SERVICE TERMS AND CONDITIONS
THIS AGREEMENT is made and entered on the date shown overleaf by and between:
(1) Assist Marketing Group Limited, a company incorporated in England and Wales, whose registered number is 11538675 and whose registered office is at Suite 2179 Unit 3a 34-35 Hatton Garden, Holborn, London, EC1N 8DX (Supplier); and
(2) As stated overleaf the applicant (Customer).
- The Supplier has spent time, money and effort in obtaining and developing knowledge and expertise in drop-shipping business and online retail activities and has an established relationship with and has sourced products from various manufacturers, suppliers, wholesalers and stockists (Service Package).
- The Customer wishes to carry out online retail activities on a number of electronic storefronts (Store) and has a need for various services necessary to succeed in its business serving its customers and this need is likely to continue.
- The Supplier has agreed to sell and the Customer has agreed to buy the Product Package, as set out overleaf, on the terms and conditions of this Agreement (Sale).
- The Customer wishes to purchase certain products in connection with the Product Package and engage the Supplier to perform certain services after the Sale, including training services, and the Supplier wishes to supply those products and services, all subject to the terms and conditions of this Agreement (Provision of Supply).
THE PARTIES AGREE:
1 Definitions and interpretation
1.1 In this Agreement:
Affiliate means another legal or natural person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such first-mentioned party or that shares any directors or management with such party;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date means the date of this Agreement;
Commission Fee means a sum equivalent to 20% of the Costs of Goods incurred by the Supplier for the provisions of Services and Products;
Completion means the sale and purchase of the Service Package as contemplated in this Agreement;
Completion Date means within 28 days of payment
Costs of Goods means all direct or indirect costs incurred by the Supplier in supplying the Products and Services (including, but not limited to, the price of the Products, shipping, transport, insurance, packaging, handling, postage and delivery charges, import/export charge, customs clearance charge as well as all other charges, which may be charged by the Wholesalers for the sale of the Products to the Supplier);
Confidential Information has the meaning given to it in clause 15.1;
Force Majeure has the meaning given in clause 19;
Intellectual Property Rights means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not,
(ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Know-how means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and Suppliers (whether written or in any other form and whether confidential or not);
Order or Orders has the meaning given to it in clause 7.1;
Outstanding Amounts means the amount equal to the Sale Price less the Deposit;
Product or Products mean those products contained in the Product Listings and as specified in the Orders, from time to time;
Product Listings mean a list containing images and descriptions of products based on the service package selected by the Customer;
Profit Margin means 20% net profit margin;
Revenue Target means the minimum amount of actual gross revenues, to be derived by the Customer from sales of its products to end customers on the Store and for the purpose of clause 33 the Revenue Target is set at to match the cost of the Service Package selected;
Sale Price means a net amount set overleaf which Service is selected by the Customer
Services means the services supplied to the Customer by the Supplier ancillary to the supply of Products, details of which are set out in Schedule 2;
Store mean the electronic storefront where the Customer sells the Products on online marketplaces, the details of which are set out in Schedule 1;
Term has the meaning given to it in clause 2.1;
VAT means value added tax, as defined by the Value Added Tax Act 1994; and
Wholesaler means manufacturers, stockists and wholesalers of products who are not the Supplier or the Customer.
1.2 In this Agreement:
1.2.1 a reference to this Agreement includes its schedules, appendices and annexes (if any);
1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a gender includes each other gender;
1.2.5 words in the singular include the plural and vice versa;
1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.7 the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and
1.2.8 a reference to legislation is a reference to that legislation as in force as at the date of this Agreement, and amended, extended, re-enacted or consolidated from time to time, except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.
2 Sale and Provision of Supply
2.1 With effect from the Completion Date and subject to the terms of this Agreement, the Parties agree as follows:
2.1.1 the Supplier shall sell to the Customer and the Customer shall purchase from the Supplier the Product Listings for the Sale Price which shall be paid in accordance with clause 3.1; and
2.1.2 the Supplier shall supply to the Customer and the Customer shall engage the Supplier to supply the Services in Schedule 2 and procure the supply of the Products in accordance with clause 5 for the Commission Fee which shall be paid in accordance with clause 8.
2.2 In consideration of the Sale Price, the Customer agrees not to use the Product Listings on any storefront or marketplace other than the Store, unless otherwise agrees in writing by the Supplier and subject to compliance of any further terms and conditions therein.
2.3 The Customer acknowledges and covenants that:
2.3.1 it is the Customer’s sole responsibility to set up an account in the Customer’s own name to enable them to access and operate the Store. The Supplier shall supply training services as set out in further details in Schedule 2 but in no event, be required to gain access to or operate the Store;
2.3.2 it shall comply with rules, regulations, guidelines and any requirements set by the Store for the duration of this Agreement, including, any policies in respect of retention of funds by a Store host;
2.3.3 as owner of the Store, the Customer shall be responsible for all dealings with the end-customers using the Store; and
2.3.4 the Supplier has no access to and shall not be required to obtain access to the Store, which shall be at all times operated and managed by the Customer.
2.4 If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Customer, the Supplier (without prejudice to its other rights):
2.4.1 may suspend performance of the Services until the Customer remedies its default;
2.4.2 shall not be liable for any costs or losses sustained by the Customer as a result of such suspension; and
2.4.3 may charge the Customer (and the Customer shall pay under this Agreement) costs or losses incurred by
the Supplier arising from the Customer’s default.
3 Sale Price
3.1 The Customer shall pay the Sale Price to the Supplier in cash as follows:
3.1.1 on the Commencement Date, the Customer shall pay the Supplier the sale price into the
Supplier’s account in clause 11.
4 Completion of Sale
4.1 The Completion of the purchase and sale of the Product Listings will take place on the Completion Date at the offices of the Supplier or at such other time and place as the Supplier and the Customer mutually agree.
4.2 At Completion and subject to receipt of the sale price by the Supplier, the Supplier will deliver the Product Listings to the Customer in an excel format or any other format that the Supplier deems fit for such purposes.
5 Term of the Provision of Supply
5.1 This Agreement commences on the Commencement Date and shall continue until the fifth anniversary of the Commencement Date, when it shall terminate automatically (the Term) unless terminated earlier under clause 16.
5.2 Subject to clause 5.3, this Agreement may be renewed for an additional period of 5 years by mutual agreement of the parties hereto, executed not less than one month prior to the end of Term prior to the expiration of the Term (Renewal).
5.3 The renewal shall only be effective if:
5.3.1 the Customer throughout the Term properly performed all of its obligations and is not, at the end of Term, and has not been at any time during the Term, in default of any such obligations; and
5.3.2 all monies payable under this Agreement (including, but not limited to, the Outstanding Amounts, any accrued interests) by the Customer are fully paid.
6.1 During the Term, the parties agree that:
6.1.1 the Supplier shall be the exclusive Supplier to the Customer of the Products and Services. The Customer shall not purchase or engage, directly or indirectly, any products or services (as the case may be) which are the same as or similar to the Products and the Services from any person other than the Supplier unless otherwise agreed with the Supplier.
6.2 Nothing in this Agreement shall restrict the Supplier from supplying any products or services which are the same as or similar to the Products or Services to other customers if such products or services do not relate to the Product Listings.
7.1 During the Term, the Customer shall forward the Supplier all electronic purchase orders placed by the purchasers (Purchasers) on the Store in connection with any product in the Product Listings via the Supplier’s online order entry system:
7.1.1 which shall include, at the minimum, name, reference number (if available), quantity of the product purchased and the delivery address of the Purchasers, and
7.1.2 which shall be deemed to automatically constitute a written order by the Customer for the supply of the Products as contemplated in this Agreement (Order).
7.2 Each Order shall constitute an offer by the Customer to purchase the Products from the Supplier on terms of this Agreement. The Customer shall not be entitled to amend or withdraw an Order.
7.3 Upon receipt of the Order from the Customer, the Supplier shall place an order with its Wholesaler, who shall ship the Products directly to the Purchasers.
7.4 The Customer acknowledges and agrees that the Supplier supplies the Products using drop-shipping method and shall be deemed to fulfil its obligations to supply and deliver the Products under this Agreement upon delivery of same by the Wholesalers to the Purchasers (Delivery).
7.5 The Supplier shall use its reasonable endeavours to meet delivery dates but such dates are approximate only.
7.6 The Supplier shall not be liable for any delay in or failure of delivery caused by:
7.6.1 the Customer’s failure to provide the Supplier with adequate instructions for delivery of the Products; or
7.6.2 an event of Force Majeure.
7.7 The Supplier shall provide the Customer with a copy of the Orders and tracking details of the Orders made on a weekly basis and via email and shall permit the Customer reasonable access during normal business hours to such records and to inspect or make copies of them at the Customer’s expense.
8 Invoicing and payment timetable in relation to the Commission Fee
8.1 Unless otherwise specified in the Order, the Customer shall pay the Commission Fee and Costs of Goods to the Supplier upon placement of the Order in accordance with clause 7. For avoidance of doubt, the Commission Fee does not include the Costs of Goods, which shall be paid additionally by the Customer.
8.2 The Supplier shall send the Customer an electronic invoice to the email address in clause 18.3.1 or as notified by the Customer in writing to the Supplier for:
8.2.1 the Costs of Goods;
8.2.2 the Commission Fee; and/or
8.2.3 any refunds or credits due to the Supplier.
9 Late Payments
9.1 Where the Customer fails to pay any monies due under this Agreement (including, but not limited to, the Outstanding Amounts, the Commission Fee or the Costs of Goods) when become due, the Customer must pay interest to the Supplier (which will become an additional debt owing by the Customer to the Supplier) in accordance with the following:
9.1.1 the rate of interest is 10% per annum;
9.1.2 interest runs from the day after the due date for payment until the date that the payment is made by or on behalf of the Customer to the Supplier; and
9.1.3 interest is calculated daily on any payments outstanding from time to time and is capitalised on the first day of each calendar month (until the date of payment of the price).
9.2 Any payment received by the Supplier from the Customer after the due date for payment in respect of the Outstanding Amounts, the Commission Fee or Costs of Goods will be applied as follows:
9.2.1 first, to any interest owing from time to time;
9.2.2 second, to the actual payment due.
9.3 The Customer and the Supplier acknowledge and agree that the interest rate prescribed by clause 9.1 is a reasonable rate of interest in the circumstances, including commercial interest rates available to the Supplier for short-term borrowing.
9.4 In the event of collection of any default payment due by the Customer to the Supplier, the Customer agrees to pay all reasonable legal fees, collection and enforcement charges to the extent permissible by law, in addition to other amounts due.
10 Taxes and duties
10.1 All payments under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law.
11 Bank account details
11.1 Amounts payable by the Customer under this Agreement shall be paid in full in cleared funds into the following bank account by electronic funds transfer, unless otherwise notified by the Supplier to the Customer in writing in accordance with this Agreement:
Bank: Barclays Bank
Account holder name: Assist Marketing Group Ltd
Sort Code: 208413
Account Number: 23272362
11.2 Payments may be made by the Customer by debit or credit card.
11.3 Any bank charge incurred from payments made under this clause shall be borne by the Customer.
12.1 The Supplier warrants to the Customer that it has the right to use and transfer the Product Listings.
12.2 The Supplier warrants that the Products shall, for a period of three months from Delivery (Warranty Period):
12.2.1 conform in all material respects to the Order; and
12.2.2 free from material defects in design, material and workmanship.
12.3 The Supplier warrants to the Customer that any services in relation to the supply of the Products will be performed:
12.3.1 by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution thereof; and
12.3.2 in such a way as not to cause any interruption to the business processes of Customer (other than any agreed and unavoidable interruption which is required in order to perform the services in a proper and efficient manner).
12.4 The warranties and representations specified in this clause 12.1 (Warranties) are subject to the Customer giving notice to the Supplier within the Warranty Period.
12.5 When notifying the Supplier of a breach under clause 12.4 above the Customer shall use its reasonable endeavours to provide the Supplier with such documented information, details and assistance as the Supplier may reasonably request.
12.6 Except as set out in this clause 12, all other warranties and representations as to the Products, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.
12.7 The Supplier will not be liable under this clause or be required to remedy any problem arising from or caused by any modification (whether by way of alteration, deletion, addition or otherwise) made to any part of the Products by anyone other than the Supplier without its express prior written consent.
12.8 The Supplier neither warrants nor represents that the Products are fit for any particular purpose unless that purpose has been specifically advised to the Supplier in writing by Customer prior to delivery and Supplier confirms in writing that the Products can fulfil that particular purpose.
13 Title and Risk
13.1 Title to Products shall pass to the Customer once the Supplier has received payments in full and cleared funds to the Products.
13.2 Risk in Products shall pass on to the Customer on Delivery.
14 Intellectual Property Rights
14.1 Unless otherwise expressly agreed in this Agreement, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement. Subject to any other terms expressly agreed by the parties, each party grants the other a license of such of its Intellectual Property Rights as are necessary to enable the other party to fulfil its obligations under this Agreement but not otherwise.
14.2 Each party shall be entitled to use in any way it deems fit any skills, techniques or know how acquired or developed or used in performance of this Agreement provided always that such skills, techniques or know how do not infringe the other party’s Intellectual Property Rights or disclose or breach the confidentiality of the other party’s Confidential Information.
15 Confidential information
15.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and its Affiliates including, any details of its business, affairs, customers, clients, Suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 15.2.
15.2 A party may:
15.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 14 as if it were a party;
15.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
15.2.3 use Confidential Information only to perform any obligations under this Agreement.
16.1 This Agreement may be terminated by either party giving not less than 30 days prior written notice to the other, provided that such notice may not be issued until after the end of the third anniversary of the Commencement Date.
16.2 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:
16.2.1 the other party commits a material breach of this Agreement and such breach is not remediable;
16.2.2 the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach; and
16.2.3 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
16.3 Without prejudice to any other rights that it may have, the Supplier may terminate this Agreement immediately on written notice to the Customer if the Customer has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid ten Business Days after the Customer has received a written notification from the Supplier that the payment is overdue.
16.4 On termination of this Agreement for any reason:
16.4.1 the Customer shall immediately pay all outstanding invoices of the Supplier;
16.4.2 the Supplier shall promptly invoice the Customer for all Services performed but not yet invoiced and payment for such invoices shall be due immediately on receipt by the Customer;
16.4.3 the Customer shall within five Business Days return any materials of the Supplier then in its possession or control; if it fails to do so, the Supplier may enter any premises owned by or under the control of the Customer and take possession of them;
16.4.4 the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected; and
16.4.5 cease the use of and return (or, at the Supplier’s option, destroy) all Product Listings and Confidential Information in its possession or under its control and all copies of such information within seven days of such termination.
16.5 The following clauses of this Agreement shall survive termination, howsoever caused:
16.5.1 clause 16 (termination);
16.5.2 clause 15 (confidential information);
16.5.3 clause 18 (notices);
16.5.4 clause 30 (third party rights); and
16.5.5 clauses 31 and 32 (governing law and jurisdiction), together with any other provision of this Agreement which expressly or by implication is intended to survive termination.
17 Entire agreement
17.1 The parties agree that this Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
17.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
17.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.
18.1 Any notice or other communication given by a party under this Agreement shall:
18.1.1 be in writing and in English;
18.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
18.1.3 be sent to the relevant party at the address set out in clause 18.3.
18.2 Notices may be given, and are deemed received:
18.2.1 by hand: on receipt of a signature at the time of delivery;
18.2.2 by post: at 9.00 am on the fourth Business Day after posting; and
18.2.3 by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and
18.2.4 by email: on receipt of a read receipt email from the correct address.
18.3 Notices and other communications shall be sent to:
18.3.1 Assist Marketing Group Limited for the attention of Mr Gurdeep Singh at: Suite 2179 Unit 3a 34-35 Hatton Garden, Holborn, London, EC1N 8DX firstname.lastname@example.org; 00442032895814 and
As shown on purchase invoices and provided by customer
Any change to the contact details of a party as set out in clause 18.3 shall be notified to the other party in accordance with clause 18.1 and shall be effective:
18.3.3 on the date specified in the notice as being the date of such change; or
18.3.4 if no date is so specified, 3 Business Days after the notice is deemed to be received.
18.4 All references to time are to the local time at the place of deemed receipt.
18.5 This clause does not apply to notices given in legal proceedings or arbitration.
19 Force majeure
19.1 In this clause ‘Force Majeure’ means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.
19.2 A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
19.2.1 promptly notifies the other of the Force Majeure event and its expected duration; and
19.2.2 uses reasonable endeavours to minimise the effects of that event.
19.3 If, due to Force Majeure, a party:
19.3.1 is unable to perform a material obligation; or
19.3.2 is delayed in or prevented from performing its obligations for a continuous period of more than 6 months in any 12 months of operation of this Agreement,
the other party may terminate this Agreement on not less than four weeks’ written notice.
20 Further assurance
Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
22.1 No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, unless carried out in accordance with this clause.
22.2 Notwithstanding clause 22.1, a party may perform any of its obligations and exercise any of its rights granted under this Agreement through any Affiliate, provided that it gives the other party prior written notice including the identity of the relevant Affiliate. Each party acknowledges and agrees that any act or omission of its Affiliate in relation to that party’s rights or obligations under this Agreement shall be deemed to be an act or omission of that party itself.
Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
24.1 The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
25.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
25.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
26.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
26.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
26.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
27 Compliance with law
Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement.
28.1 This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.
28.2 Each party may evidence their signature of this Agreement by transmitting by email a signed signature page of this Agreement in PDF format together with the final version of this Agreement in PDF or Word format, which shall constitute an original signed counterpart of this Agreement. Each party adopting this method of signing shall, following circulation by email, provide the original, hard copy signed signature page to the other parties as soon as reasonably practicable.
29 Costs and expenses
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
30 Third party rights
30.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
31 Governing law
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
33.1 Subject to clause 33.6, the Supplier agrees to assist the Customer to achieve the Revenue Target and the Profit Margin during the first 12 month period from the date of this Agreement.
33.2 The Supplier warrants to buy the business from the Customer if the Revenue Target and the Profit Margin are not achieved provided the Store is in full working order and without suspensions, restrictions or limitations imposed by the end buyer or the Store host during the first six months of the launch of such Store. This warranty shall extend for a further six months from the original period if the Customer has proved, to the satisfaction of the Supplier, that it has run the Store in full compliance with this Agreement and any relevant rules, guidelines, requirements set by a Store host.
33.3 The Supplier agrees to buy and Customer agrees to sell the business goodwill, assets, contacts and know how within 30 days on the anniversary of the store launch with the purchase price not exceeding the Sale Price paid by the Customer.
33.4 An extension to this time may be requested by either party, in writing, no more than 30 days prior to the anniversary. Any extension request must outline the reasons, timescales and expected outcomes.
33.5 Consent to such extension not to be unreasonably withheld by the other party.
33.6 The guarantee and warranty offered by the Supplier under this clause shall be null and void and the Customer shall not be entitled to call upon the Supplier to purchase the Store as noted in clause
33.2 in the event that:
(a) any amendment, such as price or description originally quoted in the Product Listings is made at the request of the Supplier (and if such request refers to price originally quoted in the Product Listings, the change shall mean any increase of such price); or
(b) the Store becomes deactivated for whatever reasons at any time from store launch to the end of any guarantee period referred to in clause 33.2; or
(c) the Customer is in breach of any provisions of this Agreement during the periods noted in clause 33.2.
SCHEDULE 1 PRODUCT LISTINGS
Product listings to comprise of UK Ebay and Amazon countries to include:
– United Kingdom
(A) Store setup – One-Off Service – Supplier advising on how to set up the Store provided that it is the Customer’s responsibility to register for an a store account in their own name and comply with the registration requirements, including, but not limited to, verification process, that are set by a Store host.
(B) Store training – Ongoing Services – Supplier training Customer on the correct operation of the Store, including how to upload and manage the Product Listings without gaining access to or being required to operate the Store on behalf of the Customer. The Supplier shall never be required to gain access the Store on behalf of the Customer.