These terms create a contract between you and Australian Fashion Council Ltd (ABN 57 167 225 774) of 27 Derby Street, Collingwood Victoria (us, we, our or Company). Please read the terms carefully.
By submitting a certification application form and clicking the relevant check boxes on that page, you agree to be bound by this agreement and the Australian Fashion Certification Trade Mark Rules (the Rules).
Upon the effective registration of the AF CTM on the Register of Trade Marks IP Australia, this agreement will cease to apply and you will be required to adhere to the Rules. We may, on notice to you, change this agreement. Your continued use of the AF CTM following any changes indicate your acceptance of the changes. These terms do not modify, restrict or exclude any additional rights you may have under applicable laws that cannot be so modified, restricted or excluded.
- This agreement comprises of:
- these terms; and
- the Rules.
- To the extent of any inconsistency between the documents, this agreement will prevail over the Rules.
- This agreement starts on the date this agreement is signed by all parties and continues until terminated in accordance with the terms set out in this clause.
- Either party may terminate this agreement in accordance with the termination provisions in the Rules.
- Upon the effective registration of the AF CTM on the Register of Trade Marks, this agreement will automatically terminate and the Rules will continue to apply to your use of the AF CTM.
- Licence and ownership of intellectual property
- To qualify for a licence of the AF CTM, you must be certified in accordance with clause 3 of the Rules.
- Subject to clause 3.1 of this agreement and the payment of the annual licence fee, the Company grants you a non-exclusive right to use the AF CTM in accordance with this agreement and the Rules.
- Nothing in this agreement transfers ownership of the AF CTM to you or any other person.
- All goodwill and all other right, title and interest arising from the use of the AF CTM by you will inure solely for the benefit of the Company.
- Annual Licence Fee Structure
- Notwithstanding anything to the contrary in the Rules, to the extent that this agreement terminates in accordance with clause 2.3, your Licence (as that term is defined in the Rules) will commence on the day this agreement terminates and continue for a period of 2 years from the date you submitted your application under this agreement.
- The licence fee is paid annually on the annual renewal date and the Licensed Business must pay the licence fee each year on the renewal date within the 2 year licensing period. Details of the annual licence fee are set out on the Website.
- The Company may prescribe other fees or an amendment to the licence fees on notice from time to time.
- Where the Licensed Business does not agree to any amendments to the licence fees the Licensed Business may terminate in accordance with termination provisions in the Rules and will cease being a Licensed Business without incurring additional fees.
- Where a Licensed Business has undergone changes during the 2 year certification period and no longer meets the qualifying criteria for the licence, it is expected to self-report to the Company as soon as those changes are known so as to terminate the licence.
Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing its obligations under this agreement.
- This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.
- The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.
- If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.
- This agreement may be executed in any number of counterparts and all counterparts taken together will constitute one document.
- This agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
- This agreement may not be amended or varied unless the amendment or variation is in writing and signed by all parties.
- Any obligation of confidentiality in this agreement will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.
- Definitions and Interpretation
- In this agreement, unless contrary intention appears, the following words have the following meaning:
AF CTM means Australian Fashion Certification Trade Mark.
Applicant means fashion & textile businesses (including their employees and agents) wishing to obtain certification to use the AF CTM for a fashion brand they own.
Certified Brand means a brand operated by an Applicant that has been granted a licence to use the AF CTM.
Company means Australian Fashion Council Ltd ABN 57 167 225 774.
Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:
- is identified as confidential or ought to have been known to be confidential; and
- relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,
but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.
Intellectual Property Rights means all past, present and future rights conferred by statute, common law or equity or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
Licensed Business means a business that is the owner of a Certified Brand.
Licence Fee Period means a period ending 12 months after the date the annual licence fee was paid in accordance with the Rules.
Register of Trade Marks means the register of trade marks kept at the Trade Marks Office, and as managed by IP Australia.
Website means the Company’s website found at www.australianfashion.org.
- In this agreement unless the context otherwise requires:
- words in singular in the plural and vice versa;
- where a word has been defined, other parts of speech and grammatical forms of that word or phrase have corresponding definitions;
- a reference to using the AF CTM on a product is deemed a reference to displaying the AF CTM on the product itself, or on any packaging use for its delivery, or on any collateral associated with the advertising of the Product; and
- a reference to a schedule is a reference to a schedule of this agreement.