signature marks set out
in Schedule 1;
"V Marks" means the registered trade marks and trade mark applications listed in
Schedule 2, Part B, as updated from time to time; and
"Vouchers" means any payment or replenishment service, facility or method in
card and electronic form (including top up cards, electronic top up and ATM/SMS
top up) through which a Customer can purchase any products or services relating
to the Licensed Activities, but excluding gift tokens or gift vouchers.
1.2
THE HEADINGS IN THIS DEED ARE INSERTED
ONLY FOR THE PURPOSE OF CONVENIENCE AND SHALL NOT AFFECT THE CONSTRUCTION OF
THIS DEED.
1.3
THE SCHEDULES FORM PART OF THIS DEED.
1.4
REFERENCES TO ANY STATUTE OR STATUTORY
PROVISION OR ORDER OR REGULATION MADE THEREUNDER SHALL INCLUDE THAT STATUTE,
PROVISION, ORDER OR REGULATION AS AMENDED, MODIFIED, RE-ENACTED OR REPLACED FROM
TIME TO TIME.
1.5
WORDS DENOTING THE SINGULAR SHALL
INCLUDE THE PLURAL AND VICE VERSA.
1.6
REFERENCES TO A PARTY OR THE PARTIES IS
TO A PARTY OR THE PARTIES (AS THE CASE MAY BE) TO THIS DEED AND SHALL INCLUDE
ANY PERMITTED ASSIGNEES OF A PARTY.
1.7
REFERENCES TO THE MASCULINE, FEMININE OR
NEUTER GENDER RESPECTIVELY INCLUDES THE OTHER GENDERS AND ANY REFERENCE TO THE
SINGULAR INCLUDES THE PLURAL (AND VICE VERSA).
1.8
A PERSON INCLUDES ANY INDIVIDUAL, FIRM,
CORPORATION, UNINCORPORATED ASSOCIATION, GOVERNMENT, STATE OR AGENCY OF STATE,
ASSOCIATION, PARTNERSHIP, JOINT VENTURE OR OTHER ENTITY (WHETHER OR NOT
INCORPORATED OR HAVING A SEPARATE LEGAL PERSONALITY).
15
1.9
A PERSON INCLUDES A REFERENCE TO THAT
PERSON'S LEGAL PERSONAL REPRESENTATIVES AND SUCCESSORS.
1.10
A COMPANY SHALL BE CONSTRUED SO AS TO INCLUDE
ANY COMPANY, CORPORATION OR OTHER BODY CORPORATE WHEREVER AND HOWEVER
INCORPORATED OR ESTABLISHED.
1.11
WRITING SHALL INCLUDE ANY MODES OF
REPRODUCING WORDS IN A LEGIBLE AND NON-TRANSITORY FORM AND "WRITTEN" SHALL BE
CONSTRUED ACCORDINGLY.
1.12
REFERENCES TO "INCLUDES" AND "INCLUDING"
SHALL MEAN "INCLUDES WITHOUT LIMITATION" AND "INCLUDING WITHOUT LIMITATION".
1.13
WHERE ANY RIGHTS ARE STATED AS BEING LICENSED
UNDER THIS DEED ON AN "EXCLUSIVE" BASIS, IT SHALL MEAN THAT ONLY THE LICENSEE
AND MEMBERS OF THE NTL GROUP ARE PERMITTED TO USE SUCH RIGHTS AND (FOR THE
AVOIDANCE OF DOUBT) VEL, ANY MEMBER OF THE VIRGIN GROUP AND ANY VIRGIN COMPANY
SHALL NOT BE PERMITTED TO UTILISE SUCH RIGHTS.
2.
ACKNOWLEDGEMENTS AND CONDITIONALITY
2.1
THE LICENSEE ACKNOWLEDGES:
(A)
RECEIPT OF THE TM GUIDELINES;
(B)
THAT ALL RIGHTS IN THE MARKS BELONG TO VEL;
(C)
SAVE AS EXPRESSLY SET OUT IN THIS DEED, THAT NO
MEMBER OF THE NTL GROUP SHALL ACQUIRE OR CLAIM ANY TITLE TO ANY OF THE MARKS BY
VIRTUE OF THE RIGHTS GRANTED TO THEM BY THIS DEED OR THROUGH THEIR USE OF THE
MARKS EITHER BEFORE OR AFTER THE DATE OF THIS DEED;
(D)
EXCEPT IN RESPECT OF TRADE MARKS THAT ARE THE
SUBJECT OF AN ASSIGNMENT TO AND/OR RE-FILING BY NTL PURSUANT TO CLAUSES 7.5,
9.13 AND 9.14 OF THIS DEED, THAT ALL GOODWILL GENERATED OR ACCRUED BY THE USE OF
THE MARKS BY