| The terms set out on this page apply if you use any of the content on our website. |
|---|
Intellectual Property Licence Terms
1. Interpretation
1.1 In these Terms, the following definitions apply:
- Authorised User: an User which has been explicitly and directly authorised by the Company to use Content.
- Business Day: a day (other than a Saturday, Sunday or public holiday in England and Wales) when banks in London are open for business.
- Confidential Information: any information (in any form) which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence. This includes know-how, trade secrets and information about design, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise.
- Company: Atom Supplies Limited, a company registered in England and Wales under company number 3193057 having its registered office at Unit 1, Ton Business Park, 2-8 Morley Road, Tonbridge, Kent, TN9 1RA and the VAT registration number GB 662241553.
- Terms: the terms of use set out on this page, as amended from time to time in accordance with clause 10.6.
- Content: all content including text, information, data, software, URLs, executable code, images, audio, or video material, in whole or in any part, in any medium or form which is displayed on or which otherwise forms part of the Website and which wholly or partly embodies, consists of, comprises or includes Intellectual Property Rights belonging to the Company.
- Contract: the contract between the Company and an Authorised User relating to the use of Content in accordance with these Terms.
- Derivative Work: work generated or developed which is based on Content (including translations, reproductions, abridgements, condensations, or any other form in which a work may be recast, transformed or adapted).
- Direct Debit: the automated payments service operated by Bacs Payment Schemes Limited.
- Formal Insolvency Procedure: any procedure connected with the inability of the relevant party to pay its debts as they fall due, in any jurisdiction, which involves negotiations or agreement with creditors; the filing of any document in connection with the winding up of that party; an application to court or any formal insolvency arbiter in connection with the appointment of a manager, receiver, security holder or other insolvency professional in connection with the management of that party’s affairs; the appointment of any such manager, receiver, security holder or professional; or the enforcement of any security (or steps preparatory to the enforcement of any security), not being (in any case) a spurious or unsubstantiated step or procedure which is discharged (or otherwise not upheld).
- Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Licence Fee: the licence fee agreed between the Company and an Authorised User (or, in the case of an Unauthorised User, the amount calculated by reference to the table of licence fees set out in clause 1.3 below).
- Licence Period: the period during which the Company has authorised an Authorised User to use the Relevant Content (or, in the case of an Unauthorised User, the period which commences on the date on which the Unauthorised User first downloads or copies Content and which expires on the date on which the Unauthorised User ceases all use of, and irrevocably deletes, the Relevant Content or (if earlier) the date on which the Unauthorised User is explicitly authorised by the Company to use the Content).
- Relevant Content: the Content which is provided by the Company to an Authorised User pursuant to the terms of a Contract or the Content which is downloaded or copied from the Website by an Unauthorised User without seeking the Company’s consent (as the case may be).
- Unauthorised User: an User which has downloaded or copied Content from the Website without seeking the Company’s consent.
- User: an Authorised User or an Unauthorised User, as the case may be.
- Website: the website operated by the Company having the uniform resource identifier www.masterofmalt.com (or any replacement website).
1.2 In these Terms
1.2.1 references to a person include a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 references to a party include that party’s personal representatives, successors or permitted assigns and references to the parties are to the Company and the Authorised User;
1.2.3 references to a statute or statutory provision are references to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
1.2.5 unless the context otherwise requires, references to a clause are references to a clause of these Terms;
1.2.6 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.7 subject to clause 10.2, references to writing or written include e-mails (but not faxes).
1.3 References in these Terms to Licence Fees which are payable by Unauthorised Users or any similar expression are to fees (in Pounds Sterling) calculated by reference to the following table. The amounts set out in the following table are exclusive of value added tax (where applicable) and assume use of a single item of Content on a single website. Use of multiple items of Content on a single website shall incur multiple fees.
| Website page type | |||
| Period of usage | Multiple uses | Single use – homepage | Single use – subsidiary page |
| Up to 1 month | GBP116 | GBP125 | GBP83 |
| Up to 6 months | GBP208 | GBP166 | GBP125 |
| Up to 1 year | GBP416 | GBP333 | GBP250 |
| Up to 2 years | GBP625 | GBP500 | GBP416 |
| Up to 5 years | GBP833 | GBP750 | GBP666 |
1.4 Nothing in these Terms shall have the effect of (or be deemed to have the effect of) granting any licence to use any Content to any Unauthorised User or as waiving any rights the Company may have in respect of the unauthorised use of any Content.
1.5 These Terms apply to the Contract to the exclusion of any other terms that the Authorised User seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.6 No employee, worker, agent or other representative of the Company (who is not also a director of the Company) has any authority (actual or otherwise) to negotiate any changes to these Terms or to enter into any contract for the licence of Content to the Authorised User on any terms and conditions other than these Terms. No variations of or additions to or substitutions for these Terms, even if included or referred to in any document or other communication sent to the Company by the Authorised User, shall be binding on the Company unless specifically accepted by a director of the Company by way of the signature of a written document.
1.7 The Authorised User acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
2. Grant of licence
2.1 The Company hereby grants to the Authorised User a non-transferable, non-exclusive licence to use the Relevant Content during the Licence Period. No copyright or right of ownership in the Relevant Content shall pass to the Authorised User by virtue of the Contract.
2.2 The Authorised User shall not grant sub-licences, in whole or in part, of any of the rights granted under the Contract, or sub-contract any aspects of exploitation of the rights licensed to it, without the Company’s prior written consent. Without prejudice to clause 10.1.2, the Authorised User may not sell, transfer or otherwise dispose of any of its rights under the Contract.
2.3 The Company may require the removal of, or editorial revisions to, any of the Content licensed to the Authorised User under the Contract at any time. The Authorised User agrees to effect that removal or editorial revisions within ten Business Days of receipt of the request. Nothing the Contract shall be construed as a warranty, undertaking or other assurance from the Company that the Authorised User’s use of the Relevant Content will not infringe the Intellectual Property Rights of any third party.
2.4 The Authorised User may develop the Content, and create Derivative Works from it, to the extent required to provide the Content in the form required by the Authorised User, but shall not create any Derivative Work which amounts to a distortion, or derogatory treatment, of the Relevant Content.
3. Company’s rights
3.1 The Company may develop, market, sell and promote Derivative Works and may exploit (including by licensing it to third parties) the Content in any media, format or products.
3.2 Without prejudice to the generality of clause 2.3, the Company may require the Authorised User to cease all use of any or all of the Content if it reasonably believes that the Authorised User’s use of that Content infringes the Intellectual Property Rights of any third party, threatens or jeopardises the reputation or goodwill of the Company or breaches any applicable law or regulation. The Authorised User shall immediately comply with any such requirement. In this instance, the Company may, at its option, either:
3.2.1 provide the Authorised User with alternative Content so as to avoid the infringement (but provide the Authorised User with substantially the same features); or
3.2.2 terminate the Contract immediately on written notice in respect of the affected Content.
4. Authorised User’s obligations and rights
4.1 The Authorised User shall comply with all applicable laws in performing its obligations and exercising its rights under the Contract.
4.2 The Authorised User shall obtain, at its own cost, all clearances, consents and provisions (including from any relevant authorities, collection societies and other relevant third parties) that are required in connection with its exploitation of the Relevant Content, and shall pay any applicable fees and royalties to any relevant collection societies in accordance with their rules.
4.3 The Authorised User shall not infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Relevant Content.
4.4 The Licensee undertakes to ensure that its use of the Relevant Content shall not reduce or diminish the reputation, image and prestige of the Relevant Content or of the Company.
4.5 If the Authorised User becomes aware of any misuse of any Content, the Authorised User shall, at the Company’s expense, promptly notify the Company and fully co-operate with the Company to remedy the issue as soon as reasonably practicable. The Company may suspend the Authorised User’s rights under the Contract until the misuse is remedied. Any damages, account of profits, awards of costs or other payment made, ordered or awarded by any authority in connection with the misuse of any Content shall, as between the Company and the Authorised User, belong to the Company.
4.6 The Authorised User shall comply in all respects with any restrictions on the use of the Relevant Content notified by the Company to the Authorised User before, at or after, the beginning of the Licence Period.
4.7 The Authorised User shall not represent (explicitly or by implication) that it is the creator of the Relevant Content or of any Derivative Work which derives wholly or substantially from the Relevant Content.
4.8 The Authorised User may not use the Relevant Content in such a way as to advertise the sale, licence or other distribution of products which themselves consist of, comprise, incorporate or otherwise include the Relevant Content.
4.9 Without prejudice to clause 4.4, pornographic, defamatory or otherwise unlawful use of the Relevant Content is strictly prohibited.
5. Intellectual property rights
5.1 The Company retains ownership of all Intellectual Property Rights in the Relevant Content, and in any Derivative Works which it may create.
5.2 The Authorised User assigns to the Company, and shall assign, all other Intellectual Property Rights in any development of the Relevant Content or any Derivative Work it may create, by way of future assignment of copyright and database right. The Authorised User shall execute a confirmatory assignment in such form as the Company may reasonably require.
5.3 The Intellectual Property Rights assigned to the Licensor under clause 5.2 shall form part of the Relevant Content, and of the licence granted, from the date of that assignment.
6. Licence Fee
6.1 The Authorised User undertakes to pay the Licence Fee to the Company.
6.2 The Company may send an invoice in respect of the Licence Fee to the Authorised User at any time after the start of the Licence Period. The Authorised User shall pay the Licence Fee in full and in cleared funds in pounds Sterling by Direct Debit on or prior to the date for payment which is stated on the invoice. Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.
6.3 If the Authorised User fails to make any payment due to the Company under the Contract on or before the due date for payment then (without limiting the Company’s other remedies), the Authorised User shall pay interest on the overdue amount at the rate of 10% per annum above HSBC Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and shall be compounded daily. Such interest shall not prejudice any rights which the Company has under the Late Payment of Commercial Debts (Interest) Act 1988. The Authorised User shall pay the interest together with the overdue amount.
6.4 The Authorised User shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Authorised User against any amount payable by the Company to the Authorised User.
6.5 All amounts due to the Company under the Contract are exclusive of VAT which shall, where applicable, be paid by the Authorised User at the prevailing rates on the due date for payment following receipt of a VAT invoice from the Company.
7. Termination
7.1 Without affecting any other right or remedy available to it, the Company may terminate the Contract (and, with it, the Authorised User’s right to use the Relevant Content) with immediate effect by giving written notice to the Licensee in circumstances where the Company considers (acting reasonably) that:
7.1.1 the Authorised User has failed to pay any amount due under the Contract on or before the due date for payment and remains in default not less than ten Business Days after being notified in writing to make such payment;
7.1.2 the Authorised User is in material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) has failed to remedy that breach within a period of ten Business Days after being notified in writing to do so;
7.1.3 the Authorised User is in repeated or persistent breach of the Contract 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 the Contract;
7.1.4 the Authorised User has challenged or disputed the Company’s ownership of, or rights in, the Content or any Derivative Work, or the validity of those rights; or
7.1.5 the Authorised User is subject to a Formal Insolvency Procedure.
7.2 The Contract will terminate automatically upon expiry of the Licence Period.
7.3 If the Company is required to enforce its rights against any Authorised User as a result of any breach of the terms of the Contract by that Authorised User, the Authorised User agrees to indemnify the Company in respect of all reasonable legal fees and costs incurred by the Company as a result of or otherwise in connection with that enforcement action.
7.4 On any expiration or termination of the Contract:
7.4.1 all rights and authorisations granted by the Company to the Authorised User under the Contract shall automatically terminate and immediately revert to the Company; and
7.4.2 the Authorised User shall immediately destroy all Content in the Authorised User’s possession or subject to its control including from back-up systems and any cached Content within the Authorised User’s control.
8. Liability
8.1 Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Contract or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
8.2 Nothing in the Contract shall operate to exclude or limit the Company’s liability for any liability which cannot be excluded or limited under applicable law.
8.3 The Company shall have no liability for any:
8.3.1 loss of use;
8.3.2 loss of profits;
8.3.3 loss of anticipated savings;
8.3.4 loss of business opportunity;
8.3.5 loss of contracts;
8.3.6 loss of goodwill; or
8.3.7 loss arising from damaged, corrupted or lost data,
which may be suffered by the Authorised User (or any person claiming under or through the Authorised User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise.
8.4 Subject to clause 8.3, the Company’s liability, whether in contract, tort (including negligence), or otherwise and whether in connection with the Contract or any collateral contract, shall not exceed £10,000.
9. Unauthorised Users
9.1 The unlicensed use or reproduction by any means of any Content constitutes an infringement of copyright and is strictly forbidden. Each Unauthorised User shall indemnify the Company in respect of all claims, costs, damages or expenses which the Company incurs as a result of or otherwise in connection with that Unauthorised User’s use of any Content. In addition, and without prejudice to any other rights or remedies which the Company may have, the Company reserves the right to charge any Unauthorised User (and, by using or reproducing any Content without the Company’s authority, the Unauthorised User agrees to pay) a fee which exceeds the Licence Fee for use of the Relevant Content.
9.2 The terms of the Contract shall apply to Unauthorised Users, mutatis mutandis, and the Company’s rights in respect of the Content shall not be diminished, and the Company’s liability in respect of the Content shall not be increased, because the Unauthorised User uses Content otherwise than with the Company’s authority.
9.3 Without prejudice to the generality of clauses 9.1 and 9.2:
9.3.1 Licence Fees shall be payable by Unauthorised Users; and
9.3.2 without affecting any other right or remedy available to it, and notwithstanding the payment by any Unauthorised User of the Licence Fee the Company may terminate any Unauthorised User’s use of any Content on written notice.
10. General
10.1 Assignment and other dealings
10.1.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
10.1.2 The Authorised User may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
10.2 Notices
10.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, sent by registered airmail or other next working day international delivery service, sent by commercial courier or sent by e-mail.
10.2.2 In circumstances where a notice or other communication is given to the Company under or in connection with the Contract by a method other than e-mail, a copy of that notice shall be sent by e-mail to the Company. E-mails to the Company shall be sent to [email protected] with a copy sent to [email protected] and shall not be deemed received unless they are expressly acknowledged on behalf of the Company or the subject of an automated read receipt.
10.2.3 A notice or other communication shall be deemed to have been received:
(a) if delivered personally, when left at the address referred to in clause 10.2.1;
(b) if sent by pre-paid first class post or other next working day delivery service to and from addresses within the United Kingdom, at 9.00 am on the second Business Day after posting;
(c) if sent by registered airmail or other next working day international delivery service to or from an address outside the United Kingdom, at 9.00 am on the fifth Business Day after posting;
(d) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
(e) (subject to clause 10.2.2) if sent by e-mail, one Business Day after transmission.
10.2.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10.3 Severance
10.3.1 If any provision or part-provision of the 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 the Contract.
10.3.2 If any provision or part-provision of the 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.
10.4 Waiver
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the 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.
10.5 Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
10.6 Variation
10.6.1 Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by a director of the Company.
10.6.2 The Company shall have the right to amend these Terms from time to time. Save as set out below, changes to these Terms shall be effective from the moment in time at which they are published on the Website. No change to these Terms shall affect the terms of any Contract which has come into existence pursuant to clause 2 prior to the date of publication of that change.
10.7 Governing law and jurisdiction
10.7.1 The Contract, 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.
10.7.2 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 Contract or its subject matter or formation (including non-contractual disputes or claims).
Copyright in these terms belongs exclusively to ATOM Supplies Ltd.
All rights (including moral rights) are asserted and reserved.