CONDITIONS OF CONTRACT FOR The Pop-up Retail Expert LLC, FOR CONCESSIONAIRE TO OCCUPY A RETAIL MERCHANDISE UNIT, PROMOTIONAL SPACE & CONSULTANCY

1. (a) On formation of this contract, the concessionaire is granted a licence, subject to the further terms and conditions herein, to occupy a retail merchandise unit (herein after called “the RMU”)/ Promotional Space at the Host’s Site for the Period of Occupation and the concessionaire shall pay the contract price, the concessionaire agrees to abid by not only these terms and conditions but any terms and conditions and payment demands enforced upon The Pop-up Retail Expert LLC. by the host venue (all information as detailed on the sales order form).

(b) These terms, conditions and warranties shall constitute the whole of the contract between the concessionaire and The Pop-up Retail Expert LLC. and all orders are placed and accepted solely under these terms and conditions.

(c) A contract will only be formed when The Pop-up Retail Expert LLC. have received the concessionaire’s returned order, duly signed and have notified the concessionaire, whether orally or in writing, of its receipt. Only orders signed on The Pop-up Retail Expert LLC’s printed order form shall thereafter bind The Pop-up Retail Expert LLC..

(d) The rights granted by this Contract constitute a licence to occupy an RMU / Promotional Space and the concessionaire shall neither be entitled to nor shall claim exclusive possession of the site or any part thereof. Both The Pop-up Retail Expert LLC and the Host shall have the right to enter the RMU / Promotional Space at all times and for all purposes without notice.

(e) The Concessionaire shall, in its conduct on the RMU / Promotional Space and its business at the site, comply with all Statutes, Bye-laws and Regulations and requirements of any Government or competent authority and with all applicable Codes of Practice or Conduct and with any and all policies and practices laid down by the Host (defined above) in relation to occupation of or conduct in their premises or part thereof. This includes any rates charged by any local authority either at the time or retrospectively. The Pop-up Retail Expert LLCwill, where required, provide these local authorities with any contact details it may have.

(f) The Concessionaire shall at no time assign, sub-licence, charge or otherwise transfer (or attempt to do any of the above) its rights under this Contract.

(g) No variation of these terms and conditions is permitted except where expressly agreed by The Pop-up Retail Expert LLC. in writing. The date stated on The Pop-up Retail Expert LLC written agreement to such variation shall be conclusive in any dispute as to the date of such variation.

2. The Concessionaire agrees, in consideration of the Host consenting to the grant of the Concession that:-

(a) It will hold the Host indemnified in the same manner and in the same terms as it agrees to indemnify The Pop-up Retail Expert LLC. in clause 8 of the Conditions.

(b) The Concessionaire agrees to comply with all rules, policies and practices laid down by the host site.

(c) The Concessionaire by entering into this Contract warrants to The Pop-up Retail Expert LLC. that they hold Public Liability Insurance to a minimum of $1,000,000.00 or the amount as required by the Retailer concerned and shall provide a copy of such policy to The Pop-up Retail Expert LLC. and/or the retailer on request.

3. (a) No cancellation or postponement by the concessionaire is permitted except where expressly agreed by The Pop-up Retail Expert LLC. in writing. The date stated on The Pop-up Retail Expert LLC’s written agreement to such cancellation or postponement shall be conclusive in any dispute as to the date of such cancellation or postponement.

(b) The concessionaire will, in the event of agreed cancellation or postponement by the concessionaire, indemnify The Pop-up Retail Expert LLC. fully against all expenses incurred up to the time of such cancellation or postponement, together with, by way of liquidated damages, a proportion of the contract price which shall be paid by the concessionaire to The Pop-up Retail Expert LLC. forthwith in accordance with the following scale related to the date for commencement to the concessionaire’s occupation of the site.

POSTPONEMENT CHARGES

i) Postponement accepted less than seven days before the commencement date – 50% of the price.

ii) Postponement accepted between 7 days and less than 28 days before the commencement date – 20% of the price.

CANCELLATION CHARGES

i) Cancellation accepted less than 14 days before the commencement date – 100% of the price.

ii) Cancellation accepted between 14 days and less than 28 days before the commencement date – 50% of the price.

iii)Cancellation accepted between 28 days and less than 84 days before the commencement date – 25% of the price.

4. The contract price quoted is exclusive of VAT, which the concessionaire shall be additionally liable to pay.

5. The Pop-up Retail Expert LLC. shall not be liable to the concessionaire by reason of any representations (unless fraudulent), or any implied warranty, conditions or other terms, or any duty at common law, or under the express terms of this contract, for any indirect, special or consequential loss and damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of The Pop-up Retail Expert LLC., its employees, agents, or otherwise) which arise out of or in connection with the grant of this licence to occupy a site by The Pop-up Retail Expert LLC., and the entire liability of The Pop-up Retail Expert LLC., under or in connection with this contract, as damages or otherwise, shall not exceed the contract price and, in particular, The Pop-up Retail Expert LLC. shall not be liable for any loss whatsoever or howsoever arising caused by its inability or failure to make space available on the due date. The concessionaire must notify The Pop-up Retail Expert LLC. forthwith in case of any difficulty experienced when attending a licensed site.

6. (a) The Pop-up Retail Expert LLC. shall not be liable for any failure or inability to make an RMU / Promotional Space available, arising from circumstances outside its control.

(b) Non-exhaustive illustration of such circumstances would be act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strike, lockouts, government action or regulation (UK) or otherwise, accidents and shortage of materials, labour or manufacturing facilities.

(c) Should The Pop-up Retail Expert LLC. be prevented from making an RMU / Promotional Space available in the above circumstances it shall give the concessionaire written notice of this fact as soon as reasonably practicable after discovering it.

(d) If this contract and the licence granted hereunder, is cancelled in this way, The Pop-up Retail Expert LLC. will refund any payment which the concessionaire has already made on account of the price (subject to deduction of any amount The Pop-up Retail Expert LLC. may be entitled to claim from the concessionaire), but The Pop-up Retail Expert LLC. will not be liable to compensate the concessionaire for any further loss or damage caused by the failure to make space available.

7. (a) All sums become due and payable under these terms and conditions not later than 14 days before the commencement date.

(b) Time for payment shall be of the essence, if payment is not made on the due date then The Pop-up Retail Expert LLC. shall be under no obligation to make the site available to the concessionaire, and may cancel the licence granted under this contract accordingly save that otherwise these terms shall be in full force and effect and the concessionaire shall remain liable to pay the contract price.

(c) Where the occupation of the site falls between 1st December – 31st December in any one year, payment will fall due for the full period of the booking no later than the 10thNovember of the same year. Failure to remit payment in full by this date may result in your booking being cancelled.

(d) Where the occupation of the site falls between 1st January – 31st January in any one year, payment will fall due for the full period of the booking no later than the 10thDecember of the previous year. Failure to remit payment in full by this date may result in your booking being cancelled.

(e) Where deemed appropriate a deposit may be requested to secure occupation of the host RMU/ Promotional Space. This deposit will be held against damage, loss or theft of any equipment relating to the RMU / Promotional Space provided by the centre.

(f) All products, goods or services must comply with the appropriate standards and regulations under Health & Safety & an EC Declaration of conformity. Where required you must provide suitable risk assessments and method statements otherwise your booking maybe cancelled. 

(g) The Pop-up Retail Expert LLC. reserve the right to charge interest at 20% per annum on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment under clause 7(a).

(h) The concessionaire shall have no right of set off statutory or otherwise.

(i) If the concessionaire (being a company) has a petition presented for its winding up or passes a resolution for voluntary winding up, otherwise than for the purpose of a bona fide amalgamation or reconstruction or compounds with its creditors or have a receiver appointed of all or any part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangement with his creditors or commits a material or serious breach of this agreement (and in the case of such a breach being remedial, fails to remedy it within seven days of receiving notice to do so) he will be deemed to have repudiated the contract.

(j) The Pop-up Retail Expert LLC. reserve the right at any time at their discretion to demand a deposit, full payment before the 14 days referred to in clause 7a or security for payment before continuing with any order. Any person signing an order for or on behalf of the concessionaire, warrants to The Pop-up Retail Expert LLC. that he or she is fully authorised and empowered to place such an order.

8. The concessionaire indemnifies The Pop-up Retail Expert LLC. against all and any actions, claims costs and demands of any nature however, arising out of the concessionaire’s site occupation pursuant to these terms and conditions. Notwithstanding the generality of the foregoing, The Pop-up Retail Expert LLC reserve the right to require a security deposit (in addition to any deposit mentioned in clause 7 (e & j above) at any time at their discretion which shall be distributed, if at all, by The Pop-up Retail Expert LLC. in meeting any actions, claims, costs and demands of any nature howsoever arising out of the concessionaire’s occupation of the site. Any sum not so distributed shall be returned to the concessionaire eight weeks after termination of the period of occupation.

9. During site occupation, the concessionaire, concessionaire’s agents or servants will obey the following regulations for behaviour, performance on the site and payment for additional site occupation.

10. (a) Display equipment, materials and stock may not be delivered or erected until the start of the business on the first day of the booking on the order and should be removed by the close of business on the last day of the booking. Failure to remove any equipment, materials and stock of any description belonging to the concessionaire incurs a liability to pay an additional charge of a minimum of one week’s booking fee for any period of delay up to one week and thereafter on a weekly basis for any subsequent week or part of a week when the property is not removed.

(b) The position of the RMU / Promotional Space and any exhibition contained therein is at the discretion of the Host’s site manager.

(c) The concessionaire must maintain the RMU / Promotional Space and the surrounding area in a safe and clean condition and ensure that the RMU / Promotional Space is left as found at the end of the booking.

(d) The concessionaire must ensure that the RMU / Promotional Space is manned by not more than two people. The site must be manned throughout the Host’s trading hours. The concessionaire’s staff must restrict themselves to the RMU / Promotional Space area whilst conducting business.

(e) All personnel involved with the use of the RMU / Promotional Space must be introduced to the site manager on first entering the site and the concessionaire must ensure that both statutory employment regulations and the Retailer’s own in-house rules are adhered to at all times.

(f) The Host or other site owner will at all times have total discretion over the RMU / Promotional Space and may terminate the concessionaire’s occupation of the unit at any time without notice or reason. In such circumstances this contract, and the licence granted hereunder, shall also terminate forthwith, and a pro-rata repayment will be made in respect of the unexpired portion of the period of occupation. However, no refund will be made if the concessionaire’s occupation of the unit is terminated for breach of any of these conditions, or any requirements of the Host regarding the occupation of the space at the Host’s site.

(g) Any display or promotional material or stock can be moved by the Host’s site manager to an alternative site or into storage. No responsibility can be accepted by either The Pop-up Retail Expert LLC. or the Host for any loss or damage to any display equipment or stock. (whether caused by the negligence of The Pop-up Retail Expert LLC., the host or their respective employees or agent or otherwise).