Effective Date: 03/03/2026 Company: G Look Fashion t/a Jeans Gems Wholesale, registered in England & Wales, Company Registration Number: 07516627 (referred to as "the Company," "we," "us," or "our"). Service: The Private Sourcing Club (Starter, Growth, and Elite Plans). Territory: The United Kingdom (UK) and the European Union (EU) / European Economic Area (EEA).

These Terms and Conditions ("Terms") govern the provision of international product sourcing, supplier introduction, and related procurement services by the Company to the business client ("Client," "you," or "your").

Notice of B2B Applicability: This is strictly a Business-to-Business (B2B) commercial agreement. EU and UK Consumer Protection legislation (including the EU Consumer Rights Directive and the UK Consumer Rights Act 2015) do not apply to this Contract. By subscribing, you warrant that you are purchasing these Services for the purposes of your trade, business, craft, or profession.

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1. Definitions and Interpretation

• "Contract" means the legally binding agreement between the Company and the Client.

• "Services" means the product sourcing, supplier introduction, and advisory services provided under the applicable Subscription Plan.

• "Incoterms®" means the International Commercial Terms published by the International Chamber of Commerce (ICC), 2020 edition, used to define shipping and risk liabilities.

• "Suppliers" means third-party manufacturers, wholesalers, or distributors based globally, including within the UK, EU, and Asia.

2. Nature of the Services & International Trade

2.1 The Company acts strictly as an independent sourcing consultant and external buying department. We facilitate introductions and provide strategic data. 2.2 We do not act as the Manufacturer, Exporter of Record, or Importer of Record for the physical goods unless explicitly contracted to do so under a separate, bespoke freight agreement. 2.3 Vetting of Suppliers is conducted with reasonable commercial diligence. However, the Company accepts no liability for sudden insolvency, non-performance, or regulatory non-compliance by third-party Suppliers in foreign jurisdictions.

3. Subscription Plans, Fees, and Cross-Border Taxation

3.1 Starter Plan (£199/month): Up to 4 sourcing requests per month (1-3 supplier options per request), pricing/MOQ data, and standard email support (48-72h SLA). 3.2 Growth Plan (£299/month): Unlimited sourcing requests (subject to a Fair Use Policy), 3-6 options per request, margin/retail positioning guidance, private label opportunities, and WhatsApp support (24-48h SLA). 3.3 Elite Plan (£899/month): All Growth benefits plus proactive weekly sourcing, first-refusal rights on reserved stock, direct supplier introductions, and custom manufacturing project management. 3.4 VAT and International Taxation: * UK Clients: Fees are exclusive of UK VAT, which will be charged at the prevailing standard rate.

• EU Clients: For B2B cross-border services supplied to a business established in the EU, the "Reverse Charge" mechanism applies. EU Clients must provide a valid EU VAT Identification Number. It is the Client’s responsibility to account for any local VAT due in their Member State. If a valid VAT number is not provided, local VAT may be applied.

4. Customs, Duties, and Import Liabilities

4.1 The Client acknowledges that sourcing goods across international borders (e.g., EU to UK, Asia to EU) involves customs controls. 4.2 Client Responsibility: The Client is solely responsible for all import duties, tariffs, customs clearance fees, and compliance with local import regulations (including CE/UKCA marking requirements, REACH compliance for textiles, and specific labeling laws) in their destination country. 4.3 The Company shall not be held liable for any border delays, impounded goods, or unexpected tariff applications.

5. Orders, Sampling, and Risk Transfer

5.1 Primary Contract: When the Client selects a Supplier, the commercial contract for the sale of goods is formed exclusively between the Client and the Supplier. 5.2 Shipping & Incoterms: All logistics, risk of loss, and transfer of title for physical goods shall be governed by the specific Incoterms® 2020 agreed upon between the Client and the Supplier (e.g., Ex Works (EXW), Free on Board (FOB), Delivered Duty Paid (DDP)).

6. Limitation of Liability

6.1 The Company shall not be liable to the Client for any indirect, consequential, or economic loss (including loss of profits, revenue, or market share) arising from cross-border shipping delays, Supplier manufacturing defects, or fluctuations in foreign exchange rates. 6.2 The Company’s maximum aggregate liability under this Contract, regardless of the jurisdiction in which a claim is brought, is strictly capped at the total subscription fees paid by the Client to the Company in the three (3) months preceding the event giving rise to the claim.

7. Data Protection (UK GDPR & EU GDPR)

7.1 Both parties agree to comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the EU General Data Protection Regulation (EU GDPR) 2016/679, where applicable. 7.2 The Company will process Client business contact data solely for the administration of this Contract, service delivery, and B2B communication.

8. Term, Cancellation, and Severability

8.1 This Contract operates on a rolling monthly basis. The Client may cancel by providing written notice at least [Insert Number, e.g., 7] days prior to the next billing cycle. 8.2 If any provision of these Terms is found by a court or regulatory body in the UK or EU to be invalid or unenforceable, that provision will be severed, and the remainder of the Terms shall continue in full force and effect.

9. Governing Law and Dispute Resolution

9.1 Governing Law: This Contract, and any dispute or claim arising out of it, shall be governed by and construed in accordance with the laws of England and Wales. 9.2 Jurisdiction: Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute. [Optional Alternative for smoother EU enforcement: Any dispute arising out of this contract may alternatively be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules.]

 

10. Fair Use Policy (FUP) – The Private Sourcing Club

Effective Date: March 25, 2026 Applicability: Growth Plan and Elite Plan Subscribers

10.1. Purpose of the Policy The Company offers "Unlimited Sourcing Requests" on its Growth and Elite subscription tiers to provide maximum value and flexibility to our active retail clients. The purpose of this Fair Use Policy (FUP) is to ensure that our team can deliver high-quality, meticulously researched sourcing options to all members of the Private Sourcing Club without our resources being disproportionately consumed by an individual subscriber.

10.2. Definition of "Unlimited Sourcing" "Unlimited" means there is no strict monthly cap on the total number of distinct sourcing requests a Client can submit. However, to maintain the quality of our service and adhere to our Service Level Agreements (SLAs), requests are processed sequentially under a "Reasonable Volume" framework.

10.3. Reasonable Volume and Sequential Processing To ensure fair allocation of our sourcing team's time:

• Active Queue Limit: A Client may have a maximum of [Insert Number, e.g., three (3)] active sourcing requests in the processing queue at any one time.

• Sequential Fulfillment: Once our team has fulfilled an active request (by providing the agreed 3-6 supplier options, pricing, and MOQ data), the Client may submit a new request to fill the open slot in their queue.

• Complexity Adjustments: Highly complex sourcing requests (e.g., custom manufacturing, bespoke private label development, or obscure raw material sourcing) may require extended research time and will be counted as taking up multiple queue slots, at the discretion of the Company.

10.4. Prohibited Use The "Unlimited" feature is designed to support the Client’s genuine business needs. The following activities are considered a breach of this FUP:

• Automated Submissions: Using bots, scripts, or automated software to submit bulk sourcing requests.

• Market Scraping: Submitting excessive requests for items the Client has no commercial intention of purchasing, done solely to scrape supplier data, pricing matrices, or to benchmark competitors.

• Reselling Data: Using the Service to source products on behalf of third-party businesses, or reselling the supplier data and introductions provided by the Company.

• Unreasonable Volume: Submitting a volume of requests that a reasonable person would consider excessive for a single retail or e-commerce operation of the Client's size, thereby hindering the Company’s ability to serve other members.

10.5. Enforcement and Remedies The Company monitors request volumes to ensure compliance with this FUP. If we determine, at our sole discretion, that a Client is utilizing the Service in a manner that violates this policy or places an unreasonable burden on our team:

1. First Step (Communication): We will contact the Client to discuss their usage patterns and attempt to align their requests with our reasonable volume framework.

2. Second Step (Throttling): We reserve the right to temporarily throttle the processing speed of the Client's requests (extending the standard 24-72 hour SLA) or enforce a temporary hard cap on monthly requests.

3. Third Step (Suspension/Termination): In cases of severe or repeated abuse (such as data scraping or reselling), the Company reserves the right to immediately suspend or terminate the Client's subscription without refund.