Small business End User Licence Agreement

BY CLICKING ON THE “ACCEPT” BUTTON (IF ORDERING ONLINE), PROVIDING DIGITAL SIGNATURES AND/OR BY CONTINUING TO ACCESS OUR SERVICE AND USE OUR FONT AND/OR RETURNING YOUR ACCEPTANCE (IF ORDERING VIA ANY OTHER MEANS) YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DISCONTINUE THE ORDER PROCESS NOW. WHERE YOU ARE USING THIS SERVICE ON BEHALF OF A BUSINESS, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS CONTRACT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY).

Fontsmith Limited operates exclusively on a B2B basis, it does not contract directly to the general public. It does not deal with consumer sales and/or licensing. By continuing you are confirming that you are not a consumer for the purposes of the Consumer Credit, Consumer Rights, and Sale of Goods legislation and that you are in business and placing an order for the purpose of that business and not for personal use.

What is the SME Licence?

The next level from our Studio Licence up is our Licence for Small to Medium Enterprises with up to 250 employees. We offer this at 2 levels, up to 50 Employee users and up to 250 employee users. This licence is designed for all the key needs of a Small to Medium Enterprise. If you are a design company you can buy this licence for your client.

The benefits this Licence provides are features most small or medium organisations need, like the ability to share the font with suppliers and multiple font formats, as well as a Self-Hosted webfont for up to a total of 100,000 page views per month.

Where you have opted in the order process to purchase a subscription based time limited licence, the licence shall continue in force for the period of time for which you have purchased it, subject to renewal as set out below.

Things included:

  • You can install the font on your ‘Server’ (as defined below).
  • You may permit a number of Suppliers (as specified during the order process) to use the Font Software for the sole purpose of providing you services.
  • You can use the fonts to make bitmap graphics such as gif, jpg, and png for use on a website or mobile app.
  • You can use the fonts in any country.
  • You can use the fonts in your Website (price includes up to 100,000 page views per month).
  • You can use the fonts on either a perpetual or subscription basis, as agreed during your order process.

Things not included:

  • You cannot use this licence in Document Composition systems, Billing etc. (go to Brandfont® licence).
  • You cannot use this licence as a broadcaster/TV channel (go to Brandfont® licence).
  • Manufacturers/developers who want to include our fonts within their software product or service must contact us for a separate licence.
  • You must not commit the Font to any public GIT repository, even to make available to licensed users. Any such act would constitute an unlicensed distribution (making available the Font to unlicensed users) of our Font which is strictly not permitted. Any unauthorised distribution via such repositories shall constitute a material breach of our licence terms.
  1. Orders and Licence Parameters

    1. This agreement shall come into force when you [tick the box/click accept] if purchasing online, or upon your acceptance of an offer we make to you, or if you continue to engage Fontsmith following receipt of these terms. Our agreement shall continue in accordance with these terms and conditions.
    2. Subject to you making payment in accordance with the terms and conditions of this agreement, Fontsmith hereby grants you a non-exclusive, non-transferable right to install and Authorised Users (being all employees, agents and independent contractors directly engaged by you) to use the “Font Software” (being means software or instructions in OpenType and/or TrueType formats which, when used on an appropriate device or devices, generates typeface and typographic designs and ornaments) on your Workstations or Server (being any hardware component you own which an Authorised User is able to give commands that are followed by the Font Software or server to which an Authorised User may access via networked hardware or on which assets for the Website are held) for your “Internal Business Use” (being use of the Font Software for your internal business purposes and benefit only) for use on the Website (being the website you inform Fontsmith of as part of the order process) only. The usage is permitted up to the limit of 100,000 page views purchased in relation to the total number of Website views per month (any views in excess will require an extension purchased in accordance with Clause 2). Nothing herein, other than Clauses 1.6 and 1.7, shall allow the transfer of any rights granted in the Font Software. This clause sets out the basis of the ‘SME Licence’.
    3. On request from Fontsmith you shall promptly provide written documentation confirming your use of the Font Software and the Website it is embedded within. You will also make available such analytics data as to satisfy Fontsmith as to the number of Website views that occur within any time period.
    4. You under take that:
      1. you have truthfully, accurately and properly disclosed the total number of Authorised Users engaged by you and that the SME Licence level is correct relative to this;
      2. you shall permit Fontsmith to audit your company records to ensure the number of Authorised Users you disclosed is correct and to verify the data provided in accordance with these terms. Such audit may be conducted no more than once per quarter, at Fontsmith’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
      3. if any of the audits referred to in Clause 1.4.2 reveal that you have underpaid fees to Fontsmith, then without prejudice to Fontsmith’s other rights, you shall pay to Fontsmith an amount equal to such underpayment as calculated in accordance with the prices set out in Fontsmith’s up to date price list as is in force from time to time for a SME Licence (including those prices applicable to additional users and suppliers), Digital Licence (where such audit reveals a shortfall in page views permitted) or other applicable licence within 10 business days of the date of the relevant audit, without prejudice to any of Fontsmith's rights including that for infringement for use of the Font Software beyond the parameters licenced for.
    5. You shall not:
      1. use the Font Software for any purpose other than the Internal Business Use;
      2. use the Font Software on any website other than the Website;
      3. use the Font Software in any broadcast branding;
      4. embed the Font Software into any mobile or computer application;
      5. other than the rights granted in Clause 1.6, supply the Font Software to any third party, including suppliers or printers you may use.
    6. You may provide the Font Software to a supplier (“Supplier(s)”) who is carrying out activities that constitute or are integral to your Internal Business Use. Subject to prior written approval from Fontsmith and payment of any additional fees that may fall due as set out by Fontsmith in response to such request, you may provide the Font Software to such additional Suppliers. The supply to Suppliers is. subject to:
      1. you being responsible for the acts and omissions of such Supplier as though they were your own acts and omissions under this agreement;
      2. you making the Supplier fully aware of the content and terms of this agreement;
      3. you maintaining a full accurate and up-to-date list of all Suppliers to whom the Font Software has been supplied.
    7. You may wish to purchase an SME Licence on behalf of your client (the “End Client”) and shall confirm this as part of the order process. Where you so purchase the SME Licence on behalf of an End Client shall have the right to sub-licence the rights granted under this Clause 1.5 to the End Client. You shall not have any rights granted under this Clause 1 following such sub-licence (or should you be appointed as a ‘Supplier’ of the End Client. Any provision that refers to ‘you’ regarding the calculation of the size of the SME Licence required or the right of Fontsmith to audit the use of the Font Software shall apply and be given in respect of the End Client and you hereby warrant that you will make the End Client expressly aware of this agreement and its requirement to observe and uphold the terms contained herein. You shall at all times be responsible for the acts and omissions of the End Client as though they were your own under this agreement.
    8. Where the licence purchased is for an agreed subscription period as agreed during the order process with Fontsmith, the licence granted in accordance with Clause 1.2 shall remain in force for the agreed period subject to the remainder of this clause. Unless you provide Fontsmith with written confirmation no later than 30 days prior to the end of the then current licence period, the licence granted shall renew for a further period of equal time to the initial period chargeable at Fontsmith's then current published price list (if available) or if no price list is available, at the same price as was charged for the initial period. Fontsmith shall raise an invoice to you following such renewal and you shall pay such amount in accordance with Clause 3.
    9. For the avoidance of doubt, you may use Fontsmith typefaces (as generated by the Font Software) to create logos. Provided that the fonts are licensed correctly and the Font Software files (i.e. Opentype, TrueType, WOFF or WOFF2) are not embedded within, or distributed with, the logo artwork.
  2. Extension to SME Licence

    1. Subject to Clause 2.2 and 2.3, you may, from time to time purchase an extension to the SME Licence (including the right to provide the Font Software to Suppliers in accordance with Clause 1.6 or an extension to 250 Authorised Users from 50 Authorised Users) and Fontsmith shall extend the licence granted in accordance with Clause 1 in accordance with the provisions of this agreement. Should you require an extension to the permitted page views of the Website on which the Font Software is embedded, we shall provide you with a quote for a Digital Licence (please note, the Digital Licence does not ‘top up’ the number of page views permitted, but relates to the total page views).
    2. If you to purchase an extension in accordance with Clause 2.1, you shall notify Fontsmith in writing. Fontsmith shall evaluate such request for the extension and respond with approval or rejection of the request and set out what additional fees will be due to incorporate such request.
    3. If Fontsmith approves your request to extend the SME Licence and you approve the additional fees due, you shall, within 14 days of the date of Fontsmith’s invoice, pay to Fontsmith the relevant fees for such extension.
  3. Fees and Payment

    1. Any rights or licence granted to you under this agreement is in consideration of, and subject to, you paying the fees in full to Fontsmith calculated in accordance with the information provided during this order process of which acceptance of this agreement is a necessity. Prior to confirming your order, Fontsmith shall set out the fees. The SME Licence purchased by you pursuant to Clause 1 (and Clause 1.1, where applicable) entitles Authorised Users to access and use the Font Software in accordance with this agreement available for either up to 50 Authorised Users or up to 250 Authorised Users. The required level is dictated by the number of employees you have (and not by the number of employees who will be accessing/have access to the Font Software).
    2. You will pay our invoices within 14 days of the invoice date or as part of this order process. Payment must be made in full to our bank account stated on our invoice and as directed by Fontsmith.
    3. Where applicable, if for any reason you are late paying any invoice, we may decide to charge you compounding interest at a rate of 3% above the base rate of HSBC (UK). Whilst there are any outstanding invoices, we may suspend any licence granted in relation to the Font Software.
    4. 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.
  4. Other Terms

    1. This agreement incorporates by reference all of the terms and Standard Conditions of Sale that can be seen on our website which you hereby confirm you have read and agree to as part of this agreement. If you would like a hard copy of these, please request them from Fontsmith.

Updated: 22 March 2019