- means in relation to a party, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with that party from time to time;
- has the meaning set out in Clause 6.1;
- means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;
- has the meaning set out in Clause 8.4;
- the charity(ies) agreed between the parties as amended from time to time (pursuant to Clause 8.4), to which One Tribe will procure Donations are made from time to time in accordance with the terms of these Conditions. The charity agreed between the parties as at the Commencement Date is Rainforest Trust;
- means these terms and conditions (including Schedule 1) as amended from time to time by One Tribe;
- all information whether technical or commercial know-how (including all specifications, inventions, processes, initiatives, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties) given by one party to the other or otherwise obtained by one party relating to the other party’s business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any Associate, person, firm, or organisation associated with that party where the information is:
- identified as confidential at the time of disclosure; or
- ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure;
- but excluding Customer Data.
- A Contribution must:
- Be accurate (where it states facts).
- Be genuinely held (where it states opinions).
- Comply with the law applicable in England and Wales and in any country from which it is posted.
- A Contribution must not:
- Be defamatory of any person.
- Be obscene, offensive, hateful or inflammatory.
- Bully, insult, intimidate or humiliate.
- Promote sexually explicit material.
- Include child sexual abuse material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trade mark of any other person.
- Be likely to deceive any person.
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal activity.
- Be in contempt of court.
- Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person.
- Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
- has the meaning set out in Clause 5.6;
- means that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors, and Controls and Controlled shall be interpreted accordingly;
- means the person or entity who purchases Services from One Tribe pursuant to the Contract;
- the Client marks notified to One Tribe by the Client by notice in writing to One Tribe from time to time;
- means an individual 3rd party customer of the Client who scans a relevant QR Code;
- means any data collected by One Tribe in the provision of the Services relating to, or provided by, a Customer;
- has the meaning set out in Paragraph 2.1.1 of Schedule 1; and,
- means data controller as defined in the Data Protection Legislation;
Data Protection Legislation
- means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
- means any monetary donation made by the Client to the Charity pursuant to any Order placed under the Contract;
- has the meaning set out in Clause 6.1;
- has the meaning set out in Clause 15;
Intellectual Property Rights
- means any and all copyright, know-how, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, rights in computer software, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, utility models, domain names and all similar rights and, in each case:
- whether registered or not,
- including any applications to protect or register such rights,
- including all renewals and extensions of such rights or applications,
- whether vested, contingent or future and
- wherever existing;
- means an event where a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction;
- means all incurred losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties;
- any order for Tribe Pixel or Tribe Protect & Engage made via One Tribe ‘s website;
- means personal data as defined in the Data Protection Legislation and shall include, where applicable, personal data contained within the Customer Data;
One Tribe IPR Claim
- has the meaning set out in clause 10 (One Tribe Intellectual Property Rights and indemnity);
One Tribe Fees
- means the fees prescribed on One Tribe website from time to time payable by you in connection with the provision of the Services;
- the scanable code supplied by One Tribe as part of the Services enabling Customers to interact with the Services;
- means the Customer Analytics Report, Climate Impact Report, Subscriber Report;
- means the services as set out in Schedule 1 (the Services Schedule);
UK Data Protection Legislation
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;
- means United Kingdom value added tax and any equivalent or similar tax imposed outside the United Kingdom.