RECITALS:

A

The Supplier ("You", "Your" or "Supplier") is engaged in the business of supplying Goods to John Lewis plc (“JLP”) (each a "Party", together the "Parties").

B

The Supplier and JLP wish to promote the Goods and Parties agree to enter into this Agreement for such corresponding Services.

RECITALS:

A

The Supplier ("You", "Your" or "Supplier") is engaged in the business of supplying Goods to John Lewis plc (“JLP”) (each a "Party", together the "Parties").

B

The Supplier and JLP wish to promote the Goods and Parties agree to enter into this Agreement for such corresponding Services.

It is agreed:

1

Definitions and interpretation

1.1

In this Agreement, unless the context requires the contrary:
  • Agreement means those documents listed at Clause 4.1.
  • Applicable Laws means all legislation (primary or secondary), statutory provision, statutory instrument, order, enactment, ordinance, regulation, directive, guidance, code of practice or conduct or other legal or regulatory requirement in any relevant jurisdiction and including those of the Office of Communications (Ofcom), the Broadcast Committee of Advertising Practice (BCAP), the Committee of Advertising Practice (CAP), the Advertising Standards Authority (ASA), the Financial Conduct Authority (FCA), and any other applicable regulator or statutory or regulatory body relevant to the Services (or part thereof) and any act undertaken by either Party in relation to this Agreement.
  • Background IPR means all Intellectual Property Rights that are owned by or licenced to either Party and which are (or have been) developed independently of this Agreement (whether prior to signing the Campaign Order, or otherwise).
  • Business Day means a day, excluding a Saturday or a Sunday, on which banks in London are open for non-automated business.
  • Campaign means any campaign for promotion of the Goods.
  • Campaign IPRmeans Intellectual Property Rights that arise or are created or developed by either Party for JLP's use in connection with this Agreement and / or are adaptions of Background IPR for JLP's use in connection with this Agreement, but in each instance, excluding the Background IPR itself of either Party.
  • Campaign Order means the form provided by JLP to You for the Services.
  • Campaign Tasks means any task assigned to You as part of the Campaign (such as, but not limited to, window dressing).
  • Campaign Timetable means the timeframe for undertaking certain tasks to ensure completion of the Services by the required deadline.
  • Cancellation Costs means the costs and charges detailed within Clause 20.3(a) and Clause 20.3(b).
  • Charges means the charges for the Services as given in the Campaign Order and payable by You in accordance with the provisions of Clause 11 (Charges and Payment).

  • Confidential Information means:

    (a)

    all confidential information and data which is acquired from or made available (directly or indirectly) by the Disclosing Party, or by any member of the Disclosing Party’s Group or the Disclosing Party’s Representatives, including but not limited to any information or document relating to the Disclosing Party’s (or any of its Group’s) business, operations, processes, initiatives, plans, product information, pricing information, technical or commercial know-how, trade secrets, specifications, inventions, designs, software, market opportunities, customers or suppliers (whether relating to this Agreement or otherwise), either orally, in writing, or in whatever form obtained or maintained;
    (b)

    any information or analysis derived from the Confidential Information; and / or
    (c)

    anything marked as confidential and any other information notified by or on behalf of the Disclosing Party (or any member of its Group or its Representatives) to the Receiving Party (or any member of its Group) as being confidential.
  • Creative Material means the material produced, including any ancillary material, as part of the Services. For the avoidance of doubt, Creative Material does not include Your Background IPR or any IPR within any Samples.
  • DPA means the data processing agreement (current version located at https://www.jlpinsightsandmedia.co.uk/data-processing-agreement) as updated by JLP from time to time.
  • Data Protection Laws means the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, the Data Protection Act 2018, and all data protection and privacy laws applicable to the Processing of Personal Data and privacy under this Agreement, including local, state, national and/or foreign laws, treaties, and/or regulations, and implementations of EU Data Protection Laws into national law and the terms "Processing" and "Personal Data" shall have the meanings assigned in the Data Protection Laws.
  • Disclosing Party means a Party that makes a disclosure of Confidential Information to another Party.
  • Force Majeure Event means any event beyond the reasonable control of either Party which is unavoidable including, but not limited to, the following events: epidemics, pandemics, earthquakes, landslides or displacements of other materials, storms, floods, hurricanes, tempest, acts of God, state or public enemy, wars, revolutions, uprisings, hostilities, civil disturbances, blockades, embargoes, government restraints or similar disruptions or interferences with trade, riots, civil war, insurrection, invasion, explosions and fires. For the avoidance of doubt, strikes, lockouts and shutdowns of a Party or any of its Group (or of any person engaged by any of them) shall not be a Force Majeure Event for that Party.
  • Goods means the goods and services for resale (including any packaging, labelling or any part or parts of them) as sold by You to JLP.
  • Goods Supply Contract has the meaning given in Clause 4.1.
  • Group means, in respect of each Party, that Party, any subsidiary or holding company from time to time of that Party, and any subsidiary from time to time of that Party’s holding companies, as such terms are defined in the Companies Act 2006 (or any replacement statutes).
  • GSCOP Code means the Groceries Supply Code of Practice along with any interpretative guidance issued by the Groceries Code Adjudicator.
  • Intellectual Property Right or IPR means any right, title or interest in patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks, trade names and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing-off or unfair competition, rights in designs, rights in computer software, semiconductor topography rights, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • JL Brand Guidelines means any brand and / or media guidelines of JLP which shall be made available to You, upon request, from time to time.
  • JL Policies means JLP’s business policies, as amended from time to time, including:
    (a)

    the Anti-Bribery and Corruption Policy;
    (b)

    JLP Supplier Code of Conduct;
    (c)

    JLP Responsible Sourcing Code of Practice; and
    (d)

    any other policies reasonably applicable to this Agreement as notified to You from time to time.
  • Losses means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses and loss or corruption of data).
  • Lost Inventory Charge means the charges calculated in accordance with Annex 1, as applicable.
  • Receiving Party means a Party to which a disclosure of Confidential Information is made by another Party.
  • Representatives means a Party’s employees, workers, directors, licensors, suppliers, contractors, consultants, professional advisers, officers, as applicable.
  • Sample(s) means a single, or multiple, example(s) of product(s) which are provided by You to JLP for use in the Services.
  • Services means the services detailed within the Campaign Order and including any ancillary work relating to or arising out of those services.
  • Terms and Conditions means these terms and conditions including any annexes and documents referenced herein.
2
Interpretation

2.1

Unless the contrary indication appears, any reference in this Agreement to:
(a)
Clause headings are for ease of reference only and do not form part of or affect the meaning, interpretation or construction of this Agreement;
(b)
any Applicable Law shall be construed to include a reference to that Applicable Law as from time to time amended, extended, re-enacted or consolidated and any subordinate legislation made pursuant to that Applicable Law;
(c)
Clauses and Annexes are to clauses of and annexes to this Agreement;
(d)
the words other, includes, including and in particular do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible; and
(e)
a holding company or a subsidiary means (as the case may be) as defined in section 1159 of the Companies Act 2006.

2.2

The GSCOP Code applies to all contracts for the supply of Groceries (as defined within the GSCOP Code), for the purpose of resale in the United Kingdom, as well as any subsequent contractual agreements or arrangements made under or pursuant or in relation to that agreement. Where relevant, insofar as any provision of a contract for the supply of Groceries is inconsistent with the GSCOP Code, such provision shall be unenforceable.
3
Creation of the Agreement:

3.1

JLP shall be entitled from time to time to offer the Services to You by submitting a Campaign Order to You. You have sole discretion to accept a Campaign Order and shall have no obligation or liability to JLP should You not accept a Campaign Order.

3.2

Each Campaign Order shall only be valid for a period of five (5) Business Days from receipt, unless otherwise agreed by JLP in writing. Where Your acceptance of the Campaign Order is provided after five (5) Business Days, JLP reserves the right, in its sole discretion, to accept or reject such Campaign Order.

3.3

Where a Campaign Order is accepted, You agree that it shall be governed by the terms of this Agreement.
4
Forming the contract and Order of Precedence:
4.1
The following documents, in the order of precedence below, shall collectively form this Agreement:
(a)

GSCOP Code (if applicable);
(b)

the Campaign Order;
(c)

the DPA; and
(d)

these Terms and Conditions.
In respect of any supply of Goods, to the extent of any conflict between this Agreement and another existing agreement between the Parties in respect of the supply of Goods (the “Goods Supply Contract”), the terms of the Goods Supply Contract shall prevail.
5
Campaign Timetable

5.1

Parties shall, acting reasonably and in good faith, work collaboratively to agree a Campaign Timetable which may include timelines for the submission and approval of all draft Creative Material, undertaking certain Campaign Tasks and providing all other material as may be reasonably required by JLP (including but not limited to any Samples, references to Your brand guidelines etc.). JLP shall, acting reasonably, have final determination on the Campaign Timetable.
6
Approval Process for Campaign Material:

6.1

Draft Creative Material must be approved by You within the timeframe given within Campaign Timetable or, in the absence of a timeframe being provided, soon as reasonably possible. All material as may be reasonably required by JLP (including but not limited to any Samples, references to Your brand guidelines etc.) to finalise the draft Creative Material, must also be provided within the same timeframe. In the absence of any response within the timeframes herein, JLP may terminate the Campaign, whereupon JLP reserves the right to charge You for any applicable Cancellation Costs, which shall be payable in accordance with Clause 11.
6.2
Where You do not approve the draft Creative Material, You may, within the timeframes given within Clause 6.1, request reasonable changes to the draft Creative Material. Any request for change to the draft Creative Material must also include:
(a)

full details of the modification(s) required along with reasoning as to why such modification is necessary; and
(b)

all material as may be reasonably required by JLP (including but not limited to any Samples, references to Your brand guidelines etc.), to implement such change to the draft Creative Material.

No change to the Creative Material will be considered where that change conflicts with JLP Brand Guidelines.

6.3

JLP shall use reasonable endeavours to incorporate changes requested under Clause 6.2, however, JLP's decision shall be final. JLP shall have no obligation to implement any change requested otherwise in accordance with this Clause 6.3.

6.4

Where changes are implemented by JLP to the draft Creative Material, JLP shall re-submit the revised draft Creative Material to You for Your approval in accordance with Clause 6.1. You shall have the right to request changes to that revised draft Creative Material in accordance with Clause 6.2, whereby the approval process at Clause 6.1 shall be repeated. JLP shall not be required to re-submit any subsequent draft Creative Material beyond providing a second revision.
7
Undertaking of Campaign Tasks
7.1
You agree that, where a Campaign Task is assigned to You as part of the Campaign Timetable, You will perform such Campaign Task in accordance with the provisions of this Agreement. Where the Campaign Tasks results in You being present at any JLP sites, You shall:
(a)

ensure that any area where the Campaign Task is undertaken is left clean and tidy and that all material which is not necessary for the Campaign is removed and all other rubbish collected from the vicinity of the area and You shall remove any such items at the end of the trading day from the site;
(b)

comply with all reasonable instruction provided to you by JLP staff, in particular but not limited to, instructions related to site security and safety;
(c)

ensure any material You use as part of the Campaign Task shall be of good quality and materials shall be sound and fit for the purpose for which they will be used;
(d)

not cause interference with JLP's usual course of business by causing any nuisance damage disruption or otherwise to JLP or to any other person, and to make good any damage caused to the site or any other property promptly and to the reasonable satisfaction of JLP; and
(e)

ensure that completion of the Campaign Task is undertaken to JLP's reasonable satisfaction within the Campaign Timeframe.
8
Failure to comply with the Campaign Timetable
8.1
Parties agree that time shall be of the essence to comply with the Campaign Timetable. Where a task or obligation is assigned to You under the Campaign Timetable, or You fail to comply with Your obligations at Clause 6.2(b), the Services may be terminated by JLP. In this event, JLP reserves the right to charge you for any applicable Cancellation Costs, which shall be payable in accordance with Clause 11.
9
Term
9.1
This Agreement shall commence on the earlier of the signature date of the Campaign Order, or the date on which JLP starts providing the Services and shall (except as expressly provided otherwise in this Agreement) continue in force for until completion of the Services, unless otherwise terminated in accordance with Clause 20 (Termination) ("Term").
10
Performance of the Services
10.1
Each Party undertakes to perform its obligations under this Agreement:
(a)

in accordance with all Applicable Laws; and
(b)

using a reasonable degree of skill and care.
10.2
Each Party warrants, represents and undertakes that:
(a)

it has or has obtained such licences or consents in respect of any Intellectual Property Rights as provided in respect of the Services and which are necessary for performance of the Services; and
(b)

there are no actions, suits or proceedings or regulatory investigations pending or threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect its ability to meet and carry out its obligations under this Agreement.
10.3
You warrant, represent and undertake that:
(a)

You shall act in accordance with the JL Policies; and
(b)

all Samples provided by You shall comply with all Applicable Laws and in particular, but not limited to, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended from time to time) and fit for any purpose held out by You or made known to You by JLP, and, where applicable, be in all material respects equivalent to the Goods sold by You to JLP to which the Sample(s) pertain.
11
Charges and Payment
11.1
You agree to pay the Charges given within the Campaign Order.
11.2
JLP shall invoice You for the Charges given on the applicable Campaign Order, and You shall make payment of the Charges to JLP using the account details and payment instructions provided to You by JLP within thirty (30) days of Your receipt of invoice, or as otherwise agreed (for example by way of rebate against Your JLP supplier account).
11.3
If You dispute, in good faith, all or part of any invoice received from JLP (either electronically or by other means), You shall notify JLP in writing of such dispute as soon as reasonably practicable, but no later than twenty (20) days following Your receipt of the disputed invoice. As soon as reasonably practicable, following receipt of notice of a dispute under this Clause 11.3, JLP shall re-issue an invoice for the undisputed amount and the earlier invoice shall cease to be payable. On resolution of the dispute, JLP may invoice any amounts agreed by the Parties (or otherwise determined) to be due. JLP shall provide You with any further information reasonably requested by You in connection with any invoice which You dispute.
11.4
The Charges are exclusive of value added tax but include packaging, insurance, carriage and all other charges, taxes and duties.
11.5
If any sum due and payable under this Agreement is not paid by You in accordance with the agreed payment terms then JLP shall be entitled (without prejudice to any of its other rights) to charge interest at the rate of four per cent above the base rate of the Bank of England from time to time in force from the due date until the date of actual payment. The Parties agree that the right to claim interest under this Clause 11.5 is a substantial remedy for late payment and is in substitution for any statutory or other right to claim interest and/or other remedy for late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
12
Limitation of liability
12.1
Nothing in this Agreement excludes or limits the liability of either Party in respect of:
(a)

death or personal injury caused by its negligence (including negligence of its employees, agents or contractors);
(b)

fraud and/or fraudulent misrepresentation; and
(c)

any other liability which may not otherwise be limited or excluded under Applicable Laws.
12.2
Subject to Clause 12.1, neither Party will be liable to the other Party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any (a) indirect or consequential loss; (b) loss of profits, (c) loss of sales or business; (d) loss of contracts; (e) loss of use of software; (f) loss or damage to goodwill; in each case arising under or in connection with this Agreement.
12.3
Subject to Clause 12.1, each Party’s total liability to the other:
(a)

arising out of or in connection with any breach of Clause 16 (Confidentiality) or Clause 18 (Data Protection); and
(b)

in respect of the indemnities given at Clause 13;
shall be limited to £2 million per event or series of connected events.
12.4
Subject to Clause 12.1, Clause 12.2, and Clause 12.3, each Party’s total liability to the other arising out of or in connection with any Campaign Order, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to 100% of the sums paid or payable by You in relation that Campaign Order.
13
Indemnities
13.1
Each Party will indemnify the other Party against all Losses incurred by the indemnified Party, or any member of its group, arising out of or in connection with any claim that:
(a)

(in JLP's case) the Creative Material; and
(b)

(in Your case) the Samples and/or Your Background IPR provided by You to JLP for use under this Agreement,
have infringed or will infringe any Intellectual Property Rights or any other rights, of a third party.
14
Claims handling of Intellectual Property:
14.1
Each Party shall notify the other Party in writing as soon as reasonably practicable of any allegation(s) of infringement of the other Party's IPR of which it has notice and will not make any admissions without the owning Party's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
14.2
Subject to Clauses 14.3, at the indemnifying Party's request and expense, and subject to the indemnifying Party assuming control over the defence and/or settlement of the claim within a reasonable period of time, the indemnified Party shall permit the indemnifying Party to have control of and settle all negotiations and deal with the defence of the claim which shall be reasonably conducted by the indemnifying Party and subject always to the indemnified Party’s consent to any defence or proposed settlement. The indemnified Party shall, at the indemnifying Party's request and expense, afford reasonable assistance with such negotiations or litigation.
15
Insurance:
15.1
Each Party shall, during the Term and for a period of six (6) years after termination of this Agreement for any reason, take out and maintain with reputable insurers such policies of insurance as may be necessary to insure it against, and adequately cover it for, all manner of risks that might arise out of its acts or omissions or otherwise in connection with its performance of its obligations under this Agreement. In the event that Your Campaign Tasks include provision of Samples and/or result You being present at any JLP sites, Your policies of insurance shall include appropriate levels of product liability and public liability cover.
16
Confidentiality
16.1
Each Party shall keep the Confidential Information confidential between the Parties and shall not use or copy or disclose to any third party the Confidential Information or any part thereof except:
(a)

for the proper performance of its responsibilities under this Agreement; and
(b)

subject to Clause 16.2, to any JLP Service providers only for the proper performance of the Party’s responsibility under this Agreement.
(c)

any other liability which may not otherwise be limited or excluded under Applicable Laws.
16.2
Each Party may disclose Confidential Information in accordance with Clause 16.2 only where:
(a)

it informs the recipient of the confidential nature of the Confidential Information before disclosure; and
(b)

at all times it is responsible for any recipient’s compliance with the confidentiality obligations set out in this Clause 16.
16.3
On expiry or termination of the Agreement or when requested by JLP, You shall, at its own cost, at JLP’s option, either return or permanently destroy any records or copies in whatever form and/or irretrievably delete the same if stored on electronic or magnetic media of any material containing Confidential Information belonging or relating to JLP or any member of its Group (in machine-readable form or otherwise) and shall produce a signed undertaking confirming that it has not retained copies of any such materials or items.
16.4
Notwithstanding Clause 16.3, You may retain documents and materials containing, reflecting, incorporating or based on the other Party’s Confidential Information to the extent required by Clause 16.1.
16.5
The provisions of Clause 16.1 shall not apply to:
(a)

any information in the public domain or which becomes so at a future date otherwise than as a result of a breach of any confidentiality obligation; or
(b)

information which was already in the possession of the recipient, otherwise than as a result of a breach of any confidentiality obligation; or
(c)

information obtained from a third party who is free to divulge the same; or
(d)

any information which is required to be used or disclosed by Applicable Law.
16.6
The Parties agree that damages may not be an adequate remedy for any breach of this Clause 16 by either Party or any other person authorised to receive Confidential Information pursuant to this Clause 16 and each Party shall be entitled to seek any legal and/or equitable relief, including an injunction, in the event of any threatened or actual breach of the provisions of this Clause 16 by the other Party in addition to its other remedies at law, in equity and under this Agreement and the other Party agrees that it shall not resist or defend any such application.
16.7
If a Party is required to make a disclosure of Confidential Information as contemplated by Clause 16.5(d), it shall only disclose the minimum Confidential Information required and shall, where lawful, consult with the other Party’s contract manager prior to any such disclosure.
16.8
JLP shall be entitled to advertise or publicly announce that it is undertaking or has undertaken work for or provided the Services to Customer. You shall be entitled to advertise or publicly announce the Services provided You have obtained JLP's prior written consent (such consent not to be unreasonably withheld or delayed).
17
Intellectual Property Rights
17.1
Each Party agrees and acknowledges that it shall not have or gain title to nor, except to the extent expressly licensed for use under this Agreement, have or gain any licence to use or make any modification in respect of any of the other Party’s Background IPR. Neither Party will make any representation nor do or permit to be done any act which may be taken to indicate that it has any right (including any Intellectual Property Rights), title or interest in or to the ownership of the other Party’s Background IPR.
17.2
You grant to JLP a world-wide, perpetual, irrevocable, non-exclusive, assignable, transferrable, royalty-free licence (with full right to sublicense) to use, reproduce, exploit, modify, alter and integrate Your Background IPR as part of the Services, in all cases only to the extent necessary for the purpose of the provision of the Services. Subject to the foregoing, neither JLP (nor any third party to whom Your Background IPR is licenced) may otherwise assign, license, sub-license, grant security over or otherwise transfer Your Background IPR.
17.3
JLP shall own the Campaign IPR. Subject always to Your Background IPR, any Campaign IPR created in the course of the Services or creating any Campaign are assigned on creation with absolute title to JLP by You, and in case of copyright by way of a present assignment of future copyright, including the right to sue for past infringement. You shall execute any documents and do all acts required by JLP for the purpose of confirming such assignment.
17.4
You shall ensure and undertake to procure that all moral rights, to which any individual is now or may be at any future time entitled in any jurisdiction, in any Campaign Material are not asserted.
18
Data protection:
18.1
Each Party shall comply with all Data Protection Laws in relation to any Personal Data Processed in connection with the Services supplied under this Agreement.
18.2
Unless otherwise agreed between the Parties in writing and to the extent that the Services include providing You with Personal Data in respect of which JLP is the data controller (as defined in the Data Protection Laws) for the purposes of delivering Samples or any Campaign Material directly to JLP’s customers, Parties agree that the terms of the DPA shall be incorporated into this Agreement.
19
Availability of Goods
19.1
Prior to the launch of any Campaign, Parties shall use reasonable endeavours to collaborate and prepare a forecasted volume for the Goods subject to the Campaign. Parties agree that forecasted volumes are indicative, and do not guarantee a minimum or maximum quantity. Any such forecasts given by JLP to You shall be provided in good faith to assist with the production planning and material purchase in advance of the Campaign. A Campaign Order shall not form a volume order for Goods under this Agreement or under any other agreement.
19.2
You acknowledge and agree that where customer demand cannot be met due to a shortfall in the supply of Goods to JLP, a Campaign may be cancelled or delayed. Where a Campaign is cancelled or delayed due to insufficient Goods being supplied by You to JLP to meet demand, JLP reserves the right to charge you for any applicable Cancellation Costs, which shall be payable in accordance with Clause 11.
20
Termination
20.1
Either Party may terminate this Agreement in its entirety and / or any specified Campaign Order(s) by notice to the other Party in the event that the Goods Supply Agreement terminates or expires or if the other Party:
(a)

commits a material breach of the Agreement which is not capable of remedy, or which is capable of remedy but it fails to remedy that breach within ten (10) Business Days from the date of a notice requiring it to be remedied;
(b)

persists in any breach of any of its obligations under this Agreement which, by their persistence, have become material, for ten (10) Business Days after having been required in writing to remedy or desist from such breach;
(c)

goes, or is reasonably likely to go, into liquidation (except for the purpose of solvent amalgamation or reconstruction), administration, or receivership;
(d)

enters into an arrangement or compromise with its creditors or takes steps to do so;
(e)

is deemedunable to pay its debts as they fall due as defined within Insolvency Act 1986, or suffers similar events to the above in any other jurisdiction; and / or
(f)

undergoes a change of control.
20.2
Without prejudice to any other right or remedy it may have either within this Agreement, at law or in equity, JLP may on written notice to You, terminate this Agreement in its entirety immediately if
(a)

You undergo a change in Control or if Your holding company or all or substantially all of Your assets are transferred to a third party; or
(b)

You do or omit to do anything which will bring JLP's or the JLP Group’s reputation and/or the JLP's or JLP Group’s Intellectual Property into disrepute.
20.3
You may terminate this Agreement on written notice to JLP at any time provided that JLP reserves the right to charge You the following cancellation costs:
(a)

costs incurred by JLP up until the date of termination for work undertaken by JLP to build the Creative Material (including, but not limited to, any drafts, content or formats); and
(b)

Lost Inventory Charge;
which shall be payable in accordance with Clause 11
21
Corruption, bribery and financial crime
21.1
You shall:
(a)

at all times comply with all Applicable Laws and sanctions and not engage in any activity, practice or conduct which would constitute an offence relating to anti-bribery, corruption, financial crime and anti-slavery and human trafficking including but not limited to the Bribery Act 2010 (Bribery Act), Criminal Finances Act 2017 (CFA) and Modern Slavery Act 2015 (MSA); and
(b)

not engage in any activity, practice or conduct which would constitute an offence by it under the Bribery Act, the CFA or the MSA; and
(c)

under the Bribery Act, the CFA or the MSA; and keep at Your main place of business detailed, accurate and up to date records and books of account that are sufficient to enable the verification of Your compliance.
21.2
You shall:
(a)

devise, implement, enforce and maintain written policies and procedures constituting adequate procedures under the Bribery Act and CFA; and
(b)

promptly report to JLP if, in connection with this Agreement, You have reasonable grounds to believe You may have committed an offence under the CFA or have been or become the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence under the Bribery Act or CFA.
22
Force Majeure
22.1
Neither Party shall in any circumstances be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to a Force Majeure Event.
22.2
If a Party is delayed in or prevented from performing its obligations under this Agreement by a Force Majeure Event, such Party shall:
(a)

give notice in writing of such delay or prevention to the other Party specifying the nature and extent of the Force Majeure Event immediately on becoming aware of it; and
(b)

use all reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations.
22.3
If the Force Majeure Event continues for a period of 30 days or more following notification, the Party not affected by the Force Majeure Event may terminate this Agreement by giving not less than ten (10) Business Days' prior written notice to the other Party.
23
Assignment and sub-contracting
23.1
Each Party shall not be entitled to assign, transfer, hold on trust or otherwise deal with any of its rights and obligations arising under or in connection with this except: (i) to a member of that Party’s Group, or (ii) with the other Party’s prior express written consent which the other Party may grant or withhold in its absolute discretion.
23.1
Either Party may appoint sub-contractors to undertake or perform its obligations under this Agreement. Each Party shall remain liable to the other Party for any performance or non-performance of its obligations under this Agreement, whether by that Party or its sub-contractors.
24
General
24.1
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
24.2
No change to this Agreement shall be valid or effective unless it is in writing and signed for and on behalf of each Party by the Party’s duly authorised representative.
24.3
The rights and remedies of the Parties in connection with this Agreement are cumulative and, except as expressly stated in this Agreement, are not exclusive of any other rights or remedies provided by this Agreement, at law, in equity or otherwise.
24.4
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of this Agreement, except that each member of the JLP Group shall have the benefit of all rights, benefits, indemnities and limitations provided for in this Agreement and accordingly shall be entitled to enforce this Agreement subject to and in accordance with its terms.
24.5
Notices for service on JLP in any legal action may be sent by email to company.secretariat@johnlewis.co.uk. Otherwise, notices may be sent by hand or by post to the other’s registered office address. Notices are deemed delivered two (2) Business Days after posting (where posted), immediately (where delivered by hand), and immediately provided no bounce back has been received (where emailed).
24.6
The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
24.7
If any provision or part-provision of this Agreement is or becomes illegal, invalid or unenforceable, the provision will apply with whatever minimum level of deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the Parties’ commercial intention.
24.8
This Agreement sets out the entire agreement and understanding between the Parties relating to its subject matter.
25
Dispute resolution:
25.1
Initial contacts:
(a)

The initial contact for JLP shall be the JLP Media Sales Team; and
(b)

The initial contact for You shall be the equivalent counterpart.
25.2
Senior authorities
(a)

The senior authority for JLP shall be the Head of Media Sales; and
(b)

The senior authority for You shall be the equivalent counterpart.
25.4
Subject to Clause 26, if a Dispute arises between JLP and Yourselves during the Term in relation to any matter which cannot be resolved by local operational management, either Party may refer the matter for determination in accordance with the following procedure:
(a)

by referral in the first instance to the decision of the initial contact for each of the Parties; and
(b)

if a Dispute is not resolved within 14 days of its referral pursuant to Clause 25.1 above, such Dispute shall be referred to the senior authority for each of the Parties; and
(c)

if a Dispute is not resolved within 14 days of its referral pursuant to Clause 25.2 above, such Dispute shall be resolved by litigation in the courts of England pursuant to the governing law as set out on the front page of this Agreement.
26
Dispute under GSCOP:
26.1
Where the GSCOP Code applies, any dispute arising under Articles 11(2) or 11(3) of the Groceries (Supply Chain Practices) Market Investigation Order 2009 (GSCOP Order) will be exclusively dealt with in accordance with the dispute resolution scheme in Article 11 of the GSCOP Order.
27
Governing Law and Jurisdiction:
27.1
This Agreement and any non-contractual disputes or claims arising out of or in connection with it is governed by and shall be interpreted in accordance with English law. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in relation to all matters (whether contractual or non-contractual) arising out of or in connection with this Agreement.
Annex 1

*In all cases, the “charge” is the amount payable by the Supplier for the relevant media feature.