Licence Agreement

TNG Global Alliance
Licence Agreement (“Licence Agreement”)

Last Updated: 25 September, 2015

True North Group Limited (“TNG” or “Licensor”) is a New Zealand company with a mission to connect the world’s accounting profession to allow them to be more productive and successful. TNG offers membership to TNG Global, an online community via its Website at www.tng-global.com.

One of the services offered to Members is the TNG Global Alliance which grants members use of the TNG name, logo and brand as provided in this Licence Agreement.

THIS IS A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR USE OF TNG’s BRAND NAMES AND MATERIALS. BY USING THE TNG BRAND MATERIALS YOU AGREE TO THESE TERMS, AS MAY BE AMENDED FROM TIME TO TIME AT TNG’s ABSOLUTE DISCRETION. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORISED TO USE THE BRAND MATERIALS.

Brand Names
TNG owns and uses the following names on a global basis (“Brand Names”):

• True North Group;
• The domain: www.tng-global.com
• TNG taglines: ‘Global Professional Services’; and ‘giving your business direction’;
• TNG Global – ‘the Global Community for Accountants’ (“TNG Global”);
• TNG Global Alliance; and TNG Alliance (“the Alliance”);
• The domain: www.tngalliance.com
• Focus Systems & Support (“Focus”).

The Brand Names include any similar name, mark or other method of identification which may or is likely to confuse a reasonable person with respect to the Brand Names including but not limited to the use of similar colours or colour schemes or abbreviations of TNG or Focus or any part thereof.

Brand Materials
TNG as the owner of the Brand Names has developed certain logo’s, marks, taglines, colours, designs, marketing materials, tools and systems to promote the Brand Names (“Brand Materials”). Brand Materials includes the Brand Names.

TNG Global Alliance
TNG Global Alliance is the brand name used by TNG to refer to an association of legally independent member firms. As a prerequisite to joining the TNG Global Alliance, a person must first become a member of TNG Global in accordance with the Membership User Agreement.

TNG Global Alliance is an association that does not fall within the definition of “network” under the International Federation of Accountants (IFAC) Code of Ethics, section 290 and the European Union Statutory (revised 8th Company Law) Directive. Each member is legally independent and is expected to abide by the standards of service expected by their recognised professional body. (https://www.ifac.org/system/files/publications/files/ifac-code-of-ethics-for.pdf)

Licence
Members wishing to join the TNG Global Alliance must obtain a licence from TNG to use the Brand Materials in accordance with the terms of this Agreement.

“Licence” means the licence of rights to the you, the Licensee under this Licence Agreement.

In consideration of payment of monthly Membership fees, TNG grants to the Licensee the Licence which is a limited, non-exclusive, non-transferable licence, without right to sub-licence. TNG reserves all rights not expressly granted to the Licensee in this Licence.

Your membership of TNG Global is a single user licence (individual or legal entity), and permits a single user Account (username and password). However, provided at least one of your Firm’s principals has joined the TNG Global Alliance, your Firm may use the TNG name and logo (“brand materials”) to promote your Practice as a whole, be it business stationery, a website or marketing, as long as you follow our Brand Guidelines.

Except as provided in this agreement, this Licence is personal to the Licensee and the Licensee shall not assign, transfer, sell or attempt to assign, transfer or sell the benefit thereof or any part of it.

Services
TNG’s Services (“Services“) are as defined in the Membership User Agreement.

Date of Effect
By registering to join the TNG Global Alliance, and/or downloading and using the Brand Materials you are agreeing to the terms of this Licence Agreement. You will receive an email confirming that your application has been accepted, however, this Licence Agreement becomes effective on the date you click the link on our website (the button: “Join the TNG Global Alliance”, “Submit” or similar), or when you download or use the Brand Materials, whichever is earlier.

Brand Guidelines
The document, Guidelines to Using Brand Materials (“Brand Guidelines”), has been designed to provide you with valuable information about how to use, and best promote, the benefits of your membership of TNG Global Alliance to employees, clients, and your community. By entering this agreement you are agreeing to follow the Brand Guidelines for using TNG’s brand materials.

Intellectual Property
The Brand Materials, the domain www.tng-global.com and TNG’s  graphics, logos, designs, page headers, button icons, scripts, service names and any other intellectual property are the sole and exclusive intellectual property of TNG.

TNG’s intellectual property may not be used in connection with any product or service without the prior written consent of TNG. Notwithstanding the foregoing, the Brand Materials available through the TNG Global Alliance download from this Site, may used by members as specified in this Licence Agreement.

Termination
In accordance with the User Agreement, TNG may suspend or terminate your Membership Account with TNG Global at any time at its sole discretion. Furthermore, TNG may suspend your Account without notice, and with immediate effect.

In the case of termination, TNG will provide the Member with 7 days advance notice in writing by email. Upon membership termination, monthly membership fees will cease to be charged.

Upon termination of membership, the Member will also cease to be a member of the TNG Global Alliance, and having their Licence terminated, shall have no further rights to use the Brand Materials whether under common or other law, statute or otherwise.

The Licensee must relinquish and shall have no further rights to the use of any name, brand or mark or other method of identification of the Licensee which TNG consented to in accordance with this agreement.

The termination of this agreement shall not affect any right of action which may have accrued to either party in respect of any breach prior to the date of such termination.

General
This licence agreement shall be governed by the laws of New Zealand, and the parties agree to submit to the exclusive jurisdiction of the Courts of New Zealand.

The official language for purposes of this Agreement and the operation of the TNG Website, is English.

Neither party hereto shall be entitled to assign this Agreement or its rights or obligations hereunder without the consent of the other first being obtained.

The obligations of this Agreement survive termination or purported termination of this Agreement.

This Agreement becomes binding on the parties upon the member registering to join the TNG Global Alliance and downloading the Brand Materials (as described in this Agreement).

How to contact us
If you have questions or comments about these Terms of Service, please email us at: [email protected] or contact us at:

True North Group Limited
PO Box 91211
Victoria Street West,
Auckland 1142
New Zealand