LIMITED EDITION LOGOS – LICENCE AGREEMENT
Please read this licence agreement carefully. Your attention is in particular drawn to clause 6 (Your Obligations), clause 9 (Intellectual Property Rights) and clause 11 (limitation of liability).
- ABOUT US
1.1 Limited Edition Logos is a trading name of Andrea Hall. Our main trading address is The Old School, Church Street, Church Fenton, Tadcaster, LS24 9RD. Our VAT number is 852611830 We operate the website www.limitededitionlogos.com (the Website). In these Terms we’re referred to us as LEL, we or us.
1.2 To contact us by telephone on 01937 558446or email firstname.lastname@example.org How to give us formal notice of any matter under the Contract is set out in clause 21.
- OUR CONTRACT WITH YOU
2.1 These terms and conditions (Terms) apply to the Order placed by you through our Website and the licence of the Logo by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 The definitions and rules of interpretation in this clause apply in this Contract.
Contract: the agreement between you and us for the Licence of the Logo by LEL to you.
Customer or you: the person, firm, organisation or company who purchases the Logo from LEL.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Licence Fee: the licence fee to be paid by you to us for the licence to use the Logo on the terms set out in this Contract.
Licensed Rights: shall have the meaning set out in clause 9.1.
Logo: the limited edition logo which is customised for you and which LEL licences to you on the terms set out in this Contract.
Order: your order to licence the Logo.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Your Information: the information which you submit to us for including in the Logo which may include your brand name and tagline.
(i) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(ii) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(iii) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
(iv) Subject to clause 21.3, a reference to writing or written includes email, texts and instant messaging.
2.3 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.4 These Terms and the Contract are made only in the English language.
2.5 You should print a copy of these Terms or save them to your computer for future reference.
- PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Please follow the onscreen prompts to place an order. Each Order is an offer by you to licence the Logo specified in the Order subject to these Terms.
3.2 Our order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order and Your Information are complete and accurate.
3.3 After you place an Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in clause 3.4.
3.4 Our acceptance of your Order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.
3.5 If we are unable to licence the Logo for any reason, (including if in our reasonable opinion, Your Information contains illegal or libellous content or is an infringement of the propriety or other rights of any third party or if we’ve already granted ten (10) licences of that logo design) we will inform you of this by email and we will not process your Order. If you have already paid for the Logo, we will refund you the full amount charged as soon as possible.
3.6 We accept Orders from countries outside of the UK. It is your responsibility to ensure that the Logo conforms with all applicable local laws and regulations in your country.
- THE LOGOS
4.1 The images of the logo designs on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the logo designs. The colours of your Logo may vary slightly from those images.
4.2 You confirm that you are aware that you will only receive a licence to use the Logo and that other businesses will be using branding which has originated from the same logo design. It is your responsibility to ensure that you comply with all applicable laws with regard to trade mark registration, trade mark infringement and passing off. If you are concerned about other businesses using similar branding we recommend that you purchase all ten (10) licences for your Logo or use our bespoke design service.
4.3 You must make sure that Your Information is correct before it is submitted. If Your Information is not correct and as a result there are errors in your Logo then LEL reserves the right to charge at our standard hourly rate for rectifying such errors. We shall invoice you for such additional work and you must pay our invoice in accordance with clause 8.5.
4.4 On receipt of your Order, we will check the number of licences of the Logo which have already been granted and then confirm your Order. We will customize the Logo with Your Information. We will email you the logo in the following formats: pdf, hires jpg, transparent png within 48 working hours of confirmation of your Order.
4.5 You warrant to us that you have all necessary rights and permissions to use Your Information and shall indemnify us 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 and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Logo and any use we may make of the Logo pursuant to clause 9.4. This clause 4.3 shall survive termination of the Contract.
- OUR UNDERTAKINGS
5.1 We warrant that:
(a) the Logos are produced with reasonable skill and care;
(b) the Logos are designed by us in the UK;
(c) we are the authors under section 9 of the Copyright Designs and Patents Act 1988;
(d) we are the sole owner of the Logo and have full authority to enter into this Contract;
(e) we are not aware of any claim by any third party that the Logo, has infringed or will infringe any rights of any third party and we agree to immediately inform you if we become aware of any such claim; and
(f) we will not grant more than ten (10) licences of the original logo design which will be customised to create the Logo.
- YOUR OBLIGATIONS
6.1 You hereby agree that:
(a) you shall not adapt or alter the Logo without our prior written consent; and
(b) you shall not exercise the Licensed Rights in any way that is or renders the Logo obscene, defamatory or in breach of the privacy or any other rights of a third party or of any law in the country or countries in which you use the Logo;
6.2 You shall indemnify us and shall at all times keep us indemnified against all actions, proceeds, costs, claims and damages whatsoever incurred by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of the warranties and undertakings in this Contract. This clause 6.2 shall survive termination of this Contract.
- LICENCE FEE
7.1 The Licence Fee for the Logo will be as quoted on our Website at the time you submit your Order. We take all reasonable care to ensure that Licence Fees are correct at the time when the relevant information was entered onto the system. However, please see clause 7.5 for what happens if we discover an error in the Licence Fee for the Logo you ordered.
7.2 Licence Fees may change from time to time, but changes will not affect any order you have already placed.
7.3 Licence Fees includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Logo in full before the change in VAT takes effect.
7.4 We have a large number of logo designs on our website. It is always possible that, despite our reasonable efforts some Licence Fees may be incorrect. If we discover an error in the Licence Fee we will contact you in writing to inform you of this error and we will give you the option of continuing to licence the Logo at the correct Licence Fee or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the Order process, we will treat the Order as cancelled and notify you in writing. If we mistakenly accept and process your Order where an error in the Licence Fee is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel the licence of the Logo and refund you any sums you have paid.
8.1 You can only pay for the Logo using Paypal.
8.2 Payment for the Logo is in advance.
8.3 Where you request any additional design services or we are required to do further work under clause 4.3 we will invoice for such work and you must pay our invoice in accordance with clause 8.5.
8.4 All amounts due under this agreement shall be paid by you to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.5 You shall pay each invoice submitted to you by us in full, and in cleared funds within:
(a) 7 days of receipt; or
(b) such other timescale as has been agreed in writing between you and us.
8.6 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date, we may either:
(a) charge interest on the overdue amount, at the rate of 8 per cent per annum above the then current HSBC Bank plc’s base rate; or
(b) claim interest under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly,
whichever shall be the higher.
8.7 Time for payment shall be of the essence of the Contract.
- INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights and all other rights in the Logo are owned by LEL. In consideration of payment of the Licence Fee, LEL hereby grants to the Customer a non-exclusive, licence of use the Logo for the full period of copyright in it including all periods of renewal, extension and revival of the copyright and thereafter in perpetuity and all necessary consents including under the Copyright, Designs and Patents Act 1988 as amended from time to time or any enactment that replaces it to enable the Customer to publish, distribute, exhibit, use and otherwise exploit the Logo whether alone or incorporated in or in conjunction with other works worldwide for the purpose of promoting and marketing the Customer’s business (‘the Licensed Rights’).
9.2 The Customer acknowledges LEL will not supply original artwork or proprietary files whether in digital or hardcopy format. All original artwork files remain owned by LEL.
9.3 In certain circumstances (e.g. where the Customer plans to apply for a trade mark for the Logo) it may be important to the Customer to own the copyright in the Logo. Where this is the case, the Customer must purchase all ten licences for the logo design. LEL will sign a copyright assignment to transfer the Logo to the Customer. For the avoidance of doubt, LEL reserves the right to refuse to waive our moral rights in the Logo. Purchase of the copyright of the Logo will not entitle the Customer to original artwork or proprietary files whether in digital or hardcopy format.
9.4 LEL may refer to the Customer as being a client of LEL in customer reference lists, sales presentations and on its website and may request a testimonial from the Customer for inclusion on its website. LEL may use images of the Logo on its website and in other marketing materials.
10.1 Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the first party (the Recipient) by the other party (the Discloser), and any other confidential information concerning the Discloser’s business or its products which the Recipient may obtain. The Recipient shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Recipient’s obligations to the Discloser, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Discloser.
10.2 This clause 10 shall survive termination of the Contract, however arising.
- LIMITATION OF LIABILITY
11.1 The following provisions set out the entire financial liability of LEL (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of the Contract howsoever arising;
(b) any use made by the Customer of the Logo or any part of it; and
(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including, without limitation, negligence) arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in this clause 11 excludes the liability of LEL:
(a) for death or personal injury caused by LEL’s negligence; or
(b) for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and clause 11.3:
(a) LEL shall not in any circumstances be liable, whether in tort (including, without limitation, for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses,
(b) LEL’s total liability in contract, tort (including, without limitation, negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Logo plus damages limited to 50% of the same amount for any additional costs directly, reasonably and necessarily incurred by the Customer in obtaining alternative products and/or services.
13.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Logos. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Logo is suitable for your purposes.
12.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
(a) the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default for more than seven days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Contract 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 Customer takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) the Customer suspends, threaten to suspends, ceases or threaten to cease to carry on all or a substantial part of its business; or
(e) the Customer’s financial position deteriorates to such an extent that in LEL’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.2 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.
12.3 Termination of this Contract shall not affect your rights to use the Logo or any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of contract which existed at or before the date of termination.
- FORCE MAJEURE
LEL shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of LEL or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No failure or delay by a party to exercise any right or remedy provided under this Contract 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.
- RIGHTS AND REMEDIES
The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.
16.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- ENTIRE AGREEMENT
17.1 This Contract 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.
17.2 Each party acknowledges that in entering into this Contract it does not rely on, and 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 Contract.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
This Contract is personal to you and is not assignable by you without LEL’s prior written consent. LEL may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
- NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- THIRD PARTY RIGHTS
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
21.1 Any notice or other communication given to a party under or in connection with this contract 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; or
(b) sent by email.
21.2 Any notice or communication 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 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
(c) if sent by email at the time of transmission.
21.3 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. For the purposes of this clause 21.3 only, “writing” shall not include email.
- GOVERNING LAW
The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).