Background
Centre for Civil Society Limited is a wholly owned subsidiary of Citizens UK Charity (a charity registered in England) which is responsible for the programme under which employers can apply for Living Wage Employer Accreditation to indicate that the company has adopted an equitable employment policy in relation to its staff in accordance with the minimum standards set out in this Agreement.
1. Interpretation
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1.1 ‘the Agreement Date”
the date on which both parties have signed this Agreement;
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1.2 “Branding Guidelines”
the Licensor’s branding guidelines in relation to the Trade Mark and/or the Programme as amended from time to time;
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1.3 “Employee”
all employees of the Licensee excluding volunteers and apprentices;
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1.4 “Fee”
the applicable fee payable by the Licensee according to the fee structure in Schedule 2;
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1.5 “UK Living Wage”
the UK Living Wage as set by the Living Wage Foundation or any successor body;
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1.6 “London Living Wage”
the London Living Wage as set by the Living Wage Foundation or any successor body;
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1.7 “Programme”
the Living Wage employer accreditation programme run by the Licensor as outlined in this Agreement;
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1.8 “Trade Mark”
the trade mark set out in Schedule 1 and any marks which incorporate or are confusingly similar to them;
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1.9 “Term”
the term commencing on the Agreement Date and continuing until termination under clause 6;
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1.10 “Greater London”
the 32 London Boroughs and the City of London.
2. Licence
2.1 In consideration of the Fee and the Licensee’s obligations under this Agreement the Licensor provides the Licensee with a non-exclusive, non-transferable license to use the Trade Mark for the Term to promote its adherence to the Programme.
2.2 The Licensee agrees and acknowledges that all intellectual property rights in the Trade Marks and/or in any mark or phrase produced in furtherance of the terms of this Agreement belong to the Licensor.
2.3 The Licensee shall not use any other trade marks confusingly similar to the Trade Marks and shall not use the Trade Marks as part of its publicity and/or corporate trading name except as authorised under this Agreement.
2.4 The Licensee shall comply strictly with any Branding Guidelines and all other reasonable directions of the Licensor regarding the form and manner and application of the Trade Marks.
2.5 The Licensee shall not do anything that brings the Licensor, the Programme or the Trade Marks into disrepute.
2.6 The Licensor warrants that:
2.6.1 it owns the rights in the Trade Mark, is free to enter into this Agreement and has the right to grant the Licensee the rights granted in it; and
2.6.2 the Licensee’s use of the Trade Mark as contemplated under this Agreement will not infringe the rights of any third party.
3. Fee
3.1 The Licensee shall pay the Fee in accordance with Schedule 2 and this clause 3.
3.2 The Fee shall be paid annually and will be payable within 28 days of receiving a VAT invoice from the Licensor.
4. Licensee’s Obligations
4.1 The Licensee shall meet the milestones set out in Schedule 3.
Employees In Greater London
4.2 From the date of this Agreement, and subject to any amendments made to these conditions by the Licensor from time to time, the Licensee shall for Employees based in London Boroughs:
4.2.1 pay all Employees aged 18 or over not less than the London Living Wage; and
4.2.2 increase the amount which it pays to affected Employees by the same amount as any increase to the London Living Wage, within 6 months of the date on which any increase in the London Living Wage is officially announced; and
4.2.3 notify all affected Employees of the date of the next increase within one month of the official announcement, unless the Employees have been previously notified about the date on which they will receive at least the increase in the Living Wage.
Employees In the United Kingdom (Outside Greater London)
4.3 From the date of this Agreement, and subject to any amendments made to these conditions by the Licensor from time to time, the Licensee shall for Employees based in the United Kingdom, outside Greater London:
4.3.1 pay all Employees aged 18 or over not less than the UK Living Wage; and
4.3.2 increase the amount which it pays to affected Employees by the same amount as any increase to the UK Living Wage, within 6 months of the date on which any increase in the UK Living Wage is officially announced; and
4.3.3 notify all affected Employees of the date of the next increase within one month of the official announcement, unless the Employees have been previously notified about the date on which they will receive at least the increase in the Living Wage.
Contractors
4.4 The Licensee shall ensure to the extent permitted by law that any of its contractors which supply an employee (other than an apprentice) who provides a service to or on behalf of the Licensee involving 2 or more hours of work a week, for 8 or more consecutive weeks in a year on:
4.4.1 the Licensee’s premises; and/or
4.4.2 property owned or occupied by the Licensee (including where the Licensee is a tenant and is provided building-related services through a Lease); and/or
4.4.3 land which the Licensee is responsible for maintaining or on which it is required to work
shall adopt the measures set out in clause 4.2 and 4.3 in relation to such individuals as if they were the Licensee’s employees in respect of that employee’s work for the Licensee.
Sub-Contractors
4.5 The Licensee shall ensure to the extent permitted by law that any of its contractors which supply a sub-contracted employee who provides a service that falls within the parameters of clause 4.4, adopt the measures set out in clauses 4.2 and 4.3 in relation to such individuals as if they were the Licensee’s employees in respect of that employee’s work for the Licensee.
5. Records and Compliance
5.1 The Licensee undertakes to provide the Licensor on reasonable request all information necessary for the Licensor to confirm that the Licensee is complying with its obligations under clause 4.
5.2 If the Licensor is not satisfied with the information provided by the Licensee under clause 5.1 or has good reason to doubt whether the Licensee is complying with its obligations under clause 4 the Licensor shall be entitled to:
5.2.1 Require that the Licensee provides reasonable evidence that clauses 4.2 and 4.3 are enforceable under all contracts of employment of directly employed staff (other than an apprentice) and implemented by any Contractor to which clauses 4.4 and 4.5 apply.
5.2.2 Contact and meet with any trade unions representing the Licensee’s or its contractor’s employees in order to establish that the Licensee and/or its contractors have complied with the obligations in clause 4; and
5.2.3 Contact and meet with the Licensee’s employees and/or contractors in order to establish that the Licensee and/or its Contractors have complied with the obligations in Clause 4.
6. Termination
6.1 Either party may terminate this Agreement upon written notice effective immediately if the other party has committed a material breach of this Agreement and where such a breach is capable of remedy the other has failed to remedy such breach within 28 working days of receiving notice specifying the breach.
6.2 The Licensor may terminate this Agreement upon written notice effective immediately if:
6.2.1 the Licensee ceases or threatens to cease complying with Clause 4 or such other terms as the Licensor may reasonably stipulate from time to time as applying to all licensees of the Living Wage Employer mark;
6.2.2 the Licensor and/or the trustees of the Licensor in their sole discretion considers that any action taken by the Licensee brings or may bring the Licensor and/or any of its affiliates, members or group organisations, the Programme or the Trade Marks into disrepute;
6.2.3 the Programme ceases or is withdrawn or modified.
6.3 Either party may terminate this Agreement without cause at any time upon 3 month’s written notice.
7. Consequences of Termination
7.1 On termination of this Agreement under clause 6.3 or by the Licensee under clause 6.1 the Licensee shall:
7.1.1 within one month cease to use the Trade Mark on any materials in electronic form including on any websites.
7.1.2 within six months of the termination date cease all other use of the Trade Mark including on printed materials and at the request of the Licensor either return or destroy all the materials bearing the Trade Mark;
7.1.3 immediately cease to print any materials bearing the Trade Mark; and
7.2 The Licensor shall refund the Fee pro-rata in respect of the period of time in which the Licensee is no longer entitled to use the Trade Mark.
7.3 On termination of this Agreement by the Licensor under clause 6.1 or 6.2 by the Licensor the Licensee shall:
7.3.1 within one month cease to use the Trade Mark; and
7.3.2 at the request of the Licensee either return or destroy all the materials bearing the Trade Mark.
8. Assigning and Sub-Licensing
The Licensee shall not assign charge licence sub-licence or otherwise part with possession of the benefit or burden of this Agreement without the prior written consent of the Licensor.
9. Non-Waiver
No failure or delay on the part of either party to exercise any right or remedy under this Agreement shall be a waiver of such right or remedy.
10. Variation
This Agreement may only be amended in writing signed by authorised representatives of the Licensor and Licensee.
11. Entire Agreement
This Agreement represents the entire agreement between the parties concerning the subject matter of this Agreement, and supersedes all prior agreements, arrangements, negotiations and/or understandings between the parties.
12. Jurisdiction
The validity, construction and performance of this Agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.