Best Estate Agent Guide Brand Guidelines
Marketing Licence Agreement
The branches covered under this agreement are as follows:
[Branch name, location] [rating sales] [rating lets]
This Agreement sets out the benefits You’ll receive as a licensee, and the things You need to do in order to comply with the terms of the licence.
The fee payable by You under this Agreement is: £[FEE] +VAT
1 Some Definitions
To make it easier to read and understand this Agreement, We’ve defined some terms as having specific meanings as set out below:
“BEAG Marks” – means the trade marks to be used for all promotion, advertising and marketing of the Best Estate Agent Guide, as provided by Us to You at beagtoolkit.co.uk, together with any associated artwork, design, slogan, text and other collateral marketing signs belonging to or controlled by Us that are to be used in connection with the Best Estate Agent Guide, and including the Rightmove Marks only to the extent that they are incorporated into the BEAG Marks. Any reference in this Agreement to the BEAG Marks should be read as referring to each of them individually (including the Rightmove Marks), as well as all of them together,
“Best Estate Agent Guide” -means Our publication containing the details of the estate agency and lettings agency branches that, according to Our assessment criteria, are in the top 20% of all agents in the UK.
“Event” – means the EA Masters 2017 one-day conference, exhibition and dinner, scheduled to take place on 22nd September 2017 at the InterContinental Hotel, London (The O2).
“Licence Fee” – means the sum of £[FEE] + VAT.
“Licence Term” – means the period beginning at 00:01 on the date of the Event and ending at midnight on 23rd September 2018.
“Rating” – means the rating awarded to You by Us, as set out in Our written notification to You and in the Best Estate Agent Guide and announced at the Event.
“Rightmove Marks” – means the trade marks belonging to Rightmove, as provided by Us to You at beagtoolkit.co.uk together with any associated artwork, design, slogan, text and other collateral marketing signs belonging to or controlled by Rightmove and incorporated into the BEAG Marks.
“Property Academy” – means the trade marks belonging to Property Academy, as provided by Us to You at beagtoolkit.co.uk together with any associated artwork, design, slogan, text and other collateral marketing signs belonging to or controlled by Property Academy and incorporated into the BEAG Marks.
“Winners’ Toolkit” – means the BEAG Marks along with the corresponding marketing guidelines and brand specifications relating to Your Rating and licensed by You under this Agreement, as provided to You at the relevant websites or by other means as agreed by You and Us from time to time.
“Your Materials” – means Your current logo together with two promotional photographs for Your business, 375 x 240 pixels and 72 dpi and up to 600 words about Your business, together with Your current email address as they existed prior to You receiving Your Rating and as amended during the Licence Term (subject to the provisions of clause 3.1 below).
2 What will We do for You?
2.1 Upon Your signature of this Agreement and payment of the Fee, We will:
a) make available to You the Winners’ Toolkit for Your use in promoting Your business, in accordance with these terms and conditions; and
b) grant to You a non-exclusive licence to use the Winners’ Toolkit for the Licence Term only, subject to these terms and conditions.
c) permit You, during the Licence Term, to refer to Your Rating using the appropriate wording selected from that below, in Your choice of plain text font and style only (and not as an image, graphic or other device), and without the use of the BEAG Marks:
Highly rated/Excellent/Exceptional/Top 100/Best in for [category and branch] 2018 e.g. Highly rated sales and Exceptional Lettings for Exmouth branch in the Best Estate Agent Guide 2018 supported by Rightmove and Property Academy.
You may also refer to top 20% for [category and branch] (Highly Rated), top 10% for [category and branch] (Excellent) or top 5% for [category and branch] (Exceptional) e.g. Company name, Exmouth branch has been rated in the Best Estate Agent Guide 2018 as being in the top 20% of agents for sales and top 5% for lettings.
2.2 We warrant that We are the owners or licensees of the BEAG Marks, and that We are entitled to grant this licence to You.
2.3 We will use Your Materials solely:
a) to ensure Your templates incorporate Your brand; and
b) to upgrade Your listing on the BEAG website; and
c) to set You up with a username and password to access the Winners’ Toolkit.
2.4 We will use Our reasonable endeavours to upgrade Your listing and to create Your username and password for the Winners’ Toolkit within 21 days of receiving Your Materials.
3 What must You do (and not do!) when using the Winners’ Toolkit?
3.1 You will provide Us with Your Materials within 14 days of signing this agreement.
3.2 You agree that any and all use You make of the BEAG Marks shall be in accordance with the guidelines below:
a) Your use of the BEAG Marks must be truthful, fair and not misleading;
b) You must always use the proper spelling of the BEAG Marks as shown in the Winners’ Toolkit and as outlined below;
c) You may not alter the BEAG Marks in any way without Our prior written consent;
d) You may not use any artwork in connection with Your Rating other than Your Marks and the artworks supplied in the Winner’s Toolkit;
e) You may not create or use, or request any third party acting on Your behalf to create or use any, advertising or other promotional media in which the BEAG Marks take up more than 25% of any design piece or display area (when used in print or online media or television advertising) or audio content (when used in radio advertising), without Our prior written consent;
f) You may not adapt, modify or amend the BEAG Marks in any way, and will only use them in accordance with the specific size, colour and other guidelines set out in the Winners’ Toolkit;
g) You may not make puns out of the BEAG Marks or portray them negatively;
h) You may not incorporate the BEAG Marks into Your own product names, service names, trade marks, logos, or company names;
i) You must not adopt marks or logos that are confusingly similar to the BEAG Marks or any part of them;
j) You may not use the BEAG Marks on or in connection with any product or service that is not the subject of the Rating; and
k) You may not use the BEAG Marks to promote any brand or branch location other than the one which is the subject of the Rating.
3.3 You acknowledge that neither We nor Rightmove endorse or are affiliated with any of Your products or services save solely as and to the extent that is reflected in the Rating, and You shall make no claims or implications that any affiliation or endorsement exists beyond that expressly set out in the Rating.
3.4 You acknowledge that should You order print, data or html design services via the marketing toolkit, You are entering into a new agreement with Ravensworth for that service and We are not liable for issues including but not restricted to the late delivery or quality of those products or services. You acknowledge that You will contact Ravenworth directly to discuss issues in regard to those products and services.
4 Payment & Taxes
4.1 An invoice for the full amount of the Licence Fee is enclosed along with this Agreement.
4.2 You shall pay Our valid invoices within seven (7) days of the date on the invoice.
4.3 You shall be liable for any national, European Union, value added, sales, excise, state, local, withholding or other taxes or customs duties applicable.
4.4 If payment is overdue, then unless You have notified us in writing that such payment is in dispute within ten (10) days of Us sending the corresponding invoice, We may treat such as a material breach and terminate this Agreement.
5 Limitation of Liability
5.1 Nothing in this Agreement shall exclude or limit either party’s liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of that party’s employees in connection with the performance of their duties hereunder or by defects in any materials supplied pursuant to this Agreement, (iii) breach of the other party’s intellectual property rights, or (iv) any other liability that cannot be excluded by law.
5.2 In no event will We be liable for any damages resulting from (a) lost profits, (b) loss of revenue, (c) loss of goodwill, (d) loss of reputation or (d) any indirect or consequential loss. Such liability is excluded whether such damages were reasonably foreseeable or actually foreseen.
5.3 Except as provided above in clause 5.1, Our maximum aggregate liability to You for any cause whatsoever (whether in the form of a refund, the additional cost of remedial services, or otherwise) will be for direct costs and damages only, and will be limited to a sum equivalent to the Licence Fee.
5.4 We hereby exclude, to the fullest extent permitted by law, all liability that We have not expressly accepted in this Agreement.
6 Duration & Termination.
6.1 This Agreement shall become effective on the date on which the last of You or We sign it, below, and shall continue for the Licence Term unless and until terminated earlier in accordance with the provisions of clause 6.2.
6.2 Either party (“the Initiating Party”) may terminate this Agreement at any time immediately upon giving written notice to the other party:
a) if the other party commits any material breach of any term of the Agreement and in the case of a breach which is reasonably capable of remedy fails to remedy that breach to the reasonable satisfaction of the Initiating Party within thirty (30) days of a written request to remedy the same; or
b) if the other party has had appointed an administrator, receiver and manager, or administrative receiver, or has itself appointed an administrator, or if any substantially similar event shall take place.
c) If it is brought to Our attention that complaints made against You to compliance organisations, including but not limited to the Property Ombudsman and Trading Standards, are upheld.
6.3 Upon expiry or termination of this Agreement, You must immediately cease all use of the BEAG Marks and the Winners’ Toolkit, and You must, within five (5) days after such expiry or termination, ensure that all BEAG Marks are removed from Your website and other promotional material.
6.4 If You, having been successful in achieving a Rating and purchasing this licence, succeed in achieving a Rating for the next year too, and purchase a licence to use the BEAG Marks for that year, then You will be permitted, for the duration of the subsequent Licence Term, to refer to Your Rating using the appropriate wording selected from that below, in Your choice of plain text font and style only (and not as an image, graphic or other device), and without the use of the BEAG Marks:
Highly rated/Excellent/Exceptional/Top 100/Best in (category) 2018 e.g. Highly rated sales and Top 100 Lettings in the Best Estate Agent Guide 2018 supported by Property Academy and Rightmove.
6.5 The expiry of this Agreement or its termination for whatever reasons shall be without prejudice to any other rights or remedies a party may be entitled to under law and shall not affect the respective rights and liabilities of either of the parties accrued prior to such termination.
7 Intellectual Property
7.1 We are the owners or licensees of the intellectual property rights in the BEAG Marks. Title to the BEAG Marks, shall remain vested in Us or Our licensors. Any rights not expressly granted herein are reserved to Us.
7.2 If any third party brings a claim against You alleging that Your use of materials made available to You by Us infringes that third party’s intellectual property rights in the United Kingdom (“Intellectual Property Claim”), We shall defend that claim at Our own expense and shall pay all damages awarded or agreed to be paid to the third party in settlement of an Intellectual Property Claim provided that You:
a) promptly furnish Us with written notice of the Intellectual Property Claim upon becoming aware of the same;
b) make no admissions or settlements without Our prior written consent;
c) act in accordance with Our reasonable instructions and provide Us with reasonable assistance in respect of the Intellectual Property Claim; and
d) give to Us the sole authority to defend or settle the Intellectual Property Claim.
7.3 We shall reimburse Your reasonable costs incurred in complying with these provisions.
7.4 If in Our reasonable opinion, materials We have made available to You are or may become part of an Intellectual Property Claim, then We shall either:
a) obtain for You the right to continue using such materials which are the subject of the Intellectual Property Claim; or
b) replace or modify the materials which are the subject of the Intellectual Property Claim so they become non-infringing; or
c) if such remedies above are not in Our opinion reasonably available, then You shall return and cease using the materials which are or may become the subject of the Intellectual Property Claim.
7.5 We shall have no liability for any Intellectual Property Claim resulting from the combination of the BEAG Marks or the Winners’ Toolkit with other products that were neither supplied nor combined with them by Us, or if the same results from any breach of Your obligations under this Agreement.
7.6 This section 7 states Our entire obligation and liability in respect of any infringement or alleged infringement of any intellectual property rights arising from Your acquisition, possession or use of the BEAG Marks and the Winners’ Toolkit. All other obligations and liabilities in relation to infringement or alleged infringement of the intellectual property rights of any person are hereby excluded to the fullest extent permitted by law.
You may not assign this Agreement or otherwise transfer any rights or obligations under it except with Our prior written consent.
9.1 The following clauses shall continue to be in effect after the termination or expiration of this Agreement: 1, 6.4, 4, 5, 6.3, 6.5, 7, 9 and 11 to 14 (inclusive).
10 Force Majeure
Neither party is responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder. Dates or times by which each party is required to render performance under this Agreement shall be postponed automatically to the extent that the party is delayed or prevented from meeting them by such causes.
All notices made pursuant to this Agreement must be made in writing. Any written notice to be given or made pursuant to the provisions of this Agreement shall be sent postage prepaid by registered or recorded mail or reputable courier service, addressed to the other party’s address stated above, or by email to: firstname.lastname@example.org (for Your notices to Us) or [YOUR EMAIL ADDRESS] (for Our notices to You), and shall be marked for the attention of the directors. Unless otherwise provided in this Agreement, all notices shall be deemed as given on the day of their receipt by the receiving party.
12 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and shall supersede all previous representations, agreements and other communications between the parties, both oral and written. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any order or purchase order submitted by You.
13 Law & Jurisdiction
13.1 In the event of any dispute arising under this Agreement the parties will attempt to settle it by mediation. The mediator shall be selected from the Ministry of Justice Civil Mediation Directory, subject to the agreement of both parties. Save in respect of late or non-payment of undisputed invoices, no party may commence court proceedings in respect of any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the parties have been unable to agree on a mediator or the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. Unless agreed otherwise the mediator’s costs and expenses shall be shared equally between the parties.
13.2 Subject to clause 13.1, each party hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any disputes arising out of or relating to this Agreement and that the laws of England shall govern this Agreement.
13.3 Nothing in this agreement shall limit either party’s right to seek injunctive relief.
If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions shall not be affected thereby, and that the remainder of this Agreement shall remain valid and enforceable. No waiver by either party of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto. No single or partial exercise of any power or right by either party shall preclude any other or further exercise thereof. This Agreement may not be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment executed by duly authorised representatives of Us and You. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement except as expressly set out herein, but this does not affect any right or remedy that such third party may have without reference to the Contracts (Rights of Third Parties) Act 1999.
15 Confirming Your and Our Agreement
Please confirm Your agreement to the terms and conditions set out above, by signing and dating both copies of this Agreement, and returning one to Us at Estate Agency Events, The Oriel, Sydenham Road, Guildford, Surrey, GU1 3SR. We look forward to Your involvement in our 2017 event and thank You for Your continuing support.