PARTIES
(1) ‘The Company’ The Federation Against Copyright Theft Limited, whose registered office is at 7 Victory Business Centre, Worton Road, Isleworth, Middlesex TW7 6DB and
(2) ‘The Applicant’, the company, firm or person detailed on page 1 of the Accreditation Application Form

RECITALS
A The Applicant wishes to provide Industry Services to the Company and its Members and seeks accreditation by the Company and admission to the List of Accredited Businesses of the Company
B The Company has agreed to provide its Accreditation Services and if it is successful to accredit the Applicant in accordance with the terms set out in this Agreement

TERMS AND CONDITIONS OF ACCREDITATION
1 Definitions and Interpretation
The following terms shall have the following meaning for the purpose of this Agreement.
‘Accredited Business’ means a company, firm or person accredited by the Company and entered on the List of Accredited Members.
‘Accreditation Services’ means the services set out in the Schedule to this Agreement.
‘Company Logo’ means the name and/or logo of the Company, which shall include without limitation the trade mark or marks provided by the Company to the Applicant by disc or other electronic means
‘Company Members’ means the full and associate members of the Company as may be from time to time.
‘Fees’ means the appropriate fee together with VAT payable by the Applicant to the Company in accordance with Clause 3.
‘Intellectual Property Rights’ means all intellectual property rights including without limitation UK and Foreign (whether or not registered) design rights, copyrights and trade marks and trading names.
‘List of Accredited Businesses’ means the list as from time to time may be published by the Company, to its Company Members of Accredited Businesses providing the Industry Services in a secure manner.
‘Premises’ means all buildings, land, vehicles and other facilities without limitation, utilised by the Applicant to provide the Industry Services.
‘Industry Services’ means the services, which the Applicant desires to provide to Company and its Members including, but not limited to, duplication, destruction, waste disposal and recycling, and secure courier deliveries.
‘Term’ means the period of this Agreement being one calendar year from the date the appropriate Fees are paid in accordance with Clause 3.
2 Rights
The Applicant hereby engages the Company to procure the provision of Accreditation Services and accreditation as an Accredited Business.
3 Consideration
In consideration of the provision of Accreditation Services the Applicant agrees to pay the Company the following Fees:
3.1 Upon the initial application, except where the Accreditation Fee is paid, the Application Fee;
3.2 The Accreditation Fee for admission to the List of Accredited Businesses;
3.3 The Renewal Fee which shall be payable for each and every twelve month period for which the Applicant wishes to be an Accredited Business. If the Applicant does not renew following the completion of the Term the provisions of Clause 8 shall apply.
3.4 The Re-examination Fee pursuant to paragraph 6 of the Schedule to this Agreement:
in each case being the fee published from time to time by the Company on its website www.fact-uk.org.uk
3.5 Where notified on Page 1 of this application, Travel and Accommodation Expenses,
4 Applicant’s Warranties
4.1 The Applicant hereby warrants to the Company that:
4.1.1 it has disclosed to the Company the locations of all Premises and will notify changes of address and changes of business name;
4.1.2 it will disclose to the Company any further Premises which become operational during the Term, in respect of which the provisions of paragraph 6 of the Schedule to this Agreement shall apply.
4.2 The Applicant warrants and undertakes that it will carry out the Industry Services safely and securely and will:
4.2.1 comply with the advice of, and directions of the Company issued as part of the Accreditation Services;
4.2.2 notify the Company of any material lapses in security at the Premises or material losses of Company Members products transferred to the custody of, or properly in the control of the Applicant pursuant to the provision of the Industry Services, in which case the provisions of paragraph 6 of the Schedule to this Agreement may be invoked by the Company; and
4.2.3 if carrying out the destruction or recycling of Company Members’ products pursuant to the provision of the Industry Services, shall not issue a destruction certificate prior to the completion of those Industry Services.
4.3 The Applicant acknowledges that this Agreement shall not operate to grant, assign or transfer to the Applicant any Intellectual Property Rights in the Company Logo together with any good will in the same.
4.4 The Applicant warrants and undertakes to immediately discontinue any permitted use of the Company Logo in accordance with Clause 5.3 upon the expiration of the Term (unless the Agreement shall be renewed) and upon the suspension or termination of this Agreement in accordance with Clauses 6 or 7.
5 The Company’s Obligations
The Company shall:
5.1 Carry out the Accreditation Services in a fair manner with reasonable skill and care.
5.2 In the event of the successful completion of the Accreditation Services, procure that upon payment of the Fees that the name of the Applicant be entered onto the ‘List of Accredited Businesses’ as an Accredited Business for the duration of the Term subject to the provision of Clauses 6, 7 and 8.
5.3 Permit the Applicant to use the Company Logo and refer to itself as an Accredited Business.
6 Suspension
6.1 The Applicant agrees that the Company may by notice in writing suspend the Applicant as an Accredited Business from the List of Accredited Businesses in the event that:
6.1.1 the Applicant fails to maintain the Premises to the reasonable level of security prevailing at the time of the inspection pursuant to the Accreditation Services;
6.1.2 the Company becomes aware by whatever means, including the Applicant’s notification pursuant to Clause 4.2.2, of lapses in security at the Premises or material losses of Company Members products properly in the control of the Applicant pursuant to the provision of the Industry Services;
6.1.3 the Applicant’s failure to comply with the Applicant’s Warranties in Clause 4;
6.1.4 the Company becomes aware by whatever means of any infringement or alleged infringement by the Applicant of the intellectual property rights of the Company, its Company Members, or in any film, sound recording, musical work or computer programme;
6.1.5 the Company becomes aware by whatever means of any fraud perpetrated, or allegedly perpetrated by the Applicant, its directors or any of its Senior Management.
6.2 Suspension in accordance with Clause 6.1 shall be at the sole discretion of the Company and shall last as long as the event giving rise to it plus such further period as may reasonably be required by the Company to re-inspect the Premises in accordance with the Schedule to this Agreement.
7 Termination
The Company may at its sole discretion by notice in writing to the Applicant terminate this Agreement in the event that:
7.1 The Applicant’s Premises are found to demonstrate a serious lapse in the levels of security prevailing at the time of the Inspection(s) made pursuant to the Schedule to this Agreement by the Company.
7.2 The extent of any breach by the Applicant being the subject of a suspension notice issued pursuant to Clause 6.1, 6.1.4 and 6.1.5, being in the view of the Company so serious that it is not reasonable for the Applicant to remain an Accredited Business.
7.3 The Applicant’s failure to comply with the Applicant’s Warranties in Clause 4.
7.4 The Applicant becoming the subject of any insolvency, bankruptcy or winding up proceedings.
8 Effect of Suspension, Termination and Completion of Term
Upon suspension or termination of this Agreement in accordance with Clauses 6 and 7, or voluntary termination at the end of the Term:
8.1 The Applicant shall immediately cease using the Company Logo in accordance with Clause 4.4.
8.2 The Company shall remove the Applicant from the List of Accredited Businesses.
8.3 The Applicant shall cease to refer to itself as an Accredited Business.
8.4 The Company will notify its Member Companies of the suspension or termination of its Agreement.
8.5 In the event of a suspension of the Applicant being lifted pursuant to Clause 6, the Company shall notify the Member Companies accordingly and Clauses 8.2 and 8.3 shall cease to have effect pursuant to that particular exercise by the Company of its right to suspend the Applicant under Clause 7.
9 Waiver and Forbearance
The waiver or forbearance of the Company in the face of any breach of the Agreement by the Applicant shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provision and the Applicant’s obligations in respect of such future performance shall continue in full force and effect.
10 Limitation of Liability
Notwithstanding anything to the contrary in this Agreement, the Company shall not, except in respect of death or personal injury caused by the negligence of the Company be liable to the Applicant by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by the negligence of the Company or its employees or agents or otherwise) arising out of or in connection with any act or omission of the Company relating to the provision of Accreditation Services or any other duty under this Agreement.
11 Entire Agreement
These terms and conditions of this Agreement contains the entire understanding between the parties and any variation of the provisions of this Agreement shall have no effect unless in writing and signed by the parties.
12 Notices
Any notice to be served under this Agreement shall be in writing and served upon the recipient at its address set out at page 1 of Accreditation Application Form by hand, first class post or facsimile and shall be deemed served 48 hours after posting if sent by post, on delivery if delivered by hand and on completion of transmission if sent by facsimile.
13 Jurisdiction and Law
The construction validity and performance of this Agreement shall be governed in all respects by English Law and the Courts of England.
As witness

Signed: ……………………………

Dated: ……………………………..
On behalf of the Company

Signed: ……………………………

Dated: ……………………………..
On behalf of the Applicant

SCHEDULE

The Accreditation Services shall comprise:
1 The inspection of the Premises by the Accreditation Manager of the Company to establish that Applicant’s business provides a satisfactory level of security to Member Companies’ property in the custody and control of the Applicant pursuant to a contract between the Company or a Member Company and the Applicant.
2 The review by the Accreditation Manager with the Applicant of any issues relating to the security of such product, and to provide advice on how any security shortcomings may be addressed.
3 The Accreditation Manager shall advise to the Company whether the Premises and the Applicant provide a satisfactory level of security, in accordance with paragraph 1 of this Schedule and whether the Applicant is suitable to be an Accredited Business.
4 The Company shall decide whether to accept the Accreditation Manager’s report made pursuant to paragraph 3 of this Schedule and, subject to the payment of the Fees, include the Applicant to the List of Accredited Businesses. Alternatively the Company may refuse inclusion or require the Applicant to make such improvements specified in writing as to improve security of the Premises.
5 The decision as to whether the Applicant shall be included on the said List of Accredited Businesses shall be at the sole discretion of the Company.
6 The Company at its sole discretion may direct that a re-inspection be made by an Accreditation Manager at any time during the Term, including but not limited to the occurrence of a breach of any of the Applicant’s warranties in Clause 4. In the event that a re-inspection is necessary as a result of the operation of Clauses 4.1.2, 4.2.2 or 6, the Company at its sole discretion may require that the Re-examination Fee shall be paid by the Applicant.