1 ABOUT US
1.1 Company details. ONE TRIBE GLOBAL LIMITED (company 11928700) (“One Tribe ”) is a company registered in England and Wales and our registered office is on First Floor Eastgate 2 Castle Street, Castlefield, Manchester, England, M3 4LZ. Our VAT number is GB 325 6640 05. We operate the website onetribeglobal.com.
1.2 Contacting us. To contact us email firstname.lastname@example.org
One Tribe may make changes to these terms and conditions from time to time. Such changes will take effect 30 days after that date on which One Tribe notifies you that the terms and conditions are changing.
(A) Provider has developed a software platform that it wishes to make available as a service to Customer for the benefit of Users via the internet.
(B) Users will be able to utilise the platform by interacting with it remotely via the internet.
(C) The use of the Services by Users is intended to facilitate the donation of monies by the Customer to the Charity(ies) (as defined below) from time to time, and the Provider has agreed to facilitate the payment of such donations as prescribed herein.
(D) Provider wishes to provide the Services and Customer wishes to receive the benefit of the Services on these Conditions.
2.1 By Clicking to accept these Conditions, you confirm your acceptance of them, and a contract is created between One Tribe and you (the “Contract”).
3 Definitions and interpretation
3.1 Words shall have the meanings given to them in these Conditions, including without limitation as set out below:
|Associate||1 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;|
|Bank||2 has the meaning set out in Clause 6.1;|
|Business Day||3 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;|
|Cessation Notice||4 has the meaning set out in Clause 8.4;|
|Charity||5 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;|
|Conditions||6 means these terms and conditions (including Schedule 1) as amended from time to time by One Tribe;|
|Confidential Information||7 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:7(a) identified as confidential at the time of disclosure; or7(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure;8 but excluding Customer Data.|
9 A Contribution must:
|Contribution||11 has the meaning set out in Clause 5.6;|
|Control||12 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;|
|Client, you||13 means the person or entity who purchases Services from One Tribe pursuant to the Contract;|
|Client Marks||14 the Client marks notified to One Tribe by the Client by notice in writing to One Tribe from time to time;|
|Customer(s)||15 means an individual 3rd party customer of the Client who views or clicks on materials provided by One Tribe;|
|Customer Data||16 means any data collected by One Tribe in the provision of the Services relating to, or provided by, a Customer;|
|Customer Report||17 has the meaning set out in Paragraph 2.1.1 of Schedule 1; and,|
|Data Controller||18 means data controller as defined in the Data Protection Legislation;|
|Data Protection Legislation||19 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);|
|Donation||20 means any monetary donation made by the Client to the Charity pursuant to any Order placed under the Contract;|
|Escrow Account||21 has the meaning set out in Clause 6.1;|
|Force Majeure||22 has the meaning set out in Clause 15;|
|Intellectual Property Rights||23 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:23(a) whether registered or not,23(b) including any applications to protect or register such rights,23(c) including all renewals and extensions of such rights or applications,23(d) whether vested, contingent or future and23(e) wherever existing;|
|Insolvency Event||24 means an event where a party is unable to pay its debts (within the meaning of section 23 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;|
|Losses||25 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;|
|Order||26 any order for Tribe Pixel or Tribe Protect & Engage made via One Tribe’s website;|
|Personal Data||27 means personal data as defined in the Data Protection Legislation and shall include, where applicable, personal data contained within the Client Data;|
|One Tribe IPR Claim||28 has the meaning set out in clause 10 (One Tribe Intellectual Property Rights and indemnity);|
|One Tribe Fees||29 means the fees prescribed on One Tribe website from time to time payable by you in connection with the provision of the Services;|
|Reports||31 means the Client Analytics Report, Climate Impact Report;|
|Services||32 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;|
|VAT||33 means United Kingdom value added tax and any equivalent or similar tax imposed outside the United Kingdom.|
In these Conditions, unless the context otherwise requires:
3.2.1 the singular includes the plural and vice versa;
3.2.2 references to subclauses, clauses, or Schedules (if any) are to subclauses, clauses, or Schedules of these Conditions;
3.23 references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
3.24 any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
3.2.5 clause headings do not affect the interpretation of these Conditions;
3.2.6 the Schedule forms part of these Conditions and the Contract, band shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions or the Contract includes the Schedules; and,
3.2.7 a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
4 Basis of Contract
4.1 An Order constitutes an offer by you to purchase Services in accordance with these Conditions.
4.2 An Order shall only be deemed to be accepted when One Tribe acknowledges acceptance of the Order via email, at which point and on which date the Order shall become effective.
4.3 These Conditions apply in relation to all Orders to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4.4 Please follow the onscreen prompts to place your Order. You may only submit an Order using the method set out on the site.
4.5 You are responsible for ensuring that any Order is complete and accurate.
4.6 Once you have placed an Order, you may not cancel the Order.
5.1 In consideration of the payment of the One Tribe Fees, One Tribe shall:
5.1.1 provide the Services to Client for the benefit of Client and the Customers with effect from the Commencement Date in accordance with these Conditions;
5.1.2 comply with the requirements of Schedule 1 in performing its obligations under these Conditions;
5.1.3 ensure that the Services are provided with reasonable skill and care.
5.2 One Tribe will make the Reports available to you in accordance with Schedule 1.
5.3 You may update any of your content on the platform from time to time. One Tribe will ensure that any updated content is uploaded to the Services platform within 5 Business Days of receipt of such updated content from you.
5.4 Except to the extent such activities are expressly agreed between you and One Tribe :
5.4.1 you have no right to copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Services and/or Applications;
5.4.2 your right to benefit from the Services does not permit you to use the Services to provide outsourced services to third parties or make it available to any third party or allow or permit a third party to do so;
5.4.3 your right to benefit from the Services does not permit you to combine, merge or otherwise permit the Services or the platform (or any part of them) to become incorporated in any other program, nor arrange or create derivative works based on it;
5.4.4 your right to benefit from the Services does not permit you to attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
5.4.5 your right to benefit from the Services does not permit you to observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Services, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
5.5 One Tribe reserves the right to monitor usage by you and all Customers during the term of the Contract for the purpose of (among others) ensuring compliance with these Conditions.
5.6 The Content Standards apply to any and all material which you contribute to the Services (“Contribution”), and to any interactive services associated with the Services.
5.7 One Tribe will determine, in its discretion, whether any Contribution breaches the Content Standards.
5.8 In case of unauthorised use of the Services, or breach of Clause 5.6 by you, One Tribe reserves the right to suspend access to the Services by you or any Customer.
5.9 In case of unauthorised use of the Services, or breach, by a Customer, of any user terms established by One Tribe from time to time, One Tribe reserves the right to suspend access to the Services and/or Applications by any Customer.
6.1 One Tribe shall, within 30 Business Days following receipt of any Donation from you made pursuant to an Order, pay such Donation into an escrow bank account (“Escrow Account“) opened in the name of One Tribe with such bank as notified to you from time to time (“Bank“).
6.2 Once a Donation has been paid by One Tribe into the Escrow Account, such Donation shall be the property of the Charity, and you shall have no further rights to the Donation. Any interest accruing on amounts from time to time held in the Escrow Account shall belong to the Charity.
6.3 One Tribe shall:
6.3.1 hold the funds in the Escrow Account as stakeholder on behalf of the Charity for the purposes and on the terms set out in these Conditions;
6.3.2 transfer or otherwise deal with the funds in the Escrow Account only in accordance with the these Conditions.
6.4 You acknowledge that:
6.4.1 any Donation paid to the Charity by One Tribe in connection with any Order placed by you shall be treated as a donation by you to the Charity;
6.4.2 any Donation made by One Tribe to the Charity on your behalf is separate to any Services purchased by you from One Tribe;
6.4.3 no VAT invoice will be issued by One Tribe in respect of any Donation.
7 One Tribe Fees and payment
7.1 You shall pay One Tribe the relevant One Tribe Fees in connection with the provision of the Services as set out in each relevant Order confirmation.
7.2 All One Tribe Fees due under the Contract are exclusive of VAT, sales or other tax applicable which shall be paid in addition by you at the rate and in the manner for the time being prescribed by law.
7.3 One Tribe shall send confirmation of payment to you for One Tribe Fees following receipt of payment.
7.4 One Tribe Fees may change from time to time, but changes will not affect any Order that you have already placed
To ensure that One Tribe and it’s members are not falsely advertising, green washing or offering misleading statements in any way whilst a member of One Tribe, One Tribe is obligated to ensure that it’s members are reguarly donating towards tree protection whilst holding a membership with the organisation.
8.1 Subject to clause 8.3, One Tribe shall, within 30 days of receipt, instruct the Bank to pay all Donations then in the Escrow Account to the Charity.
8.2 Notwithstanding the foregoing clause 8.1, One Tribe shall not be liable or responsible for:
8.2.1 any delay or failure on the part of the Bank or any third party in receiving or executing any instructions sent by One Tribe ;
8.2.2 any loss or damage suffered by any person in connection with any fraud, negligence, default or other act or omission on the part of the Bank or (except to the extent directly resulting from the fraud or wilful default of One Tribe or its directors, servants or agents) any other person; or
8.2.3 any loss or damage suffered by any person as a result of the insolvency, bankruptcy, winding-up, administration, reorganisation or any analogous event in the United Kingdom or any other jurisdiction relating to the Bank or any other person.
8.3 One Tribe shall not be obliged to make (or to instruct the Bank to make) any payment from the Escrow Account except out of immediately available cleared funds which have been irrevocably credited to and are standing to the credit of the Escrow Account, nor shall it be required to take any other action to the extent that such action (if taken) would leave a debit balance in the Escrow Account.
8.4 The you may on written notice to One Tribe at any time, request an alternative Charity to which it wants Donations to be made, and/or One Tribe may, on reasonable grounds, notify you that it no longer wishes to be associated with the Charity and will no longer facilitate the payment of Donations to the Charity (each a “Cessation Notice”).
8.4.1 If either party gives the other a Cessation Notice in accordance with Clause 8.4 above the parties may, by mutual agreement, select an alternative Charity to which further Donations may be made, in which case all references to “Charity” in these Conditions shall thereafter refer to such alternative Charity.
8.5 In the event that a donation cannot be secured in a calendar month via tracked sales or email newsletter sign-ups One Tribe will apply a descretianary fee based on the following criteria
8.5.1 An average median donation value based on the brands prior 3-6 months of donation history
8.5.2 A donation based on the stated donation or sales based donation the team suggested when signing up
8.5.3 A minimum of £10 will be applied per account not tracking, per calendar month
9.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform its obligations under these Conditions.
9.2 One Tribe warrants and represents to you that the receipt of the Services does not infringe the Intellectual Property Rights of any third party.
9.3 One Tribe does not warrant or represent that the Services shall be:
9.3.1 uninterrupted or error free; or
9.3.2 nteroperable with third party software or equipment.
9.4 One Tribe is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.5 Save to the extent set out in this clause 9 (Warranties) or to the extent that any exclusion is prohibited by law, no other representations, warranties or conditions, express or implied, statutory or otherwise (including as to condition, satisfactory quality, performance or fitness for purpose), are given or assumed by One Tribe in respect of the Services, and/or Applications and any such representations, warranties or conditions are hereby excluded.
9.6 Any warranties given by One Tribe shall be subject to you using the Services and/or Applications in compliance with these Conditions, and One Tribe shall not be liable under this clause for, or required to remedy, any problem arising from any defect or error wholly caused by third party software used in connection with the Services and/or Applications.
10 One Tribe Intellectual Property Rights and indemnity
10.1 All Intellectual Property Rights in and to the Services and any Applications shall vest and remain vested in One Tribe.
10.2 One Tribe shall indemnify, and keep you indemnified at all times from and against any and all Losses, which are suffered by, and defend, and hold harmless against any Losses which are brought or threatened against, you, in respect of the use of the Services infringing the Intellectual Property Rights of any third party (“One Tribe IPR Claim”), provided that you:
10.2.1 notify One Tribe in writing setting out full details of any One Tribe IPR Claim of which it has notice as soon as is reasonably possible;
10.2.2 do not make any admission of liability or agree any settlement or compromise of the relevant One Tribe IPR Claim without the prior written consent of One Tribe (which shall not be unreasonably withheld or delayed);
10.2.3 let One Tribe at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant One Tribe IPR Claim; and
10.2.4 at One Tribe ’s request and own expense, gives One Tribe all reasonable assistance in the circumstances described above (including without limitation access at reasonable times (on reasonable prior notice) to any relevant information, assets, accounts, documents and records within your power or control, so as to enable One Tribe and its professional advisers to examine them and to take copies (at One Tribe’s expense) for the purpose of assessing and/or defending and/or settling the One Tribe IPR Claim.
10.3 If any One Tribe IPR Claim is made or is reasonably likely to be made against you, One Tribe may at its own expense either:
10.3.1 procure for you and/or Customers the right to continue using the Services; or
10.3.2 modify or replace the infringing part of the Services and without adversely affecting the functionality of the Services as set out in these Conditions so as to avoid the infringement or alleged infringement.
10.4 In no event shall One Tribe, its employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
10.4.1 a modification of the Services by anyone other than One Tribe; or
10.4.2 your use of the Services in a manner contrary to these Conditions; or
10.4.3 your use of the Services after being notified of the alleged or actual infringement by One Tribe or any appropriate authority.
11 Customer Data and Marketing
11.1 One Tribe does not handle any personally identifiable information for the Client’s Customer.
11.2 Any marketing materials developed by you in relation to the Services must be approved in writing by One Tribe prior to being published. One Tribe will not unreasonably withhold or delay such approval.
11.3 You hereby grant to One Tribe a worldwide, non-exclusive, royalty free licence during the term of the Contract to use the Client Marks to the extent necessary to perform the Services, subject to any restrictions advised by you to One Tribe from time to time.
12 Data Protection
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
12.2 Each party shall provide the other party with reasonable assistance in complying with its obligations under applicable Data Protection Legislation insofar as necessary to facilitate each party’s compliance with each party’s obligations in these Conditions.
13 Confidential Information
13.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under these Conditions.
13.2 Each party undertakes to:
13.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents, professional advisers and contractors (including One Tribe personnel) to whom and to the extent to which such disclosure is necessary for the purposes contemplated under these Conditions; and
13.2.2 to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.
13.3 Each party shall remain responsible and liable for any breach of confidentiality by any 3rd party to whom that party has disclosed the Confidential Information of the other party.
13.4 Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or loss of the other party’s Confidential Information immediately upon becoming aware of the same.
13.5 The provisions of this clause shall not apply to information which:
13.5.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
13.5.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
13.5.3 is independently developed by the recipient, without access to or use of the information disclosed by the disclosing party; or
13.5.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
13.6 The obligations under this clause shall survive the variation, expiry or termination of these Conditions for a period of two years thereafter.
14 Limits on liability
14.1 Subject to the following sub-clauses, in no event shall the aggregate liability of any party to the other party (or any Customers), including liability for breach of contract (including under any indemnity), misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty, warranty, strict liability or any other legal theory howsoever arising, in respect of all Losses arising under the Contract exceed the One Tribe Fees paid by you to One Tribe in the 12 months preceding the claim giving rise to the liability in respect of any and all claims arising under the Contract.
14.2 Subject to clause 14.4, under no circumstances shall either party be liable to the other party (or any Customers) for any of the following types of loss or damage arising under or in relation to the Agreement (whether arising for breach of contract (including under any indemnity), misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty, warranty, strict liability or any other legal theory howsoever arising):
14.2.1 any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or
14.2.2 any indirect or consequential loss or damage whatsoever,
even if that party was aware of the possibility that such loss or damage might be incurred by the other.
14.3 The above limits on liability shall limit the party’s’ liability for any indemnities provided by either party under the Contract including the indemnity under clause 10 (One Tribe Intellectual Property Rights and indemnity).
14.4 Notwithstanding the above, neither party excludes or limits any liability for:
14.4.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees;
14.4.2 fraud, fraudulent misrepresentation or fraudulent concealment;
14.4.3 any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
14.4.4 any other liability to the extent the same cannot be excluded or limited by law.
14.5 Notwithstanding anything to the contrary set out herein, One Tribe does not limit its liability for any misuse or misappropriation of the Donations.
14.6 The parties agree that the limitations on liability in these Conditions are reasonable given their respective commercial positions and ability to purchase relevant insurance in respect of risks under these Conditions.
15 Force Majeure
15.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
15.1.1 acts of God, flood, drought, earthquake or other natural disaster;
15.1.2 epidemic or pandemic;
15.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
15.1.4 nuclear, chemical or biological contamination or sonic boom;
15.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
15.1.6 collapse of buildings, fire, explosion or accident;
15.1.7 any labour or trade dispute, strikes, industrial action or lockouts [(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
15.1.8 non-performance by suppliers or subcontractors; and
15.1.9 interruption or failure of utility service.
15.2 Provided it has complied with clause 15.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Conditions by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of these Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.3 The Affected Party shall:
15.3.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
15.3.2 use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
15.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 90 days, the party not affected by the Force Majeure Event may terminate the Contract by giving 2 weeks’ written notice to the Affected Party.
16 Term and Termination
16.1 These Conditions shall apply from the date they are accepted by you, and shall (subject to earlier termination pursuant to this clause 16) continue to apply to all Orders placed by your from time to time.
16.2 Either party may terminate the Contract on 30 days written notice to the other at any time.
16.3 Either party may, without prejudice to its other rights and remedies, by notice in writing to the other party immediately terminate the Contract if the other:
16.3.1 is in breach of any of its obligations under these Conditions and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
16.3.2 is the subject of an Insolvency Event.
17 OBLIGATIONS ON TERMINATION
17.1 In the event of termination of this Contract for any reason:
17.1.1 the right of you and/or Customers to access the Services provided under these Conditions shall terminate immediately;
17.1.2 One Tribe will direct the Bank to pay to the Charity any of your Donations remaining in the Escrow Account; and
17.1.3 all provisions of these Conditions shall cease to have effect, save for Clauses 6, 8, 10, 11, 12, 13, 14, 22, which shall continue to apply notwithstanding such termination.
18.1 Any notice or other communication given to a party under or in connection with the Agreement (a “Notice”) shall be in writing addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause.
18.2 A Notice shall be deemed to have been received:
18.2.1 if delivered personally: when left at the address referred to in clause 18.1;
18.2.2 by first-class post: two Business Days after posting;
18.2.3 by airmail: seven Business Days after posting; and,
18.2.4 by hand: on delivery.
18.2.5 by email
18.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19 Entire agreement
19 The Contract constitutes the entire agreement between the parties in relation to its subject matter and replaces and extinguishes all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to that subject matter.
19.1 Each party acknowledges that in entering into the Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings or representations which were made by or on behalf of the other party in relation to the subject-matter of the Contract at any time before its signature, other than those which are set out expressly in these Conditions.
19.2 Each party hereby waives all rights and remedies which might otherwise be available to it in relation to any statements or other representations made under clause 19.2, but for clause 19.4.
19.3 Nothing in this clause shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
20.1 In respect of any indemnity given by either party under these Conditions, the party which receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.
20.2 Nothing in these Conditions is intended to or shall (except as expressly provided) be deemed to constitute a partnership, joint venture or create a relationship of principal and agent between the parties for any purpose.
20.3 For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Contract is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
20.4 No party may assign, novate, transfer, subcontract or encumber any right or obligation under these Conditions, in whole or in part, without the other’s prior written consent or except as expressly permitted in these Conditions.
20.5 If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20.6 A waiver of any right under these Conditions is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20.7 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
20.8 All payments under these Conditions will be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction (other than any deduction or withholding of tac as required by law).
20.9 Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to the Contract.
20.10 Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
21.1 If either party has any dispute with the other in connection with these Conditions, then that party will promptly give full written particulars of the dispute to the other party, and the parties will, within seven (7) days of delivery of those particulars, meet and in good faith try to resolve the dispute.
21.2 If the dispute is not resolved within ninety (90) days of written particulars being given to the parties (or any longer period agreed to by the parties) the parties shall consider whether the dispute should be referred to an alternative dispute resolution procedure (including mediation, arbitration or binding expert determination). If the parties do not agree that the dispute should be referred to an alternative dispute resolution within fourteen 14 days of a failure to resolve the dispute in accordance with this clause 21, either party shall be entitled to commence proceedings in court.
21.3 Nothing in this clause shall prejudice the right of either party to:
21.3.1 apply to Court for interim relief to prevent the violation by the other party of any proprietary interest, or any breach of the other party’s obligations which could cause irreparable harm to the first party; or
21.3.2 bring proceedings intended to result in the enforcement of a settlement agreement entered into between the parties in accordance with the foregoing provisions of this clause 21 or otherwise.
22 Governing law and jurisdiction
22.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
23.1 Provision of an online platform allowing Customers to view information about the Charity to which a donation has been made, take part in any questionnaire or survey provided by you from time to time, be able to share and/or “like” the Charity/donation via social media accessible remotely via the internet, which meets the Functionality Requirements.
23.2 Functionality Requirements means a software as a service web based portal that contains the following functionality:
23.2.1 Embeddable tracking feature;
23.2.2 Website Impact dashboard;
23.2.3 Monitoring of account subscriptions;
23.2.4 Client account dashboard;
23.2.5 Downloadable social media content.
23.3 If you choose, or you are provided with, a username, password or any other piece of information in order to create your One Tribe account, you must treat such information as confidential. You must not disclose it to any third party.
23.4 One Tribe has the right to disable any username or password, whether chosen by you or allocated by One Tribe, at any time, if in One Tribe’s reasonable opinion you have failed to comply with any of these Conditions.
23.5 The Client is responsible to query, in writing, any data they feel is incorrect before the end of the month in which the sales and leads were tracked. If not queried before the end fo the month, the resulting fees will be due to be paid in line with this agreement.’
23.6 If you know or suspect that anyone other than you knows your username or password, you must promptly notify One Tribe using the details set out at Clause 1.2 of the Conditions.
24.1 One Tribe will make the Customer Data report available to access via your online account. One Tribe will update the Report on a monthly basis.
24.2 The Transaction Report will contain the following details:
24.2.1 The number of sales or signups tracked via the One Tribe tracking platform
24.2.2 the donations and fees owed to One tribe
24.2.3 any other details agreed between the parties from time to time
25.1 One Tribe will hold the Donations in the Escrow Account and procure payment of Donations to the Charity from such account in accordance with the terms of the Contract.