General Terms & Conditions of Mitigo's Licence
1. LICENCE
1.1 Subject to the Client’s compliance with the terms and conditions of this Licence Agreement, Mitigo grants the Client, free of charge, a revocable non-exclusive non-transferable licence to use the Mark in the United Kingdom solely for the purposes of indicating that it is a current service client of Mitigo.
1.2 The Mark may only be used in relation to the business activities and the IT systems for which Mitigo is providing cybersecurity services under the terms of the Client Agreement.
1.3 The Client shall not grant sub-licences under this Licence Agreement.
2. USE OF THE MARK
2.1 The Client may use and display the Mark on the Client’s stationary, marketing materials, website, exhibition stands, quotations for work, and in the Client’s premises. No other right, title or licence is granted under this Licence Agreement.
2.2 The Client shall use the Mark strictly in accordance with Mitigo’s Mark Rules which prescribe the permitted form and manner in which the Mark may be used, as in force from time to time (the “Mark Rules”), the current version of which is attached as Schedule 2 to this Licence Agreement. Mitigo will notify the Client of any update to Mitigo’s Mark Rules and the Client shall comply with the updated Mark Rules within 30 days of receiving notice of such update.
2.3 The Client must not use or display the Mark in any way which may be misleading or which indicates or represents proof or certification:
2.3.1 that the client is cybersecure or meeting any particular cybersecurity standard;
2.3.2 has adequate cyber risk management in place; or
2.3.3 is complying with any legal or professional regulatory obligations.
2.4 The Client acknowledges all of the terms and conditions of the Client Agreement, and that the Client at all times remains fully responsible for the Client’s IT system and the Client’s digital infrastructure generally. The Client further acknowledges that whilst Mitigo can provide advice and guidance to the Client on matters relating to cybersecurity and cyber risk management, at all times it remains the Client’s responsibility to implement any such advice and guidance.
2.5 The Client shall not do, or omit to do, or permit to be done, any act which will or may weaken, damage or be detrimental to the Mark or reputation or goodwill associated with the Mark or Mitigo.
2.6 If the Client uses the Mark on the Client’s website, then the Client may, with Mitigo’s prior permission, hyperlink the Mark to Mitigo’s website located at www.mitigogroup.com, or at such other domain which Mitigo may notify to the Client from time to time.
3. OWNERSHIP OF THE MITIGO MARK
3.1 The Client acknowledges that Mitigo or its licensor is the owner of all trade mark and copyright rights in the Mark. Save as expressly set out in this Licence Agreement, the Client shall not have any rights in respect of the Mark, its intellectual property or any goodwill associated with it. Any goodwill derived from the use by the Client of the Mark shall accrue to Mitigo.
3.2 The Client shall not adopt or use any trade mark, symbol as device which incorporates or is confusingly similar to, or is a simulation or colourable illustration of, the Mark or unfairly competes with the Mark.
3.3 The Client 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 Mark.
3.4 The Client shall not contract with internet search engine providers in respect of the use of any “keyword” or “AdWord” (or similar) which features or incorporates the words “Mitigo” or “Mitigo cybersecurity” (or anything confusingly similar to any of these words) at any time (whether during or after termination of the Licence Agreement).
3.5 The Client shall have no right to bring any proceedings against any third party in respect of any actual, threatened or suspected infringement of the Mark.
4. LIABILITY AND INDEMNITY
4.1 To the fullest extent permitted by law, Mitigo shall not be liable to the Client for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Client’s exercise of the rights granted to it under this Licence Agreement.
4.2 If, arising out of the use by the Client of the Mark or the engagement between Mitigo and the Client, a third party makes a claim of any nature against Mitigo or Mitigo is joined in proceedings, the Client agrees to indemnify and keep fully and effectively indemnified Mitigo from and against any and all losses, cost, claims, damages and expenses (including reasonable legal costs and expenses) (“Losses”) which Mitigo may suffer or incur in connection with any such claim or proceedings. The obligation for the Client to indemnify Mitigo pursuant to this clause shall not apply if and to the extent that any Losses are directly attributable to any fraudulent or any negligent act or omission of Mitigo.
4.3 Nothing in this Licence Agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.
5. TERMINATION
5.1 Mitigo may terminate this Licence Agreement (without any obligation to provide any reason) with immediate affect by notice in writing to the Client.
5.2 This Licence Agreement shall terminate automatically in the following circumstances:
5.2.1 in the event of the termination for any reason of the Client Agreement;
5.2.2 if the Client fails to pay any fees payable to Mitigo whether under the terms of the Client Agreement or otherwise;
5.2.3 if the Client commits a breach of this Licence Agreement;
5.2.4 if the Client has a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (otherwise than for the purpose of bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect or if the Client becomes subject to an administration order or enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business; or if any petition in bankruptcy shall be presented against the Client; or if the Client suffers any analogous proceedings in any foreign jurisdiction;
5.2.5 if the Client disputes or challenges the validity of or the rights of Mitigo to the Mark.
6. CONSEQUENCES OF TERMINATION
6.1 On expiry or termination of this Licence Agreement for any reason the licence granted pursuant to this Licence Agreement shall terminate and the Client shall cease all use of the Mark.
6.2 Within seven (7) days following the date of expiry or termination of this Licence Agreement for any reason, the Client shall delete or remove the Mark from, or (if such deletion or removal is not reasonably practicable) destroy, all materials on or into which the Mark is used or incorporated which are owned by, or in the possession or control of, the Client.
6.3 The expiry or termination of this Licence Agreement for any reason shall not affect any provision of this Licence Agreement which is expressed to survive or operate in the event of expiry or termination and to any rights of either party which may have accrued by, at or up to the date of such expiry or termination.
7. ASSIGNMENT
7.1 The Client shall not without the prior written consent of Mitigo assign, transfer, mortgage, charge or deal in any other manner with any of its rights or obligations under this Licence Agreement.
7.2 Mitigo may at any time and without the Client’s consent assign, transfer, sub-contract, mortgage, charge or deal in any other manner with any or all of its rights or obligations under this Licence Agreement.
7.3 The Client shall on request from Mitigo execute any agreement or other instrument (including any supplement or amendment to this Licence Agreement or any novation agreement in relation to this Licence 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.
8. GENERAL
8.1 This Licence Agreement together with Client Agreement, shall constitute the entire agreement between the Client and Mitigo in connection with the Mark.
8.2 The Client acknowledges and agrees that, in entering into this Licence 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 Licence Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
8.3 Nothing in this Licence Agreement shall confer or purport to confer on any other third party any benefit or any right to enforce any term of this Licence Agreement.
8.4 No variation of this Licence Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
8.5 If any court or competent authority finds that any provision of this Licence 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 Licence Agreement shall not be affected.
8.6 Any notice required to be given to a party under this Licence Agreement may be sent by pre-paid first class post or other next working day delivery service or sent by email to its addresses specified in this Licence Agreement (or such other addresses as may have been notified to the other). Any notice sent by post shall be deemed to have been received at 9am on the second working day after posting and if sent by email, at the time of transmission.
8.7 This Licence Agreement is governed by English law and any matter arising under this Licence Agreement is subject to the exclusive jurisdiction of the English courts.
