Terms & Conditions (Startups) | Connectd

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Terms & Conditions (Startups)

Terms of Business

 

BY SUBSCRIBING TO OR USING THE SERVICES, YOU (ON BEHALF OF YOUR COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY, 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 CONNECTED AND SUBSCRIBER’S USE OF THE SERVICES. SUBSCRIBER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. 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 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.  PARTIES ACKNOWLEDGE THAT THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION ARE SUFFICIENT AND ADEQUATE TO SUPPORT THIS AGREEMENT.

 

 

 

 

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:

 

“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;

 

“Candidate” means an individual which we Introduce (as such term is defined immediately below) to you under these terms who you may appoint for yourself and/or your company as a board advisor, Independent Director, Fractional Executive or any other form of advisor or consultant;

 

“Candidate Introduction” has the meaning set out in Schedule 1

and “Introduce”, “Introduces” and “Introduced” when referring to Independent Directors, Fractional Executives or advisors or Candidates generally shall be construed accordingly;

 

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

 

“Code” means the United States Bankruptcy Code;

 

“Confidential Information” has the meaning set out in Section 21.1;

 

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in any country in which you or we operate, including GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and the CCPA as each amended;

 

“Effective Date” means the date on which an Account is allocated to you following your successful completion of On-Boarding;

 

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

 

“Fractional Executive” means a part-time executive appointed by an applicable company to provide operational output and/or deliverables;

 

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

 

“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;

 

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

 

“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 your subscription membership;

 

“Subscription Period" means the period of each applicable subscription or membership as set out on the Platform when signing up for the Services;

 

“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.  A reference in this Agreement 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.

 

1.4. References to sections, clauses and schedules are references to the 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, continue for the Initial Term unless it is terminated in accordance with Section 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 Section 19. 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. 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.

 

2.4. 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.

 

2.5. 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.

 

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

2.7. Unless we accept your On-Boarding for more than one business you own, 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.

 

2.7. Your Account shall not be transferrable.

 

2.8. By doing business with us and continuing to use the Platform, you agree to do so in accordance with the terms of this Agreement, unless we both agree otherwise in writing.

2.9. This Agreement replaces any terms of business or any other agreement 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. We may make updates and changes to our features, functionality and offerings at our sole discretion.

 

3.2. We shall publish instructions on the use and accessibility of the Platform by its users. You shall not permit any person other than your employees and officers to access the Platform and in the event that you do, you shall be fully responsible for all actions taken 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 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 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 decline to approve any information you submit for inclusion on the Platform at our sole discretion and without providing any reason.

 

3.8. We may remove or amend any information on the Platform from time to time without any reference to you.

 

3.9. We do not warrant, verify or otherwise endorse the content or accuracy of any information posted, transmitted, displayed or shared on the Platform and you agree to conduct your own due diligence as you deem necessary to verify the accuracy of all information posted, transmitted, displayed or shared on the Platform.

 

3.10. We may, at our sole discretion, choose to verify any information uploaded by you onto the Platform and, at our sole discretion, may remove this information at any time.

 

3.11. 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.

3.12. 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 behaviour, 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.

3.13. You shall not 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 the Equality Act 2010 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. 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.

3.14. 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 whose registered address is First Floor 5 Fleet Place, London, United Kingdom EC4M7RD.

 

4.2. For the avoidance of doubt, this Agreement shall continue to apply if our company name or company registration number change, however you will be notified if any of these details change.

4.3. Unless otherwise confirmed in writing, we will treat you only as our 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 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.

 

4.5. 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, FEES AND STATUS UNDER EMPLOYMENT AGENCIES LEGISLATION

 

 

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 endeavours to provide the Services

(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 company providing advisory and consultancy services to companies in its industry; and

(iii)in compliance with all Applicable Laws.

 

7.4. The Services do not include Connectd providing financial, legal or tax advice, and you are responsible for obtaining your own independent financial, legal or tax advice for your business, including without limitation in respect of one-to-one or group consultations, provision of documents or making introductions.

 

 

8. FEES AND STATUS UNDER EMPLOYMENT AGENCIES LEGISLATION

 

8.1. No fees are payable for the Services, nor do we receive any fees for the Introduction of Candidates. Connectd operates primarily as a networking platform and any subscription fees paid by Candidates are for Platform-related benefits such as upskilling, training, development, community networking and mentoring in order to support their job search. Such fees are in no way related to placements in any roles advertised on the Platform or any employment outcomes achieved via the Platform, which are incidental and non-chargeable additional subscription benefits.

8.2. 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.

 

PART C – YOUR OBLIGATIONS

 

 

9. YOUR OBLIGATIONS

 

9.1. During the life of this Agreement, you undertake and agree to:

 

9.1.1. comply with all requirements, policies and procedures reasonably imposed by us;

 

9.1.2. act in good faith towards us

 

9.1.3. give us clear instructions;

 

9.1.4. ensure all information provided to us is complete, fair and accurate and includes (but is not limited to):

 

9.1.4.1. confirmation that all intellectual property which is, or is likely to be, material to you or your business, is (or in the case of applications, will be) legally and beneficially vested exclusively in you, is valid and enforceable and not subject to any claims of opposition from any third party;

 

9.1.4.2. details of any intellectual property infringement claims in relation to any of your intellectual property, or which allege you are breaching any third party’s intellectual property rights;

 

9.1.4.3. details of any actual or pending litigation or disputes affecting you or your business or brand and details of any circumstances which may lead to any such proceedings or dispute;

 

9.1.4.4. details of all material liabilities;

 

9.1.4.5. details of any security over its assets to any third party;

 

9.1.4.6. details of any agreement to which you are a party in relation to which you are in default, details of any agreement to which you are a party and which has any unusually onerous terms and details of any agreements of significant duration which could involve a material obligation or liability;

 

9.1.4.7. details of any circumstance in which you are, have been or might be in breach of the Applicable Laws;

 

9.1.4.8. any other information or documents that we request during Onboarding or at any other time that this Agreement is in force.

 

9.1.5. notify us as soon as reasonably practicable on you becoming aware that any information provided to us, including the foregoing, was inaccurate, misleading or requires updating;

 

9.1.6. attending training as reasonably required by us;

 

9.1.7. notify us as soon as reasonably practicable on you becoming aware that any of the events listed in Sections 19.4.4 to 19.4.7 have occurred;

 

9.1.8. act in accordance with the Applicable Laws;

 

9.1.9. respond to applications submitted via the Platform within a reasonable period of time, and promptly remove or update any job or role listings that are no longer available or inaccurate, within a reasonable period after becoming aware of the change; and

9.1.10. provide us with all reasonable assistance as we may reasonably require in a timely manner.

 

9.2. Where the Services involve us providing advisory, consultancy or similar professional services to you, you shall use all reasonable endeavours 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 company receiving the Services; and

(iii) in compliance with all Applicable Laws.

 

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

 

(i) granting access to, and providing, such information and assistance as we may reasonably require from time to time to enable us to provide the Services (and requiring that our employees, agents and sub-contractors do the same);

(ii) 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; and

(iii) ensuring that, save as disclosed, information provided to us in connection with your business is complete and accurate in all material respects and ensuring that information obtained from external sources is obtained without breach of any obligation of confidentiality.

9.2.2. In respect of Section 9.2.1 (iii), if during the Term, you subsequently discover something which renders any such information untrue,  inaccurate or misleading, you will notify us immediately. We are entitled to rely upon all information supplied to us by or on your behalf and shall not be responsible for the accuracy or completeness of, or have any obligation to verify, the same. You are responsible for providing us with accurate information with regards to documentation being prepared by us. If information changes or is inaccurate it is your responsibility to adapt documentation.

9.2.3. You must provide us with details and attend scheduled calls and meetings about your business to enable us to supply any agreed consultancy or advisory services in a timely and collaborative manner on an ongoing basis. You are aware that delays will cause a delay in delivering the Services.

9.2.4. You accept responsibility for the ongoing development and growth of your business and for properly communicating and cooperating with us.

9.2.5. Where appropriate, we may provide a ‘talent consultation’ in which we review your Company’s opportunities and challenges with you and help identify potential talent gaps that could be filled through the Platform. These consultations are intended as an informal discussion to assist you in considering your talent needs and do not constitute professional advice (including, without limitation, financial, tax, legal, or HR advice). We make no warranty as to the accuracy or completeness of any information provided during a talent consultation and accept no liability for any decisions you make, or outcomes you experience, as a result of such consultations, including any omissions or errors.

9.2.6. You understand that we provide no minimum or periodic time commitment in respect of the Services and that provision of Services is subject to availability of our staff members on reasonable notice, and the knowledge and networks which they possess. 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 9.2.

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 represent, warrant and undertake that:

 

10.1.1. you are solvent; and: (i) you are duly incorporated and validly existing under the laws of the place of your incorporation; (ii) you have the legal right and the full corporate power and authority to execute, deliver and perform your obligations under these terms (and any other agreements to be entered into in connection with them); (iii)the execution, delivery and performance of this agreement has been properly authorized by that corporation and does not, and shall not contravene any existing law applicable to it; or breach the terms of its constitutional documents;

 

10.1.2. any information which you have provided to us is complete and accurate, in particular any and all information which might bear upon fitness, propriety and/or suitability to appoint Independent Directors or advisors, and you agree to provide any further information properly required by applicable law or regulation and will notify us forthwith if there is any material change in any such information provided;

 

10.1.3. you are legally incorporated and have the 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 you shall (and shall use all reasonable endeavours to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as we may reasonably require from time to time for the purpose of giving full effect to this Agreement;

 

10.1.4. that you are legally entitled to enter into a contractual arrangement to appoint individuals as Independent Directors or fractionals/advisors;

 

10.1.5. that 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 with or achieve compliance with any of our professional obligations;

 

10.1.6. you will inform us immediately if you cease to be a registered company;

 

10.1.7. you will act honestly, reasonably and diligently in all respects when receiving the Services and communicating with Connectd; and

10.1.8 any appointment or engagement of an Independent Director or fractional/advisor by you through or via the Platform shall be on the basis that such appointment does not result in any such Independent Director being classified as an employee, on any basis, of you. This applies regardless of whether the Independent Director or fractional/advisor provides expertise, is reimbursed for expenses, or receives equity or other remuneration in connection with their 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 DOES 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 twenty-four (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 twelve (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 Section 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 of this Section 11 and agree that an injunction may be an appropriate remedy.

 

PART D - GENERAL

 

12. LIABILITY AND INDEMNITY

 

12.1. 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) negligence or willful misconduct; (ii) violation of the terms of this Agreement (iii) violation of Applicable Laws; (iv) any tax, regulatory, or other obligations of yours arising from any Independent Director or fractional/advisor appointment, and that Connectd shall have no liability or responsibility in connection with any such appointment; or (v) any Independent Director or fractional/advisor engaged by you 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. 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 Section 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.

 

12.3. 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 willful 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 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.

 

12.5. 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 $100.  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.

 

12.6.  In addition to the foregoing, we specifically disclaim any liability for any matters occurring beyond our reasonable control, such as relating to you appointing suitable Candidates. Where we make an Introduction, we make no representation or warranty as to the nature of the party which we have Introduced to you. We are under no obligation to vet or investigate any potential Candidate, and will never be responsible or liable for any relationship of any sort which then forms between you, any member of your Group and any Candidate. You and all third parties make your/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, including any background checks, interviews, applications, or other similar activities.

 

13. CONFLICTS OF INTEREST

 

13.1. We or any other third party appointed by us provide a number of services to a range of clients. There may be times when there is a conflict (or potential conflict) between our interests and the duties another of these parties owes to a client, or a conflict between the differing interests of two or more clients that we owe a duty to.

 

13.2. 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.

 

13.3. We have developed and applied 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 interest or wish to request a copy of our conflicts of interest policy, please contact us.

 

14. DATA PROTECTION AND ANTI-BRIBERY

 

14.1. We shall retain any personal information and records in accordance with the privacy notice issued on the Platform.

 

14.2. In this Section 14:

 

14.2.1. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

 

14.2.2. “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

 

14.2.3. “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (and “process” and “processes” shall be interpreted accordingly);

 

14.2.4. “Data Processor”, “Data Subject”, “Personal Data Breach”, “Special Categories of Personal Data” and “Supervisory Authority” shall have the same meaning as in the Data Protection Laws.

 

14.3. We shall process all personal data in accordance with our Privacy Policy, a copy of which can be accessed at https://connectd.co/privacy-policy?privacy-policy.

 

14.4. You and we acknowledge that you and we will act as a separate and independent Controller in relation to the Personal Data which they Process pursuant to this Agreement.

 

14.5. In the performance of this Agreement, each of the parties will comply with their respective obligations under the Data Protection Laws in respect of the Processing of Personal Data.

 

14.6. In performing obligations under this Agreement, a party (the “Discloser”) may transfer or disclose Personal Data to the other party (the “Recipient”).

 

14.7. Where acting as a Discloser, each party warrants, undertakes and confirms that:

 

14.7.1. it is not and will not be, subject to any prohibition or restriction which would restrict or otherwise affect its ability to disclose or transfer contact details and other relevant Personal Data relating to customers and/or potential customers;

 

14.7.2. any such disclosure or transfer will not give rise to any breach of any provision of the Data Protection Laws, any duty of confidentiality, any intellectual property rights of a third party or any contractual obligation on its part;

 

14.7.3. it will only disclose the Personal Data for one or more purposes which are consistent with the terms of this Agreement (other than to comply with a requirement of any applicable law to which a party is subject) (the “Purposes”);

 

14.7.4. it will take all steps reasonably appropriate to provide a fair processing notice to those Data Subject(s) whose personal data are to be disclosed under this Agreement, informing them that their Personal Data will be disclosed to the Recipient for the Purposes; and

 

14.7.5. it has obtained any consents or authorisations required to permit the disclosure of such Personal Data to the Recipient for the Purposes.

 

14.7.8. Where acting as a Recipient, each party shall comply with applicable Data Protection Laws and, without limitation to the foregoing:

 

14.8.1. put in place and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorized or unlawful Processing or accidental destruction, loss or damage;

 

14.8.2. have adequate security programs and procedures to ensure that only authorized personnel have access to Personal Data and that any persons authorized to have access to Personal Data shall respect and maintain all due confidentiality;

 

14.8.3. only Process the Personal Data for the Purposes;

 

14.8.4. not Process Personal Data for longer than is necessary to carry out the Purposes (other than to comply with a requirement of applicable law to which the Recipient is subject); and

 

14.8.5. notify the Discloser without undue delay following any Personal Data Breach involving the Personal Data and each party shall co-operate with the other, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to Data Subjects which are required following a Personal Data Breach involving the Personal Data.

 

14.9. Each party shall co-operate with the other, to the extent reasonably requested, in relation to:

 

14.9.1. any request from a Data Subject concerning the Processing of their Personal Data;

 

14.9.2. any other communication from a Data Subject concerning the Processing of their Personal Data; and

 

14.9.3. any communication from a Supervisory Authority concerning the Processing of Personal Data or compliance with the Data Protection Laws.

 

14.10. Each party shall:

 

14.10.1. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and shall take all measures required pursuant to Article 32 of GDPR;

 

14.10.2. take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to Personal Data, ensuring in each case that access is strictly limited to those individuals who need to access Personal Data, as strictly necessary in the context of the Purposes, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality

 

14.10.3. promptly notify the other party on receiving a request from a Data Subject, regulator, law enforcement authority or government ministry or agent or other third party under any Data Protection Laws in respect of Personal Data relating to the Services,;

 

14.10.4. provide such assistance in relation to Personal Data as may reasonably be requested by the other party to enable the other party to comply with the exercise of the rights of a Data Subject and/or to comply with any assessment, enquiry, notice or investigation under any Data Protection Laws in respect of the Personal Data or this Agreement;

 

14.10.5. notify the other party immediately upon becoming aware of or reasonably suspecting a Personal Data Breach in connection with the Services and, unless Section

14.10.6 applies, provide the other party at the time of original notification with sufficient information which allows the other party to meet any obligations to report a Personal Data Breach under the Data Protection Laws, such notification including as a minimum a description of:

 

14.10.5. 1. the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;

 

14.10.5.2. the likely consequences of the Personal Data Breach; and

 

14.10.5.3. the measures taken or proposed to be taken to address the Personal Data Breach.

 

14.10.6. if at the time of making the original notification described in Section 14.10.5, the party making the notification does not have available to it all of the information set out in Sections 14.10.5.1 to 14.10.5.3, the party making the notification shall include in the notification such information as it has available at that time, and then shall provide the further information set out in Sections 14.10.5.1 to 14.10.5.3 as soon as possible;

 

14.10.7. cooperate with the other party and take such reasonable commercial steps as are directed by that party to assist in the investigation, mitigation and remediation of each Personal Data Breach in connection with the Services;

 

14.10.8. in the event of a Personal Data Breach affecting the other party, not inform any third party without first obtaining the other party’s prior written consent, unless notification is required by any applicable legal or regulatory requirement to which the party is subject, in which case the party shall, to the extent permitted by such law, inform the other party of that legal requirement, provide the other party with a copy of the proposed notification and consider any comments made by the other party before notifying the Personal Data Breach;

 

14.10.9. provide reasonable assistance to the other party with any data protection impact assessments which are required under Article 35of GDPR or other Data Protection Laws and with any prior consultations to any Supervisory Authority of each party which are required under Article 36 of GDPR or other Data Protection Laws in relation to the processing of the Personal Data in connection with the Services and taking into account the nature of the processing and information available to that party;

 

14.10.10. not (and procure that any sub-processors shall not) under any circumstances transfer Personal Data outside the United States of America or the United Kingdom or European Economic Area unless authorized in writing by the other party to do so.

14.11. Each party shall:

 

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

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

14.11.3. 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 Sections 15.4 and 15.5 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, written advice, contracts 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, 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.

 

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 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.

 

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 Sections 3.3 and 3.5. 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 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.

 

15.5. All intellectual property rights in any work prepared by Connectd specifically for you, as described in the pertinent ordering document, shall be assigned to you on delivery.

 

15.6. Subject to Sections 15.5 and 15.7, you acknowledge that we generate materials for general use within our business and/or with other clients, which materials are protected by intellectual property rights owned by us or our licensors. You shall gain a limited, non-exclusive right to use certain of such materials, as agreed with us from time to time, under license but shall not gain any other rights to or interest in such materials unless specifically agreed by us in writing. We reserve the right to withdraw, recall or modify any such materials at any time on demand after the Term.

 

15.7. For the avoidance of doubt, you retain all intellectual property in your own brand and business generally, as well as 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, and nothing in this agreement is intended to or will transfer any such intellectual property.

 

15.8. 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.

 

16. ASSIGNMENT AND THIRD-PARTY RIGHTS

 

16.1. 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

 

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 this Agreement under the Contracts (Rights of Third Parties) Act 1999 or any other Applicable Laws.

 

 

17. NOTICES

 

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

 

Email: info@connectd.co

 

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 fifth 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.

 

17.3.4. 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.

 

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. AMENDMENTS

 

18.1. Except where Sections 18.2 and 18.3 apply, we may amend this Agreement at any time and the amendments will take effect two months after we have provided you with written notice of the amendments.

 

18.2. Notwithstanding Section 18.1, we may amend the Schedules to this Agreement at any time and the amendments will take effect 5 Business Days after we have provided you with written notice of the amendments.

 

18.3. Notwithstanding Section 18.1, we may amend this Agreement at any time where required to do so by any Applicable Laws, and the amendments will take effect immediately on providing you with written notice of the amendments.

 

 

19. TERMINATION

 

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. Notwithstanding the provisions of Section 19.1, 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:

 

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

 

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

 

19.3.3. 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;

 

19.3.4. 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.

 

.

 

20. CONSEQUENCES OF TERMINATION

 

20.1. Termination of this Agreement pursuant to Section 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. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect on and after termination of this Agreement, including:

 

Section 1;

 

20.2.1. Sections 4 to 6

 

20.2.2. Sections 8;

 

20.2.3. Sections 10 to 17.1; and

 

20.4. Sections 20 to 25.

 

 

  1. CONFIDENTIALITY

 

  1. In this clause, Confidential Information means any information (however recorded or preserved) which is furnished by 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 21.2

 

  1. Information is not Confidential Information if:
    1. it is or becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement);

 

  1. 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;

 

  1. 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

 

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

 

  1. 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:

 

  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;

 

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

 

  1. 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;

 

  1. 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 and anti-corruption, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure; or

 

  1. 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.

 

  1. Each party to this Agreement shall inform (and shall use all reasonable endeavours 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:

 

  1. to keep it confidential; and

 

  1. 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).

 

  1. 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):

 

  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

 

  1. 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.

 

  1. The provisions of this Section 21 shall continue to apply after termination of this Agreement for any cause.

 

  1. FURTHER ASSISTANCE

 

  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 this Agreement and the transactions contemplated by it.

 

  1. ENTIRE AGREEMENT AND RELATIONSHIP

 

  1. This Agreement constitutes the entire agreement and understanding of the parties to this Agreement and supersede any previous agreements between the parties relating to the subject matter of this Agreement.

 

  1. Each of the parties to this Agreement acknowledges and agrees that in entering into this 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 this 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.

 

  1. 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.

 

 

  1. MISCELLANEOUS

 

  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.

 

  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.

 

  1. 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 the Agreement and the enforceability of the remainder of this Agreement shall not be affected.

24.4 Connectd shall act as independent contractor. Nothing in this Agreement 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.

24.5 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

24.6 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.

 

  1. GOVERNING LAW

 

  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 without regard to conflicts of laws principles.

 

  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 this 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.
  2. 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 shall provide to you as part of your subscription (the “Services”).

 

  1. THE SUPPORT SERVICES IN RESPECT OF CANDIDATES

 

  1. We will provide the following services to you in respect of Candidates and making applicable Introductions (the “Candidate Services”):

 

  1. We will provide you with access to our Platform to enable you to post available executive/advisor roles, browse potential applicants and connect with them via the Platform, and receive applications for job roles from those Candidates, with a view to you negotiating with each applicable Candidate to potentially become an Independent Director, Fractional Executive or an advisor of the Company (“Candidate Introductions”).

 

  1. You shall be entitled to enroll your company in programs organized by Connectd through which participating Candidates are paired with participating founders and startups in pro-bono board advisory or other support positions for fixed periods. As part of such programs, we will act as an intermediary to support successful pairings and provide guidance to this end, but we will not be party to any contractual relationships between, you, your company and any Candidate who we have Introduced to you. Once we have made a Candidate Introduction as part of any Connectd programs, we will not be obligated to provide further Candidate Introductions, including where you are not satisfied with the initial Candidate. However, we will consider requests on a case-by-case basis for replacement Candidate Introductions where we determine in our sole discretion that a Candidate has acted improperly or failed to adhere to agreed principles, and you have otherwise followed these terms.

 

  1. When participating in any Connectd program as part of your membership or otherwise, you agree and understand that a Candidate is only able to deliver in their role with your pro-active collaboration and you commit to providing this to ensure that any appointed Candidate has sufficient knowledge of your business on an ongoing basis to enable them to support appropriately.

 

  1. You agree to adhere to the guidelines of all programs associated with Candidate Introductions, and that you are solely responsible, with each applicable Candidate, for the success of the professional relationship with them.

 

  1. We shall use reasonable endeavors 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.

 

  1. WHAT WE WILL NOT DO

 

  1. For the avoidance of doubt:

 

  1. The Services do not include promoting you to potential Candidates or providing any assistance in facilitating any transactions or arrangements between you and potential Candidates beyond hosting promotional material, prepared and supplied to us by you, on the Platform –we may make Introductions to potential Candidates, but it is entirely up to you to promote your business to Candidates and to enter into contractual arrangements with them.

 

  1. You acknowledge that whilst we will use reasonable endeavors to provide the Services, you acknowledge that we do not provide any assurance or guarantee that the Services or Platform will lead to successful Candidate Introductions.

 

  1. 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.

 

  1. 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.