ULTRA NETWORKStandard Terms & Conditions
These Standard Terms and Conditions (the "Standard Terms") apply to all Partner Agreements entered into by Immortal Ventures LLC trading as Ultra Network ("Ultra Network" or "Ultra") with any Partner, whether Agent, Supplier, or Destination Management Company.These Standard Terms are incorporated by reference into each Order (as defined in the relevant Partner Agreement). The Partner acknowledges and agrees that these Standard Terms are automatically incorporated into each Order, whether or not the Order makes specific reference to them.Capitalised terms used but not defined in these Standard Terms have the meanings given in the relevant Order or in Section 11 (Definitions) below.
§1. Intellectual Property1.1 Ultra Network IP.All Intellectual Property Rights in the Platform, its source code, documentation, any improvements, enhancements, or modifications thereto (whether or not created jointly with Partner), and all Ultra Network branding, trademarks, and materials shall vest and remain vested exclusively in Ultra Network. Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from Ultra Network to Partner.1.2 Partner IP.The Partner acknowledges that Ultra Network may, in the course of making Introductions and marketing Services, wish to use certain intellectual property of Partner, including trademarks, logos, imagery, and copyrights ("Partner IP"). Partner grants to Ultra Network a limited, fully paid-up, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the Partner IP solely as reasonably necessary in connection with the performance of this Agreement. Ultra Network acknowledges that all Partner IP (and any derivative works) belongs exclusively to Partner or its licensors.1.3 Partner IP Warranty.Partner represents, warrants, and covenants that:(a) it has full authority to grant the licence in Section 1.2;(b) in respect of any third-party intellectual property sublicensed as Partner IP, such sublicence is granted with the full consent of the applicable rights holder; and(c) the use of Partner IP by Ultra Network in accordance with this Agreement will not infringe the intellectual property rights of any third party.1.4 Improvements.All Intellectual Property Rights in any improvements, enhancements, or modifications to the Platform, whether or not developed jointly with Partner, shall vest and remain vested in Ultra Network. Ultra Network grants to Partner a non-exclusive, non-transferable licence to use such improvements during the Term to the extent necessary to access the Platform under this Agreement.1.5 Service Marks.Neither Party may use the trademarks, service marks, logos, trade dress, or trade names of the other Party (whether registered or unregistered) without prior written consent, which may be withheld at discretion and, if granted, revoked at any time.
§2. Confidentiality2.1 Confidential Information.Each Party (the "Recipient") acknowledges that it may receive information of or concerning the other Party (the "Discloser") that is by its nature confidential, ought reasonably to be considered confidential, or that the Discloser designates as confidential, including:(a) all Personal Information and Client Data;(b) commercial terms, pricing, and commission structures;(c) business plans, strategies, customer lists, and financial information;(d) the Platform's technology, architecture, and functionality; and(e) the existence and terms of this Agreement,(collectively, "Confidential Information").2.2 Obligations.The Recipient shall:(a) keep the Discloser's Confidential Information strictly confidential;(b) use it only to the extent necessary to perform its obligations or exercise its rights under this Agreement;(c) not disclose it to any person without the Discloser's prior written consent, except as permitted in Section 2.3; and(d) use at least the same degree of care as it employs to protect its own confidential information of a similar nature, but never less than commercially reasonable efforts.2.3 Permitted Disclosures.The Recipient may disclose Confidential Information:(a) to its officers, employees, professional advisers, insurers, agents, and subcontractors who are bound by written obligations of confidentiality at least as restrictive as those herein;(b) as required by law, regulation, or order of a competent body, provided that (to the extent legally permitted) the Recipient: (i) gives the Discloser prompt written notice; (ii) seeks a protective order where practicable; and (iii) cooperates to limit disclosure to the minimum necessary.2.4 Exceptions.Section 2.2 does not apply to Confidential Information that:(a) was known to the Recipient before disclosure and was not subject to any other obligation of confidentiality;(b) is or becomes publicly known through no act or default of the Recipient; or(c) is obtained from a third party without breach of an obligation of confidentiality.2.5 Return and Destruction.Upon termination of this Agreement, each Party shall promptly return or destroy (as directed by the other) all Confidential Information, except for one copy retained for audit or regulatory purposes subject to ongoing confidentiality obligations.2.6 Survival.The provisions of this Section 2 shall continue in force for five (5) years following expiry or termination of this Agreement.
§3. Data Protection3.1 Definitions.The terms "controller", "processor", "data subject", "personal data", "personal data breach", "process" (and its cognates), and "supervisory authority" have the meanings given in the applicable Data Protection Laws.3.2 Data Protection Laws.Each Party shall comply with all applicable data protection laws and regulations, including (to the extent applicable):(a) the EU General Data Protection Regulation (Regulation (EU) 2016/679) (the "EU GDPR");(b) the EU GDPR as retained in United Kingdom law (the "UK GDPR");(c) the Data Protection Act 2018;(d) the Electronic Communications (EC Directive) Regulations 2003;(e) any other applicable national data protection laws and regulations; and(f) any guidance issued by relevant supervisory authorities,(collectively, "Data Protection Laws").3.3 Relationship of the Parties.(a) Where Ultra Network discloses Client personal data to Partner (typically Supplier and DMC engagements): Ultra Network is the controller of Client personal data. Partner shall process such data as a separate and independent controller strictly for the purpose of fulfilling Services under this Agreement (the "Permitted Purpose"). In no event shall the Parties process Client data as joint controllers.(b) Where Partner provides personal data to Ultra Network through the Platform (typically Agent engagements): Partner is the controller and Ultra Network is the processor of that personal data. Ultra Network shall only process such data in accordance with Partner's documented instructions and for the purpose of providing the Platform and Services.3.4 Security.Each Party shall implement appropriate technical and organisational measures to protect personal data from Security Incidents, in line with industry best practices and in compliance with Data Protection Laws. Such measures shall include effective policies for data encryption, logical and physical data segregation, access management, event logging, and disaster recovery.3.5 Breach Notification.Each Party shall notify the other promptly, and in no event later than forty-eight (48) hours, upon becoming aware of any actual or suspected personal data breach affecting data shared under this Agreement. The notifying Party shall cooperate with the other's investigation and provide relevant logs, analysis, and supporting information.3.6 Data Subject Rights.Where a Party receives any request, complaint, or correspondence from a data subject or supervisory authority relating to personal data processed under this Agreement, the Parties shall cooperate in good faith to respond in accordance with Data Protection Laws.3.7 Cross-Border Transfers.Neither Party shall transfer personal data outside the UK or EEA without appropriate safeguards, including (where applicable) Standard Contractual Clauses or other approved transfer mechanisms under Data Protection Laws.3.8 Sub-Processors.Where Ultra Network engages sub-processors to process personal data on Partner's behalf:(a) Partner authorises Ultra Network on a general basis to use sub-processors, subject to compliance with this Section 3.8;(b) Ultra Network shall notify Partner in writing at least ten (10) Business Days before engaging any new sub-processor, giving Partner an opportunity to raise reasonable objections;(c) Ultra Network shall enter into written agreements with sub-processors containing equivalent data protection obligations; and(d) Ultra Network shall remain liable for all acts or omissions of its sub-processors.3.9 Data Retention.Personal data shall be retained only for as long as necessary for the purpose for which it was collected, to comply with legal obligations, or as agreed between the Parties. Upon termination, each Party shall (at the other's election) delete or return all personal data received from the other, except to the extent retention is required by law.3.10 Survival.This Section 3 shall survive termination or expiry of this Agreement.
§4. Compliance with Laws4.1 General Compliance.Each Party shall perform its obligations under this Agreement in compliance with all applicable laws, rules, and regulations ("Applicable Laws"), including obtaining and maintaining all required permits, licences, certifications, approvals, and inspections.4.2 Anti-Bribery and Corruption.Partner (and all Partner Personnel involved in performing Services) shall comply with all Applicable Laws prohibiting bribery and corruption, including:(a) the UK Bribery Act 2010;(b) the US Foreign Corrupt Practices Act (where applicable);(c) Canada's Corruption of Foreign Public Officials Act (where applicable); and(d) the anti-bribery and anti-corruption laws of any other jurisdiction with authority over Partner.4.3 Sanctions and Trade Controls.Partner represents and warrants that:(a) neither it, nor its officers, directors, or beneficial owners, are subject to sanctions imposed by the UK, EU, US (OFAC), or United Nations;(b) it shall not directly or indirectly use funds received under this Agreement in connection with any country, territory, person, or entity subject to applicable sanctions; and(c) it shall comply with all applicable trade control laws governing exports and imports.4.4 Client Complaints.Partner must maintain a written policy for disclosing and reporting Client complaints to Ultra Network. Partner shall report all complaints in writing within seven (7) days of receipt. Where Ultra Network introduces more than ten (10) Clients in two consecutive months, Partner shall additionally provide monthly aggregate complaint reports within seven (7) Business Days of month-end.4.5 Employment Laws.Partner shall comply with all applicable employment laws and shall not discriminate against any person on the basis of race, colour, religion, disability, sex, sexual orientation, gender identity, national origin, age, or any other unlawful criterion.
§5. Representations, Warranties, and Covenants5.1 Mutual Warranties.Each Party represents and warrants that:(a) it has the requisite power and authority to execute this Agreement and to perform the transactions contemplated herein, without violating any law, regulation, or obligation;(b) it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction; and(c) it will comply with all Applicable Laws in the performance of its obligations.5.2 Partner Warranties.Partner additionally represents, warrants, and covenants that:(a) it has and will maintain effective governance practices and adequate internal controls;(b) it will perform Services with promptness, diligence, and in a workmanlike manner consistent with the highest industry standards for UHNW client service;(c) it has all necessary licences, certifications, and authorisations to provide the Services and is qualified to do business in each relevant jurisdiction;(d) it will notify Ultra Network promptly upon learning of any cyber threat, vulnerability, or Security Incident that may affect Ultra Network or its Clients; and(e) Partner Personnel are subject to appropriate background screening to the extent permitted by law.5.3 Disclaimers.Except as expressly provided in this Agreement, neither Party makes any representations or warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.
§6. Insurance6.1Partner represents and warrants that it will maintain throughout the Term:(a) such commercial insurances as required by Applicable Laws and industry standards in the jurisdictions where it operates.6.2Details of insurance coverage shall be provided to Ultra Network upon reasonable request.
§7. Indemnities7.1 Partner Indemnity.Partner shall indemnify, defend, and hold harmless Ultra Network, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against all losses (including costs, damages, expenses, fines, penalties, amounts paid in settlement, and reasonable legal fees) arising from or connected with:(a) any breach of Partner's representations, warranties, or obligations under this Agreement;(b) the negligence, recklessness, wilful misconduct, fraudulent, or dishonest acts of Partner or Partner Personnel;(c) Partner Personnel's acts or omissions in the performance of Services;(d) death or bodily injury caused by the tortious conduct of Partner Personnel;(e) damage, loss, or destruction of property caused by Partner Personnel;(f) the Partner IP licensed to Ultra Network pursuant to Section 1.2;(g) Partner's breach of its compliance obligations under Section 4; or(h) Partner's breach of its confidentiality or data protection obligations under Sections 2 and 3.7.2 Ultra Network IP Indemnity.Where Ultra Network provides Platform access, Ultra Network shall indemnify and defend Partner against all direct liabilities and reasonable costs arising from a claim that Partner's use of the Platform in accordance with this Agreement infringes a third party's Intellectual Property Rights, provided that:(a) Partner gives prompt written notice of any such claim;(b) Partner does not make any admission or settlement without Ultra Network's prior written consent;(c) Partner gives Ultra Network reasonable access to information and personnel for the purpose of assessing the claim; and(d) Partner takes such action as Ultra Network may reasonably request to avoid, dispute, or defend the claim.If any such claim arises, Ultra Network may (at its option): (i) modify the Platform to avoid the claim; or (ii) procure a licence for Partner from the relevant claimant.7.3 Specific Performance.Each Party agrees that damages may not be a sufficient remedy for breach of certain obligations (including Confidentiality and Data Protection) and that the non-breaching Party may seek equitable relief, including injunction and specific performance, in addition to all other remedies available.
§8. Limitation of Liability8.1 Liability Cap.Subject to Section 8.2, the aggregate liability of each Party under this Agreement (whether in contract, tort, or otherwise) in respect of any event or series of related events shall not exceed the greater of:(a) the total fees paid or payable under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.8.2 Unlimited Liability.Nothing in this Agreement shall limit or exclude:(a) liability for fraud or fraudulent misrepresentation;(b) liability for death or personal injury caused by negligence;(c) liability arising from wilful misconduct or gross negligence;(d) liability for breach of Section 2 (Confidentiality) or Section 3 (Data Protection);(e) indemnification obligations under Section 7;(f) any liability implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or(g) any liability that may not be limited or excluded under Applicable Law.8.3 Excluded Losses.Subject to Section 8.2, neither Party shall be liable to the other for:(a) any indirect, consequential, special, exemplary, or punitive damages;(b) loss of profits, revenue, or anticipated savings;(c) loss of business, contracts, or opportunities;(d) loss of goodwill or reputation; or(e) loss or corruption of data,whether or not such losses were foreseeable or the Party was advised of their possibility.
§9. Termination9.1 Termination for Cause.Either Party may terminate this Agreement immediately by written notice if the other Party:(a) commits a material breach that is not cured within thirty (30) days after written notice specifying the breach;(b) breaches its obligations under Section 2 (Confidentiality) or Section 3 (Data Protection);(c) undergoes an Insolvency Event; or(d) fails to comply with Applicable Laws in a material respect.9.2 Termination for Convenience.Either Party may terminate this Agreement for convenience by giving the other Party thirty (30) days' advance written notice; provided that:(a) Partner shall fulfil any Services for which Ultra Network or a Client has already rendered payment (whether partial or total);(b) Ultra Network shall be entitled to receive (or if already rendered, to retain) any Commissions related to such Services; and(c) any early termination fees specified in the Order shall apply.9.3 Consequences of Termination.Upon termination:(a) all rights and licences granted under this Agreement shall immediately cease;(b) each Party shall return or destroy Confidential Information as required by Section 2.5;(c) Partner shall immediately pay all outstanding invoices and interest; Ultra Network shall submit invoices for any Services supplied but not yet invoiced, payable immediately on receipt;(d) each Party shall return or delete personal data as required by Section 3.9; and(e) the provisions identified in Section 9.4 shall survive.9.4 Survival.The following provisions shall survive termination: Sections 1 (IP), 2 (Confidentiality), 3 (Data Protection), 4 (Compliance), 5 (Warranties), 7 (Indemnities), 8 (Limitation of Liability), 10 (General Provisions), and 11 (Definitions).
§10. General Provisions10.1 Force Majeure.Neither Party shall be liable for failure or delay in performing obligations (other than payment) caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemics, fire, flood, power failures, internet disruptions, hacker attacks, denial of service attacks, or government actions (a "Force Majeure Event"). The affected Party shall: (a) promptly notify the other; (b) inform the other of the estimated duration; and (c) take reasonable steps to mitigate the effects.10.2 Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming and the United States of America.10.3 Dispute Resolution.(a) Any dispute shall first be referred to senior representatives of each Party for negotiation within five (5) Business Days of a written Dispute Notice.(b) If not resolved within ten (10) Business Days of the first meeting, the dispute shall be referred to mediation in accordance with the rules of the Centre for Effective Dispute Resolution (CEDR).(c) Neither Party shall commence formal legal proceedings until the above steps have been completed, except for actions to recover unpaid sums or seek urgent interim relief.10.4 Jurisdiction.Any dispute not resolved by mediation shall be subject to the exclusive jurisdiction of the courts of the State of Wyoming and the United States of America.10.5 Relationship of Parties.The Parties do not intend to create a contract of agency (except where expressly stated in the Order), joint venture, or partnership. Partner is not an agent of Ultra Network (except where expressly stated) and has no authority to represent Ultra Network or bind it to any obligation. Neither Party's employees shall be deemed employees of the other. Unless otherwise agreed, each Party shall bear its own costs and expenses.10.6 Non-Exclusivity.Unless otherwise stated in the Order, this is a non-exclusive relationship. Both Parties may perform themselves, or provide to or acquire from third parties, services and products similar or identical to those under this Agreement.10.7 Assignment.Neither Party may assign its rights or delegate its obligations without the prior written consent of the other (not to be unreasonably withheld), except that Ultra Network may assign without consent to:(a) an Affiliate;(b) a successor in a merger, acquisition, or corporate restructuring; or(c) an entity that acquires all or substantially all of Ultra Network's assets or business.Any assignment without consent (where required) shall be void.10.8 Subcontracting.Partner may subcontract the performance of Services only to persons or entities that:(a) meet the same professional, legal, and regulatory standards required of Partner under this Agreement;(b) are bound by written agreements containing equivalent obligations; and(c) have been disclosed to Ultra Network (and, where Ultra Network reasonably requests, approved in writing).Partner shall remain fully responsible and liable for all acts and omissions of subcontractors.10.9 Notices.All notices, requests, and communications (other than routine operational matters) must be in writing and directed to the addresses specified in the Order. Notices shall be effective: (a) when delivered personally; or (b) two (2) Business Days after posting by first-class post.10.10 Severability.If any provision is held invalid or unenforceable by a competent authority, the remaining provisions shall continue in full force. The invalid provision shall be deemed restated to reflect the Parties' original intent as closely as possible under Applicable Law.10.11 Entire Agreement.The Agreement (comprising the Order and these Standard Terms, together with all Schedules and Appendices) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, agreements, and understandings, whether written or oral. Each Party acknowledges that it does not rely on any statement, representation, or warranty not expressly set out in the Agreement.10.12 Amendment.No amendment shall be effective unless in writing and signed by authorised representatives of both Parties. Electronic or digital signatures shall be deemed valid.10.13 Waiver.Failure to exercise a right shall not constitute a waiver. No waiver of any breach shall constitute a waiver of any subsequent breach.10.14 Counterparts.This Agreement may be executed in counterparts, including by electronic signature (e.g., DocuSign), each of which shall constitute an original.10.15 Public Disclosures.All media releases, public announcements, and disclosures relating to this Agreement must be coordinated with and approved in writing by the other Party, except where required by law, in which case the Parties shall cooperate to minimise disclosure.10.16 Marketing.Partner agrees that Ultra Network may refer to Partner as a partner in its marketing materials, press releases, and on its website, unless Partner objects in writing.10.17 Third Party Rights.This Agreement is for the benefit of the Parties only and is not intended to benefit or be enforceable by any third party, except that Affiliates of Ultra Network are intended beneficiaries to the extent expressly provided herein.10.18 Further Assurance.Partner shall, at Ultra Network's request and at Partner's own expense, do everything reasonably required to give full effect to the terms of this Agreement.10.19 Order of Precedence.If there is a conflict between these Standard Terms and any provision of an Order, the Order shall prevail, provided the Order specifically identifies the Standard Terms provision it modifies. Otherwise, these Standard Terms shall prevail.
§11. DefinitionsIn addition to terms defined elsewhere in this Agreement:AffiliateAny entity Controlling, Controlled by, or under common Control with a Party. "Control" means ownership of fifty per cent (50%) or more of voting shares or equivalent ownership interest.
AgreementThe Order together with these Standard Terms, and all Schedules, Appendices, and amendments incorporated by reference.
Applicable LawsAll applicable laws, rules, regulations, orders, and binding guidance of any jurisdiction.
Business DayMonday to Friday, excluding US bank and public holidays.
ClientAn individual or entity introduced by Ultra Network, or who accesses services through the Platform. Includes their representatives, agents, family members, and associated entities.
Client DataAny data relating to Clients that is processed in connection with this Agreement.
CommissionThe payment due as specified in the Order.
Confidential InformationAs defined in Section 2.1.
Data Protection LawsAs defined in Section 3.2.
Force Majeure EventAs defined in Section 10.1.
Initial TermThe initial contract period specified in the Order.
Insolvency EventWhere a Party ceases or threatens to cease business, is unable to pay debts as they fall due, has an administrator, receiver, administrative receiver, or manager appointed over any material part of its assets, enters a composition with creditors, or has an order made or resolution passed for winding up (other than for solvent restructuring), or undergoes any equivalent process in any jurisdiction.
Intellectual Property RightsPatents, rights in inventions, know-how, trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, trademarks and service marks, trade names, domain names, goodwill, and all applications and rights to register the same, in any jurisdiction.
IntroductionThe act of Ultra Network introducing or referring a Client to Partner.
OrderThe front-half document (Agent, Supplier, or DMC Partner Agreement) that incorporates these Standard Terms.
PartnerThe Agent, Supplier, or DMC identified in the Order.
Partner IPAs defined in Section 1.2.
Partner PersonnelPartner's employees, officers, agents, subcontractors, and any persons acting on Partner's behalf in connection with this Agreement.
Permitted PurposeThe purpose for which personal data may be processed, as described in Section 3.3.
Personal InformationAny data that identifies or could reasonably be linked to a natural person, including "personal data" as defined in Data Protection Laws.
PlatformUltra Network's proprietary concierge and travel management platform, including all web applications, mobile applications, and APIs.
ProcessingAny operation performed on data, including collection, recording, storage, access, use, disclosure, transfer, deletion, and destruction (and cognate terms shall be construed accordingly).
Renewal TermEach successive renewal period as specified in the Order.
Security IncidentAny actual or suspected compromise to the security, availability, confidentiality, or integrity of data, services, or systems, including unauthorised access, data breaches, and cyber attacks.
ServicesThe goods, services, and/or platform access to be provided under this Agreement, as described in the Order.
Standard TermsThese Ultra Network Standard Terms and Conditions.
TermThe Initial Term and any Renewal Terms.
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