Copyright Licence
Before paying and downloading your design, make sure to understand and agree to the terms and conditions of the agreement that Amarti will swiftly tailor to your requirements. This page illustrates the basic terms of Amarti's copyright license.
If you pay and download the design without a tailored agreement having been signed by both parties, you automatically agree a three year non-exclusive licence for one use only on the terms set out below.
Contents
1.Definitions
2. Grant
3. Quality control and marking
4. Approval of Licensed Product
5. Marketing
6. Confidentiality
7. Licence Fee
8. Protection of the Copyright
9. Moral rights
10. Liability, indemnity and insurance
11. Additional Licensee obligations
12. Sub-licensing
13. Subcontracting
14. Assignment and other dealings
15. Duration and termination
16. Consequences of termination
17. Further assurance
18. Waiver
19. Entire agreement
20. Variation
21. Severance
22. Counterparts
23. Third Party Rights
24. No partnership or agency
25. Force majeure
26. Notices
27. Inadequacy of damages
28. Multi-tiered dispute resolution procedure
29. Governing law
30. jurisdiction
1.Definitions
Copyright: all copyright and rights in the nature of copyright subsisting in the Work in any part of the world to which the Licensor is, or may become, entitled.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Effective Date: Day of online purchase and/or [ SPECIFIC START DATE in the written contract].
Licensed Product: the Product on which the Work has been reproduced pursuant to clause 2.1(a).
Market: [ DESCRIPTION OF MARKET, WHICH CAN BE AS NARROW AS ONE TYPE OF PRODUCT]
Net Sales Price: the actual invoiced price less any discounts, refunds and returns.
New Works: any copyright works produced by the Licensee based on the Work, including altered or adapted versions of the Work produced in order to enable it to be reproduced on the Product.
Product: any product within the Market (which, for the avoidance of doubt, may be as narrow as one type of product).
Quality Standards: the Licensor's standards of quality with regard to the Licensed Product and the packaging of the Licensed Product as set out in Schedule 2.
Territory: [TERRITORY].
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Work: the work to be licensed.
2. Grant
2.1. The Licensor hereby grants to the Licensee a non-exclusive licence under the Copyright to do the following acts in the Territory for the term of this agreement, subject to, and in accordance with, the terms of this agreement:
(a) reproduce the Work on the Product; and
(b) sell the Licensed Product to independent arm’s length customers; and
(c) reproduce the Work in any advertising or promotional material relating to the Licensed Product.
2.2.The parties may, by written agreement, extend the definition of Market and/or Territory, subject to agreement on any change to the licence fee.
2.3.The Licensee shall not:
(a) undertake advertising of the Licensed Product in, or specifically aimed at, any country outside the Territory;
(b) actively seek orders for the Licensed Product from outside the Territory; or
(c) establish any branch dealing in the Licensed Product or maintain any distribution depot for the Licensed Product outside the Territory.
3.Quality control and marking
3.1. The Licensee shall ensure that the Licensed Product complies with the Quality Standards at all times and is not defective in terms of workmanship, materials or otherwise.
3.2. The Licensee shall reproduce the Work on the Product and in the promotional or advertising material for the Licensed Product without any alteration or amendment, and in only the specific colours as shown in Schedule 1, and shall comply with any reasonable specifications, standards or directions relating to the Licensed Product which are notified in writing by the Licensor in order for the Licensor to approve the Licensed Product under clause 4.
3.3. The Licensee:
(a) acknowledges and agrees that all copyright and rights in the nature of copyright subsisting in any part of the world in any New Works shall vest in the Licensor; and
(b) hereby assigns to the Licensor absolutely the entire copyright and all other rights in the nature of copyright subsisting in any New Works, and all other rights of whatever nature, whether now known or created in the future, to which the Licensee may be entitled by virtue of the laws in force in any part of the world in such New Works, in each case for the whole term including any renewals, reversions, revivals and extensions.
3.4. The Licensee shall:
(a) comply with any reasonable specifications, standards or directions relating to the promotional or advertising material for the Licensed Product and its packaging notified in writing by the Licensor from time to time; and
(b) consult the Licensor as to the form and content of all advertising and promotional material and all packaging for the Licensed Product.
3.5. The Licensee shall procure that every Licensed Product sold and all packaging, quotations, specifications and descriptive literature relating to the Licensed Product be marked with a notice in the following terms, which notice, on the Licensed Product, shall appear below the Work unless otherwise specified by the Licensor in writing:
© Copyright Amarti [YEAR IN WHICH WORK CREATED] (all rights reserved).
3.6 The Licensee shall promptly provide the Licensor with copies of all communications, relating to the Copyright or the Work with any regulatory, industry or other authority, including any communications with patent attorneys, design right authorities, trade mark attorneys, or similar entities. For the avoidance of doubt, the Work shall not be protected, for example by way of design right or registered trade mark, without the Licensor’s written consent.
3.8. The Licensee shall not begin to manufacture and sell the Licensed Product under this agreement without obtaining the approval of the Licensor in respect of the Licensed Product in accordance with clause 4, and shall ensure that it complies with all obligations imposed on it under clause 4.
3.9. The Licensee shall provide the Licensor with details of any complaints it has received relating to the Licensed Product together with reports on the manner in which such complaints are being, or have been, dealt with and shall comply with any reasonable directions given by the Licensor in respect thereof.
4.Approval of Licensed Product
4.1.The Licensee shall, at the Licensee's own expense:
(a) at least [two months] before beginning to manufacture and sell the Licensed Product under this agreement provide prototype samples of the Licensed Product to the Licensor (by registered mail) for the Licensor's prior written approval (such approval not to be unreasonably withheld or delayed); and
(b) thereafter every time there is a change in the Product, and at any time at the Licensor’s reasonable request, supply samples of the Licensed Product to the Licensor.
4.2. The Licensor shall use her reasonable endeavours to notify the Licensee in writing within 14 days whether approval is given under clause 4.1(a) or shall notify the Licensee in writing of the details of any modifications which the Licensor may reasonably require to ensure that the Licensed Product is to her satisfaction, including any modifications reasonably required to ensure that the Quality Standards are achieved and to ensure the proper depiction of the Work on the Licensed Product.
4.3 Failure by the Licensor to notify the Licensee of approval within the 14-day period specified in clause 4.2 shall not be deemed to be an approval, but the Licensor shall only have a reasonable period in which to return approval or details of required modifications.
4.4. The Licensee shall:
(a) within 14 days of receiving notification of any modifications reasonably required by the Licensor pursuant to clause 4.2, make those modifications and provide revised samples of the Licensed Product to the Licensor for final written approval (such approval not to be unreasonably withheld or delayed); and
(b) if the Licensor does not provide such final approval, make any further modifications which the Licensor may reasonably require to ensure that the modifications the Licensor specified under clause 4.2 have been made to the Licensor's satisfaction.
4.5. The Licensee shall not alter or amend the Licensed Product approved pursuant to this clause 4 or any marking applied to the Licensed Product so approved without obtaining the prior written approval of the Licensor in respect of the proposed revised Licensed Product in accordance with the approval procedure set out in clause 4.1(a).
5. Marketing
5.1. The Licensee may market the Licensed Product under any trade marks.
5.2. The extent of the marketing of the Licensed Product is at the Licensee’s discretion.
6.Confidentiality
6.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after the expiry or termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, nor any of the terms of this agreement, except as permitted by clause 6.2.
6.2. Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with the obligations set out in this clause 6 as if they were a party to this agreement; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights or perform its obligations under or in connection with this agreement.
7. LICENCE FEE
7.1 On the Effective Date the Licensee shall pay to the Licensor the sum of stablished in the website after signing this agreement and such sum shall not be returnable nor available for credit against royalties or any other sums payable by the Licensee under this agreement.
7.2 The Licensee shall not pay further royalties on sales unless there is any future change to this agreement.
7.3 All payments made by the Licensee under this agreement are exclusive of VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply by the Licensor, the Licensee shall increase that payment by an amount equal to the VAT which is chargeable in respect of the taxable or deemed taxable supply in question, provided that the Licensor shall have delivered a valid VAT invoice in respect of such VAT to the Licensee. If the Licensee fails to comply with its obligations under this clause, it shall additionally pay all interest and penalties, which thereby arise to the Licensor. If any VAT invoice is delivered to the Licensee after the relevant payment has been made, the Licensee shall pay the VAT due within five Business Days of the Licensor delivering a valid VAT invoice.
8. Protection of the Copyright
8.1 The Licensee shall immediately notify the Licensor in writing giving full particulars if any of the following matters come to its attention:
(a) any actual, suspected or threatened infringement of the Copyright;
(b)any claim made or threatened that the Work infringes the rights of any third party; or
(c)any other form of attack, charge or claim to which the Copyright may be subject.
8.2. In respect of any of the matters listed in clause 8.1:
(a) the Licensor shall, at his absolute discretion, decide what action to take, if any;
(b) the Licensor shall have exclusive control over, and conduct of, all claims and proceedings;
(c) the Licensee shall not make any admissions other than to the Licensor and shall provide the Licensor with all assistance that he may reasonably require in the conduct of any claims or proceedings; and
(d) the Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.
8.3. The Licensor warrants that:
(a) she is the sole legal and beneficial owner of, and owns all the rights and interests in, the Copyright;
(b) she has not licensed or assigned the Copyright; and
(c) the Work is her original work and has not been copied wholly or substantially from any other source.
8.4 Nothing in this agreement shall constitute any representation or warranty that the exercise by the Licensee of rights granted under this agreement will not infringe the rights of any person.
9. Moral rights
9.1. The Licensor, being the sole author of the Work, asserts the Licensor's moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Work.
9.2 The Licensee shall ensure that each Licensed Product shall bear the notice referred to in clause 3.5, which the Licensor confirms will be sufficient to identify the Licensor as author of the Work for the purposes of the moral right asserted under clause 9.1.
10. Liability, indemnity and insurance
10.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this agreement.
10.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:
(a) the Licensee’s exercise of its rights granted under this agreement;
(b) the Licensee’s breach or negligent performance or non-performance of this agreement, including any product liability claim relating to Licensed Products manufactured, supplied or put into use by the Licensee;
(c) the enforcement of this agreement;
(d) any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with defective Licensed Products, to the extent that the defect in the Licensed Products is attributable to the acts or omissions of the Licensee, its employees, agents , sub-Licensees or subcontractors.
10.3. This indemnity shall apply whether or not the Licensor has been negligent or at fault.
10.4 Liability under this indemnity is conditional on the Licensor discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Licensor which may reasonably be considered likely to give rise to a liability under this indemnity (“Claim”), the Licensor shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the Licensee, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Licensor may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensees consent) if the Licensor reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;
(c) give the Licensee and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensor, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Claim; and
(d) subject to the Licensee providing security to the Licensor to the Licensor’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses that may be incurred, take such action as the Licensee may reasonably request to avoid, dispute, compromise or defend the Claim.
10.5. If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Licensor shall be entitled to receive from the Licensee such amounts as shall ensure that the net receipt, after tax, to the Licensor in respect of the payment is the same as it would have been were the payment not subject to tax.
10.6. The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this agreement.
10.7. Nothing in this clause shall restrict or limit the Licensor’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
10.8. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence
11. Additional Licensee obligations
11.1 The Licensee shall:
(a) ensure that the Licensed Product is safe for the use for which it was intended;
(b) obtain at its own expense all licences, permits and consents necessary for the provision of the Licensed Product in the Territory;
(c) perform its obligations in connection with the manufacture and sale of the Licensed Product with all due skill, care and diligence including good industry practice;
(d)only make use of the Copyright for the purposes authorised in this agreement; and
(e)comply with all regulations and practices in force or use in the Territory to safeguard the Licensor's rights in the Copyright.
11.2. The Licensee shall not do or omit to do anything to diminish the rights of the Licensor in the Copyright or the Work, nor assist any other person to do so, either directly or indirectly.
11.3. In performing its obligations under the agreement, the Licensee shall and shall procure that each of its sub-Licensees and subcontractors shall comply with the Licensor’s anti-slavery policy.
11.4. The Licensee acknowledges and agrees that the exercise of the licence granted to the Licensee under this agreement is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the Licensee understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance.
12. Sub-licensing
12.1. The Licensee shall not sub-license any of its rights under this agreement without the prior written consent of the Licensor.
(a) the Licensee provides the Licensor with the full name, company number and address of the sub-licensee and obtains the prior written consent of the Licensor, such consent not to be unreasonably withheld;
(b) the Licensee shall ensure that the terms of any sub-licence are in writing and are substantially the same as the terms of this agreement (except that the sub-Licensee shall not have the right to sub-license its rights) and the Licensee shall provide the Licensor with a copy of the sub-licence on request;
(c) all sub-licences granted shall terminate automatically on termination or expiry of this agreement;
(d)The Licensee shall be liable for all acts and omissions of any sub-Licensee and shall indemnify the Licensor against all costs, expenses, claims, loss or damage incurred or suffered by the Licensor, or for which the Licensor may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill), arising out of any act or omission of any sub-Licensee, including any product liability claim relating to any Licensed Product manufactured or supplied by the sub-Licensee. Any claim under the indemnity given in this clause must be made under the procedure described in clause 10.4 and the provisions of clause 10.5, clause 10.6 and clause 10.7 shall apply mutatis mutandis to this clause; and
(e) any sub-Licensee shall first enter into a supplemental agreement direct with the Licensor in a form satisfactory to the Licensor.]
13. Subcontracting
The Licensee shall have the right to subcontract the manufacture of the Licensed Product provided that:
(a) the Licensee provides the Licensor with the full name, company number and address of the subcontractor and obtains the prior written consent of the Licensor, such consent not to be unreasonably withheld; and
(b) the Licensee shall be liable for all acts and omissions of any subcontractor and shall indemnify the Licensor against all costs, expenses, claims, loss or damage incurred or suffered by the Licensor, or for which the Licensor may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill), arising out of any act or omission of any subcontractor, including any product liability claim relating to any Licensed Product manufactured by the subcontractor, and any breach of confidence by the subcontractor. Any claim under the indemnity given in this clause must be made under the procedure described in clause 10.4 and the provisions of clause 10.5, clause 10.6 and clause 10.7 shall apply mutatis mutandis to this clause.
14. Assignment and other dealings
14.1.Subject to clause 12 and clause 13, the Licensee shall not assign, transfer, mortgage, charge, sub-license, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Licensor (such consent not to be unreasonably withheld or delayed).
14.2. The Licensor may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and / or obligations under this agreement, provided that the Licensor gives prior written notice to the Licensee.
14.3 Notwithstanding clause 6, the Licensor when assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the Licensee which it is reasonably necessary to disclose for the purposes of the proposed assignment.
14.4 The Licensor may subcontract or delegate in any manner any or all of its obligations under this agreement to any third party, provided that it gives written notice of such subcontract or delegation to the Licensee.
14.5 The Licensee shall, at the Licensor's request, execute any agreements or other instruments (including any supplement or amendment to this agreement) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in clause 14.2.
14.6 Either party may, after having given prior written notice to the other party, assign and transfer all of its rights and obligations under this agreement to any person to which it transfers that part of its business to which this agreement relates, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
15. Duration and termination
15.1.This agreement shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with clause 15, during 3 consecutive years when it shall expire automatically without notice.
15.2. Without affecting any other right or remedy available to it, the Licensor may terminate this agreement with immediate effect by giving written notice to the Licensee if:
(a)the Licensee fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the Licensee commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) The Licensee repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) The Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(e) The Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
(f) The Licensee applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(g) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Licensee (being a company);
(h) An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Licensee (being a company, partnership or limited liability partnership);
(i) the holder of a qualifying floating charge over the assets of the Licensee (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over all or any of the assets of the Licensee or a receiver is appointed over all or any of the assets of the Licensee;
(K) a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Licensee’s assets and such attachment or process is not discharged within 14 days;
(L)any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(d) to clause 15.2(k) (inclusive);
(m) the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(n)[the Licensee's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or]
(o)there is a change of control of the Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010).
16. Consequences of termination
16.1. On expiry or termination of this agreement for any reason and subject to any express provisions set out elsewhere in this agreement:
(a) all outstanding sums payable by the Licensee to the Licensor shall immediately become due and payable;
(b) all rights and licences granted pursuant to this agreement shall cease;
(c) the Licensee shall cease to make any use of the Copyright save as set out in this clause;
(d) the Licensee shall return promptly to the Licensor at the Licensee's expense all records and copies of any information of a confidential nature communicated to it by the Licensor, either preparatory to, or as a result of, this agreement, to the extent such material remains confidential; and
(e) within 120 days after the date of termination the Licensee shall, in respect of all units of the Licensed Product including their packaging that it has not sold within 90 days after the date of termination, promptly either
(i) destroy or, if the Licensor shall so elect, deliver, at the Licensee’s expense, such units to the Licensor or any other person designated by the Licensor; or
16.2. On expiry or termination of this agreement for any reason other than termination by the Licensor under any right provided by clause 15.2, the Licensee shall for a period of 90 days after the date of termination have the right to sell all stocks of the Licensed Product in its possession and any Licensed Product in the course of manufacture at the date of termination, provided that any royalty payable under the provisions of clause 7 (as if such stocks were supplied at the date of termination) is paid to the Licensor within 90 days after termination.
16.3. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement (such as clause 10) shall remain in full force and effect.
16.4. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
17.Further assurance
At its own expense each party shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
18. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.Entire agreement
19.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
20. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21. Severance
21.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
21.2. If any provision or part-provision of this agreement is deemed deleted under Clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. Counterparts
22.1.This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
22.2.Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement.
22.3 No counterpart shall be effective until each party has provided at least one counterpart.
23.Third Party Rights
23.1.This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
24. No partnership or agency
24.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
24.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person
25. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 90 days, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
26. Notices
26.1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the address specified in the Contract Particulars, requesting an acknowledgment of receipt.
26.2. Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9 a.m. on the second Business Day after posting or at the time recorded by the delivery service.
(c) if sent by email, at 9 a.m. on the next Business Day after transmission, provided the recipient acknowledged receipt.
26.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
27. Inadequacy of damages
Without prejudice to any other rights or remedies that the Licensor may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Licensee. Accordingly, the Licensor shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
28. Multi-tiered dispute resolution procedure
If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause and use all reasonable endeavours to resolve the Dispute as quickly and cheaply as possible:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the Owner of the Licensor and Manager of the Licensee shall attempt in good faith to resolve the Dispute, attending at least two meetings;
(b) if the Owner of the Licensor and a manager of the Licensee are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Owner of the Licensor and a director of the Licensee who shall attempt in good faith to resolve it; and
(c) if the Owner of the Licensor and director of the Licensee are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 30 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than 60 days after the date of the ADR notice.
28.2 No party may commence any court proceedings under clause 30, below; in relation to the whole or part of the Dispute until 90 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
28.3 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 30 in this agreement.
29. Governing law
29.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
30. Jurisdiction
30.1. Each party irrevocably agrees 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 this agreement or its subject matter or formation.
This agreement has been entered into on the date stated at the beginning of it.
