RDI (UK) Holdings Limited
PLEASE READ THESE LICENCE TERMS CAREFULLY
We RDI (UK) Holdings Limited (Company No 08010642) of Gorse Stacks House, George Street, Chester, CH1 3EQ (“the Licensor”) non–exclusively license you (“the Licensee”) to use:
· The registered trademark set out in Schedule 1 Part B;
· The products referred to in Schedule 2;
1.1 The Licensor hereby grants to the Licensee a non-exclusive Licence to use the trademark in their respective territory only, strictly in accordance with the terms and conditions set out in this agreement solely for the purpose of the participation by the Licensee in the Friendly Wi-Fi Scheme.
2. TITLE, GOODWILL AND REGISTRATIONS
2.1 The Licensee acknowledges that the Licensor is the exclusive owner of the trademark, licensed products and any associated Intellectual Property.
2.2 Any goodwill derived from the use by the Licensee of the trademark and any associated Intellectual Property shall accrue to the Licensor.
2.3 The Licensee shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the trademark or any associated Intellectual Property or the reputation or goodwill associated with the trademark and any associated Intellectual Property or the Licensor, or that may invalidate or jeopardise any registration of the trademark.
2.4 The Licensee shall not apply for, or obtain, registration of the trademark and/or any associated Intellectual Property for any goods or services in any country.
2.5 The Licensee shall not apply for, or obtain, registration of any trade or service mark in any country which consists of, or comprises, or is confusingly similar to, the trademark and/or any associated Intellectual Property.
2.6 The Licensor shall at its own expense take all reasonable steps to maintain any existing registrations of the trademark and prosecute to registration any pending applications and the Licensee shall provide, at the request and expense of the Licensor, all necessary assistance in such maintenance and prosecution. The Licensor shall provide to the Licensee on request copies of receipts of renewal fees.
3. LICENSOR’S WARRANTIES
3.1 The Licensor warrants that it is the exclusive owner of the registered trademark and associated Intellectual Property set out in Schedule 1, the Licensor further warrants that it has the right to grant a licence in respect of the same.
4. LICENCE FEE, CHARGES AND INVOICING
4.1 On the Effective Date and each subsequent Anniversary Date for the duration of the Licence, the Licence Fee shall be due.
4.2 On or before each date that the Licence Fee is due, the Licensee shall inform the Licensor of the current number of its Sites and sizes, whether or not this number has changed from the previous Anniversary Date.
4.3 Should the Licensee increase the number of its Sites and sizes at any time during the term of the Licence but between the dates that the Licence Fee falls due, the Licensee shall immediately inform the Licensor
4.4 The Licensee shall pay to the Licensor all Charges in accordance with the Licensor’s terms and conditions of purchase to be provided by the Licensor when acknowledging the Licensee’s purchase order form for Point of Sale Material. An invoice shall be raised by the Licensor in respect of the Charges and paid by the Licensee prior to any delivery of the Point of Sale Material to the Licensee.
4.5 For the avoidance of doubt, no part of the Licence Fee or any Charges shall be refundable by the Licensor upon termination of the Licence for any reason whatsoever in accordance with clause 9 below.
4.6 The Licensor shall endeavour to invoice the Licensee within 14 working days of the Effective Date and within 14 working days of each subsequent Anniversary Date.
4.7 Unless otherwise agreed to by the Parties in writing, the Licensee shall pay the full invoiced amount including any applicable taxes and/or charges within 30 days of the date of the relevant invoice, unless the terms of that specific invoice permits later payment or allows for prepayment with a discount.
5. CONDITIONS OF USE
5.1 The Licensee shall only be entitled to use the trademark and all associated Intellectual Property provided always that:
(a) it has in place and is using and maintains use of the Minimum Filter Requirements set out within Schedule 3 at all times; and
(b) it is a member of the Friendly Wi-Fi Scheme; and
(c) the Licensee uses the trademark and all associated Intellectual Property strictly in accordance with the terms of the Licence agreement.
5.2 The Licensee shall display the trademark in a position that is clearly visible to its Customers. This may be displayed in the form of signage or displayed electronically such as a WiFi landing page. Where used electronically, the mark must include a hyperlink to https://www.friendlywifi.com.
6. PROTECTION OF THE TRADEMARK AND ASSOCIATED INTELLECTUAL PROPERTY
6.1 The Licensee shall immediately notify the Licensor in writing giving full particulars if any of the following matters come to its attention:
(a) any actual, suspected or threatened infringement of the trademark or associated Intellectual Property;
(b) any actual or threatened claim that the trademark or associated Intellectual Property are invalid;
(c) any actual or threatened opposition to the trademark or associated Intellectual Property;
(d) any claim made or threatened that use of the trademark or associated Intellectual Property infringe the rights of any third party;
(e) any person applies for, or is granted, a registered trademark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to the Licensee under this agreement; or
(f) any other form of attack, charge or claim to which the trademark and/or associated Intellectual Property may be subject.
6.2 In respect of any of the matters listed in clause 6.1:
(a) the Licensor shall, in its absolute discretion, decide what action if any to take;
(b) the Licensor shall have exclusive control over, and conduct of, all claims and proceedings;
(c) the Licensee shall not make any admissions other than to the Licensor and shall provide the Licensor with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
(d) the Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
6.3 The provisions of section 30 of the Trade Marks Act 1994 (or equivalent legislation in any jurisdiction) are expressly excluded.
6.4 Nothing in this agreement shall constitute any representation or warranty that:
(a) any trademark is valid;
(b) any trademark (if an application) shall proceed to grant or, if granted, shall be valid; or
(c) the exercise by the Licensee of rights granted under this agreement will not infringe the rights of any person.
7. LIABILITY, INDEMNITY AND INSURANCE
7.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Licensee's exercise of the rights granted to it under this agreement including but not limited to the use by the Licensee of the trademark and associated Intellectual Property, the Licensed Products or participation in the Friendly Wi-Fi Scheme.
7.2 The Licensee shall indemnify the Licensor 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 reasonable professional costs and expenses suffered or incurred by the Licensor arising out of or in connection with:
(a) the Licensee's exercise of its rights granted under this agreement;
(b) the Licensee's breach or negligent performance or non-performance of this agreement, including any liability claim relating to of the use of the Mark and associated Intellectual Property, the Minimum Filter Levels, the Friendly Wi-Fi Membership, the Licensed Products, or participation in the Friendly Wi-Fi Scheme; or
(c) the enforcement of this agreement.
7.3 This indemnity shall apply whether or not the Licensor has been negligent or at fault.
7.4 If any third party makes a claim, or notifies an intention to make a claim, against the Licensor which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Licensor shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the Licensee, specifying the nature of the Claim in reasonable detail;
7.5 The Licensee shall, at its expense, carry comprehensive general liability insurance coverage of an amount adequate to support its liabilities under this agreement. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.
8. ASSIGNMENT AND OTHER DEALINGS
8.1 The Licensee shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Licensor.
8.2 The Licensor may at any time and without the consent of the Licensee assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights or obligations under this agreement.
8.3 The Licensor when assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which it is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 8.3 shall be made until notice of the identity of the proposed assignee has been given to the Licensee.
8.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
8.5 The Licensee shall on request from the Licensor execute any agreements or other instruments (including any supplement or amendment to this agreement) which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in clause 7.2.
9. DURATION AND TERMINATION
9.1 This agreement shall commence on the date upon which the licensee confirms their acceptance to the contents of this agreement and shall continue, unless terminated earlier in accordance with this clause 9, until the first Anniversary Date (Initial Term) and shall automatically renew for a period of a further 12 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term.
9.2 Either party may give written notice to the other party not later than 3 months before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
9.3 Without affecting any other right or remedy available to it, the Licensor may terminate this agreement with immediate effect by giving written notice to the Licensee if:
(a) the Licensee fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the Licensee commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
(c) the Licensee repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 (or equivalent legislation in any jurisdiction);
(e) the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Licensee;
(h) the holder of a qualifying floating charge over the assets of the Licensee (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Licensee or a receiver is appointed over the assets of the Licensee;
(j) a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3(d) to clause 9.3(j) (inclusive);
(l) the Licensee suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(m) there is a change of control of the Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010) (or equivalent legislation in any jurisdiction); or
(n) the Licensee challenges the validity of the trademark or associated Intellectual Property.
(o) any warranty given by the Licensee in this agreement is found to be untrue or misleading.
9.4 For the purposes of clause 9.3(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the Licensor would otherwise derive from:
(a) a substantial portion of this agreement; or
(b) any of the obligations set out in clauses 2, 5.1 and 10;
over the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
9.5 In the event of non-payment of the License Fee and Charges due in relation to the following Extended Term, this agreement shall expire automatically without notice.
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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (or being a party) of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.
11.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
12. ENTIRE AGREEMENT
12.1 This agreement and the documents referred to in it constitute the whole agreement between the parties, and supersede all previous agreements between the parties relating to its subject matter.
12.2 Each of the parties acknowledges and agrees that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether negligently or innocently made) other than as expressly set out in this agreement.
12.3 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.1 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
14.2 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart
16. THIRD PARTY RIGHTS
No person other than a party to this agreement shall have any rights to enforce any term of this agreement.
17. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
18. GOVERNING LAW AND JURISDICTION
18.1 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 law of England and Wales.
18.2 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).
SCHEDULE 1- TRADEMARK
Mark with Associated Intellectual Property
See Friendly WiFi symbol top left of page
Registered Trade Marks: Digital Friendly WiFi
Mark Registered? (Y/N) Y
Application or registration no: UK00003219129
Date of application or registration: 16.03.17
SCHEDULE 2- LICENSED PRODUCTS
Friendly Wi-Fi display materials in various forms and variations in accordance with the brand guidelines displayed on the Friendly WiFi website from time to time at , including but not limited to window stickers, electronically downloadable logos and table cards.
Details of Minimum Filter Requirements
The logo is to be displayed at venues of organisations who are licenced members of the Friendly Wi-Fi scheme to inform customers and the general public that the Wi-Fi service at the venue is ﬁltered to meet the two levels of protection as specified below:
1. The standard public Wi-Fi offering will automatically filter:
a) The IWF (Internet Watch Foundation) list and participate in the IWF Self Certification process.
The IWF URL List is a list of URLs (webpages) that depict indecent images of children, advertisements for or links to such content. The list typically contains 900 URLs at any one time, and can vary between 600 and 1500 URLs. It is updated twice a day to ensure all entries are live. The self-certification process verifies that the filtering system for blocking URLs included in the List has been tested regularly; or
b) The Project Arachnid URL list
Project Arachnid is an innovative tool designed by the Canadian Centre for Child Protection to reduce the public availability of child sexual abuse material. As part of this Project, an API is made available to industry to assist with preventing this type of material from entering their systems. The Project Arachnid URL list is a part of the larger API, and contains thousands of URLs at any given time.
2. The standard public Wi-Fi offering will also include filters to block pornography and will use generally recognised list providers to filter pornography
This will help prevent children and young people from accessing inappropriate pornographic material themselves, and should also limit accidental exposure to inappropriate material that nearby adults might be looking at in public.
RDI defines pornography as any content whose primary purpose is sexual arousal or stimulation. This content need not contain nudity. RDI may consider certain ‘glamour’ works to be pornographic.
Pornographic content will typically include:
• explicit images of real sexual activity (for example, masturbation, oral sex, penetration, ejaculation)
• sexual activity with graphic detail (for example, sight of genitalia or non-explicit images of masturbation, oral sex, penetration, ejaculation)
• sexual fetish material
• very strong references to sexual behaviour using strong pornographic terms
(Such content may not be regarded as pornography if its primary purpose is not sexual arousal or stimulation.)
RDI will not consider as pornography detailed breast and genital nudity within a sexualised context provided the images (i) form part of a genuine sex education work and (ii) are present only for the purpose of education.
Provided condition (ii) above is met, RDI will not consider as pornography any genuine sex education and advice.
IWF (Internet Watch Foundation)
Information about becoming a Member of the IWF is found on their website at:
Canadian Centre for Child Protection / Project Arachnid
Information about Project Arachnid and the Canadian Centre for Child Protection is found on the following websites: