Terms of service

‍

‍

Service Provider Account 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 Service Provider (as defined below) and MeasureMatch Limited (trading as MeasureMatch) ("MM") in connection with provision by you (“Service Provider”, "Expert", “User” “You”) of professional consultancy services to business users via MM’s specialized 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 a User of 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 Service Provider and MM.

Information about MM

MM operates the website web.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 specialized on-demand services marketplace ("Platform") which links business users ("Clients") with Service Provider who are individual contractors or representing agencies, consultancies, systems integrators or companies that have registered to provide services via the Platform. Clients and Service Provider 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 services (“Project(s)”).

‍

1.2 Project Contracts. Any such agreements (“Project Contracts”) are a matter for negotiation and resolution between Clients and Service Providers alone. MM is solely the provider of a marketplace technology infrastructure to enable Clients and Service Providers to meet and consider working together and entering into such agreements directly. IN PARTICULAR MM IS NOT RESPONSIBLE FOR THE FORM, CONTENT OR PROPER DELIVERY OF ANY ELEMENT OF THE PROJECT AND MM EXPECTS THE CLIENT AND THE SERVICE PROVIDER TO SATISFY THEMSELVES PRIOR TO ENTERING INTO ANY PROJECT CONTRACT THAT THERE ARE NO TECHNICAL ISSUES OR TECHNICAL INCOMPATIBILITIES THAT WOULD PREVENT SUCCESSFUL COMPLETION OF THE PROJECT. MM WILL NOT PROVIDE ANY REFUNDS OR UNDERWRITE OR COMPENSATE ANY FEES DUE TO AN SERVICE PROVIDER AS A RESULT OF ANY ISSUES IN THIS REGARD.

‍

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 Service Provider 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 Service Provider is not intended to and does not operate as a promise or guarantee of any kind by MM (a) to an Service Provider that it will be successful in any tender for Projects or (b) to a Client of any relevant Project services provided by an Service Provider.

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 Service Providers must complete the registration form on the Website which incorporates a user profile (“Profile”). Each Service Provider 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 Service Providers. By registering on the Platform, an Service Provider warrants: (i) that they are legally capable of entering into binding contracts and (ii) where the Service Provider 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 Service Provider 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 Service Provider and an Service Provider 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 Service Provider 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 Service Provider 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 Service Provider, 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 Clients 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 Clients; 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 Service Providers using the Platform or in respect of Projects. By registering and using the Platform, Service Providers 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 Service Provider 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 Client assuming the Client has in turn been clear as to their requirements.

6.  Required Terms between Service Providers and Clients

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. Client Payments. Client will pay MM the fees and all other agreed amounts for the Project in accordance with its agreement with MM.
2. MM Beneficiary Rights. Client and Service Provider 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. Service Provider and Client 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 Clients and Service Providers. The agreed Project terms and conditions shall be solely a matter between Clients and Service Providers 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 Clients and Service Providers.

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

7. Service Provider Obligations

7.1 Non Circumvent. You agree that MM has provided Service Providers access to its Platform, we have enabled Clients to find suitable Service Providers for Projects and have generated marketing leads for Service Providers. 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 Service Provider or Client 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, or soliciting work from any third party to whom the Service Provider has been introduced as a consequence of a Project undertaken via the Platform on behalf of a Client;
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 Client or Service Provider 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 Client, each Service Provider hereby agrees and warrants:

1. to perform the Project services in accordance with the service levels agreed with the Client 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 Client the full benefit of the Service Provider's knowledge, expertise and skills in the performance of the Project;
3. to work and co-operate with the Client in the conduct of the Project and the services;
4. to keep the Client informed regularly of, and promptly respond to, any of Client's requests relating to the Project;
5. to follow all instructions given by the Client in relation to the Project;
6. to immediately inform the Client of any changes in  Service Provider'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 Client;
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 Service Provider in their relevant field of expertise) in delivering the Project and any dealings with Clients;
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 Client 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 Service Provider to provide the relevant Projects subject to Client 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 Client 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 Client if / whilst on Client's premises and will notify the Client of any health and safety issues that it becomes aware of;
15. they will correspond with the Client 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.
19. you will refrain from making adverse comments as to the MM service on any third party publications or websites where the circumstances relate to matters that are not within the scope of MM’s responsibilities under this agreement.

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, Service Providers 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 Service Providers. Our commitment to Service Providers is to pay your fees (after deducting any amounts due to MM) within 10 business days following receipt of payment from Clients, 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 Service Provider has materially failed to meet its obligations as instructed by the Buyer.

‍

8.2 Payment. MM will ensure the Client shall be required to pay the Project fee agreed with the Service Providerson 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 Client Payment Timing. Payment from Clients is due within 10 business days from the date of the invoice from MM if paying by bank transfer (invoice will be sent to the Client on completion of each Project or as per terms specified in Service Provider proposal and accepted by Client). If payment by credit card is requested, payment is due within 3 business days from the date of the invoice and is subject to an additional charge of 3% of total contract value.

‍

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 MeasureMatch have VAT applied as required, in line with UK/EEA laws.. Each Service Provider agrees to provide MM with details of its VAT status.

‍

8.5 Set Off. MM may offset against any amounts payable to Service Provider any payment of any amount owed by Service Provider to MM, including without limitation amounts which are due or may be due under the indemnities from the Service Provider 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 Service Provider.

‍

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 Client or the Service Provider, 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 Service Providers.

‍

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 Clients; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Client; (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 Clients. 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 Service Providers 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. Service Providers 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 Service Providers and Client 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 Service Provider 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 Service Provider 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 Service Provider (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 Service Provider; and
3. utilise and publish any Service Provider 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 Service Provider 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.

MM collects Project Fees from Clients and commits to remitting these Project Fees these to Service Providers after deduction of MM fees and other administrative charges.  This commitment represents MM’s sole liability in respect of any contract you may enter into with Clients and  MM will not have any other liability or obligations whatsoever under any such contracts. 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 Clients; (c) your content; and (d) your violation of these Terms.  Furthermore, each Service Provider 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 Service Provider 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.

‍

In line with the terms above, MM also maintains a "No Jerks" policy, which means we reserve the right to terminate these terms and your use of the platform if your behaviour with the MM team, and/or with any platform participant or partner, is deemed as contemptible or offensive.

‍

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 Client. You shall not make any unauthorised use of MM's name logo or brand.

‍

15.2 No Employment, Partnership, JV. Your status as an Service Provider 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 Client.

‍

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 Service Provider 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 Service Provider 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. Service Providers 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.

Partner Exchange Account Terms of Service

Please read these terms (“Terms” or “Agreement” or “User Agreement”) carefully as this is a legally binding contract between you (“Technology Vendor", "Vendor", "Venture Capital Firm", "Investor", "Agency", "Consultancy" or "you”) and MeasureMatch Limited (trading as MeasureMatch) ("MM", “we”, “our”) in connection with the provision by MeasureMatch of a Partner Exchange account to you to access and participate via Partner Benches (“Partner Benches”) and/or Vendor Service Packages (“Service Packages”, “VSP” or VSPs”) in the MeasureMatch on-demand professional services marketplace platform (“Platform”).

In these Terms you and MM shall together be referred to as the “Parties”.

By registering for a Partner Exchange account and using Partner Exchange and Partner Bench tools 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 a Partner Exchange account holder you accept and agree to the Terms set out in this legally binding contract. You warrant that the execution of this contract is duly authorised by, and validly binding on, the you/your organization.

‍

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

‍
Information about MM

MM operates the website http://web.measurematch.com ("Website") and the marketplace platform https://app.measurematch.com/signup (“Platform”). 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 Partner Exchange & Partner Benches

1.1 Description of Partner Exchange and Partner Benches. Partner Exchange and Partner Benches are specially designated points of access to the Platform that link professional services providers who have been verified by you as Service Providers in the deployment and use of your technology or related and approved capabilities (“Service Providers”) with business users ("Clients") seeking to post tenders for enterprise systems & data  projects or other such related work. Clients and Service Providers are able to conduct a dialogue about prospective engagements (including scope, timing and price) and enter into direct contracts for the provision of relevant Projects (“Project(s)”).

1.2 Partner Exchange and Partner Benches will be “self-built” by you and will incorporate functionality that enables you to apply your logo and branding as you see fit and to determine the nature and scope of the services for which verification is offered and the Service Providers are listed.

1.3 Project Contracts. Any contracts relating to Projects (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 Clients and Service Providers alone. MM is solely the provider of a marketplace technology infrastructure to enable Clients and Service Providers to meet and consider working together and entering into such contracts directly and has no responsibility for the work done on any Project. The Partner Exchange account holder, similarly, is not responsible for any work done and its role is simply to verify Service Provider relationships and qualifications, including independent consultants, consultancies, agencies and systems integrators, and feature these service providers as approved partner relationships to MeasureMatch Clients.

1.4 Partner Exchange accounts also enable users to submit their own Project briefs and enter into contracts with Service Providers. Any such Projects will be subject to MM’s standard terms applicable to Clients.

2. Your Account - Registration and Eligibility

2.1 Registration. Partner Exchange accounts and Partner Benches are for business use only and all Technology Vendors must complete the registration form via the MeasureMatch website which incorporates a User Profile (“Profile”). Each Technology Vendor consents to the publication of its profile on the MeasureMatch website.MM has absolute discretion to decide whether to approve or reject a Technology Vendor registration.

‍‍

2.2 Obligation to Update Your Information. You  are obliged to keep your registered information up-to-date.

‍

2.3 Responsibility for Login Credentials. Each Vendor will be required to choose a username and password ("Access Information") in order to access the Partner Exchange and Partner Benches and shall be solely responsible for safeguarding such Access Information and keeping it confidential. Each Vendor 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. Relationship between Vendor and MeasureMatch

You acknowledge and agree 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 Service Providers;
3. MM does not participate in any verification process in respect of your Service Partners and is not a party to any association or arrangement you may have with Service Providers and will not have any liability or obligations whatsoever under any such arrangements other than to ensure the Partner Exchange and Partner Benches operate properly when used correctly by you to designate pthe nature of the services you have agreed to permit the Service Provider to offer as your qualified service provider;
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; and
5. without prejudice to the generality of the sub-clauses 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 your behalf (or on behalf of Service Providers using the Partner Exchange and Partner Benches).

‍

5. Payment Terms

‍

5.1 The Vendor will pay applicable service charges agreed with MeasureMatch from time to time, when MeasureMatch products and/or services are purchased by the Vendor e.g. consulting or professional services or software solutions.

5.2 Vendor Payment Timing. Payment from Vendors is due within 10 business days from the date of the invoice from MM.

‍‍

5.3 VAT. All references to fee and charges on the Partner Exchange and Partner Benches are exclusive of VAT, unless otherwise stated. Invoices issued by MeasureMatch have VAT applied as required, in line with UK/EEA laws.  Each Vendor agrees to provide MM with details of its VAT status.

‍‍‍

6. 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) information about Projects; (b) information about any actual or potential business, investment or trading decisions, or transactions of any Client; (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 Vendors. 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 6.

‍

7. Partner Exchange & Partner Bench License and Intellectual Property Rights

7.1 License to Use Partner Exchange and Partner Benches. 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 Partner Exchange and Partner Benches for your internal business purposes only, and subject to the limitations set forth below. MM reserves any and all rights not expressly granted to you pursuant to these Terms. Save as stated in this clause 7, you shall have no rights to the intellectual property of MM, its licensors or other users on the Partner Exchange and Partner Benches.

‍

7.2 MM Intellectual Property Rights. The background  Platform engine and the “look and feel” of Partner Exchange and Partner Benches (e.g. any MeasureMatch, text, graphics, images, logos), proprietary content and software code, information and other materials (together The “Background IP”) are owned by MM and 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 Background IP (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 Partner Exchange and Partner Benches 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 Partner Exchange and Partner Benches 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.

‍

7.3  Where you apply or use your own text and logos in the design and build of a Partner Benches (the “Foreground IP”) then such Foreground IP is owned by you and will remain owned by you and MM will make no claim of any kind in respect of such Foreground IP.

7.4 General Intellectual Property Rights. All materials made available to participants on the Partner Exchange and Partner Benches, regardless of whether they are specifically marked or not, 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. Clients may not use such materials in any way other than for the conduct of Projects.

‍

7.5 Project IP. Ownership of intellectual property rights in connection with a Project engagement between Service Providers and Client 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.

‍

7.6 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.

‍

8. Your Information and Content

8.1 Rights and License to Client 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 Partner Exchange and Partner Benches. 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 Partner Exchange and Partner Benches. 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.

‍

8.2 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 Partner Exchange and Partner Benches, including not uploading any prohibited content to the Partner Exchange and Partner Benches.

‍

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

preserve and/or disclose your content uploaded to the Partner Exchange and Partner Benches 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 Partner Exchange and Partner Benches, users and/or the general public;

use the registered information to contact a Client (by phone, email or otherwise) at any time;

retain, in a manner consistent with its Privacy Policy, the registered information once an application has been made to be registered as a Client;

monitor the use of the Partner Exchange & Partner Benches, including all content and communications, to determine compliance with these terms and to maximise customer service and business optimization opportunities.

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

‍

8.5 Storage and Processing of Data. Information provided by you 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.

‍

9. Disclaimer, Limitation of Liability and Indemnity

9.1 Disclaimer of Liability. Partner Exchange & Partner Benches are provided by MeasureMatch on an “as is” basis using a commercially reasonable level of skill and care and we hope that you will enjoy using them. There are however certain things that MM does not promise about its services.  To the maximum extent permitted by law, MM excludes all conditions, warranties, representations or other terms which may apply to its  Website, the Platform and/or Partner Exchange & Partner Benches or any content on them, whether express or implied.

‍

9.2 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, the Platform and/or Partner Exchange and Partner Benches; or (b) use of or reliance on any content displayed on the Website, the Platform and/or Partner Exchange and Partner Benches. 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.

‍

9.3 We do not guarantee that the Website, the Platform and/or Partner Exchange and Partner Benches 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.

‍‍

9.4 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.

‍

10. Proprietary Rights

10.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, MeasureMatch alone (and its licensors, where applicable) reserves all rights, title and interest in and to the Partner Exchange and Partner Benches, including all related intellectual property rights. No rights are granted to Vendor hereunder other than as expressly set forth herein. This agreement is not a sale and does not convey to Vendor any rights of ownership in or related to MeasureMatch technology or the intellectual property rights owned by MeasureMatch. The MeasureMatch name, the MeasureMatch logo and the product names associated with this service are trademarks of MeasureMatch or third parties and no right or license or granted to use them.

10.2     Suggestions. MeasureMatch shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Partner Exchange and Partner Benches any suggestions, enhancement requests, recommendations or other feedback provided by Vendor or its Users relating to the operation of the Partner Benches.

‍

11. Mutual Indemnification

11.1     Indemnification by MeasureMatch. Subject to this Agreement, MeasureMatch shall defend, indemnify and hold Vendor harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Vendor by a third party alleging:

(i) a breach by MeasureMatch of its obligations under applicable data protection laws and regulations or its processing of Data under this Agreement; or

(ii) that the use of the Partner Exchange and Partner Benches as contemplated

hereunder infringes the intellectual property rights of a third party;

provided, that the Vendor

(a) promptly gives written notice of any claim (Claim) ` to MeasureMatch;

(b) gives MeasureMatch sole control of the defence and settlement of the Claim (provided that MeasureMatch may not settle or defend any Claim without Vendor’s consent unless it unconditionally releases Vendor of all liability, such consent not to be unreasonably withheld, conditioned or delayed); and

(c) provides to MeasureMatch, at MeasureMatch’s cost, all reasonable assistance.

11.2     Indemnification by Vendor. Subject to this Agreement, Vendor shall defend, indemnify and hold MeasureMatch harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against MeasureMatch by a third party alleging:    

(i) a breach by Vendor of its obligations under applicable data protection laws and regulations in respect of any Data that it submits to MeasureMatch for MeasureMatch to process on behalf of the Vendor:

(ii) that  Vendor’s use of the Partner Exchange & Partner Benches in violation of this Agreement, infringes the intellectual property rights of a third party; provided, that MeasureMatch

(a) promptly gives written notice of any Claim to Vendor;

(b) gives Vendor sole control of the defence and settlement of the Claim (provided that Vendor may not settle or defend any Claim without MeasureMatch’s consent unless it unconditionally releases MeasureMatch of all liability, such consent not to be unreasonably withheld, conditioned or delayed); and

(c) provides to Vendor, at Vendor’s cost, all reasonable assistance.

MeasureMatch has the right to reasonably participate in any such defense with a counsel of its own choice at its own cost.

12. Limitation of Liability

12.1     Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM VENDOR HEREUNDER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

12.2     Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3.    Liability not excluded. Nothing in this Agreement limits or excludes the liability of either party:

(i) for death or personal injury resulting from negligence; or

(ii) for any damage or liability incurred by the Vendor as a result of fraud or fraudulent misrepresentation by MeasureMatch.

12.4 THE LIMITATIONS OF LIABILITY DO NOT APPLY TO LOSS AND DAMAGE ARISING OUT OF BREACH OF SECTIONS 6 or 7.

‍

13. Term and Termination

13.1    Term of Agreement. This Agreement commences on the date MM grants you access to the Partner Exchange and Partner Benches and shall continue in force unless and until terminated in accordance its provisions (“Term”).

13.2 Either Party may terminate this Agreement for convenience at any time by serving 30 days prior written notice to the other party.

13.3 Termination for Cause. A party may terminate this Agreement for cause:

1. upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or

(ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or any event analogous to the foregoing occurs in relation to that other party in any jurisdiction. MeasureMatch, in its sole discretion, may terminate Vendor password, account or use of the Partner Exchange and Partner Benches if Vendor breach or otherwise fail to comply with this Agreement. Vendor agrees and acknowledges that MeasureMatch has no obligation to retain the Vendor Data, and may delete such Vendor Data, if Vendor has materially breached this Agreement.

13.4 Outstanding Fees. Termination shall not relieve Vendor of the obligation to pay any fees accrued or payable to MeasureMatch prior to the effective date of termination.

13.5 Return of Data. Upon request by Vendor made within 60 days after the effective date of termination, MeasureMatch will make available to Vendor for download a file of Data relating to the Vendor or its employees or agents in comma separated value (.csv) format along with attachments in their native format. After such 60-day period, MeasureMatch shall have no obligation to maintain or provide any such Data and shall thereafter, unless legally prohibited, delete all such Data in its systems or otherwise in its possession or under its control.

13.6   Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: clauses 4-10.

14. Data Management

14.1     The Standard Terms published by MM from time to time (“Standard Terms”)  contain provisions permitting MeasureMatch to process Data relating to Service Providers and Clients. MeasureMatch will indemnify the Vendor for any costs claims damages or expenses incurred by or made against the Vendor by an Service Provider or Client if the processing of such Data by MeasureMatch breaches MeasureMatch’s obligations in this respect . MeasureMatch will procure the consent of Service Providers and Clients to the distribution to the Vendor of any Data that the Vendor is permitted to request (as described in Schedule 1).

‍

15. Website Links

15.1 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.

‍

15.2 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.

‍

16. General

16.1 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 Service Provider. You shall not make any unauthorised use of MM's name logo or brand.

‍

16.2 No Employment, Partnership, JV. Your status as a Client 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 Service Provider.

‍

16.3 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.

‍

16.4 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.

‍

16.5 Assignment and Subcontracting. MM shall be entitled to assign the benefit of this agreement but the Vendor 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 Vendor in contravention of this clause shall be ineffective.

‍

16.6 Force Majeure. MM will not be liable to the other party for its inability or failure to operate the Partner Exchange & Partner Benches, 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.

‍

16.7 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.

‍

16.8 Further Assurance. Vendor 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.

‍

16.9 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.

‍

16.10 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.

‍

16.11 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.

‍

‍

Schedule 1 - The Partner Exchange & Partner Benches

Part 1: Responsibilities of MeasureMatch and the Vendor

1.1        MeasureMatch Responsibilities.

1.1.1 MeasureMatch shall:

(i) in addition to its confidentiality obligations hereunder, not use, modify or disclose Data other than in accordance with relevant data legislation whether under the General Data Protection Regulation or equivalent UK legislation;

(ii) maintain the security and integrity of the Partner Exchange, Partner Benches and the Data;

(iii) not combine the Data with any other data or use it for MeasureMatch’s own or a third party’s benefit other than as set out in the Standard Terms;

(iv) ensure that any opt outs and other consumer choices are honoured with respect to the use of the Data;

(v) provide the minimum functionality set out in this Schedule 1; and

(vi) provide reasonable assistance to the Vendor in the operation of the Partner Exchange and Partner Benches and the making of such changes as are required by the Vendor and permitted by the terms of this Agreement.

1.2 MM disclaimer

1. MeasureMatch provides only the platform software and functionality for the Partner Exchange and Partner Benches. The Vendor determines published content and the services Service Providers shall be permitted to advertise. MeasureMatch takes no position on “services to be offered” or services requested by Clients; and
2. MeasureMatch does not “put forward” or recommend Service Providers for the Partner Exchange and Partner Benches and MeasureMatch does not vet Clients' Project Invitations or responses from Service Providers to such Project Invitations. MeasureMatch does not screen or vet service providers invited directly by Vendors.

‍

1.3 Vendor Responsibilities

1.3.1 Vendor is responsible for:

(I) Users’ compliance with this Agreement;

(ii) the process under which an Service Provider applies to be admitted to the Partner Exchange and Partner Benches; and

(iii) the design, look and feel, and build of the Partner Exchange and Partner Benches including the publication and use of trade marks and logos,

1.3.2 Vendor shall use the Partner Exchange and Partner Benches solely for purposes as contemplated by this Agreement and shall not:

(i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Partner Exchange and Partner Benches available to any third party;

(ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;

(iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;

(iv) send or store Malicious Code;

(v) interfere with or disrupt the integrity or performance of the Partner Exchange & Partner Benches or the data contained therein; or

(vi) attempt to gain unauthorised access to the Partner Exchange and Partner Benches or its related systems or networks,

(vii) modify or make derivative works based upon the Partner Exchange and Partner Benches or the Content; or

(viii) create Internet “links” to the Partner Exchange and Partner Benches or “frame” or “mirror” any Content on any other server or wireless or Internet-based device.

Part 2: Functionality and Features of the Partner Exchange & Partner Benches

Partner Exchange & Partner Benches will contain the minimum functionality for Partner Exchange Account holders as set out below:

1. The ability for Clients to access the Partner Exchange and Partner Benches and view Service Provider profiles and Service Packages contained therein.
2. The ability for Clients to access Technographic Match results.

‍

MeasureMatch is a limited company registered in the UK, under Companies House registration number 10199524. Our registered address is Unit 2.05 12-18 Hoxton Street, London, England, N1 6NG, and our VAT number is GB253943881.

‍

AtlasGM Beta Use Agreement

This Beta Use Agreement (“Agreement”) is entered into by and between MeasureMatch (“Company”), and the undersigned user (“User”) of the AtlasGM solution, an enterprise gateway marketplace solution (“Solution”). This Agreement outlines the terms governing the use of the Solution in its beta version, specifically tailored to accommodate the needs of independent software vendors (ISVs), professional services, consulting services organizations, systems integrators, and end customer organizations.

1. Use of Solution:

The Solution is provided to the User free of charge for the purpose of use under specific conditions set forth by the Company. The Solution, primarily accessed through an administrative console, allows the User to invite customers and service provider partners, enhancing business operations and partnerships.

2. Invitations and Extensions:

   - Team Members and Partners: The User may invite their team members, service providers, and ISV partners to use the Solution by following specific procedures provided by the Company. Each invited party is required to agree to the terms of this Agreement prior to using the Solution.

   - Customers: The User may invite their own customers to engage in the full Solution experience, including submitting requirements, receiving pitches and proposals, entering into contracts, and making payments.

3. Oversight and Support:

   - The Company will provide necessary oversight and augment the experience for invited customers and partners, ensuring they receive appropriate notifications and support throughout their interaction with the Solution.

4. No Liability for Augmented Services:

   - The Company disclaims any liability for issues that may arise from augmented services provided to invited customers and partners. The Solution is provided as a beta version and may contain defects or deficiencies not yet rectified.

5. Compliance with Instructions:

The Company will provide specific instructions to the User, their team members, customers, and invited partners on how to use the Solution to ensure optimal performance and experience. All parties are required to follow these instructions meticulously.

6. Feedback and Improvements:

The Company values feedback from the User, their team members, customers, and invited partners to improve the Solution. All parties agree to provide timely and honest feedback as requested by the Company.

7. Opportunity for Purchase:

Should the Solution meet certain thresholds of acceptability and functionality, as determined solely by the Company, the User and their associated parties may be provided with the opportunity to purchase the full version of the Solution at a discount, the value of which will be determined at the conclusion of the beta testing phase.

8. Agreement Term:

This Agreement shall remain in effect until terminated by either party. The Company reserves the right to terminate the Agreement at any time without notice.