Partner Agreement

1. Definitions and Interpretation

1.1. In this Agreement, unless otherwise provided:

1.2. In this Agreement, unless the context otherwise requires:

• words in the singular include the plural and those in the plural include the singular;
• each gender or neuter includes the others and the singular includes the plural and vice versa;
• references to clauses and Schedules are to clauses and Schedules of this Agreement;
• references to this Agreement include its Schedules, each as amended in accordance with the terms of this Agreement;
• references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
• “including” means including without limitation;
• clause headings do not affect their interpretation;
• any reference to a law, ordinance, statute, statutory provision, or regulation includes any amendment, extension, or re-enactment of it, and includes any subordinate legislation made under it; and
• “in writing” means communications made by letter or email and “written” must be interpreted accordingly.

2. Term of Agreement

2.1. This Agreement shall commence on the date of the last signature hereof (the “Commencement Date”) and shall continue in full force and effect for a period of twelve (12) months (the “Initial Term”).

2.2. Unless either Party provides written notice of its intention not to renew at least thirty (30) days prior to the end of the Initial Term or any subsequent renewal term, this Agreement shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”), under the same terms and conditions, except as may be modified by mutual agreement of the parties in writing.

2.3. Notwithstanding the foregoing, either Party may terminate this Agreement in accordance with Clause 11.

3. Services to be Provided

3.1. CleanSpace hereby agrees to provide the following Services to the Partner under the terms and conditions of this Agreement:

• directing and assisting the Customers to pay for, access and use the Partner’s Facilities in accordance with the guidelines, policies, and Terms of Use of CleanSpace;
• complying with all applicable laws and regulations in the jurisdiction of Hong Kong in the provision of services;
• providing timely reports to the Partner on the performance of the services, including any feedback or suggestions for improvement;
• commercially reasonable efforts to maintain Platform availability and to respond to Partner support requests within a reasonable time; and
• working collaboratively with the Partner to identify and implement enhancements to the Services and Platform.

3.2. The above services are to be performed with the utmost care, skill, and diligence in accordance with the standards of the industry. CleanSpace shall allocate sufficient resources, including personnel and equipment, to fulfil its obligations under this Agreement efficiently and effectively.

4. Obligations of the Partner

4.1. In accordance with the terms and conditions of this Agreement, the Partner shall:

• maintain the Venue and Facilities provided for Customers’ use in a clean, safe, and accessible condition at all times;
• ensure that all necessary permits, licences, and approvals required for the Services and for the Customer to access the Venue and Facilities are obtained and kept current;
• provide the Customers with reasonable access to the Facilities once a Booking is confirmed as is necessary for CleanSpace and the Partner to perform its obligations under this Agreement;
• comply with all applicable laws, regulations, and guidelines related to the operations of CleanSpace;
• notify CleanSpace promptly of any issues or concerns related to the Facilities or the operations of CleanSpace that could affect the ability of CleanSpace to fulfil its obligations under this Agreement;
• not engage in any activity that would interfere with or disrupt the operations of CleanSpace; and
• cooperate fully with CleanSpace in all matters related to the Customers’ use of the Facilities and the operations of CleanSpace.

4.2. The Partner shall provide a list of the Venues to be included on the Platform to CleanSpace in a format and with the necessary information as decided by CleanSpace in its discretion.

4.3. Failure by the Partner to fulfil these obligations may result in termination of this Agreement, subject to the terms and conditions outlined herein.

4.4. The Partner is solely responsible for the preparation, condition and quality of Facilities of which the Customer is granted access. CleanSpace shall not be responsible or liable for any loss, damage, expenses, costs or fees arising from the Customer’s use of the Facilities of the Partner.

4.5. The Partner is obligated to carefully read and abide by the Terms of Use.

5. Payment Terms

5.1. CleanSpace is entitled to Service Fees for performance of the Services and obligations hereunder calculated as follows: (a) if a Founding Partner, ten per cent (10%) of the Booking Fees paid by the Customer when making a Booking, and this rate shall continue to apply for the duration of this Agreement and any Renewal Term; or (b) for all other Partners, twenty per cent (20%) of the Booking Fees paid by the Customer when making a Booking. The remainder of the Booking Fees (being ninety per cent (90%) for Founding Partners or eighty per cent (80%) for all other Partners), net of any third-party fees and charges (including but not limited to payment processing fees, credit card fees, and bank charges), shall be due and payable to the Partner in accordance with this Clause 5.

5.2. Notwithstanding Clause 5.1, the Service Fees shall be waived for the first three (3) months from the Commencement Date of this Agreement (the “Fee Waiver Period”). During the Fee Waiver Period, CleanSpace shall remit one hundred per cent (100%) of the Booking Fees to the Partner, net of any third-party fees and charges (including but not limited to payment processing fees, credit card fees, and bank charges), in accordance with Clause 5.6.

5.3. The Partner agrees that CleanSpace is entitled to set-off against amounts due to the Partner: (a) the Service Fees in accordance with Clause 5.1; (b) third-party fees and charges (including but not limited to payment processing fees, credit card fees, and bank charges); and (c) any other amounts that the Partner owes to CleanSpace under this Agreement, provided that CleanSpace provides the Partner with written notice and reasonable supporting documentation of any amounts set-off under sub-clause (c) within seven (7) Business Days of such set-off.

5.4. The Booking Fees shall be set by the Partner, subject to a maximum of HKD 100 per Booking. Any amendments to the Booking Fees shall require the mutual written agreement of both Parties.

5.5. During the period of this Agreement, CleanSpace reserves the right to amend the rate of the Service Fee by giving at least thirty (30) days’ advance notice to the Partner, provided that (i) the Service Fee applicable to a Founding Partner shall not be increased above ten per cent (10%) during the term of this Agreement or any Renewal Term; and (ii) where CleanSpace exercises this right to increase the Service Fee, the Partner may terminate this Agreement with immediate effect, and without penalty, by giving written notice to CleanSpace at any time prior to the effective date of such amendment.

5.6. CleanSpace shall collect all the Booking Fees on behalf of the Partner and, after deducting the Service Fee according to Clause 5.1 and any third-party fees and charges (including but not limited to payment processing fees, credit card fees, and bank charges), remit the balance to the Partner’s Bank Account within seven (7) Business Days of the end of each calendar month, together with a detailed statement showing: (a) the total Booking Fees collected; (b) the number of Bookings; (c) the Service Fee deducted; (d) each category and amount of third-party fees deducted; and (e) the net amount remitted. The Partner agrees to be responsible for all bank fees charged by such remittance.

6. Intellectual Property Rights

6.1. Throughout the term of this Agreement and any Renewal Term, all intellectual property rights, including but not limited to patents, trademarks, trade names, service marks, copyrightable works, and trade secrets, which are developed, created, or used by either Party in connection with the performance of this Agreement (the “Agreement IP”) shall be owned as follows:

• all intellectual property rights developed, created, or brought into existence by CleanSpace specifically for the Partner under this Agreement shall be owned by CleanSpace but licensed to the Partner on a non-exclusive, worldwide, royalty-free basis for the term of this Agreement and any Renewal Term, provided that such licence shall terminate immediately upon termination or expiration of this Agreement unless otherwise agreed in writing by the Parties;
• any pre-existing intellectual property rights owned by or licensed to either Party prior to the commencement of this Agreement, including any modifications or improvements thereto made during the term of this Agreement, shall remain the sole property of the respective Party;
• each Party agrees to give the other Party any necessary permissions to use such pre-existing intellectual property rights for the purpose of fulfilling its obligations under this Agreement; and
• any intellectual property rights developed jointly by the parties during the term of this Agreement shall be jointly owned by both parties, with each Party having an equal share in such rights. The parties shall enter into a separate joint ownership agreement to detail the terms of use and management of such jointly owned intellectual property.

6.2. Both parties agree to execute any documents and perform any actions necessary to give effect to the ownership and licensing arrangements described herein. Additionally, each Party undertakes not to challenge the intellectual property rights of the other Party or use such rights in a way that would infringe upon the rights of the other Party or any third parties.

7. Confidentiality

7.1. Both CleanSpace and the Partner acknowledge that, in the course of performing their respective obligations under this Agreement, each may receive or have access to information that is proprietary or confidential to the other Party. Such information includes, but is not limited to, business and marketing plans, technology and technical information, product plans and designs, and business processes (collectively, “Confidential Information”).

7.2. Each Party agrees to maintain the confidentiality of the Confidential Information and to use such information solely for the purposes of performing its obligations under this Agreement. The Parties shall not disclose, disseminate, or make the Confidential Information available to any third party without the prior written consent of the other Party, except as may be required by law or court order. In such cases, the disclosing Party shall provide prompt written notice to the other Party to allow for the seeking of a protective order or other appropriate remedy.

7.3. Upon termination or expiration of this Agreement, or upon the request of the disclosing Party, the Partner shall return or destroy all materials containing Confidential Information and certify in writing that all such materials have been returned or destroyed.

7.4. This confidentiality obligation shall survive the termination or expiration of this Agreement and shall remain in effect for a period of five (5) years thereafter.

8. Liability and Indemnification

8.1. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”), its affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Indemnifying Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement and will apply to claims arising out of the Indemnifying Party’s negligence, wilful misconduct, or breach of this Agreement.

8.2. Notwithstanding the foregoing, the Indemnifying Party shall not be liable to the Indemnified Party to the extent that a claim is attributable to the Indemnified Party’s negligence, wilful misconduct, or breach of this Agreement.

8.3. The limitations of liability set forth herein shall not apply to liabilities for death or personal injury caused by the Indemnifying Party’s negligence; for fraud or fraudulent misrepresentation; or for any other matter for which it would be illegal or unlawful for the parties to exclude or attempt to exclude their liability.

8.4. The limitations of liability set forth herein shall not apply to liabilities for any loss, damage, expenses, costs or fees arising from the Customer’s use of the Facilities of the Partner.

8.5. Both Parties agree to promptly notify the other Party of any claim for which they seek indemnification and to provide reasonable cooperation (at the Indemnifying Party’s expense) in the defence of such claim. The Indemnifying Party reserves the right to assume the exclusive defence and control of any matter subject to indemnification under this section, in which case the Indemnified Party will cooperate with the Indemnifying Party in asserting any available defences.

9. Non-Solicitation

9.1. Without the other Party’s prior written consent, neither Party will, during the term of this Agreement or for six (6) months from expiry or termination of this Agreement, directly or indirectly:

• approach or solicit (directly or indirectly), or enter into an agreement for the provision of services on a self-employed basis with, any person who has, at any time during the previous twelve (12) months, been an employee of or provider of services to the other Party and who was at any time engaged on such other Party’s behalf in the Services or other matters referred to in this Agreement; or
• approach or solicit (directly or indirectly) any customer or supplier of the other Party with whom it came into contact in the previous twelve (12) months in connection with the Services or whose particulars it received as part of the Confidential Information provided to it in connection with this Agreement, other than by any such customer or supplier with whom the Party under this obligation had done business or come into contact prior to the date of this Agreement.

9.2. If either Party breaches this clause, it will pay to the other a referral fee equal to six (6) months’ gross payment offered or contracted under the new contract between such Party and the person, customer or supplier concerned. The Parties acknowledge that this represents a genuine pre-estimate of the loss likely to be suffered through breach of this clause.

9.3. If the periods stated in this clause are held by a court or tribunal of competent jurisdiction to be void or unenforceable, but would be valid and enforceable if certain words were deleted or the length of the period reduced, such provisions will apply with such modification as required to make them valid and enforceable.

10. No Announcement

10.1. Subject to Clause 10.2, no announcement relating to, or in connection with, this Agreement or any matters contained in it may be made by or on behalf of the Partner without the prior written consent of CleanSpace (such consent not to be unreasonably withheld, conditioned or delayed).

10.2. If an announcement is required by law, or the rules or order of any court or other body of competent jurisdiction, or any governmental, securities exchange, regulatory or governmental body having jurisdiction over it, wherever situated (including the Hong Kong Stock Exchange and the Securities and Futures Commission) and whether or not the requirement has the force of law, the Party required to make the announcement will, to the extent practicable and permitted, give the other Party advance notice of the requirement and a copy of the announcement to be made, take into account any representations made by the other Party in relation to it, and at the expense of the other Party, give the other Party reasonable opportunity to seek an appropriate remedy to prevent such announcement and co-operate fully (including if necessary joining in legal proceedings) with the other Party.

10.3. The obligations in this Clause 10 will continue to apply after termination or expiry of this Agreement.

11. Termination

11.1. This Agreement may be terminated as follows:

• The parties may terminate this Agreement at any time by mutual written agreement.
• Either Party may terminate this Agreement by providing the other Party with at least thirty (30) days’ prior written notice or a shorter notice period as mutually agreed in writing by the Parties.
• Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach, provided that the breach is capable of cure.
• Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party: (i) becomes insolvent, or is unable to pay its debts as they fall due; (ii) commences any bankruptcy, winding up, or insolvency proceedings (whether voluntary or involuntary) or has a receiver, administrator, or liquidator appointed over all or a substantial part of its assets; or (iii) ceases or threatens to cease to carry on.

11.2. Upon termination of this Agreement for any reason, each Party shall, within thirty (30) days, either return to the other Party or destroy (and certify such destruction in writing) all Confidential Information of the other Party in its possession or control, and shall cease all use of Agreement IP. Any obligations and rights which by their nature should survive the termination of this Agreement (including, but not limited to, obligations regarding Confidential Information, Agreement IP, indemnification, limitation of liability, and payment obligations accrued prior to termination) will remain in effect beyond any termination or expiration of this Agreement.

11.3. Notwithstanding any other provision of this Agreement, CleanSpace may, in its reasonable discretion, suspend the listing of any or all of the Partner’s Venue(s) on the Platform with immediate effect (and without liability to the Partner) where CleanSpace reasonably believes that: (a) the Partner is, or may be, in breach of this Agreement or the Terms of Use; (b) continued listing presents a risk to the safety, health, or wellbeing of Customers; (c) continued listing would, or is reasonably likely to, damage the reputation or brand of CleanSpace; or (d) suspension is necessary to protect the integrity, security, or availability of the Platform. CleanSpace shall notify the Partner of any suspension as soon as reasonably practicable, including the reasons for the suspension and (where appropriate) the steps required to lift it. During suspension: (i) no new Bookings may be made for the affected Venue(s); (ii) existing confirmed Bookings shall be honoured by the Partner unless CleanSpace cancels and refunds them; and (iii) payment obligations accrued prior to suspension remain due and payable. Suspension shall continue until CleanSpace, acting reasonably, determines that the matter giving rise to the suspension is resolved, or until this Agreement is terminated under this Clause 11.

12. Notices

12.1. Notices under this Agreement will be in writing and in English, signed by the Party giving it (or its authorised representative). Notices may be given, and will be deemed received:

• by pre-paid first-class post or local registered mail: on the second Business Day after posting;
• by pre-paid airmail: on the seventh Business Day after posting;
• by hand: on receipt of a signature at the time of delivery; and
• by email: 24 hours from sending if sent to the correct email address and no notice of delivery failure is received.

12.2. Notices will be sent to:

12.3. A Party may change the address or email address to which notices are to be delivered by giving not less than five (5) Business Days’ notice to the other Party.

12.4. Clauses 12.1, 12.2 and 12.3 do not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.

13. Miscellaneous

13.1. Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

13.2. This Agreement, and any rights and licences granted hereunder, may not be transferred or assigned by either Party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except that either Party may assign this Agreement without consent to: (i) an Affiliate; or (ii) a successor in interest in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets or business to which this Agreement relates, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

13.3. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or agency relationship between the parties.

13.4. Subject to the Terms of Use (which shall prevail in the event of any conflict with this Agreement), the Terms of Use and this Agreement together constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to that subject matter. Each Party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out or referred to in this Agreement or the Terms of Use.

13.5. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

13.6. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall it preclude or restrict any further exercise of that right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that right or remedy. No waiver of any breach of this Agreement shall constitute a waiver of any other breach. Any waiver must be in writing and signed by the Party granting the waiver.

13.7. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. The Parties consent to electronic execution in accordance with the Electronic Transactions Ordinance (Cap. 553). Transmission of an executed counterpart of this Agreement by email (in PDF, JPEG, or other agreed format) shall be deemed to constitute due and sufficient delivery of such counterpart.

14. Governing Law and Jurisdiction

14.1. This Agreement, and any dispute or claim arising out of, or in connection with, it (including non-contractual disputes or claims) is governed by, and interpreted in accordance with, the laws of Hong Kong.

14.2. Each Party irrevocably agrees that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of, or in connection with, this Agreement or its subject matter or formation. Each Party irrevocably waives any objection to proceedings in the courts of Hong Kong on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.