This Community Membership Agreement, including any annexes and schedules attached hereto, (the “Agreement”), is accepted by clicking ‘I accept’ or by taking some other action confirming acceptance of the terms of the Agreement. The terms of this Agreement govern the use of additional services, products and opportunities made available through the Neol Platform (platform.neol.co). For the terms of use of the Neol Website (www.neol.co), please refer to: [Neol Website Terms of Use]. Please read the terms of the Agreement carefully as it constitutes a binding contract between Neol and the Neol Community Member.

1.  DEFINITIONS 

1. For purposes of this Agreement, the following terms shall have the following meanings: 

“Business Models” means the Scenario 1 Business Model and the Scenario 2 Business Model.

“Client” means an individual or entity who is financing and/or delivering a Project.

"Client Referral” means a referral of a Client to Neol by the Creative Leader by making an e-mail introduction between Neol and a senior employee or officer of the Client who has authority to engage Neol on Projects, where such Client is not currently and has not previously collaborated or worked with Neol.

“Creative Leader Community Membership Terms & Conditions” means the agreement digitally signed by Neol and Creative Leaders who joined the community before May 2023.

"Creative Commons” means the Creative Commons license types stipulated in the website https://chooser-beta.creativecommons.org/ in accordance with the terms of the Creative Commons website.

“CM Referral” means a referral of a person who becomes a Neol Community Member to Neol by making an e-mail introduction between Neol and the Neol Community Member or where the Neol Community Member makes reference to the Creative Leader when filling out the Neol Platform joining form when asked to specify how they found out about the Neol Platform (or any other similar question) and where such person is not currently and has not previously been a Community Member. 

“Conduct of Employment” means the Conduct of Employment Agencies and Employment

Businesses Regulations 2003 numbered 3319.

“Content” means (without limitation) literary works, articles, audio, images, statements, comments or other content authored and/or posted by the Creative Leader. 

“Creative Leader”  Refers to the specified individuals that are part of Neol’s Creative Leaders community, a subset of Neol's Talent Network, and a vibrant space where inspiring leaders collaborate for meaningful change. Creative Leaders are not only passionate about producing their finest work but are also inclined towards teaching, mentoring, and establishing a robust thought leadership presence.

“Creative Talent” refers to individuals who are practitioners and subject matter experts in design & innovation-related domains that are part of Neol’s Talent Network. Neol Talent Network members collaborate with each other and also team up with the members of Neol’s Creative Leaders Community (a sub-community within Neol’s Talent Network) to tackle impact-driven challenges.

“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.

"Neol” means Neol Ltd, a company registered in England and Wales with company number 13930121, whose registered office is at C/O Las Accountants Llp, No 1 Royal Exchange, London, England, EC3V 3DG.

“Neol Client Service Agreement” means a separate service agreement between Neol and the Client signed at any time between parties for the purpose of designating the Project terms.

“Neol Community Member” means both the Creative Talent and Creative Leaders

“Neol Project Deliverables Agreement” means a separate service agreement between Neol and the Creative Leader for the purpose of designating the Project terms.

"Neol Platform” the platform made available by Neol to the Neol Community Members at https://platform.neol.co/.

“Profile Page” means the profile page made available through the Neol Platform where Community Members describe their skills and experiences and connect with other Community Members.

“Project” a creative project which a Client has engaged Neol or the Creative Leader to provide assistance in delivering.

“Project Deliverables” the deliverables produced or contributed by the Creative Leader in connection with a Project.

“Referral” means a Client Referral and/or CM Referral (as the case may be), and “Refer” or “Referred” shall be construed accordingly.

“Referral Commission” means commission which the Creative Leader is entitled to pursuant to this Agreement for making a Referral.  

“Referred Client" means the designated individual representative or executive of the Client that is the subject of a Client Referral.

"Scenario 1 Business Model” means the business model for delivering a Project as described in clause 4.1.

“Scenario 2 Business Model” means the business model for delivering a Project as described in clause 4.2. 

“Services” means the services to be provided by Neol under this Agreement, as set out in clauses 3.2 – 3.6 (inclusive).

 “Supply Budget” means the designated budget for the Project calculated through the following method: Number of Days of CM's involvement in the project X Daily Rates of CM.

“Term” means the term of this Agreement. 

“Third Party Content” means (without limitation) literary works, articles, audio, images, statements, comments or other content authored and/or posted by Community Members or other third parties.

2. Clause and paragraph headings shall not affect the interpretation of this Agreement.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
4. References to clauses are to the clauses of this Agreement.
5. Unless the context clearly and unambiguously requires otherwise, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
8. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
9. A reference to writing or written includes fax and email.
10. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. GENERAL  OBLIGATIONS 

1. To be onboarded to the Neol Platform, the Neol Community Member agrees and undertakes to: 

1. provide the required profile information and proof of identity requested by Neol (bio, photo, background information, etc.) on its Profile Page; and
2. upload to its Profile Page the portfolio of its service offerings.        
3. join the e-mail group and digital communications channels opened by Neol and notified to the Creative Leader from time to time. 

2. If Neol Community Member is onboarded to Neol’s Creative Leader Community, the Creative Leader agrees and undertakes to:

1. update its Linkedin profile and add a new role as a “Creative Leader” at Neol based on the guidelines provided by the Neol team; and

3. The Neol Community Member  agrees that:

1. all information, including information on its Profile Page and any Content it uploads to the Neol Platform, is up-to-date accurate, not misleading, and complies with all applicable law;
2. it will promptly update its Profile Page if any of the information on that Profile Page changes or ceases to be true;
3. it will use its best endeavours to continue to meet the requirements for onboarded Community Members as set out by Neol in clause 2.2. If the Neol Community Member is unable to meet these requirements, it will promptly notify Neol;
4. it will comply with any policies (including but not limited to acceptable use policies and community membership behaviour policies) which are provided to the Neol Community Member by Neol from time to time.
   
5. execute any Project Assignments  (provided the Neol Community Member has been provided with a copy by the Client in  advance as part of the process of agreeing the Assignment Details);

6. comply with Governing Laws;

7. account for all tax liabilities where such liability, assessment or claim arises or is made in connection with payments  received by the Community Member in respect of any Assignments;
8. refrain from disclosing any secret or Confidential Information of Client which may be acquired when undertaking  the Assignment;

9. follow all relevant and reasonable Client Policies applicable to the delivery of the Assignment and/or delivering  services at Client Premises (provided the Creative Leader has been made aware of these by Client in advance  as part of the Assignment Details);

10. treat all Client Personnel with respect and irrespective of their physical appearance, age, sex, marital or family  status, heath or pregnancy status, sexual orientation or gender identity or expression, religion, religious belief, trade union membership, colour, race, ethnic or national origin or any disability which they may have; and

11. not bully, harass or otherwise unlawfully discriminate against any persons

4. The Neol Community Member recognises that it has sole control over the information it provides and the Content that it uploads to the Neol Platform and accordingly undertakes to indemnify and hold harmless Neol from any liabilities, losses, damages, costs or expenses it may suffer or incur arising from or in connection with any breach of clause 2.3.  
5. Neol may automatically process any public links (Public Linkedin Profile Link, Website Links, Blog Links, Portfolio Links) from his/her Profile to feed the secure artificial intelligence-integrated protocol for the purpose of analyzing and suggesting the most compatible Neol Community Members for connections, collaborations, and projects in compliance with the Neol Privacy Policy and relevant regulations. Neol Community Member has the right to opt out by filling out the Opt-Out Form for AI-Enhanced Online Data Matchmaking (https://neol.typeform.com/to/KyHKnutZ). If Neol Community Member opts out, its profile won't be sidelined, but it may not be as prominently featured in project team searches. Any information processed by the AI-enhanced online Data Matchmaking bot is limited to the designated data stipulated under this Agreement and Neol Privacy Policy.
6. Under the Conduct of Employment, Neol operates as an Employment Business. In line with our commitment to transparency and compliance with these regulations, Neol will provide a Neol Project Deliverables Agreement to all members engaging in projects through the Neol platform with the Clients. The Project Deliverables Agreement will include key details such as the scope of work, duration, remuneration, terms and conditions specific to the project, obligations of the Neol Community Member and the Client and all terms necessary to ensure full compliance with the Conduct of Employment.
   

3. NEOL’S SUPPORT

1. Neol will provide Neol Community Members with the following support and/or assistance to the extent that Neol is reasonably able to and to the extent that Neol deems it necessary acting in its sole discretion: 
2. Business Development / Projects:

1. Connect the Neol Community Members to other  Members with a similar focus.
2. Provide feedback on business development strategy at times, as agreed by Neol and the Neol Community Member.
3. Attend client meetings together to support BD process and co-pitch to Clients at intervals and at times as agreed by Neol and the Neol Community Member.
4. Introduce the Neol Community Member to potential Clients when, in Neol’s opinion, it believes the Neol Community Member service offering and other attributes would be suitable for the potential Client.

3. Talent Network:

1. Introduce the Creative Leader to CreativeTalent from Neol Network with the objective of executing projects or running programs. If and when another Creative Leader or Creative Talent is assigned to a project with the Creative Leader, the procedures will be clarified under a separate terms and conditions document.

4. Thought Leadership:

1. Endeavour to organize, promote, and facilitate community events and programs for Neol Community Members to join in as participants, speakers, hosts, moderators and facilitators. 

5. Operational Support:

1. Neol shall be available to provide project management, account management and contract and payment management services. Such additional services will be provided under separate terms and conditions and in accordance with the business model definitions outlined in Clause 4.

6. Connection / Community:

1. Organize online and offline events for Community Members to connect to each other.

4. NEOL’S BUSINESS MODELS

Neol supports Neol Community Member to develop new business opportunities, collaborate with other Neol Community Member the Neol Platform and execute the best work of their lives.

The following scenarios set out how Neol collaborates with Neol Community Member while delivering Projects for Clients.

7. Scenario 1 Business Model: Neol shall have the responsibility for identifying Clients and managing the Client relationship. Neol will use its matching criteria to select Creative Leader(s) and Creative Talent(s) for the Project. The following terms shall apply:

1. Contracts and Invoicing:  Neol shall enter into terms of the Client Service Agreement between Neol Community Members and Client, and Neol shall not bear direct responsibility or be subject to legal recourse for the project deliverables. The responsibility for project deliverables will be on the Neol Community Members included in the Project Team.
   Neol will generate invoices to the Client, and Neol Community Member(s) included in the project team will generate invoices to Neol for their services.
2. Engaging Creative Leaders: Neol will assign Creative Leaders to the Project and notify the Creative Leader of any additional requirements or obligations it requires the Creative Leader to comply with, and such requirements in accordance with the signed Neol Marketplace Service Agreement.
3. Brief Shaping and Project Leadership: Neol may liaise with the Creative Leader to shape the Project brief, including but not limited to assistance with drafting a budget, financing plan, timelines, key deliverables and identifying potential partners to empower the Creative Leader to lead the Project effectively.
4. Project Management: If necessary, Neol may provide a dedicated customer success point person or a project manager whose daily rate will be included in the Project’s Supply Budget to ensure smooth coordination and handle any unexpected events that may arise during the Project.
5. Compensation: Neol Community members will be paid the fees at the amounts and during the intervals, subject to and covered by a signed Neol Marketplace Service Agreement between Neol Community Members and Neol provided that Neol has received full payment of such fees from the Client. Neol may also notify the Neol Community Members in writing of any additional payment terms or obligations which arise under this Scenario Business Model 1, which the Neol Community Member must comply with.
6. Neol’s Commission: The Creative Leaders agree and acknowledge that Neol’s commission to be paid by the Client shall be calculated from 18% of the Project's total Supply Budget. (i.e., if the Project’s total Supply Budget is 100K USD, Neol will invoice the Client the total of 118K USD) (“Neol’s Scenario 1 Commission”).
7. Procurement Model: Under limited circumstances outlined in the Neol Client Service Agreement, Neol will contract directly with Clients for the provision of Services, and may sub-contract to Creative Leaders and/or Creative Talent for the delivery of Services. In such scenarios, the project will be carried out as per the terms and conditions outlined in the Neol Client Service Agreement created specifically for that project.
8. Previous Engagements with the Client: Neol Community Member accepts, acknowledges, and undertakes to inform Neol in writing if  it had previously worked with the introduced Client prior to the project.
9. Future Engagements with the Client: Neol Community Member (with the exception of the referring Creative Leaders) accepts, acknowledges, and undertakes to inform Neol in writing if it receives any Projects from the introduced Client in the future. All future engagements with the introduced client will be kept on the Neol platform and be subject to Neol's commission (and, subsequently, the Referring Creative Leader’s commission).

8. Scenario 2 Business Model: When a Creative Leader contacts a potential Client or enters into a contractual relationship with a Client, without Neol facilitating such relationship or contract; the Creative Leader may choose to engage with the Neol Platform for client engagement.  In such cases, the following terms shall apply:

1. Client Relationship Ownership: The Creative Leader will identify the Client and maintain the Client relationship throughout the Project.
2. Contracting and Invoicing: The Creative Leader will contract directly with the Client and manage all contracting with third parties (save for as otherwise stated in these terms) and invoicing processes.
3. Community Collaboration: The Creative Leader has the option to share the opportunity with the Community Members on the Neol Platform to onboard other Community Members to the Project.
4. Brief Shaping: The Creative Leader will be responsible for shaping the project brief effectively, including but not limited to drafting a budget, financing plan, timelines, key deliverables, and identifying potential partners.
5. Neol Support: Neol and the Creative Leader will negotiate in good faith to determine the scope of support Neol will provide to the Creative Leader.  
6. Contracting with Creative Talent: If there is a hire from Creative Talent network , including but not limited to a Project Manager, Neol will manage the contracting with the Creative Talent involved in the Project, and a talent fee of 9% shall apply on the total amount due to Creative Talent. 
7. Quality and Delivery: The Creative Leader will ensure excellent and timely delivery of the Project and handle any unexpected events or challenges that may arise.
8. Compensation: The Creative Leader shall be responsible for ensuring that all Community Members are compensated in the amount and on the intervals as agreed between the Creative Leader and the Community Members.  
9. Release from claims with Clients and other Community Members: Where a Project is being run pursuant to the Scenario 2 Business Model, the Creative Leader alone is responsible for delivering the Project. When an agreement is entered into between the Creative Leader and a Client, another Community Member, or any other third party in respect of a Project, a legally binding contract is formed solely between the Creative Leader and the applicable third party. Neol is not and does not become a party to any contractual relationship for or in connection with the delivery of the Project by the Creative Leader.  If there is a dispute between the Creative Leader and the applicable third party, the Creative Leader hereby releases Neol from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  The Creative Leader shall indemnify Neol and its connected parties against any losses, damages, expenses, costs, liabilities, or claims Neol or Neol’s connected parties may suffer or incur arising out of or in connection with any such disputes.
10. Neol’s Commission: Neol and the Creative Leader shall agree on the value of Neol’s Commission on a case-by-case basis on the basis of the amount of support agreed to be provided by Neol pursuant to clause 4.2.5. (“Neol’s Scenario 2 Commission”).

9. While Neol takes steps to verify statements made on the Neol Platform by other Community Members, Neol accepts no liability or responsibility for any representations made by other Community Members (including where any user makes false, misleading, or otherwise incorrect statements) and the Neol Community Members accept that it shall have and retain sole responsibility for any representations that it may make via the Neol Platform.
10. While Neol does not have liability for the conduct or execution of Projects run using the Scenario 2 Business Model, Neol Community Members who undermine the integrity of the Neol Platform by repeatedly or unreasonably violating any of its contractual obligations it makes to other Community Members and/or third parties through the Platform or introduced via the Platform may be removed from or suspended from using the Platform without notice or liability.
11. Neol does not provide or offer insurance coverage to Community Members. Accordingly, Neol encourages all Community Members to take out independent professional liability insurance in accordance with the needs of its own businesses.

5. NEOL’S ENGAGEMENT & REWARD MODEL
   
   Neol applies an incentive structure called “Engagement & Rewarding Model” for Community Members that are part of the Creative Leaders Community. Only Creative Leaders are eligible for Neol’s Engagement & Rewarding Model

1. Neol acknowledges and recognizes the valuable contributions made by the Creative Leader to the growth and success of the community and the Neol Platform. Creative Leaders engagement, participation and contributions are tracked and may also be rewarded.
2. Contribution Tracking: Neol applies a contribution tracking system to monitor and record Creative Leader’s contributions, which may include, but are not limited to, creating Content, hosting events, delivering Projects, referring Creative Leaders and Clients to the Platform, and actively participating in communication forums available on the Neol Platform. This contribution tracking system aims to provide a fair and transparent mechanism for assessing the value created by Creative Leader and to facilitate the distribution of rewards accordingly and Neol may provide additional information regarding this contribution tracking system to Creative Leaders via the Neol Platform or by updating the terms of this Agreement.
3. Nature of Rewards: The exact form of rewards, whether monetary or non-monetary, shall be determined by Neol from time to time.

1. Monetary Rewards: The Creative Leader shall be entitled to receive the Referral Commission where it makes a Referral in accordance with the terms of this Agreement. In order to benefit from this referral scheme, Creative Leader must meet all criteria specified by Neol on the Platform.  

1. Client Referrals: The Creative Leader will be entitled to a Referral Commission in cases where the Creative Leader makes a Client Referral under the terms of this Agreement and the Referred Client formally engages Neol for a Project. Parties agree and acknowledge that in cases where the Client is an entity, “Referred Client” means the designated individual or executive that has been the subject of a Client Referral. Departments, other personnel, or executives that were not the subject of the initial Client Referral will not be subject to a Referral Commission. Neol accepts and undertakes to the Creative Leader that it shall provide to the Creative Leader its Referral Commission for Projects completed by Neol for the Referred Client. Neol further accepts and undertakes not to refer the Referred Client to any third-party contractors without the authorization of the Creative Leader. Client Referrals do not apply to individuals who bring opportunities from the organizations they are currently employed by at the time of the referral.

1. Option 1:

The Creative Leader will be entitled to a Referral Commission of 10% of Neol’s commission and/or fee it receives, in respect of each Project in which the Referred Client engages Neol is completed and fully paid for.   Example: If the project’s total Supply Budget is 100K USD, Neol will invoice the client 118K USD. Neol’s commission will be 18K USD, and the Referral Commission for the Creative Leader will be 1.8K USD.

2. Option 2:
   The Creative Leader will be entitled to a Referral Commission of 50% of Neol’s commission and/or fee it receives, in respect of each Project in which the Referred Client engages Neol is completed and fully paid for and where the Creative Leader has provided the following support in accordance with Neol’s instructions and to the full satisfaction of Neol: Attending and participating in business development meetings, scoping out the Project and providing all other assistance to secure the Client’s engagement of Neol on the Project.

2. Referring a Creative Leader or a Creative Talent: The Creative Leader will be entitled to a Referral Commission where the Community Member who has been Referred by the Creative Leader (“Referred CM”) joins the Neol Platform and successfully delivers Project(s). The Creative Leader will be entitled to a Referral Commission of 10% of Neol’s commission and/or fee it receives, always subject to the CM Referral cap referenced below, in connection with the Referred CM’s agreed budget for each project, it successfully delivers through the Neol Platform and is paid for in full by the Client.  
   Example: If the Supply Budget of the referred Community Member is 50K USD in the Project; Neol’s commission in connection with that budget will be 9K USD (i.e. 18% of 50K USD), and the Creative Leader Referral fee for the Referrer party will be 900 USD)
   
   
   Unless otherwise agreed in writing by Neol, the Creative Leader  accepts and acknowledges that all Referral Commissions which it might be entitled to under this Agreement are subject to the following caps:  
   

• 20k USD for CM Referrals (Cumulative total of all CMs Referred).

2. Badge Rewards:

Based on their participation and contribution to the community processes available through the Neol Platform, active Community Members may be rewarded with recognition badges and tokens. Neol shall announce these rewards and any additional terms and conditions relating to such rewards on the Neol Platform from time to time.
Neol holds the right to convert these badge rewards to other forms of monetary rewards.

5.3.2.1 Founding Member Badge

Creative Leaders who joined the community before May 2023 were invited to a process called Founding Member Journey, in which Creative Leaders become eligible to unlock Founding Member Badge as described under “Creative Leader Community Membership Terms & Conditions”. This agreement was digitally signed between parties before May 2023.

The Creative Leader’s rights and obligations under Article 2.3 of the “Creative Leader Community Membership Terms & Conditions” for the purpose of unlocking the Founding Member Badge shall continue to be valid and binding for the Parties. For the purpose of clarification, the above-mentioned article stipulates the following:

If Creative Leader fulfills the requirements listed below within the next 6 months as of the Signature Date of this document (Creative Leader Community Membership Terms & Conditions), they will be eligible to unlock “Founding Member Badge” at Neol.

Business Development / Projects

● Join at least one meeting to shape an offer with a pod, create at least one proactive proposal

● Run at least 1 Co-pitching to one of your clients with Neol

Talent Network

● Make sure you invite and onboard at least 3 Creative Leaders, and 5 Creative Talent at Neol.

● Hold at least 1 Mentorship Pod with your talent crew at Neol.

Recognition / Thought Leadership

● Share at least 1 piece of Content at Neol's Content Blog

● Hold at least 1 Creative Sparks Session

Operational Support

● Join at least 1 co-design / feedback session to give feedback on product/process development

Connection / Community

● Engage in at least three 1-1 curated convos with other Creative Leaders.

● Engage in at least 1 online and 1 offline CL Community Gathering

6. NON-EXCLUSIVITY

1. This Agreement does not establish an exclusive relationship between the Neol Community Member and Neol. Each party retains the right to engage in freelance work or other professional activities outside the scope of this Agreement. Each party acknowledges that the other party may collaborate with other organizations or entities and recognizes that such engagements shall not affect that party’s rights to receive the benefits granted to it under this Agreement.

7. INTERACTIONS WITH OTHER COMMUNITY MEMBERS

1. Neol is not responsible for the contents of Third Party Content which is available through the Neol Platform. Neol does not pre-moderate, review and/or verify Third Party Content and the Neol Community Member accesses it at its own risk.
2. Accordingly, the Neol Community Member acknowledges and accepts that it may be exposed to Third Party Content that is unlawful, factually inaccurate, offensive, indecent, or otherwise objectionable to the Neol Community Member.
3. Neol is not responsible for the statements, actions, or omissions of third parties who the Neol Community Member interacts with through the Neol Platform or is introduced through the Neol Platform or under this Agreement, including, without limitation, Neol Community Members and Clients.
4. Accordingly, the Neol Community Member irrevocably and unconditionally waives any legal or equitable rights or remedies it has or may have against Neol with respect to or in connection with any such Third Party Content or the Neol Community Member interactions with third parties as described in this clause 7.

8. PAYMENT AND INVOICING

1. In respect of any payments which Neol is entitled to under this Agreement, all payments shall become due and payable within 30 days of receipt of an invoice.
2. In respect of any payments which the Neol Community Member is entitled to under this Agreement, once Neol has confirmed that the Neol Community Member’s obligations have been delivered to a satisfactory standard and all other conditions set out in this Agreement for payment have been met, then the Neol Community Member may issue an invoice at the agreed amount and payment of that invoice shall become due and payable within 30 days of receipt of the same invoice.
3. If the Neol Community Member fails to make payment due to Neol under this Agreement by the due date, then without limiting Neol’s other rights, the Neol Community Member shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 4% a year above the Bank of England’s base rate from time to time. All other implied terms regarding the payment of interest for late payments are excluded from this Agreement.  

9. ACCEPTABLE USE POLICY

1. As a condition of being granted access to the Neol Platform and the Services the Neol Community Member agrees that it shall (and that it shall procure that all of its employees, directors and agents shall):

1. promote or advertise Projects and invite Community Members to collaborate on that Project in good faith, where such invitation represents a genuine and serious intention to work with Neol Community Members not circumvent, or attempt to circumvent, the Neol Platform and/or Services by (i) attempting to offer initial information relating to a Project other than in the way described in clause 4.2.3 (ii) by attempting to pressure or induce any Neol Community Member to work on a Project, or (iii) engaging in any other behaviour designed to promote and/or enter into Projects properly arranged via the Neol Platform and/or Services via any other means, or to avoid any payment obligation that would have otherwise arisen had the Neol Platform and/or Services been properly used in accordance with the terms of this Agreement;
2. not use the Neol Platform and/or Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by using the Neol Platform and/or Services to deliver any form of malicious code (including computer viruses);
3. not use the Neol Platform and/or Service to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is or which would be unlawful, or which the Neol Community Member does not possess all necessary regulatory permissions to lawfully engage in;
4. not to use the Neol Platform and/or Services to send communications in a fashion that would be considered to be excessive (or could be described as ‘spam’);
5. not infringe the Intellectual Property Rights of any third party in relation to its use of the Neol Platform and/or Service;
6. not upload to the Neol Platform any data, material or information which is false or misleading in any way;
7. treat all other Community Members, Clients, and any other users of the Neol Platform with respect and courtesy at all times;
8. not transmit any material that is defamatory, offensive or otherwise objectionable via the Neol Platform;
9. not use the Neol Platform in a way that could damage, disable, overburden, impair or compromise Neol’s systems or security measures;
10. not use the Neol Platform or Services in any way that Neol reasonably considers might bring Neol or the Neol Platform into disrepute, or otherwise diminish the goodwill in any trading name or style of Neol or the Neol Platform;
11. not use the Neol Platform and/or Service for any unlawful purposes in relation to other Community Members, Clients, and any other users, including without limitation for stalking, harassing, or intimidating any other user of the Neol Platform and/or Service.

Together such conditions the “Acceptable Use Restrictions”.

2. The Neol Community Member agrees that it shall be responsible for all representations which it may make via, or upload to, the Neol Platform and/or Service (which may take the form of comments relating to, or reviews of, other Community Members). The Neol Community Member undertakes to refrain from making any untrue and/or unlawful representations about other users and is put on notice that Neol will comply with any and all requests which it receives from lawful authorities to identify Neol Community Members whose details are requested from it in connection with legal proceedings.
3. Neol reserves the right to withdraw or suspend the Neol Platform and/or Service without notice or liability if it considers that a Neol Community Member (or any employee, director, contractor or agent of the Neol Community Member) has breached the Acceptable Use Restrictions.

10. NON-SOLICITATION

1. During the term of the Agreement and for a period of one (1) year thereafter, the Neol Community Member covenants with Neol that, in order to protect Neol’s legitimate business interests, it shall not offer to employ, engage, collaborate, work with or otherwise endeavour to entice away from Neol: (i) any Clients which Neol has introduced to the Neol Community Member through the Neol Platform or otherwise; (ii) any individual who is employed or engaged by Neol (other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other party).
2. If the Neol Community Member breaches the covenant set out in clause 10.1, it shall pay to Neol as liquidated damages:

1. in the case of a Client, 100% of Neol’s fees or commission it would have received from the Client (as detailed in clause 4.1 or 4.2) (as applicable) had Neol been involved in the Project; or
2. in the case of an employee, 100% of that individual’s annual salary or where that individual was not employed for 12 months, that individual’s projected salary if they had been employed for 12 months.

The Neol Community Member confirms that these liquidated damages are reasonable and proportionate to protect Neol’s legitimate interest.

11. INTELLECTUAL PROPERTY RIGHTS

1. Save for as otherwise expressly set out in this Agreement, this Agreement does not grant, licence, assign or otherwise transfer any Intellectual Property Rights from one party to the other.
2. The Neol Community Member shall retain all Intellectual Property Rights in any articles, blogs, posts, or other similar content (together “Blog Material”) it produces for Neol. The Neol Community Member grants Neol a non-exclusive, worldwide, non-revocable, non-transferable licence to use, amend, edit and publish the Blog Material on the Neol Platform and its other owned media. Neol will ensure that the Neol Community Member is credited as the author of the Blog Material. The Neol Community Member accepts and undertakes to use one of the Creative Commons license when publishing the Blog Material. The Neol Community Member is free to choose one of the designated Creative Commons licenses and inform Neol about it.
3. The Neol Community Member conditionally assigns to Client, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Project Deliverables arising out of or connected to Scenario 1 Business Model upon their creation. In the event that the Client fails to make the payment as stipulated in the Neol service agreement for any reason, it is hereby agreed that Neol shall retain all Intellectual Property Rights of the Project Deliverables.
4. The Neol Community Member waives all economic (right to reproduce, right to communicate to the public, right to amend, right to publication, right to performance) and assignment of right to publicize under the moral rights in the Project Deliverables arising out of or connect to Scenario Business Model 1 to which it or any individual is now or may be at any future time entitled under the relevant UK Copyright Designs and Patents Act or any similar provisions of law in any jurisdiction.
5. The Neol Community Member shall, promptly at Neol’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as Neol may from time to time require for the purpose of securing for Neol all right, title and interest in and to the Intellectual Property Rights assigned to Neol within this Intellectual Property Rights clause
6. The Neol Community Member:

1. warrants that the receipt, use, and onward supply of the Project Deliverables by Neol in accordance with the terms of this Agreement shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
2. shall indemnify the Neol in full against all liabilities, costs, expenses, damages and losses suffered or incurred by Neol arising out of, or in connection with any breach this Intellectual Property Rights clause.

12. CONFIDENTIALITY AND NON-DISCLOSURE

1. For the purposes of this Agreement, and within the commercial relationship between the parties in relation to a Project, the following are considered "Confidential Information":

1. Any undisclosed and/or not publicly available content, documents, information in various formats (written, oral, visual, and electronic) belonging to the disclosing party, including software and tools (device, machine tool, hardware), business plans or policies, non-public products, content, information, documents supplied by third parties and maintained, utilized, and implemented by the disclosing party, and agreements with third parties.
2. Trade secrets, source codes, commodity codes, registered or unregistered trademarks, patents, utility models, inventions, computer programs, digital designs, interfaces, designs, formulas, technical specs, financial info and projections, supplier and potential supplier lists, reports, customer and potential customer lists, market information, substantial data, employee lists, administrative practices, know-how, work methods, production techniques, operating and execution techniques, all kinds of guidance, documents, reports, financial records and statements, computer logs, and other written or digital data.
3. Any verbal, written or electronic documents, meeting notes, reports, information of the disclosing party and project disclosed, given, provided to, directly or indirectly shared or planned to be shared with the receiving party, and all verbal and written information exchanged between the parties during pre-contract talks, when the contract is in force, or after the contract's termination, without any confirmation or approval requirement and without being subjected to any written or oral grading system.
4. Information, documents or correspondence which is labelled as confidential by the party providing or sending it.

2. However, Confidential Information does not include:

1. Any information that is publicly available or can be accessed by the public through any type of publication.
2. Information that is independently developed by the receiving party without using the Confidential Information, as substantiated with written documentation.
3. Information obtained by the receiving party in a way that does not breach the non-disclosure obligation, which can be proven with a written document.

3. Neol Community Member accepts and undertakes to protect and keep any Confidential Information received from Neol or third-parties and shall imdenify neol from any liabilities and losses from its breach of this clause 12.

13. DATA PROTECTION

1. For the purpose of this clause 13:

1. Controller, Processor, Personal Data and process shall have the definitions given to them in the Data Protection Legislation.
2. Data Protection Legislation shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

2. The parties shall comply with all applicable requirements in the Applicable Data Protection Legislation.  This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligation under the Data Protection Legislation.
3. The Parties agree that for the purposes of the Data Protection Legislation the Neol Community Member shall be the Data Controller and Neol shall be the Data Processor in respect of any Personal Data which is transferred from Neol Community Member to Neol in accordance with this Agreement, which is anticipated to include the names and related details of the Neol Community Member, its personnel, and which is to be processed for enabling Neol to provide the Neol Platform and Services to the Neol Community Member and those members of its personnel which it may nominate to be recipients of the Service.
4. Neol shall process the Personal Data of the Neol Community Member in accordance with its Privacy Policy.

14. TERM AND TERMINATION

1. This Agreement shall commence on the Signature Date and run in perpetuity until terminated by either party in accordance with this clause 14.
2. For the purposes of this clause 14 the following events shall be deemed “acts of default”:

1. if the Neol Community Member commits any material breach of any term of this Agreement and which, in the case of a breach capable of being remedied, shall not have been remedied within 10 days of a written request by the other party to remedy the same;
2. if the Neol Community Member commits any breach of the Acceptable Use Restrictions set out in clause 9;
3. if a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

3. If either party commits an act of default, the other party may terminate this Agreement forthwith by giving notice in writing.
4. The Neol Community Member shall be entitled to terminate this Agreement with 30 days’ written notice if Neol amends this Agreement pursuant to clause 20.1 and the Neol Community Member does not agree to such an amendment.
5. Either party shall be entitled to terminate this Agreement forthwith by giving no less than 30 days written notice to the other, the giving of which shall cause this Agreement to terminate on the final day of the month in which that 30-day period elapses.
6. Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. In particular, the termination of this Agreement shall not cause a contract between Neol and a Client to terminate.  
7. The rights, powers, privileges, and remedies provided in this Agreement are: (i) cumulative (unless otherwise expressly provided under this Agreement) and; (ii) are not exclusive of any other rights, powers, privileges, and/or remedies provided by law.

15. INSURANCE AND LIMITATION OF LIABILITY

1. Neither party shall have any liability to the other for any losses or damages which are not suffered as a direct result of the other party’s breach of its obligations under this Agreement or any other duty of care owed to the other (whether the relevant claim arises in contract, tort, including negligence, or otherwise) and both parties disclaim, to the maximum extent permissible at law, all liability for indirect and consequential loss or damage which arises out of this Agreement and its subject matter (whether or not a party was advised in advance of the possibility of such loss or damage).
2. The Neol Community Member accepts and acknowledges that it has maintained in force, during the term of these Terms, full and comprehensive insurance policies to cover its potential liabilities under this Agreement, including, without limitation, professional indemnity insurance. The Neol Community Member shall ensure that such insurance policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance cover Client’s potential losses.
3. Further to clause 15.1 and 15.2 , the parties agree that Neol shall not be liable to the  Neol Community Member for any loss of profit, loss of business, loss of contracts, loss of business , loss of data, loss of reputation (including but not limited to from any legal recourse from Neol) Community Members Project Deliverables or goodwill, that the other may suffer which arises out of this Agreement or its subject matter; whether such loss arises directly, indirectly or otherwise.
4. Except where a court competent jurisdiction determines that there has been gross negligence or willful misconduct, in no event shall Neol or its officers, directors, employees, or affiliates be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, revenue, data, or use, incurred by the user or any third party, whether in an action in contract or tort, arising from this Agreement.
5. Except as expressly stated in Clause 15 Neol’s total aggregate liability, whether under this Agreement or any collateral contract or cause of action relating to its subject matter (including claims in Tort, including negligence) for loss of or damage to the  Neol Community Member shall not:
   
   Where the claim is made in relation to loss or damage arising from a Project, in aggregate, exceed an amount equal Neol’s Scenario 1 Commission or Neol’s Scenario 2 Commission under that Project; or
   Where the claim is made in relation to loss or damage arising in any other circumstances, in aggregate exceed an amount equal to £50,000.
   
6. While the exclusions of liability set out in Clause 15.3 and 15.4 shall apply to the fullest extent permissible at law, the parties to this Agreement recognise that neither party excludes or limits its liability for:

1. death or personal injury caused by its negligence, or the negligence of its officers, employees, contractors or agents; or
2. fraud or fraudulent misrepresentation;
3. any indemnity set out in this Agreement; or
4. any liability which cannot be excluded by law and which is not already specified in this clause 15.5.

7. In addition to the exclusions of liability set out above, the parties recognise that Neol shall not be liable for any interruptions to, or outages of, the Neol Platform arising directly or indirectly from:

1. interruptions to the flow of data to or from the internet which are caused by a third party which affect all, or a substantial number of, users of the internet;
2. any of the factors set out in Clause 16;
3. interruptions to the Neol Platform.

16. FORCE MAJEURE

1. Neither party hereto shall be liable for any breach of its obligations hereunder, except in respect of payment, resulting from causes beyond the reasonable control of the party in default (or its sub-contractors) including but not limited to acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike or labour dispute (except involving a party’s own employees), pandemic, flood, fire or tempest (an “Event of Force Majeure”).  Any time limit or estimate for a party to perform any act hereunder shall be suspended during an Event of Force Majeure.
2. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
3. If a default due to an Event of Force Majeure shall continue for more than 30 days then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, but such termination shall not affect any pre-existing rights or obligations of either party.

17. MODERN SLAVERY

17.1. In performing their obligations under the Terms, each Party shall comply with all applicable  anti-slavery and human trafficking laws, statutes, and regulations, including the Modern Slavery Act 2015.

17.2. Each Party warrants that at the date of the Terms, it has not been convicted of any offence  involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

17.3 Breach of this clause 17 shall be deemed a material breach of these Terms under clause 14 which is irremediable.

18. ANTI-BRIBERY AND CORRUPTION 

18.1 Each Party agrees to:

18.1.1 comply with all Local Laws relating to anti-bribery and anti-corruption including the Bribery Act 2010;

18.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the  Bribery Act 2010 (as amended) if such activity, practice or conduct had been carried out in the United Kingdom; and

18.1.3 promptly report to, respectively, the other Party’s CEO or Chair, any request or demand for any undue financial or  other advantage of any kind received by it in connection with the performance of these Terms and Conditions.

18.2 Breach of this clause 18 shall be deemed a material breach of these Terms which is irremediable.

19. ANTI-FACILITATION OF TAX EVASION

19.1 Each Party shall:

19.1.1 not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under the  Criminal Finances Act 2017;  

19.1.2 have and shall maintain such policies and procedures as are reasonable in all the circumstances to prevent the  facilitation of tax evasion by another person; and

19.1.3 promptly report to the other Party any relevant request or demand received from a third party to facilitate the  evasion of tax in connection with the performance of the Marketplace Agreement.

19.2 Breach of this clause 19 shall be deemed a material breach of these Terms which is irremediable.

20. WAIVER

1. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

21. NOTICES

1. Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or email or by facsimile transmission to the address or to the facsimile number of the other party set out in this Agreement (or such other address or numbers as may have been notified or commonly used between them) and any such notice or other document shall be deemed to have been served on the earlier of the date of acknowledgment of receipt by countersignature or email from the addressee, or 24 hours after the sending of that communication.

22. PUBLICITY

1. The Parties shall be free to announce their engagement in this Agreement and to publicly advertise their commercial relationship with the other.

23. AMENDMENTS

1. Neol reserves the right to change or modify the terms of this Agreement in its discretion at any time. Neol will notify such changes by updating this Agreement on the Neol Platform, or by notification to the Neol Community Member. All modifications or changes to this Agreement will become effective upon publication on the Neol Platform or notification to the Neol Community Member. The Neol Community Member acknowledges that its continued use of the Neol Platform and/or Services is deemed acceptance of the modified Agreement.
2. If the Neol Community Member does not agree to any changes to this Agreement, it must cease its use of the Services and Neol Platform immediately and shall be entitled to terminate the agreement pursuant to clause 14.4.

24. INVALIDITY AND SEVERABILITY

1. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

25. ENTIRE AGREEMENT

1. Subject to Clause 22.3, this written Agreement (including the annexes) constitutes the entire agreement between the parties hereto relating to the subject matter hereof.
2. Each of the parties acknowledges that, in agreeing to enter into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party before the signature of this Agreement.  Each of the parties waives all rights and remedies which, but for this sub-clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.
3. Nothing in this Clause 22 or Clause 15.3 and Clause 15.4 shall relieve either party of liability for fraudulent misrepresentations, and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation.
4. No change, alteration, or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

26. SUCCESSORS

1. This Agreement shall be binding upon and endure for the benefit of the successors in title of the parties hereto.

27. ASSIGNMENT

1. Neither party will be entitled to assign, novate or otherwise transfer this Agreement or all or any of its rights and obligations hereunder without the prior consent of the other party, such consent not to be unreasonably withheld or delayed.

28. SUB-CONTRACTING

1. Neol shall be entitled to sub-contract the whole or any part of its obligations hereunder to any third party without the prior consent of the Neol Community Member.

29. THIRD PARTY RIGHTS

1. No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement.

30. THIRD PARTY INTEGRATIONS

1. Where the Neol Platform and/or integrates with third party services (such as providers of reward or incentive services) use of the functionality provided by those third parties may be subject to additional terms and conditions. Where such terms apply, they will be made known to relevant Neol Community Member.

31. DISPUTE RESOLUTION

1. All disputes or differences which shall at any time hereafter arise between Neol and the Neol Community Member in respect of the construction or effect of this Agreement or the rights duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this Agreement (a “Relevant Event”) shall be referred to such independent third party (the “Third Party”) as Neol and the Neol Community Member shall jointly nominate (unless the parties mutually agree to litigate their differences in the courts of England and Wales).
2. If Neol and the Neol Community Member shall fail to nominate a Third Party within 14 days of the date of occurrence of the Relevant Event then the Third Party shall be nominated by the London office of the Centre for Effective Dispute Resolution.
3. The Third Party shall act as an expert and not as an arbitrator whose decision (including as to costs) shall, except in the case of manifest error, be final and binding upon Neol and the Neol Community Member.

32. GOVERNING LAW

1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and (subject to Clause 28 (Disputes)) the parties submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter (including non-contractual disputes or claims).