NON-EXCLUSIVE COMMERCIAL LICENCE GENERAL TERMS AND CONDITIONS
These General Terms and Conditions govern the grant of a non-exclusive licence for the commercial use of the design of a product presented on Levantin.it.
1. Parties and conclusion of the Contract
1.1. The Licensor is Sergei Lvov, a sole proprietor carrying on his professional activity under the studio name Levantin Studio.
1.2. The Licensee is a natural person, legal entity or other organisation having the capacity to enter into this Contract, who acquires the licence exclusively in the course of its business or professional activity and not as a consumer.
1.3. A non-exclusive licence for the same Licensed Product may be granted concurrently to multiple Licensees.
Full payment of the Licence Fee and the Licensor’s written Order Confirmation are necessary conditions for the conclusion of the Contract. The Contract shall be deemed concluded when the Licensee receives the Order Confirmation following full payment.
2. Subject matter of the Licence
2.1. The Licensor grants the Licensee a limited, non-exclusive and non-transferable licence to use the Design solely in relation to the Licensed Product for its manufacture without any limitation on quantity, promotion, offering for sale and sale.
2.2. The Licence is non-exclusive and may be granted concurrently to other licensees. The Licensor retains the right to use the Design directly and to grant equivalent rights to other manufacturers without the Licensee’s consent.
2.3. The Licence is granted solely in respect of the specified type of furniture and does not extend to other products belonging to the same Collection, even where they have similar forms, elements, proportions or an overall common design language.
2.4. The Licensor retains the right to use the elements and design language of the Collection and to grant third parties licences for other products belonging to the same Collection that are not expressly identified in the Order Confirmation as the Licensed Product. A licence covering the entire Collection or several products belonging to it shall be subject to a separate written agreement between the Parties.
2.5. The Licensed Product, its type, images, included variants, materials to be supplied, Licence Fee and any additional conditions shall be specified on the relevant product page and in the Order Confirmation. The version of the product page in effect on the date of payment shall apply.
3. Rights granted
3.1. Subject to the term, territory and other conditions of the Licence, the Licensee shall have the right to:
a) prepare the documentation necessary for production, carry out technical adaptations in accordance with this Contract, make prototypes and manufacture the Licensed Product in series without quantity limitations;
b) manufacture the Licensed Product directly or engage third-party manufacturers, suppliers and other contractors acting exclusively on behalf and in the interests of the Licensee, provided that they acquire no independent right to use the Design;
c) use the images, visualisations, descriptions and other agreed promotional materials supplied by the Licensor in relation to the Licensed Product on its website, in catalogues, on social media, in press releases, presentations and other advertising or informational materials;
d) independently create photographs, videos, visualisations, catalogues and other materials depicting the manufactured Licensed Product and use them for its promotion and commercialisation;
e) advertise, promote, present and exhibit the Licensed Product at exhibitions, trade fairs, presentations, competitions, showrooms, retail spaces and other public or professional events;
f) offer for sale, place on the market, sell and supply the Licensed Product, distribute it through distributors, dealers and other commercial partners, and market it through its own or third-party websites, shops, marketplaces and other sales channels;
g) import and export the Licensed Product and transport, warehouse and store it for the purposes of production, promotion, offering for sale, sale and supply;
h) place its own business name and trade mark on the Licensed Product, its packaging, accompanying documentation and advertising materials, subject to compliance with the Design attribution requirements set out in this Contract.
3.2. The rights set out in Clause 3.1 are granted solely in relation to the Licensed Product and do not include the right to create other types of products, derivative designs or separate intellectual property assets based on the Design.
3.3. The Licensee may not assign or otherwise transfer the Licence or grant any sublicence. Except as expressly permitted under Clause 3.4, the Licensee may not sell, transfer, lend, temporarily make available or otherwise provide any third party with the Design, original 3D models, technical drawings or other materials received.
3.4. The Licensee may provide the production files required by its employees, third-party manufacturers, suppliers and other contractors solely to the extent necessary to manufacture the Licensed Product on behalf and in the interests of the Licensee. Such disclosure shall not constitute a sublicence and shall not grant the recipient any independent right to use the Design or manufacture the Licensed Product for itself or for any third party.
3.5. The original 3D models, technical drawings, production files and other non-public materials supplied by the Licensor are confidential. The Licensee shall ensure that all recipients of such materials comply with the confidentiality obligations and shall be responsible for their acts and omissions as if they were those of the Licensee. The confidentiality obligation shall survive the termination of the Contract and the Licence.
4. Restrictions
4.1. Without the Licensor’s prior written consent, the Licensee may not:
a) make any material alteration to the form, proportions, structure or external appearance of the Licensed Product;
b) create derivative products or derivative designs based on the Design;
c) register or apply to register the Design, any of its material elements, the name Levantin Studio or any similar sign as a registered design, trade mark or other intellectual property right;
d) claim authorship of the Design or conceal, remove or alter the attribution agreed between the Parties;
e) except as permitted under Clause 3.4, transfer or provide the source materials to third parties for their independent use or for the manufacture of the Licensed Product for themselves or for any person other than the Licensee;
f) use the Design of the Licensed Product to create or manufacture other types of furniture belonging to the same Collection unless the rights relating to such products are expressly included in the Order Confirmation.
4.2. Technical modifications affecting the form, proportions, visible materials or external appearance of the Licensed Product must be agreed in advance with the Licensor in writing. Internal modifications strictly necessary for production that do not alter the external appearance of the Licensed Product may be made independently by the Licensee.
5. Intellectual property and authorship of the Design
5.1. All exclusive economic rights in the Design, original 3D models, images, technical drawings and conceptual materials shall remain vested in the Licensor. The Licensor represents that it holds all rights and authority necessary to grant this Licence. The right of authorship, the author’s right to be identified and all other moral rights shall remain vested in the author or authors of the Design.
5.2. This Contract does not provide for the assignment of any exclusive rights or the transfer of ownership of the Design. The Licensee is granted only a limited, non-exclusive licence to use the Design in accordance with the terms of this Contract.
5.3. When publishing, promoting or selling the Licensed Product, the Licensee shall provide attribution using one of the following statements:
“Design by Levantin Studio” or “Design by Sergei Lvov”,
unless the Parties agree in writing on a different form of attribution.
5.4. The Licensee may place its own business name and trade mark on the Licensed Product and the related advertising materials, provided that the agreed attribution of the Design is retained.
5.5. The Licensor does not warrant that the Design is registered or registrable, or that it benefits from the same level of legal protection in every country. Unless otherwise agreed by the Parties in writing, the Licensor shall have no obligation to register the Design or to maintain or renew its registration in any jurisdiction.
6. Production and responsibility
6.1. The Licensee shall be solely responsible for the engineering development, preparation of production documentation, selection of materials, manufacture of prototypes, testing and certification of the Licensed Product.
6.2. The Licensee shall be responsible for the safety and quality of the manufactured Licensed Product and for its compliance with the technical requirements and applicable laws of every country in which it is manufactured or marketed.
6.3. The Licensor provides the design concept and the materials specified on the product page but does not act as the manufacturer, production engineer or certification body.
6.4. The materials supplied constitute design documentation and are not intended for the direct commencement of serial production without prior engineering review, the necessary technical adaptations, the manufacture of a prototype and the performance of the required tests.
7. Licence Fee and payment terms
7.1. The Licence Fee shall be the amount stated on the relevant product page on the date of the order and shall constitute a one-time payment. No royalties or other periodic payments shall be payable.
7.2. The Licence Fee is stated exclusive of any applicable VAT. Bank charges and any other costs associated with payment shall be borne by the Licensee. Where the laws of the Licensee’s country require tax to be withheld at source, the amount payable shall be increased so that, after the deduction of such withholding tax, the Licensor receives the Licence Fee in full.
7.3. Any additional adaptation of the Design, preparation of technical drawings or visualisations, or development of new variants of the Licensed Product shall be charged separately on the basis of an agreed quotation.
7.4. Access to the digital materials shall be provided following receipt of full payment. Once access has been provided, the Licence Fee shall be non-refundable, except where expressly required by applicable law.
7.5. The digital materials shall be sent to the Licensee’s email address or made available for download no later than ten business days after receipt of full payment.
8. Term and territory
8.1. The Licence is granted without a specific expiry date. In respect of the intellectual property rights licensed under this Contract, the Licence shall remain effective for the full period of protection provided by the laws of each relevant country, including any extensions and renewals. The Parties’ contractual obligations shall remain in effect until the Contract is terminated in accordance with Clause 9.
8.2. The Licence shall apply worldwide, to the extent of the rights actually held by the Licensor in the territory of each relevant country.
8.3. The Licence is granted exclusively to the Licensee identified in the Order Confirmation, may not be transferred to any third party and does not extend to any affiliate, successor, purchaser of the Licensee’s business or other entity unless otherwise agreed with the Licensor in writing.
9. Termination of the Licence
9.1. The Licensor may terminate the Contract and the Licence in the event of a material breach of these terms by the Licensee, provided that the breach is not remedied within fifteen calendar days after receipt of written notice.
9.2. The Licensor may terminate the Contract, with immediate termination of the Licence, in the event of any unauthorised transfer of the Licence or the original materials, the grant of a sublicence, a breach of confidentiality, false attribution of authorship of the Design, unauthorised registration of rights in the Design or any other material infringement of intellectual property rights.
9.3. Upon termination of the Licence, the Licensee shall immediately cease manufacturing new units of the Licensed Product and any further use of the Design and the promotional materials received, and shall delete or destroy the original 3D models, drawings and other original materials received.
9.4. Termination of the Contract or the Licence shall not entitle the Licensee to a refund of any Licence Fee already paid, except where expressly required by mandatory provisions of applicable law.
10. Limitation of liability
10.1. The Licensor shall not be liable for manufacturing defects, technical solutions adopted by the Licensee, any acts or omissions of the Licensee’s contractors or suppliers, any failure of the Licensed Product to comply with applicable laws, or the sales volume, profitability, market acceptance or any other commercial results arising from the manufacture and sale of the Licensed Product.
10.2. To the maximum extent permitted by applicable law, the Licensor’s aggregate liability arising out of or in connection with the Contract shall be limited to the amount of the Licence Fee actually received by the Licensor. This limitation shall not apply in the event of the Licensor’s wilful misconduct or gross negligence, or in any other case in which liability may not be excluded or limited under applicable law.
11. Governing law and disputes
11.1. This Contract shall be governed by the laws of the Italian Republic.
11.2. The Parties shall attempt in good faith to resolve any dispute through negotiation.
11.3. Any dispute arising out of or in connection with this Contract shall be subject to the exclusive jurisdiction of the Court of Monza, Italy, except where otherwise provided by mandatory provisions of applicable law.
12. Final provisions
12.1. These General Terms and Conditions, the page of the selected product, the Order Confirmation and any written amendments agreed by the Parties shall together constitute a single Contract.
12.2. In the event of any conflict, any terms individually agreed by the Parties in writing shall prevail over these General Terms and Conditions.
12.3. The Licensor may amend these General Terms and Conditions in respect of future orders. A Licence already purchased shall remain subject to the version in effect on the date of payment.
12.4. Communications sent through the email addresses specified by the Parties shall constitute a valid means of agreeing contractual terms and sending legally effective notices.
12.5. The provisions relating to intellectual property, attribution of authorship of the Design, confidentiality, liability, governing law and dispute resolution shall survive termination of the Contract and the Licence.
12.6. If any provision of this Contract is invalid, unlawful or unenforceable, this shall not affect the validity or enforceability of its remaining provisions.
Licensor Details:
Levantin Studio
Sergei Lvov
Via Lazzaretto 3
20821 Meda (MB), Italy
Tax Code: LVVSRG90D28Z154Z
VAT No.: 13766730967
Levantindesign@gmail.com
Levantin.it