If you are a resident or an organisation that provides services relating to sport and physical activity within  the metropolitan borough of Wirral that wishes to use the Wirral Borough Council Brand Tool-Kit (defined below) relating to the “Be Part of the Movement” campaign to encourage Wirral residents participation in sport in the borough, you can visit our website at www.bepartofthemovement.com and register your interest in supporting the campaign. You will be able to download the Brand Tool-Kit and Physical Materials to use in accordance with these terms and conditions (“terms”). Anyone else is prohibited from downloading and using the Brand Tool-Kit.

Please read these terms carefully before downloading the Brand Tool-Kit and before submitting a request for use of the Logo   By downloading the Brand Tool-Kit Physical Materials and/or submitting a request for the Logo, you accept and agree to be bound by these terms. If you do not agree to these terms, you should not download the Brand Tool-Kit Physical Materials or submit a request for the Logo Any use of the Brand Tool-Kit other than as authorised under these terms or permitted by copyright and trade mark law is prohibited.

Please complete the request form on the Website providing all of the requested contact and identity details and tick the tick box confirming that you have read and accepted these terms. If you do not complete the form or you refuse to accept these terms, you will not be authorised to download and use the Brand Tool-Kit.

We reserve the right to amend these terms (including introducing new terms in the future and removing and/or replacing the Brand Tool-Kit or any part of it) from time to time without notice to you. The amended terms will be effective from the date it is posted on the Website. Your continued use of the Brand Tool-Kit (or any part of it) will constitute your acceptance of the amended terms. Therefore, please review the Website (and these terms in particular) on a regular basis.

You shall not have the right to rely on these terms for use of the Brand Tool-Kit (or any part of it) if you or the organisation that you are employed by or providing services to, is party to a separate agreement and/or written permission from us to use the Brand Tool-Kit (or any part of it).

Definitions and Interpretation

1.1          Unless the context otherwise requires capitalised terms shall have the meaning as set out below:

“Brand Guidelines”        our brand guidelines as amended, supplemented or otherwise modified by us from time to time, which are available for download on our Website;

“Brand Tool-Kit”               the Brand Tool-Kit Physical Materials and  the Logo ;

“Brand Tool-Kit                 such physical materials relating to the Campaign, that are made available by

Physical Materials”         us for download on the Website, which may include but is not limited to posters, stickers and leaflets and which you download from the Website for your use;

“Campaign”                        the “Be Part of the Movement “” campaign to promote healthy living, sport and physical activity to Wirral residents during and after the Covid-19 pandemic in alignment with Wirral Council’s new Sport and Physical Activity strategy;

“Intellectual                       all copyright, database rights, design rights, registered designs, trade marks,

Property Rights”              service marks, trade secrets and rights in confidential information and all rights and forms of protection of a similar nature or having an equivalent effect to any of them which may subsist anywhere in the world together with all goodwill attaching or relating thereto, whether or not any of them are registered and including application for registration of any of them relating to the Brand Tool-Kit (including any translations thereof);

“Logo”                                  the “Be Part of the Movement” logo identified in our Brand Guidelines;

“Permitted Purpose”      to promote and raise awareness of the Campaign by:

(i) using, exhibiting and distributing the Brand Tool-Kit at your premises and at events organised by you in the Metropolitan borough of Wirral; and

(ii) subject to our approval on a case-by-case basis, using and exhibiting the Logo on your official website, on your official social media pages, on sports equipment and kits loaned free of charge to members of your club for use at your premises and at events organised by you in England and on promotional materials prepared by you for distribution at your premises and at events organised by you in England;

“Term”                                 the term of the Campaign which will run from 14^th March 2022 for a period of 3 years until 13^th March 2025;

“Terms and conditions” these terms, as amended, supplemented or otherwise modified by us from time to time;

“we”, “us”, “our”             Wirral Council of Wallasey Town Hall Brighton Street Wallasey CH44 8ED

“Website”                           www.bepartofthemovement.com

“you“, “your(s)”                a resident of the metropolitan borough of Wirral or an organisation that provides services relating to sport and physical activity within that area that wishes to use the Brand Tool-Kit for the Permitted Purpose.

1.2          The headings in these terms are for convenience only and do not affect its interpretation.

1.3          In these terms, the words “include”, “includes”, “including” and “such as” are to be construed as if they were immediately followed by the words “without limitation”.

1.4          In these terms, unless the context clearly indicates another intention, a reference to:

(a) any gender includes other genders and the singular includes the plural and vice versa;

(b) a clause or party is a reference to a clause of or party to these terms;

(c) obligations undertaken by more than a single person or company are joint and several obligations; and

(d) any reference to a person shall include natural persons and partnerships, firms and other such unincorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.

Your Organisation

2.1          You warrant that you are an organisation or an individual based in the metropolitan borough of the Wirral.

2.2          You warrant that all the information that you have provided to us in connection these terms is complete and accurate.

Use of the Brand Tool-Kit and the Website

3.1          By using the Website you confirm that you accept these terms and that you agree to comply with them

3.2          The Brand Tool-Kit Physical Materials can be downloaded by you from the Website.

3.3          In the event that you wish to use the Logo , you will submit a request to us using the online submission form available on the Website identifying  the proposed purpose of your use.

3.4          You hereby agree that:

(a) you shall not use the Brand Tool-Kit (or any part of it) for any use, event or purpose (whether directly or indirectly) which:

(i) violates or infringes in any way upon the rights of others, which is unlawful, offensive, obscene, defamatory, profane or otherwise objectionable which encourages conduct that would constitute a criminal offence, gives rise to civil liability or otherwise violates any law or is in breach of the privacy or any other rights of a third party or of any law;

(ii) would tend to allow them to become liable mislead the public, or be materially detrimental to or inconsistent with our good name, goodwill, reputation and image;

(iii) would impair our rights in the Brand Tool-Kit (or any part of it);

(iv)is commercial (i.e. promoting particular products and/or services), promotional and/or falsely suggests a client (or other business) affiliation/relationship with us; or

(v) is in any way be affiliated to or sponsored by any company, organisations, persons, sponsors and/or media partners that contravene the objective of the Campaign, including without limitation manufacturers, suppliers and retailers of alcohol, cigarette and other tobacco products, carbonated soft drinks, fast food and drugs.

(b) you shall not amend, adapt, use or position the Brand Tool-Kit (or any part of it) so as to suggest that we, you or any of the persons appearing in the Brand Tool-Kit Physical Materials endorse any commercial product or service or any political party or belief without our prior approval in writing;

(c) you shall discharge your obligations in connection with the use of the Brand Tool-Kit with all due skill, care and diligence and comply with any applicable laws, regulations and/or industry codes;

(d) you shall at all times (notwithstanding the termination of these terms) be liable for, indemnify and hold us harmless (together with our officers, employees and agents) against all liabilities, actions, proceeds, costs, claims, damages and other expenses of any nature whatsoever incurred by, suffered by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of your obligations under these terms.

(e) you are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these terms and other applicable terms and conditions, and that they comply with them.

Intellectual Property Rights

4.1          The legal and beneficial ownership of the physical Brand Tool-Kit and the Website and the Intellectual Property Rights belongs to us

4.2          You agree that these terms do not give you any ownership, any claim, any right, title or interest in or to the Brand Tool-Kit (or any part of it) except the rights of use as are specifically set out in these terms and you hereby acknowledge and agree that the benefit of all such use by you shall at all times enure to us. You shall hold all goodwill accruing to the Brand Tool-Kit because of your use of the Brand Tool-Kit as bare trustee for our benefit.

4.3          All uses of the Brand Tool-Kit Physical Materials must be displayed by you in the manner that has been presented for download on the Website, without amendment.

4.4          All uses of the Logo must be displayed by you in a manner approved by us in accordance with clause 4.2, without amendment and shall be used in accordance with our Brand Guidelines accompanied by clear marking to show that the Intellectual Property Rights in the Logo are owned by us or our affiliates and are being used with our permission.

Protection of the Brand Tool-Kit and the Intellectual Property Rights

5.1          You shall not apply to register or pursue registrations of the Brand Tool-Kit (or any part of it) or any Intellectual Property Rights in your own name.

5.2          You shall notify us in writing of any infringements or misuses of the Brand Tool-Kit (or any part of it) and/or the Intellectual Property Rights by third parties of which you become aware.

5.3          We have the sole right to determine whether any action shall be taken on account of all proceedings relating to the Brand Tool-Kit (or any part of it) and/or the Intellectual Property Rights and will in our sole discretion decide what action (including litigation, arbitration or compromise) if any to take in respect of any infringement or alleged infringement of the Brand Tool-Kit (or any part of it) and/or the Intellectual Property Right or any other claim or counterclaim brought or threatened in respect of the use of the Brand Tool-Kit (or any part of it) and/or the Intellectual Property Right. We shall not be obliged to bring or defend any proceedings whether for infringement or otherwise in relation to the Brand Tool-Kit (or any part of it) and/or the Intellectual Property Right if we in our sole discretion decide not to do so.

5.4          In any infringement proceedings which are brought by us, we shall be entitled to claim in respect of any loss suffered or likely to be suffered by you and shall be entitled to retain any damages awarded in respect of such claim.

5.5          For the avoidance of doubt, nothing herein comprises a licence to use any other trade mark in connection with or in relation to any goods or services.

Limitation Of Liability

6.1          We do not warrant that the use of the Brand Tool-Kit by you will not infringe the rights of any third party and exclude all implied warranties or representations to the fullest extent permitted by law.

6.2          Our only responsibilities with respect to the Brand Tool-Kit are set out in these terms. To the fullest extent permitted by law, we exclude all liability for loss or damage arising out of or in connection with your use of the Brand Tool-Kit (or any part of it) for any reason except where caused by our negligence, fraud, misrepresentation or fraudulent misrepresentation. Nothing in these terms will exclude or limit our liability for death or personal injury caused by our negligence.

6.3          You acknowledge that we will have no liability for any indirect or consequential losses or damage you may suffer or incur (including any loss of savings you expect to make, loss of business or business opportunity, or loss of profit or revenue) arising from your use of the Brand Tool-Kit. You hereby waive any claim or cause of action arising out of any termination of these terms and you release us, and our affiliates and our respective officers, employees and agents from any and all such claims and causes of action.

Termination

7.1          The rights granted to you under these terms will terminate automatically upon a breach by you of the terms of these terms.

7.2          We may, in our absolute and sole discretion, at any time cease to make available the Brand Tool-Kit for you, including without limitation where:

(a) we decide to discontinue the Campaign;

(b) we do not have available adequate money from the Welcome Back Fund to enable us to fund the continued provision of the Brand Tool-Kit;

(d) we determine (including without limitation on the basis of any information or notification that you provide or fail to provide pursuant to these terms) that you are not suitable for the receipt of the Brand Tool-Kit in accordance with the eligibility criteria for the Campaign; or

(e) we suspect that your primary purpose of receiving the Brand Tool-Kit is not in line with the objectives of the Campaign.

7.3          We will be entitled to terminate these terms for any reason on notice set out on the Website.

7.4          Termination of these terms will be without prejudice to any existing rights and/or claims that we may have against you and will not relieve you from fulfilling the obligations accrued prior to such termination.

7.5          You acknowledge that we will have no liability arising out of any alleged wrongful termination of these terms. You hereby waive any claim or cause of action arising out of any termination of these terms and you release us, our affiliates and our respective officers, employees and agents from any and all such claims and causes of action.

7.6          On termination of these terms:

(a) you will immediately cease all use of the Brand Tool-Kit and destroy or upon our request return to us all materials containing the Brand Tool-Kit in your possession or control; and

(b) all rights granted to you under these terms or however acquired and any goodwill associated therewith shall revert and inure to us.

General

8.1          If any provision of these terms is held to be illegal, invalid or unenforceable in whole or in part the remainder of these terms will continue to be valid and enforceable.

8.2          No failure or delay in exercising rights under these terms shall operate as a waiver of such rights.

8.3          These terms do not make either party the agent of the other nor does it create a partnership or joint venture between the parties.

8.4          These terms express the entire agreement between us and you.

8.5          These terms are personal to you, and you will have no right to assign, novate or otherwise transfer any of your rights, obligations and liabilities under these terms.

8.6          We may assign, novate or otherwise transfer all of its rights, obligations and liabilities under these terms to a successor body

8.7          Our Privacy Policy can be found at https://bepartofthemovement.com/privacy-notice/

8.8       We do not guarantee the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. We may update and change the Website from time to time

8.9          If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

8.10        Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.