Terms & Conditions
1.Definitions and interpretation
2.Application of these conditions
10.Indemnity and insurance
11.Limitation of liability
25.No partnership or agency
30.Compliance with law
31.Conflicts within contract
32. General Data Protection Regulation
32.Costs and expenses
33.Third party rights
1. Definitions and interpretation
1.1 in these conditions the following definitions apply:
Affiliate means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity;
Applicable Law means means as applicable and binding on the Customer, the Supplier and/or the Services:
a) Any law, statute, regulation, byelaw or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of;
b) the common law and laws of equity as applicable to the parties from time to time;
c) any binding court order, judgment or decree; or
d) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
Appropriate Safeguards means such legally enforceable mechanism(s) for transfers of Personal Data as may be permitted under Data Protection Laws from time to time;
Bribery laws means us foreign corrupt practices act 1977 (the fcpa), and all other applicable us 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 bank or public holiday;
Conditions means the supplier’s terms and conditions of Supply set out in this document;
Confidential information means all and any information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, products, affairs and finances of the supplier for the time being confidential to the supplier and trade secrets including, without limitation, technical data and know-how relating to the business of the supplier or any of its suppliers, clients, customers, agents, distributors, shareholders or management developed, received or obtained in connection with his supplied service, whether or not such information is marked confidential.
Chapter: a four to six week period in any of the supplier’s 28 locations listed on the supplier’s website, and from time to time updated.
Content: means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your content" means content that you submit or transmit to, through, or in connection with the site, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User content" means content that users submit or transmit to, through, or in connection with the site.
Contract means the agreement between the supplier and The customer for the supply of services incorporating These conditions and the order. Contract can also be referred to as terms and conditions
Company means WiFi Tribe CO., a delaware registered Corporation with employer identification number 37-1836975
Customer means the person who purchases the services from the company and whose details are provided by him/her when registering from the services;
Data Controller has the meaning given to that term (or to the term ‘controller’) in Data Protection Laws;
Data Processor has the meaning given to that term (or to the term ‘processor’) in Data Protection Laws;
Data Protection Laws means as applicable and binding on the Customer, the Supplier and/or the Services:
(a) in the United Kingdom:
(i) the Data Protection Act 1998 and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive); and/or
(ii) the GDPR, and/or any corresponding or equivalent national laws or regulations;
(b) in member states of the European Union: the Data Protection Directive or the GDPR, once applicable, and all relevant member state laws or regulations giving effect to or corresponding with any of them; and
(c) any Applicable Laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;
Data Protection Losses means all liabilities, including all:
(a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage); and
(b) to the extent permitted by Applicable Law:
(i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority;
(ii) compensation which is ordered by a Supervisory Authority to be paid to a Data Subject; and
(iii) the reasonable costs of compliance with investigations by a Supervisory Authority
Data Subject has the meaning given to that term in Data Protection Laws;
Data Subject Request means a request made by a Data Subject to exercise any rights of Data Subjects under Data Protection Laws;
Force majeure means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the contract including an act of god, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the supplier’s or its suppliers’ workforce, but excluding the customer’s inability to pay or circumstances resulting in the customer’s inability to pay;
GDPR means the General Data Protection Regulation (EU) 2016/679;
GDPR Date means from when the GDPR applies on 25 May 2018;
Intellectual property rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, 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;
(e) to which the relevant party is or may be entitled, and;
(f) in whichever part of the world existing;
International Organisation means an organisation and its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries;
Location means the addresses for the chapters;
Order means the order for the services from the supplier placed by the customer in substantially the same form as set out in the customer's order form;
Parties "You" and "Your" refer to you, as a prospective or actual customer, member, affiliate. "We," "Us," and "Our" refer to WiFi Tribe.
Personal Data has the meaning given to that term in Data Protection Laws;
Personal Data Breach means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Protected Data
Price has the meaning set out in section 5 and is specified on our website
Processing has the meanings given to that term in Data Protection Laws (and related terms such as process have corresponding meanings);
Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under this Agreement;
Processing Instructions has the meaning given to that term in clause 2.1.1;
Services means the services set out in schedule 1.1 and to be performed by the supplier for the customer;
Social Media means any social media platforms such as, but not limited to, Facebook.com, Twitter.com, Instagram.com, Pinterest.com, Reddit.com, Tumblr.com, Linkedin.com.
Specific interpretive provision(s) In clauses 32.1 to 32.11 (inclusive) this Agreement:
(a) references to any Applicable Laws (including to the Data Protection Laws and each of
them) and to terms defined in such Applicable Laws shall be replaced with or incorporate
(as the case may be) references to any Applicable Laws replacing, amending, extending,
re-enacting or consolidating such Applicable Law (including the GDPR and any new
Data Protection Laws from time to time) and the equivalent terms defined in such
Applicable Laws, once in force and applicable; and
(b) a reference to a law includes all subordinate legislation made under that law.
Sub-Processor means another Data Processor engaged by the Supplier for carrying out processing activities in respect of the Protected Data on behalf of the Customer;
Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.
Supplier means: wifi tribe co., a delaware registered corporation with employer identification number 37-1836975.
1.2 in these conditions, unless the context requires otherwise:
1.2.1 any clause, schedule or other headings in these conditions is included for
convenience only and shall have no effect on the interpretation of the conditions;
1.2.2 a reference to a ‘party’ includes that party’s personal representatives,
successors and permitted assigns;
1.2.3 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;
1.2.4 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5 a reference to a gender includes each other gender;
1.2.6 words in the singular include the plural and vice versa;
1.2.7 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;
1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
1.2.9 a reference to legislation is a reference to that legislation as in force at the date of the contract or 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 the contract; and
1.2.10 a reference to legislation includes all subordinate legislation made as at the date of the contract or from time to time under that legislation.
2 Changes to the terms of service
We may modify the terms from time to time. The most current version of these terms will be sent to our registered members. You understand and agree that WiFi Tribe’s services are governed by the terms effective at the time of your sign-up. If we make material changes to these terms, we will notify you by email or by posting a notice on the site prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these terms on a regular basis as revised versions will be binding. Any such modification will be effective upon our posting of new terms. You understand and agree that your continued access to or use of the site after the effective date of modifications to the terms indicates your acceptance of the modifications.
We may translate these terms into other languages for your convenience. Nevertheless, the english version governs your relationship with wifi tribe, and any inconsistencies among thedifferent versions will be resolved in favor of the english version.
4 Application of these conditions
4.1 these conditions apply to and form part of the contract between the supplier and the customer. They supersede any previously issued terms and conditions of purchase or supply.
4.2 the body signing on behalf of the customer must be 18 years or older and have the requisite power and authority to enter into these terms. You may not access or use our services if we have previously banned you from the site or closed your account.
4.3 no other contract endorsed on, delivered with, or contained in the customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the contract except to the extent that the supplier otherwise agrees in writing.
4.4 no variation of these conditions or to an order or to the contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the supplier.
4.5 each order by the customer to the supplier shall be an offer to purchase services subject to these conditions.
4.6 an order may be withdrawn or amended by the customer at any time before acceptance by the supplier. If the supplier is unable to accept an order, it shall notify the customer as soon as reasonably practicable.
4.7 the offer constituted by an order shall remain in effect and be capable of being accepted by the supplier for 30 business days from the date on which the customer submitted the order, after which time it shall automatically lapse and be withdrawn or until withdrawn by the customer giving notice to the supplier after the expiry of 30 business days from the date on which the customer submitted the order.
4.8 the supplier may accept or reject an order at its discretion. An order shall not be accepted, and no binding obligation to supply any services shall arise, until the earlier of:
4.8.1 the supplier’s written acceptance of the order; or
4.8.2 the supplier performing the services or notifying the customer that they are ready to be performed (as the case may be).
4.9 rejection by the supplier of an order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the customer.
4.10 the supplier may issue quotations to the customer from time to time. Quotations are invitations to treat only. They are not an offer to supply services and are incapable of being accepted by the customer.
4.11 marketing and other promotional material relating to the services are illustrative only and do not form part of the contract.
5.1 the price for the services shall be as set out in the order, and specified on our website or, in default of such provision, shall be calculated in accordance with the supplier's scale of charges, from time to time in force, or as advertised by the supplier before the date of the order is made.
5.2 the prices are exclusive of food, drinks, transport, activities, coworking spaces
5.3.1 describe things in the services which are not included
5.4 the supplier may increase the prices at any time by giving the customer not less than 30 business days’ notice in writing provided that the increase does not exceed 30% of the prices in effect immediately prior to the increase.
5.5 notwithstanding clause 3.3, the supplier may increase the prices with immediate
effect by written notice to the customer where there is an increase in the direct cost to the
supplier of supplying the relevant services which exceeds 50% and which is due to any
factor beyond the control of the supplier.
5.6 notwithstanding clause 3.4 the supplier may increase the prices with immediate effect by written notice to the customer to reflect inflationary, tax or foreign exchange fluctuations and changes.
6.1 the supplier shall invoice the customer for the services at any time before and after performance of the services.
6.2 the customer shall pay all invoices:
6.2.1 in full without deduction or set-off, in cleared funds within 5 days [insert days] of the date of each invoice; and
6.2.2 to the bank account or payment platform nominated by the supplier.
6.3 time of payment is of the essence. Where sums due under these conditions are not
paid in full by the due date:
6.3.1 the supplier may, without limiting its other rights, charge interest on such sums at 4% a month above the USD libor from time to time in force, and
6.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
7 Credit limit
7.1 the supplier may set and vary credit limits from time to time and withhold all further supplies if the customer exceeds such credit limit.
8.1 an order shall specify whether the services are to be:
8.1.1 performed at the location on the date(s) specified in the order, under the conditions agreed in the order
8.2 the services shall be deemed performed on completion of the performance of the services as specified in the order.
8.3 the supplier may not perform the services in instalments.
8.4 each performance of the services shall be accompanied by a performance note stating:
8.4.1 the date of the order;
8.4.2 the relevant customer and supplier details;
8.4.3 the category, type and quantity of services performed; and
8.4.4 any special instructions.
8.5 the supplier shall not be liable for any delay in or failure of performance caused by:
8.5.1 the customer's failure to: pay in accordance to 5 and 6, and our website in
accordance with the supplier's instructions or as required for performance of the services
or (iii) provide the supplier with adequate instructions for performance or otherwise relating to the services
8.5.2 Force Majeure.
8.5.3 any other commercial reason that would render performance of the service at a particular time, date or location unsafe, unprofitable, and/or unsuitable with the Supplier’s commercial objectives and/or the suppliers expectations.
9.1 the supplier warrants that, throughout the customer’s chapter, the services shall:
9.1.1 conform in all material respects to their description and the specification;
9.1.2 be free from material defects;
9.1.3 be supplied with reasonable care and skill;
9.1.4 be fit for purpose and any purpose held out by the supplier and set out in the order; and
9.2 the customer warrants that it has provided the supplier with all relevant, full and accurate information as to the customer’s business and needs.
9.3 the supplier shall, at its option, remedy, re-perform or refund the services that do not comply with clause 7.1, provided that:
9.3.1 the customer serves a written notice in the form of an electronic mail to email@example.com on the supplier not later than five business days from performance in the case of defects, discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
9.3.2 the customer serves a written notice on the supplier not later than five business days from performance in the case of dissatisfaction with the service provided by the supplier
9.3.3 such notice specifies that some or all of the services do not comply with clause 8.1 and identifies in sufficient detail the nature and extent of the defects; and
9.3.4 the customer gives the supplier a reasonable opportunity to examine the claim of the defective services.
9.4 the provisions of these conditions shall apply to any services that are remedied or re-performed with effect from performance of the remedied or re-performed services.
9.5 except as set out in this clause 8:
9.5.1 the supplier gives no warranties and makes no representations in relation to the services; and
9.5.2 shall have no liability for their failure to comply with the warranty in clause 8.1, and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
9.6 the customer shall be entitled to exercise its rights under clause 7 notwithstanding that the services were not rejected following any initial inspection.
10.1 for the purposes of this clause 8 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the bribery act 2010 and legislation or guidance published under it.
10.2 each party shall comply with applicable bribery laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2.1 all of that party’s personnel;
10.2.2 all others associated with that party; and
10.2.3 all of that party’s subcontractors;
10.3 without limitation to clause 9.2, neither party shall make or receive any bribe or other improper payment, or allow any such to be made or received on its behalf, either in the United States, the EU, the UK or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
10.4 each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 9.
11.1 the customer undertakes, warrants and represents that:
11.1.1 neither the customer nor any of its officers, Employees, agents or subcontractors has:
(a) committed an offence under the trafficking victims protection act 2000 (tvpa);
(b) been notified that it is subject to an investigation relating to an alleged tvpa offence or prosecution under the tvpa; or
(c) is aware if any circumstances within its supply chain that could give rise to an Investigation relating to an alleged tvpa offence or prosecution under the tvpa;
11.1.2 it shall comply with the trafficking victims protection act 2000 and modern slavery policies
11.1.3 it shall notify the supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of customer’s obligations under clause 11.1. Such notice shall set out full details of the circumstances concerning the breach or potential breach of the customer’s obligations.
11.2 any breach of clause 9.1 by the customer shall be deemed a material breach of the contract and shall entitle the supplier to terminate the contract with immediate effect.
12 indemnity and insurance
12.1 the customer shall indemnify, and keep indemnified, the supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the supplier as a result of or in connection with the customer’s breach of any of the customer’s obligations under the terms and conditions.
12.2 the customer shall have in place contracts of insurance with reputable insurers incorporated in his/ her jurisdiction of incorporation to cover its obligations under these conditions. On request, the customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The customer shall on request assign to the supplier the benefit of such insurance.
13 limitation of liability
13.1 the extent of the supplier’s liability under or in connection with the contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
13.2 subject to clauses 13.4 and 13.5, the supplier’s total liability shall not exceed the sum of $100
13.3 subject to clauses 13.5 and 13.6, the supplier shall not be liable for consequential, indirect or special losses.
13.4 subject to clauses 13.5 and 13.6, the supplier shall not be liable for any of the following (whether direct or indirect):
13.4.1 loss of profit;
13.4.2 loss of data;
13.4.3 loss of use;
13.4.4 loss of production;
13.4.5 loss of contract;
13.4.6 loss of employment;
13.4.7 loss of opportunity;
13.4.8 loss of savings, discount or rebate (whether actual or anticipated);
13.4.9 harm to reputation or loss of goodwill.
13.4.10 immigration matters
13.4.11 inoculation, medication and private health matters
13.4.12 loss, accidents, theft, damage to the person, accidental death.
13.4.12 bites, stings, and/or any injury sustained from animals, mammals, insects, snakes, fish, sea creatures, and other live creatures.
13.4.13 acts of God including but not limited to any event that directly and exclusively results from the occurrence of natural causes that could not have been prevented by the exercise of foresight or caution, and is outside of the Supplier’s control. This includes, but is not limited to earthquakes, hurricanes, storms, floods, blizzards, fires, volcanic eruptions, sinkholes, tsunamis, tornadoes, heat waves, droughts.
13.4.14 political revolts including but not limited to coups, overthrows, protests, riots, wars, civil wars, guerilla wars, immigration freezes and sudden changes in immigration policies such as specific bans and quotas.
13.4.15 any other criminal incident not caused, directly or indirectly, by the Supplier or its affiliates, consultants, contractors.
13.4.16 any damages caused to the property such as fires and floods
13.5 the limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the contract.
13.6 notwithstanding any other provision of the contract, the liability of the parties shall not be limited in any way in respect of the following:
13.6.1 death or personal injury caused by negligence;
13.6.2 fraud or fraudulent misrepresentation;
13.6.3 any other losses which cannot be excluded or limited
By applicable law;
13.6.4 any losses caused by wilful misconduct.
14 Intellectual property
14.1 the supplier shall indemnify the customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the services infringes the intellectual property rights of any third party (ipr claim), provided that the supplier shall have no such liability if the customer:
14.1.1 does not notify the supplier in writing setting out full details of any ipr claim of which it has notice as soon as is reasonably possible;
14.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant ipr claim without the prior written consent of the supplier;
14.1.3 does not let the supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the ipr claim at its sole discretion;
14.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the ipr claim;
14.1.5 does not, at the supplier's request, provide the supplier with all reasonable assistance in relation to the ipr claim (at the customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the customer.
14.2 if any ipr claim is made or is reasonably likely to be made, the supplier may at its option:
14.2.1 procure for the customer the right to continue receiving the benefit of the relevant services; or
14.2.2 modify or replace the infringing part of the services so as to avoid the infringement or alleged infringement, provided the services remain in material conformance to their specification.
14.3 the supplier's obligations under clause 14.1 shall not apply to services modified or used by the customer other than in accordance with the contract or the supplier’s instructions. The customer shall indemnify the supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the supplier in connection with any claim arising from such modification or use.
15 Confidentiality and announcements
15.1 the customer shall keep confidential all confidential information of the supplier and shall only use the same as required to perform the contract. The provisions of this clause shall not apply to:
15.1.1 any information which was in the public domain at the date of the contract;
15.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the contract or any related agreement;
15.1.3 any information which is independently developed by the customer without using information supplied by the supplier [or by any affiliate of the supplier]; or
15.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the contract.
15.2 this clause shall remain in force for a period of three years from the date of the contract and, if longer, three years after termination of the contract.
15.3 the customer shall not make any public announcement or disclose any information regarding the contract, except to the extent required by law or regulatory authority.
16 Force majeure
16.1 a party shall not be liable if delayed in or prevented from performing its obligations due to force majeure, provided that it:
16.1.1 promptly notifies the other of the force majeure event and its expecte duration; and
16.1.2 uses best endeavours to minimise the effects of that event.
16.2 if, due to force majeure, a party:
16.2.1 is or shall be unable to perform a material obligation; or
16.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 50 days in any consecutive period of 60 days; the other party may, within 30 days, terminate the contract on immediate notice or the parties shall, within 30 days, renegotiate the contract to achieve, as nearly as possible, the original commercial intent.
17.1 the supplier may terminate the contract or any other contract which it has with the customer at any time by giving notice in writing to the customer if:
17.1.1 the customer commits a material breach of contract and such breach is not remediable;
17.1.2 the customer commits a material breach of the contract which is not remedied within 14 days of receiving written notice of such breach;
17.1.3 the customer has failed to pay any amount due under the contract on the due date and such amount remains unpaid within 30 days after the supplier has given notification that the payment is overdue; or
17.1.4 any consent, licence or authorisation held by the customer is revoked or modified such that the customer is no longer able to comply with its obligations under the contract or receive any benefit to which it is entitled.
17.2 the supplier may terminate the contract at any time by giving notice in writing to the customer if the customer:
17.2.1 significantly alters the nature of its business operations;
17.2.2 is unable to pay its debts either within the meaning;
17.2.3 becomes the subject of a company voluntary arrangement;
17.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
17.2.5 has a resolution passed for its winding up;
17.2.6 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;
17.2.7 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;
17.2.8 has a freezing order made against it;
17.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
17.2.10 is subject to any events or circumstances analogous to those in clauses 17.2.1 to 15.2.9 in any jurisdiction;
17.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 17.2.1 to 17.2.10 including 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.]
17.3 the supplier may terminate the contract any time by giving not less than four weeks’ notice in writing to the customer if the customer undergoes a change of control or if it is realistically anticipated that it shall undergo a change of control within two months.
17.4 the right of the supplier to terminate the contract pursuant to clause 17.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the contract.
17.5 the Supplier may terminate the contract any time with immediate effect if the customer is found to have engaged in;
17.5.1 any drug or narcotic offence prohibited by us law
17.5.2 a felony, wobbler or misdemeanour prohibited by us law
17.5.3 any type, however mild, of verbal, physical, virtual, direct, indirect, sexual, racial, religious, harassment.
17.5.4 any type, however mild, of verbal, physical, virtual, direct, indirect, sexual, racial, religious, assault; unconsented and/or unwanted verbal, physical, virtual, direct, indirect sexual advances, conversations, comments, contact, relationships, activity, practice.
17.5.5 the Supplier reserves all rights, to its discretion, to terminate the contract at any time, and with immediate effect, if the Supplier, its affiliates, consultants, advisors, and members of staff reasonably believe that the customer has displayed or exhibited behaviours, practices, activities, conversations, contact, or relationships that are unsuitable and/or unwanted by the Supplier, its customers, its members of staff, its consultants, or its wider clientele.
17.6 if the supplier becomes aware that any event has occurred, or circumstances exist, which may entitle the customer to terminate the contract under this clause 15, it shall immediately notify the customer in writing.
17.7 termination or expiry of the contract shall not affect any accrued rights and liabilities of the supplier at any time up to the date of termination.
18 Dispute resolution
18.1 any dispute arising between the parties out of or in connection with the contract shall be dealt with in accordance with the provisions of this clause 18.
18.2 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.
18.3 the parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
18.3.1 within 7 days of service of the notice, the disputing parties shall meet to discuss the dispute and attempt to resolve it.
18.4 the specific format for the resolution of the dispute under clause 18.3.1 and, if necessary, clause 18.3.1 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
18.5 either party may issue formal legal proceedings or commence arbitration at any time whether or not the steps referred to in clauses 18.3 have been completed. Or until the parties have completed the steps referred to in clauses 18.3 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.
18.5 any alternative dispute resolution shall not be available for a breach of clause 17.5
19.1 any notice or other communication given by a party under these conditions shall;
19.1.1 be in writing and in english;
19.1.2 be signed by, or on behalf of, the party giving it
19.1.3 be sent by email
19.2 notices may be given, and are deemed received:
19.2.1 by email provided confirmation is sent: on receipt of a delivered receipt email from the correct address.
19.3 any change to the contact details of a party as set out in the contract shall be notified to the other party in accordance with clause 17.1 and shall be effective:
19.3.1 on the date specified in the notice as being the date of such change; or
19.3.2 if no date is so specified, 2 business days after the notice is deemed to be received.
19.4 all references to time are to the local time at the place of deemed receipt.
19.5 this clause does not apply to notices given in legal proceedings or arbitration.
20 Cumulative remedies
The rights and remedies provided in the contract for the supplier only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence of any date or period specified in the contract in relation to the customer’s obligations only.
22 Further assurance
The customer shall at the request of the supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the contract.
23 Entire agreement
23.1 the parties agree that the contract 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.
23.2 each party acknowledges that it has not entered into the contract 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 the contract [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 the contract.
23.3 nothing in these conditions purports to limit or exclude any liability for fraud.
No variation of the contract shall be valid or effective unless it is in writing, refers to the contract and these conditions and is duly signed or executed by, or on behalf of, the supplier.
25.1 the customer may not assign, subcontract or encumber any right or obligation under the contract, in whole or in part, without the supplier’s prior written consent.
25.2 notwithstanding clause 25.1, the customer may not perform any of its obligations and exercise any of its rights granted under the contract through any affiliate.
26 Set off
26.1 the customer shall pay all sums that it owes to the supplier under the contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
27 no partnership or agency
27.1 the parties are independent persons and are not partners, principal and agent or employer and employee and the contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. none of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
28 Equitable relief
28.1 the customer recognises that any breach or threatened breach of the contract may cause the supplier irreparable harm for which damages may not be an adequate remedy. accordingly, in addition to any other remedies and damages available to the supplier, the customer acknowledges and agrees that the supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
29.1 if any provision of the contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the contract shall not be affected.
29.2 if any provision of the contract (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.
30.1 the customer assumes all of the risks of participating in any/all activities associated with events organized by the supplier, including by way of example and not limitation, any risks that may arise from negligence or carelessness on the part of the persons or entities being released, from dangerous or defective equipment or property owned, maintained, or controlled by them, or because of their possible liability without fault.
30.2 the customer certifies that he/she is physically fit, any any associated commercial ventures are sufficiently developed for any forthcoming chapters, and have not been advised to not partake in these chapters by a qualified medical professional, a qualified accountant, or legal adviser.
30.3 the customer certifies that there are no health-related reasons or problems which preclude his/her participation in the chapters.
30.4 the supplier shall be released, and discharged from any and all liability, including but not limited to, liability arising from the negligence or fault of the entities or persons released, for the customer’s death, disability, personal injury, accidents, allergic reactions, food poisoning, attacks, assaults, bites, or any other injury caused by a mammal, monkeys, snake, spider, fish, sea creatures, mite, tick, bug, coconuts, and other insect bites and stings, property damage, property theft, or actions of any kind which may hereafter occur to the customer including traveling to and from the chapters, during and throughout the chapters, and caused by any of the supplier’s directors, officers, employees, volunteers, consultants, members, customers, representatives, and agents. The customer indemnify, hold harmless, and promise not to sue the supplier or persons mentioned in this paragraph from any and all liabilities or claims made as a result of participation in the chapter, or chapters, whether caused by the negligence or otherwise.
30.5 the customer consents to receive medical treatment which may be deemed advisable in the event of injury, accident, and/or illness during the chapters.
30.6 the customer understands that while participating in the chapter, or chapters that, it may be filmed or photographed. The customer further agrees to allow these photos, videos, or films to be used for any legitimate purpose by the Supplier, sponsors, organizers, consultants, members of staff, customers, members and assigns.
30.7 clause 30 shall be construed broadly to provide a release and Waiver to the maximum extent permissible under US law.
31 Record Retention
31.1 the customer acknowledges and agrees that WiFi Tribe, by itself or through an affiliate or agent, may generate, receive, transfer, disclose, retain and process data in relation to the customer, whether confidential or not, either in original format, hard copy or electronic format, within or outside of the state of Delaware, the United States of America and/or in any other jurisdictions whether or not WiFi Tribe has a presence, including jurisdictions which may not have equivalent data protection requirements to the state of Delaware or the United States of America. In this regard, the Customer explicitly consents to the transfer of all data into and out of any such jurisdictions. The customer further acknowledges and agrees that WiFi Tribe may be obliged to retain such data for a period of time after the termination of these terms and conditions and may be requested, required or compelled to disclose such data to third parties
32 General Data Protection Regulation
32.1 Data Processor and Data Controller
a) The parties agree that, for the Protected Data, the Customer shall be the Data Controller and the Supplier shall be the Data Processor.
b) The Supplier shall process Protected Data in compliance with:
i) the obligations of Data Processors under Data Protection Laws in respect of the performance of its obligations under this Agreement; and
ii) the terms of this Agreement.
c) The Supplier shall comply with:
i) all Data Protection Laws in connection with the processing of Protected Data, the Services and the exercise and performance of its respective rights and obligations under this Agreement, including maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws; and
ii) the terms of this Agreement.
d) The Supplier warrants, represents and undertakes, that:
i) all data sourced by the Customer for use in connection with the Services, prior to such data being provided to or accessed by the Supplier for the performance of the Services under this Agreement, shall comply in all respects, including in terms of its collection, storage and processing (which shall include the Supplier providing all of the required fair processing information to, and obtaining all necessary consents from, Data Subjects), with Data Protection Laws;
e) all instructions given by it to the Supplier in respect of Personal Data shall at all times be in accordance with Data Protection Laws; and
i) it has undertaken due diligence in relation to the Supplier's processing operations, and it is satisfied that:
ii) the Supplier’s processing operations are suitable for the purposes for which the Customer proposes to use the Services and engage the Supplier to process the Protected Data; and
iii) the Supplier has sufficient expertise, reliability and resources to implement technical and organisational measures that meet the requirements of Data Protection Laws.
f) The Customer shall not unreasonably withhold, delay or condition its agreement to any Change requested by the Supplier in order to ensure the Services and the Supplier (and each Sub-Processor) can comply with Data Protection Laws.
32.2 Instructions and details of processing:
32.2.1 Insofar as the Supplier processes Protected Data on behalf of the Customer, the Supplier:
a) unless required to do otherwise by Applicable Law, shall (and shall take steps to ensure each person acting under its authority shall) process the Protected Data only on and in accordance with the Customer’s documented instructions as set out in this clause 2 and on our website (Data processing details), as updated from time to time in accordance with the Change Control Procedure (Processing Instructions);
b) if Applicable Law requires it to process Protected Data other than in accordance with the Processing Instructions, shall notify the Customer of any such requirement before processing the Protected Data (unless Applicable Law prohibits such information on important grounds of public interest); and
c) shall promptly inform the Customer if the Supplier becomes aware of a Processing Instruction that, in the Supplier’s opinion, infringes Data Protection Laws, provided that:
i) this shall be without prejudice to clauses 1.3 and 1.4;
ii) to the maximum extent permitted by mandatory law, the Supplier shall have no liability howsoever arising (whether in contract, tort (including negligence) or otherwise) for any losses, costs, expenses or liabilities (including any Data Protection Losses) arising from or in connection with any processing in accordance with the Customer's Processing Instructions following the Customer's receipt of that information; and
iii) this clause 32.2 shall only apply from the GDPR Date.
d) The processing of Protected Data to be carried out by the Supplier under this Agreement shall comprise the processing set out on our website (Data processing details), as may be updated from time to time in accordance with the Change Control Procedure.
32.3 Technical and organisational measures
a) The Supplier shall implement and maintain, at its cost and expense, the technical and organisational measures:
b) in relation to the processing of Protected Data by the Supplier (Technical and organisational measures); and
c) from the GDPR Date, taking into account the nature of the processing, to assist the Customer insofar as is possible in the fulfilment of the Customer’s obligations to respond to Data Subject Requests relating to Protected Data.
d) Any additional technical and organisational measures shall be at the Customer’s cost and expense
32.4 Using staff and other processors
a) The Supplier shall not engage any Sub-Processor for carrying out any processing activities in respect of the Protected Data without the Customer’s written authorisation of that specific Sub-Processor (such authorisation not to be unreasonably withheld, conditioned or delayed) provided that the Customer authorises the appointment of any of the Sub-Processors listed
b) The Supplier shall:
i) prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under clauses 1 to 11 (inclusive) that is enforceable by the Supplier;
ii) ensure each such Sub-Processor complies with all such obligations; and
iii) remain fully liable for all the acts and omissions of each Sub-Processor as if they were its own.
iiii) From the GDPR Date, the Supplier shall ensure that all persons authorised by it (or by any Sub-Processor) to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential (except where disclosure is required in accordance with Applicable Law, in which case the Supplier shall, where practicable and not prohibited by Applicable Law, notify the Customer of any such requirement before such disclosure).
32.5 Assistance with the Customer’s compliance and Data Subject rights
a) The Supplier shall refer all Data Subject Requests it receives to the Customer within ten Business Days of receipt of the request, provided that if the number of Data Subject Requests exceeds 2 per calendar month, the Customer shall pay the Supplier’s Charges calculated (Charges) for recording and referring the Data Subject Requests in accordance with this clause 5.1.
b) From the GDPR Date, the Supplier shall provide such reasonable assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to the Supplier) to the Customer in ensuring compliance with the Customer’s obligations under Data Protection Laws with respect to:
i) security of processing;
ii) data protection impact assessments (as such term is defined in Data Protection Laws);
iii) prior consultation with a Supervisory Authority regarding high risk processing; and
iiiv) notifications to the Supervisory Authority and/or communications to Data Subjects by the Customer in response to any Personal Data Breach, provided the Customer shall pay the Supplier’s Charges for providing the assistance in this clause 5.2, such Charges to be calculated [on a time and materials basis] at the Supplier’s rates (Charges).
32.6 International data transfers
a) The Customer agrees that the Supplier may transfer Protected Data that is identity data for not limited to identification, financial, marketing, security, promotional, internal, organisational, commercial, technological, economic purposes to countries outside the United States, United Kingdom or European Economic Area EEA or to any International Organisation(s) (an International Recipient), provided all transfers by the Supplier of Protected Data to an International Recipient (and any onward transfer) shall (to the extent required under Data Protection Laws) be affected by way of Appropriate Safeguards and in accordance with Data Protection Laws. The provisions of this Agreement shall constitute the Customer’s instructions with respect to transfers in accordance with clause 32.2.
32.7 Records, information and audit
a) The Supplier shall maintain, in accordance with Data Protection Laws binding on the Supplier, written records of all categories of processing activities carried out on behalf of the Customer.
b) The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information as is reasonably necessary to demonstrate the Supplier's compliance with its obligations under Article 28 of the GDPR (and under any Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose, subject to the Customer
i) giving the Supplier reasonable prior notice of such information request, audit and/or inspection being required by the Customer;
ii) ensuring that all information obtained or generated by the Customer or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (save for disclosure to the Supervisory Authority or as otherwise required by Applicable Law);
iii) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to the Supplier's business, the Sub-Processors’ business and the business of other customers of the Supplier; and
c) paying the Supplier's reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.
32.8 Breach notification
a) In respect of any Personal Data Breach involving Protected Data, the Supplier shall, without undue delay:
i) notify the Customer of the Personal Data Breach; and
ii) provide the Customer with details of the Personal Data Breach.
32.9 Deletion or return of Protected Data and copies
a) The Supplier shall, at the Customer’s written request, either delete or return all the Protected Data to the Customer in such form as the Customer reasonably requests within a reasonable time after the earlier of:
i) the end of the provision of the relevant Services related to processing; or
ii) once processing by the Supplier of any Protected Data is no longer required for the purpose of the Supplier’s performance of its relevant obligations under this Agreement,
b) and delete existing copies (unless storage of any data is required by Applicable Law and, if so, the Supplier shall inform the Customer of any such requirement).
32.10 Liability, indemnities and compensation claims
a) The Customer shall indemnify and keep indemnified the Supplier in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by, the Supplier and any Sub-Processor arising from or in connection with any:
i) non-compliance by the Customer with the Data Protection Laws;
ii) processing carried out by the Supplier or any Sub-Processor pursuant to any Processing Instruction that infringes any Data Protection Law; or
iii) breach by the Customer of any of its obligations under clauses 1 to 11 (inclusive),
iv) except to the extent the Supplier is liable under clause 10.2.
b) The Supplier shall be liable for Data Protection Losses (howsoever arising, whether in contract, tort (including negligence) or otherwise) under or in connection with this Agreement:
i) only to the extent caused by the processing of Protected Data under this Agreement and directly resulting from the Supplier’s breach of clauses 32.1 to 32.11 (inclusive); and
ii) in no circumstances to the extent that any Data Protection Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of this Agreement by the Customer.
c) If a party receives a compensation claim from a person relating to processing of Protected Data, it shall promptly provide the other party with notice and full details of such claim. The party with conduct of the action shall:
i) make no admission of liability nor agree to any settlement or compromise of the relevant claim without the prior written consent of the other party (which shall not be unreasonably withheld or delayed); and
ii) consult fully with the other party in relation to any such action[, but the terms of any settlement or compromise of the claim will be exclusively the decision of the party that is responsible [under this Agreement] for paying the compensation.
d) The parties agree that the Customer shall not be entitled to claim back from the Supplier any part of any compensation paid by the Customer in respect of such damage to the extent that the Customer is liable to indemnify the Supplier in accordance with clause 32.10.a.
e) This clause 32.10 is intended to apply to the allocation of liability for Data Protection Losses as between the parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except:
i) to the extent not permitted by Applicable Law (including Data Protection Laws); and
ii) that it does not affect the liability of either party to any Data Subject.
32.11 Use of Social Media.
32.11.1 The Customer agrees to be contacted by email, be it personal or mass-email, Facebook, Twitter, Slack, Instagram, Linkedin, Whatsapp, iMessage, and/or but not limited to text messages.
32.12 Survival of data protection provisions
a) Clauses 32.1 to 32.13 (inclusive) shall survive termination (for any reason) or expiry of this Agreement and continue:
i) indefinitely in the case of clauses 9 to 11 (inclusive); and
ii) until 12 months following the earlier of the termination or expiry of this Agreement in the case clauses 1 to 8 (inclusive),
iii) provided always that any termination or expiry of clauses 1 to 8 (inclusive) shall be without prejudice to any accrued rights or remedies of either party under any such clauses at the time of such termination or expiry.
Clause 32.1 to 32.13 (inclusive) shall only apply to Customers residing, domiciled or incorporated in a country member of the European Union or EEA.
33 Social Media Policy
33.1 The Customer agrees and allows the Supplier to use, repost, share, send, edit, upload, download, dispose of, promote, profit from any Media posted on the Customer’s personal or professional Social Media Account.
33.2 The Customer agrees that the supplier may, from time to time in force, and to its absolute discretion, make use of the Customer’s Media posted on its personal of professional Social Media Account for but not limited to marketing, commercial, analytical, promotional, legal, fiscal, social use.
33.3 The Customer agrees that the Supplier may use his/hers personal or professional email address for targeted Facebook, Instagram, or Google advertising.
34 Compliance with law
34.1 the Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the contract.
35 Conflicts within contract
35.1 if there is a conflict between the terms contained in the conditions and the terms of the order, schedules, appendices or annexes to the contract, the terms of the conditions shall prevail.
36 Costs and Expenses
36.1 the customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the terms and conditions
37 Third Party Rights
37.1 except as expressly provided for in clause 36.1, a person who is not a party to the contract shall not have any rights under the contracts
38 Governing law
38.1 this agreement is made and shall be governed and construed in accordance with thelaws of the state of Delaware. The proper venue for any action arising from or in connection to the interpretation or enforcement of this agreement shall be decided by the Supplier, WiFi Tribe CO..
The jurisdiction for this agreement is global and worldwide. Should the company assert that a violation has occurred, the parties agree that the company shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the company and their counsel.