The following constitutes the terms and conditions (“Terms and Conditions”) of your progression from an Applicant to a participant (“Participant”) in in the Lidl Supplier Development Programme (“Programme”).
1. GENERAL REQUIREMENTS
1.1 All information provided by Lidl on the Lidl website and social media channels on how to participate in the Programme also forms part of these Terms and Conditions.
1.2 It is a condition of your participation in the Programme that you are, and you warrant and undertake to Lidl that you are:
(i) a resident of Ireland aged 18 years or over;
(ii) not an employee of Lidl Ireland GMBH, Lidl Northern Ireland GMBH (Lidl), or any subsidiary, associated company or agency or current supplier of these companies; and
(iii) Not a member of the immediate family (including any live-in partner) of a person employed by any of the above;
(iv) Permitted, both legally and contractually, to retail the proposed participating Product already on sale in other supermarket chains in Ireland or abroad.
1.3 You are not eligible to be a Participant in the Programme if you do not meet the above criteria. Failure to provide proof of eligibility within a reasonable time upon request by Lidl may result in disqualification from the Programme.
1.4 Participation in the Programme signifies acceptance of these Terms and Conditions.
1.5 The selection of Participants and their continued Participation in the Programme is at the sole and absolute discretion of Lidl, whose decision will be final and not subject to challenge or appeal.
2. PROGRAMME OBJECTIVES
2.1 Selected Participants in the Programme will benefit from a customised schedule of events and seminars aimed at improving the marketability of the Participants’ Product.
2.3 Selected Participants may, at Lidl’s sole discretion, be invited to enter into a limited fixed-volume contract to have their Products on Lidl shelves for a promotional period in Lidl Stores for which they will receive payment—such payment to be agreed in writing between the parties in advance of supply commencing. The selected supplier will receive a forecast from Lidl, in advance, with the amount of units that are required for the promotion;
Lidl will arrange for the design and supply of an outer box for Products chosen, where necessary in Lidl’s sole view.
If Lidl wishes to commence retailing successful Participant’s Products outside of the Republic of Ireland and Northern Ireland and/or if Lidl or successful Participants wish to develop variations of the successful Participant’s Product, then the arrangements (including financial arrangements) in respect thereof will be a matter for further and separate negotiation between Lidl and the relevant Participant.
Lidl reserves the right to change or alter the Programme Details as described herein as may be deemed necessary from time to time at its absolute discretion. Lidl makes no representation or warranty to Participants as to the likely success of any accepted Participants or their Products as a result of their participation in the Process. Further, no representation or warranty is made by Lidl to Participants that their Products will be suitable for long term development or that they or their Product will be a commercial success as a result of their participation in the Process or that any successful Participant realise any additional proceeds other than the contractual payment due to those whose Product is selected for retail as set out in this section.
2.4 By virtue of their participation, Participants hereby acknowledge and agree to these Terms and Conditions and that they are solely responsible for: (i) obtaining professional advice (including but not limited to independent legal and tax advice) in connection with these Terms and Conditions and the Lidl contract, if applicable; and (ii) any and all tax liabilities arising to the Participants in connection with the Programme and the Lidl contract. Lidl is not liable to Participants in any way in connection with such advice or tax liabilities arising.
3. PARTICIPATION IN THE PROGRAMME
3.1 Participation in the programme constitutes an agreement by you to abide by the rules of the programme included in the within Terms and Conditions (the “Rules”).
3.2 You warrant that all details and/or information provided by you to Lidl is true and correct. You agree to immediately inform Lidl if you discover that any details and/or information provided by you are false, inaccurate or misleading in any way whatsoever.
3.3 You acknowledge and agree that Lidl may at its sole discretion disqualify you at any stage from participation in the Programme if you provide or have provided any false, inaccurate or misleading details or information, or have failed to abide by the Rules, or have brought Lidl or their respective servants, agents or suppliers/producers or the Programme or any Product featured in the Programme into any disrepute or are in breach of these Terms and Conditions or have been deemed to warrant disqualification by Lidl in accordance with such discretion.
3.4 As a Participant you hereby irrevocably:
(i) agree and consent to participate in the Programme and agree that your participation is entirely voluntary and that you have independently agreed to participate in the Programme.
(ii) transfer to Lidl, with full title, by way of an exclusive assignment of present and future copyright, the entire copyright and all other rights, title and interest of whatsoever nature, whether vested or contingent, in and to your participation in the Programme and all of the products of your services as a Participant and contributor to the Programme (including, but not limited to, any application forms, any interviews and auditioning process but excluding any intellectual property rights or other rights in your Product, which rights shall be reserved to you subject to any restrictions set out in this Agreement), and all allied and ancillary rights in your participation and contribution to the Programme and to hold the same to Lidl absolutely, throughout the world for the full period of copyright and all renewals, revivals, reversions and extensions and thereafter in perpetuity to the extent permitted by law. This assignment shall be without reservation or condition and so that no rights of any kind, nature or description are reserved by you (except as set out above);
(iii) grant to Lidl all consents under the Copyright and Related Rights Act 2000 (IE), Copyright, Designs and Patents Act 1988 (NI) and any amendments and ancillary legislation thereto (the “Act”) necessary to enable Lidl to make the fullest use of your contribution to the Programme and the products of your services as an Participant and contributor to the Programme throughout the world in perpetuity by any and all means in any and all media, whether now known or hereafter developed or discovered, without liability or acknowledgement to you;
(iv) without prejudice to the generality of (i)-(iii) above, grant Lidl, (and any third party nominated by Lidl) the right to reproduce your name, photograph, recordings of your voice and other recordings of your participation in the Programme, seminars, photoshoots, and product testing, clips, out-takes, "behind the scenes" or "making of" footage of the Programme, the Product, and any comments made by you during the Programme by all means and in all media, whether now known or hereafter developed or discovered, including but not limited to YouTube and other social media platforms, throughout the world in perpetuity in connection with the Programme;
(v) grant Lidl the right to edit, copy, add to, take from, adapt or translate the contribution as it sees fit; and
(vi) You unconditionally waive in perpetuity the benefits of, and agree not to assert, any provision of law known as "moral rights," whether arising under the Act or otherwise or under any similar laws of any jurisdiction.
3.5 You warrant and undertake that: (a) you are fully entitled to be a Participant in the Programme and give the related contribution to Lidl; (b) nothing in the contribution (whether by way of inflection or gesture or otherwise) will infringe the copyright or any other right of any person, breach any contract or duty of confidence, constitute a contempt of court, be defamatory, or be calculated to bring Lidl or its respective servants, agents and suppliers/producers, the Programme, any Product featured in the Programme, and/or any publication, into disrepute; (c) all facts expressed by you in your contribution are, to the best of your knowledge and belief, true and insofar as your contribution contains any opinions, these opinions are your own and are genuinely and truly held by you, and (d) there is nothing in relation to you and/or the Product which is of a nature that could bring the Programme, Lidl, its respective servants, agents and suppliers/producers and/or the Product into any disrepute or damage the Programme, Lidl, its respective servants, agents, suppliers/producers, and/or the Product .
3.6 The rights granted by you hereunder to Lidl include all rights of communication to the public whether by satellite, cable, mobile TV, internet or otherwise, retransmission rights and all rental and lending rights whether now known or hereafter existing in any country of the world in and to the products of your services in respect of your position as an Applicant to the Process.
3.7 You agree that you will make yourself available for publicity for the Programme for a number of days between 23 June 2018 and 10 September 2018 including, but not limited to, interviews, photo calls, and various forms of online promotion through social media and other platforms. In addition to this you agree to make yourself available for publicity for the Process and/or Programme through the medium of Television and/or Radio should the need arise at a later date and as required by Lidl.
3.8 You acknowledge that Lidl will handle and manage the press and media relations around the Programme (including your involvement in the Programme) and that Lidl will handle and manage all related press queries and press relations and you warrant and undertake to Lidl that you will not give to any person any interview or make, give, or release any statement or writing for publication by any means or medium (including without limitation by way of any social media such as Facebook/Twitter etc.) relating to the Programme without the prior written consent of Lidl.
3.9 Your participation in the Programme constitutes permission to use your name, hometown and likeness (likeness as it has been shot or in an altered manner) for purposes of advertising, promotion or publicity in any media without additional compensation and you agree to take part in such related promotional activities as the Lidl may require.
3.10 By participating in the Programme, you agree to the processing and storage of any personal data provided by you on your application form for the purpose of entering the Process and for the purposes of the promotional activities around the Programme, now and in the future, including, but not limited to posts on social media sites by Lidl. Your personal data will not be used for any other purpose other than as outlined in these terms and conditions and Lidl will not transfer your data to any third parties outside Ireland.
3.11 Lidl hereby ensures that all personal data is collected, processed and used in compliance with all relevant data protection legislation and that adequate technical security measures are taken to ensure the security of all personal information. Nothing in this clause affects your rights as a data subject or Lidl’s obligations and responsibilities under the Data Protection Acts, the General Data Protection Regulation and/or any and all analogous legislation.
3.12 You warrant and undertake to Lidl that you will not enter into any commercial, sponsorship, manufacturing, supply, or other agreement with any third party in connection with the Programme or your appearance in the Programme, except with the prior written consent of Lidl or as required by Lidl.
3.13 All information disclosed to you or obtained by you relating to the Programme, including, but not limited to, other Participants and Products, Lidl and/or these Terms and Conditions is confidential (“Confidential Information”) and you hereby agree not to use or disclose to any third party any Confidential Information except as necessary in connection with your participation in the Programme. These restrictions on use or disclosure of Confidential Information will not apply to any information: (i) which is generally available to the public (other than due to breach of these Terms and Conditions or any other duty of confidentiality); (ii) received by you from third parties who are not subject to any confidentiality obligations in respect thereof; or (iii) which is required to be disclosed by law, a regulatory authority or pursuant to an order of a court or equivalent authority, however notice must be given to Lidl no later than 5 days after receiving notification of the order to disclose by a statutorily authorised entity and before any Confidential Information is disclosed to the third party, unless a court orders that such notice is forbidden. You acknowledge that any disclosure of Confidential Information not authorised by Lidl will constitute a material breach of these Terms and Conditions and that damages alone would not be an adequate remedy and accordingly, without prejudice to any and all other rights or remedies that Lidl may have, Lidl shall be entitled without proof of special damage to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause.
3.14 You acknowledge and agree that Lidl and its servants or agents shall not be liable to you or your legal representatives for any loss, damage, cost, expense or injury to you or your property caused or suffered in connection with the Programme, other than personal injury or death found by the courts of Ireland to be due to the negligence of Lidl and recoverable on that ground. Lidl and its servants or agents shall be released and you agree to indemnify and hold Lidl and its servants or agents harmless from any liability, including without limitation any damage or harm suffered by you, in connection with, or as a consequence of, your participation in, or contribution to, the Programme.
3.15 For the avoidance of doubt, Lidl and its servants or agents or suppliers/producers will not have any liability, in contract, tort (including negligence or breach of duty, including statutory duty) or otherwise howsoever arising, and whatever the cause thereof,
(i) for any loss of profit, business, contracts, revenues, or anticipated savings, or
(ii) for any special, indirect or consequential damage or loss of any nature whatsoever.
3.16 You warrant that you will not through any act, omission, or statement, cause to bring the name or brand of Lidl or their respective servants, agents or suppliers/producers or the Programme or any Product featured in the Programme into disrepute during the course of the Programme and/or Process or thereafter in any manner whatsoever.
4. YOUR PRODUCT
4.1 You hereby acknowledge and agree that:
(i) it is your responsibility to ensure that all your rights in your Product and any trade mark, domain name or other intellectual property relating to it have been secured to you and will not be prejudiced through your application to or participation in the Programme;
(ii) any disclosure of the Product during your participation in the Programme may adversely affect your rights in and to the Product;
(iii) you are solely responsible for obtaining professional advice (including but not limited to independent legal advice) in connection with your Product and the Programme and to ensure your rights in the Product are protected and Lidl is not providing any professional advice to you in connection with your Product;
(iv) except as set out in the Terms and Conditions your participation in the Programme is not confidential and no confidential or fiduciary relationship exists or is implied between you and Lidl in respect of your participation and you should not disclose any information to Lidl which you wish to keep confidential. By virtue of your participation, you acknowledge that Lidl bears you no duty whatsoever in relation to same and all confidentiality is therefore waived;
(v) Without prejudice to the foregoing, and to help you ensure that you are protecting the rights in your Product, you agree to notify Lidl prior to any publicity if you wish certain aspects of your Product to be kept confidential and not to be included in the Programme, and Lidl will use its best endeavours to ensure that such aspects are not included in the Programme but Lidl reserves the right to disqualify you from participation in the Programme if it considers that your Product cannot be featured adequately as a result of your confidentiality requests; and
(vi) if you are selected to participate in the Programme, Lidl may conduct tests on your Product if it deems necessary.
4.2 You hereby represent and warrant to Lidl that:
(i) you are the sole owner of the Product and have the exclusive and unconditional right and authority to participate in the Programme;
(ii) you are the first person to conceive of the Product and no other party has collaborated with you in connection with the Product or otherwise has any rights or interests in or to the Product; and
(iii) there has not been and currently is no claim, action, suit or proceeding relating to the Product or the intellectual property rights in the Product and to the best of your knowledge there is no reason to believe that your rights in and to the Product are invalid or unenforceable for any reason.
(iv) you are not contractually or otherwise restricted, or have any agreement containing provisions of exclusivity, which would prevent or impinge on your ability to supply or market your product with Lidl.
4.3 You hereby grant to Lidl a worldwide, irrevocable, royalty free licence to the intellectual property rights in your Product in perpetuity for the purposes of the Programme, the sale of your Product in Lidl stores and the marketing of your Product in whatever manner Lidl at its own discretion deems necessary throughout the whole world.
5. GENERAL TERMS
5.1 You agree to follow strictly any directions and health and safety information given to you by Lidl.
You warrant and undertake that your Product complies with all applicable food preparation safety and health and safety laws, regulations and guidelines including without limitation, to HACCP (Hazard Analysis and Critical Control Points) as laid out in the IS340 (Irish Standard 340), cold chain regulations and all relevant allergen regulations and you shall allow Lidl, its servants or agents upon reasonable request being made by Lidl to carry out any audits or inspections on your Products or premises as it shall deem necessary.
5.2 You understand that the Programme will involve assessment of you and your Product and you agree not to make any defamation or privacy claims or claims of any similar nature against Lidl arising out of the Programme (including without limitation the portrayal of you and/or your Product in the Programme and any comments or gestures made about you or your Product by other people in the Programme) and any related promotional, advertising and sponsorship materials and activities.
5.3 Lidl reserves the right to verify the eligibility of entrants to the Programme and check their identity. Lidl reserves the sole discretion to withhold an individual’s inclusion in the Programme until such proof of eligibility and identity has been confirmed or to disqualify the Participant from the Programme.
5.4 Lidl may refuse to allow Participants to partake in the Programme in the event of non-entitlement under these Terms and Conditions, an entrant’s breach of these Terms and Conditions, fraud, dishonesty or failure to meet the required minimum standards as set out in clause 5.1.
5.5 In the event of any fault, mistake, misunderstanding or dispute concerning the operation of any part of the Programme (including without limitation anything concerning the selection of Participants, Products, or the Programme Details) the decision of Lidl will be final and no correspondence will be entered into in this regard.
5.6 If the operation of the Programme or any aspect of the Programme is affected by circumstances beyond the reasonable control of Lidl or is prevented by reason of any actual, anticipated, or alleged breach of any law or applicable regulations or otherwise, Lidl may cancel all or any part of the Programme as outlined in these Terms and Conditions and as detailed on the Kick Start website and you shall have no claim against Lidl whatsoever and Lidl exclude any and all liability arising as a result.
5.7 Nothing in these Terms and Conditions shall exclude or limit Lidl’s liability for death or personal injury caused by its negligence or its liability for fraud.
5.8 You acknowledge that in the event you have any claim against Lidl in connection with these Terms and Conditions, your sole remedy will be an action at law for damages and in no event will you be entitled to rescind these Terms and Conditions or receive any injunctive or other equitable relief whereby the rights granted to Lidl could be affected or the free and unrestricted exploitation or exhibition of the Programme could be restrained, hampered or otherwise interfered with.
5.9 These Terms and Conditions may be transferred, assigned or licensed by Lidl (in whole or in part). These Terms and Conditions are personal to you and you shall not be entitled to transfer, assign or license the benefit of these Terms and Conditions (in whole or in part) to any third party.
5.10 You are advised to keep a copy of these Terms and Conditions. Lidl reserves the right to amend these Terms and Conditions at any time without prior notice.
5.1 1 These Terms and Conditions do not otherwise create or confer any rights enforceable by any person who is not a party to these Terms and Conditions.
5.12 You agree to execute and deliver to Lidl any other documents and agreements that Lidl considers necessary or desirable to evidence, effectuate or enforce these Terms and Conditions.
5.13 If at any time any provision of these Terms and Conditions is found to be illegal, unenforceable or invalid in whole or in part then the remaining portions of such provisions and other provisions of these Terms and Conditions shall continue to be binding and in full force and effect.
5.14 These Terms and Conditions shall be governed by and construed in accordance with Irish law and you irrevocably submit to the exclusive jurisdiction of the Irish courts.
6. CONTACT DETAILS AND FURTHER INFORMATION
If you have any queries in relation to these Terms and Conditions please contact