1. Parties, structure and scope
This Partner and Franchise Agreement is concluded between {{LEGAL_ENTITY}}, registered at {{LEGAL_ADDRESS}} ("SparqX"), and the business identified in the commercial annex (the "Partner"). The SparqX network is organised as a hierarchy: the network operator, distributors holding a wider territory, franchisees operating within a territory, and the individual stations attached to them. The commercial annex states the level at which the Partner is admitted, the party to which it reports in that hierarchy, and whether it may itself admit sub-partners. Where the Partner reports to a distributor rather than to SparqX directly, that distributor exercises the rights of SparqX under this agreement in respect of the Partner, and SparqX remains the operator of the platform. This agreement consists of these terms, the commercial annex, the Data Processing Agreement, the SparqX brand and operations manual as updated from time to time, and any territory schedule signed by both parties. In the event of conflict, a signed territory schedule prevails over the commercial annex, which prevails over these terms and over the manual, save that the Data Processing Agreement prevails on data protection matters. The Partner enters into this agreement as an independent business, on its own account and at its own risk, and warrants that it is duly registered, holds the permits required to operate in its territory, and is not acting as a consumer.
2. Territory
SparqX appoints the Partner to place, operate and service SparqX stations within the territory described in the commercial annex. The territory may be defined by country, region, city, district or by a named list of venues, and may be adjusted by written agreement of the parties. Whether the appointment is exclusive, semi-exclusive or non-exclusive within the territory is stated in the commercial annex. In the absence of an express grant of exclusivity, the appointment is non-exclusive and SparqX may itself operate, or appoint others to operate, within the same territory. Where exclusivity is granted, it is conditional on the Partner meeting the performance conditions stated in the commercial annex; failure to meet them entitles SparqX to convert the appointment to non-exclusive on written notice, without terminating this agreement. The Partner shall not place, operate or market SparqX stations outside its territory, nor solicit venues located in another partner's exclusive territory, without prior written agreement. Where an end user picks up a powerbank in one territory and returns it in another, attribution of the transaction between the territories is determined by the network attribution rules set out in the commercial annex and applied consistently across the network. The Partner shall not, during the term, operate, finance or hold a controlling interest in a competing powerbank sharing network within the territory. The scope and duration of any post-termination restriction is stated in the commercial annex and applies only to the extent permitted by applicable competition law.
3. Stations: purchase, ownership and supply
The Partner acquires stations and powerbanks from SparqX or from a supplier nominated by SparqX, on the commercial terms, minimum volumes, lead times and warranty terms stated in the commercial annex. No prices, volumes or discounts are stated in these terms. Title to equipment purchased by the Partner passes on full payment and, until then, the equipment remains the property of SparqX. Risk passes on delivery. Equipment supplied on loan, lease or consignment remains the property of SparqX throughout, is identified as such in the commercial annex, and is returned on termination in accordance with section 11. Regardless of who owns the hardware, the embedded software, firmware, station identifiers, the SparqX platform and all associated intellectual property remain the property of SparqX and are licensed, not sold. The Partner receives a non-exclusive, non-transferable licence to use them solely to operate stations within the network for the term of this agreement. The Partner shall not connect non-approved hardware or powerbanks to the network, shall not modify, reverse engineer or attempt to bypass station firmware or the platform, shall not resell, lease or transfer stations to a third party outside the network without the prior written consent of SparqX, and shall not operate SparqX equipment outside the SparqX platform. Each station must be registered in the SparqX back office, attached to the Partner's node in the hierarchy and to a venue under a valid Venue Agreement, before it is put into service. The Partner insures equipment it owns against loss, theft and damage, and maintains public liability insurance appropriate to its operations, with evidence provided on reasonable request.
4. Revenue split
Revenue from a completed and paid rental is divided between the levels of the network hierarchy above the station at which the rental originated. When a rental is paid, the platform walks up the ownership chain from the station to the network operator and records a revenue share entry for each level. The network operator receives the residual after the shares of the intermediate levels. The share applicable to the Partner is stated in the commercial annex. No percentages, rates or amounts are stated in these terms, and any figure appearing in documentation, presentations or correspondence is indicative only unless it appears in the signed commercial annex. The base of the split is the price of the rental service after any discount granted to the end user through a coupon or subscription, since such a discount is a reduction of the price itself. The means by which the end user funds the rental — card, stored balance or promotional bonus credit — does not reduce the Partner's share, because promotional credit is a marketing cost of the platform rather than a deduction from network revenue. Refunds, chargebacks and reversed transactions are deducted from the base in the period in which they occur. The rate applied to a rental is the rate in force at the moment that rental is paid for, recorded as a historical value on the entry. A subsequent change of rate applies only to rentals paid after the change and does not restate entries already recorded. SparqX may vary the rate applicable to future rentals only on the notice stated in the commercial annex; a material adverse variation entitles the Partner to terminate on the notice provided, without penalty. The sum of all shares recorded for a payment equals the price of the service for that payment; the network operator's share is the balancing figure.
5. Payouts and settlement
Accrued revenue shares are aggregated per Partner and released as payouts. The settlement cycle, the minimum threshold that must be reached before a payout is released, the payment method, the currency and the invoicing arrangement are stated in the commercial annex. No thresholds, cycles or amounts are stated in these terms. Where a threshold applies, amounts below it carry forward to the next cycle and remain payable. Payouts are made in the currency of the country in which the Partner's stations operate; the network does not perform cross-currency settlement unless the commercial annex expressly provides for it. Bank charges and currency conversion costs are allocated as stated in the commercial annex. Statements of accrued shares, recorded rates and released payouts are available to the Partner in the SparqX back office and constitute the agreed record between the parties. The Partner may query a statement within the period stated in the commercial annex; the parties shall resolve queries in good faith, and any error is corrected in the next cycle. Payouts already released and accepted are final after the query period except in the case of manifest error or fraud. SparqX may withhold or set off against a payout: sums owed by the Partner under this agreement, including for equipment, fees and indemnities; amounts subject to a refund, chargeback or fraud investigation; and amounts that cannot lawfully be paid pending completion of identity, tax or sanctions checks. Withholding is notified with reasons and released once the reason ceases. Amounts are stated exclusive of VAT, which is added and invoiced where applicable. Each party is responsible for its own taxes, social contributions and statutory filings on its own income, and provides the other with the tax information and valid tax identifiers required for lawful settlement.
6. Partner operating obligations
The Partner operates its stations to the standards set out in the SparqX operations manual, and in particular shall: install stations only at venues covered by a signed venue agreement on SparqX standard terms; keep stations powered, connected, stocked with charged powerbanks and free of faults; monitor station status in the back office and respond to alerts within the response times stated in the commercial annex; carry out routine cleaning, inspection and preventive maintenance; replace faulty, swollen, damaged or end-of-life powerbanks promptly and remove them from circulation; apply firmware and software updates issued by SparqX without undue delay; and maintain a level of spare stock sufficient to sustain service in the territory. The Partner shall provide first-line support to venues in its territory, escalate end-user matters to the SparqX support channel rather than handling them independently, and shall not take payment from end users, vary the published tariff, grant unauthorised discounts, or issue refunds outside the platform. The Partner shall handle, store, transport and dispose of lithium-ion powerbanks in accordance with applicable safety, transport and waste electrical and battery regulations, including WEEE and battery take-back obligations in its country, and shall keep the records those regulations require. Safety incidents, overheating, swelling, fire or injury involving SparqX equipment shall be reported to {{SUPPORT_EMAIL}} immediately and to {{LEGAL_EMAIL}} where a regulator, insurer or third-party claim is involved. The Partner shall keep complete and accurate operational and financial records relating to this agreement for the period required by applicable law, and shall allow SparqX, on reasonable prior written notice and no more than once in any twelve-month period except where a breach is suspected, to inspect those records and any station in the territory. The Partner shall grant SparqX access to any location where SparqX-owned equipment is held.
7. Brand and marketing requirements
SparqX grants the Partner a non-exclusive, non-transferable, revocable licence to use the SparqX name, logo and marketing materials within the territory for the sole purpose of operating and promoting SparqX stations under this agreement. The Partner shall use the brand only in the form and with the specifications set out in the brand manual, shall not alter, recolour, translate or combine the marks with other marks, and shall not register or attempt to register any confusingly similar sign, company name, domain name, application name or social media handle in any jurisdiction. Any such registration made in breach of this section shall be transferred to SparqX at the Partner's cost on request. The Partner shall not operate a website, application, storefront or social media account presenting itself as SparqX or as the operator of the network, shall not publish press releases or make public statements about SparqX, its investors, its roadmap or its performance without prior written approval, and shall not respond to media enquiries about the network. Local marketing materials produced by the Partner require prior written approval, which shall not be unreasonably withheld or delayed. The Partner shall present itself accurately as an independent business operating SparqX stations under licence, in all contracts, invoices, correspondence and premises signage. All goodwill arising from use of the marks accrues to SparqX. The licence terminates automatically on termination of this agreement, and the Partner shall then cease all use of the brand and remove or return branded materials.
8. Compliance, anti-corruption and sanctions
The Partner shall comply with all laws applicable to its business and to the operation of the stations, including consumer protection, product safety, electrical and battery regulation, waste and recycling obligations, competition law, tax law, employment law, anti-money-laundering law and data protection law. The Partner shall obtain and maintain at its own cost all licences, permits and registrations required in its territory. The Partner shall not offer, promise, give, request or accept any bribe, kickback, facilitation payment or other improper advantage, whether directly or through a third party, and shall maintain adequate procedures to prevent bribery and corruption in its business, in compliance with applicable anti-corruption law. The Partner represents and warrants that neither it, nor its owners, directors, officers, beneficial owners or any person it engages under this agreement, is designated on, owned or controlled by a person designated on, or acting on behalf of a person designated on, any sanctions list maintained by the European Union, the United Nations Security Council, the United Kingdom, the United States Office of Foreign Assets Control, or any other authority whose measures apply to either party. The Partner shall not use, transfer, re-export or make available SparqX equipment, software or funds, directly or indirectly, to or for the benefit of any such person, or in or for the benefit of any comprehensively sanctioned territory, or in any manner that would cause either party to breach applicable sanctions or export control law. The Partner shall notify SparqX at {{LEGAL_EMAIL}} without undue delay if any of these representations ceases to be accurate, if it becomes the subject of a regulatory investigation relating to this agreement, or if there is a change in its ownership or control. SparqX may suspend performance, withhold payouts and terminate this agreement with immediate effect where a breach of this section occurs or is reasonably suspected, and no such suspension or termination gives rise to a claim for compensation. The Partner shall complete the identity, ownership, tax and sanctions verification requested by SparqX before onboarding and on subsequent request, and shall keep the information current.
9. Data protection and confidentiality
The processing of personal data under this agreement is governed by the Data Processing Agreement, which forms part of this agreement. The Partner accesses end-user data only through the SparqX back office, only to the extent its role in the hierarchy permits, and only for the purpose of performing this agreement. The Partner shall not export, copy, retain, market to or otherwise use the SparqX end-user base for its own purposes, whether during the term or after it. Each party shall keep confidential all non-public information disclosed by the other in connection with this agreement, including the commercial annex and its rates, network revenue and payout data, station performance, the operations manual, technical specifications, roadmaps and any investor or financial information. Disclosure is permitted only to employees, professional advisers and sub-partners who need the information to perform this agreement and are bound by equivalent obligations. The obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a competent authority, in which case the disclosing party is notified in advance where lawful and practicable. Confidentiality survives for three years after termination, and indefinitely for trade secrets. The Partner shall not solicit for employment the employees of SparqX or of another partner in the network for the period stated in the commercial annex, to the extent such a restriction is enforceable under applicable law. General recruitment advertising not targeted at those individuals is not a breach.
10. Warranties, liability and indemnities
SparqX warrants that it has the right to grant the licences in this agreement, that the equipment it supplies complies with applicable EU product safety, electrical and battery regulation, and that it will operate the platform with reasonable skill and care. SparqX does not warrant uninterrupted or error-free operation of the platform, and may perform scheduled maintenance and updates on reasonable notice. The Partner warrants that it will perform this agreement with reasonable skill and care, in accordance with the operations manual and applicable law, and that the information it provides for onboarding, tax and settlement purposes is accurate and current. Each party indemnifies the other against third-party claims, fines and reasonable legal costs arising from its own breach of this agreement, its negligence or wilful misconduct, or its breach of section 8. SparqX indemnifies the Partner against claims that the SparqX brand or platform infringes a third party's intellectual property rights, provided the Partner used them in accordance with this agreement and notifies SparqX promptly. Neither party is liable for indirect or consequential loss, loss of profit, loss of business, loss of anticipated revenue or loss of goodwill. Each party's aggregate liability under this agreement is capped at the amount stated in the commercial annex. Nothing in this section limits liability for death or personal injury caused by negligence, for fraud, for wilful misconduct, for breach of section 8, or for any liability that cannot lawfully be limited. Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, provided it notifies the other and resumes performance as soon as reasonably possible. SparqX gives no representation, warranty or forecast as to the revenue, profitability or return the Partner will achieve; any figure shown in a model or projection is illustrative and not a guarantee, and the Partner confirms it has made its own assessment of the commercial risk.
11. Term, renewal and termination
This agreement begins on the effective date stated in the commercial annex and continues for the initial term stated there. It renews automatically for successive periods of the same length unless either party gives notice not to renew within the notice period stated in the commercial annex. Renewal may be made conditional in the commercial annex on the Partner meeting stated performance conditions, on completion of updated compliance checks, and on acceptance of the version of these standard terms and the operations manual then in force. SparqX may update these standard terms and the operations manual on reasonable prior written notice. If the Partner reasonably objects to a material adverse change within that notice period and the parties cannot agree an alternative, the Partner may terminate this agreement on the notice provided, without penalty, and settlement is carried out under section 12. Either party may terminate this agreement on the written notice period stated in the commercial annex, without stating a reason. Either party may terminate with immediate effect on written notice if the other: commits a material breach that is not remedied within 30 days of written notice specifying the breach; commits a material breach incapable of remedy; becomes insolvent, enters administration, liquidation or an equivalent procedure, or ceases to carry on business; or undergoes a change of control not approved under section 12. SparqX may in addition terminate or suspend with immediate effect where: section 8 is breached or a breach is reasonably suspected; the Partner's conduct creates a serious safety, legal or reputational risk to the network; the Partner tampers with the platform, misreports transactions or attempts to divert rentals off-platform; or the Partner loses a licence or permit required to operate in its territory. Suspension may include disabling back-office access and withholding payouts pending investigation. On termination for any reason: the territory appointment and all licences, including the brand licence, end immediately; back-office access is revoked; the Partner ceases all use of the SparqX brand and removes or returns branded materials; the Partner returns all equipment owned by SparqX, together with all confidential materials, within the period stated in the commercial annex; and the Partner assigns or otherwise deals with its venue agreements as directed by SparqX so that service to venues and end users continues without interruption, cooperating in good faith with any transition to SparqX or to a successor partner. Where the Partner owns stations at termination, the commercial annex governs whether SparqX or its nominee has an option to purchase them, the basis of valuation and the transfer procedure. Until transfer or removal, the Partner keeps the equipment safe and does not operate it outside the network or connect it to any competing platform. Revenue shares accrued up to the effective date of termination remain payable in the ordinary settlement cycle, subject to set-off under section 5. Sections 3, 8, 9, 10, 11 and 12 survive termination.
12. Assignment, change of control and general provisions
The Partner may not assign, transfer, charge, sub-license or otherwise dispose of this agreement or any right or obligation under it, in whole or in part, without the prior written consent of SparqX. Consent may be refused where the proposed transferee does not meet the network's operating, financial or compliance standards, and may be made conditional on the transferee acceding to this agreement and completing verification under section 8. A change in the direct or indirect control or beneficial ownership of the Partner, or a sale of all or substantially all of its assets, is treated as an assignment and requires the same prior written consent. The Partner shall notify SparqX of any proposed change at {{LEGAL_EMAIL}} in advance. The Partner may appoint sub-partners within its territory only where the commercial annex expressly permits it, only on written terms that pass down the obligations in sections 3, 6, 7, 8, 9 and the Data Processing Agreement, and only with sub-partners approved by SparqX. The Partner remains fully responsible to SparqX for the acts and omissions of its sub-partners and for their share of the revenue split, which is settled within its own node of the hierarchy. SparqX may assign this agreement, or delegate its performance, to an affiliate or to a successor in a corporate reorganisation, merger or sale of business, on notice to the Partner, provided the assignee assumes its obligations. The Partner is an independent business. Nothing in this agreement creates a partnership, joint venture, employment relationship or agency between the parties, and neither party may bind the other or hold itself out as able to do so. The Partner is solely responsible for its own staff, premises, vehicles, equipment, taxes and statutory obligations. This agreement, together with the commercial annex, the Data Processing Agreement, the operations manual and any territory schedule, constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions, models, projections and understandings. Amendments and waivers must be in writing and signed, subject to the term and renewal provisions of section 11. Failure to enforce a provision is not a waiver of it. If any provision is held invalid or unenforceable, the remainder continues in force and the parties shall replace it with a valid provision of equivalent commercial effect. Notices are given in writing and take effect on receipt. This agreement is governed by {{JURISDICTION}}, and the parties submit to the courts identified there, without prejudice to any mandatory rule of the law of the Partner's country of establishment. Before commencing proceedings the parties shall attempt in good faith to resolve the dispute through escalation to senior management for a period of 30 days. Contractual notices and compliance matters: {{LEGAL_EMAIL}}. Operational and station support: {{SUPPORT_EMAIL}}. Data protection matters: {{PRIVACY_EMAIL}}. Registered address: {{LEGAL_ADDRESS}}.