the licence
the main points
The UK Commission of Employment and Skills, as owners, has made the intellectual property relating to talentmap® available for use by any UK citizen or UK-based organisation, free of licence fee.
It does not matter whether the organisation or the purpose to which talentmap® is put is commercial (i.e. intended to generate an income or revenue) or not. The talentmap® Framework and associated materials can be used either internally within an organisation or as a means of helping others - either or a commercial or non-commercial basis.
By using talentmap® you are deemed to have accepted the terms of this licence.
If you do not accept the licence then you do not have permission to use talentmap®.
You are encouraged to:
- use the talentmap® Framework and to promote this and the registered talentmap® trade marks in your business / promotional materials and you are free to use these in the appropriate promotion of your business or organisation and the goods and services it offers
- use the talentmap® framework within your own organisation or business to help you attract the right kind of people with the right kind of skills to improve the performance and competitiveness of your business
- develop innovative talentmap®-based products and/or services which you subsequently may bring to market or offer for sale, commercially or non-commercially, to third parties
- copy this licence and display it on your website - tell others about the licence and encourage them to make use of the talentmap IP
You can make use of the talentmap® intellectual property as many times as you wish, without incurring any licence fees.
You may develop such add-ons or variations of the 'core' talentmap® Framework as you feel suit the circumstances in which you are seeking to use talentmap - for instance a sectoral or geographical influence may be applied. If the core talentmap® structure is recognisable then you may relate your new development to talentmap® and carry talentmap® branding.
So what is not allowed?
The talentmap® intellectual property may be used for any purpose - indeed it is hoped that talentmap® will be applied in ways which haven't yet been considered - just so long as it is not used or applied in a circumstance which is unlawful, obscene or offensive. It should not be used or promoted in any way which may bring talentmap® and its partner organisations into disrepute, or in a derogitory manner.
The licence does not apply to organisations or individuals who are not UK-domiciled.
Any such bodies or individuals who wish to exploit talentmap®, for commercial or non-commercial purposes, must seek specific permission, before doing so, from the UK Commission for Employment and Skills - please use the Feedback contact form or email at info@talentmap.org.uk or send a request by post to talentmap® licence Enquiries, UK Commission for Employment and Skills, 3 Callflex Business Park, Golden Smithies Lane, Wath upon Dearne, S63 7ER.
the actual licence
LICENCE TO USE TALENTMAP® TRADE MARKS AND THE TALENTMAP® FRAMEWORK
This Licence enables You to access and use the Works (as defined below) under the terms and conditions set out below. Any use of the Works other than as authorised under this Licence or permitted by copyright and trade mark law is prohibited. This offer is conditional on Your agreement to all the terms and conditions contained in this Licence. By using the Works You accept and agree to be bound by the terms and conditions of this Licence. If You do not agree to the terms and conditions of this Licence You should not use the Works and therefore decline this Licence, in which case You are prohibited from using the Work.
We reserve the right to amend this Licence from time to time without notice to You. The amended Licence will be effective from the date it is posted on the Website. Your continued use of the Works will constitute Your acceptance of the amended Licence. Therefore, please review the Licence on a regular basis. Nothing in the Licence will preclude Us from introducing from introducing commercial arrangements or charging for use of the Works or any other new terms in the future.
“We”, “Us”, “Our”, UK Commission For Employment And Skills, a company limited by guarantee and not having a share capital incorporated and registered in England and Wales with company number 06425800 whose registered office is at Callflex Business Park, Golden Smithies Lane, Wath-upon-Dearne, South Yorkshire S63 7ER (including all successors and assigns); and
“You”, “Your” a private individual resident in the UK or a company incorporated in the UK or an unincorporated body organised in the UK (including partnerships, public bodies, voluntary organisations etc.)
agree as follows:
1. Definitions and Interpretation
1.1 Unless the context otherwise requires capitalised terms will have the meaning
as set out below:
“Intellectual Property Rights” all copyright, database rights, design rights,
registered designs, trade marks, 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 or renewals or extensions or reversions of any such rights;
“Licence ” means this licence, as amended, supplemented or otherwise modified by
Us from time to time;
“Permitted Purpose” to use the Works to assist You to attract and retain the
right kind of people with the right kind of skills to improve the performance
and competitiveness of Your business and to use the Works as a foundation to
develop products and/or services for third parties for all purposes
(non-commercial and commercial). For the avoidance of doubt, as the Works are
freely available, you will not use the Works for commercial gain without some
form of development or improvement;
“Territory” United Kingdom;
“Website” talentmap.ukces.org.uk, as substituted by Us from time to time; and
“Works” means the talentmap® trade marks with registration numbers 2515405 and
2518219 and the talentmap® framework as follows:
1.2 The headings in this Licence are for convenience only and do not affect its
interpretation.
1.3 In this Licence, 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 this Licence, 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 this Licence; (c) obligations undertaken by more than a single person
or company are joint and several obligations; (d) a statutory provision includes
a reference to the statutory provision as modified or re-enacted or both from
time to time and any subordinate legislation made under the statutory provision;
and (e) any reference to a person will include natural persons and partnerships,
firms and other such unincorporated bodies, corporate bodies and all other legal
persons of whatever kind and however constituted.
2. Grant of Licence
2.1 Subject to You being a private individual resident in the UK or a company
incorporated in the UK or an unincorporated body organised in the UK (including
partnerships public bodies, voluntary organisations etc.), We hereby grant to
You a non-exclusive, non-transferable, royalty-free licence (without the right
to sub-license to others) in the Territory to use the Works for the Permitted
Purpose in accordance with the terms and conditions of this Licence.
3. Use of the Works
3.1 You agree to use the Works for lawful purposes only.
3.2 You agree not to use the Works: (a) for any use (whether directly or in
context or juxtaposition with other material or subject matter) which violates
or infringes in any way upon the rights of others, which is unlawful, offensive,
defamatory, vulgar, obscene, profane or otherwise objectionable, which
encourages conduct that would constitute a criminal offence, gives rise to civil
liability or otherwise violates any law; or (b) in any way which would tend to
allow them to become generic, lose their distinctiveness, become liable to
mislead the public, or be materially detrimental to or inconsistent with Our
good name, goodwill, reputation and image.
3.3 You will discharge Your obligations in connection with the use of the Works
with all due skill, care and diligence and comply with any applicable laws,
regulations and/or industry codes.
3.4 In the event that you create a product or service using the Works for a third
party, you will ensure that such third party is made aware of this Licence and
understands that it must comply with the terms and conditions of this Licence.
4. Intellectual Property Rights
4.1 The legal and beneficial ownership of the Intellectual Property Rights in the
whole and every part of the Works belongs to Us.
4.2 You agree that this Licence does not give you any claim any right, title or
interest in or to the Works except the rights of use as are specifically set out
in this Licence, and You hereby acknowledge and agree that the benefit of all
such use by You will at all times enure to Us. All goodwill generated by Your
use of the Works will be Our sole property.
4.3 All uses of the Works by You will be accompanied by wording and clear marking
to show that the Intellectual Property Rights in the Works are owned by Us and
are being used by You with Our permission.
5. Infringement of the Works
5.1 We will have the conduct of all proceedings relating to the Works 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 Works or any other claim or counterclaim brought or
threatened in respect of the use of the Works. We will not be obliged to bring
or defend any proceedings whether for infringement or otherwise in relation to
the Works if We in Our sole discretion decide not to do so.
5.2 In any infringement proceedings which are brought by Us, We will be entitled
to claim in respect of any loss suffered or likely to be suffered by You and
will be entitled to retain any damages awarded in respect of such claim.
6. Limitation of Liability
6.1 We do not warrant that the use of the Works 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 You will at all times (notwithstanding the termination of this Agreement) be
liable for, indemnify and hold Us harmless (together with Our officers,
employees and agents) against any and all liabilities and other expenses of any
nature whatsoever incurred or suffered by Us arising out of the performance or
non-performance by You of Your compliance or non-compliance with this Licence.
This indemnity will survive the expiry or termination of this Licence.
6.3 Our only responsibilities with respect to the Works are set out in this
Licence. 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 Works for
any reason except where caused by Our negligence, fraud, misrepresentation or
fraudulent misrepresentation. Nothing in this Licence will exclude or limit Our
liability for death or personal injury caused by Our negligence.
6.4 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 Works. You hereby waive any
claim or cause of action arising out of any termination of this Licence and You
release Us and Our affiliates and Our respective officers, employees and agents
from any and all such claims and causes of action.
7. Termination
7.1 The rights granted to You under this Licence will terminate automatically
upon a breach by You of the terms of this Licence.
7.2 We will be entitled to terminate this Licence for any reason on notice set
out on the Website.
7.3 Termination of this Licence 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.
7.4 You acknowledge that We will have no liability arising out of any alleged
wrongful termination of this Licence. You hereby waive any claim or cause of
action arising out of any termination of this Licence and You release Us and Our
affiliates and Our respective officers, employees and agents from any and all
such claims and causes of action.
7.5 On termination of this Licence, You will immediately cease all use of the
Works and destroy or upon Our request return to Us all materials containing the
Works in Your possession or control.
8. Assignment
This Licence is personal to You and You will have no right to
transfer or assign the benefit of this Licence.
9. Entire Agreement
This Licence expresses the entire agreement between Us and
You.
10. Choice of Law and Jurisdiction
This Licence will be governed by and construed
according to English law and be subject to the exclusive jurisdiction of the
English Courts.