Product Exclusivity

SPENCER-BROOKES DESIGNS PRODUCT EXCLUSIVITY TERMS & CONDITIONS 

Updated 21st August 2018 

These terms and conditions relate to products that are designed for exclusive use by a single customer only, and does not include any standard products, or products which are designed for general sale on our website. We reserve the right to amend these terms at any point, and without notice.

RIGHTS & USE 

1. For all exclusive designs created. All rights, title, interest, copyright and intellectual property rights are retained by Spencer-Brookes Designs.
2. Your licence entitles you to use the graphic on any physical product created by Spencer-Brookes Designs. You CANNOT redistribute any original artwork created by Spencer-Brookes designs, nor claim the item as your own original artwork for resale as a graphic in any shape or form.
3. Spencer-Brookes Designs do not require credit in any of your own marketing or on selling platforms for the artwork design.
4. You CANNOT take the original design to another wholesaler, designer, or business with the intention of creating any product without the express permission of Spencer-Brookes Designs.

• In cases where the customer would like to take a design elsewhere for creation of a product dissimilar to that of a Spencer-Brookes Designs product, Spencer-Brookes Designs will review each request on a case by case basis and may, on occasion, allow temporary use by another supplier for a set fee, which will be discussed depending on previously mentioned terms.
• In cases where the customer would like to terminate future business with Spencer-Brookes Designs, and take the design to a competing supplier. Spencer-Brookes Designs will review this request on a case by case basis, and if approved, will allow release of the design and design rights to the customer for a set fee as outlined below.
• Fees to release a design and its ownership rights to a customer are charged at £100, plus 10% of the total purchases to date for any product created using the design. This fee is chargeable per design and is non-refundable.

FEES

1. Exclusivity Design Fees are a one-off charge and will be added to your first order of the new design.

• An Exclusivity Design Fee is charged per new design created and are non-refundable.
• Exclusivity Licence Fees are charged annually at the rate set in the attached table. These are subject to change at any time, and without notice.
• Each Exclusivity Licence applies to a single product. If you have several exclusive products, then a separate Exclusivity License is required for each design for each design created.
• Our exclusivity fee and licence entitle you to exclusive use of the design for the duration of your licence term. If the licence is not renewed, or is terminated by either party at any time, then exclusive usage of the design will be withdrawn immediately, and the design will be redistributed to another customer, or released for general sale on our selling platforms.
• You will be invoiced annually via email on the anniversary of your original design purchase. If no payment is made within seven (7) calendar days, we will send a second reminder email to you. If after a further fourteen (14) calendar days, no response is received, we will freeze availability of your exclusive design, and send a third and final email to your registered email address on file. After a further seven (7) calendar days, making twenty-eight (28) calendar days in total, we will assume that this design is no longer required by you, and will redistribute, or release the design for general sale on our selling platforms. 

PROVISIONS 

1. Whilst the design will remain exclusive to you, we may on occasion, use certain elements of the original design to create a new design either as an exclusive product for another customer, or for general sale on our selling platforms. We will ensure that any new design created includes significant changes to ensure that the end product cannot be deemed as an exact replica.

• As an example:
  Customer A requests a circular unicorn themed mirror with ears and a horn on top which we create.
  Customer B also requests a circular unicorn themed mirror with ears and a horn on top.
  For Customer B, we create a mirror with different shaped ears, and a different shaped horn.
• Certain design elements cannot be made exclusive to a single customer. This includes, but is not limited to the following items:

• Specific fonts, either from our current offering, or obtained elsewhere. Unless the font is your own original design.
• Basic shapes such as hearts, stars, clouds, or simple geometry.
• Specific shapes or designs already created by Spencer-Brookes Designs, and available for general sale. For example:
• Using our “Lola Unicorn” shape on a pennant with a unicorn quote.
• Combining of multiple elements from existing products that we offer to create a new product specifically for you. Such as combining our standard flamingo shape on triangle bunting. However, we could offer a new, unused style flamingo shape onto triangular bunting.
• Requesting specific wording on a product that we already sell and can be purchased as standard on the website, i.e. our pennant flag with standard fonts with specific wording.
• Specific words, quotes, or phrases that are in the public domain.