MEZZOD – Expert Agreement

MEZZOD is an online platform ("site") that enables people ("Users") to make career choices by connecting them with experts (“Experts”) who provide the insight and perspective that people need from time to time in their professional life. Users may choose to talk to any Expert or use our matching tool to find a suitable Expert to meet their needs.

These Terms of Service cover the terms on which you may use the site as an Expert. By submitting your registration through our site, you agree to these terms, which govern the relationship between Mezzod and the Expert, as well as the relationship between you and the Users. Please read these terms carefully before you start to use the site. These terms may change from time to time so please check them regularly.

In consideration of the mutual promises made herein the parties agree as follows;

1.Relationship

  1. In acting as an expert of MEZZOD, the Expert is granted such status at the sole discretion of MEZZOD and may only represent MEZZOD, and have access to and speak to Users utilizing MEZZOD as a vehicle to connect and transact while this Agreement is valid. You agree that no contact or arrangements with Users shall be made outside the platform. Failure to adhere to this term shall warrant an immediate termination of the agreement between us and we may suspend your access to the site.
  2. While acting as an Expert of MEZZODm you shall remain as an independent contractor to MEZZOD for all purposes with respect to any engagement. You shall not be an employee of MEZZOD and shall have no authority to (i) act on behalf of MEZZOD other than to conduct the agreed engagement or (ii) to bind MEZZOD in any manner whatsoever.

2.Duties of Expert

  1. Without limiting the other terms and conditions of this Agreement the Expert shall;
  2. Conduct career conversations and individual development work with Users (“Services”) in a manner that is consistent with the philosophy and approach that is outlined in the MEZZOD Practice Guide provided to Experts, as it may be updated from time to time.
  3. Provide to MEZZOD feedback, suggestions, and ideas to keep improving the platform and Service and thereby irrevocably assigns MEZZOD all rights, title and interest of every kind and nature whatsoever to all such feedback, suggestions or ideas, including all copyrights and other proprietary rights therein.
  4. Promote and maintain a positive image of MEZZOD, both on and offline.
  5. Expert understands that in the course of conducting Services on behalf of MEZZOD in accordance with this Agreement Expert will acquire access to information, knowledge and materials of both a tangible and intangible nature that is proprietary to Users and / or to MEZZOD. Tangible Information and Materials includes any audiovisual, visual, recorded and written material, logos and trademarks used by MEZZOD in the delivery to Users and to Experts of Services. Intangible Information and Materials includes information, content, text, methods know-how and ideas developed by MEZZOD and used in its assignments. Expert agrees to do nothing to adversely affect MEZZOD rights in and to the Proprietary Information. Expert shall notify MEZZOD immediately of any known or suspected infringement of such rights.
  6. The Expert undertakes not to seek or make an employment offer in any way whatsoever either on his own behalf or on behalf of any person or company for which he would become an employee, a corporate officer, a shareholder, a consultant or otherwise interested, to a “User” he engaged with through MEZZOD or within an activity system related to MEZZOD.
  7. The Expert also undertakes not to use under any circumstances and for whatever reason and in any capacity whether as CEO, employee, consultant, associate or any other position, including without profit for his / her own benefit or for the benefit of a third party, the knowledge and findings stemming from interactions with Users.
  8. The Expert may not reproduce or reverse-engineer, compile or disassemble all or any part of the Proprietary Information, nor create any work based on or derived from all or any part of the Proprietary Information, without express written authorisation from MEZZOD.
  9. Expert hereby confirms that all software installed on his computer equipment is legally licensed and / or is the property of Expert.

3.Duties of MEZZOD

Without limiting the other terms and conditions of this Agreement MEZZOD shall;

  1. Provide the MEZZOD Practice Guide and other materials and Proprietary Information necessary for the conduct of Services, updates and new releases as soon as practicable after they may be developed by MEZZOD from time to time.
  2. Be exclusively entitled to create, develop and produce the Proprietary Information in the manner that it deems in its discretion to be most commercially advantageous.

4.Confidentiality & Non-Disclosure

As a condition of this Expert Agreement, Expert agrees to the following:

  1. That the Proprietary Information utilised by MEZZOD in connection with its Services is the property of MEZZOD and derives much of its value from not being generally known.
  2. Expert shall not use, photocopy, duplicate, reproduce or publish any Proprietary Information of MEZZOD unless specifically authorised to do so by MEZZOD, nor will Expert appropriate Proprietary Information of MEZZOD by using it in any manner other than to promote and conduct MEZZOD Services for and on behalf of MEZZOD.
  3. Expert acknowledges that all copyrights in and to any Proprietary Information used in the Services belong solely and exclusively to MEZZOD.
  4. Expert agrees not to disclose, or permit to be disclosed, any Proprietary Information to any other person or entity, except as part of conducting a Services engagement specifically agreed between MEZZOD and that person or entity and Expert.
  5. That the use by Expert of the Proprietary Information will be in the benefit of MEZZOD and that Expert will not have any right, title or interest in such Proprietary Information except as set out in this Agreement.
  6. Expert agree to execute, or cause to be made, done or executed without further consideration, any and all such acts and/or documents necessary, in MEZZOD opinion, to give this paragraph full force and effect and to enable MEZZOD to obtain any registration of such Proprietary Information which it may in its sole discretion seek. Expert covenants and agrees not at any time challenge the validity of MEZZOD rights in such Proprietary Information.

5.Commercial Terms

From time to time Users, through MEZZOD, may engage Expert to provide Services to Users on behalf of MEZZOD. Any such engagement shall be governed by the following terms and conditions;

  1. Users will contact and agree a time for a conversation at time that suits both Users and Experts. MEZZOD as a platform is used to connect them both and to align schedules.
  2. Fees.The fees to be paid to Expert by the User will be mutually agreed through MEZZOD marketplace prior to the performance of any Services by Expert.
  3. Finders Fees. MEZZOD welcomes introductions of new Experts and / or Users but no finders fee shall be payable in such event.
  4. Cancellation of Services. MEZZOD will not be held responsible for the cancellation by a User of any arrangement to provide Services other than where MEZZOD has agreed with the User a cancellation charge and has informed Expert of the agreement in writing or by e-mail.
  5. Expenses. MEZZOD shall not reimburse Expert for travel and living expenses incurred by Expert in connection with provision of Services pursuant hereto.
  6. Payment Terms. MEZZOD will pay all fees due to Expert hereunder within max. 30 days of receipt of confirmation of a transaction through the platform or any other agreed documentation. The fee that MEZZOD will pay is the hourly rate that Experts decide to charge Users minus a fee (%) for the usage of the platform and Services associated with it.
  7. Taxes. Expert shall be solely responsible for accounting for all taxes due relating to the provision of Services through our site. Expert shall be fully responsible for and indemnify MEZZOD against any liability, assessment or claim for: (i) taxation whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law; and (ii) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any substitute against us arising out of or in connection with the provision of your services on our site, except where such claim is as a result of any act or omission of MEZZOD.MEZZOD may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Expert.
  8. You must comply with the Bribery Act 2010. Failure to do so may result in the immediate termination of this agreement.
  9. You must not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence under the Criminal Finances Act 2017. Failure to adhere to this paragraph, shall result in the immediate termination of this agreement.
  10. You shall have personal liability for and shall indemnify us for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of these terms, including any negligent or reckless act, omission or default in the provision of your services and shall maintain in force during the period
  11. Non-Solicitation. During the term of this Agreement and for 12 months thereafter, unless expressly agreed otherwise in writing by MEZZOD, Expert agrees;
    1. Not to directly or indirectly canvass, solicit or deal with any person or entity to which the Expert has performed Services on behalf of MEZZOD for the purpose of providing services that are competitive with or substitutable for the Services.
    2. Not to solicit or encourage any employee or agent of MEZZOD to leave their employment or terminate their contract or working arrangements with MEZZOD.
    3. Not to employ, enter into a contract of or for services with, or engage in any other working or business arrangement, or to offer employment of any nature to any person who is or who within the 12 months prior to the date of prospective employment or engagement or offer, has been an employee or agent of MEZZOD.
    4. Assist any other person or entity in any activities mentioned above.

6.Term and Termination.

  1. This Agreement shall become effective through your acceptance of these terms electronically shall continue in force for as long as you use our site.
  2. MEZZOD will monitor Expert’s performance and may reasonably request further information about you or your business activities from time to time. We reserve the right to suspend or terminate your account if you fail to provide us with such information, or if your business conduct or use of the service is detrimental to the quality of the platform in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability or otherwise harmful to our business operation or abusive to buyers.
  3. MEZZOD reserves the right to suspend or terminate your account if you are in breach of the terms and conditions without notice. You agree that MEZZOD, at its sole discretion, may terminate, deactivate and / or suspend any account you may have with us or your use of our site and remove all or any part of your account or any content that you upload.
  4. We may also discontinue, modify or amend any aspect, feature or policy that is on our site. MEZZOD may at its sole discretion and at any time stop providing access to the site, or any part of it, with or without notice and MEZZOD will not be liable to you or any third party for any such termination of access.
  5. Copyright infringing activities are illegal and we reserve the right to terminate any access to our site and remove all content submitted by anyone who is found to be an infringer. Any suspected fraudulent, abusive, or illegal activity may also be referred to appropriate law enforcement bodies. These remedies are in addition to any other remedies that we may have at law.
  6. This Agreement may be terminated sooner in accordance with the following provisions:
    1. Either party shall have the right to terminate this Agreement at any time in the event of a material breach of this Agreement by the other party. Such termination shall be made by written notice and shall become effective thirty (30) days after such notice is given, unless the defaulting party has corrected the breach within such thirty (30) day period.
    2. MEZZOD may terminate this Agreement effective immediately at any time if in the good faith judgement of MEZZOD Expert, in connection with the provision of Services, conducts themselves in an unprofessional or unethical manner, or in any fashion through unacceptable performance undermines MEZZOD client relationship.
    3. MEZZOD may terminate this Agreement effective immediately at any time if, in the good faith judgement of MEZZOD, Expert has infringed any of MEZZOD’ rights in provision of Services, or the use of MEZZOD proprietary Information or Materials.
  7. Upon the earlier of demand by MEZZOD or termination of this Agreement Expert agrees to return to MEZZOD all Materials, including, without limitation, guides, User lists, catalogues, brochures, other advertising material, and any MEZZOD forms, materials and other documents supplied to Expert by MEZZOD in connection with the performance of this Agreement (including but not limited to, materials entrusted to Expert for delivery to clients) all of which are acknowledged by Expert to be and remain the sole and exclusive property of MEZZOD. In such event, the terms that are intended to survive the termination of this Agreement, shall remain applicable and in full force.

7.Use of Trademarks, Service Marks, Trade Names and Copyrights.

Expert acknowledges MEZZOD proprietary rights and copyrights and further acknowledges that any right to use MEZZOD proprietary information and copyright works is governed, in part, by the limitations and restrictions imposed by the copyright laws. MEZZOD is the owner or licensee of all intellectual property rights in the site, including any databases that hold relevant information about the, the site and its services. They are protected by copyright or trademark registration and you may only use any our services in line with these terms. In accordance therewith, the Expert further acknowledges that it has no licence to reproduce perform or use such information or works (except in accordance with their agreement with MEZZOD), and that any unauthorised use, including (without limitation) issue to the public, public performance, or the making of any adaptation or derivative work, may be an infringement of MEZZOD copyright and proprietary rights.

8.Indemnification.

  1. Expert shall defend, indemnify and hold harmless MEZZOD and their respective officers, employees and agents (“Indemnitees”) from and against any and all claims, demands, loss, liability, expense or damage (including attorneys’ fees) which any Indemnitee may suffer or incur as a result of claims, demands or actions by third parties arising from the provision by Expert of Services to any customer, except where such claims or demands (i) are based upon the gross negligence or wilful misconduct of MEZZOD or (ii) arise from Expert’s providing the Services in accordance with this Agreement. Expert’s obligations under this paragraph shall survive the expiration or termination of this Agreement for any reason.
  2. MEZZOD shall indemnify and hold harmless Expert from damages incurred by Expert by reason of any claim by any third party that the Materials infringe any copyright, patent or trademark of such third party. As a condition of this indemnity, Expert shall give MEZZOD prompt notice of any such claim and shall cooperate with MEZZOD in the defence against such claim.

9.Miscellaneous.

  1. Assignment or Sub-licenses. Neither this Agreement nor any of the rights granted hereunder may be assigned or sublicensed by Expert.
  2. Waiver of Breach. Waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any other breach.
  3. Entire Agreement and Counterparts. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and may not be changed except by a writing signed by the parties. This Agreement may be executed in multiple counterparts and any executed counterpart shall be deemed an original for all purposes.
  4. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect its other provisions and, to that end, the provisions of this Agreement shall be deemed severable.
  5. Applicable Law. This Agreement shall be governed and by and construed in accordance with the laws of England and the parties agree to the jurisdiction of the Courts of England.
  6. Notices. All notices shall be in writing and shall be sufficient if delivered personally or sent by email. Notices to MEZZOD shall be sent to support@MEZZOD.com; and notices to Expert shall be sent to the email address that the Expert used at the time of registering. The date of mailing or communication in the manner described in this subsection of this agreement shall be deemed the date of service and receipt of such notice or communication, provided that notice of change of address shall be effective upon actual receipt.