Mentor Terms and Conditions

The following definitions apply in these Terms:

• A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• A reference to a party includes its personal representatives, successors and permitted assigns.
• A reference to legislation or a legislative provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under it.
• Words following the terms including, include or in particular shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• A reference to writing excludes fax but includes email.

EB Unlocked Ltd (company number 15905257) (“we” and “us”) is a company registered in England and Wales. Our registered office is at Clavering House, Clavering Place, Newcastle Upon Tyne, United Kingdom, NE1 3NG. Our VAT number is 474901867. We operate the website unlockedexpertise.com (the “Website”).

To contact us, email us at support@unlockedexpertise.com. How to give us formal notice of any matter under the Contract is set out in clause 18.

We maintain professional liability insurance. Our insurer is Markel International Insurance Company Limited.

The “Platform” consists of the Website, any apps we operate, and the content and services we make available through them via the internet, mobile devices and associated information, products and services by email or other electronic means.

Your use of the Platform to provide mentoring services makes you a “Mentor” for the purposes of these Terms.

These terms and conditions (“Terms”) apply to your use of the Platform as a Mentor (“Contract”). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

The Contract is the entire agreement between you and us in relation to its subject matter. These Terms and the Contract are made only in the English language.

Any person using the Platform to receive mentoring services is referred to as a “User”. Information uploaded by or relating to Users is “User Information”. Information you upload about yourself and your services is “Mentor Information”.

We have little or no editorial control over User-provided material and cannot guarantee its accuracy, timeliness or completeness. We cannot accept responsibility for errors, omissions or inaccurate material, and make no warranty that the Platform will be uninterrupted, error-free or free of viruses or other malicious code.

It is your responsibility to determine whether you wish to be considered for or undertake any engagement. We do not vet Users on behalf of Mentors, and we recommend you carefully assess each engagement before accepting.

Reasonable care and skill. We warrant to you that the Platform will be provided using reasonable care and skill.

You are responsible for ensuring that you are legally entitled to publish any information which you upload. You may only use the Platform to make genuine offers to provide mentoring services which you are qualified and legally entitled to deliver.

You agree not to use the Platform in any unlawful manner and in particular shall not:

• Post any inappropriate, defamatory, abusive, infringing, obscene, discriminatory or otherwise unlawful material
• Post any material that infringes any intellectual property rights
• Post any corrupted files, viruses or harmful code
• Impersonate another person or entity
• Cause the Platform to be interrupted, damaged, rendered less efficient or impaired
• Restrict or inhibit any other user from using the Platform
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others

You agree that you will not use the Platform for the purpose of identifying and engaging with Users outside of the Platform, or pose as a User.

You agree not to use subcontractors without the prior consent of the relevant User. You are responsible for the acts and omissions of any authorised subcontractors.

It is your responsibility to ensure that:

• You cooperate with us in all matters relating to the Platform
• You provide us with accurate and complete information and materials as we may reasonably require
• You comply with all applicable laws

Professional indemnity insurance

You agree to maintain an adequate level of professional indemnity insurance cover whilst you are registered as a Mentor on the Platform, with reputable insurers lawfully carrying on insurance business in the United Kingdom and on customary terms. The maintenance of such insurance is a condition of your registration. You shall immediately inform us if your insurance ceases to be available at commercially reasonable rates or if there is any material reduction in scope or cover.

You are solely responsible for the content, accuracy and completeness of Mentor Information. You agree only to provide true, accurate, current and complete information. You also accept all responsibility for any liability arising from your processing and transmission of User Information.

We may edit, modify or remove any parts of Mentor Information which we consider is in breach of this Contract, and may suspend or terminate your access without notice.

By providing Mentor Information you grant to us a royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, reproduce, modify, publish, edit, translate, distribute, perform and display the material in any form, media or technology, and to sub-licence such rights.

We reserve the right to verify information you provide during registration and ongoing use. We may request identity, address and verification documents at any time and reserve the right to terminate your access if you fail to provide them.

To the extent that we provide you with User Information, you agree to treat it as confidential, not share it with any other person, and only use it for the purpose of the particular engagement for which it was provided.

Should you (or any of your subcontractors) have a dispute with a User, you must address such dispute directly with the User concerned. You agree to notify us as soon as reasonably practicable.

We may investigate any grievances and may take action including allowing continued access, suspending access for a period, or terminating and banning access for a definite or indefinite period.

The Platform is currently designed to operate in the UK only. We are unable to provide access to Users at addresses outside the United Kingdom.

Fees are paid to you for mentoring sessions delivered through the Platform, subject to the commission and payment terms described below.

Payments are processed through Stripe Connect. You must set up and maintain a connected Stripe account in order to receive payouts.

Fees shall be paid in pound sterling to the bank account nominated through your Stripe Connect account.

All intellectual property rights in or arising out of or in connection with the Platform (“Rights”), other than intellectual property rights in materials provided by you, will be owned by us.

We grant to you for the period during which you access the Platform a non-exclusive, non-transferable licence to use the Rights solely for the purpose of receiving access to the Platform.

We will use any personal information you provide to us to:

• Provide the Platform
• Process payments to you
• Inform you about similar products or services — you may stop receiving these at any time by contacting us

For full details, please see our Privacy Notice.

Both parties will comply with all applicable requirements of the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

Your attention is particularly drawn to this clause.

If you are dissatisfied with the Platform or the terms of this Contract, your sole remedy shall be to discontinue use of the Platform.

Nothing in the Contract limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

Subject to the above, we will not be liable for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of data, loss of or damage to goodwill, or any indirect or consequential loss.

Our total liability arising under or in connection with the Contract will be limited to the total fees paid to you under the Contract in the twelve months preceding the claim.

You must notify us of any intended claim within 3 months of becoming aware of the event, providing written details of the event and grounds for the claim.

We reserve the right to edit, refuse to post, or remove from the Platform any information or materials which we consider breaches this Contract. We may terminate or restrict your access at any time in the event of a material breach.

We may vary these Terms from time to time and shall post revised terms on the Website. Revisions become effective four business days after posting. Your continued use constitutes acceptance.

We each undertake not to disclose confidential information concerning one another's business, affairs, customers, clients or suppliers, except:

• To employees, officers, representatives, subcontractors or advisers who need to know
• As required by law or a court of competent jurisdiction

Confidential information may only be used for the purpose of fulfilling obligations under the Contract.

We may terminate or suspend your access with immediate effect by written notice if:

• You commit a material breach of any term
• You take any step in connection with entering administration, liquidation, composition with creditors or being wound up
• You cease or threaten to cease carrying on your business
• Your financial position deteriorates such that your capability to fulfil your obligations is in jeopardy

Termination will not affect rights and remedies accrued prior to termination. Survival provisions remain in full force and effect.

We will not be liable for any failure or delay caused by events beyond our reasonable control. If such an event occurs, we will contact you as soon as reasonably possible and our obligations will be suspended for the duration.

Any notice or communication must be in writing (including email). A notice is deemed received at 9.00 am on the next working day after transmission.

Assignment. We may assign or transfer our rights and obligations. You may only do so with our prior written agreement.

Variation. Any variation only has effect if agreed in writing by both parties.

Waiver. Failure to enforce any right does not constitute a waiver.

Severance. If any clause is found unlawful or unenforceable, the remaining clauses remain in full force.

Third party rights. The Contract is between you and us. No other person has rights to enforce its terms.

Governing law. The Contract is governed by English law. Disputes are subject to the exclusive jurisdiction of the English courts.