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Terms & Conditions - Suppliers
THIS AGREEMENT, effective from the date of registration ("Effective Date"), is entered into between The Jeweller’s Market Limited (company no. 11242123) ("The Jeweller’s Market") and the entity whose details are set out below (the "Partner") and consists of the particulars set out below, the attached Principal Commercial Terms and the attached Platform Terms and Conditions, including the Annexes (collectively, the "Agreement").
Platform Terms and Conditions
1.1 The Jeweller’s Market operates an online jewellery marketplace that is designed to facilitate the sale of luxury products to individuals via the website (“Platform”). The Jeweller’s Market may also launch and operate applications to enable consumers to access the Platform using certain devices and interfaces from time to time ("Applications"). The Jeweller’s Market reserves the right to revise and update the features, layout and functionality of the Platform and any Application from time to time in its sole discretion.
1.2 The Jeweller’s Market will sell Product / Services of the Partner on the Platform and offline in accordance with the terms of this Agreement.
1.3 The Partner acknowledges that the Platform operates on a worldwide basis, and that by entering into this Agreement the Partner agrees to facilitate the Product / Services for sale in all territories that The Jeweller’s Market will be operational, unless expressly agreed otherwise in writing by the parties. The Jeweller’s Market reserves the right to amend countries it is operational in from time to time upon prior written notice to the Partner.
1.4 The Partner will not:
(a) Create any link to the Platform except from a website that is operated on behalf of the Partner;
(b) "Frame" or "mirror" the Platform on any website, server or wireless or internet-based device or mobile application;
(c) Copy, translate, modify, adapt, reverse-engineer or create derivative works from any software or other materials provided by The Jeweller’s Market; or
(d) Attempt to interfere with the proper working of the Platform and, in particular, must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Platform or any associated website, computer system, server, router or any other internet-connected device; and will not permit any third party to do any of the foregoing.
1.5 The Partner acknowledges and agrees that The Jeweller’s Market’s performance of the services it provides under this Agreement will be conditional on the Partner promptly providing all reasonable assistance, information and decision-making as reasonably required by The Jeweller’s Market from time to time, which the Partner agrees to give.
2. Login Details
Any login details provided by The Jeweller’s Market to the Partner to enable the Partner to access the Platform and/or related tools ("Login Details") are strictly personal to the Partner. The Partner must not transfer its Login Details to any third party or allow any person other than its authorised persons to use the Login Details. The Partner must notify The Jeweller’s Market immediately if any unauthorised person has become aware of the Login Details in circumstances in which there is a risk of unauthorised use of the Login Details. Unless the Partner has notified The Jeweller’s Market of any such risk in writing, any activities that occur using the Partner's Login Details will be treated as if they were carried out by the Partner.
In addition to any other rights The Jeweller’s Market may have, The Jeweller’s Market reserves the right to suspend or disable the Partner's Login Details at any time if, in The Jeweller’s Markets reasonable opinion there is any risk to the security or integrity of the Platform and/or any related tools made available to the Partner.
3. Product / Services, Services and Member Sales
3.1 During the term of this Agreement, The Jeweller’s Market will permit the Partner, subject to the terms of this Agreement, to select and list physical Product / Service (s) of the Partner for sale via the Platform (“Product / Services”) and offline to end user Members who place requests for such Product / Service (s) through the Platform (“Members”), phone or email.
3.2 In providing Product / Services for sale through The Jeweller’s Market, the Partner will provide the required Product / Service (s) information in accordance with the agreed Product / Service(s).
3.3 The Jeweller’s Market reserves the right to revise and update the process in clause 3.2 from time to time, in line with changes to the technology, systems, interfaces and Applications which support the Platform.
3.4 The Partner acknowledges and agrees that the Partner, and not The Jeweller’s Market, is the seller and supplier of all Product / Service (s) and accordingly, and subject to clauses 3.10 and 3.11, is solely responsible for:
(a) the pricing, description, and service (during sale) all Product / Service (s) or; and
(b) complying with all Applicable Laws (as defined in clause 6.3(b)) with respect to its activities and responsibilities in (a) and (c).
(c) ensuring compliance with the VAT requirements (including registration, if required, and the submission of returns) of any of the countries they are selling to.
Except for the specific obligations expressly undertaken by The Jeweller’s Market as set out in this Agreement, and subject only to clause 11.1, The Jeweller’s Market accepts no responsibility or liability for any aspect of any of the foregoing.
3.5 The Partner is responsible to provide the price of each Product / Services for sale in a different currency where applicable.
3.6 Each Member Sale will incorporate and will be subject to our standard terms and conditions published within the Platform or as otherwise notified by The Jeweller’s Market to the Partner (as may be varied by The Jeweller’s Market from time to time in accordance with those terms) ("Member Terms").
3.7 The Jeweller’s Market will provide and operate an online checkout tool on the Platform and will be responsible for taking payment of the purchase price (including any delivery charges) and / or a deposit of the purchase price from the relevant Member in respect of each Member Sale in accordance with the prices set by the Partner from time to time in its sole discretion. The Jeweller’s Market will take payment through any of the methods of online payment accepted by The Jeweller’s Market from time to time on the Platform.
3.8 At its sole discretion, the Partner may decide to offer Product / Service (s) as a Pre-Order. If Members are able to order or purchase a Product / Service (s) from the Partner that is not yet available for supply at the point of order or purchase (a "Pre- Order"), the Partner will be responsible for ensuring that all Pre-Orders are fulfilled within the timeframe notified to the Member at the point of Pre-Order.
3.9 Where applicable, the Partner appoints The Jeweller’s Market as the Partner's agent only for the purposes of collecting the purchase price and VAT (or other sales tax) from the relevant Member in respect of each Member Sale. The Partner acknowledges and agrees that payment to The Jeweller’s Market by the relevant Member will discharge such Member’s liability to the Partner in respect of the purchase price and applicable taxes payable in respect of the relevant Member Sale.
3.10 The Jeweller’s Market will promptly relay the service details in respect of each Member Sale to the Partner, and the Partner will then promptly fulfil such request in accordance with the Member Terms.
3.11 Except as provided by clause 3.9, neither party will:
(a) act as, or describe itself or hold itself out as being, a subsidiary, agent or representative of the other; or
(b) make any warranty or representation or do any other act in the name of or on behalf of the other or in any way pledge the credit of the other.
4. Fees and Reimbursement
4.1 The Jeweller’s Market will be entitled to deduct from the gross revenue received by it from Member Sales (“Sales Revenue”) a commission fee calculated at the rate(s) and on the basis set out in the Principal Commercial Terms and Annex A of this Agreement (“Commission”). The Partner will have to pay VAT on Commission at the rate prescribed by Applicable Law.
4.2 The Partner will remit invoices issued by The Jeweller’s Market 14 days following submission of
invoice. All invoices submitted by The Jeweller’s Market will send an accompanying statement which the Partner may use to verify the amount of Sales Revenue and Commission.
4.3 If, at any time, the amount of any refunds due to Members in respect of returns exceeds the amount of any Sales Revenue, less Commission, due to the Partner, the Partner will promptly reimburse The Jeweller’s Market for such amounts.
5. Request Fulfilment
5.1 The Partner will fulfil all requests by Members on the Platform in accordance with the Member Terms and in any event in accordance with Applicable Laws. The Partner will provide to The Jeweller’s Market all information reasonably required regarding updates and cancellations.
5.2 The Jeweller’s Market will send the Member documentation with an overview of their request in line with the Partner’s fulfilment terms.
5.3 After acceptance of a Member's request (or any portion of the Member's request) ("Fulfilment"), the Partner will promptly and accurately inform The Jeweller’s Market that the request will be fulfilled. The Partner must make such notification within 24 working hours of the fulfilment. If the Partner fails to provide notification of fulfilment within 24 working hours and there is a Member initiated complaint, The Jeweller’s Market may in its sole discretion cancel (and/or direct the Partner to stop and/or cancel) any such transaction.
5.4 The Partner will deliver the Product / Services(s) to the Member within the timescales required by the Member Terms and in any event in accordance with Applicable Laws. In the case of a Pre-Order, the Partner will deliver the Product / Service(s) within those timescales following the applicable availability date. Persistent failure to deliver to Members on time may lead to the Partner being removed from the Platform.
5.5 Each sale of a Product / Service (s) agreed is recorded in the relevant Partner interface using The Jeweller’s Market standard procedures.
5.6 The Partner will not communicate directly with Members concerning request acceptance confirmation of Product / Service (s) it sells. All communications (acceptance-related or otherwise) with the Member will take place directly through The Jeweller’s Market team with the exception of Member initiated or approved communication.
6.1 The Jeweller’s Market warrants that:
(a) It has full capacity and authority and has obtained all necessary consents to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of The Jeweller’s Market; and
(b) the services it provides under this Agreement will be performed with reasonable care and skill.
6.2 Except as expressly set out in this Agreement and subject only to clause 11.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality, non-infringement or fitness for any purpose, will apply to anything supplied or provided by The Jeweller’s Market under this Agreement.
6.3 The Partner warrants that:
(a) it has full capacity and authority and has obtained all necessary consents to enter into and perform this Agreement and that this Agreement is executed by a duly authorized representative of the Partner;
(b) the Partner, the Product / Service (s) and their listing, description, advertising, marketing, promotion, sale, packaging, labelling, supply and delivery will comply with the Consumer Terms and all applicable laws, regulations and requirements of any competent authority (including in the jurisdictions where the Product / Services are deemed sold), including, without limitation, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Electronic Commerce (EC Directive) Regulations 2002 (“Applicable Laws”); and
(c) the Partner Materials (as defined in clause 10.2) do not contain or distribute any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, promotes violence or hatred, is blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with Applicable Laws.
6.4 The Partner warrants that it will comply with the Service Level. If the Partner fails to comply with the Service Levels, it will be liable to pay to The Jeweller’s Market the applicable compensation in accordance with the terms set out in Annex A and persistent failure may lead to a breach of the Agreement.
6.5 The Partner will indemnify The Jeweller’s Market against all loss, damage and/or liability suffered or incurred by The Jeweller’s Market as a result of any breach by the Partner of clauses 6.3(b) and/or 6.3(c).
7. Confidentiality and data protection
7.1 For the purposes of this Agreement, "Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this Agreement), including all information relating to that other's, or any of its group companies’, business, operations, systems, processes, Product / Service (s), trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, Members, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential. THE JEWELLER’S MARKET's Confidential Information will include all Login Details.
7.2 Each party will:
(a) keep confidential all Confidential Information of the other party which it receives in connection with this Agreement;
(b) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this Agreement;
(c) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and subcontractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 9); and
(d) promptly on request and, in any event, on termination of this Agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party certify in writing that it has done so.
7.3 Either party may disclose the other's Confidential Information to the extent required by Applicable Law or by any court, tribunal, regulator, stock exchange or other officially regulated exchange or other authority with competent jurisdiction to request its disclosure (only upon prompt notification to the party whose information is the be disclosed and in cooperation with that party to potentially narrow or resist the request and to furnish only the information that is required).
7.4 The obligations in this Agreement do not apply to information which:
(a) is available to the public other than any breach of this Agreement
(b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
(c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others.
7.5 Each party will, where applicable:
(a) obtain and maintain all the appropriate registrations and consents under the Data Protection Act 1998 and all regulations and orders issued under it, and/or any other applicable privacy or data protection on laws (“Data Protection Laws”) in order to all that party to perform its obligations under this agreement;
(b) comply with its obligations under the Data Protection Laws; and
(c) use reasonable efforts to ensure that no act or omission by it, its officers, employees, contractors, sub-contractors or agents results in a breach of the obligations of either party under Data Protection Laws.
7.6 In relation to any personal data that is processed by the Partner under this Agreement, the Partner acknowledges that The Jeweller’s Market is the data controller of that data and the Partner is acting as a data processor on The Jeweller’s Market’s behalf. In the Partner’s capacity as data processor, the Partner will:
(a) implement and maintain appropriate technical and organizational security measures against unauthorized access, use and disclosure of the personal data;
(b) comply with The Jeweller’s Market reasonable instructions relating to the security and confidentiality of the personal data, and will in any event keep it confidential and secure from disclosure to unauthorised third parties;
(c) process that personal data only strictly in accordance with The Jeweller’s Market instructions and for the purposes of this Agreement; and
(d) not transfer or allow the transfer of the personal data collected in the European Economic Area to any country outside the European Economic Area.
7.8 The Partner will destroy and/or delete all Member Data once it no longer requires the Member Data to perform its obligations under this Agreement and will in any event do so on termination of this Agreement (unless it needs the Member Data to fulfil its post-termination obligations in clause 11.2(b) and/or to comply with legal requirements, that does not alter or waive the Partner’s obligations under clause 7, in which case the Partner may continue to store the applicable Member Data until it has performed its obligations after which it will destroy and/or delete the Member Data). On request by The Jeweller’s Market, the Partner will certify in writing that it has complied with this clause 7.8.
7.9 The Partner will indemnify The Jeweller’s Market against all loss, damage and/or liability suffered
or incurred by The Jeweller’s Market as a result of any breach by the Partner of its obligations under
this clause 7.
8. Intellectual Property Rights
8.1 Subject to clause 8.2, The Jeweller’s Market will, as between the parties, remain the sole and
exclusive owner of all intellectual property rights and other rights in and to the Platform, any Applications, Member Data and all intellectual property, works, tools, Product / Service(s), documentation, information, data and other material (including software, designs and specifications) that it uses and/or makes available to the Partner in connection with the Platform and/or the performance of The Jeweller’s Market’s obligations under this Agreement (“THE JEWELLER’S MARKET Materials”).
8.2 The Partner will, as between the parties, remain the sole and exclusive owner of all intellectual property rights and other rights in and to the Product / Service (s), marketing materials, campaign images and other materials, and all works, Product / Service (s), documentation, information (including the Product / Service (s) listings), data and other materials (including any trade mark or other Partnering) that the Partner submits to or through the Platform and/or makes available to The Jeweller’s Market in connection with the Platform and/or the performance of the Partner's obligations under this Agreement (“Partner Materials”).
8.3 The Partner grants to The Jeweller’s Market a non- exclusive, royalty-free, sub-licensable, worldwide license to use, store, copy, reproduce, distribute, display and transmit the Partner Materials, during the term of this Agreement, and in connection with the Platform and all related websites, interfaces and Applications, to the extent necessary to enable The Jeweller’s Market to perform its obligations and exercise its rights under this Agreement.
8.4 The Partner will indemnify The Jeweller’s Market against all loss, damage and/or liability suffered or incurred by The Jeweller’s Market as a result of any third-party claim that the use by The Jeweller’s Market of the Partner Materials as permitted by this Agreement infringes the intellectual property and/or other proprietary rights of any third-party.
8.5 Except as expressly provided in this Agreement, nothing in this Agreement will give and/or transfer either party any right and/or ownership in respect of any intellectual property rights owned by the other or the goodwill associated with them, and neither party may use any corporate, trading or Partner name, trade mark or logo of the other party, without the prior written consent of the other. Any goodwill arising from the use of a party's trade mark under this Agreement will belong to that party.
9.1 Nothing in this Agreement excludes or limits either party’s liability:
(a) for death or personal injury caused by its negligence;
(b) for fraudulent misrepresentation, or for any other fraudulent act or omission by its officers, employees, agents, contractors or sub- contractors;
(c) under any express indemnity contained in this Agreement;
(d) to pay sums properly due and owing to the other in the normal course of performance of this Agreement; or
(e) for any other liability which may not lawfully be excluded or limited.
9.2 Subject to clause 11.1, neither party will be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:
(a) loss of profit, sales, turnover, revenue or business;
(b) loss of Members, contracts or opportunity;
(c) loss of or damage to reputation or goodwill;
(d) loss of anticipated savings;
(e) loss of software or data, or loss of use of hardware, software or data (except where such loss is caused by the Partner in violation of clause 1.4 or another provision of this Agreement);
(f) loss or waste of management or other staff time; or
(g) indirect, consequential or special loss; arising out of or relating to this Agreement, whether or not such loss was foreseeable or if it was advised of its possibility.
9.3 Subject to clauses 11.1 and 11.2, The Jeweller’s Market’s total liability to the Partner arising under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, will be limited, in respect of each 12-month period calculated from the Effective Date, to the greater of: (a) the total amount payable to The Jeweller’s Market in respect of that period; and (b) £5,000.
10. Term and termination
10.1 This Agreement will commence on the Effective Date. This Agreement will continue for an initial term which expires 12 months from the date on which the Platform is launched (or if the Platform has already been launched at the date of acceptance of this Agreement, 12 months from the Effective Date) ("Initial Term").
10.2 Either party may terminate this Agreement by giving the other written notice if the other:
(a) materially breaches any term of this Agreement and it is not possible to remedy that breach;
(b) materially breaches any term of this Agreement and it is possible to remedy that breach, but the other fails to do so within 14 days of being requested in writing to do so;
(c) the other becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so; or
(d) is delayed in performing its obligations under this Agreement under clause 14 for a period of 30 days or more.
11. Effects of termination
11.1 The termination of this Agreement for any reason will not affect any accrued rights or liabilities or entitlement to remedies of either party as of the date of termination and will not affect the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination. Without prejudice to the generality of the foregoing, the following clauses will survive termination of this Agreement for any reason: clauses: 6.5, 9, 10, 11, 13.9 and this clause.
11.2 On termination of this Agreement for any reason:
(a) The Jeweller’s Market must remove the Partner's presence, from any marketing information;
(b) the Partner will continue to fulfil all Member Sales and Member care obligations for requests placed prior to the Partner's presence being removed from the Platform under clause (a) and The Jeweller’s Market will be entitled to Commission in respect of the Sales Revenue derived from them; and
(c) the Partner will comply with its obligations in clause 7.8.
12. Force majeure
Neither party will be liable for any failure to perform any of its obligations under this Agreement if the performance of such obligations has been interfered with, hindered, delayed or prevented by any circumstances which are not reasonably within the control of that party (a "Force Majeure Event"), provided it: (a) promptly notifies the other party of the Force Majeure Event; (b) uses all reasonable efforts to mitigate the effects of the Force Majeure Event; (c) uses all reasonable efforts to resume performance as soon as reasonably practicable; and (d) could not have avoided the breach by taking steps that it ought reasonably to have taken in light of matters known to it before the Force Majeure Event arose.
13.1 Either party may not sub-license or assign, sub-contract or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other party.
13.2 Any notice required by this Agreement to be given by one party to the other will be in writing and will be served by sending the same by certified mail to the other party at the address of such party set out at the beginning of this Agreement or such other address as has been notified in writing from time to time by such party.
13.3 No omission, forbearance or delay on the part of either of the parties to enforce fully any provision of this Agreement or any other right, power, privilege or remedy otherwise available to it will be construed as a waiver of such provision, right, power, privilege or remedy or of a right thereafter to enforce the same or any other provision, right, power, privilege or remedy.
13.4 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any applicable jurisdiction then such provision will be treated in such jurisdiction as severed from the remaining provisions and neither the validity legality or enforceability of the remaining provisions nor the validity legality or enforceability of such provision under the law of any other applicable jurisdiction will in any way be affected or impaired.
13.5 No variation to this Agreement will be effective unless it is in writing and signed by or on behalf of both parties.
13.6 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
13.7 This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior agreements written or oral and each of the parties acknowledges that it has not been induced to enter into this Agreement by reason of any representation made by or on behalf of the other party. Nothing in this clause 13.7 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
13.8 Provided always that nothing in this Agreement will prevent either party, in cases in which interim, injunctive or declaratory relief is required, from commencing proceedings and pursuing claims before a court of competent jurisdiction, any dispute or difference between the parties arising out of or in connection with this Agreement or its subject matter will be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration ("LCIA"), which rules are deemed to be incorporated by reference into this Agreement. The number of arbitrators will be one, unless the LCIA determines that, in view of all the circumstances of the case, a three- member tribunal is appropriate. The place and seat of arbitration will be London, England. The language to be used in the arbitration proceedings will be English. The decision of the arbitrator will be final and binding upon the parties.
13.9 This Agreement is governed by English law. Subject to clause 13.8, both parties are also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its intellectual property rights and/or Confidential Information.
Service Level Agreement
|Partner obligation||Service Level||THE JEWELLER’S MARKET right|
|Respond to Member queries, sales and service requests (“Member Requests”).||The Partner will respond to each Member query or fulfil each Member sale and service request within 48 hours.||If the Partner fails to meet this Service Level, and in order to preserve the quality of the Platform, The Jeweller’s Market reserves the right in its discretion to refund to the Member the amount paid for the applicable Product/Service(s) in dispute and/or block the payment to the Partner of the applicable revenue until the dispute is resolved. The Jeweller’s Market may deduct any refunded amount from the amounts payable to the Partner under this Agreement.|
The Jeweller’s Market will be entitled to the applicable Commission for the relevant Product / Services(s), and The Jeweller’s Market may offset the amount of such Commission against any amounts payable to the Partner under this Agreement.
|Acknowledge and accept Member Requests and communicate their acceptance to The Jeweller’s Market.||The Partner will notify The Jeweller's Market whether it accepts a Member request within 24 hours of receiving notification from The Jeweller's Market.||If the Partner fails to meet this Service Level, and in order to preserve the quality of the Platform, The Jeweller’s Market reserves the right in discretion to refund any amount paid by the Member for the nonconfirmed order. The Jeweller’s Market may deduct any refunded amount from the Amounts payable to the Partner under this Agreement. The Jeweller’s Market will be entitled to the applicable Commission for the relevant Product / Services(s), and The Jeweller’s Market may offset the amount of such Commission against any amounts payable to the Partner under this Agreement.|
|Fulfil all Member Requests that have been accepted by the Partner.||The Partner will fulfil 100% of Member Requests accepted by the Partner within the required timeframe set out in the Member Terms (such service level to be measured on a monthly basis).||For each Member order that the Partner fails to fulfil within the required timeframe set out in the Member Terms, The Jeweller’s Market reserves the right in its discretion to:|
(a) suspend the applicable Member Sale; and/or (b) refund to the Member the amount paid for the applicable Product / Services(s). The Jeweller’s Market may deduct any refunded amount from the amounts payable to the Partner under this Agreement. The Jeweller’s Market will be entitled to the Commission for the relevant Product / Services(s), and The Jeweller’s Market may offset the amount of such Commission against any amounts payable to the Partner under this Agreement.
|Fulfil all The Jeweller’s Market Member Requests that have been submitted by Members on the platform.||The Partner will: (a) fulfil at least 97% of all The Jeweller’s Market requests within the required timeframe set out in the Member Terms (such service level to be measured on a monthly basis); and (b)ensure that its Product / Services stock updates are accurate at all times.||For each The Jeweller’s Market order that the Partner fails to fulfil within the required timeframe set out in|
the Member Terms, The Jeweller’s Market reserves the right in its discretion to:
(a) suspend the applicable Member Sale; and/or (b) refund to the Member the amount paid for the applicable Product / Services(s).
The Jeweller’s Market may deduct any refunded amount from the amounts payable to the Partner under this Agreement.
The Jeweller’s Market will be entitled to the Commission for the relevant Product / Services(s), and The Jeweller’s Market may offset the amount of such Commission against any amounts payable to the Partner under this Agreement.
If the Partner fails to meet any Service Level set out in this Annex B then: (a) The Jeweller’s Market may exercise the rights set out in the table above; and (b) the Partner will be liable to The Jeweller’s Market for the applicable amounts set out in the table above. The Partner acknowledges and agrees that any right exercised by The Jeweller’s Market under this Annex B is without prejudice to any other rights and remedies that The Jeweller’s Market may have under this Agreement or otherwise in respect of a failure by the Partner under this Annex B.
The Partner will, on a monthly basis, monitor and record its performance of its obligations in the table above by reference to the Service Levels set out in this Annex B for the purpose of preparing and delivering to The Jeweller’s Market a monthly Service Level report. The Partner will be responsible for implementing the necessary measurement and monitoring tools and procedures required to measure, monitor and report its compliance with the applicable Service Levels. Failed Service Levels shall be targeted by the Partner for improvement. In return, The Jeweller’s Market will provide a monthly account to the Partner summarizing sales, percentage of sales, sold full price and discount items as well as demographic information about the Member for the Partner.