This terms of service include Invigorate’s:

Business General Engagement Agreement

This “Business General Engagement Agreement” (“Agreement”) is between you (“Business” “you”) and Invigorate Platform (“Invigorate”) as described below in Section 1 (Parties). This Agreement forms the basis of Invigorate’s relationship with Businesses who wish to apply to join Invigorate’s platform of Expert and Business (“Users”), who wish to be matched with Experts and who wish to receive services from Experts. Invigorate accepts the Business onto its platform subject to and in accordance with the terms of this Agreement.

You will be provided advance notice of any material change to this Agreement and your continued participation on the platform after the last modified date will signify your acceptance of this Agreement (as amended from time to time).

Part A: Commercial Terms

1. Parties
This Agreement is between you (“Business”) as confirmed upon sign-up to the platform and Invigorate Platform Ltd (“Invigorate”), a company incorporated and registered in England and Wales with company number 12029947 and with its registered office at 20-22 Wenlock Road, London, England, N1 7GU.

2. Relationship with Invigorate
Invigorate merely makes the site and platform available to enable experts and businesses to find and transact directly with each other. Users are responsible for evaluating and determining the suitability of any Expert, Business or engagement proposal on their own. If Users decide to enter into an engagement, both shall enter into an Expert Services Agreement with
Invigorate and the Expert, clearly defining that Invigorate is not responsible for the Expert’s Services or dealings between the Expert and the Business.

Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for an Expert Service Agreement (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Expert Service Agreements; (d) performing Expert Services; and/or (e) paying for Expert Services. Each User further acknowledge, agree, and understand that Users are solely responsible for assessing whether to enter into an Expert Service Agreement with another User and for verifying any information about another User.

Invigorate does not make any representations about or guarantee the truth or accuracy of any Expert’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Experts; and does not perform background checks on or guarantee the work of Experts. You acknowledge, agree, and understand that Invigorate does not, in any way, supervise, direct, control, or evaluate Experts or their work and is not responsible for any Engagement, Engagement terms or Work Product. Invigorate makes no representations about and does not guarantee, and you agree not to hold Invigorate responsible for, the quality, safety, or legality of Expert Services; the qualifications, background, or identities of Users; the ability of Experts to deliver Expert Services; the ability of Clients to pay for Expert Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Expert to complete a transaction.

The Business acknowledges, agrees, and understands that:
(i) Experts are solely responsible for determining, and have the sole right to determine, which Engagements to accept; the time, place, manner, and means of providing any Expert Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set.
(ii) Experts are not employees of Invigorate, and are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance);
(iii) Invigorate will not have any liability or obligations, including under or related to Expert Service Agreements and/or Services for any acts or omissions of Experts or Businesses;
(iv) Invigorate does not, in any way, supervise, direct, or control any Expert or Services; does not impose quality standards or a deadline for completion of any Services; and does not dictate the performance, methods or process Expert uses to perform Services;
(v) Experts are free to determine when and if to perform Services, including the days worked and time periods of work, and Invigorate does not set or have any control over Expert’s pricing, work hours, work schedules, or work location, nor is Invigorate involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Expert for providing the Services;
(vi) Experts will be paid at such times and in such amounts as agreed with a Business in the Expert Services Agreement, and Invigorate does not, in any way, provide or guarantee Expert a regular salary or any minimum, regular payment;
(vii) Invigorate does not provide training or any equipment, labour, tools, or materials related to any Expert Services Agreement;
(viii) Invigorate does not provide the premises at which Experts will perform the work. Experts are free to use subcontractors or employees to perform Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Expert’s subcontractor(s) or employee(s); and
(ix) Invigorate does not provide shipping services for any physical work product. If an Expert uses subcontractors or employees, Expert further agrees and acknowledges that this section applies to Invigorate’s relationship, if any, with Expert’s subcontractors and employees as well and Expert is solely responsible for Expert’s subcontractors and employees.

3. COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS
Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Agreement. You agree that prior to entering into a Service Agreement, you (a) will use Invigorate as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of
another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Invigorate; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of this Agreement “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.

You acknowledge and agree that a violation of any provision of this Section is a material breach of this Agreement. Your Account may be permanently suspended if you violate this Section.

4. Basis of Agreement
A. As from the Commencement Date (see below), the Business and Invigorate agree to be bound by the terms of this Agreement (as defined below).

B. This Agreement comprises of the Commercial Terms in Part A and the General Terms in Part B, together with the Schedules and other documents referred to in it (the Agreement).

C. The terms of this Agreement and any other user Agreement apply to the exclusion of all other terms, conditions, warranties or representations including any terms or conditions specified or referred to in any quotation or acknowledgement issued by the Expert or Business.

D. If there is any conflict, inconsistency or ambiguity between any provision in these Commercial Terms, the General Terms or any Schedule the following order of precedence shall apply (highest level of precedence first, lowest last): (i) the Commercial Terms; (ii) the General Terms; and (iii) any Schedule.

E. By joining the platform, the Business agrees and confirms acceptance of the terms as
per the application process.

5. Agreed Terms
Commencement Date – The time at which the Business signs up to the Invigorate platform

Term – This Agreement shall commence on the Commencement Date and continue unless and until terminated by either party in accordance with clause 13 in Part B below.

Invigorate’s Membership Fee – A monthly membership fee is payable to Invigorate by the Business, which provides the Business with access to Invigorate events, education resources and to the Invigorate Platform. Should the Business require expert advice to support the development of its business from an Expert, the Business shall enter into an Expert Services Agreement with Invigorate and the Expert.

Invigorate’s Commission – Commission as set out in the Expert Services Agreement (as defined in clause 1.1 of Part B below) shall be payable to Invigorate by the Expert.

Part B – General Terms

1. INTERPRETATION

1.1 In addition to the terms defined in the Commercial Terms, the following terms have the following meanings when used in this Agreement:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the UK Data Protection Legislation in force at the time.
Expert: means a person with specialised skills, expertise and experience in a particular field that has been appointed to Invigorate’s panel of experts. Also referred to as an advisor or specialist.
Expert Services Agreement: means an agreement entered into between the Expert, the Business and Invigorate in relation to the provision of Services detailed in the engagement scope agreed between the Expert and the Business.
Introduction: the provision to the Expert of the contact details of the Business, the display of the Expert’s profile to the Business on the platform and the Expert and the Business attending the same Invigorate arranged event and Introduce, Introduces, and Introduced shall be interpreted accordingly.
Introduction Date: the latter date of that when the Business and the Expert signs up to the Invigorate Platform.
Prospective Client: a person to whom the Expert has not provided the Services through the Invigorate platform.
Relevant Contract: any contract (whether or not in writing) other than an Expert Services Agreement governing the supply of services between the Expert (or any of the Expert’s connected persons) and a Business (or any of the Businesses
connected persons) who was Introduced by Invigorate, other than an Expert Services Agreement.
Services: the services within the “Scope of Services” described in the Commercial Terms provided by the Expert together with any other services from time to time offered by the Expert and which the parties agree shall be included within the
“Scope of Services” for the purposes of this Agreement.
Shared Personal Data: the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to the names, addresses, email addresses and telephone numbers of each party and of any Prospective
Clients;
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and
Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 References to statutes or statutory provisions shall be construed to include references to:
(a) those statutes or provisions as amended or re-enacted from time to time, or as their application is modified by other provisions (whether before or after the date of this Agreement);
(b) any statute or provision of which they themselves are re-enactments; and
(c) any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision.

1.3 A reference to a party shall include that party’s successors in title and permitted assigns.

1.4 Unless expressly stated to the contrary, in this Agreement:
(a) words denoting the singular include the plural and vice versa, words denoting any one gender include all genders, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
(b) a reference to a clause, paragraph or Schedule is a reference to a clause or paragraph of, or a Schedule to, this Agreement;
(c) the Schedules form part of this Agreement and shall be construed and have the same full force and effect as if expressly set out in the main body of this Agreement;
(d) the headings in this Agreement are for ease of reference only and shall not in any way affect its construction or interpretation;
(e) 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;
(f) where the context permits, “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them; and
(g) “in writing” or “written” includes email.

1.5 In this Agreement, the question of whether persons are connected persons shall be determined in accordance with section 1122 of the Corporation Tax Act 2010.

2. COMMENCEMENT AND DURATION

This Agreement shall be legally binding on the date that the Business signs up to the Invigorate platform. This Agreement shall continue unless and until it is terminated by either party in accordance with clause 13.

3. REGISTRATION & ACCEPTANCE OF THE BUSINESS
3.1 Invigorate accepts the Business onto its platform, subject to and in accordance with the terms of this Agreement, and the Business accepts such acceptance on that basis.

3.2 The parties acknowledge that this is a non-exclusive appointment and Invigorate is entitled to accept other Businesses pursuant to this Agreement.

3.3 The business agrees to not request or allow another person to create an Account on your behalf, for your use, or for your benefit.

3.4 Each person who uses the site must register for their own account, when you register for an account, you will be asked to choose a username and password. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username and password with any person, You authorize Invigorate to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the terms of use.

4. INTRODUCTIONS

4.1 Invigorate shall endeavour to Introduce Experts to the Business on the terms of this Agreement, but shall have no obligation to do so.

4.2 If during the Term, a Business agrees to services provided by an Expert, Invigorate and the Business shall enter into an Expert Services Agreement. The Expert Services Agreement shall:
(a) govern the terms of the provision of the Services by the Expert to the Business;
(b) specify the fees payable and the invoicing and payment process; and
(c) set out the respective roles and responsibilities of Invigorate, the Expert and the Business.

4.3 The Business hereby authorises Invigorate to include the Businesses details on Invigorate’s online platform, and share any relevant details with its Experts.

4.4 Except to the extent expressly set out in an Expert Services Agreement, Invigorate shall:
(a) have no authority to bind the Business; and
(b) not, without the Businesses prior written consent, make or give any representations, warranties or other promises concerning the Business which are not contained in the Businesses marketing material.

5. COMMISSION UNDER EXPERT SERVICES AGREEMENTS

5.1 Where an Expert Services Agreement has been entered into between the Expert and a Business, the Expert shall be responsible for the payment to Invigorate of the commission and any other sums in respect of the Services in accordance with the commission set out in the Expert Services Agreement.

5.2 If the Business offers an Expert a full-time or part-time employment or a non- executive board member position, then the Business is responsible for notifying Invigorate and for the payment of a commission to Invigorate equal to 15% of the agreed first year’s gross salary or remuneration payable to the Expert for fulfilling the relevant role.

6. OPTING OUT

After using an Expert, a Business may opt out of the obligations set out in this Agreement with respect to each Expert engagement only if the Business pays Invigorate an Opt Out Fee. The Opt Out Fee is equivalent to 15% of the Expert’s estimated earnings over a twelve month period, calculated by taking the Expert’s ‘hourly’ rate and multiplying it by 2000.

6. CONSEQUENCES OF FAILING TO ENTER INTO AN EXPERT SERVICES AGREEMENT

6.1 If, Invigorate Introduces a Business to an Expert and no Expert Services Agreement is entered but the Expert provides Services to the Business under a Relevant Contract, the Expert shall be liable to pay the Commission to Invigorate based on
the value of the engagement.

6.2 The Expert shall make payment to Invigorate pursuant to clause 6.1 within [30] days of the end of each calendar month during which the Expert provides any Services under the Relevant Contract, subject to receipt of a valid invoice from Invigorate once the amount of Commission has been calculated.

6.3 The Expert undertakes to give to Invigorate written notice of any Relevant Contract within five (5) Business Days of the earlier of:
(a) the date upon which such Relevant Contract is agreed; and
(b) the date upon which the Expert (or any of the Expert’s connected persons) commences work under or pursuant to such Relevant Contract.]

7. OBLIGATIONS OF THE BUSINESS

7.1 The Business must at all times act in good faith towards Invigorate.

7.2 Without prejudice to the generality of clause 7.1the Business shall:
(a) obtain and at all times, maintain during the term of this agreement, all necessary licences, consents and permissions (statutory, regulatory, contractual or otherwise) that it may require and which are necessary to enable it to comply with its obligations in this Agreement and any Expert Services Agreement;
(b) inform Invigorate immediately if the Business suspends or ceases operations; and
(c) co-operate with Invigorate in all matters relating to the Services, and comply with all instructions of Invigorate notified to it from time to time.

7.3 The Business shall provide Invigorate at all times with the information Invigorate reasonably requires to perform its duties.

7.4 The Business shall be under no obligation to:
(a) follow up any Introduction made by Invigorate; or
(b) enter into any Expert Services Agreement or Relevant Contract.

8. NON-COMPETITION RESTRICTIONS

8.1 During the Term and for a period of 6 months after termination of this Agreement (up to a maximum total period of 5 years), the Business shall not:
(a) carry on or be engaged, concerned or interested in, or in any way assist, any business in relation to an Expert which is or would be in competition with Invigorate; or
(b) induce or attempt to induce an Expert to cease or refrain from conducting business with, or to reduce the amount of business conducted with or to vary adversely the terms upon which it conducts business with Invigorate, or do any other thing which is reasonably likely to have such an effect, in each case to the maximum extent permitted by applicable laws.

8.2 Clause 8.1 shall apply to actions carried out by the Business (or any of the Businesses connected persons) in any capacity (including as shareholder, partner, director, principal, consultant, officer, agent or otherwise) and whether directly or
indirectly, on its own behalf or on behalf of, or jointly with, any other person.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Invigorate, Invigorate’s Businesses and Invigorate’s Experts, except as permitted by clause 9.2.

9.2 Each party may disclose Invigorate’s, Invigorate’s Businesses and Invigorate’s Expert’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information (Representatives) for the purposes of carrying out the party’s obligations under this Agreement. Each party shall procure that its Representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party shall use Invigorate’s, Invigorate’s Businesses and Invigorate’s Expert’s  confidential information for any purpose other than to perform its obligations under this Agreement.

10. COMPLIANCE

Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

11. DATA PROTECTION
11.1 The Business consents to Invigorate advertising the Businesses name, and other details (to be agreed between Invigorate and the Business from time to time) on Invigorate’s online platform.

11.2 Each party shall comply with all applicable obligations imposed on a controller under the UK Data Protection Legislation. In particular, each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to its Representatives for the purposes of this Agreement;
(b) process the Shared Personal Data only for the purposes of this Agreement;
(c) not disclose or allow access to the Shared Personal Data to anyone other than its own Representatives;
(d) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of any of the Shared Personal Data and against accidental loss or destruction of, or damage to, any of the Shared Personal Data;
(e) not transfer any of the Shared Personal Data received from the other party outside the EEA unless the transferor:
(A) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(B) ensures that (i) the transfer is only to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

11.3 Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation in relation to the Shared Personal Data. In particular, each party shall:
(a) assist the other party, at the cost of the other party, in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
(b) notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
(c) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and
(d) maintain complete and accurate records and information to demonstrate its compliance with this clause 11.3 and allow for reasonable audits by the other party or the other party’s designated auditor where reasonably required.

12. LIMITATION OF LIABILITY

12.1 Subject to clause 12.4, Invigorate’s total aggregate liability to the Business in respect of all claims however caused, arising in any calendar year, out of or in connection with this Agreement, shall be limited to a sum equal to 100% of membership fees paid to Invigorate in such calendar year.

12.2 Subject to clause 12.4, Invigorate shall not be liable for any:
(a) direct or indirect loss of or damage to: (i) profit, (ii) revenue, (iii) contracts or (iv) opportunities; or
(b) indirect or consequential loss or damage, in each case however caused.

12.3 The Business shall indemnify Invigorate against all claims and proceedings and all liability, loss (including indirect and consequential loss), costs and expenses (including legal expenses on a full indemnity basis) incurred by the other as a result
of any claim made or brought by a Expert in relation to or in connection with the provision of Services by the Expert.

12.4 Nothing in this Agreement shall limit or exclude the liability of either party for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful to exclude or restrict liability.

12.5 The term “however caused” when used or referred to in this clause 12 shall cover all causes and actions giving rise to liability of the Business arising out of or in connection with this Agreement or the Services: (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; (iii) whether caused by any total or partial failure or delay in supply of the Services; and (iv) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.

13. TERMINATION

13.1 Either party may terminate this Agreement, at any time, by either giving written notice to the other party or you can cancel membership on the Site. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed.

13.2 Invigorate is not a party to any Relevant Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Relevant Contract entered into between Users.

13.3 Businesses shall be obliged to pay any amounts accrued but unpaid as of the date of termination.

13.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(e) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(f) the other party (being an individual) is the subject of a bankruptcy petition or order; or
(g) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

14. CONSEQUENCES OF TERMINATION

14.1 On termination of this Agreement, the following clauses shall continue in force: clause 1, clause 6, clause 8, clause 9 and clauses 14 to 24 (inclusive). In particular, it is acknowledged that the Expert shall remain liable to pay the Commission to
Invigorate both:
(a) pursuant to any Expert Services Agreement; and/or
(b) in respect of any Relevant Contract.

14.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

15. NO EMPLOYMENT RELATIONSHIP, SUB-CONTRACTING, PARTNERSHIP OR AGENCY

15.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any employment relationship, sub contracting arrangement, partnership or joint venture or agency between Invigorate and the Business, or authorise any party to make or enter into any commitments for or on behalf of the other. It is further acknowledged and agreed that Invigorate is not an employment intermediary for the purposes of applicable laws and Invigorate only introduces Businesses to Experts to be engaged directly to provide Services.

15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16. ENTIRE AGREEMENT

16.1 This Agreement together with the documents referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this
Agreement.

16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

16.4 Nothing in this clause shall limit or exclude any liability for fraud.

17. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. ASSIGNMENT AND OTHER DEALINGS

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

19. NO AUTOMATIC WAIVER
19.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. SEVERANCE
20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

20.2 If one party gives notice to the other of the possibility that any provision or part- provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal,
valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. NOTICES

21.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.

21.2 A notice or other communication shall be deemed to have been received:
(a) if delivered personally, when left at the address referred to in clause 21.1;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;
(d) or, if sent by email, one Business Day after transmission.

21.3 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.

22. THIRD PARTY RIGHTS

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

23. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

24. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual
disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.

Expert General Engagement Agreement

This “Expert General Engagement Agreement” (“Agreement”) is between you (“Expert” “you”) and Invigorate Platform (“Invigorate”) as described below in Section 1 (Parties). This Agreement forms the basis of Invigorate’s relationship with Experts who wish to be appointed to Invigorate’s panel of experts, who wish to be listed on Invigorate’s platform to be available to be matched with Invigorate’s “Business Users” and who wish to provide their services to Invigorate’s “Business Users”. Invigorate appoints the Expert subject to and in accordance with the terms of this Agreement.

You will be provided advance notice of any material change to this Agreement and your continued participation on the platform after the last modified date will signify your acceptance of this Agreement (as amended from time to time).

Part A: Commercial Terms

1. Parties

This Agreement is between you (“Expert”) as confirmed upon sign-up to the platform and Invigorate Platform Ltd (“Invigorate”), a company incorporated and registered in England and Wales with company number 12029947 and with its registered office at 20-22 Wenlock Road, London, England, N1 7GU.

2. Basis of Agreement

A. As from the Commencement Date (see below), the Expert and Invigorate agree to be bound by the terms of this Agreement (as defined below).

B. This agreement comprises of the Commercial Terms in Part A and the General Terms in Part B, together with the Schedules and other documents referred to in it (the Agreement).

C. The terms of this Agreement and any Expert Services Agreement (defined below) apply to the exclusion of all other terms, conditions, warranties or representations including any terms or conditions specified or referred to in any quotation or acknowledgement issued by the Expert.

D. If there is any conflict, inconsistency or ambiguity between any provision in these Commercial Terms, the General Terms or any Schedule the following order of precedence shall apply (highest level of precedence first, lowest last): (i) the
Commercial Terms; (ii) the General Terms; and (iii) any Schedule.

E. By joining the platform, an Expert agrees and confirms acceptance of the terms as per the application process.

3. Agreed Terms

Commencement Date – The time at which the Expert signs up to the Invigorate platform

Term – This Agreement shall commence on the Commencement Date and continue unless
and until terminated by either party in accordance with clause 13 in Part B below.

Scope of Services – The Expert is willing / able to provide services detailed in the engagement scope agreed between the Expert and a Prospective Client.

Invigorate’s Commission – Commission shall be payable to Invigorate by the Expert and calculated at the rate of 15% of any fees payable or paid by any Prospective Client (or any of the Prospective Client’s connected persons) to the Expert (or any of the Expert’s connected persons) to whom Invigorate has Introduced the Expert, or at such other rate as may be agreed in any Expert Services Agreement (as defined in clause 1.1 of Part B below), excluding any VAT and out of pocket expenses incurred by the Expert in providing such services.

4. Relationship with Invigorate

Experts acknowledge, agree, and understand that:
(i) Experts are solely responsible for determining, and have the sole right to determine, which Engagements to accept; the time, place, manner, and means of providing any Expert Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set.
(ii) Experts are not employees of Invigorate, and are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance);
(iii) Invigorate will not have any liability or obligations, including under or related to Expert Service Agreements and/or Services for any acts or omissions of Experts or Business Users;
(iv) Invigorate does not, in any way, supervise, direct, or control any Expert or Services; does not impose quality standards or a deadline for completion of any Services; and does not dictate the performance, methods or process Expert uses to perform Services;
(v) Experts are free to determine when and if to perform Services, including the days worked and time periods of work, and Invigorate does not set or have any control over Expert’s pricing, work hours, work schedules, or work location, nor is Invigorate involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Expert for providing the Services;
(vi) Experts will be paid at such times and in such amounts as agreed with a Business in the Expert Services Agreement, and Invigorate does not, in any way, provide or guarantee Expert a regular salary or any minimum, regular payment;
(vii) Invigorate does not provide training or any equipment, labour, tools, or materials related to any Expert Services Agreement;
(viii) Invigorate does not provide the premises at which Experts will perform the work. Experts are free to use subcontractors or employees to perform Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Expert’s subcontractor(s) or employee(s); and
(ix) Invigorate does not provide shipping services for any physical work product. If an Expert uses subcontractors or employees, Expert further agrees and acknowledges that this section applies to Invigorate’s relationship, if any, with Expert’s subcontractors and employees as well and Expert is solely responsible for Expert’s subcontractors and employees.

Part B – General Terms

1. INTERPRETATION

1.1 In addition to the terms defined in the Commercial Terms, the following terms have the following meanings when used in this Agreement:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the UK Data Protection Legislation in force at the time.
Expert: means a person with specialised skills, expertise and experience in a particular field. Also referred to as an advisor or specialist.
Expert Services Agreement: means an agreement entered into between the Expert, a Prospective Client and Invigorate in relation to the provision of Services detailed in the engagement scope agreed between the Expert and a Prospective Client.
Introduction: the provision to the Expert of the contact details of a Prospective Client, the display of the Expert’s profile to a Prospective Client on the platform and the Expert and Prospective Client attending the same Invigorate arranged event
and Introduce, Introduces, and Introduced shall be interpreted accordingly.
Introduction Date: the latter date of that when a Prospective Client and the Expert signs up to the Invigorate Platform.
Prospective Client: a person to whom the Expert has not provided the Services through the Invigorate platform.
Relevant Contract: any contract (whether or not in writing) other than an Expert Services Agreement governing the supply of services between the Expert (or any of the Expert’s connected persons) and a Prospective Client (or any of the
Prospective Client’s connected persons) who was Introduced by Invigorate, other than an Expert Services Agreement.
Services: the services within the “Scope of Services” described in the Commercial Terms provided by the Expert together with any other services from time to time offered by the Expert and which the parties agree shall be included within the
“Scope of Services” for the purposes of this Agreement.
Shared Personal Data: the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to the names, addresses, email addresses and telephone numbers of each party and of any Prospective
Clients;
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and
Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 References to statutes or statutory provisions shall be construed to include references to:
(a) those statutes or provisions as amended or re-enacted from time to time, or as their application is modified by other provisions (whether before or after the date of this Agreement);
(b) any statute or provision of which they themselves are re-enactments; and
(c) any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision.

1.3 A reference to a party shall include that party’s successors in title and permitted assigns.

1.4 Unless expressly stated to the contrary, in this Agreement:
(a) words denoting the singular include the plural and vice versa, words denoting any one gender include all genders, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
(b) a reference to a clause, paragraph or Schedule is a reference to a clause or paragraph of, or a Schedule to, this Agreement;
(c) the Schedules form part of this Agreement and shall be construed and have the same full force and effect as if expressly set out in the main body of this Agreement;
(d) the headings in this Agreement are for ease of reference only and shall not in any way affect its construction or interpretation;
(e) 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;
(f) where the context permits, “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them; and
(g) “in writing” or “written” includes email.

1.5 In this Agreement, the question of whether persons are connected persons shall be determined in accordance with section 1122 of the Corporation Tax Act 2010.

2. COMMENCEMENT AND DURATION

This Agreement shall be legally binding on the date that the Expert signs up to the Invigorate platform and the Expert’s appointment shall commence on the Commencement Date. This Agreement shall continue unless and until it is
terminated by either party in accordance with clause 13.

3. APPOINTMENT OF EXPERT

3.1 Invigorate appoints the Expert to make the Services available from time to time to Invigorate and the Prospective Clients, subject to and in accordance with the terms of this Agreement, and the Expert accepts such appointment on that basis.

3.2 The parties acknowledge that this is a non-exclusive appointment and Invigorate is entitled to appoint other experts and providers to provide services of the same or a similar nature to those made available pursuant to this Agreement.

4. INTRODUCTIONS

4.1 Invigorate shall endeavour to Introduce Prospective Clients to the Expert on the terms of this Agreement, but shall have no obligation to do so.

4.2 If during the Term, a Prospective Client agrees to services provided by the Expert, Invigorate and the Expert shall enter into an Expert Services Agreement. The Expert Services Agreement shall:
(a) govern the terms of the provision of the Services by the Expert to the Prospective Client;
(b) specify the fees payable and the invoicing and payment process; and
(c) set out the respective roles and responsibilities of Invigorate, the Expert and Prospective Client.

4.3 The Expert hereby authorises Invigorate to market the Expert’s Services by including the Expert’s details and experience on Invigorate’s online platform, sharing the Expert’s credentials with Prospective Clients (whether verbally, in writing or by any other means) and generally promoting the Expert’s expertise.

4.4 Except to the extent expressly set out in an Expert Services Agreement, Invigorate shall:
(a) have no authority to bind the Expert; and
(b) not, without the Expert’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in the Expert’s marketing material.

5. COMMISSION UNDER EXPERT SERVICES AGREEMENTS

5.1 Where an Expert Services Agreement has been entered into between the Expert and a Prospective Client, the Expert shall be responsible for the payment to Invigorate of the commission and any other sums in respect of the Services in
accordance with the commission set out in the Expert Services Agreement.

5.2 If the Expert accepts an offer of full-time or part-time employment or a non- executive board member position from a Prospective Client, then the Prospective Client is responsible for notifying Invigorate and for the payment of a commission to Invigorate equal to 15% of the agreed first year’s gross salary or remuneration payable to the Expert for fulfilling the relevant role.

6. CONSEQUENCES OF FAILING TO ENTER INTO AN EXPERT SERVICES AGREEMENT

6.1 If Invigorate Introduces a Prospective Client to an Expert and no Expert Services Agreement is entered but the Expert provides Services to a Prospective Client under a Relevant Contract, the Expert shall be liable to pay the Commission to
Invigorate based on the value of the engagement.

6.2 The Expert shall make payment to Invigorate pursuant to clause 6.1 within [30] days of the end of each calendar month during which the Expert provides any Services under the Relevant Contract, subject to receipt of a valid invoice from Invigorate once the amount of Commission has been calculated.

6.3 The Expert undertakes to give to Invigorate written notice of any Relevant Contract within five (5) Business Days of the earlier of:
(a) the date upon which such Relevant Contract is agreed; and
(b) the date upon which the Expert (or any of the Expert’s connected persons) commences work under or pursuant to such Relevant Contract.]

7. OBLIGATIONS OF THE EXPERT

7.1 The Expert must at all times act in good faith towards Invigorate.

7.2 The Expert shall supply the Services to Invigorate and the Prospective Client in accordance with this Agreement and any Expert Services Agreement that is entered into.

7.3 Without prejudice to the generality of clauses 7.1 and 7.2, the Expert shall:
(a) perform the Services in accordance with the Expert’s Standard Terms (if any);
(b) obtain and at all times, maintain during the term of this agreement, all necessary licences, consents and permissions (statutory, regulatory, contractual or otherwise) that it may require and which are necessary to enable it to comply with its obligations in this Agreement and any Expert Services Agreement and comply with all applicable laws in relation to the
Services;
(c) inform Invigorate immediately if the Expert suspends or ceases to perform the Services;
(d) unless a higher standard is set out in the Expert’s Standard Terms, ensure the Services are provided at all times:
(i) in accordance with any applicable regulations or rules from any governing body or regulator that the Expert is subject to or that apply to the provision of any Services and all applicable laws, statutes, regulations and codes from time to time in force and any policies notified by Invigorate or the Expert from time to time;
(ii) with the highest level of care, skill and diligence in accordance with best practice in the Expert’s industry or trade; and
(iii) by personnel who are suitably skilled and experienced to perform the tasks assigned to them, and in sufficient number to ensure that the Expert’s obligations are fulfilled; and
(e) co-operate with Invigorate in all matters relating to the Services, and comply with all instructions of Invigorate notified to it from time to time.

7.4 The Expert shall provide Invigorate at all times with the information Invigorate reasonably requires to perform its duties, including marketing information for and details of the Services, and information about the Expert.

7.5 The Expert shall inform Invigorate immediately if the Expert suspends or ceases to perform the Services.

7.6 The Expert shall be under no obligation to:
(a) follow up any Introduction made by Invigorate; or
(b) enter into any Expert Services Agreement or Relevant Contract.

8. NON-COMPETITION RESTRICTIONS

8.1 During the Term and for a period of 6 months after termination of this Agreement (up to a maximum total period of 5 years), the Expert shall not:
(a) carry on or be engaged, concerned or interested in, or in any way assist, any business in relation to a Prospective Client which is or would be in competition with Invigorate; or
(b) induce or attempt to induce a Prospective Client to cease or refrain from conducting business with, or to reduce the amount of business conducted with or to vary adversely the terms upon which it conducts business with Invigorate, or do any other thing which is reasonably likely to have such an effect, in each case to the maximum extent permitted by applicable laws.

8.2 Clause 8.1 shall apply to actions carried out by the Expert (or any of the Expert’s connected persons) in any capacity (including as shareholder, partner, director, principal, consultant, officer, agent or otherwise) and whether directly or indirectly, on its own behalf or on behalf of, or jointly with, any other person.

9. CONFIDENTIALITY

9.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Invigorate, Invigorate’s Businesses and Invigorate’s Experts, except as permitted by clause 9.2.

9.2 Each party may disclose Invigorate’s, Invigorate’s Businesses and Invigorate’s Expert’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information (Representatives) for the purposes of carrying out the party’s obligations under this Agreement. Each party shall procure that its Representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 No party shall use Invigorate’s, Invigorate’s Businesses and Invigorate’s Expert’s  confidential information for any purpose other than to perform its obligations under this Agreement.

10. COMPLIANCE

Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

11. DATA PROTECTION

11.1 The Expert consents to Invigorate advertising the Expert’s name, professional background and other details (to be agreed between Invigorate and the Expert from time to time) on Invigorate’s online platform, for the purpose of advertising the Expert’s services to Prospective Clients.

11.2 Each party shall comply with all the applicable obligations imposed on a controller under the UK Data Protection Legislation. In particular, each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to its Representatives for the purposes of this Agreement;
(b) process the Shared Personal Data only for the purposes of this Agreement;
(c) not disclose or allow access to the Shared Personal Data to anyone other than its own Representatives;
(d) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of any of the Shared Personal Data and against accidental loss or destruction of, or damage to, any of the Shared Personal Data;
(e) not transfer any of the Shared Personal Data received from the other party outside the EEA unless the transferor:
(A) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(B) ensures that (i) the transfer is only to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

11.3 Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation in relation to the Shared Personal Data. In particular, each party shall:
(a) assist the other party, at the cost of the other party, in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
(b) notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
(c) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and
(d) maintain complete and accurate records and information to demonstrate its compliance with this clause 11.3 and allow for reasonable audits by the other party or the other party’s designated auditor where reasonably required.

12. LIMITATION OF LIABILITY

12.1 Subject to clause 12.4, Invigorate’s total aggregate liability to the Expert in respect of all claims however caused, arising in any calendar year, out of or in connection with this Agreement, shall be limited to a sum equal to 100% of all Commissions paid to Invigorate in such calendar year.

12.2 Subject to clause 12.4, Invigorate shall not be liable for any:
(a) direct or indirect loss of or damage to: (i) profit, (ii) revenue, (iii) contracts or (iv) opportunities; or
(b) indirect or consequential loss or damage, in each case however caused.

12.3 The Expert shall indemnify Invigorate against all claims and proceedings and all liability, loss (including indirect and consequential loss), costs and expenses (including legal expenses on a full indemnity basis) incurred by the other as a result
of any claim made or brought by a Prospective Client in relation to or in connection with the provision of Services by the Expert.

12.4 Nothing in this Agreement shall limit or exclude the liability of either party for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful to exclude or restrict liability.

12.5 The term “however caused” when used or referred to in this clause 12 shall cover all causes and actions giving rise to liability of the Expert arising out of or in connection with this Agreement or the Services: (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, other tort, breach of statutory duty, repudiation, renunciation or other breach of contract, restitution or otherwise; (ii) whether arising under any indemnity; (iii) whether caused by any total or partial failure or delay in supply of the Services; and (iv) whether deliberate (but not in bad faith) or otherwise, however fundamental the result.

13. TERMINATION

13.1 Either party may terminate this Agreement at any time by giving written notice to the other party. Invigorate will remove the Expert’s profile from the platform within 10 days of the effective date of termination.

13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
(e) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(f) the other party (being an individual) is the subject of a bankruptcy petition or order; or
(g) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

14. CONSEQUENCES OF TERMINATION

14.1 On termination of this Agreement, the following clauses shall continue in force: clause 1, clause 6, clause 8, clause 9 and clauses 14 to 25 (inclusive). In particular, it is acknowledged that the Expert shall remain liable to pay the Commission to
Invigorate both:
(a) pursuant to any Expert Services Agreement; and/or
(b) in respect of any Relevant Contract.

14.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

15. NO EMPLOYMENT RELATIONSHIP, SUB-CONTRACTING, PARTNERSHIP OR AGENCY

15.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any employment relationship, sub-contracting arrangement, partnership or joint venture or agency between Invigorate and the Expert, or authorise any party to make or enter into any commitments for or on behalf of the other. It is further agreed that Invigorate is not an employment intermediary for the purposes of applicable laws and Invigorate only introduces Experts to Prospective Clients to be engaged directly to provide Services.

15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16. TAXES & BENEFITS

16.1 The Expert acknowledges and agrees that the Expert is solely responsible (a) for all tax liability associated with payments received from Expert’s Clients and through Invigorate and Invigorate will not withhold any taxes from payments to Experts; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Expert is not covered by or eligible for any insurance from Invigorate; (c) for determining whether Expert is required by applicable law to issue any particular invoices for the Expert Fees and for issuing any invoices required; (d) for determining whether Expert is required by applicable law to remit to appropriate authorities any VAT or any other taxes or similar charges. In the case of an audit, Expert agrees to promptly cooperate with Invigorate and provide copies of Expert’s tax returns and other documents as may be reasonably required for such audit purposes.

17. ENTIRE AGREEMENT

17.1 This Agreement together with the documents referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this
Agreement.

17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

17.4 Nothing in this clause shall limit or exclude any liability for fraud.

18. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. ASSIGNMENT AND OTHER DEALINGS

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

20. NO AUTOMATIC WAIVER

20.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

20.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. SEVERANCE

21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

21.2 If one party gives notice to the other of the possibility that any provision or part- provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. NOTICES

22.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.

22.2 A notice or other communication shall be deemed to have been received:
(a) if delivered personally, when left at the address referred to in clause 22.1;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;
(d) or, if sent by email, one Business Day after transmission.

22.3 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.

23. THIRD PARTY RIGHTS

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

24. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

25. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual
disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.

Introduction
These terms and conditions apply between you, the User of this Website (including any sub-domains, unless expressly excluded by their own terms and conditions), and Invigorate Platform Ltd., the owner and operator of this Website. Please read these terms and conditions carefully, as they affect your legal rights. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.
In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Invigorate Platform Ltd. and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Invigorate Platform Ltd. and accessing the Website in connection with the provision of such services. You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

​Intellectual property and acceptable use

1. All Content included on the Website, unless uploaded by Users, is the property of Invigorate Platform Ltd., our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission
2. You may, for your own personal, non-commercial use only, do the following:
a. retrieve, display and view the Content on a computer screen
3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Invigorate Platform Ltd.

Prohibited use
4. You may not use the Website for any of the following purposes:
a. in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
b. in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
c. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.

​Registration
5. You must ensure that the details provided by you on registration or at any time are correct and complete.
6. You must inform us immediately of any changes to the information that you provide when registering by updating your personal details to ensure we can communicate with you effectively.
7. We may suspend or cancel your registration with immediate effect for any reasonable purposes or if you breach these terms and conditions.
8. You may cancel your registration at any time by informing us in writing to the address at the end of these terms and conditions. If you do so, you must immediately stop using the Website. Cancellation or suspension of your registration does not affect any statutory rights.

​Links to other websites
9. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Invigorate Platform Ltd. or that of our affiliates.
10. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
11. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

Privacy Policy
12. Use of the Website is also governed by our Privacy Policy, which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the following: https://www.invigorateplatform.com/privacy-policy.

​Availability of the Website and disclaimers
13. Any online facilities, tools, services or information that Invigorate Platform Ltd. makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Invigorate Platform Ltd. is under no obligation to update information on the Website.
14. Whilst Invigorate Platform Ltd. uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
15. Invigorate Platform Ltd. accepts no liability for any disruption or non-availability of the Website.
16. Invigorate Platform Ltd. reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

​Limitation of liability
17. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
18. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
19. To the maximum extent permitted by law, Invigorate Platform Ltd. accepts no liability for any of the following:
a. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
b. loss or corruption of any data, database or software;
c. any special, indirect or consequential loss or damage.

​General
20. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
21. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
22. These terms and conditions together with the Privacy Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
23. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
24. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
25. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
26. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Invigorate Platform Ltd. details
27. Invigorate Platform Ltd. is a company incorporated in England and Wales with registered number 12029947 whose registered address is 20-22 Wenlock Road, London, N1 7GU and it operates the Website www.invigorateplatform.com. You can contact Invigorate Platform Ltd. by email on [email protected]