1. Authorised Seller - SiS 1.1 The Customer will ensure that the image, reputation and integrity of the Brand are preserved. With that in mind the following criteria (which are of the essence) set out the Company’s expectations that Authorised Sellers are required to meet regarding the location of the SiS, the retail environment, staff, presentation, promotion, Merchandise, and pre and after sales services. 2. Location/Retail Environment 2.1 The location of the Host Store and of the SiS inside the Host Store must at all times be consistent with the high quality character and allure of the Merchandise. In particular, the Host Store must be located in a premium retail location and the SiS inside the Host Store must be located in a suitable area that permits access to a clientele interested in the Merchandise. In particular, the geographical surroundings and the nature, standing and external appearance of other shops and businesses in the immediate neighbourhood shall be taken into account. 2.2. The exterior appearance and immediate surroundings of the SiS must at all times be consistent with the allure of the Merchandise. In particular, the exterior façade must be clean and in a good state of repair. 2.3 The interior environment of the SiS shall be maintained in a condition that ensures an attractive display and demonstration of the Merchandise and a pleasant consumer experience in terms of cleanliness, temperature control, ambiance, adequate lighting and other fixtures. 2.4 The trade name(s) adopted by the SiS must at all times be consistent with the allure and reputation of the Merchandise. In particular, these must not be perceived by the public as diminishing or having a negative effect on the value of any Merchandise. 3. Staff 3.1 The Customer must: (a) Separate from the provisions of Clause 10.2 of this Agreement, employ and make available during working hours a sufficient number of competent and knowledgeable personnel trained in the selling and features of the Merchandise who can properly demonstrate and explain the operation and attributes specifications and proper use of the Merchandise and properly advise consumers as to which Merchandise line items are compatible and suitable for consumers’ needs, including proper application and use of the Merchandise; (b) make available each year a number of personnel to receive marketing and/or sales training from the Company with respect to the Merchandise. 4. Presentation, Promotion and Product 4.1 The Customer must: (a) achieve an appropriate level of purchases from the Company, as may be agreed between the parties from time to time in an annual sales plan; (b) prominently display the Company's “Authorised Seller” Branded logo for each PoS; (c) ensure Merchandise in a SiS is only displayed in the Branded Area, in close proximity to other brands befitting the allure and brand positioning of the Merchandise, using Branded and/or such other fixtures as required by the Company to create a dedicated Branded environment and not in proximity to any detracting goods or brands; (d) clearly state the resale prices of the Merchandise on the Merchandise itself or on shelf pricing, provide this is lawful in the Territory; (e) ensure that all advertising and promotional activities created by the Customer, are first approved by the brand owner, the Company; (f) not use trademark symbols such as ™ or ® next to Aesop brand terms, or any terms matching or relating to “Official site’, ‘Official range’ or ‘Aesop online’ in AdCopy; (g) purchase any display material from Company or Company’s designee with reference to a separate price list; (h) provide the Company access to additional spaces within the SiS at specific moments throughout the Term for the purpose of installing a Brand or Merchandise related visual display for a period of two (2) weeks at least twice a year, whereupon the Customer will provide the Company at least three (3) months’ notice ahead of the first day that the Company will have access to the window display of the Host Store on each separate occasion; (i) not perform skin care or other treatments on end consumers in the SiS without Company’s prior approval. (j) not publish any information or materials pertaining to the Brand, the Merchandise or the Company without the Company’s prior confirmation in writing. SELECTIVE CRITERIA – INTERNET
1. Authorised Seller - Internet Criteria 1.1 All Authorised Sellers (including the Customer) are permitted to use the internet to communicate information about the Brand and/or sell Merchandise to end consumers provided that they comply with the internet Selective Criteria set out below, which are of the essence. 1.2 When selling Merchandise online the Customer must provide each end consumer: (a) with all applicable sales terms and conditions during the ordering process, including order dispatch times; (b) with immediate order confirmation by email; (c) with the ability to return Merchandise after sale (and to receive a refund) which shall be in accordance with all applicable laws and regulations; (d) with customer service email and telephone support (the address and numbers of which shall be clearly provided on the Website), as well as an out-of-hours answering machine or email that states customer service availability, that shall include a free assistance telephone service, available every week day during normal opening hours, staffed by trained personnel who are knowledgeable in the Merchandise, its specifications and proper use and who shall be capable of answering questions regarding the Merchandise and properly advising consumers as to which Merchandise line items are compatible and suitable for consumers’ needs, including proper application and use of the Merchandise. The trained personnel shall speak and understand the language used on the Website(s) and as far as applicable the language spoken in the relevant Country (in which the Merchandise is actively promoted by means of the Website); (e) an invoice that reflects the price and currency that the end consumer has accepted when ordering the Merchandise, including the appropriate VAT rate, with no hidden charges; (f) a prominent statement of the level of security provided for online transactions displayed at least on the ordering pages of the Website as well as a clear and conspicuous statement of the Customer’s privacy and usage policy with regard to all personal information gathered via the Website, ensuring that any processing of personal data is carried out in a legally compliant way (and in line with the General Data Protection Regulation if such processing comes in scope of the application of said regulation); (g) with such payment protection, encryption and security certification as is commonly used in the online consumer goods retail industry, ensuring always that if the Website collects or holds credit (or debit) card data such collection and processing is carried out in a PCI/DSS compliant fashion; 1.3 The Customer when engaged in search engine optimisation, will use appropriate keywords, which are compatible with the quality, image and allure of the Brand. The Customer will provide the Company with a list of these keywords upon request. 1.4 The Customer shall offer the same level of service and terms and conditions to end consumers across the Territory when offering the Merchandise for sale online. 1.5 If the Territory includes the whole EEAS, the Customer will within applicable law be free to choose in which other EEAS markets (outside the Country) it is able to deliver Merchandise, provided this is made clear on the Website and the Customer will be free to determine the delivery charges depending on delivery destination, subject always to mandatory law requirements. 1.6 The Website will be professionally designed and formatted with full search functionality. Product search tools available on the Website will only return the Merchandise in the search results in the Brand Area within the Website, when using the Brand or any other of Company's or Brand Owner’s trademarks as search terms and the Brand should be present either in the homepage of the Website (or Platform) or in the home page of the beauty section within the Website (or Platform) in as prominent a position as possible. 1.7 The Website's graphic quality (image clarity, grain quality, colour quality, etc.) will correspond to the most advanced or broadly recognised and generally accepted technological standards in the industry. The Website shall be accessible to any person with standard equipment and internet access. Web pages in the Website will load with such speed as is generally accepted for a best in class website of this type in the Territory. 1.8 Navigation throughout the Website will be easy and intuitive for the end consumer, with features such as fixed headers and footers or side navigation bars containing (in every single webpage) shortcuts to the home page, the “about us” page, the terms and conditions and (separately) the privacy policy, or a site map. The check-out page will contain product placement with prompts for last minute considerations or additions on the basket. The Website must capture customer orders within a reasonable period of no more than 48 hours after an order has been submitted. 1.9 The location of or accessibility to the Brand Area within the Platform must at all times be consistent with the high quality character and allure of the Merchandise. In particular, the Brand Area must be located in a suitable area with appropriate and prominent link to the home page of the Platform that permits easy access to a clientele interested in the Merchandise. 1.10 Merchandise on a Brand Area in a Platform should only be displayed in the Branded Area, and the Brand Area should be in close proximity to other brands befitting the allure and brand positioning of the Merchandise, using Branded and/or such other marking to create a dedicated Branded environment and not in proximity to any detracting goods or brands. 1.11 The Brand Area will be presented in accordance with the Company's guidelines, or as from time to time communicated by the Company. The presentation of Merchandise should follow Company’s naming conventions (Brand / Range / Product Name) and product descriptions will need to be in accordance with the Company’s written instructions on this matter. 1.12 The Brand Area will include only such Branded visuals, photos, animations and other multimedia modules developed by the Company from time to time for the promotion of the Merchandise online and will contain functionality for ratings & reviews. The Customer will not develop or use its own Branded materials (other than materials provided by the Company) without the Company’s prior approval. 1.13 The Brand Area will have a link to the Company's own main website in the Country. 1.14 The Customer will engage in appropriate lawful online marketing campaigns in order to promote the Website, including by means of banner advertising, social media campaigns or blog activities, provided that any Branded materials are approved in line with the terms of this Agreement (including, without limitation, sections 1.19 and 1.20 of this Schedule 5). 1.15 The Customer will not register or own (without the Company’s prior express permission in writing, at the Company’s absolute discretion) any Branded domain names and the Website will not (without the Company’s prior express permission in writing, at the Company’s absolute discretion) be hosted on a Branded domain name. 1.16 The Website (or the Brand Area of a Platform) will make clear that it is operated not by the Company, but by the Customer, being an independent Authorised Seller, displaying the appropriate Authorised Seller logo to this end. 1.17 The Customer will operate the Website under the Customer’s own name and trademarks (and not under the Brand or the Company’s name), subject to section 1.18 of this Schedule 5. 1.18 A Platform may be operated under the name of the Platform owner, provided that the Brand Area within such Platform will clearly identify the Customer as seller of the Merchandise (under license from the Company) and the Platform will not allow unauthorised sellers (not members of the Selective Network) to use the Brand or sell Merchandise on or via the Platform. 1.19 A Brand Area (within a Platform) will maintain distinct focus on the Merchandise and the Brand (subject to section 1.16 of this Schedule 5) and will not contain references to, or advertising banners or links to other brands or other products (which may be available elsewhere on the Platform, outside the Brand Area). 1.20 The Customer should not use the Brand or Branded materials in any type of online display or advertising, including re-targeted activity, on social media, email marketing, or affiliate marketing without the Company’s prior approval, which will not be unreasonably withheld. 1.21 The Customer must not merchandise any Merchandise directly along competitor products through any type of recommendation functionality such as ‘You May Also like” or ‘Related products’. Product recommendations should be limited within the available Merchandise range only. 1.21 Merchandise must not be merchandised directly alongside other skincare/cosmetics brands within a single image/banner format anywhere on the Customer’s Website. This includes homepages and landing pages. 1.22 The Brand must have a dedicated, customised brand page on the Website where all Merchandise lines are merchandised together. The local marketing team must contact the Company’s Digital department with a list of brand page requirements and specifications to build the brand page. 1.23 The Website must abide by the Company’s product categorisation structure and category naming conventions. 1.24 The Customer and the Company also agree that: (a) any information pertaining to the Brand, the Merchandise or the Company to be published on the Website has to be confirmed in writing by the Company beforehand; (b) pictures of Merchandise and the Brand published on the Website must be provided by the Company; and (c) text descriptions of Merchandise published on the Website must be provided by the Company.