Marketplace Terms for Approved Partners

1.1 Purpose

BoatMove operates an online marketplace connecting Customers requiring professional boat transport with carefully selected Approved Partners.

BoatMove provides the marketplace.

Approved Partners provide the transport services.

BoatMove does not itself provide transport services unless expressly stated otherwise.

1.2 Our Principles

Everything within the BoatMove Marketplace is guided by five principles:

• Trust
• Professionalism
• Transparency
• Fairness
• Customer Confidence

Approved Partners are expected to support these principles throughout their relationship with BoatMove.

1.3 BoatMove Approved

Approval confirms that BoatMove believes a Partner has demonstrated the standards expected at the time of assessment.

Approval should not be regarded as permanent.

It depends upon continued compliance with these Marketplace Terms and the maintenance of the BoatMove Standard.

2.1 Eligibility

To become an Approved Partner you must:

• successfully complete the BoatMove approval process;
• provide all information reasonably requested;
• maintain appropriate insurance;
• maintain all licences and qualifications required by law;
• agree to these Marketplace Terms;
• enter into the BoatMove Approved Partner Agreement.

BoatMove may refuse any application at its absolute discretion.

Approval is not automatic.

2.2 Maintaining Approval

Approval is an ongoing relationship.

Approved Partners are expected to maintain the standards upon which approval was originally granted.

BoatMove may periodically request updated information including:

• insurance;
• qualifications;
• licences;
• business details;
• contact information.

Failure to provide requested information may result in suspension.

2.3 Business Information

Approved Partners shall ensure that all marketplace information remains accurate.

This includes:

• business name;
• contact details;
• operating locations;
• services offered;
• insurance status;
• qualifications;
• availability.

Customers should always receive accurate information.

2.4 Insurance

Approved Partners shall maintain insurance appropriate to the services they provide throughout their participation in the marketplace.

Evidence of insurance shall be provided upon request.

2.5 Compliance

Approved Partners remain responsible for complying with all legislation, regulations and professional obligations applicable to the services they provide.

BoatMove approval does not replace or reduce these responsibilities.

2.6 Probation

Applications may be approved onto probationary status.

A probationary Approved Partner may quote and take bookings but must complete a minimum number of deliveries (currently three) and maintain an average customer rating of at least 4.2 out of 5 before being confirmed as fully approved.

BoatMove will notify the partner when probation ends. A partner who does not meet these standards may remain on probation, be restricted or be removed.

3.1 Invitation to Quote

BoatMove will invite Approved Partners to quote where it believes they may be suitable for a particular enquiry.

BoatMove is under no obligation to invite every Approved Partner to every enquiry.

Partner selection may consider:

• vessel type;
• transport method;
• location;
• experience;
• specialist capability;
• availability;
• previous performance.

BoatMove seeks to provide Customers with appropriate quotations rather than the greatest number of quotations.

3.2 Responding

Approved Partners should respond promptly to quotation invitations.

Where they are unable to quote they should decline the invitation as soon as reasonably practicable.

Prompt responses improve the customer experience and assist BoatMove in managing enquiries efficiently.

3.3 Availability

Approved Partners should only submit quotations where they genuinely believe they can undertake the work.

Submitting quotations without reasonable availability is inconsistent with the BoatMove Standard.

3.4 Accuracy

Quotations should accurately describe the proposed service.

Customers should understand:

• what is included;
• what is excluded;
• expected timings;
• payment arrangements;
• assumptions.

Ambiguity should be avoided wherever possible.

3.5 Professional Presentation

Quotations should be written professionally.

They should be clear, concise and free from unnecessary jargon.

Professional quotations increase customer confidence in both the Approved Partner and the BoatMove Marketplace.

4.1 General Requirements

Approved Partners are responsible for preparing and submitting their own quotations.

Every quotation submitted through the BoatMove Marketplace shall:

• be accurate;
• be commercially realistic;
• be submitted in good faith;
• comply with these Marketplace Terms;
• clearly describe the proposed service.

Approved Partners are solely responsible for the content of their quotations.

4.2 Pricing

Approved Partners determine their own pricing.

BoatMove does not:

• set prices;
• negotiate prices on behalf of Approved Partners;
• require minimum pricing;
• require maximum pricing.

Approved Partners remain entirely responsible for the commercial terms of their quotations.

4.3 Scope of Service

Each quotation should clearly identify:

• the services included;
• any exclusions;
• assumptions upon which the quotation is based;
• expected collection arrangements;
• expected delivery arrangements;
• any known limitations.

Customers should be able to understand exactly what is being offered.

4.4 Validity

Each quotation should state the period for which it remains valid.

Following expiry, the Approved Partner may revise or withdraw the quotation.

4.5 Changes

Where circumstances change before a booking is confirmed, an Approved Partner may amend or withdraw a quotation.

Any material amendment should be explained clearly to the Customer through the BoatMove Marketplace.

4.6 Quotation Limits & Automatic Withdrawal

Quotations submitted through the marketplace must remain valid for a minimum of 7 days from submission.

Only one quotation per Approved Partner per request may be submitted.

Where a Customer accepts another partner's quotation, all remaining quotations on that request are automatically withdrawn.

5.1 Acceptance

A booking is formed when:

• the Customer accepts the Approved Partner's quotation; and
• the Approved Partner confirms acceptance through the BoatMove Marketplace.

BoatMove will then issue an invoice for the BoatMove Facilitation Fee to the Approved Partner.

5.2 Booking Confirmation

Upon confirmation by both parties through the marketplace, BoatMove shall issue a Booking Confirmation including a unique booking reference.

Approved Partners should not regard a booking as confirmed through the BoatMove Marketplace until the Booking Confirmation has been issued.

5.3 Transport Agreement

The transport service is provided by the Approved Partner.

The contract for the Transport Service is between the Customer and the Approved Partner.

Approved Partners remain responsible for ensuring that appropriate contractual arrangements exist between themselves and the Customer.

Nothing within these Marketplace Terms creates a contract for transport between BoatMove and the Customer.

5.4 Communication

Following Booking Confirmation, Approved Partners should communicate promptly with the Customer regarding arrangements necessary to complete the Transport Service.

Once a booking is confirmed, the Approved Partner may contact the Customer directly by email, telephone or any other means on all technical, operational and administrative matters, and invoices and takes payment from the Customer directly.

Important changes affecting the booking should also be communicated to BoatMove.

5.5 Changes to Bookings

Where changes become necessary, Approved Partners should notify both the Customer and BoatMove as soon as reasonably practicable.

Examples include:

• revised collection dates;
• revised delivery dates;
• changes to the proposed route;
• operational delays;
• significant changes affecting cost.

Customers should not receive unexpected changes without explanation.

5.6 Cancellation

If an Approved Partner becomes unable to undertake a confirmed booking, BoatMove should be informed immediately.

Approved Partners should cooperate fully in seeking an appropriate solution for the Customer.

Repeated cancellations without reasonable justification may affect Approved Partner status.

5.7 Payment of the Facilitation Fee

The facilitation fee invoice is issued after Booking Confirmation, by the method stated on the invoice.

It is payable within 14 days of the earlier of (a) the date the Approved Partner receives payment in full from the Customer, and (b) the date the vessel is collected, loaded for shipment or the delivery begins.

The Approved Partner shall update the booking status on the marketplace when the vessel is collected, loaded or the delivery begins, and shall provide evidence of the Customer payment date on reasonable request.

5.8 Late Payment

BoatMove may charge interest on overdue amounts at 4% per annum above the Bank of England base rate, accruing daily, without prejudice to its statutory rights.

BoatMove may suspend the Approved Partner's access to new opportunities while a fee invoice remains overdue.

5.9 No Set-off or Deduction

The Approved Partner must pay the fee in full without set-off, counterclaim or deduction.

Any dispute with the Customer over the Transport Charges does not entitle the Approved Partner to withhold a fee that has fallen due.

5.10 Cancellation & Refunds

If a confirmed booking is cancelled before the delivery commences and BoatMove has already raised a fee invoice, BoatMove will credit or void that invoice (in whole or in part, reflecting any work already performed and any sums the Approved Partner retains from the Customer).

Where the Approved Partner has already been paid by the Customer for a cancelled or partly performed booking, the fee remains payable on the sums retained.

Where the Approved Partner retains nothing from the Customer, no facilitation fee is payable.

5.11 Customer Payments

The Customer's payment obligations are owed entirely to the Approved Partner.

The Approved Partner must not represent to any Customer that a payment is due to BoatMove.

5.12 Cancellation and the Broker Commission

If a confirmed booking is cancelled before delivery, the Broker Commission ceases to be payable except on sums the Approved Partner keeps from the Customer for work already performed, in which case a proportionate amount remains payable to the Broker.

The Approved Partner must agree any adjustment with the Broker and notify BoatMove so the record can be updated.

Cancelling a booking does not automatically cancel a facilitation fee invoice already raised. Clause 5.10 governs how such invoices are credited or voided. Partners must notify BoatMove of any cancellation so records can be corrected.

6.1 General Standard

Approved Partners are expected to conduct themselves professionally at all times.

This includes interactions with:

• Customers;
• BoatMove employees;
• marinas;
• brokers;
• suppliers;
• other Approved Partners.

Professional conduct is fundamental to participation in the BoatMove Marketplace.

6.2 Customer Care

Approved Partners should treat every Customer courteously and professionally.

Customers should receive:

• honest advice;
• clear communication;
• reasonable updates;
• respectful treatment;
• practical assistance where appropriate.

Customers should never be left feeling ignored or uninformed.

6.3 Safety

Safety shall always take precedence over commercial considerations.

Approved Partners remain responsible for making operational decisions relating to the safe conduct of the Transport Service.

BoatMove will support decisions made in the interests of safety where they are reasonable and professionally justified.

6.4 Compliance

Approved Partners remain responsible for complying with all legislation applicable to the services they provide.

This includes, where relevant:

• maritime legislation;
• road transport legislation;
• customs requirements;
• immigration requirements;
• health and safety legislation;
• environmental requirements.

Approved Partners should not rely on BoatMove to advise on regulatory compliance specific to their operations.

6.5 Reputation

Approved Partners acknowledge that their conduct reflects upon both their own business and the BoatMove Marketplace.

They should therefore seek to maintain the highest standards of professionalism throughout every booking.

7.1 Customer Reviews

Customers may be invited to review completed bookings.

Approved Partners acknowledge that honest customer reviews form an important part of maintaining confidence in the marketplace.

7.2 Responding to Reviews

Approved Partners may respond to reviews submitted through the marketplace.

Responses should remain professional, factual and respectful.

7.3 Complaints

Approved Partners agree to cooperate with any complaint investigation undertaken by BoatMove.

This may include providing:

• booking information;
• correspondence;
• supporting documentation;
• reasonable explanations of events.

Failure to cooperate without reasonable excuse may itself constitute a breach of these Marketplace Terms.

7.4 Continuous Improvement

BoatMove may provide feedback intended to assist Approved Partners in improving their services.

Approved Partners should regard such feedback as part of maintaining a professional relationship with the marketplace.

7.5 Reviews, Moderation & Feedback

Reviews are not published automatically. Every review is held pending BoatMove moderation and is published, or withheld or hidden, at BoatMove's discretion. Only published reviews count towards an Approved Partner's displayed rating and score.

Feedback is two-way. Approved Partners may review Customers and Brokers, including on communication and payment promptness, with those reviews moderated on the same basis.

There is no deadline for a Customer to leave a review of a completed booking.

8.1 Use of the Marketplace

Approved Partners shall use the BoatMove Marketplace honestly, professionally and in accordance with these Marketplace Terms.

The marketplace is intended to facilitate genuine commercial opportunities between Customers and Approved Partners.

Approved Partners shall not use the marketplace for any unlawful, fraudulent or misleading purpose.

Messages sent through the marketplace are automatically screened. Contact details are hidden unless the sender declares an off-platform conversation. Such declarations are logged and reviewed, and BoatMove retains both the original and screened text.

8.2 Maintaining Profile Information

Approved Partners are responsible for ensuring that their marketplace profile remains accurate and up to date.

This includes, where applicable:

• company name;
• trading address;
• contact details;
• operating areas;
• services offered;
• insurance details;
• qualifications;
• certifications;
• website address.

Material changes should be updated promptly.

8.3 Availability

Approved Partners should accurately represent their operational availability.

BoatMove relies upon this information when selecting Partners to receive enquiries.

Repeated acceptance of enquiries where availability does not genuinely exist may affect future participation within the marketplace.

8.4 Use of Customer Information

Customer information supplied through the BoatMove Marketplace shall only be used for the purpose of responding to enquiries and delivering agreed Transport Services.

Approved Partners shall not:

• use customer information for unrelated marketing;
• disclose customer information to third parties without authority;
• retain information longer than reasonably necessary;
• use marketplace information in a manner inconsistent with applicable data protection legislation.

8.5 Marketplace Reputation

Approved Partners shall avoid conduct that is likely to damage the reputation of:

• BoatMove;
• the BoatMove brand;
• other Approved Partners;
• the marketplace generally.

Professional disagreements should be resolved professionally.

9.1 Purpose

Approved Partners acknowledge that BoatMove invests substantial time and resources in developing, promoting and operating the marketplace.

The BoatMove Facilitation Fee represents payment to BoatMove for the Marketplace Services provided in successfully facilitating a booking.

The rate of the BoatMove Facilitation Fee applicable to an Approved Partner is the rate notified to it in writing by BoatMove and shown in its partner account (currently a percentage of the Transport Charges for each confirmed booking, save that for road transport and ship transport bookings it is calculated on the Net Transport Charge declared by the Approved Partner).

9.2 Declaring Net Transport Charges (Road and Ship Transport)

For road transport and ship transport quotations, the Approved Partner must declare an accurate Net Transport Charge.

Only genuine Third-Party Disbursements may be excluded from the Net Transport Charge. BoatMove may request supporting evidence (such as supplier invoices or receipts) to verify these exclusions.

Materially understating the Net Transport Charge is a breach of these Marketplace Terms that may result in a warning, recalculation and re-invoicing of the facilitation fee based on the full Transport Charges, or removal from the marketplace.

9.3 Partner Payment

The BoatMove Facilitation Fee is payable by the Approved Partner directly to BoatMove.

BoatMove will invoice the Approved Partner for the Facilitation Fee, while the Customer pays the Approved Partner the Transport Charges in full.

9.4 Transport Charges

Transport Charges remain entirely separate from the BoatMove Facilitation Fee. For road transport and ship transport, while the fee is based on the declared Net Transport Charge, the Approved Partner may still quote the Customer an all-inclusive price. Furthermore, where a Broker Commission applies, it forms part of the amount invoiced to the Customer.

Approved Partners shall invoice and collect Transport Charges (including any Broker Commission) directly from the Customer in accordance with their own commercial arrangements.

BoatMove does not normally collect, hold or distribute Transport Charges.

9.5 No Authority

Approved Partners shall not:

• represent that they are collecting money on behalf of BoatMove;
• describe the BoatMove Facilitation Fee as an additional charge payable by the Customer;
• make representations inconsistent with the BoatMove commercial model.

However, where a Broker Commission has been agreed, the Approved Partner is authorised (and required) to collect it from the Customer on the Broker's behalf.

9.6 VAT

The BoatMove Facilitation Fee is subject to VAT at the applicable rate, charged in addition to the amount quoted, unless the invoice states otherwise.

9.7 Broker Commission - Introduction

Where a request is introduced by a Broker, the Broker may set a commission of up to 20% of the Approved Partner's quotation total. BoatMove displays the commission and the resulting client total to the Approved Partner before it confirms a booking, and the partner is always told about it whether or not the Broker itemises it for the Customer.

9.8 Broker Commission - Collection

The Broker Commission is charged to the Customer on top of the Transport Charges and is collected by the Approved Partner as part of its own invoice.

9.9 Broker Commission - Payment

The Approved Partner pays the Broker Commission directly to the introducing Broker and not to BoatMove. It becomes payable on Booking Confirmation and is due within 7 days, and the platform records it so both sides can see its status.

9.10 Broker Commission - Status

BoatMove does not collect, hold or guarantee the Broker Commission. It is a separate arrangement between the Approved Partner and the Broker, and any dispute about it is between them. It is separate from and in addition to the BoatMove Facilitation Fee.

9.11 Broker Commission - Acceptance

Confirming a booking on which a Broker Commission is recorded constitutes the Approved Partner's agreement to collect and remit it. An Approved Partner that does not wish to accept the commission must decline or not confirm the booking, rather than confirming and withholding payment.

9.12 Broker Commission - VAT and Invoicing

The Approved Partner is responsible for the correct invoicing and VAT treatment of the Broker Commission element of its own charges.

9.13 Existing Customers (Road and Ship Transport)

No BoatMove Facilitation Fee is payable on a booking with an Existing Customer of a road or ship transport Approved Partner.

To rely on this clause, the Approved Partner must flag the Customer as an Existing Customer on the marketplace before submitting its first quotation to that Customer. BoatMove does not require a list of the Approved Partner's customers.

On request, the Approved Partner shall provide reasonable evidence of its earlier dealings with the Customer, such as an invoice, quotation or email dated before the enquiry. If it cannot do so within 14 days, the BoatMove Facilitation Fee applies.

9.14 Introduced Customers

The marketplace's dated enquiry record is evidence that a Customer was introduced by BoatMove.

The BoatMove Facilitation Fee applies to every Transport Service the Approved Partner carries out for an Introduced Customer, whether booked through the marketplace or directly, for 24 months from the date of introduction. After 24 months the Approved Partner may deal with that Customer directly without any fee.

Bookings for an Introduced Customer's company, family members, captain or agent acting on its behalf count as bookings for that Customer.

9.15 Third-Party Commissions

The BoatMove Facilitation Fee is not reduced by any commission the Approved Partner chooses to pay to a broker or agent of its own. A booking made through the marketplace is introduced by BoatMove. This does not affect a Broker Commission recorded on the marketplace under clauses 9.7 to 9.12.

9.16 Founding Partners

The BoatMove Facilitation Fee for a road or ship transport Founding Partner is 5%.

A Founding Partner's fee rate is fixed for 24 months from the date BoatMove confirms Founding Partner status, provided the Founding Partner remains active on the marketplace (responding to quotation invitations within a reasonable time). After that period, the rate may change only under clause 15.1.

Management Guidance

BoatMove should always remain transparent regarding payments.

Approved Partners should ensure Customers clearly understand:

• that the quoted price is inclusive of BoatMove's facilitation fee (meaning no additional fees are added by BoatMove);
• that the Customer pays the Approved Partner directly for the full Transport Charges;
• when payment is due to the Approved Partner.

10.1 General Principle

The success of the BoatMove Marketplace depends upon trust.

Approved Partners shall act in a manner that protects the integrity of the marketplace and supports fair competition.

10.2 Circumvention

Approved Partners acknowledge that BoatMove invests significant resources in:

• marketing;
• customer acquisition;
• technology;
• Partner approval;
• booking administration;
• marketplace development.

Where BoatMove introduces a Customer to an Approved Partner through the marketplace, the Approved Partner shall not knowingly seek to avoid the BoatMove Facilitation Fee by completing the booking outside the marketplace.

Examples include, but are not limited to:

• encouraging a Customer to cancel a BoatMove booking in order to contract privately;
• requesting that communications move outside the marketplace for the purpose of avoiding the BoatMove Facilitation Fee;
• entering into arrangements designed to conceal bookings originating from BoatMove.

Any attempt to deliberately circumvent the marketplace may constitute a material breach of these Marketplace Terms and the Approved Partner Agreement.

10.3 Honest Dealings

Approved Partners shall not knowingly:

• provide false information;
• misrepresent qualifications;
• misrepresent insurance;
• submit misleading quotations;
• manipulate reviews;
• interfere with another Approved Partner's commercial opportunities.

10.4 Cooperation

Approved Partners are expected to cooperate reasonably with BoatMove in maintaining the integrity of the marketplace.

This includes responding to reasonable requests for information relating to marketplace bookings.

11.1 Monitoring

BoatMove may monitor participation within the marketplace to ensure compliance with these Marketplace Terms.

Monitoring may include:

• quotation response times;
• booking completion;
• customer feedback;
• complaint trends;
• communication standards;
• profile accuracy.

Monitoring is intended to support quality and continuous improvement.

11.2 Requests for Information

BoatMove may request information reasonably necessary to:

• maintain approval;
• investigate complaints;
• verify compliance;
• protect Customers;
• maintain marketplace standards.

Approved Partners should respond within a reasonable period.

11.3 Performance Improvement

Where concerns are identified, BoatMove may provide guidance or recommendations intended to support improvement.

The objective is to maintain high standards across the marketplace.

12.1 Suspension

BoatMove may temporarily suspend an Approved Partner where it reasonably believes that suspension is necessary to:

• protect Customers;
• investigate concerns;
• verify compliance;
• protect the integrity of the marketplace.

Suspension may be applied whilst investigations remain ongoing.

12.2 Removal

BoatMove may remove an Approved Partner from the marketplace where continued participation is considered inconsistent with the interests of the marketplace.

Examples may include:

• serious misconduct;
• fraudulent activity;
• repeated failure to meet marketplace standards;
• loss of required insurance;
• deliberate circumvention;
• serious reputational risk.

12.3 Existing Bookings

Unless otherwise agreed, removal from the marketplace shall not automatically terminate bookings already confirmed between the Approved Partner and Customers.

BoatMove may determine appropriate arrangements for ongoing marketplace administration.

12.4 Termination by an Approved Partner

An Approved Partner may withdraw from the BoatMove Marketplace at any time by providing 30 days' written notice to BoatMove.

Withdrawal does not affect obligations already accrued, including in respect of confirmed bookings and any outstanding BoatMove Facilitation Fees.

12.5 Formal Warnings

BoatMove operates a recorded warning system in which each warning cites the clause of these terms that has been breached, is notified to the Approved Partner by email and must be acknowledged in the partner's account.

A third active warning results in suspension and removal from the marketplace. A warning for a material breach (as identified in clause 12.2) may result in immediate removal without prior warnings.

Warnings may be revoked by BoatMove on review, in which case any status change made because of them is reversed. Each warning records the version of these terms in force when it was issued.

13.1 Confidential Information

In the course of participating in the BoatMove Marketplace, Approved Partners may receive information that is confidential to BoatMove, to Customers, or to other Approved Partners.

This may include business information, pricing, customer details, booking data, and marketplace performance information not otherwise publicly available.

13.2 Use of Confidential Information

Approved Partners shall use confidential information only for the purpose of participating in the BoatMove Marketplace and fulfilling confirmed bookings.

Confidential information shall not be used for any other commercial purpose, nor disclosed to third parties, without appropriate authority.

13.3 Customer Information

Customer information is addressed specifically at clause 8.4 and remains subject to those requirements in addition to this Part.

13.4 Duration

This obligation continues to apply after an Approved Partner ceases to participate in the BoatMove Marketplace, for as long as the information remains confidential.

13.5 Permitted Disclosure

Nothing in this Part prevents disclosure required by law, by a regulatory authority, or with the prior written consent of the party to whom the information relates.

13.6 Mutual Confidentiality

BoatMove shall likewise treat information relating to an Approved Partner's business, pricing and operations as confidential, and shall use it only for the purpose of operating the BoatMove Marketplace, save where disclosure is required by law or with the Approved Partner's consent.

13.7 No Sharing with Other Partners or Affiliates

BoatMove shall never disclose an Approved Partner's pricing, quotations, margins, customer information, booking volumes or performance and rating data to any other Approved Partner, or to any company connected with BoatMove or its directors, and shall not use that information for the benefit of any of them.

An Approved Partner's quotation and profile are shown to the Customer who requested the quotation, and not to other Approved Partners. BoatMove may publish anonymised, aggregated statistics from which no individual Approved Partner can be identified.

13.8 Connected Company Disclosure

BoatMove's director is also a director of Hornblower Yachting, a sea delivery company that delivers boats under their own power with a skipper and crew. Hornblower Yachting does not provide ship or road transport.

Where Hornblower Yachting quotes through the marketplace, it does so as an ordinary Approved Partner, on the same terms and with no access to any other Approved Partner's information.

14.1 Limitation of Liability

Except in respect of death, personal injury caused by negligence, fraud, a breach of Part 13 (Confidentiality), or BoatMove Facilitation Fees due, and to the extent permitted by law, neither party's total liability to the other arising out of or in connection with these Marketplace Terms (including under clause 14.2) shall exceed the total BoatMove Facilitation Fees paid or payable by the relevant Approved Partner in the twelve (12) months preceding the event giving rise to the claim.

Neither party shall be liable for any indirect or consequential loss, including loss of profit, loss of business or loss of reputation.

14.2 Mutual Indemnity

Each party shall indemnify the other against claims by a Customer or other third party, and the resulting losses, costs and expenses, to the extent caused by:

• its breach of these Marketplace Terms;
• its negligence or wilful misconduct (for the Approved Partner, including in carrying out a Transport Service; for BoatMove, including in operating the marketplace); or
• its breach of applicable law or regulation, including data protection law.

A party seeking an indemnity shall notify the other promptly, allow it to conduct the claim, and not settle the claim without its consent (not to be unreasonably withheld). Clause 14.1 applies to this clause.

14.3 Transport Liability and Insurance

Liability for loss of or damage to a vessel during a Transport Service rests with the Approved Partner under its own contract with the Customer. BoatMove is not a carrier and accepts no liability for the transport.

The Approved Partner shall hold insurance appropriate to its services, including carrier's, haulier's or delivery liability and public liability cover, and provide evidence on request.

15.1 Changes to these Marketplace Terms

BoatMove may amend these Marketplace Terms from time to time to reflect:

• operational improvements;
• legal developments;
• changes to the marketplace;
• technological developments.

BoatMove shall give Approved Partners at least 60 days' written notice by email of any material change, including any change to the BoatMove Facilitation Fee. Changes that only benefit Approved Partners may take effect sooner.

No change applies to a booking confirmed before the change takes effect.

An Approved Partner may leave the marketplace without cost or penalty by giving written notice at any time before a material change takes effect. Fees on bookings already confirmed, and clause 9.14, continue to apply.

Where a change is required by law, BoatMove may give shorter notice, and will give as much notice as is reasonably possible.

Otherwise, continued use of the marketplace following the effective date of updated Marketplace Terms constitutes acceptance of those changes.

15.2 Relationship with Other Agreements

Where BoatMove and an Approved Partner have signed a separate written agreement, that agreement prevails over these terms to the extent of any inconsistency.

In the absence of such an agreement, these Marketplace Terms are the operative terms.

15.3 Notices

Official notices relating to marketplace participation may be provided electronically using the contact details maintained within the Approved Partner's marketplace profile.

Approved Partners are responsible for ensuring those details remain current.

15.4 Governing Law

These Marketplace Terms shall be governed by the laws of England and Wales.

Any dispute arising from these Marketplace Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, unless mandatory law requires otherwise.

Before commencing court proceedings, the parties shall first seek to resolve any dispute in good faith through senior management discussion or mediation under a recognised ADR scheme, save where a party requires urgent injunctive relief.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Marketplace Terms to the extent caused by circumstances beyond its reasonable control, including severe weather, strikes, port or border closures, and governmental restrictions.

15.6 Intellectual Property / Use of the BoatMove Brand

BoatMove grants Approved Partners a limited, non-exclusive, revocable licence to use the BoatMove name and logo solely for the purpose of identifying their participation in the BoatMove Marketplace, in accordance with any brand guidelines issued by BoatMove.

This licence terminates automatically upon suspension or removal from the marketplace, at which point the Approved Partner shall cease all use of BoatMove's name, logo and marks.

15.7 Data Protection

Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in respect of any personal data processed under these Marketplace Terms.

As between BoatMove and the Approved Partner, BoatMove acts as controller in respect of Customer data collected via the marketplace, and the Approved Partner acts as an independent controller in respect of its processing of that data to deliver the Transport Service.

15.8 Entire Agreement, Severability & Waiver

These Marketplace Terms, together with the Approved Partner Agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions.

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

No failure or delay by either party in exercising any right shall operate as a waiver of that right.