Licence Agreement

This Licence Agreement (web format, the “Agreement”) is entered into on the date this website link was emailed to you.

By and between:

  1. Accessible Art LTD, a company incorporated and registered in England and Wales, with company number 13596889 and registered office at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX (“Accessible Art Ltd” or the “Licensor”); AND
  2. You the individual reading this agreement (“You” or the “Member”).

The Licensor and the Member hereinafter referred to individually as “Party” and collectively as “Parties”. 

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a statute or statutory provision is a reference to UK legislation as it as amended, extended or re-enacted from time to time, including without limitation any subordinate legislation.

Unless the context otherwise requires, any use of terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.

RECITALS:

  1. Whereas, the Licensor has authority of the Intellectual Property (as defined below) and wishes to licence the Intellectual Property for the non-exclusive use of the Member.
  2. The Member wishes to use the Intellectual Property within the Territory (as defined below) in relation to the Services (as defined below) and the Licensor is willing to grant to the Member a licence to use the Intellectual Property on the terms and conditions set out in this Agreement.

IT IS HEREBY AGREED as follows: 

  • Definitions
    In this Agreement and the Schedules hereto, the following words and phrases shall, where the context so permits, have the following meanings: 
“Brand Manual” means any and all reasonable instructions of the Licensor, guidelines, including without limitation, the Terms and Conditions, or any similar information provided by the Licensor, prescribing the permitted form and manner in which the Intellectual Property may be used, a copy of which may be provided onto the Member by the Licensor, from time to time, with any relevant updates or amendments from time to time. 
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Effective Date” means the date the website link to this agreement was provided to you.
“in writing” when communicated in any written form, including letters, e-mails and any other electronic correspondence by one Party and accepted in the same written correspondence by the other. 
“Intellectual Property” or “IP” means any intellectual property, including without limitation, trademarks, know-how, copyright and other related materials, set out in Schedule 1 of this Agreement below, including the listed registrations and applications and any registration which may be granted pursuant to those application and any registrations of any intellectual property rights that may be notified in writing by the Licensor to the Member from time to time. 
“Licenced Services” means any and all such services as made available by the Licensor and that the Licensor may notify the Member from time to time, in writing or otherwise, as being Licenced Services.
“Territory” means worldwide, unless informed otherwise in writing by the Licensor. 
  • Licence 
      1. The Licensor grants to the Member a non-exclusive Licence to use the Intellectual Property in the Territory on and in relation to the Licenced Services, subject to the terms of this Agreement. 
      2. Any goodwill derived from the use by the Member of the Intellectual Property shall accrue to the Licensor. The Licensor may, at any time, call for a document confirming the assignment of that goodwill and the Member shall immediately execute it. 
      3. No rights or Licences are conferred on the Member pursuant to this Licence except those expressly set out in this Agreement.
      4. For the avoidance of doubt, You must not sub-Licence or otherwise delegate any of the rights Accessible Art Ltd has granted you under this Agreement without the Licensor’s prior written consent.
      5. You are authorised by us to use the IP solely in accordance with any directions by Accessible Art Ltd, its Brand Manual and the Terms and Conditions. 
      6. You shall not use the IP or any other signs, logos, designs and colour schemes specified by Accessible Art Ltd in relation to any products or services which have not been previously approved by the Licensor. 
      7. You shall not do anything to damage the goodwill in the IP or the Licensor’s reputation. 
      8. The Licensor may substitute, add to or withdraw those trademarks and logos that comprise the IP at the date of this Agreement on written notice to you.  The use of any substituted IP shall be governed by this Agreement and you shall not be eligible for any compensation for the substitution.
  • Quality control 
    1. The Member’s Licence to use the IP is subject to the following conditions:
        1. the Member shall comply with the specifications, standards and directions relating to the Licence Services, including their promotion, distribution and sale, as notified in writing by the Licensor from time to time;
        2. the Member shall, in exercising its right under this Agreement, comply with, and shall ensure that each Licenced Service supplied by the Member complies with, all applicable laws, regulations, industry standards and codes of practice;
        3. the Member shall, on the Licensor’s request, promptly supply to the Licensor any information about the use of IP and of Licenced Services and permit representatives of the Licensor to attend any premises where Licenced Services are provided, for the purpose of verifying that the terms of this Agreement are being respected;
        4. the Member shall not do or fail to do any act or thing whereby the validity, enforceability or the Licensor’s ownership of the trademark registrations for the IP, or the reputation or goodwill associated with the IP anywhere in the Territory, is likely to be prejudiced.; and
        5. the Member shall procure that all Licenced Services provided by the Member and all related quotations, specifications and descriptive literature, and all other materials carrying the IP, be marked with: “Made under Licence from Accessible Art Ltd”
  • Payment
    1. From the Effective Date and on a rolling monthly basis, unless otherwise agreed by the Parties in writing, the Member shall pay the Licensor a monthly fee of £25, which shall be directly debited from the Member’s account during the Term. 
    2. The Member shall also pay the Licensor a flat fee of £250, or any such fee as may be agreed by the Parties in writing for online training (“Online Training Fee”). The Online Training Fee shall be  payable by the Member before the Effective Date. For the avoidance of doubt, this Agreement cannot be signed, unless the Member has paid the Online Training Fee, unless otherwise agreed by the Parties in writing. 
    3. All sums due under this Agreement are, where applicable, subject to value added tax (VAT) and/or any other applicable taxes, which the Member shall pay.
    4. For the avoidance of doubt any sums payable under clauses 4.1- 4.3 above shall be paid free and clear of all deductions, unless the deduction is required by law. If any deduction is required by law, the Member shall pay to the Licensor such sum as will, after the deduction has been made, leave the Licensor with the same amount as it would have been entitled to receive in the absence of any such requirements to make a deduction.
    5. In the event of any delay in payment, the sum under clause 4.1 by the due date, the Member may be subject to Statutory Interest on the overdue amount.
  • Duration and Termination
    1. This Agreement shall commence on the Effective Date and continue unless terminated earlier by either Parties in writing by giving 1 month notice or under any of the following provisions (“Term”).
    2. The Licensor may terminate this Agreement by notice with immediate effect if:
      1. the Member commits any breach of this Agreement which is material and not capable of remedy, or which is capable of remedy, but which is not remedied within 14 days of notice from the Licensor to do so;
    3. The Member undertakes to the Licensor that, save as expressly permitted by this Agreement, or by the Licensor in writing, it will not make any use anywhere in the world of the IP or any name or mark intended or likely to be confused or associated with it. In particular, upon termination of this Agreement for any reason the Member shall cease immediately to make any use of the IP.
    4. 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 shall remain in full force and effect.
  • Licence Recordal 
    1. The Member shall sign such documents and give such assistance as the Licensor may reasonably request from time to time for the Member to be recorded as the Licence holder against any relevant IP registration or pending application, which includes, without limitation, trademarks and to have any such recordal removed on termination of this Licence.
    2. The Member shall not have the rights described in section 30 of the Trademarks Act 1994.
  • Indemnity and Insurance 
    1. The Member 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:
        1. the Member’s exercise of its rights granted under this Agreement; 
        2. the Member’s breach or negligent performance or non-performance of this Agreement, including any product liability claim relating to Licenced Services, supplied or put into use by the Member;
        3. the enforcement of this Agreement; or
        4. 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 Licenced Services, to the extent that the defect in the Licenced Services is attributable to the acts or omissions of the Member, its employees or agents.

2. The Member must therefore have in place at all times during the Term of this Agreement a valid Public Liability Insurance Policy or a similar Insurance Policy. The Licensor may require a copy of the schedule of each insurance policy as proof that You are securely insured.

  • Protection of IP
      1. The Member shall promptly inform the Licensor of any suspected unauthorised use of the IP (or any confusingly similar mark) of which it becomes aware, and shall provide the Licensor with such documents, information and assistance as it can in relation to any such use.
      2. The Licensor gives no warranty and makes no representation in or pursuant to this Licence that the use of the IP, nor the use or other dealing in any of the Licenced Services, does not or will not infringe the rights of others.
  • Assignment and other dealings
      1. The Member shall not assign, transfer, mortgage, charge, sub-Licence, sub-contract, 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.
  • Non-competition and Confidentiality
    1. You shall not during the Term, except with the Licensor’s prior written consent: 
        1. be directly or indirectly engaged, concerned or interested (except to hold no more than a 5% shareholding in any company whose shares are listed or dealt in any recognised stock exchange) in any business which offers services which are the same as, similar to or which compete with Accessible Art Ltd; 
    2. You acknowledge that any information or Intellectual Property in whatever form concerning the Licensor or its business which is not easily accessible in the public domain, except through a breach of this Agreement. are secret and confidential (“Confidential Information”).  Therefore, You will not at any time during the Term or thereafter without the Licensor’s written consent: divulge or use either directly or indirectly for your own benefit or that of any person (except Accessible Art Ltd), any of the Confidential Information except as permitted by this Agreement.
    3. In particular you will not use all or any part of the Confidential Information to offer any services which are the same as, or similar to the Licenced Services without the Licensor’s prior written consent. 
    4. The obligations of confidentiality contained in this clause shall not prevent you disclosing any Confidential Information to your professional advisers and if required to do so by law.
  • Governing Law
      1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
  • Jurisdiction
      1.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
  • Entire Agreement
    1. This Agreement, Schedules, Accessible Art Ltd’s Terms and Conditions and the Brand Manual (if supplied) shall constitute the entire agreement and understanding between the Parties, unless otherwise informed in writing by Accessible Art Ltd, and us and supersede any previous agreement, document or understanding between you and Accessible Art Ltd with respect to the arrangements contemplated by or referred to in them. 
    2. You acknowledge and agree that you do not rely on, and shall have no remedy in respect of, any statement, misrepresentation, representation, warranty (in each case whether negligently or innocently made), or understanding of any person whether party to this Agreement or not which is not expressly set out in this Agreement or annexed to this Agreement; and the only remedy available to you for breach of any statement, representation, warranty or other term which is expressly set out in this Agreement shall be for breach of contract under the terms of this Agreement. 
    3. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud or fraudulent misrepresentation. 

 

You must email james@creativeminds.art to confirm that you have read, understood and acknowledge the terms of this Agreement.

 

Please reply to the email containing this website link with:

“I have read, understood and acknowledge the terms of this Agreement” to enter into this agreement.

 

Schedule 1: Intellectual Property

Mark                Territory       Official No. Registration Date Classes
EUTM 017985654 24/04/2019 2, 9, 16, 35, 41, 44
UK UK00917985654 24/04/2019 2, 9, 16, 35, 41, 44
UK UK00003074381 26/12/2014 41

Accessible Art Ltd has been granted the authority to licence the above trademarks by the owner James Cropper.