Terms and Conditions for the Licence of Intellectual Property Rights

  1. RIGHT OF USE
    1. Glencairn hereby grants to You a personal, non-transferable, non-exclusive and revocable licence to use Glencairn’s intellectual property rights in the Licensed IP for the Specified Purpose in the Territory and in the Field of Use.
    2. You shall comply strictly with Glencairn’s directions (written or otherwise) regarding the form and manner of the application of the Licensed IP and/or any use of the Licensed IP.
    3. You shall not use in Your business or seek to apply or obtain registration of any marks which represent or are confusingly similar to the representation of the Glencairn Glass and/or the Glencairn name and/or the Licensed IP.
    4. Any goodwill derived from Your use of the Licensed IP shall accrue to Glencairn. Glencairn may, at any time, call for a document confirming the assignation of that goodwill and You shall immediately execute it.
    5. If You have supplied any part of the Licensed IP to Glencairn, You warrant to Glencairn that you are the owner (or licensee) of the copyright and associated intellectual property rights in the part of the Licensed IP provided by You and that You are entitled to use the part of the Licensed IP provided by You for the Specified Purpose in the Territory.
    6. You shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Glencairn Glass or the reputation or goodwill associated with the Licensed IP, the Glencairn Glass or the business of Glencairn.
    7. You shall display the Acknowledgement alongside any use of the Licensed IP.
    8. You shall send to Glencairn for its prior written approval, the text and layout of all proposed uses of the Licensed IP (including advertisements and marketing and promotional material including the Licensed IP). You shall not use the Licensed IP in any manner that has not been approved in writing by Glencairn.
    9. You shall comply with all specifications, standards and directions relating to the use of the Licensed IP, as notified in writing by Glencairn from time to time
  2. ADDITIONAL OBLIGATIONS
    1. You shall only make use of the Licensed IP for the Specified Purpose.
    2. You acknowledge and agree that the exercise of the licence granted to You under this licence is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and You understand and agree that You shall at all times be solely liable and responsible for such due observance and performance.
    3. You shall, in exercising Your rights under this licence, comply with all applicable laws, regulations and codes of practice and shall ensure any product or service which features the Licensed IP and/or any use of the Licensed IP complies with all applicable laws, regulations and codes of practice.
    4. You shall provide Glencairn with details of: 1) any complaints You have received relating to the use of the Licensed IP together with reports on the manner in which such complaints are being, or have been, dealt with; and 2) all communications, relating to the Licensed IP with any regulatory, industry or other authority and shall comply with any reasonable directions given by Glencairn in respect thereof.
    5. You shall immediately notify Glencairn in writing giving full particulars if any of the following matters come to Your attention:
      1. any actual, suspected or threatened infringement of the Licensed IP;
      2. any actual or threatened claim that the Licensed IP is invalid;
      3. any actual or threatened opposition to the Licensed IP;
      4. any claim made or threatened that use of the Licensed IP infringes the rights of any third party;
      5. any other form of attack, charge or claim to which the Licensed IP may be subject.
    6. In respect of any of the matters listed in clause 2.5:
      1. Glencairn shall, in its absolute discretion, decide what action if any to take;
      2. Glencairn shall have exclusive control over, and conduct of, all claims and proceedings;
      3. You shall not make any admissions other than to Glencairn and shall provide Glencairn with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
      4. At its sole discretion, Glencairn may bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account
    7. You shall:
      1. ensure that any products containing and/or displaying and/or provision of services using the Licensed IP are safe for the use for which they were intended;
      2. obtain at Your own expense all licences, permits and consents necessary for the use of the Licensed IP and/or sale or creation of any products and/or provision of services containing and/or displaying the Licensed IP in the Territory;
      3. perform Your obligations in connection with the use of the Licensed IP and/or sale or creation of any products and/or provision of services containing and/or displaying the Licensed IP with all due skill, care and diligence including good industry practice;
      4. only make use of the Licensed IP for the purposes authorised in this licence; and
      5. comply with all regulations and practices in force in the Territory to safeguard Glencairn’s rights in the Licensed IP.
  3. LIABILITY, INDEMNITY AND INSURANCE
    1. To the fullest extent permitted by law, Glencairn shall not be liable to You for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from Your exercise of the rights granted to You under this licence.
    2. You hereby indemnify Glencairn 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 reasonable professional costs and expenses) suffered or incurred by Glencairn arising out of or in connection with:
      1. Your exercise of the rights granted under this licence, including any claim made against Glencairn for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection therewith or
      2. any action You may take against Glencairn upon termination of this licence;
      3. Your breach or negligent performance or non-performance of this licence; or
      4. the enforcement of this licence; and
      5. any claim made against Glencairn by a third party for death, personal injury or damage to property arising out of or in connection with Your use of the Licensed IP or any products created by You which contain or display the Licensed IP or any services provided by you using the Licensed IP.
    3. If a payment due from You under this clause 3.2 is subject to tax (whether by way of direct assessment or withholding at its source), Glencairn shall be entitled to receive from You such amounts as shall ensure that the net receipt, after tax, to Glencairn in respect of the payment is the same as it would have been were the payment not subject to tax.
    4. Nothing in this clause shall restrict or limit Glencairn’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
    5. Nothing in this licence shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or any other liability that cannot be excluded under applicable law.
    6. You shall, at Your expense, carry product liability and/or comprehensive general liability insurance for an amount adequate to support Your liabilities under this licence.
  4. DURATION AND TERMINATION
    1. Your request to licence Glencairn’s rights in the Licensed IP and Glencairn’s issue of this licence constitutes a request for a licence from Glencairn on Glencairn’s standard terms and conditions of licence. This request is accepted when Glencairn issues a signed copy of this licence to You and the contract between the parties will come into force on the earlier of: 1) receipt by Glencairn of a signed copy of this licence from You; or 2) use of the Licensed IP by You and shall continue, unless terminated earlier in accordance with Clause 4.3 below, until the Date of Expiry when it shall expire automatically without notice.
    2. You agree that this licence applies to the use of the Licensed IP to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    3. Glencairn shall have the right to terminate this licence with immediate effect by giving written notice to You without regard to whether You will suffer any damage or loss from such termination and in relation to any such damage or loss you acknowledge and accept that Glencairn has and will have no liability whatsoever to You.
    4. On expiry or termination of this licence for any reason and subject to any express provisions set out elsewhere in this licence all rights and licences granted pursuant to this licence shall cease and You shall cease all use of the Licensed IP immediately. You hereby agree that failure to cease all use of the Licensed IP after termination of this licence shall cause Glencairn irreparable harm.
    5. 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 licence shall remain in full force and effect.
    6. 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.
  5. GENERAL
    1. EXCLUSIONS: The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.
    2. NO WARRANTY: Nothing in this licence shall constitute any representation or warranty that:
      1. the Licensed IP is valid; and/or
      2. the exercise by You of rights granted under this licence will not infringe the rights of any person
    3. SUB-LICENSING: You shall not grant sub-licences or sub-contract any rights under this licence.
    4. ASSIGNATION AND OTHER DEALINGS: You shall not assign, transfer, mortgage, charge, subcontract, sub-license, declare a trust over, or deal in any other manner with any or all of Your rights under this licence without the prior written consent of Glencairn. Glencairn may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this licence.
    5. FURTHER ASSURANCE: Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this licence.
    6. WAIVER: No failure or delay by a party to exercise any right or remedy provided under this licence 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.
    7. ENTIRE AGREEMENT: This licence constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    8. VARIATION: No variation of this licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    9. SEVERANCE: If any provision or part-provision of this licence 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 this licence. If any provision or part-provision of this licence 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. THIRD PARTY RIGHTS: Unless it expressly states otherwise, this licence does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of this licence.
    11. NO PARTNERSHIP OR AGENCY : Nothing in this licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party and each party confirms it is acting on its own behalf and not for the benefit of any other person.
    12. GOVERNING LAW: This licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with Scots law.
    13. JURISDICTION: Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this licence or its subject matter or formation.