Love The Sales - Terms and Conditions
This Agreement sets out the terms on which the Retailer and Love the Sales Limited (incorporated and registered in England and Wales with company number 08642577 whose registered office is at The Frames, 1 Phipp St, London, United Kingdom, EC2A 4PS) shall operate.
Definitions and interpretation
Definitions:
Agreement: these terms together with any other terms agree in writing by the parties.
Commencement Date: the date the Retailer signs up to be an LTS partner via digital or paper execution agreeing to these terms.
Chargebacks: where an end customer recovers the sum paid for Goods from their card issuer due to the Goods not being received or the Goods being damaged or unacceptable. For the avoidance of doubt, any chargebacks made for any other reason shall not be supported or investigated by LTS.
Commission: the agreed pricing plan and commission rate agreed between the Retailer and LTS from time to time and as set out in the LTS Partner Portal. Commission rates will be based on a percentage of the Net Sales.
Goods: the goods specified and provided by the Retailer to LTS via the Integration.
Integration: the integration between the e-commerce platforms of the Retailer and LTS.
Intellectual Property: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade-marks 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, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights owned or used by the Retailer, 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.
Net Sales: the amount charged to the customer for any Goods, including any value added or other sales tax thereon included in the price, excluding any delivery fee charged by the Retailer.
Retailer: the company who has agreed to deal with LTS to these terms when signing up to the LTS Partner Portal or entering into a separate Agreement incorporating these Terms.
Retailer Data: means all products (discounted and full price), individual product details, all orders, shipping zones/methods/rates, discounts
Retailer's Intellectual Property: shall have the meaning ascribed to it in clause 8.1, that is, Intellectual Property used on or in relation to the Goods and the Retailer's brand and business and the goodwill connected with the Retailer's business.
Retailer’s Standard Sales Terms: the Retailer's standard terms and conditions of sale, as amended from time to time.
Website: the website of LTS at www.lovethesales.com or such other platform used by LTS from time to time.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. A reference to writing or written includes email.
Appointment
From the Commencement Date the Retailer appoints LTS as its non-exclusive agent to promote the sale of the Goods on the Website on behalf of the Retailer on the terms of this Agreement, and LTS accepts the appointment on those terms.
The Retailer authorises LTS to conclude contracts for the sale of the Goods in the name of and on behalf of the Retailer via the Website, without prior reference to the Retailer, but only on the Retailer’s Standard Sales Terms.
The Retailer also authorises LTS to issue payment confirmations and order confirmations (and not, for the avoidance of doubt, invoices) on behalf of the Retailer relating to the sale of the Goods.
The Retailer also authorises LTS to collect payment for the sale of the Goods, together with VAT payable by the customer to the Retailer, on behalf of the Retailer.
Love the Sales’ obligations
Upon the purchase of Goods by the customer on the Website, LTS will notify the Retailer electronically of the order, including the name, address, email address, phone number, items, and transaction value relating to the transaction.
LTS shall describe itself in all dealings involving the Goods and in all associated advertising and promotional material on the Website (if any description is provided there) as "sales agent" or "selling agent" of the Retailer.
LTS shall, in the course of dealing with customers and prospective customers for the Goods, bring to their notice the Retailer’s Standard Sales Terms, so as to incorporate them into each sale contract on the Website.
LTS shall not, without the Retailer's prior written consent, make or give any representations, warranties or other promises concerning the Goods beyond those contained in the Retailer’s Standard Sales Terms.
All contracts for the sale of the Goods by LTS on behalf of the Retailer shall be at the Retailer's prices provided via the Integration by the Retailer to LTS for this purpose, subject to:
any discounts or deductions as the Retailer may allow;
Any discounts or deductions as LTS provides, provided any such LTS initiated discounts shall be deducted from the Commission payable to LTS by the Retailer for such Goods.
LTS shall notify the retailer of any proposed chargeback as soon as reasonably possible and the parties shall work together to agree whether or not a chargeback request should be settled or not.
All contracts for the sale of the Goods by LTS on behalf of the Retailer shall be on the Retailer’s Standard Sales Terms.
LTS will use reasonable endeavours to ensure the Integration operates effectively and properly.
The retailer agrees that LTS is entitled to use paid advertising for the purpose of enabling LTS to sell their stock via the LTS marketplace.
The parties agree that in connection with the use of the Integration the Retailer will maintain a digital record of all communication as part of the integration and LTS will be entitled to receive access to, on a real time basis and use the Retailer Data for the following purposes:
Retrieving the Retailer Data);
Updating Products' stock levels;
Creating Orders;
internal analysis of the Retailer’s sales;
provision to the Retailer of such analysis where available;
analysing Retailer performance metrics;
driving predictive analyses to grow the Retailer’s business on LTS; and
optimising the Retailer’s discounted/clearance sales on LTS.
3.11 LTS agrees that it shall not disclose the Retailer Data to any third parties and will be liable to the extent that it directly causes the Retailer any losses as a result of the use of the Retailer’s data via the Integration exceeding such categories of use etc out in clause 3.10.
Retailer's obligations
The Retailer shall perform any contracts for the sale of the Goods made on its behalf by LTS under this Agreement, subject to and in accordance with the Retailer’s Standard Sales Terms.
Customer Care
If a customer contacts the Retailer regarding an order made through LTS (or LTS refers a customer to the Retailer):
the Retailer agrees to respond to the customer within 1 business day.
The Retailer must make a reasonable effort to resolve the customer query within 3 business days of the initial communication (by the customer or LTS, whichever occurred first)
If the Retailer fails to resolve the customer query within 3 business days of the initial communication the Retailer will be fined the lower of £25 per late response or fully fund a 10% compensation per customer that will be applied to their next purchase on LTS.
The Retailer must provide all order updates to the customer as defined below:
Order confirmation and shipment confirmation must be triggered at the point of the order being received or shipment being commenced.
Cancellations: The retailer must contact the customer via email and provide an explanation as to why an order is going to be cancelled, prior to cancelling that order within their ecommerce system and triggering a refund.
Retailer will be charged a penalty to the effect of the lower of lower of £25 per cancelled order OR the equivalent commission lost per order for 1% of orders cancelled in a 30 day period, including but not limited to Out of Stock or Damaged Stock events.
All post-purchase customer service is the responsibility of the Retailer and must be of a high standard to maintain customer satisfaction.
LTS reserves the right to terminate the Agreement in the event of failure of the Retailer to adhere to customer service SLA’s and standards
The Retailer must maintain correct stock information in their ecommerce platform (including but not limited to stock availability, pricing, product images and details, order processing status, order dispatch status,), which is provided to LTS via the integration. Any discrepancies in order status for a period of 24 hours from order confirmation will result in a Retailer fine which will be the lower of £25 per order or fully fund a 10% compensation per customer that will be applied to their next purchase on LTS.
Refunds
The Retailer must keep the status of an order up to date within their ecommerce platform (e.g. refund, cancelled, shipped) so LTS can be notified of any change via the Integration. The Retailer must update the order status within within 24 hours of order confirmation (particularly necessary for refunds and cancellations).
The Retailer shall notify LTS of any refunds as soon as reasonably possible and solely by updating the status of an order in their ecommerce platform and LTS will be authorised to provide such refund to the customer immediately upon such notification.
The Retailer shall ensure that Goods which are notified to it as “reserved” by LTS via the Integration during the ordering process of individual customers, shall be reserved and kept available until completion of the purchase of the Goods.
The Retailer will use reasonable endeavours to ensure the Integration operates effectively and properly.
Where the Retailer needs to make changes to their ecommerce platform that will affect the Integration, (such as platform upgrade or api keys change) or make any other changes that affect the Integration (such as uninstalling the plugin), the Retailer must give LTS two weeks’ notice in writing before making any such changes to enable LTS to accommodate this.
LTS will disable the Retailer immediately if they make any changes to the Integration without notifying us two weeks in advance and the Retailer will be charged a £1,000 fee, or LTS may terminate the contract immediately.
If the Retailer breaks the Integration, the Retailer will be required to fix this within 5 business days, failing which:
If on the 6th business day the Integration is still broken, the Retailer will be charged a £1,000 fine.
If after 14 business days the Retailer has not resolved the broken Integration, LTS will reserve the right to:
keep the earned Net Sales in the associated Retailer’s Stripe (escrow) account, until the broken integration has been resolved in order to resume ecommerce on LTS; or
terminate the contract and remove them from the LTS marketplace.
he Retailer is responsible for issuing invoices to customers. The Retailer is responsible for the VAT it receives from LTS as part of the payments made to the Retailer for customer purchases.
Returns
The Retailer must offer a 30 day free returns policy to the LTS customer save for 1-23 December each year where the Retailer must offer a 45 day free returns policy to the LTS customer. Notwithstanding the above policy returns requirement, the Retailer must offer no less than the best returns policy they offer elsewhere ie. if they offer 60 day free returns on their website, they should offer the same 60 day free returns to LTS customers.
Where the Retailer needs to issue a refund to a customer because of a fault caused by the Retailer (e.g. item out of stock / damaged), the Retailer agrees to refund delivery costs to the customer.
Customer Disputes
The Retailer shall be responsible for all customer care and service requirements. The retailer will deal promptly and efficiently with any complaint, dispute or post-sale enquiry (together, Enquiries) relating to the Goods raised by a customer, and in any event shall respond to such Enquiries, including via email within 1 business day of any email or phone call from a customer. All conditions under clause 4.2 apply.
The Retailer will be responsible for customer service queries.
The Retailer bears all liability for disputes raised by a customer (including but not limited to quality, shipping or handling of goods, save for fraudulent payment disputes which LTS has liability for and protects the Retailer against.
LTS will provide reasonable assistance to the Retailer to contest a customer dispute, but is not liable for lost disputes (save for fraudulent payment disputes).
When a customer raises a dispute regarding an order placed with the Retailer via LTS:
LTS will email the Retailer to notify them as soon as reasonably possible (Dispute Notice);
The Retailer has 7 days of the Dispute Notice to respond to LTS with the required information to contest the dispute (e.g. shipping date, shipping method, tracking info / proof of delivery, any correspondence with the customer), failing which:
LTS will be entitled to accept the dispute; and
the funds for that order will be returned by the cardholder's bank back to the purchaser; and
the Retailer will not be paid for that order
Stripe charges a £15 admin fee for handling any disputes, which LTS will charge the Retailer (except in the case of a fraudulent payment dispute).
If a Retailer is successful in contesting a dispute, then the funds for the order (less Commission + the £15 Stripe fee) will be deposited to them at the next available payment date.
Counterfeit goods
The Retailer is not permitted to list / sell counterfeit goods via the Integration. If a Retailer is found to be selling counterfeit goods, they will be removed from the LTS marketplace and the agreement will terminate immediately, and the Retailer will be reported to the police and Trading Standards. LTS will support Trading Standards fully in any prosecution that occurs as a result of selling counterfeit goods
Pricing
The Retailer is not permitted to list prices on their own website as cheaper than their items on the LTS marketplace i.e. LTS cannot be more expensive. LTS reserves the right to mirror and apply on LTS the same promo codes that the Retailer may run on their own websites/ecommerce platforms in order to ensure that the list prices on the Retailer’s own website(s) is not cheaper than their items on LTS. LTS will exercise this right without notice and will make exclusions to the offer under promo only if directed by the Retailer.
The retailers are not permitted to artificially inflate RRP prices to make a product look discounted when it is not.
Full product Portfolio
The Retailer must list their full catalogue of sale items on LTS, unless they can evidence contractual reasons that show they are not permitted to sell a product / brand on a third-party site
Commission and payments
Payouts to the Retailer can be made weekly or monthly by LTS. The payout schedule will be agreed between the Retailer and LTS and set out in the LTS Partner Portal.
Monthly payouts: Payments are made on the 7th of each month, for products sold in the previous calendar month.
Weekly payouts: Payments are made weekly on a Monday, and include payment for products sold in the week before last.
A payout will include the sums owing for the sale of Goods completed in the relevant period, less the Commission in respect of those Goods, subject to clauses 5.2 and 5.3.
LTS will contest chargebacks on behalf of the Retailer if so requested by the Retailer, and during such period the amount of such chargeback will not be paid to the Retailer until such time that the chargeback is resolved in favour of the payment being made. Where any chargeback is successfully contested, the full amount of the chargeback, less LTS’s commission and any administration fees charged by any banks in connection with the chargeback process, will be added to the next payment made to the Retailer.
When the retailer cancels an order or notifies LTS of the need to refund a customer via the integration, LTS will process the refund to the customer on behalf of the Retailer. LTS will then be entitled to deduct the amount of such refund from the next payment made to the Retailer. In addition, LTS reserves the right to charge the Retailer a £20 penalty fee for cancelling an order, in order to recompense the customer for inconvenience caused. It is important that the Retailer provides LTS with the correct stock information via the integration so as to prevent unnecessary cancellations and provide a high level of customer service.
At the end of each month, LTS shall provide a statement detailing the Goods, chargebacks, refunds and Commission relating to payments made to the Retailer in the previous month, together with an invoice for the Commission and VAT for that month.
25% of Commission received in respect of the sale of Goods which are then the subject of a chargeback or refunded shall not be repaid or refunded to the Retailer, such percentage of the Commission being a fair payment to cover some of LTS’s costs for the transaction.
All Commissions payable under this Agreement are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided in respect of the Commission against any payment.
In the absence of a contrary agreement, Commission shall be paid to LTS in the same currency in which payment of the price under the relevant sale contract was made.
If any dispute arises as to the amount of Commission payable by the Retailer to LTS, the same shall be referred to the LTS's accountants for settlement and their certificate shall be final and binding on both parties.
Each party shall keep separate accounts and records giving correct and adequate details of all enquiries received and transactions conducted by LTS on the Retailer's behalf and separate files of vouchers, invoices and receipts relevant to this Agreement, and shall permit the duly appointed representatives of the other party at all reasonable times to inspect all those accounts and records and to take copies of them.
Compliance with laws and policies
Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals. The parties shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
Data protection
Definitions.
Agreed Purposes: for the purpose of promoting, marketing and selling the goods of the Retailer.
Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Permitted Recipients: The parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.
Shared Personal Data: the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
Name and address; and
Email address, telephone number.
The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:
ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
process the Shared Personal Data only for the Agreed Purposes;
not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
not transfer any personal data obtained from the Data Discloser outside of the European Economic Area unless the following conditions are fulfilled:
complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
promptly inform the other party about the receipt of any data subject access request or any request from a data subject to erase or rectify Shared Personal Data and provide the other party with reasonable assistance in complying with any data subject access request;
not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party;
assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Shared Personal Data;
use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
maintain complete and accurate records and information to demonstrate its compliance with this clause; and
provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
Retailer's Intellectual Property
Acknowledgement of ownership. LTS acknowledges that the Retailer's rights to the Intellectual Property used in connection with the Goods and the Retailer's business and the goodwill connected with that (Retailer's Intellectual Property) are the Retailer's property.
LTS is only permitted to use the Retailer's Intellectual Property for the purposes of and during the term of this Agreement, for the purpose of advertising, marketing and selling the Goods in LTS’ ordinary course of business.
The Retailer indemnifies LTS for all loss and expense arising out of or connected with any claim made against LTS for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with LTS's use of Retailer's Intellectual Property in accordance with this Agreement.
LTS indemnifies the Retailer for all loss, claims, expenses, penalties and fines arising out of LTS’s use of the Retailer’s Intellectual Property in breach of the terms of this Agreement, including but not limited to any claim made against the Retailer for actual or alleged infringement of a third party’s intellectual property rights.”
Limitation of liability
Nothing in this Agreement shall limit or exclude the liability of either party for (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), (b) fraud or fraudulent misrepresentation or (c) liability under the indemnities in this Agreement.
Subject to clause 9.1 above:
neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, sales, revenue, or business, loss of anticipated savings, loss of or damage to goodwill, loss of agreements or contacts, loss of use or corruption of software, data or information, any loss arising out of the lawful termination of this Agreement, or any loss that is an indirect or secondary consequence of any act or omission of the party in question.
the total liability of either party to the other for all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £50,000 for the entire term of this Agreement.
Liability for sale of Goods. The liability of the Retailer arising in connection with the sale of the Goods shall be as set out in the Retailer’s Standard Sales Terms.
Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
Duration and termination
This agreement shall become effective on the Commencement Date for an initial period of 12 months (Initial Term), unless otherwise agreed in writing by the parties. Unless terminated earlier in accordance with law or clause 10.2 or clause 12.1, this Agreement shall automatically renew for a further 12 month period (Renewal Term) at the end of the Initial term and each subsequent Renewal Term until one party gives the other party no less than three month’s written notice to terminate, such termination always to occur at the end of the Initial Term or next Renewal Term.
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other if:
the other party (the Defaulting Party) commits a material breach of any term of this Agreement which breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
the Defaulting Party suspends, or threatens to suspend, payment of its debts is unable to pay its debts as they fall due; or
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Defaulting Party;
an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Defaulting Party;
the holder of a qualifying floating charge holder over the assets of the Defaulting Party has become entitled to appoint or has appointed an administrative receiver, or a person becomes entitled to appoint a receiver over the assets of the party or a receiver is appointed over the assets of the party;
a creditor or encumbrancer of the Defaulting Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Defaulting Party's assets and that attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the Defaulting Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(b) to clause 10.2(f) (inclusive);
pursuant to clause 4.8;
the Defaulting Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Consequences of termination
Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the agreement which existed at or before the date of termination.
On termination of this Agreement:
LTS shall cease to promote, market, advertise or sell the Goods;
LTS shall have no claim against the Retailer for indemnification or compensation, whether for loss of income, loss of agency rights, loss of goodwill or any analogous loss, other than a claim for damages if and to the extent that the termination was a breach of contract by the Retailer.
On termination of this Agreement, the provisions of clause 5 shall continue in force in relation to all sales of the Goods where the sale has been concluded before the date of termination.
General
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Agreement by giving 7 days' written notice to the affected party.
Neither party shall assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the other party’s prior written consent.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.4.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with clause 12.3; and
as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies for any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
Excluding changes to the rate of Commission, LTS may revise the terms of this Agreement from time to time, the most current version will always be available on the LTS Partner Portal. LTS will notify you of the revised Agreement. Following any update in the version terms the Retailer may terminate the Agreement in writing within 30 days of being notified of the change of terms but after that thirty day period has elapsed you agree to be bound by the revised Agreement.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy not prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, by commercial courier or by email.
A notice or other communication shall be deemed to have been received (a) if delivered personally, when left at the address referred to in clause 12.11 (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day (being a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business) after posting, (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by email, one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).