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Partner Terms and Conditions

Summary Terms - Partner

  1. You agree to validate Move Technologies attendances within 4 hours of each attendance.
  2. You will be paid automatically by bank transfer every month for Move Technologies Customer attendances correctly validated in the previous month, with the exception of your Direct Move Technologies Customers where you will be paid every 14 days Payments are subject to processing and booking fees as detailed in this agreement.
  3. You agree to display the Move Technologies logo where possible at your venue, in your promotional material (digital and physical) and on your website for customers to easily acknowledge your participation on the Move Technologies platform. Move Technologies will provide branded promotional materials for you to display at your premises.
  4. You provide Move Technologies with a licence to use your logo, class descriptions and images along with videos located on your website or public sharing platforms for the purposes of promoting your activities on the Move Technologies platform and other media.
  5. You are responsible for remitting to applicable tax authorities any sales tax owed on Move Technologies payments made to you.
  6. You must hold sufficient, current and valid insurance to promote your business on the Move Technologies platform.
  7. Where you are using Shared Space (sometimes referred to as Move Village) you shall ensure that all purchases and bookings of your activities/service provided in the Shared Space are done through the Move Technologies platform.

Summary Terms – Venue Partner

  1. You shall provide the Shared Space (sometimes referred to as Move Village)  for use by the Partner in accordance with the terms of this agreement
  2. You must install and display Move Technologies brand (Move Village) and promotional signage/AV equipment in your Venue entrance (internal and external) the details of the exact requirements for branding are found in your Partner Pages of the platform.

 

Partner/Venue Partner Terms and Conditions

PARTIES

(1)        The person or entity identified in the Partner Pages (defined below) intending to sell Products (defined below) to the Move Technologies Customers (defined below) (the “Partner”);

(2)        The Venue Partner (defined below); and

(3)        Move Technologies Group Ltd incorporated and registered in England and Wales with company number 13904894 whose registered office is at 11 Laura Place, Bath, Somerset, England BA2 4BL and trading as Move, MoveGB, MoveUSA (“Move Technologies”) acting for itself and on behalf of the Property Management Partner (define in the Partner Pages) 

Background

Whereas:

(A) Move Technologies owns and operates the Website (defined below) through which Move Technologies Customers (defined below) may purchase MoveCredits (defined below) to be redeemed against Products (defined below) offered by third party traders via the Website.

(B) Property Management Partner is a company that arranges Shared Spaces to be used by the Partner for delivery of the Products.

(C) The Partner intends by entering into this agreement to list its Products on the Website and to sell its Products to Move Technologies Customers for payment in MoveCredits. In return the Partner shall receive a Wholesale Price (defined below) from Move Technologies.

(D) The Venue Partner shall provide the Shared Space to Property Management Partner to arrange for other Move Technologies partners to deliver their products and services.

Partner Terms and Conditions

1.        Interpretation

1.1      The definitions and rules of interpretation in this clause apply in this agreement.

Billing Period

the calendar month immediately preceding the month in which the Invoice Deadline falls or any period otherwise agreed between the parties or stated in the invoice

Booking Period 

means the periods as detailed in the Partner Pages agreed between Move Technologies , the Property Management Partner and the Venue Partner where Shared Space will be available 

Consents 

means all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which are or shall be required for the delivery of the Products by any statutory undertaker or any statutory public local or other authority or regulatory body or any court of law of government department or any of them or any of their duly authorised officers

Commission Fee

the commission fee listed in the Partner Pages, as agreed between the parties

Communal Areas

the facilities and communal areas in the building in which the Shared Space is located that is available for use by the Partner and/or the Move Technologies Customers, including without limitation, the bathroom and changing room facilities

Data Protection Legislation

(i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018

Move Technologies Customer

such person or persons as the Partner may contract with for the sale of Products in exchange for MoveCredits including Customers (as defined in the Partner Pages)

Direct Move Technologies Customer

such person or persons as the Partner had a previous direct relationship with and since contract with for the sale of pay as you go Products in exchange for MoveCredits directly from the Partners Branded webpage on the Website (a dedicated page in the Website solely for the Partners pay as you go Products).

Intellectual Property Rights

all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world

Invoice Deadline

the last calendar day of each month where the Outstanding Balance owed to the Partner is over the Threshold Payout Amount or the day upon which a payment request has been made inside your Partner Portal

Materials

all documents, papers, drawings, designs, transparencies, photos, videos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, relating to the Partner's brand, business or the Products

MoveCredits

the electronic credits issued by Move Technologies to Move Technologies Customers

Partner Pages

the pages in the Website that contain information including but not limited to the Partner/Venue Partner business name, Tax details, banking details, set up fees, Booking Periods, Rent as well as pages for the creation of activities and Products which list times and Wholesale price 

Personnel

means all persons employed by the Partner to perform its obligations under this agreement together with the Partner's servants, agents, suppliers and approved sub- contractors used in the performance of its obligations under this agreement

Products

the goods and / or services listed in the Partner Pages and marked as “approved” from time to time and ‘Product’ shall mean any one of them as applicable

Renewal Date

This agreement is on a 12 months rolling term with the first Renewal Date set as 12 months from date of this agreement, unless stated otherwise in the Partner Pages

Rent

The rental payments either:

  1. paid by the Property Management Partner to the owner, lessor or licensor of a Shared Space pursuant to the ‘Partner Pages’ agreed between Move Technologies and the Venue Partner; or
  2. charged by the Property Management Partner to the Partner in respect of each Shared Space

Shared Personal Data

means Personal Data received by the receiving party from or on behalf of the disclosing party, or otherwise made available by the disclosing party under this agreement

Shared Space

means a physical location made available by the Property Management Partner to the Partner for the use in delivering the Product to the Move Technologies Customer

System

the booking platforms integrated with the Website

Threshold Payout Amount

the amount specified within your partner portal whereby an automatic payout is due.

Termination Date

the date on which this agreement is terminated as agreed by the parties

Validation

a notification from either the Move Technologies Customer or the Partner to Move Technologies (via the Website) that a Product has been sold by the Partner to a Move Technologies Customer using MoveCredits (the requisite manner of such notification to be notified by Move Technologies from time to time)

Venue Partner

means the current landlord/leaseholder of the building comprising the Shared Space(s) holding the benefit of the immediate freehold or leasehold reversion to the Shared Space(s) and the Communal Areas

Website

www.move.cc, www.movegb.com, go.movegb.com, go.move.cc or such other website or smart phone application as may be operated by Move Technologies 

Wholesale Price

the price payable by Move Technologies to the Partner in respect of Products sold to Move Technologies Customers and as marked as “approved” by Move Technologies within the Partner Pages, as agreed by the parties from time to time

 

1.2      "Data Controller" and "Personal Data" shall each have the meaning given to them by the Data Protection Legislation.

1.3      Details marked within the Partner Pages from time to time form part of this agreement and shall have effect as if set out in full in the body of this agreement.

1.4      Where the words include(s), including or in particular are used in this agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

 

2.        Charges to the Move Technologies Customer and Operator

2.1      The Partner shall make the Products available for sale.

2.2      The Partner agrees to accept MoveCredits from Move Technologies Customers by way of payment for the Products and acknowledges that in doing so it shall be entering into a contract for sale directly with the Move Technologies Customer.

2.3      The Operator agrees to pay the Fees due to Move Technologies as described in the Partner Pages.

 

3.        Charges and Payment

3.1      In consideration of the provision of the Products by the Partner to the Move Technologies Customer, Move Technologies shall pay the Partner the Wholesale Price in accordance with this clause.

3.2      The Move Technologies Customer shall be Validated as follows:

3.2.1      the Partner shall check-in the Move Technologies Customer on either the Partner's booking system or the Move Technologies portal; or

3.2.2      the Partner shall check the date, time, and Product entered by the Move Technologies Customer and displayed on the Website page as shown on the Move Technologies Customer's phone or device.

3.3      All Validations must be submitted within 4 hours of each Product being supplied.

3.4      The Partner cannot validate any person or persons including themselves who are employed by or affiliated with their business for an activity or product that they provide access to through the Move platform.

3.5      The Partner must supply any relevant tax number to Move Technologies via Partner Pages as well as the details of which Products are subject to sales tax and the correct percentage. The Partner warrants that this tax number and information is accurate and that they will ensure the Partner Pages are updated if there are any changes to the information listed in this clause 3.5.

3.6      By the Invoice Deadline Move Technologies shall issue (via email to the Partner) a self-billed invoice in respect of the Products sold by the Partner to the Customers/Move Technologies Customers during the Billing Period. Each invoice shall include the Partner name, address and any relevant tax registration number.

3.7      The Partner agrees to accept each invoice and not to raise its own invoices for transactions covered by this agreement

3.8      Move Technologies shall deduct from the total amount due to the Partner under each invoice:

3.8.1      the Rent plus any applicable VAT for each Shared Space used in respect of the Products covered by the relevant invoice;

3.8.2      a fee of 2.9% of the Wholesale Price plus

      1. GBP £0.30 in the UK
      2. AUD $0.60 in Australia
      3. NZD $0.62 in New Zealand

for each Product sold by the Partner to a Move Technologies Customer during the Billing Period to cover the cost of collecting and managing payment from customers; and

3.8.3      Fees for each booking made by a Move Technologies Customer via the following systems, to cover their API licence fees:

      1. GBP £0.90 or AUD $1.80 or NZD $1.85 for MindBody and Zingfit systems
      2. GBP £0.20 or AUD $0.40 or NZD $0.41 for Other integrated systems

3.8.4      A fee of GBP £0.70 or AUD $1.37 or NZD $1.44 for each booking confirmed using Move Technologies' telephone concierge service (no charge will be made for Move Technologies' email or SMS booking service).

3.9      Move Technologies shall within 30 days of the Invoice Deadline pay the Partner (by bank transfer) the Wholesale Price in respect of all Products sold by the Partner to Move Technologies Customers during the Billing Period. The number of Products sold by the Partner to Move Technologies Customers during the Billing Period shall be calculated by reference to all legitimate Validations received by Move Technologies during the Billing Period.

3.10      Without limiting any other rights or remedies it may have, Move Technologies reserves the right to set off any amounts owed to it by the Partner against any amounts payable by it to the Partner including any Commission Fees.

 

4.        Review of Products & Prices

4.1      The Partner may propose a variation to any of the Products or Wholesale Prices at any time during the term of this agreement. It shall be at Move Technologies’ absolute discretion whether to accept such a proposal.

4.2      Any proposed variation to any of the Products or Wholesale Prices must be conceived, proposed and (if accepted by Move Technologies) implemented by the Partner independently, without discussion or coordination with any other Move Technologies Partner or any competitor of the Partner. The Partner must not coordinate its pricing, Products or commercial strategy with any other Move Technologies Partner or any competitor of the Partner, with or without the intent to manipulate the price that a Move Technologies Customer shall need to pay in order to access similar products or services on or off the platform.

 

5.        Commission

5.1      In respect of each Move Technologies Customer that cancels with Move Technologies and purchases a membership or any other product/service directly with the Partner, the Partner shall:

5.1.1     promptly notify Move Technologies; and 

5.1.2      pay Move Technologies a Commission Fee

5.2      The Partner shall pay to Move Technologies any outstanding Commission Fees incurred during the Billing Period within 30 days of the Invoice Deadline.

 

6.        Quality of Services

6.1      The Partner warrants to Move Technologies that:

6.1.1      where the Products in question are services, the Partner shall act with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services;

6.1.2      where the Products in question are goods, the Partner shall ensure that they are of satisfactory quality and fit for purpose; and

6.1.3      the Products shall conform with all descriptions and specifications listed on the Website or otherwise provided to Move Technologies Customers by the Partner.

6.2      The Partner agrees and consents to Move Technologies (or any person acting on Move Technologies’ behalf) attending any premises of the Partner for the purpose of inspecting the quality of the Products.

 

7.        Partner Obligations

7.1      Where the Partner is using Shared Space the Partner shall ensure that they direct all their customers to make the purchase and booking of the Product, and any other product or service offered in the Share Space, through the Website via Validation.

7.2      The Partner acknowledges that Move Technologies shall be entitled to monitor the number of attendees at the delivery of a Product to verify compliance with this clause

7.3      The Partner shall:

7.3.1      cooperate with Move Technologies in all matters relating to the Products;

7.3.2      promote the Website and the Move Technologies mobile application on the Partner’s social media accounts and in e-marketing acting reasonably on a regular basis;

7.3.3      prepare its premises for the supply of the Products;

7.3.4      comply with all applicable laws, including health and safety laws;

7.3.5      ensure that all Personnel have the necessary skill and expertise to provide the Products;

7.3.6      have in effect and will maintain, with a reputable insurance provider in the local territory, in effect during the continuance of this agreement professional indemnity insurance and public liability insurance, each with total cover for each and every claim of not less than the amounts stated per territory in the table below and will not do or omit to do anything whereby such insurances may be vitiated in whole or in part

Territory

Total Cover Amount (include currency)

United Kingdom

£2,000,000 (GBP)



7.3.7      on Move Technologies’ request, produce a valid insurance certificate for the current year's premium to demonstrate compliance with clause 7.3.5;

7.3.8      publish the Move Technologies logo on its website and, where possible, display at its premises the Move Technologies branded promotional materials provided to the Partner in their joining pack;

7.3.9      ensure that a copy of its latest terms and conditions of sale are clearly displayed at the Partner's premises and readily available when requested by either Move Technologies or a Move Technologies Customer; and

7.3.10      report any Duplicate Move Technologies Customer Account to Move Technologies' service team via email within 48 hours of identifying it (the Partner understands that Move Technologies is not liable to cover the cost of duplicate accounts or any losses suffered by the Partner arising from a duplicate account).

7.4      Where the Partner has used a Shared Space, the Partner shall also:

7.4.1      comply with any rules, regulations and restrictions notified to it in respect of the Shared Space and Communal Areas;

7.4.2      ensure that it complies with any COVID-19 restrictions and rules regarding use of the Shared Space and Communal Areas for the delivery of the Product;

7.4.3      keep the Shared Space and Communal Areas a safe, clean environment in compliance with health and safety rules and regulations;

7.4.4      If required by Move Technologies engage and pay for a facilities manager from Move Technologies’ preferred supplier list located in the Partner Pages to ensure the cleanliness of the Shared Space and Communal Areas following the delivery of a Product.

 

8.        Intellectual Property

8.1      The Partner and its licensors shall retain ownership of all Intellectual Property Rights in its Materials

8.2      The Partner grants to Move Technologies a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Materials during the term of this agreement for the purpose of promoting the business, location and the Products in all forms of media including Coupon website, Google (AdWords, Places etc), local and national media and email campaigns.

8.3      The Partner warrants that the receipt and use of Materials by Move Technologies shall not infringe the rights, including any Intellectual Property Rights, of any third party.

 

9.        Processing Personal Data

9.1     Both the Partner and Move Technologies shall be Data Controllers in respect of any Personal Data shared between the parties under this agreement (the "Shared Personal Data").

9.2      The Partner shall only process the Shared Personal Data for the purpose of:

9.2.1      providing the Products to Move Technologies Customers;

9.2.2      complying with the Partner's obligations under the Data Protection Legislation; and

9.2.3      complying with the Partner's legal obligations.

9.3      Both parties agree that the details of processing set out in this clause 9.3 are an accurate statement of each parties responsibilities as a joint Data Controller of the Shared Personal Data for the provision of the Products to Move Technologies Customers.

9.3.1      Purpose and Duration - The Shared Personal Data is processed by the Partner for the provision of the Products to Move Technologies Customers pursuant to this agreement. Shared Personal Data shall be processed by the Partner for the duration of this agreement and may be retained by the Partner for a period of 6 months after this agreement has been terminated.

9.3.2      Categories of Data - Personal Data of Move Technologies Customers provided by either party to the other party in order to provide the Products to the Move Technologies Customers. In relation to some Products this could include Special Category Data.

9.3.3      Data Subjects - Shall include any individual identified in any documents or information provided by one party to the other in conjunction with the provision of the Products.

9.4      The parties shall ensure that any Shared Personal Data is collected and processed in accordance with the Data Protection Legislation.

9.5      The disclosing party shall ensure that it is entitled to share the Shared Personal Data with the receiving party for the purposes of providing the Products, and that the disclosing party has complied with its responsibilities under the Data Protection Legislation to enable the receiving party to process the Shared Personal Data for the purpose of providing the Products;

9.6      Each party shall be separately responsible for compliance with its obligations under the Data Protection Legislation, in its capacity as Data Controller, in respect of:

9.6.1      the security of the Personal Data when it is under its control,

9.6.2      any transfers of the Personal Data outside the EEA for which that party is responsible,

9.6.3      any requests received from individuals in respect of their rights under the Data Protection Legislation exercised in respect of the Personal Data in that party's possession and/or control.

9.7      Neither party shall, by its acts or omissions, cause the other party to breach its respective obligations under the Data Protection Legislation.

 

10.        Indemnity

10.1      The Partner/Venue Partner shall indemnify and hold Move Technologies and any of its employees or officers harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, Move Technologies or any of its employees or officers as a result of or in connection with:

10.1.1      any alleged or actual infringement, of any third party's Intellectual Property Rights or other rights arising out of the promotion or the use or supply of the Products or Materials;

10.1.2      any breach of the Data Protection Legislation or the Partner's obligations under clause 9 of this agreement;

10.1.3      any liability, loss, damage, injury, cost or expense sustained by a Move Technologies Customer or any third party as a result of the supply or use of the Products or any other goods or services supplied by the Partner whether or not as a result of the Partner’s negligence;

10.1.4      in the case of the Venue Partner, any breach of the warranties set out in clause 14.4;

10.1.5      any refund which Move Technologies at its discretion (to be exercised reasonably) grants to a Move Technologies Customer as a result of any failure by the Partner to perform any of its obligations pursuant to a contract for the sale of Products to the Move Technologies Customer.

10.2      The provisions of this clause 10 shall survive termination of this agreement, however arising.

 

11.        Limitation of Liability

11.1      Nothing in this agreement shall limit or exclude Move Technologies’ liability for:

11.1.1      death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

11.1.2      fraud or fraudulent misrepresentation.

11.2      Subject to clause 11.1, Move Technologies shall under no circumstances whatever be liable to the Partner/Venue Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

11.2.1      any loss of profit

11.2.2      any indirect loss; or

11.2.3      any consequential loss arising under or in connection with this agreement.

11.3      Except as set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

11.4      Subject to clause 11.1, Move Technologies' total liability to the Partner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall in no circumstances exceed the lesser of a sum equal to 12 months' Partner revenue paid and payable from Move Technologies for the period of 12 months preceding the date on which the claim arose or the amount stated per territory in the table below:

Territory

Total Cover Amount (include currency)

United Kingdom

£1,000,000 (GBP)

 

12.        Confidentiality

12.1      Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party including the Wholesale Prices, except as permitted by Clause 12.2.

12.2      Each party may disclose the other party's confidential information:

12.2.1      to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 12; and

12.2.2      as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3      No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

 

13        Exclusivity and Restrictions

13.1      During the term of this agreement the Partner/Venue Partner shall not participate in or launch any other services or arrangements that are similar in form and substance to or competitive with those which you are agreeing to with Move Technologies pursuant to this agreement: including but not limited to a multi-venue service, variety package deal, alternative fitness partner subscription offerings and multi-partner package programs.

13.2      In order to protect the good faith basis that Move Technologies provides the services under this agreement, the Partner/Venue Partner agrees that it shall not:

13.2.1      during the term of and a period of [12] months following termination of this agreement:

(a)      entice away Move Technologies Customers from using the Website and Move Technologies mobile application to purchase and book their Product or any other product or services

(b)      to the extent applicable, contract directly with a Venue Partner for a Shared Space;

(c)      to the extent applicable, contract directly with an instructor Partner for a Shared Space;

13.2.2      during the term:

(a)      directly or indirectly solicit any sales for a Product offered through Move Technologies that would result in excluding Move Technologies from the sale;

(b)      take any direct or indirect purchases of the Products being offered on the Move Technologies mobile application or Website other than from Move Technologies.

13.3      If the Partner breaches clause 13, the Partner shall pay to Move Technologies as liquidated damages the sum per territory as set out in the table below. The parties confirm that these liquidated damages are reasonable and proportionate to protect Move Technologies’ legitimate interests in the Partner performing its obligations in good faith.

 

Territory

Liquidated Damages (include currency)

United Kingdom

£5,000 (GBP)




13.4      Each of the restrictions and damages and sub-clauses in this clause 13 is intended to be separate and severable. If any of the restrictions or damages shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective, to the extent permitted under the applicable laws.

 

14.        Move Village Programme

14.1      For a Venue Partner that is making Shared Space(s) available as part of the Move Village Programme, the following additional terms in this clause shall apply.

14.2      Where a Venue Partner is providing a Shared Space, the Venue Partner shall also:

14.2.1      have in effect and will maintain in effect, with a reputable insurance provider in the local territory, during the continuance of this agreement public liability insurance with total cover of not less than the amount per territory listed in the table below, for each and every claim and will not do or omit to do anything whereby such insurances may be vitiated in whole or in part;

 

Territory

Total Cover Amount (include currency)

United Kingdom

£2,000,000 (GBP)




14.2.2      on Move Technologies’ request, produce a valid insurance certificate for the current year's premium to demonstrate compliance with clause 14.2.1;

14.2.3      supply any reasonable rules, regulations and restrictions that are applicable in respect of the Shared Space and Communal Areas to Move Technologies for sharing with other Partners who may use the Shared Space;

14.2.4      ensure that the Shared Space and Communal Areas comply with any COVID-19 restrictions and rules;

14.2.5      keep the Shared Space and Communal Areas a safe, clean environment in compliance with health and safety rules and regulations and free from any equipment or items that could restrict a Partner from delivering their Products during the Booking Period (and such other reasonable time before and after the Booking Period as is reasonably necessary);

14.2.6      If required by Move Technologies engage and pay for a facilities manager from Move Technologies’ preferred supplier list located in the Partner Pages] to ensure the cleanliness of the Shared Space and Communal Areas

14.2.7      if requested provide evidence to the satisfaction of Move Technologies that the Venue Partner has the right to part with or share the occupation of the relevant Shared Space with the relevant Partner on the terms set out in clause 14.2.8 and more generally pursuant to this agreement.

14.2.8      install and display Move Technologies brand and promotional signage/AV equipment in your Venue entrance (internal and external) and in the Shared Space as specified in your Partner Pages.
 

14.2.9      Pursuant to this agreement, the Venue Partner permits the Property Management Partner to use the Shared Space and Communal Areas for the term of this agreement to facilitate the delivery of the Products by the Partners. The Venue Partner agrees that each Partner and all others authorised by Move Technologies/Property Management Partner may use the Shared Space and Communal Areas during the Booking Period (and such other reasonable time before and after the Booking Period as is reasonably necessary) to deliver the relevant Products (incorporating such branding/signage/logo as Move Technologies shall prescribe) and to gain access and egress through the Communal Areas to and from the Shared Space

14.3      The Venue Partner warrants that, at the time of entering into this agreement and at all times that the Venue Partner makes Shared Spaces available as part of the Move Village Programme:

14.3.1      the Venue Partner is legally able to make the Shared Spaces available and enter into the agreement and is not doing so on behalf of any third party;

14.3.2      any Shared Space is suitable for use for the purposes of exercise activities;

14.3.3      the proposed use of the Shared Space for the purposes under this agreement is lawful and there are no restrictions preventing such anticipated use; and

14.3.4      the Venue Partner has all licences, permits, notices or authorisations to use, or permit the Shared Space to be used for the purposes of exercise activities as part of the Move Village Programme.

14.4      The Partner agrees with the Venue Partner and separately with Move Technologies/Property Management Partner as follows:

14.4.1      not to use the Shared Space other than for the delivery of the Products;

14.4.2      to keep the Shared Space clean and tidy and clear of rubbish and to leave the Shared Space in a clean and tidy condition and free of the Partner’s furniture, equipment, goods and chattels at the end of the Booking Period;

14.4.3      to deliver the Product in a manner consistent with the corporate style or image of Move Technologies (and displaying such branding/logos/directional signs/notices/promotional posters as Move Technologies/Property Management Partner shall prescribe from time to time);

14.4.4      not to make any alteration or addition to the Shared Space not to share occupation of the whole or any part of the Shared Space nor to permit the whole or any part of the Shared Space to be occupied by any person other than the Partner and the relevant Move Technologies Customers;

14.4.5      not to obstruct the Communal Areas, or make them dirty or untidy, or leave any rubbish on them;

14.4.6      not to display any signs or notices at the Shared Space save for Move Technologies signs permitted by this agreement;

14.4.7      not to do anything on or in relation to the Shared Space that would or might cause the Venue Partner to be in breach of any tenant covenants, obligations, conditions, and other matters contained, mentioned or referred to in any leasehold reversion to the Shared Space;

14.4.8      not to do or permit anything to be done on the Shared Space or the Communal Areas which is illegal or may cause any nuisance, damage, disturbance, annoyance, inconvenience or interference to Move Technologies/Property Management Partner or to the Venue Partner, or user of any adjoining or neighbouring property;

14.4.9      Not to do anything that will or might constitute a breach of any Consents affecting the Shared Space or that will or might wholly or partly vitiate any insurance effected in respect of the Shared Space from time to time; and

14.4.10      To indemnify the Venue Partner and Move Technologies/Property Management Partner, and keep them indemnified, against all losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability arising in any way from this agreement, any breach of any of the Partner’s undertakings contained in this clause 14.3, or the exercise or purported exercise of the permission contained in clause 14.2.8.

14.4.11      The Partner warrants that it owns or has all necessary permissions, consents, licences, certificates, authorisations and approvals (whether of a public or private nature) to use all content which is displayed at the Shared Space during the Booking Period. The Partner shall, at the written request of Move Technologies/Property Management Partner, provide satisfactory evidence of compliance with this obligation.

14.4.12      Move Technologies has the right to require the Partner to remove or take down any item(s) or content which (in its opinion) is unsuitable or offensive.

14.4.13      Neither Move Technologies nor the Property Management Partner give any warranty at all in connection with this agreement, including without limitation as to whether the Shared Space is legally or physically capable of being used for the delivery of the Products and neither Move Technologies nor the Property Management Partner is to be liable for the death of, or injury to, the Partner, or for damage to any property of theirs, or for any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by them in the exercise or purported exercise of the rights granted by clause 14.2.8 provided that nothing in this clause 2.3.13 shall operate so as to exclude or limit liability for fraud.

 

15.        Termination

15.1      The Partner or Move Technologies can remove a Product that is no longer available from the Website on no less than 30 days' written notice to the other party.

15.2      Move Technologies/Property Management Partner may terminate this agreement:

15.2.1      with a Venue Partner immediately following service of written notice (including email) given by Move Technologies/Property Management Partner to the Venue Partner; and

15.2.2      with a Partner

(a)      immediately following service of written notice (including email) given by Move Technologies/Property Management Partner in respect of the use of each Shared Space if a Partner does not sell the Products in sufficient volume to cover 150% of the Rent value:

(b)      immediately (including by email) following service of written notice given by the Venue Partner to Move Technologies/Property Management Partner to terminate the use by Move Technologies/Property Management Partner of the Shared Space or Communal Areas or preventing access or egress therefrom due to enforcement of a breach of covenant of the terms of any superior lease or licence by a superior party in respect of the use of the Shared Space pursuant to this agreement

15.3       The Partner or Move Technologies/Property Management Partner may terminate this agreement for any reason by giving not less than 7 days' written termination notice to expire not less than 30 days prior to the agreement Renewal Date as displayed in the Partner Pages.

15.4      As a Venue Partner or a Partner you agree not to inform Move Technologies Customers of the decision to terminate the agreement, either verbally or in writing, unless explicitly agreed in writing to do so, in advance of the Termination Date by Move Technologies.

15.5      For Products sold in advance to Move Technologies Customers the Partner agrees that for a period of 6 months following the Termination Date it shall honour any purchase of the Products by a Move Technologies Customer in accordance with the terms of this agreement.

15.6      Move Technologies agrees to pay the Wholesale Price to the Partner in respect of any sales made by the Partner pursuant to clause 2, in accordance with the other terms of this agreement.

15.7      Without prejudice to any other rights or remedies which Move Technologies may have, it may terminate this agreement immediately on giving written notice to the Partner if:

15.7.1      the Partner is found to have deliberately or recklessly made a false or inaccurate Validation;

15.7 2      the Partner is in breach of any obligation under clause 4 (Review of Product and Prices) of this agreement;

15.7.3      the Partner is in breach of any obligation under clause 13 (Restriction) or 14 (Move Village Programme) of this agreement;

15.7.4      the Partner is in breach of its obligations under either clause 9 (Processing of Data) of this agreement, or the Data Protection Legislation;

15.7.5      the Partner commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of the Partner being notified of the breach;

15.7.6      the Partner suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

15.7.7      the Partner commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party;

15.7.8      a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Partner other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party;

15.7.9      an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the Partner;

15.7.10      a floating charge holder over the assets of the Partner has become entitled to appoint, or has appointed, an administrative receiver;

15.7.11      a person becomes entitled to appoint a receiver over the assets of the Partner, or a receiver is appointed over the assets of the Partner;

15.7.12      a creditor or encumbrancer of the Partner attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

15.7.13      any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.7.5 to clause 15.7.11 (inclusive);

15.7.14      the Partner suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

15.7.15      there is a change of control of the Partner (as defined in section 574 of the Capital Allowances Act 2001).

15.8      On termination of this agreement (however arising) the accrued rights and liabilities of the parties as at termination, and clauses 9, 10, 11, 12, 14 and [26] shall survive and continue in full force and effect.

 

16.        Variation

16.1      Move Technologies reserves the right to vary this agreement following the giving of 60 days’ written notice to the Partner (the "Variation Notice Period”). In the event of such a variation, the Partner shall be deemed to have accepted any and all variations unless it notifies Move Technologies to the contrary within the Variation Notice Period.

 

17.        Sales Tax

17.1      All sums payable under this agreement are exclusive of sales tax (VAT or GST as appropriate), and the paying party shall in addition pay an amount equal to any sales tax chargeable on those sums on delivery of a sales tax invoice.

 

18.        Waiver

18.1      Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.

18.2      No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that right or remedy.

 

19.        Severance

19.1      If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.

 

20.        Entire Agreement

20.1      This agreement and the information contained within the Partner Pages (and where relevant marked as “approved” by Move Technologies) together constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.

20.2      Each party acknowledges that, in entering into this agreement, it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

20.3      Each party agrees that its only remedies in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.

20.4      Nothing in this clause shall limit or exclude any liability for fraud.

 

21.        Assignment

21.1      The Partner shall not, without the prior written consent of Move Technologies, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under this agreement.

21.2      Move Technologies may at any time, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under this agreement.

 

22.        No Partnership or Agency or Reseller

22.1      Products are sold directly to the Move Technologies Customer by the Partner. Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other party in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22.2      Each party confirms it is acting on its own behalf and not for the benefit of another person.

 

23.        Rights of Third Parties

23.1      No one other than Property Management Partner or a party to this agreement and their permitted assignees shall have any right to enforce any of its terms.

 

24.        Notices

24.1      Save for Validations, a notice or other communication given to a party under or in connection with this agreement:

24.1.1      shall be in writing in English (or accompanied by a properly prepared translation into English);

24.1.2      shall be signed by or on behalf of the party giving it; and

24.1.3      shall be sent to:

24.2      In respect of Move Technologies: the email address specified in the Contact Us page of the Website from time to time;

24.3      In respect of the Partner: the email address specified in the My Account page of the Website from time to time.

24.4      In respect of the Venue Partner: the email address specified to Move Technologies upon the completion of this Agreement

24.5      The provisions of this clause 24 shall not apply to the service of any process in any legal action or proceedings.

 

25.        Dispute Resolution

25.1      If any dispute arises in connection with this agreement, the Partner and Move Technologies shall, within 21 days of a written request from one party to the other, attempt in good faith to resolve the dispute via the telephone.

 

26.        Governing Law and Jurisdiction

26.1 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales if the Partner's business is located in the UK

26.2 This agreement has been entered into by the Partner/Venue Partner online as logged in Move Technologies system