These Fractional Terms (aka “Terms” or “Provider 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 membership of the Platform, the listing of your services, Introductions to Customers, Engagements with Customers, payment administration and Commission payable to TFA.

KEY DETAILS

AGREEMENT
Agreement ref	V1.4.4
You are	The business purchasing the TFA Membership (‘Provider’, ‘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	6 months or until all Engagements have ended, whichever is later.

SERVICES
Services	Access to and use of the TFA Services and Platform, including: • listing of Provider profile and services • Introductions to potential Customers • tools supporting communication and Engagement administration • payment administration and invoice factoring services
	• business development and marketing exposure through the Platform.
Charges / Commission	Membership Fee: £85 per month plus VAT payable monthly/quarterly/annually in advance.
	Rates/Commission: You keep 100% of your TFA Provider rate agreed with us (Rate), and the Commission is calculated as a premium on top of that, which is payable to TFA.Unless otherwise agreed, the standard Commission for Engagements is 25%, calculated based on the rate you charge Customers under Engagements (Engagement Rate). For example: your Rate: £1000; Engagement Rate: £1250; Commission: £250.The Engagement Rate is the rate that you include in your Engagement contractsAdditional fees: if additional fees are agreed, such as performance payment, the, the standard Additional Commission for the purposes of this Agreement is 25%, calculated based on the value of those fees. We collect the Engagement Rate, and remit your fees to you and retain our fees, unless otherwise agreed and subject to clause 3.3 (Payment Collection and Commission).If a reduction in the Engagement Rate is agreed between you and Customers, then your Rate is reduced proportionately so that the Commission rate is the same, unless otherwise agreed.   Payment: payments of fees are made as per 3.3 (Payment Collection and Commission) of the Terms, unless otherwise agreed.   VAT/taxes: your Rate, the Customer Rate and Commission are exclusive of VAT or applicable taxes which shall be added if applicable.
Refunds	Membership Fees and Commission 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. Commission: the fee payable to TFA calculated as a percentage of fees generated by you from Engagements. 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 or introduced to you through the Services or by TFA for the purpose of receiving Provider Services. Engagement: any engagement, assignment, project, contract, or arrangement for Provider Services entered into between you and a Customer 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 Customer to you. Introduction Period: from the Introduction Date until 12 months after expiry or termination of the Agreement. Membership Fee: 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. Provider: you, as an independent service provider using the Platform. Provider Services: the services offered and provided by you to Customers. Provider Content: any profile information, materials, images or other content submitted by you to the Platform.

2. MEMBERSHIP

2.1. Membership
Access to the Services and Platform requires payment of Membership Fees during the term of the Agreement, which:

• are payable periodically in advance;
• may be deferred until the first Engagement starts;
• may be charged monthly, quarterly or annually, as specified during onboarding;
• are non-refundable except where required by law.

2.2. The Platform

• TFA operates a platform through which Providers may be introduced to Customers seeking 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 to Customers.
• All Provider Services are provided directly by you to the Customer.
• Support provided by TFA in connection with Engagements is discretionary.

2.3. Provider Accounts and Profiles

To access/use the Services you must maintain an active Provider account in good standing, and you agree to keep your profile and associated professional information are 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, COMMISIONS & PAYMENTS

3.1.1. Engagements

Where a Customer expresses interest in engaging your services, TFA may Introduce you to that Customer, and you may enter into an Engagement directly with the Customer on terms agreed directly between you and the Customer.

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:

• perform the Provider Services with the highest level of care, skill and diligence in accordance with best practice in the Provider’s industry, profession or trade;
• Unless otherwise agreed with each Customer per Engagement, during the term of each Engagement and for a period of 2 years thereafter, you shall maintain in force, with a reputable insurance company, professional indemnity insurance (and public liability insurance, where applicable) to cover the liabilities that may arise under or in connection with your services and activities under Engagements, and shall produce to us promptly upon written request both the insurance certificate(s) giving details of cover and the receipt for the current year’s premium(s);
• comply with all applicable laws and regulations; and
• maintain any licences or qualifications required to perform the Provider Services.

You are solely responsible for:

• the delivery and quality of Provider Services;
• managing your relationship with Customers;
• fulfilling all contractual obligations owed to Customers.

3.1.3. Provider Standard Terms

For the purposes of providing a smooth and professional onboarding process with Customers, TFA will procure template contracts/T&C (via New Legal – any legal documents or information is provided subject to Addendum A which is incorporated into these Terms by reference). However, you may use your own contracts/T&Cs when contracting with Customers, provided they do not conflict with:

• these Terms;
• your obligation to pay Commission to TFA; and
• the payment administration arrangements set out in these Terms.

In any event you promptly agree to furnish us with a copy to confirm the above before issuing them to Customers.

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 Providers and Customers;
• Engagements arise as a result of TFA’s services, network and Platform;
• the Commission payable to TFA constitutes consideration for Introductions and Services.

3.2.2. Commission Entitlement

TFA shall be entitled to Commission where:

(a) TFA introduces a Customer to you; and
(b) that Customer enters into an Engagement with you during the Introduction Period.

Commission shall be payable regardless of whether the Engagement is entered into:

• directly between you and the Customer;
• following negotiations outside the Platform;
• through another entity controlled by you or the Customer;
• following termination of these Terms.
• through any employment, directorship, or direct contractor arrangement between you and the Customer 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.

The Commission payable to TFA shall be:
(a) the percentage expressly agreed in writing between the parties in respect of a particular Engagement;
(b) where no such rate has been agreed, a default rate of 25% of all fees payable by the Customer to the Provider under the relevant Engagement; or

(c) a different Commission rate in respect of a specific Engagement notified to the Provider prior to that Engagement being entered into.

3.2.3. Commission Period

Where TFA introduces a Customer and an Engagement is entered into, TFA shall be entitled to Commission in respect of that Engagement and any continuation of the commercial relationship between you and the Customer during the Commission Period, which shall commence on the Introduction Date and continue for three (3) years.

During the Commission Period Commission remains payable in respect of fees earned by you during:

• the original Engagement;
• renewals or extensions of it;
• replacement or follow-on engagements;
• additional services to the same Customer;
• engagements through entities controlled by you or the Customer;
• engagements with affiliates or related entities of the Customer.

3.2.4. Early Termination of Engagements

Where an Engagement with a defined term is terminated early and the Provider continues to provide similar services to the same Customer (whether directly or indirectly), the parties acknowledge that this gives rise to a loss to TFA which is difficult to quantify precisely.

• Accordingly, the Provider shall pay to TFA an amount calculated by reference to the Commission that would have been payable had the Engagement continued for its originally agreed term.
• The parties agree that this amount represents a genuine pre-estimate of loss, taking into account TFA’s role in sourcing and facilitating the relationship.
• The Provider shall take reasonable steps to mitigate any such loss, including by notifying TFA promptly of any changes to the structure or continuation of the Engagement.

3.2.5. Good Faith Obligation

(a) You agree not to terminate or restructure an Engagement for the purpose of avoiding Commission payable to TFA. Any arrangement continuing the commercial relationship outside the Platform shall be treated as a continuation of the original Engagement for Commission purposes during the Commission Period, and you agree to communicate with and report to us as set out in these Terms.

(b) You shall promptly notify TFA of:
(i) any direct or indirect contact from a Customer relating to potential or ongoing Engagements outside the Platform; and
(ii) any Engagement entered into with a Customer during the Commission Period.

Failure to notify TFA in accordance with this clause shall constitute a material breach of these Terms.

3.2.6. Commission Exceptions

Commission shall not be payable where the Provider can demonstrate, with reasonable supporting evidence, that it was engaged in bona fide negotiations with the relevant Customer in the three (3) months prior to the Introduction Date, and that such negotiations were independent of TFA’s involvement.

The following shall constitute limited exceptions to ongoing Commission entitlement:
(a) force majeure preventing performance;
(b) serious incapacity of the Provider;
(c) termination for material breach by either party; or
(d) termination for cause.

Where the existence of a valid ground for termination is disputed, the Engagement shall be treated as continuing for the purposes of Commission calculation until such dispute is resolved.

3.2.7 Survival

Your obligation to pay Commission shall survive termination or expiry of these Terms for the Commission Period.

3.3. Payment Collection and Commission

3.3.1. Payment Administration Model

Collection of 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 Customers on your behalf;
• TFA shall deduct Commission payable to it; and
• TFA shall remit the remaining balance to you within fourteen (14) days of receiving cleared funds..
• TFA shall have the right to act on your behalf as collection agent, and you authorise it accordingly and warrant that you are duly authorised to do so, however your contract for services and corresponding fees under Engagements is direct with Customers; and under this model TFA is only responsible for paying your fees under those Engagements once those fees are received in cleared funds by TFA.

3.3.3. Alternative Model – Direct Customer Payment

In limited circumstances and only where expressly permitted by TFA for a particular Engagement or limited period, you may invoice and receive payment directly from the Customer.

Where this occurs:

• you must notify TFA of payment received; and
• you must pay the Commission due to TFA within five (5) business days of receipt.
      

3.3.4.  Invoice Factoring

Under this model:

• invoices for Engagements shall be processed through an invoice factoring or payment administration provider appointed by TFA;
• the factoring provider shall collect payment from the Customer;
• the factoring provider or TFA shall deduct Commission due to TFA; and
• the remaining balance shall be remitted to you.

You agree to cooperate with the factoring process, including by promptly submitting timesheets and confirming services delivered.

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 Direct Customer Payment  or invoice factoring model upon reasonable notice at any time for any reason, including but not limited to contractual, compliance or business/operational reasons.

3.3.6. Instalments

Where sums due under Engagements are made in instalments, Commission shall become payable proportionately.

3.3.7. Survival

Your obligations in relation to use of invoice factoring or the TFA agency collection models of payment collection shall survive expiry or termination of these terms and remain in force for the Commission Period.

3.3.8. Late payments.

Any sums due to TFA which are not paid when due shall accrue interest at a rate of 10% per annum (accruing daily), from the due date until payment.

3.3.9 Audit and Verification Rights.

TFA may request information relating to:

• Engagements;
• fees;
• payments received from Customers;
• 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.

TFA shall have the right, on reasonable notice and during normal business hours, to audit and inspect such records as are reasonably necessary to verify compliance with these Terms.

The Provider shall maintain complete and accurate records for a period of at least six (6) years.

If any audit reveals an underpayment of Commission, the Provider shall promptly pay the shortfall together with interest as per clause 3.3.8.

4. TERM AND TERMINATION

4.1. Commencement. These Terms shall take effect and become binding upon acceptance of these Terms or first use of the Platform (whichever occurs earlier)

4.2. Term. Unless the Key Details or other written agreement specifies a fixed term or end date, these Terms shall continue on an ongoing basis until terminated in accordance with this clause 4.

4.3. Termination for Convenience. Subject to any minimum term, fixed term or notice period agreed in the Key Details, either party may terminate these Terms for convenience by giving the other not less than thirty (30) days’ written notice. Any such notice shall not take effect before the expiry of any agreed minimum term.

4.4. Automatic Termination. Where the Key Details specifies a fixed term or end date, these Terms shall automatically terminate on that date unless renewed or extended in writing by both parties.

4.5. Termination and Suspension for Cause. TFA may terminate these Terms immediately on written notice to the Provider (without prejudice to any other rights or remedies), or suspend the provision of Services or access to the Platform with immediate effect, if any of the following occur: (a) the Provider commits a material or persistent breach of these Terms and fails to remedy that breach within seven (7) days of written notice requiring it to do so; (b) any fees or other sums due to TFA remain unpaid for more than seven (7) days after the due date; (c) the Provider becomes insolvent, enters into liquidation, administration, bankruptcy or any analogous process; (d) the Provider ceases or threatens to cease carrying on business; (e) the Provider engages in unlawful, fraudulent or deceptive conduct in connection with the Services or these Terms; (f) complaints are received about the Provider from Customers, Providers or prospective customers or providers; (g) the Provider fails to provide verifications or compliance documentation reasonably requested at any time; (h) the Provider is incapacitated for more than 30 consecutive days; (i) the Provider materially breaches confidentiality or infringes intellectual property rights of TFA or its licensors; (j) the Provider commits a crime (other than a motoring offence); (k) the Provider undergoes a change of control; (l) the Provider does anything that brings TFA or its Customers, Providers, sponsors, team or affiliates into disrepute; (m) disparages TFA or any person connected with TFA, at any time, online or offline; in each case in any jurisdiction or under any analogous law.

4.6. Effect of Termination. On termination for any reason: (a) TFA shall be entitled to invoice the Provider for all membership fees and Commission incurred up to the effective date of termination (including Engagement Fees and any accrued Success Fees); (b) the Provider shall promptly pay all outstanding sums; (c) the Provider shall cease using the Services, except for any deliverables that have been paid for in full; and (d) termination shall not affect any accrued rights or liabilities of either party, including TFA’s right to fees arising from Introductions or Engagements occurring before or after termination in accordance with these Terms.

4.6. Termination shall not affect:

• existing Engagements with Customers; or
• Commission payable in relation to those Engagements and associated reporting obligations necessary to enable TFA to receive fees due under these Terms.

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 provide Provider Services;
• Access and use the Provider portal and associated features;
• Use materials provided to you such as template legal documentation;
• Use the Platform name and logo in accordance with our brand guidelines to indicate that you offer services through the Platform.

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

5.4. Provider Content

5.4.1. You retain ownership of any Provider Content you submit to the Platform. By submitting Provider Content to us or directly to the Platform, and for the purposes of promoting your services ands 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 Provider 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 Customers

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 Customer introduced to you through the Platform; or
• encourage or cause any Customer 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 other 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, 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, or Engagement or potential Engagement identified or facilitated through the Platform; or
• structure any arrangement intended to avoid the payment of Commission or other fees payable to TFA under these Terms.

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.

• Limited Non-Compete

This restriction shall not prevent you from operating your own independent consulting or professional services business.

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 profile and services;
• Engagements with Customers;
• deliverables, goals and outcomes of your services and 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:

• Customers;
• 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 Your 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: £1,000; or 100% of the membership 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;
• Your provision of Provider Services to Customers;
• Any breach of your representations, warranties or obligations under this Agreement;
• Any claims by Customers or others relating to Engagements or your Provider Services or Provider 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 Provider 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.