THIS AGREEMENT is made on date of payment as deemed by clicking Terms and Conditions at the checkout.
(1) Postagrid Limited, a company registered in England and Wales under number 13292672, whose registered office is at 11 Haselbeech Close, Liverpool, L11 3AU (the “Company”); and
(2) [customer name], a company registered in [country] under company number [number], with registered office at [address] (the “Customer”),
(together, the “parties”).
(1) The Company owns the intellectual property rights in the Works, defined below.
(2) The Customer wishes to use the Works in the Project, defined below.
(3) The Company wishes to grant a licence to the Customer to use the intellectual property rights in the Works in accordance with the terms and conditions of this Agreement.
IT IS AGREED as follows:
- Definitions and Interpretation
- In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
|means the date of this Agreement;
|means the copyright and any and all other intellectual property rights subsisting in the Works;
|means using the Works for the Customer’s own Instagram accounts;
|means the duration of this Agreement as set out in clause 7; and
|means all content, materials, documentation, courses, content, processes, and procedures owned by the Company in relation to its Postagrid training and associated method, and any and all associated courses, products, and services.
- Grant of Rights
- The Company provides the Works to the Customer for use with up to three Instagram accounts belonging to and managed by them.
- The Company hereby grants to the Customer a non-exclusive, non-transferable, royalty-free, worldwide licence (the “Licence”) for the Term to use the Licensed Rights and the Works solely for the Purpose.
- Scope of Licence
- The Customer may not:
- use the Licensed Rights or the Works for any purposes other than those which are directly related to the Purpose;
- use any part of the Works that is not covered by the Licence or that falls outside of the definition of the Works; or
- use any rights subsisting in the Works that do not form part of the Licensed Rights.
- The Customer shall not be permitted to assign or transfer the benefit of the Licence or any part of it to a third party without the prior written consent of the Company, provided that the Customer may use the Works for the purposes of their customers’ Instagram accounts without being in breach of this clause 3.2.
- The Customer does not obtain any rights of ownership or any other intellectual property rights in the Works by virtue of this Agreement. The Additional Directors each hereby agree to the terms of this clause 3.3.
- The Customer may not:
- On the Effective Date, the Customer shall pay to the Company a licence fee as detailed in the Schedule, in consideration for the Licence under this Agreement. The parties agree that this is adequate consideration for the Licence.
- Such licence fee shall be payable in respect of the Licences detailed in the Schedule only. In the event that the Customer requires additional Licences, the additional applicable fees as specified in the Schedule shall apply.
- In the event that the Customer uses the Works outside the scope of the Licence it has paid for, the Company reserves the right to immediately revoke the Licence and seek compensatory damages and equitable remedies, including injunctive relief.
- The Customer agrees to keep the terms of this Agreement, the content of the Works and the Licensed Rights and any and all information provided by the Company regarding the Company’s business, Customers and processes and procedures confidential, and to only use such information and material for the Project.
- The Additional Directors each hereby agree to the terms of this clause 5.2.
- This clause 5 shall survive termination of this Agreement.
The Customer shall indemnify and hold harmless the Company against any claim, loss, damage, proceedings, settlement, costs, or expenses howsoever arising, directly or indirectly, as a result of any breach or non-performance by the Customer of any of its obligations, undertakings or warranties as set out in this Agreement.
- Term and Termination
- This Agreement shall come into force on the Effective Date and shall continue in force on an ongoing basis (the “Term”) unless otherwise terminated in accordance with this clause 7, or by providing the other party with 30 days’ written notice.
- Either party has the right to terminate this Agreement immediately by written notice if the other:
- has committed a material breach of this Agreement, unless such breach is capable of remedy in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 7 days after a written notice to do so;
- has an encumbrancer take possession, or (being a company) has a receiver appointed of any of its assets or property;
- holds a meeting of its creditors or proposes, enters into any arrangement, moratorium, or composition with or for the benefit of the same (including any voluntary arrangement as defined by the Insolvency Act 1986) or, (being a company), becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- has (being an individual or firm) a bankruptcy order made against it or (being a company) goes into liquidation (except for the purposes of amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that party under this Agreement); or
- ceases, or threatens to cease, to carry on business.
- Post Termination
Termination shall not revoke the Licence, unless the Customer is in breach of clause 6 of this Agreement.
- Non-Assignment of Agreement
Neither party shall not assign, transfer or novate the benefit and/or burden of this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.
- The Company’s liability shall be limited to the total fees payable under this Agreement. Under no circumstances shall the Company be liable for any indirect, special or consequential loss arising hereunder.
- Nothing in this clause 10 shall exclude or limit liability for death or personal injury caused by negligence.
- The Customer understands and acknowledges that the operation and functioning of social media platforms are not within the control of the Company. In the event that a social media platform is no longer in service or is operationally changed, this shall not be the responsibility of the Company.
All notices under this Agreement shall be in writing and be deemed duly given if sent by email and shall be addressed to the most recent e-mail address of the other party. A notice is deemed delivered at the time of transmission. This shall not apply to the service of legal proceedings.
- Force Majeure
Neither party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
- No Waiver
The parties agree that no failure by either party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The parties agree that in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
- Law and Jurisdiction
- This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
- Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.
The parties agree to the terms of this Agreement on the date first mentioned.
Colette Stevenson, Director
for and on behalf of Postagrid Limited
for and on behalf of [Customer]
SCHEDULE – LICENCES AND FEES
The Customer shall be provided with one Licence for up to three accounts owned by the Client, at a fee of £1497 (plus VAT, where applicable), payable upon signing of this Agreement. The Company shall not make the Licence available to the Customer until such payment has been made.
In the event that the Customer wishes to make use of additional Licences, the following fees shall apply:
|Up to 2 additional Licences
|£250 per licence
|More than 5 licences in total