Terms of Service
Last updated: 22/05/20206
These Terms of Service explain the rules for using this website, purchasing digital products, submitting enquiries, commissioning services and working with Midnight Merchandise.
This website is operated by Midnight Merchandise. Throughout these Terms, “Midnight”, “we”, “us” and “our” refer to Midnight Merchandise.
By accessing this website, submitting an enquiry, signing up to the mailing list, purchasing a product or commissioning services, you agree to these Terms of Service.
Please read these Terms carefully before using this website or purchasing from Midnight Merchandise.
1. Business information
We do not currently publish a physical business address on this website as we do not currently operate within a permanent physical address.
Midnight Merchandise provides merchandise design, apparel and product development support, digital design products, mockups, tech pack resources, graphics, production-ready artwork, supplier preparation, production support, content, resources and related services.
This website is hosted on Squarespace.
2. Use of this website
You agree to use this website lawfully and responsibly.
You must not:
use the website for unlawful, fraudulent or harmful purposes
interfere with the operation, security or availability of the website
attempt to gain unauthorised access to any part of the website
copy, scrape, reproduce or misuse website content without permission
upload harmful files, malware or malicious code
use the website to infringe the rights of Midnight Merchandise or any third party
misuse contact forms, checkout systems, download links or email signup forms
We may restrict, suspend or block access to the website if we believe these Terms have been breached.
3. Website content
The content on this website is provided for general information, marketing, educational and commercial purposes.
We try to keep website content accurate and up to date, but we do not guarantee that all information is complete, current or free from error.
We may update, remove, change or replace website content, services, product listings, prices, images, descriptions and availability at any time.
Blog content, guides, resources and production notes are provided for general guidance only. They should not be treated as legal, financial, manufacturing, technical or professional advice for every specific situation.
4. Services provided by Midnight Merchandise
Midnight Merchandise may provide services including, but not limited to:
merchandise design
apparel graphics
mockups
tech packs
production-ready artwork
supplier preparation
production support
product development support
design systems
digital asset creation
packaging and related design work
consulting or project review
merchandise production guidance
client-specific design services
The exact services, deliverables, timelines and fees for each project will be agreed separately in writing before work begins.
This may be agreed by email, invoice, proposal, project brief, written quote or another written form of agreement.
5. Enquiries and consultations
Submitting an enquiry through the website does not create a contract between you and Midnight Merchandise.
After you submit an enquiry, we may review your project details and decide whether the project is a good fit.
If the project appears suitable, the next step may be a free consultation, paid audit, quote, proposal or further email discussion.
We are not obliged to accept every enquiry or project.
We may decline work for any reason, including but not limited to unsuitable scope, unrealistic deadlines, unclear requirements, inappropriate content, legal concerns, lack of availability or a poor fit with our services.
6. Quotes and proposals
Quotes and proposals are based on the information you provide.
If the project scope changes, the quote may also change.
Unless stated otherwise, quotes are valid for 14 days from the date they are issued.
A quote or proposal may include:
project scope
deliverables
estimated timeline
fees
payment terms
number of revision rounds
required client input
assumptions
exclusions
usage rights
production or supplier notes
A project is not confirmed until we have accepted it in writing and any required deposit or upfront payment has been received.
7. Client responsibilities
You are responsible for providing accurate, complete and timely information.
This may include:
project briefs
logos
brand assets
artwork
references
product requirements
supplier details
technical specifications
sizing information
feedback
approvals
deadlines
legal permissions
production constraints
You are responsible for checking all design work, artwork, proofs, specifications, spelling, measurements, colours, placements, materials, supplier requirements and final files before approving them.
Once you approve work, you are responsible for any consequences of using, printing, sampling, manufacturing or publishing that work, unless the issue was caused directly by our failure to follow the agreed scope.
8. Client-supplied materials
You confirm that you have the right to use any materials you provide to Midnight Merchandise.
This includes:
logos
trademarks
brand names
artwork
images
illustrations
fonts
references
product names
supplier documents
licensed assets
third-party intellectual property
You are responsible for ensuring that any materials you provide do not infringe the rights of another person, business, brand, club, artist, photographer, manufacturer, licensor or rights holder.
You agree to indemnify Midnight Merchandise against claims, losses, damages, costs or expenses arising from materials you provide or instruct us to use.
This is especially important for merchandise work involving brands, sports clubs, artists, music, licensed properties, characters, logos or protected designs.
9. Project scope
Each project is limited to the agreed scope.
Anything not included in the agreed scope is excluded unless added in writing.
Additional work may require an additional fee.
Examples of additional work may include:
extra concepts
extra product options
extra colourways
additional revision rounds
major changes after approval
new design directions
extra file formats
supplier-specific file changes
urgent turnaround
production support beyond the agreed scope
additional calls or meetings
recreating missing or poor-quality files
correcting client-supplied errors
work caused by changed supplier requirements
We will try to make extra costs clear before carrying out additional chargeable work.
10. Revisions
The number of included revision rounds will be stated in the quote, proposal or project agreement.
A revision means a reasonable change to work already produced within the agreed direction and scope.
A revision does not include:
a completely new concept
a new product direction
a new brief
a change in brand direction
replacing the original project with a different project
repeated changes after approval
changes caused by late client input
changes caused by incorrect information supplied by the client
Additional revisions may be charged separately.
11. Timelines
Project timelines are estimates unless agreed otherwise in writing.
Timelines may be affected by:
delayed client feedback
late approvals
missing files
unclear briefs
supplier delays
production delays
third-party responses
additional work
changes in project scope
illness, travel, technical issues or events outside our control
If you delay providing information, files, feedback or approval, the project timeline may be extended.
We are not responsible for delays caused by you, your suppliers, manufacturers, production partners, couriers or other third parties.
12. Payments for services
Payment terms will be stated in the quote, proposal, invoice or project agreement.
We may require:
full payment upfront
a deposit before work begins
staged payments
payment before final delivery
payment before release of editable or production-ready files
Unless agreed otherwise, work will not begin until the required upfront payment or deposit has been received.
Final files, editable files, production-ready files, supplier documents and other final deliverables may be withheld until all outstanding invoices have been paid in full.
You are responsible for paying invoices by the due date stated on the invoice.
Late payment may delay delivery, pause work or result in additional charges where lawful and appropriate.
13. Deposits
Deposits reserve project time and allow work to begin.
Unless stated otherwise, deposits are non-refundable once work has started.
If you cancel a project after work has begun, Midnight Merchandise may retain all or part of the deposit to cover time, research, planning, design work, administration, communication, supplier preparation, project setup or other work already completed.
14. Cancellation of services
You may request to cancel a service project by contacting us in writing.
If work has not started, we may refund amounts paid, minus any reasonable payment processing or administrative costs where applicable.
If work has started, we may retain an amount that reflects the work completed, time spent, planning, research, communication, design work, preparation, third-party costs and any other losses reasonably incurred.
If a project is cancelled by you after substantial work has been completed, the full fee may remain payable.
If we need to cancel a project for reasons within our control, we will refund any amounts paid for work not completed.
If we cancel a project because you have breached these Terms, failed to pay, failed to provide required information, behaved abusively, supplied unlawful material, or otherwise made the project unworkable, we may retain amounts required to cover work already completed and losses incurred.
15. Consumer cancellation rights for services
If you are purchasing services as a consumer online or at a distance, you may have a legal right to cancel within 14 days from the day after the contract is made.
If you ask us to start providing services during the 14-day cancellation period, you agree that you may have to pay for work carried out before you cancel.
If the service has been fully performed during the cancellation period with your agreement, you may lose the right to cancel once the service has been completed.
Different rules may apply depending on whether you are buying as a consumer or a business.
UK online and distance selling rules require traders to give consumers certain information about cancellation rights, contracts and orders.
16. Digital products
Midnight Merchandise sells digital products, which may include:
mockup packs
graphic packs
templates
tech pack resources
design assets
downloadable files
digital guides
digital tools
related resources
Digital products are supplied as downloadable files or digital access.
No physical product will be shipped unless clearly stated on the product page.
You are responsible for checking that you have suitable software, hardware and technical ability to open and use the files before purchasing.
Digital products may include file formats such as:
AI
SVG
PNG
PDF
PSD
JPEG
EPS
ZIP folders
other design or document formats
The exact file formats provided will depend on the product purchased.
17. Digital product delivery
Digital products may be delivered by:
download link
email
customer account access
checkout confirmation page
file transfer
another digital delivery method
You are responsible for providing a correct email address at checkout.
If you do not receive a digital product after purchase, contact us using the email address listed in these Terms.
We may need proof of purchase before resending download access.
We are not responsible for failed delivery caused by incorrect email addresses, spam filters, storage issues, expired links, user error or technical issues outside our control, but we will make reasonable efforts to help resolve access problems.
18. Digital product licence
When you purchase a digital product from Midnight Merchandise, you are buying a licence to use the product. You are not buying ownership of the original files, systems, templates, designs or intellectual property.
Unless stated otherwise, you may use purchased digital products for:
personal projects
commercial design projects
client presentations
apparel concepts
merchandise concepts
product mockups
design development
brand visuals
internal documents
finished end products
client work, provided the raw files are not transferred as standalone assets
You must not:
resell the original files
redistribute the files
share the files with others
upload the files to marketplaces
include the files in another downloadable product
sell the files as a template, asset pack, mockup library or resource
give the files away for free
sublicense the files
claim the digital product itself as your own
use lightly edited versions to create a competing product
use the files for unlawful, infringing, defamatory, hateful or harmful purposes
use the files in a way that infringes third-party rights
make the raw files available to clients, suppliers or third parties
You may not use Midnight digital products to train AI models, build competing asset libraries, create derivative template packs for resale or reproduce the structure of the product as a competing commercial resource.
If you want an extended licence, redistribution rights, team licence, agency licence or custom usage permission, contact us before purchasing.
19. Digital product refunds and cancellation
Due to the nature of digital products, digital product purchases are generally non-refundable once files have been accessed, downloaded or delivered, unless the product is faulty, misdescribed, not supplied or you have another legal right to a refund.
For digital content supplied online, UK rules allow the cancellation right to be lost once the customer has given express consent to immediate supply and acknowledged that they will lose the right to cancel once the download starts.
If you experience a technical issue with a digital product, contact us and we will make reasonable efforts to fix the issue, replace the file or provide access again where appropriate.
Refunds will not be provided because:
you changed your mind after downloading
you no longer need the product
you bought the wrong product
you do not have the required software
you expected a physical product when the listing stated digital content
you lack the technical skill to use the files
you breached the licence terms
Your statutory rights are not affected.
20. Product descriptions and images
We try to describe digital products, services and resources accurately.
However, images, previews, mockups and product visuals are for presentation purposes and may not show every file, variation, feature or limitation.
You should read the product description before purchasing.
If something is unclear, contact us before ordering.
21. Prices
Prices are shown in pounds sterling unless stated otherwise.
We may change prices at any time.
Price changes will not affect orders already accepted unless there has been an obvious pricing error.
We reserve the right to correct pricing errors, product errors or listing mistakes.
If an order is affected by an obvious error, we may cancel the order and refund any payment received.
22. Taxes
Prices may or may not include applicable taxes depending on your location, our tax status and the checkout configuration.
You are responsible for any taxes, duties, charges or fees that apply to your purchase where relevant.
If VAT or other taxes become applicable, pricing and invoices may be updated accordingly.
23. Payment processing
Payments may be processed by third-party payment providers connected to Squarespace.
By making a purchase, you agree to comply with the terms of the relevant payment provider.
We are not responsible for delays, declines, errors, fees or issues caused by third-party payment providers, banks, card issuers or payment platforms.
24. Intellectual property owned by Midnight Merchandise
Unless stated otherwise, all intellectual property on this website and in Midnight Merchandise products, resources and materials belongs to Midnight Merchandise or its licensors.
This includes:
website content
brand name
logos
visual identity
digital products
templates
mockups
graphics
design systems
product images
written content
blog posts
layouts
processes
files
resources
documentation
source files
methods and frameworks
You may not copy, reproduce, distribute, sell, license, modify, scrape, imitate or commercially exploit Midnight Merchandise intellectual property without written permission, except as allowed by the licence for purchased digital products.
25. Intellectual property in client work
Unless agreed otherwise in writing:
Midnight Merchandise retains ownership of all concepts, drafts, rejected designs, working files, systems, methods, templates, tools, source materials and pre-existing assets.
Ownership of final approved custom work transfers to the client only after full payment has been received.
Any licence or transfer of rights applies only to the final approved deliverables listed in the project agreement.
Editable source files are not included unless specifically agreed.
Third-party materials, fonts, mockups, stock assets, software, supplier templates or licensed resources remain subject to their own licence terms.
If a project uses Midnight’s pre-existing systems, mockups, templates, assets or methods, you receive the agreed rights to use the final deliverables, but Midnight retains ownership of the underlying tools, systems and reusable materials.
26. Source files
Source files, editable files, layered files, working files and native design files are not included unless specifically stated in the quote or project agreement.
If source files are required, this must be agreed before delivery and may involve an additional fee.
We may refuse to provide source files where they contain Midnight-owned systems, third-party assets, proprietary processes, reusable templates or materials not intended for transfer.
27. Portfolio use
Unless agreed otherwise in writing, Midnight Merchandise may display completed work, project visuals and non-confidential process material in portfolios, websites, social media, case studies, proposals, marketing and promotional material.
Where a project is confidential, unreleased or subject to an NDA, you must tell us in writing before the project begins.
We will not intentionally publish confidential client information before public release where confidentiality has been clearly agreed.
28. Confidentiality
If confidential information is shared during a project, both parties agree to handle it responsibly.
Confidential information may include:
unreleased product plans
private business information
supplier information
production costs
internal documents
unpublished artwork
technical files
commercially sensitive plans
Confidentiality does not apply to information that:
is already public
becomes public without breach of these Terms
was already known before disclosure
is independently developed
must be disclosed by law
is disclosed with permission
For highly confidential projects, a separate written NDA may be required.
29. Suppliers, sampling and production
Midnight Merchandise may provide supplier preparation, production artwork, tech packs, sample guidance, production management support or production-related advice.
Unless clearly agreed otherwise in writing, Midnight Merchandise is not the manufacturer, factory, courier, wholesaler or final production supplier.
Third-party suppliers, manufacturers, printers, embroiderers, factories, couriers and fulfilment providers are independent parties.
We are not responsible for third-party issues including:
factory delays
supplier mistakes
production defects
colour variation
material shortages
courier issues
customs delays
supplier price changes
minimum order changes
print limitations
manufacturing tolerances
stock issues
failed samples
bulk production inconsistencies
communication delays from suppliers
import/export issues
We may give advice or prepare files based on the information available, but you remain responsible for final supplier selection, supplier approval, production approval and commercial production decisions unless otherwise agreed.
You should always check final samples, proofs, strike-offs, materials, trims, measurements, colours, sizing and construction before approving bulk production.
30. Colours, sizing and production variation
Digital screens, printers, fabrics, materials and production methods can display or reproduce colours differently.
We cannot guarantee exact colour matching across screens, mockups, samples, print methods, fabrics, trims or bulk production unless specific physical colour standards, testing and supplier controls are agreed.
Manufacturing may involve normal tolerances and variation.
You are responsible for approving physical samples and production proofs before bulk production.
31. No guarantee of commercial results
Midnight Merchandise aims to provide useful, production-aware design support, digital products and resources.
However, we do not guarantee that any product, design, digital asset, service, blog post, strategy, mockup, tech pack or production support will generate sales, profit, followers, engagement, investment, orders, brand growth or commercial success.
Your results depend on many factors outside our control, including your audience, pricing, marketing, product-market fit, supplier execution, manufacturing quality, budget, timing, distribution, competition and business decisions.
32. Prohibited content and projects
We may refuse projects or cancel work involving content we consider unlawful, harmful, exploitative, hateful, misleading, unsafe, infringing or inappropriate.
This may include work involving:
counterfeit goods
stolen artwork
unauthorised use of trademarks
unauthorised use of licensed characters or club marks
hate speech
harassment
extremist material
illegal products
scams
fraudulent claims
misleading advertising
content that infringes third-party rights
We may also refuse work where we believe you do not have the right to use supplied materials.
33. User accounts
If the website allows customer accounts, you are responsible for maintaining the confidentiality of your login details.
You are responsible for activity under your account.
You must notify us if you believe your account has been accessed without permission.
We may suspend or delete accounts that breach these Terms.
34. Newsletter and marketing
If you sign up to the mailing list, you may receive emails about digital product drops, discount codes, blog posts, production notes, services and Midnight Merchandise updates.
You can unsubscribe at any time using the unsubscribe link in the email or by contacting us.
How we handle personal information is explained in our Privacy Policy. The ICO says individuals have the right to be informed about how their personal data is collected and used, including purposes, retention and sharing.
35. Privacy
Your use of this website is also governed by our Privacy Policy and Cookie Policy.
The Privacy Policy explains how we collect, use, store and share personal information.
The Cookie Policy explains how cookies and similar technologies may be used on the website.
If there is a conflict between these Terms and the Privacy Policy about personal data, the Privacy Policy applies to the handling of personal data.
36. Third-party links and platforms
This website may link to third-party websites, platforms, tools, payment providers, social media pages, suppliers or services.
We are not responsible for third-party websites, services, content, terms, policies, privacy practices, prices, availability or performance.
Using third-party services may be subject to their own terms and policies.
37. Availability of the website
We aim to keep the website available and functioning, but we do not guarantee uninterrupted access.
The website may be unavailable due to maintenance, updates, hosting issues, technical problems, security issues, third-party failures or events outside our control.
We are not liable for loss caused by website downtime, checkout issues, download interruptions or technical problems outside our reasonable control.
38. Limitation of liability
Nothing in these Terms limits or excludes liability where it would be unlawful to do so.
Subject to that, Midnight Merchandise is not liable for:
indirect losses
consequential losses
loss of profit
loss of sales
loss of business
loss of opportunity
loss of reputation
manufacturing losses
supplier mistakes
production delays
product launch delays
loss caused by client-supplied errors
loss caused by third-party platforms
loss caused by misuse of digital products
loss caused by failure to check proofs, samples or files before production
Our total liability for any claim relating to a product or service will not exceed the amount you paid to Midnight Merchandise for that specific product or service, unless the law requires otherwise.
39. Indemnity
You agree to indemnify Midnight Merchandise against claims, losses, damages, liabilities, costs and expenses arising from:
your breach of these Terms
your misuse of the website
your misuse of digital products
your supplied materials
your infringement of third-party rights
your unlawful use of final designs or files
your failure to check or approve production details
claims made by third parties due to your instructions, materials or use of deliverables
40. Events outside our control
We are not responsible for failure or delay caused by events outside our reasonable control.
This may include:
internet outages
platform failures
supplier delays
courier delays
illness
travel disruption
natural events
war
strikes
government restrictions
payment platform issues
hosting failures
software failure
cyberattacks
power cuts
other events beyond reasonable control
41. Changes to these Terms
We may update these Terms from time to time.
When we update them, we will change the “Last updated” date at the top of this page.
The latest version of the Terms will apply to your use of the website and future purchases or projects.
For existing client projects, the terms agreed at the time of project confirmation will usually continue to apply unless both parties agree otherwise.
42. Severability
If any part of these Terms is found to be invalid, unlawful or unenforceable, the remaining parts will continue to apply.
43. No waiver
If we do not enforce part of these Terms immediately, that does not mean we give up the right to enforce it later.
44. Governing law
These Terms are governed by the laws of England and Wales.
Any disputes will be subject to the courts of England and Wales, unless consumer law gives you the right to bring a claim elsewhere.
45. Contact
If you have questions about these Terms, contact: info@midnightmerchandise.com