Terms & Conditions (Fractionals)

Terms of Business

By subscribing to these Services, you confirm that the Services are being purchased as part of setting up or expanding a career, in a professional context, with the intention of making a profit or earning income and not simply for reasons of personal development or knowledge enhancement for private consumption. It is for purposes relating to your trade, business or profession and not for personal use for purposes wholly or mainly outside of that. 

FURTHER, BY SUBSCRIBING TO OR USING THE SERVICES, YOU (THE “SUBSCRIBER”) ACCEPT AND AGREE TO THESE CONNECTD TERMS OF SERVICE (THE “AGREEMENT”).  THIS AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN SUBSCRIBER AND LINKEXEC LTD, T.A. CONNECTD, AN ENGLISH PRIVATE LIMITED COMPANY WITH A BUSINESS ADDRESS LOCATED AT 32-28 LEMAN STREET, LONDON E1 8EW UK (“CONNECTD”). SUBSCRIBER’S USE OF THE SERVICES (AS DEFINED BELOW) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SO SUBSCRIBER SHOULD TAKE THE TIME TO FULLY UNDERSTAND HOW THIS AGREEMENT GOVERNS SUBSCRIBER’S RELATIONSHIP WITH CONNECTD AND SUBSCRIBER’S USE OF THE SERVICES. SUBSCRIBER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. TO THE EXTENT APPLICABLE, BY ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY, YOU AND THE APPLICABLE COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY EACH REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU”, “YOUR” AND “SUBSCRIBER” WILL REFER TO YOU OR SUCH ENTITY.  IF SUBSCRIBER DOES NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, SUBSCRIBER MUST NOT AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE EARLIER OF THE DATE THAT SUBSCRIBER AGREES TO THIS AGREEMENT OR THAT SUBSCRIBER ACCESSES THE SERVICES.

PART A – INTERPRETATION, COMMENCEMENT AND OUR RELATIONSHIP

1. INTERPRETATION

1.1 This Agreement, its Schedules, and any documents referred to in this Agreement      (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.     

1.2 The following words and phrases shall have the following meanings when used in this Agreement:

“Academy” means the training academy you may access and participate in as part of your subscription, as further described in paragraph 2.1 of Schedule 1;

“Account” means your online account for the Platform created following your successful On-Boarding;

“Affiliate” means, at any time, and with respect to any corporation, partnership, limited liability company, person or other entity, any other corporation, partnership, limited liability company, member, person or entity that at such time, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first corporation, partnership, person, or other entity. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation, partnership, person or other entity, whether through the ownership of voting securities, or by contract or otherwise.

“Agreement” means the Agreement as defined in Section 1.1 as amended from time to time in accordance with Section 17;

“Applicable Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction;

“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; 

“Code” means the United States Bankruptcy Code;

“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 Section 21.1;

“Effective Date” has the meaning described in the preamble of this Agreement; 

“Extended Term” has the meaning defined in Section 2.2;

“Fees” has the meaning set out in Section 8;

“Fractional Platform Subscription” means a subscription granting basic access to our Platform but without access to our Mentor, Academy or Placement services;

“GDPR” means the United Kingdom General Data Protection Regulation (EU) 2016/679 (Retained EU Legislation);

“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 an Affiliate, 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;

“Independent Director” means a director who is not a full or part-time employee of a company or holder of an executive office;

“Initial Term” means the period from the Effective Date to the end of the applicable agreed Subscription Period, depending on the Pathway Subscription you choose when signing up for membership;

“Introduction” has the meaning set out in Schedule 1 and “Introduce”, “Introduces” and “Introduced” shall be construed accordingly;

“Mentor” means an independent third-party expert we match you with as part of your Subscription and who provides mentorship services directly to you, up to an agreed value (depending on your chosen Pathway Subscription), as further described in paragraphs 2.4 –2.7 of Schedule 1;

“On-Boarding” means the on-boarding process as set out in Section 2.4;

“Pathway Subscription” means a paid-for subscription model you choose when signing up for membership, for example our 1-year ‘Fractional Pathway’, our 2-year ‘Fractional to Independent Director Pathway’, our 3-year ‘Transition to Portfolio Programme’ or such other pathway as we may make available on our Platform from time to time;

“Placement” means a pro bono placement we match you with at a Placement Company (as defined in paragraph 2.8 of Schedule 1), as such placements are further described in paragraphs 2.8 – 2.12 of Schedule 1);

“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, advisor or delegate of a party;

“Services” means the services specified in Schedule 1, together with any other services we agree to provide as part of the subscription membership you select when completing a purchase through the Platform.

“Subscription” means the Services provided to Subscribers by Connectd on a subscription basis for the duration of the Subscription Period;

“Subscription Period" means the period of each applicable subscription or membership as set out on the Platform when completing a purchase with us (which is dependent on the Pathway Subscription you choose when signing up for membership).

“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. References to sections, clauses and schedules are references to the sections, clauses and schedules of and to this Agreement unless otherwise stated.

1.5.  Headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

1.6.  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.

1.7. References importing the singular shall include the plural, and the masculine the feminine and neuter, and vice versa in all cases.

1.8. The expression deal, dealing, dealt, dealings and so on shall include all forms of contact or response to contact.

1.9. A reference to writing or written includes email.

1.10 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.

1.11. 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, subject to Section 2.2, herein, continue for the Initial Term unless it is terminated in accordance with Section 19 of this Agreement. For the avoidance of doubt, the collective Services shall be provided on an annual basis for as long as your applicable Subscription or membership is active, regardless of the overall length of the Initial Term or Subscription Period.

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 (together the “Term”) unless or until terminated in accordance with Section 19. If you have opted for a Subscription with an Initial Term of more than one (1) year, you may alternatively renew onto a subscription with a shorter Initial Term, in either case by giving us thirty (30) days’ notice in writing in advance of the renewal date. For the avoidance of doubt, the collective Services shall be provided on an annual basis for as long as your applicable subscription or membership is active, regardless of the overall length of the Initial Term or Subscription Period.

2.3 If both parties agree in writing (which may be via email by each party’s authorized representative), the Initial Term may be extended by such length as is determined and confirmed by Connectd to allow further time for you to progress through your Pathway Subscription (the “Extended Period”). The Fees payable for the Extended Period will be as confirmed by Connectd at the time such extension is agreed. The auto-renewal referenced in Section 2.2 shall operate from the end of the Extended Period (and each anniversary thereof) and the renewal term(s) shall be for one year (regardless of the accumulated length of the prior Initial Term plus Extended Period).     In 

2.4. 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 may include the completion of the registration form available on the Platform here; however in some cases (for example, where a subscription payment has been made), an Account may be created for you automatically without requiring completion of the registration form.

2.5. We reserve the right, in our absolute discretion, to revoke your access to the Platform if we reasonably believe that you do not have the experience, expertise and knowledge to be included as an Independent Director or advisor on the Platform.

2.6. You warrant and represent that the information provided by you to us as part 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.

2.7. 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. All such activities described in this Section 2.7 shall be conducted in accordance with our Privacy Policy (https://www.connectd.com/us/privacy-policy).

2.8. 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.

2.9. If we determine that your On-Boarding has been unsuccessful, your Subscription shall terminate on the date that we make such a determination.

2.10. By doing business with us and continuing to do so, you agree to do so in accordance with the terms of this Agreement, our Privacy Policy, and other polices, instructions, guidance, or rules that we may publish from time to time, unless we both agree otherwise in writing.

2.11. This Agreement replace specifically supersede any terms of business or any other agreement or understanding that we may have previously agreed with you.

3. THE PLATFORM AND USER INTERACTIONS

3.1. The Platform is operated by us and enables persons who have successfully completed On-Boarding to make and manage meaningful connections within the entrepreneurial ecosystem. The extent of your access to the various benefits on the Platform are dependent on the Pathway Subscription you select when completing a purchase through the Platform, and we may make updates and changes to our features, functionality and offerings at our sole discretion. 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. Your Account shall not be transferrable.

3.2. 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 unauthorized access. We reserve the right to terminate this Agreement, without penalty or liability to us, if we determine in our sole discretion that you have shared your Subscription with a third party and you shall not be due a refund for your fees.

3.3. You shall notify us immediately 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.

3.4. 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.

3.5. We shall not be responsible for any information posted, transmitted, displayed or shared by you on the Platform and you shall indemnify and defend us against all losses, damages or costs arising from any such information being posted, transmitted, displayed or      shared on the Platform.

3.6. 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.

3.7. 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.

3.8. 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.

3.9. While the Platform may enable users to interact or communicate with one another, we are not responsible for the content of those communications or for any conduct of users during such interactions. You acknowledge and accept that we have no obligation to monitor user communications or behavior, and that we disclaim all liability arising from any interaction that may give rise to legal liability or fall short of standards of expected conduct, including (but not limited to) conduct that is discriminatory, defamatory, harassing, misleading, or otherwise unlawful.

3.10. We require Companies on our Platform not to engage in, facilitate, or permit any unlawful discrimination or discriminatory conduct through the Platform or in connection with the Services, whether on grounds protected by Applicable Law or any other applicable anti-discrimination laws. This includes, but is not limited to, discrimination based on age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, and sexual orientation. To the extent that you experience any discrimination in connection with Introductions, you agree to indemnify, defend, and hold harmless Connectd, its affiliates, officers, employees, and agents from and against any losses, damages, liabilities, claims, costs, and expenses (including reasonable legal fees) arising out of or related to any claim, action, or proceeding alleging that Connectd engaged in, facilitated or contributed to unlawful discrimination or discriminatory conduct via the Platform.

3.11. We are not responsible for the outcome of any interactions between users or any job applications made through the Platform or in connection with the Services. All such activities are conducted solely at the users’ own risk, and we disclaim all liability for any loss, damage, or disputes arising from or related to these interactions or applications.

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 or any other Applicable Laws 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, breach the General Prohibition or other Applicable Laws, or otherwise in contravention of the terms of this Agreement.

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, shareholders, 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, shareholders, 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. NON-EXCLUSIVITY

5.1. Nothing in this Agreement shall preclude us from committing to similar agreements with other persons.

6. COMPLAINTS

6.1. If you are dissatisfied with any aspect of our service, you may send a formal complaint using the following contact details: info@connectd.co.

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 or any other applicable laws and, therefore, you will not obtain rights to complain to the Financial Ombudsman Service or claim compensation from the Financial Services Compensation Scheme or other similar regulatory bodies.

PART B – OUR SERVICES, OBLIGATIONS AND FEES

7. SERVICES

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 scenario so you are aware of any possible conflict of interest. Please refer to Section 13 in Part D of this Agreement for more information on how we will manage potential conflicts of interest.

7.3 Where the Services involve us providing advisory, consultancy or similar professional services, we shall use all reasonable endeavors to provide our 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 Independent Director/fractional/advisor training and development services; and

(iii) in compliance with Applicable Laws.
 

8. FEES, PAYMENTS AND STATUS UNDER EMPLOYMENT AGENCIES LEGISLATION

8.1. The Fees payable by you to us are specified in Schedule 2 as varied from time to time in accordance with Section 18.2. For clarity, the Fees are not payable for Introductions (as defined in paragraph 1.1.1 of Schedule 1). Connectd operates primarily as a networking platform and the Fees you pay are for Platform-related benefits such as upskilling, training and development via the Academy, Placements, access to Mentors and community networking in order to support your job search. The Fees are in no way related to Placements we facilitate, placements in any roles advertised on the Platform or to any employment outcomes achieved via the Platform, which are incidental and non-chargeable additional subscription benefits. For the avoidance of doubt, Connectd is not an employment agency or an employment business as defined by the Employment Agencies Act 1973 (“the EEA”) and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (“the Conduct Regs”) or any other Applicable Law. Accordingly, we do not undertake any of the statutory functions or obligations imposed on such agencies or businesses.

8.2. Fees payable to us shall be paid by you to us following the instructions to complete payments on the Platform or by such method as we notify to you from time to time when sums are payable, which may include, without limitation, payment by bank transfer following delivery of an invoice, card or direct debit. If you provide us with your credit card details, you thereby authorize 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. In the event any such credit card payments are unsuccessful, you agree to promptly, but not longer than ten (10) days from the date of notice, remit payment to use by ACH or other such means as directed by us in our sole discretion. 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%, on all sums not paid by the due date, in each case until, but excluding, the date of actual payment. Additionally, you agree to be responsible for all collections fees and other fees (including reasonable attorney’s fees) incurred by us to collect any such amounts due,

8.4. You agree to pay interest to us at the interest rate specified in Section 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. With the exception of applicable United States sales taxes, which shall be computed and set forth as a separate line item in an applicable invoice, all fees are exclusive of any other value-added tax, sales tax, customs duties, or similar taxes or imposts, including withholding taxes, and shall be made by Subscriber without deduction, therefore.  Subscriber shall pay all such taxes or duties, except taxes based on Connectd’s net income, and reimburse Connectd if either is required to pay any such taxes or duties.

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 and reasonable legal fees) 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 represent and warrant 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):

9.1.3.1. your name and any details regarding your role as an Independent Director or advisor that we reasonably request;

9.1.3.2. 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 Sections 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;

9.2. In connection with your receipt of the Services, you shall use all reasonable endeavors to work with us:

(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

(iii) in compliance with all applicable law and regulations.

You agree that you will assist us in our provision of the Services including through:

(i)diligently participating in all component parts of your chosen Pathway Subscription as set out on the Platform;

(ii) communicating in a timely manner with us during your participation in your chosen Pathway Subscription, including without limitation where we have sent questions or other requests to you, and in relation to your participation in the Academy, Placement or your appointed Mentor;

(iii) keeping us informed within a reasonable period of developments or proposals in relation to you and/or your operations that may affect the provision of the Services by us; and

(iv) ensuring that, save as disclosed, information provided to us in connection with you and your participation in your chosen Pathway Subscription is accurate in all material respects.

9.2.1. You agree that you shall act respectfully at all times in connection with your participation in the Services towards all people with which you have contact with during the Term, including without limitation all other participants in our pathways, all persons within Connectd’s organization and any other person with which you have contact during the Term. We retain sole discretion to determine whether or not you have abided by this clause and reserve the right to terminate this agreement without notice in the event we determine that it has been breached.

9.2.2. You accept responsibility for the ongoing development of your ‘Transition to Portfolio’ roadmap and the outcome of your efforts in securing Independent Director or fractional/advisor positions. Whilst we may provide expertise, knowledge and skill in delivery of the Services in accordance with these terms, we enter into these terms on the understanding that you will be solely responsible for securing Independent Director or fractional/advisor positions in future and expanding your own network to the best of your abilities.

9.2.3. We 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 your breach or breaches of this Section 9.

9.3 You shall at all times act in good faith towards us and not act against our financial interests or engage in any activity that may have a direct or indirect effect of reducing artificially any payments due to us under this agreement or which may have the effect of circumventing or negating our right or entitlement to them.

9.2 Except as necessary to utilize the Services and the Platform you agree not to share or provide us with any Personal Data that is subject to heightened security requirements by Applicable Laws or contracts, (examples include but are not limited to the Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), Health Insurance Portability and Accountability Act (HIPAA), and their international equivalents (such Personal Data collectively, “Excluded Data”). We shall have no responsibility or liability for your Excluded Data, except that in the event you notify us that you have inadvertently provided us with Excluded Data, we will reasonably cooperate with you to return or delete such Excluded Data and will treat such Excluded Data as your Confidential Information pending such return or deletion.

10. WARRANTIES

10.1. You further 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 an Independent Director or fractional/advisor and acting in the capacity of an Independent Director or fractional/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 an Independent Director or fractional/advisor;

10.1.6 you are solvent;

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; and

10.1.8 any appointment or engagement of you as an Independent Director or fractional/advisor by a Company through or via the Platform shall be on the basis that such appointment does not result in your being classified as an employee, on any basis, of the Company. This applies regardless of whether you provide expertise, are reimbursed for expenses, or receive equity or other remuneration in connection with your role.

10.2 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND PLATFORM ARE PROVIDED "AS IS." WE DO NOT WARRANT THAT THE SERVICES AND PLATFORM PROVIDED TO YOU UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED, THAT THEY WILL BE FREE FROM DEFECTS, OR THAT THEY ARE DESIGNED TO MEET YOUR BUSINESS REQUIREMENTS. WE DO NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

11. NON-SOLICITATION

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; 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; 

11.1.3 The restrictions in Section 11.1 apply where you are acting:

11.1.3.1. directly or indirectly; and

11.1.3.2. on your own behalf or on behalf of, or in conjunction with, any firm, company or person.

11.2. 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 Section 11 and agree that an injunction may be an appropriate remedy.

PART D - GENERAL

12. LIABILITY AND INDEMNITY

12.1 Your liability to us

12.1. 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 willful misconduct or any other act of another person. To the extent permitted by Applicable Laws, you will indemnify, hold harmless and defend us and our affiliates and wholly owned subsidiaries, at your expense, from any and all claims, actions, proceedings, and suits brought against us or any of our officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) (collectively “Claims”) incurred by us or any of our officers, directors, employees, agents or affiliates, arising out of or relating to, on behalf of yourself and any partners or agents of yours (i) your negligence or willful misconduct; (ii) your violation of the terms of this Agreement (iii) your violation of Applicable Laws; (iv) any tax, regulatory, or other obligations of yours arising from any Independent Director appointment; or (v) any Independent Director position you fill has been deemed to have employment, worker, or other legal status and results in a breach of an applicable employment law. We will provide you with written notice of any claim, suit or action for which you must indemnify us. We will cooperate as fully as reasonably required in the defense of any Claims. We reserve the right, at our expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

12.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES SUPPLIED HEREUNDER, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. OUR AGGREGATE LIABILITY FOR DAMAGES SHALL IN NO EVENT EXCEED THE TOTAL FEES RECEIVED BY US FOR THE SERVICES PROVIDED TO SUBSCRIBER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM GIVING RISE TO THE CLAIM.  THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PRICES AND TERMS OF THIS AGREEMENT WERE MADE IN RELIANCE UPON THE LIMITATION OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN US AND SUBSCRIBER.

12.3. 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 authorized 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.

13. DATA PROTECTION; ANT-BRIBERY

13.1. We shall retain and process any personal data and records in accordance with our Privacy Policy.

13.2. In this Section 13 the following words and expressions have the following meanings: “Article” means an article of the CCPA, GDPR, or other applicable Data Protection Law;

“CCPA” means the California Consumer Privacy Act, including the California Privacy Rights Act;

“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; the Privacy and Electronic Communication (EC Directive) Regulations 2003; the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the CCPA, and any other applicable data protection legislation, 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.

13.3. 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

13.4. Each party shall, when processing Shared Personal Data ensure compliance with Data Protection Law at all times during the Term.

13.5. Recipient agrees that:

13.5.1. It will only process the Shared Personal Data for the purpose of providing the Services; and 

13.5.2. It will not process Shared Personal Data for longer than is necessary to provide the Services (other than to comply with a requirement of applicable law to which the Recipient is subject).

13.6. When disclosing Shared Personal Data, you represent and warrant that:

13.6.1. You have the right to disclose any such Shared Personal Data and any such disclosure will not be prohibited or in contravention of any agreement, governmental order, judicial decree, or applicable Data Protection Law; and

13.6.2. You will only disclose Shared Personal Data to the extent necessary to receive the Services.

Rights of Data Subjects

13.7. 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.

13.8. 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.

Transfers

13.9. The Recipient shall not transfer the Shared Personal Data to a third party unless:

13.9.1. 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 Section 13; and

13.9.2. where the third party is located outside the EEA or, otherwise, the country of the Discloser, ensure that the transfer complies with the provisions of Article 44, and any other applicable Data Protection Law; and 

13.9.3. 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

13.10. The parties shall implement and maintain appropriate technical and organizational measures to:

13.10.1. prevent unauthorized or unlawful processing of, and accidental loss or destruction of, or damage to, the Shared Personal Data; and

13.10.2. 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 unauthorized or unlawful processing or accidental loss, destruction or damage.

13.11. Each party shall comply with its obligations to report any Data Breach to the appropriate supervisory authority and (where applicable) data subjects under Data Protection Laws, 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.

13.9 Each party shall:

13.9.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;

13.9.2 not engage in any activity, practice or conduct which would constitute an offence under such applicable laws, statutes, regulations or codes; and

13.9.3 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.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. Subject always to Section 14.4 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 the Program Content (as defined in paragraph 2.2 of Schedule 1), 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 limited, non-exclusive, non-transferable, non-sublicensable, royalty free license to use those materials, (and to access the Program Content and use it for the purposes of participating in your chosen Pathway Subscription), 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 license granted to you does not give you any rights in those materials (including any material that we may license from third parties). Except as expressly provided herein, we reserve all rights in our intellectual property.

14.2. 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 authorized 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.

14.3. 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 Sections 3.6 and 3.8. 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.

14.4. 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 license to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-license your User Content for the purposes of operating the Platform and providing our Services.

14.5. You agree that we may refer to you/your business by name and/or use any logo or other trademark of yours in our advertising and promotional material with your prior written permission, and vice versa.

14.6. For clarity, you retain all intellectual property rights in your own personal or business offering, and your brand and business generally, and nothing in this agreement is intended to or will transfer any such intellectual property rights to us.

15. ASSIGNMENT AND THIRD-PARTY RIGHTS

15.1 We may transfer or assign this Agreement without your consent, whether by operation of law or otherwise, pursuant to a merger, corporate reorganization, acquisition or the sale of all or substantially all of the assets to which this Agreement relates.  We may delegate our obligations to a subcontractor provided that we shall remain liable for proper performance of this Agreement.

15.2 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. 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 or any other Applicable Law.

16. NOTICES

16.1. 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 Email: info@connectd.co

16.2. 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).

16.3. Any notice or communication shall be deemed to have been received:

16.3.1. if delivered by hand, on signature of a delivery receipt;

16.3.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the fifth Business Day after posting; and

16.3.3. 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.

16.3.4. We may also notify you of updates to these Terms of Business by displaying a clear notice or pop-up message within the Platform. For material changes, we may require you to acknowledge or accept the updated terms before continuing to use the Services. In-platform notices will be deemed delivered when you next access or log into the platform, and we may rely on system logs as evidence of delivery.

16.4. 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.

17. AMENDMENTS

17.1. Subject to Sections 17.2 and 17.3, we may amend this Agreement by providing you with two months’ written notice.

17.2. Notwithstanding Section 17.1, we may amend the Schedules this Agreement      by providing you with 5 Business Days’ written notice.

17.3. Notwithstanding Section 17.1, we may amend this Agreement where required to do so by any Applicable Law immediately on providing you with written notice.

18. TERMINATION

18.1. 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.

18.2. 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.

18.3. Notwithstanding the provisions of Sections 18.1 and 18.2, 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:

18.3.1. 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;

18.3.2. either you or we have reasonable grounds for suspecting that the other party or its employees have committed fraud or have been dishonest;

18.3.3. the other party has committed a material breach of a material term of this Agreement that is not capable of being remedied;

18.3.4. 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 particularizing the breach;

18.3.5. the other Party becomes subject of a voluntary or involuntary petition in bankruptcy, or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, which is not dismissed within sixty (60) days after commencement, subject to the applicable terms of the Code or of the IA 1986;

19. CONSEQUENCES OF TERMINATION

19.1. Termination of this Agreement pursuant to Section 18 shall be:

19.1.1. without prejudice to and shall not affect any accrued rights, existing commitments or any contractual provision intended to survive termination; and

19.1.2. 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

19.2. The following Sections shall remain in full force and effect on and after termination of this Agreement:

19.2.1. Section 1;

19.2.2. Sections 4 to 6

19.2.3. Section 8;

19.2.4. Sections 10 to 16;

19.2.5. Sections 19 to 24; and

19.2.6. Schedule 2

20. CONFIDENTIALITY

20.1.1. In this clause, Confidential Information means any information (however recorded or preserved) which is furnished by the a party or any of its Representatives to the other party or any of its Representatives, that is marked in writing (including e-mail), or in other tangible form, as "confidential" or "proprietary" or a reasonable party would consider such information confidential under the circumstances. Confidential Information may include, without limitation, such marked disclosures that relate to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans. Notwithstanding the foregoing, Confidential Information shall expressly include the terms of this Agreement, the Platform, the Services, and all know-how, techniques, ideas, principles and concepts which underlie any element of the Platform or the Services and which may be apparent by use, testing or examination, but excludes the information in Section 20.2.

20.2. Information is not Confidential Information if:

20.2.1. it is or becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement);

20.2.2. 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;

20.2.3. 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

20.2.4. the parties agree in writing that it is not confidential.

20.3. Each party to this Agreement shall at all times keep confidential (and use all reasonable endeavors 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:

20.3.1. to another member of the party’s Group or to a party’s Representatives where such disclosure is for a purpose related to the operation of this Agreement;

20.3.2. with the written consent of such of the party or any member of its Group that the information relates to;

20.3.3. as may be required by law or by the rules of any recognized 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;

20.3.4. 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 applicable anti-bribery anti-corruption laws, disclose Confidential Information to the applicable legal authority without first informing the other party of such disclosure; or

20.3.5. 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.

20.4. Each party to this Agreement shall inform (and shall use all reasonable endeavors to procure that any subsidiary shall inform) any Representative 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:

20.4.1. to keep it confidential; 

20.4.2.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); and

20.4.3. remain responsible for the acts and omissions of any such party to which it discloses the other party’s Confidential Information.

20.5. On termination of this Agreement, each party to this Agreement shall (and shall use all reasonable endeavors to procure that its subsidiaries, and its officers and employees and those of its subsidiaries shall):

20.5.1. return to the other parties all documents and materials (and any copies) containing, reflecting, incorporating or based on the other parties’ Confidential Information; and

20.5.2. 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.

20.6. The provisions of this Section 20 shall continue to apply after termination of this Agreement for any cause.

21. FURTHER ASSISTANCE

21.1. 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.

22. ENTIRE AGREEMENT AND RELATIONSHIP

22.1. This Agreement 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.

22.2. 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.

22.3. 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.

23. MISCELLANEOUS

23.1. 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.

23.2. 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.

23.3. 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 authorize 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 your prior written permission.

23.4. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.  The foregoing shall not apply to Subscriber’s payment obligations.

23.5. Subscriber acknowledges that the Services and Platform may be subject to United States and local country laws governing import, export, distribution and use. Subscriber is responsible for compliance by Subscriber and those acting on its behalf with United States and local country laws and regulations and shall not export, use or transmit the Services or Platform (i) in violation of any export control laws of the United States or any other country, (ii) to any country requiring as a condition of import the disclosure of source code, or (iii) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

23.6. This is an agreement between the parties and only they can enforce it, although you agree that a demand for payment of Fees can be enforced against a director of yours who is participating in your chosen Pathway Subscription.

24. GOVERNING LAW

24.1 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 the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

24.2. 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.

24.3 All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by a single arbitrator appointed in accordance with said Rules. The Emergency Arbitrator Provisions shall not apply. The arbitration shall be conducted in London, England. The arbitration shall be conducted in English. Notwithstanding the above, the parties may agree at any time to submit the dispute to nonbinding mediation in accordance with the ICC Rules of Mediation.

SCHEDULE 1 – THE SERVICES

We have set out below the services that we may provide to you, depending on the Pathway Subscription you select when completing a purchase for a subscription through the Platform (the “Services”).

1. THE INTRODUCTION SERVICES

1.1 Whether you are on a Fractional Platform Subscription or a Pathway Subscription, we will provide you with the following introduction services (the “Introduction Services”):

1.1.1. We will provide you with access to our Platform to enable you to search available Independent Director/fractional/advisor roles, browse Companies hiring for these roles, connect with them, their Representatives and other fractionals via the Platform, and submit applications for roles they have posted, with a view to you negotiating with the Company to potentially become an Independent Director or a fractional/advisor of the Company (“Introductions”).

1.1.2. We shall use commercially reasonable efforts 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. 

1.1.3. We shall provide information about our various additional services to help inform you what additional services you would like to purchase.

1.2. If you opt for a Pathway Subscription, the Platform is designed to facilitate interactive sessions between users conducted through the Platform’s connection features, including user-to-user advisory sessions within pro bono placements, and mentor sessions (as introduced and rolled out from time to time). Such sessions may be recorded and transcribed through the Platform by us for the purpose of enhancing the learning experience of participants. You will be notified of any such recording and transcription at the start of each session and your continuing with each such session or declining to opt-out of session recording will be deemed as your consent to any such recordation and transcription. Recordings and transcripts are used to generate summaries and key insights, enabling users to revisit and reinforce the material discussed. Providing such surface summaries is designed to support more effective learning and professional development through the scientifically recognised method of spaced repetition. Users may request deletion of the recording copy relating to their session at any time by contacting us using the details set out in our Privacy Policy (link here please). Users must not record any part of any session except as may be agreed by us in writing in advance.

1.2.1. If you opt for a Pathway Subscription, it is the user’s sole responsibility to ensure they have access to all necessary technology in order to receive and participate in any interactive sessions facilitated through the Platform. This includes having stable and reliable internet access with adequate speed, and a functioning microphone, camera and screen/document sharing facility (if required). We shall not be responsible for a user’s inability to access the session due to technical problems. We will have no responsibility or liability in any respect in relation to the third-party platform host/provider for such sessions. Your use of any third-party platform host/provider will be subject to and governed by such terms and conditions and privacy policy as the third-party provider of the platform imposes on such download and use.

1.2.2. If you opt for a Pathway Subscription, Recordings, transcripts, and related data will be handled in accordance with Connectd’s Privacy Policy, which explains in detail how any personal data captured during interactive sessions is used, shared, stored, anonymized, and retained, and details of participant rights and how to exercise them. You are encouraged to review that policy carefully before booking or participating in any session.

2. THE ACADEMY SERVICES

2.1. If you opt for a Pathway Subscription when completing a purchase through the Platform, we will provide you with upskilling, learning and development services via our innovation training academy, which you may access as part of your subscription, comprised of CPD-accredited training modules accessed via on-demand video content and practical follow-up exercises which are designed to help you build a successful fractional career (the “Academy”), and you agree to participate in the Academy.

PROGRAM CONTENT

2.2 Online content and media within the Platform (including without limitation via the Academy) and other content provided by Connectd to subscribers (“Program Content”) is developed as an educational support and guide for individuals seeking to develop skills as an Independent Director or a fractional/advisor. As such it is delivered for informational and educational purposes only, and shall under no circumstances constitute financial, legal, tax or other forms of professional advice. You are responsible for obtaining your own independent advice where required. Connectd provides the Services to support your progress but does not provide any warranty or guarantee that you will successfully launch a portfolio career or find desired Independent Director, fractional/advisor or similar engagements as a result of participating in your chosen Pathway Subscription.

2.3 If you find any Program 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 via the Services. You must make your own judgments in any given circumstance whether you require professional advice. We reserve the right to withdraw, recall or modify the Program Content at any time.

MENTORS

2.4 If you opt for a Pathway Subscription when completing a purchase through the Platform, you will have access to our Mentor services. Mentors are sourced by Connectd but are not employees or agents of Connectd. Each Mentor is an independent third-party contractor, who is providing remote mentorship services directly to the participant, up to an agreed value (3 hours during each year of a Pathway Subscription), according to their own schedule and working time. All Mentor fees are included within the 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.

2.5 Connectd is not a mentorship service. Connectd facilitates the relationship between each participant 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 endeavor to find a replacement for you for the remainder of your time allocation.

2.6 The Platform includes features designed to facilitate connections between Mentors and mentees, including a Mentor-selection and confirmation widget, Mentor availability calendar management, mentoring session scheduling, and the hosting of mentoring sessions through an integrated third-party video platform. It is up to the Mentor and mentee to arrange mentorship sessions at mutually agreed times/dates. Connectd acts as a facilitator only and does not itself provide mentoring or guarantee any particular outcomes from the mentoring relationship. 

2.7 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 participant and their Mentor form a contract between them to which Connectd is not a party. 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 you beyond what is stated in these terms. We do not warrant or guarantee any results, of any kind, arising from your engagement of Mentor, regardless of whether any Mentor makes claims regarding the your arrangements with them.

2.8 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, we may be able to provide information to any competent authorities in respect of that claim, subject to our contractual and legal obligations.

PRO BONO PLACEMENT

2.12 If you opt for a Pathway Subscription when completing a purchase through the Platform, you will have access to our Placement services. 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 behavior 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 to any contract formed between you and any Placement Company.

2.13 We do not prescribe the precise scope of your placement or services - this is for you to establish with the Placement Company. We may provide guidance in relation to this, but this is guidance only and does not constitute legal or professional advice.

2.14 We guarantee a pro bono placement for you during each year of any Pathway Subscription provided that you complete the Academy during each year of your subscription. If the Placement is unsuccessful or if it is declined by you before it starts or you wish to end it for any reason, we may be able to arrange for you to provide services at a replacement Placement Company, although we cannot guarantee this.

2.15 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.

2.16 Where we make an introduction to a third party such as a Mentor or Placement Company, we make no representation or warranty as to the party which we have introduced to you. You and all third parties make their own independent judgments, and you agree that you are required to undertake your own due diligence before entering into any relationships with third parties.

2.17 The Platform is designed to include features to facilitate the hosting of user-to-user sessions through an integrated third-party video platform.

3. WHAT WE WILL NOT DO / WHAT THE SERVICES DO NOT INCLUDE

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 while we will use reasonable endeavors to provide the Services, we 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. 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. FEES

1.1. You agree to pay to us the periodic subscription fees set out on the Platform at https://www.connectd.com/us/fractional and, if applicable, any other fees agreed in accordance with Section 2.3 of this Agreement, or as otherwise communicated to you by us, depending on which type of Pathway Subscription you opt for (the “Fees”). All Fees are non-refundable.

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.

2.2. In the event that your payment method defaults at any time (including where there are insufficient funds to cover an annual subscription fee on the Effective Date or any anniversary thereof), we reserve the right to charge annual fees on a pro-rata monthly basis (and you hereby authorize us to bill any credit card in advance on a monthly basis for the Fees payable in respect of the Initial Term and any Extended Term).

2..3.Where fees are payable monthly, or in the case of any fees charged monthly in accordance with paragraph 2.2 of this Schedule 2, you understand that by registering on the Platform, you are committed to paying the full contract fee. Any acceptance by us or agreement with us to charge fees on a monthly basis shall not constitute a waiver of our right to charge annual fees in accordance with these terms (which, unless monthly fees were agreed at the time of entering into the contract, we may insist on at any time). For the avoidance of doubt, in the event of early termination for any reason, except where we are in material breach of these terms, the remainder of the fees due for the then-current subscription period shall remain due and payable. Further, where we are unable to provide the Services due to your breach of these terms or your failure to remain in contact with us, then we shall remain entitled to the full contract fee.