Partner Agreement

THE PARTIES AGREE:

These General Terms apply to and form part of the contract between Millgens and the Principal (the details of which are as first entered into MillGens online application) and incorporate the terms of the Sales Contract where the Principal offers its Services via MarketPlace. Defined terms shall have the meanings set out at the end of this Agreement.


  1. Commencement and Term

This Agreement shall be deemed to have commenced on the date of acceptance by MillGens of the Principal’s application (Commencement Date) and (subject to earlier termination pursuant to clauses 6.2, 11 or 17) shall continue for a fixed period of one Year and shall automatically renew for fixed periods of one Year until either party shall give to the other party not less than three months’ written notice to terminate the Agreement (Term). The end of such notice period must coincide with the end of the Year.


  • Appointment and scope

      1. The Principal appoints MillGens as its non-exclusive agent for the marketing of the Services in accordance with the Partner Package selected by the Principal for the Term, and MillGens accepts that appointment, on and subject to the terms of this Agreement.

      1. MillGens shall have the authority to market the Principal’s Services to Customers and the contract for any sale of Services to Customers by the Principal via MillGens MarketPlace (Sales Contract) shall be governed, as between MillGens and the Principal, by the separate terms of sale entered into between the Principal and MillGens under which MillGens will be authorised as the Principal’s agent to conclude the Sales Contract with a Customer on the Principal’s behalf, but shall not be party to the Sales Contract.

    1. Rights and duties of the Principal

      1. Throughout the Term the Principal shall:

        1. act dutifully and in good faith towards MillGens;
        2. at its own expense, supply MillGens with sufficient and relevant promotional, marketing and sales materials relating to the Services to the extent reasonably required by MillGens to fulfil its obligations under the Partner Package subscribed to by the Principal so as to enable MillGens to appropriately market the Services;
        3. deal with any after-sales enquiries or complaints from Customers;
        4. employ sufficient competent and qualified personnel to carry out its obligations under this Agreement;
        5. provide MillGens with such information as is reasonably required to verify commissions; and
        6. provide MillGens with such other information in connection with the Services and/or the Customers as MillGens may reasonably require from the Principal to be able to perform its obligations under this Agreement;
        7. comply with relevant laws and regulations, and obtain and maintain all licences, permits, consents, approvals and registrations as may from time to time be necessary for the performance of its obligations under this Agreement.

      1. The Principal may, at its sole discretion, on not less than ten Business Days’ notice to MillGens:

        1. change the specification of any of the Services; and/or
        2. make changes to its then current Terms of Sale.

      1. The Principal shall inform MillGens, within a reasonable time, whether it accepts, refuses or otherwise intends not to execute any contract MillGens has procured for it and the parties shall work together in good faith to resolve any issues which arise as a result of such refusal or decision not to execute.

      1. The Principal warrants to MillGens that the Services comply with all applicable Local Laws as are in force at the Commencement Date. 

    1. Rights and duties of MillGens

      1. Throughout the Term MillGens shall:

        1. look after the interests of the Principal and act dutifully and in good faith towards the Principal, Customers and prospective customers;
        2. comply with the Principal’s reasonable instructions in relation to the marketing of the Services;
        3. act with all reasonable care and skill to promote the Services;
        4. make clear to all Customers and prospective customers that it is the agent of the Principal only to the extent provided for in this Agreement and shall not pledge the credit of the Principal, enter into any compromise with Customers or otherwise incur any obligation on the Principal’s behalf except as expressly provided for under this Agreement or with the Principal’s prior written consent;
        5. not knowingly do anything detrimental or prejudicial to the commercial interests or reputation of the Principal;
        6. exercise reasonable commercial judgment in its dealings with Customers and prospective customers, including in connection with carrying out appropriate due diligence in respect of their creditworthiness;
        7. comply with its obligations as set out in, and in accordance with, the Partner Package;
        8. comply with relevant laws and regulations, and obtain and maintain all licences, permits, consents, approvals and registrations as may from time to time be necessary for the marketing of the Services and generally in its performance of this Agreement; 
        9. promptly report to the Principal any complaints, problems or claims relating to the Services and promptly inform the Principal of any after-sales enquiries concerning the Services, in each case that has been received by or communicated to MillGens; and
        10. only use marketing, promotional or sales materials supplied or otherwise as agreed between the parties.

    1. Fees

      1. The Principal shall pay to MillGens the relevant monthly fee applicable, from time to time, to the Partner Package selected (Fee).

      1. The Fee shall be paid no later than the last day of the month in which it became due.

      1. Interest shall be payable on any sum due but unpaid from the due date until payment, and whether before or after judgment, at 8% (eight per cent) per annum over the Bank of England base rate from time to time.

    1. Anti-bribery

      1. For the purposes of this clause 6 the expressions adequate procedures and associated with shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

      1. Both parties  shall ensure that it and each person referred to in clauses 6.2.1 to 6.2.3 (inclusive) does not, by act or omission, place the other party in breach of any Bribery Laws. Each party shall comply with all applicable Bribery Laws, ensure that it has in place adequate procedures to prevent any breach of this clause 6 and ensure that:

        1. all of that party’s personnel and all direct and indirect sub-contractors, suppliers, agents and other intermediaries of that party;
        2. all others associated with that party; and
        3. each person employed by or acting for or on behalf of any of those persons referred to in clause 6.2.1 and 6.2.2;
        4. involved in the performance of its obligations in connection with this Agreement, so comply.

      1. Any breach of this clause 6 by either party shall be deemed a material breach of this Agreement that is not remediable and entitle the other party to immediately terminate this Agreement by notice under clause 11.1.1.

    1. Anti-tax evasion facilitation

      1. For the purposes of this clause 7:

        1. the expressions associated with, Prevention Procedures, UK Tax Evasion Offence and Foreign Tax Evasion Offence shall be construed in accordance with Part 3 of the Criminal Finances Act 2017 (CFA 2017) and guidance published under it;
        2. Corporate Failure to Prevent Offence means an offence under section 45 and/or section 46 of CFA 2017 and any other applicable UK laws, legislation, statutory instruments and regulations in relation to preventing the facilitation of tax evasion and any similar or equivalent laws in any other relevant jurisdiction;
        3. Agent Associated Person means all or any of the following:
    1. persons associated with a party (Party’s Associates); and
    2. persons associated with any of a Party’s Associates;

    in each case, involved in performing a party’s obligations for or on behalf of a party in connection with this Agreement.

      1. Both parties shall ensure that they and their Associated Persons shall not by any act or omission commit, or cause, facilitate or contribute to the commission by any person of a:

        1. Corporate Failure to Prevent Offence;
        2. UK Tax Evasion Offence; or
        3. Foreign Tax Evasion Offence

    in connection with this Agreement.

      1. Each party shall not, and shall use all reasonable endeavours to ensure that Agent Associated Persons shall not, solicit or engage with or take steps to solicit or engage with any person associated with the other party to facilitate the commission of a UK Tax Evasion Offence or a Foreign Tax Evasion Offence in connection with the performance of its obligations in connection with this Agreement.

      1. Any breach of this clause 7 by either party shall be deemed a material breach of this Agreement that is not remediable and entitle the other party to immediately terminate this Agreement by notice under clause 11.1.1.

    1. Intellectual property

      1. MillGens acknowledges and agrees that the Intellectual Property in the Services, the materials provided to MillGens by or on behalf of the Principal (the Works) and all goodwill associated with that and/or the Principal’s business are the property of the Principal (the Principal’s Intellectual Property) and that MillGens has no right to any of the Principal’s Intellectual Property.

      1. Notwithstanding clause 8.1 and in consideration of the obligations of MillGens under this Agreement, the Principal grants MillGens with effect from the Commencement Date a non-exclusive, worldwide, perpetual, royalty-free and irrevocable licence to use solely for itself the  Licensed Intellectual Property Rights to reproduce, publish, distribute, edit, copy, modify or otherwise use the Works in all forms and media (the Licence), which Licence shall survive termination of this Agreement for whatever reason and shall be subject to the following conditions:

        1. the Licence is non-transerable and cannot be sublicensed;
        2. the Licence only relates to use of the Licensed Intellectual Property Rights in the Works; 
        3. the Licensed Intellectual Property Rights may only be used in connection with MillGens’ own business purposes.

      1. The Principal knowledges and agrees that all Intellectual Property associated with MillGens services and/or the performance of MillGens’ obligations in connection with this Agreement which is not the Principal’s Intellectual Property (MillGens’ Intellectual Property) is (as between MillGens and the Principal) the property of MillGens and that the Principal has no right to any of MillGens’ Intellectual Property.

      1. Each party shall:

        1. Subject to the general licence granted in clause 8.2 above, use the other party’s Intellectual Property only in accordance with the other party’s instructions and for the purposes of, and during the Term of, this Agreement;
        2. not knowingly take or omit to take or authorise any action or omission whereby any of the other party’s Intellectual Property or the other party’s ownership of it might be jeopardised or invalidated;
        3. not use any trade marks, trade names, logos or other branding on or in connection with the other party other than as previously approved by the other party in writing;
        4. not remove or alter any trade marks, trade names, logos or other branding or identification marks that have been included on any materials provided by the other party under this Agreement; 
        5. at the other party’s request and expense, assist the other party in maintaining the validity and enforceability of the other party’s Intellectual Property;
        6. immediately inform the other party of any actual or threatened infringement of that party’s Intellectual Property of which it becomes aware; and
        7. give the other party reasonable assistance in dealing with such infringements (including proceedings).

      1. The obligations under clause 8.4 shall not apply to any of a party’s Intellectual Property that has been modified or used by the other party other than strictly in accordance with this Agreement.

  • Data protection
  • Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under Data Protection Law.


    1. Confidentiality

      1. Each party agrees that it may use the Confidential Information only in the exercise of its rights and performance of its obligations under this Agreement and that during the Term and thereafter it shall not use or disclose the Confidential Information except in accordance with this clause 10.

      1. Subject to clause 10.4, a party may disclose the Confidential Information:

        1. to those of its employees, officers, professional advisers or representatives who need to know the Confidential Information in order to exercise their rights and perform its obligations under this Agreement provided that the party so disclosing shall ensure that each of its employees, officers, professional advisers or representatives to whom such Confidential Information is disclosed is aware of its confidential nature and complies with this clause 10 as if it were a party; and 
        2. to the extent required by law, to any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction.

      1. To the extent any Confidential Information is Personal Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any Data Protection Laws.

      1. Any breach of this clause 10 shall be deemed a material breach of this Agreement that is not remediable and entitle the non-breaching party to immediately terminate this Agreement by notice under clause 11.1.1.

    1. Termination

      1. Either party may terminate this Agreement at any time by giving notice in writing to the other if that other party:

        1. commits a material breach of this Agreement and such breach is not remediable;
        2. commits a material breach of this Agreement which is not remedied within ten days of receiving written notice of such breach; or
        3. has any consent, licence or authorisation held by it revoked or modified such that it is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled; 
        4. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
        5. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
        6. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
        7. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
        8. has a resolution passed for its winding up;
        9. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
        10. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within [seven] days of that procedure being commenced;
        11. has a freezing order made against it;
        12. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
        13. is subject to any events or circumstances analogous to those in clauses 13.3.4 to 13.3.12 in any jurisdiction; or 
        14. takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 11.3.4 to 11.3.12 including for the avoidance of doubt, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

      1. Termination of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination, including any right to claim damages in respect of any breach of this Agreement which existed at or prior to the date of termination.
      2. Subject to applicable law, neither party shall have any liability to the other for damages, compensation or otherwise by reason only of the termination of this Agreement in accordance with its terms.

      1. The provisions of clauses 1, 7, 8, 9, 10, 11.2, 11.3, 12 to 15 (inclusive) and 17 to 30 (inclusive) shall survive termination of this Agreement, however occurring.

    1. Limitation of liability

      1. Notwithstanding any other provision of this Agreement, the liability of the parties shall not be excluded or limited in any way in respect of the following:

        1. death or personal injury caused by negligence;
        2. fraud or fraudulent misrepresentation; or
        3. any other losses which cannot be excluded or limited by applicable law.

      1. Subject to clause 12.1:

        1. MillGens shall not be liable for any loss of the Principal whatsoever including  direct losses and/or any consequential, indirect or special losses; and
        2. MillGens shall not be liable for any of the following, (whether direct or indirect): loss of profit; loss or corruption of data; loss of use; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill.

      1. Subject to clause 12.1, the Principal shall not be liable for consequential, indirect or special losses.

      1. Subject to clause 12.1, the Principal shall not be liable for any of the following (whether direct or indirect): loss of profit; loss or corruption of data; loss of use; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill.

    1. Dispute resolution

      1. Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause 13.

      1. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

      1. The parties shall use all reasonable endeavours to reach a negotiated resolution by referring the dispute to their Chief Executive Officers (or persons of equivalent seniority). The Chief Executive Officers (or equivalent) shall meet within seven days of the date of such referral to discuss the dispute and attempt to resolve it.

      1. The specific format for the resolution of the dispute under clause 13.3 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

      1. If the dispute has not been resolved within 14 days of the first meeting of the Chief Executive Officers (or equivalent) under clause 13.3, the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

      1. Until the parties have completed the steps referred to in clauses 13.2 to 13.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

    1. Entire agreement

      1. The parties agree that this Agreement, and any documents entered into pursuant to it, constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

      1. Each party acknowledges that it has not entered into this Agreement, or any documents entered into pursuant to it, in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

      1. Nothing in this Agreement purports to limit or exclude any liability for fraud.


    1. Notices

      1. Any notice or other communication given by a party under this Agreement shall:

        1. be in writing and in English;
        2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
        3. be sent to the relevant party at the address set out in clause 15.3.

      1. Notices may be given, and are deemed received:

        1. by hand: on receipt of a signature at the time of delivery;
        2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
        3. by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and
        4. by email provided confirmation is sent by first class post: on receipt of a read receipt email from the correct address.

      1. Notices shall be sent to:

        1. MillGens, for the attention of Chief Executive Officer at: MillGens Limited, 41 Dover Street, London, England, W1S 4NS,  michael@millgens.com; and
        2. In the case of the Principal, at the correspondence address first entered into MillGens’ online application.

      1. Any change to the contact details of a party as set out in clause 15.3 shall be notified to the other party in accordance with clause 15.1 and shall be effective:

        1. on the date specified in the notice as being the date of such change; or
        2. if no date is so specified, five Business Days after the notice is deemed to be received.

      1. All references to time are to the local time at the place of deemed receipt.

      1. This clause 15 does not apply to notices given in legal proceedings or arbitration.

    1. Announcements

      1. Subject to clause 16.2, no announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party.

      1. If a party is required to make an announcement or other public disclosure concerning this Agreement or any of the matters contained in it by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction, it may do so provided it notifies the other party as soon as is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure and takes into account all reasonable requirements of the other party as to its form and content and the manner of its release, so far as is reasonably practicable.

    1. Force majeure

      1. In this clause 17, Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement.

      1. A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

        1. promptly notifies the other party of the Force Majeure event and its expected duration; and
        2. uses reasonable endeavours to minimise the effects of that event and resumes performance of its obligations as soon as is reasonably possible.

      1. If, due to Force Majeure, a party:

        1. Is unable to perform a material obligation; or
        2. Is delayed in or prevented from performing its obligations for a continuous period of more than 30 Business Days,

    the other party may terminate this Agreement on not less than four weeks’ written notice.

    1. Further assurance
    1. Each party shall at the reasonable request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
    1. Variation
    1. No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
    1. Assignment

    Neither party may not assign, sub-contract or encumber any right or obligation under this Agreement, in whole or in part, without the other party’s prior written consent, not to be unreasonable withheld or delayed.

    1. Set off

    Any amount that the Principal owes to MillGens under this Agreement or otherwise, whether now or at any time in the future, whether it is liquidated or not and whether it is actual or contingent, may be set off from any amount due to the Principal by MillGens under this Agreement. Any exercise by MillGens of its rights under this clause 21 shall not prejudice any other right or remedy available to it, whether under this Agreement or otherwise.

    1. No partnership
    1. The parties are independent businesses and are not partners or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. The parties are only principal and agent to the extent and in respect of the matters expressly set out in this Agreement. Save as expressly provided for in this Agreement, none of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
    1. Equitable relief
    1. Each party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
    1. Severance

      1. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

      1. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.


    1. Waiver

      1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

      1. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

      1. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.


    1. Compliance with law
    1. Each party shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its obligations under this Agreement, its employees, agents and representatives, shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement provided that neither party shall be liable for breach of this clause 28 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).

    1. Costs and expenses
    1. Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
    1. Language

    The language of this Agreement is English. All documents, notices, waivers, variations and other written communications relating to this Agreement shall be in English. If this Agreement and any document relating to it is translated, the English version shall prevail.


    1. Third party rights

    Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.

    1. Governing law & Jurisdiction

      1. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
      2. Subject to clause 13, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

    Definitions and interpretation

    In this Agreement, unless otherwise provided:

      • Agreement means the main body of these Partner General Terms and the MillGens online application and the Sales Contract, (including their schedules and appendices), as each may be amended from time to time in accordance with their terms;
      • Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
      • Business Day means a day other than a Saturday, Sunday or public or bank holiday when clearing banks are open for non-automated commercial business in the City of London;
      • Commencement Date means the date of this Agreement;
      • Confidential Information means any information of a party that the other party has or acquires that is confidential in nature concerning the other party including, all knowhow, trade secrets, financial, commercial, technical, tactical or strategic information of any kind, information relating to its business, affairs, plans, customers, clients, suppliers and services;
      • Customer means any person, including a MillGens Member, with whom the Principal enters into a contract for the sale and supply of their Services via the MillGens MarketPlace or otherwise;
      • Data Protection Law means means the General Data Protection Regulation (Regulation (EU) 2016/679, the Data Protection Act 2018, the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003 any other applicable law relating to the processing, privacy and/or use of personal data;
      • Force Majeure has the meaning given in clause 17;

    Intellectual Property means copyright, rights related to copyright such as moral rights and performers rights, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, database rights, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;

    Licensed Intellectual Property Rights means the Intellectual Property contained in or relating to the Works;

      • Local Laws means all laws, regulations and codes which are applicable to the promotion, marketing, sale and supply of the Services in any relevant geographical area;
      • MillGens’ Intellectual Property has the meaning given in clause 8.2;
      • MillGens Member means a private individual who has subscribed to one of the membership packages offered by MillGens; 
      • MillGens MarketPlace means the online e-commerce platform owned and operated by MillGens at www.millgens.com/marketplace;
      • Net Sale Price means the actual price charged to Customers for the Services excluding (where applicable): (a) VAT; (b) duties or similar government levies; (c) insurance; and (d) normal discounts or rebates actually given;
      • Partner Package means the relevant marketing plan signed up to by the Principal relating to the marketing of the Services, attached as Schedule 1;
      • Personal Data has the meaning in Data Protection Laws;
      • Principal’s Intellectual Property has the meaning given in clause 8.1;
      • Sales Contract has the meaning given in clause 2.2; 
      • Services means the goods and/or services supplied by the Principal to a Customer;
      • Term has the meaning given in clause 2.1;
      • Terms of Sale means the Principal’s terms and conditions for the Services, as amended or updated by the Principal from time to time;
      • VAT means value added tax as defined in the Value Added Tax Act 1994 and any equivalent or similar tax; 
      • Works shall have the meaning given in clause 8.1; and

    Year means a period of 12 consecutive months beginning on the Commencement Date and each successive 12-month period.

    • a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
    • a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
    • a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
    • a reference to a gender includes each other gender;
    • words in the singular include the plural and vice versa;
    • any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
    • a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (excluding email);
    • a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement;
    • a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
    • a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

    Schedule 1