EULA

Who we are

We are Inhouse Type Ltd (we/us/our) a limited company incorporated in England and Wales under registered company number 14117819. Our registered address is Shadingfield, Elm Bank Road, Wylam, United Kingdom, NE41 8HS.

Defined Terms

The following definitions shall apply in this Agreement:

• Agreement: means, together, the Order Confirmation and EULA.
• EULA means this end-user licensing agreement.
• c.Font(s): means, together, the Typeface(s) and Software as specified in the Order Confirmation.
• Intellectual Property Rights: means, patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Order: the order for licence of the Font(s) placed via the www.inhousetype.com website.
• Order Confirmation means the order confirmation document provided to you at the time of placing your Order.
• Permitted Uses: means the uses for which the Font(s) are permitted, as further specified in the Order Confirmation.
• Software: means the proprietary software code or sets of instructions forming human-readable source code and/or machine-readable object code provided to you in connection with the Order, which together or individually allows the Typeface(s) (or any part thereof) to be visually displayed by digital or electronic means.
• Sublicensees: has the meaning given in clause 4(a.b)(v).
• Typeface(s): means the set of typographical design features of letters or glyphs (including, without limitation, letters, numbers, punctuation marks, and all other symbols), and the sizes, weights, and styles thereof, specified in the Order Confirmation.

General

• By downloading and/or using the Font(s) (or any part thereof), whether on behalf of yourself or a business, you warrant and represent to us that you have full authority to enter into this Agreement on behalf of that entity (and to legally bind that entity to those terms).
• It is important that you read and retain a copy of this Agreement for future reference.
• We may amend or make changes to this EULA from time to time to reflect changes to our products or business. Please check this EULA each time you use our website or purchase a licence for use of the Font(s) (or any part thereof) from us to ensure you understand the terms that apply at that time.
• Where reference is made to a ‘reasonable period’, the same shall mean as soon as reasonably possible, and in any event, no more than 14 days from the date on which the period commences.

Licence grant

• Subject always to your timely and ongoing compliance with the terms of this Agreement, we hereby grant to you a non-exclusive, non-transferable licence to use the Font(s) for the purposes, and to the extent, set out in the Permitted Uses (as further specified in the Order Confirmation).
• You hereby undertake not to grant (whether by yourself or any other party) any licence permitting any third party to exercise the rightsgranted pursuant to this Agreement.
• If the Font(s) have been provided to you on a ‘trial’ basis, you undertake not to use those Font(s) beyond the trial period, and not use the Font(s) for any purposes other than as expressly specified at the time of completing and order for the same.

Intellectual Property Rights

• We are the owner (or, where stated, licensee) of all Intellectual Property Rights in the Font(s), wherever in the world arising, whether registered or unregistered (and including any application), including copyright and all related and neighboring rights, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off in any and all of the Font(s) and you hereby acknowledge that the same are protected within the UK under the Copyright, Designs and Patents Act 1988, and in other territories internationally in accordance with each relevant territory’s national laws and treaties.
• Other than to the extent expressly set out in this Agreement, nothing herein shall be deemed to grant any right, title or interest in or to the Intellectual Property Rights subsisting in the Font(s).
• The Software will be supplied in machine executable code.

Your warranties

• Except as expressly set out in the Order Confirmation, you will not copy, alter, modify, combine, convert, rent, sublicence, merge or otherwise transfer or distribute the Font(s) or any part thereof.You must also not disassemble, decompile, reverse engineer or create derivatives based on the whole or part of the Font(s).
• You warrant and represent to us that:

1. you will not use, and will not cause or authorise any other party to use, the Font(s) (or any part thereof) nor any materials produced using or encompassing the Font(s) (or any part thereof), if doing so would be outside the Permitted Uses.
2. you will not modify, adapt or change the Font(s) (or any part thereof) or the Software file type;
3. you will use best endeavours to protect the Font(s) (and any part thereof) from unauthorised access and use by third parties (including by ensuring that your systems and network uses up-to-date and modern security software and procedures to prevent unauthorised access to the Font(s));
4. you will not use, and will not cause or permit any other party to use, the Font(s) in any manner which, in our reasonable opinion, is likely to damage, weaken or otherwise be detrimental to the reputation or goodwill associated with us or the Font(s);
5. you will not allow any third party licensees, including any third party service provider(s),(Sublicensees) to make any use of the Font(s)unless we have otherwise expressly authorised you to do so in advance in writing within the Order Confirmation. Where we have permitted such use, you acknowledge and agree that those Sublicenseesmay only do so as is strictly necessary to enable you to use the Font(s) (or any part thereof) for the Permitted Uses;
6. you will ensure all Sublicensees use the Font(s) only on your written instructions (and that such instructions shall not be contrary to the terms of this Agreement);
7. you will not provide the Font(s) to Sublicensees (or any other party) as an executable or installable file unless otherwise permitted in writing as part of the Order Confirmation;
8. where the Permitted Uses expressly authoriseuse of the Font(s) in a manner accessible by third parties (including by your customers), you will distribute the Font(s) only in a format that obfuscates and/or encrypts the Font(s) or which otherwise prevents such third party accessing (whether by reverse engineering or otherwise) the file formats of the Font(s) (and any part thereof), unless otherwise agreed in advance in writing;
9. you will immediately notify us upon becoming aware of any actual or likely infringement of the Intellectual Property Rights in the Font(s) (or any of them) and, where applicable, any actual or suspected breach of the Agreement, and that you shall provide all assistance as reasonably required by us in order to investigate and resolve the matter ; and
10. you will be responsible for all taxes, charges and levies payable in respect of your licensing of the Font(s) (or any of them).

Any breach of the warranties set out in this paragraph 4 shall be considered a material breach of this Agreement not capable of remedy.

Embedding

• Except as otherwise set out in this Agreement, embedding and transmitting the Font(s) is prohibited.
• Where the Permitted Uses expressly permit use in respect of .pdf creation and external distribution of the resulting .pdf documents to end users for the purpose of those end users to download/access the document, you and all Sublicensees (whether acting by themselves or by their employees, officers, suppliers, contractors and/or agents, as the case may be) may embed the Font(s) (or any of part thereof) within a file intended for consumption by that end user, in accordance with Permitted Uses. You will use all reasonable endeavours to ensure that the Font(s) is not distributed as, or within, an executable or installable file, nor that the Font(s) is installed on or within any end user’s hardware operation system, by you, the Sublicensees or their employees, suppliers, contractors or agents.
• c.Where the Permitted Uses allow use in respect of webpages, you and any Sublicensees (by themselves or by their employees, suppliers, contractors and/or agents) may only put online and/or link (excluding hotlinking) to the .WOFF, and .WOFF2, and/or Web-Only .TTF file formats of the Font(s) (or any part thereof), provided the same is within the scope of the Permitted Uses. You will ensure that you, Sublicensees, and their employees, suppliers, contractors and agents will not put online and/or link to any other file format, including, but not limited to, TrueType or OpenType. Use of the Font(s) with web font technologies other than @Font-Face, such as (by way of example, not limitation), slFR, Cufon or typeface.js is not permitted save as expressly set out in the Permitted Uses.

Artificial Intelligence and machine learning

• You shall not, and shall not permit any third party to, access, use, copy, reproduce, extract, modify, or process the Font(s) or any part thereof, for any purpose related to "Artificial Intelligence"/ “AI”, or "Machine Learning".
• For the avoidance of doubt, the following activities are strictly prohibited under this Agreement:

1. Training and Learning: Using the Font(s), or any part thereof, to train, test, validate, verify, or fine-tune any Artificial Intelligence system, machine learning model, neural network, or similar algorithmic system.
2. Generative Content: Using the Font(s), or any part thereof, as an input or reference material for the generation of synthetic data, synthetic text, or new font designs (whether vector or raster) by an AI system.
3. Text and Data Mining: Any text and data mining (TDM) of the Font(s), or any part thereof, for the purpose of developing, improving, or training AI systems, regardless of whether such activity is conducted for non-commercial or research purposes.
4. RAG and Vectorization: Ingesting the Font(s), or any part thereof, into vector databases or using them for Retrieval-Augmented Generation (RAG) workflows.

• To the fullest extent permitted by applicable law, the Licensee agrees that any statutory exception or limitation regarding text and data mining (including, without limitation, Section 29A of the Copyright, Designs and Patents Act 1988) shall not apply to the Font(s) for the purposes of this clause 6.

Our Warranties

• We warrant that, for a period of 14 days from placing an Order, the Font(s) thereunder will, under normal use in accordance with the Agreement, operate or perform for the Permitted Uses.
• The warranty contained in clause 7a shall not apply to the extent:

1. that you fail to use reasonably modern and commonly utilised technology, software, hardware, operating personnel and/or operating environments (i.e. an outdated printer);
2. the failure of the Font(s) (or any part thereof) results from any modification, or actual or attempted file format alteration, to the Font(s) (or any part thereof) other than by or on our behalf;
3. that any person or that us has attempt to rectify the failure;
4. the failure is attributable to causes external to the Font(s) (or any part thereof) including but not limited to failure or fluctuation of electrical supplies, hardware failures (including failure of the hardware on which the Font(s) is installed), use on or within antiquated hardware or software, accidents or natural disasters;
5. the Font(s) has been used outside any of the Permitted Uses,
6. and, in any case, is subject to you providing to us on request and without undue delay:
7. full written reports regarding the failure of the Font(s) and the circumstances of the failure; and
8. any other information reasonably requested by us for the investigation of the failure.

• In relation to a breach of clause 7a, the sole and exclusive remedy available to you will be, at our sole discretion, either:

1. the repair or replacement of the Software (or any part thereof) that is in breach of the warranty; or
2. a refund of the fee (not including any interest) paid by you for the defective Software.

• Except for warranties expressly set out in this clause 7, the Typeface(s) and Softwareare delivered “as is” and we make, and you receive, no additional express or implied warranties in regards to the same.
• We hereby expressly disclaim any and all other warranties of any kind or nature concerning the Typeface(s) and Software, whether express or implied, including without limitation, any warranty or title, merchantability, fitness for a particular purpose, performance levels, non-infringement, non-interference with enjoyment, operation without interruption, errors within the Typeface(s) and Software, course of dealing, or usage in trade.

Consumer rights – cancellation

• Notwithstanding any other provision of this Agreement, you will benefit from the following statutory rights when you transact with us as a ‘consumer’ (within the meaning of s. 2(3) of the Consumer Rights Act 2015 (CRA)) and nothing herein has the intention or effect of limiting such rights:

1. you have 14 days after the date we confirm your order to change your mind about your purchase of the Software, but you lose this right as soon as you start to download the Software. If you do change your mind, please contact us via contact@inhousetype.com. If you are eligible to cancel, we will refund you as soon as we can, and within 14 days of you telling us that you have changed your mind;
2. the Software must be as described, fit for purpose and of satisfactory quality. If the Software is faulty, you’re entitled to a repair or replacement. If the fault cannot be fixed, or if it hasn’t been fixed within a reasonable period of time and without significant inconvenience, you can get some or all of your money back. If you can show the fault has damaged your device and we haven’t used reasonable care and skill in supplying the Software to you, you may be entitled to a repair or compensation.

Should you have any questions regarding your statutory rights, you will be able to find out more here: https://www.citizensadvice.org.uk/consumer/

Limitation of Liability

• This section sets out our total liability to you in respect of:

1. this Agreement; and
2. any and all statements, representations, tortious acts, omissions (including negligence), or any of them, arising under or in connection with this Agreement,

• and whether the event giving rise to such liability arises from our own acts and/or omissions, or those of our employees, officers, agents, subcontractors or consultants.
• In no circumstances shall we be liable for any loss of profits, goodwill, reputation, business, anticipated savings, contracts, goods, data (or corruption of that data) or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
• Our liability for all other claims arising from or in connection with this Agreement shall be limited to the amount paid-up by you to us in respect of the Order in which such liability arises.
• Notwithstanding any other provision of this Agreement, nothing in this Agreement has the intention or effect of excluding or limiting:

1. our liability to you for death or personal injury resulting from negligence; or
2. our liability to you for any damage or liability you incur as a result of fraud or fraudulent misrepresentation;
3. your statutory rights as a ‘consumer’, as defined in s. 2(3) CRA.

Data Protection

Where we process your personal data, we will do so in accordance with the terms of our privacy policy, available here.

Compliance Information and Audit

• You will provide to us in writing, and without undue delay, all such information and evidence as we reasonably require to determine and verify your compliance with the Agreement (“Compliance Information”). Provision of the Compliance Information will be provided by you to us within a reasonable timescale agreed between us, and in the absence of such agreement, no later than 10 days of our written request.
• If in our opinion (acting reasonably) you fail to provide such Compliance Information in accordance with clause 11a or we otherwise have reason to believe that such Compliance Information is inaccurate or fraudulent, then, provided we give at least 5 days' prior written notice and comply with such written confidentiality undertakings as reasonably required by you, we (or our professional advisers) may during GMT 9am to 5pm on any business day (Monday – Friday), audit and take copies of relevant records, and other documents as we (acting reasonably) deem necessary to verify your compliance with the terms of this Agreement. If such inspection reveals a discrepancy between actual use of the Font(s) (or any part thereof) and the Permitted Uses, you shall immediately pay on demand the shortfall in licence fees that would have been payable in respect of such unlicensed use (to be determined on the basis of the going-rate payable in respect of such uses), and reimburse us in respect of any reasonable professional charges incurred for such audit, inspection and rectification and for the reasonable cost associated with and incurred in the course of any reaudit conducted within the 24 month period following such audit that revealed a shortfall.

Fees and Payment

• Any rights or licencegranted to you (whether in accordance with the terms of this Agreement or otherwise) is in consideration of, and subject to, you paying the fees (and applicable taxes) for the Font(s)in full to us calculated in accordance with our then current price list and the information provided during the order process of which acceptance of this Agreement is a necessity.
• Unless otherwise agreed in writing, you will pay our invoices immediately as part of the order process of which acceptance of this Agreement is a necessity.We shall make the Font(s) available to you in the applicable format as set out in the Order Confirmation terms as soon as reasonably possible following receipt of full payment.
• If this Agreement terminates for any reason, all amounts due to us shall become immediately payable. This is without prejudice to any other right of ours to claim interest under the law or under this Agreement.

Additional Licences

• You may, from time to time, purchase additional licensed rights.
• If you wish to purchase additional licences or additional scope under such licences, you shall request this from us in writing. We shall evaluate such request and respond with approval or rejection of the request and confirm how much such additional licences or scope (versus your current scope) the additional licence(s) will cost.
• If we approve your request to purchase and you agree with the fee proposed, you shall pay to us the relevant fees for such additional licensed rights as applicable as set out by us.

Indemnity

You hereby agree to indemnify, defend and hold us harmless, against any and all losses, costs (including legal, recovery, and accounting costs), damages, liabilities, expenses, management time, and all other losses of whatever nature (Losses), suffered or incurred by us as a result of, or in connection with: a) your breach of this Agreement;b) the acts and/or omissions of your employees, officers, suppliers, contractors, agents, or Sublicensees). You acknowledge and agree that, under this clause, you shall be liable to pay to us on demand an amount equivalent to the licence fees you would have been required to pay had a licence been sought from us as of the date of first unauthorised use (such fees being calculated on the basis of the ‘going rate’ applicable to the licence(s) we offer which authorize such use).

Termination

• Without prejudice to any other rights or remedies which the parties may have, and any other rights of termination set out in the Order Confirmation, either party may terminate this Agreement without liability to the other immediately on giving written notice to the other if:

1. that other commits any material breach of its obligations under this Agreement(which, if remediable, is not remedied within 14 days (or where the breach is in relation to a failure to pay any amount due, 7 days) after the service of written notice specifying the breach and requiring it to be remedied); or
2. that other commits any non-remediable material breach; or
3. that other ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement) or becomes insolvent or is otherwise deemed (acting reasonably) unable to pay its debts within the meaning of the insolvency legislation applicable to that party.

• On termination of this Agreement for any reason:

1. you shall immediately pay to us all of our outstanding unpaid invoices and interest;
2. you (and any third party to whom the Font(s) have been made available) shall immediately and irretrievably delete the Font(s) from your systems;
3. any right, remedy, obligation or other liability of either party that exists at termination will not be affected.This includes the right to claim damages for any breach of this Agreement which existed on or before the date of termination; and
4. any section which expressly, or by implication, has effect after termination shall continue in full force and effect.

Assignment

You may not assign, charge, sub-contract, sublicense (unless expressly permitted to do so in this Agreement) or otherwise dispose of any of its rights or obligations under this Agreement without our prior written consent.

Waiver

The rights of either party arising out of any provision of this Agreement or any breach of it shall not be waived except in writing.Any waiver by either party of any of its rights under this Agreement or of any breach of this Agreement shall not be construed as a waiver of any other rights or of any other or further breach.

Entire Agreement

This Agreement (and any document referred to in it) constitutes the entire agreement of the parties with respect to its subject matter. Each party warrants to the other that, in entering into this Agreement it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this section limits or excludes any liability for fraud.

Severability

All agreements and covenants contained in this Agreementare severable and in the event of any of them being held to be invalid, unlawful or unenforceable to any extent by any competent court this Agreement shall be interpreted as if such invalid unlawful or unenforceable agreements or covenants were not contained within this Agreement.

Notice

• Any notice given pursuant to this Agreement shall be in writing signed by, or on behalf of, the party issuing the notice. A notice shall be served by personal delivery or prepaid recorded delivery first class post (or registered airmail in the case of an address for service outside the United Kingdom) to the address given for the relevant party at the beginning of this Agreement or, in relation to any party, such other address for service in the United Kingdom as that party may from time to time notify to the other.
• For the purpose of this Clause 18, a ‘Business Day’ is a day when the banks in Amsterdam, The Netherlands are open for business.In the absence of evidence of earlier receipt and subject to clause 20c, notices served in accordance with clause 18 a. shall be deemed to have been received:

1. if delivered personally, at the time of actual delivery to the address referred to in clause 20a;
2. if served by prepaid recorded delivery first class post, two Business Days from the date of posting; and
3. if served by registered airmail, five Business Days from the date of posting.

• If deemed receipt under clause 20b. occurs on a day which is not a Business Day or after 5.00 p.m. on a Business Day, the relevant notice shall be deemed to have been received at 9.00 a.m. on the next Business Day.
• For the avoidance of doubt, notice given under this Agreement shall not be validly served if sent by fax or e-mail.

Licence and Marketing

You hereby grant to us the right and permission to (a) reference the relationship between us and you, (b) your use of the Font(s) (including reference to your business name, trade mark, and/or service mark), and (c)display screenshots, photographs and captures of your use of the Font(s)(and you hereby agree to promptly, within a reasonable period, supply copies of materials as reasonably requested by us to display the same).

Law

1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
2. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).