Terms of Service

This Terms of Service (the “Terms” or “Terms of Service”) are entered into and by Ground Partners (also “we”, “us” and “Company”) and the Client (“Customer” or “you”). Access to and use of the Website and the products and services provided by Ground Partners (collectively, the “Services”) are subject to these Terms. By using the Services, you are agreeing to all of the Terms of Service, as may be updated by us from time to time.

These Terms describe each party’s rights and responsibilities in connection with the use of the Services and together with any exhibits, documents or URLs referenced herein and any terms contained in an Acknowledgement, Order Form or Invoice (collectively, the “Agreement”) constitute a binding and enforceable legal contract between Client and Brilliant.

You should check this page regularly to take notice of any changes we may have made to the Terms of Service.

Privacy Policy

Our Privacy Policy sets out how we will use your information. By using this Website, you consent to the processing described therein and warrant that all data provided by you is accurate.

Data Processing Addendum

Our Data Processing forms part of the Agreement for our clients with respect to data of which they are the Controller.

Scope of Services

Ground Partners offers a variety of services (“Services”), which may include (but are not limited to) the following.

Website. Our “Website” is located at Ground Partners and includes any and all subdomains thereof.

Custom Merchandise. Ground Partners designs, sources and produces custom merchandise such as apparel, pens, notebooks, drinkware, gifts and other merchandise (“Custom Merchandise”). Brilliant will sell Custom Merchandise to you under these Terms, in addition to the terms of each specific order that you will agree to when approving an order on our Website.

Fulfillment and Storage Services. Ground Partners provides fulfillment and warehousing services to some clients. Should you utilize these services, your usage will be subject to our Fulfillment and Storage Terms.

Platform Services. Ground Partners provides software services to some clients. Should you utilize these services, your usage will be subject to our Platform Services Terms.

Current pricing for Platform Services and Fulfillment and Storage Services is available on our pricing page.

User Representations

You represent and warrant that you are over the age of 18, that all details you provide to us are true and accurate and that you are an authorized signatory for the company you represent.

Samples. You acknowledge and agree that the only way to assess product color, quality and other physical specifics is to review a physical sample in person. Brilliant encourages you to order samples before approving any orders to confirm the products contained therein will meet your needs. If you choose not to order samples, it is at your own risk.

Product Inspection and Issues. We try to resolve issues and concerns with orders as quickly as possible. Client agrees to inform Brilliant in writing as quickly as possible if there are complaints, concerns or issues with their order upon receipt.

After receiving any items purchased from Ground Partners, Client agrees to inspect products immediately and inform Ground Partners if there are any concerns, problems or issues. At a minimum, Client agrees to inform Ground Partners of any problems within 14 days of shipment receipt. Client agrees to provide photos and return items if requested to assist with understanding and resolving your issue.

Ownership and Risk of Loss Ownership for the items in your order passes to you upon transfer to the shipping carrier by Ground Partners or our affiliates or partners. Client may elect to purchase insurance for losses incurred by the shipping carrier, and must inform Brilliant at the time of order approval that they wish to do so.

Intellectual Property

Client grants to Ground Partners a royalty-free, worldwide, transferable, nonexclusive, right and license to use any content, logos and design files you provide to us (User Supplied Content), in all media existing now or created in the future, as Ground Partners deems reasonably necessary to allow us to satisfy our obligations to you in connection with the Services. Ground Partners may sublicense the rights that you grant us in this Section to a third party subcontractor only for purposes of producing Custom Merchandise and providing the Services to you. Client grants Ground Partners the right to include client and its logo in client lists, and to share photographs of completed deliverables in case studies, marketing materials, and the like, unless Client makes a written request to Ground Partners to the contrary.

Client retains any and all rights in and to the User Supplied Content including, but not limited to any copyright or trademark rights. Client warrants that it owns all intellectual property and other rights, title and interest in and to any User Supplied Content.

Warranty Disclaimer

Ground Partners provides Services and its Website on an “as is” and “as available” basis. We do not represent or warrant that the Website or Services will be free of inaccuracies or errors, will meet your requirements or that access will be completely uninterrupted. We make no warranties other than those expressly made in these Terms, and hereby disclaim any and all other warranties whether express, implied, statutory or otherwise, including without limitation, warranties of fitness for a particular purpose, merchantability and non-infringement.

Ground Partners will not be liable to Client or any third party for any consequential, incidental, indirect, punitive or special damages (including damages relating to lost profits, lost data or loss of goodwill) arising out of, relating to or connected with the use of Services or Website, based on any cause of action, even if advised of the possibility of such damages.

Limitation of Liability. In no event will the liability of Ground Partners in connection with these Terms, the Website and the Services exceed the amounts paid by you to Ground Partners during the three months immediately preceding the acts giving rise to such liability.

General

Notice. All notices required or permitted to be given under these Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to Brilliant, you must use the following e-mail address: notice Ground Partners. If Brilliant provides notice to you, Ground Partners will use the contact information provided by you to Ground Partners. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.

Termination. Either party may terminate this Agreement at any time for any reason by providing 30 days written notice to the other party. Termination will not impact Brilliant’s obligation to fulfill, nor Client’s obligation to pay for, Orders or Platform Services that have already been approved.

Force Majeure. Ground Partners will not be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine or shelter-in-place mandate, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

Dispute Resolution. Any and all disputes arising out of, relating to or connected with these Terms or your use of any part of the Services or the Website will be exclusively resolved in small claims court in Accra, Ghana, if the claim meets the requirements for resolution therein, or, if it exceeds the threshold for small claims court, under confidential binding arbitration held in Accra, Ghana before and in accordance with the Rules of the Ghana Arbitration Association, by a sole arbitrator applying Ghana law (without regard for conflicts of law principles). If the dispute is taken to arbitration, the arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms will be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. Any action to enforce an arbitrator’s award will be brought in court located in Ghana. Each party hereby irrevocably submits to the personal jurisdiction of the Republic of Ghana.

These Terms shall be governed by laws of the Republic of Ghana, without regard to its conflicts of laws principles.

Assignment. These Terms will be binding upon each party hereto and its successors and permitted assigns.

Contractor relationship. Client and Ground Partners are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms.

Waiver. No failure by either party to enforce or require strict performance in any situation under these Terms shall constitute a waiver of the obligations or rights provided in these Terms.

Severability. If any part of these Terms is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these Terms will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause/sub-clause as is permitted by law.

Entire Agreement

These Terms constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and Ground Partners with respect to the Services. Upon acceptance of an Order Form, estimate, or proposal governed by these Terms, these Terms shall supersede and replace any prior confidentiality or non-disclosure agreement between the parties solely with respect to Confidential Information disclosed in connection with the Services. Any waiver of any provision of these Terms will be effective only if in writing.