License terms & conditions
1 DEFINITIONS
For the purposes of this agreement:
1.1 Customers means customers and/or prospective customers, including students, to whom You provide and/or propose to provide Products and/or Services
1.2 Handbook means Our handbook, as may be amended by Us from time to time
1.3 The Intellectual Property means (i) the Trade Mark; (ii) all and any rights owned by or licensed to Us from time to time in respect of inventions, copyright and related rights, domain names, patents, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in confidential information, database rights and any other intellectual property rights, and all similar or equivalent rights or forms of protection which may, now or in the future, subsist in any part of the world; in each case relating to the Flirties Business, the System, the Software, the Products and Services; and in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights
1.4 Products means cosmetic and beauty products, including but not limited to eyelash, brow and nail enhancement, tanning and waxing, all as more particularly described in the Handbook
1.5 Services means training services relating to the Products
1.6 System means the substantial know-how and expertise developed by Us in the provision of Products and Services; the service format and standards of quality
1.7 Trade Mark means the Flirties trade mark EU012864161 and such other unregistered and or registered trade marks, trade names or service marks in addition to or in substitution of any of them as We may specify
2 RIGHTS GRANTED
2.1 We grant You the right to operate a business providing Products and Services in accordance with the System (“the Business”) within the Territory for the Term subject to the terms and conditions of this agreement.
2.2 You shall not sub-licence or otherwise delegate any of the rights granted by this agreement without Our prior written approval.
3 TERM & RENEWAL
3.1 Subject to clause 12, this Agreement shall continue for the Term as set out on the Front Sheet. Subject to Our rights to terminate under clause 12, You shall have the right to extend the Term for successive periods of one Year each
3.2 If You continue to operate the Business for any reason after expiry of this Agreement without notifying Us of Your chosen Licence Modules then You will be deemed to be continuing to operate the Business with Your existing choice of Licence Modules and We will be entitled to terminate this Agreement with immediate effect on one week’s prior written notice.
4 FEES AND PAYMENTS
4.1 In consideration of the grant of this licence, You shall pay the fees for each 12 months in advance without any deduction or set-off.
4.2 All sums due to be paid by You to Us under this agreement shall be subject to the addition of VAT at the appropriate rate.
5 OUR OBLIGATIONS
We will provide You with:
5.1 Ongoing consultation and advice with regard to the setting up and day to day operation of the Business
5.2 Training manuals in pdf format (other formats may be available at cost)
5.3 Option to contribute to blogs, social media, pages and groups
5.4 a listing on Our website under the VIP/recommended trainer option
6 TRAINING
6.1 You will be required to have a valid teaching qualification (AET or similar as per your countries requirements)
6.2 If it shall become apparent to Us that You do not meet Our minimum standards and requirements, We shall have the right, on notice in writing, to terminate this agreement, in which event You shall not be entitled to any refund of fees paid to Us.
6.3 We might offer further training courses or to provide extra training at such location as We may specify at any time if we reasonably consider such training to be necessary.
6.4 You shall be liable for travelling, accommodation and other expenses incurred You in attending all or any training provided by Us.
7 YOUR OBLIGATIONS
You shall:
7.1 use Your best endeavours to promote and recommend the brand
7.2 operate the Business so it does not contradict our recommendations and training guidelines
7.3 respect minimum prices and requirements set out by us
7.4 not represent yourself as being Us or Our partner or agent
7.5 not permit any person connected in any way with You to represent itself or You in such a way that others might regard it or You as a director, officer, employee, agent or otherwise authorised to act on Our behalf
7.6 not do or permit to be done anything which may bring the Intellectual Property into disrepute, or which may damage Our interests or reputation or those of any member of the Flirties Network
7.7 comply at all times with all statutes and other legal requirements which may apply to the Business and the provision of the Products and Services from time to time
7.8 comply at all times with and any health and safety and/or hygiene requirements contained in the Handbook
7.9 ensure that the premises from which You operate the Business (“Premises”) are appropriate to be used for the Business and are at all times kept clean and tidy and in a good state of decorative order
7.10 ensure that all trainers have criminal records checks as set out in the Handbook and ensure that the results of such checks are acceptable to Us at Our absolute discretion
7.11 provide students with our starter kits for their training day and consequent case studies
7.12 ensure that You and any staff engaged in the Business at all times present a neat and clean appearance and give competent and friendly service to Customers and comply with any and all directions from Us, including relating to dress, appearance, demeanour and hygiene
7.13 use Your best endeavours to maintain the highest standards in all matters connected with the Business. You permit Us, without any further authority than that hereby irrevocably given, to contact Customers about the Products and Services being provided in order to ascertain whether standards associated with the System are being achieved and maintained
7.14 not cause a conflict of interest by engaging in training for other brands or companies for products, courses or treatments that are similar or competing to our portfolio
8 ADVERTISING
8.1 All Your advertising, marketing or promotions using our logo must be approved in advance by Us and must display the Trade Mark. (social media posts must include #flirties or #flirtieshq)
8.2 We may remove without incurring any liability to You, any signs, cards, notices or other display or advertising matter which has not been supplied or approved by Us, without Your consent. We may keep or destroy any such items.
9 INSURANCE
9.1 You must insure with a reputable insurance company throughout the Term against all normal and reasonable foreseeable risks relating to the Business (and the activities of trainers) including and without limitation, public liability, professional indemnity, employers’ liability, liability for third parties, damage to property and loss of profits, on such terms and in such minimum sums as shall be specified in the Handbook or otherwise specified by Us.
10 TRADE MARK
10.1 You are authorised by Us to use the Trade Mark solely for the operation of the Business within the Territory during the Term. Any such usage must be in accordance with Our reasonable directions and in accordance with this agreement.
10.2 You acknowledge that any goodwill and all rights in the Intellectual Property vest solely in Us and that if any rights should accrue to You, You will do what is required to vest such rights in Us. Any additional goodwill generated by You for the Trade Mark shall be Our sole property.
10.3 You undertake not to do anything to prejudice or damage Our goodwill in the Trade Mark or Our reputation, and shall not do anything likely to bring the Trade Mark into disrepute.
10.4 We reserve the right to substitute, add to or withdraw those trademarks and other indicia that comprise the Trade Mark at the date of execution of this agreement if the present ones can no longer be used or if We in Our sole discretion determine that substitution of the different marks would be beneficial to the Flirties Business
10.5 We will have conduct of all proceedings relating to the Trade Mark and may in Our sole discretion take such action if any as we consider appropriate in respect of any infringement or alleged infringement and any rights which You may have under Section 30 of the Trade Marks Act 1994 are expressly excluded. You agree to provide such co-operation as We may request in the prosecution of any such action including the provision of evidence and being named as a party to any legal proceedings.
10.6 You will not, without Our prior written consent, take any action of whatever nature based upon the Trade Mark or any common law rights which You are licensed to use or exercise pursuant to this agreement.
10.7 You shall not without Our prior written consent, either during the Term or at any time thereafter:
10.7.1 register or otherwise seek or maintain any interest whether directly or indirectly in any domain name which is the same as or confusingly similar to or otherwise incorporates all or any part of the Trade Mark or anything confusingly similar to the Trade Mark
10.7.2 register any company name which is the same as or confusingly similar to or otherwise incorporates all or any part of the Trade Mark or anything confusingly similar to the Trade Mark
10.7.3 create or permit any linking to or framing of any other web site from any web site developed or maintained by Us; or
10.7.4 cause or allow the Trade Mark or any part of it, to be otherwise used or displayed, in whole or in part, in any electronic mail address or in connection with any social media or website..
10.8 You acknowledge that all information and knowledge concerning the Intellectual Property is strictly confidential and accordingly, You agree that You will not at any time during the Term or thereafter without Our express written consent, and except for the sole purpose of conducting the Business during the Term, divulge or use whether directly or indirectly for Your own benefit or for the benefit of any person, firm, or company, other than Us, any Confidential Information which may be communicated to You or Your agents or employees, except as required by law, or unless such information falls into the public domain otherwise than by a breach of this provision.
10.9 You shall during the Term and thereafter keep this agreement confidential and not disclose nor permit disclosure of any of its contents to anyone other than their professional advisors and then only if You ensure that such disclosure is made to it in confidence and that no copies of the whole or any part of it are made.
10.10 On entering into this or any other agreement or transaction with Us during the Term or any renewal, You shall make full disclosure of all material circumstances and of everything known to You in relation to the contract or transaction which would be likely to influence the Our conduct including, in particular, the disclosure of other agencies or licenses in which You are interested directly or indirectly.
10.11 You acknowledge and agree that any breach of the provisions of clauses 11.1, 11.2, 11.4 or 11.5 could cause injury to Us and that damages would not be an adequate remedy. In the event of a breach or threatened breach by You, We shall be entitled to apply for injunctive relief in any court of competent jurisdiction. You shall indemnify Us against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation consequential losses, loss of profits and loss of reputation) arising directly or indirectly out of such breach. Nothing contained in this agreement shall be construed as prohibiting Us from pursuing any other remedies available to Us.
11 TERMINATION
11.1 We may, without prejudice to any other rights or remedies available to Us, terminate this agreement immediately by written notice to You, upon a material breach of this agreement, and any of the following shall be deemed to be a material breach but the list shall not be deemed to be exhaustive, and upon Termination all Your rights under this agreement shall cease, if:
11.2 You have in Your Licence application or supporting details provided Us with information which contains any false or misleading statements or omits any material fact which may make any statement misleading
11.3 You abandon the Business or threatens to abandon the Business
11.4 You challenge Our ownership or the validity of any of the Intellectual Property
11.5 You have a Bankruptcy Order made against You, or if We believe that you are or may be insolvent
11.6 You fail to pay the license fee by the due date under this agreement and fail to make such payment within 7 days of being notified of such failure
11.7 there is an assignment or transfer or a purported assignment or transfer of this agreement or any of the rights or obligations in it otherwise than in accordance with the terms of this agreement
11.8 You become a patient as defined by the Mental Health Act 1983 or are convicted of a criminal offence (other than a road traffic offence which does not result in a prison sentence)
11.9 You are unable through physical or mental cause to substantively perform Your duties under this agreement for a period of 30 days or more
11.10 You or any of Your staff are found to be drunk, under the influence of drugs, or in possession of illegal drugs or controlled substances at any time during the performance of Your duties under this agreement
11.11 You or any member of staff behaves in any way which damages or might damage Our reputation or the reputation of the Flirties Network
11.12 by Your actions or omissions You risk adversely affecting the welfare, safety or well-being of any of Customers
11.13 there are persistent complaints from Customers concerning the conduct of the Business, and for the purposes of this clause “persistent” shall mean more than 4 complaints in any period of 4 weeks, unless You can demonstrate to Our reasonable satisfaction that such complaints are unfair or unfounded
11.14 You behave in such a manner as We reasonably consider to be inconsistent with having the intention or ability to give effect to the terms of this agreement
11.15 We reasonably suspect that You have divulged or allowed to be divulged any all information of a confidential nature pertaining to Us, the Intellectual Property, the System, the Handbook and the Flirties Network (“Confidential Information”) otherwise than in accordance with the terms of this agreement, or if You in breach of clauses 11.1, 11.2, 11.4, 11.5 or 11.6
11.16 You fail to disclose any sums due to Us under this agreement or makes any dishonest statement or declaration to Us
11.17 You are in breach of any of the other terms of this agreement, the Handbook or Our reasonable instructions, and We shall have notified You in writing of any such breach and You shall not have rectified such breach immediately or if immediate rectification is not possible within such period not exceeding 20 days as We shall reasonably require; and
11.18 You are in persistent breach of Your obligations which for the purposes of this clause shall mean a breach of the same obligation or condition of this agreement or the Handbook which has occurred more than twice in any one-year period as notified by Us.
11.19 You shall pay all Our costs, charges and expenses directly or indirectly incurred in enforcing any provision of this Agreement, or taking any action for breach.
12 CONSEQUENCES OF TERMINATION
On Termination You shall immediately:
12.1 cease operating the Business
12.2 cease using the Intellectual Property
12.3 cease using all Our social media
12.4 make or cause to be made such changes in signs, cards, notices and other display or advertising matter, vehicles, buildings and structures as We shall reasonably direct, to distinguish the Business from its former public and marketing image
12.5 pay all Our costs including without limitation all legal costs incurred in relation to termination
13 REPRESENTATIONS
13.1 This agreement and the Handbook constitute the entire agreement and understanding between the parties and supersede all prior discussions, understandings and agreements between the parties, and all prior representations or expressions of opinion by any party to the other in connection with the subject matter hereof.
14 INDEMNITY
14.1 You hereby indemnify Us and shall keep Us indemnified against all loss, damages, liability, costs and expenses suffered or incurred by Us arising from any failure by You, Your agents or staff, to comply with any provision of this agreement, or the Handbook, or to use any of the Intellectual Property or the System or the Handbook in accordance with the terms of this agreement, or from any deliberate or negligent act, error or omission by You, Your staff or agents.
14.2 The copyright and all other rights in the text of the Handbook, Our website and other documents supplied to You, are secret and confidential and vest solely in Us.
14.3 You acknowledge that all goodwill associated with or arising from the use of the Intellectual Property shall belong to Us and that You only have the right to benefit from such goodwill to the extent provided for in this agreement.
15 GENERAL
15.1 Nothing in this agreement shall be construed as making the parties partners or a joint venture, nor render any party liable for any of the debts or obligations of any other party.
15.2 This agreement shall be suspended for any period during which either party reasonably believes that the other is prevented or hindered from complying with any of their obligations under it by any cause beyond its reasonable control. If such period of suspension exceeds 180 days, then either party may upon giving written notice to the other, require that the agreement be terminated whereupon all money due to Us shall be paid immediately.
15.3 You shall not during the Term enter into any transaction, arrangement or agreement which causes the Trading Schemes Act 1996 to apply to Us, You, the Business and / or the Flirties Network.
15.4 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15.5 Nothing in this clause shall limit or exclude any liability for fraud.
15.6 The failure of any party at any time to enforce any of the provisions of this agreement or to exercise any right under this agreement shall in no way affect that party’s rights after any failure or constitute a waiver of that right.
15.7 If any item or provision contained in this agreement or any part of it (‘the Offending Provision’) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever, the other terms and provisions of this agreement shall remain in full force and effect as if this agreement had been executed without the Offending Provision appearing in it. If the exclusion of the Offending Provision will Our opinion adversely affect either Our right to receive payment of all or any fees or remuneration by whatever means payable to Us, or the Trade Marks or the System, We may terminate this agreement by 30 days’ written notice to You.
15.8 If any clause or paragraph of this agreement is held invalid or is otherwise unenforceable the remainder of the agreement shall not also be invalidated unless in Our reasonable opinion, the purpose of this agreement is frustrated as a result.
15.9 No modification, alteration or waiver of any of the provisions of this agreement shall be effective unless evidenced in writing and signed by or on behalf of each of the parties.
15.10 You agree that You shall not have any right to withhold, make deductions or set-offs against payment of any sums due to Us unless such deduction or set off is in respect of any undisputed liquidated sums owing by Us to You.
15.11 Any notice or consent required to be given to any party in connection with this agreement shall be in writing and must be sent by post, recorded delivery, hand delivery or email to the address of the party set out in this agreement or to such other email address as is notified by that party to the other parties pursuant to the provisions of this clause.
15.12 Any notice sent by post or recorded delivery shall be deemed to have been served 2 days after posting. In proving such service it shall be sufficient to prove that a notice was properly addressed and stamped and put into the post. Any notice delivered by hand shall be deemed to have been served when physically delivered at the relevant address. Any notice delivered by email shall be deemed to have been served on sending, provided that such email is sent to the email address for the relevant party as set out on the Front Sheet, or as otherwise notified to the other party under the provisions of this clause.
15.13 Save as expressly provided for in this agreement, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
15.14 You shall make no statements, representations or claims and shall give no warranties to any Customer in respect of the Products and Services or the Business except as implied by law or as may have been specifically authorised by Us in writing or in the Handbook.
15.15 We may assign or otherwise deal with the benefit and burden of the whole or any part of this agreement without consent from You, and in the case of an assignment, if We procure that the assignee enters into a direct covenant with You to observe and perform all Our obligations in this agreement, We shall be released and discharged from all obligations hereunder. Submission by the assignee to You of a contract to the above effect duly executed by the assignee shall be deemed to be in compliance with the requirements of a direct covenant for the purposes of this clause. You shall have no right to assign, delegate or transfer performance of this agreement or to sell the Business save with Our prior written consent at Our absolute discretion.
16 JURISDICTION
16.1 This agreement is governed by and construed in accordance with the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish courts.
17 INTERPRETATION
17.1 Clause headings shall not affect the interpretation of this Agreement. Words in the singular shall include the plural and vice versa.
17.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
17.3 A reference to writing or written does not include fax but does include email, provided that such email is sent in accordance with clause 17.12.
17.4 Any obligation in this agreement not to do something includes an obligation not to agree or allow that thing to be done.
