Notonthehighstreet Enterprises Ltd (“NOTHS”) with registered company number 5591382 and with its registered office address at 63 Kew Road, Richmond, TW9 2NQ and you (the “Seller”) (each a “Party” and together the “Parties”) agree as follows:

1.Definitions

1.1. Campaign means the campaign, including the campaign elements, set out in Schedule 1;

1.2. Campaign Period means the dates set out in Schedule 1;

1.3. Campaign Terms and Conditions means these terms and conditions;

1.4. Closing Date means the date set out in Schedule 1;

1.5. CMS means the content management system provided by NOTHS to all NOTHS partners for management of their storefront and associated transactions via the NOTHS Website;

1.6. Commission means the commission payable to NOTHS by the Seller in accordance with Clause 4 below and as set out in Schedule 1;

1.7. Discretionary Benefit means any one or more of the Campaign discretionary benefits, to be provided to the Seller at NOTHS’ sole discretion, as specified in more detail under Clause 5.13 and in Schedule 1;

1.8. Marketing Benefit means the Campaign marketing benefits specified in more detail under Clause 5.14 and in Schedule 1;

1.9. NOTHS Website means notonthehighstreet.com;

1.10.Participating Product means any Seller product, and variation or option thereof, that NOTHS has selected and notified to the Seller to be featured in the Campaign;

1.11. Policies means any policy (including any guides relating to content and style) which may be notified and made available to the Seller by NOTHS through the CMS form time to time;

1.12. Seller Terms and Conditions means the terms as conditions to which you have agreed to in order to make your products available for sale on the NOTHS Website;

1.13 Term means the duration of this agreement as set out in Clause 3.1.

1.14.Widely Available Policy means the Widely Available Policy which has been notified to the Seller on the CMS; and

1.15. you, your, the Seller means a seller who makes their products available on the NOTHS Website.

2.Application of Terms

2.1. The following terms and conditions shall apply to your participation in the Campaign, and to any Participating Product:

2.1.1. the Campaign Terms and Conditions;

2.1.2. the Policies, where applicable; and

2.1.3. the Seller Terms and Conditions, where applicable,

(together, the “Agreement”).

2.2. To the extent that any term in these Campaign Terms and Conditions contradicts or is inconsistent or conflicts with the Seller Terms and Conditions, then these Campaign Terms and Conditions shall take precedence over the Seller Terms and Conditions to the extent of the inconsistency, conflict or contradiction.

2.3. Any terms not defined in this Agreement shall have the same meaning given to them in the Seller Terms and Conditions.

3.Commencement and Duration

3.1. This Agreement shall apply from and including Thursday 1st September 2022 or from and including the date the Seller accepted NOTHS' invitation in the CMS to be part of the Campaign, whichever is later (“Commencement Date”) and shall expire at the end of the Campaign Period (the “Term”).

4. Commission

4.1. NOTHS shall charge Commission to the Seller and the Seller shall pay to NOTHS the Commission in respect of each sale of a Participating Product made during the Term. For the avoidance of doubt, a sale is deemed to be made when an order is placed by a customer, not when the Seller accepts the order.

5. Inclusion of Participating Products, Participating Product Imagery, Marketing Benefits and Discretionary Benefits

A.Inclusion of Participating Products

5.1. NOTHS shall have absolute discretion as to the inclusion of each product in the Campaign, including but not limited to the Participating Product. If at any point from the Commencement Date to the expiry of the Term, NOTHS considers the Participating Product to be contrary to the best interests of the Campaign, then NOTHS may remove the Participating Product from the Campaign immediately and refuse the Seller the right to participate any further in the Campaign. NOTHS shall use its reasonable endeavours to notify the Seller before the Participating Product has been removed from the Campaign, pursuant to this Clause. To the extent permitted by law, NOTHS accepts no liability to the Seller for any losses in relation to this Clause.

5.2. If requested by NOTHS, the Seller shall provide a sample of a Participating Product to NOTHS for inclusion in the Campaign on a date to be agreed with NOTHS. In providing such a sample, the Seller agrees that unless otherwise agreed in writing with the Seller NOTHS will not if the price of the Participating Product is less than £100 or has been personalised with a photograph for NOTHS, return such sample to the Seller. In any event, NOTHS accepts no liability for any damage to any Participating Product provided by the Seller pursuant to this Agreement.

5.3. The Seller agrees and acknowledges that, after the Closing Date, it is not permitted to make any changes to the title, description or main image of the Participating Product on the NOTHS Website without NOTHS’ prior written approval.

5.4. The Seller must ensure that any Participating Product information and specifications on the NOTHS Website are consistent with the information provided by the Seller on the CMS at the time of the Closing Date and shall remain consistent for the duration of this Agreement.

5.5. The Seller acknowledges the lead time and costs to NOTHS involved in preparing the Campaign (including but not limited to any printed materials) and agrees that from the Closing Date to the expiry of the Term, it shall not sell a Participating Product on the NOTHS Website at a price exceeding the price submitted by it on the CMS on the Closing Date.

5.6. Responsibility for the accuracy of copy and pricing on the NOTHS Website rests solely with the Seller and any errors will be the responsibility of the Seller. For the avoidance of doubt, where applicable the Seller shall ensure that copy for the Participating Product(s) contains correct legal wording in accordance with relevant and applicable laws, regulations and Policies. Any losses incurred as a result of such errors, which the Seller has failed to notify to NOTHS, will not be reimbursed by NOTHS. The Seller shall indemnify and hold harmless NOTHS against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim envisaged under this Clause or paid or agreed to be paid by NOTHS in settlement of the claim and all legal or other expenses incurred by NOTHS in or about the defence or settlement of the claim. NOTHS shall notify the Seller in writing as soon as practicable after becoming aware of a claim.

5.7. NOTHS will not be liable for the inclusion of any same or similar products of other sellers featured in the Campaign, and will not be under any obligation to remove any such same or similar products from the Campaign.

5.8. The Seller agrees that the Participating Product will be tagged and sold on an Exclusive basis (defined below) for the Term. The Seller agrees that for the purposes of this Campaign, ‘Exclusive’ shall mean that a Participating Product will only be available on the NOTHS Website and on the Seller’s own website and/ or store for the Term and the Seller agrees that such Participating Product will be sold in accordance with that representation for the Term.

5.9. If at any time during the Term it comes to the attention of NOTHS that a Participating Product is being sold contrary to Clause 5.8, NOTHS reserves the right to immediately stop promoting that Participating Product on the NOTHS Website or via any other marketing channels available to NOTHS (including, but not limited to any one of the Marketing Benefits and/or Discretionary Benefits) at its sole discretion and without notice to the Seller.

B.Participating Product Imagery

5.10.Where photographs or film footage of the Participating Products is produced or procured by NOTHS, all intellectual property rights in such photographs or film footage shall vest in and remain the sole property of NOTHS. The Seller may only use NOTHS imagery with NOTHS’ prior written consent, in each case and NOTHS reserves the right to charge the Seller a licence fee in respect of any use of NOTHS' photographs or images in contravention of this Clause 5.10 or as produced by a third party photograph in which a licence fee is due. Where NOTHS has provided photography for a Seller to personalise a Participating Product, the Seller shall only use such photography for the sole purpose of a one-off personalisation for NOTHS unless agreed otherwise in writing by NOTHS.

5.11. The Seller hereby grants to NOTHS a non-exclusive, perpetual, irrevocable, royalty-free, sublicensable and worldwide licence to use, license, disclose and distribute any Seller imagery (including images of the Participating Product taken from a Seller’s own website and social channels) (“Seller Images”) provided by the Seller to NOTHS for any purpose in relation to this Campaign. The Seller hereby waives their rights to be acknowledged as the author of Seller Images and to object to the use, in whatever form, of the Seller Images by NOTHS. The Seller shall obtain all necessary consents and licences for NOTHS to use such Seller Images for the purposes of marketing and advertising the Campaign. The Seller shall indemnify and hold harmless NOTHS against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) it incurs in connection with any claim arising out of or relating to any breach of this Clause 5.11 in respect of any claim or action that the normal operation, possession or use of the Seller Images by NOTHS infringes a third party's rights.

5.12. NOTHS reserves the right to amend any copy or Seller Images of a Participating Product submitted for inclusion in the Campaign, including any Marketing Benefits and/or Discretionary Benefits, and NOTHS has final editorial control.

C. Marketing Benefits and Discretionary Benefits

5.13.During the Term, NOTHS shall use its reasonable endeavours to ensure a Participating Product:

(i) shall receive the Marketing Benefits; and

(ii) may entirely at NOTHS’ discretion, be included in any one or more of the Discretionary Benefits,

at times to be agreed by NOTHS acting in its sole discretion.

5.14. In the event NOTHS removes the Participating Product from the Campaign pursuant to Clause 5.1, the Seller agrees that the Participating Product shall no longer be provided with any Marketing Benefits and any Discretionary Benefits.

6. Stock Management, Acceptance and Fulfilment of Orders

6.1. If a Participating Product is confirmed by NOTHS as being included in the Campaign, the Seller shall use their best endeavours to ensure that they are able to maintain sufficient stock of the Participating Product for the duration of the Term.

6.2. For the duration of the Term, the Seller shall:

(i) accept all orders for Participating Products for the Term where possible;

(ii) respond to, manage and fulfil all orders of Participating Products in particular in accordance with Clause 6.B. (“Processing Customer Orders”) and Clause 12 (“Data Protection”) of the Seller Terms and Conditions;

(iii) as a minimum offer free UK (not including channel islands) standard delivery on the sale of each Participating Product including any 'exceptional items' and any variations or options of the Participating Product during the Term. You are required to ensure the listing offers free delivery at the start of the campaign period, should you wish to remove this, you will need to do so at the end of the Campaign Period; and

(iv) ensure that it has the necessary resources and logistics in place to respond to, manage, accept and fulfil all orders of Participating Products accordingly.

6.3. Without affecting the remainder of this Clause 6, the Seller must inform NOTHS as soon as reasonably practicable if it is unable to fulfil potential orders or supply a Participating Product ordered by a Customer during the Term for any reason. On receipt of such notice, NOTHS reserves the right to: (a) promote a same or similar product on behalf of another seller in order to provide an alternative for disappointed customers; and/or (b) feature a replacement Seller product in the Campaign, in a Marketing Benefits and/or any Discretionary Benefits for the Term.

6.4. If a Participating Product becomes unavailable for purchase during the Term it may, at NOTHS’ discretion, not be promoted for the remainder of the Term.

6.5. If a Seller becomes unable to deliver the Participating Product to the customer before the end of the Term the Participating Product may, at NOTHS’ discretion, not be promoted for the remainder of the Term.

7. Amendment and Cancellation of the Campaign

7.1 NOTHS reserves the right to amend, edit, close or delay the Campaign including any part thereof, at any point without notice and, to the extent permitted by law, any liability to NOTHS.

8. General

8.1. Each Party undertakes to retain in confidence the terms of this Agreement and all other non-public information and know-how of the other Party disclosed or acquired by either Party pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential.

8.2. NOTHS does not provide any guarantee to the Seller that the Seller will achieve any level of sales resulting from its involvement in the Campaign.

8.3. This Agreement constitutes the entire agreement between the Parties concerning the Campaign and supersede and extinguish all previous drafts, agreements, arrangements and understandings between us, whether written or oral, relating to its subject matter. Each Party agrees that in entering into this Agreement neither Party has relied upon any representation or warranty not expressly set out in these Campaign Terms and Conditions. Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.

8.4. Neither Party shall be liable for any delay or failure to perform its obligations hereunder so long as that delay or failure is the result of an event beyond its reasonable control, and provided that such Party uses commercially reasonable efforts to fulfil its obligations under the Agreement.

8.5. NOTHS may vary or amend this agreement at its sole discretion, and shall notify the Seller in writing (including, without limitation, by email or through the CMS of any such change.

8.6. For the avoidance of doubt, this Agreement does not grant any rights of enforcement to any third party by virtue of the Contracts (Rights of Third Parties) Act 1999 unless otherwise expressly provided.

8.7. Failure by either Party to enforce any terms of the Campaign Terms and Conditions at any time or for any period shall not constitute a waiver of such term or of the right subsequently to enforce that term and any and all other terms of these Campaign Terms and Conditions. The provisions of these Campaign Terms and Conditions are several and the invalidity, illegality or unenforceability of any of the provisions of these Campaign Terms and Conditions shall not affect the validity, legality and enforceability of the remaining provisions of the Campaign Terms and Conditions.

8.8. The headings to the Clauses in these Campaign Terms and Conditions are for convenience only and shall not affect its interpretation.

8.9. The Seller shall not sub-contract, transfer, assign or deal in any other manner with its rights and obligations under these Campaign Terms and Conditions without NOTHS’ prior written consent.

8.10. Any notice to be given by a Party to another under these Campaign Terms and Conditions may be personally delivered, or sent by recorded delivery to the address of the other party as notified in writing, or by transmission, with due transmission receipt to a fax number or email address notified in writing for the purpose. Any personally delivered, faxed or emailed notice shall be deemed received on the day it was delivered or sent, if it was delivered or sent on a working week day before 5.00pm and otherwise on the next working week day.

8.11. The Schedule forms part of these Campaign Terms and Conditions and shall have effect as if set out in full in the body of these Campaign Terms and Conditions. Any reference to these Campaign Terms and Conditions includes the Schedule.

8.12.Each party shall comply with all applicable laws, regulations and orders in force from time to time including but not limited to such laws, regulations and orders (i) imposing sanctions (including trade restrictions and economic (including financial) sanctions) on countries, individuals or entities; (ii) relating to pricing of the Seller’s products; and (iii) relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017.

8.13.These Campaign Terms and Conditions (and any non-contractual obligations arising under or in connection with them) shall be construed in accordance with English law and the Parties irrevocably submit to the exclusive jurisdiction of the English Courts.

SCHEDULE 1

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Campaign:

September/October Campaign 2022

Campaign Period :

From and including Thursday 1st September 2022 until and including Monday 31st October 2022.

Closing Date:

The date the Seller accepted NOTHS' invitation in the CMS to be part of the Campaign.

Commission:

25% plus VAT on each Participating Product sold during the Term in accordance with Clause 4 of this Agreement.

Marketing Benefits (see Clause 5.13)

The Marketing Benefits are:

i. a feature of the Participating Product in an edit on the Campaign’s department page on the NOTHS Website;

ii. campaign emails during the Term which will link to the Campaign’s department page on the NOTHS Website; and

iii. weekly organic social posts driving traffic to the Campaign’s department page on the NOTHS Website.

Discretionary Marketing Benefits (see Clause 5.13)

The Discretionary Marketing Benefits are:

i. a product feature in a Campaign email;

ii. a product feature in organic social posts or video content;

iii. additional promotion via other NOTHS digital marketing channels;