Wholesale Terms & Conditions

 JELLYCAT LIMITED STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

1 Definitions and rules of interpretation

1.1 In these Conditions, the following definitions and rules of interpretation apply:

“Brand” means the trade mark “Jellycat” and the “Jellycat” logo, all Product names from time to time and any other brand name, trade mark, trade name, logo and/or get up used by Jellycat from time to time in connection with the Products;

“Brand Guidelines” means the guidelines in respect of the use of the Brand as may be notified or provided to the Customer by Jellycat from time to time;

“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Jellycat and the Customer;

“Contract” means the contract for the sale and purchase of the Products constituted by the Order and by Jellycat’s acceptance of the Order in accordance with these Conditions, and which includes these Conditions;

“Customer” means the person or firm purchasing the Products from Jellycat, including any person appointed as that person or firm’s agent for the purposes of communicating with Jellycat in connection with the Order;

“Delivery” means completion of delivery of Products, in accordance with clause 6.2;

“Delivery Address” means the address stated on the Order for delivery of the Products;

“Delivery Date” means the anticipated date for delivery of the Products notified by Jellycat;  

“Insolvency Event” occurs when: (a) a party becomes unable to pay its debts as they fall due, or the value of its assets is less than the amount of its liabilities taking into account its contingent and prospective liabilities; (b) in relation to a party, a statutory demand is served, a receiver is appointed or any insolvency procedure under the Insolvency Act 1986 is instituted or occurs; (c) any order is made for or there occur proceedings constituting main proceedings in any member state of the European Union; or (d) any analogous demand, appointment or procedure is instituted or occurs in relation to a party elsewhere than in England and Wales;

“Jellycat” means JELLYCAT LIMITED, a company incorporated in England with company registration number 03591414 and having its registered office at Westworks Building, 195 Wood Lane, London, England, W12 7FQ;

“Order” means an order for the Products made by the Customer to Jellycat;

“Price” means the amount specified in clause 5.1;

“Price List” means Jellycat’s price and specification list for the Products published from time to time;  

“Products” means the products to be supplied by Jellycat to the Customer under the Agreement; and

“Territory” means that territory set out in the Order or if no territory is specified, the United Kingdom.

1.2 Clause headings shall not affect the interpretation of these Conditions.

In these Conditions, unless the context otherwise requires: words importing one gender shall be treated as importing any gender; words importing individuals shall be treated as

1.3 importing corporations and vice versa; words importing the singular shall be treated as importing the plural and vice versa; a reference to a statute or other law shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of; and references to “include” and “including” (or any similar term), are not to be construed as implying any limitation.

2 Application and Selective Distribution

2.1 Unless otherwise agreed in writing by Jellycat, these Conditions are the only terms and conditions upon which Jellycat is prepared to sell the Products to the Customer.

2.2 These Conditions together with the accepted Order shall constitute the whole agreement between the Customer and Jellycat and shall govern the Contract to the entire exclusion of any other terms and conditions (including those implied by trade, custom or practice). Any reference within the Order to the Customer’s specification, quality manual, price list or like document shall be solely for the purpose of describing the Products to be supplied and no terms and conditions endorsed upon, delivered with or referred to in the Order shall apply to the Contract.

2.3 The Products have an international image of luxury and prestige and an excellent international reputation due to the high standard of their quality and presentation and the high level of service provided by Jellycat’s distributors and retailers. In order to maintain the Products’ international reputation and protect consumers’ interest by providing access to the Products that are presented in a way that enhances their aura of luxury, Jellycat operates a selective distribution system in Europe that covers the entire European Economic Area territory and the UK. Jellycat will entrust the Products only to those authorised retailers that, through the excellence of their image and reputation, the locations of their sales outlets, and the quality of their service, reflect the prestige of the Products. All provisions of these Conditions will be interpreted to this effect. The image, name and presentation of each of the Customer’s authorised outlets and websites, as well as the service and advice provided by the Customer’s sales personnel must project an image to the public that conforms with the prestige and international reputation of luxury soft toys, and must in no way whatsoever detract from this.

3 Basis of Sale

3.1 Jellycat's employees or agents are not authorised to make any representations concerning the Products unless confirmed by Jellycat in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2 No variation to these Conditions or the Contract shall be binding unless agreed in writing between the authorised representatives of the Customer and Jellycat.

3.3 Sales literature, price lists and other documents issued by Jellycat in relation to the Products are subject to alteration without notice and do not constitute offers to sell the Products which are capable of acceptance.

3.4 An Order placed by the Customer may not be withdrawn, cancelled or altered prior to acceptance by Jellycat and no contract for the sale of the Products shall be binding on Jellycat unless and until the provision in clause 4.1 are satisfied.

3.5 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Jellycat shall be subject to correction without any liability on the part of Jellycat.

4 Orders

4.1 No Order submitted by the Customer shall be deemed to be accepted by Jellycat unless and until Jellycat accepts the Order in writing by issuing an acceptance to the Customer (it may accept an Order in part only) and in respect of Orders for Products which are to be delivered to countries within the EU, such acceptance shall take place only after import of the goods into the country of destination. Each Order shall be deemed a separate offer by the Customer to purchase the Products on the terms set out in these Conditions. Jellycat and the Customer acknowledge and agree that each order made by the Customer, including multiple orders for the same Products, shall be treated as separate Orders for the purposes of these Conditions.

4.2 The specification for the Products shall be those set out in Jellycat’s sales documentation unless varied expressly in the Customer’s Order (if accepted by Jellycat). The Products will only be supplied in the minimum units (or multiples) stated in Jellycat's price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by Jellycat are intended as a guide only and shall not be binding on Jellycat. 

4.3 Jellycat reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Products are to be supplied to Jellycat's specification, which do not materially affect their quality or performance. 

4.4 No Order which has been placed or accepted by Jellycat may be cancelled by the Customer except with the agreement in writing of Jellycat on the terms that the Customer shall indemnify Jellycat in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Jellycat as a result of cancellation.  

4.5 Whilst every effort will be made to fulfil the Order, the acceptance by Jellycat of an Order shall not bind Jellycat to fulfil that Order and Jellycat shall not be liable for any losses incurred by the Customer (whether directly or indirectly) for any delay in or failure to make delivery of the Products.

5 Price and Payment

5.1 The price for the Products shall be the price stated on the Price List as at the date of delivery of the Products (the “Price”), and unless otherwise so stated, shall be exclusive of: (a) any applicable VAT, which shall be payable by the Customer on receipt of a valid VAT invoice from Jellycat; and (b) all charges for packaging, packing, shipping, carriage, insurance and delivery of the Products to the Delivery Address and any duties, imposts or levies.

5.2 Jellycat reserves the right to vary the Price from time to time, including to reflect any increase in the cost of the Products at any time prior to delivery of the Products to the Customer.

5.3 Jellycat shall be entitled to invoice the Customer on or at any time after the Products have been allocated and prepared for shipment, and unless otherwise agreed in writing by Jellycat, the Customer shall pay the Price within 30 days of the date of the invoice and in the currency stated on the invoice. All payments should contain reference to the specific invoice number or order reference to which they relate. Time of payment is of the essence.

If at any time Jellycat is not satisfied as to the Customer’s creditworthiness it may give notice to the Customer that no further credit will be allowed and in which event no further Products will be delivered other than against immediate payment and notwithstanding the provisions of this clause, all amounts owing by the Customer to Jellycat shall be immediately payable.

5.4 If the Customer fails to make any payment or any part thereof due to Jellycat under the Contract by the due date for payment, then Jellycat shall be entitled to charge interest (both before and after judgement) on the overdue amount at the rate of 4 per cent per annum above Bank of England plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.  

5.5 The Customer shall pay all other amounts incurred by Jellycat in relation to the recovery of any sum due by it to Jellycat.

5.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as strictly required by law.

5.7 If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by Jellycat, the Customer must pay the portion of the amount stated in the invoice that is not in dispute and must notify Jellycat in writing (within 14 days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.  If it is resolved that some or all of the amount in dispute ought to have properly been paid at the time of the first invoice, then the Customer shall promptly pay the amount finally resolved.

5.8 Jellycat shall be entitled at any time, without limiting any other rights or other remedies it may have, to set off any amount owing to it by the Customer against any amount payable by Jellycat to the Customer, and to withhold or suspend delivery of the Products to the Customer under the Contract, if any sums are due by the Customer to Jellycat.

5.9 For the avoidance of doubt, any and all expenses, costs and charges incurred by the Customer in the performance of its obligations under this Agreement shall be the responsibility of the Customer unless otherwise expressly set out in these Conditions.  

6 Delivery

6.1 Jellycat shall deliver the Products to the Delivery Address specified in the Order. The Delivery Date for the Products is approximate only and time of delivery of the Products is not of the essence. Except where Jellycat notifies the Customer otherwise, delivery of the Products shall be made ex works (as defined in Incoterms 2020).

6.2 Delivery of Products is completed when they arrive at the Delivery Address.

6.3 Without prejudice to the Customer’s rights under clause 14.1, delays in delivery will not entitle the Customer to refuse to take delivery of the Products, claim damages, or terminate the Contract.

6.4 If the Customer fails to take delivery of the Products, unless such failure is caused by Jellycat’s failure to comply with its obligations under the Contract, (a) the Products shall be deemed to be delivered at 9.00am on the Delivery Date; (b) Jellycat will store the Products until delivery takes place; and (c) Jellycat will charge the Customer, and the Customer will pay, for all related costs and expenses (including insurance) in respect of any such storage.

6.5 If Jellycat notifies the Customer that it requires the Customer to return any packaging materials to Jellycat, such packaging materials shall remain Jellycat’s property and the Customer will make them available for collection by Jellycat at any times Jellycat reasonably request. Returns of packaging materials shall be at Jellycat’s expense.

6.6 Jellycat shall not be liable for any non-delivery of the Products unless written notice is given by the Customer to Jellycat within 5 Business Days of the date when the Products would in the ordinary course of events have been delivered.

6.7 Any liability of Jellycat for non-delivery or any discrepancy in the quantity of the Products delivered shall be limited to replacing the Products within a reasonable time or issuing a credit note for the purchase price paid by the Customer for such Products.

7 Acceptance and defective Products

7.1 If any of the Products supplied by Jellycat under the Contract are not of satisfactory quality, fit for purpose made known to the Customer or as described (“Defective Products”), provided that the Customer notifies Jellycat of such Defective Products no later than 30 days after delivery and returns a sample of them to Jellycat carriage paid promptly thereafter, and provided Jellycat is satisfied that the returned Products are defective, Jellycat shall replace, at no additional expense to the Customer, the Defective Products as soon as reasonably practicable after receipt of the returned sample.  If the Customer does not notify Jellycat accordingly, the Customer shall be deemed to have accepted the Products and is not entitled to reject the Products even if they are Defective Products and Jellycat shall not be liable for such defect or failure.

7.2 Jellycat shall not be liable for any claim in relation to the Products under clause 7.1 if: (a) the defect arises because the Customer or its customer failed to follow Jellycat’s oral or written instructions as to the storage of the Products or (if there are none) good trade practice; or (b) the Customer or its customer alters or repairs the Products.

7.3 Except as set out in clause 7.1, Jellycat gives no other warranty or condition (except as to title) in relation to the Products, (including warranties or conditions as to the condition of the Products, time of delivery or effectiveness of the Products, or any warranties, conditions or terms implied by statute to the fullest extent permissible by law).

 7.4 If the Customer reject Products in accordance with  clause 7.1, the Customer shall be entitled (as its sole and exclusive remedy) to require that Jellycat: (a) repair or replace the rejected Products; or (b) repay the Price of the rejected Products in full. The terms of the Contract shall apply to any repaired or replacement Products supplied by Jellycat.

8 Title and Risk

8.1 Title to the Products shall not pass from Jellycat to the Customer until full payment has been received by Jellycat (in cleared funds) for such Products.  Risk in the Products shall pass to the Customer on delivery of the Products.

8.2 Until full payment has been received by Jellycat (in cleared funds) in respect of the Products, the Customer warrants, and agrees, on an ongoing basis that it shall:

(a) hold the Products as Jellycat’s fiduciary agent and bailee, and the Products will be kept in its sole possession and control, separate from any of its products or products of any third party, and shall not be removed or relocated without the prior written consent of Jellycat;

(b) not assign any right or interest of Jellycat in or to the Products;

(c) keep and maintain the Products free and clear of all liens, charges and encumbrances, other than the interests of Jellycat;

(d) promptly furnish to Jellycat a statement detailing any loss or damage to any of the Products; and

(e) permit Jellycat to affix to the Products appropriate labels indicating Jellycat’s ownership interest in the Products, and the Customer shall not cause or permit any such labels to be removed, defaced or covered in any way.

8.3 Jellycat reserves the right to repossess and resell any Products to which it has retained title without prior notice.

8.4 Notwithstanding the provisions of this clause 8, Jellycat is entitled to bring an action against the Customer for the Price of the Products in the event of non-payment by the Customer by the due date even though property in the Products has not passed to the Customer.  
 

9 Storage, handling and inspection

9.1 The Customer shall store, transport and sell the Products:

(a) in conditions that preserve the Products in good condition and free from contamination;

(b) in accordance with these Conditions; and

(c) at all times in accordance with any instructions given or additional conditions specified by Jellycat.

9.2 The Customer shall be responsible for locating and recovering any defective Products and shall be responsible for conducting any product recalls at Jellycat’s cost (except where a product recall is as a result of any of the Customer acts or omissions) in accordance with any product recall procedures adopted by Jellycat and any regulatory procedures in the UK. Without prejudice to the preceding sentence, the Customer shall provide Jellycat with all such assistance and information as Jellycat may require in connection with a product recall. 

9.3 The Customer shall allow Jellycat, on reasonable notice, to undertake an audit of its accounts, records and sales aids (including catalogues, sales brochures and manuals) relating to the Products and the Customer’s compliance with this Agreement.

10 Sale, Advertising and Promotion of Products

10.1 Jellycat has appointed the Customer, on a non-exclusive basis, as an approved retailer of the Products. The Customer agrees to resell the Products via those individual physical retail outlets and from its website set out in the approved Order to end consumers based in the Territory only. In addition, the Customer will not sell the Products via any third-party platforms and marketplaces including (without limitation) Amazon and eBay, or through any messaging apps including (without limitation) WhatsApp and Facebook Messenger. The Customer must not supply any replacement conformity certificates relating to any Brand products (or otherwise direct any end consumers to Jellycat in respect of the same).   

10.2 The Customer shall not sell the Products to any unauthorised wholesalers or retailers.

10.3 The Customer shall not, until it has been supplied with (and received) sufficient stocks of the relevant Product, offer any pre-sales of such Products to its customers.

10.4 The Customer must only use promotional, marketing and advertising material for the Products that were supplied by or have been approved in advance and in writing by Jellycat. In addition, in respect of any new Products not launched, Jellycat will notify the Customer of the intended launch date (which is subject to change) and until such launch date, no use of any promotional, marketing and advertising material of, or relating to, such Products, is permitted.

10.5 The Customer undertake to observe all directions and instructions given to it by Jellycat in relation to the advertising, marketing and promotion of the Products and not to place marketing and advertising material relating to the Products in a way that may damage the Brand or is otherwise aimed at consumers outside of the Territory. In addition, the Customer shall not make any disparaging comments about Jellycat online (including on its social media platforms) or otherwise in any other communications.   

10.6 The parties may agree from time to time on specific marketing activities or campaigns the cost of which shall be agreed by the parties in writing.

10.7 The Customer acknowledges that the Brand is well established as a luxury soft toy manufacturer and should be marketed as such. The Customer’s attention is drawn to Clause 2.3 of these Conditions.

10.8 The Customer shall comply with the Brand Guidelines in respect of the sale, marketing and promotion of the Products.  In particular, all such promotional, marketing and advertising material which makes use of Jellycat’s brand assets must comply with the Brand Guidelines.  The Customer shall ensure all materials (including e-commerce and website pages) making use of the Brand have been approved in advance in writing by Jellycat. The Customer undertakes not use any of the following words CHEAP, CHEAPEST, DISCOUNT, OUTLET, or any similar words, mark or sign in relation to any business, goods or services provided by it under or in connection with the Contract and/or sale of the Products (including, without limitation, in any corporate or trading name, in any domain name, on any website, search terms, as a metatag or Adword, or in any social media account or other website page, as part of any promotional or other business material or publication and in any telephone or other directory listing).

10.9 The Customer shall, for the avoidance of doubt, determine at its sole discretion the price at which to sell the Products to its customers. However, Jellycat may, from time to time, provide the Customer with recommended prices, which shall not be binding on the Customer.

11 Intellectual Property

11.1 Jellycat hereby grants to the Customer the non-exclusive, revocable right in the UK to use the Brand and marketing and advertising materials provided to it in the promotion, advertisement and sale of the Products on the condition that the Customer undertakes:

(a) not to create products or materials that use the Brand without Jellycat’s written consent and not to use such products or materials unless such use has been approved by Jellycat in advance in writing;

(b) not to customise or alter the Products in any way, including (without limitation) by altering the fabric or adding or removing any features;

(c) not to remove, obscure, alter, make any addition to or deface any Brand placed on the Products or any materials provided by Jellycat, or to alter, make any addition to, remove or tamper with the labelling and packaging of the Products provided by Jellycat;

(d) not to apply any other trade marks to the Products and materials (save as may be expressly agreed otherwise in writing by Jellycat);

(e) not to apply to register any trade mark, trade name, domain name, word, logo or symbol similar to or so resembling the Brand as to be likely to cause deception or confusion;

(f) not do anything which impairs the rights of Jellycat in the Brand or in any registrations or applications relating to the Brand or which prejudices, dilutes or reduces the commercial value, reputation or goodwill of the Brand;

(g) not to stock or sell any Products that would breach the above provisions if such acts were done by the Customer; and

(h) at all times to comply with the Brand Guidelines.

11.2 All representations of the Brand which the Customer intends to use must first be submitted to Jellycat for approval and must not be used by the Customer until such approval is granted in writing.

11.3 Any and all goodwill arising as a result of the Contract and the advertisement and sale of the Products shall accrue solely to Jellycat.  

12 Liability

12.1 Nothing in the Contract shall exclude or limit a party’s liability (or the other party’s remedies) for: (a) death or personal injury arising from its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability to the extent that such liability may not be excluded or limited as a matter of applicable law.

12.2 Subject to clause 12.1, Jellycat’s maximum aggregate liability in respect of the Contract (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) shall not exceed 100% of the Price paid by the Customer in respect of that Contract.

12.3 Subject to clause 12.1, Jellycat shall have no liability under or in relation to the Contract (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) for any: (a) direct or indirect: (i) loss of profits; (ii) loss of contracts; (iii) loss of business; (iv) loss of goodwill; (v) loss or corruption of data; or (b) indirect or consequential loss or damage, even if Jellycat has been advised of the possibility of such damages or losses (provided that nothing in this clause 12.3 shall be deemed to limit or exclude Jellycat’s liability for direct loss or damage).

12.4 Save to the extent expressly set out in these Conditions, all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law.

12.5 Jellycat shall not be liable for any delay or failure in the performance of its obligations caused by a failure of or delay by the Customer to perform its obligations under the Contract, or any compliance by Jellycat with instructions issued by the Customer in relation to which Jellycat has raised a concern.

13 Notices

13.1 Unless expressly provided otherwise, all notices and other communications to be given under these Conditions must be in writing and shall be delivered (a) by hand (including by courier); (b) by pre-paid first class post or other next day delivery service; (c) by pre-paid airmail; or (d) by email (sent with a delivery receipt request), to the other party's address as set out in the Order (or such other address as that party may notify to the other from time to time). Such notice shall be treated as having been given and received:

(a) if delivered by hand, at the time of delivery;

(b) if sent by UK pre-paid first class post or other next day delivery service to a UK postal address, at 9.30 a.m. on the second clear day after the date of posting;

(c) if sent by pre-paid registered airmail, at 9.30 a.m. on the fifth clear day after the date of posting; and

(d) if sent by email, at the time recorded in the delivery receipt.

14 Termination and Consequences

14.1 Jellycat may terminate a Contract and/or Contracts and/or any outstanding approved Orders immediately by notice in writing if: (a) the Customer is in material or persistent breach of any term of these Conditions and (where capable of remedy) such breach is not remedied by it within 30 days of being notified in writing of the breach. For the avoidance of doubt, a ‘repudiatory’ breach shall be deemed to be a material breach which is incapable of remedy; (b) the Customer is affected by an Insolvency Event; (c) any event occurs which, in Jellycat’s reasonable opinion, would have a significant adverse effect on the Customer’s ability to comply with these Conditions; (d) the Customer fails to comply with the Brand Guidelines and/or in Jellycat’s reasonable opinion, the Customer’s acts or omissions cause damage or harm, or are likely to cause damage or harm, to the reputation of the Brand and/or Products; and/or (e) under clause 15.

14.2 Notwithstanding Jellycat’s rights above, Jellycat may at any time suspend the supply of Products to the Customer if it is, or Jellycat reasonably anticipate that it is likely to be, in breach of its obligations under the Contract, until such point that the breach is remedied to Jellycat’s satisfaction.

14.3 If Jellycat exercises its right of termination, the Customer shall: (a) immediately pay any money due to Jellycat (under all Contracts); (b) immediately cease to use the Brand and any marketing and advertising material relating to the Products (under all Contracts) and, at its cost, destroy or deliver up (as directed by Jellycat) all such materials; and (c) at Jellycat’s discretion: (i) sell—through any remaining stocks of the Products (under all Contracts) held by the Customer within the sell-off period notified by Jellycat to the Customer (to not be less than 30 days); and/or (ii) promptly return to Jellycat all remaining stocks of the Products (under all Contracts) held by the Customer which are unsold at its expense or otherwise securely dispose of the stocks as Jellycat may instruct (and the Customer shall evidence its compliance to Jellycat). In respect of any Products returned, Jellycat will refund to the Customer the Price paid for those Products returned (less any VAT and expenses incurred in processing the refund), subject to each such Product being returned in a brand new and resaleable condition (as determined by Jellycat acting reasonably following its own inspection). 

14.4 Termination shall not affect the rights or liabilities of either party accrued prior to termination or expiry or any terms intended expressly or by implication to survive termination or expiry.

15 Force Majeure

15.1 Subject to clause 15.4,neither party shall be liable to the other party for its inability to perform any obligations (other than the obligation to make payments due) under this Agreement to the extent caused by a Force Majeure Event.

15.2 If a Force Majeure Event occurs, the party affected will immediately notify the other party of the nature and likely duration of the Force Majeure Event and will take all reasonable steps to reduce its effect.

15.3 If the Force Majeure Event continues for a period of 30 days or more, the party not affected by the Force Majeure Event may terminate the Contract provided that such Force Majeure Event is continuing at the date of termination.

15.4 Notwithstanding anything else in this Agreement, if Jellycat suffers a Force Majeure Event due to any epidemic or pandemic, including the COVID-19 pandemic, Jellycat will take all reasonable steps to reduce its effect and where it is not able to fulfil, within the agreed timescales, any orders for Products placed by the Customer, Jellycat shall not be liable for any failure or delay in fulfilling those orders or its other obligations.

16 General

16.1 Jellycat shall be entitled to assign its rights and obligations set out in these Conditions. Jellycat may also subcontract or delegate any of its obligations under these Conditions. The Customer shall not transfer its rights and/or obligations to third parties, whether in whole or in part, without Jellycat’s prior written consent.

16.2Each party shall keep secret and confidential all information disclosed to it (whether in writing, verbally or otherwise) under or in connection with the Contract which is of a confidential or proprietary nature. The receiving party shall not use, disclose, exploit, copy or modify such confidential information except for the purposes of the proper performance of the Contract or with the prior written consent of the other party.  Any such disclosure shall be made subject to obligations equivalent to those set out in these Conditions.

16.3Notwithstanding clause 16.2, Jellycat may make announcements relating to the existence of the Contract or its subject matter and make press releases or other publicity and enter into advertising and marketing in relation to the same.

16.4 The failure of either party to enforce or exercise at any time any term or any right under the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect that party’s later right to enforce or to exercise it.

16.5 If any term of these Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of these Conditions is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

16.6 Nothing in the Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

16.7 The Contract contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

16.8 Each party agrees that it has not relied upon, and will have no remedy in respect of, any representation, statement, assurance or warranty that is not expressly set out in these Conditions.

16.9 The parties do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 (or otherwise) by any person who is not a party to the Contract.

16.10 The Contract and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales.

16.11 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Contract.