Employer Terms

1. Introduction

These Employer Terms & Conditions ("Agreement") govern the purchase and use of The FlyTribe memberships and services by organisations ("Employer", "Customer", "you" or "your").

This Agreement forms the legally binding contract between The FlyTribe Ltd ("The FlyTribe", "we", "our" or "us") and the Employer purchasing memberships for its employees or other authorised users.

By signing an Order Form, accepting a quotation, approving an invoice, or otherwise purchasing memberships, the Employer agrees to be bound by this Agreement.

This Agreement applies to all memberships and services supplied by The FlyTribe unless expressly varied in writing.

 

2. About The FlyTribe

The FlyTribe provides a premium global membership platform designed to help organisations better protect, support and connect employees travelling internationally.

The platform may include:

• travel safety tools;

• country intelligence;

• AI/SI-powered productivity tools;

• networking features;

• communication tools;

• emergency support features;

• travel wellbeing resources;

• meeting assistance;

• business travel intelligence;

• future enhancements released during the subscription term.

The precise functionality available will depend upon the membership purchased and may evolve over time.

 

3. Definitions

For the purposes of this Agreement:

Authorised User means an individual approved by the Employer to use a Membership.

Commencement Date means the date specified on the applicable Order Form or, where no date is specified, the date memberships are activated by The FlyTribe.

Confidential Information means all non-public business, commercial, financial, technical or operational information disclosed by either party.

Employer means the organisation purchasing Memberships.

Membership means an annual licence allowing one Authorised User to access the Platform.

Order Form means any quotation, proposal, invoice, purchase order or written confirmation accepted by both parties.

Platform means The FlyTribe website, mobile applications, software, Artificial Intelligence and Superintelligence (AI/SI) services and associated technology.

Services means all products and services supplied by The FlyTribe under this Agreement.

Subscription Term means the initial twelve (12) month period together with any Renewal Term.

 

4. Formation of Contract

A legally binding agreement shall arise when:

• the Employer signs an Order Form;

• the Employer confirms acceptance in writing;

• payment of the invoice is received; or

• memberships are activated by The FlyTribe.

The FlyTribe reserves the right to decline any order prior to acceptance.

Marketing material, brochures, presentations and demonstrations do not constitute contractual offers.

 

5. Memberships

5.1 Annual Memberships

All memberships are supplied on an annual subscription basis.

Monthly subscriptions are not offered unless expressly agreed in writing.

Each Membership provides one named individual with access to the Platform during the applicable Subscription Term.

5.2 Named Users

Memberships are licensed to named individuals.

Memberships may not be shared simultaneously by multiple users.

The Employer is responsible for allocating Memberships to appropriate Authorised Users.

5.3 Minimum Age

All Authorised Users must be at least seventeen (17) years of age.

The Employer warrants that it will not knowingly allocate Memberships to anyone below this age.

5.4 Replacement Users

Where an employee permanently leaves the Employer during the Subscription Term, the Employer may request that the Membership be transferred to another eligible employee.

Transfers are subject to reasonable verification by The FlyTribe.

Transferred Memberships do not restart or extend the Subscription Term.

5.5 Employer Administration

The Employer remains responsible for:

• managing user allocations;

• requesting additions and replacements;

• ensuring user details remain accurate;

• ensuring only authorised individuals access the Platform.

 

6. Fees and Payment

6.1 Fees

Membership fees are those specified within the applicable quotation, proposal or invoice.

Unless otherwise stated:

• prices are exclusive of VAT;

• applicable taxes are payable by the Employer.

6.2 Payment

Payment must be received before Memberships are activated.

The FlyTribe is under no obligation to activate Memberships before cleared funds have been received.

6.3 Invoices

Invoices will normally be issued approximately two (2) to three (3) weeks before the agreed Membership activation date, unless otherwise agreed in writing. Payment must be received in cleared funds before Memberships are activated. Unless otherwise agreed in writing, payment shall be made by bank transfer.

6.4 Late Payment

Where payment is overdue, The FlyTribe reserves the right to:

• suspend Memberships;

• suspend Platform access;

• charge statutory interest;

• recover reasonable debt recovery costs;

• withhold future services until payment has been received.

 

7. Subscription Term

The initial Subscription Term shall be twelve (12) months commencing on the Commencement Date.

Unless terminated in accordance with this Agreement, the Subscription Term shall automatically renew for successive periods of twelve (12) months.

 

8. Renewals

The FlyTribe will issue a renewal invoice prior to renewal.

Unless the Employer provides not less than sixty (60) days' written notice before the renewal date, the Agreement shall automatically renew.

Renewed Memberships shall continue under the then-current Employer Terms & Conditions.

The FlyTribe reserves the right to review pricing at renewal.

Any revised pricing will be communicated before the renewal date.

 

9. No Refund Policy

Memberships are purchased for a fixed annual Subscription Term.

Once the annual Subscription Term has commenced and Memberships have been activated, fees are non-refundable, except where otherwise required by law. This includes:

• partial refunds are not available;

• unused Memberships are not refundable;

• employee resignation does not create any entitlement to a refund;

• organisational restructuring does not create any entitlement to a refund;

• reduced staffing levels do not create any entitlement to a refund.

Where employees leave during the Subscription Term, the Employer may transfer Memberships in accordance with Clause 5.

Nothing in this Agreement excludes any statutory rights that cannot lawfully be excluded.

 

10. Employer Responsibilities

The Employer agrees to:

• provide accurate user information;

• maintain current contact details;

• ensure compliance with these Terms;

• use the Platform lawfully;

• protect login credentials;

• notify The FlyTribe of suspected unauthorised access;

• ensure employees comply with acceptable use requirements;

• obtain all permissions necessary for employee participation where required.

The Employer remains responsible for all activity undertaken using Memberships purchased under this Agreement.

 

11. Platform Licence

Subject to this Agreement and payment of all applicable fees, The FlyTribe grants the Employer a limited, non-exclusive, non-transferable and non-sublicensable licence for its Authorised Users to access and use the Platform during the Subscription Term.

The licence is granted solely for the Employer's internal business purposes.

No ownership rights in the Platform, software or Services are transferred to the Employer or any Authorised User.

The Employer shall ensure that Authorised Users comply with the terms of this Agreement at all times.

 

12. Acceptable Use

The Employer shall not, and shall ensure that its Authorised Users do not:

• use the Platform for any unlawful purpose;

• attempt to gain unauthorised access to the Platform or related systems;

• copy, reproduce or distribute any part of the Platform except as expressly permitted;

• reverse engineer, decompile or disassemble any software forming part of the Platform;

• scrape, harvest or extract data using automated tools;

• upload malicious software, viruses or harmful code;

• interfere with the security, integrity or operation of the Platform;

• use the Platform to infringe the intellectual property rights of any third party;

• impersonate another individual or organisation;

• upload defamatory, offensive, discriminatory or unlawful content;

• misuse AI/SI-powered services or attempt to manipulate their outputs.

The FlyTribe reserves the right to suspend or terminate access where misuse is suspected.

 

13. Artificial Intelligence and Superintelligence (AI/SI) Services

The Platform may include Artificial Intelligence and Superintelligence (AI/SI) features and services, including but not limited to:

• Ask Abeona;

• Meeting Assistant;

• Strategic Scribbler;

• Translation services;

• AI/SI recommendations;

• Travel intelligence.

These services are intended to assist users and improve productivity.

AI/SI-generated content:

•  may contain errors, inaccuracies or incomplete information;

• should be independently verified where appropriate;

• does not constitute legal, medical, financial, immigration or professional advice;

• should not be relied upon as the sole basis for important business decisions.

The Employer remains responsible for decisions made by its employees using AI/SI-generated outputs.

The FlyTribe accepts no liability arising from reliance upon AI/SI-generated information except where liability cannot lawfully be excluded.

 

14. Data Protection

Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

Where The FlyTribe processes personal data on behalf of the Employer, the parties shall comply with the applicable Data Processing Addendum (where required).

The Employer warrants that it has obtained all necessary permissions and lawful bases for providing employee information to The FlyTribe.

The FlyTribe will process personal data in accordance with its Privacy Policy and applicable law.

 

15. Confidentiality

Each party agrees to keep confidential all Confidential Information disclosed by the other party.

Neither party shall disclose Confidential Information except:

• where required by law;

• to professional advisers under duties of confidentiality;

• with the prior written consent of the other party.

Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except where information constitutes a trade secret, in which case the obligation shall continue for so long as the information remains confidential.

 

16. Intellectual Property

All intellectual property rights in and relating to the Platform, Services and associated materials remain the exclusive property of The FlyTribe or its licensors.

This includes, without limitation:

• software;

• source code;

• object code;

• databases;

• algorithms;

• artificial intelligence and superintelligence (AI/SI) models, systems and related technologies;

• user interfaces;

• graphics;

• branding;

• logos;

• trademarks;

• travel intelligence;

• written content;

• training materials;

• documentation;

• audiovisual materials;

• future developments;

• updates;

• enhancements.

Nothing in this Agreement transfers ownership of any intellectual property rights to the Employer.

The Employer shall not remove or alter any proprietary notices displayed on the Platform.

 

17. Feedback

The FlyTribe welcomes suggestions for improving the Platform.

Where the Employer or an Authorised User provides feedback, ideas or recommendations, The FlyTribe may use, develop and incorporate such feedback into its products and services without restriction or additional compensation.

The Employer retains ownership of its Confidential Information, but grants The FlyTribe a perpetual, worldwide, royalty-free licence to use general feedback for product improvement.

 

18. Third-Party Services

The Platform may integrate with or provide access to third-party services, including mapping services, translation providers, communication platforms or other technology partners.

The FlyTribe is not responsible for the availability, accuracy or performance of third-party services.

Use of such services may be subject to the terms and conditions of the relevant third party.

 

19. Platform Availability

The FlyTribe will use commercially reasonable efforts to maintain Platform availability.

However, uninterrupted access cannot be guaranteed.

The Platform may occasionally be unavailable due to:

• planned maintenance;

• emergency maintenance;

• software updates;

• infrastructure failures;

• telecommunications issues;

• third-party outages;

• cyber security incidents;

• events beyond our reasonable control.

Temporary interruptions shall not constitute a breach of this Agreement.

 

20. Support Services

The FlyTribe will provide reasonable customer support during normal business hours using the support channels made available to Employers.

Support may include:

• onboarding assistance;

• account administration;

• technical issue resolution;

• guidance on Platform functionality.

The FlyTribe does not guarantee resolution times unless expressly agreed within a separate Service Level Agreement.

 

21. Suspension of Services

The FlyTribe reserves the right to suspend all or part of the Services immediately where reasonably necessary to:

• protect the security or integrity of the Platform;

• investigate suspected fraud or unlawful activity;

• prevent unauthorised access;

• comply with legal or regulatory obligations;

• carry out emergency maintenance;

• address cyber security threats;

• respond to non-payment of undisputed invoices.

Where reasonably practicable, The FlyTribe will provide prior notice of any suspension.

Suspension shall not relieve the Employer of its obligation to pay fees due under this Agreement.

 

22. Termination

22.1 Termination by Either Party

Either party may terminate this Agreement:

• by mutual written agreement; or

• by providing notice of non-renewal in accordance with Clause 8, such termination taking effect at the end of the then-current Subscription Term.

 

22.2 Termination for Material Breach

Either party may terminate this Agreement immediately by written notice if the other party:

• commits a material breach of this Agreement which is incapable of remedy;

• commits a material breach capable of remedy but fails to remedy it within thirty (30) days after receiving written notice;

• repeatedly breaches this Agreement in a manner reasonably demonstrating an unwillingness or inability to comply.

 

22.3 Insolvency

The FlyTribe may terminate this Agreement immediately if the Employer:

• enters administration;

• enters liquidation (other than for a solvent reconstruction);

• becomes insolvent;

• ceases trading;

• has a receiver or administrator appointed;

• is unable to pay its debts as they fall due.

 

22.4 Effect of Termination

Upon termination:

• all Membership licences immediately cease;

• Platform access may be disabled;

• outstanding invoices become immediately payable;

• each party shall return or securely destroy the Confidential Information of the other upon request, unless retention is required by law;

• provisions intended to survive termination shall continue in effect.

Termination shall not affect any rights or obligations accrued prior to termination.

 

23. Warranties

The FlyTribe warrants that it has the legal right to provide the Services under this Agreement.

Except as expressly stated, the Platform and Services are provided on an "as available" and "as is" basis.

To the fullest extent permitted by law, The FlyTribe excludes all implied warranties, conditions and representations, including those relating to:

• merchantability;

• satisfactory quality;

• fitness for a particular purpose;

• uninterrupted availability;

• compatibility with third-party systems;

• non-infringement.

The Employer acknowledges that software services may contain defects or require periodic updates and that no software can be guaranteed to be entirely error-free.

 

24. Limitation of Liability

Nothing in this Agreement excludes or limits liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation;

• any liability which cannot lawfully be excluded or limited under applicable law.

Subject to the above:

The FlyTribe shall not be liable for any:

• indirect loss;

• consequential loss;

• special damages;

• loss of profits;

• loss of anticipated savings;

• loss of goodwill;

• loss of business opportunity;

• loss of contracts;

• loss of revenue;

• loss of data;

• reputational damage.

The FlyTribe's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Employer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation reflects a reasonable allocation of commercial risk between the parties.

 

25. Indemnity

The Employer shall indemnify and keep indemnified The FlyTribe against all losses, liabilities, damages, costs and expenses arising from:

• misuse of the Platform by the Employer or its Authorised Users;

• breach of this Agreement;

• unlawful acts committed by the Employer or its Authorised Users;

• infringement of third-party rights caused by content uploaded by the Employer or its users.

This indemnity shall survive termination of this Agreement.

 

26. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from events beyond its reasonable control, including but not limited to:

• natural disasters;

• acts of government;

• war;

• terrorism;

• cyber-attacks;

• internet failures;

• utility failures;

• pandemics;

• labour disputes;

• civil unrest.

The affected party shall use reasonable endeavours to minimise the effects of the event.

 

27. Assignment

The Employer may not assign, transfer or otherwise dispose of this Agreement without the prior written consent of The FlyTribe.

The FlyTribe may assign or transfer this Agreement as part of:

• a corporate restructuring;

• merger;

• acquisition;

• sale of business assets;

• group reorganisation.

 

28. Entire Agreement

This Agreement, together with any applicable Order Form, Privacy Policy, Acceptable Use Policy and Data Processing Addendum, constitutes the entire agreement between the parties.

It supersedes all previous discussions, proposals, representations and agreements relating to its subject matter.

Each party acknowledges that it has not relied upon any statement or representation not expressly contained within this Agreement.

 

29. Severability

If any provision of this Agreement is found to be unlawful, invalid or unenforceable, that provision shall be deemed severed.

The remaining provisions shall remain in full force and effect.

 

30. No Waiver

Failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

Any waiver must be made expressly in writing.

 

31. Variation

No variation of this Agreement shall be effective unless made in writing and agreed by authorised representatives of both parties, except where The FlyTribe updates generally applicable terms at the time of a renewal in accordance with this Agreement.

 

32. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

 

33. Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or relating to this Agreement.

 

SCHEDULE 1 — Membership Services

Memberships may include access to:

• TravelGuard

• Country Compass

• AI/SI Travel Assistant (Ask Abeona)

• Meeting Assistant

• Strategic Scribbler

• Translator

• Flight Tracker

• Currency Converter

• World Clocks

• Air Miles Calculator

• Carbon Offset

• Live Travel Alerts

• Social Hub

• Organisation Hub

• Events & Networking

• Travel Journeys

• Global Community Features

• Future feature enhancements released during the Subscription Term.

The FlyTribe may enhance, improve or modify Platform functionality provided that such changes do not materially reduce the overall functionality of the Services.

 

SCHEDULE 2 — Support Services

The FlyTribe will provide reasonable onboarding and customer support through the communication channels designated from time to time.

Support hours, response targets and service levels may vary depending on the Employer's subscription and any separately agreed Service Level Agreement.

 

SCHEDULE 3 — Acceptable Use Summary

Employers shall ensure that Authorised Users:

• use the Platform lawfully;

• protect login credentials;

• respect other users;

• comply with applicable laws;

• refrain from uploading unlawful or harmful content;

• do not misuse AI/SI features;

• do not attempt to compromise Platform security.

 

SCHEDULE 4 — Data Processing Summary

Where The FlyTribe processes personal data on behalf of the Employer, such processing shall be governed by the separate Data Processing Addendum, which forms part of the contractual relationship where applicable.