Please read this document (the “Terms of Business”) carefully. If you are unsure about any aspect of our Terms of Business or have any questions regarding our relationship with you, please contact us immediately. You will be required to read and accept these Terms of Business when subscribing to the Services. If you do not agree to comply with and be bound by these Terms of Business, you will not be able to subscribe to the Services.
Please note in particular the limitation of liability clause in clause 12 of these Terms of Business.
PART A – INTERPRETATION, COMMENCEMENT AND OUR RELATIONSHIP
1.1. These Terms of Business, its Schedules, and any documents referred to in these Terms of Business (which are incorporated by reference) set out the terms on which LinkExec Limited trading as Connectd (“we”, “us”, “our”) agree to make the Platform available to you and provide the Services to you (“you, your”) and contain details of our legal responsibilities (the “Agreement”).
1.2. The following words and phrases shall have the following meanings when used in this Agreement:
“Account” means your online account for the Platform created following your successful On-Boarding;
“Agreement” means the Agreement as defined in clause 1.1 as amended from time to time in accordance with clause 18;
“Applicable Laws” means any applicable law or regulation in any relevant jurisdiction where we operate (which has the force of law) and any standard of professional conduct;
“Business Day” means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in any part of the United Kingdom;
“Business Hours” means the hours between 09:00 and 17:00 (GMT) on a Business Day;
“Company” means a private limited company (or overseas equivalent) that has been on-boarded onto the Platform;
“Confidential Information” has the meaning set out in clause 21.1;
“Connectd Legal” means the name given to the membership option on our Platform which includes the Legal Services;
“Effective Date” means the date on which you apply on the Platform to complete On-Boarding;
“Extended Term” has the meaning defined in clause 2.2;
“Fees” has the meaning set out in clause 8;
“General Prohibition” the general prohibition contained in section 19 of the Financial Services and Markets Act 2000;
“Group” means, in relation to a company (wherever incorporated), that company, any company of which it is a Subsidiary (it's holding company) and any other Subsidiaries of any such holding company; and each company in a Group is a member of the Group. Unless the context otherwise requires, the application of the definition of Group to any company at any time shall apply to the company as it is at that time;
“IA 1986” means the Insolvency Act 1986;
“Initial Term” means a term of one year from the Effective Date;
“Introduction” has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” shall be construed accordingly;
“Non-Executive Director” means a director who is not a full or part-time employee of a company or holder of an executive office;
“On-Boarding” means the on-boarding process as set out in clause 2.3;
“Platform” means the website hosted at the domain connectd.co and all pages at sub-domains of this domain and may, from time to time, include pages hosted at other domains and identified by us as forming part of the Platform;
“Regulated Activity” has the same meaning as in the FCA Handbook;
“Representative” means an employee, officer, intermediary, agent or delegate of a person;
“Services” means the services specified in Schedule 1.
“Subsidiary” means in relation to a company wherever incorporated (the holding company), any other company in which the holding company (or a person acting on its behalf) directly or indirectly holds or controls either:
(a) a majority of the voting rights exercisable at general meetings of the company; or
(b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of the company,
and any company which is a Subsidiary of another company is also a Subsidiary of that company’s holding company;
1.3. References in this Agreement to statutes, rules, regulations or laws shall be to such statutes, rules, regulations and laws as modified, amended, restated or replaced from time to time.
1.4. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.5. References to clauses and schedules are references to the clauses and schedules of and to this Agreement unless otherwise stated.
1.6. Headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
1.7. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.8. References importing the singular shall include the plural, and the masculine the feminine and neuter, and vice versa in all cases.
1.9. The expression deal, dealing, dealt, dealings and so on shall include all forms of contact or response to contact.
1.10. A reference to writing or written includes email.
1.11. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.12. For the avoidance of doubt, any express or implied reference to your act, omission or activity includes anything done on your behalf or as your agent, or with your ostensible authority.
2. COMMENCEMENT, DURATION AND ON-BOARDING
2.1. This Agreement shall commence on the Effective Date and shall continue for the Initial Term unless it is terminated in accordance with clause 19.
2.2. Following the Initial Term, this Agreement shall automatically renew for successive one-year terms (each an “Extended Term”) at the end of the Initial Term and at the end of each Extended Term unless or until terminated in accordance with clause 19.
2.3. In order to use the Platform, you acknowledge that you must successfully complete the on-boarding process (“On-Boarding”), following which your registration on the Platform shall be complete and an Account shall be allocated to you. On-Boarding comprises the process detailed here, including completion of the registration form available on the Platform here.
2.4. We reserve the right, in our absolute discretion, to revoke your access to the Platform if we believe that you do not have the experience, expertise and knowledge to be included as a Non-Executive Director or advisor on the Platform.
2.5. You warrant and represent that the information provided by you to us as part on its of your On-Boarding (as at the date of completion of the On-Boarding) and any information published anywhere on the Platform (as at the date of publication) by you is true and accurate and undertake to keep such information up to date.
2.6. You agree that we may run any anti-money laundering or identification checks that we deem necessary as part of the On-Boarding, and may use and share information with third party anti-money laundering or identification checking services to perform these checks. We may also use third party and external sources during On-Boarding to perform due diligence and to verify any information that you have provided to us. We shall not be liable for any losses, damages or costs arising from conducting these checks or for any delay in On-Boarding while the checks are pending or as a result of the unsatisfactory completion of the checks.
2.7. We, in our absolute discretion, shall decide whether your On-Boarding has been successful and shall not be liable to you for any losses, damages or costs arising from any such decision.
2.8. If we determine that your On-Boarding has been unsuccessful, shall terminate on the date that we make such a determination.
2.9. By doing business with us and continuing to, you agree to do so in accordance with the terms of these Terms of Business, unless we both agree otherwise in writing.
2.10. These Terms of Business replace any terms of business or any other agreement that we may have previously agreed with you.
3. THE PLATFORM
3.1. The Platform is operated by us and enables persons who have successfully completed On-Boarding and wish to approach Companies to apply for roles as Non-Executive Directors or advisors and for Companies to approach persons who they wish to become Non-Executive Directors or advisors. The Platform also enables you to complete questionnaires to facilitate the generation of auto-populating and customised legal document templates to help protect your activities and support your legal needs.
3.2. Unless we accept your On-Boarding for more than one account, you may hold a single Account only and any attempt by you to create an additional Account on the Platform shall result in your Account and this agreement being terminated.
3.3. Your Account shall not be transferrable.
3.4. We shall publish instructions on the use and accessibility of the Platform by its users. You shall not permit any other person to access the Platform on your behalf and in the event that you do, you shall be fully responsible for all actions on the Platform by that person and we shall not be liable for any loss that may result as a result of such unauthorised access.
3.5. You shall notify us if you suspect that your log-in details for the Platform have been compromised. If we receive such notification or determine that your log-in details for the Platform have been compromised, we shall suspend your access to the Platform.
3.6. You shall not post, transmit, display or share information on the Platform that you do not own or have permission to post, transmit, display or share. You shall not access all or any part of the Services or Platform (or any documentation provided via the Services or Platform) in order to build a product or service which competes with the Services or Platform, or otherwise use the Services or Platform to provide services to third parties.
3.7. We shall not be responsible for any information posted, transmitted, displayed or shared by you on the Platform and you shall indemnify us against all losses, damages or costs arising from any such information being posted, transmitted, displayed or shares on the Platform.
3.8. When communicating or in any other way using the Platform, you must not submit, communicate or otherwise do anything that is obscene, offensive, hateful, discriminatory, defamatory, deceptive, or is intended or otherwise likely to infringe the intellectual property rights of any other party, or infringe another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to, or is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence. We may remove any information from the Platform that we consider abusive, trolling, spam or otherwise inappropriate or in breach of this clause. You must not use the Platform in any way, or for any purpose, that is unlawful or fraudulent, or to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind.
3.9. We may, at our sole discretion, choose to verify any information uploaded by you onto the Platform and, at our sole discretion, we may remove or amend any information on the Platform from time to time without any reference to you, including where we consider at our sole discretion that the information is inaccurate or unsuitable for inclusion on the Platform.
3.10. We may, at our sole discretion, suspend your access to the Platform based upon the information you have uploaded to the Platform at any time.
4. OUR RELATIONSHIP
4.1. LinkExec Limited trading as Connectd is a company incorporated and registered under the laws of England and Wales with company registration number 12280705 and registered address First Floor, 5 Fleet Place, London, United Kingdom EC4M 7RD.
4.2. For the avoidance of doubt, this Agreement does not require us to carry on any Regulated Activity or any activity that would cause us to be or become at any time in breach of General Prohibition and we, at our sole discretion, are entitled to refuse to act on any instruction or perform any activity that we determine might cause us to perform a Regulated Activity or breach the General Prohibition.
4.3. Unless otherwise confirmed in writing, we will treat you as our sole client and will have no liability to any other person that you may appoint as your agent, intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and your obligations to us shall not be reduced in any way by you appointing any such person.
4.4. You acknowledge that neither we, nor any of our directors, officers, employees or agents give any warranty as to the performance or profitability of any Company.
4.5. Neither we nor any of our directors, officers, employees or agents shall have any responsibility to ensure that any Company is suitable or appropriate for you and you should take your own professional advice on this.
4.6. You acknowledge that we make no representation, warranty or undertaking relating to any claims made by Companies.
4.7. You acknowledge that we do not provide advice or recommendations with respect to any aspect of transactions or advice in relation to tax, accounting, regulatory or legal matters (including sanctions) and you should take separate advice as you consider necessary regarding such matters.
4.8. This Agreement is supplied in English and all notices and communications between you and us (including documentation) shall be in English.
5.1. Nothing in this Agreement shall preclude us from committing to similar agreements with other persons.
6.1. If you are dissatisfied with any aspect of our service, you may send a formal complaint using the following contact details: firstname.lastname@example.org.
6.2. For the avoidance of doubt, none of the Services constitute regulated activities for the purposes of section 22 of the Financial Services and Markets Act 2000 and, therefore, you will not obtain rights to complain to the Financial Ombudsman Service or claim compensation from the Financial Services Compensation Scheme.
PART B – OUR SERVICES, OBLIGATIONS AND FEES
7.1. The Services to be provided by us under this Agreement are specified in Schedule 1.
7.2. In certain circumstances we may act for and owe duties of care to other parties which may conflict with the duties of care we owe to you, in which case we will advise you of this so you are aware of any possible conflict of interest. Please refer to clause 13 in Part D of these Terms of Business for more information on how we will manage potential conflicts of interest.
8. FEES AND PAYMENTS
8.1. The Fees payable by you to us are specified in Schedule 2 as varied from time to time in accordance with clause 18.2.
8.2. Fees payable to us shall be paid to the bank account details specified in Schedule 2 by BACS transfer or to such other bank account details that we have provided you with reasonable written notice of. If you provide us with your credit card details, you thereby authorise us to bill such credit card on the Effective Date for the Fees payable in respect of the Initial Term and on each anniversary of the Effective Date for the Fees payable in respect of any Extended Term. All sums payable under this agreement shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, then you shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by us equals the full amount which would have been received by it had no such deduction or withholding been required.
8.3. You must pay our fees no later than 30 days from the date the fee becomes due and payable unless we otherwise notify you in writing. You agree to pay interest to us at 3% above the base rate of the Bank of England from time to time on all sums not paid by the due date, in each case until, but excluding, the date of actual payment.
8.4. You agree to pay interest to us at the interest rate specified in clause 8.3 after as well as before judgment. All such interest shall accrue on a day-to-day basis and be calculated on the basis of a 365-day year and interest shall be compounded on a quarterly basis.
8.5. Any sum we pay to you will, whether this is stated explicitly or not, include any applicable VAT or other tax or duty and we will not pay any additional sum by way of VAT or any other tax or duty. Any payment to be made by you may be stated to include VAT or any other tax or duty, but if it is not so stated, and VAT or such other tax or duty is or proves to be applicable, you will pay such VAT, tax or duty in addition to the relevant payment.
8.6. Without notice to you, we may set off any liability of yours to us against any liability we owe to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. You may not for any purpose set off any sum we owe or allegedly owe to you against any sum owing to us.
8.7. You shall indemnify us for any costs or expenses (including third party fees and expenses) that we incur in enforcing any term of this Agreement.
8.8. The Fees are not refundable.
PART C – YOUR OBLIGATIONS
9. YOUR OBLIGATIONS
9.1. During the life of this Agreement, you undertake and agree to:
9.1.1. act in good faith towards us;
9.1.2. give us clear instructions;
9.1.3. ensure all information provided to us is complete, fair and accurate and includes (but is not limited to):
18.104.22.168. your name and any details regarding your role as a Non-Executive Director or advisor that we reasonably request;
22.214.171.124. any other information or documents that we request during Onboarding or at any other time that this agreement are in force.
9.1.4. notify us as soon as reasonably practicable on you becoming aware that any information provided to us was unfair, inaccurate, misleading or requires updating;
9.1.5. notify us as soon as reasonably practicable on you becoming aware that any of the events listed in clauses 19.4.3 to 19.4.17 have occurred;
9.1.6. act in accordance with the Applicable Laws;
9.1.7. provide us with all reasonable assistance as we may reasonably require in a timely manner;
10.1. You represent, warrant and undertake that:
10.1.1. you are a natural person who is 18 years of age or over and have full power and authority to enter into this Agreement and perform the obligations under it and doing so will not conflict with any laws applicable to you or other existing obligations and all governmental, regulatory and other consents required have been obtained by you and entering into this Agreement shall not violate or conflict with any requirements of any Applicable Law or any other contractual restrictions applicable to you;
10.1.2. there is no legal or other impediment that would prevent you accepting a position as a Non-Executive Director or advisor and acting in the capacity of a Non-Executive Director or advisor;
10.1.3. you will comply with all of the requirements of the Applicable Laws that are applicable to you or your obligations under this Agreement;
10.1.4. you will promptly give (or procure to be given) to us any such information and assistance as we may reasonably require to enable us to assist or achieve compliance with any of our obligations;
10.1.5. you will inform us as soon as reasonably practicable if you cease to be legally entitled to approach Companies offered through the Platform with a view to you becoming a Non-Executive Director or advisor;
10.1.6. you are solvent; and
10.1.7. any information which you have provided to us is complete and accurate, and you agree to provide any further information properly required by any Applicable Laws and will notify us forthwith if there is any material change in any such information provided.
11.1. You shall not, for the duration of this Agreement, or for a period of 24 Calendar Months following the termination of this Agreement:
11.1.1. attempt to induce, solicit or entice any person to leave their employment with us or to stop providing that person’s services to us; or
11.1.2. attempt to induce, solicit or entice away from us or approach or have any dealings with any person that was a client of ours at the date of termination or in the 12 Calendar Months prior to termination with a view to entering into a business relationship with that person;
11.1.3. employ or engage or otherwise facilitate the employment or engagement of any employee of ours or anyone that provides services to us, whether or not such person would be in breach of contract as a result of such employment or engagement;
11.2. The restrictions in clause 11.1 apply where you are acting:
11.2.1. directly or indirectly; and
11.2.2. on your own behalf or on behalf of, or in conjunction with, any firm, company or person.
11.3. Without prejudice to any other right or remedy available to us, you acknowledge that damages alone will not be an adequate remedy for breach this clause 11 and agree that an injunction may be an appropriate remedy.
PART D - GENERAL
12. LIABILITY AND INDEMNITY
Your liability to us
12.1. You agree with us (for ourselves and as trustee for our directors, partners, officers and employees) that you shall indemnify and hold us harmless against all liabilities, claims, demands, losses, damages, costs or expenses which may be made against us or incurred by us (including reasonable professional fees) in respect of any loss or damage sustained or suffered, or alleged to have been sustained or suffered, by any person or any action which could impose any liability on us by reason of the negligence, wilful default or bad faith of or breach of this Agreement by you or any of your partners or agents. You will immediately on demand be liable to pay us any sum due under this indemnity, and it will immediately constitute a debt for the purposes of this clause 12 or we may at our sole discretion satisfy such indemnity (in whole or in part) by way of deduction from any payments due to you.
12.2. In this clause 12 references to claims or demands shall include references to costs and expenses (including but not limited to any and all legal costs and our own administrative costs) arising from, or incidental to, the negligence, wilful default or bad faith of or breach of this Agreement by you and in particular the costs of investigating and defending, and any payment (whether of compensation or a fine or otherwise) made or required to be made as a result of, any claim, complaint, arbitration, regulatory investigation or disciplinary or enforcement action.
Our liability to you
12.3. We shall not be liable for any loss or damage in respect of any matter for which liability is expressly excluded under this Agreement, or arising out of or in connection with any error or inaccuracy in information provided by you or any misrepresentation or wilful misconduct or any other act of another person.
12.4. We shall be entitled to assume that any information provided to us and any directions or instructions communicated to us by you or on your behalf, or which appear to be properly communicated to us by you or on your behalf, are accurate, complete and properly authorised by you and, in performing the Services, we shall be entitled to rely on such information, direction or instruction and we shall not be liable in respect of anything done or suffered to be done by you in accordance with any such information, direction or instructions.
12.5. We shall not be liable for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business or anticipated savings, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.
12.6. Our aggregate liability to you under this Agreement shall be limited to no more than the Fees received by us under this Agreement in the 12 months preceding the claim, except where we may not lawfully exclude or limit liability. We will not be liable for any matters occurring beyond our reasonable control, such as relating to you securing NED or advisor positions.
12.7. Nothing in this Agreement shall limit our liability for personal injury or death, fraud or any other liability the exclusion or limitation of which is not permitted by Applicable Laws.
13. CONFLICTS OF INTEREST
13.1. We always aim to treat you fairly and avoid conflicts of interest. We will always seek to avoid placing ourselves in a position where our interests, or our duty to another party, prevent us from discharging our duty to you. Despite our best efforts, circumstances may arise where we have a conflict of interest between us (including our managers, employees or agents) and you, or between you and another of our clients.
13.2. We have developed and apply comprehensive conflict management policies and procedures. These are designed to prevent any conflicts of interest adversely affecting or compromising your interests. However, in some cases, where we cannot be reasonably confident that we can prevent the risk of damage to your interests, we will discuss this with you. If you have any concerns in relation to conflicts of interests or wish to request a copy of our conflicts of interest policy, please contact us.
14. DATA PROTECTION
14.1. In this clause 14 the following words and expressions have the following meanings:
“Article” means an article of the GDPR;
“Data Breach” means a personal data breach affecting the Shared Personal Data or any part thereof;
“Data Protection Law” 1. the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy;
2. the Privacy and Electronic Communication (EC Directive) Regulations 2003; and
3. the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”),
each as amended and updated from time to time;
“Data Subject Request” means a request from a data subject relating to the exercise of his or her legal rights under Data Protection Law in relation to Shared Personal Data;
“Discloser” means you;
“Recipient” means us; and
“Shared Personal Data” means the personal data to be shared by the Discloser under this Agreement.
14.2. The terms “personal data”, “data subject”, “processor”, “controller”, “processing”, “personal data breach”, “pseudonymisation” and “supervisory authority” will have the meanings given them by Data Protection Law. The term “special category data” shall mean the personal data referred to in paragraph 1 of Article 9.
Shared Personal Data
14.3. Each party shall, when processing Shared Personal Data ensure compliance with Data Protection Law at all times during the Term.
Rights of Data Subjects
14.4. Each party shall, in respect of Shared Personal Data, ensure that it provides clear and sufficient information to the data subjects of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Articles 13 and 14.
14.5. Each party shall provide any information and assistance reasonably required by the other party in order to comply with its obligations in respect of Data Subject Requests.
14.6. The Recipient shall not transfer the Shared Personal Data to a third party unless:
14.6.1. it has a written contract in place with such third party imposing conditions on the third party that are at least equivalent to the Recipient’s obligations under this clause 14; and
14.6.2. where the third party is located outside the EEA, ensure that the transfer complies with the provisions of Article 44;
and in respect of any transfer the Recipient shall remain liable to the Discloser for the acts and omissions of the third party.
Security and Training
14.7. The parties shall implement and maintain appropriate technical and organisational measures to:
14.7.1. prevent unauthorised or unlawful processing of, and accidental loss or destruction of, or damage to, the Shared Personal Data; and
14.7.2. ensure a level of security appropriate to the risk and the nature of the Shared Personal Data, and to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage.
14.8. Each party shall comply with its obligations to report any Data Breach to the appropriate supervisory authority and (where applicable) data subjects under Article 33, and shall each inform the other party of any Data Breach without undue delay, and provide the other party with any information and assistance reasonably required by the other party in connection with the Data Breach.
14.9 Each party shall:
14.9.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;
14.9.2 not engage in any activity, practice or conduct which would constitute an offence under such applicable laws, statutes, regulations or codes; and
14.9.3 promptly report to the other party any request or demand for, or offer of, any undue financial or other advantage of any kind in connection with the performance of this Agreement.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. Subject always to clause 15.4 and acknowledging that you retain ownership of all intellectual property rights in your pre-existing proprietary documents, information, items and materials which may be transmitted to the Platform or otherwise used in connection with the Services, we (or our licensors) will retain all ownership, title, copyright and other intellectual property rights in all materials developed, designed or created by us before or during the provision of services to you including systems, methodologies, software, know-how, questionnaires, templates, legal documents and working papers. We will also retain all ownership, title, copyright and other intellectual property rights in all reports, contracts, written advice or other materials provided by us to you, and all derivative works created by you using the same. We grant you a non-exclusive, non-transferable, non-sublicensable, royalty free licence to use those materials, but only for the purposes for which they were created under this Agreement and only for as long as this agreement remains in force. Our status as the owner and author of the materials on the Platform (or that of identified licensors, as appropriate) must always be acknowledged. The licence granted to you does not give you any rights in those materials (including any material that we may licence from third parties).
15.2. You shall not copy, modify rent, sell, publish, republish, share, broadcast, license, lease, transfer, assign, distribute, display, store, disclose, reverse engineer, decompile or disassemble, or otherwise commercially exploit any documentation, questionnaires, templates, legal documents or other materials we provide to you or make available on the Platform, except as expressly authorised by this Agreement. You shall not use the Platform or the materials on it to create any derivative works (except to the extent expressly permitted by us) or competitive products, or allow any third parties to access, use or benefit from the Platform or materials on it in any way.
15.3. You agree that you will be solely responsible for any content submitted to the Platform (“User Content”). Specifically, you agree, represent, and warrant that you have the right to submit the User Content and that all such User Content will comply with our acceptable use standards in clause 3.6. You agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties in this clause.
15.4. You retain ownership of your User Content and all intellectual property rights subsisting therein. When you submit User Content you grant us an unconditional, non-exclusive, fully transferrable, royalty-free, perpetual, irrevocable, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating the Platform and providing our Services.
15.5. You agree that we may refer to you/your business by name and/or use any logo or other trade mark of yours in our advertising and promotional material with your prior written permission, and vice versa.
16. ASSIGNMENT AND THIRD PARTY RIGHTS
16.1. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under this Agreement.
16.2. This Agreement is personal to you and you shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
16.3. A person who is not a party to this Agreement may not enforce any of the terms of the Agreement under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available other than under such Act.
17.1. Any notice or other communications given to us under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or email to the email address associated with your account, or in our case to the following addresses (unless specified otherwise by notice):
Address: First Floor, 5 Fleet Place, London, United Kingdom, EC4M 7RD
17.2. Any notice or other communications given to you under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or email to the addresses you provide to us during On-Boarding (unless specified otherwise by notice).
17.3. Any notice or communication shall be deemed to have been received:
17.3.1. if delivered by hand, on signature of a delivery receipt;
17.3.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
17.3.3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
17.4. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18.1. Subject to clauses 18.2 and 18.3, we may amend these Terms of Business by providing you with two months’ written notice.
18.2. Notwithstanding clause 18.1, we may amend the Schedules to these Terms of Business by providing you with 5 Business Days’ written notice.
18.3. Notwithstanding clause 18.1, we may amend this Agreement where required to do so by any Applicable Law immediately on providing you with written notice.
19.1. Without affecting any other right or remedy available to it, either you or we may terminate this Agreement at the end of the Initial Term by providing at least 30 days’ written notice prior to the end of the Initial Term.
19.2. Without affecting any other right or remedy available to it, either you or we may terminate this Agreement after the Initial Term on each anniversary of the Effective Date by providing at least three months’ written notice prior to the end of each Extended Term.
19.3. Without affecting any other right or remedy available to you, you may terminate this Agreement by providing one months’ prior written notice where we have exercised our right in either clause 18.1 or 18.2 to vary this Agreement, and where you exercise this right in accordance with this clause 19.3, the variation of the Agreement shall not be effective during the notice period.
19.4. Notwithstanding the provisions of clauses 19.1 and 19.2, and without affecting any other right or remedy available to it, either you or we may terminate this Agreement with immediate effect by providing written notice to the other party if:
19.4.1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment
19.4.2. either you or we have reasonable grounds for suspecting that the other party or its employees have committed fraud or have been dishonest;
19.4.3. the other party has committed a material breach of a material term of this Agreement that is not capable of being remedied;
19.4.4. the other party has committed a material breach of a material term of this Agreement that is capable of being remedied but has failed to remedy that breach after 30 days of the other party providing written notice particularising the breach;
19.4.5. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the IA 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
19.4.6. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the IA 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
19.4.7. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
19.4.8. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
19.4.9. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
19.4.10. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
19.4.11. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
19.4.12. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
19.4.13. the other party (being an individual) is the subject of a bankruptcy petition, application or order;
19.4.14. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
19.4.15. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 19.4.5 to 19.4.14.
19.4.16. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or
19.4.17. the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.
20. CONSEQUENCES OF TERMINATION
20.1. Termination of this Agreement pursuant to clause 19 shall be:
20.1.1. without prejudice to and shall not affect any accrued rights, existing commitments or any contractual provision intended to survive termination; and
20.1.2. without penalty or other additional payment save that, within 7 Business Days of termination, you shall be obliged to pay any sum that is due and outstanding under this Agreement to us at the date of termination
20.2. The following clauses shall remain in full force and effect on and after termination of this Agreement:
20.2.1. clause 1;
20.2.2. clauses 4 to 6
20.2.3. clause 8;
20.2.4. clauses 10 to 17;
20.2.5. clauses 20 to 25;
20.2.6. Schedule 2; and
20.2.7. any relevant provisions of the Transition to Portfolio Standard Terms of Business below (if applicable).
21.1. In this clause, Confidential Information means any information (however recorded or preserved) which:
21.1.1. you or we may have or acquire (whether before, on or after the date of this Agreement) in relation to the customers, business, assets or affairs or plans, intentions or market opportunities of the other party.
21.1.2. any party to this Agreement or any member of its Group may have or acquire (whether before, on or after the date of this Agreement) in relation to the customers, business or assets of the other party or any member of the other party’s Groups, as a consequence of the negotiations relating to this Agreement or any other agreement or document referred to in this Agreement or the performance of this Agreement or any other agreement or document referred to in this Agreement; or
21.1.3. relates to the contents of this Agreement (or any agreement or document referred to in this Agreement or agreement or arrangement entered into pursuant to this Agreement),
but excludes the information in clause 21.2.
21.2. Information is not Confidential Information if:
21.2.1. it is or becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement);
21.2.2. a party to this Agreement can establish to the reasonable satisfaction of the other party to which the information relates that it found out the information from a person not connected with the other party or its Group and that such person is not under any obligation of confidence in respect of the information;
21.2.3. a party to this Agreement can establish to the reasonable satisfaction of the other party to which the information relates that the information was known to the first party before the date of this Agreement and that it was not under any obligation of confidence in respect of the information; or
21.2.4. the parties agree in writing that it is not confidential.
21.3. Each party to this Agreement shall at all times keep confidential (and use all reasonable endeavours to ensure that its employees, agents, subsidiaries, and the employees and agents of such subsidiaries shall keep confidential) any Confidential Information and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement, and shall not disclose such Confidential Information except:
21.3.1. to another member of the party’s Group or to a party’s professional Advisors where such disclosure is for a purpose related to the operation of this Agreement;
21.3.2. with the written consent of such of the party or any member of its Group that the information relates to;
21.3.3. as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure;
21.3.4. a party to this Agreement may, provided it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure; or
21.3.5. to any tax authority to the extent reasonably required for the purposes of the tax affairs of the party concerned or any member of its Group.
21.4. Each party to this Agreement shall inform (and shall use all reasonable endeavours to procure that any subsidiary shall inform) any officer, employee or agent or any professional Advisor advising it in relation to the matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall require them:
21.4.1. to keep it confidential; and
21.4.2. not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of this Agreement).
21.5. On termination of this Agreement, each party to this Agreement shall (and shall use all reasonable endeavours to procure that its subsidiaries, and its officers and employees and those of its subsidiaries shall):
21.5.1. return to the other parties all documents and materials (and any copies) containing, reflecting, incorporating or based on the other parties’ Confidential Information; and
21.5.2. erase all the other parties’ Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable)
provided that a recipient party (and/or the Sub-Fund, as the case may be) may retain documents and materials containing, reflecting, incorporating or based on the other parties’ Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
21.6. The provisions of this clause 21 shall continue to apply after termination of this Agreement for any cause.
22. FURTHER ASSISTANCE
22.1. Each of the parties to this Agreement shall execute all deeds or documents (including any power of attorney) and do all such other things that may be required from time to time for the purpose of giving effect to the terms of the Agreement and the transactions contemplated by it.
23. ENTIRE AGREEMENT AND RELATIONSHIP
23.1. This Agreement (including the below standard terms of business relating to our Transition to Portfolio subscription, where applicable) constitutes the entire agreement and understanding of the parties to the Agreement and supersede any previous agreements between the parties relating to the subject matter of the Agreement.
23.2. Each of the parties to this Agreement acknowledges and agrees that in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to the Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
23.3. Nothing in this Agreement (or any of the arrangements contemplated by it) shall be deemed to create a partnership between the parties or to imply that the relationship between you and us is that of employer and employee or agent and principal.
24.1. Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.
24.2. No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
24.3. If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of the Agreement shall not be affected.
24.4. Connectd shall act as independent contractor. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party or authorise any party to make or enter into any commitments for or on behalf of the other party. Connectd may, at its discretion, perform its obligations through any employee, agent or subcontractor, with prior written permission from the Client.
25. GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
25.1. Each of the parties irrevocably consents to any process in any legal action or proceedings arising out of or in connection with this Agreement being served on them in accordance with the provisions of the Agreement relating to service of communications. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.
SCHEDULE 1 – THE SERVICES
1. THE INTRODUCTION SERVICES THAT WE WILL PROVIDE TO YOU
1.1. We will provide you with the following introduction services (the “Introduction Services”):
1.1.1. We will make introductions of Companies or their Representatives to you via the Platform with a view to you negotiating with the Company to become a Non-Executive Director or an advisor of the Company (“Introductions”).
1.1.2. We shall use reasonable endeavours to provide you with access to the Platform, save for any period during which we are undertaking maintenance, updates or any other work to the Platform. The Platform shall be provided on an “as is” basis with no warranty, express or implied, of any kind. We expressly disclaim any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.
1.1.3. We shall provide information about our various additional services to help inform you what additional services you would like to purchase.
2. THE LEGAL SERVICES THAT WE WILL PROVIDE TO YOU
2.1. We will provide you with the following legal services (the “Legal Services”):
2.1.1. We shall publish and make available to you on the Platform questionnaires on specific legal documents (as such documents are advertised on the Platform from time to time) (“Questionnaires”).
2.1.2. The Questionnaires will be available to you immediately following receipt of the Fees and will continue to be available throughout the term of this Agreement. In some limited circumstances, we may need to provisionally suspend the provision of the Questionnaires to fix technical problems or to update them to comply with relevant changes in the law or other regulatory requirements. We may also suspend your access to the Questionnaires, without any liability, if we do not receive timely payment from you.
2.1.3. Where you choose to complete any Questionnaires, an auto-populated template legal document (“Contract”) will be generated based on the responses you input.
2.1.4. Once a Contract has been created, you may save, edit and download it, share it with third parties (solely for the purposes of facilitating and executing that particular transaction, and always subject to clause 3.6), and sign the Contract via e-signature facilities made available via the Platform. You acknowledge that you will be bound by any third party terms of service with respect to your use of such e-signing facilities.
2.1.5. We shall additionally provide a helpdesk functionality enabling you to contact us via email at email@example.com should you require support or have any questions about the Questionnaires or the Legal Services generally. We shall use reasonable endeavours to respond to any support requests within reasonable timescales during Business Hours on Business Days but we make no commitments regarding guaranteed response times. You agree to co-operate with us and provide us with such information as we may reasonably require in connection with any support query.
2.1.6. In the event that the assistance you require under paragraph 2.1.5 of this Schedule 1 is legal or accounting in nature, we may refer you to our legal partner, Arch Law Limited, trading as arch.law (“Arch Law”), which is authorised and regulated by the Solicitors Regulation Authority, or to our accounting partner, Wilson Wright LLP (“Wilson Wright”). By submitting any support request via our helpdesk, you expressly consent to your request and personal data being shared in this manner.
2.1.7. Any advice or support offer by Arch Law or Wilson Wright may be via email or by way of an initial free consultation. If you subsequently instruct Arch Law Wilson Wright to act on your behalf, they will engage you under their own terms of business (including charging any fees that may apply). For the avoidance of doubt, we do not accept any responsibility or liability whatsoever in respect of the advice or services provided by Arch Law or Wilson Wright. We are not involved in or a party to the dealings between you and Arch Law or Wilson Wright and any disputes or claims you have are with and against them directly. We do not control and are not liable to or responsible for the quality, accuracy, lawfulness or availability of the advice or services offered by Arch Law or Wilson Wright and we shall have no responsibility or liability to you whatsoever in that regard.
2.1.8. We shall use reasonable endeavours to provide you with access to the Platform, save for during any period during which we are undertaking maintenance, updates or any other work to the Platform. The Platform shall be provided on an “as is” basis with no warranty, express or implied, of any kind. We expressly disclaim any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.
3. WHAT WE WILL NOT DO
3.1. For the avoidance of doubt:
3.1.1. The Services do not include promoting you to Companies or their Representatives or providing any assistance in facilitating any transactions between you and Companies or their Representatives beyond hosting promotional material on the Platform – we may make introductions to Companies or their Representatives, but it is entirely up to you to promote yourself to Companies or their Representatives.
3.1.2. We do not commit to any minimum or periodic time commitment in respect of the Services and the provision of Services is subject to the availability of our staff members and the knowledge and contacts which they possess.
3.1.3. You acknowledge that whilst we will use reasonable endeavours to provide the Services, you acknowledge that we are not responsible for providing Introductions and do not provide any assurance or guarantee that the Services or Platform will lead to Introductions being successful.
3.1.4. You acknowledge that our business activity includes providing the Services and the Platform and that we are not a marketing services provider, law firm or tax adviser.
3.1.5. You acknowledge and agree to use the Legal Services on the express understanding that we are not a law firm and we do not provide you with legal advice. The Questionnaires we publish and any ensuing Contracts generated are not a substitute for legal advice and are published for general information purposes only. You are solely responsible for the content, preparation, accuracy and review of any materials prepared via the use of the Legal Services and your reliance thereon. If you need assistance in completing or editing any Contract for your purposes, or advice on its suitability for your circumstances, you should consult a suitably qualified legal or other professional adviser. Professional or specialist advice should always be sought before taking any action on the basis of any information provided via the Legal Services.
3.1.6. You assume sole risk and responsibility for results obtained from the use of the Legal Services and from any actions taken or decisions made based on the information contained in or generated by the Legal Services. We do not warrant or represent that the information, material or services supplied via the Legal Services will be delivered free of inaccuracies, interruptions, delays, omissions or errors. We shall have no liability for any loss suffered by you as a result of any errors or omissions in a Contract, or for any damage caused by errors or omissions in any information or instructions provided to us or via the Platform by you in connection with the Legal Services, or any actions taken by us at your direction.
3.1.7. You acknowledge that our Questionnaires and Contracts are made available to you on the Platform on the basis that they are not drafted by us or our employees specially for use by you. We are not a party to any Contract generated via the Platform. Any Contracts you generate via the Platform are used by you at your sole risk and it is your responsibility to ensure they reflect your requirements. We make no warranties, representations or guarantees that any Contract will be fit for its intended purpose, of satisfactory quality, suitable for your needs or appropriate, accurate, complete, up-to-date or legally compliant for your particular use or specific requirements.
3.1.8. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
SCHEDULE 2 – FEES
1.1. You agree to pay to us the annual subscription fee set out on the following page of the Platform: https://www.connectd.co/advisors, depending on which type of membership you opt for (the “Fees”).
2. PAYMENT DATE
2.1. The Fees shall become due and payable on each anniversary of the Effective Date or, where that date is not a Business Day, on the next Business Day following that date.
Transition To Portfolio - Standard Terms Of Business
Where you also opt for our Transition to Portfolio subscription, the terms set out below (the “T2P Terms”) shall apply in addition to the Advisor Terms and Conditions above (hereinafter referred to as the “Advisor Terms”) and are expressly incorporated. To the extent of any conflict between the T2P Terms and the Advisor Terms, the T2P Terms shall take priority
1.1 The Client agrees to participate in the Programme and appoints Connectd to provide it with Programme services as set out here (the “Services”), in consideration for which the Client shall pay the agreed fees set out on the aforementioned web page (the “Programme Fees”) and grant Connectd the rights set out in these terms. The Client agrees that Connectd has been retained on a non-exclusive basis to provide the Services.
1.2 Connectd agrees, in exchange for the agreed consideration, to provide the Services for an initial minimum one-year term (the “Term”). You are agreeing to commit to the Programme and pay the Programme Fees for that minimum period (being the minimum Programme length). All rights accrued up to the point of termination will continue in force following termination.
1.3 The Term shall auto-renew for consecutive terms of the same length unless either party provides at least 30 days’ notice to terminate in advance of the first renewal date, or at least three months’ written notice to terminate in advance of any subsequent renewal date.
1.4 Connectd accepts the appointment and shall use all reasonable endeavours to provide the Services:
(i) in a timely, professional and communicative manner; and
(ii) with a degree of skill, care, and prudence as would reasonably be expected from a professional company providing NED/advisor training and development services; and
(iii) in compliance with all applicable law and regulations.
1.5 Connectd’s Services do not include providing legal, financial or tax advice, and the Client is responsible for obtaining its own independent advice where required. Connectd provides the Services to support the Client’s progress but does not provide any warranty or guarantee that the Client will successfully launch a portfolio career or find desired NED, advisor or similar engagements as a result of participating in the Programme.
1.6 In addition to these T2P Terms, your use of the Connectd online platform as part of the Services is governed by the Advisor Terms.
(2) Client Obligations
2.1 The Client agrees to Connectd’s appointment and the terms of this engagement, and shall use all reasonable endeavours to work with Connectd:
(i) in a timely, professional and communicative manner;
(ii) with a degree of skill, care, and prudence as would reasonably be expected from a professional receiving the Services; and
(iv) in compliance with all applicable law and regulations.
2.2 The Client agrees that it will assist Connectd in its provision of the Services including through:
(i) diligently participating in all component parts of the Programme as detailed in the Order Form;
(ii) communicating in a timely manner with Connectd during the Programme, including without limitation where Connectd has sent questions or other requests to the Client, and in relation to the Client’s participation in the NED Academy or the Client’s appointed Mentor;
(iii) keeping Connectd informed within a reasonable period of developments or proposals in relation to the Client that may affect the provision of the Services by Connectd; and
(iv) ensuring that, save as disclosed, information provided to Connectd in connection with the Client and its participation in the Programme is accurate in all material respects.
2.3 The Client agrees that it shall act respectfully at all times during the Programme towards all people with which it has contact with during the Term, including without limitation all other participants in the Programme, all persons within Connectd’s organisation and any other person with which the Client has contact during the Term. Connectd retains sole discretion to determine whether or not the Client has abided by this clause, and reserves the right to terminate this agreement without notice in the event Connectd determine that it has been breached.
2.4 The Client accepts responsibility for the ongoing development of its ‘transition to portfolio’ and the outcome of its efforts in securing NED or advisor positions. Whilst Connectd may provide expertise, knowledge and skill in delivery of the Services in accordance with these terms, Connectd enters into these terms on the understanding that the Client will be solely responsible for securing NED or advisor positions in future and expanding its own network to the best of its abilities.
2.5 Connectd will not be held liable or responsible in any way in whole or in part or as otherwise agreed where any potential liability or responsibility arises wholly or partly as a result of the Client’s breach or breaches of this clause 2.
(3) Payment of Fees
3.1 In exchange for the Services, the Client agrees to pay the Programme Fees as set out here.
3.2 Where fees are payable monthly, the Client understands that by signing the Order Form, it is committed to paying the full contract fee, except where (a) Connectd has ended this agreement without cause, or (b) where Connectd is in material breach of these terms. Where Connectd is unable to provide the Services due to the Client’s breach of these terms or the Client failing to remain in contact with Connectd, then Connectd shall remain entitled to the full contract fee.
3.3 Connectd shall be entitled to charge interest on overdue payments at the prevailing statutory rates from time to time.
3.4 The Client shall at all times act in good faith towards Connectd and not act against Connectd’s financial interests or engage in any activity that may have a direct or indirect effect of reducing artificially any payments due to Connectd under this agreement or which may have the effect of circumventing or negating Connectd’s right or entitlement to them.
(4) The Programme
4.1 Online content and media within the Platform (including without limitation via the NED Academy) and other content provided by Connectd to Programme participants (“Programme Content”) is developed as an educational support and guide for individuals seeking to develop skills as an NED or an advisor. As such is delivered for informational and educational purposes only, and shall under no circumstances constitute financial, legal, tax or other forms of professional advice.
4.2 If you find any Programme Content that you believe is not accurate, please let us know and we will do our best to verify and amend the information. We make no warranties about the completeness, reliability, or accuracy of the information delivered through our Programme. You must make your own judgments in any given circumstance for if you require professional advice.
4.3 Mentors are sourced by Connectd but are not employees or agents of Connectd. Each Mentor is an independent third party contractor, who is providing mentorship services directly to the Client, up to an agreed value (3 hours during the Programme), according to their own schedule and working time. All Mentor fees are included within the Programme Fees up to the agreed commitment. As such, you understand that you establish a private relationship with your Mentor, who may separately require you to agree to their own terms of service before commencing mentorship services together.
4.4 Connectd is not a mentorship service. Connectd facilitates the relationship between each Client and Mentor. Where you are unhappy or dissatisfied with your Mentor, we may ask you to provide reasons for this. At our discretion having assessed your circumstances, we may suggest that you persist with the current Mentor or endeavour to find a replacement for you for the remainder of your 3-hour allocation.
4.5 Once we have facilitated a mentorship arrangement with a Mentor, our involvement is limited to our obligations as set out in these terms and anything beyond these obligations is beyond our reasonable control. In particular, we cannot be held responsible for the actions or omissions of Mentors (or their representatives). The Client and their Mentor form a contract between them which Connectd is not a party to. Connectd is an intermediary in that arrangement, but cannot guarantee the performance by either party of their respective obligations under it, and Connectd holds no liability to the Client beyond what is stated in these terms.
4.6 If you wish to make a complaint regarding your Mentor, you should contact us as soon as possible so that we can investigate and if required, source a replacement. However, if you wish to make any form of claim relating to your Mentor beyond wanting a replacement, such a claim is outside of Connectd’s remit and must be referred to the appropriate competent legal authorities. Where a claim has arisen as a result of mentorship delivered during the Programme, we may be able to provide information to any competent authorities in respect of that claim, subject to our contractual and legal obligations.
4.7 Similarly, once we connect you with a company for a pro-bono placement (“Placement Company”), you agree that you are entirely responsible for your own actions, omissions and general behaviour with a Placement Company, and you agree not to represent yourself as being employed or contracted by Connectd for the services you are providing. You may choose to sign a services agreement with the Placement Company, although you should make your own judgements for this. Connectd is or will not be a party between the Client and any Placement Company.
4.8 We do not prescribe the length or scope of your placement – this is for you to establish with the Placement Company.
4.9 We guarantee a pro-bono placement for you during the Programme. If it is unsuccessful or if the placement is declined by you for any reason, we may be able to arrange for you to provide services at a replacement Placement Company, although we cannot guarantee this.
4.10 We will use our reasonable efforts to match you with a Placement Company based on the information we have about you, although we cannot guarantee that you will be satisfied with the Placement Company or that it will result in a long-term or otherwise fruitful relationship. You will not be obligated to continue providing services for any Placement Company, subject to any terms agreed with such Placement Company.
(5) Term and Termination
5.2 The termination rights set out in clause 19.4 of the Advisor Terms apply equally to Transition to Portfolio subscriptions.
(6) Intellectual Property
“Intellectual Property” means: (a) all intellectual property rights worldwide arising under statutory or common law or by contract including patents, rights in registered and unregistered trademarks, rights in registered and unregistered designs, trade, business and company names, internet domain names and email addresses, copyright (including moral rights), database rights, rights in software, knowhow, secret formulae and processes, rights in educational content and materials, lists of suppliers and customers and other confidential and proprietary knowledge and information; and (b) all applications and rights to apply for the registration of intellectual property rights anywhere in the world.
6.1 All Intellectual Property rights in the Programme Content is vested in and shall remain owned by (or licenced to) Connectd at all times. Connectd grants the Client a limited, non-exclusive, royalty-free licence to access the Programme Content and use it for the purposes of participating in the Programme. Connectd reserves the right to withdraw, recall or modify any such Programme Content at any time.
6.2 For clarity, the Client retains all Intellectual Property in its own personal or business offering, and its brand and business generally, and nothing in this agreement is intended to or will transfer any such Intellectual Property to Connectd.
7.1 Where Connectd makes an introduction to a third party such as a Mentor or Placement Company, Connectd makes no representation or warranty as to the party which it has introduced to the Client. The Client and all third parties make their own independent judgments, and the Client agrees that it is required to undertake its own due diligence before entering into any relationships with third parties.
(8) Other Legal Terms
8.1 This is an agreement between the parties and only they can enforce it, although the Client agrees that a demand for payment of Programme Fees can be enforced against a director of the Client who is participating in the Programme.
8.2 No amendment or variation of the terms will be effective unless in writing and signed by an authorised person on behalf of all parties, save where Connectd has agreed to additional scopes of work with Client by email and has commenced working on them.