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Definite Article Media Limited (DAM) a company registered in England and Wales under company number 10956503, and with its registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom, EC1A 2BN and VAT number GB 283326400;
TERMS & CONDITIONS – LOGO SYNDICATION
This Syndication Agreement is a legal agreement between you and DAM.
This Agreement is used to set the terms and conditions of services we provide to you. These services include making available to you catalogue materials licensed by DAM for distribution and use by you in accordance with this Agreement.
“Brands” means trademarks, service marks, logos and other distinctive brand features;
“we” and “us” refers to DAM and (as the context requires) any of its third party suppliers; and “you“, “Client” refers to the person or company utilising the Product.
Applicable “Brands”;
- Awards logos:
- Finalist
- Winner
- Highly Commended
- Provider Service Ratings:
- Provider Service Rating 4-Star
- Provider Service Rating 5-Star
- Funds Europe and associated brands:
- Top 200
- Top 50
- Top Fund Manager
- Top 50 European AUM
- Trillion Euro Club
1. License
a. Subject to the constraints below, upon receipt by you of an authorisation notice or similar communication from us, we grant you a personal, non-transferable and non- exclusive right and license to use the Brands as follows:
b. Place and Manner of Use. You may use and display the Brands on your intranet/internet/extranet website or in printed material, including catalogs, marketing literature and brochures.
c. Distribution. You may distribute the Brands to your customers (which for this purpose may not include resellers or distributors). Further distribution of Brands by you or your customers or others is prohibited. ”Distribution” includes posting and uploading of Brands.
d. Copying. You may copy the Brands solely to the extent necessary to accomplish the above permitted distribution or for archiving and backup (non- production) purposes.
e. Modification. In connection with the use authorised above, you may resize, and reformat the Brands in order to meet the size and technical limitations of the place and manner of use you make of the Brands, and in connection therewith may present the full Brands or subsets of the Brands as you require, but you may not otherwise modify the Brands. You may not post or otherwise display any statement, image or material which misleads or deceives customers or the public or is detrimental to the good name, trademarks, goodwill or reputation of DAM or products.
f. Updates. In order to maintain high-quality and current Brands for end users, you must update the Brands displayed and distributed by you hereunder to accurately reflect any changes provided to you by us within two weeks of receipt of such updates.
g. Brands. You may display the Brands of a Supplier in connection with your authorised use of the Supplier’s Brands which contains or relates to the Brand. All use, reproduction and/or display of Brands are in accordance with reasonable trademark guidelines and restrictions specified by us (or the Supplier of such Brands) from time to time.
2. Payment
a. Upon signature we will issue an invoice for the full amount.
b. Payment will be made by bank transfer in which case we will issue an invoice for the full amount due (the “Total Price”) immediately upon receipt of the Booking Form; or by any other method accepted by us (including credit card or debit card) in which case the Total Price shall be payable as set out below and each invoice issued shall be payable.
c. Payment terms are 30 days from the date the invoice is issued.
d. If the package is booked online via the Event website, this Terms and Conditions apply.
e. If the agreed terms of payment on the Booking Form differ from those set out in this Terms and Conditions, the terms of payment on the Booking Form take precedence.
f. Without limiting any of our other rights or remedies, if any payment is overdue, we reserve the right to (in its sole discretion) suspend performance in respect of the Agreement.
g. You will not be allowed to exercise the License rights if any payment is outstanding.
h. A 12.5% administration charge together with any applicable VAT of the value of the booking will be liable for unpaid invoices of 90 days and over. A separate invoice with the additional administration together with any applicable VAT charge will be issued. Payment for the administration charge together with any applicable VAT is expected within 5 working days of issuing the invoice.
3. Disclaimer
a. Limitation of Liability.
i. We make no warranty as to the results to be obtained from your use of the Brands. The Brands is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose. You assume full responsibility and risk for use of the Brands.
ii. To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall we be liable to you or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance or consequential damages, even if we shall have been informed of the possibility of such damages, or for any claim by any other party. If notwithstanding the foregoing, we are found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), our liability to you will be limited to the greater of £1,000 or the amount you paid for the Brands. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.
iii. Indemnity. You agree to indemnify and hold us, and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your violation of the terms of this Agreement; or your use of the Brands, except solely when such liability occurs principally because of our negligence or willful misconduct.
4. Amendment and Termination.
a. We may immediately terminate your use of the Brands if you violate this Agreement. We may do with or without prior notice. We will not be liable to you or any third-party for any of these actions.
5. General Information.
a. The Agreement is the entire agreement between you and us and controls your use of the Brands, superseding any prior agreements between you and us (including, but not limited to, any prior versions of this Agreement) relating to the use of the Brands by you; provided, this Agreement does not supersede any executed agreement between you and us which (whether executed before or after acceptance of this Agreement) specifically designates this Agreement as being overridden by such executed agreement.
6. Variation
a. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
7. Waiver
a. No failure or delay by a Party to exercise any right or remedy provided under this Agreement 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.
8. Rights and remedies
a. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
9. Severance
a. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
b. 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 26 shall not affect the validity and enforceability of the rest of this Agreement.
c. If any provision or part-provision of this Agreement 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
a. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
11. Anti-Bribery
a. The Client shall:
i. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
ii. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
iii. comply with the Organiser’s anti-bribery and anti-corruption policies (available to the Client on request) and the Organiser may update them from time to time (“Relevant Policies”);
iv. promptly report to the Organiser any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this Agreement;
v. ensure that all persons associated with the Client or other persons who are performing services in connection with this Agreement comply with this clause 12.1; and
vi. within 2 months of the date of this Agreement, and annually thereafter, certify to the Organiser in writing, its compliance with this clause 12.1. The Client shall provide such supporting evidence of compliance as the Organiser may reasonably request.
vii. Failure to comply with clause 12.1 may result in the immediate termination of this Agreement.
12. Governing law
a. This Agreement 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 English law.
13. Jurisdiction
a. 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).