Pop-Up 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 during the application process  via https://gbpopup.co.uk/ which requires completion by the  supplier. 

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

Registered Office : Royal House, 110 Station Parade, Harrogate, HG1 1EP

Company No : 09189901 

Country of Incorporation : England and Wales 

(2) “The Retailer”: Defined by the retailer in which your booking is located as set  out by the confirmation received from the GBE. 

Registered Office : As set out by the GBE in the application process Trading Address : As set out by the GBE in the application process Company No : As set out by the GBE in the application process 

(3) “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 

  1. 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 The Retailer (as defined in Part B)  sourcing British made products for The Retailer to sell through its stores. For certain  stores The Retailer 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 The Retailer for the Supplier to have access to the The  Retailer’s store and the area which The Retailer 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. 

  1. 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. 

From the 30th January 2023 the GBE will purchase the goods from the supplier at 75% or 70% of the net sales value plus VAT where applicable. The amount will be confirmed at the point of booking by a GBE representative. Whether your booking is considered on or off peak. 

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 they have received The Suppliers invoice. 

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 The Retailer including, in the hands  of the Supplier: 

  1. 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: 
  2. i) the business, customers, suppliers, products, pricing, plans, market opportunities, affairs and finances of GBE or The Retailer; 
  3. ii) the operation, processes, product information, know how, designs or trade secrets of GBE or The Retailer; and 
  4. 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 Retailer’s 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; 

The Retailer, including the following entities: 

  1. a) Brand name, trademarks , logos or any other branding or marketing collateral owned by The Retailer 
  2. b) any person which is from time to time a subsidiary undertaking of The Retailer  c) a parent undertaking of The Retailer; and/or 
  3. d) any other subsidiary undertaking of such parent undertaking; Services : the services as defined in clause 3.1; 

Unit : Selling space within The Retailer’s Store designated for the sale and supply of  the Goods by the Supplier to The Retailer’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. 

  1. 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 Retailer’s 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. 

  1. The Services 

 3.1. The Supplier shall provide the following Services: 

 3.1.1. delivery of the Goods to the The Retailer 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 The Retailer 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 The Retailer 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 The Retailer (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 The Retailer 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 The Retailer (other than the relationship set out in this  Agreement); 

 3.2.4. immediately inform an appropriate representative of The Retailer at the  The Retailer 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 The Retailer 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 The  Retailer) 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 The Retailer) 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 The Retailer 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 The Retailer 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. 

  1. Units 

 4.1. The Supplier acknowledges and agrees that The Retailer 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 The Retailer 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 The Retailer Store as reasonably  required and as agreed from time to time by The Retailer; 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 The Retailer and any other entity or person licensed or  approved by The Retailer. 

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

 4.4. GBE or The Retailer may at any time require the Supplier to relocate or  transfer to alternative locations at the The Retailer Store and the Supplier shall  promptly comply with such requirement. GBE or The Retailer (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. 

  1. 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 The Retailer 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. 

  1. 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. 

  1. 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 The Retailer’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 The Retailers or which  may otherwise adversely affect GBE’s or The Retailers’s reputation. 

  1. 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 The Retailer) arising out of or in connection with: 

 8.1.1. any claim or threatened action made against GBE or The Retailer 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. 

  1. 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. 

  1. 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. The Retailer’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 The Retailer, to provide The Retailer with any information requested or to  satisfy The Retailer 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 The  Retailer or any customer). The Supplier agrees that GBE may disclose any of the  Supplier’s confidential information to The Retailer. 

  1. 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 The Retailer’s behalf the Supplier  shall enter into a data processing agreement with GBE or The Retailer (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. 

  1. Status 

 12.1. The relationship of the Supplier to GBE and the Supplier to The Retailer 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 The Retailer 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 The Retailer) 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 the Retailer)  against all reasonable costs, expenses and any penalty, fine or interest incurred or  payable by GBE or The Retailer 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 The Retailer’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 The Retailer 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 The Retailer 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 The Retailer (as  applicable) may terminate the contract of that employee or worker and the Supplier  will indemnify GBE or The Retailer (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. 

  1. 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 The Retailer or attempt to sell any additional quantities  of the Goods or different goods than the Goods to The Retailer 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. 

  1. 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 The  Retailer or any connection with GBE or The Retailer shall immediately be revoked  and the Supplier shall cease use of and shall cease to make reference to GBE or  The Retailer or any of its trade marks or any connection with GBE or The Retailer; 

 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 The Retailer Store at such times as directed by  GBE and GBE shall procure that The Retailer grants the Supplier access to The  Retailer Store for such purpose; 

 14.3.4. GBE may charge to and recover from the Supplier any expenses incurred  by GBE or The Retailer 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. 

  1. 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. 

  1. 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 The Retailer 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. 

  1. 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).