Terms of service

Updated 7 August 2018

Buyer Terms of Service

Please read these Terms of Service carefully as they constitute a legally binding contract. The contract is made between you and MeasureMatch Ltd (trading as MPlease read these terms (“Terms” or “Agreement” or “User Agreement”) carefully as this is a legally binding contract between you a business user (“User”, “Buyer, “you”) and MeasureMatch Limited (trading as MeasureMatch) ("MM", “we”, “our”) in connection with the provision of consultancy services by MeasureMatch Experts, via MM’s on-demand professional services marketplace platform (“Platform”). In these Terms you and MM shall together be referred to as the “Parties”.


By registering and using the Platform you indicate that you accept these Terms and that you agree to be bound by them. MM may revise these Terms at any time. If any revision results in a material change, as determined by MM in its sole discretion, MM will notify you via email and your continued use after such notification constitutes acceptance of the revised Terms.


By registering as User on the Platform you accept and agree to the Terms set out in this legally binding contract. You warrant that you are legally capable of entering into binding contracts and if you are registering as an individual and not through a company, you are at least 18 years old at time of registration.

If you are agreeing to these terms on behalf of a legal entity you represent and warrant that;

  1. you have the authority to bind that entity and any representatives it allows to access the Platform or to provide services via the Platform to these Terms
  2. such entity is responsible for any breach of these Terms by any of its representatives; and
  3. “you” and “your” as used herein will refer and apply to that entity and the persons that access the Platform on its behalf.

These Terms must be read in conjunction with the Code of Conduct and Privacy Policy. In the event of conflict between these Terms and any other terms and conditions and policies on the Platform, these Terms shall prevail in relation to the contract between you as a User and MM.


Information about MM

MM operates the website http://www.measurematch.com ("Website"). MM is a company incorporated in England and Wales with company number 10199524 whose registered office is at Unit 2.05 12-18 Hoxton Street, London, England, N1 6NG. MM’s VAT number is 253943881.

1. Introduction to the Platform

1.1 Description of the Platform. MM provides a specialised online marketplace ("Platform") which links you, a business user seeking to post digital marketing or other such related work ("Buyer") with Experts who are individual contractors, consultants or companies who have registered on the Platform. Buyers and Experts are able to conduct a dialogue about prospective engagements (including scope, timing and price) and enter into direct agreements for the provision of relevant Projects (“Project(s)”).


1.2 Project Contracts. Any such agreements (including without limitation, pricing, milestones for payments, timing, scope of the work, deliverables and other Project related issues) (“Project Contracts”) are a matter for negotiation and resolution between Buyers and Experts alone. MM is solely the provider of a marketplace technology infrastructure to enable Buyers and Experts to meet and consider working together and entering into such agreements directly.


1.3 Payments on the Platform. MM is remunerated by way of: (i) a commission fee for the Project as in force and communicated to the Expert from time to time; and (ii) the notified administrative fee from time to time. Details of these payments can be found in the MM FAQs.


1.4 No Guarantee of Project Services. Registration on the Platform as a Buyer is not intended to and does not operate as a promise or guarantee of any kind by MM to a Buyer that (a) it will be successful in any search for Experts for Projects or (b) any relevant Project services will be in fact provided by an Expert. No material on the site is intended to contain advice, and you should not rely on it. We exclude all legal responsibility and costs for reliance placed on the site by anyone.


1.5 Changes to the Platform. MM is constantly changing and improving the Website and our Platform but we do not have to do this and material you access may be out-of-date. We may add or remove functionalities or features, and we may suspend or stop the Platform altogether. You can stop using our Platform at any time, although we’ll be sorry to see you go. We may also stop providing the Platform to you, or add or create new limits to our Platform at any time.


2. Your Account - Registration and Eligibility

2.1 Registration. The Platform is for business use only and all Buyers must complete the registration form on the Website which incorporates a User Profile (“Profile”). Each Buyer consents to the publication on the Website of its Profile and only individuals who are registered on the Website either directly in their own names or indirectly through a company can submit Projects. MM has absolute discretion to decide whether to approve or reject a registration.

2.2 Basic Warranties from Buyers. By registering on the Platform, a Buyer warrants: (i) that they are legally capable of entering into binding contracts (on their own behalf or on behalf of the relevant company or entity) and (ii) where the Buyer registers as an individual and not through a company that he or she is at least eighteen (18) years old at date of registration (iii) they are requesting the Project services as a business and not as a consumer.

2.3 Obligation to Update Your Information. A Buyer is obliged to keep their registered information up-to-date. MM reserves the right to verify the identity of any person seeking to register as an Expert and an Expert hereby authorises MM to make such checks (whether by way of identity documentation or enquiries of third parties) as are reasonable and necessary.

2.4 Responsibility for Login Credentials. Each Buyer will be required to choose a username and password ("Access Information") in order to access the Platform and shall be solely responsible for safeguarding such Access Information and keeping it confidential. Each Buyer shall notify MM immediately via email should it believe that unauthorised use has been made of Access Information or its account has been accessed without authorisation.

3. Independent Contractor Status

As a Buyer, you acknowledge and agree that your relationship to MM is that of an independent contractor and buyer of professional services, and that:

  1. you have no authority to act on behalf of MM;
  2. MM does not, in any way, supervise, direct, or control your conduct in relation to Projects;
  3. MM is not a party to any contract you may enter into with Experts and will not have any liability or obligations whatsoever under any such contracts;
  4. neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits or employment rights whatsoever from MM;
  5. you shall be solely responsible for compliance with all laws and regulations in connection with your business in providing Projects to Experts; and
  6. without prejudice to the generality of (e) above, you shall be solely responsible for payment of any and all taxes in connection with your business.

4. Insurance

You acknowledge and understand that MM does not maintain or offer professional insurance of any kind or amount, on behalf of Experts using the Platform or in respect of Projects.

5. Pitching for Projects

By submitting a Project, the Buyer hereby represents and warrants that it is permitted by all laws and regulations and has all consents and approvals and is not aware of any agreements or arrangements which prevent or restrict it to submit the relevant Project via the Platform

6.  Required Terms between Experts and Buyers

6.1 Unless otherwise agreed in writing by MM, each Project Contract must incorporate terms and conditions substantially similar to and at least as protective of MM as the following:

  1. Buyer Payments. Buyer will pay MM the fees and all other agreed amounts for the Project in accordance with its agreement with MM.
  2. MM Beneficiary Rights. Buyer and Expert understand and agree that MM is an intended third party beneficiary of each Project Contract and that MM has the right to enforce its rights under a Project Contract on its own behalf.
  3. Project Information Rights. Expert and Buyer will provide MM with information in connection with the Project on reasonable request by MM.

6.2 MM and the Platform only facilitate connections between Buyers and Experts. The agreed Project terms and conditions shall be solely a matter between Buyers and Experts and in this regard MM will make best endeavours to facilitate any dispute resolution but accepts no responsibility whatsoever for resolving any disputes between the Buyers and Experts.

6.3 For the avoidance of doubt, the required terms in clause 6.1 above do not constitute legal advice from MM and Experts and Buyers should consult independent counsel in drafting and negotiating any Project Contracts.

7. Buyer Obligations

7.1 Non Circumvent. You agree that MM has given Buyers access to its Platform, we have enabled Buyers to find suitable Experts for Projects and have generated marketing leads for Experts. Our services have benefitted you by saving your time and money and by connecting you to relevant professionals and businesses. This Platform which has benefitted you has been built up over time and at substantial cost to us and therefore you accept and agree that during the time you are a registered User on the Platform and for a period of twelve (12) months after you cease to be a registered User on the Platform you will not circumvent the Platform by, without limitation;

  1. Contacting any Expert or Buyer for Project work through channels other than on the Platform;
  2. Accepting or disbursing payments through channels other than the Platform;
  3. Referring or sharing contact details obtained from the Platform or Users to non-users of Platform;
  4. Soliciting Projects or offering Projects to Users through any channel other than the Platform.

Furthermore, you understand and agree that if you circumvent the Platform or are found in breach of the terms above you will be liable to pay us a commission which commensurate to our latest commission structure as though the relevant Project was.

Nothing in this clause 7.1 shall restrict a Buyer or Expert from engaging independently from the Platform where it can demonstrate it has a pre-existing engagement contract.

7.2 Warranties. Unless otherwise specified in a Project Contract with an Expert, each Buyer hereby agrees and warrants:

  1. to devote such time as is reasonably necessary to instruct and engage with the Expert in relation to the Project services;
  2. to follow the processes for scheduling, conducting and cancelling/postponing Projects as set out on the Platform;
  3. to cooperate fully with MM and its affiliates in connection with any inquiry or investigation (whether formal or informal), and any defence or prosecution of any claims or actions;
  4. to be responsible for compliance with all applicable laws, rules and regulations including Data Protection regulations, in relation to its own business as it relates to a Project;
  5. to use the Platform in full compliance with all applicable laws and these Terms and the Code of Conduct;
  6. not to (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Platform in any unauthorized manner;  (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Platform or any part thereof in any form or manner or by any means; (iii) harvest or scrape any content or data from the Platform ; (iv) remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the Platform; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Platform or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law); (vi) utilize the Platform to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) circumvent any functionality that controls access to or otherwise protects the Platform; or (viii) permit any third party to engage in any of the foregoing.

Any attempt to do any of the foregoing clause 7.2 is a material breach of these Terms.

7.3 No Infringement of Intellectual Property. Without prejudice to any other terms in this agreement, Buyers hereby warrant at all times that their conduct in connection with any Project and the content and format of any materials used or supplied will not infringe the copyright rights or other intellectual property rights of any third party and hereby indemnifies MM from and against any costs claims damages or expenses (including reasonable legal expenses) that it may incur or suffer as a result of any breach of this warranty.

8. Payment Terms

8.1 Payment by Buyers. You agree to pay on the due date, the Project Fee agreed with the Expert on the Platform or, if relevant, the first instalment as agreed on the Platform as well as any agreed disbursements (for example travel expenses) into a designated bank account in the name of MM, details of which are on the confirmation in relation to the Project.

8.2 Buyer Payment Timing. Payment from Buyers is due within 10 business days from the date of the invoice from MM (which will be sent to the Buyer on completion of each Project).

8.3 MM Fees. MM shall retain the agreed share of Project Fee as per the terms published from time to time on the Website.

8.4 VAT. All references to fee and charges on the Platform are exclusive of VAT, unless otherwise stated. Invoices issued by MM will include VAT where applicable. Each Expert agrees to provide MM with details of her/his VAT status (as an independent consultant/practitioner) or her/his business VAT status.

8.5 No Liability of MM. MM is not liable for any payments to the Expert, including any interest costs, currency exchange changes, penalties or fines.

8.5 Set Off. MM may set off against any amounts payable to Expert any payment of any amount owed by Expert to MM, including without limitation amounts which are due or may be due under the indemnities from the Expert pursuant to these Terms, or to HMRC, if HMRC does, or is likely, in MM’s reasonable opinion, to claim any VAT from MM). Any such payment made by MM shall be without prejudice to any claims or rights which MM may have against Expert.

8.6 Currency Fluctuations. The Platform operates in US$ and MM shall deduct from such sums as shall be necessary to compensate it for any foreign currency losses suffered as a result of payments being made into or out in a currency other than US$. The cost of such deduction will be borne by either the Buyer or the Expert, as per the terms of the Project Sheet. MM will always use reasonable efforts to minimise the effect of any currency fluctuations.

9. Confidentiality

Each Party will keep confidential on a continuing basis all Confidential Information they may acquire from the other Party and to use the Confidential Information only for the purposes of performing their obligations in connection with or as permitted by this Agreement. As used herein, “Confidential Information” means all confidential and proprietary information of a Party disclosed to the other Party whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including but not be limited to: (a) the identity of Buyers; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Buyer; (d) the terms and conditions in all Project Contracts or other agreements executed with Clients; (e) your content; and (f) any other nonpublic or proprietary information of MM or Buyers. Confidential Information shall not include any information that a recipient can show: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to the recipient prior to its disclosure by the disclosing Party; (iii) was independently developed by the recipient without breach of any obligation owed to the disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the disclosing Party. Each Party may disclose the other Party’s Confidential Information to its employees, agents, representatives, legal, financial or other professional advisors who have a need to know such Confidential Information for purposes of this Agreement and who are bound to protect such Confidential Information as required hereby.  Each party will ensure that its officers and employees comply with the provisions of this clause 9.

10. Platform License and Intellectual Property Rights

10.1 License to Use Platform. Subject to your compliance with these Terms, MM hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Platform for your internal business purposes only, and subject to the limitations set forth below. These terms do not grant you the right to use any branding or logos displayed on the Website or used in our Platform. MM reserves any and all rights not expressly granted to you pursuant to these Terms. Save as stated in this clause 10, you shall have no rights to the intellectual property of MM, its licensors or other users on the Platform.

10.2 MM Intellectual Property Rights. The Platform’s “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that MM and/or its licensors own all rights, title and interest in and to the Platform (including all related intellectual property rights) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all: (a) suggestions for correction, change and modification to the Platform and other feedback, information and reports you provide to the Company and all (b) improvements, revisions, modifications or enhancements, whether made, created or developed by MM or otherwise relating to the Platform, are and will remain the property of MM. You hereby assign to MM any and all rights, title and interest that you may have in and to any and all of (a) and (b) above.

10.3 General Intellectual Property Rights. All materials made available to Buyers on the Platform, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws and remain the property of the copyright owner stated. MM has the agreement of the copyright owner to make these materials available and does so on a good faith basis without warranting the quality or appropriateness of these materials for specific Projects. Buyers may not use such materials in any way other than for the conduct of Projects.

10.4 Project IP. Ownership of intellectual property rights in connection with a Project engagement between Experts and Buyer shall be solely a matter of the contract between those parties. MM is not responsible and gives no undertakings in connection with the intellectual property rights in any materials and information in connection with any Project.

10.5 MM Trademarks. MM and the MM logo are trademarks registered in various locations, including but not limited to in the European Union and The United States of America.

11. Your Information and Content

11.1 Rights and License to Buyer Content. You represent and warrant that you own or have a valid license to all content or other materials you upload, post, publish or display through the Platform, inclusive of any Project work. You hereby grant MM and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use such content and materials in connection with the operation and promotion of the Platform. Material and content that you upload will be regarded as non-confidential and we can copy it, distribute it, and show it to other people for any purpose.

11.2 Compliance with Code of Conduct. You hereby agree to comply with the terms of the Code of Conduct in connection with your use of the Platform, including not uploading any prohibited content to the Platform.

11.3 MM Right to Retain, Use User Content. Notwithstanding the confidentiality obligations in this agreement, you acknowledge and agree that MM may:

  1. preserve and/or disclose your content uploaded to the Platform if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms; (iii) respond to claims that any of your Content violates the rights of third parties; or (iv) protect the MM and its related parties, the Platform, Platform users and/or the general public;
  2. use the registered information to contact a Buyer (by phone, email or otherwise) at any time. It is further agreed that MM may retain, in a manner consistent with its Privacy Policy, the registered information once an application has been made to be registered as a Buyer; and
  3. utilise and publish any Expert profile, in whole or in part, in its marketing materials, whether contained on the Website or elsewhere.
  4. monitor the use of the MeasureMatch platform, including all content and communications, to determine compliance with these terms and to maximise customer service and business optimization opportunities.

You agree that if anyone else claims to own the content or material, or says that it breaches their rights, we can give them your identity. We can remove it at any time if we think it does not follow our acceptable use policy.

11.4 Storage and Processing of Data. Information provided by each Buyer or relating to a Project may be stored in databases in the United Kingdom and the United States and will be accessed by MM staff and third parties with whom MM has contracted. The information may also be held, processed, and transferred inside or outside the European Economic Area. MM reserves the right to delete all data therein thirty (30) days after the end of the associated Project.

12. Disclaimer, Limitation of Liability and Indemnity

12.1 Disclaimer of Liability. We provide our Platform on an “as is” basis using a commercially reasonable level of skill and care and we hope that you will enjoy using it. But there are certain things that we do not promise about our services.  To the maximum extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Website and/or Platform or any content on it, whether express or implied.

12.2 Limitation of Liability. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (a) use of, or inability to use, the Website and/or Platform; or (b) use of or reliance on any content displayed on the Website and/or Platform. Please note that in particular, we will not be liable for (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss of business opportunity, goodwill or reputation; or (e) any indirect or consequential loss or damage.

We do not guarantee that the Website and/or Platform will be secure or free from bugs or viruses and you should use your own virus protection software. We will not be liable for any loss or damage caused by any virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programmes, data or other proprietary material due to your use of our Website or by your downloading of any content on it, or on any website linked to it.

To the extent permitted by law, the total liability of MM, and any related entities, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Platform (or, if we choose, to supplying you the Platform services again).

Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

12.3 Indemnity. You agree to indemnify and hold harmless MM and its affiliates, officers, employees, representatives and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Platform; (b) any engagement with Experts; (c) your content; and (d) your violation of these Terms.  Furthermore, each Buyer hereby indemnifies MM for any tax levied on MM or its related entities or payments required by HMRC or any other taxation authority as a result of posting Projects on the Platform.

13. Termination

You may cease using the Platform at any time, subject to complying with any ongoing obligations under these Terms or in connection with a Project contract. MM reserves the right to terminate these Terms and your use of the Platform at its sole discretion at any time and for any reason. Without prejudice to the generality of the foregoing sentence, if MM learns that you have committed a material breach of these Terms or the Code of Conduct (including but not limited to the disclosure of Confidential Information) or you are bankrupt or insolvent or unable to pay your debts or steps are taken in connection with a potential bankruptcy or insolvency, MM will immediately terminate your use of the Platform and withhold payments for Projects already conducted but not yet paid and possibly seek to recover any profit earned from direct dealings in breach. MM also reserves its right to take such other action as it seems appropriate. MM also reserves its right to take such other action as it deems appropriate.

The following clauses will survive termination of these Terms: clauses 1, 2, 3 and 7 to 12 (inclusive), 15 and this clause 13.

14. Website Links

14.1 Linking to MM Website. You may link to and from the Website, provided; (a) you do so in a way that is fair and legal and does not cause us to breach any of our legal or regulatory obligations or damage our reputation or take advantage of it; (b) you do not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists; (c) you do not cause the Website to be framed on any other website. We reserve the right to withdraw linking permission without notice.

14.2 Third party links. The Website may contain internet addresses, links and/or hyperlinks to other websites, which are not operated or monitored by us. The links to other websites are for your convenience and we do not accept any responsibility or liability for enabling you to link to any other website, for the contents of any other website, for the security of any other website, or for any consequence of your acting upon the contents of such website. No endorsement or approval of any third parties or their advice, opinions, information, products or services is expressed or implied by any information on the Website. It is your responsibility to check the terms and conditions and privacy policies which are applicable to such other third party websites.

15. General

15.1 No Authority. Except as expressly agreed in writing, you will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of MM or to make any representations or warranties on behalf of MM or any Expert. You shall not make any unauthorised use of MM's name logo or brand.

15.2 No Employment, Partnership, JV. Your status as a Buyer does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between that party and MM and/or any Expert.

15.3 Waiver. Any omission to exercise, or delay in exercising, any right or remedy under this agreement shall not constitute a waiver of that, or any other, right or remedy.

15.4 Entire Agreement. The terms of this agreement and any document or policy expressly referred to within its provisions constitute the whole agreement between MM and you and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between MM and you relating to the subject matter.

15.5 Assignment and Subcontracting. MM shall be entitled to assign the benefit of this agreement but the Expert shall not be permitted to assign the benefit of this agreement. MM shall be entitled to sub contract the performance of this agreement in its sole discretion. Any purported assignment, transfer, subcontracting, delegation, charging or dealing by a Buyer in contravention of this clause shall be ineffective.

15.6 Force Majeure. MM will not be liable to the other party for its inability or failure to operate the Platform perform, or any failure or delay in performance of its obligations under these Terms caused by a force majeure event, being any event or circumstances beyond the control of any party, including without limitation fire, flood, explosion, earthquake, storm or other natural disaster; civil commotion, hostilities (whether war is declared or not), sabotage, an act of terrorism as defined in the Terrorism Act 2000 or any analogous law, chemical or biological contamination; the acts of any public authority or imposition of any government sanction, embargo or similar action; compliance with any law, judgement, order or decree; any labour dispute or strike; the interruption or failure of any utility services or network, and any systemic virus including any malicious acts whatsoever including hacking, attacks on systems, viruses or deception.

15.7 Severability. If any provision of this agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this agreement will remain in full force and effect and will not in any way be impaired. If any provision of this agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

15.8 Further Assurance. Buyer shall from time to time, on the request of MM, use all reasonable endeavours to execute any additional documents and do or procure any other acts or things which may reasonably be required to give full effect to this agreement.

15.9 Third Party Rights. Except as expressly stated or contemplated in respect of the rights of MM, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

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

15.11 Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) although MM retains the right to bring proceedings against you for breach of this agreement in your country of residence or any other relevant country.

Expert Terms of Service

Please read these Terms of Service (“Terms” or “Agreement”) including the Schedules carefully as this is a legally binding contract between you an Expert (as defined below) and MeasureMatch Limited (trading as MeasureMatch) ("MM") in connection with provision by you (“Expert”, “User” “you”) of consultancy services to business users via MM’s specialised online marketplace (“Platform”). In these Terms you and MM shall together be referred to as the “Parties”.


By registering and using the Platform you indicate that you accept these Terms and that you agree to be bound by them. MM may revise these Terms at any time. If any revision results in a material change, as determined by MM in its sole discretion, MM will notify you via email and your continued use after such notification constitutes acceptance of the revised Terms.


By registering as User on the Platform you accept and agree to the terms set out in this legally binding contract. You warrant that you are legally capable of entering into binding contracts and if you are registering as an individual and not through a company, you are at least 18 years old at time of registration.


If you are agreeing to these terms on behalf of a legal entity you represent and warrant that;

  1. you have the authority to bind that entity and any representatives it allows to access the Platform or to provide services via the Platform to these terms
  2. such entity is responsible for any breach of these terms by any of its representatives; and
  3. “you” and “your” as used herein will refer and apply to that entity and the persons that access the Platform on its behalf.

These Terms must be read in conjunction with the Code of Conduct and Privacy Policy. In the event of conflict between these Terms and any other terms and conditions and policies on the Platform, these Terms shall prevail in relation to the contract between you as an Expert and MM.


Information about MM

MM operates the website www.measurematch.com ("Website"). MM is a company incorporated in England and Wales with company number 10199524 whose registered office is at 12-18 Hoxton Street, London, England, N1 6NG. MM’s VAT number is 253943881.


1. Introduction to the Platform

1.1 Description of the Platform. MM provides a specialised on-demand services marketplace ("Platform") which links business users ("Buyers") with Experts who are individual contractors, consultants or companies who have registered on the Platform. Buyers and Experts are able to conduct a dialogue about prospective service engagements (including scope, timing and price) and enter into direct agreements for the provision of relevant professional data, analytics and related technology services (“Project(s)”).

1.2 Project Contracts. Any such agreements (“Project Contracts”) are a matter for negotiation and resolution between Buyers and Experts alone. MM is solely the provider of a marketplace technology infrastructure to enable Buyers and Experts to meet and consider working together and entering into such agreements directly.

1.3 Payments on the Platform. MM is remunerated by way of: (i) a commission fee for the booking as in force and communicated to the Expert from time to time; and (ii) the notified administrative fee from time to time.  Details of these payments can be found in the MM FAQs. The Platform incorporates an online escrow payment mechanism through which services are paid for and MM’s fees are deducted.

1.4 No Guarantee of Projects. Registration on the Platform as an Expert is not intended to and does not operate as a promise or guarantee of any kind by MM (a) to an Expert that it will be successful in any tender for Projects or (b) to a Buyer of any relevant Project services provided by an Expert.

No material on the site is intended to contain advice, and you should not rely on it. We exclude all legal responsibility and costs for reliance placed on the site by anyone.

1.5 Changes to the Platform MM is constantly changing and improving the Website and our Platform but we do not have to do this and material you access may be out-of-date. We may add or remove functionalities or features, and we may suspend or stop the Platform altogether. You can stop using our Platform at any time, although we’ll be sorry to see you go. We may also stop providing the Platform to you, or add or create new limits to our Platform at any time.

2. Your Account - Registration and Eligibility

2.1 Registration. The Platform is for business use only and all Experts must complete the registration form on the Website which incorporates a user profile (“Profile”). Each Expert consents to the publication on the Website of its Profile and only individuals who are registered on the Website either directly in their own names or indirectly through a company can tender for Projects. MM has absolute discretion to decide whether to approve or reject a registration.


2.2 Basic Warranties from Experts. By registering on the Platform, an Expert warrants: (i) that they are legally capable of entering into binding contracts and (ii) where the Expert registers as an individual and not through a company that he or she is at least eighteen (18) years old at date of registration (iii) they are providing the Project services as a business and not as a consumer.


2.3 Obligation to Update Your Information. An Expert is obliged to keep their registered information up-to-date. MM reserves the right to verify the identity of any person seeking to register as an Expert and an Expert hereby authorises MM to make such checks (whether by way of identity documentation or enquiries of third parties) as are reasonable and necessary.


2.4 Responsibility for Login Credentials. Each Expert will be required to choose a username and password ("Access Information") in order to access the Platform and shall be solely responsible for safeguarding such Access Information and keeping it confidential. Each Expert shall notify MM immediately via email should it believe that unauthorised use has been made of Access Information or its account has been accessed without authorisation.


3. Independent Contractor Status

As an Expert, you acknowledge and agree that your relationship to MM is that of an independent contractor and vendor rendering professional services, and that:

  1. you have no authority to act on behalf of the MM;
  2. MM does not, in any way, supervise, direct, or control your performance of services;
  3. MM is not a party to any contract you may enter into with Buyers and will not have any liability or obligations whatsoever under any such contracts;
  4. neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits or employment rights whatsoever from MM;
  5. you shall be solely responsible for compliance with all laws and regulations in connection with your business in providing services to Buyers; and
  6. without prejudice to the generality of (e) above, you shall be solely responsible for payment of any and all taxes in connection with your business.


4. Insurance

You acknowledge and understand that MM does not maintain or offer professional insurance of any kind or amount, on behalf of Experts using the Platform or in respect of Projects. By registering and using the Platform, Experts must have adequate insurance professional indemnity insurance (including travel insurance if travel required) in respect of conduct of the relevant Projects.


5. Pitching for Projects

By tendering for a Project, the Expert hereby represents and warrants:

  1. it is not aware of any actual or anticipated conflict of interests for the relevant parties in performing the Project;
  2. it is permitted and has all consents and approvals to perform the Project under applicable laws and regulations;
  3. it is not aware of any agreements or arrangements (written or oral) which prevent or restrict the performance of the Project (including contractual, employment, or otherwise); and
  4. it is technically able to be delivered to the standards reasonably expected by the Buyer assuming the Buyer has in turn been clear as to their requirements.


6.  Required Terms between Experts and Buyers

Unless otherwise agreed in writing by MM, each Project Contract must incorporate terms and conditions substantially similar to and at least as protective of MM as the following:

  1. Buyer Payments. Buyer will pay MM the fees and all other agreed amounts for the Project in accordance with its agreement with MM.
  2. MM Beneficiary Rights. Buyer and Expert understand and agree that MM is an intended third party beneficiary of each Project Contract and that MM has the right to enforce its rights under a Project Contract on its own behalf.
  3. Project Information Rights. Expert and Buyer will provide MM with information in connection with the Project on reasonable request by MM.

6.2 MM and the Platform only facilitate connections between Buyers and Experts. The agreed Project terms and conditions shall be solely a matter between Buyers and Experts and in this regard MM will make best endeavours to facilitate any dispute resolution but accepts no responsibility whatsoever for resolving any disputes between the Buyers and Experts.


6.3 For the avoidance of doubt, the required terms in clause 6.1 above do not constitute legal advice from MM and Experts and Buyers should consult independent counsel in drafting and negotiating any Project Contracts.


7. Expert Obligations

7.1 Non Circumvent. You agree that MM has provided Experts access to its Platform, we have enabled Buyers to find suitable Experts for Projects and have generated marketing leads for Experts. Our services have benefitted you by saving your time and money and by connecting you to relevant professionals and businesses. This Platform which has benefitted you has been built up over time and at substantial cost to us and therefore you accept and agree that during the time you are a registered User on the Platform and for a period of twelve (12) months after you cease to be a registered User on the Platform you will not circumvent the Platform by, without limitation;

  1. Contacting any Expert or Buyer for Project work through channels other than on the Platform;
  2. Accepting or disbursing payments through channels other than the Platform;
  3. Referring or sharing contact details obtained from the Platform or Users to non-users of Platform;
  4. Soliciting Projects or offering Projects to Users through any channel other than the Platform.

Furthermore, you understand and agree that if you circumvent the Platform or are found in breach of the terms above you will be liable to pay us a commission which commensurate to our latest commission structure as though the relevant Project was.

Nothing in this clause 7.1 shall restrict a Buyer or Expert from engaging independently from the Platform where it can demonstrate it has a pre-existing engagement contract.


7.2 Warranties. Unless otherwise specified in a Project Contract with a Buyer, each Expert hereby agrees and warrants:

  1. to perform the Project services in accordance with the service levels agreed with the Buyer and with a view to achieving the Project deliverables and objectives within the agreed milestones;
  2. to devote such time as is necessary to the provision of the Project services and give the Buyer the full benefit of the Expert’s knowledge, expertise and skills in the performance of the Project;
  3. to work and co-operate with the Buyer in the conduct of the Project and the services;
  4. to keep the Buyer informed regularly of, and promptly respond to, any of Buyer’s requests relating to the Project;
  5. to follow all instructions given by the Buyer in relation to the Project;
  6. to immediately inform the Buyer of any changes in  Expert’s method of doing business which might affect the provision of the services or the progress of the Project;
  7. not to sub-contract their obligations to provide Project services without the express prior agreement of the Buyer;
  8. at all times to act with all due care, skill and good industry practice (i.e. the exercise of the highest level of professional skill, care, prudence, diligence, expertise, quality control and foresight expected of an expert in their relevant field of expertise) in delivering the Project and any dealings with Buyers;
  9. to cooperate fully with MM and its affiliates in connection with any inquiry or investigation (whether formal or informal), and any defence or prosecution of any claims or actions;
  10. to follow the processes for scheduling, conducting and cancelling/postponing Projects as set out on the Platform;
  11. to notify MM and the Buyer as soon as possible if he/she becomes ill or is otherwise unable to provide the Project services and to use reasonable endeavours to secure at its own expense a suitably qualified alternative Expert to provide the relevant Projects subject to Buyer acceptance of the suggested alternative (which acceptance shall be communicated through the Platform);
  12. to be responsible for compliance with all applicable laws, rules and regulations including Data Protection regulations and that it will comply with guidelines issued by the client including any expenses policies;
  13. they will redirect the Buyer to the Platform if they receive a direct solicitation to tender for future Projects;
  14. they will comply with any health and safety guidelines of the Buyer if / whilst on Buyer’s premises and will notify the Buyer of any health and safety issues that it becomes aware of;
  15. they will correspond with the Buyer only via the notified email link from the Platform;
  16. not to incorporate into any Project work, confidential or proprietary information or the intellectual property of third parties;
  17. you will only use the Platform in full compliance with all applicable laws and these Terms and the Code of Conduct;
  18. you will not (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Platform in any unauthorized manner;  (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Platform or any part thereof in any form or manner or by any means; (iii) harvest or scrape any content or data from the Platform ; (iv) remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the Platform; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Platform or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law); (vi) utilize the Platform to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) circumvent any functionality that controls access to or otherwise protects the Platform; or (viii) permit any third party to engage in any of the foregoing.

Any attempt to do any of the foregoing clause 7.2 is a material breach of these Terms.

7.3 No Infringement of Intellectual Property. Without prejudice to any other terms in this agreement, Experts hereby warrant at all times that their conduct of any Project services and the content and format of any materials used or supplied will not infringe the copyright rights or other intellectual property rights of any third party and hereby indemnifies MM from and against any costs claims damages or expenses (including reasonable legal expenses) that it may incur or suffer as a result of any breach of this warranty.

8. Payment Terms

8.1 Payment to Experts. Our commitment to Experts is to pay your fees (after deducting any amounts due to MM) within 3 business days following receipt of payment from Buyers, subject to successful completion of the Project or after a mutually agreed Project milestone has been delivered. MM reserves the right to withhold all or some of the fee if the Expert has materially failed to meet its obligations as instructed by the Buyer.

8.2 Payment. MM will ensure the Buyer shall be required to pay the Project fee agreed with the Expert on the Platform or, if relevant, the first instalment as agreed on the Platform as well as any agreed disbursements (for example travel expenses) into a separately designated bank account in the name of MM, details of which are on the confirmation in relation to the Project.

8.3 Buyer Payment Timing. Payment from Buyers is due within 10 business days from the date of the invoice from MM (which will be sent to the Buyer on completion of each Project).

8.4 MM Fees. MM shall retain the agreed Project fee as set out in the terms published from time to time on the Website.

All references to fees and charges are exclusive of VAT, unless otherwise stated. Invoices issued by MM will include VAT where applicable. Each Expert agrees to provide MM with details of its VAT status.

8.5 Set Off. MM may offset against any amounts payable to Expert any payment of any amount owed by Expert to MM, including without limitation amounts which are due or may be due under the indemnities from the Expert pursuant to these Terms, or to HMRC, if HMRC does, or is likely, in MM’s reasonable opinion, to claim any VAT from MM). Any such payment made by MM shall be without prejudice to any claims or rights which MM may have against Expert.

8.6 Currency Fluctuations. The Platform operates in US$ and MM shall deduct such sums as shall be necessary to compensate it for any foreign currency losses suffered as a result of payments being made into or out of the Escrow Account in a currency other than US$. The cost of such deduction will be borne by either the Buyer or the Expert, as per the terms of the Project Sheet. MM will always use reasonable efforts to minimise the effect of any currency fluctuations on the payments received by Experts.

9. Confidentiality

Each Party will keep confidential on a continuing basis all Confidential Information they may acquire from the other Party and to use the Confidential Information only for the purposes of performing their obligations in connection with or as permitted by this Agreement. As used herein, “Confidential Information” means all confidential and proprietary information of a Party disclosed to the other Party whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including but not be limited to: (a) the identity of Buyers; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Buyer; (d) the terms and conditions in all Project Contracts or other agreements executed with Clients; (e) your content; and (f) any other nonpublic or proprietary information of MM or Buyers. Confidential Information shall not include any information that a recipient can show: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to the recipient prior to its disclosure by the disclosing Party; (iii) was independently developed by the recipient without breach of any obligation owed to the disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the disclosing Party. Each Party may disclose the other Party’s Confidential Information to its employees, agents, representatives, legal, financial or other professional advisors who have a need to know such Confidential Information for purposes of this Agreement and who are bound to protect such Confidential Information as required hereby.  Each party will ensure that its officers and employees comply with the provisions of this clause 9.

10. Platform License and Intellectual Property Rights

10.1 License to Use Platform. Subject to your compliance with these Terms, MM hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Platform for your internal business purposes only, and subject to the limitations set forth below. These terms do not grant you the right to use any branding or logos displayed on the Website or used in our Platform. MM reserves any and all rights not expressly granted to you pursuant to these Terms. Save as stated in this clause 10, you shall have no rights to the intellectual property of MM, its licensors or other users on the Platform.


10.2 MM Intellectual Property Rights. The Platform’s “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that MM and/or its licensors own all rights, title and interest in and to the Platform (including all related intellectual property rights) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all: (a) suggestions for correction, change and modification to the Platform and other feedback, information and reports you provide to the Company and all (b) improvements, revisions, modifications or enhancements, whether made, created or developed by MM or otherwise relating to the Platform, are and will remain the property of MM. You hereby assign to MM any and all rights, title and interest that you may have in and to any and all of (a) and (b) above.


10.3 General Intellectual Property Rights. All materials made available to Experts on the Platform, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws and remain the property of the copyright owner stated. MM has the agreement of the copyright owner to make these materials available and does so on a good faith basis without warranting the quality or appropriateness of these materials for specific Projects. Experts may not use such materials in any way other than for the conduct of Projects.


10.4 Project IP. Ownership of intellectual property rights in connection with a Project engagement between Experts and Buyer shall be solely a matter of the contract between those parties. MM is not responsible and gives no undertakings in connection with the intellectual property rights in any materials and information in connection with any Project.


10.5 MM Trademarks. MM and the MM logo are trademarks registered in various locations, including but not limited to in the European Union and The United States of America.


11. Your Information and Content

11.1 Rights and License to Expert Content. You represent and warrant that you own or have a valid license to all content or other materials you upload, post, publish or display through the Platform, inclusive of any Project work. You hereby grant MM and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use such content and materials in connection with the operation and promotion of the Platform. Material and content that you upload will be regarded as non-confidential and we can copy it, distribute it, and show it to other people for any purpose.

11.2 Compliance with Code of Conduct. You hereby agree to comply with the terms of the Code of Conduct in connection with your use of the Platform, including not uploading any prohibited content to the Platform.

11.3 MM Right to Retain, Use Expert Content. Notwithstanding the confidentiality obligations in this agreement, you acknowledge and agree that MM may:

  1. preserve and/or disclose your content uploaded to the Platform if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce these Terms; (iii) respond to claims that any of your Content violates the rights of third parties; or (iv) protect the MM and its related parties, the Platform, Platform users and/or the general public;
  2. use the registered information to contact an Expert (by phone, email or otherwise) at any time. It is further agreed that MM may retain, in a manner consistent with its Privacy Policy (which is available on the Website (https://web.measurematch.com), the registered information once an application has been made to be registered as an Expert; and
  3. utilise and publish any Expert profile, in whole or in part, in its marketing materials, whether contained on the Website or elsewhere.
  4. monitor the use of the MeasureMatch platform, including all content and communications, to determine compliance with these terms and to maximise customer service and business optimization opportunities.

You agree that if anyone else claims to own the content or material, or says that it breaches their rights, we can give them your identity. We can remove it at any time if we think it does not follow our acceptable use policy.

11.4 Storage and Processing of Data. Information provided by each Expert or relating to a Project may be stored in databases in the United Kingdom and the United States and will be accessed by MM staff and third parties with whom MM has contracted. The information may also be held, processed, and transferred inside or outside the European Economic Area. MM reserves the right to delete all data therein thirty (30) days after the end of the associated Project.

12. Disclaimer, Limitation of Liability and Indemnity

12.1 Disclaimer of Liability. We provide our Platform on an “as is” basis using a commercially reasonable level of skill and care and we hope that you will enjoy using it. But there are certain things that we do not promise about our services.  To the maximum extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Website and/or Platform or any content on it, whether express or implied.


12.2 Limitation of Liability. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (a) use of, or inability to use, the Website and/or Platform; or (b) use of or reliance on any content displayed on the Website and/or Platform. Please note that in particular, we will not be liable for (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss of business opportunity, goodwill or reputation; or (e) any indirect or consequential loss or damage.


We do not guarantee that the Website and/or Platform will be secure or free from bugs or viruses and you should use your own virus protection software. We will not be liable for any loss or damage caused by any virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programmes, data or other proprietary material due to your use of our Website or by your downloading of any content on it, or on any website linked to it.


To the extent permitted by law, the total liability of MM, and any related entities, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Platform (or, if we choose, to supplying you the Platform services again).


Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.


12.3 Indemnity. You agree to indemnify and hold harmless MM and its affiliates, officers, employees, representatives and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Platform; (b) any services you provide to Buyers; (c) your content; and (d) your violation of these Terms.  Furthermore, each Expert hereby indemnifies MM for any tax levied on MM or its related entities or payments required by HMRC or any other taxation authority as a result of the Expert offering its services on the Platform (for example if an employment relationship is deemed created), including income tax and social security or similar contributions.


13. Termination

You may cease using the Platform at any time, subject to complying with any ongoing obligations under these Terms or in connection with a Project contract. MM reserves the right to terminate these Terms and your use of the Platform at its sole discretion at any time and for any reason. Without prejudice to the generality of the foregoing sentence, if MM learns that you have committed a material breach of these Terms or the Code of Conduct (including but not limited to the disclosure of Confidential Information) or you are bankrupt or insolvent or unable to pay your debts or steps are taken in connection with a potential bankruptcy or insolvency, MM will immediately terminate your use of the Platform and withhold payments for Projects already conducted but not yet paid and possibly seek to recover any profit earned from direct dealings in breach. MM also reserves its right to take such other action as it seems appropriate. MM also reserves its right to take such other action as it deems appropriate.

The following clauses will survive termination of these Terms: clauses 1, 2, 3 and 7 to 12 (inclusive), 15 and this clause 13.

14. Website Links

14.1 Linking to MM Website. You may link to and from the Website, provided; (a) you do so in a way that is fair and legal and does not cause us to breach any of our legal or regulatory obligations or damage our reputation or take advantage of it; (b) you do not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists; (c) you do not cause the Website to be framed on any other website. We reserve the right to withdraw linking permission without notice.

14.2 Third party links. The Website may contain internet addresses, links and/or hyperlinks to other websites, which are not operated or monitored by us. The links to other websites are for your convenience and we do not accept any responsibility or liability for enabling you to link to any other website, for the contents of any other website, for the security of any other website, or for any consequence of your acting upon the contents of such website. No endorsement or approval of any third parties or their advice, opinions, information, products or services is expressed or implied by any information on the Website. It is your responsibility to check the terms and conditions and privacy policies which are applicable to such other third party websites.

15. General

15.1 No Authority. Except as expressly agreed in writing, you will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of MM or to make any representations or warranties on behalf of MM or any Buyer. You shall not make any unauthorised use of MM's name logo or brand.

15.2 No Employment, Partnership, JV. Your status as an Expert does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between that party and MM and/or any Buyer.

15.3 Waiver. Any omission to exercise, or delay in exercising, any right or remedy under this agreement shall not constitute a waiver of that, or any other, right or remedy.

15.4 Entire Agreement. The terms of this agreement and any document or policy expressly referred to within its provisions constitute the whole agreement between MM and you and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between MM and you relating to the subject matter.

15.5 Assignment and Sub Contracting. MM shall be entitled to assign the benefit of this agreement but the Expert shall not be permitted to assign the benefit of this agreement. MM shall be entitled to sub contract the performance of this agreement in its sole discretion. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing by an Expert in contravention of this clause shall be ineffective.

15.6 Force Majeure. MM will not be liable to the other party for its inability or failure to operate the Platform perform, or any failure or delay in performance of its obligations under these Terms caused by a force majeure event, being any event or circumstances beyond the control of any party, including without limitation fire, flood, explosion, earthquake, storm or other natural disaster; civil commotion, hostilities (whether war is declared or not), sabotage, an act of terrorism as defined in the Terrorism Act 2000 or any analogous law, chemical or biological contamination; the acts of any public authority or imposition of any government sanction, embargo or similar action; compliance with any law, judgement, order or decree; any labour dispute or strike; the interruption or failure of any utility services or network, and any systemic virus including any malicious acts whatsoever including hacking, attacks on systems, viruses or deception.

15.7 Severability. If any provision of this agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this agreement will remain in full force and effect and will not in any way be impaired. If any provision of this agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

15.8 Further Assurance. Experts shall from time to time, on the request of MM, use all reasonable endeavours to execute any additional documents and do or procure any other acts or things which may reasonably be required to give full effect to this agreement.

15.9 Third Party Rights. Except as expressly stated or contemplated in respect of the rights of MM, this agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.

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


15.11 Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) although MM retains the right to bring proceedings against you for breach of this agreement in your country of residence or any other relevant country.