Terms and Conditions

Last Modified: 17th July 2025

S3 Venture Studio LTD ("makea", "we", "us", or "our") operates the website makea.co, the platform at app.makea.co, and associated services (collectively, the "Platform"). These Terms and Conditions ("Terms") govern your access to and use of the Platform. By registering an account or using the Platform, whether as a Client or Supplier, you agree to be bound by these Terms and our Privacy Policy.

1. Definitions

Client: Any designer, brand, fashion business, or affiliated entity that uses the Platform to source, manage, or coordinate services, including, but not limited to — product development, sourcing, manufacturing, logistics, or any related consulting or advisory services facilitated through the Platform.

Supplier: Any vetted supply chain partner (including but not limited to manufacturers, fabric/trim suppliers, and logistics providers) introduced via the Platform.

User: Any authorized representative of a Client or Supplier on the Platform.

Order: Any confirmed project, production run, or service assignment initiated and agreed upon through the Platform, including but not limited to product development, sourcing, manufacturing, logistics, or related activities.

Service Fees: The percentage-based fee charged by makea on transaction values, as set out in clause 10.2.

Subscription Fees: The recurring fees payable by Clients for access to makea subscription plans, as set out in clause 10.3.

Platform Data: Data generated through use of the Platform, including but not limited to transaction records, communications, analytics, and performance metrics.

Evaluation Users: Users granted limited access to the Platform during an Evaluation Period, as set out in clause 20.

2. Acceptance of Terms

By using the Platform, you accept these Terms. If you are using the Platform on behalf of a company, brand, supplier, or other organization, you represent and warrant that:

(a) You have the authority to bind such organization; and

(b) You are at least 16 years of age or have obtained parental/guardian consent.

3. Modifications to Terms

makea may revise these Terms periodically. Material changes will be notified via email or Platform notification at least seven (7) days in advance, with the revised Terms effective upon the stated date.

4. Registration & Access

Access to the Platform requires registration and compliance with all eligibility requirements. makea may request documentation to verify:

(a) Identity;

(b) Eligibility; or

(c) Legal capacity, including export licenses or proof of third-party export arrangements for Suppliers in regulated jurisdictions.

makea reserves the right to audit third-party exporter credentials.

5. Confidentiality

Clients and Suppliers must maintain confidentiality of any non-public information accessed via the Platform, including but not limited to tech packs, pricing, specifications, and business practices. This obligation shall survive for five (5) years following termination, except for trade secrets, which remain protected indefinitely under applicable law.

6. Intellectual Property

(a) Clients retain IP rights to submitted materials.

(b) Suppliers retain rights to proprietary methods/tools.

(d) makea may remove infringing materials and terminate repeat violators.

7. Platform Use & Conduct

7.1. Account Creation and Accuracy

To access and use the Platform, all users must register for an account. When registering, you agree to provide accurate, complete, and up-to-date information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify makea immediately of any unauthorised use of your account. We reserve the right to suspend or terminate any account if we suspect or determine that any information provided is inaccurate, misleading, or violates these Terms.

7.2. Service Level Commitments

While makea aims to provide timely services and communications, response times may vary depending on the nature of the inquiry or the issue. Clients and Suppliers can expect responses to Platform issues within 3 business days (non-binding, see Section 14). Delivery timelines remain subject to supplier and carrier performance.

7.3. Platform Availability and Downtime

makea may from time to time schedule updates, perform maintenance, or experience temporary outages of the Platform. While we strive for availability, we do not guarantee uninterrupted access. Service availability targets (if communicated) are commercial benchmarks and not contractual guarantees. See Section 14 for full disclaimers and limitations of liability.

7.4. Client User Responsibilities

Registration is required before gaining full access to all makea Platform services. Client Users are granted access to supply chain management tools, our vetted production network, pricing transparency, and expert services. As a Client User, you:

(a) Agree to provide and maintain accurate, complete, and current information, especially when estimating or purchasing services or products.

(b) Warrant that you possess all necessary authorisations, including but not limited to design copyrights, trademark licences, and liability insurance for any design submitted through the Platform.

(c) Acknowledge that submitting unauthorised or infringing materials constitutes a breach of contract between you and any Supplier and may result in liability for any resulting damages to intellectual property holders, suppliers, and makea.

(d) Agree that makea may request supporting documentation on onboarding or during your continued use of the Platform to verify your eligibility.

7.5. Supplier User Responsibilities

Supplier registration is also mandatory to access makea's services, including introductions to Clients, quote generation, and Order fulfilment capabilities. As a Supplier User, you:

(a) Agree to provide and maintain accurate, complete, and up-to-date information that affects your quoting and fulfilment capabilities.

(b) Warrant that you hold all necessary authorisations, licences, and liability coverage to fulfil any product or service offered through the Platform.

(c) Acknowledge you may not reproduce any submitted design unless explicitly authorised by the Client via written or verbal consent or formal Order placement.

(d) Accept that any unauthorised reproduction constitutes a breach of contract with the Client and may result in liability for any related losses incurred by Clients, intellectual property holders, and makea.

(e) Agree that makea may request supporting evidence of your legal compliance and operational readiness during onboarding or ongoing participation.

(f) If unable to self-export, Supplier must: (i) Disclose this limitation during onboarding; and (ii) Use only makea-designated third-party exporters.

8. Orders & Production

8.1. Order Placement

Clients may place production Orders through the Platform to access custom sourcing and manufacturing services from makea's vetted network of production partners. makea facilitates these introductions, which represent proprietary sourcing relationships and operational frameworks developed through significant internal efforts, investment, and expertise. Accordingly, Clients agree not to engage in direct or indirect commercial dealings with any Supplier introduced via the Platform without makea's prior written consent. Breach of this obligation constitutes a material violation of these Terms.

8.2. Order Binding Conditions

To initiate an Order, Clients must:

(a) Submit required technical specifications;

(b) Confirm Order details through the Platform.

An Order becomes binding only after:

(i) Receipt of the applicable deposit or full prepayment by makea; and

(ii) Explicit Order acceptance by makea in writing.

Until both conditions are met, makea reserves the right to reject, modify, or suspend the Order without liability.

8.3. Pre-Production Samples

If requested by the Client or deemed necessary by the Supplier:

(a) A Pre-Production Sample (Photo/Physical) will be provided for Client review;

(b) Clients must approve samples promptly. Approval triggers bulk production;

(d) Physical sample shipping risks and costs are borne by the Supplier until confirmed receipt by the Client.

8.4. Platform Role

makea acts solely as a facilitator between Clients and Suppliers as defined in Section 14.6, and is not responsible for enforcing delivery, quality, or IP compliance (though may facilitate issue resolution).

8.5. Costs & Lead Times

Clients remain responsible for:

(a) All taxes, duties, and freight costs;

(b) Providing accurate import documentation (e.g., HS codes).

Estimated lead times and freight costs are non-binding and subject to change.

8.6. Export Compliance

(a) Supplier Obligations: Must hold valid export licenses; for restricted materials (e.g., CITES-listed species), additional permits are required. If using third-party exporters: disclose exporter contacts within 48 hours of Order confirmation; submit export license copies (if applicable) pre-shipment. Suppliers using makea-designated exporters must ensure compliance with UK/EU/US sanctions.

(b) Client Obligations: Provide accurate import documentation. Clients must verify products comply with destination country restricted items lists (e.g., CITES, embargoed materials).

9. Logistics, Fulfilment & Lead Times

makea may coordinate logistics services on behalf of the Client, including but not limited to warehousing, quality control (QC), international freight, customs clearance, and final fulfilment. These services are facilitated through vetted third-party providers and are subject to availability, location, and project scope.

Lead times and estimated delivery dates are determined based on final product specifications, Supplier timelines, and the transportation methods selected. Estimated lead time commences upon confirmed deposit acceptance and may differ from those initially quoted by Suppliers. While makea may provide an indicative delivery window at the time of Order confirmation, Clients acknowledge that these dates are non-binding and subject to change due to factors outside of makea's control.

Such factors may include, but are not limited to, production delays, material shortages, customs clearance issues, force majeure events, or third-party carrier disruptions. While makea will make commercially reasonable efforts to mitigate such delays and support resolution in coordination with Suppliers and Carriers, it shall not be held liable for any financial losses or indirect damages arising from such delays.

Clients remain responsible for ensuring readiness for delivery, including import documentation, delivery instructions, and regulatory compliance. makea may assist in coordination but is not the importer of record unless expressly agreed in writing.

Clients are solely responsible for ensuring all imports comply with destination country regulations, including providing accurate HS codes and obtaining required import licenses. Any customs inspections, delays, or penalties arising from incomplete or inaccurate documentation shall be borne by the Client.

10. Pricing & Payments

Quotes provided via the Platform are valid for thirty (30) calendar days from the date of issuance unless otherwise explicitly stated. Quotes may be requested by registered Users or qualified prospective Clients during onboarding.

Quotes are non-binding and do not constitute a contractual agreement or offer. They are based on the information provided at the time of request and may be updated due to changes in quantity, specification, market conditions, or third-party input costs such as raw materials, labour, or freight.

makea and its supplier network reserve the right to revise or withdraw quotes within the 30-day validity period due to internal policy changes or external factors impacting production feasibility. Quotes are indicative only and should not be construed as a guarantee of availability, price, or lead time.

10.1. Payment Process

Clients agree to pay all amounts due in accordance with the agreed payment schedule at the time of Order confirmation. Payments are processed via Stripe (FCA-authorized payment institution) and held in segregated client money accounts until disbursement. Payments will be disbursed to Suppliers within 24 hours of successful clearance, unless delayed for AML verification.

10.2. Service Fees

Service Fees — calculated as a percentage of the transaction value — apply to each Order. This fee covers supplier coordination, workflow facilitation, and Platform services. Service Fees are non-refundable once an Order is confirmed.

10.3. Subscription Fees

makea offers the following subscription plans for access to Platform features:

Essential Tier: Free access providing basic Platform features. Feature details and any applicable usage limitations are as described on the Platform and may be updated from time to time.

Growth Tier: Enhanced access to Platform features at a Subscription Fee of £79.00 per month or £758.00 per year (representing a 20% discount on the monthly rate). Feature details for the Growth Tier are as described on the Platform and may be updated from time to time.

Billing Cycles: Growth Tier Subscription Fees are payable either monthly or annually, at the Client's election. Annual billing shall be charged as a single upfront payment at the start of the annual billing cycle. Monthly billing shall be charged on the same date each calendar month.

Payment Method: All Subscription Fees are processed via Stripe in accordance with Section 10.1. The Client must maintain a valid payment method on file at all times during the term of a paid subscription. Failure to maintain a valid payment method may result in suspension of Growth Tier access.

Subscriptions shall automatically renew at the end of each billing cycle unless the Client cancels in accordance with the Cancellation provisions set out in this clause 10.3. makea will issue renewal notices between 30 and 60 days before the renewal date.

Cancellation: Clients may cancel a Growth Tier subscription at any time by providing notice through the Platform or by written notice to legal@makea.co. Cancellation shall take effect at the end of the current billing cycle, and no refund shall be issued for any partial period already paid. The Client shall retain access to Growth Tier features until the end of the paid billing period.

Refunds: No pro-rata refunds shall be issued for unused portions of monthly subscriptions. Annual subscriptions shall be non-refundable after the expiry of a 14-day cooling-off period commencing on the date of payment, in accordance with applicable consumer protection legislation under the laws of England and Wales. Refund requests within the 14-day cooling-off period must be submitted in writing to legal@makea.co.

Upgrades and Downgrades: Clients may upgrade from the Essential Tier to the Growth Tier at any time, with the applicable Subscription Fee charged immediately on a pro-rata basis for the remainder of the current billing cycle. Clients may downgrade from the Growth Tier to the Essential Tier at any time, with such downgrade taking effect at the end of the current billing cycle.

Price Changes: makea reserves the right to adjust Subscription Fees upon not less than 30 days' prior written notice to the Client. Any adjusted fees shall take effect from the next renewal cycle following the notice period. Continued use of a paid subscription after a price change takes effect shall constitute acceptance of the revised Subscription Fees.

Failed Payments: In the event of a failed recurring payment, makea shall provide a 7-day grace period during which the Client's Growth Tier access shall be maintained. makea will attempt to process the outstanding payment up to three (3) times during this period. If the payment remains unresolved after the grace period, the Client's account shall automatically revert to Essential Tier features until the outstanding balance is settled.

Trial Conversion: Evaluation Users (as defined in Section 20) may convert to a paid Growth Tier subscription at any time during or after the Evaluation Period. Upon conversion, standard billing terms under this clause 10.3 shall apply from the date of the Client's first paid subscription.

Effect of Subscription Lapse: If a Growth Tier subscription expires, is cancelled, or lapses for any reason, the Client's account shall revert to Essential Tier features. Any active Orders placed during the Growth Tier subscription period shall remain subject to all applicable commercial terms set out in these Terms.

VAT: All Subscription Fees stated in this clause 10.3 are exclusive of VAT. VAT shall be added at the prevailing rate where applicable in accordance with the laws of England and Wales and any other relevant jurisdiction.

10.4. Taxes, Duties & Regulatory Fees

Clients are responsible for all taxes, duties, import tariffs, customs exams, or other incidental fees arising from procurement, transit, or delivery, including but not limited to:

10.4.1. VAT/GST

(a) EU/UK Clients must provide valid VAT/GST registration numbers upon request and self-assess VAT under reverse-charge mechanisms where applicable.

(b) All invoices to EU/UK Clients will state: "Reverse charge applies: Customer to account for VAT."

10.4.2. Import Duties

(a) Clients must provide accurate HS codes and import license copies (if required).

(b) makea's cost estimates are indicative only — final charges are determined by customs authorities.

10.4.3. Export Compliance

(a) Suppliers are responsible for export license fees (unless otherwise agreed in writing) and third-party exporter charges per Section 8.6.

(b) Clients/Suppliers warrant compliance with CITES species lists, EU REACH regulations, and destination-country import bans.

10.4.4. General Provisions

(a) All tax/duty payments are non-refundable once remitted to authorities.

(b) Customs classification disputes shall be resolved by the importer of record.

10.5. Bank Account Requirements & Automated Charges

Clients may be required to securely link a valid bank account or payment method on the Platform. By doing so, Clients authorize makea to auto-debit:

(a) Any upfront payments due at the time of Order;

(b) Any overdue balances in line with the agreed payment terms.

If a payment attempt fails, additional processing fees may apply per attempt. makea reserves the right to require a signed Automated Payment Authorization form from Users prior to onboarding.

10.6. Late or Non-Payment

In cases of late or failed payment, makea may:

(a) Suspend Order fulfillment;

(b) Restrict access to the Platform;

(d) Auto-charge the payment method on file for overdue balances.

10.7. Non-Refundable Orders

All products and services are custom to the Client's specifications. Once an Order is submitted and accepted via the Platform, it is non-refundable unless explicitly agreed in writing.

(a) Clients agree to pay deposits and balances as per agreed terms.

(b) Late payments may result in Order suspension and additional fees.

10.8. Change Orders and Amendments

Requests to change product specifications, quantities, or delivery timelines after Order confirmation must be submitted in writing. Acceptance of such changes is at the sole discretion of makea and/or the Supplier, and may incur additional costs and revised delivery timelines.

10.9. Tax Compliance

(a) Reverse-Charge Mechanism: EU/UK Clients must self-assess VAT/GST and provide valid tax identification numbers (e.g., EU VAT ID) upon request.

Invoice Disclaimer: All invoices to EU/UK Clients will state: "Reverse charge applies: Customer to account for VAT."

10.10. Financial Compliance

All Users must comply with anti-money laundering (AML) and sanctions regulations. By using the Platform, you agree to:

10.10.1. Verification Requirements

For transactions exceeding £10,000 (or equivalent):

(a) Provide signed end-use declarations;

(b) Submit proof of beneficiary account ownership;

Enhanced due diligence applies to:

(a) High-risk jurisdictions (per UK/FATF lists);

(b) Politically Exposed Persons (PEPs);

10.10.2. Sanctions Obligations

You warrant that you are not listed on:

(a) UK OFSI sanctions lists;

(b) EU Sanctions Map;

You will not:

(a) Process payments to/from embargoed countries;

(b) Engage in arms/dual-use goods transactions;

10.10.3. Platform Rights

makea may:

(a) Retain AML records for 5 years as required by UK law;

(b) Temporarily suspend transactions for verification;

(d) Charge reasonable costs for extended compliance reviews.

10.10.4. Export Control

All Users warrant compliance with:

(a) UK Export Control Order 2008;

(b) EU Dual-Use Regulation 2021/821;

11. Tooling

If tooling (e.g., molds) is required, costs are due upon Order confirmation. Ownership transfers to the Client once paid in full. Tooling not used for 12 months may be discarded. makea will notify Clients 30 days before discarding unused tooling.

12. Non-Circumvention

To preserve the integrity of the Platform and its service ecosystem, all Clients and Suppliers agree not to bypass makea in any way that undermines its commercial role in facilitating relationships and transactions.

12.1. Restrictions on Direct Engagement

Clients and Suppliers are strictly prohibited, without the prior written consent of makea, from:

(a) Exchanging direct contact information (including but not limited to email addresses, phone numbers, or physical addresses);

(b) Entering into independent agreements for services initially introduced, facilitated, or coordinated through the Platform; or

(c) Engaging in any off-Platform transactions with one another for a period of twenty-four (24) months following the initial introduction via the Platform.

All communications between Clients and Suppliers must be conducted exclusively through the designated communication channels provided by makea. Any violation of this clause shall constitute a material breach of these Terms and may result in account suspension, termination, and legal remedies, including the recovery of lost Service Fees.

12.2. Approval Requirement

Any party wishing to share direct contact information or engage outside the Platform must request and obtain written approval from makea in advance. Approval may be granted at makea's sole discretion, subject to evaluation of the circumstances and alignment with Platform policies.

12.3. Consequences of Violation

In the event of a breach of this clause:

(a) Immediate Expulsion: makea reserves the right to terminate access to the Platform for any party involved, with immediate effect and without refund.

(b) Financial Penalty: The breaching party shall pay makea the greater of: liquidated damages equal to three (3) months' average Service Fees based on the preceding 12-month period; 25% of the total value of the circumvented transaction; or additional actual damages proven by makea (minimum £10,000 for material breaches).

(c) Legal Remedies: makea may seek additional legal remedies, including injunctive relief or damages, as deemed appropriate.

(d) Acknowledgment: By using the Platform, all Users acknowledge that enforcement of this non-circumvention clause is critical to ensuring transparency, fairness, and sustainability of the makea ecosystem.

(e) Severability: If any part of this clause is held unenforceable, the remainder shall remain in full force and effect.

13. Indemnification

You agree to indemnify, defend, and hold harmless makea, its officers, directors, employees, agents, affiliates, subsidiaries, successors, assigns, service providers, vendors, and suppliers from and against any and all claims, liabilities, damages, losses, demands, actions, or expenses — including reasonable legal fees and court costs — arising out of or related to:

(a) Your use of the Platform;

(b) Any submissions, content, or materials provided by you;

(d) Your violation of these Terms;

(e) Your breach of any representations or warranties made herein;

(f) Your violation of any rights of another party, including intellectual property, confidentiality, or privacy rights.

This indemnity obligation survives termination of your access to the Platform.

Except as expressly stated herein, all warranties, conditions, representations, and obligations implied by statute, common law, or otherwise are excluded to the maximum extent permitted by applicable law.

If you are dissatisfied with the Platform or these Terms, your sole and exclusive remedy is to discontinue your use of the Platform.

To the fullest extent permitted by law, makea shall not be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages — including, without limitation, loss of profits, business interruption, data loss, reputational harm, or any economic loss — arising out of or in connection with your use of the Platform, or these Terms, whether in contract, tort (including negligence), statute, or otherwise.

14. Limitation of Liability & Disclaimers

14.1. Disclaimers

The Platform and all related services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, makea expressly disclaims all warranties, whether express, implied, statutory or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not guarantee that:

(a) the Platform will operate without interruption, delays, or defects;

(b) the information or content provided is accurate, complete, or current;

14.2. Third-Party Links

The Platform may contain links to third-party websites or resources. These are provided for your convenience only. makea does not control and is not responsible for the content, privacy practices, or operations of such external sites. Your access and use of third-party sites are at your own risk and subject to their respective terms and policies.

14.3. User Responsibilities

You acknowledge and agree that your use of the Platform is at your sole risk and that you are solely responsible for the evaluation of the accuracy, completeness, and usefulness of any information, services, or products provided through the Platform. You are responsible for complying with all legal, regulatory, and contractual obligations related to your dealings with suppliers or clients sourced through the Platform.

14.4. Limitation of Liability

To the fullest extent permitted by law, makea, its directors, officers, employees, affiliates, and agents shall not be liable under contract, tort (including negligence), strict liability, or otherwise for any indirect, incidental, special, punitive, or consequential damages of any kind, including but not limited to:

(a) loss of profits, revenue, data, business opportunities, or goodwill;

(b) interruption of business or procurement of substitute goods or services;

(c) any liability arising from delays, delivery failures, product non-conformity, or disputes between Client and Supplier Users, even if makea has been advised of the possibility of such damages.

Notwithstanding the foregoing, this limitation shall not apply to: fraud or willful misconduct; or infringement or misappropriation of intellectual property rights.

14.5. Cap on Liability

In jurisdictions where limitations on liability are not permitted in full, makea's total liability to you for any claim arising under or relating to these Terms or use of the Platform shall not exceed the Service Fees paid for the specific Order giving rise to the claim.

14.6. No Involvement in Contractual Enforcement

makea acts solely as a facilitator between Clients and Suppliers. It does not guarantee the performance, quality, legality, or compliance of goods or services facilitated. Users are solely responsible for managing and enforcing any agreements entered into via the Platform. makea may, at its discretion, facilitate issue resolution but assumes no liability for outcomes.

14.7. Disclaimer on Service Levels

Any service level expectations communicated by makea — such as average response times, project delivery targets, or supplier lead times — are intended solely as operational benchmarks. These are non-binding, not contractually guaranteed, and do not override the disclaimers and liability limitations set out in Section 14.

15. Term and Survival

These Terms remain in effect for as long as you use the Platform.

All provisions that, by their nature, should survive termination — including but not limited to intellectual property rights, confidentiality obligations, indemnities, disclaimers, limitations of liability, and dispute resolution clauses — shall remain in full force and effect after termination.

16. Governing Law

These Terms and Conditions are governed by the laws of England and Wales, without regard to its conflict of law principles.

However, for any contractual arrangements independently formed between Clients and Suppliers — such as tri-party agreements for product development, sourcing, production, or logistics — local laws applicable to the parties involved may apply and govern those specific transactions, provided such contracts are clearly documented and agreed upon.

Use of the makea Platform remains subject to these Terms, irrespective of the governing law of any underlying service agreement.

Where consumer protection laws of your local jurisdiction provide you with mandatory rights that cannot be waived by contract, those rights shall remain unaffected.

17. Dispute Resolution

For any disputes arising between clients and suppliers regarding transactions, deliverables, quality, or any other matter related to engagements facilitated through the Platform, you agree to pursue such disputes independently and in good faith.

makea is not a contractual party to transactions between Clients and Suppliers unless expressly stated otherwise. Accordingly, you agree to release and indemnify makea — including its affiliates, officers, directors, employees, and agents — from any and all claims, liabilities, demands, actions, damages, or expenses (including actual, incidental, special, or consequential damages) arising out of or in connection with such disputes or transactions conducted via the Platform.

Where appropriate and at its sole discretion, makea may offer limited support to mediate or facilitate resolution. However, such involvement shall not constitute an assumption of responsibility or legal liability.

18. Cancellation & Termination

You may cancel your access to the Platform by providing written notice to legal@makea.co. Cancellation will take effect at the end of your current service term. You remain responsible for all outstanding costs, obligations, and any unpaid Service Fees due through the end of the active term, including any transaction-related commitments initiated prior to cancellation.

Where applicable, subscription-based access or service arrangements may be set to auto-renew. makea will provide a reminder notice 30 to 60 days prior to the renewal date.

makea reserves the right to suspend or terminate your account at any time, with or without cause, upon written notice. Immediate termination may apply in the event of a material breach, misuse of the Platform, or non-compliance with these Terms.

makea reserves the right to deactivate any account that remains inactive for a continuous period of 12 months. Prior to deactivation, affected users will receive a notice at least 30 days in advance. Reactivation of an account may require identity re-verification or additional onboarding procedures.

19. Force Majeure

makea shall not be held liable for any delay or failure to perform its obligations under these Terms if such delay or failure arises from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, insurrection, governmental restrictions, economic sanctions, trade embargoes, cyberattacks, labor disputes (including lawful or unlawful strikes), shortages of labor or materials, supply chain disruptions, internet or utility outages, communication failures, delays by carriers or customs authorities, unavailability of payment processing services, postal disruptions, or the failure of public or private infrastructure systems.

In such cases, makea's obligations shall be suspended for the duration of the event. The affected Party must notify others in writing within 48 hours of occurrence. If the force majeure event continues for more than thirty (30) days, either party may terminate the affected services with written notice and no liability for resulting non-performance.

20. Evaluation Period

Before becoming a full Client or Supplier, users ("Evaluation Users") may be granted limited, no-cost access to certain features of the makea Platform for a defined trial period, solely for the purpose of evaluating its suitability.

During this Evaluation Period, Evaluation Users may submit project briefs, receive indicative quotes from the supplier network, and explore relevant features. By accessing or using the Platform in any capacity during this period, Evaluation Users agree to be bound by these Terms and Conditions in full.

If makea authorizes an Evaluation User to proceed with a live Order during the Evaluation Period, all applicable Terms — including those related to payments, deliverables, liability, and non-circumvention — shall apply to that transaction.

makea reserves the right to modify or revoke Evaluation access at any time without notice.

21. Reviews & Feedback

You understand and agree that makea may contact any Client or Supplier to request feedback regarding their experience with your services or interactions, including but not limited to — product quality, communication, reliability, and fulfillment.

Such reviews may be used by makea at its discretion for internal quality assurance, to inform future Clients or suppliers, or to be displayed (in part or whole) on the Platform or related channels for transparency and accountability.

All present and future intellectual property rights, including copyrights, in reviews submitted to makea shall remain the exclusive property of makea. You may not copy, republish, or otherwise use reviews for any purpose outside of the Platform without prior written consent.

22. Data Protection

22.1. Compliance Framework

Each party shall comply with all applicable data protection laws including:

(a) UK Data Protection Act 2018;

(b) EU GDPR (Regulation (EU) 2016/679);

(d) California CCPA/CPRA (for US clients).

22.2. Cross-Border Data Transfers

For international data transfers, makea implements appropriate safeguards in accordance with applicable data protection laws, including Standard Contractual Clauses and the UK International Data Transfer Agreement where applicable.

22.3. Data Subject Rights

Users may exercise rights by contacting:

(a) EU/UK: DPO at dpo@makea.co

(b) China: PIPL Officer at pipl@makea.co

Service Level Commitments: Acknowledgement within 5 business days; Resolution within 30 calendar days (extendable for complex requests).

22.4. Data Retention Schedule

makea retains personal data only for as long as necessary to fulfil the purposes for which it was collected or as required by applicable law. Full retention schedules are available upon request at dpo@makea.co.

22.5. Data Use for Algorithm Training and Platform Improvement

By accessing or using the Platform, all Users — including Clients, Suppliers, and their authorized representatives — grant makea a non-exclusive, worldwide, royalty-free, and perpetual right to collect, store, process, and analyze all data generated through, uploaded to, or shared on the Platform, including but not limited to transactional records, communications, performance metrics, and product-related information such as designs, specifications, measurements, technical packs, material details, and order documentation (collectively, the "Platform Data").

Such Platform Data may be used solely for the following legitimate purposes:

(a) to train, enhance, and validate makea's proprietary algorithms, automation systems, and artificial intelligence models;

(b) to improve the efficiency, accuracy, and performance of Platform workflows and related services; and

makea shall ensure that Platform Data used for these purposes is processed in compliance with applicable data protection laws and, where feasible, will be pseudonymized, aggregated, or anonymized to prevent the identification of individual Users or disclosure of confidential business information.

Nothing in this clause shall transfer or assign any intellectual property rights in Client or Supplier materials to makea. All such rights remain with their respective owners. The permitted use of Platform Data shall not be construed as granting makea any commercial exploitation rights or authorization to reproduce, distribute, or publicly display proprietary product content outside the scope of internal system development and improvement.

Users may contact makea for clarification on data use practices or to exercise applicable rights under relevant data protection laws, including opt-out where permitted.

22.6. Security Protocols

All parties must implement:

(a) Technical Measures: AES-256 encryption, MFA for system access;

(b) Organizational Controls: Annual staff training, breach response drills;

22.7. Breach Notification

(a) EU/UK: 72 hours (GDPR) / 24 hours (UK ICO);

(b) China: Immediate (PIPL Art. 57);

22.8. Special Provisions for China

Separate consent required for:

(a) Biometric data (3D body scans);

(b) Cross-border transfers to non-PIPL jurisdictions.

CAC Filing Numbers are disclosed in account settings.

23. Digital Acceptance

By clicking "Accept" or registering for an account, you agree that such action constitutes a legally binding electronic signature under applicable laws, including eIDAS and the ESIGN Act.

By registering and using the makea Platform, you agree to these Terms and Conditions in their entirety.