GENERAL TERMS AND CONDITIONS OF THE EXCLUSIVE LICENCE FOR COMMERCIAL USE OF THE DESIGN
These General Terms and Conditions govern the grant of an exclusive licence for the commercial use of the design of a product presented on Levantin.it.
1. Parties and formation of the Agreement
1.1. The Licensor is Sergei Lvov, a sole proprietor registered in Italy, conducting his professional activities under the name Levantin Studio.
1.2. The Licensee is a natural person, legal entity or other organisation acquiring the licence exclusively in the course of its business or professional activities and not as a consumer.
1.3. An exclusive licence for each Licensed Product may be granted to one Licensee only. Full payment of the Licence Fee and the Licensor’s written Order Confirmation are conditions precedent to the formation of the Agreement. The Agreement is concluded when the Licensee receives the Order Confirmation following full payment.
1.4. If the selected Licensed Product has already been licensed to another party on an exclusive basis or is otherwise no longer available for exclusive licensing, the Licensor may reject the order and refund the amount received in full.
2. Subject matter of the Licence
2.1. The Licensor grants the Licensee an exclusive and limited licence to use the Design solely in connection with the Licensed Product for its serial manufacture, marketing, offering for sale and sale. The Licence may be assigned to another party only in accordance with Clause 9.6 of this Agreement.
2.2. Exclusivity is granted solely in respect of the specified type of furniture and does not extend to other products in the same Collection, even where they share similar forms, elements, proportions or an overall visual language.
2.3. During the term of the Licence, the Licensor shall not independently manufacture the Licensed Product or grant any other manufacturer the right to manufacture and sell it. The Licensor nevertheless retains the right to use the Design and to grant licences to other parties in respect of other products in the same Collection that are not expressly identified as the Licensed Product in the Order Confirmation.
2.4. The grant of an exclusive licence covering the entire Collection or several products within the Collection shall be subject to a separate written agreement between the Parties.
2.5. The specific Licensed Product, its product type, images, included variants, materials to be supplied, the Licence Fee and any additional terms 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 this Licence, the Licensee may:
a) prepare the production documentation required for manufacture, carry out technical adaptations in accordance with this Agreement, produce prototypes and manufacture the Licensed Product in series without any limitation on the number of units;
b) manufacture the Licensed Product directly or engage third-party manufacturers, suppliers and other contractors acting solely for and on behalf of the Licensee and acquiring no independent right to use the Design;
c) use the images, renderings, descriptions and other agreed promotional materials relating to the Licensed Product and supplied by the Licensor on the Licensee’s website, in catalogues, social media, press releases, presentations and other advertising or informational materials;
d) independently create photographs, videos, renderings, 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, commercial premises 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 sell it through the Licensee’s own or third-party websites, stores, marketplaces and other sales channels;
g) import and export the Licensed Product and transport, warehouse, store and otherwise hold it for the purposes of manufacture, promotion, offering for sale, sale and supply;
h) use the Licensed Product in commercial interiors, exhibition displays, advertising shoots and for other purposes directly connected with its promotion and commercialisation;
i) place the Licensee’s own trade 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 Agreement;
j) provide images, descriptions and promotional materials to distributors, dealers, architects, interior designers, media organisations and other partners solely for the purposes of promoting, offering for sale and selling the Licensed Product;
k) carry out, within the scope of the Licence, any other acts of use of the Design directly necessary for the manufacture, promotion, offering for sale, commercialisation, import, export, use and storage of the Licensed Product.
3.2. The rights set out in Clause 3.1 are granted exclusively in relation to the Licensed Product and do not include the right to create other types of products, derivative designs or separate intellectual property based on the Design.
3.3. The original 3D models, technical drawings, production files and other materials supplied by the Licensor that are not publicly available are confidential. The Licensee may disclose such materials only to its employees, third-party manufacturers, suppliers and other contractors who require them for the manufacture of the Licensed Product and who are bound by confidentiality obligations. The Licensee shall be responsible for their acts and omissions as if they were its own. The confidentiality obligation shall survive the termination of this Agreement and the Licence.
4. Restrictions
4.1. Without the Licensor’s prior written consent, the Licensee shall not:
a) make any material alteration to the form, proportions, construction or visual appearance of the Licensed Product;
b) create derivative products or derivative designs based on the Design;
c) register or attempt to register the Design, any material element of the Design, 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 agreed attribution of the author;
e) except as permitted under Clauses 3.1(b), 3.3 and 9.6, transfer or disclose the source materials to any third party for its independent use or for the manufacture of the Licensed Product on its own behalf or on behalf of any person other than the Licensee;
f) use the Design of the Licensed Product to create or manufacture other types of furniture within the same Collection unless the rights relating to such products are expressly included in the Order Confirmation.
4.2. Any technical modifications affecting the form, proportions, visible materials or external appearance of the Licensed Product must be agreed with the Licensor in writing in advance. Internal modifications that are strictly necessary for manufacture and do not alter the external appearance of the Licensed Product may be made independently by the Licensee.
4.3. Approval of any technical modification or adaptation shall not transfer to the Licensee any rights in the Design. Any adapted versions, variants and modifications to the external appearance of the Licensed Product shall remain subject to this Licence and may not be used, registered, assigned or licensed separately.
5. Intellectual property and authorship
5.1. All exclusive economic rights in and to the Design, the original 3D models, images, technical drawings and conceptual materials shall remain vested in the Licensor. The Licensor represents that it holds all rights and authorisations 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 of the Design.
5.2. This Agreement does not constitute an assignment of any exclusive rights or a transfer of title to the Design. The Licensee is granted an exclusive licence for the commercial use of the Design within the scope, territory and term specified in this Agreement.
5.3. When publishing, promoting or selling the Licensed Product, the Licensee shall identify the authorship of the Design using one of the following statements:
“Design by Levantin Studio” or “Design by Sergei Lvov”,
unless the Parties agree in writing on another form of attribution.
5.4. The Licensee may place its own 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 capable of registration, or that it benefits from the same level of legal protection in every country. Unless otherwise agreed by the Parties in writing, the Licensor is not required to register the Design or to maintain or renew any registration in any jurisdiction.
6. Manufacture and responsibility
6.1. The Licensee shall be solely responsible for the engineering development, preparation of technical 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 sold.
6.3. The Licensor shall provide the design concept and the materials specified on the relevant product page but shall not act as the manufacturer, production engineer or certification body.
6.4. The materials supplied constitute design documentation and are not intended to enable the direct commencement of serial manufacture without prior engineering review, the necessary technical adaptation, prototype manufacture and the required testing.
7. Licence Fee
7.1. The price of the exclusive Licence shall be the price stated on the relevant product page on the date of the order and shall constitute a one-time Licence Fee. No royalties or other recurring payments shall be payable.
7.2. The price of the Licence is stated exclusive of any applicable VAT. Bank charges and any other costs associated with payment shall be borne by the Licensee.
7.3. If the laws of the Licensee’s country require any tax to be withheld at source, the amount payable shall be increased so that, after the withholding, the Licensor receives the full amount of the Licence Fee.
7.4. Any additional adaptation of the Design or preparation of technical drawings, renderings or new product variants shall be charged separately on the basis of a proposal agreed between the Parties.
7.5. Access to the digital materials shall be granted after receipt of full payment and issuance of the Order Confirmation by the Licensor. Once access has been granted, the Licence Fee shall be non-refundable, except where otherwise expressly required by applicable law.
7.6. The digital materials shall be sent to the Licensee’s email address or made available for download within ten business days after receipt of full payment and issuance of the Order Confirmation by the Licensor.
8. Term, territory and exclusivity
8.1. The Licence is granted without a specified expiry date. In relation to exclusive intellectual property rights, it shall remain in effect for the full term of protection provided by the laws of each relevant country, including any renewals and extensions. The contractual obligations of the Parties, including the obligation of exclusivity, shall remain in effect until this Agreement is terminated in accordance with Clause 9.
8.2. The Licence shall apply worldwide, subject to the scope of the rights actually held by the Licensor in each relevant country.
8.3. In any country or during any period in which the Design does not benefit from exclusive legal protection, exclusivity shall operate as the Licensor’s contractual obligation not to independently manufacture or sell the Licensed Product and not to grant equivalent rights to any other party. The Licensor does not warrant that the Licensee will be able to prevent independent third parties from using the Design.
8.4. Exclusivity shall apply solely to the Licensed Product identified in the Order Confirmation and shall not extend to any other product in the same Collection that is not expressly included in the Order Confirmation.
8.5. The exclusivity granted shall not restrict the right of the Licensor or the authors to publish the Design in their portfolios, present it at exhibitions, competitions or in publications, claim authorship, or use the relevant materials for non-commercial professional, archival or educational purposes.
9. Assignment and termination of the Licence
9.1. The Licensee may independently determine when to commence, suspend or resume the manufacture and sale of the Licensed Product. The absence of manufacture or commercialisation shall not in itself constitute a breach of this Agreement or result in termination of the Licence.
If the Licensee has not commenced or has discontinued the manufacture and sale of the Licensed Product, the Parties may agree to assign the exclusive Licence to a third party in accordance with Clause 9.6. Either Party may propose a prospective new licensee. Upon the assignment becoming effective, the rights of the original Licensee shall cease.
9.2. The Licensor may terminate this Agreement and the Licence in the event of a material breach of these terms by the Licensee if the breach is not remedied within fifteen calendar days after receipt of written notice.
9.3. The Licensor may terminate this Agreement and the Licence with immediate effect in the event of an unauthorised assignment of the Licence or disclosure of the source materials, a breach of confidentiality, misappropriation of authorship, unauthorised registration of the Design or any rights relating to it, or any other material infringement of intellectual property rights.
9.4. Upon termination of the Licence, the Licensee shall immediately cease manufacturing, promoting, offering for sale and selling the Licensed Product and shall delete or destroy the original 3D models, technical drawings and other source materials received from the Licensor.
9.5. Termination of this Agreement or the Licence shall not entitle the Licensee to a refund of any Licence Fee already paid, except where otherwise required by mandatory applicable law.
9.6. The Licensee shall not grant any sublicence. The Licensee may assign the Licence in its entirety to another party only with the Licensor’s prior written consent and provided that the new licensee accepts in writing all rights, obligations and restrictions under this Agreement. The assignment shall take effect upon the Licensor’s written confirmation. From that time, all rights of the original Licensee shall cease.
10. Limitation of liability
10.1. The Licensor shall not be liable for manufacturing defects, technical solutions adopted by the Licensee, any act or omission of the Licensee’s manufacturers, suppliers or other contractors, any failure of the Licensed Product to comply with local requirements, or the sales volume, profitability, market acceptance or other commercial results arising from the manufacture or sale of the Licensed Product.
10.2. To the maximum extent permitted by applicable law, the Licensor’s total liability arising out of or in connection with this Agreement shall be limited to the amount of the Licence Fee actually received.
10.3. The Licensee shall indemnify and hold the Licensor harmless from and against any claims, damages, liabilities, penalties and reasonable costs arising out of the manufacture, safety, certification, promotion, distribution or sale of the Licensed Product.
11. Governing law and dispute resolution
11.1. This Agreement shall be governed by the laws of the Italian Republic.
11.2. The Parties shall use all reasonable efforts in good faith to resolve through direct negotiations any dispute arising out of or in connection with this Agreement.
11.3. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Monza, Italy, except where otherwise required by mandatory applicable law.
12. Final provisions
12.1. These General Terms and Conditions, the page of the selected product, the Order Confirmation and any written supplemental agreements between the Parties shall together constitute the entire Agreement.
12.2. In the event of any inconsistency, any individually negotiated written terms agreed between the Parties shall prevail over these General Terms and Conditions.
12.3. The Licensor may amend these General Terms and Conditions only in relation to future orders. A Licence already purchased shall remain governed by the version of the General Terms and Conditions in effect on the date of payment.
12.4. Communications sent using the email addresses specified by the Parties shall constitute a valid means of reaching agreements and delivering legally effective notices under this Agreement.
12.5. The provisions relating to intellectual property, authorship of the Design, confidentiality, liability, governing law and dispute resolution shall survive the termination of this Agreement and the Licence.
12.6. If any provision of this Agreement is found to be invalid, unlawful or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.
Licensor Details:
Levantin Studio
Sergei Lvov
Via Lazzaretto 3
20821 Meda (MB), Italy
Tax identification number: LVVSRG90D28Z154Z
VAT number: 13766730967
levantindesign@gmail.com
Levantin.it