RETAIL TERMS AND CONDITIONS
These terms & conditions are designed to be additional to our main terms & conditions as set out on The Pommier’s Website which can be found here: https://www.thepommier.com/pages/terms-conditions
By using our advertising space you agree and are binded to these terms as set out below:
The Pommier - THEPOMMIER.COM Limited, a company registered in England & Wales. Registered Trading Number: 095004399
Designer or Advertiser - You the client
Retail Space - 58 Neal Street, London WC2H 9PA
Advertising Space - Display made available to advertise your products
Mon - 10am - 7pm
Tue - 10am - 7pm
Wed - 10am - 7pm
Thur - 10am - 7pm
Fri - 10am - 7pm
Sat - 10am - 7pm
Sun - 11am - 5pm
Commission - A fee deducted from the final sale price by The Pommier.
Fee - An amount payable to The Pommier
Products - The designers jewellery, bags, watches and other accessories.
Exclusive - Products only available at The Pommier either online or in store.
Default - When your account with The Pommier has been put on hold and services have been made temporarily unavailable.
Full Sales Month - Is the 1st to the 31st (or the last date) of each month.
Cancellation - means written communication sent to email@example.com or from firstname.lastname@example.org using a unique reference code generated by The Pommier's system here.
1 - PROVISIONS OF SERVICE
1.1 The Pommier have created and designed a space for designers to advertise their products directly to consumers at 58 Neal Street, London WC2H 9PA
1.2 The space is to be made available for designers to showcase their products 7 days a week.
1.3 The space will be approximately 450mm x 450mm.
2 - THE POMMIER’S RESPONSIBILITIES
2.1 The Pommier agrees to keep the retail space open 7 days a week, but closed on national holidays such as Christmas Day, Boxing Day and New Year’s Day, with an opening time of 10am GMT and a closing time of 7pm GMT Monday to Saturday and 11am GMT to 5pm GMT on Sunday.
2.2 The Pommier agrees to keep the space staffed by fully competent employees and may from time to time subcontract its employees to third parties at its discretion.
2.3 The Pommier will endeavour to keep the advertising space in a clean and professional condition at all times.
2.4 During the agreed time, The Pommier will endeavour to keep the designers products on display at all times when the retail space is open.
2.5 The Pommier agrees to abide by these times at all times unless there is an event that is completely out of our control such as; an act of god, terrorism, transportation failures, fire or flooding.
2.6 If the space is to be closed due to maintenance by the landlord we will seek compensation from the landlord and aim to reimburse the designer if compensation is successful.
2.7.1 Whilst your products are advertised at the Retail Space, the products are the responsibility of The Pommier and you agree to transfer over the title of ownership of the products to The Pommier whilst they are in The Pommier’s possession.
2.7.2 Title of ownership will remain with The Pommier and supersedes any terms or provisions set by the advertiser either signed or not signed by Employee's of The Pommier until your contractual agreement is paid in full.
2.8 In the unlikely event of theft, loss or damages to the advertisers products, The Pommier will be liable and the advertiser agrees to let The Pommier pay the trade price for the product(s) after proof has been provided and agreed between the designer and The Pommier.
2.9 Satisfactory proof may come in the form of a crime reference number provided by the police, photographic or videographic evidence.
3 - THE ADVERTISERS RESPONSIBILITIES
3.1.1 The advertiser agrees to send products and display materials to be made available for advertising at the retail store on time and via the quickest possible method at their own costs, this includes shipping, custom and import tax fee's.
3.1.2 The Pommier may directly pay import tax fee's on behalf of an advertiser but these fee's will be charged to the designer on their invoice.,
3.1.3 The advertiser agrees to transfer ownership of their products and display materials to The Pommier on receipt of such items and the items will remain the property of The Pommier until the advertising fee for the agreement period has been paid in full.
3.2 The advertiser agrees to check the quality of the products they are sending prior to sending them and to package the products in such a way that they do not arrive to the retail space damaged.
3.3 If for any reason the products do arrive damaged, the advertiser agrees to replace the product as soon as possible whilst The Pommier returns the damaged product.
3.4 If the advertiser is holding an event at the retail space which has been agreed by The Pommier, the advertiser agree’s to attend the event on time and use the best of their abilities to make the event a success.
3.5 By advertising your products at the retail store, the advertiser agrees to also promote their own products on display via social media at least once per week whilst their products are on display.
3.6 The advertiser understands that The Pommier are in no way responsible for any anticipated sales targets, predicted sales targets or any other sales targets set by the advertiser as The Pommier only provides the facilities for the advertiser to advertise their products available for customers to purchase.
3.7 The advertiser acknowledges that it is their responsibility to arrange the collection of stock and props at the end of their agreement and at their own cost. The Pommier are not liable to make arrangements to return items nor responsible for any shipping costs or taxes including but not limited to import taxes for the return of items.
4 - THE AGREEMENT
4.1 The agreement is between you (advertiser) and The Pommier (service provider) and can not be transferred to anyone else outside of this agreement unless it has been agreed in writing by The Pommier.
4.2.1 The designer agrees to advertise their products at our retail location in Covent Garden by providing The Pommier with their products and display materials.
4.2.2 Display materials must be in great condition and must not include any references to the designers or third party websites, social media or any online publications other than thepommier.com
4.3.1 Payment is to be made within 7 days after receiving the invoice from The Pommier. Payment is to be made via the nominated bank account as chosen by The Pommier.
4.3.2 Failure to make payment within 7 days will result in your products not being insured by The Pommier and may result in your products being removed from display at the store.
4.4.1 The agreement is for 3 full calendar months or 6 full calendar months if chosen by the advertiser and the advertiser agrees to pay a total of £1,500 + VAT or £1,800 for designers outside of the EU or within the EU trading as a VAT registered company on a 3 month agreement or £2,400 + VAT or £2,880 for designers outside of the EU or within the EU trading as a VAT registered company on a 6 month agreement.
4.4.2 The Pommier may offer designers a monthly payment option at their sole discretion and have the right to withdraw the monthly payment option at anytime. Monthly payment options are not an entitlement to advertise for a specific month as the agreement is for a full 3 months or 6 months if chosen by the advertiser in writing prior to completing the application form.
4.4.3 The Pommier may offer designers a higher commission fee of 45% + VAT without a monthly rental option. If this is offered, the designer must commit to generating a minimum of £1,100 of sales per full sales month or pay the difference until the total amount of revenue for The Pommier is equal to £500 + VAT.
4.4.4 The Pommier may offer designers an option to deduct the £500 + VAT fee from sales generated but if in any case the sales received do not exceed £500 + VAT the advertiser is responsible to pay the remaining balance.
4.4.5 Any payment made for the advertising space is strictly non-refundable, this includes deposits.
4.5 All sales will be made as usual via The Pommier’s website and the agreed rate of commission applies.
4.6.1 Failure to pay the applicable fee’s to The Pommier will result in a default until your invoice is paid in full. Whilst in default, your products will be removed from the advertising space and kept in storage until the amount is paid in full. Any fee’s for storage will be added to the invoice and are liable to be paid for by the advertiser.
4.6.2 For late payments, an administration fee of £25 + VAT and an interest rate set at 5% will be added to the overall total of each invoice outstanding on a weekly basis until the invoice is settled in full.
4.6.3 When your account is in Default, access to your dashboard will be temporarily removed and failure to resolve payment may result in additional text being added to your online profile stating that your account is on hold until payment is received. The text will be removed as soon as your agreement is paid in full.
4.6.4 Whilst in default, The Pommier will invoice the designer for loss of revenue in addition to the outstanding amount owed. Loss of revenue will be calculated by adding the total amount of commission earned since the first day the designer advertised at the retail store and then dividing the final number by the amount of days the designer has advertised at the retail store to get the daily rate of revenue lost.
4.6.5 Whilst in default, we will stop ALL services that The Pommier provides to the designer.
4.6.6 Whilst in default, the designers products remain the property of The Pommier and will continue to remain the property of The Pommier until the designer pays the outstanding amount in full including any default fee’s that may arise.
4.6.7 Whilst in default, the designers products are not covered by The Pommier's insurance for Theft, Damage or Losses.
4.6.8 If the designers products are being showcased at the retail store and their monthly fee's have not or are not paid, the designer agrees to pay an increase of commission of 45% + VAT on any sales made during the time the payment was due until it is paid.
4.7.1 At The Pommier’s sole and absolute discretion, if the designer defaults, we may look to pass your agreement onto another designer willing to advertise in your space but are under no obligation to do so.
4.7.2 If we fail to resolve any outstanding payments with the advertiser we will look to take further legal action to recover the outstanding balance including any loss of revenue and fee's.
4.8 At the absolute sole discretion of The Pommier, if it is agreed that the designer is unable to pay the amount in full or the designer fails repeatedly to respond to The Pommier's communications, The Pommier may sell the designers products to recover the debt via any means necessary.
4.9 The Pommier reserves the right to make amend these terms at anytime. Any changes will be available in the advertisers dashboard and we may from time to time email these changes to you.
5 - LIMITATION OF REMEDIES AND LIABILITY
5.1 Nothing in this Agreement shall operate to exclude or limit The Pommier's liability for:
5.1.1 death or personal injury caused by its negligence; or
5.1.2 any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
5.1.3 wilful misconduct;
5.1.4 fraud; or
5.1.5 any other liability which cannot be excluded or limited under applicable law.
5.2 Subject to clause 5.1, The Pommier shall not be liable to the designer for any loss of profit, anticipated profit, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
5.3 Subject to clause 5.1, The Pommier’s aggregate liability in respect of claims arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total Charges payable by the designer to The Pommier for the applicable Project.
6 TERM AND TERMINATION
6.1.1 The minimum period of this agreement is one, three, six or twelve months depending on the period agreed in writing between the advertiser and The Pommier and shall continue on the same terms and conditions unless either party gives to the other in writing not less than one full calendar month prior notice to terminate the agreement at the end of the anniversary and will continue on the same terms thereafter.
6.1.2 The Agreement start date is the 1st of the month that it is agreed in writing to use the retail space.
6.2 If the designer does not complete our Membership Cancellation Form and email the Unique Reference Code (UCR) to email@example.com one full calendar month before the anniversary date of the agreement, a new one, three, six or twelve month (depending on your original agreed terms) agreement will automatically be valid on the same terms as this agreement.
6.3 Either party may terminate this agreement immediately at any time if:
6.3.1 the other party commits any material breach of its obligations under the Contract which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or
6.3.2 the other party:
(a) ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or
(b) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(c) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
(d) the ability of that party's creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party's creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(e) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
(f) the designer or anyone connected to the designer threatens or actually causes; fraud, theft, blackmail, assault, or any other act of crime to The Pommier, it’s associates, customers or third parties.
(g) the designer or anyone connected to the designer interrupts service and prevents our staff from serving customers without having written consent to do so.
6.3.3 In the unlikely event of a breach in clauses 6.3.1 or 6.3.2, payment made for the advertising space will not be returned or refunded to the designer and any payments due to The Pommier within one full calendar month of the breach will still be owed.
6.4 On termination or expiry of a Project:
6.4.1 the designer shall immediately pay to The Pommier all of The Pommier’s outstanding unpaid invoices and interest and, in respect of Services supplied or commenced but for which no invoice has been submitted, The Pommier may submit an invoice, which shall be payable immediately on receipt;
6.5 At the end date of the agreement the designer must make arrangements to collect their products and display materials from The Pommier store.
6.6 At the end date of the agreement, products and display props that have not been collected are not covered by The Pommier's insurance for Theft, Loss or Damages.
7 FORCE MAJEURE
7.1 The Pommier shall not be liable in any way for loss, damage or expense arising directly or indirectly from any hindrance, failure or delay in performing any obligation under the Contract caused by the actions or omissions of the designer, its employees, agents, contractors or other third parties providing goods or services to or acquiring them from the designer or by any circumstance beyond The Pommier’s reasonable control, which shall include war (or other action of military forces), terrorism, riot, civil commotion, sabotage, vandalism, accident, breakdown or damage to machinery or equipment, acts of God, fire, flood, severe weather conditions, extreme traffic congestion, strike, lock-out or other industrial disputes (whether or not involving employees of The Pommier) or shortage of materials at the market rates existing when the relevant Contract is made, legislative or administrative interference or national crisis (each an “Event of Force Majeure”). If an Event of Force Majeure continues for more than a period of 30 days The Pommier shall be entitled at its discretion to perform, suspend performance of, and/or terminate the Contract.
8.1 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
8.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
8.3 The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate:
8.3.2 was in possession of the receiving party prior to disclosure by the other party; or
8.3.3 was received by the receiving party from an independent third party who has full right of disclosure; or
8.3.4 was independently developed by the receiving party; or
8.3.5 was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
8.4 The parties acknowledges that nothing in this Agreement shall affect each party’s right to use as it sees fit any general marketing or advertising experience gained in the course of providing or receiving the Services.
9.1 A notice given under this Agreement:
9.1.1 shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
9.1.2 shall be sent for the attention of the person, and to the address, fax number or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and
9.1.3 shall be:
(a) delivered personally; or
(b) sent by fax or e-mail; or
(c) sent by pre-paid first-class post, recorded delivery or registered post; or
(d) (if the notice is to be served or posted outside the country from which it is sent) sent by registered airmail.
9.2 A notice is deemed to have been received:
9.2.1 if delivered personally, at the time of delivery; or
9.2.2 in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next Business Day; or
9.2.3 in the case of pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting; or
9.2.4 in the case of registered airmail, five days from the date of posting; or
9.2.5 if deemed receipt under the previous paragraphs of this clause
9.2 is not within business hours (meaning 10.00 am to 6.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.
9.3 To prove service, it is sufficient to prove that the notice was transmitted by fax to the fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
9.4.1 Notices must be served 1 calendar month before any anniversary. After the notice is served, any payment that is due during the notice period is still payable.
9.4.2 Notices for a serious breach of contract as set out in clauses 6.3.1 and 6.3.2 are effective immediately.
10.1 Assignment and other dealings. The Pommier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The designer shall not, without the prior written consent of The Pommier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
10.2 Entire agreement. This Agreement and any Statement of Work or Proposal (together the “Contractual Documentation”) constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement
10.3 No warranty or representation. The parties agree that neither of them has been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement as a warranty.
10.4 Variation. No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
10.5 Waiver. A waiver of any right under this Agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
10.6 Third party rights. This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
10.7 Cumulative rights. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
10.8 No partnership or agency. Nothing in the Contract shall constitute a partnership, joint venture, representative or agency relationship between the parties hereto or be construed or have effect as constituting any relationship of employer and employee between the parties. Neither party shall have the authority to bind or pledge the credit of, or oblige, the other in any way without obtaining the other’s prior written consent
10.9 Severance. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.10 Governing law and jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
10.11 Dispute resolution. If any claim or dispute arises under or in connection with this Agreement, the parties will first attempt to settle such claim or dispute by negotiation (save that this clause 10.11 shall not prevent either party from seeking injunctive relief concerning a threatened or actual breach of any provision of this Agreement). If the parties have not settled any claim or dispute by mediation within 30 days from the initiation of such negotiations, the dispute may be referred to and finally resolved by the courts.
10.12 The Pommier reserves the right to make changes to these terms & conditions at anytime and will notify the seller of any changes.
11 CONTACT DETAILS
Please direct any queries about this Seller Agreement by email to: firstname.lastname@example.org with the subject: Retail Store Agreement.