THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY. YOUR CONTINUING ENGAGEMENT WITH US AND THE NETWORK WILL BE TAKEN TO AMOUNT TO YOUR CONFIRMATION AND AGREEMENT.

Parties

(1)       Green Bee Insights Ltd, a company registered in England and Wales with company no. 12297268, registered office Viewpoint, Basing View, Basingstoke, RG21 4RG, United Kingdom (Green Bee)

(2)      You (Consultant)

BACKGROUND

(A) Green Bee has clients who may be interested in purchasing services from suitably experienced consultants.

(B) Green Bee provides opportunities for consultants in its Network to participate in different types of projects such as online consultations and projects that require greater time commitments. Members of the network may participate in other activities such as:

• Selling reports through Green Bee platform
• Engaging in networking and educational opportunities
• Receiving rewards for referring friends and colleagues to the Green Bee Network   

1.            INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1         Definitions:

               Introduction: linking the Consultant to an employee at a Prospective Client who is of sufficient seniority to authorise or recommend the purchase of the services from the Consultant. Introduce, Introduces, and Introduced shall be interpreted accordingly.

               Consultant Profile: a profile of the Consultant with biographical information and details of its skills and experience, prepared and maintained by Green Bee.

               Prospective Client(s): a person to whom the Consultant has not at any time previously provided any services and with whom the Consultant has not been in bona fide negotiations to provide services in the six months before the Introduction Date.

               Relevant Contract: a contract for the supply of services entered into between the Consultant and a Prospective Client who was Introduced to the Consultant by Green Bee.

1.2         Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3         Company. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4         Singular and plural. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.            APPOINTMENT, INTRODUCTIONS AND TERM

2.1         Appointment. Green Bee appoints the Consultant to be a member of the Network,  and will prepare and maintain the Consultant Profile.

2.2         Introductions. Green Bee agrees to make the Consultant Profile available to Prospective Clients, and to make Introductions of Prospective Clients to the Consultant on the terms of this agreement.

2.3         Term. The Consultant’s appointment starts on the date given at the beginning of this agreement, and will continue until terminated in accordance with the agreement.

3.            DUTIES OF CONSULTANT

3.1         Good faith. The Consultant shall at all material times act in good faith towards Green Bee and shall not allow its interests to conflict with its duties under this agreement.

3.2         Provide Background Information. The consultant agrees to provide Green Bee with accurate and complete biographical information, including their current job status and at least two years of employment history, and to promptly update that information as it changes. Green Bee or its Clients may ask the consultant for other information, including their availability, or suitability to consult on particular topics or in general. While Green Bee may revise the Consultant Profile Information on the consultant behalf based upon information upon available sources, the consultant is solely responsible for maintaining and updating the Consultant Profile and ensuring its accuracy. The consultant agree not to accept any Project or consult with any Client unless their Consultant Profile Information is accurate, complete, and current. The consultant understands that Green Bee, Clients, and Green Bee’s third-party partners are entitled to rely on their Consultant Profile information.

3.3         Other activities. This agreement does not preclude the Consultant from undertaking additional consultancy or work.

3.4         Warranty. Subject to Clause 3.3, the Consultant warrants that it will not, as a consequence of entering into and performing its obligations under this agreement, be in breach of any express or implied terms of any contract, agreement or other arrangement with, or any obligation to, any third party, and there is no contract, agreement, or other arrangement or interest that will or may give rise to any conflict of interest between it and Green Bee.

3.5         Notices of suspension or cessation of services. The Consultant shall inform Green Bee immediately if the Consultant suspends or ceases to perform the relevant services.

3.6         Freedom of Consultant not to pursue Introductions. The Consultant shall be under no obligation to follow up any Introduction made by Green Bee or enter into a contract with a Prospective Client.

3.7         Delegation of work. The consultant may not assign Projects or Platform Activities or delegate any portion of their work to others (including without limitation to any other employees of their firm) without Green Bee’s prior written consent.

4.            EXTENT OF CONSULTANT’S AUTHORITY

4.1         No authority to bind. The Consultant shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Green Bee in any way, and shall not do any act which might reasonably create the impression that the Consultant is so authorised.

4.2         No authority to contract or negotiate. The Consultant shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Green Bee.

5.            FEES & PAYMENT

5.1         Consultations Fee. Green Bee will agree with the expert on an hourly rate for consultations. Green Bee will pay the expert the fee for those consultations.

5.2         Project Fees. The consultant may negotiate their daily rate for longer projects with the client directly. Green Bee fee is 25% of the total professional fee payable by the client

5.3         Payment of fees and commission. The Consultant agrees that the fee payable under a Relevant Contract for longer project shall be paid by the client to Green Bee, and that Green Bee is entitled to deduct its commission before paying the balance due to the Consultant. The said balance shall be payable to the Consultant in the currency in which it is received by Green Bee. Green Bee will aim to transfer the fee payable to the Consultant within the same business day that the fee is received from the client and will ensure that the fee is transferred to the Consultant within a maximum period of 15 working days.

5.4         Duty on Consultant to provide fee data. At Green Bee’s request, the Consultant shall promptly notify Green Bee in writing of the date it enters into a Relevant Contract, and the total fee payable under the Relevant Contract.

5.5         Compensation. Unless otherwise agreed in writing by Green Bee or stated in any Project invitation, the consultant will be compensated only for the time they spend interacting with Clients on Projects at their agreed rate. The consultant will not be compensated for preparation time, wait time, or time set aside if a Project with a Client does not occur.

5.6         Disputes. If any dispute arises as to the sums payable by Green Bee to the Consultant, the same shall be referred to Green Bee’s auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

6.            OBLIGATIONS OF GREEN BEE

6.1         Good faith. Green Bee shall at all material times act in good faith towards the Consultant and shall not allow its interests to conflict with its duties under this agreement.

6.2         Introductions. Green Bee shall use its best endeavours to make Introductions of Prospective Clients pursuant to clause 2.2.

6.3         No authority to bind. Green Bee shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind the Consultant in any way, and shall not do any act which might reasonably create the impression that Green Bee is so authorised.

6.4         No authority to contract or negotiate. Green Bee shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Consultant, including for the provision of services or the price for them, and shall not negotiate any terms for the provision of services with Prospective Clients.

7.            CONFIDENTIALITY

7.1         Obligations of confidentiality. Each party undertakes that it shall not at any time during this agreement or after its termination disclose to any person any confidential information concerning the business, affairs, customers, clients or consultants of the other party, except as permitted by this Clause.

7.2         The following should be considered strictly confidential:

(1) the identity of Clients (e.g., do not list Clients on your resume, website, or any business networking profile);

(2) information about Projects, including Project invites and lists to which the consultant is granted access;

(3) information about any actual or potential business, investment or trading decisions, or transactions of any Client;

 (4) materials and information provided to the consultant by Client; or

 (5) any other nonpublic or proprietary information of Green Bee or its Clients

7.3         Confidentiality exceptions. Each party may disclose the other party’s confidential information:

(a)          to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause ‎7; and

(b)          as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.4         Limited use of confidential information. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

8.            COMPLIANCE

8.1         Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

8.2         The Consultant must decline, or discontinue participation in, any project or platform activity that presents a conflict of interest or would result in a violation of any applicable law, these terms & conditions, or their obligations to past or present employers or any other third party.

8.3         During the course of their participation in Green Bee Group activities, the consultant SHALL NOT disclose confidential information, which includes:

(a)          Material, non-public information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;

(b)          Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom the consultant have consulted, or any other third party;

(c)           Non-public or confidential information related to pending government action or inaction;

(d)          Information that the consultant has a duty or has agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);

(e)          Information that was disclosed to the consultant or to which they were permitted access under the assumption or expectation that the consultant would keep it confidential; and

(f)           Information the consultant believe may be confidential.

Additionally, the consultant will not disclose any information that they are otherwise prohibited from disclosing under applicable law or which might result in their  breach of any regulatory, legal, ethical, or professional standard or rule.

The consultant further agree to the following:

If the consultant is an employee or director of a company, they will not

•             discuss or disclose that company’s information (such as its performance, strategy, processes, operations, or internal metrics),

•             accept or engage in any Projects or Platform Activities about that company, or

•             consult for any Client they reasonably believe to be a direct competitor of that company in each case without the express written consent of the company and Green Bee;

•             If the consultant is an auditor or former auditor, they will not consult about organizations that they or their employer currently audit or have audited in the last three years;

•             If the consultant has worked in the accounting or finance department of a company within the last year, they will not discuss accounting or financial issues relating to that company or its affiliates;

•             If the consultant is an employee or director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connection with such tender offer, they will decline all Project invitations until the commencement of such offering or while the tender offer process is ongoing;

•             If the consultant is a lawyer, they will not give legal advice in connection with a Project or Platform Activity, and they will not establish an attorney-client relationship with Clients through Projects or Platform Activities;

•             The consultant will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security;

•             The consultant will not accept any compensation other than that provided by Green Bee for their work performed for Clients without first obtaining the express written consent of Green Bee;

•             The consultant will not record or transcribe, or permit any third party to join (except with prior consent from Green Bee), their consultations with clients.

•             If the consultant is an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, the consultant  agrees not to discuss legislation, regulation, policy, contracts, or other business that they are in a position to vote upon or otherwise  influence.

•             Further, the consultant agrees to promptly notify Green Bee if they become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.

8.4         The consultant represent that they have not been:

•             Convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);

•             Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices;

8.5         Tax evasion. The Consultant must not engage in any activity, practice or conduct which would constitute a UK tax evasion offence, a foreign tax evasion offence or a corporate failure to prevent offence under the Criminal Finances Act 2017 (including any amendments).

9.            CONTENT

9.1         The consultant represent that any materials, regardless of format, that they submit to Green Bee’s platform, or otherwise provide to a Client or to Green Bee, whether orally or in writing, (collectively, “Content”) is their intellectual property or they have obtained any necessary permissions or licenses to such Content. The consultant is solely responsible for their Content, and they agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions.

9.2         As part of a Project, the consultant may be asked to create content for individual Clients (“Project Content”). The consultant hereby assigns, convey, and transfer to Client all right, title and interest in and to the Project Content and agree that any Project Content shall be solely owned by Client unless otherwise agreed in writing with the client.

9.3         The consultant further consents to Green Bee’s Clients recording and/or transcribing their consultations or other interactions with them (“Client Recordings”), and agree that any such Client Recordings are owned by Green Bee’s Clients and may be used by such Client and Green Bee for any purpose permitted under that Client’s agreement with Green Bee.

10.         ANTI-BRIBERY

10.1       Anti-bribery compliance by Consultant:

(a)          Compliance with Bribery Act 2010.  The Consultant shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption (Relevant Requirements), including but not limited to the UK Bribery Act 2010;

(b)          Conduct outside the UK.  The Consultant shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out inside the UK; and

(c)           Reporting obligation. The Consultant shall promptly report to Green Bee any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of this agreement.

10.2       Ensuring compliance from associated persons. The Consultant shall ensure that any person associated with the Consultant who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Consultant in this Clause ‎10. The Consultant shall be responsible for the observance and performance of such terms by such persons,  and shall be directly liable to Green Bee for any breach by such persons of any of such term.

11.         DATA PROTECTION

11.1       Compliance.  Each party shall comply with all applicable data protection and privacy legislation in force from time to time in the UK.

11.2       Indemnity.  Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of data protection legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

12.         LIMITATION OF LIABILITY

12.1       Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for:

(a)          Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).

(b)          Fraud. Fraud or fraudulent misrepresentation or wilful default.

(c)           Liability under indemnities. Liability under the indemnities contained in this agreement.

(d)          Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

12.2       Limitations of liability. Subject to Clause 12.1 above, Green Bee shall not under any circumstances whatever be liable to the Consultant, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(i)            any loss of profit, sales, revenue, or business;

(ii)           loss of anticipated savings;

(iii)          loss of or damage to goodwill;

(iv)          loss of agreements or contracts;

(v)           loss of use or corruption of software, data or information;

(vi)          any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or

(vii)         any loss that is an indirect or secondary consequence of any act or omission by Green Bee.

12.3       Green Bee agrees that for its part it shall not seek to impose on any individual consultant any liability for damages based on his or her performance of services hereunder as a member of Green Bee’s expert network, including without limitation for any incidental, consequential, punitive, or special damages, so long as such damages do not relate to or arise out of the failure of the consultant to comply with these Terms & Conditions

12.4       No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this Clause in respect of any liability arising from its deliberate default.

12.5       No liability for claims not notified within six months. Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.         TERMINATION

13.1       Termination by Green Bee. Green Bee has the unlimited right to terminate the consultant membership at any time and for any reason.

13.2       Termination on notice. Without affecting any other right or remedy available to it, the consultant may terminate this agreement by giving written notice to Green Bee, as follows:

(a)          the lesser of 28 days and the remaining term of a live project, if the Consultant is actively participating in a project; and

(b)          24 hours, in all other circumstances.

14.         CONSEQUENCES OF TERMINATION

14.1       Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: Clause ‎1, Clause ‎5, Clause ‎7 and Clause 14 to Clause 18 (inclusive).

14.2       Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

15.         RESTRICTIONS

15.1       Restriction. In order to protect Green Bee’s business connections to which the Consultant has access, the Consultant agrees that it shall not during the course of this agreement and for 1 year after termination of the agreement:

(a)          provide services for Prospective Clients except under a Relevant Contract;

(b)          introduce Prospective Clients to any  business  concern  which  is  (or  intends  to  be)  in  competition  with  those parts of Green Bee’s business with which the Consultant was involved; or

(c)           offer to employ or engage or otherwise endeavour to entice away from Green Bee any other member of the Network.

15.2       Exception for previously-known clients. Clause 15.1 does not apply if the Consultant knew the Prospective Clients before the date of this agreement.

15.3       All interactions must be set up through Green Bee or its systems. The consultant is NOT permitted to share their contact information (either phone or email) directly with the Client without the written consent of Green Bee.

15.4       If a Client contacts the consultant without having arranged the Project through Green Bee, and the consultant consult with the Client, they are not eligible for payment from Green Bee, even if the call is a follow-up to a recent Project that was arranged through Green Bee. Clients are not authorized to expand the scope of a Project except with Green Bee’s written authorization.

16.         STATUS OF PARTIES

16.1       No partnership or agency between the parties. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.2       No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.3       Status of Consultant. The Consultant is an independent contractor and as such will not be entitled to any pension, bonus, holiday, sickness or other fringe benefits from Green Bee. The Consultant is not a subcontractor, agent, officer or employee, worker or partner of Green Bee and will not hold itself out as such.

16.4       Employment taxes. The Consultant will be responsible for, and will account to the appropriate authorities in each appropriate jurisdiction for, all income tax liabilities and national insurance or similar contributions payable. The Consultant indemnifies Green Bee against any liability, assessment or claim together with all reasonable costs and expenses and any penalty, fine or interest paid by Green Bee in connection with or in consequence of any such liability, assessment or claim for:

(a)          taxation arising from or in connection with carrying out the Relevant Contract, where such recovery is not prohibited by law; and

(b)          any employment-related claim or claim based on worker status brought by the Consultant against Green Bee arising out of or in connection with the Relevant Contract, except where such claim is as a result of any act or omission of Green Bee.

Green Bee may satisfy the indemnity in this Clause by way of deduction from any payment due to the Consultant.

17.         ENTIRE AGREEMENT

17.1       Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2       No reliance on matters outside agreement. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

17.3       Misrepresentation and misstatement.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

17.4       Fraud. Nothing in this Clause shall limit or exclude any liability for fraud.

18.         MISCELLANEOUS

18.1       Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.2       Assignment and other dealings. This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

18.3       No automatic waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.4       Severance.

(i)            Deemed modification or deletion. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this agreement.

(ii)           Obligation to negotiate compliance amendments. If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.5       Form of notices.  Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this Clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.

18.6       Exclusions from notice provisions. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18.7       Third party rights. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

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

18.9       Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

How to contact us

Please contact usby email or telephone if you have any questions about this privacy policy or the information we hold about you.

By email:                      info@greenbeeinsights.com

Via the website:              https://greenbeeinsights.com/contact/

By Telephone:               +44 203 475 8110

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