Terms of Licence

General

1.1 This licence forms part of the TERMS AND CONDITIONS OF MEMBERSHIP OF INCLUSIVE EMPLOYERS (“Membership Agreement”) and failure to meet the terms of this license (including, without exception, the Requirements for Use of the Marks) by the Member constitutes a material breach of the Membership Agreement. The definitions in the Membership Agreement apply to this licence.

1.2 IEL hereby grants a perpetual, worldwide, royalty-free licence to the Member for internal business use only to use all guidelines, templates and other materials made available to Members on the IE Website by virtue of their Membership of IE (the “IP”) with the exception of the registered trademarks of IEL and other designated material (together, “the Marks”).

1.3 Members may not transfer, sub-licence or otherwise make available the IP to any third party (including affiliates of the Member) without IEL’s prior written consent.

1.4 IEL grants a revocable, royalty-free licence to the Member to use the Marks for internal business processes only and in accordance with the Requirements of Use only for the Membership Period. At the end of the Membership Period, for whatsoever reason including without limitation, non-payment of invoices, this licence is revoked. Members may not transfer, sub-licence or otherwise make available the Marks to any third party (including affiliates of the Member) under any circumstances.

1.5 Except as provided in clause 1.2 the Member shall have no rights in respect of the Marks or of the goodwill associated with them and the Member hereby acknowledges that, except as expressly provided in this licence agreement, it shall not acquire any rights in the Marks and that all such rights and goodwill are, and shall remain, vested in IEL. The Member agrees that all goodwill associated with or arising from the Member’s use of the Marks shall vest in IEL.

The Marks

The Marks comprise: (i) the IEL logo; (ii) the IEL badge of membership; iii) the phrase “Committed to being an Inclusive Employer”; and (iii) such other marks as IEL may specify from time to time.

Requirements of Use of the Marks

3.1 The Marks may only be used by current paid-up Members.

3.2 No claims to ownership of the Marks must be made by the Member.

3.3 Up-to-date versions of the Marks must be used as notified by IEL from time to time.

3.4 The Marks may only be used on corporate literature and communications of a high standard such as letterhead, signs, internal and external communications, email footers and marketing materials of the Member. The Member will remove the Marks from any material if reasonably requested by IEL (for example because IEL suspects that the Member’s use of the Marks is likely to bring the Marks or IE into disrepute).

3.5 The Marks may not be used in such a manner as to imply, expressly or otherwise, any endorsement of a product or service provided by a Member.

3.6 The size, colour and presentation of the Marks must be in accordance with the guidelines given at the point of download by IEL on the IE Website as changed by IEL from time to time. In particular (but without limitation) each use of the Marks will be accompanied by an acknowledgement in a form specified by IEL from time to time, that the same is a trade mark (or registered trade mark, as appropriate) of IEL.

3.7 The Member shall not:

3.7.1 use any of the Marks in any way which might prejudice their distinctiveness, validity or IEL’s right or title to any registration of them;

3.7.2 use any of the Marks in or as part of its corporate or trading name or in conjunction with any other mark; or

3.7.3 use any trade marks or trade names so resembling any of the Marks as to be likely to cause confusion or deception.