Platform 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 GB474901867. 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 19.

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.

These terms and conditions (“Terms”) apply to the use of the Platform by you (“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. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract.

These Terms and the Contract are made only in the English language. You should save a copy of these Terms for future reference.

Any person using the Platform to provide mentoring services shall be a “Mentor”. As part of using the Platform, you may from time to time upload information to the Platform or otherwise provide us or other users with information relating to you (“User Information”).

We take steps to verify mentors in our network, but we cannot guarantee the accuracy, timeliness, completeness, performance or fitness for any particular purpose of mentor information available through the Platform. We cannot accept responsibility for errors, omissions or inaccurate material, and make no warranty that the Platform will be uninterrupted or error-free, or that any defects will be corrected.

Whilst we take steps to prevent misuse of our systems, we cannot warrant that the Platform will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. We recommend that you always use up-to-date firewalls and anti-virus software to protect your equipment and data.

Any descriptions or illustrations on the Website are published for the sole purpose of giving an approximate idea of the services described. They will not form part of the Contract or have any contractual force.

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 seek genuine mentoring support where you have appropriate authority.

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

• Use the Platform for the purpose of identifying and engaging with Mentors outside of the Platform
• Publish, post, upload, distribute or disseminate any inappropriate, defamatory, abusive, infringing, obscene, discriminatory or otherwise unlawful material
• Post any material that infringes any patent, trademark, copyright, trade secret or other proprietary right of any person
• Post any corrupted files or files that contain viruses or any other code that may damage the operation of a computer or other electronic device
• Impersonate another person or entity, or falsify or delete any legal or proper notices
• Cause the Platform to be interrupted, damaged, rendered less efficient or impaired
• Restrict or inhibit any other user from using and enjoying the Platform
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others

It is your responsibility to ensure that:

• You cooperate with us in all matters relating to the Platform
• You provide us with such information and materials as we may reasonably require, and ensure that such information is complete and accurate in all material respects
• You comply with all applicable laws

If our ability to operate the Platform is prevented or delayed by any failure by you to fulfil your obligations (“Your Default”), we will be entitled to suspend your access to the Platform until you remedy the default, and we will not be responsible for any costs or losses you sustain arising from that suspension.

You are solely responsible for the content, accuracy and completeness of User Information, and agree only to provide true, accurate, current and complete information.

We may edit, modify or remove any parts of User Information which we consider is in breach of these Terms, and may suspend or terminate your access to the Platform without notice.

By providing User 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 alone or as part of other works in any form, media or technology, and to sub-licence such rights. This includes the right to exploit any proprietary rights in such materials under copyright, trademark or patent laws under any relevant jurisdiction. You also waive any moral rights you have in the materials.

You consent to information about the device you use to access the Platform being collected and processed for fraud prevention purposes. We may use third parties to help us prevent fraud or unauthorised access.

You agree not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for your User Information) from the Platform without our prior written permission.

Should you have a dispute with a Mentor, you must first address such dispute directly to the Mentor concerned. You agree to notify us of the details of the dispute as soon as reasonably practicable.

We may investigate any grievances held by you or by Mentors and may discuss any such investigation with all involved parties. Likely outcomes of an investigation include:

• Both parties being allowed to continue using the Platform
• Access to the Platform being suspended for a period
• Access to the Platform being terminated and banned for a definite or indefinite period

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

In consideration of us providing the Platform and mentoring services, you must pay the applicable fees as displayed on the Platform at the time of booking.

Prices are shown inclusive of VAT where applicable. EB Unlocked Limited charges output VAT at the applicable rate on paid sessions. VAT invoices are issued by EB Unlocked Limited.

Payment is processed securely through Stripe. You can pay using a debit card or credit card. Your card details are handled entirely by Stripe and are never stored on our servers.

Fees shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

You acknowledge and agree that all intellectual property rights in or arising out of or in connection with the Platform (“Rights”), other than intellectual property rights in any materials provided by you, will be owned by us. Nothing in this Contract shall be taken to transfer any of the Rights to you.

Solely for the purposes of receiving access to the Platform, we grant to you for the period during which you access the Platform a non-exclusive, non-transferable licence to use the Rights.

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

• Provide the Platform and mentoring services
• Process your payments
• Inform you about similar products or services that we provide — 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 under this Contract shall be to discontinue use of the Platform.

Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• 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 to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• Loss of profits
• Loss of sales or business
• Loss of agreements or contracts
• Loss of anticipated savings
• Loss of use or corruption of software, data or information
• Loss of or damage to goodwill
• Any indirect or consequential loss

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

Unless you notify us that you intend to make a claim in respect of an event within 3 months from the date on which you became, or ought reasonably to have become, aware of the event having occurred, we shall have no liability for that event. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

We reserve the right at all times to edit, refuse to post, or to remove from the Platform any information or materials which we consider breaches or is likely to breach this Contract, or which is or may be otherwise illegal or objectionable.

We reserve the right to terminate or restrict your access to the Platform at any time in the event of a material breach of this Contract.

We may vary the terms of this Contract from time to time and shall post the revised terms on the Website. Revisions become effective four business days after posting. Your continued use of the Platform after that date constitutes acceptance of the amended terms.

We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except:

• To employees, officers, representatives, subcontractors or advisers who need to know such information
• As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority

Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

Without limiting any of our other rights, we may terminate or suspend your access to the Platform, or terminate the Contract with immediate effect by giving written notice to you if:

• You commit a material breach of any term of the Contract
• You fail to pay any amount due under the Contract on the due date
• You take any step in connection with entering administration, provisional liquidation, composition or arrangement with creditors, or being wound up
• You cease or threaten to cease carrying on all or a substantial part of your business

Termination of the Contract will not affect rights and remedies that have accrued prior to termination. Any provision intended to survive termination will remain in full force and effect.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event 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 of the event.

Any notice or other communication given under or in connection with the Contract must be in writing (including email) and be sent to the specified email address.

A notice or other communication is deemed to have been received at 9.00 am on the next working day after transmission.

Assignment. We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or obligations with our prior written agreement.

Variation. Any variation of the Contract only has effect if it is in writing and agreed by both parties.

Waiver. If we do not insist that you perform any obligation, or if we delay enforcing our rights, that will not mean that we have waived our rights against you.

Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

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

Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes to the exclusive jurisdiction of the English courts.