Last Updated: May 31, 2018
1. These are the Movebubble Standard Terms and Conditions which form part of the Movebubble Subscription Agreement, as amended from time to time in accordance with the terms hereof.
2. INTERPRETATION The following definitions and rules of interpretation apply in the Movebubble Subscription Agreement.
Insolvency Event: means, in relation to a corporate entity:
- Acceptance of Customer Offer: includes written confirmation from the Agency to the Customer or Movebubble, or written confirmation from the Customer to the Agency or Movebubble, or use of the Movebubble App to accept an offer, thereby entering into a tenancy agreement or in to a Relevant Contract with the assumption that this will progress to a tenancy;
- Agency Marks: means all trade marks, trade names and service marks, trade dress, logos, urls (where applicable) or identifying slogans of the Agency, whether registered or not;
- Agency Services: means the services of the Agency accessed via the Movebubble Platforms by Customers in facilitating their Viewings, Offer or in any other interaction provided to the Customer with regard to their Property search that Agency provides. Any such Agency Services will be provided by the Agency to Customers in accordance with the Agency Terms and Conditions;
- Applicable Laws: has the meaning given to it in clause 7;
- Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
- Commencement Date: has the meaning given to it in clause 8;
- Competing Business: has the meaning set out in clause 13;
- Confidential Information: any and all information of a confidential nature (including without limitation trade secrets, know how and information of commercial value) which may be known to that party (including all information about Customers or any of its employees, directors, agents or partners or its business and financial affairs, personnel matters, operating procedures, organisational responsibilities or any policies or procedures of the Customer, Customers or their family members and Customer Quote Requests) from the other party;
- Contract Year: means a consecutive period of twelve (12) months from the Commencement Date;
- Customer: means a legal person looking to find and rent a residential property who has subscribed to the Movebubble Platform to access the Movebubble Services;
- Customer Data: means all data, information or material provided by Movebubble to the Agency in respect of each Customer or prospective Customer, including any information contained within a Viewing, Offer or other Movebubble Services;
- Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;
- Domestic UK Law: has the meaning given to it in clause 7;
- Fee of Intent: means the initial cash payment by Movebubble, on behalf of a Customer, equivalent to no more than two weeks rent of the Property (but can be less where agreed with the Agency), to commit serious intent towards fulfilling a tenancy agreement. This payment, colloquially known as the initial monies, or move in monies, commits the Agency to begin negotiating the Offer of a Customer directly with the landlord responsible for the Property. The offer is subject to a process of contract and referencing of the Customer, undertaken directly between the Customer and the Agency. The Fee of Intent is a cash payment that contributes directly to the subsequent fees and payments that the Customer will make towards the fulfilment of their tenancy agreement (typically including agency fees, security deposit and the first month’s rent);
- Fee: means the subscription service fee payable to Movebubble under the applicable Plan in accordance with the Movebubble Subscription Agreement for the Introductions made via the Movebubble Platform to the Agency Services;
- Front Sheet: means the form setting out the particulars of the Agency, the Movebubble Services, the Subscription Service Fee, Commencement Date and applicable Plan under which Introductions are made relating to this Agreement;
- Introduction: the introduction via the Movebubble Platform of Customers to the Agency for the purpose of renting the properties represented by the Agency and the purchase of complementary services where agreed by Movebubble. Introduce, Introduces and Introduced shall be interpreted accordingly;
(a) A petition is presented applying for an administration order to be made in respect of the entity or a petition is presented or notice is given or an order is made or an effective resolution is passed for the liquidation or winding up (or any similar judicial process) of the entity;
(b) The entity seeks or enters into any composition or arrangement for the benefit of creditors or convenes a meeting for the purpose of making such arrangement or composition or suffers or permits any distraint or distress proceedings or an encumbrancer takes possession or any administrative receiver or receiver or manager is appointed of all or any part of its assets or undertaking or if it takes or suffers any similar action in consequence of debt or judgement is entered and is not paid out within seven days;
(c) The entity ceases or threatens to cease to carry on its business or substantially the while of its business or disposes of its undertaking or stops payment or threatens to stop payments of its debts as and when they fall due within the meaning of section 123 of the Insolvency Act 1986; or
(d) any event similar or equivalent in effect to any of the above in any jurisdiction in which the Supplier has any presence or assets.
Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trade marks, 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 rights, topography rights, moral rights, rights in the Confidential Information 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;
KPI: means the key performance indicators that represent basic levels of expected practice to meet the Agency obligations in delivering the Agency Services set out in the Schedules;
Make an Offer: means the Customer submitting an Offer via the Movebubble Platform, or in writing, to enter into a formal tenancy subject to contract and referencing, with any property represented by the Agency;
Movebubble App: the software application(s) enabling delivery of and access to the Movebubble Services from and to a Customer’s mobile devices;
Movebubble Services: the services provided by Movebubble within the scope of the Movebubble Subscription Agreement to enable Customers to search, find, view and rent (take a lease) on properties as more particularly set out in Schedule 1 hereto including, without limitation the Core Viewings and Offer Service at the centre of the Movebubble Services proposition; together with any other services from time to time offered by Movebubble;
Movebubble Subscription Agreement: means the Front Sheet, Schedules 1 and 2 thereto and these Standard Terms and Conditions attached thereto as Schedule 3 all taken as one, as amended from time to time;
Negotiator App: The services and applications delivered to an Agency negotiator’s phone to enable the delivery of Movebubble Services, including the booking of viewings and acceptance of payments;
Nominated Person(s): means the person or persons whose name(s) and contract details are set out on the Front Sheet;
Offer: see “Make an Offer”;
Personal Data: means personal information relating to a Customer or other individual capable of identifying that person and falling within the definition of “personal data” under the UK Data Protection Act 1998 or any comparable term used in the equivalent data protection laws of any other country where Movebubble Services are provided;
Plan: means the plan incorporating the Subscription Service Fee relating to the Movebubble Services applicable to the Agency set out on the Front Sheet as determined by Movebubble and based on factors including but not limited to relative size, reach and profile of the Agency and the predicted volume of Property Enquiries;
Platform or Movebubble Platform: the Movebubble Website and “Movebubble App”, the “Negotiator App” and any other technological platforms or innovations used or operated by Movebubble to deliver the Movebubble Services now or in the future;
Property: residential property that is available for let to tenants in the Territory and represented by Agencies acting with the authority and requisite legal permissions from the landlord or his authorised representative;
Property Enquiry: communication via the Movebubble Platform from a Customer to the Agency in regard to a Property; that requires a return communication from the Agency to the Customer in a timely manner;
Relevant Contract: a contract for the supply of the Agency Services (whether in writing, oral or based on a course of dealings) entered into during the Term between the Agency and a Customer who was Introduced by Movebubble;
Subscription Service Fee or Fee: the fee that is charged to the Agency in respect of the Movebubble Services accessed via the Movebubble Platform as set out in the relevant Plan, on the Front Sheet and in Schedule 2 – Fees
Term: has the meaning given to it in clause 8;
Agency Terms and Conditions: the terms and conditions of supply that the Agency requires Customers to sign up to from time to time to access the Agency Services;
Territory: the United Kingdom;
UK Data Protection Legislation: any data protection legislation from time to time in force in the Territory including the Data Protection Act 1998 or 2018 or any successor legislation;
Viewings: the established practice whereby Customers inspect a Property that they are interested in letting before they enter into a formal arrangement or tenancy agreement;
Website: the Movebubble consumer facing website located at www.movebubble.com or such other url or urls as Movebubble may nominate from time to time.
2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
2.3 The Schedules form part of the Movebubble Subscription Agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
2.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.6 A reference to writing or written includes e-mail.
2.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. INTRODUCTIONS AND PARTIES OBLIGATIONS
3.1 To facilitate Introductions, the Agency agrees to provide Movebubble with particulars of Property in the Territory on a non-exclusive basis for inclusion on the Movebubble Platform;
3.2 Movebubble agrees to upload the Property on to the Movebubble Platform and to provide the Movebubble Services in support as more particularly set out in Schedule 2 so as to introduce Customers to the Agency.
3.3 The Movebubble Services may be revised at the frequency set out in the Schedules
3.4 During the Term and in consideration for the Subscription Service Fee, Movebubble shall:
- (a) Use its reasonable endeavours to work in a cohesive, constructive and good natured manner to facilitate Property Enquiries and enable the timely arrangement of Viewings, Offers and other business as may be set out in the Schedules;
- (b) collate the requirements of its Customers, typically seeking to move into a new residential property, pursuant to its objectives of assisting and educating Customers through their rental search and move;
- (c) work directly with Customers and the Agency to facilitate the fulfilment of Viewings on Property;
- (d) work directly with Customers and the Agency to facilitate Customers to Make an Offer on Property, subject to contract and referencing as conducted by the Agency;
- (e) so far as reasonably possible and subject to the other limitations set out herein, provide the systems, software architecture and tools as part of the Movebubble Services as more particularly set out in Schedule 1 and principally with the functionality to enable Property Enquiries, the booking in of Viewings and for Making an Offer for Customers and for the Agency in a simple and effective way;
3.5 During the Term, the Agency shall:
- (a) Use its reasonable endeavours to work in a cohesive, constructive and good natured manner to facilitate and respond to Property Enquiries and enable the timely arrangement of Viewings, Offers and other business as may be set out in the Schedules;
- (b) agree to enable access to the Property listings data for its current register of Properties to let as required to inform prospective Customers of the basic information of the Property and to enable Movebubble to provide the Movebubble Services as set out in Schedule 2;
- (c) enable Movebubble to access the accurate location of the Property for the purposes of informing its Customers where the Viewing will be conducted;
- (d) provide the contact details of its staff conducting Viewings to enable Movebubble or the Customer to contact the staff member where necessary to confirm or change appointment details, in the event of a relevant business question or to engage in any other conversation directly relevant to the Viewing or the Movebubble business;
- (e) conduct the Agency Services including Property Enquiries and Viewings, in a timely and reasonable manner and so as to cooperate and complement the Movebubble Services;
- (f) inform Movebubble of the outcome of Viewings or Offers from any Customer who has been Introduced.
3.6 Movebubble shall not produce any marketing material for the Agency Services or use the Agency Marks on any marketing material for the Movebubble Services without the consent of the Agency.
3.7 Movebubble shall not, without the Agency’s prior written consent, make or give any representations, warranties or other promises concerning the Agency Services which are not contained in the Agency’s marketing material.
3.8 For the avoidance of doubt Movebubble shall be entitled at its sole discretion to deliver additional or alternative Movebubble Services or other benefits to its Customers, before, during or after their house move process.
4. COMPLIANCE WITH LAWS AND POLICIES
4.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
5. ANTI-BRIBERY COMPLIANCE
5.1 Each party shall:
- (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); and
- (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
6. FEES AND PAYMENT
6.1 Movebubble shall be entitled to the Subscription Service Fee for the applicable Plan as set out in the Front Sheet and Schedule 2
6.2 The amount of Fees payable and the frequency of invoicing and time for payment shall be set out in the Front Sheet and Schedule 2
6.3 The Fees for the Movebubble Services may be revised at the frequency set out in the Front Sheet and Schedule 2
6.4 All sums payable under the Movebubble Subscription Agreement shall be paid in full without any deductions or set offs and are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question.
6.5 The Agency shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by the Agency and all payments received under them. The Agency shall permit the duly appointed representatives of Movebubble at all reasonable times to inspect all such accounts and records and to take copies of them for audit and verification purposes.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1 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, except as permitted by clause 7.2.
7.2 Each party may disclose the other party’s Confidential Information:
- (a) to its employees, officers, representatives, advisers or subcontractors who need to know such information for the purposes of carrying out the party’s obligations under the Movebubble Subscription Agreement. Each party shall procure that its employees, officers, representatives, advisers or subcontractors to whom it discloses the other party’s Confidential Information comply with this clause 6. In additional to the foregoing, if requested by the other party and where reasonably necessary, a disclosing party shall ensure that each of its employees, officers, representatives, advisers or subcontractors to whom Confidential Information is to be disclosed shall enter into a confidentiality agreement with the other party containing confidentiality undertakings no less restrictive than those contained in the Movebubble Subscription Agreement; and
- (b)as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under the Movebubble Subscription Agreement.
7.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. The relevant provisions in this clause 7 are in addition to, and do not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 7, Applicable laws means (for so long as and to the extent that they apply to the parties) the law of European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK;
7.5 The parties acknowledge that for the purposes of the Data Protection Legislation, that both parties are Data Controllers (where Data Controller has the meaning as defined in the Data Protection Legislation);
7.6 Notwithstanding clause 7.5, to the extent that the Agency is deemed a Data Processor (where Data Processor has the meaning as defined in the Data Protection Legislation), the Agency shall, in relation to any Personal Data processed in connection with the performance by the Agency of its obligations under this agreement including the Agency Services:
(b) Take all such appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data (or such other data which may not amount to Personal Data but is still proprietary to and/or commercially sensitive to the parties);
(c) Immediately notify Movebubble in the event of any known disclosure of or other breach of Personal Data in contravention of this clause;
(d) Promptly comply with any lawful request of Movebubble or the Customer requiring the Agency to amend, transfer or delete the Personal Data;
(e) Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(f) Assist Movebubble in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(g) If it receives any complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with any Applicable Laws, immediately notify Movebubble and the Agency shall provide Movebubble with full cooperation and assistance in relation to any such complaint, notice or communication;
(h) Not transfer any Personal Data outside of the European Economic Area without recourse to the principles of “safe harbour”; and
(i) Promptly inform Movebubble if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable.
8. COMMENCEMENT AND DURATION
8.1 The Movebubble Subscription Agreement shall commence on the date specified in the Front Sheet (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 9, until either party gives to the other party 3 months’ written notice to terminate (“the Term”) provided that such notice shall not be served in the first 3 months’ following the Commencement Date.
8.2 In instances when an Agency has agreed to discounted commercial terms for periods of longer than one year, the Agency shall not be permitted to give notice before the commencement of the last 3 months before the expiry of the period for which the agreed commercial terms apply.
9.1 Without affecting any other right or remedy available to it, either party may terminate the Movebubble Subscription Agreement with immediate effect by giving written notice to the other party if:
- (a) the other party fails to pay any amount due under the Movebubble Subscription Agreement on the due date for payment and remains in default not less than 7 days after being notified to make such payment;
- (b) the other party commits a material breach of any other term of the Movebubble Subscription Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
- (c) the other party repeatedly breaches any of the terms of the Movebubble Subscription Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Movebubble Subscription Agreement;
- (d) the other party suffers or undergoes an Insolvency Event.
9.2 Movebubble may, at its sole discretion, terminate the Movebubble Subscription Agreement on notice to the Agency with immediate effect:
- (a) If the performance by the Agency of its obligations under the Movebubble Subscription Agreement falls below the standard that Movebubble reasonably expects, based on a failure by the Agency to meet the KPIs set out in Schedule 1;
- (b) If new terms as set out in the Front Sheet and Schedule 2 are proposed and cannot be agreed within a reasonable timeframe.
10. CONSEQUENCES OF TERMINATION
10.1 Expiry or termination of the Movebubble Subscription Agreement, howsoever arising, shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, and any which by their nature or context would be or are intended to survive and continue to be applicable including the right to claim damages in respect of any breach of the Movebubble Subscription Agreement which existed at or before the date of termination.
10.2 The parties shall continue to perform their obligations under the Movebubble Subscription Agreement notwithstanding the giving of any notice of default or notice of termination, until termination becomes effective.
10.3 Upon termination or expiry of this Agreement:
- (a)Each party shall return to the other any Confidential Information provided by the other or, at the other’s option delete and render permanently irretrievable copies of the foregoing and certify to the other that it has done so; and
- (b)Each party will pay to the other all Fees or other amounts properly due under the Movebubble Subscription Agreement accrued up to the date of termination of the Movebubble Subscription Agreement. the other party suffers or undergoes an Insolvency Event.
11. DISCLAIMER AND LIMITATION OF LIABILITY
11.1 The Agency acknowledges that the Movebubble Services are provided “as is” and that access to the internet, mobile phone networks and other telecommunication media required for the provision of the Movebubble Platform and Movebubble Services are inherently associated with risk including, without limitation, viruses and data security and problems related to the availability of the services and reliability of the transmission. Movebubble does not and cannot warrant that access to the Movebubble Platform and the Movebubble Services will be provided without interruption or be error-free. Movebubble reserves the right to suspend all or part of the Movebubble Services as may be required to undertake routine or emergency maintenance from time to time.
11.2 Neither party’s liability
- (a) For death or personal injury caused by its negligence;
- (b) For fraudulent misrepresentation or for any other fraudulent act or omission;
- (c) For any express indemnity under the Movebubble Subscription Agreement; or
- (d) For any other liability which may not be lawfully excluded or limited; is excluded or limited by the Movebubble Subscription Agreement, even if any other term of the Movebubble Subscription Agreement would otherwise suggest this might be the case.
11.3 Subject to clause 11.2, neither party shall be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any loss of profits, indirect, consequential or special loss arising out of or relating to the Movebubble Subscription Agreement.
11.4 Subject to clause 11.2, Movebubble’s total liability to the Agency in respect of all losses arising under or in connection with the Movebubble Subscription Agreement (whether from breach of contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to 125% of the Fees that have actually been paid to Movebubble over the period of 6 (six) months immediately preceding the issue giving rise to the claim or, if the Movebubble Subscription Agreement has been in force for less than (6) six months, the average actual monthly Fees payable multiplied by (6) six.
11.5 The Agency shall indemnify and keep Movebubble indemnified against any and all liability including any reasonable costs, claims, demands and expenses arising out of or in connection with the provision or non-provision of the Agency Services by the Agency and the unauthorised use of the Property details supplied by the Agency for inclusion on the Movebubble Platform.
12. INTELLECTUAL PROPERTY AND DATA
12.1 All Intellectual Property Rights and all other rights related to Movebubble materials, applications and software (including without limitation the Movebubble Platform), process or Movebubble Services shall at all times, be and remain the exclusive property of Movebubble.
12.2 All Intellectual Property Rights and all other rights related to Agency materials, applications and software (where applicable), process or Agency Services shall at all times, be and remain the exclusive property of the Agency.
12.3 The Agency grants to Movebubble a non-exclusive, non-transferable, royalty-free licence to use the relevant Agency Marks (and for the avoidance of doubt the Property details) as reasonably necessary to advertise the affiliation and attract Customers to the Property featured on the Movebubble Platform.
12.4 Movebubble and the Agency recognise that certain data (including Personal Data – the use of which is regulated under clause 6) that is shared between them is commercially sensitive and constitutes Confidential Information and shall only be disclosed or used by the other party strictly for the purpose of the performing its obligations and exercising its rights under the Movebubble Subscription Agreement and for no other purpose.
13. RESTRICTIVE COVENANTS
13.1 The Agency undertakes to Movebubble that it will not, during the Term and for 12 months thereafter:
- (a) directly or indirectly solicit or endeavour to entice away from Movebubble any Customer or prospective customer with a view to providing goods or services to that Customer or prospective customer directly and not through Movebubble unless where a Customer is already an existing customer of the Agency;
- (b) launch or operate a business similar to Movebubble in competition with the business of Movebubble (a “Competing Business”). If and to the extent the Agency operates a Competing Business as at the Commencement Date it shall disclose the identity of such Competing Business to Movebubble and shall, in relation to such Competing Business, undertake to Movebubble that it will not market or promote such Competing Business to Customers or prospective Customers of Movebubble;
- (c)attempt to pursue Customers with unsolicited marketing not expressly authorised in the Agency Services, except where that permission is specifically granted directly by the Customer
- (d)solicit or endeavour to entice away from Movebubble any of its employees or contractors (whether permanent or part-time).
13.2 In the event that the Agency is in breach of clause 13.1 (d) by appointing any of Movebubble’s employees or contractors, it shall, without prejudice to Movebubble’s other rights and remedies, and at Movebubble’s sole discretion and election, pay to Movebubble as liquidated damages by way of compensation a sum equating to 12 months’ salary or equivalent remuneration of that employee or contractor.
14. FORCE MAJEURE
14.1 The obligations of the parties will be suspended by the occurrence of any event due entirely to causes beyond their reasonable control which renders their performance impossible, such as acts of God, terrorism, war, fire, flood and power failures (“Force Majeure Event”). Either party shall have the right to terminate the Movebubble Subscription Agreement without liability to the other party if any Force Majeure Event shall continue unabated for a period greater than thirty (30) consecutive days.
15. NO PARTNERSHIP OR AGENCY
15.1 Nothing in the Movebubble Subscription Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16. ENTIRE AGREEMENT
16.1 The Movebubble Subscription Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party acknowledges that in entering into the Movebubble Subscription Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Movebubble Subscription Agreement.
16.4 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of the Movebubble Subscription Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives) save that Movebubble may by itself make an amendment to the Movebubble Subscription Agreement to take account of a regulatory requirement or because of change in any applicable law or regulation.
18. ASSIGNMENT AND OTHER DEALINGS
The Movebubble Subscription Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
No failure or delay by a party to exercise any right or remedy provided under the Movebubble Subscription Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20.1 If any provision or part-provision of the Movebubble Subscription Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Movebubble Subscription Agreement.
20.2 If one party gives notice to the other of the possibility that any provision or part-provision of the Movebubble Subscription Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
21.1 Any notice given to a party under or in connection with the Movebubble Subscription Agreement shall be in writing and shall be:
- (a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
- (b) sent by email.
21.2 Any notice shall be deemed to have been received:
- (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- (b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
- (c) if sent by email at the time of successful transmission.
21.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall include e-mail.
22. THIRD PARTY RIGHTS
No one other than a party to the Movebubble Subscription Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
23. GOVERNING LAW
The Movebubble Subscription 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.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Movebubble Subscription Agreement or its subject matter or formation (including non-contractual disputes or claims).