Last updated March 31, 2024

TERMS AND CONDITIONS – EXECURO

Welcome to Execuro, a platform owned and operated by Execuro Ltd., a Limited Liability Company registered under the laws of the United Kingdom, with registered address at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ ("Company," "we," "us," or "our”). These terms govern your access and use of the Execuro website, which provides access to our marketplace for executives known as "Execuro”, as well as any other related services that refer or link to these terms (the "Terms").

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY ACCESSING OR USING THE PLATFORM, BY REGISTERING FOR AN ACCOUNT ON THE WEBSITE, OR BY CLICKING A BUTTON OR CHECKING A BOX MARKED "I AGREE" OR SOMETHING SIMILAR, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN OUR PRIVACY POLICY WHICH IS HEREBY INCORPORATED INTO THESE TERMS BY REFERENCE. THESE TERMS APPLY TO ALL EXECUTIVES, CLIENTS, VISITORS, AND OTHERS WHO REGISTER FOR OR OTHERWISE ACCESS THE SERVICES.

These Terms constitute a legally binding agreement made between you and Execuro, concerning your access to and use of the Platform. You agree that by accessing the Platform, you have read, understood, and agreed to be bound by all of these Terms. If you are an individual accessing or using the Services on behalf of an entity, then you are agreeing to these Terms on behalf of yourself and such entity, and you represent and warrant that you have full power and authority to enter into these Terms and bind that entity. References to "you" and "your" in these Terms will refer to both the individual using the Service and to any such entity. If you do not agree with any or all of these Terms, then you are expressly prohibited from using the Platform or our services and you must discontinue use immediately. These Terms may be updated from time to time, and you are encouraged to review them periodically to stay informed about any changes. Your continued use of Execuro after any modifications to the Terms will constitute your acceptance of those changes.

EXECURO SERVICES

1. Execuro offers a proprietary online marketplace, (the "Platform"), designed to connect qualified executives (each, an "Executive") with companies, businesses, and entrepreneurs (each, a "Client") seeking professional services. Through the Platform, Clients can engage Executives to provide expertise and guidance on a fractional part-time basis. These services include, but are not limited to:
2. Professional Services: Execution of specific long or short term projects requiring specialised skills and knowledge.
3. Consultative Services: Providing expert advice and recommendations on a particular business challenge or opportunity.
4. Advisory Services: Strategic guidance and long-term planning support based on the Executive's experience and industry knowledge.
5. Execuro maintains a database of high-level executives such as Chief Finance Officers, Chief Risk Officers, Chief Revenue Officers, Chief Legal Officers, Chief Executive Officers, Chief Information Officers, Chief Operating Officers, Chief Technology Officers, etc. who are available to Clients based on the Client’s peculiar needs and preferences.
6. The Platform is accessible through our website available at https://www.execuro.com (the "Website"). This includes our current websites and any additional or successor websites launched in the future.
7. We collectively refer to the Platform, the Website, and all content, functionality, materials, and services available or offered on or through the Platform or the Website as the "Services." Execuro reserves the right to develop and offer additional services that may be beneficial to Clients. These additional services may include, but are not limited to, enhanced matchmaking features, project management tools, or specialised training programs for Executives. Clients will be notified of any such additional services and will have the option to engage Execuro for those services upon mutually agreeable terms. These terms may be separate from these Terms and Conditions and may be presented at the time the additional service is offered.

MATCHING SERVICES

1. Execuro provides a matching service to connect Clients with qualified Executives for Project Services. We utilise various tools and algorithms to identify potential matches based on project requirements, industry expertise, and other relevant factors. However, the final decision regarding which Executive to engage rests solely with the Client. Execuro can assist with initiating and managing the engagement between Client and Executive. This may include facilitating communication, establishing timelines and deliverables, and ensuring a smooth onboarding process. The specific level of engagement management will be determined based on the Client's needs and preferences. By utilising Execuro's matching and engagement facilitation services, Clients benefit from increased efficiency in finding qualified Executives, reduced administrative burden associated with initiating new engagements, improved fit between Client needs and Executive qualifications, and streamlined communication and project management.
2. Execuro encourages executives to take initiative in seeking engagements aligned with their expertise. While Execuro facilitates the matching process, executives can express interest in projects or client needs. Enhancing profile details boosts visibility and increases chances of selection by Clients. Though direct solicitation isn't standard, a compelling profile serves as a passive tool for attracting engagements. Execuro provides networking opportunities and features recommendations within the platform for executives to indirectly market their expertise. Highlighting achievements, case studies, or testimonials can attract potential clients. Additionally, executives may introduce their own clients to Execuro for streamlined engagements and paperwork management.

ADDITIONAL AGREEMENTS
These Terms govern your general use of the Platform and Services. However, depending on your role on the Platform, you may also be required to enter into a separate agreement with Execuro. If you are registering as an Executive on the Platform, you may be required to review and accept a separate agreement, the "Service Contract" which will outline specific terms and conditions related to your engagements with Clients. You may also be required to execute a non-disclosure and non-compete agreement with Execuro. If you are registering as a Client on the Platform, you may be required to review and accept a Client Master Service Agreement (MSA) which will outline specific terms and conditions related to your use of the Platform and your engagements with Executives. In the event of any conflict between these Terms and the Executive Contract or the Client MSA (as applicable), the Executive Contract or the Client MSA will take precedence over these Terms to the extent of the conflict. This means that the more specific terms of the separate agreement will control in that situation.

USER REGISTRATION
To access certain features of the Platform, you must create an account ("Account"). This involves providing specific information about yourself as prompted by the registration form. You will be required to provide a valid email address and create a unique username and password. You will also need to complete additional profile information, which may include personal details including your name, address, and phone number. Executives will be required to provide a professional resume, a list of skills, industry expertise, past leadership roles, specific achievements, and a brief cover letter for their executive profiles which will be displayed on the Website. You agree to keep your account information confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. By registering an account, you agree to receive communication from us, including newsletters, updates, and service-related information. You may adjust your communication preferences in your account settings.

ACCOUNTS

1. By creating an Account and using the Platform, you represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete; (b) you will maintain the accuracy of such information and promptly update such registration information as necessary; (c) you have the legal capacity and you agree to comply with these Terms; (d) you are not a minor in the jurisdiction in which you reside; (e) if you are an Executive, you have the relevant qualifications and experience set out in your executive profile; (f) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (g) you will not use the Services for any illegal or unauthorised purpose; and (h) your use of the Platform will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof). You have the right to delete your Account at any time, for any reason, by following the instructions provided on the Platform.
2. You are solely responsible for safeguarding and maintaining the confidentiality of your Account username and password and all activities that occur under your Account. Execuro will assume the following: (i) anyone using the Platform with your username and password information is either you or someone authorised to act on your behalf; and (ii) any communication sent to or received from the email address associated with your Account is a communication sent to or received from you.
3. You agree to notify Execuro immediately of any unauthorised use of your Account, suspected unauthorised use of your Account, and other security breaches. Execuro cannot and will not be held liable for any loss or damage arising from your failure to comply with these Account responsibilities.

MINIMUM REQUIREMENTS FOR EXECUTIVES
Executives looking to join the Platform must show that they have (i) a minimum number of years in senior management or executive roles; (ii) proven expertise in specific industries or functional areas; (iii) availability for part-time consultancy roles; (iv) a track record of professional achievements and positive impact in previous roles; and (v) a willingness to engage in part-time projects that match their expertise and experience levels.

INTELLECTUAL PROPERTY RIGHTS

1. Our Intellectual Property: We are the owner or the licensee of all intellectual property rights to the Platform, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Platform (collectively, the 'Content'), as well as the trademarks, service marks, and logos contained therein (the 'Marks'). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United Kingdom and around the world. The Content and Marks are provided in or through the Platform 'AS IS'.
2. Your use of our Platform: Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access the Platform solely in accordance with these Terms. Except as set out in this section or elsewhere in our Terms, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. If we ever grant you the permission to post, reproduce, or publicly display any part of our Platform or Content, you must identify us as the owners or licensors and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Platform, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.
3. Modification: Execuro reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you. You agree that Execuro will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof. You further acknowledge and agree that except as otherwise agreed between you and Execuro, Execuro shall have no obligation to provide you with any support or maintenance in connection with the Platform.
4. Your Submissions and User Content: Please review this section carefully prior to using our Platform to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Platform. By inputting any inquiry into the Platform, or directly sending us any question, comment, suggestion, idea, feedback, or other information about the Platform ('Submissions'), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. By posting any Submissions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty- free, fully-paid, worldwide right, and licence to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Submissions for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Submissions, and to sub-licence the licences granted in this section. You are responsible for what you post or upload: By sending us Submissions through any part of the Platform, you confirm that you have read and agree with these Terms specifically the 'Prohibited Activities' and will not post, send, publish, upload, or transmit through the Platform any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading.
5. Copyright infringement: We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the 'COPYRIGHT INFRINGEMENTS' section below.

FEES AND PAYMENTS

1. For any agreement entered into between a Client and an Executive for Project Services facilitated through the Platform, Execuro receives a commission of the total fees invoiced for the contract term ("Fees"). These Fees are set out in the SOW and are automatically charged through the Platform. Execuro may, in its sole discretion, designate whether payment processing fees associated with transactions on the Platform are to be paid by the Client or the Executive.
2. In the event that a Client bypasses the Platform to directly engage an Executive with whom they connected through Execuro, a "Conversion Fee" will apply. This fee is equal to 30% of the annual compensation package for the Executive, including bonuses and any other cash compensation. The Conversion Fee is payable by the Client within thirty (30) days of the Executive's start date.
3. Executives are required to provide invoices to Clients solely through the Platform. Neither Executives nor any related entities (subsidiaries, parent companies, partnerships, holdings, or investors) may invoice Clients outside of the Platform or attempt to circumvent Execuro's role as the intermediary for invoicing. In the event of a violation of this section, Execuro reserves the right, in its sole discretion, to remove both parties (Client and Executive) from the Platform for any period, including permanently. Additionally, termination of the agreement between Execuro and the involved parties may occur. Reinstatement to the Platform after a violation of this Section may be granted upon payment of a Reinstatement Fee reasonably determined by Execuro.
4. All payments from Client to Executive for Project Services must be made solely through the Platform ("Payments") or use the Execuro invoicing template. Payments will be processed by a third-party payment processor designated by Execuro ("Payment Processor"). Execuro is independent of the Payment Processor used on the Platform. We have no control over, and assume no responsibility for, the content, privacy policy, terms of use, or practices of the Payment Processor. By using the Platform, Clients agree to abide by the terms and conditions of the Payment Processor.

USER RESPONSIBILITIES AND DISCLAIMERS

1. Users are solely responsible for evaluating and determining the suitability of any project, Client, or Executive on the Platform. This includes assessing their qualifications, experience, and fit for the User's specific needs.
2. Execuro acts as a platform provider, connecting Clients with Executives for Project Services. We are not a hiring agency, an agent of any Client or an employer of any contractor Executive. Execuro does not guarantee that any particular Executive will be available to provide services to a Client. Availability depends on the Executive's individual schedule and project preferences. Execuro is not a party to the contractual relationship or any other dealings between a Client and an Executive. These terms are a separate agreement between you and Execuro.
3. Executives who use the Platform as independent contractors, not employees of Execuro, are responsible for determining which projects to accept, setting the terms and conditions of their services, including time commitment, location, and fees, and delivering the services they offer.
4. Execuro does not make any representations or guarantees about the truth or accuracy of any information presented in Executive profiles or other User Content.
5. In the event that a Client is an entity such as a venture capital or private equity firm that retains Executives on behalf of third parties (e.g., portfolio companies), the Client is solely responsible for ensuring those third parties comply with these Terms and Conditions and any applicable Executive Terms.

PLATFORM USAGE AND PROHIBITED ACTIVITIES
If the Website provides a feature for user interactions, users shall be responsible for all their interactions and activities on Execuro. This includes but is not limited to how you interact with the Platform. Users are expected to engage with respect and courtesy in all interactions within the Execuro community. This encompasses interactions with other users, platform administrators, and the content on the Platform. Disparaging, offensive, or discriminatory conduct, including but not limited to hate speech, harassment, and personal attacks, is strictly prohibited. Users must adhere to the guidelines, rules, and policies outlined by us. These guidelines are established to create a safe and productive environment for all users. You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Services, you agree not to:

1. Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Overuse or overburden the Platform by sending excessive queries, which could potentially hinder the experience of other users.
4. Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
5. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform. Use any information obtained from the Platform in order to harass, abuse, or harm another person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Platform in a manner inconsistent with any applicable laws or regulations.
8. Engage in unauthorised framing of or linking to the Platform.
9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
11. Delete the copyright or other proprietary rights notice from any Content. Attempt to impersonate another user or person or use the username of another user.
12. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism,
13. including without limitation, clear graphics interchange formats ('gifs'), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'PCMS').
14. Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of our services.
16. Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion thereof.
17. Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of our services.
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or use or launch any unauthorised script or other software.
20. Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.

Violations of these provisions may result in consequences such as warnings, suspension, or termination of the user's Account.

USER CONTENT
In the course of using the Platform, you may create, post, or upload certain content, including information about yourself, your skills, qualifications and experience ("User Content"). User Content may be viewable by other users of the Platform and through third-party websites. As such, any User Content you transmit shall be treated as non-confidential and non-proprietary.
When you post any User Content, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of the User Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Platform, and other users of the Platform to use the User Content in any manner contemplated by the Platform and these Terms.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platform and these Terms.
4. The User Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
5. The User Content is not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
6. The User Content do not violate any applicable law, regulation, or rule, and do not violate the privacy or publicity rights of any third party.
7. The User Content do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
8. The User Content do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.

Any use of the Platform in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Platform.

USER CONTENT LICENCE
By posting User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such content for any purpose, commercial, advertising, or otherwise. We do not assert any ownership over the User Content. You retain full ownership of all of the User Content and any intellectual property rights or other proprietary rights associated with the User Content. We are not liable for any statements or representations in the User Content provided by you in any area on the Platform. You are solely responsible for the User Content you post on the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding the User Content. We have the right, in our sole and absolute discretion, (a) to edit, redact, or otherwise change any User Content; and (b) to pre-screen or delete any User Content at any time and for any reason, without notice. We have no obligation to monitor the User Content.

FEEDBACK
You may provide suggestions, comments, input or other feedback ("Feedback") regarding the Service. If you elect to provide us with any Feedback, then you grant us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. You understand that we may use any Feedback you provide to improve the Service or to develop new features, products and services.



SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (a) monitor the Platform for violations of these Terms; (b) take appropriate legal action against anyone who, in our sole discretion, violates these Terms, (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of the User Content or any portion thereof; (d) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (e) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

BACKGROUND AND REFERENCE CHECKS

1. Execuro conducts background and reference checks on Executives as part of its onboarding process. By accepting these Terms and Conditions, Executives grant Execuro the authority to conduct these checks as part of the onboarding process. These checks may include, but are not limited to, verification of identity, education, and professional experience and licenses. In some cases, additional background checks may be offered at an extra cost, and your consent will be obtained before such checks are conducted.
2. For certain Clients, (e.g financial institutions) Execuro recommends that they execute their own background checks, such as criminal backgrounds, financial integrity and Legal and compliance verification etc. If the Client requires Execuro to perform such verifications ir will form part of the statement of work executed with the Client.
3. It is important to understand that background checks are not infallible and cannot guarantee the complete picture of an Executive's qualifications or history. There may be limitations due to reporting regulations or variations in recordkeeping across jurisdictions. Clients are encouraged to conduct their own independent verification of any information obtained through Execuro's background checks or provided by Executives themselves. This may include contacting references, verifying qualifications, or conducting additional background checks tailored to their specific needs.
4. Execuro does not guarantee the accuracy or completeness of the information obtained through background checks. Clients rely on this information at their own risk. Execuro is not liable for any consequences arising from a Client's decision to engage with an Executive, regardless of the information provided through background checks.

PRIVACY
We care about privacy and security of our user’s data and process data in accordance with the General Data Protection Regulations (GDPR) 2016, the UK Data Protection Act (DPA) 2018, and our Privacy Policy available here. By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Platform is hosted in the United Kingdom. If you access the Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Platform, you are transferring your data to the United Kingdom, and you expressly consent to have your data transferred to and processed in the United Kingdom. Further, we do not knowingly accept, request, or solicit information from children. Therefore, if we receive actual knowledge that anyone under the age of 18 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Platform as quickly as is reasonably practical.

COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us using the contact information provided below. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright or that of a third party, you should consider first contacting an attorney.

CONFIDENTIALITY

1. Execuro recognises the importance of maintaining the confidentiality of information exchanged between Users. To this extent, the recipient of Confidential Information shall take reasonable steps to keep such information confidential. Upon written request from a User, the party receiving Confidential Information shall promptly destroy or return the disclosing party’s Confidential Information and any copies thereof, whether contained in premises, systems, or any other equipment under its control. Users acknowledge and agree that this confidentiality obligation extends to information exchanged for the purpose of evaluating whether to enter into a Service Contract, even if such contract is not ultimately agreed upon.
2. The information provided by Executives for their profiles, while personally or professionally identifying, remains the confidential information and of the Executives. By registering with and accessing the Platform, the Executives grant Execuro a license to use, display, and share this information as part of the service offering, subject to the confidentiality and privacy terms outlined in these Terms.

RELEASE OF CLAIMS
Execuro acknowledges that it is not a party to any contract between Users. Therefore, Users hereby release Execuro, its affiliates, officers, directors, agents, subsidiaries, joint ventures, employees, and service providers from claims, demands, and damages (actual and consequential) arising out of or connected with any dispute between Users. This release includes disputes regarding the performance, functions, and quality of services provided by Executives to Clients, as well as requests for refunds based on disputes.

FORCE MAJEURE
Neither party to this Agreement shall be held responsible for any delay or failure to perform any obligation under this Agreement due to events beyond their reasonable control. Such events may include but are not limited to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations, or restrictions imposed by law.

TERM AND TERMINATION
These Terms shall remain in full force and effect while you use the Platform and the Services. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Platform (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for a violation of these Terms, breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use of the Platform or delete your account and any User Content or information that you posted at any time, without warning, in our sole discretion. If we terminate or suspend your account for any of the foregoing, you may be prohibited from registering and creating a new account under your name, a different name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action for a breach of these Terms.

DISPUTES AMONG USERS

1. Users encountering disputes, claims, or controversies arising from interactions on the Platform are encouraged to attempt to resolve them informally and in good faith through direct communication and negotiations.
2. In the event that informal resolution attempts prove unsuccessful, users may request mediation assistance from Execuro to facilitate resolution of the dispute. Users can contact Execuro's support team to initiate the mediation process. Execuro will appoint a neutral mediator which may be one of its trained staff members to assist the parties in reaching a mutually satisfactory resolution. The mediator will facilitate communication, explore potential solutions, and work towards resolving the dispute amicably. Both parties agree to cooperate in good faith with the mediation process and to provide relevant information or documentation as requested by the mediator.
3. If mediation efforts fail to resolve the dispute within a reasonable time frame, either party may initiate arbitration proceedings in accordance with the arbitration provisions outlined in these Terms.

MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the services. We cannot guarantee that the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the services. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

NON-CIRCUMVENTION
The Client and the Executive hereby acknowledge that all business transactions, communications, and interactions between them shall be conducted exclusively through the channels provided by the Platform until a formal SOW for the Project Services is signed between the Client and Execuro.

COMPLAINTS PROCEDURE
We are committed to addressing any concerns or issues our users may encounter. To facilitate the resolution of disputes or complaints, we have established a structured process:

1. In the event of an issue or dispute with the Services, your first step should be to contact our dedicated support team.
2. Upon receiving your initial inquiry or issue, our support team will often initiate an internal review. During this phase, they will troubleshoot and resolve the problem directly, ensuring that your experience with Execuro is as smooth as possible.
3. If, after your initial contact with our support team, your issue remains unresolved or you are not entirely satisfied with the proposed resolution, you have the option to request escalation. This escalation process may involve direct communication with a supervisor or manager within our customer support department, who will work to provide a higher level of assistance and oversight.
4. In the event that internal escalation within our customer support department does not lead to a satisfactory resolution, you have the option to formally submit a complaint or dispute. This formal submission process often includes completing a designated online form or sending a detailed email outlining the specific issue you are facing. Providing comprehensive information about the matter at hand is vital to help us better understand and address your concerns.

Execuro takes all complaints and disputes seriously and aim to resolve them in a fair and efficient manner. Our goal is to ensure that you have a positive experience while using our Platform, and we will support you throughout this process.

CORRECTIONS
There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and several other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

DISCLAIMER
EXECURO OPERATES AS A FACILITATOR, CONNECTING EXECUTIVES WITH CLIENTS FOR PROJECT ENGAGEMENTS THROUGH ITS PLATFORM. WHILE WE STRIVE TO ENSURE THE ACCURACY AND RELIABILITY OF INFORMATION PROVIDED ON THE PLATFORM, WE DO NOT GUARANTEE ITS COMPLETENESS, TIMELINESS, OR SUITABILITY FOR ANY PARTICULAR PURPOSE. EXECURO DOES NOT ENDORSE, RECOMMEND, OR VOUCH FOR THE QUALIFICATIONS, CAPABILITIES, OR RELIABILITY OF ANY EXECUTIVE OR CLIENT REGISTERED ON THE PLATFORM. THE DECISION TO ENGAGE WITH ANY EXECUTIVE OR CLIENT IS SOLELY AT THE DISCRETION AND RISK OF THE PARTIES INVOLVED. THE PLATFORM MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES, RESOURCES, OR SERVICES FOR INFORMATIONAL PURPOSES. EXECURO DOES NOT ENDORSE OR CONTROL THE CONTENT, ACCURACY, OR LEGALITY OF SUCH THIRD-PARTY SITES AND DISCLAIMS ANY RESPONSIBILITY FOR THE SAME. EXECURO PROVIDES THE PLATFORM AND ITS SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORMS’ CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (E) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXECURO'S LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR SERVICES, REGARDLESS OF THE CAUSE OR LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), WILL BE LIMITED TO THE ACTUAL COMMISSION EARNED BY US AS A RESULT OF YOUR USE OF THE SERVICES.

INDEMNIFICATION
You agree to indemnify and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand (including reasonable attorneys’ fees and expenses) arising out of or related to (a) your misuse of the Platform; (b) your violation of these Terms; (c) your violation of any rights of another individual or entity; (d) your use of any information obtained from the Platform; (e) any content you submit, share, or transmit on or through the Platform; (f) your violation of the rights of a third party, including but not limited to intellectual property rights and (g) any harm or damage incurred by third parties as a result of your actions. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA
We may retain certain data that you transmit to the Platform for the purpose of managing the performance of our services, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

RELATIONSHIP OF THE PARTIES
Execuro is not a party to the relationship or any dealings between Client and the Executive. Nothing in these Terms of Use shall be construed as identifying Executives, Clients, or respective personnel or representatives as an employee, agent, or legal representative of Execuro or any of Execuro’s related or affiliated entities for any purpose. Nothing in these Terms shall be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between Execuro and Client or Executive.

LINKS TO THIRD PARTY WEBSITES OR RESOURCES
The Website may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CHANGES TO THESE TERMS
We reserve the right to modify or update these Terms at any time. Any changes made to these Terms will become effective immediately upon their posting on our website or by other communication channels. It is your responsibility to review these Terms periodically for any updates or modifications. If you continue to use the Services after any changes to these Terms, it will signify your acceptance of the modified terms. If you do not agree with the updated terms, you may choose to discontinue your use of the Services. We may also provide you with notice of any significant changes to these Terms via e-mail or other appropriate means. Such notice will specify the nature of the changes and the effective date. Your continued use of the Services following the receipt of such notice constitutes your agreement to the revised terms.

GOVERNING LAW AND DISPUTE RESOLUTION

1. Execuro encourages Users to attempt to resolve any disputes arising out of or relating to these Terms, or their use of the Platform, informally. In the event that informal dispute resolution is unsuccessful, you and Execuro agree to submit any dispute arising out of or relating to these Terms and Conditions, or your use of the Platform, to binding arbitration under the London Court of International Arbitration (LCIA) Rules which are in effect at the time of the arbitration. The arbitration will be conducted in English in London, or at another location mutually agreed upon by you and Execuro. Execuro may, at its sole discretion, elect to resolve disputes in small claims court located in London, or any other relevant jurisdiction, regardless of the amount in dispute.
2. YOU AND EXECURO AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AND EXECURO FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE USER WITH YOUR PROCEEDINGS. You and Execuro also waive your right to a trial by jury in any legal proceeding arising out of or relating to these Terms and Conditions or your use of the Platform.
3. The arbitrator's award will be final and binding on you and Execuro, and may be entered as a judgment in any court of competent jurisdiction. These Terms shall be governed by and construed following the laws of England and Wales without regard to its conflict of laws principles.

MISCELLANEOUS
These Terms and any policies or operating rules posted by us on our website or in respect to our services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of our website. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of execution by the parties hereto to these Terms.

BINDING EFFECT
These Terms constitute a legally binding agreement between you and us, governing your use of our services and website. Your use of the Platform is subject to compliance with these Terms, as well as our Privacy Policy and any other guidelines or policies referenced herein. These Terms are applicable to all users, visitors, and others who access or use our Platform. Please review these Terms carefully to ensure your understanding of your obligations, rights, and responsibilities when using the Platform. Your access to and use of our services imply your acceptance of these Terms. If you have any concerns or disagreements with any part of these Terms, please do not proceed with using our services.

CONTACT US
If you have any questions about these Terms or our services, please contact us through the "Contact Us" section on the Website.