Brand Restrictions

1. Marketing and Sales

1.1  The Authorised Retailer shall sell the Goods as principal only.

1.2  The Authorised Retailer has been approved by Enesco as a retailer of the Goods, Enesco being satisfied that the Authorised Retailer shall market and sell the Goods in a manner that maintains the high quality public image, branding and reputation of the Goods and shall operate high standards of shop fitting and display in respect of the Goods and must only use Enesco's approved assets and content for all digital and online marketing and advertisement. 

1.3  All catalogues, literature, advertisements and other promotional copy used by the Authorised Retailer (including material used on its own website) in its promotion or resale of the Goods which incorporate references to Enesco, its corporate name or any of the Brand Names (“Brand Names” being the name Enesco and any brand names of the Goods forming part of the collections Enesco displays on its website at www.enesco.co.uk from time to time) must be submitted to Enesco for written approval prior to printing, use or publication by or on behalf of the Authorised Retailer. 

1.4  The Authorised Retailer must not represent itself or its business, whether by way of its website, its internet marketing or otherwise, in a manner which is likely to cause the viewer to believe that the Authorised Retailer is, or that it or its website is associated or affiliated with or endorsed by, Enesco (and/or Enesco LLC) in any capacity other than as an authorised reseller of the Goods.  Without limitation to the generality of this obligation, the Authorised Retailer must ensure that it does not register or use a domain name that consists of or includes any of the Brand Names, or any confusingly similar term to any of the Brand Names.

1.5  Enesco reserves the absolute right to terminate the contract in accordance with clause 10 of the T&Cs should it believe the marketing and sales activities of the Authorised Retailer are damaging the public image, branding and reputation of Enesco and/or the Goods. 

2. Willow Tree Brand Restrictions 

2.1  The following provisions of this clause 11 apply specifically and additionally to the Willow Tree brand and are without prejudice to clause 10 above.

2.2  The Authorised Retailer may not use a domain name that includes the terms “willow tree” (as two words, one word or in any form). 

2.3  The Authorised Retailer’s website must display a prominent disclaimer stating: “Willow Tree is a registered trademark of Susan Lordi. The right to distribute Willow Tree® products in Europe, Canada, Azerbaijan, Bahrain, Cyprus, Lebanon, Turkey and South Africa is granted under a licence exclusive to Enesco, LLC and its subsidiaries. Other than in its capacity as an independent authorised reseller, neither the owner of this website nor this website is affiliated with, endorsed by or sponsored by Susan Lordi, DEMDACO, Enesco Ltd and/or Enesco, LLC.” 

2.4  Any copyright notice displayed on a reseller’s website that refers to copyright ownership of the website (as opposed to the copyright ownership of the Willow Tree products) must be in the name of the owner of the website and may not include the term “willow tree.” For example, if ABC Company operates a website on which authorised Willow Tree products are sold, the copyright notice for the website (not the Willow Tree products) should read: “© 2023 ABC Company.” The Authorised Retailer must not present its website or use its internet marketing efforts in a manner which would cause the viewer to believe that the website is associated with or endorsed by Willow Tree, DEMDACO, Enesco Ltd and/or Enesco LLC in any capacity other than an authorised reseller of Willow Tree® products. 

2.5  If the Authorised Retailer decides to market online in a manner inconsistent with these conditions, Enesco may exercise its right not to make further sales to that account, as well as take such action as may be necessary to protect the intellectual property rights associated with Willow Tree® products.

3. Yankee Candle Brand Restrictions

3.1 The following provisions of this clause 3 apply specifically and additionally to the Yankee Candle Goods (defined in 3.2 below) and are without prejudice to clause 1 above.

3.2 The Authorised Retailer acknowledges and agrees that the brand image associated with Yankee Candle branded goods (including Yankee Candle, WoodWick, Chesapeake Bay and all associated sub-brands) ("Yankee Candle Goods") is of critical importance and must be uniformly represented. The Authorised Retailer shall not:

3.2.1 create, register or otherwise seek or maintain any interest whether directly or indirectly in any domain name or social media handle which contains all or any words of (or words confusingly similar to) any brands or trade marks associated with the Yankee Candle Goods or any part of the same and any local language versions thereof (a "Brand Domain Name"). In the event that the Authorised Retailer or any of its customers (who are not end users) registers or otherwise has an interest in any Brand Domain Names, in addition to any rights or remedies available to Enesco, the Authorised Retailer shall at its sole expense cause such Brand Domain Name to be immediately transferred to Enesco or such third party as designated by Enesco. The Authorised Retailer shall notify Enesco immediately in writing if any internet keywords or adwords that contain any of the brands or trade marks associated with the Yankee Candle Goods are offered to the Authorised Retailer for purchase or ownership;

3.2.2 create or permit any linking from any other website to any website developed or maintained by any owner or distributor of Yankee Candle Goods, but shall establish such hyperlinks or other link or connection to such website or other websites as Enesco may request in writing from time to time;

12.2.3 create a website that purports to be an official website of any of the Yankee Candle Goods, without Enesco's explicit and prior written consent, as the Authorised Retailer acknowledges and agrees that this could cause confusion for customers as to who the seller of the Yankee Candle Goods is;

3.2.4 cause or allow all or any part of any brands or trade marks in the Yankee Candle Goods to be otherwise used or displayed, in whole or in part, in any electronic mail address.

3.3 The Authorised Retailer shall not promote, advertise for sale or sell the Yankee Candle Goods on online marketplaces, which for the purposes of this conditions means a third party e-commerce site or platform, including but not limited to, eBay and Amazon which enables users to acquire or purchase one or more goods or services from multiple parties or sellers. For the avoidance of doubt Authorised Retailers and its customers are not under any restriction to sell Yankee Candle Goods on their own websites.

3.4 The Authorised Retailer shall not use social media to promote or advertise or reference the Yankee Candle Goods without Enesco's prior written consent. Where Enesco provides such consent the Authorised Retailer must:

3.4.1 strictly comply with the social media policy and guidelines issued by Enesco in relation to the use of such account or site;

3.4.2 ensure that any such site or profile does not contain pages where third parties can upload content which cannot be edited and/or deleted; and

3.4.3 at the request of Enesco, grant to Enesco and/or any Yankee Candle brand owner, administrator rights or other control in respect of any online networking site relating to the Yankee Candle Goods.

3.5 For the avoidance of doubt, none of the restrictions above shall exclude passive sales.

4. Licences, Consents and Confidentiality

4.1  If any licence or consent of any nature whatsoever is required by the Authorised Retailer for the acquisition, carriage or use of the Goods then the Authorised Retailer shall obtain the same at its own expense. Failure to do so shall not entitle the Authorised Retailer to withhold or delay any payment due to Enesco nor shall it entitle the Authorised Retailer to cancel any contract or order for the Goods.

4.2  All designs, specifications, drawings, documents, information and know-how disclosed by Enesco to the Authorised Retailer shall be treated by the Authorised Retailer as confidential. The Authorised Retailer shall not at any time disclose deal with or use such information except as authorised by Enesco, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. The Authorised Retailer shall indemnify Enesco against any loss or damage including costs and expenses arising as a result of any breach by the Authorised Retailer of the provisions of this sub clause.