Partner Terms

1. Introduction

These Partner Terms & Conditions ("Agreement") govern the commercial relationship between The FlyTribe Ltd ("The FlyTribe", "we", "our" or "us") and the organisation entering into this Agreement ("Partner", "you" or "your").

This Agreement applies where the Partner promotes, markets, resells, distributes or otherwise incorporates The FlyTribe Memberships or Services into its own products or services.

By executing an Order Form, Partnership Agreement, Statement of Work, Commercial Schedule or otherwise accepting these Terms, the Partner agrees to be legally bound by this Agreement.

 

2. About The FlyTribe

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

The Platform may include:

• TravelGuard

• Country Compass

• Ask Abeona AI/SI Assistant

• Meeting Assistant

• Strategic Scribbler

• Community & Networking

• Organisation Hub

• Travel Intelligence

• Productivity Tools

• Future enhancements released during the Subscription Term.

Nothing in this Agreement grants ownership of the Platform or any associated intellectual property.

 

3. Definitions

For the purposes of this Agreement:

Authorised Customer means an end customer approved to receive Memberships through the Partner.

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

Membership means an annual licence issued by The FlyTribe.

Partner means the organisation entering into this Agreement.

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

Services means the Memberships and associated services supplied by The FlyTribe.

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

 

4. Appointment

Subject to this Agreement, The FlyTribe appoints the Partner as a non-exclusive commercial partner.

Unless expressly agreed in writing, nothing in this Agreement prevents The FlyTribe from:

• appointing other partners;

• selling directly to customers;

• operating in any territory;

• developing additional commercial relationships.

No exclusivity is granted unless expressly stated in a separate written agreement signed by both parties.

 

5. Partner Responsibilities

The Partner agrees to:

• market The FlyTribe professionally and accurately;

• avoid misleading statements regarding the Platform;

• comply with all applicable laws and regulations;

• maintain appropriate business licences;

• provide accurate customer information where required;

• protect confidential information;

• comply with branding guidelines supplied by The FlyTribe;

• refrain from making promises or commitments on behalf of The FlyTribe without prior written approval.

The Partner shall act in good faith and in a manner that protects the reputation of The FlyTribe.

 

6. Membership Orders

Memberships shall be supplied in accordance with:

• agreed pricing schedules;

• accepted quotations;

• purchase orders;

• invoices;

• commercial schedules.

The FlyTribe reserves the right to reject any order before acceptance.

Memberships become active only after payment has been received unless otherwise agreed in writing.

 

7. Pricing and Payment

Pricing shall be as agreed in the applicable Commercial Schedule or Order Form. 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 stated:

• all prices are exclusive of VAT and applicable taxes;

• invoices shall be paid in accordance with the agreed payment terms;

• payment shall be made by bank transfer or another approved method.

Late payment may result in:

• suspension of Membership activation;

• suspension of Partner benefits;

• statutory interest;

• recovery costs.

 

8. Renewals

Memberships supplied through the Partner are annual subscriptions.

Unless otherwise agreed in writing, not less than sixty (60) days' written notice must be provided before the renewal date to prevent automatic renewal.

• memberships renew annually;

• renewal pricing may be reviewed by The FlyTribe;

• updated pricing will be communicated before renewal.

The Partner shall ensure that its customers are informed of applicable renewal arrangements where required.

 

9. No Refund Policy

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 will not be issued;

• unused Memberships do not generate credits;

• customer cancellation does not entitle the Partner to reimbursement.

Nothing in this Agreement limits statutory rights that cannot legally be excluded.

 

10. Marketing and Brand Use

The Partner may use The FlyTribe's approved trade marks, logos and marketing materials solely for promoting the authorised partnership.

The Partner shall not:

• modify The FlyTribe branding without written consent;

• register confusingly similar trademarks or domain names;

• represent itself as The FlyTribe;

• remove copyright or proprietary notices.

All goodwill arising from use of The FlyTribe branding shall belong exclusively to The FlyTribe.

 

11. Platform Licence

Subject to this Agreement, The FlyTribe grants the Partner a limited, non-exclusive, non-transferable and revocable licence to market and promote The FlyTribe Memberships and Services during the Term of this Agreement.

This licence is granted solely for the purposes expressly authorised by The FlyTribe.

The Partner shall not:

• sublicense the Platform without written approval;

• copy or reproduce the Platform;

• modify the Platform;

• reverse engineer any software;

• remove copyright or proprietary notices;

• attempt to create competing products using The FlyTribe technology.

All rights not expressly granted are reserved by The FlyTribe.

 

12. Intellectual Property

All intellectual property rights in and relating to The FlyTribe remain the exclusive property of The FlyTribe or its licensors.

This includes, without limitation:

• software;

• source code;

• object code;

• databases;

• APIs;

• algorithms;

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

• branding;

• logos;

• trademarks;

• copyrights;

• documentation;

• travel intelligence;

• graphics;

• user interfaces;

• future developments;

• updates and enhancements.

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

The Partner shall promptly notify The FlyTribe of any suspected infringement of its intellectual property rights.

 

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

The Platform may incorporate Artificial Intelligence and Superintelligence (AI/SI) technologies and services, including:

• Ask Abeona;

• Meeting Assistant;

• Strategic Scribbler;

• Translation services;

• AI/SI recommendations;

• Travel intelligence.

The Partner acknowledges that:

• AI/SI-generated outputs may contain errors, inaccuracies or incomplete information;

• outputs should be independently verified where appropriate;

• AI/SI-generated outputs do not constitute legal, financial, medical, immigration or professional advice;

• AI/SI-generated outputs should not be relied upon as the sole basis for important business decisions.

The Partner shall not make representations suggesting that AI/SI-generated outputs are guaranteed to be accurate.

 

14. Confidentiality

Each party shall keep confidential all Confidential Information received from the other party.

Confidential Information shall not be disclosed except:

• where required by law;

• to professional advisers bound by confidentiality obligations;

• with the prior written consent of the disclosing party.

These obligations survive termination of this Agreement for five (5) years, except in relation to trade secrets, which shall remain confidential for so long as they retain that status.

 

15. 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 either party processes personal data on behalf of the other, the parties shall enter into an appropriate Data Processing Addendum where required by law.

Each party shall remain responsible for the lawfulness of the personal data it provides.

 

16. Service Availability

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

However, uninterrupted availability cannot be guaranteed.

The Platform may be temporarily unavailable due to:

• planned maintenance;

• emergency maintenance;

• software upgrades;

• infrastructure failures;

• telecommunications outages;

• cyber security incidents;

• third-party service failures;

• events beyond our reasonable control.

Such interruptions shall not constitute a breach of this Agreement.

 

17. Support

The FlyTribe will provide reasonable commercial and technical support to the Partner through the agreed communication channels.

Support may include:

• onboarding;

• product training;

• account management;

• technical assistance;

• marketing guidance.

Unless otherwise agreed in writing, no specific service levels or response times are guaranteed.

 

18. Suspension

The FlyTribe may immediately suspend the Partner or any associated Memberships where reasonably necessary to:

• investigate suspected fraud;

• protect Platform security;

• prevent unauthorised access;

• address cyber security incidents;

• comply with legal obligations;

• respond to non-payment of undisputed invoices;

• investigate material breaches of this Agreement.

Where reasonably practicable, prior notice will be provided.

 

19. 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 that cannot lawfully be excluded.

Subject to the above, The FlyTribe shall not be liable for any:

• indirect loss;

• consequential loss;

• special damages;

• loss of profits;

• loss of revenue;

• loss of contracts;

• loss of goodwill;

• loss of anticipated savings;

• loss of business opportunity;

• loss of data.

The FlyTribe's total aggregate liability under this Agreement shall not exceed the total fees paid by the Partner to The FlyTribe during the twelve (12) months preceding the event giving rise to the claim.

 

20. Indemnity

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

• breach of this Agreement;

• misuse of the Platform;

• unlawful acts by the Partner;

• infringement of third-party rights resulting from the Partner's actions;

• unauthorised representations made by the Partner regarding The FlyTribe or its Services.

This indemnity survives termination of the Agreement.

​

21. Termination

21.1 Termination by Agreement

This Agreement may be terminated at any time by mutual written agreement between the parties. Either party may also prevent renewal of this Agreement by providing not less than sixty (60) days' written notice before the applicable renewal date, in accordance with Clause 8. Such notice shall take effect at the end of the then-current Subscription Term.

 

21.2 Termination for Material Breach

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

• commits a material breach that cannot be remedied;

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

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

 

21.3 Insolvency

The FlyTribe may terminate this Agreement immediately if the Partner:

• enters administration;

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

• becomes insolvent;

• ceases trading;

• has a receiver or administrator appointed over its business or assets;

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

 

21.4 Effect of Termination

Upon termination:

• all rights granted to the Partner shall immediately cease;

• the Partner shall stop promoting or representing itself as an authorised The FlyTribe Partner;

• all licences to use The FlyTribe branding shall terminate;

• confidential information shall be returned or securely destroyed upon request, unless retention is required by law;

• outstanding invoices shall become immediately due and payable.

Termination shall not affect any rights or obligations accrued before the termination date.

 

22. Warranties

Each party warrants that it has the authority to enter into this Agreement.

Except as expressly set out in this Agreement, 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 Partner acknowledges that software services may contain defects, require updates or experience temporary interruptions.

 

23. Non-Exclusivity

Unless expressly agreed in writing, this Agreement is non-exclusive.

The FlyTribe may:

• appoint additional partners;

• operate direct sales channels;

• enter into agreements with competing organisations;

• develop new distribution models;

• expand into any territory.

Nothing in this Agreement restricts The FlyTribe's commercial freedom.

 

24. Force Majeure

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

• natural disasters;

• acts of government;

• war;

• terrorism;

• cyber-attacks;

• internet outages;

• utility failures;

• pandemics;

• labour disputes;

• civil unrest.

The affected party shall use reasonable endeavours to minimise the impact of the event and resume performance as soon as reasonably practicable.

 

25. Assignment

The Partner may not assign, transfer or subcontract its rights or obligations under this Agreement without the prior written consent of The FlyTribe.

The FlyTribe may assign or transfer this Agreement in connection with:

• a merger;

• acquisition;

• corporate restructuring;

• sale of business assets;

• internal group reorganisation.

 

26. Entire Agreement

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

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

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

 

27. Severability

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

The remaining provisions shall remain valid and enforceable.

 

28. 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 by an authorised representative.

 

29. Variation

No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties, except where The FlyTribe updates generally applicable Partner Terms at the commencement of a Renewal Term.

 

30. 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.

 

31. Jurisdiction

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

 

SCHEDULE 1 — Partner Services

The partnership may include, where agreed:

• Resale of The FlyTribe Memberships

• Referral of prospective customers

• Co-branded marketing initiatives

• Joint events and webinars

• Product demonstrations

• Access to approved marketing materials

• Training resources

• Account management support

• Future commercial opportunities introduced by The FlyTribe

The specific services available to the Partner shall be those agreed in the applicable Commercial Schedule or Order Form.

 

SCHEDULE 2 — Brand Guidelines

The Partner shall:

• use only approved logos and brand assets;

• comply with The FlyTribe's branding guidelines;

• refrain from altering logos, colours or trademarks without written approval;

• immediately discontinue use of branding upon termination of this Agreement.

 

SCHEDULE 3 — Acceptable Commercial Conduct

The Partner shall:

• market The FlyTribe honestly and accurately;

• avoid misleading statements or guarantees;

• comply with applicable advertising and consumer protection laws;

• maintain high standards of professional conduct;

• promptly notify The FlyTribe of any customer complaints relating to the Platform.

 

SCHEDULE 4 — Data Processing Summary

Where either party processes personal data on behalf of the other, such processing shall be governed by the applicable Data Processing Addendum, which forms part of the contractual relationship where required by law.