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TERMS OF USE AND CONDITIONS OF OUR WEBSITE AND MEMBERSHIP IN PROJECT BRAINS AND OFFERING AND/OR PARTICIPATION IN PROJECTS
(to be read in conjunction with any Statement of Work)

If you object to anything in the Terms and Conditions or otherwise do not understand or do not agree to be bound by these, DO NOT use the website and exit immediately.  Please specifically refer to sections titled INDEMNIFICATION and LIMITATION OF LIABILITY which deal with limitation of our liability and your indemnity.

Your membership and participation in Project Brains and use of our website is subject to the following terms and conditions (“Terms & Conditions”). We encourage you to read the Terms & Conditions carefully. By using or registering as a member to our website, you confirm that you accept these Terms & Conditions, as modified by us from time to time in our sole discretion and that you agree to comply with them and also confirm that you have read and understood our Privacy Policy at https://www.projectbrains.io/policy

These Terms & Conditions with its attachments and our Privacy Policy, constitute the entire and only legally binding agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter. You acknowledge that in accepting these Terms & Conditions, you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms & Conditions and/or our Privacy Policy.

Any breach by you of these Terms & Conditions may result, among other things, in immediate termination of your membership and participation in Project Brains.

OVERVIEW

Project Brains is an information technology product offered by Project Brains Limited, a private limited company registered in England at the address of 4th Floor, Silverstream House 45 Fitzroy Street, Fitzrovia, London, England, W1T 6EB and with company number 13490896  (“we”, “us”, “our”) which is the sole owner and operator of Project Brains.  Project Brains is a technology platform that aims to create a network and marketplace for Business (each, a “Business” and collectively, “Businesses”) and Specialist (each, an “Specialist” and collectively, “Specialists”) who have registered to our website and any related software, applications, services and/or products (collectively  “Website” or “Platform”).

Project Brains Platform offers a venue where Businesses and Specialists connect for the provision of certain services for listed projects (“Services”). We do not have control over any aspect of any Services including, without limitation, the legality, timing, quality, performance or non-performance thereof. Further, we do not supervise or control any aspect of the Services performed by the Specialists, and Businesses are responsible for supervising and controlling the Services performed by the Specialists. As such, we do not make any representations, warranties or covenants about any aspect of any Services performed.

Project Brains Platform will operate in the following fashion:

- Businesses and Specialists will join Project Brains Platform as a member on a voluntary basis.
- Businesses will publish needs for projects (“Projects”).
- Specialists may be matched or choose to offer their services for these Projects.
- Should a Business and Specialist agree to work together on a Project, we will help them manage invoicing and paperwork for such a project as per the following scenarios.
§  Scenario 1: We have a Statement of Work with the Business and another with the Specialist
§  Scenario 2: We have a Statement of Work with the Specialist only, who in turn has a separate contract with  the Business.
- Each Statement of Work shall be governed by and subject to these Terms and Conditions and the Parties shall use the form set out in Schedule 1.
- Each Statement of Work validly executed in accordance with the Terms and Conditions shall be subject to the Terms and Conditions and shall be binding as between the Parties.
- Any defined terms used in each Statement of Work shall have the same meaning as set out in Terms and Conditions, unless agreed otherwise.
- In the event of any inconsistency or conflict between Terms and Conditions and any Statement of Work, the terms of the terms of the Statement of Work. shall take precedence over this Terms and Conditions.

DISCLAIMERS

- Project Brains is not itself a regulated financial or digital service or product, rather it is a technical method to inform its users about financial or digital services or products. 
- The information contained in this website is for general information purposes only and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. 
- Any reliance you place on such information is therefore strictly at your own risk. 
- In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of Project Brains.
- Through Project Brains website you may be able to link to other websites which are not under our control. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. Your use of a third-party site may be governed by the terms and conditions and privacy policy of that third-party site and is at your own risk.
- Reasonable effort is made to keep the Project Brains platform up and running smoothly. However, we do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons. We take no responsibility for, and will not be liable for, the platform being temporarily unavailable due to technical issues beyond our control.
- We do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software.
- The content on our Platform is provided for general information only. It is not intended to amount to advice on which you should rely.
- Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date. The Platform is provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including, without limitation, warranties of title, custom, usage, merchantability, noninfringement or fitness for a particular purpose. You hereby expressly agree that use of the platform is at your sole and exclusive risk. 

AS A SPECIALIST 

Criteria and your responsibilities

You may become a Specialist and participate in a Project if, and only if, all of the following compliance conditions are satisfied:

- Your membership and participation would not present any conflict of interest.
- Your membership and participation would not cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).
- Your membership and participation would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).
- You shall be responsible for your compliance with your obligations under this Terms and Conditions.
- Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you.
- You agree not to consult on a Project for a Business that is a direct competitor of a company for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position).
- Your membership and participation would not result in any communication or disclosure to any third party of any material non-public information concerning any public company or security.
- Your membership and participation would not violate any law, rule or regulation.
- You are solely responsible for determining whether you are permitted to join Project Brains and to participate in Projects.  Before applying to join Project Brains, you must review any and all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics and similar employment policies.  
- You should also consider whether you should obtain consents or waivers from your employer, clients or any other third parties (if applicable, in each instance) to ensure that you are permitted to act as a Specialist. A Specialist’s participation in any Project with any Business is at the Specialist’s sole discretion.

Accuracy of Information
- You are solely responsible for the accuracy and completeness of information that you provide to Project Brains (your “Specialist Information”) and you understand that Project Brains, Businesses and third parties may and will rely on your Specialist Information.  
- You agree to provide us with accurate and up-to-date biographical information on your application and in connection with any further queries, including, without limitation, your current and former employment, and any conflicts or restrictions on your ability to consult.  
- Based on further information from you or other sources, we may amend your Specialist Information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your Specialist Information and to update changes promptly.

Projects

- You shall only accept projects with Project Brains Business that have been individually arranged or explicitly approved by Project Brains in writing. 
- If a Business requests additional projects or other work, you must receive explicit written approval from us before commencing work. 
- If you are invited by Project Brains to review a Project for a Business, you should either accept or decline the invitation within 48 hours of issuance. If no reply is given in 48 hours, you will be deemed to decline it.

- You are not permitted to invite any third-party to participate in any project without Project Brains’ prior written consent.  

- If you accept a Project, you cannot substitute your participation with another person without prior written consent from the Business and Project Brains. You can choose the individual performing the Project activities and may substitute one individual with another after duly informing Project Brains and the Business and getting a written acknowledgment from Project Brains, so long as the substitute has equivalent qualifications, skills and experience.
- We make no representation regarding the frequency or quantity of project requests that you will receive. 
- In exchange for the compensation paid to you for such Projects, you agree to release Project Brains and the Project Brains Parties (as defined in the Indemnification Paragraph below) and Project Brains Businesses from any and all claims and liabilities including, without limitation, any claim for libel, defamation, invasion of privacy, violation of the right of publicity, or commercial appropriation of name and likeness.
- You represent and warrant that you will perform all Projects with all due skill, care and diligence consistent with the highest industry practice, in accordance with all applicable laws, and you will at all times during the engagement use your best endeavours to promote the interests of us.

Notable Exceptions
Government employees
- If you are a government employee and your employer prohibits its employees from participating in outside consulting projects, you may not be an Specialist in Project Brains or participate in any Project. 
- If you are a government employee who may engage in outside consulting, you agree not to consult about matters presently regulated by the agency or department in which you are employed. 
- You further agree not to consult about any legislation, regulation or policy that you are in a position to vote upon or otherwise influence. 
Investment advice
- Project Brains is not a registered investment adviser and cannot transact business as an investment adviser or give investment advice. 
- You agree not to provide to Project Brains or to any Business any investment advice including, without limitation, advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.

Healthcare professionals 
- If you are a healthcare professional, you agree not to disclose any patient or other information prohibited by applicable laws, rules or regulations, or to dispense any medical advice at any time during the course of your service as an Specialist.  - You shall promptly notify us if, in your reasonable opinion, a Business is seeking to speak to you for any purpose other than to conduct research (e.g., attempting to obtain medical services, or market products or services to you). 

Attorneys and auditors
- If you are an attorney, you agree not to consult about any clients you currently represent or to disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present clients.  
- If you are currently an auditor or formerly an auditor, you agree not to consult about companies or other organizations that you currently audit or have audited within the last three years.
- You agree not to provide to Project Brains or to any Business any legal advice or auditor opinions.

General Responsibilities of Specialists

Prior misconduct
- You represent that you have not been convicted of or charged with any crime. You represent that you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organization or other law enforcement body.
- Should your status change with respect to any of these representations, you shall immediately inform Project Brains in writing.

Independent status

- Project Brains is not an employment service or employment agency, and Project Brains does not employ Specialists. In all cases, Specialists are independent contractors. That means Specialists are free to accept or reject any Projects, perform Services free from the supervision and control of us, and provide their own tools and equipment. You are solely responsible for using suitable premises and equipment while performing the Services.- It is understood and agreed that any services performed by you under these Terms & Conditions shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on Project Brains’ behalf or to represent that you have any such authority
- You shall not be deemed to be an employee of Project Brains or any of its Businesses and you shall not be entitled to any benefits provided by either Project Brains or any of its Businesses. You shall not identify yourself to any person or entity as an employee of Project Brains or any of its Businesses.
- You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms & Conditions.
- You understand and agree that if Project Brains is found liable for any taxes, other than on Project Brains’ own income and/or face with any penalty or any employment-related claim or claim based on worker status brought by you against us or Businesses arising out of or in connection with the provision of the Services, you will immediately indemnify us against any liability, assessment or claim and pay to Project Brains an equivalent amount, including all reasonable costs and expenses and any interest and penalties thereon. We may satisfy the indemnity under this section by way of deduction from any payment(s) due to you, whether in part or in full.
- Nothing in these Terms & Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, Project Brains or Businesses.
- You represent that you are joining Project Brains in your individual capacity and not as an agent or representative of any entity or individual (including, without limitation, any investment adviser), unless otherwise agreed in writing between Project Brains and such entity or individual. You have no authority to commit us to any legally binding agreement, nor to incur expenditure, sign any document, bring any proceedings nor make any promise on behalf of us or any Business unless we or the Business have specifically authorised you to do so, in writing, in advance. You must not hold yourself out as having authority to do any of these things unless such authorisation has been provided.

Intellectual property
- You are solely responsible for the content that you share or create in connection with your performance of Services hereunder.  
- You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”), that you provide to Project Brains, Business or third parties in connection with your performance of such Services.
- IP that you create in connection with any Project shall be solely owned by the Business who requested the Project and that Business may use such IP for any purpose permitted under applicable law and that Business’ agreement with Project Brains.
- In consideration of the payment to be made to you, you hereby transfer to the Business by way of present and future assignment with full title guarantee all intellectual property rights (including but not limited to any and all copyright, rights in inventions, patents, knowhow, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and similar rights, as well as the validity of any and all applications or registrations thereof), whether registered or not, including applications to protect or register such rights and all renewals and extensions of such rights or applications, whether vested, contingent or future and wherever existing, in the work and/or any inventions created or developed by you in providing the Services (either alone or jointly with others) (collectively, “Project Content”). For work in respect of which intellectual property rights are assigned to the Business hereunder, you hereby irrevocably waive all your, and will procure the waiver by all third parties of all their, moral rights in such Work, under the Copyright, Designs and Patents Act 1988 (and all analogous legislation worldwide) to the extent permitted by law.
- By submitting Project Content to or through the Platform, you represent and warrant that: i. You own the Project Content; ii. You are entitled to submit the Project Content; and, iii. the Project Content is accurate, truthful, not confidential, and not in violation of any contractual restrictions or other third party rights and iv. the transfer of ownership shall not infringe any rights of third parties.
- Any inventions, discoveries or improvements that are based in any way on any IP you create for a Business in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Business.
- Any IP that you created prior to, or independently of, any Project (hereafter, “Specialist IP”) remains your property. However, with respect to any Specialist IP that you share or otherwise provide to a Business in connection with a Project, you shall automatically grant that Business a perpetual, world-wide, royalty-free, and transferable license to use such Specialist IP.
- Without limiting the foregoing, you further agree that each Business is free to use any ideas, concepts, know-how, or techniques contained in any IP you share with or otherwise provide to that Business for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information
- All of the design, text, and graphics of the Platform, as well as the selection and arrangement thereof, are proprietary and copyrighted works of Project Brains, with all rights reserved. The Platform images and text, and all page headers, graphics, HTML based computer programs used to generate pages on the Platform, and icons are our trademarks, service marks and/or trade dress, and may not be used without our prior written permission. All uses thereof inure to our benefit. You may print off one copy, and may download extracts, of any page(s) from our website solely for your personal use and you may draw the attention of others to content posted on our Platform. 

AS A BUSINESS 

Criteria and your responsibilities

As a Business, you may become a client on Project Brains and issue requirements for a new Project if, and only if, all of the following conditions are satisfied:

- You are a genuine Business.
- You shall assign a qualified person to oversee our provision of the Services. 
- You are responsible for all management decisions relating to the Services.
- You shall be responsible for your personnel’s compliance with your obligations under this Terms and Conditions.
- Your membership and participation would not violate any law, rule or regulation.

Accuracy of information
- To the best of your knowledge, all information provided by you or on your behalf (“Client Information”) will be accurate and complete in all material respects. 
- The provision of Client Information to us will not infringe any copyright or other third-party rights.
- You acknowledge and agree that we will rely on Client Information made available to us and, unless we expressly agree otherwise in writing, will have no responsibility to evaluate or verify it.

Projects
- You shall only request Projects that are genuine in nature. Project Brains reserves the right to reject any Project requests and stop any ongoing projects should we determine that it is not a genuine project in our sole discretion.
- You shall only accept Projects with Project Brains Specialists that have been individually arranged or explicitly approved by Project Brains. 
- If you wish additional Projects or other work, you must receive explicit approval from us before asking the Specialist to commence work. 
- If a Specialist has offered services for your Project, you should either accept or decline the offer within 48 hours of receipt. If no reply is given in 48 hours, you will be deemed to decline it.
- You are not permitted to invite any third-party to participate in any Project without Project Brains’s prior written consent.
- We make no representation regarding the frequency or quantity of specialist offer or eventual fulfillment that you will receive. 

- We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any Client Information and Project details  posted on the Platform that violates the Terms & Conditions or is otherwise objectionable in our sole and exclusive discretion.

- Project Brains or Specialist will choose the individual performing the Project activities and may substitute one individual with another after duly informing you, so long as the substitute has equivalent qualifications, skills and experience.

COMMON TERMS AND CONDITIONS FOR BOTH SPECIALIST AND BUSINESSES

• As you are deriving a commercial benefit from the services provided by us on our Platform, you are a BUSINESS for the purposes of these Terms & Conditions (i.e. not a consumer).

• To be eligible to use the Platform, you represent, warrant and covenant that you: 

• Are eighteen (18) years of age or older;

• Have full power and authority to enter into the Terms & Conditions and to be bound by the Terms & Conditions; 

• Will not violate any other agreement to which you are a party by agreeing to the Terms & Conditions; 

• Are not restricted from using the Platform in any way or for any reason;

• Are not using the Platform for reasons that are in competition with or adverse to Project Brains; 

• Maintain the security and confidentiality of your account information, including, without limitation, your username and password; 

• Be responsible for all activity that occurs under your account, whether by you or by others; 

• Notify us immediately of any unauthorized use of your profile, the need to deactivate your profile due to security concerns, or any other breach of security; 

• Be liable for all charges, damages and losses incurred or suffered by you and/or by us as a result of activity under your account; 

• Ensure that you log out of your account at the end of each session; 

• Not disclose confidential information and/or ideas on or through the Platform that you do not want used or shared by others; 

• Comply with all applicable laws, rules and regulations, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and applicable regulatory requirements; 

• Provide accurate information in your profile, and update such information as necessary; 

• Use the Platform in an honest, respectful and professional manner;

• Comply with the Bribery Act 2010;

• 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;

• Will only maintain one account at any given time and, 

• Use the Platform solely for permitted purposes as it is intended to be used.

• If you are a legal entity, the individual acting on your behalf is recognised as duly authorized by such legal entity.

• Whenever you make use of a feature that allows you to upload content to our Platform, or to make contact with other users of our Platform, you must comply with the content standards set out in the Acceptable Usage of our Website section below.

• Other than any personal information which will be dealt with in accordance with our Privacy Policy, any content you upload to our Platform will be considered non-confidential.

• We have the right to remove any posting you make on our Platform if, in our opinion, your post does not comply with the content standards set out in these Terms and Conditions.

• We are not liable to you if we fail to comply with these Terms and Conditions because of circumstances beyond our reasonable control, including but not limited to, strikes, lock-outs, or other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident, or epidemics or pandemics.

• We have the right to request any information to identify or verify your identity, as well as to prevent fraud. In certain jurisdictions, we may be legally required to collect personal information to comply with anti-money laundering regulations. We reserve the right to terminate, suspend or limit access to the services available through our Platform if your information cannot be obtained or verified.

• - You shall not offer, give or promise to give any gift, payment, consideration, financial or non-financial advantage to another person directly or indirectly in connection with a Project or these Terms & Conditions.
  - You further agree not to accept or agree to accept any gift, payment, consideration, financial or non-financial advantage in exchange for obtaining or retaining business or improperly performing a relevant function. You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Businesses. 
  - You further agree not to mislead or misrepresent yourself to a person for any reason directly or indirectly related to a Project or these Terms & Conditions including, without limitation, for the purpose of gathering information from such person for a Project.

Fees and Payment

- In consideration of connecting Businesses and Specialists on our Platform, you shall pay our fees and specific expenses in connection with the Services as published on https://projectbrains.io/pricing.(“Fees”)  Project Brains shall maintain your selection of the fee category at all times.
- Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally).

- Our fees are exclusive of any bank charges, FX charges, taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay.
- Unless otherwise set forth in the applicable Statement of Work, payment is due within 7 days of presentation of each of our invoices.
-  Payments referred to herein shall not be refundable under any circumstances.

- If your payment of any fees payable to us under these Terms and Conditions is not received by us in accordance with the above, we may charge interest on any balance outstanding at the rate of 6% per year above the Bank of England’s base rate.

- We have the right to offset any money properly due by you to us against any amounts payable by us to you under this Terms and Conditions. 

- Under no circumstance or scenario will Project Brains be responsible to pay, compensate or reimburse the Specialist for the work they may have undertaken or will be undertaking for a Business. Where we are acting as a collection service provider on behalf of the Specialist, we will only pay the Specialist after and only to the extent the Business has paid Project Brains, and after having made deductions of our Fees and other agreed costs. 

- Specialists agree that the payment to be made to him/her is strictly conditional on the successful receipt and retention of his/her fees from the Business by us.

Termination

- Membership is strictly voluntary. Both you and we may discontinue your participation at any time for any reason, or indeed no reason. You may terminate your membership and deletion of your account in Project Brains at any time by providing us with written notice by sending email to info@projectbrains.io. Likewise, Project Brains may terminate your membership in Project Brains at any time and for any reason without providing notice.
- We reserve the right to suspend and/or terminate your membership with immediate effect, including your right to access the Platform and the services it offers, at any time and without giving any reason. In such a case, we have no obligation to make any payments to you (other than accrued fees at the date of termination if any)
- In the event that your membership is terminated for any reason, you must immediately stop using our Platform.
- Termination shall not relieve either party of its obligations under these Terms and Conditions intended to survive termination, which include, but are not limited to: Privacy, Application of the Terms and Conditions, Confidentiality, Non-Solicitation, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Venue and Miscellaneous.

Indemnification

YOU (SPECIALISTS AND/OR BUSINESSES)  AGREE TO FULLY INDEMNIFY, DEFEND AND HOLD US, AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND SUPPLIERS (collectively, the “Project Brains Parties”), HARMLESS IMMEDIATELY ON DEMAND, FROM AND AGAINST ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, COSTS AND EXPENSES, INCLUDING REASONABLE LEGAL FEES, DIRECTLY OR INDIRECTLY ARISING OUT OF OR ALLEGED TO RESULT FROM A) YOUR BREACH OF THE TERMS & CONDITIONS AND ITS ATTACHMENTS (B) ANY INFORMATION AND/OR CONTENT YOU SUBMIT TO OR TRANSMIT THROUGH THE PLATFORM, (C) YOUR OR MISUSE OF THE PLATFORM INCLUDING, WITHOUT LIMITATION, YOUR UNAUTHORIZED OR UNLAWFUL USE OF THE PLATFORM; (D) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION PERTAINING TO YOUR USE OF THE PLATFORM; (E) BEING A MEMBER TO OUR PLATFORM AND YOUR USE OF OUR WEBSITE (F) YOUR PARTICIPATION IN ANY PROJECTS OR (G) YOUR USE OF THE PLATFORM BY ANY OTHER PERSON USING YOUR ACCOUNT OR INTERNET CONNECTION.

THE SPECIALIST FURTHER AGREE TO FULLY INDEMNIFY 

YOU SHALL MAINTAIN APPROPRIATE INSURANCES FOR THIS PURPOSE AND PROVIDE US WITH EVIDENCE OF SUCH INSURANCE AS AND WHEN REQUESTED BY PROJECT BRAINS OR THE BUSINESS.

Limitation of Liability

NOTHING IN THESE TERMS AND CONDITIONS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH:

• USE OF, OR INABILITY TO USE, OUR WEBSITE OR PLATFORM; OR

• USE OF OR RELIANCE ON ANY CONTENT DISPLAYED ON OUR WEBSITE OR PLATFORM.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, DIRECTLY OR INDIRECTLY ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR YOUR INTERACTIONS WITH PROJECT BRAINS OR WITH SPECIALISTS OR BUSINESSES, FOR:

• LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE;

• LOSS OR CORRUPTION OF DATA, INFORMATION OR SOFTWARE;

• BUSINESS INTERRUPTION;

• LOSS OF ANTICIPATED SAVINGS;

• LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR

• ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.

SUBJECT TO THE ABOVE, OUR TOTAL LIABILITY IN RESPECT OF ALL LOSSES ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE MAXIMUM OF THE FEES PAID BY YOU TO PROJECT BRAINS HEREUNDER FOR THE RELEVANT PROJECT OR YOUR PLATFORM FEE FOR THE PREVIOUS TWELVE MONTHS OR GBP 250 (WHICHEVER IS LOWER).

YOU SHALL MAKE ANY CLAIM RELATING TO THE SERVICES OR OTHERWISE UNDER THIS TERMS AND CONDITIONS NO LATER THAN ONE (1) YEAR AFTER THE ACT OR OMISSION ALLEGED TO HAVE GIVEN RISE TO THE CLAIM.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DO NOT GIVE ANY REPRESENTATION, WARRANTIES OR UNDERTAKINGS IN RELATION TO THE GOODS/SERVICES PROVIDED ON OUR WEBSITE. ANY REPRESENTATION, CONDITION OR WARRANTY WHICH MIGHT BE IMPLIED OR INCORPORATED INTO THESE TERMS BY STATUTE, COMMON LAW OR OTHERWISE IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, WE WILL NOT BE RESPONSIBLE FOR ENSURING THAT ANY PROJECT OF SERVICE IS SUITABLE FOR YOUR PURPOSES.

Where there is more than one party to this Terms and Conditions (other than us), this limit of liability will apply to all other parties jointly and will have to be allocated among you. It is agreed that, save where an allocation is expressly agreed between you and stated in the Statement of Work, the limit of liability will be allocated such that you will each have an equal share of it. You shall not dispute the validity, enforceability or operation of the limit of liability on the ground that no allocation was expressly stated in the Statement of Work.

If we are liable to you (or to any others for whom Services are provided) under this Terms and Conditions or otherwise in connection with the Services, for loss or damage to which any other persons have also contributed, our liability to you shall be several, and not joint, with such others, and shall be limited to our fair share of that total loss or damage, based on our contribution to the loss and damage relative to the others’ contributions. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of our proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment. 

Data Protection

- You agree that Project Brains may collect, synthesize and retain information about you, from sources including, without limitation, yourself, your activities through Project Brains and third-party sources (hereafter, “Personal Information”).  The privacy and protection of your Personal Data is important to us and we take it very seriously. We will keep it secure and we will fully comply with all applicable privacy regulations

- Project Brains will treat Personal Information in accordance with Project Brains’ Privacy Policy (https://www.projectbrains.io/policy), which is incorporated by reference. . If you would like further information on how we may collect or use your personal data, or if you would like to learn more about the cookies we use, please read our Privacy Policy at https://www.projectbrains.io/policy or Contact Us.

- You also agree to comply with your obligations under the United Kingdom General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 (DPA 2018), any other applicable data protection legislation, and our Privacy Policy. Without prejudice to the generality of this clause, you will:

• co-operate fully with us in order to enable us to comply with its obligations under applicable data protection legislation;

• implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of Personal Information and against accidental loss and destruction of or damage to Personal Information;

• process any Personal Information disclosed to you by or on behalf of us only for the purposes of providing the Services and only for the purposes for which that Personal Information was obtained and is processed by us;

• not transfer any Personal Information outside the UK or to any international organisation;

• immediately provide such evidence of your compliance with your obligations under this Clause as we may from time to time reasonably request;

• immediately upon notification by us, take all appropriate action to enable the us to properly comply with any request from a data subject in relation to access to and/or rectification or erasure of Personal Information; and

• immediately notify us of any data breach relating to Personal Information about which you become aware.

Confidentiality

- Confidential information means all information or data (in whatever form), of a confidential or proprietary nature disclosed to or received by you (by any means), or to which you have access, whether or not labelled or designated as confidential, relating to the products, services, business or proposed business, finances, transactions, staff and affairs of us or any customer, supplier, employee or client of any such company, including but not limited to intellectual property rights, trade secrets, information in respect of which we are bound by an obligation of confidentiality to a third party and any other information which is designated as confidential by us or which you should reasonably be aware is confidential. It includes any and all non-public information, in any form or medium, written, oral or otherwise, concerning or relating to Project Brains or any Business, including, but not limited to, the names of any Business and Businesses’ employees, projects posed by any Business and the topics discussed, information or materials shared, opinions expressed or work commissioned by Project Brains or any Business.  

- You shall keep and maintain as strictly confidential, and agree not to directly or indirectly communicate, reveal or disclose, all “Confidential Information” of Project Brains, or Businesses, without Project Brains’ express written permission (which it may withhold in its sole discretion). 
- You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms & Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). 
- In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify Project Brains in writing and to fully cooperate with Project Brains in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. 
-  Notwithstanding anything herein to the contrary, Confidential Information shall not include information and/or content that is: (a) already known to or otherwise in the possession of a person at the time of receipt from the other party and that was not known or received as the result of violation of any obligation of confidentiality; (b) publicly available or otherwise in the public domain prior to disclosure by a party; (c) rightfully obtained by a party from any third party having a right to disclose such information without restriction and without breach of any confidentiality obligation by such third party; (d) developed by a party independent of any disclosure hereunder, as evidenced by written records; or (e) disclosed pursuant to the order of a court or administrative body of competent jurisdiction or a government agency, provided that the party receiving such order shall notify the other prior to such disclosure and shall cooperate with the other party in the event such party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure.

- The provisions of this clause shall remain in effect if, and when, this Terms and Conditions or our engagement is terminated or expires and for a period of ten years thereafter.

Acceptable Usage of our Platform

- You may use our Platform only for lawful purposes.

- You shall not use our Platform:

• In any way that breaches any applicable law or regulation.

• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

• For the purpose of harming or attempting to harm minors in any way.

• To bully, insult, intimidate or humiliate any person.

• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out below.

• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

- You also agree not to access without authority, interfere with, damage or disrupt:

• any part of our Website;

• any equipment or network on which our Website is stored; 

• any software used in the provision of our Website; or 

• any equipment or network or software owned or used by any third party.

- You must further comply with the following content standards in relation to any and all material which you post or upload to our Website and to any interactive services associated with it (“Contribution”). A Contribution must:

• Be accurate (where it states facts).

• Be genuinely held (where it states opinions).

• Be your own original work and be lawfully submitted.

• Comply with all applicable laws and regulations.

- A Contribution must not:

• Be defamatory of any person.

• Be obscene, offensive, hateful or inflammatory.

• Bully, insult, intimidate or humiliate.

• Promote sexually explicit material.

• Include child sexual abuse material.

• Promote violence.

• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

• Infringe any copyright, database right or trademark of any other person.

• Be likely to deceive any person.

• Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

• Promote any illegal activity.

• Be in contempt of court.

• Be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person.

• Impersonate any person or misrepresent your identity or affiliation with any person.

• Give the impression that the Contribution emanates from us, if this is not the case.

• Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.

• Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

• Contain any advertising or promote any services or web links to other third-party sites.

-  Notwithstanding anything else contained in the Terms and Conditions, a breach of this section of the Terms and Conditions, or otherwise, may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our Website.

• Immediate, temporary or permanent removal of any Contribution uploaded by you to our Website.

• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.

• Further legal action against you.

• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

Applicable law and jurisdiction

- This Terms and Conditions and its attachments, and any non-contractual matters or obligations arising out of this Terms and Conditions or the Services, shall be governed by, and construed in accordance with, the laws of England and Wales.
- Any dispute relating to this Terms and Conditions and its attachments or the Services shall be subject to the exclusive jurisdiction of the English courts, to which each of us agrees to submit for these purposes.

Non Solicitation

- You agree that you will not during the duration of the Terms and Conditions or for a period of 6 months after the termination of the Terms and Conditions or our engagement, work with another party who you have had dealings in the course of using Project Brains Platform without prior written permission from us.

Changes to these Terms and Conditions

- We may modify these Terms & Conditions from time to time by posting the modification(s) on our website, www.projectbrains.io or sending you a notice via email. Every time you wish to use our Website, it is your responsibility to check these Terms and Conditions to ensure you understand the terms and conditions that apply at that time.
- Unless otherwise specified by us when posted, all modifications will be effective upon posting. 
- If you do not agree to any terms, you must stop using the Platform immediately and your only recourse will be to terminate your participation in Project Brains. 
- If you continue to participate after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 

Assignment

- Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever.  We may transfer our rights and obligations under these Terms to another organisation. We will notify you if this happens and we will ensure that the transfer will not affect your rights under the contract.

Miscellaneous

- You that any breach or threatened breach of the Terms and Conditions may cause the us irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the us, you acknowledge and agree  that we are entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
- These Terms & Conditions shall be binding upon and inure solely to the benefit of you and Project Brains. As used in these Terms & Conditions, the word “including” shall mean “including, without limitation,” in all cases. 
- Whenever possible, each provision of these Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

Contact Us

You can contact us by post, email or telephone if you have any questions about these Terms and Conditions or just want to get in touch. Our contact details are shown below:

Address:	As laid out on https://www.projectbrains.io/contact-us
Email address:	info@projectbrains.io

Schedule 1 - Statement of Work 

This Statement of Work and any other Statement of Work or agreement between Project Brains Limited  and the Specialist and/or the Business will be under the Terms and Conditions available at https://futureofwork.projectbrains.io/en/infos/terms which shall be deemed incorporated here. 

Between:
Project Brains Limited (registered in England and Wales under number 13490896) whose registered office is at Third Floor, 126-134 Baker Street, London, United Kingdom, W1U 6UE ("Project Brains"); and
……………………….. (registered in England and Wales under number …………..) whose registered office is at ……………………………… United Kingdom ("the Specialist" or “the Business”)
or
ABC ("the Specialist" or “the Business”) with a principal place of business ……………………….. 
each a “Party” and together the “Parties”.

Whereas:
A. This Statement of Work is made under and is subject to the  Terms and Conditions available at https://futureofwork.projectbrains.io/en/infos/terms . The subject matter of this Statement of Work is a Project required by a Business and fulfilled by a Specialist as detailed below (the “Project”).
B1. The Specialist agrees to provide the Services to the Project in relation to the performance and completion of works for a specific Business  
B2. The Business agrees to receive the Services to the Project and provided by the Specialist. 
The Parties agree following details:
Title: ……………………….
Start Date: ……………………….
End Date: ……………………….
Location: ……………………….
Gross Notional Value: ……………………….
Termination Conditions: ………………………
Project Brains Contact: ………………………..
Business & Contact: ………………………..
Specialist & Contact: ………………………..

Services
The Specialist will provide services to Business as further described below (the “Services”) at from the Start Date to End Date at the Location: 
- AAA
- BBB
The Business will provide information and access to Specialist as further described below:
- CCC
- DDD

Charges
The Specialist shall charge the Business for Services provided as follows:
- For Services on Time basis, the Specialist shall charge the Business GBP XYZ per day/ week/ month/ hour, excluding VAT or any other applicable taxes or withholding duties.
- For Services on Outcome basis, the Specialist shall charge the Business GBP ABC or PQR% of Outcome upon completion.
- The Specialist shall charge for reasonable expenses on an ongoing basis, subject to prior approval of the Business and provision of receipts or equivalent evidence of expense.
- Project Brains will conduct the invoicing from Specialist to the Business, and collect its Fees from the above charges in accordance with the Terms and Conditions .

Agreed and signed for and on behalf of Project Brains 
.... (Name, Position, Date, Location)

Agreed and signed for and on behalf of Specialist
.... (Name, Position, Date, Location)

Agreed and signed for and on behalf of Business
.... (Name, Position, Date, Location)