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Marketplace Agreement – Terms and Conditions

1 Definitions and interpretation

1.1 Definitions: (a) “Applicable Laws”: all applicable regional, national and international laws, rules, regulations, codes and standards including those imposed by any governmental or regulatory authority (including the Consumer Protection (Distance Selling) Regulations 2000, Bribery Act 2010 and Modern Slavery Act 2015, as amended) and all applicable industry standards and standards determined by any self-regulatory body; (b) “Balance”: a sum representing the Net Income less the Commission and Card Charges (c) “BLOSS”: Bloss Ltd (company number: 13336231) of Scottsdale House, Springfield Avenue, Harrogate, England, HG1 2HR; (d) “BLOSS Terms”: collectively, the Marketplace terms of use, acceptable use policy and privacy policy on [INSERT URL], which govern Brand’s and Customers’ use of the Marketplace, as amended by BLOSS from time to time; (e) “Brand Content”: all content uploaded to Marketplace by Brand or provided by Brand to BLOSS in connection with the Marketplace and/or Products, including copy, phonographs, Brand Name, Brand logos, information and data; (f) “Brand Name”: the name(s) of the Brand as provided on the Registration Page; (g) “Brand Terms”: Brand’s terms and conditions governing the sale of Products to Customers; (h) “Business Day”: A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business; (i) “Commencement Date”: the date upon which the Brand signs up to the Marketplace via the Registration Page; (j) “Commission”: 20% of the Net Income or other percentage of the Net Income as agreed in writing by the Parties from time to time; (k) “Contract of Sale”: each contract for sale pf a Product between Brand and Customer; (l) “Card Charges”: applicable credit or debit commission changes for sales of Products on the Marketplace from time to time; (m) Customer”; each purchaser of Products via the Marketplace; (n) “Data Protection Legislation”: unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then; and any successor legislation to the GDPR or the Data Protection Act 2018; (o) “Force Majeure Event”: any circumstance, vents or causes not within a Party’s reasonable control; (p) “Initial Term”: three (3) months or other period of time as agreed in writing by the Parties from time to time (q) “Intellectual Property Rights”: all intellectual property rights in any part of the world including without limitation patents (including supplementary protection certificates), database rights, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered), rights in business and trade names, rights in domain names, rights in confidential information and know-how, and all other similar rights, together with the right to apply for the protection of any such rights; (r) “Listing”: Brand’s offer for sale of Product(s) via the Marketplace and “List” shall be construed accordingly; (s) “Marketplace”: BLOSS’s econcession platform at www.bloss.life]; (t) “Month”: each calendar month (or part thereof) during the Term; (tu) “Net Income”: in relation to any Product, the amount received by Brand less any Sales Tax, refunds and returns; (v) “Product(s)”: those Brand products chosen by BLOSS for sale by Brand on the Marketplace in accordance with clause 6.1; (w) “Products Specification”: any specification for the Products, as set out on the Marketplace; (x) “Intellectual Property Rights”: all intellectual property rights in any part of the world including without limitation patents (including supplementary protection certificates), database rights, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered), rights in business and trade names, rights in domain names, rights in confidential information and know-how, and all other similar rights, together with the right to apply for the protection of any such rights; (y) “Order”: a Customer’s order for the purchase of Products via the Marketplace; (z) “Parties”: collectively, BLOSS and the Brand, and the term “Party” shall be construed accordingly; (aa) “Registration Page”: the page on the Marketplace via which the Brand registers for the Marketplace; (bb) “Sales Tax”: any applicable sales tax on sales of Products via the Marketplace from time to time (including valued added tax, if applicable); (cc) “Tax Authorities”: the applicable tax authorities in the relevant jurisdiction including, in the UK, Her Majesty’s Revenue and Customs (or successor body); and (dd) “Term” shall have the meaning given to it in clause 2.

1.2 Interpretation: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) A reference to a Party includes its successors and permitted assigns; (c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision; (d) 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; and (e) A reference to writing or written includes email.

2 Commencement and duration

2.1 This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 17, until either Party gives to the other Party 1 months’ written notice to terminate, expiring on or after the Initial Term (“Term”).

3 Role of BLOSS and Marketplace

3.1 The Marketplace provides a platform for Brand to transact and interact with Customers. By registering on the Marketplace and by using BLOSS’s services, Brand agrees to comply with this Agreement and the BLOSS Terms.

3.2 Subject to clause 3.3, all Customers’ payments for Products shall be processed by the Marketplace as Brand’s limited service provider for collecting the purchase price and Sales Tax from each Customer in respect of each Contract for Sale. Brand will ensure that nothing in its own website, policies or terms or conditions conflicts with this position

3.3 On each occasion a Brand sells a Product to a Customer via the Marketplace, Brand enters into an individual, legally binding Contract of Sale for that Product solely between Brand and the Customer. BLOSS is not the buyer or seller of that Product and is not a party to such Contract of Sale which is governed by the Brand Terms, a link to which shall appear on the applicable Product page. Brand shall ensure that the Brand Terms apply with Applicable Laws at all times. For the avoidance of doubt, BLOSS is not acting as a seller under the Distance Sales Regulations 2000, as amended.

3.4 The enforcement of any obligation under the Contract of Sale is the sole responsibility of the Customer and Brand who are party to that Contract of Sale.

3.5 In the event that a dispute occurs between Customer and Brand in relation to a Contract of Sale, Brand is obliged to make every possible effort to amicably resolve the dispute. Brand should direct any complaints and/or questions with respect to a sale transaction to the Customer. Subject to clause 3.6, BLOSS has no obligation to mediate between Brand and any Customer or to enforce or execute fulfilment of any Contract of Sale.

3.6 BLOSS reserves the right, whether during or after the Term, to negotiate and compromise or settle on a reasonable basis any disputes with Customers arising from Products sold via the Marketplace and Brand hereby agrees to accept BLOSS’s decision in relation to such claims and exchange Products or give refunds in accordance with BLOSS’s decision payments to the Customer and the provisions of clause 10 shall apply.

3.7 BLOSS has the right to remove, delay, suspend or immediately terminate any Contract or Sale or Listing if Brand is in breach of the BLOSS Terms.

4 Brand’s use of Marketplace

4.1 BLOSS grants Brand a limited non-transferable license to make use of the Marketplace, in accordance with this Agreement and the BLOSS Terms.

4.2 Brand accepts and acknowledges that the Marketplace is provided on an ‘as-is’ basis and expressly subject to the disclaimer in clause

4.3. BLOSS does not warrant that the use of the Marketplace will be uninterrupted or error-free. 4.3 All conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into the licence detailed in 4.1 or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

4.4 Brand will not interfere or attempt to interfere (directly or indirectly) with the working of the Marketplace to include the circumvention of security, license controls, and will not hack into, tamper with or in any other manner disrupt the Marketplace or any associated software or device.

4.5 Notwithstanding any provision of this Agreement, BLOSS has the right in its sole discretion to determine the content, appearance, design, functionality and all other aspects of the Marketplace and BLOSS reserves the right to alter the Marketplace layout, process or format at any time.

4.6 Brand shall trade on the Marketplace under the Brand Name or such other trade name to be approved in writing by BLOSS.

4.7 Brand acknowledges that the services provided via the Marketplace are dependent upon Brand providing all necessary information and reasonable assistance.

4.8 Brand shall not: (a) use Marketplace or any of BLOSS’s services for any activity that is unlawful under any Applicable Laws; (b) use BLOSS’s services to send, list, distribute or otherwise divulge any material that is illegal, objectionable, misleading, false, defamatory, obscene, menacing, otherwise injurious or in breach of third-parties’ privacy or any Intellectual Property Rights; (c) do or omit to do anything that causes the Marketplace or any of BLOSS’s other services to be interrupted, damaged or impaired; (d) take any action that imposes or may impose an unreasonable or disproportionately large load on BLOSS’s infrastructure; (e) send, list, distribute or use any material that contains viruses, commercial solicitation (including URLs for websites), adwares, chain letters, mass mailings or any ‘spam’; or (f) transfer its account to another party without BLOSS’s prior consent.

5 Registration

5.1 In order to use the Marketplace, Brand must be registered as a seller on the Marketplace and agree to abide without restriction to this Agreement and the BLOSS Terms.

5.2 Brand warrants that any information that it provides to BLOSS as part of the registration process and at any other time is true, correct and complete and that it will notify BLOSS immediately if any part of this information changes.

5.3 Brand will be provided with access to the Marketplace product area. The log in details provided will be personal to Brand, these details must not be transferred to any third-party or person other than those authorised to use the Marketplace back office. At all times Brand is responsible for maintaining the security and secrecy of this information. BLOSS, must be notified immediately if Brand becomes aware that any unauthorised person had gained access to these details. Unless Brand has notified BLOSS in writing of such a risk or breach it will be assumed that any activity that occurs using Brand’s log in details have been carried out by Brand. BLOSS reserves the right to suspend or disable Brand’s log in details immediately if there is a belief of any risk to the security or integrity of the Marketplace.

6 Stock

6.1 From time to time during the Term, BLOSS shall select, after consultation with Brand, which of Brand’s products shall be sold as Products by the Customer via the Marketplace.

6.2 Brand shall at all times stock sufficient quantities of Products to meet demand without delay or interruption. Brand hereby guarantees to fulfil, in accordance with this Agreement, the Order for any Product sold via the Marketplace. Brand’s stock of Products shall be managed with a view to maximising trade and retaining the goodwill of the Customers. Should there be any issues with any Orders, BLOSS reserves the right to suspend the Brand from the Marketplace until the issue is identified and resolved to BLOSS’s satisfaction. Product stock shall at all times remain the property of Brand which shall be responsible for any losses, however arising.

6.3 Brand shall ensure that the Products shall: (a) correspond with their description and any applicable Products Specification; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as 3 amended) and fit for any purpose held out by Brand or made known to BLOSS and/or Customers by Brand expressly or by implication; (c) comply with Applicable Laws including relating to the manufacture, labelling, packaging, storage, handling and delivery of the Products.

6.4 Brand 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 the Agreement.

6.5 BLOSS shall have the right in its absolute discretion to veto the sale of any Products on the Marketplace.

6.6 Brand shall only source Products (or elements thereof) or from reputable suppliers, and shall procure that all Products comply with BLOSS’s ethical sourcing code (as amended by BLOSS from time to time).

6.7 Lists shall only contain Products that are owned by Brand and which Brand is able to transfer ownership and title to Customers free from any third-party claims, liens or encumbrances.

6.8 Brand shall be responsible for providing the required Product Specification and offer information in accordance with BLOSS’s requirements from time to time. Brand shall ensure that all descriptions of Products and Product Specifications are complete, accurate, complete and current, not deceptive or misleading and in compliance with Applicable Laws. Any items that are non-refundable must be clearly marked as such within the description or an equally appropriate area.

6.9 Brand shall deal with its suppliers in a reasonable manner at all times. In particular, Brand shall pay its suppliers for goods and services supplied to the Brand strictly in accordance with the terms and conditions agreed with such suppliers. Brand acknowledges that payment and disputes with suppliers regarding Products for sale on the Marketplace which are referred to BLOSS by the suppliers are an unacceptable state of affairs. BLOSS reserves the right to seek full reimbursement from Brand in respect of management time incurred in dealing with any such disputes which shall be paid within 14 days or, alternatively, BLOSS may at its option deduct the outstanding amount from the sums next payable to Brand under this Agreement.

6.10 Brand will ensure that the offers of Products on the Marketplace are reasonably commensurate to those offered on Brand’s own website and any other online marketplace(s) that sell the Products and that all promotions and offers made on such platforms are also made available on the Marketplace. Brand is solely responsible for ensuring the prices that it sets are correct. The Parties acknowledge that Brand is free to set its own prices.

6.11 All Product prices provided for display on the Marketplace must be inclusive of all taxes and duties, and shipment timeframes must be clearly defined.

6.12 Brand shall allow BLOSS to access, copy, modify, transform or adapt its Product catalogue into any format reasonably required for the purpose of this Agreement.

6.13 Brand accepts that Customers may ask direct enquiries via the Marketplace regarding its Products or offers and commits to replying within 24 hours with the exception of a bank holiday when Brand commits to replying within 72 hours. Failure to comply with this clause 6.13 could result in Brand being suspended from the Marketplace.

7 Delivery and fulfilment

7.1 Brand shall comply with all BLOSS’s procedures, including policies relating to the delivery and despatch of Products and comply with BLOSS’s requirements in respect of trading standards matters.

7.2 The Marketplace shall promptly relay Order details to Brand in respect of each Contract of Sale. Brand shall then promptly fulfil the order in accordance with this Agreement and the Brand Terms. Failure to fulfil within the defined lead times could result in the Brand and/or Products being removed from the Marketplace.

7.3 Brand shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.

7.4 Brand shall ship the Product(s) within 3 Business Days to the Customer’s delivery address provided via the Marketplace. Brand waives any right it may have to assert a claim against BLOSS when dispatching an item to an address other than that provided by the Marketplace. Any Products shipped to the correct address which are not received by the Customer should be investigated and claimed for via Brand’s chosen courier.

7.5 Brand acknowledges it is Brand and not BLOSS that is the seller and supplier of all Products Listed and it is solely responsible for fulfilment and costs of the Listing, pricing, imagery, sale, packaging, labelling, delivery and supply, returns, and aftercare of all Products, advertising and marketing and will comply with all Applicable Laws in fulfilling these requirements.

7.6 Brand agrees that it will include with each delivery of Product: (a) an Order specific packing note with each Product shipped; (b) a complimentary returns slip or details of complimentary return method supplied and funded by Brand to allow the return of any unwanted items directly to Brand; (c) Brand contact details; and (d) at the option of BLOSS, BLOSS branded materials provided by BLOSS (for example, comp card, packaging stickers and tissue paper).

7.7 After dispatch of a Product to fulfil an Order (or any portion thereof) Brand will promptly and accurately inform BLOSS via the Marketplace that the Product has been dispatched. This notification must be made within 24 hours of the dispatch (or BLOSS reserves the right to cancel any such transaction or withhold payment) and shall include tracking information of the Product.

7.8 Brand shall not communicate directly with Customers apart from to facilitate the dispatch of Products, facilitate refunds or answer queries about Products or Orders. For the avoidance of doubt, Brand should not communicate with the Customers post purchase for marketing purposes.

7.9 Brand accepts that Customers may ask direct enquiries via the Marketplace regarding delivery, return methods, conditions, and all other such enquiries and commits to replying within one Business Day.

8 Refunds

8.1 Brand shall be responsible for accepting and processing Brand returns in accordance of the terms of this Agreement and Applicable Laws.

8.2 Brand will notify BLOSS via the Marketplace within one Business Day of receiving a return of any Product. BLOSS shall, via the Marketplace, make any such refund payments to the Customer and the provisions of clause 10 shall apply.

8.3 Brand shall be responsible for sending the Customer any replacement product requested and agreed.

9 Insurance

9.1 Brand shall be liable for and indemnify BLOSS against any expense, liability, loss, claim, or proceedings incurred by BLOSS howsoever arising as a result of a default by Brand of the terms of this Agreement or from the activities and operations of Brand, its employees, agents, invitees or licensees unless due to the default of BLOSS or its employees. During the Term, and for 2 years thereafter, Brand is required to arrange insurance in its name (in accordance with clause 9.2) against those of the risks assumed under this clause 9 and for at least the amounts that are set out in clause 9.2 and, if required, produce evidence of such insurance and premium payments to BLOSS upon demand.

9.2 Any insurance policy or policies: (a) shall be with insurers of good repute on terms reasonably acceptable to BLOSS; (b) for all risks of physical loss, destruction or damage to property (including terrorism) shall be for amounts sufficient to cover the maximum values at risk on stock; (c) for employer’s Liability insurance shall be for an indemnity of £5,000,000 any one incident, including an “indemnity to principals” clause; (d) for Public and Products Liability insurance shall be for an indemnity of £5,000,000 for any one Public Liability incident and £5,000,000 in the aggregate in respect of Products Liability, and shall include an ‘indemnity to principals’ clause or any equivalent clause.

10 Collection of Net Income and Commission

10.1 BLOSS, solely in furtherance of its role as detailed in clause 3, shall collect the monies from sales of Products to Customers via the Marketplace.

10.2 BLOSS shall be entitled to retain the Commission and shall pay to Content Provider the Balance in arears (in pounds sterling at the then prevailing exchange rate) on the twentieth day of the calendar month following the calendar month during which the corresponding Order was made.

10.3 If any dispute arises as to the Balance payable by BLOSS to Content Provider, the same shall be referred to BLOSS’s auditors for settlement and their certificate shall be final and binding on both Parties.

10.4 BLOSS shall be responsible for accounting for Sales Tax to the Tax Authorities.

10.5 If the actual Net Income falls short of the anticipated Net Income (for example, due to discounts, cancellation of Sales Contracts or refunds), BLOSS shall notify Content Provider in writing of the amount of such a shortfall and Content Provider shall, within 14 days of such notification, pay to BLOSS a sum equal to the difference in the Balance paid to Content Provider and Balance that should have been due as a result of the reduction in the Net Income or, alternatively, BLOSS may at its option deduct such amount from sums next payable to Content Provider .

10.6 BLOSS may at any time, without notice to Content Provider, set off any liability of Content Provider to BLOSS against any liability of BLOSS to Content Provider, whether liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by BLOSS of its rights under this clause

10.8 shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise

11 Brand Content, promotions and advertising

11.1 Brand shall bear the cost of creation of the Brand Content, uploading Brand Content or providing the Brand Content to BLOSS for uploading (as agreed from time to time with BLOSS) and maintaining and improving its offers. The design, specification and installation of the Brand Content shall comply fully with BLOSS’s requirements from time to time. Any deviations from such requirements shall require the prior approval of BLOSS in writing

11.2 BLOSS shall provide Brand with reasonable notice of the commencement date of its proposed sales or special promotions periods on the Marketplace and Brand shall support the BLOSS sales or special promotions with concurrent sales or special promotions of its own Products. Unless otherwise agreed in writing by the Parties, any percentage discounts shall be applied to the Product price and the Commission received by BLOSS shall reduce by a corresponding percentage.

11.3 All advertising of the Products that refers to the Marketplace shall be subject to the prior written approval of BLOSS and Brand shall retain sole responsibility for compliance with all Applicable Laws and the cost of all such advertising.

11.4 The Parties shall organise and actively promote the distribution of the Products and the Marketplace in order to increase sales.

12 Intellectual Property Rights

12.1 Brand shall retain ownership of all Intellectual Property Rights relating to Brand, the Brand Name, Brand Contents and Products. Brand warrants that it owns the Intellectual Property Rights to publish the Brand Name, use all Brand Content and to sell and promote the Products.

12.2 Brand grants to BLOSS a worldwide, royalty free, nonexclusive licence to use the Brand Name and Brand Content for the provision of the Marketplace and related services, to comply with its obligations under this Agreement and for press and marketing purposes surrounding the Marketplace and Products in accordance with this Agreement.

12.3 BLOSS shall retain ownership of all Intellectual Property Rights relating to BLOSS and the Marketplace.

12.4 Brand shall not copy, translate, republish, mirror, reproduce, modify, adapt, reverse engineer, create derivative works from, extract or utilise parts of the 5 contents of the Marketplace or frame or use framing techniques to enclose any trademark, logo or other proprietary Intellectual Property Rights (including images, text, page layout or form) of BLOSS, use any meta tags or other “hidden text” incorporating any of BLOSS’s Intellectual Property Rights;. The use of data mining, robots, any software or similar data gathering and extraction tools to extract for re-utilisation of any substantial parts of the Marketplace constitutes a violation of BLOSS’s Intellectual Property Rights.

12.5 Nothing in this Agreement will cause any Intellectual Property Rights owned by one Party to be transferred to the other.

13 Indemnity

13.1 Brand shall keep BLOSS indemnified against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by BLOSS as a result of or in connection with: (a) any claim made against BLOSS for actual or alleged infringement of a third-party’s Intellectual Property Rights arising out of or in connection with the manufacture, supply or use of the Products; (b) any claim made against BLOSS by a third-party for death, personal injury or damage to property arising out of or in connection with defects in Products; and (c) any claim made against BLOSS by a third-party arising out of or in connection with the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Agreement by Brand, its employees, agents or subcontractors.

14 Confidentiality

14.1 Each Party undertakes that it shall not at any time during the Agreement disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 14.2.

14.2 Each Party may disclose the other Party’s confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this clause 14.2; and (b) as may be required by Applicable Laws.

14.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Agreement.

15 Limitation of Liability

15.1 BLOSS shall not be liable to Brand under this Agreement for any loss, damage, cost, expense or other claim for compensation arising as a direct or indirect result or breach or non-performance of this Agreement due to a Force Majeure Event.

15.2 Subject to clause 15.4, under no circumstances shall BLOSS be liable to Brand for any of the following, whether in contract, tort (including negligence) or otherwise: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; (g) indirect or consequential loss; or (g) loss or damage to stock.

15.3 Subject to clause 15.4, BLOSS’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, out of or in connection with the performance of BLOSS’s obligations under this Agreement, in respect of any one or more incidents or occurrences during the Term, shall be limited to a sum equal to the aggregate of the Commission retained by BLOSS in the 12 months prior to the applicable claim

15.4 Neither Party excludes or limits its liability to the other Party for death or personal injury caused by its negligence, or in respect of any other liability to the extent that it cannot be excluded or limited as a matter of law

16 Data Protection

16.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause16 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.

16.2 Brand is not permitted to capture Customer data or to contact any Customer directly for any reason other than resolving a query raised through the Marketplace. All capture and storage of data shall be in strict compliance with the Data Protection Legislation.

16.3 Brand is responsible for ensuring compliance with its respective obligations under Data Protection Legislation in respect of the processing of Customer personal data. 16.4 For more information about how BLOSS processes personal data please see the BLOSS privacy policy at www.bloss.life

17 Termination

17.1 Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if: (a) the other Party commits a material breach of its obligations under the Agreement and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so; (b) the other Party becomes insolvent, has appointed a receiver, administrative receiver or administrator of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, or is the subject of a resolution passed for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction); or (c) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business

17.2 BLOSS, without affecting any other right or remedy available to it, may terminate this Agreement with immediate effect by giving written notice if Brand’s financial position deteriorates to such an extent that in BLOSS’s opinion Brand’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

18 Consequences of Termination

18.1 Upon termination or expiry of the Agreement: (a) all rights and licenses granted to Brand under this Agreement (including the right to access and use the Marketplace) shall immediately cease; (b) Brand shall fulfil any Order prior to the date of such termination or expiry; (c) BLOSS shall continue to be entitled to retain any Commission on Products sold prior to such termination or expiry and shall account to Brand for any Commission due on any such Product sales. 18.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry. 18.3 Any provision of the Agreement that expressly or impliedly is intended to have effect after termination or expiry shall continue in full force and effect

19 Force Majeure

19.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from a Force Majeure Event. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the Party not affected may terminate this Agreement by giving 7 days’ written notice to the affected Party.

20 General

20.1 Assignment and other dealings. (a) BLOSS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement; (b) Brand shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of BLOSS.

20.2 Subcontracting. Brand may not subcontract any or all of its rights or obligations under the Agreement without the prior written consent of BLOSS. If BLOSS consents to any subcontracting by Brand, Brand shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

20.3 Notices. (a) Any notice or other communication given to a Party under or in connection with the Agreement shall be in writing, addressed to that Party at its registered office or such other address as that Party may have specified to the other Party in the Registration Page, and shall be delivered personally, or sent by pre-paid first class post or other next Business Day delivery service, commercial courier, or email; (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 20.3(a); if sent by prepaid first class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission; (c) This clause 20.3 does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.

20.4 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and 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 the Agreement.

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

20.6 No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.

20.7 Entire agreement. (a) The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter; (b) Each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each Party agrees that it shall have no claim for negligent misrepresentation based on any statement in the Agreement.

20.8 Third-party rights. No one other than a Party to the Agreement and their permitted assignees shall have any right to enforce any of its terms.

20.9 Variation. Except as set out in these Terms and Conditions, no variation of the Agreement shall be effective unless it is agreed in writing and signed by the Parties (or their authorised representatives).

20.10 Governing law. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The United Nations Convention on Agreements for the International Sale of Products is hereby excluded in its entirety from application to this Sales Agreement 20.11 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in 7 connection with the Agreement or its subject matter or formation.