Disco Duck Pre-School Dance Classes

PLEASE READ FULL TERMS AND CONDITIONS

You must not be in breach of the terms and conditions of licence.

The Disco Duck logo and image CAN ONLY be used for the purpose of promoting Disco Duck classes and merchandise and may be included on your website BUT MAY NOT be reproduced for any other purpose, except with our prior permission, nor may it be reproduced on unauthorised leaflets or posters, which can be purchased from us.

You will receive a free listing on the official Disco Duck website for the term of the Licence

All Products supplied under this Licence CAN ONLY be used for promoting and conducting Disco Duck Pre-School Dance Classes and MAY NOT otherwise be used, copied or reproduced.

This Disco Duck license is personal to you and IS NOT transferable. This LIcence can only be used by the dance school or studio, or the individual named above.

Terms and Conditions of Licence

• Interpretation
• Rights Granted
  • In consideration of the payment of the Licence fee We hereby grant You a non-exclusive, non-transferable, periodic licence to:
    • use the Intellectual Property; and
    • use the benefit of our marketing knowledge and experience,
    • one of each of the Products as listed.
    • use Your best endeavours to promote and extend the reputation of the Dance Teaching Method;
    • obtain, maintain and comply with all necessary licences and consents and comply with all relevant legislation in relation to the provision to children of the Dance Teaching Method;
    • use Your best endeavours to protect and promote the goodwill in the Dance Teaching Method;
    • not transfer any rights granted under this licence to anyone else, or share any of the Products issued under this Licence with anyone else, or licence any other person to operate the Dance Teaching Method;
    • attach any marks or notices that We require to Your marketing materials relating to the Dance Teaching Method the Products and their packaging; and
    • give all notices required by law to the effect that You are operating the Dance Teaching Method under licence from Us.
    • only employ persons who have satisfactorily passed the appropriate Criminal Records Bureau (“CRB”) checks;
• Licence Fees
  • The granting of this Licence is conditional on You paying the Licence Fee in the amount set out on Page 1.
  • All fees due under this Licence are exclusive of VAT, which shall, where applicable, be paid by You at the prevailing rate. You shall be responsible for the payments due from you to third party suppliers of Products.
• Our Obligations
• Your Obligations
• Employees
• Insurance
• Intellectual Property
  • We warrant that We are not aware of any reason why We might not be entitled to license the Intellectual Property and why the use of the Intellectual Property by You in accordance with the terms of this Licence would constitute an infringement of any third party’s intellectual property.
  • You shall, at all times, comply with the terms and conditions of the grant of licence set out in clause 2.
  • You acknowledge that:
    • You do not have any right, title or interest in the Intellectual Property or any updates or improvements to it, except as specifically set out in this Licence; and
    • You will not gain any goodwill (or any other rights) in the Trade Marks.
  • If You learn of any threatened or actual infringement of the Intellectual Property, or of any circumstance which suggests that the use of the Intellectual Property may infringe the intellectual property of a third party, You shall immediately inform Us, and comply with our specific requirements regarding the conduct of any proceedings. You shall co-operate with Us in taking or defending such action.
  • You shall:
    • not apply for registration of any of the Intellectual Property (or any intellectual property that is confusingly similar to the Trade Marks), in any part of the world;
    • comply with all written requests by Us for the use of the ™, © and ® symbols in relation to the Intellectual Property;
    • not license (or purport to license) any other person to use any of the Intellectual Property;
    • not use the Intellectual Property other than as specifically permitted by this Licence;
    • not use any intellectual property that is confusingly similar to the Intellectual Property (in particular but not limited to the registration of a limited company similar to or including the Trade Marks);
    • not do anything that may adversely affect the Intellectual Property or Our right in or title to it; and
    • immediately stop using the Trade Marks, any advertising or promotional material or packaging including the Intellectual Property, on receipt of a written request by Us to do so.
• Confidentiality
  • You undertake that You shall not at any time, copy, use or disclose to any person any Confidential Information, except as permitted by this Licence.
  • You may disclose Confidential Information:
    • to Your employees, officers, representatives or advisers who need to know such information for the purposes of carrying out Your obligations under this Licence. You shall ensure that those employees, officers, representatives or advisers comply with this clause 9; and
    • as may be required by law, court order or any governmental or regulatory authority.
  • You shall not use the Confidential Information for any purpose other than to perform Your obligations under this Licence.
• Termination
  • We may terminate this Licence with immediate effect without prejudice to any of our rights or remedies, by giving written notice to You if:
    • You fail to pay any amount due under this Licence on the due date for payment and remain in default for more than 7 days; or
    • You bring Us or Our Dance Teaching Method into disrepute; or
    • You breach any of the terms of this Licence; or
    • You give Us any false or misleading information, or make any misrepresentation in connection with obtaining this Licence; or
    • persistent, valid complaints are made to Us about the quality of the Dance Teaching Method services provided by You and You, having received notice of such complaints, fail to improve such service to Our reasonable satisfaction;
    • evidence being brought to Our attention that You, Your Dance Teacher or any of Your employees are responsible for child cruelty or neglect (whether or not any prosecution is brought);
    • You, or Your Dance Teacher becomes a patient as defined by the Mental Health Act 1983; or
    • You, in Our reasonable opinion, does, or permits to be done, any act which might jeopardise or invalidate the registration of the Trade Marks or does any act which might assist, or give rise to, an application to remove the Trade Marks, or which might prejudice Our right or title to the Trade Marks; or
    • You purport to assign any of the rights or licences granted under this Licence other than in accordance with the terms of this Licence; or
    • You suspend, or threaten to suspend, payment of Your debts or is, or is deemed to be, insolvent, bankrupt, unable to pay its debts as they fall due for payment, or admits inability to pay Your debts; or
    • any event occurs, or proceedings are taken, in any jurisdiction to which You are subject that has an effect equivalent or similar to any of the events mentioned in clauses 10.1.10; or
    • there is a change of control of Your business ownership.
• Consequences Of Termination
  • Any termination or expiry of this Licence shall not affect any rights or liabilities that have accrued prior to such termination and all terms capable of being interpreted as remaining in force shall do so.
  • On termination or expiry of this Licence for any reason, You shall:
    • immediately pay Us the full amount of all sums due;
    • cease to operate the Dance Teaching Method and to trade under the Trade Marks, and not hold Yourself out as Our licensee or do anything that may indicate any relationship between us;
    • immediately stop using the Intellectual Property, including the Trade Marks and take all steps as We may reasonably require to ensure compliance with this clause 11;
    • return all Products or other materials bearing the Trade Marks;
• Restrictions
  • In order to protect Our Intellectual Property and Confidential Information You promise Us that You will not:
    • during the period of this Licence, or for twelve months after termination or expiry, be involved as agent, consultant, director, employee, owner, partner or shareholder with any business concern which is (or intends to be) in competition with Us in relation to the licensing of children’s dance teaching;
    • at any time after termination of this Licence, represent Yourself as being connected, in any way, with Us or the Dance Training Method.
  • None of the restrictions in clause 12.1 shall prevent You from being engaged or concerned generally in the provision of dance training and dance classes.
  • The restrictions imposed on You by this clause 12 apply to You acting:
    • directly or indirectly; and
    • on Your own behalf or on behalf of, or in conjunction with, any firm, company or person.
  • Each of the restrictions in this clause 12 is intended to be separate and severable. If any of the restrictions are held to be void, but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
• Indemnity
• Entire agreement
  • This Licence constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between us relating to the subject matter of this Licence.
  • Each party warrants to the other party that, in entering into this Licence, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence.
  • Each party agrees and undertakes to the other parties that the only rights and remedies available to it arising out of, or in connection with, a Representation shall be solely for breach of contract, in accordance with the provisions of this Licence.
  • Nothing in this clause 14 shall limit or exclude any liability for fraud.
• Assignment
  • This Licence is personal to You, and You may not, without Our prior written consent, assign, transfer, mortgage, charge, declare a trust of, sub-contract, delegate or deal in any other manner with this Licence or any of Your rights and obligations under it.
  • We may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of any other party’s obligations or any benefit arising under this Licence.
  • Each party to this Licence is acting on its own behalf and not for the benefit of another person.
• Third Party Rights
• No Partnership Or Agency
• Variation
• Waiver
• Governing Law And Jurisdiction
  • This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).

Confidential Information: any information which is disclosed to You by Us in relation to the Dance Teaching Method or the Products other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality)

Dance Teaching Method: the specialised activities for teaching young children dance as developed by Us; including but not limited to the distinctive format and method developed and implemented by Us using the Intellectual Property and Confidential Information

Your Dance Teacher: any person directly employed or appointed by You to operate and supply the Dance Teaching Method at your usual dance school premises. The Dance Teacher shall have the qualities and qualifications as may be reasonably designated by Us from time to time.

Intellectual Property: patents, rights to inventions, copyright and related rights, trademarks, trade names (including the Trade Marks) and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such 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 relating to the Dance Teaching Method and any Products

Products: the products set out on Page 1, and such other products as shall, from time to time, be added by Us

Trade Marks: the trademarks and service marks set out on Page 1

in relation to the Dance Teaching Method, strictly in accordance with the provisions of this Licence.

We shall provide:

You shall:

In relation to Your employees (which also includes self employed contracted persons) who are engaged by You in the provision of the Dance Teaching Method, You shall:

You shall take out and maintain appropriate insurance which We may, reasonably, specify.

You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us (whether occurring before or after the termination of this Licence) arising out of or in connection with the breach or negligent performance or non-performance by You of Your obligations under this Licence.

A person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between us, nor constitute any party the agent of the other party, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

No variation of this Licence shall be effective unless it is in writing and signed by Us.

No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall be deemed 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.