1. Parties and scope
This Venue Agreement is concluded between {{LEGAL_ENTITY}}, registered at {{LEGAL_ADDRESS}} ("SparqX"), and the operator of the premises identified in the commercial annex (the "Venue"). Where a station is supplied and serviced by a SparqX franchisee or distributor rather than by SparqX directly, that party enters into this agreement in its own name on these terms, and references to SparqX are read accordingly. The agreement governs the placement and operation of one or more SparqX powerbank rental stations at the address or addresses listed in the commercial annex, and the commercial relationship between the parties in respect of them. It consists of these terms, the commercial annex, the Data Processing Agreement and any site schedule signed for an individual location. In the event of conflict, a signed site schedule prevails over the commercial annex, which prevails over these terms, save that the Data Processing Agreement prevails on data protection matters. The Venue confirms that it owns the premises or holds a lease or licence permitting it to host the equipment, and that hosting the station does not breach its lease, insurance policy, centre regulations or any other obligation binding on it.
2. Placement and power supply
SparqX supplies and installs the station at a location within the premises agreed by both parties. The agreed position is recorded in the site schedule. The station must remain visible and accessible to the Venue's customers during opening hours; it must not be moved, covered, turned to face away from customers, placed in a storage area or behind a counter that customers cannot reach, or obstructed by furniture, signage or stock, without the prior written agreement of SparqX. The Venue provides a continuous, earthed mains power supply to the station at its own cost and does not switch off, unplug or disconnect the station outside the procedures in section 3. The station's power consumption is minimal and the electricity cost is borne by the Venue unless the commercial annex states otherwise. Where the station requires network connectivity beyond its own mobile connection, the Venue provides reasonable access to its network on terms agreed in the site schedule. The Venue keeps the immediate area around the station in a condition consistent with the rest of the premises, and displays the point-of-sale materials supplied by SparqX in the agreed position. Relocation within the premises requires the prior written agreement of SparqX and, if agreed, is carried out by SparqX or under its supervision.
3. Access for servicing
The Venue grants SparqX, and any technician, franchisee or contractor authorised by SparqX, access to the station during the Venue's normal opening hours for installation, restocking, cleaning, inspection, maintenance, software or firmware updates, fault diagnosis, replacement and removal. Routine visits are notified in advance where practicable. Urgent attendance — in particular where a station reports a fault, a safety condition, overheating, tampering or a power interruption — may take place without prior notice, and the Venue shall provide access on request. Where the premises are not open at the time attendance is required, the parties shall agree a mutually convenient time without undue delay. SparqX personnel attending the premises shall comply with the Venue's reasonable site rules, health and safety requirements and security procedures notified to SparqX in advance, and shall carry identification. The Venue shall not open, service, repair, reset or attempt to repair the station or any powerbank itself, and shall not permit any third party to do so. If a station is unresponsive, the Venue shall report it to {{SUPPORT_EMAIL}} rather than intervening. The Venue provides reasonable first-line assistance to customers at the station: pointing customers to the station, confirming a slot is occupied or empty, and referring customers to in-app support. The Venue does not give technical advice about the equipment, does not accept powerbanks for return by hand, and does not take payment for rentals.
4. Ownership of equipment
The station, the powerbanks it holds, the cables, the mounting hardware, the embedded software and all branding materials remain at all times the exclusive property of SparqX or of the SparqX franchisee or distributor that supplied them. Nothing in this agreement transfers title, and the equipment does not become a fixture of the premises regardless of the manner of installation. The Venue shall not sell, pledge, charge, lease, sub-license, lend, encumber or otherwise dispose of the equipment, nor permit any lien, retention right or security interest to attach to it. The Venue shall not open the station casing, remove or obscure serial numbers, ownership labels or branding, connect the equipment to any system other than the agreed power and network supply, or use the powerbanks other than through the SparqX app in the ordinary course of a customer rental. If a third party asserts a claim over the equipment, or if insolvency, enforcement or landlord distraint proceedings affecting the premises are commenced or threatened, the Venue shall notify SparqX at {{LEGAL_EMAIL}} without undue delay, inform the third party in writing that the equipment belongs to SparqX, and take reasonable steps to protect it. On termination, SparqX retrieves the equipment as set out in section 11.
5. Service operation and customer relationship
SparqX operates the rental service, sets the tariff applicable at the station, contracts with end users under the Terms of Service and the User Agreement, takes payment, handles refunds, deposits and disputes, and provides customer support. The rental contract is concluded between SparqX and the end user; the Venue is not a party to it, does not act as agent for either party, and gives no warranty about the service to customers. SparqX is responsible for keeping the station stocked and functional, for monitoring station status remotely, and for responding to reported faults within the response times stated in the commercial annex. SparqX may update the station firmware and app remotely, may change the tariff applicable at the station in accordance with its country pricing, and may substitute a station of equivalent or better specification. The Venue shall not represent that it operates the service, shall not offer the powerbanks for sale or hire on its own account, and shall not collect, retain or handle end-user payment details. Customer complaints received by the Venue are referred to {{SUPPORT_EMAIL}}. SparqX may make station-level performance data available to the Venue through a reporting interface. Such data is provided for the Venue's internal use in connection with this agreement and is subject to sections 9 and 10.
6. Venue compensation
In consideration for hosting the station, the Venue is entitled to compensation calculated and paid in accordance with the commercial annex to this agreement. The commercial annex sets out the basis of calculation, the reference period, any minimum threshold before a payment is released, the payment method and the settlement cycle. No rates, percentages, fixed amounts or payment periods are stated in these terms, and any figure appearing elsewhere is indicative only unless it appears in the signed commercial annex. Entitlement accrues on completed and paid rentals attributed to the station hosted by the Venue, calculated on the price of the rental service after any discount applied to the end user. The way an end user funds a rental — card, stored balance or promotional bonus credit — does not affect the Venue's entitlement, because promotional credit is a marketing cost of SparqX and not a deduction from the amount on which the Venue's share is calculated. The rate applied to a given rental is the rate in force at the moment that rental is paid for, recorded as a historical value; a subsequent change to the rate does not alter entitlements already accrued. Accrued amounts are aggregated and released in accordance with the commercial annex. Statements are made available through the SparqX back office. Amounts are stated exclusive of VAT, which is added where applicable and invoiced in accordance with the tax law of the Venue's country. Each party bears its own taxes on its own income. The Venue may query a statement within the period stated in the commercial annex; the parties shall resolve queries in good faith, and SparqX shall correct any error identified in the next settlement cycle. SparqX may set off against amounts due any sum the Venue owes it under this agreement, including under section 7.
7. Care of equipment, loss and damage
The Venue exercises reasonable care to protect the station against theft, vandalism, tampering, liquid ingress, heat sources and obvious hazards, applying the same standard of care it applies to its own equipment of similar value on the premises. The Venue applies its ordinary closing and security procedures to the area in which the station stands. The Venue notifies SparqX at {{SUPPORT_EMAIL}} without undue delay of any theft, attempted theft, vandalism, damage, fire, flood, power failure affecting the station, or safety incident involving the equipment, and cooperates with any resulting investigation or insurance claim, including by providing an incident report and, where lawful and available, existing security footage. Ordinary wear and tear and faults arising from the equipment itself are the responsibility of SparqX. Loss of or damage to the equipment caused by the Venue's negligence, by its staff or contractors, or by its failure to comply with sections 2, 3 or 4, is the responsibility of the Venue, up to the replacement value of the equipment concerned. Damage caused by an end user is pursued by SparqX against that end user and is not charged to the Venue. The Venue shall not be responsible for loss or damage caused by circumstances beyond its reasonable control, provided it has complied with its notification obligations.
8. Insurance and liability
Each party maintains, throughout the term, public liability insurance and any insurance required by the law of its country of establishment, with cover appropriate to the nature and scale of its business. The Venue's policy shall extend to third-party injury or property damage occurring on the premises. Evidence of cover is provided to the other party on reasonable request. SparqX is responsible for the safety and conformity of the equipment it supplies, warrants that the stations and powerbanks comply with applicable EU product safety, electrical and battery regulations, and holds product liability cover accordingly. SparqX indemnifies the Venue against third-party claims for injury or property damage caused by a defect in the equipment, except to the extent caused by the Venue's breach of this agreement, its negligence, or unauthorised interference with the equipment. The Venue indemnifies SparqX against third-party claims arising from the condition of the premises, the Venue's power supply, or the acts or omissions of the Venue's staff and contractors. Neither party is liable to the other for indirect or consequential loss, loss of profit, loss of business or loss of anticipated revenue. 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, or for any liability that cannot lawfully be limited.
9. Use of brand and marketing
SparqX grants the Venue a non-exclusive, non-transferable, revocable licence to use the SparqX name and logo for the sole purpose of indicating that a SparqX station is available at the premises, for the term of this agreement. The licence does not extend to any other use and terminates automatically on termination of this agreement. The Venue uses the brand only in the form and with the visual specifications supplied by SparqX, does not alter, recolour, animate or combine the marks with other marks, does not register or attempt to register any confusingly similar sign, domain name or social media handle, and does not use the brand in a manner that suggests a joint venture, partnership, agency or endorsement beyond the hosting relationship described in this agreement. The Venue grants SparqX a reciprocal, non-exclusive licence to use the Venue's name, logo and the location of the premises in the SparqX app, station map, website and customer communications, for the purpose of showing customers where stations may be found. Any wider marketing use — case studies, press releases, paid campaigns, use of photographs of the premises — requires the prior written consent of the other party. All goodwill arising from use of a party's marks accrues to that party. Neither party acquires any right in the other's intellectual property beyond the limited licences granted in this section.
10. Confidentiality
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, station-level performance and revenue data, technical specifications and roadmaps, customer volumes, pricing methodology and the terms of any site schedule. Confidential information may be disclosed only to those of a party's employees, professional advisers, auditors and — in the case of SparqX — franchisees and distributors involved in servicing the station, who need it to perform this agreement and who are bound by equivalent obligations of confidence. It shall not be used for any purpose other than performing this agreement. These obligations do not apply to information that is or becomes public without breach of this section, was lawfully known to the receiving party before disclosure, is independently developed without use of the disclosed information, or is required to be disclosed by law, a court or a competent authority — in which case the disclosing party is notified in advance where lawful and practicable. Confidentiality obligations continue for three years after termination of this agreement, and indefinitely in respect of information constituting a trade secret. Personal data is governed by the Data Processing Agreement rather than by this section.
11. Term and termination
This agreement begins on the date the station is installed and accepted, or on the date stated in the commercial annex if earlier, and continues for the initial term stated in the commercial annex. 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. Where the commercial annex covers more than one location, each location may be added or ended individually by written agreement without affecting the remaining locations, unless the annex states otherwise. Exclusivity, if any — whether the Venue may host competing powerbank sharing equipment on the premises during the term — is a matter for the commercial annex. In the absence of an express exclusivity provision, no exclusivity is granted or implied. Either party may terminate this agreement, in whole or in respect of an individual location, on written notice of the length 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 and requiring its remedy; commits a material breach incapable of remedy; becomes insolvent, enters administration, liquidation or an equivalent procedure, or ceases to carry on business; or is in a situation which, in the reasonable and documented opinion of the terminating party, creates a serious safety, legal or reputational risk. SparqX may in addition terminate or suspend service at a location with immediate effect if the premises close, change hands or change use, if the power supply is persistently unavailable, if the station is repeatedly obstructed or moved contrary to section 2, if access for servicing is repeatedly refused, or if the station cannot be operated safely at the location. On termination for any reason: the Venue's brand licence ends immediately and the Venue removes SparqX materials from display; access to the SparqX back office is revoked; and SparqX removes the equipment within the period stated in the commercial annex, at its own cost and during the Venue's opening hours, making good any damage to the premises caused by the removal beyond ordinary wear. Until removal, the Venue keeps the equipment safe, powered where reasonably possible, and does not sell, dispose of or refuse access to it. Compensation accrued up to termination remains payable in the ordinary settlement cycle. Sections 4, 7, 8, 10 and 12 survive termination.
12. General provisions and contact
Each party is an independent contractor. Nothing in this agreement creates a partnership, joint venture, employment relationship, franchise or agency between the parties, and neither party may bind the other or hold itself out as able to do so. Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, including power failure, network outage, fire, flood, epidemic, civil unrest, strike affecting the other party's suppliers, or a governmental measure preventing performance, provided it notifies the other party and resumes performance as soon as reasonably possible. The Venue may not assign or transfer this agreement without the prior written consent of SparqX, which shall not be unreasonably withheld where the premises are transferred as a going concern and the transferee accepts these terms. SparqX may assign this agreement, or delegate its performance, to an affiliate, franchisee or distributor within the SparqX network on notice to the Venue. Amendments and waivers must be in writing and signed by both parties, save that SparqX may update these standard terms on reasonable prior written notice; if the Venue objects to a material change within that notice period, it may terminate the agreement on the notice provided, without penalty. 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. 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 country in which the premises are located. Notices under this agreement are sent to {{LEGAL_EMAIL}} and to the Venue's contact address stated in the commercial annex; operational matters are handled through {{SUPPORT_EMAIL}}. Registered address: {{LEGAL_ADDRESS}}.