partner terms

Experience Something Different Partner Terms & Conditions

Between

(1) The Good Lab Ltd (t/a Experience Something Different) a company incorporated in England and Wales with registered number 10004643 whose registered address is Unit 323, Metal Box Factory, Great Guildford Street, London, SE1 0HS (the Agent).

(2) The Partner

Meanings

  1. These words and phrases have defined meanings:

Agreement

this document including any amendments;

 Effective Date

 the agreed date on which the agreement comes into force

Confidential Information

all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party's a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; b) operations, processes, product information, know-how, designs, trade secrets or software; and c) any information developed under this Agreement;

Commercial Agents Regulations

The Commercial Agents (Council Directive) Regulations 1993;

Intellectual Property

any patent, copyright, registered design, unregistered design right, trade mark or other industrial or intellectual property owned or used by the Partner in the Territory and any current applications for any patent, design or trade mark;

Net Price

the price for the Products actually charged to the customer, excluding any (i) value added or other sales tax and (ii) transport, insurance charges and rebates, included in the price;

Products

the Products described in Schedule 1 of this Agreement and any other Products which the Partner allows the Agent to sell under this Agreement;

Quarter

each period of three calendar months ending on March 31, June 30, September 30 or December 31;

Territory

the United Kingdom

Working Day

any day other than a Saturday, Sunday or public holiday in the United Kingdom;

Year

the period of 12 months from the Effective Date and each consecutive period of 12 months for the period of this Agreement.

Agent Services

means the benefits and services a Partner may receive from The Agent in return for paying the Commission.

Commission

means the commission, payable by the Partner to The Agent (based on a percentage of the total value of an Order). 

Customer

means any person who purchases or receives the Partner Services. 

Partner Services

means the products/experiences or other goods and services which the Partner is in the business of providing and supplying to Customers and which are marketed to the public by the Partner through use of the Agent Services. 

Website

means the website at experience-something-different.org and any other domain owned by the business

Order

means any order by a Customer for any of the Partner Services, made via the Agent Website e-mail or other channels

Voucher

means a uniquely coded voucher purchased from the Agent that can be redeemed in exchange for Partner services from the Partner

  1. Unless the context requires a different interpretation:
  • all singular words include plural ones and vice versa;
  • all references to paragraph, sub-paragraphs, schedules or appendices are to the ones in the Agreement;
  • all references to a person includes firms, companies, government entities, trusts and partnerships;
  • the term 'including' does not exclude anything not listed;
  • all references to statutory provisions include any changes to those provisions;
  • no headings or sub-headings form part of the Agreement.

            Basis of appointment

            1. The Partner provides The Agent with experiences, as described in Schedule 1 "Product specification", for sale to third parties. The Agent acts as a non-exclusive agent to sell the Products in the Territory on the terms of this Agreement. The Partner is aware that The Agent only acts as an intermediary. In the case of the service provided by The Agent, The Partner and redeemers of the voucher (customers) become direct contract partners.
            2. In consideration of payment by the Partner of the Commission and the Partner performing all its other obligations herein and subject to the terms and conditions of this Agreement, The Agent shall provide the applicable Agent Services to the Partner.
            3. In respect of all Orders, whether or not The Agent processes payments on behalf of the Partner, The Agent shall act as agent at law for the Partner and nothing herein shall prevent or limit the Partner from remaining fully responsible and liable for their provision and supply of Products, as described in Schedule1 to Customers. 
            4. The Agent may in its sole discretion, change the rate of Commission at anytime on 30 days’ notice to the Partner by specific notice. If the Partner, as a result of a Pricing Change Notice wishes to change the Agent Services it receives, it must provide written notice to The Agent within 14 days.

            Duration of Agreement

            1. The Agreement commences on the Effective Date and continues until either party serves a notice to end it as permitted under the Agreement.

            The Partner's obligations

            1. The Partner must:
            • act dutifully and in good faith in its relations with the Agent;
            • where appropriate, inform the Agent within a reasonable time of any problems about being able to meets its obligations under any contract concluded by the Agent;
            • deal with any complaint, dispute or after-sales enquiry relating to the Products raised by a customer
            • pay all applicable Charges and to accept all Orders and process and supply the Partner Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement. 
            • accept all Orders and may only decline to accept the same if they have no availability on the date requested.
            • provide The Agent with accurate, full and truthful information about the Partner’s company and the Partner’s products/experiences. 
            • provide up to date information to The Agent via email with regards to it’s products/experiences, including but not limited to:
              • New dates and products/experiences that the Partner adds to it’s timetable;
              • Changes in price for products/experiences listed with the Agent;
              • Lack of capacity on “fully booked” products/experiences.

            Any failure to do so will be considered as a material breach of this Agreement.

            8.1 If the Agent receives a booking at a price originally provided by the Partner and the Partner has failed to update the Agent on any changes then the Agent is not liable to cover the difference in cost.

            8.2 If the Customer requests to reschedule and the Partner has availability in future experiences the Partner must accept the rescheduled booking.

            8.3 The Partner is responsible for ensuring that all Partner Content (especially details of and prices for the Partner Services) that provides to the Agent to publish on the website is accurate, correct and not misleading.  

            8.4 The Partner must supply the Partner Services at a price which is the best available rate offered directly in the Partner’s venue or through other public or widely available channels of the Partner and notify the Agent when applying any discounted prices to upcoming Partner services. If a Customer provides proof of a better price available elsewhere for Partner Services booked through use of the Agent Services, the Agent reserves the right to refund the Customer the difference and adjust the amount of any payments due to the Partner in connection with those Partner Services accordingly.

            8.5 The Partner, in particular, is responsible for setting out any terms and conditions that will apply to Customers once experiences are scheduled (including their cancellation and refund policy). Once the customer has a confirmed booking date with the Partner they are bound by The Partner’s terms and conditions regarding cancellations or changes.

            Agent's obligations

            1. The Agent must:
            • act conscientiously and in good faith, and follow all reasonable instructions to best promote and sell the Products and not allow its own interests to conflict with its duties to the Partner;
            • use its best endeavours to promote and sell the Products in the Territory with all due care and diligence. The Agent can negotiate and enter into contracts for the sale of the Products in the name of, and on behalf of, the Partner without prior reference to the Partner;

            9.1 The Agent must not actively market the Products or solicit any orders outside the Territory.

            9.2 Except as may be authorised by the Partner, the Agent shall not in any way incur any liabilities on behalf of the Partner or pledge the credit of the Partner.

            Vouchers

            1. The Agent offers Experience vouchers that can be redeemed against experience products provided by The Partner. Each voucher has a unique reference that must be quoted when dealing with The Agent & Partner. The customer is required to keep vouchers, till receipts and the associated references safely and securely. The Agent will take no responsibility for any loss that may be incurred as a result of voucher or receipt theft and impersonation or identity fraud and reserves the right to cancel vouchers or credit balances that they deem to have been obtained fraudulently.
            2. Refunds can be made on unused vouchers bought direct from The Agent within 14 days of delivery. Where dates have already been confirmed as booked with The Partner, refunds within 14 days are subject to The Partner’s cancellation policy
            3. Experience vouchers are valid for at least 9 months from date of purchase. The exact expiry date will be printed on the voucher or advised upon successful activation. Bookings with The Partner must be made before this expiry date or the voucher will no longer be valid. However, unless otherwise stated, the participation date for an experience can be later than this. Credit can be used until the expiry of the voucher and is non-refundable

             

            Sales and marketing

            13. The Agent must sell the Products at the Partner's list prices provided by the Partner and subject to any discounts or deductions the Partner allows. The Agent must issue invoices to customers in a form suitable for value added tax or other sales tax purposes

            14. The Partner must give the Agent reasonable notice of any changes in the prices of the Products or of its intention to extend the range or discontinue any Products.

            15. The Partner must, at its own cost, provide the Agent with information on advertising and promotion and any materials, information and support reasonably needed for the Agent to carry out its duties under this Agreement.

            Agent's commission and payment

            16. In consideration of the obligations undertaken by the Agent under this Agreement, the Partner will pay the Agent commission equal to 25% of the Net Price of all Products sold by the Agent on behalf of the Partner.

            17. All sums payable under this Agreement are exclusive of any value added tax or other applicable sales tax, which will be added to the sum in question. A VAT invoice must be provided against any payment.

            18. In order to meet its payment obligations and calculate the commission due, the Partner must within 14 days after the end of each month, send the Agent a valid VAT invoice showing the aggregate Net Price of Products less Commission provided by the Partner during that month.

            Compliance with laws, regulations and insurance

            19. The Partner warrants to the Agent that the Products will comply with any regulations in force in the Territory at the date of this Agreement.

            20. The Partner must maintain adequate product liability insurance for any Products which it supplies and shall indemnify and hold harmless the Agent against any costs, claims, expenses or losses incurred by the Agent, arising out of claims made by customers or third parties in connection with the Products sold, during the period of the Agreement, in the Territory.

            21. The Partner and its employees and representatives, must comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010.

            22. The Partner shall indemnify and hold harmless the Agent against any costs, claims, expenses or losses incurred by the Agent, as a result of the Partner, its employees or representatives, breaching any law or other regulation, in force during the period of the Agreement, in the Territory or acting in default of a term of the Agreement.

            Intellectual property

            23. The Agent acknowledges that the Intellectual Property in the Products and the Partner's business and goodwill are the Partner's property.

            24. The Partner agrees that it:

            • can only use the Intellectual Property for the purposes of, and during the term of, this Agreement, and only as authorised by the Agent. It must not do, or fail to do, or authorise anyone else to do, anything which could invalidate the Intellectual Property; and
            • must not use its own, or any other trademarks, trade names or get-up which resemble those of the Agent; nor alter, remove, or otherwise tamper with any trademarks, trade names or get-up which would be likely to confuse or mislead the public.

            25. The Partner must notify the Agent as soon as it becomes aware of any actual, threatened or suspected infringement of the Intellectual Property.

            26. The Partner must, at the request and expense of the Agent, take all steps during the period of this Agreement as the Agent reasonably requires to assist in maintaining and enforcing the Intellectual Property. This may include bringing or defending any court or other legal proceedings concerning Intellectual Property matters.

            Confidentiality

            27. Each party must at all times (i) keep confidential and not disclose to any person any Confidential information and (ii) only use such Confidential Information for the purposes of performing its obligations under this Agreement.

            28. A party may disclose Confidential Information to its employees, officers, sub-contractors, representatives or advisers (Permitted Disclosees) who need to know such information for the purposes of carrying out the party's obligations under this Agreement. The party disclosing Confidential Information on this basis shall ensure that the Permitted Disclosees comply with the provisions of this paragraph.

            Payment Terms

            29. In respect of Orders made on the Website – as the Customer prepays the full amount payable in relation to that Order – settlement by the Partner of the Commission due to The Agent will be made by way of retention by The Agent of the applicable amount prior to onward remittance to the Partner of the balance of the amount received from the Customer.

            30. Unless otherwise agreed in writing, onward remittance of amounts due to the Partner will be made on production of an invoice on the last day of the calendar month in which the experiences have taken place and payable by The Agent within 30 days.

            Refunds & Cancellations

            31. Refunds can be made on unused vouchers bought direct from The Agent within 14 days of delivery. Where dates have already been confirmed as booked with the Partner, refunds within 14 days are subject to their cancellation policy.

            1. Refunds are always made to the person who purchased the voucher, and if originally purchased by credit or debit card, the refund will be credited to the same card, or account.
            1. Once the customer has confirmed a booking date with the Partner they are bound by the Partner’s terms and conditions regarding cancellations or changes. It is not possible to change the booking unless the The Partner agrees to the change, however the Partner will make reasonable efforts to re-schedule where possible.
            1. Sometimes The Partner may need to cancel the experience Product delivery at short notice for reasons beyond their control, such as adverse weather conditions, illness or mechanical breakdowns. In the event of cancellation, The Agent is unable to reimburse travel, accommodation or any other expenses that may be incurred in relation to the cancelled experience.

            Termination

            35. Without prejudice to any rights and remedies under this Agreement or by statute, either party can terminate this Agreement by giving the following written notice to the other party:
            • one month for the first Year;
            • two months for the second Year;
            • three months for the third Year; and
            • three months if the agreement lasts longer than three Years.

            36. Either party can terminate this agreement if the other party commits a material breach of the Agreement and fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied.

            37. Either party can terminate this agreement by written notice to the other if:

            • that other party commits a material breach of the Agreement which is not capable of remedy; or
            • that other party is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due; or
            • where that other party is a company, a receiver is appointed, of any of the property or assets of that other party; or
            • that other party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
            • that other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation; or
            • there is a change of control of that other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or
            • that other party, being an individual, dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs; or
            • that other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

            38. The Agent can terminate this Agreement if the Partner stops producing or supplying the Products.

            39. Termination of this Agreement will not affect either party's accrued rights (including the rights of the Agent to be paid) as at the date of termination.

            Consequences of Termination

            40. Other than as set out in this Agreement, neither party will have any further obligation to the other under this Agreement upon termination.

            41. Unless Regulation 18 of the Commercial Agents Regulations applies, the Agent will have the right to be indemnified as provided in Regulation 17 of those Regulations. The Agent shall have no right to any compensation under those Regulations on termination of this agreement.

            42. On termination the Agent will stop:

            • promoting, marketing or selling the Products;
            • describing itself as an Agent of the Partner; and
            • using any trademarks, trade names and brand names of the Partner (including on stationery, premises and vehicles).

            43. The Partner must, at its own expense within 30 days, return to the Agent any advertising, promotional or sales material in its possession. The Partner must destroy any material as directed by the Agent.

            Circumstances beyond the control of the parties

            44. Neither party will be liable for any failure or delay in performing an obligation (including a delivery delay or failure) resulting from any cause beyond its reasonable control, but it must as soon as reasonably practicable notify any unaffected party who can then suspend or terminate the obligations of the Agreement on notice taking effect immediately on delivery.

            Entire agreement

            45. The Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place about the Agreement.

            General

            46. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party will have any right to enforce or rely on any provision of the Agreement.
            47. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
            48. Provisions which by their intent or terms are meant to survive the termination of the Agreement will do so.
            49. If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
            50. Unless specifically provided by the parties, nothing in the Agreement will establish any partnership or joint venture between any of the parties, or mean that any party becomes the agent of another third party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of any other third party.
            51. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, or sent by email to the other party's main business email address as notified to the sending Party. Notices:
            • sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
            • delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
            • sent by email will be deemed to have been received on the next Working Day after sending.

            Governing law and jurisdiction

            52. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.