TERMS OF SERVICE

These Terms of Service (aka “Terms” or “Customer Terms”) govern your use of the Services and Platform operated by TFA GLOBAL LTD (“TFA”, “we”, “us”, or “our”).

BY REGISTERING ON, ACCESSING, OR USING THE PLATFORM OR SERVICES YOU AGREE TO THESE TERMS.

These Terms regulate your use of the Platform and/or Services, the listing of your business and content, Introductions to and Engagements with Providers, payment administration and, where applicable, fees payable to TFA.

KEY DETAILS

AGREEMENT
Agreement ref	V1.2
You are	The business using the TFA Platform/Services (‘Business, ‘you’, ‘your’).
We are	TFA GLOBAL LTD, a limited company incorporated in England & Wales with company number 16963240, whose registered office is at 71-75 Shelton Street Shelton Street, London, England, WC2H 9JQ (‘TFA’, ‘we’, ‘our’, ‘us’) | Email: hello@thefractionalagency.com | VAT reg: 517524788
Agreement Duration	Ongoing from acceptance until terminated in accordance with the Terms.
Notice	Either party may terminate the Agreement with no fewer than 30 days’ written notice, subject to any minimum term.
Minimum term	N/A

SERVICES
Services	Access to and use of the TFA Services and Platform, including: • listing of your profile and services • Introductions to potential Providers • tools supporting communication and Engagement administration • payment administration and invoice factoring services • marketing exposure through the Platform • Additional Services agreed from time to time
Additional Services	We may offer the following Additional Services from time to time: Training: specific Services agreed for training Consulting: Consulting offered directly by a TFA partner or advisor including but not limited to leadership assessments, technology reviews, integration planning assessments, finance reviews and training. Sourcing: sourcing specific talent not yet listed on the platform for a fixed fee or percentage of remuneration
Commission	Commission for Engagements: The fees payable by you for Provider Services under an Engagement (Engagement Rate) shall be the rates agreed in the applicable Engagement documentation. Unless otherwise agreed, TFA’s standard Commission for Engagements is 25%, calculated as a premium added to the Provider’s rate. For example: Provider rate: £1000; Engagement Rate payable by you: £1250; Commission: £250. The Engagement Rate is the rate included in the relevant Engagement contract or agreed scope of services. Where additional fees are agreed, including performance payment or other incentive payments, the standard additional Commission shall be 25% of those additional fees unless otherwise agreed. Unless otherwise agreed and subject to clause 3.3 (Payment Collection and Commission), TFA may collect the Engagement Rate from you, retain any Commission or applicable fees due to TFA and remit the balance to the Provider. If a reduction to the Engagement Rate is agreed between you and the Provider, the Provider’s underlying rate and TFA’s Commission may be adjusted proportionately unless otherwise agreed. Payment. Payments shall be made in accordance with clause 3.3 (Payment Collection and Commission) of these Terms unless otherwise agreed in writing. VAT and Taxes. All rates, fees, Commission and other sums referred to in these Terms are exclusive of VAT and any other applicable taxes which shall be payable in addition where applicable.
Charges (Additional Services)	Charges: Beyond Commission, no Charges shall be due for Services unless expressly agreed for specific Engagements, or specific services. Payment: payments of fees for specific Services are due as specified during sign up or subject to terms agreed in writing. VAT/taxes: prices quoted are exclusive of VAT or applicable taxes which shall be added if applicable.
Refunds	Charges (if applicable) are non-refundable except where required by law.
Privacy	We respect your personal information and process it as per our Privacy Notice here: www.thefractionalagency.com/privacy

1.2. Definitions Agreed: means agreed in writing or via the Platform. Agreement: your agreement with us for use of the Platform/Services by you, consisting of these Terms, including any Addendum, and any Additional Terms expressly agreed and incorporated by reference. Charges: any fees agreed between you and us from time to time. Commission: the fee payable to TFA by Providers calculated as a percentage of Engagement fees. Control means the ability to direct or influence the affairs of an entity, whether through ownership of shares, voting rights, contractual arrangements or otherwise, and includes any entity which is a parent, subsidiary or under common control (as defined in section 1124 of the Corporation Tax Act 2010). Customer: any business, organisation, or sole proprietor registered on the Platform. Engagement: any engagement, assignment, project, contract, or arrangement for Provider Services entered into between you and a Provider following an Introduction. Introduction means any direct or indirect introduction or connection between a Customer and Provider arising from or attributable to TFA’s Services and activities, including via the Platform, marketing, events, referrals, network effects, or any interaction facilitated by TFA (‘Introduce’ or ‘Intro’ are construed accordingly). Introduction Date: the date on which TFA first Introduces the Provider to you. Introduction Period: from the Introduction Date until 12 months after expiry or termination of the Agreement. Membership Fee: (if applicable) the recurring subscription fee payable by you to maintain an active Platform membership. Platform: the website, software platform, app, and associated services operated by TFA through which Providers may be listed and introduced to Customers, supported by the Services. Services: services provided by TFA including business development and marketing services, facilitating Introductions, assisting with Engagements, the Platform, and incidental or ancillary services; or separate training, consulting or sourcing services agreed from time to time, which are subject to these terms unless otherwise agreed (Additional Services). Provider: independent service provider using the TFA Platform. Provider Services: the services offered and provided by you to Customers. Customer Content: any profile information, materials, images or other content submitted by you to the Platform.

2. SERVICE AND PLATFORM

2.1. Services and Platform use

Access to the Services and Platform may require payment of Charges during the term of the Agreement, which:

• are agreed in the Key Details;
• are non-refundable except where required by law.

2.2. The Platform

• TFA operates a platform through which Customers may be introduced to Providers offering services.
• The Services provided by TFA are set out in the Key Details.
• TFA does not provide Provider Services and is not responsible for the delivery of services by Providers (except where TFA supplies its own contractors as Providers subject to an agreement between you and us for each engagement).
• All Provider Services are provided directly by the Provider to you.
• Support provided by TFA in connection with Engagements is discretionary.

2.3. Customer Accounts

To access/use the Services you must maintain an active Customer account in good standing, and you agree to keep your information accurate, complete and up to date.

TFA reserves the right to:

• verify the information you provide;
• request additional documentation or references;
• suspend Services or refuse access to the Platform where information is inaccurate or incomplete.

3. ENGAGEMENTS, COMMISSIONS & PAYMENTS

3.1.1. Engagements

Where you express interest in engaging a Provider’s services, TFA may Introduce you to that Provider, and you may enter into an Engagement directly with the Provider on terms agreed directly between you and the Provider.

3.1.2. Engagement Support

TFA may offer varied support at its sole discretion (without obligation), however TFA is not responsible for:

• negotiating the terms of Engagement;
• supervising the delivery of Provider Services;
• resolving disputes between Providers and Customers.

3.1.3. Engagement quality control and compliance

You agree that you shall:

• comply with all applicable laws and regulations in connection with Engagements;
• provide accurate and complete information in relation to the services requested;
• cooperate reasonably with Providers in the performance of Provider Services.

You are solely responsible for:

• selecting and engaging Providers;
• managing your relationship with Providers;
• fulfilling all contractual obligations owed to Providers.

3.2. Introductions and Commission Entitlement

3.2.1. Role of TFA as Introducer

• TFA operates the Platform to identify and connect Customers to Providers. You acknowledge that:
• TFA acts as an introducer and facilitator of opportunities between Customers and Providers;
• Engagements arise as a result of TFA’s services, network and Platform;
• the Commission payable to TFA constitutes consideration for Introductions and Services.
• Charges beyond Commission for Additional Services are due and payable as agreed.

3.2.2. Commission Entitlement

TFA shall be entitled to a Commission for Engagements.
Commission shall be payable regardless of whether the Engagement is entered into:
• directly between you and the Provider;
• following negotiations outside the Platform;
• through another entity controlled by you or the Provider;
• following termination of these Terms;
• through any employment, directorship, or direct contractor arrangement between you and the Provider outside of the Platform, in which case Commission shall be calculated at 25% of the annualised salary compensation package and shall be payable within 14 days of the commencement date of that arrangement.

3.2.3. Good Faith Obligation

You agree not to terminate or restructure an Engagement for the purpose of assisting Providers to avoid fees or commercial arrangements connected with TFA.

3.3. Payment Collection and Commission

3.3.1. Payment Administration Model

Payment for Provider Services Engagement fees shall be administered through a payment collection process determined by TFA at its sole discretion. The default payment model shall be TFA Agency Collection, unless TFA specifies otherwise.

3.3.2. Default Model – TFA Agency Collection

TFA may, at its discretion, operate a payment collection model under which TFA acts as collection agent for the Provider. Under this model:

• TFA shall invoice and collect payments from you on behalf of the Provider;
• TFA may deduct any Commission, platform fees or other sums payable to TFA;
• the remaining balance shall be remitted to the Provider;
• payment by you to TFA shall constitute valid payment to the Provider for the relevant Engagement; and
• although TFA may act as collection agent for the Provider, your contract for services under the Engagement remains directly with the Provider.

3.3.3. Alternative Model – Direct Payment to Provider

In limited circumstances and only where expressly permitted by TFA for a particular Engagement or limited period, you may pay the Provider directly.

Where this occurs:

• you must notify TFA promptly of payment made; and
• you must comply with any reporting, invoicing or administrative requirements notified by TFA.

3.3.4. Invoice Factoring

Under this model:

• invoices for Engagements may be processed through an invoice factoring or payment administration provider appointed by TFA;
• the factoring provider may collect payment from you;
• the factoring provider or TFA may deduct any Commission, platform fees or other sums payable to TFA; and
• the remaining balance shall be remitted to the Provider.

You agree to cooperate reasonably with the factoring and payment administration process.

3.3.5. Temporary Nature of Alternative Arrangements

Any alternative to the default model shall apply only:

• for a particular Engagement; or
• for a limited period determined by TFA.

TFA may at any time require payment administration to revert to the TFA Agency Collection or invoice factoring model upon reasonable notice for any reason, including contractual, compliance, operational or business reasons.

3.3.6. Instalments

Where sums due under Engagements are payable in instalments, payments and any applicable fees or Commission shall be processed proportionately.

3.3.7. Late Payments

Failure to make payment when due may result in:

• suspension of access to the Platform or Services;
• suspension or termination of Engagements; and/or
• recovery action by Providers, TFA or any payment administration provider.

3.3.8. Audit and Verification

TFA may request information relating to:

• Engagements;
• fees;
• payments;
• Business data relevant to tracking KPIs; and
• milestones or performance metrics relevant to the TFA value scorecard.

You agree to cooperate reasonably and promptly with such requests.

4. TERMS AND TERMINATION

4.1. Commencement

These Terms take effect on acceptance or first use of the Services or Platform.

4.2. Term

These Terms continue until terminated.

4.3. Termination for Convenience

Either party may terminate on not less than 30 days’ written notice, unless otherwise agreed, subject to any minimum term.

4.4. Termination and Suspension for Cause

TFA may terminate or suspend access immediately if:

• you breach these Terms;
• fail to pay sums due;
• become insolvent;
• engage in unlawful or harmful conduct;
• fail to provide requested information as per these Terms;
• act in a way that brings TFA into disrepute.

4.5. Effect of Termination

On termination:

• you shall cease using the Platform;
• outstanding sums remain payable;
• accrued rights survive.

4.6. Survival

Termination shall not affect:

• existing Engagements;
• our rights arising from Introductions.

5. INTELLECTUAL PROPERTY

5.1.  Ownership of Platform IP. We, our affiliates and/or our licensors will retain ownership of all intellectual property rights in the Platform and any materials provided to you, including all patents, copyright, trademarks, service marks, business names, rights in designs, confidential information and all other intellectual property rights, whether registered or unregistered globally.

5.2   Licence to Use Platform. Subject to clause 5.3, and subject to your ongoing adherence to these terms, we grant you a revocable, non-exclusive, non-transferable, non-sublicensable licence for your business purposes to:

• Access and use the Platform to view and engage Provider;
• Access and use the Provider portal and associated features;
• Use materials provided to you such as template legal documentation (any legal documents or information is provided subject to Addendum A which is incorporated into these Terms by reference);
• Use the Platform name and logo in accordance with our brand guidelines to indicate that you are a Customer using the Platform.

5.3. This licence continues until termination of this Agreement or until we revoke it in accordance with these terms.

5.4. Customer Content

5.4.1.You retain ownership of any Customer Content you submit to the Platform. By submitting Customer Content to us or directly to the Platform, and for the purposes of promoting your business and operating and promoting the Platform and Services, you grant TFA a non-exclusive, worldwide, fully paid-up, royalty-free licence to: use; copy, modify, reproduce; display; and distribute such content.

5.4.2. You warrant that you have the right to grant this licence; and you confirm that your Customer Content does not infringe anyone’s intellectual property rights and you agree to defend, hold harmless and indemnify us against any claims to the contrary.

5.5. Platform use restrictions . Except as expressly permitted, you will not:

• Download, archive, reproduce, distribute, copy, modify, display, perform, publish, create derivative works from or otherwise commercially exploit the Platform or any part of it without our consent;
• Use or distribute the Platform or its content in any way that would be contrary to any laws or regulations;
• Reverse engineer, decompile, or disassemble the Platform;
• Remove any proprietary notices from the Platform or TFA materials provided.

6. RESTRICTIONS

6.1. General

To protect TFA’s legitimate business interests, including the Platform, Commissions, relationships, Confidential Information, and introductions between Providers and Customers, the following restrictions apply.

For the purposes of this clause, Confidential Information shall have the meaning given to it in any confidentiality undertaking or NDA entered into between the parties and includes any non-public information relating to TFA, the Platform, Customers, Providers, business opportunities, pricing, commercial terms, and platform operations.

The restrictions in this clause applies whether the restricted activities are carried out:

• directly by you;
• through another entity controlled by you; or
• through any intermediary or third party.

6.2. Non-Solicitation of Providers

Without the prior written consent of TFA, you shall not, during the term of these Terms and for a period of twelve (12) months following termination, directly or indirectly:

• contact, solicit, or seek the custom of any Provider introduced to you through the Platform; or
• encourage or cause any Provider to reduce, terminate or alter its relationship with TFA in a manner which is detrimental to TFA.

6.3. Non-Poaching of Personnel

You shall not, during the term of these Terms and for a period of twelve (12) months following termination, directly or indirectly solicit, recruit, or engage:

• any employee, contractor, consultant, or representative of TFA; or
• any Provider participating on the Platform except for the purposes of working on Engagements.

This restriction does not apply where the person responds to a general recruitment advertisement that is not specifically targeted at that individual.

6.4 Non-Circumvention

You shall not, and shall ensure that your affiliates, associated entities, portfolio companies, group companies, funds, managed entities, delegates, representatives and any person acting on your behalf do not, during the term of these Terms and for a period of twelve (12) months following termination, directly or indirectly:

• circumvent or attempt to circumvent TFA in relation to any opportunity, transaction, Engagement or potential Engagement identified, introduced or facilitated through the Platform or through TFA;
• engage, retain, contract with or otherwise utilise any Provider introduced or identified through the Platform other than through TFA, including through any affiliate, portfolio company, associated entity or third party structure;
• structure, route or facilitate any arrangement intended to avoid, reduce or circumvent the payment of Commission, platform fees or other sums payable to TFA under these Terms; or
• procure or facilitate the provision of substantially similar services through another entity, intermediary or arrangement where the primary purpose or effect is to avoid fees otherwise payable to TFA.

For the purposes of this clause, “affiliate” includes any entity that directly or indirectly controls, is controlled by, or is under common control with a party, and “portfolio company” includes any entity in which you or your affiliates directly or indirectly hold an investment, governance right or management involvement.

6.5. Misuse of Confidential Information

You shall not use, exploit, or disclose any Confidential Information belonging to TFA except as strictly necessary for the purpose of participating in the Platform and performing Engagements.

Without limitation, you shall not:

• use Confidential Information to obtain a commercial advantage over TFA;
• use Confidential Information to compete with TFA; or
• disclose Confidential Information to any third party except where necessary for the performance of an Engagement and subject to appropriate confidentiality obligations.

6. Limited Non-Compete

During the term of these Terms and for a period of twelve (12) months following termination, you shall not, without the prior written consent of TFA:

• Establish or operate a business whose primary purpose is to introduce businesses to fractional professionals or independent consultants specialising in M&A in competition with the Platform; or
• use Confidential Information obtained through the Platform to create or operate a competing fractional services marketplace.

6.7. Reasonableness of Restrictions

You acknowledge that the restrictions in this clause 6:

• are reasonable and necessary to protect TFA’s legitimate business interests;
• are proportionate in scope, duration and geographic reach; and
• would be difficult to quantify in damages if breached.

Accordingly, TFA shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

7. CONFIDENTIALITY

7.1. Confidential information

For the purposes of these Terms, confidential information means any non-public information disclosed or made available in connection with the Platform, TFA’s business, Customers; Providers or Engagements, including without limitation information relating to business operations, pricing, commercial terms, strategies, clients, suppliers, opportunities, financial information, processes, know-how, trade secrets, software, data and platform functionality.

7.2. Neither party shall use the other party’s confidential information except: (i) to perform its obligations under or in connection with the Agreement; (ii) for the purposes of analysing, evaluating, exploring and/or implementing a commercial and/or contractual arrangement, agreement or discussion between the parties; and (ii) as may be authorised by the other party in writing.

7.3.) Each party agrees to keep information concerning the business, affairs, customers, clients or suppliers of the other party confidential except: (a) when it’s necessary to disclose it to a party’s Team or advisers on a need-to-know basis and so long as said recipients are procured to also comply with this clause 7; (b) as may be permitted, requested or required by law, regulation, a court of competent jurisdiction or any governmental, judicial or regulatory authority; (c) to such person authorised in writing by the other party; or (d) to third-party sub-processors and other providers approved by us as per clause 17.4. (3) The obligations in this clause 7 shall not apply to any confidential information which: is or has become publicly known other than through breach of this clause 7; was in possession of the receiving party prior to disclosure by the other party; was received by the receiving party from an independent third party who has full right of disclosure (so far as the receiving party was aware); was independently developed by the receiving party; or was requested or required to be disclosed by law, regulation, a court of competent jurisdiction or any governmental, judicial or regulatory authority.

7.4. Authorisations & Permitted Disclosures

7.4.1. Authorisation

For the purpose of providing the Services to you, you authorise us, to share your materials, information and data with third-party sub-processors and other providers approved by us (including subcontractors, service providers, products, platforms, and other technologies used to support, operate or deliver the Services), as described in our Privacy Notice or any applicable data processing agreement or terms agreed from time to time, provided that such recipients are bound by confidentiality and privacy obligations no less protective in all material respects than those in this Agreement.

7.4.2. Permitted Disclosure

You may disclose Confidential Information to your employees, contractors, advisers or professional representatives where:

• such persons need the information for the purposes of performing an Engagement; and
• they are subject to confidentiality obligations no less restrictive than those set out in these Terms.

You shall remain responsible for any breach of these Terms by such persons.

7.4.3. TFA Access to
Engagement Information

You acknowledge and agree that TFA may access, receive and process information relating to the following, and you agree to provide information requested promptly in relation to these:

• your business and profile;
• Engagements with Providers;
• deliverables, goals and outcomes of Engagements;
• communications facilitated through the Platform;
• timesheets, deliverables and performance information; and
• financial and payment information relating to Engagements.

Such information may be used by TFA for the purposes of:

• operating and administering the Platform;
• facilitating introductions and Engagements;
• administering payments and reporting obligations;
• monitoring performance and platform activity;
• improving the Platform and related services; and
• developing and operating additional business activities including consultancy, advisory or managed services offerings.

7.4.4. Platform Data and Business Development

You acknowledge that TFA may use information derived from activity on the Platform, including Engagement data and commercial insights, on an aggregated, anonymised or analytical basis for the purposes of:

• improving and developing the Platform and Services;
• building proprietary methodologies, tech, tools and consulting capabilities; and
• operating its own consultancy or advisory services.

7.4.5. Reporting and Verification

You expressly authorise TFA to obtain information from any person reasonably necessary to administer the Platform and Commissions and verify Engagements, including:

• Providers;
• payment processors or factoring providers;
• intermediaries involved in an Engagement; or
• any person involved in payment or reporting relating to Provider Services.

Such information may include details relating to:

• services performed;
• fees payable;
• payment status; and
• financial reporting relating to Engagements.

7.4.6. Required Disclosure

Confidential Information may be disclosed where required by law, regulation or court order, provided that where legally permitted reasonable notice is given to the affected party.

8. DATA PROTECTION

8.1.   Each party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other applicable data protection legislation as amended from time to time (“Data Protection Laws”).

8.2.   Where any personal data is shared between the parties in connection with this Agreement (for example, contact details for account management or invoicing purposes), each party shall process such data as an independent data controller and shall: (a) only process such data for the purposes for which it was shared; (b) implement appropriate technical and organisational measures to protect such data; and (c) comply with all applicable Data Protection Laws.

8.3.   Data Processing Addendum: The parties shall execute a Data Processing Addendum in the form set out as an Addendum to this Agreement (“DPA”). The DPA sets out the detailed data processing responsibilities, international transfer mechanisms, and security requirements applicable to the parties. The DPA forms part of this Agreement and is incorporated herein by reference.

8.4.  International Data Transfers: Where the Client is based or operates outside the United Kingdom, the parties shall ensure that any transfers of personal data to or from the United Kingdom are effected in accordance with applicable Data Protection Laws, including, where appropriate, the use of the UK International Data Transfer Agreement (IDTA) or other appropriate safeguards.

8.5. We shall not retain Personal Data longer than is necessary for the purposes set out in Schedule 1 of the DPA, unless:

(a) A longer retention period is required by applicable law (including statutory limitation periods of the agreed jurisdiction; or

(b) You provide documented instructions requiring a longer retention period.

8.5.1 Retention periods for each category of Personal Data are set out in Schedule 1 of the DPA. We shall implement automated or manual deletion or anonymisation processes, as determined by the systems upon which the data is processed, to enforce the applicable retention periods.

8.6. We shall notify You of a reportable Personal Data Breach without undue delay and in any event within forty-eight (48) hours of becoming aware of the breach, by sending written notice to the Provider’s designated data protection contact.

8.7. Taking into account the nature of the Processing, We shall assist You, by appropriate technical and organisational measures insofar as possible, in fulfilling the Your obligation to respond to requests from Data Subjects exercising their rights under the applicable Data Protection laws

8.7.1. We shall, without undue delay and in any event within two (2) Business Days, forward to You any request received directly from a Data Subject, without itself responding to the request unless expressly authorised by You.

9. LIMITATION OF LIABILITY, INDEMNITY AND DISCLAIMERS

9.1. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

9.2. Cap. Except in the case of those exceptions in clause 9.4.1, our total aggregate liability to you arising under or in connection with this Agreement will be limited to the greater of: £100; or 100% of the fees paid or payable to us to you under this Agreement in the 12 months immediately preceding the date on which the claim arose.

9.3. Time Limit. Any claim must be brought by you within 12 months from the date of its incidence.

9.4.1. We don’t exclude or limit our liability to you where it would be unlawful to do so, e.g. liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation.

9.4.2. To the fullest extent permitted by law, and excluding those exceptions in clause 6.1, the following types of loss arising out of or in connection with this Agreement are wholly excluded by us:

• Indirect or consequential loss
• Loss of profit, revenue, business, goodwill, or business opportunity
• Loss arising as a result of our complying with our legal and regulatory duties
• All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
• the services provided by Providers;
• the acts or omissions of Customers;
• disputes arising between Providers and Customers;
• loss of income resulting from unsuccessful introductions.

9.5. DISCLAIMERS. Provisions in this clause apply to the fullest extent permitted by law.

• The Platform is provided “as is” and “as available”. We and our affiliates and licensors exclude all conditions, warranties and representations (express, implied or otherwise) with respect to the Platform, and disclaim all warranties including but not limited to warranties of fitness for purpose and satisfactory quality. We do not warrant that the Platform will always be available, uninterrupted, accurate or error-free.
• We may update and change the Platform from time to time for any reason, without notice to you.
• Platform provided for general use. The Platform and any guidance provided are for general informational use only and do not constitute professional advice and should not be relied on as such.
• No guarantee of results. We make no guarantees regarding the number of Introductions we’ll make or revenue you will generate through the Platform.
• We shall not be liable for any act, omission, breach or conduct of any Customer or Provider with whom you interact with via the Platform or for any damage, cost, claim, loss or expense you may incur relating thereto.

9.6. Your Indemnity to Us. You agree to defend, indemnify and hold us harmless from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable professional fees, that arise from or relate to:

• Interactions between Customers and Providers;
• Any breach of your representations, warranties or obligations under this Agreement;
• Any claims by Providers or others relating to Engagements or Customer Content;
• Your breach of this Agreement (including Acceptable Use Policy) of any laws, regulations or professional standards (including but not limited to confidentiality and data protection);
• Any infringement of third party intellectual property rights by your Customer Content.

10. OTHER IMPORTANT TERMS

10.1. STATUS. No partnership, joint venture, employment or agency relationship is created between us.

10.2. SEVERANCE: Unenforceable terms shall be modified to be enforceable if possible, or removed if not.

10.3. VARIATION.  No variation of the agreement by you or us has any effect unless it is agreed in writing.

10.4. WAIVER. If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing.

10.5. SURVIVAL.  Every provision of the agreement that expressly or by implication is intended to, shall survive.

10.6. FORCE MAJEURE. We’re not liable for delays caused by events outside our reasonable control, and if they last over 60 days, either of us can end the agreement with written notice.

10.7. NON-POACHING.  You agree not to solicit or entice away our team (however you may run general ads).

10.8. SUBCONTRACTORS. You agree that we may use subcontractors to perform the services. They shall be suitably qualified/skilled, and we shall remain responsible for all their acts and omissions.

10.9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between us and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

10.10 ASSIGNMENT & NOVATION

10.10.1 TFA may assign, novate, subcontract, delegate, substitute or otherwise transfer any or all of its rights and obligations under this Agreement to:

• any group company or affiliated entity; or
• any purchaser, successor or third party in connection with a merger, acquisition, restructuring, reorganisation, sale of shares, sale of assets, financing transaction or transfer of all or part of TFA’s business,

provided that TFA gives you prior written notice as soon as reasonably practicable and, where reasonably practicable in the circumstances, at least five (5) days’ prior written notice.

You acknowledge and agree that any novation notified by TFA under this clause shall be deemed accepted by you if you continue to access, use or receive the Platform, Services or any Engagement-related services following such notice.

10.10.2. You may not assign, novate, subcontract, delegate, substitute or otherwise transfer any of your rights or obligations under this Agreement without TFA’s prior written consent, such consent not to be unreasonably withheld.

11. RESOLUTION, GOVERNING LAW AND JURISDICTION

11.1. If a dispute arises out of or in connection with these Terms or the services provided by TFA, the Provider and TFA agree to first attempt to resolve the dispute in good faith through informal discussions within fourteen (14) days of one party notifying the other of the dispute.

11.2. If the dispute is not resolved within that period, the parties may, by mutual agreement, attempt to resolve the dispute through mediation. Unless otherwise agreed, mediation shall be conducted either by an independent third-party mediator or in accordance with the CEDR Model Mediation Procedure, and shall be commenced within fourteen (14) days of such agreement.

11.3. If the dispute has not been resolved through negotiation or mediation within sixty (60) days of the dispute first arising (or such longer period as the parties may agree in writing), either party may commence court proceedings.

11.4. Each party shall bear its own legal and professional costs incurred in connection with any negotiation or mediation, and the costs of any mediation shall be shared equally, unless otherwise agreed or awarded by a court.

11.5. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

11.6. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the services provided.

11.7. Nothing in this clause shall prevent either party from seeking urgent injunctive or interim relief from the courts of England and Wales at any time.