The SPSC Certification Service – UK Logos – License TERMS & CONDITIONS from 1st January 2023
iso20400plus Ltd has a worldwide permanent copyright for all logos for The SPSC Certification Service – UK.
“Ally” means any corporation or other legal entity that controls, is controlled by, or is under common control with a Party. “ iso20400plus company(ies) ”
“Control ” means, for purposes of the definitions of “Ally” and “Subsidiary” (a) with respect to a corporation, the control or ownership (directly or indirectly) of fifty percent (50%) or more of the shares or securities of such corporation representing the right to vote for the election of directors, and (b) with respect to any other legal entity, fifty percent (50%) or more ownership interest or control representing the right to make decisions for such entity. An Ally or Subsidiary qualifies as such only for so long as such control exists.
“iso20400plus” means iso20400plus Ltd, which is registered in the UK and whose registration number is SC696558.
“Business Partners” means companies and individuals, offering IT solutions or other services to their or mutual customers, and iso20400plus SPSC ambassadors and suppliers. Mutual customers of iso20400plus and the Business Partner shall have the opportunity of accessing information regarding the sustainability performance of their trading partners and/or of their own Subsidiaries.
“Export Controls ” means any laws, regulations, and restrictive measures (in each case having the force of law) related to the import, export or re-export of goods, technology and services administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of Commerce’s Bureau of Industry and Security and Department of State’s Directorate of Defense Trade Controls), (ii) the European Union and its member states, (iii) the United Kingdom, or (iv) other jurisdictions with regulatory authority over iso20400plus, the Assessed Company(ies) or their respective Allies.
“Logo” means The SPSC Certification Service-UK Logos.
“Party” means iso20400 or anyone using the Logo.
“You” means any individual or any organization.
“Sanctioned Person” means a legal or natural person that is (i) the subject of Sanctions, (ii) resident in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions currently or within the past five years (including without limitation Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region), or (iii) owned or otherwise controlled by any of the foregoing.
“Sanctions ” means any trade, economic and financial sanctions and embargo laws, regulations, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of the Treasury’s Office of Foreign Assets Control and Department of State), (ii) the European Union and its member states, (iii) the United Nations, (iv) the United Kingdom, or (v) other jurisdictions with regulatory authority over iso20400plus, the Assessed Company(ies) or their respective Allies.
1. Parties: This Agreement contains the terms and conditions by which iso20400plus Ltd. (“iso20400plus,” “We” or “Us”), which is registered in the UK and whose registration number is SC696558, is willing to grant You a license to use the Logo. By using the Logo, You acknowledge that You have read and accept the terms and conditions of this Agreement in its entirety.
2. Grant of License: We grant You a non-exclusive, royalty free, sub-licensable, license to use The Logo in your advertising, literature, social media, CV, LinkedIn, job portals, packaging, business premised owned/operated and websites. This license does not allow you to use the Logo on certificates & awards issued by you or your organisation.
3. Term of License: The license granted by this Agreement shall commence on the date of official confirmation (the “Effective Date”) of SPSC Ambassadorship till you are an officially verifiable SPSC Ambassador.
4. Limitations on License: You agree to comply with the following, which are conditions of the license granted by this Agreement:
A. You may only use the Logo and iso20400plus name in strict conformity with the standards as provided by iso20400plus. You acknowledge and agree that it is your responsibility to immediately comply with any changes we may make in the iso20400plus Corporate Identity Standards that affect your use of the Logo.
B. You may not assign the license granted by this Agreement without our prior written consent.
C. The License granted by this Agreement is not sub-licensable. Nothing in this Agreement grants You, or authorizes You to grant to any other person, firm or corporation, any right to use the Logo in any way or by any means or manner.
D. This license does not authorise to use any celeste logo or iso20400plus logo.
E. This license does not allow you to use the Logo on any products, cups, badges, trophies and medals.
5. Trademarks and Copyrights:
A. As between iso20400plus and You, You acknowledge iso20400plus’ exclusive right, title, and interest in and to the trademark and copyrights in the Logo. You agree that You shall not acquire any right of any kind in the Logo as a result of your use of it, and You agree that all such uses shall enure to the benefit of iso20400plus.
B. You agree that You shall not: (i) use the Logo in any manner likely to diminish its commercial value; (ii) knowingly use any name, logo or icon likely to cause confusion with the Logo (iii) make any representation to the effect that the Logo is owned by You rather than by iso20400plus; (iv) challenge either the validity or iso20400plus’ ownership of any trademark or copyrights which incorporate the Logo or (v) attempt to register, register or own in any country: a) the Logo; b) any domain name incorporating in whole or in part the Logo or c) any name, domain name, keyword or mark confusingly similar to the Logo.
C. As between iso20400plus and You, You acknowledge iso20400plus’ exclusive right, title and interest in and to the copyright in the Logo, and You agree that You will not contest or assist another in contesting that copyright or iso20400plus’ ownership of it.
D. All materials, if any, provided by iso20400plus to You under this Agreement, and all proprietary rights in and to all such materials shall remain the sole and exclusive property of iso20400plus, subject only to the non-exclusive rights granted to You under this Agreement.
E. Upon request, You shall furnish to iso20400plus, without charge, samples of materials which feature the Logo or the iso20400plus name. iso20400plus shall have the right of approval over such items by giving written notice to You, within twenty (20) days of receipt of the samples, of such reasonable changes or corrections as may be necessary to comply with iso20400plus’ reasonable quality concerns. You shall make and incorporate said changes or corrections. Iso20400plus’ failure, following receipt of samples, to give notice of any such changes or corrections shall be deemed by You to constitute approval by iso20400plus.
F. If iso20400plus, in its sole discretion, determines that any materials used, sold, distributed or offered for sale or distribution by You under this Agreement are unsatisfactory to iso20400plus, either based on the quality of the materials themselves or the depiction of the Logo on the material, then iso20400plus shall so notify You in writing. Upon receipt of such notification, You shall have thirty (30) days to implement such reasonable changes, as iso20400plus shall suggest, ensuring that the materials are satisfactory to iso20400plus.
6. Representations and Warranties: You hereby represent and warrant to iso20400plus that You (a) have the right, power and authority to enter into this Agreement and to perform Your obligations as set forth herein; (b) are under no obligation or restriction that does or would interfere or conflict with your obligations under this Agreement, nor will You assume any such obligations or restrictions during the term hereof; and (c) the information provided by You in connection with this Agreement is true, correct and complete.
7. Disclaimer and Warranties: iso20400plus DISCLAIMS ANY AND ALL WARRANTIES THAT MAY BE EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE LOGO OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND AGAINST ALL CLAIMS AND LIABILITIES ARISING OUT OF YOUR USE OF THE LOGO.
8. Limitation of Liability: IN NO EVENT SHALL iso20400plus BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Without limiting the foregoing, iso20400plus shall have no responsibility for any monetary damages under any contract, tort or other legal or equitable theory, regardless of the form of the action. Such limit shall apply whether or not iso20400plus has been advised of the possibility of such damages.
9. Indemnity: You shall indemnify, defend and hold harmless iso20400plus, its affiliates, and their respective officers, directors, members, ambassadors, contractors, employees, agents, successors and heirs, from and against any claims, actions, suits or proceedings, as well as any and all claims, actions, damages, costs and expenses (including but not limited to reasonable attorneys fees, disbursements, and administrative or court costs), arising out of or accruing from: (a) any misrepresentation or breach of your representations and warranties set forth in this Agreement; and (b) any non-compliance by You with any agreements or undertakings contained in or made pursuant to this Agreement.
A. iso20400plus may, in its sole discretion, terminate this Agreement or modify your license to use The Logo at any time upon written notice to You. Upon termination of this Agreement, You shall immediately cease any and all use of The Logo or any trademarks confusingly similar to The Logo.
B. You may terminate this Agreement at any time upon thirty (30) days prior written notice to iso20400plus.
C. Unless renewed by mutual agreement of the Parties, this Agreement shall expire after one year from the Effective Date.
D. The provisions of Paragraphs 5, 6, 7, 8, 9, 11, 12, and 14 hereof shall survive termination of this Agreement.
11. Notice: Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt by the other party, when delivered by certified or registered mail, return receipt requested, by commercial overnight delivery service, or by personal delivery to the address of such party as set forth above or to any subsequent address designated by either party, on notice to the other pursuant hereto, for the purpose of receiving notices under this Agreement.
12. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Scotland, without regard to the conflicts of laws provisions thereof. The parties hereby submit to the exclusive jurisdiction of the courts located in Scotland, and any action or suit under this Agreement shall only be brought by the parties in any courts in Scotland with appropriate jurisdiction over the subject matter.
13. Amendment: iso20400plus reserves the right in its sole discretion to amend or modify this Agreement by providing You with prior written notice thereof. The amended agreement shall override all previous agreements.
14. Miscellaneous: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all oral or written agreements and understandings made and entered into by the parties prior to the Effective Date hereof. You may not assign this Agreement in whole or in part without the prior written consent of iso20400plus, and any purported assignment in violation of these provisions shall be null and void. Subject to the foregoing limitation, this Agreement shall be binding upon and enure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be void or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach of any provision of this Agreement shall constitute a waiver of any concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by the waiving party. This Agreement shall not be construed or deemed to create any employment, partnership, joint venture, agency, franchise or other form of agreement or relationship between the parties other than as expressly set forth herein.