We guarantee to choose the best quality fabric available on our market. It is worth noting that: - Natural cotton is an untreated fabric that may contain some flaws (dirt) or tiny knots. There might be difference in the way the material is woven which may result in the transparency of the fabric. The quality of the raw cotton fabric may vary from order to order. Different mechanical wrinkles can occur during production and rolling 280gsm natural colour cotton. These folds cannot be removed due to the nature of the fabric. As cotton is an all-natural material, it does shrink in the wash and is rather susceptible to wrinkles. The products are all handmade, therefore there might be difference in size (+/ - 1cm) and shape of the bags within one order. The exact length of the handles cannot be guaranteed and the difference might exceed ( + / -2 cm).
Every supplier and cooperator of Cotton Barons is committed to the confidentiality in the full extend of the information provided by Cotton Barons. It applies to any form of direct contact made with Cotton Barons’ clients in order to engage in the deal omitting Cotton Barons. It also applies to the direct contact in any other respect without the permission of Cotton Barons. All the Cotton Barons' suppliers and cooperators are accepting this condition with the cooperation agreement. Anybody found breaking this agreement will be liable for the damages payout at the rate of Ł20000 per every single contact made.
also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA) or secrecy agreement (SA)
1: COTTON BARONS (Company Number 08115661) whose registered office is at 48a Mitcham Park, Mitcham, CR4 4EJ.
PARTIES (2): ALL suppliers and co-operators of the Cotton Barons.
A The Parties have agreed to enter into discussions and negotiations in relation to the Project, during the course of which, the Parties may disclose to each other certain Confidential Information.
B The Parties have agreed to maintain such information as Confidential Information, and not to disclose it to any third parties under any circumstances and in any way under the penalty of £20000 for each contact or information made.
“Affiliate” means in respect of the Company, any company which is a Subsidiary or Holding Company or any company within the same group of companies as the Company. Holding Company and Subsidiary Company have the meanings attributed to them in Sections 1159 and Schedule 6 of the Companies Act 2006 "Commencement Date" means the date of this Agreement. "Confidential Information" means this Agreement any information disclosed in relation to the Project and any and all business secrets or confidential information relating or belonging to either Party, including but without limitation, information about sales or marketing plans, creative ideas, business plans, financial information, delivery schedules, designs, drawings, technical specifications, performance data, manufacturing techniques, know-how, technology, information relating to intellectual property rights, any source code or object code or other software of any nature whatsoever, any information obtained through inspection of products, components or apparatus developed or manufactured by or on behalf of either Party or from.
2.1 The clause headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.
2.2 References to clauses and schedules are to clauses and schedules in this Agreement.
2.3 Where the context dictates, the singular shall include the plural and vice versa and any gender shall include the other gender.
2.4 Any reference to any statute or statutory provision will (unless the context otherwise requires) be construed as a reference to that statutory provision as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time.
3.1 Nothing in this Agreement shall be construed as compelling either Party to disclose any information to the other.
3.2 Confidential Information disclosed by the Disclosing Party shall not be used or disclosed by the Receiving Party except for the purposes of the Project and in accordance with the terms of this Agreement.
4.1 In consideration of the disclosure by the Disclosing Party to the Receiving Party of any Confidential Information, the Receiving Party undertakes, in relation to any Confidential Information received from the Disclosing Party (whether before or during the term of this Agreement)
(a) to keep it confidential; and
(b) not to use, copy or disclose it any Third Party in each case except as may be permitted under Clause 5 of this Agreement.
5.1 The Receiving Party will restrict disclosure of the Confidential Information to such of its employees, agents or subcontractors as have a legitimate need to know or see the same for the purposes of the Project. The Receiving Party will ensure that such employees, agents or subcontractors to whom disclosure is made are subject to equivalent obligations of confidentiality as bind the Receiving Party.
5.2 Subject to the provisions of clauses 5.1 and 5.4, the Receiving Party will not without the prior written consent of the Disclosing Party publish or disclose the Confidential Information to any Third Party as the sum of £20000 will be demanded for every single approach.
5.3 The Receiving Party shall maintain in confidence the Confidential Information and apply security measures no less stringent than the measures which it would apply to protect its own like confidential information (but in any event no less than a reasonable degree of care) to prevent unauthorised disclosure and use of the Confidential Information.
5.4 The Receiving Party will indemnify on demand the Disclosing Party against any loss damage or costs which it sustains arising out of a breach of this clause 5 by the Receiving Party, or the breach of confidence by any third party to whom the Receiving Party has made disclosure.
5.5 Cotton Barons may disclose Confidential Information to its Affiliates provided that any such Affiliate is bound by the same levels of confidentiality as bind Cotton Barons in relation to the usage and disclosure of such Confidential Information
6.1 No rights of any nature in, to or over any intellectual property
right of the Disclosing Party shall be deemed to be conferred by
this Agreement or by any disclosure of Confidential Information to
the Receiving Party and the Receiving Party shall hold
Confidential Information as bare trustee for the Disclosing Party.
6.2 All designs and creative works prepared by or on behalf of ZAK and disclosed during any pitches to the Company as Receiving Party or by way of email or in writing to the Company as the Receiving Party in relation to the Project shall remain the copyright of Zak and shall not be distributed or copied by the Company as Receiving Party.
7.1 The Parties agree that damages alone shall not be an adequate remedy in the event of any breach or threatened breach of the provisions of this Agreement. Without prejudice to any other remedy it may have, the Disclosing Party shall be entitled to seek relief by way of an injunction and/or specific performance, for any threatened or actual breach of this Agreement including, but without limitation a breach by the Company as Receiving Party of clause 6.2, without the need to prove or quantify loss or damage.
8.1 This Agreement shall commence on the Commencement Date and shall
continue in force until all Confidential Information has been disclosed between the Parties in relation to the Project
8.2 All confidentiality restrictions contained in this Agreement will continue to apply for a period of five (20) years from the date on which the Confidential Information was disclosed.
9.1 The Disclosing Party may at any time and at its sole discretion
give notice to the Receiving Party requiring either the destruction or the return of all of the Confidential Information disclosed by it to the Receiving Party.
9.2 On receipt of a notice given pursuant to clause 9.1, the Receiving Party shall within 48 hours of receipt either return or destroy all Confidential Information of any kind held by, or on behalf of the Receiving Party, whether or not in the possession of the Receiving Party and serve on the Disclosing Party notice signed by a duly authorised officer of the Receiving Party confirming that the Receiving Party has complied with the Notice served pursuant to clause 9.1.
10.1 The Receiving Party acknowledges that the Confidential Information
may relate to things which are still be under development, or may be incomplete. Accordingly, the Disclosing Party gives no warranty regarding the accuracy, completeness, functionality or efficacy of the Confidential Information or the validity of ownership of any intellectual property rights relating to any Confidential
Information disclosed. The Disclosing Party accepts no responsibility for any expenses, losses, claim or action incurred or undertaken by the Receiving Party as a result of the Receiving
Party's receipt or use of Confidential Information.
10.2 The Disclosing Party gives no warranty that it will introduce any product referred to in the Confidential Information or the Project.
11.1 The Disclosing Party acknowledges that the disclosure of the Confidential Information gives it no rights in respect of any product, process or intellectual property which the Receiving Party may develop solely as a result of the Receiving Party's own research and development conducted without reference to the Confidential Information.
11.2 The obligations of the Receiving Party under this Agreement are in addition to any other obligations which the Receiving Party may have under statute, common law or otherwise.
11.3 All parties agree that this Agreement does not grant any licence, implied or otherwise, or create any other rights or obligations other than those contained in this Agreement, including but without limitation, the obligation to purchase any products or services or enter any other agreement with the other Party.
11.4 Notices under this Agreement shall be deemed to be served via our Terms and Conditions statement which is always visible on our website and correctly addressed to the respective Party as detailed at the beginning of this Agreement which is covering all the suppliers and co-operators.
11.5 If a Party changes its address for notification purposes, then it shall give the other Party written notice of its new address and the date on which it shall become effective.
11.6 No variation of this Agreement or amendment to this Agreement shall be valid unless agreed in writing and signed by both Parties.
11.7 If any provision of this Agreement is found by any competent authority or a court of law to be invalid or unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.
11.8 Failure by either Party to enforce any provision of this Agreement shall not be deemed to be a waiver of future enforcement of that or any other provision.
11.9 Nothing in this Agreement shall constitute or be construed as constituting a partnership or joint venture between the Parties or shall authorise one Party to enter into contractual relationships or incur obligations on behalf of the other Party.
11.10 An entity which is not expressly a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement with the exception that this Agreement shall apply to all Affiliates of Cotton Barons and all Affiliates of Cotton Barons may enforce the terms of this Agreement as if they are a Party to this Agreement.
11.11 This Agreement represents the entire agreement between the Parties relating to the Confidential Information and supersedes all prior agreements, arrangements and understandings between the Parties relating to the Confidential Information and each Party agrees that it will have no remedy in respect of any untrue statement innocently or negligently made by or on behalf of the other Party prior to agreeing with these terms by the this Agreement which such Party relied upon in entering into this Agreement whether such statement was made orally or in writing.
11.13 This Agreement shall be governed by and construed in accordance with the laws of England and the Parties shall submit to the exclusive jurisdiction of the English courts.
11.14 The commitment to comply with our terms is effective on and from the Commencement Date of every contact made in order to exchange the information for the cooperation purposes.
11.15 All the suppliers and co-operators are accepting these terms automatically without the need to sign the document as it would not be practically possible for Cotton Barons to issue the documents. It is stated that the Terms and Conditions apply with all the dealings with Cotton Barons. The English language, which the Terms and Conditions are written in, is the language that cotton Barons operates in and all the parties are committed to be able to understand it or translate at own.
11.16 All the co-operator, apart from the customers, do not have the right to leave any reviews or any kind on any of the media services. Every attempt would be charged at £20000.