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A company limited by guarantee. Registered number 1103760 (England & Wales.)
THIS LICENCE is made between the party who has agreed to the terms and conditions appearing below (the “Licensee”) and the Independent Schools Council (Company number 1103760) a company limited by guarantee with registered office situate at First Floor, 27 Queen Anne's Gate, London SW1H 9BU (the "Licensor").
- The Licensor grants to the Licensee during the Term a royalty-free, non-exclusive, non-transferable right in the Territory to use the Trade Mark subject to the terms and conditions of this Licence.
The Licensee shall only use the Trade Mark:
- in the form supplied by the Licensor;
- consistent with the style and usage guidelines applicable from time to time to the Trade Mark; and
- in a manner acceptable to the Licensor and in accordance with the Licensor's high quality standards, goodwill and reputation.
- The Licensee shall not use the Trade Mark in a manner that misrepresents the Licensee's association with the Licensor and, in particular, shall not use the Trade Mark as part of a business or company name.
- The Licensee shall not use any Trade Mark in such a way as to suggest or imply that the Licensee, or a product or service promoted by the Licensee, is in any way endorsed by the Licensor.
The Licensee undertakes that its use of the Trade Mark shall preserve, promote and not undermine the goodwill in the Trade Mark, and that any written materials incorporating the Trade Mark shall be:
- of good and high quality in design; and
- produced, distributed, marketed and advertised in strict compliance with this Licence, the rights of any other party and all applicable laws, codes of practice, standards and regulations in effect in the Territory.
2. Rights in and Registration of the Trade Mark
The Licensee acknowledges and agrees that:
- the Licensor is the proprietor of the Trade Mark and any copyright subsisting in, and all goodwill relating to the Trade Mark is owned by the Licensor;
- the benefit of all use of the Trade Mark and any additional goodwill accrued as a result of the Licensee's activities in connection therewith shall accrue to the Licensor;
- the Licensee will not make any representation or do any act which may be taken to indicate that it has any right, title or interest to the ownership or use of the Trade Mark except under the terms of this Licence;
- the Licensee will not use the Trade Mark in a manner likely to prejudice its legal protection or validity. In particular, without prejudice to the generality of the foregoing, the Licensee shall ensure that if any other logos and/or trade mark are used or incorporated on any written materials incorporating the Trade Mark they are kept separate from the Trade Mark and are not used in any manner which could lead to confusion as to the ownership of the Trade Mark; and
- any trade mark application in respect of the Trade Mark may be made only by the Licensor and the Licensee will not make or attempt to make any such trade mark application.
3. Trade Mark and Copyright Notices
Unless otherwise agreed by the Licensor, the Licensee shall cause to appear in or on any written material on which the Trade Mark appears the following notices (or the relevant part thereof as appropriate):
ISC and the ISC logo are trade marks of Independent Schools Council and are used under licence. ISC logo © Independent Schools Council 2015."
and/or such other legends, markings or notices and in such locations and sizes as the Licensor may from time to time require (and as are lawful) in order to give appropriate notice of the Licensor’s trade mark or other intellectual property rights.
- This Licence shall continue indefinitely unless and until terminated in accordance with this clause 4.
The Licensor may terminate this Licence immediately on the giving of written notice to the Licensee if:
- the Licensee commits a breach of any of the obligations and conditions imposed upon it by this Licence and does not remedy such a breach (if capable of remedy) within thirty (30) days after receiving written notice from the Licensor to do so; or
- the Licensee uses the Trade Mark in a manner unacceptable to the Licensor or brings the Trade Mark into disrepute; or
- the Licensee makes any representation or does any act which may be taken to indicate that it has any right, title or interest to the ownership or use of the Trade Mark except under the terms of this Licence; or
- the Licensee ceases to carry on business, goes or is put into receivership, administrative receivership, administration or liquidation or makes an arrangement for the benefit of its creditors or takes or suffers any similar action in consequence of any debt; or
- the Licensee challenges the validity of the Trade Mark.
- On termination of this Licence for any reason, except as otherwise agreed by the Licensor in writing, the Licensee shall immediately cease using the Trade Mark in any form and the Licensee shall (at the Licensor’s sole option) destroy or deliver up to the Licensor all materials in the Licensee’s possession or control bearing the Trade Mark. All rights granted under this Licence shall immediately revert to the Licensor.
- Termination of this Licence shall be without prejudice to the accrued rights of each party at the date of termination.
- Clauses 2 to 9 inclusive shall survive termination of this Licence and shall continue in full force and effect.
5. Infringement by third parties
- The Licensee shall immediately give written notice to the Licensor of any actual, threatened or suspected infringement by a third party of any of the Licensor’s rights in and to the Trade Mark which may come to the Licensee’s attention. The Licensor shall not be under any obligation to take any legal or other action against any such third party.
- The Licensee shall not be entitled to bring proceedings under section 30 of the Trade Mark Act 1994.
6. Address for Notices
All notices given by the parties under this Licence shall be in writing and delivered by registered post, airmail or facsimile (with a copy posted) to the respective addresses or facsimile numbers of the parties as advised from time to time.
7. Assignment and Sub-Licensing
This Licence is personal to the Licensee which shall not assign, transfer, sub-license, mortgage, charge, or in any other way dispose of or purport to dispose of its rights or obligations under this Licence.
- Nothing in this Licence shall constitute or be deemed to constitute a partnership between the parties or constitute or be deemed to constitute either party as agent of the other for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of the other in any way or for any purpose.
- No waiver by either party of a breach or a default hereunder shall be effective unless in writing and signed by both parties and any such waiver shall not be deemed to be a waiver of any subsequent breach or default of the same or similar nature. No failure or delay by either party in exercising any rights, power or privilege under this Licence shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.
- To the extent permitted by English or any other applicable law all provisions of this Licence shall be severable and no provision shall be affected by the invalidity or unenforceability of any other provision.
- No person who is not a party to this Licence has or shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. Nothing in this Licence shall confer or purport to confer on any other third party any benefit or the right to enforce any term of this Licence.
- This Licence shall be interpreted in accordance with the laws of England and Wales and any dispute or other matter arising hereunder shall at the option of the Licensor be subject to the exclusive jurisdiction of the English courts.
In this Licence the following terms shall have the meaning set out below:
- "Licence" – this Agreement and its schedules
- "Term" - the period this Licence is in force, subject to clause 4
- "Territory" - United Kingdom
- "Trade Mark" - the ISC mark and logo found at www.isc.co.uk
- "To use" - to make use of and/or reproduce