserve the right to charge an additional fee for changes beyond this (which we shall notify you of in advance of incurring).

9.5 Text accompanying the Content on www.dezeen.com or any of our social media platforms will make it clear that the Content was produced by us for you.

9.6 Reader comments will be disabled on the Content published on www.dezeen.com. Comments will be enabled for the Content published on any of our social media channels, unless you explicitly request that they be disabled, and the particular platform allows it. Dezeen will not moderate comments on its social media platforms, except to remove hate speech.

9.7 You hereby grant us a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable, transferrable, fully paid up, perpetual licence to use the Customer Materials in whole or in part for the Services and Deliverables and for any other purpose we may determine (including on our websites and any other site in which we have publishing rights; our mobile and tablet applications; our social media pages; in any of our advertising, marketing or promotional works; in publications; to allow third parties to publish the Content where they do so in association with us).

9.8 You acknowledge and agree that we have the right to edit, adapt and make changes to the Customer Materials without your prior approval (for example, to correct any typographical and grammatical errors, to ensure text conforms with our writing style, or to crop an image).

9.9 Except as expressly agreed above, no intellectual property rights of either party are transferred or licensed and we make no warranty or representation that the Content does not infringe the intellectual property rights of any third party.

10 Limitation of liability

10.1 The extent of our liability under or in connection with these terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.

10.2 Subject to clause 10.5, our total liability shall not exceed the Prices actually paid to us by you at the time such liability arose.

10.3 Subject to clause 10.5, we shall not be liable for consequential, indirect or special losses.

10.4 Subject to clause 10.5, we shall not be liable for any of the following (whether direct or indirect):
10.4.1 loss of profit;
10.4.2 loss of revenue;
10.4.3 loss or corruption of data;
10.4.4 loss or corruption of software or systems;
10.4.5 loss or damage to equipment;
10.4.6 loss of use;
10.4.7 loss of production;
10.4.8 loss of contract;
10.4.9 loss of commercial opportunity;
10.4.10 loss of savings, discount or rebate (whether actual or anticipated);
10.4.11 harm to reputation or loss of goodwill; and/or
10.4.12 wasted expenditure.

10.5 Notwithstanding any other provision of these terms, neither party's liability shall be limited in any way in respect of any liability which cannot legally be excluded.

11 Indemnity

11.1 You shall indemnify us for any losses, damages, liability, costs and expenses (including professional fees) incurred by us as a result of any action, demand or claim that the provision of the Services or the Deliverables infringes the intellectual property rights of any third party (an IPR Claim) where such IPR Claim is attributable to the Customer Materials.

11.2 In the event that you receive notice of any IPR Claim, you shall:
11.2.1 notify us in writing as soon as reasonably practicable;
11.2.2 not make any admission of liability or agree any settlement or compromise of the IPR Claim without our prior written consent (such consent not to be unreasonably withheld or delayed);
11.2.3 let us at our request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at our sole discretion;
11.2.4 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim; and
11.2.5 provide us with all reasonable assistance in relation to the IPR Claim (at your expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of yours.

11.3 If any IPR Claim is made or is reasonably likely to be made, we may remove the offending materials from any platform under our influence of control, whether in whole or part or incorporated in materials otherwise not subject to an IPR Claim, at our sole discretion and without prior notice or refund to you.

12 Termination

12.1 We may terminate our engagement at any time by giving notice in writing to you.

12.2 Either party may terminate our engagement at any time by giving notice in writing to the other party if:
12.2.1 the other party commits a material breach and such breach is not remediable;
12.2.2 the other party commits a material breach which is not remedied within 14 days of receiving written notice of such breach;
12.2.3 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations or receive any benefit to which it is entitled.

12.3 Without prejudice to any other rights that we may have, we may terminate our engagement immediately on written notice to you if you have failed to pay any amount due on the due date and such amount remains unpaid ten business days after you have received a written notification from us that the payment is overdue.

12.4 Either party may terminate our engagement at any time by giving notice in writing to the other party if that other party:
12.4.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
12.4.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
12.4.3 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
12.4.4 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
12.4.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
12.4.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
12.4.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
12.4.8 has a resolution passed for its winding up;
12.4.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
12.4.10 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
12.4.11 has a freezing order made against it;
12.4.12 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
12.4.13 is subject to any events or circumstances analogous to those in clauses 12.4.1 to 12.4.12 in any jurisdiction.

12.5 The right of a party to terminate pursuant to clause 12.4 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to these terms.

12.6 On termination for any reason:
12.6.1 you shall immediately pay all of our outstanding invoices;
12.6.2 we shall promptly invoice you for all Services performed and Deliverables Dezeen has commenced work on or published but not yet invoiced and payment for such invoices shall be due immediately on receipt;
12.6.3 without prejudice to any additional obligations, you shall within five business days return any materials of ours then in your possession or control; if you fail to do so, we or our agents may enter any premises owned by or under your control and take possession of them; and
12.6.4 the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.

12.7 The following provisions shall survive termination, howsoever caused:
12.7.1 clause 10 (limitation of liability);
12.7.2 clause 12.6 (termination);
12.7.3 clause 13 (confidential information);
12.7.4 clause 14 (dispute resolution);
12.7.5 clause 16 (notices);
12.7.6 clause 25 (third party rights); and
12.7.7 clauses 26 and 27 (governing law and jurisdiction).
together with any other provision of these terms which expressly or by implication is intended to survive termination.

13 Confidential information

13.1 Each party shall keep any information that is confidential in nature concerning the other party and its affiliates including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party's Confidential Information to any person, except as permitted by clause 13.2.

13.2 A party may:
13.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under these terms, provided that such party must ensure that each of its representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 13 as if it were a party;
13.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
13.2.3 use Confidential Information only to perform any obligations under these terms.

13.3 Each party recognises that any breach or threatened breach of this clause 13 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

14 Dispute resolution

14.1 Any dispute arising between the parties out of or in connection with these terms shall be dealt with in accordance with the provisions of this term 14.

14.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

14.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
14.3.1 Within seven days of service of the notice, the representatives of the parties shall meet to discuss the dispute and attempt to resolve it.
14.3.2 If the dispute has not been resolved within 14 days of the first meeting of the representatives, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within 14 days to discuss the dispute and attempt to resolve it.

14.4 The specific format for the resolution of the dispute under clause 14.3.1 and, if necessary, clause 14.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

14.5 If the dispute has not been resolved within 14 days of the first meeting of the chief executives (or equivalent) under clause 14.3.2 then the matter shall be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

14.6 Until the parties have completed the steps referred to in clauses 14.3 and 14.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

15 Entire agreement

We both agree that these terms constitute the entire agreement between us in relation to your order. You acknowledge that you have not entered into these terms in reliance on any representation or warranty that is not expressly set out in these terms and that you will have no claim for innocent or negligent misrepresentation on the basis of any statement in these terms.

16 Notices

16.1 Any notice given by a party under this agreement shall be:
16.1.1 in writing and in English;
16.1.2 signed by, or on behalf of, the party giving it; and
16.1.3 sent to the relevant party's registered office.

16.2 Notices may be given, and are deemed received:
16.2.1 by hand: on receipt of a signature at the time of delivery;
16.2.2 by Royal Mail Recorded Signed For post: at 9.30 am on the second business day after posting; and
16.2.3 by Royal Mail International Signed post: at 9.30 am on the fourth business day after posting.

16.3 All references to time are to the local time at the place of deemed receipt.

16.4 This clause does not apply to notices given in legal proceedings or arbitration.

17 Force majeure

17.1 Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this agreement. Inability to pay is not Force Majeure.

17.2 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
17.2.1 promptly notifies the other of the Force Majeure event and its expected duration; and
17.2.2 uses reasonable endeavours to minimise the effects of that event.

17.3 If, due to Force Majeure, a party:
17.3.1 is or is likely to be unable to perform a material obligation; or
17.3.2 is or is likely to be delayed in or prevented from performing its obligations for a period of more than 3 months
either party may terminate this agreement on not less than four weeks' written notice.

18 Further assurance

Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this agreement.

19 Variation

No variation of this agreement shall be valid or effective unless it is in writing, refers to this agreement and is duly signed or executed by, or on behalf of, each party.

20 Assignment and sub-contracting

20.1 We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of our rights under this agreement, without prior notice to you.

20.2 You shall not assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this agreement, in whole or in part, without our prior written consent.

21 Set off

Each party shall pay all sums that it owes to the other party under this agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

22 No partnership or agency

The parties are independent and are not partners or principal and agent and this agreement does not establish any joint venture, trust, fiduciary or other relationship between us, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.

23 Severance

23.1 If any provision of these terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision shall not be affected.

23.2 If any provision (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

24 Waiver

24.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these terms shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

24.2 No single or partial exercise of any right, power or remedy provided by law or under these terms shall prevent any future exercise of it or the exercise of any other right, power or remedy.

24.3 A waiver of any term, provision, condition or breach of these terms shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

25 Third party rights

25.1 Except as expressly provided for in clause 25.2, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

25.2 Our affiliates shall have the right to enforce the provisions of this agreement.

26 Governing law

These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

27 Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these terms, their subject matter or formation (including non-contractual disputes or claims).