Selective distribution agreement
This Agreement is dated:
PARTIES
(1) Dermalogica (UK) Limited, registered in England and Wales with company number: 02263856, registered office address: The Manser Building Thorncroft Drive, Dorking Road, Leatherhead, Surrey, KT228JB. (‘Supplier’, ‘Dermalogica’)
(2) Authorised contract partner (‘Distributor’)
BACKGROUND
(A) Dermalogica is a manufacturer and distributor of professional grade skin care. Dermalogica offer professional grade skin care products, skin care treatment services and education for skin experts. Its formulas are free of artificial colours and fragrances, mineral oil, lanolin, alcohol, parabens and microplastics. Moreover, the products are gluten-free and vegan, making them suitable for intensive skincare. Dermalogica’s products have become a professional skincare brand that distributes under a selective distribution system to maintain the high-end brand profile. Given the connection of the brand image to its products, Dermalogica requires from its distributors a relationship based on and driven by the same objective: to provide the Dermalogica products and services in an environment without compromise for quality and with the utmost respect for consumer expectations.
This Agreement is subject to the Dermalogica’s General Terms and Conditions, which terms and conditions form an integral part of this Agreement and are inextricably linked to it.
(B) To ensure a customer experience that is consistent with the Dermalogica® brand, an account selling Dermalogica products through multichannel retail technologies and tools (website, mobile, social media, salon or shop) must meet several requirements. These requirements apply to all channels and regions in which the Distributor operates and are applied uniformly.
1 Interpretation
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions:
A-Launches: means the initial commercial launch of a globally prioritised product innovation in the Territory,
Account: means your account which: (a)gives you access to the B2B Ecommerce Website; (b)gives you the
ability to place orders for Products; and(c) gives you access to Training Services.
Authorised Distributor: a distributor that is a member of the Supplier’s Network.
B2B Ecommerce Website: means the website at www.myaccount.dermalogica.co.uk on which you can administer your account including placing orders for Products and Training Services.
Brand Guidelines: means Dermalogica’s brand guidelines available on the Pro-Portal.
Commencement Date: means start of the contract Dermalogica Professional Products: means the goods (or any part of them) set out in the Order which are designated by Dermalogica as professional products.
Dermalogica Retail Products: means the goods (or any part of them) set out in the Order which are designated by Dermalogica as retail products.
Domestic Law: means the law of the United Kingdom or a part of the United Kingdom.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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.
Products: means Dermalogica Professional Products and Dermalogica Retail Products.
Pro-Learning Hub: means the website at https://learn.dermalogica.co.uk/ on which you can book on to Training Courses and attend online Training Courses.
Pro-Portal: means the website at Pro.dermalogica.co.uk on which you can access useful documents and information, and book Training Courses, to help you manage your Dermalogica Account.
Regulated Qualification: means that the qualification has been awarded by the appropriate government regulated educational awarding organisation in the relevant country (for example Ofqual in England and
QQI in Ireland).
Supplier’s Network: means the Selective Distribution System established by the Supplier for the distribution of the Products within the UK and Ireland.
Staff: your employees or persons otherwise employed or engaged by you to work at the Approved Location for the purposes of running your business.
Selective Distribution System: a distribution system where the supplier undertakes to sell the Products, whether directly or indirectly, only to distributors selected on the basis of specified criteria and where these distributors undertake not to sell such goods or services to unauthorised distributors within the territory reserved by the supplier to operate that system.
Territory: means the United Kingdom, the Channel Islands, the Isle of Man or the Republic of Ireland, depending on where the Distributor is located.
Term: the term of this agreement, as determined in accordance with Clause 6;
Training Course: the training and education services we make available and supply to you to enable you to use and resell (as applicable in each case) the Products in accordance with this Agreement. The
specification for each course will be set out on our Pro-Learning Hub when you book the relevant course.
1.2 Interpretation:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted from time
to time and includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression will be interpreted as illustrative and will not limit the sense of the words preceding those terms.
A reference to writing or written includes email.
2 ACCESS TO SUPPLIER’S SELECTIVE DISTRIBUTION SYSTEM
Appointment as Distributor. Authorisation requirements
2.1 We are appointing you as a non-exclusive Distributor to market, distribute, and resell the Dermalogica Products in the Territory on and from the Commencement Date. This means that we can still:
2.1.1 appoint other distributors, resellers or agents for Products in the Territory; and
2.1.2 supply Products directly in the Territory whether for use or resale.
Authorisation requirements
2.2 Dermalogica distributes its skincare products under a selective distribution system through two distinct channels: accounts targeting professional skin treatment and accounts targeting retail, as well as accounts that serve both professional skin treatment and retail. Each channel is subject to different quality requirements for authorization regarding the distribution of Dermalogica Products.
For Distributors of Dermalogica Professional Products, the additional authorization requirements
included under sections 2.15, 2.17 and 2.20 shall apply.
Dermalogica Professional Products ☐
Dermalogica Retail Products ☐
2.3 Upon conclusion of the Agreement, the Distributor shall be integrated into Dermalogica’s Selective Distribution System and shall have the opportunity to be supplied by Dermalogica.
2.4 The authorisation is personal and cannot be transferred by the Distributor to any other party. This also applies in the event of a change in majority control of the Distributor’s company. The Distributor must
notify the Supplier of any impending change of control at least two months in advance. The Supplier will then inform the Distributor, in a timely manner before the change takes effect, whether the
authorisation will continue after the change of control. The authorisation is tied to the personal trustworthiness of the Distributor and its business, including a genuine commitment to the objectives
of selective distribution.
2.5 The distribution of Products through the website/webshop operated by the Distributor requires additional verification and authorisation by the Supplier through the execution of a Media Protocol. The sale of Products via the Distributor’s website/webshop is subject to the provisions set out in the Media Protocol. The Media Protocol serves as an addendum to this Agreement and forms an integral part of it.
2.6 The range of selectively distributed products is set out in Annex 1. Dermalogica reserves the right at all times to change, add or remove products from the range as part of its general company policy,
provided that the total stock is not significantly affected to the detriment of the Distributor.
Dermalogica shall inform the Distributor about this in good time, for example by means of an announcement in the newsletter sent to the Distributor by e-mail.
2.7 The Distributor shall purchase all its requirements for the Products either from the Supplier or from another Authorised Distributor within the Supplier’s Network.
2.8 The Distributor shall not supply the Products to distributors, retailers, or other resellers within the UK or Ireland who are not members of the Supplier’s Network.
2.9 The Distributor shall be free to sell the Products to any Authorised Distributor anywhere in the UK whether inside or outside the Territory.
2.10 The Distributor undertakes during the Term to:
2.10.1 fulfil the quality requirements set out in this Clause 2;
2.10.2 Use all reasonable endeavours to promote the distribution and sale of the Products in the Territory;
2.10.3 Ensure that a sufficient number of suitably qualified and trained personnel are engaged to fulfil the Distributor’s obligations under this Agreement; provided that, where the Distributor operates independently, the Distributor themself may be considered the suitably qualified and trained person for this purpose;
2.10.4 maintain, on its own account, an inventory of the Products at levels that are appropriate and adequate for the Distributor to meet all customer delivery requirements for the Products throughout the Territory;
2.10.5 keep all stocks of the Products that it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at its own cost
2.10.6 insure at its own cost with a reputable insurance company all stocks of the Products as are held by it against all risks that would normally be insured against by a prudent businessperson to at least their full replacement value and produce to the Supplier on demand full particulars of that insurance and the receipt for the then current premium;
2.10.7 submit written reports at regular intervals to the Supplier, showing details of stock, sales, [spare parts], outstanding customer orders and orders placed by the Distributor with the
Supplier that are still outstanding, and any other information relating to the performance of its obligations under this agreement that the Supplier may reasonably require from time to time;
2.10.8 keep full and accurate books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Products;
2.10.9 inform the Supplier immediately of any changes of control of the Distributor, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Distributor’s duties in this agreement;
2.10.10 allow the authorised representatives of the Supplier or their duly appointed agents to have access to the premises of the Distributor on reasonable notice and during Business Hours for the purpose of inspecting the Distributor’s Approved Locations the aforesaid books and
records.
Quality requirements. Approved Location(s)
2.11 The authorisation to distribute Dermalogica Products is subject to certain quality requirements that the Distributor must meet to ensure a customer experience consistent with the brand and its image.
2.12 The Products are available only to the skin care centre/spa/licensed school location authorised and approved by Dermalogica. At all times, each Distributor must have a physical location where Dermalogica Retail Products are sold to consumers, and where Distributor provides professional skin care services to consumers using Dermalogica Professional Products in accordance with this Agreement. You must maintain an adequately equipped treatment room for the provision of skin care treatments. The treatment room must be maintained by the Distributor in a clean and sanitary condition. If at any time and for any reason you cease to operate your business out of any Approved
Location(s) or you wish to add or remove an Approved Location(s), you must let us know immediately. We will confirm to you by email if we accept the replacement or addition of Approved Location(s). You will not use or resell any Products from any location unless and until you receive
such written confirmation. Otherwise, any sales from an additional or unapproved location will be considered unauthorized distribution.
2.13 The Approved Location(s) must be a physical location and if at any time you do not have an Approved Location(s), we may suspend or terminate your Account by written notice to you.
2.14 For Approved Locations, the façade, flooring, lighting, decoration, and overall atmosphere of the retail space must be visually attractive, contemporary, and meet high standards of cleanliness and
hygiene.
Distributors selling Dermalogica Retail Products must ensure that the products are prominently displayed in a highly visible and easily accessible location with sufficient stock. Only products of
comparable quality may be displayed in the immediate vicinity of Dermalogica products. Products must be presented in a dedicated branded area.
2.15 If you provide services to your customers using Dermalogica Professional Products, you must have and maintain a physical treatment space which complies to any requirements Dermalogica makes
you aware of, from time to time. In any event, any such treatment space(s) must be within the Approved Location(s) and must:
2.15.1 comply with all applicable legal and regulatory requirements, including health and safety
laws;
2.15.2 be kept and maintained in a clean and sanitary condition, in keeping with good practice in the
beauty industry; and
2.15.3 be equipped with the equipment reasonably expected of a professional salon providing the service you provide to your customers.
Account Governance
2.16 You agree to attend regular calls and / or visits and / or other communications from your Dermalogica Account manager. During these calls, visits or other communications you will allow the Dermalogica
Account manager to review your compliance with this Agreement, including:
– the Approved Location(s);
– Product stock levels; to be determined and communicated by your Dermalogica Account manager;
– your books of account and records clearly showing all transactions and proceedings relating to the Dermalogica Retail Products. Those accounts and records must be full and accurate, itemised by Product type and quantity, and sufficient to prove that each purchaser was a
consumer); and
– training and education requirements,
– and you will provide all information, materials and access that the Dermalogica Account manager may reasonably request in order for them to carry out the review.
Professional qualification of the staff
2.17 Upon approval of an account application, all skincare therapists employed by the Distributor are required to complete the “Get Started” training course(s) on product knowledge and skin consultation, organized by Dermalogica, within three months of the account opening.
2.17.1 Dermalogica Professional Products may only be used or applied by skincare therapists properly trained in their use, and Dermalogica Retail Products may only be prescribed and sold by skincare therapists who have received the necessary training.
2.17.2 All newly hired skincare therapists employed by You must attend Dermalogica classes before beginning work with the Products. All of the Your staff are encouraged to take advantage of the wide range of Dermalogica classes available and should attend them regularly. Each staff member is expected to attend a minimum of two classes annually.
2.17.3 Failure to comply with the provisions outlined in this section may result in Dermalogica deciding to terminate the Agreement and close your Account immediately on written notice to you.
2.18 You must use your Account in the course of running your business only and not for personal use. If we reasonably suspect for any reason that you are using the Account for personal and not business purposes, we can terminate your Agreement and close your Account immediately on written notice to you.
2.19 You will ensure that Dermalogica Retail Products are presented in a manner that (i) is consistent with Dermalogica’s foundation in professional skin care and education, (ii) accentuates the performance
of the Dermalogica Retail Products, (iii) is consistent with Dermalogica’s minimum presentation standards, and (iv) exemplifies Dermalogica’s position as a leading professional skin care company. For further guidance, please refer our link to the guide/visual merchandising Business Resource Hub
UK& .
2.20 You must, on any day your business is open, employ at least one fully qualified skincare therapist on a full-time basis to provide dedicated professional skincare treatments and services using the
products. Where You operate the business on your own, you may fulfil this requirement yourself, provided that You are a fully qualified skincare therapist. Additionally, you must ensure that at least
one qualified skincare therapist is present and available on-site at each of your premises at all times while the Products are being sold, for the purposes of consultation and professional recommendation. Should the qualified skincare therapist (including yourself, where applicable)
cease to provide services, you are required to notify Dermalogica immediately. The Account will be placed on hold until a replacement fully qualified skincare therapist is employed or available.
2.21 You must not:
2.21.1 provide, or allow your Staff to provide, skin care treatments to your customers using Products unless and until you or your relevant Staff have attended the required Training Course;
2.21.2 provide, or allow your Staff to provide, skin care treatments to your customers using Dermalogica Professional Products unless and until you or your relevant Staff have attended the required Training Course, which will be a minimum of RQF Level 2 or equivalent;
2.21.3 sell, or allow your Staff to sell, Dermalogica Retail Products to your customers unless and until you or your relevant Staff have attended the required Training Course.
Please see the Pro Learning Hub for details of which Training Courses are required by Dermalogica, in each case.
2.22 From time to time, we may stipulate that certain Training Courses are mandatory or essential for you and / or your Staff and / or our customers reselling or using certain Products. You must attend, and/or
ensure that your relevant Staff attend, those mandatory Training Courses promptly after receiving such notification from us.
3 Sales requirements
3.1 The Distributor shall not supply the Products to distributors, retailers, or other resellers within the Territory who are not members of the Supplier’s Network.
3.2 The Distributor shall be free to sell the Products to any Authorised Distributor whether located inside or outside the Territory.
3.3 The Distributor shall not establish or maintain outside the Territory any branch, sales outlet, warehouse or distribution depot for the sale of the Products.
3.4 Except as provided in Clause 3.8 the Distributor shall at its own entire discretion determine the prices at which and (except as specifically provided in this Agreement) the terms and conditions on which it sells the Products.
3.5 The Distributor shall not resell the Products at a price exceeding the maximum resale price from time to time specified by the Supplier in writing.
3.6 The Distributor undertakes not to copy the Products or to manufacture its own versions of the Products nor shall the Distributor authorise any third party so to do.
3.7 The Distributor shall not for the Term or for the period of five Years from the Commencement Date (whichever shall be the shorter) distribute or manufacture any goods that compete with the Products.
3.8 The purchase of A-Launch products may be subject to a fixed or minimum retail price for a strictly limited period, in compliance with the Vertical Agreements Block Exemption Regulation (VABEO). This
period shall not exceed what is necessary to facilitate the efficient introduction of a new product, ensuring proportionality and supporting investment in the relevant sales channel.
3.9 You will refrain from active sales of the Products to customers outside of the Territory. For these purposes, active sales will be understood to include actively approaching or soliciting customers,
including by taking the following actions:
3.9.1 actively targeting customers by calls, emails, letters, visits or other direct means of communication;
3.9.2 targeted advertising and promotion, by means of print or digital media, offline or online, including online media, digital comparison tools or advertising on search engines targeting customers outside the Territory;
3.9.3 advertisement or promotion that is only attractive for you if it (in addition to reaching other customers) reaches customers outside the Territory;
3.9.4 offering on a website language options different from the ones commonly used in the Territory;
or
3.9.5 using a domain name corresponding to a geographical area other than the Territory.
3.10 You will not:
3.10.1 represent yourself as our agent for any purpose;
3.10.2 pledge our credit;
3.10.3 give any condition or warranty on our behalf;
3.10.4 make any representation on our behalf;
3.10.5 commit us to any contracts;
3.10.6 otherwise incur any liability for or on behalf of us; or
3.10.7 without our written consent, make any promises or guarantees about the Dermalogica Retail Products beyond those contained in the promotional material we supply to you.
3.11 Where you package Dermalogica Retail Products on sale to your customers, you will use sustainable packaging in line with applicable government guidelines depending on where the distributor is
located:
– For the UK this means with UK government guidelines
-For Ireland, this means compliance with Irish Government’s packaging guidelines www.gov.ie/en/publication/06cf63-packaging-and-packaging-waste/)
3.12 You shall not transfer or sell any Products to any unauthorised re-distributor, reseller or retailer, or through any Internet social media site, auction/consignment site and or any Internet mall/marketplace (including but not limited to eBay and Amazon). The Products may only be sold or applied at Approved locations. Prior to the completion of any sale, Account shall use reasonable efforts to determine whether the sale complies with this clause. Account shall not sell any Dermalogica Professional Products to any consumer, as they are not formulated or labelled for consumer use.
3.13 You must comply with all applicable law and regulation, and good industry practise, in your advertisement, promotion, presentation use and resale of the Products.
3.14 We will label Products in compliance with the local market requirements. You must not remove or alter those labels and you must let us know immediately if you consider a Product might be mis-labelled or labelled in a way which is not compliant with applicable law and regulation.
3.15 Product guarantee. As a Dermalogica Retail Products distributor, you must offer your customers a 100% money back guarantee on Dermalogica Retail Products purchased by them from you as follows:
In the event that:
(a) a consumer wishes to return an unopened Dermalogica Retail Product that they purchased within the last 30 days, you must accept the return and refund the consumer the full price for that Dermalogica Retail Product, provided that Dermalogica Retail Product is still within its use by date (if applicable); or
(b) a consumer wishes to return an opened Dermalogica Retail Product to which they have suffered an adverse skin reaction, you must request photograph(s) showing the adverse skin reaction, accept the return and refund the consumer the full price for that Dermalogica Retail Product; and
You will then promptly inform Dermalogica of the return and the reason for the return by calling us on 0800 591 818 (UK) or 1800 818 555 (EIRE) or emailing us at customerservice@dermalogica.co.uk
and we will either:
(a) ask you to send the returned Dermalogica Retail Product to Dermalogica along with the proof of purchase, packaged in accordance with good industry practice and using the delivery service which we specify (acting reasonably); or
(b) ask you to destroy the returned Dermalogica Retail; and
If the reason for the return is an adverse skin reaction suffered by the consumer, you must send us the photograph(s) showing that adverse skin reaction on request, by email to customerservice@dermalogica.co.uk who will then advise the process for return to ensure we comply with our cosmetovigilance policy.
3.15.1 We will credit your Account for the cost of the returned Dermalogica Retail Product promptly after we receive:
(a) the Dermalogica Retail Product, including your reasonable packaging and postage costs, if we asked you to return it to us; or
(b) confirmation that you have destroyed the Dermalogica Retail Product
4. Dermalogica’s Intellectual Property Rights
4.1 We grant you the non-exclusive right, in the Territory, to use our Intellectual Property Rights, and the Intellectual Property Rights of The International Dermal Institute, in the promotion, advertisement and
resale of the Dermalogica Retail Products and the use of the Products in accordance with this Agreement, subject to and for the duration of the agreement.
4.2 You acknowledge and agree that all rights in our Intellectual Property Rights and the Intellectual Property Rights of The International Dermal Institute will remain vested in us or our licensors
(including, where applicable, The Dermal Institute), and that you have and will acquire no right in them by virtue of the exercise of your rights or the discharge of your obligations under the Agreement, except
for the right to use those Intellectual Property Rights as expressly provided in this Agreement.
4.3 You will not use any part or portion of our Intellectual Property Rights (or the Intellectual Property Rights of The International Dermal Institute) in your business name, registered company name, URL
or logo, social media handles or any part thereof. You will not, and will not permit others to, modify, change, dilute, alter or deface in any form or manner the Products and their contents, packaging, designs or labelling, or any other element of our Intellectual Property Rights (or those of The International Dermal Institute).
4.4 You will not promote, advertise, stock or sell counterfeit products or products which infringe our Intellectual Property Rights (or those of The International Dermal Institute). You will also inform us immediately if you become aware of any counterfeit or infringing products.
4.5 B2B Ecommerce Website We are the owner or the licensee of all intellectual property rights in the B2B Ecommerce Website, and in the material published on it. Those works are protected by copyright
laws and treaties around the world. All such rights are reserved.
4.6 We grant you a licence to use the B2B Ecommerce Website to use and administer your Account solely for the purposes and in the ways described in this Agreement.
4.7 Except where the B2B Ecommerce Website or this Agreement expressly state otherwise, you may not print off or download extracts of any page(s) from our B2B Ecommerce Website but you may draw the
attention of others within your organisation to content posted on our B2B Ecommerce Website.
4.8 We are not responsible for websites we link to. Where our B2B Ecommerce Website contains links to other sites and resources provided by third parties, these links are provided for your information only.
Such links should not be interpreted as approval by us of those linked websites or information you or your authorised instructors (as applicable) may obtain from them. We have no control over the
contents of those sites or resources.
4.9 You may use our B2B Ecommerce Website only for lawful purposes. You may not use our B2B Ecommerce Website:
4.9.1 in any way that breaches any applicable local, national or international law or regulation;
4.9.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
4.9.3 for the purpose of harming or attempting to harm minors in any way; or
4.9.4 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
4.10 You will not:
4.10.1 reproduce, duplicate, copy or re-sell any part of our B2B Ecommerce Website in contravention of the provisions of this Agreement;
4.10.2 access without authority, interfere with, damage or disrupt:
4.10.2.1any part of our B2B Ecommerce Website;
4.10.2.2any equipment or network on which our B2B Ecommerce Website is stored;
4.10.2.3any software used in the provision of our B2B Ecommerce Website; or
4.10.2.4any software incorporated into our B2B Ecommerce Website; or
4.10.3 frame our B2B Ecommerce Website on any other site, link to any part of our B2B Ecommerce Website or make any use of content on our B2B Ecommerce Website without our prior written consent.
4.11 We do not guarantee that our B2B Ecommerce Website will be secure or free from bugs or viruses.
4.12 You are responsible for configuring your information technology, computer programmes and systems to access our B2B Ecommerce Website. You should use your own virus protection software.
4.13 You must not:
4.13.1 knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful to our B2B Ecommerce Website;
4.13.2 attempt to gain unauthorised access to our B2B Ecommerce Website, the server on which it is stored or any server, computer or database connected to it;
4.13.3 attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this clause 4.13 , you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our B2B Ecommerce Website will cease immediately and we may terminate the Agreement immediately on written notice to you.
4.14 Without prejudice to any other right or remedy we may have, if we consider that you have breached this clause 4, we may take such action as we deem appropriate, including any or all of the following
actions:
4.14.1 immediate, temporary or permanent withdrawal of your right, or the right of your Staff to use our site;
4.14.2 issue of a warning to you;
4.14.3 disclosure such information to law enforcement authorities as we reasonably feel is necessary or as required by law; Or
4.14.4 terminate this Agreement immediately on written notice to you.
Advertisement of Products For Resale
General
5.1 You must comply with the Brand Guidelines and this clause 5 at all times when advertising, promoting and reselling Dermalogica Retail Products, and displaying Products used by you to provide services
to your customers.
5.2 You will ensure that all Products are presented in a manner that:
5.2.1 is consistent with our foundation in professional skin care and education (as described in more detail in the Brand Guidelines);
5.2.2 accentuates the performance of the Products;
5.2.3 is consistent with Dermalogica’s minimum presentation standards as set out in the Brand Guidelines; and
5.2.4 exemplifies Dermalogica’s position as a leading professional skin care company (as described in more detail in the Brand Guidelines).
5.3 You must not advertise, promote, or present Dermalogica or the Products in any manner which is reasonably likely to be detrimental to the reputation and value of Dermalogica as a high quality brand.
5.4 In the event you are attending an event at which you would like to advertise, promote or present Products and which will take place away from the Approved Location(s), you must contact your
Account manager in the first instance to discuss your plans and you must not advertise, promote or present Products at that event unless and until you have received prior written approval from us.
5.5 We highly recommended that you follow our “Tease, Reveal & Launch” marketing strategy for all new product launches. You can access this strategy by visiting https://pro.dermalogica.co.uk.
6. Term and termination of this agreement
This Agreement is entered into for an indefinite period, starting from the Commencement Date unless terminated earlier in accordance with Dermalogica’s General Terms and Conditions.
7. Entire Agreement
7.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.
7.2 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.
7.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
7.4 Nothing in this Agreement will limit or exclude any liability for fraud.
8. General
8.1 Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an even, circumstance or cause beyond a party’s reasonable control (‘Force Majeure Event’). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Agreement by giving 30 days’ written notice to the
affected party.
8.2 No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
8.3 We 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.
8.4 You will 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 our prior written
consent.
8.5 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Agreement.
8.6 A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any
right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
8.7 Nothing in the Agreement is intended to, or will be deemed to, establish any partnership or joint venture between you and us, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
8.8 The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
8.9 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 will be governed by and construed in accordance with the law of England
8.10 Each party irrevocably agrees that the courts of England and Wales will 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