BETWEEN
(1) The University of Cambridge Local Examinations Syndicate (“UCLES”) of Triangle Building, Shaftesbury Road, Cambridge, CB2 8EA, a department of the University of Cambridge acting for and on behalf of The Chancellor, Masters and Scholars of the University of Cambridge (“Licensor”). Cambridge Assessment English is a business unit of UCLES.
(2) The Centre whose details have been completed on this form. (“Licensee”)
BACKGROUND
(A) The Licensor is the owner of the Logos (as defined below).
(B) By virtue of the Centre Agreement currently in place between the Licensor and the Licensee (“Current Centre Agreement”), and on condition the Revised Centre Agreement is signed by the Licensee when required to do so, the Licensor permits the Licensee to use the Logos according to the terms set out below.
(C) On signing the Revised Centre Agreement, this document will be attached as a licence agreement in substantially the same form, for signing on behalf of the Centre.
AGREED TERMS
The following definitions and rules of interpretation apply in these Terms.
1.1Definitions:
Commencement Date: means the date on which the Logos are provided to the Licensee.
Current Centre Agreement: means the agreement now in place between the Licensor and the Licensee, regulating the terms of business for the provision of Qualifications.
Group Company: means in relation to the Licensee, any body corporate which is from time to time a holding company of that party, a subsidiary of that party or a subsidiary of a holding company of that party ("holding company" and "subsidiary" having the meanings attributed to them by the Companies Act 2006 section 1159).
Logo: means the approved logo(s) granted for use by the Centre and set out below.
Logo Guidelines: means the Licensor’s guidelines for use of the Marks, available on the Support Site, as amended from time to time;
Marks: means any graphic device created by Cambridge Assessment English which may or may not form part of the Logo;
Products: means Cambridge English Teaching;
Qualifications: means a Cambridge English Qualification or Cambridge English Teaching Qualification as listed on the Cambridge English website from time to time;
Revised Centre Agreement: means the agreement to be put in place between the Licensor and the Licensee, regulating the terms of business for the provision of Qualifications, Schedule 1 of which shall be a Logo Licence Agreement in substantially the same form as these Terms.
Services: means services on which to use the Logos as set out in the Current Centre Agreement or to be set out in Schedule 2 of the Revised Centre Agreement;
Term: means the period of time from the Commencement Date to the Termination Date as set out in the Current Centre Agreement and the Revised Centre Agreement which will replace it;
Termination Date: means the date on which this Licence is terminated as set out in the Current Centre Agreement and the Revised Centre Agreement which will replace it;
Territory: means the country(ies) where the Centre is approved to offer Qualifications, as set out in the Current Centre Agreement or the Revised Centre Agreement.
1.INTERPRETATION
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.4 A reference to writing or written includes fax but not email. Any notices to be given or served under this licence shall be deemed adequately served on the Licensor if delivered to:
Director Business and Marketing, Cambridge Assessment
Triangle Building, Shaftesbury Road, Cambridge, CB2 8EA
Facsimile: +44 (0)1223 553558
and on the Licensee if delivered to the Centre Exams Manager or Centre Manager/Administrator.
1.5 Any words following the terms ‘including’, ‘include’, ‘includes’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 Each Party acknowledges that in entering into this Licence, it does not do so on the basis of, and does not rely on, any representation or warranty or other provision except as expressly provided herein.
1.7 No person who is not party to this Licence shall have any right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Licence.
2.1 Subject to the terms and conditions of the Current or Revised Centre Agreement this Licence, the Licensor hereby grants to the Licensee during the Term a non-exclusive, non-transferable, non-sub-licensable licence to use the Logos on or in connection with the Products and/or Services, subject to any other conditions set out in the Current or Revised Centre Agreement.
3.1 The Licensee shall only use the Logos in accordance with the Logo Guidelines provided by the Licensor from time to time and in accordance with this Licence.
3.2 The Licensee cannot use any of the Logos for any purpose or in any manner except as provided for under this Licence, in the Logo Guidelines and under the Current or Revised Centre Agreement.
4.1 The Licensee acknowledges and agrees that the Licensor is the owner of the Logos and Marks.
4.2 Any goodwill derived from the use by the Licensee of the Logos or Marks shall accrue to Licensor. The Licensor agrees, upon request, to execute any documentation necessary to vest such goodwill in the ownership of the Licensor or evidence such ownership.
4.3 The Licensee shall not apply to register any Logo or Mark for any goods or services in any country.
4.4 The Licensee shall not apply to register any trade mark (whether of a name or Logo), domain name or company name identical or confusingly similar to the Logos or Marks for any goods or services in any country.
4.5 The Licensee shall not (i) use in its business (whether digitally or physically) any other trade mark confusingly similar to the Logos or Marks and (ii) use the Logo or Marks or any word confusingly similar to the Logos or Marks as, or as part of, its corporate or trading name. In particular the Licensee and its Group Company shall not use the name “Cambridge” or the shield in the name of its business.
4.6 The Licensee shall not do anything that will or may weaken or damage the Logos or Marks or the reputation or goodwill associated with the Logos or Marks, or that may invalidate or jeopardise any registration of the Logos or Marks.
4.7 The Licensee shall promptly and fully notify (in writing) the Licensor of any actual, threatened or suspected infringement of the Intellectual Property Rights in the Logos or Marks which comes to their attention, and of any claim by any third party coming to its attention that use of the Logos or Marks infringes any rights of any third party.
4.8 Nothing in this Agreement shall constitute any representation or warranty that: (i) any registration comprised in the Logo and Mark is valid, (ii) any application comprised in the Logo and Mark shall proceed to grant or, if granted, shall be valid; or (iii) the exercise by the Licensee of rights granted under this Agreement will not infringe the rights of any person.
5.1 The Licensee shall not assign, transfer, sub-license, sub-contract, or deal in any other manner with any or all of its rights under this Agreement without the prior written consent of the Licensor.
6.1 This Licence shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with the Current or Revised Centre Agreement or this clause 6, until the Termination Date when it shall expire automatically without notice.
6.2 Without prejudice to any other right or remedy available or accruing to the Licensor under this Licence or otherwise, the Licensor may terminate this Licence with immediate effect if either (i) the Licensee has materially breached this Licence (and, in case of a remediable breach, has failed to remedy that breach within thirty (30) days of the date of service of notice from the Licensor specifying the breach and requiring that it be remedied); or (ii) in accordance with the Current or Revised Centre Agreement.
6.3 The Licensor shall have the right to terminate this Licence at any time on giving the Licensee not less than thirty (30) days’ written notice of termination.
6.4 Upon termination of this Licence however arising, all use of the Marks shall cease immediately.
6.5 Termination or expiry of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry.
6.6 Any notice given to a party in connection with this Licence shall be in writing and sent to the party at the address given in the Current or Revised Centre Agreement.
6.7 Any provision of this Licence 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.
7.1 Subject to clause 3.8.16 of the Current Centre Agreement and clauses 2.2.1 to 2.2.16 and 4.3 of the Revised Centre Agreement, no variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
8.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this Licence.
8.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including but not limited to 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 professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with: (i) the Licensee’s exercise of its rights granted under this Licence including any claim made against the Licensor for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection therewith; (ii) the Licensee’s breach or negligent performance or non-performance of this Licence, including any product liability claim relating to products bearing the Marks manufactured, supplied or put into use by the Licensee; (iii) the enforcement of this Licence; or (iv) 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 products produced under this agreement, to the extent that the defect in such products is attributable to the acts or omissions of the Licensee, its employees, agents, or subcontractors.
9.1 These Terms shall be governed by and construed in accordance with the law of England and Wales. 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 these Terms or their subject matter or formation.
