ADI Terms & Conditions
IT IS AGREED as follows:
In this Agreement the following terms have the following meanings:
The agreement of today’s date made between Patrick Hamill (The Company) and the Driving Instructor setting out the nature of their relationship in relation to the Driving Instructor under licence at a cost of £0 for the first two years. Thereafter the Driving Instructor has with right to terminate during or at the end of the Term at no charge to the Driving Instructor.
The registered trademarks (The Company) details of which are set out in the attached schedule;
2.1 MR PATRICK HAMILL (The Company) is the owner of the Trade Marks.
2.2 Patrick Hamill (The Company) has the right to grant licences of the trademarks.
2.3 The Driving Instructor and Patrick Hamill (The Company) have agreed that a licence of the trademarks be granted to the Driving Instructor on the terms set out in this Agreement
3.1 The Driving Instructor to purchase advertising materials at their cost with reference to the use of the Trademark name able2drive. Text agreed by both the Driving Instructor and the company. Any damaged, missing or worn advertising materials shall be replaced by the Driving Instructor.
3.2 If the instructor agrees to continue after two years of business from the date of this agreement the amount of £500 per annum shall be paid for a minimum agreement of one year and of the obligations undertaken by the Driving Instructor under this Agreement, Patrick Hamill (The Company) grants to the Driving Instructor subject to the terms of this Agreement a non-exclusive licence to use the Trade Mark.
3.3 Templates for Able2drive trademark shall also be provided by Patrick Hamill (The Company). For business cards, Appointment Cards, Progress sheets and Weekly Diary Sheets to be used will be the responsibility of the Driving Instructor. The Driving Instructor will be responsible for purchasing such stationary for use in the Driving Instructors business which is a requirement of this agreement.
3.4 Use of a website shall be granted to the Driving Instructor by Patrick Hamill (The Company) which will allow one slot of information to be viewed as a link to Search for Instructor in their area. Patrick Hamill (The Company) reserves the right to remove any links or the Instructors details that compromise this agreement or brings into disrepute www.able2drive.co.uk (The Website).
3.5 The content of the website shall not be challenged in anyway by the Driving Instructor but views and ways to improve the website format maybe taken on board by Patrick Hamill (The Company) and if those views are considered to enhance the business, they shall be under ownership of Patrick Hamill (The Company)
3.6 Any modifications or improvements agreed between the Driving Instructor and Patrick Hamill (The Company) to the Website of www.able2drive.co.uk will become the sole right of Patrick Hamill (The Company).
3.7 Any breaches of www.able2drive.co.uk (The Website) by the Driving Instructor can lead to the termination of this agreement between the Driving Instructor and Patrick Hamill (The Company) which will include no financial refund to the Driving Instructor.
3.8 All material submitted to www.able2drive.co.uk from the Driving Instructor must first be sent via the ADI Sign Up page to Patrick Hamill (The Company) for approval.
3.9 The Driving Instructor can enter other areas designated to other driving instructors if the custom had come from recomendations or passed from other instructors from other areas..
3.10 It is the Driving Instructors responsibility to submit the correct contact details for all materials supplied by Patrick Hamill (The Company).
Patrick Hamill (The Company) reserves the right to grant similar licences of the trademark to other Driving Instructors in neighbouring areas not infringing the areas already granted for business and already trading under the trademark unless the driving instructor requires additional support within his area, the driving instructor must pay for an additional licence fee per instructor totalling £500 per annum each.
The licence in this Agreement shall continue for as long as the Partnership Agreement unless terminated earlier in accordance with clause 10, specified below.
6 Use and protection of the trademarks
6.1 The Driving Instructor shall not during the term of this Agreement or at any future time apply to register the trademarks or any derivative of the trademarks.
6.2 The Driving Instructor recognises Patrick Hamill (The Company) exclusive title to and ownership of the trademarks and shall not claim any right, title or interest in the trademark or any part of it other than that granted under this agreement.
6.3 This Licence is personal to the Driving Instructor who shall not assign any rights granted to it under this agreement or grant any sub licence to any third party without the prior written consent of Patrick Hamill (The Company).
6.4 Driving Instructor is not to use Patrick Hamill’s name or ABLE2DRIVE School Of Motoring LTD name.
6.5 The Driving Instructor shall only make use of the trademarks with the addition of the word(s)
6.6 Unless specifically authorised to do so by Patrick Hamill (The Company), a Driving Instructor shall not hold themselves as acting for or on behalf of Patrick Hamill (The Company) or as being an agent or representative of Patrick Hamill (The Company).
8 Action against third parties
8.1 Patrick Hamill (The Company) shall have the sole right to take action against third parties in respect of the trademarks.
8.2 A Driving Instructor shall in no circumstances settle any claim or action against third parties without the prior written consent of Patrick Hamill (The Company).
9.1 Either party may for any reason terminate this agreement at any time providing there has been no less than one month’s notice in writing to the other party; such notice should set out information regarding the reason for termination.
9.2 Patrick Hamill (The Company) may terminate this agreement immediately by notice in writing and without the requirement for a one month notice period if the Driving Instructor is in breach of any of its obligations under this agreement.
9.3 On the date of termination of this Agreement, the Partnership Agreement will also terminate without further notice.
9.4 This Agreement will terminate automatically upon termination of the Partnership Agreement by either party in accordance with the terms of that agreement.
10 Termination consequences
On termination of this Agreement the Driving Instructor shall discontinue all use of the trademarks and any of its derivatives.
11 No waiver
No waiver by Patrick Hamill (The Company) of any of the Driving Instructor's obligations under this Agreement shall be effective unless made by Patrick Hamill (The Company) in writing. Nor shall any waiver by Patrick Hamill (The Company) in respect of any breach be deemed to constitute a waiver of or consent to any subsequent breach by the Driving Instructor of their obligations.
In the event that any provision of this Agreement is declared void, voidable or illegal, the remaining provisions shall continue to apply.
13 No agency or partnership
The parties are not partners or joint venturers nor are the Driving Instructors entitled to act as Patrick Hamill (The Company) agent nor shall Patrick Hamill (The Company) be liable in respect of any representation act or omission of the Driving Instructor of whatever nature.
Any notice to be served on either of the parties by the other shall be terminated with immediate effect without penalties applied to the Driving Instructor. Claims for compensation by the Driving Instructor to the Company shall not form any part of this agreement.
15. Governing law
This Agreement shall be totally governed by the law of Great Britain and Northern Ireland, this is including formation and interpretation and shall be deemed to have been made within Great Britain and Northern Ireland and the parties hereby submit to the exclusive jurisdiction of the British Courts.
16. This Agreement prevails
In the event of a conflict between the terms of this Agreement and the terms of the Partnership Agreement, this agreement shall prevail.