The Good Market Company Limited - Terms and Conditions of Business
1. Interpretation
1.1 The following definitions and rules of interpretation apply in these Conditions.
Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between TGMC and the Trader for the supply of Services in accordance with these Conditions.
Trader Default: has the meaning set out in clause 4.2.
Licence: the licence for TGMC to operate the Market entered into between TGMC and London Borough of Tower Hamlets (the Licensor)
Market: the market at Victoria Park run by TGMC under the Licence.
Market Stall: the pitch offered to the Trader by TGMC pursuant to Order.
Market Stall Fee: the fee payable by the Trader for the Market Stall as specified in the Order.
New Trader Registration Form: the form completed on the Website by the Trader when applying to TGMC to be a stallholder at the Market.
Order: the Trader's order for Services as set out in the New Trader Registration Form.
Services: the services, supplied by TGMC to the Trader, namely the permission for the Trader to operate and trade a Market Stall at the Market in accordance with the these Conditions and as further detailed in the New Trader Registration Form.
TGMC: The Good Market Company Limited registered in England and Wales with company number 11181169.
Trader: the person or firm who purchases the Services from the TGMC.
Website: the website of TGMC being www.thegoodmarketcompany.com
1.2 Interpretation:
Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as it is in force as at the date of this Contract; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
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.
2. Basis of contract
2.1 The Order constitutes an offer by the Trader to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when TGMC issues written acceptance of the Order at which point and on which date the Contract shall come into existence (06.04.21).
2.3 The Trader must pay the returnable security deposit as stated in the Order before they will be offered a Market Stall and will be able to trade.
2.4 Any samples, drawings, descriptive matter or advertising issued by TGMC, and any descriptions or illustrations contained in TGMC's catalogues or brochures or on the Website, 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 Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Trader seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Supply of Services
3.1 TGMC shall supply the Services to the Trader in accordance with these Terms in all material respects.
3.2 TGMC reserves the right to amend the Services, including the location within the Market, if necessary to comply with any applicable law or regulatory requirement or the Licence, or if the amendment will not materially affect the nature or quality of the Services, and TGMC shall notify the Trader in any such event.
3.3 TGMC warrants to the Trader that the Services will be provided using reasonable care and skill.
3.4 The Market aims to achieve a balance of a wide range of stalls.
3.5 TGMC must ensure that the Trader is aware of health and safety issues in relation to operating within the Market and updated on specific issues as they arise.
4. Trader's obligations
4.1 The Trader:
(a) shall ensure that the terms of the Order are complete and accurate;
(b) shall co-operate with TGMC in all matters relating to the Services;
(c) shall provide TGMC with such information and materials as TGMC may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start as specified in the Order;
(e) acknowledges that the aim of the Market is to provide locally produced, good quality produce and hot food to the local community. Production methods should have minimal adverse environmental (and welfare) impacts and confirm to recognised standards. The Trader may only sell produce as listed on the Order. Additions to this list may only be made by agreement with TGMC and must be negotiated in advance;
(f) shall ensure the Markets Stall should clearly display the name of the Trader and make sure their branding and stalls are kept smart at all times. 3x3m Gazebos are absolutely essential and the Trader will not be able to trade without them. Any Trader with larger gazebos must gain consent in advance from TGMC;
(g) shall make sure that no damage is caused to trees, shrubs, grass areas, waters mains and pipes, gas mains and pipes, electricity cables or conduits at The Market;
(h) shall ensure the Market Stall is set up in time to start trading when the Market opens and should not close prior to the Market closing unless given prior permission by TGMC;
(i) shall ensure waste, rubbish, etc is not to be left at the Market and the Trader is responsible for the removal of their own waste and rubbish. The Trader should clear away their stalls promptly to enable cleaning to take place. Cleaning pitches is the responsibility of the Trader. Cleaning needs to be done to the standard required by the Market and TGMC;
(j) must comply with current Trading Standards and Environmental Health requirements. Traders must be registered with the Environmental Health department at least 28 days prior to trading at the Market and comply with food safety guidance for moveable and/or temporary premises;
(k) must hold adequate insurance to trade with the public and must present an appropriate current certificate of public liability insurance to TGMC immediately on demand by uploading it as part of the New Trader Registration Form. It is the trader’s responsibility to share updated or renewed policies with TGMC;
(l) shall trade at the Market under their own risk and the Market Stall Fees are non-negotiable regardless of stall takings or weather conditions; and
(m) shall ensure they have the appropriate approvals and trading licences required to operate in the London Borough of Tower Hamlets.
4.2 TGMC reserves the right to monitor the quality of produce offered for sale by the Trader. TGMC may terminate the stallholders contract in accordance with clause 8 (where if feels these criteria are not met).
4.3 If TGMC’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Trader or failure by the Trader to perform any relevant obligation (Trader Default):
(a) without limiting or affecting any other right or remedy available to it, TGMC shall have the right to suspend performance of the Services until the Trader remedies the Trader Default, and to rely on the Trader Default to relieve it from the performance of any of its obligations in each case to the extent the Trader Default prevents or delays TGMC's performance of any of its obligations;
(b) TGMC shall not be liable for any costs or losses sustained or incurred by the Trader arising directly or indirectly from TGMC's failure or delay to perform any of its obligations as set out in this clause 4.3; and
(c) the Trader shall reimburse TGMC on written demand for any costs or losses sustained or incurred by TGMC arising directly or indirectly from the Trader Default.
5. Duration
5.1 The Market will be held weekly on Sunday from 10.00 a.m. to 4.00 p.m. TGMC reserves the right to alter the place or the time of the Market and will give reasonable notice of any such decision to the Trader.
5.2 Traders must commit initially to 4 weeks, attending every week at the Market to provide continuity.
5.3 The Trader must trade every week with a maximum of 2 weeks annual leave per annum for produce traders and 4 weeks annual leave for hot food traders per calendar year which must be formally booked a month in advance by filling out TGMCs annual leave form for produce and for hot food on the Website.
If more leave is taken, and/or insufficient notice is given, and/or a trader does not show up on a booked date, an additional unauthorised absence fee will be charged (capped at £200 per week) to hot food traders.
6. Market Stall Fee and Payment
6.1 The Market Stall Fee shall be as specified in the Order.
6.2 From the fourth week the Trader must set up a standing order to go out on the Wednesday before the Market on Sunday. This leaves a week’s fee for a Market Stall as a deposit in the TGMC account for the Trader. The deposit is returned when the Trader serves notice to terminate pursuant to clause 4.2 or clause 8 or fails to perform their obligations under these Terms leave the Market or covers their final week’s pitch or covers the market of traders fail to turn up.
6.3 All payments made by the Trader to TGMC shall be paid to: Bank Account: The Good Market Company Ltd Sort: 204150 Account number: 73766152.
6.4 TGMC shall be entitled to charge the Trader for any expenses reasonably incurred by TGMC in connection with the Service.
6.5 TGMC reserves the right to increase the Market Stall Fee on an annual basis with effect from each anniversary of the Commencement Date.
6.6 Stallholders who fail to turn up for a booked Market Stall are liable for the full fee, regardless of the reason, which must be paid before they can return to the Market.
7. Limitation of liability: THE TRADER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
7.1 This clause sets out the entire financial liability of TGMC and includes liability in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract.
7.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by negligence;
ii. fraud or fraudulent misrepresentation; and
iii. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
7.3 Subject to Clause 7.2, TGMCs total liability to the Trader shall not exceed the total charges. Where:
i. (a) total charges means all sums paid or payable by the Trader under the Contract in respect of the Services which relate to the breach, whether or not invoiced to the Trader; and
ii. (b) total liability means TGMC's total liability for all and any claims (whether connected or not) including liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract in any 12-month period.
22.4 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
22.5 Nothing in this clause 7 shall limit the Trader's payment obligations under the Contract.
8. Termination
8.1 Without affecting any other right or remedy available to it, the Trader must give 10 days’ notice if they wish to terminate the Market Stall by filling out the Trader Leaving Form on the Website (verbal notification is not valid).
8.2 Without affecting any other right or remedy available to it, the TGMC may terminate the Contract with immediate effect by giving written notice to the Trader any reason whatsoever.
8.3 The Trader is liable for the full fee, regardless of the reason, which must be paid before they can return trading.
8.4 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
(b) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(c) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9. Consequences of termination
9.1 On termination of the Contract the Trader shall immediately pay to the TGMC all of the Trader's outstanding unpaid Market Stall Fees.
9.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10. Protection of Goodwill
The Market Trader’s attention is particularly drawn to this clause 10. Clause 10 seeks to protect the goodwill and business interests of The Good Market Company Limited. The Market Trader will only be allowed to trade at Victoria Park Market with The Good Market Company Limited under these Terms.
10.1 By agreeing to the terms of the Contract, the Market Traders are permitted to exclusively trade at the Market (Bonner Gate entrance, approach road through to Gore Rd entrance) with TGMC.
10.2 In order to protect the legitimate business interests of TGMC, the Trader covenants with TGMC that it shall not:
(a) carry on; or
(b) be engaged, concerned or interested in; or
(c) assist in any way,
any business concern which is (or intends to be) in competition with TGMC within the Market or elsewhere within Victoria Park Market, or which is operated by any other operator or the Licensor at the Market.
10.3 The Market Trader shall not at any time us or trade:-
(a) under the name or use any words the same or similar to “The Good Market Company”;
(b) use any trade or service mark, business or domain name, design or logo which is being used by TGMC;
(c) do anything with, in the reasonable opinion of TGMC, is capable of confusion with any of the words, marks, names, designs or logos referred to in 10.2(a) above.
10.4 The Market Trader shall be bound by the covenant set out in clause 10.2 during the term of this agreement, and for a period of 6 months after termination of this agreement.
10.5 The Market Trader agrees:
(a) Not to trade at any of TGMCs markets unless requested and permitted by TGMC to do so;
(b) That contract is with the TGMC only; you do not have a contract or licence with anyone we rent sites from;
(c) TGMC have no right of tenancy whatsoever at the Market.
11. General
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
The Trader 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 Contract.
11.3 Confidentiality.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
11.4 Entire agreement.
The Contract 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.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract 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 Contract 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 Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
(b) This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.10 Governing law.
The Contract, 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.
11.11 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 Contract or its subject matter or formation.