NearSt Shopkeeper Terms and Conditions

Last updated: March 2020

These Terms and Conditions set out the basis on which, NearSt Limited (we, us) provide our Services to Shops (capitalised terms are defined below).

Please carefully read these Terms and Conditions before engaging us to provide Services. We recommend that you retain a copy for future reference.

If you do not agree with these Terms and Conditions, you should not enter an Agreement with NearSt with regards to the provision of Services.

1. Interpretation

1.1. The following definitions and rules of interpretation apply in these Terms and Conditions:

Agreement: the agreement between NearSt and the Shop for the supply of Services in accordance with the Front Sheet and these Terms and Conditions.

Commencement Date: has the meaning given in Clause 2.2.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: a person who uses the NearSt Website or Platform Partners to search for or view a Product.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Fees: charges payable by the Shop to NearSt in consideration for the supply of the Services, in such amount as outlined in the Front Sheet, and payable in accordance with Clause 5.

Front Sheet: the online registration form sent to You by Us, containing contact details for your shop as well as the subscription plan you wish to use upon joining. The Agreement between the Shop and NearSt consists of both the details submitted by You in the online registration form, which are available at any time upon request, and these Terms and Conditions.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral 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, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, 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.

NearSt : NEARST Limited, incorporated and registered in England and Wales with company number 09524010 and a registered office address at 51 Hoxton Square, London N1 6PB.

NearSt Materials: means any confidential or proprietary information of NearSt, including but not limited to, financial, trading and business information, technical and scientific information, information relating to product manufacture or design, any research and development information, any plans or projections, any customer lists, advertiser lists, supplier lists, customer sales analyses, price lists, marketing materials, and any other non-public information concerning NearSt, the NearSt Website, the Services or its business;

NearSt Plus: NearSt's premium subscription service offering the Shop the ability to activate Google Local Inventory Ads.

NearSt Website: near.st and any NearSt mobile application through which access is gained to our website or Services or any replacement or updated website or mobile application as nominated by NearSt from time to time.

Order: constituted by (i) the Shop's confirmation that their inputted details are correct; and (ii) affirmation that the Shop is in agreement with the Terms and Conditions.

Platform Partners: third party online search engines, e-commerce platforms, or other service providers with whom NearSt has entered into agreement with to display and/or promote the Products.

Product: product(s) of the Shop uploaded to the Shop's inventory management system.

Services: the services supplied by NearSt to the Shop to facilitate display of the availability of the Shop's Products on the NearSt Website and on Platform Partners with the intention to drive additional sales and/or footfall for the Shop.

Shop(s): the purchaser of Services from NearSt.

Shop Default: has the meaning set out in Clause 4.4.

Terms and Conditions : these terms and conditions as amended from time to time in accordance with Clause 15.6.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the parties, no such amendment, extension or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.3. Any words following the terms including, include, in particular, for example, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular, and a reference to one gender shall include a reference to the other genders.

1.5. Headings are included for convenience only and shall not affect the interpretation of the Terms and Conditions.

1.6. A reference to writing or written includes email.

2. Basis of agreement

2.1. The Order constitutes an offer by the Shop to purchase Services in accordance with the terms of this Agreement.

2.2. The Order shall only be deemed to be accepted when NearSt has signed the Front Sheet, at which point, and on which date, the Agreement shall come into existence ( Commencement Date ).

2.3. Any samples, drawings, descriptive matter or advertising issued by NearSt, and any descriptions or illustrations contained in NearSt's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.

2.4. These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Shop seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. Supply of services

3.1. NearSt shall supply the Services to the Shop in accordance with the terms of this Agreement.

3.2. NearSt reserves the right to amend the specification of Services, if necessary, to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services and NearSt shall notify the Shop in writing of any such event.

4. Shop's obligations

4.1. The Shop warrants that it has the requisite capacity, power and authority to enter into and perform its obligations under this Agreement.

4.2. The Shop shall:

4.2.1. provide NearSt, its employees, agents, consultants and subcontractors, with access to the Shop's inventory management system as reasonably required by NearSt;

4.2.2. co-operate with NearSt in all matters relating to the Services;

4.2.3. provide NearSt, its employees, agents, consultants and subcontractors with access to the Shop's inventory management system as reasonably required by NearSt in order to provide the Services;

4.2.4. provide NearSt with such information and materials as NearSt may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

4.2.5. ensure that the Shop's inventory management system maintains accurate stock positions as far as reasonably practicable;

4.2.6. obtain and maintain all necessary licences, permissions and consents which may be required by the Shop as a recipient of the Services before the date on which the Services are due to commence;

4.2.7. comply with all applicable laws, including without limitation, the implementation of measures which prevent the illegal sale of alcohol, cigarettes, fireworks, intoxicating substances, DVDs, knives or other dangerous items, poisons and pharmaceuticals to certain persons;

4.2.8. at all times acknowledge that it is the responsibility of the Shop to validate the age of any persons attempting to collect or purchase any age restricted item, including but not limited to those items outlined at Clause 4.2.7; and

4.2.9. keep all NearSt Materials in safe custody and not use NearSt Materials other than in accordance with NearSt's written instructions or authorisation.

4.3. If the Shop has also subscribed to NearSt Plus, it shall:

4.3.1. be solely responsible for updating, activating and deactivating the NearSt Plus service each week on the "MyShop NearSt Management Page" (available via the NearSt Website at https://myshop.near.st or as otherwise communicated from time to time);

4.3.2. ensure that any of the actions referred to in Clause 4.3.1 are made before Sunday at 11.59 p.m. should the Shop require the amendment to take effect from Monday at 00.00a.m for the following week; and

4.3.3. receive the NearSt Plus service indefinitely and without change unless NearSt are notified otherwise in accordance with Clauses 4.3.1 and 4.3.2.

4.4. If NearSt's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Shop or failure by the Shop to perform any relevant obligation ( Shop Default ):

4.4.1. without limiting or affecting any other right or remedy available to it, NearSt shall have the right to suspend performance of the Services until the Shop remedies the Shop Default, and to rely on the Shop Default to relieve it from the performance of any of its obligations in each case to the extent the Shop Default prevents or delays NearSt's performance of any of its obligations;

4.4.2. NearSt shall not be liable for any costs or losses sustained or incurred by the Shop arising directly or indirectly from NearSt's failure or delay to perform any of its obligations as set out in this Clause 4.4; and

4.4.3. the Shop shall reimburse NearSt on written demand for any costs or losses sustained or incurred by NearSt arising directly or indirectly from the Shop Default.

5. Fees and payment

5.1. The Shop shall pay NearSt the amount of Fees set forth in the Front Sheet in respect of the Services.

5.2. NearSt reserves the right to increase the Fees payable by the Shop and shall use its reasonable endeavours to communicate any such increase at least fourteen (14) days in advance of implementing the increase.

5.3. Acceptance of a Fee increase in accordance with Clause 5.3 shall be inferred unless communicated otherwise to NearSt. If the Shop does not agree to an increase, notice to terminate should be communicated to NearSt in accordance with Clause 13.1.

5.4. All amounts payable by the Shop under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by NearSt to the Shop, the Shop shall, on receipt of a valid VAT invoice from NearSt, pay to NearSt such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.5. NearSt shall invoice the Shop monthly in advance for the base subscription, and monthly in arrears for usage of NearSt PLUS.

5.6. The Shop shall pay each invoice submitted by NearSt:

5.6.1. immediately upon receipt, and in any case within 14 days of the date of the invoice; and

5.6.2. in full and in cleared funds to a bank account nominated in writing by NearSt, and

5.6.3. time for payment shall be of the essence of the Agreement.

5.7. If the Shop fails to make a payment due to NearSt under the Agreement by the due date, then, without limiting NearSt's remedies under Clause 9, the Shop shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.8. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.9. The Shop assumes full and sole responsibility for any additional or associated costs that may arise in connection with or as a result of use of the NearSt Website and Services, including without limitation, costs relating to the servicing, repair or adaptation of any equipment, software or data the Shop owns, leases, licenses or otherwise uses in connection with the NearSt Website or use of NearSt Services.

6. NearSt website

6.1. NearSt may update the NearSt Website from time to time and reserves the right change the content at any time.

6.2. NearSt provides no guarantee:

6.2.1. that the content on the NearSt Website or on Platform Providers will not be out of date at any given time, NearSt are under no obligation to update any outdated content;

6.2.2. that the NearSt Website, any content appearing on it, or on Platform Providers, will be free from errors or omission;

6.2.3. that the NearSt Website, or any content appearing on it, or on Platform Providers, will always be available or be uninterrupted. For the avoidance of doubt, access to the NearSt Website is permitted on a temporary basis. NearSt may suspend, withdraw, discontinue or change all or any part of the NearSt Website functionality without notice. NearSt will not be liable to the Shop if for any reason the NearSt Website, or access to Platform Providers via the NearSt Website, is unavailable at any time or for any period.

6.3. The Shop shall:

6.3.1. be responsible for making all arrangements necessary to ensure access to the NearSt Website;

6.3.2. be responsible for ensuring that all persons who access the NearSt Website through the Shop's internet connection are aware of these Terms and Conditions and their obligation to comply with them;

6.3.3. not misuse the NearSt Website, including but not limited to, "hacking" or "scraping"; and

6.3.4. not frame the NearSt Website on any other site.

6.4. Subject to Clause 7, NearSt hereby provides the Shop with permission to include a link solely to the NearSt Website homepage, the Shop's personal NearSt homepage and/or a Shop's Product page, provided always that inclusion of these links does not:

6.4.1. breach any other term of this Agreement;

6.4.2. damage or prejudice the reputation of NearSt;

6.4.3. appear to establish any form of association, approval or endorsement from NearSt which has not been provided;

6.4.4. occur on any website which is not owned by the Shop (with the exception of established search engines); and

6.4.5. occur on any website which does not comply in all respects with the content standards outlined in NearSt's "Acceptable Use Policy" which can be found at: https://near.st/legal/acceptableuse

6.5. NearSt reserves the right to withdraw linking permission referred to in Clause 6.4 without notice.

6.6. NearSt Website may contain links to third party sites and resources from time to time. These links are included for information purposes only and NearSt makes no representation about these sites or resources. Shops access these links entirely at their own risk.

7. Intellectual property rights

7.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Shop) shall vest in and be exclusively owned by NearSt.

7.2. The Shop shall not use any content displayed on the NearSt Website, any NearSt Materials or any other content or documents provided by NearSt to the Shop in connection with the Services for commercial purposes without obtaining a license from NearSt in advance to do so.

7.3. The Shop shall not modify paper or digital versions of any content displayed on the NearSt Website, any NearSt Materials or any other content or documents provided by NearSt to the Shop in connection with the Services.

7.4. The NearSt Website shall not be used, and no part of the NearSt Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service, without the prior written consent of NearSt.

8. The shop's inventory

8.1. As a pre-requisite to NearSt providing the Services in accordance with the Agreement, the Shop will be required to add the Shop's current inventory of Products to the NearSt Website by providing an up-to-date database file to NearSt (the Database File ).

8.2. The Shop warrants that:

8.2.1. the contents of the Database File will be materially accurate to a minimum standard of 85% accuracy at the time of providing it to NearSt;

8.2.2. the Database File will be updated and uploaded automatically at least once per hour whenever the Shop is open; and

8.2.3. it will provide NearSt with details of any significant changes to the Products within five (5) days of the Product change via email at support@near.st or in writing, by post addressed to NearSt at 51 Hoxton Square, London, N1 6PB.

8.3. The Shop is responsible for the accuracy of the quantity of Products listed on the NearSt Website and via NearSt on Platform Partners.

8.4. NearSt acknowledges that due to limitations of the capabilities of the Shop's inventory management system, there may be disparity between the exact quantity of Products the Shop has in stock and the quantity noted in the Database File. However, should NearSt become aware of any suspected attempt by the Shop to falsely or fraudulently manufacture the Shop's inventory in an attempt to improve the Shop's visibility on the NearSt Website or otherwise, NearSt shall be entitled to terminate the Agreement immediately without notice.

8.5. The Shop is responsible for complying at all times with all applicable laws and regulations and trading standards requirements in force from time to time which relate to the Products and to the sale of the Products. NearSt accepts no responsibility for the quality of Products available through the NearSt Website.

8.6. The Shop warrants that all Products offered for sale by the Shop do not use or infringe the rights or Intellectual Property Rights of any person and the Shop is not aware of any claims in relation to such a contravention. 8.7. Where applicable, the prices of Products provided to NearSt by the Shop must be inclusive of VAT and all other taxes.

9. Inventory data

9.1. NearSt shall process and handle stock and inventory data collected in connection with the performance by NearSt of the Services and otherwise ( Inventory Data ) in accordance with the terms of this Agreement and its "Data Ethics Policy" which is available at:https://near.st/ethics

9.2. The Shop agrees and accepts that Inventory Data may be provided to Platform Partners to improve the Services provided by NearSt. The Shop shall have the ability via its NearSt dashboard to customise the Platform Partners its data is supplied to in connection with this Clause 9 and it shall be the sole responsibility of the Shop to do so.

9.3. The Shop acknowledges and accepts that a supply of Inventory Data in accordance with Clause 9.2 may require NearSt to provide Platform Partners with the Shop's inventory (barcodes), stock levels and pricing.

9.4. The Shop has the ability, via their MyShop dashboard at https://myshop.near.st or by email at support@near.st, to opt out of Inventory Data being used for the following purposes,:

9.4.1. Sales and Advertising – this service will promote the Shop's Products to Customers searching nearby with the intention of driving additional business for the Shop; and

9.4.2. Local Services – this will enable participation of local services e.g. local delivery companies.

9.5. Shops shall be automatically opted in to the services outlined above at Clauses 9.4.1 and Clause 9.4.2 above however should the Shop wish to opt out of Clause 9.4.1 and/or Clause 9.4.2, notice should be given to NearSt via email at support@near.st or in writing by post address to NearSt at 51 Hoxton Square, London, N1 6PB.

9.5.1. NearSt shall provide reasonable notice to the Shop of any new Platform Partners the Shop is due to be automatically opted in to.

9.6. The Shop acknowledges and accepts that NearSt may supply aggregated and anonymised Inventory Data to third parties for analytic purposes, provided those purposes will benefit the shop and comply with NearSt's Data Ethics Policy.

9.7. NearSt shall use reasonable endeavours to ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Inventory Data and against accidental loss or destruction of, or damage to Inventory Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Those measures may include, where appropriate, pseudonymising and encrypting data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

10. Marketing

10.1. The Shop shall permit, comply and co-operate with all activities undertaken by NearSt to promote, sell or market the Products, in such form and manner as NearSt in its sole discretion deems appropriate, whether directly through the NearSt Website, through any offline publications produced by NearSt, or through websites or offline publications not produced, owned or operated by NearSt, including the Platform Partners.

10.2. The Shop grants NearSt a non-exclusive, perpetual, irrevocable, royalty-free and worldwide licence to use, disclose and distribute any information, data, comments, or images provided by the Shop to NearSt for any purpose (including disclosing information to Platform Partners so that they can contact the Shop directly about their products and/or services).

10.3. The Shop hereby waives the right of acknowledgement as author of the Shop's information and the right to object to the use, in whatever form, of the Shop's information by NearSt in relation to the NearSt Website or the Services.

11. Data protection

11.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

11.2. NearSt is committed to protecting your privacy and security. All personal data that we collect will be processed in accordance with our privacy policy. The Shop is advised to review our privacy policy which is incorporated into these Terms and Conditions by this reference and which is available at https://near.st/legal/retailer-privacy/

12. Limitation of liability

12.1. NearSt provides the Services on the basis that, to the maximum extent permitted by law, all representations, warranties, conditions, undertakings and other terms in relation to the NearSt Website and Services (including any representations, warranties, conditions, undertakings and other terms which might otherwise apply to the NearSt Website or the Services, or be otherwise implied or incorporated in to these Terms and Conditions, by statute, common law or otherwise) are hereby excluded.

12.2. These Terms and Conditions shall not limit or exclude NearSt's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot legally be limited.

12.3. Subject to Clause 12.1 and Clause 12.2 , NearSt shall not be liable to the Shop, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

12.3.1. loss of profits;

12.3.2. loss of sales or business;

12.3.3. loss of agreements or contracts;

12.3.4. loss of anticipated savings;

12.3.5. loss of or damage to goodwill;

12.3.6. loss of use or corruption of software, data or information; and

12.3.7. any indirect or consequential loss.

12.4. Subject to Clause 12.1 and Clause 12.2 , NearSt's total liability to the Shop, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the lower of £1,000 or 50 per cent (50%) of the average annual Fees (calculated by reference to the Fees in successive twelve (12) month periods from the date of this Agreement) paid by the Shop and received by NearSt under this Agreement.

12.5. Unless the Shop notifies NearSt that it intends to make a claim in respect of an event within the notice period, NearSt shall have no liability for that event. The notice period for an event shall start on the day on which the Shop became, or ought reasonably to have become, aware of the event having occurred and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.6. This Clause 12 shall survive termination of the Agreement.

13. Termination

13.1. Without affecting any other right or remedy available to it, either party may terminate the Agreement by giving the other party thirty (30) days' written notice.

13.2. Without affecting any other right or remedy available to it, NearSt may suspend the Services or terminate the Agreement with immediate effect by giving written notice to the Shop if:

13.2.1. the Shop commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of the Shop being notified in writing to do so;

13.2.2. the Shop takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

13.2.3. the Shop suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

13.2.4. the Shop's financial position deteriorates to such an extent that in NearSt's opinion, the Shop's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy;

13.2.5. the Shop fails to pay any amount due under the Agreement within seven (7) days of the due date for payment;

13.2.6. there is a change of control of the Shop;

13.2.7. in NearSt's sole discretion, the Shop is no longer eligible and/or suitable to use the NearSt Website and/or Services.

13.3. In the case of a termination of this Agreement pursuant to Clause 13.2.7, the Shop shall be given thirty (30) days to remedy the situation. If, in the reasonable opinion of NearSt, the situation is not remedied within thirty (30) days and NearSt terminates the Agreement, the Shop shall be entitled to either (a) a 75% refund of the Initial Fee outlined in the Front Sheet if the termination occurs within one month of the date of this Agreement; or (b) a 0% refund of the Initial Fee detailed in the Front Sheet if the termination occurs after one month of the date of this Agreement.

14. Consequences of termination

14.1. On termination of the Agreement, the Shop shall immediately pay to NearSt all of NearSt's outstanding Fees and interest and, in respect of Services supplied but for which no invoice has been submitted, NearSt shall submit an invoice, which shall be payable by the Shop immediately on receipt;

14.2. Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

14.3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

14.4. All NearSt Materials in the Shop's possession shall immediately be destroyed or returned to NearSt, as appropriate, upon termination of the Agreement.

15. General

15.1. Force Majeure

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for thirty (30) days, the party not affected may terminate this agreement by giving fourteen (14) days' written notice to the affected party.

15.2. Assignment and other dealings

15.2.1. NearSt may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.

15.2.2. The Shop shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of NearSt.

15.3. No Partnership

Nothing in this Agreement is intended to or shall be construed as establishing or implying any partnership of any kind between the parties.

15.4. Confidentiality

15.4.1. The shop undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of NearSt, except as permitted by Clause 15.4.2. For the avoidance of doubt, "confidential information" shall include any information which was reasonably conveyed as being confidential when shared by NearSt with the Shop.

15.4.2. The Shop may disclose NearSt's confidential information:

15.4.2.1. to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the Shop's obligations under the Agreement. The Shop shall ensure that its employees, officers, representatives, or advisers to whom it discloses NearSt's confidential information comply with this Clause 15.4; and

15.4.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.4.3. The Shop shall not use NearSt's confidential information for any purpose other than to perform its obligations under the Agreement.

15.5. Entire agreement

15.5.1. The 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.

15.5.2. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

15.6. Variation

Except as set out in these Terms and Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.7. Waiver

A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

15.8. Severance

If any provision or part-provision of the 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 such 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 15.8 shall not affect the validity and enforceability of the rest of the Agreement.

15.9. Third party rights

Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

15.10. Governing law

The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

15.11. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

NEA001-0005-5192096-1