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 situated at First Floor, 27 Queen Anne's Gate, London SW1H 9BU (the "Licensor").
In this Licence the following terms shall have the meaning set out below:
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.
Only a Member can be a Licensee under this Licence.
The Licensee shall only use the Trade Mark:
i. in the formats and resolution supplied by the Licensor at the URL http://www.isc.co.uk/isc-logo-download/;
ii. in a manner consistent with the style and usage guidelines applicable from time to time to the Trade Mark that is not distorted, stretched or adapted in any way; and
iii. 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 the 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 Licensor reserves the right to amend the Trade Mark. The Licensee should be diligent in ensuring the Trade Mark used is the most up to date version.
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 materials incorporating the Trade Mark shall be:
i. of good and high quality in design; and
ii. 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.
The use of Trade Mark is at the Licensee’s own risk.
This Licence will automatically terminate immediately if:
i. the Licensee ceases to be a member of the Licensor;
ii. 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
iii. the Licensee uses the Trade Mark in a manner unacceptable to the Licensor or in a manner which does or may bring the Trade Mark into disrepute, as determined by the Licensor; or
iv. 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
v. 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
vi. 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 discretion) destroy or deliver up to the Licensor all materials in the Licensee’s possession or control bearing the Trade Mark. The Licensor reserves the right to require certification from an appropriate person that all such materials in the possession of the Licensee have been delivered up or destroyed. All rights granted under this Licence shall immediately revert to the Licensor.
