PLATFORM TERMS OF USE FOR EXPERTS

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1. Who we are and how to contact us

‍We are Wealth Dragons Group PLC, an English public limited company (registration number 09896161 and VAT number ∙^number). We are based at Scorpio House Linford Wood Business Park, Rockingham Drive, Milton Keynes, United Kingdom, MK14 6LY. For information on the best way to contact us, see https://www.wealthdragons.co.uk/en-gb/contact

.2. When these terms apply

‍These terms apply to consultants on Consultz, our online platform. For previous versions of these terms (and the policies referred to in them) as well as the dates they applied. Certain defined terms have specific meanings. For a full list of such terms, see section 13 (Defined terms).

These platform terms cover the following matters:

‍Becoming a consultant on the Consultz platform

‍● How to apply and our agreement with you
‍● The law and our policies
‍● Your warranties about the information you give
‍● Our rights to verify the information you give us and your compliance with these terms
‍● Our communications with each other
‍● Your communications with customers
‍● Your use of our systems
‍● Creating your consultant profile and listing services on the Consultz platform
‍● You can't list unauthorised services
‍● Pricing your services
‍● Platform availability

‍Dealing with customer orders, refunds and complaints

‍● What we do when a customer requests a consultation
‍● What you must do when we tell you about a request for consultation
‍● Dealing with customer questions about orders
‍● Dealing with customer cancellations
‍● How you must handle customer complaints
‍● How customer reviews are collected and displayed
‍● Access to and use of data generated through use of the Consultz platform

‍Fees and commission on your service sales

‍● What we pay you for services provided using the Consultz platform
‍● When we pay you
‍● How customers are refunded
‍● Rights of set-off
‍● Orders from outside Great Britain

‍Using each other's branding and other intellectual property rights

‍● Your use of our branding
‍● Our use of your branding and other intellectual property rights

‍Suspension of listings, ending this agreement and disputes

‍● When we'll suspend your listings or end this agreement
‍● How to complain if you're not happy with our services including any decisions we've taken
‍● We can each request mediation of disputes
‍● How you can end this agreement
‍● Your obligations after this agreement ends
‍● Our obligations after this agreement ends

‍Limitations of liability and platform availability

‍● Meaning of liability in these terms
‍● Liabilities neither of us limit or exclude
‍● Types of loss we each exclude liability for
‍● Caps on our liability to each other
‍● Deadline for us to make claims against each other

‍Claims and actions against us in connection with you or your services

‍● Dealing with claims against us
‍● Compensation for claims against us

‍Data protection obligations

‍● How we each treat personal data we have shared

‍Changes to these terms and our policies

‍● How we make changes to these terms
‍● What you can do if you're unhappy about changes we've made

‍Other important terms

‍● Governing law and jurisdiction
‍● Impact of events beyond each of our reasonable control
‍● We can transfer our rights and obligations under this agreement
‍● How we must protect each other's confidential information
‍● Neither of us are bound by anything said but not included in this agreement
‍● Informal changes to this agreement aren't valid
‍● Each of us can only waive our rights under this agreement in writing
‍● Invalidity of part of this agreement doesn't affect the rest of it
‍● No one else has rights under this agreement

‍Defined terms

‍● Terms in bold have the following meanings

‍3. Becoming a consultant on the Consultz platformHow to apply and our agreement with you

‍You can apply to become a consultant on our online platform by downloading our APP

During the application process:
● we both agree to only use and disclose each other's confidential information as necessary for making and considering your application and to comply with the restrictions in How we must protect each other's confidential information;
● insofar as you have access to our systems you agree to comply with all relevant restrictions in Your use of our systems; and
● the provisions of section 12 (Other important terms) shall apply to any disputes concerning your application. An agreement between us governed by these terms will come into force when we accept your application.

‍The law and our policies

‍You must at all times when doing anything in connection with this agreement comply with all applicable laws, statutes, regulations and codes from time to time in force including without limitation the CAP Code and our policies as set out below.The policies set out below, which we both must comply with, form part of these terms and our agreement with you. See section 11 (Changes to our terms) for how and when we tell you about changes and how you can end this agreement if you're not happy with a change.

The policies are:

● Acceptable Use - what you can and can't do when creating your profile and listings and when responding to customer reviews;
● Prohibited and Restricted Services - the type of services you can't provide on the Consultz platform;
● Refunds - information for customers about how refunds are dealt with;
● Customer Care - how you must deal with customer complaints and questions;
● Consultant Complaints - the procedure we follow when dealing with your complaints about the Consultz platform.

‍Your warranties about the information you give

‍You represent and warrant that:

● you are, and will remain, established in Great Britain (England, Wales or Scotland but not Northern Ireland);
● the information you provide to us in connection with your application to become a consultant on the Consultz platform is complete and accurate and you'll promptly notify us of any changes to it and keep the consultant profile you create on our consultant interface up to date; and
● any documents you submit to us to support your application or in response to any request from us at any time are either genuine documents or true copies of genuine documents.

‍Our rights to verify the information you give us and your compliance with these terms
‍We may at our option at any time require you to promptly provide us with reasonable evidence that any information you've given us is true and up to date and that such information and your behaviour is in compliance with these terms. Such information includes (but is not limited to) information in connection with your application to become a consultant on the Consultz platform, in your consultant profile and in the listings for your services. We can suspend or restrict individual listings until you've supplied this evidence and end this agreement if you don't comply with this requirement. See section 7 (Suspension of listings, ending of this agreement and disputes). You permit and instruct us to collect information about you and in connection with your performance of this agreement (including without limitation the services you list on the Consultz platform) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

‍Our communications with each other

‍When we accept your application to become a consultant we'll give you access to our consultant interface. We'll generally use our consultant interface to tell you about customer consultation requests, questions, cancellations and complaints and also other things about our service, such as changes to these terms and our policies. We may also contact you via telephone, email or other methods.You should use our consultant interface to get in touch with us wherever possible, but we may also give you other ways of contacting us.

‍Your communications with customers

‍You must always use the consultant interface to communicate with customers who have engaged you through the Consultz platform or enquired about your services through the Consultz platform. Where this is not possible (for example, where a customer, having found you through the Consultz platform finds and calls you directly), you should refer them back to the platform, and you should enter accurate details of any communications with customers on the consultant interface. This helps us to keep a full record of all communications in relation to any transaction, in case there are any disputes.If a customer contacts you about your services through the Consultz platform you must not in any way ask or encourage the customer to procure those services (or repeat engagements for those or similar services) either directly from you or from another source.

‍Your use of our systems

‍You may only use our consultant interface and the other computer systems that support, operate and comprise the Consultz platform (our systems) for listing and selling your services and communicating with us and your customers as envisaged in these terms.

You agree to use all reasonable security practices to prevent unauthorised access or damage to our systems. These practices include but are not limited to:

● making sure any devices you use to access our systems have up to date anti-virus protection and not introducing any viruses into our systems;
● ensuring that your log-in details and passwords for our systems:o are only used by your employees and subcontractors approved by us, who in each case are required to comply with the rules set out in Your use of our systems;
o are not shared between users; and
o are changed as and when prompted by our systems; and
● telling us immediately if you think that log-in details or passwords are being or may be have been compromised, or used in an unauthorised way or that the security of our systems has been compromised in any other way.Except as permitted by any applicable law which you and we can't agree to exclude, you mustn't:
● attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of our systems in any form or media or by any means;
● attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our systems;
● access all or any part of our systems to build a service which competes with them; or
● create multiple accounts to evade punishment or avoid restrictions.

‍Creating your consultant profile and listing services on the Consultz platform

‍You must create a consultant profile on the Consultz platform. Once you've done this you can create listings to sell your services through our consultant interface. You represent and warrant that you'll:

● only create listings for services of the types approved by us in writing and which are not prohibited services (as set out in our Prohibited Services Policy link to policy);
● only list services which comply with all applicable legislation and regulations affecting their provision and don't infringe third party intellectual property rights; and
● include in your listings, or where appropriate your consultant profile, all the information about you, your qualifications, and your services that is required to comply with consumer protection law. Our consultant interface will prompt you to provide this information, but you are responsible for making sure you comply with the law. See also Our rights to verify the information you give us and your compliance with these terms.

You must ensure that your consultant profile and the listings for your services:
● comply with our Acceptable Use Policy , which bans things such as obscenity and defamation;
● only feature high quality images and descriptions, which you have all the necessary intellectual property and other rights to use in this way on the Consultz platform and to license to us as set out in Our use of your branding and other intellectual property rights;
● are in the English language and are clear and comprehensible;
● provide us with  a valid VAT registration number; if you’re registered for VAT
● don't include anything which would encourage or allow customers to contact you other than through the consultant interface, such as email or social media contact details, website addresses or other links (and we reserve the right to remove such information); and
● don't use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing.

‍You can't list unauthorised services

‍You must maintain adequate processes and procedures to make sure that you are authorised to provide your services. If we ask you to, you must promptly provide us with genuine and conclusive documentary evidence showing that you are authorised to sell specific services on the Consultz platform. We can suspend a listing for a service or terminate this agreement under section 7 (Suspension of listings, termination of this agreement and disputes) if you fail to comply with any requirement of this clause.

‍Pricing your services

How you price your services is entirely up to you and you can change the price for your services at any time using the consultant interface. Please allow a reasonable time for revised prices to be displayed on the Consultz platform. We'll charge customers the price shown on the Consultz platform at the time they submit their consultation request. Your payment will be the fee set less our fees.Your prices must be inclusive of VAT regardless of whether you are VAT registered. This cannot be adjusted retrospectively and no communication about taxes will be entered into.You must account to HMRC for any VAT due on fees received from provision of your services on the Consultz platform and fully comply with your tax obligations in connection with provision of your services on the Consultz platform including the collection, reporting, filing and payment of any and all applicable taxes and other governmental assessments.

‍Platform availability

‍We aim to make the consultant interface available to you and the Consultz platform available to customers on a  24/7 basis. We reserve the right to take some or all of our systems offline as reasonably required for routine and emergency maintenance or repairs. We'll give you as much notice of such downtime as is reasonably possible. All communications using the internet may be affected by events outside our reasonable control (see Impact of events beyond your or our reasonable control)).

‍4. Dealing with customer consultancy requests, refunds and complaintsWhat we do when a customer requests a consultation

‍Customers engaging consultants on the Consultz platform must click to accept our standard customer terms: link to standard customer terms, which are linked to from the checkout page. When a customer seeks to engage you from the Consultz platform, we, acting as your agent in your name and on your behalf, will:

● send the customer a consultancy request acknowledgement email in our standard format;
● promptly inform you of the customer consultancy request via the customer interface;
● unless you tell us that you can't fulfil a request within 24 hours , send the customer a request acceptance email in our standard format and so form a direct contract for you to supply your service to the customer on our standard customer terms link to standard customer terms (the contract is between you and the customer);
● if you tell us that you can't accept a request, send the customer a request rejection email in our standard format; and
● take payment for customer requests for your service when you tell us you're provided the consultation requested. The consultant interface will tell you whether or not payment has been received for any consultation.

Our request acknowledgement email will
(i) serve as the supply VAT receipt issued in your name and on your behalf,
(ii) include all the information about the requested service which you have provided and
(iii) show the UK supply VAT to be collected.    

You're responsible for ensuring that this information meets legal information requirements and for compliance with all applicable legal, tax and regulatory requirements in connection with any customer VAT receipt issued in your name.

Where a customer is UK VAT registered, we will, where required by applicable law, provide you with the customer’s UK VAT registration number and details of the relevant supply.

‍What you must do when we tell you about a request for consultation

‍When we tell you about a consultancy request you must:

● using the consultant interface, tell us as soon as possible, and in any event within time period, if you won't be able to supply the service;
● provide the consultation to the customer in the way and within at least the timescale set out in your service listing - and let us know via the consultant interface once you're provided the consultation, as this is the point at which we take payment from the customer; and
● Comply in full with our standard customer terms

‍Dealing with customer questions about orders
‍You must deal promptly and professionally with any customer questions about orders using the consultant interface. You must liaise with us if the question relates to any part of the process we're involved in. We will cooperate with each other in trying to resolve any such questions. All your interactions with customers must comply with the Customer Care Policy See also How you must handle customer complaints.

‍Dealing with customer cancellations

‍We'll tell you if a consumer contacts us to cancel a consultation. When we do so, or when a consumer contacts you directly to cancel a consultation, you must comply with the Refunds Policy link to policy and any further commitments you've made in your service listing or other marketing or advertising. You must promptly tell us of any refunds due to customers who have cancelled and these will be dealt with as described in How customers are refunded.

‍How you must handle customer complaints

‍We'll tell you if a customer complains to us about you or one of your services, including any complaints that services have not been delivered or that cancelled consultations have not been refunded and provide you with all relevant details about the complaint. You must deal with complaints we tell you about, and any complaints you receive directly from customers, in a way that complies with consumer law see the Trading Standards advice on online selling at www.businesscompanion.info and honour any additional commitments or guarantees you've made in your service listing or other marketing or advertising. You must also comply with our Customer Care Policy link to policy when dealing with customer complaints.If, in relation to any dispute with a customer, you don't engage in dispute resolution, as required by these terms and in good faith, then we may refund and/or compensate the customer from your account on your behalf. We can also do this if you don't abide by any commitment you've made during dispute resolution, any settlement reached through mediation or any ruling made by a court or other competent authority. Refunds will be handled as set out in How customers are refunded. You must reimburse us for payments made in compensation, see When you must pay our invoices.See also section 9 (Claims and actions against us in connection with you or your services).

‍How customer reviews are collected and displayedWe and you agree to use our best efforts to make sure that customer reviews on the Consultz platform are from customers who have procured services and tried them and who are not connected with the relevant consultant or in any way encouraged or incentivised to post a favourable review.You may use the consultant interface to invite customers to whom your services have been delivered to review your services. The Consultz platform does not permit users to submit reviews unless they have had a consultation with you. Customers submitting a review do so in a prescribed format which may involve a free text box. Our software may block language in customer reviews which is not permitted under our Acceptable Use Policy link to policy but we don't guarantee that it will do so. You're responsible for checking reviews for compliance with our Acceptable Use Policy and telling us if you consider that a review breaches it. If we agree, we'll remove the review from the site and inform the customer we've done so.Apart from an initial invitation to review your services submitted through the consultant interface, you must not directly or indirectly contact customers (whether through the consultant interface or using any other contact details you have for customers) either to encourage them to submit any review or a favourable review or to change or withdraw a review. You must not encourage customers to submit reviews of services they have purchased on the Consultz platform anywhere other than on the Consultz platform. Customer reviews do not equate to our endorsement or otherwise.

Access to and use of data generated through use of the Consultz platform

‍Your own and your customers' use of the Consultz platform will generate data (including personal data), about orders, customer queries, ratings and reviews for your services and other matters. Information about how we process personal data relating to consultants is set out in our Privacy Policy link to policy. This also describes your data protection rights including rights to object to certain types of processing activity.

‍5. Commission on sales of your services

What we pay you for services provided using the Consultz platform

‍We'll pay you the sums received by us from customers for your consulting services less:● our commission of ∙^amount % and any VAT payable thereon;
● any fees (and any VAT applicable to them) or other sums due to us which are unpaid at the time we pay you, whether or not the due date for payment has arrived; and
● any sums owed to us in connection with any third party claim under Compensation for claims against us which are unpaid at the time we pay you.We charge customers in pounds sterling.Our commission is calculated as a percentage of the total price paid by the customer for the service (excluding VAT) and becomes payable only on receipt of such payment from customers. If you are VAT registered you must provide Consultz with your VAT number and this will be shown on your invoice. If you are VAT registered your payment will include VAT and if you are not VAT registered the applicable VAT will be paid to HMRC by Consultz and deducted from the payment you receive.

‍When we pay you

‍Within 30 days of the end of each month we'll send you a statement of the sums due to you in the previous month (less the deductions set out above) and how they have been calculated and credit such sums by payment into the bank account you've notified to us via the consultant interface. Payments from customers will be held in escrow for 21 days to allow time for any dispute to be lodged. Beyond this period no complaints or refund applications will be entered into.

‍How customers are refunded

‍If you instruct us to refund a customer on your behalf, we'll do so provided we can deduct such sums from money due from us to you. We are not obliged to refund more than the sums collected from the customer. If we can't deduct such sums from money due from us to you, we will require you to refund customers directly from your Consultz account.We will still charge you a commission on sums paid by customers and refunded to them, this covers our services and associated costs and maybe in addition to the fee paid by the customer.

‍Rights of set-off

‍Save as expressly provided in these terms (see What we pay you for services provided using the Consultz platform and How customers are refunded), we shall each pay all amounts due under this agreement in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

‍Orders from outside Great BritainThe Consultz platform only displays information to customers in the English language, only accepts payment in pounds sterling and we make this clear to customers. Despite our taking these steps, customers from outside Great Britain may succeed in procuring your services from the Consultz platform. Customers from outside Great Britain may have rights under their local laws which apply as well as or instead of their rights under English, Welsh and Scottish law and our standard terms for consumers. If you don't wish to accept such requests, it is your responsibility to reject them as indicated in What you must do when we tell you about a consultancy request.

‍6. Using each other's branding and other intellectual property rightsYour use of our branding

‍You may publicise your listings on the Consultz platform outside the Consultz platform, for example, on social media. In doing so you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by the Consultz platform. You can share the urls for your listings and consultant pages and state that your services can be obtained on the Consultz platform. [However, you can't use the Consultz platform stylised name or logos either on their own or in combination with another word or use the Consultz platform name in your social media profile name or photo.] You also must not  create content with the same look or feel as that of the Consultz platform.As soon as reasonably possible after this agreement ends, you must remove any content that suggests you provide services on the Consultz platform from any places you control and use your best efforts to remove such content from any places owned by any third parties.

‍Our use of your branding and other intellectual property rights

‍You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish any content, data or information (including trade marks and branding) you provide to us in connection with you and your services (your materials) for the purposes of listing and selling your services on the Consultz platform and operating, improving and marketing the Consultz platform in any media. Section 9 (Claims and actions against us in connection with you or your services) sets out what happens if someone claims that our use of your materials infringes their intellectual property or other rights.As soon as reasonably possible after this agreement ends, we'll stop all use of your materials on the Consultz platform. However, we reserve the right to continue using your materials for the purposes and period set out in Your obligations after this agreement ends and Our obligations after this agreement ends. Except as stated above, we won't acquire any rights to your materials and any goodwill generated by our use of your materials on the Consultz platform will accrue to you.

‍7. Suspension of listings, ending this agreement and disputesWhen we'll suspend your listings or end this agreement

‍We can suspend or restrict any individual listing you make on the Consultz platform if we become aware, or have reason to believe, that what you've told us about your service or said about your service in the listing for it is not true or up to date or that the service or the listing doesn't comply with these terms, including our policies (see The policies which form part of these terms) or is otherwise unlawful.We can end this agreement and your rights to use the Consultz platform for any of the following reasons:

● you've not complied with these terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated;
● you've become insolvent or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business or your financial position deteriorates to such an extent that we think your ability to fulfil your obligations under this agreement is at risk;
● we reasonably consider that our continuing to provide services to you could expose the Consultz platform to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on the Consultz platform's reputation or the other consultants selling on the Consultz platform;
● we decide to stop providing the Consultz platform or to stop selling your type of services on the Consultz platform; or
● we reasonably determine, or receive information or notice from HMRC, that you are not meeting your tax obligations.We'll give you at least 30 days' notice that we are ending this agreement unless:
● our legal, tax or regulatory obligations require us to end this agreement without such notice;
● it's imperative for us to end this agreement either immediately or on shorter notice. For example, we may end this agreement with immediate effect if you become insolvent or we discover that your services are unsafe or present a danger or if we reasonably suspect you of fraud or of using the Consultz platform to spam others; or
● you've repeatedly broken this agreement.If we're suspending or restricting an individual listing or ending this agreement, we'll normally give you a written statement of the specific facts or circumstances which led to our decision and which of these terms we consider you've broken. If we're acting in response to a notification from someone else, we'll also share the contents of that notification with you. However, we won't give you such a statement if:
● we're subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons; or
● we're ending this agreement because you've repeatedly broken it.We'll send our statement to you via email or another durable medium. Where we're suspending or restricting an individual listing, we'll send the statement before or at the time of the suspension or restriction. If we're ending this agreement, we'll send the statement at the same time that we give notice that we are ending this agreement. See also Your obligations after this agreement ends and Our obligations after this agreement ends.

‍How to complain if you're not happy with the Consultz platform including any decisions we've taken

‍If you want to complain about our services or the way we've treated you, including because you disagree with us restricting or suspending a listing for your services or ending this agreement, please contact us via email  within 14 days of your grievance arising. You and we agree to try our best to resolve all complaints by following the steps set out in our Consultant Complaints Policy If we can't resolve your complaint in this way, either of us can request mediation (see We can each request mediation of disputes). In addition, we are both able to bring legal action at any time (see Governing law and jurisdiction).

‍We can each request mediation of disputes

‍We can each request that any dispute between us be referred to one of our preferred independent mediators. Any such requests should be submitted via email . Both of us must act in good faith when considering any requests for mediation and engaging in any mediation. We may refuse mediation of a dispute which has previously been mediated if the mediator determined you weren't acting in good faith in that mediation. We may also refuse mediation of any dispute connected to other disputes in which a mediator has repeatedly found in our favour. We'll bear a reasonable proportion of the total costs of any mediation, taking into account all relevant elements of the dispute, as determined by the mediator.

‍How you can end this agreement

‍You may stop using the Consultz platform at any time. This agreement will end when you've informed us, using the interface, that you no longer wish to use the Consultz platform and you've removed your service listings.

‍Your obligations after this agreement ends

‍After this agreement ends (for whatever reason) you must (unless we tell you otherwise):

● immediately remove any listings for your services from the Consultz platform;
● leave your customer facing consultant profile (excluding listings for your services) live until 30 days after completion of the last consultation you provided through the Consultz platform, to allow customers to contact you about consultations previously provided. Once this period has expired your customer facing consultant profile will be removed; and
● continue to comply with these terms insofar as they relate to customer consultations provided through the Consultz platform before the removal of your service listings (you need only comply with the version of these terms which applied when this agreement ended).

‍Our obligations after this agreement ends

‍After this agreement ends (for whatever reason) we:

● may remove all listings for your services from the Consultz platform, if you've not already done so, and reject any consultancy request received after this agreement ends;
● may remove your customer facing consultant profile from the Consultz platform, if you've not already done so, except that we can keep it live until 30 days after your completion of the last consultation you provided through the Consultz platform, to allow customers to contact you about consultations previously provided, your profile will list no availability for new calls, and remains active only for previous consultations;
● will continue to comply with these terms insofar as they relate to customer consultations provided through the Consultz platform before the removal of your service listings, including by paying sums due to you for such consultations (we'll comply with the version of these terms which applied when this agreement ended); and
● will stop giving you access to data (including personal data) generated by your use of the Consultz platform.

‍8. Limitations on liability and platform availabilityMeaning of liability in these terms

‍When we talk about liability in these terms we mean every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

‍Liabilities neither of us limit or exclude

‍Nothing in these terms limits any liability (whether yours or ours) which can't legally be limited, including but not limited to liability for:

(i) death or personal injury caused by negligence,
(ii) fraud or fraudulent misrepresentation or
(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

The limitations and exclusions set out in this agreement don't apply in respect of your liabilities to us under section 9 (Claims and actions against us in connection with you or your services).

‍Types of loss we each exclude liability for

‍Except in respect of Liabilities neither of us limit or exclude, we won't be liable to you and you'll not be liable to us for (i) loss of profits, sales, business, contracts or anticipated savings, or (ii) any indirect or consequential loss.

‍Caps on our liability to each other

Except in respect of Liabilities neither of us limit or exclude (which are uncapped), our total liability to you and your total liability to us is capped as follows:

● for loss arising from the other's failure to comply with the data protection provisions set out in section 10 (Data protection obligations), the cap is £100; and
● for all other loss or damage the cap is £ Payment of uncapped liabilities shall not reduce these caps.

‍Deadline for us to make claims against each other

‍Unless either of us notifies the other that they intend to make a claim in respect of an event within the notice period, the other shall have no liability for that event. The notice period for an event starts on the day on which the party claiming became, or ought reasonably to have become, aware of the event having occurred and expires 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

‍9. Claims and actions against us in connection with you or your services

Dealing with claims against us

‍We'll pass on to you any complaints we receive about you or your services as described in How you must handle customer complaints. However, if anyone, including (but not limited to) a customer, any regulator, HMRC or any third party rights holder, makes a claim or takes any kind of action against us in connection with:

● your services or and their supply through the Consultz platform;
● content you've uploaded to or otherwise distributed through our systems, including but not limited to your consultant profile, your service listings, your communications with customers, advertising, and any omissions or inaccuracies in such content;
● things we have or haven't done in reliance on information you've provided (or omitted to provide) to us, including our exercise of rights you've granted to us; or
● things you have or haven't done including but not limited to any breach of these terms and our policies,(a third party claim), then you must, at our option and as we request, either help us defend or deal with the third party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.

‍Compensation for claims against us

‍You must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses (liabilities) we incur arising out of or in connection with any third party claim. See When you must pay our invoices.

‍10. Data protection obligationsHow we each treat personal data we have shared

‍We'll process your personal data in accordance with our privacy policy – see: link to policy.Each of us may share with the other the following types of personal data collected in connection with this agreement (shared personal data):

● names, addresses and contact details of customers for your services; and
● information about:

(i) customer orders for your services, including any personalisation requests,
(ii) customer queries and complaints in relation to orders,
(iii) customer searches and activity on the site,
(iv) our respective employees and
(v) individuals working with other organisations that we or you work with.

We each agree that we shall only process shared personal data which we receive from the other for the following purposes:

● fulfilling orders for your services;
● dealing with queries and complaints from customers about your services; and
● dealing with each other's employees and individuals working with other organisations for the purposes of operating this agreement.Both parties shall comply with all the obligations imposed on a controller under UK data protection law. If either of us fail to do so, the other can end this agreement, as set out in When we'll suspend your listings or end this agreement and How you can end this agreement.

Both of us will:

● ensure that all necessary notices, consents and lawful bases are in place to enable lawful transfer of the shared personal data to the other as well as to their employees and the entities they use in connection with this agreement (permitted recipients);
● give to any data subject whose personal data may be processed under this agreement full information about the nature of such processing. This includes giving notice that, when this agreement ends, personal data relating to them may be retained by or transferred to one or more of the permitted recipients, their successors and assignees;
● not disclose or allow access to the shared personal data to anyone other than the permitted recipients;
● ensure that all permitted recipients are subject to written contractual obligations concerning the shared personal data (including obligations of confidentiality) which are no less strict than those imposed by this agreement;
● ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Such measures shall include, but not be limited to, those set out in our Privacy Policy link to policy.
● not transfer any shared personal data received outside the EEA without ensuring that
o the transfer is to a country approved under UK data protection law as providing adequate protection;
o there are appropriate safeguards or binding corporate rules in place pursuant to UK data protection law;
o we or you (as appropriate) otherwise comply with all the obligations imposed under UK data protection law by providing an adequate level of protection to any personal data that is transferred; oro one of the derogations for specific situations in UK data protection law applies to the transfer.We shall each assist the other in complying with UK data protection law.

The things we will each do include but are not limited to:

● consulting the other about any notices given to a data subject in relation to shared personal data;
● promptly telling the other about receipt of a data subject rights request in relation to shared personal data;
● providing the other with reasonable help in complying with any data subject rights request in relation to shared personal data;
● not disclosing, releasing, amending, deleting or blocking any shared personal data in response to a data subject rights request without first consulting the other, wherever possible;
● helping the other (at the other's cost) to respond to any data subject rights request and to comply with UK data protection law with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
● on becoming aware of a breach of UK data protection law, notifying the other of it as soon as reasonably possible;
● when this agreement ends, either deleting or returning shared personal data (and any copies of it) received from the other, unless required by law to store it;
● using technology compatible with the other's technology to process shared personal data, to ensure that transfers to or from the other don't result in inaccuracies;
● maintaining complete and accurate records and information to demonstrate that it has complied with these provisions; and
● providing the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of UK data protection law, including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with UK data protection law.

‍11. Changes to these terms How we make changes to these terms

‍We'll let you know via email or another durable medium about any changes we're making to these terms (including the policies referred to in them), unless they're just cosmetic or editorial changes which don't alter their content or meaning.Normally we'll give you at least 15 days' notice before such changes take effect. We'll give you more notice if a change we're making impacts on the way you do things, either technically or commercially (a significant change). For example, you might need more notice if we entirely remove a feature from the Consultz platform, add a new feature or if you need to adapt your services to continue using the Consultz platform.We won't give you advance notice if we have to make a change with immediate effect, whether for legal or regulatory reasons or to protect the Consultz platform, our consultants or our customers from fraud, malware, spam, data breaches or other cybersecurity risks.If you list new services on the Consultz platform after we've told you about any changes (other than a significant change), you will be deemed to have agreed to those changes and they will take effect immediately.

‍What you can do if you're unhappy about changes we've made

‍If you're unhappy with any changes we tell you about, you can end this agreement. See How you can end this agreement.

‍12. Other important terms

Governing law and jurisdiction

‍This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement, its subject matter or formation.

‍Impact of events beyond each of our reasonable control

‍Neither of us (the affected party) shall be in breach of this agreement or otherwise liable for any failure or delay in performing their obligations if such delay or failure results from events, circumstances or causes beyond the affected party's reasonable control.

‍We can transfer our rights and obligations under this agreement

‍We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with (transfer) any or all of our rights and obligations under this agreement.

‍How we must protect each other's confidential information

‍Neither of us (the recipient) shall at any time during the term of this agreement, and for a period of two years after it ends (for whatever reason) disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or consultants of the other (the discloser), except:

● to the recipient's employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient's rights or carrying out its obligations under or in connection with this agreement. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the discloser's confidential information comply with this clause; or
● as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.The recipient shall not use the discloser's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

‍Neither of us are bound by anything said but not included in this agreement

‍This agreement (comprising these terms and the policies referred to in them) constitutes the entire agreement between us in relation to our services.We each acknowledge that in entering into this agreement neither of us relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. We each agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

‍Informal changes to this agreement aren't valid

‍Except for changes made as described in How we make changes to these terms, no variation of this agreement shall be effective unless it is in writing and signed by each of us.

‍Each of us can only waive our rights under this agreement in writing

‍A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

‍Invalidity of part of this agreement doesn't affect the rest of it

‍If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

‍No one else has rights under this agreement

‍This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.Neither of us require the consent of any other person to rescind or vary this agreement.

‍13. Defined terms

‍Terms in bold have the following meanings:

‍appropriate technical and organisational measures has the meaning set out in UK data protection law;
‍
‍controller has the meaning set out in UK data protection law;
‍
‍UK data protection law means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to either you or us relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to either you or us;
‍
‍data subject has the meaning set out in UK data protection law;

‍insolvent means, in relation to either party that it has taken any step or action in connection with: (i) entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring),  (ii) applying to court for, or obtaining a moratorium under, Part A1 of the Insolvency Act 1986, (iii) being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), (iv) having a receiver appointed to any of its assets, (v) ceasing to carry on business, and (vi) if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

‍liabilities means any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses;

‍our systems means our consultant interface and the other computer systems that support, operate and comprise the Consultz platform;

‍permitted recipients means each of our employees and the entities we each use in connection with this agreement;

‍personal data has the meaning set out in UK data protection law;

‍personal data breach has the meaning set out in UK data protection law;

‍process, processing and processed have the meaning set out in UK data protection law;significant change means a change to these terms which impacts on the way you do things, either technically or commercially;

‍shared personal data is the following types of personal data each of us have collected in connection with this agreement:

● names, addresses and contact details of customers for your services; and
● information about:
(i) customer orders for your services, including any personalisation requests,
(ii) customer queries and complaints in relation to orders,
(iii) customer searches and activity on the site,
(iv) our respective employees and
(v) individuals working with other organisations that we or you work with;

‍third party claim means a claim or any kind of action against us made by anyone, including (but not limited to) a customer, any regulator. HMRC, couriers or any third party rights holder, in connection with:

● your services and their provision through the Consultz platform;
● content you've uploaded to or otherwise distributed through our systems, including but not limited to your consultant profile, your service listings, your communications with customers, advertising, and any omissions or inaccuracies in such content;
● things we have or haven't done in reliance on information you've provided (or omitted to provide) to us, including our exercise of rights you've granted to us; and● things you have or haven't done including but not limited to any breach of these terms and our policies;transfer means assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with;

‍VAT means value added tax chargeable under the Value Added Tax Act 1994 of the United Kingdom and legislation supplemental thereto or replacing, modifying or consolidating it and including any similar, substitute, or replacement tax on, inter alia, the supply of services in the United Kingdom; and

‍your materials means any content, data or information (including trade marks and branding) you provide to us in connection with you and your services.