Regular Sublicence Agreement (Electronic Version)
Agata Business Services, Lima, Upper Street, Fleet GU51 3PE, United Kingdom.
Website: www.agatabusiness.com
Contact: +44 7393 989106
Email: alscontact@agatabatorska.com
0. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
0.01 "Agreement" refers to this Regular Sublicence Agreement (Electronic Version), including all its clauses and any future amendments.
0.02 "Agata Business Services" or "Licensor" refers to the company granting the sublicence, which owns and designs the digital elements specified in this Agreement.
0.03 "Licensee" refers to the individual or entity purchasing the Item and obtaining the sublicence rights as outlined in this Agreement.
0.04 "Item" means the specific digital work provided by Agata Business Services under this Agreement, which may include images, graphics, text, templates, code, design elements, or any other digital content specified at the time of purchase.
0.05 "Sublicence" refers to the limited, non-exclusive, non-transferable (except as expressly permitted), worldwide right granted to the Licensee to use the Item in accordance with the terms and conditions set out in this Agreement.
0.06 "Third-Party Components" refers to any materials, elements, or software integrated into the Item that are owned by parties other than Agata Business Services, including but not limited to content licensed under platforms such as Canva, Wix, Creative Commons, or GPL.
0.07 "Modifications" or "Derivative Works" refer to any changes, adaptations, alterations, or transformations made to the original Item by the Licensee, including customisations, edits, or integrations with other works.
0.08 "Dashboard" refers to the online portal or interface provided by Agata Business Services where the Licensee can access purchased Items and related documents.
0.09 "GDPR" refers to the General Data Protection Regulation (EU) 2016/679, and any applicable UK data protection laws governing the processing of personal data.
0.10 "Client" refers to the direct client of Agata Business Services who has entered into an agreement with Agata Business Services for the provision of the Item and related services. The Client is the party receiving the sublicence to use the Item under the terms of this Agreement.
1. Grant of Sublicence
Agata Business Services ("Licensor"), as the designer and owner of digital elements, hereby grants you ("Licensee"), the purchaser, a non-exclusive, non-transferable by the Licensee, worldwide sublicence to use the specified digital work ("Item"), which includes images, graphics, and text, subject to the terms outlined below.
2. Scope of Sublicence
• 2.1 The sublicence permits the Licensee to use the Item to create a single end product ("End Product") for personal or client use.
• 2.2 The End Product may be distributed for free but cannot be sold to multiple clients.
• 2.3 Each Item will be named specifically and listed in the client's dashboard under "Documents."
3. Ownership and Future Additions
• 3.1 Agata Business Services retains full ownership of all initial Items supplied.
• 3.2 Any new elements (e.g., images, text) added by the Licensee after the initial delivery are not owned by Agata Business Services. The Licensee holds full responsibility for obtaining and maintaining any necessary licences for these additional elements.
4. Permitted Uses
• 4.1 The Licensee may modify, manipulate, and create derivative works from the Item solely for the purpose of creating the End Product as permitted under this Agreement. Any such derivative works shall remain subject to the terms of this Agreement, and the creation of derivative works does not grant the Licensee any ownership rights over the original Item or its components.
• 4.2 Combine the Item with other works to create an End Product.
• 4.3 The Licensee may not transfer, assign, or sublicense the Item, in whole or in part, without the prior written consent of Agata Business Services.
5. Restrictions
• 5.1 The Licensee may not resell the Item separately from the End Product.
• 5.2 The Item cannot be used in applications that allow end users to customise products (e.g., "on-demand" services) without additional licences.
• 5.3 The Licensee cannot extract components of the Item for standalone use.
• 5.4 Hiring third-party developers outside of Agata Business Services for technical services related to the licensed website is not permitted without prior written consent.
6. Intellectual Property and Third-Party Components
• 6.1 Agata Business Services holds a commercial subscription for Canva and Wix elements. All Canva and Wix elements used are covered under their respective commercial licences.
• 6.2 Third-party components with separate licences (e.g., Creative Commons, GPL) will be identified, and those licences apply accordingly.
• 6.3 The Licensee acknowledges that certain Items may incorporate third-party components (e.g., Canva, Wix), which are subject to the terms of their respective licences. While Agata Business Services maintains commercial subscriptions for such platforms, it is the Licensee’s responsibility to ensure compliance with any applicable third-party terms and conditions. Agata Business Services disclaims all liability for any changes to third-party licensing terms after the date of purchase.
7. Termination
This sublicence may be terminated immediately by Agata Business Services if the Licensee breaches any term of this Agreement, including but not limited to unauthorised resale, unauthorised third-party hiring, or failure to maintain proper licences for added content. In cases of material breach, Agata Business Services may provide written notice to the Licensee, allowing a period of 14 days to remedy the breach. If the breach is not remedied within this period, the sublicence will be terminated automatically. Upon termination, the Licensee must immediately cease all use of the Item, delete all copies from its systems, and confirm in writing to Agata Business Services that such deletion has occurred.
8. Legal Compliance
• 8.1 The Item must only be used for lawful purposes and not in any defamatory, obscene, or misleading context.
• 8.2 The Licensee is responsible for ensuring compliance with data protection laws, including GDPR.
• 8.3 Agata Business Services acts as a data controller with respect to any personal data collected directly from the Licensee for the purposes of fulfilling this Agreement. The Licensee is responsible for compliance with applicable data protection laws concerning any personal data processed in connection with the use of the Item. If Agata Business Services processes personal data on behalf of the Licensee, a separate Data Processing Agreement shall apply.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales. Before initiating legal proceedings, the parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiations. If the dispute cannot be resolved within 30 days, either party may refer the dispute to mediation administered in England and Wales. If mediation is unsuccessful, the dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.
10. Acknowledgement
By ticking the acceptance box during the purchase process on our online shop, the Licensee confirms that they have read, understood, and agreed to be bound by the terms of this sublicence. This electronic acceptance shall be deemed equivalent to a handwritten signature.
11. Limitation of Liability and Disclaimer of Warranties
11.1 Disclaimer of Warranties:
The Item is provided on an "as-is" and "as-available" basis without any warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or reliability. Agata Business Services makes no representations or warranties that the Item will meet the Licensee’s requirements, operate without interruption, or be error-free.
11.2 Exclusion of Liability:
To the fullest extent permitted by applicable law, Agata Business Services shall have no liability whatsoever to the Licensee or any third party for any loss, damage, cost, or expense of any kind, including but not limited to direct, indirect, incidental, special, consequential, punitive, or exemplary damages, arising out of or in connection with this Agreement or the use, inability to use, or performance of the Item, even if Agata Business Services has been advised of the possibility of such damages.
11.3 No Liability for Third-Party Claims:
Agata Business Services shall not be liable for any claims, demands, or actions brought against the Licensee by any third party, including but not limited to claims related to intellectual property infringement, data loss, or breach of data protection laws.
12. Force Majeure
Agata Business Services shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, war, terrorism, civil unrest, government restrictions, or cyberattacks. In such cases, Agata Business Services shall notify the Licensee promptly and make reasonable efforts to resume performance as soon as possible.
13. Acknowledgement
By ticking the acceptance box during the purchase process on our online shop, the Licensee confirms that they have read, understood, and agreed to be bound by the terms of this sublicence. This electronic acceptance shall be deemed equivalent to a handwritten signature.