This Agreement is entered into between Madeleine Alexandersson, on behalf of ‘Woander’, trading as Woander Tours Limited, having its principal place of business located at 20 Carrickbrack Road, Howth, Dublin 13, Ireland (“Woander”) and you, the individual person or limited liability company who pays for and uses Woander’s marketing services, (hereinafter referred to as the “Partner”), both of whom agree to be bound by the terms of this Agreement. 

WHEREAS Woander is engaged in the business of providing an independent business marketing platform in the form of a mobile application and other supporting marketing/promotional services.

WHEREAS the Partner seeks to further market their independent business through online and other media, and desires to engage the services of a third party platform to achieve these aims.

THEREFORE, subject to the terms and conditions hereinafter set forth, Woander and the Partner (each individually a “Party” and collectively the “Parties”) agree as follows:

Definitions 

In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

“Agreement”  –  This Partner Agreement, including any accompanying Annexes, Exhibits, and Stripe payment links;

“App” – The mobile application which Woander is developing as its marketing platform;

“Business Day”  –  A day other than a Saturday or Sunday when the main clearing banks are open for a full range of business banking transactions;

“Data Protection Legislation”  –  the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in Ireland from time to time;

“Deliverables”  –  the outputs from the provision of the services as set out within the Scope of Services;

“Intellectual Property Rights”  –  all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;

“Services”  –  the services to be provided by Woander within the Scope of Services;

1.     Interpretation 

1. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. The headings in this Agreement are for convenience only and shall not affect its interpretation.

3. Any reference to a clause or Schedule shall be construed as a reference to a clause of or schedule to this Agreement unless expressly stated to the contrary.

4. Any reference to a statute or statutory provision is to it as from time to time in force as amended or re-enacted.

5. Use of the word “including” is without prejudice to the generality.

2.       Provision of Services

Woander shall develop and execute all deliverables required to implement the Partner’s objectives for a period of twelve (12) months, as described in this Agreement, including Annex A attached hereto (“Scope of Services”), and shall do so;

a)  in compliance with all applicable laws, regulations, codes of practice and professional standards; and

b)  with reasonable skill and care.

3.        Partner Obligations

1. The Partner shall provide Woander with such information and access to such facilities and personnel as Woander shall reasonably require in order to provide the Services.

2. The Partner shall make such decisions and provide such instructions as Woander shall require and at the time that Woander requires to enable Woander to provide the Services.

3. The Partner acknowledges that Woander’s ability to provide the Services and to meet any time frame agreed for the provision of the Services is dependent on the Partner providing that information, access and providing those decisions and instructions at the times required by Woander.

4.       Intellectual Property

1.  Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a license to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.

2.  All Intellectual Property Rights that are created in the course of the provision of the Services and in the Deliverables shall belong to Woander; The Partner shall have a royalty-free, perpetual license to use those rights as envisaged by this Agreement to enable the Partner to have the benefit of the Services and the Deliverables for use within their own business.

3.  Woander warrants to the Partner that the Deliverables provided will not in any way infringe the Intellectual Property Rights of any other person and Woander will indemnify the Partner and keep it fully indemnified in respect of any losses, liabilities, demands, actions and claims that it might incur or suffer as a result of any breach of this warranty.

4.  If the indemnity in clause 4.3 is to be called upon, the Partner shall:

   a)  promptly notify Woander in writing of the claim;

   b)  make no admission or settlement without Woander’s prior written consent;

   c)  allow Woander to have control over the conduct of the claim including any litigation; and

   d)  give Woander such assistance and information that it reasonably requires.

5.  Woander shall have no liability under the indemnity in clause 4.3 where the alleged infringement arises from the Partner using the Deliverables in any manner or for any purpose other than those for which they were provided.

5.       Confidentiality

1.  The Parties may during the course of this Agreement, and in connection with the Services, obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”).

2.  The receiving party shall:

   a) keep all Confidential Information confidential and not disclose it to any person (save as required by law); and

   b) use the Confidential Information only for the purpose for which it was provided and for no other purpose.

6.       Data Protection

1.  The Parties shall comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

2.  The Parties acknowledge that for the purposes of the Data Protection Legislation, Partner is the data controller and Woander is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).

3.  The Partner shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Woander for the duration and purposes of this Agreement.

4.  Woander shall, in relation to any personal data processed in connection with the performance by it of its obligations under this Agreement:

   a) process that personal data only for the purposes of this Agreement or on the Partner’s written instructions;

   b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity and availability of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;

   c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

   d) not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:

   i)    Woander has provided appropriate safeguards in relation to the transfer;

   ii)    the data subject has enforceable rights and effective legal remedies;

   iii)   Woander complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

   iv)   Woander complies with the Partner’s reasonable instructions notified to it in advance with respect to the processing of the Personal Data.

   e) assist the Partner in responding to any request from a data subject and in ensuring compliance with the Partner’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

   f)  notify the Partner without undue delay on becoming aware of a personal data breach;

   g) at the Partner’s written direction, delete or return personal data and copies thereof to it on termination of this Agreement, unless required by applicable law to store the personal data;

   h)  maintain records and information to demonstrate its compliance with these provisions.

7.       Fees & Expenses

1.  The Partner shall pay Woander the total fee set out in the accompanying Stripe payment link for the provision of services under this Agreement for the period specified in clause 2.

2.  For the avoidance of doubt, the Partner shall also be liable to pay for any reasonable expenses incurred in relation to the provision of services by Woander, including but not limited to third-party subscriptions, memberships or usage fees.

3.  Unless expressly stated otherwise, any fee amounts set out in or arising from this Agreement are indicated exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Partner in addition.

8.       Payment

1. Woander shall charge the Partner for the amounts owed on the basis set out in each issued invoice.

2. Woander shall issue an invoice in the form of a Stripe payment link to the Partner for the total amount indicated in clause 7.

3. The Partner shall pay all issued invoices in full and without any set-off or deduction, no later than twenty-one (21) Business Days after they are received.

4. Upon the Partner’s payment of the invoice, referred to in clause 8.2, Woander shall immediately thereafter begin to provide the Services in accordance with clause 2 of this Agreement.

9.       Duration

This Agreement shall commence upon the payment by the Partner of the total amount(s) set forth in the aforementioned Stripe payment link and shall continue in force, subject to early termination or withdrawal in accordance with the next following clauses, until the period of twelve (12) months has elapsed.

10.    Termination

Either party may terminate this Agreement forthwith on notice to the other party if that other party:

1.  is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within twenty-one (21) Business Days of service of any notice specifying the breach and requiring it to be remedied;

2.  has a petition granted for its winding up or has a liquidator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors; or ceases, or threatens to cease trading.

11.    Consequences of Termination

1.  Termination under clause 9 or clause 10 may be in respect of this Agreement.

2. On termination of this Agreement for any reason and/or at the end of the provision of the Services, Woander shall return all property, equipment and other physical items provided to it by the Partner in connection with the provision of the Services.

3. Termination of this Agreement shall not affect any right or remedy which has accrued due at the time of termination.

12.    Withdrawal

1. The Partner has the right to withdraw from this Agreement within thirty (30) Business Days after its full payment of the first issued invoice. The Partner must notify Woander promptly by email within the above-specified period. The Partner shall thereafter be refunded the amount(s) paid within twenty-one (21) Business Days on a pro rata basis, i.e. after deduction of the amounts owed for the proportion of the Services already provided by Woander during the period prior to withdrawal.

2.  Woander has the right to withdraw from this Agreement at any time during its term without the need to provide reasons for such withdrawal. Woander must give notice of a minimum of fourteen (14) Business Days to the Partner in advance of this withdrawal. The Partner shall thereafter be refunded the total amount paid under this Agreement within twenty-one (21) Business Days.

3. If the App has not launched to the public by 31 July 2023, the Parties shall be deemed to have mutually withdrawn from this Agreement, and the Partner shall be refunded the total amount paid within twenty-one (21) Business Days.

13.    Liability

1. Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud.

2. Subject to clause 14.1, Woander shall have no liability to the Partner in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.

3. Subject to clauses 14.1 and 14.2, the maximum aggregate liability of Woander to the Partner under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed the amount payable by the Partner under this Agreement in respect of the cost of Services.

14.    Force majeure

1.  Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement, if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party.

2. If a party is affected by any circumstance or event of the type described in clause 14.1, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.

15.    Third Party Rights

1. This Agreement shall bind only the Parties, and neither of them shall assign any of our rights under this Agreement without the prior written consent of the other.

2. Woander may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted.

3. The Parties do not intend any person who is not a party to this Agreement to have any rights under it, whether under the applicable law or otherwise.

16.    Entire Agreement

 This Agreement constitutes the complete and exclusive agreement between the Parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.

17.    Status

1. The Parties are each independent contractors acting in the course of their separate and distinct businesses. Nothing contained in this Agreement shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency.

2. Woander shall have no authority to incur any liability or expense on the Partner’s behalf or to make any promise, representation or commitment that might be binding on it without the Partner’s prior written consent.

18.    Notices

 Any notices that are required under this Agreement shall be in writing and shall be served on the relevant party at its relevant email address or social media account listed below:

1. Woander’s email address: hello@woander.co

2. Partner’s email address: (the email address or social media account used by the Partner in the Parties’ communications to date)

19.    Changes, Variations and Waiver

1. If either Party wishes to propose a change to the Services or any other provision of this Agreement, that party shall inform the other party of the proposed change and the parties shall work together to determine whether they are willing and able to agree the terms that are necessary to implement the change.

2. This Agreement may only be varied or any right under this Agreement waived by a written document signed by authorised representatives of both parties.

3. If either Party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision.

20.    Severability

1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

2. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.

3. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

21.    Dispute Resolution

 If any differences or disputes arise between the Parties in connection with this Agreement, each Party shall use all reasonable endeavours to resolve them by discussions between themselves, and after reasonable exhaustion thereof, in accordance with clause 22.

22.    Law and Jurisdiction

 This Agreement and anything arising out of or in connection with it, including non-contractual matters, shall be governed by the laws of the Republic of Ireland and the Parties submit to the exclusive jurisdiction of the courts of the Republic of Ireland in the event of a dispute.

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By payment of the amount(s) set forth in the accompanying Stripe payment link by the Partner, the Parties acknowledge that they have read, understand and accept this Agreement, the rights and obligations contained in it and in any attached Annexes, and agree to be bound by the terms and conditions as outlined therein.

Annex A

SCOPE OF SERVICES

Woander shall provide the following services (“Deliverables”) to the Partner:

1. 30-Minute App Listing Consultation

Upon payment of the invoice by the Partner, he/she is entitled to schedule a 30-minute App Listing Consultation call with Woander management. In this call, Woander aims to specify the Partner’s needs and goals for its listings on the App. Woander will ask questions and in other ways (e.g. via file sharing) make sure to collect all necessary information needed to assist the Partner in maximising the presentation of its business through the listings.

2.    Listings on the App

Woander shall provide the Partner with a partner profile and a maximum of three (3) listings on the App.

• A Partner Profile shall display the Partner’s logo, photos, text and link of its choice, in order to present the business in the manner which the Partner wishes.

• Each listing shall display the Partner’s logo, photos, text and link of its choice, in order to present a certain product, service or experience (or combination thereof) within the Partner’s business, in the manner which the Partner wishes.

3.    Other Marketing & Promotion

Woander shall engage in a number of marketing/promotional activities outside of its development and maintenance of the App, and shall do the following for the benefit of the Partner:

•  Woander shall individually feature the Partner at least once on its social media channels during the term of this Agreement.

•  Woander shall invite the Partner to all in-person and online events that it may organise during the term of this Agreement.

•  Woander shall provide the Partner with Woander-branded physical promotional items such as flyers, business cards, posters, window stickers etc.

4.    Service Provider Offers

Woander shall give the Partner access to a number of offers from a range of service providers such as photographers, technology tools and other administrative/business services.

5.    Woander Partner Network

Woander shall create and maintain a private Discord group for all Partners, with channels specifically for networking, general business support and app feedback, amongst others.