Terms & Conditions


1. PARTIES

This Agreement is made between (each a “party” and together the “parties”) on acceptance of the terms and conditions tick box at the end of the application process via https://tabletop.thegbexchange.com/application which requires completion by the supplier.


(1) “GBE” : The Great Product Exchange Limited t/a the Great British Exchange

Registered Office : Unit 1 & 2 Kingsley Farm, Kingsley Road, Harrogate, North Yorkshire, HG1 4RF

Company No : 09189901

Country of Incorporation : England and Wales


(2) “The Supplier” : As set out by the supplier in the application process

Registered Office : As set out by the supplier in the application process

Trading Address : As set out by the supplier in the application process

Company No : As set out by the supplier in the application process


2. THE AGREEMENT

The “Agreement” comprises the Contract Details set out in this Part A and the Terms and Conditions set out in Part B.

If there is a conflict between the terms of any of the documents that comprise the Agreement, such conflict or inconsistency shall be resolved according to the following order of priority (a) Part A (the Contract Details) and (b) Part B (Terms and Conditions).

GBE has built up a strong relationship with JLP (as defined in Part B) sourcing British made products for JLP to sell through its stores. For certain of its stores JLP wishes to have temporary “pop-up” shops within that store. In consideration of the fees stated in the Agreement and on the terms of the Agreement GBE agrees to arrange with JLP for the Supplier to have access to the JLP store and the area which JLP may in its absolute discretion decide the pop-up shop will be located. GBE will provide the point of sale system (including training for the Supplier’s staff to use the point of sale system). The Supplier agrees to staff, manage and run the pop-up shop for the Pop-up Period.


3. SPECIFIC CONDITIONS

Fees and Invoicing Arrangements : GBE will request a 20% deposit (Inc VAT) for the space fee and raise an invoice to the supplier on confirmation of booking.

GBE will request the 80% balance (Inc VAT) for the space fee 14 days before the date on commencement of the Pop Up Shop and raise an invoice to the supplier.

If a booking is made within 2 weeks of attendance, full payment for the space must be made by Supplier upon confirmation of booking.

Once the Pop Up has finished GBE will provide the supplier with a sales report detailing all items sold throughout the event.

GBE will purchase the goods from the supplier at 80% of the net sales value plus VAT where applicable.

The supplier will invoice GBE for the goods within 7 days after the Pop Up event finishing

Payment Terms : GBE will pay the supplier’s invoice for the purchase of goods 14 days after the last day the Pop Up event finished

Cancellation : If the Supplier cancels within 2 weeks of the first day of attendance no refund for the space will be given

If the Supplier cancels in writing with more than 2 weeks notice of attendance, a full refund for the 20% deposit plus any additional payment for the space received by GBE from the supplier will be processed.


PART B – TERMS AND CONDITIONS


1. Interpretation

   1.1. Expressions defined in Part A (Contract Details) shall, when used in these conditions have the same meaning.

   1.2. In these conditions the following additional definitions apply: Confidential Information - confidential information of GBE or JLP including, in the hands of the Supplier:

      a) all information in whatever form (including, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to:

         i) the business, customers, suppliers, products, pricing, plans, market opportunities, affairs and finances of GBE or JLP;

         ii) the operation, processes, product information, know how, designs or trade secrets of GBE or JLP; and

      b) the terms of this Agreement; in each case whether or not such information (if in anything other than oral form) is marked confidential;

Designated Hours : the opening hours for the JLP Store as notified by GBE to the Supplier from time to time;

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, performer's property rights, rights in computer software, database right, topography rights, rights in Confidential Information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, these rights, and all similar or equivalent rights or forms of protection in any part of the world;

JLP : The John Lewis Partnership, including the following entities:

      a) John Lewis PLC; and

      b) any person which is from time to time a subsidiary undertaking of John Lewis PLC; and

      c) a parent undertaking of John Lewis PLC; and/or

      d) any other subsidiary undertaking of such parent undertaking;

Services : the services as defined in clause 3.1;

Unit : selling space within the JLP Store designated for the sale and supply of the Goods by the Supplier to JLP’s customers as notified by GBE to the Supplier from time to time;

   1.3. The headings of clauses in this Agreement are for convenience only and shall not affect their interpretation.

   1.4. A reference to a statute or statutory provision:

      1.4.1. is a reference to it as amended, extended or re-enacted from time to time and

      1.4.2. shall include all subordinate legislation made from time to time under that statute or statutory provision.

   1.5. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

   1.6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

   1.7. In this Agreement:

      1.7.1. a reference to a "person" includes any individual, company, corporation, firm, partnership, joint venture, association, state, state agency, institution or trust (whether or not having a separate legal personality); and

      1.7.2. the expressions "subsidiary undertaking" and "parent undertaking" have the meanings given to them by the Companies Act 2006.


2. The Goods

   2.1. The Supplier warrants, represents, undertakes and guarantees that all Goods supplied under this Agreement shall:

      2.1.1. correspond with the applicable specification stated in the Application;

      2.1.2. be new and unused;

      2.1.3. be free from defects (manifest or latent) in design, materials and workmanship;

      2.1.4. be of satisfactory quality and fit for the purpose held out by the Supplier or for the purposes for which they are intended as agreed between the parties;

      2.1.5. comply with all applicable UK statutory requirements including all applicable legislation, regulations, statutory codes of practice and British and European standards;

      2.1.6. comply with such handling, packing, packaging and labelling instructions as GBE may specify from time to time; and

      2.1.7. not infringe the intellectual property rights or other rights of any third party.

   2.2. The warranties in clause 2.1 above are in addition to any obligations implied by law, trade usage or otherwise. The Supplier acknowledges and agrees that the approval by GBE of any designs provided by the Supplier will not relieve the Supplier of any of its obligations under this clause 2.

   2.3. The Supplier undertakes that the Goods are safe and without risk to health when properly used and comply in all respects with all relevant statutes, regulations, bye laws and standards in force at the date of delivery. The Supplier shall, in particular, supply in respect of the Goods full, complete and accurate information about their use and proper evidence of all tests and examinations and research relating to them.

   2.4. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement.

   2.5. The Supplier shall maintain reasonable stocks of the Goods sufficient to meet the anticipated demand of the Goods as agreed between the parties.

   2.6. All Goods located in a Unit, or the JLP Store shall, until sold to a customer remain the property of the Supplier. Title to the Goods shall pass immediately at the point of sale of the Goods to a customer.

   2.7. GBE or its nominee shall, upon reasonable notice, have the right to inspect any premises of the Supplier which is used either directly or indirectly in supplying Goods under this Agreement.


3. The Services

   3.1. The Supplier shall provide the following Services:

      3.1.1. delivery of the Goods to the JLP Store;

      3.1.2. set up of the Unit at the beginning of the Pop-up Period and take down of the Unit at the end of the Pop-up Period (save for any fixtures, fittings or equipment that belong to GBE or JLP in relation to which the Supplier shall follow GBE’s instructions on take down);

      3.1.3. ensure that the Unit is at all times during the Designated Hours kept neat and tidy and stocked with Goods; and

      3.1.4. ensure that the Unit is at all times during the Designated Hours appropriately staffed to deal with demand for Goods.

   3.2. The Supplier undertakes

      3.2.1. to carry out the Services in accordance with the terms of this Agreement and:

         3.2.1.1. the standards reasonably expected of a professional entity carrying out the Services;

         3.2.1.2. all relevant laws, regulations or codes of practice which may be applicable to the Services (including in relation to dealing with consumers) and in a manner so as to ensure the safety of customers at the JLP Store;

         3.2.1.3. such policies and procedures as notified to the Supplier from time to time; and

         3.2.1.4. GBE’s instructions from time to time including, but not limited to, any instructions relating to health and safety;

      3.2.2. not to use the Intellectual Property Rights of GBE or JLP (including in either case its name or trademarks) in any manner or form without GBE’s prior written consent;

      3.2.3. not to hold itself out as an agent or representative of or otherwise connected with GBE or JLP nor operate in a way which may reasonably lead customers to believe there to be an association between the Supplier and GBE or the Supplier and JLP (other than the relationship set out in this Agreement);

      3.2.4. immediately inform an appropriate representative of JLP at the JLP Store, and also to notify GBE as soon as reasonably possible, of any complaints received by the Supplier or its staff or representatives at the JLP Store in relation to the Services; and

      3.2.5. comply with the reasonable instructions of GBE in dealing with any customer complaint, including handing control of the complaint to GBE (or JLP) if so requested by GBE. If as a result of any customer complaint in relation to the Services, GBE determines (in its sole discretion) that it is appropriate to provide compensation, a gift or other benefit to any affected customer or customers in line with its normal practices and policies, such amount of any compensation, gift or other benefit (including any such compensation, gift or other benefit given to the customer by JLP) shall constitute a loss of GBE in connection with the Services and shall be recoverable by GBE from the Supplier pursuant to the indemnity under clause 8.1.

   3.3. The Supplier shall provide an adequate number of staff and employees to provide the Services and ensure that all such employees:

      3.3.1. are suitably dressed and presented and behave in a professional manner at all times in the JLP Store;

      3.3.2. are legally entitled to live and work in the United Kingdom without contravening any statutory or other legal requirements; and

      3.3.3. shall comply with any policies and procedures of GBE and security requirements notified to them or the Supplier.

   3.4. GBE reserves the right to require the Supplier to remove from the provision of the Services any employee if GBE considers that it is inappropriate for such employees to be engaged in the provision of the Services (including without limitation if GBE or JLP is dissatisfied with the conduct or performance of such employee). The Supplier will promptly comply with any requirement by GBE to remove such employee from the provision of the Services and, where appropriate, ensure that such person is replaced promptly with another appropriate person.

   3.5. The Supplier shall promptly comply with any lawful instruction issued by GBE in relation to any of its or their employees or workers who provide the Services (including, without limitation, the provision of such accurate written information as GBE requires in respect of such employees or workers).

   3.6. The Supplier warrants and represents that all information and materials provided by or on the Supplier’s behalf to GBE relating to this Agreement or the performance of its obligations under this Agreement are accurate and comprehensive when provided.


4. Units

   4.1. The Supplier acknowledges and agrees that JLP shall have absolute discretion in:

      4.1.1. the size, layout and location of the Unit; and

      4.1.2. making changes to the location and size of the Unit.

   4.2. GBE shall procure that JLP grants the Supplier the following rights:

      4.2.1. to carry out the Services at the Unit in accordance with the terms of this Agreement;

      4.2.2. to sell the Goods at the Unit;

      4.2.3. access to or through such parts of the JLP Store as reasonably required and as agreed from time to time by JLP; and

      4.2.4. subject to clause 4.4, to occupy the Unit during the Designated Hours on a non-exclusive basis for the Pop-up Period for the purposes of carrying out the Services in common with JLP and any other entity or person licensed or approved by JLP.

   4.3. The Supplier acknowledges that it is entitled to access the Unit and the JLP Store as a licensee and that a relationship of landlord and tenant is not and will not be created between the Supplier and JLP. JLP retains management, control and possession of the JLP Store and the Unit and the Supplier shall not at any time have the right to exclude JLP from the Unit.

   4.4. GBE or JLP may at any time require the Supplier to relocate or transfer to alternative locations at the JLP Store and the Supplier shall promptly comply with such requirement. GBE or JLP (as applicable) shall try to provide the Supplier with reasonable notice of such relocation wherever reasonably possible.

   4.5. In performing its obligations under this Agreement the Supplier shall:

      4.5.1. at all times comply with its obligations in the operation and standards manual provided by the Company setting out the requirements which the Supplier must achieve in the performance and delivery of the Goods and Services during the Pop-up Period; and

      4.5.2. comply with and shall ensure that the Goods and Services comply with the requirements of such policies and procedures relating to anti-bribery and corruption, anti-slavery, responsible sourcing and employment standards and information security standards as are notified by GBE to the Supplier in writing and shall, upon reasonable notice, provide GBE with documentary evidence of the Supplier’s monitoring of its compliance with such policies and procedures.


5. Point of sale system

   5.1. GBE will provide, for the Supplier’s use during the Pop-up Period only, the point of sale system, configured for the Supplier’s use during the Pop-up Period and reasonable training to enable the Supplier to use the point of sale system.

   5.2. The Supplier shall process all payments for Goods through the point of sale system and shall not process payments for Goods by any other means.

   5.3. The Supplier shall only accept and process card payments through the point of sale system. Strictly no cash transactions can be accepted and/or processed.

   5.4. The point of sale system will at all times remain GBE’s property and the Supplier shall take reasonable care in its use of the point of sale system and shall use it in accordance with the instructions for use given to it by GBE (including those relating to security).

   5.5. The Supplier will notify GBE immediately if there is any fault with or damage to the point of sale system. All repair and maintenance of the point of sale system shall be GBE’s responsibility. The Supplier shall be responsible for any loss or damage to the point of sale system caused by the Supplier due to its negligence, wilful misconduct or failure to comply with the provisions of this clause 5.

   5.6. The Supplier shall not:

      5.6.1. use the point of sale system for any reason other than to take payments for Goods sold at the JLP Store;

      5.6.2. alter or interfere with the point of sale system or its operation in any way;

      5.6.3. allow any third party to use, repair or maintain the point of sale system;

      5.6.4. allow any third party to, remove the point of sale system from the Unit; and

      5.6.5. cover, remove, alter or deface any marking on the point of sale system (including any serial number).

   5.7. The Supplier shall allow GBE access to and use of the point of sale system at any time on GBE’s request.


6. Price and payment

   6.1. GBE shall raise invoices for Fees in accordance the Invoicing Arrangements and the Supplier shall pay the Fees in accordance with the Payment Terms.

   6.2. GBE shall be entitled at any time to set off against any amounts owing to the Supplier under this Agreement any sums which have or may become due from the Supplier to GBE on any account whatsoever and whether or not any demand has been made for the payment of any such sums.

   6.3. If any sum due and payable to GBE under this Agreement is not paid to GBE in accordance with the Payment Terms then, in addition to any of GBE’s other rights or remedies, GBE shall be entitled:

      6.3.1. to charge interest at the rate of 4% per annum above the base rate of the Bank of England from time to time in force from the date such amount becomes due until the date of actual payment. The Supplier shall also pay all legal and other costs incurred by GBE in recovering any amounts owing from the Supplier to GBE and such costs shall be due and payable to GBE immediately; and

      6.3.2. to suspend performance of its obligations under the Agreement until full payment has been made of all monies.


7. Warranties

   7.1. The Supplier represents and warrants to GBE that:

      7.1.1. it has full capacity and authority to enter into this Agreement;

      7.1.2. its obligations under this Agreement shall be performed with all diligence, skill and care, and in accordance with best industry practice and this Agreement (in the event that there is any conflict between these standards, the higher standard shall prevail);

      7.1.3. it shall, and shall ensure that its staff shall, perform this Agreement without causing any damage to GBE’s or JLP’s business, public image, reputation and goodwill; and

      7.1.4. it shall not conduct itself, and shall ensure that its staff shall not conduct themselves, in such a manner which is and/or which it knows or has reason to believe is defamatory, derogatory or disparaging of GBE or JLP or which may otherwise adversely affect GBE’s or JLP’s reputation.


8. indemnity and insurance

   8.1. The Supplier shall indemnify, and keep indemnified, GBE against all losses, expenses (including for clarity any compensation, gift or other benefit paid to a customer pursuant to clause 3.2.5), awards, costs, damages, fines, loss of profit, loss of reputation, judgments or penalties together with all reasonable legal or professional costs and expenses suffered or incurred by GBE (including any liability that GBE has to JLP) arising out of or in connection with:

      8.1.1. any claim or threatened action made against GBE or JLP by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent act or omission or failure or delay in performance of this Agreement by the Supplier, its personnel or permitted subcontractors;

      8.1.2. the Goods, including any defect in the Goods or their materials, construction, workmanship or design (including in relation to any claim by a third party for death or personal injury in connection with any defect in the Goods);

      8.1.3. any act or omission (whether negligent or otherwise) of the Supplier or the Supplier’s personnel in the performance or failure to perform the Services;

      8.1.4. any failure by the Supplier to comply with its obligations under clause 2.1.5 and clause 3.2.1.2; and

      8.1.5. any infringement or alleged infringement of the rights of any third party claimed under or in connection with any Intellectual Property Rights arising from the sale of any Goods provided by the Supplier and shall, at GBE's request, defend or assist in defending, at the Supplier's expense, any action against GBE or any person to whom the Goods have been supplied.

   8.2. The Supplier shall, at all times during the term of this Agreement and for a period of 6 years thereafter, insure and keep itself adequately insured with a reputable insurance company against all insurable liability under this Agreement and, in particular its liabilities under clause 8.1, and shall, on request, provide GBE with evidence as to the existence and sufficiency of such insurance.

   8.3. The Supplier shall provide all facilities, assistance and advice required by GBE or its insurers for the purpose of contesting or dealing with any action, claim or demand arising out of the Supplier's performance or purported performance of or failure to perform its obligations under this Agreement.


9. liability

   9.1. Nothing in this agreement shall limit or exclude a party's liability:

      9.1.1. for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

      9.1.2. for fraud or fraudulent misrepresentation;

      9.1.3. for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

      9.1.4. for any liability which cannot be limited or excluded by applicable law; or

      9.1.5. under the indemnity set out at clause 8.1 and the indemnities in clause 9.

   9.2. Subject to clause 9.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:

      9.2.1. loss of savings or anticipated savings;

      9.2.2. loss of business opportunity; or

      9.2.3. any indirect or consequential losses.

   9.3. Subject to clauses 9.1 and 9.2, the maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this agreement of either party shall be limited to the greater of the amount of the Fee paid under or pursuant to this agreement or £2,000,000 per annum.


10. Confidentiality, Publicity and assistance

   10.1. The Supplier shall treat the Confidential Information as confidential and shall not disclose the Confidential Information to any other person without GBE’s prior written consent.

   10.2. The Supplier may only disclose Confidential Information to the Supplier’s personnel and the Supplier’s professional representatives and advisers who, in each case, need to know the information. The Supplier shall ensure that such personnel, professional representatives and advisers are aware of, and comply with, these confidentiality obligations.

   10.3. The Supplier may disclose Confidential Information where required (but only to the extent required) to be disclosed by any governmental body or agency or operation of law.

   10.4. The Supplier shall not, and shall procure that the Supplier’s personnel, professional representatives and advisers do not, use any of the Confidential Information other than for the purposes of fulfilling its obligations under this Agreement.

   10.5. The Supplier shall upon termination of this Agreement or, if earlier, upon GBE’s request promptly return, or at GBE’s option destroy or irretrievably delete any Confidential Information in the Supplier’s possession or control.

   10.6. The Supplier shall not make reference to:

      10.6.1. this Agreement nor any details thereof;

      10.6.2. GBE's name or any of its trade marks;

      10.6.3. JLP’s name or any of its trade marks; for any public announcement, advertisement or publicity purposes without GBE's prior written consent.

   10.7. The Supplier shall provide GBE with such cooperation and with such assistance as GBE may reasonably require to enable GBE to respond to any query raised by JLP, to provide JLP with any information requested or to satisfy JLP in relation to any matter in connection with this Agreement, the Goods or the Services (including in relation to any complaint or claim made by JLP or any customer). The Supplier agrees that GBE may disclose any of the Supplier’s confidential information to JLP.


11. Data Protection

   11.1. If the Supplier collects personal data from customers for its own purposes it shall at all times ensure that it complies with the requirements of the Data Protection Act 2018 and any other applicable laws relating to data protection and marketing communications with individuals. Without prejudice to the foregoing, the Supplier shall provide any person who it collects personal data from with a fair processing notice informing that person who it is, why it is collecting the personal information, what it will use the personal information for and how the individual can exercise their rights in relation to any personal information held by the Supplier.

   11.2. If in performing the Services the Supplier processes personal data (as defined by the Data Protection 2018) on GBE’s or JLP’s behalf the Supplier shall enter into a data processing agreement with GBE or JLP (as applicable). Such data processing agreement shall set out the terms on which the Supplier shall process personal data in the provision of the Services and shall be on such terms as the parties may reasonably agree and in any event on such terms as are in compliance with the Data Protection Act 2018.


12. Status

   12.1. The relationship of the Supplier to GBE and the Supplier to JLP will be that of independent contractor and nothing in this Agreement shall render it nor any employee, worker, agent or partner of the Supplier an employee, worker, agent or partner of GBE or JLP and the Supplier shall not hold anyone out as such. Accordingly the Supplier shall be fully responsible for and shall indemnify GBE (for itself and JLP) for and in respect of:

      12.1.1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Supplier’s obligations under this Agreement or any payment or benefit received by the Supplier and/or any of its employees, workers, agents or partners and/or any of its former employees, workers, agents or partners in respect of the performance of the Supplier’s obligations under this Agreement. The Supplier shall further indemnify GBE (for itself and JLP) against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by GBE or JLP in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of GBE’s or JLP’s (as applicable) negligence or wilful default; and

      12.1.2. any liability arising from any Employment Claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier and/or any of its employees, workers, agents or partners and/or any of its former employees, workers, agents or partners against GBE or JLP arising out of or in connection with the performance of the Supplier’s obligations under this Agreement.

   12.2. If the Supplier and/or any of its employees, workers, agents or partners and/or any of its former employees, workers, agents or partners are deemed by any relevant authority to be an employee or worker of GBE or JLP whether pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, European Communities (Protection of Employment Employees on Transfer of Undertakings) Regulations 2003 as amended by the Employees (Provision of Information and Consultation) Act 2006 and/or otherwise, GBE or JLP (as applicable) may terminate the contract of that employee or worker and the Supplier will indemnify GBE or JLP (as applicable) against any Employment Claims arising out of such termination.

   12.3. In this clause 12 “Employment Claims” mean any claim or demand by the Supplier or any employee or worker or former employee or worker of the Supplier (whether or not disclosed to GBE) in relation to any deemed employment or engagement or its termination (whether in contract, tort or under statute, pursuant to European Law or otherwise) including but without limitation to any claim for unfair dismissal, wrongful dismissal, a redundancy payment, breach of contract or a protective award or discrimination on the grounds of sex, race, disability and/or age including all reasonable costs and expenses (including legal expenses) incurred in connection with the investigation and/or conduct of the Employment Claim.


13. Non-solicitation

   13.1. The Supplier agrees with GBE that the Supplier will not at any time during the term of this Agreement nor for a period of 12 months thereafter, solely or jointly with others:

      13.1.1. hire or contract or cause to be hired or contracted any employee or independent contractor of GBE both during their employment and for a period of 6 months of their agreed leaving date from GBE;

      13.1.2. solicit or encourage any employee or independent contractor of GBE to terminate employment with or cease providing services to GBE;

      13.1.3. contact or solicit JLP or attempt to sell any additional quantities of the Goods or different goods than the Goods to JLP unless expressly authorised by GBE; or

      13.1.4. induce or attempt to induce any client, supplier, service provider or other business associate of GBE to cease doing business with GBE or in any way interfere with the relationship between GBE and any of its clients, suppliers, service providers or other business associates.


14. termination

   14.1. Either party may terminate this Agreement immediately by notice in writing if the other party:

      14.1.1. commits a material breach of any of the terms of this Agreement and, if such breach is capable of remedy, fails to remedy the breach within 20 days’ of receiving written notice from the terminating party specifying the breach and requiring the breach to be remedied;

      14.1.2. enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction);

      14.1.3. becomes insolvent;

      14.1.4. ceases or threatens to cease to carry on business;

      14.1.5. compounds or makes any voluntary arrangement with its creditors;

      14.1.6. is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator;

      14.1.7. is unable to pay its debts as they fall due;

      14.1.8. has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets;

      14.1.9. take or suffers any similar action due to debt; or

      14.1.10. the equivalent of the events described in clause 14.1.2 to clause 14.1.9 inclusive under the law of any jurisdiction occurs in relation the other party.

   14.2. The expiry or termination for any reason of this Agreement shall not affect:

      14.2.1. any rights which accrue or have accrued to either party; or

      14.2.2. such of the provisions of this Agreement as are expressly or by implication to operate thereafter including, for the avoidance of doubt, clauses 8, 9, 10, 11, 12, 13, 14, 16 and 17.

   14.3. Following termination of this Agreement for any reason:

      14.3.1. any consent granted to the Supplier to make reference to GBE or JLP or any connection with GBE or JLP shall immediately be revoked and the Supplier shall cease use of and shall cease to make reference to GBE or JLP or any of its trade marks or any connection with GBE or JLP;

      14.3.2. the rights granted under this Agreement shall immediately terminate;

      14.3.3. the Supplier shall promptly remove all equipment or property (including Goods) it has at the Unit and at the JLP Store at such times as directed by GBE and GBE shall procure that JLP grants the Supplier access to the JLP Store for such purpose;

      14.3.4. GBE may charge to and recover from the Supplier any expenses incurred by GBE or JLP in remedying or making good any damage caused by the Supplier as a result of the Supplier removing its equipment and property; and

      14.3.5. any outstanding Fees shall become immediately due and payable.


15. force majeure

   15.1. Neither party shall be responsible to the other by reason of failure to perform under this Agreement arising from causes or events beyond the reasonable control of the party concerned including Acts of God, war or other armed conflict, and terrorist attacks, but excluding strikes, lock outs or any other industrial action (“Force Majeure Events”). The party affected by a Force Majeure Event shall promptly notify the other party in writing:

      15.1.1. when such circumstances cause a delay or failure in performance and, in the case of a Force Majeure Event affecting the Supplier it shall:

         15.1.1.1. include in such notice details of what it is doing to mitigate the effects of the Force Majeure Event on the performance of its obligations and the likely or potential duration of the Force Majeure Event; and

         15.1.1.2. keep GBE updated on the effects of the Force Majeure Event;

      15.1.2. when they cease to cause a delay or failure in performance.

   15.2. If GBE reasonably anticipates that a Force Majeure Event will prevail for the Pop-up Period or a substantial part of the Pop-up Period GBE may, at its sole discretion, terminate this Agreement without liability to the Supplier. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.


16. General

   16.1. Rights and remedies

      16.1.1. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

   16.2. Third Party Rights

      16.2.1. Other than JLP it is not intended that any third party shall have any right to enforce any of the terms of the Agreement.

   16.3. Assignment and sub-contracting

      16.3.1. The Supplier shall not without the prior written consent of GBE assign or sub-contract any of its obligations under this Agreement in whole or in part.

      16.3.2. If GBE consents to any such assignment or sub-contract the Supplier shall nevertheless continue to be responsible to GBE for all the Supplier's obligations under this Agreement.

      16.3.3. In the case of any subcontract to which GBE has so consented the Supplier shall include in it conditions consistent with those of this Agreement (in particular those relating to compliance with quality standards) for the benefit of and enforceable directly by GBE and furnish GBE on demand with details of any such subcontract.

   16.4. Notices

      16.4.1. All notices given under the Agreement will be delivered in writing to the other party at the address notified by it for such purposes and if sent by email shall be deemed to be given on the date of the email (if sent during normal business hours and provided a copy is sent the same day by post) or if sent by prepaid first class post 2 business days following the date of posting.

   16.5. Agency

      16.5.1. This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party's behalf.

   16.6. Severance

      16.6.1. If any provision or part provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal or enforceable. If such modification is not possible, the relevant provision or part provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

   16.7. Waiver

      16.7.1. A waiver of any right or remedy under this Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

   16.8. Entire agreement

      16.8.1. This Agreement contains the whole agreement between the parties in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.

   16.9. Variation

      16.9.1. Except as set out in these conditions, no variation to this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by or on behalf of each party.

   16.10. Disputes

      16.10.1. The parties agree to co-operate with each other in good faith with a view to achieving the successful implementation of this Agreement. Neither party shall be prevented from, or delayed in, seeking orders for specific performance or interlocutory or final injunctive relief on an ex parte basis or otherwise as a result of the terms of this clause 16.10, with the provisions of this clause not applying in respect of any circumstance where such remedies are sought.


17. law AND jurisdiction

   17.1. This Agreement, and any dispute or claim arising out of or 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.

   17.2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).