Terms of Use

Permission to use registered trade mark ECLIPSE and other Media owned by Shelfspan Limited

In this letter Shelfspan Limited (we/us/our) authorise [NAME OF GRANTEE] (you) to use the registered trade mark shown in Annex A (Mark) and any other images, drawings, assembly instructions or forms of media support for marketing activities including (but not limited) to: catalogues, electronic catalogues, data sheets, website, social media platforms belonging to us (“Media”) on the following terms.

1. We as the registered proprietor of the Mark and the owner of goodwill in the Mark, grant you limited, non-transferable, revocable permission to use the Mark (and Media) solely:
   • as shown in Annex A without modification, including any trade mark notices shown there;
   • until this permission is revoked by us;
   • for the purposes of promoting / selling products purchased directly from us only; and
   • subject to all the limitations and restrictions we may impose on you from time to time.
2. Your right to use the Mark and Media is limited to the form and manner of use described in paragraph 1. No other use of the Mark and/or Media is permitted under this agreement.
3. You shall obtain our prior written approval of all items and materials that incorporate or bear the Mark and/or use of our Media.
4. You shall not place or depict the Mark and/or Media in any manner or in any materials that would tend to denigrate, disparage, tarnish, dilute, misrepresent or otherwise adversely affect or take advantage of the Mark or Media or its reputation, or our respective products or services.
5. We may revoke this permission at any time with immediate effect by written notice to you by email to [email address]. Revocation will apply to all future use of the Mark and Media but will not require you to delete or remove the Mark from any tangible materials, as long as the placement and representation of the Mark comply with the terms of this letter.
6. You acknowledge that we own and will retain all rights, title and interest in and to the Mark and Media.
7. You acknowledge that neither we nor any other person has made or makes any representation or warranty of any kind in relation to the Mark and Media.
8. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of the terms of this letter and any use you make of the Mark.
9. You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this agreement. We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and obligations under this agreement.
10. This agreement constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
11. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
13. You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.