Expert Terms and Conditions

Expert Terms and Conditions

Terms and Conditions applicable to the Agreement between GVW and the Expert

GVW, being Global Village Worker Ltd, of 4 Old Park Lane, Queens Lodge, London, London, England, W1K 1QW. (“GVW”) providing Expert Services to Clients

 The Expert is (“The Expert”), and is providing Expert Services in their designated field to the Client as assigned by GVW.

GVW is engaged in business as an independent consultant in relation to providing the platform to be used by the Experts, in order to provide the expert services the Client requires and is willing and able to provide its services to The Client for the period contemplated by this Agreement.

The Expert is engaged in business as an independent expert in relation to providing the expert service the Client requires and is willing and able to provide its services to The Client for the period contemplated by this Agreement.

  1. Appointment of GVW and Duration

1.1  The Client appoints GVW to carry out the Services with effect from the Commencement Date for the period booked or until this Agreement is terminated in accordance with Clause 7 below.

1.2. Any time for performance of the Scheduled Services shall be as specified in the service agreed between the Client and Expert as per the booking platform. 

2. Obligations of the Expert

2.1. Throughout the period of this Agreement  the Expert, shall:

2.1.1.  perform the Services;

2.1.2. perform such other services in relation to the business of The Client as The Client may reasonably request;

2.1.3. exercise such powers as may from time to time be vested in or given to him by The Client;

2.1.4. provide to The Client such written or oral advice or information regarding any of the Services as The Client may reasonably require;

2.1.5. carry out and ensure that he/she carries out the Services with reasonable care, skill and diligence;

2.1.6. provide the Services to the best of its ability and in accordance with the best practice in its industry, profession, or trade;  

2.1.7. whenever possible and practicable, use its own equipment, materials, and resources to carry out the Services;

2.1.8. in the case of illness of the Expert engaged by it preventing the performance of the Services, notify GVW promptly of such illness or accident.

2.2.1        pay all tax and National Insurance contributions and make appropriate PAYE deductions in relation to payments made to it by GVW pursuant to this Agreement and the remuneration GVW pays any Expert and

2.2.2 indemnify The Client and GVW in respect of any claims that may be made by the relevant authorities against The Client or GVW in respect of tax, National Insurance, PAYE, or similar contributions or deductions relating to the Services

3. Fees and Expenses

3.1. During the period of this Agreement GVW shall pay to the Expert:

3.1.1. the Fees as they fall due in accordance with the Consultation Sessions on booking the sessions. The Fees are exclusive of any value added tax (“VAT”). Any VAT chargeable on the Fees shall be added to the Fees and payable together with the Fees. The Fees shall be invoiced by the Expert, together with any VAT chargeable thereon, as prescribed in the Schedule, and if any VAT is so added to the Fees, the invoice must be a valid VAT invoice; and

3.1.2. Further details of the fees paid, method of payment etc are dealt with on ‘Expert Policies and Procedure, Schedule 1, made available to the expert. The Expert Policies and Procedure, Schedule 1 and updates to  Schedule 1 and updated Schedules in terms of further agreements with the Expert forms part of the terms and conditions.

3.1.3. the Expert shall be liable for the transfer fees if required

3.1.3.   ‘Expert Policies and Procedure, Schedule 1’ and subsequent Schedule updates regarding fees take present over what is stated in The Terms and Conditions if a conflict exists between the individual expert’s Schedule and this Terms and Conditions.

4.  Intellectual Property

4.1        The parties agree that all Intellectual Property in all Documents produced by or on behalf of GVW specifically in connection with or relating to this Agreement shall vest in and belong to GVW.

4.2. The Expert hereby irrevocably waives any rights he may have to be identified as the author of any copyrighted work produced pursuant to this Agreement under Sections 77 and 80 of the Copyright, Designs and Patent Act 1988.

4.3. The Expert warrants and represents that any Documents produced by or for GVW, and the Clients in the exercise of the Expert’s duties, pursuant to this Agreement will not infringe rights in Intellectual Property owned by a third party. 

5. Termination

5.1. Either party may terminate this Agreement at any time with 48hr notice.

5.2. The Expert will be held fully liable for a Consultation Session booked in terms of short notice cancellation if the Agreement is terminated by the Expert and a Consultation Session has been booked with the Expert in the 48hr notice window.

5.3. The Expert may terminate this Agreement with immediate effect by giving written notice to GVW if GVW:

5.3.1. commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 2 working days of receiving written notice giving full particulars of the breach and requiring the same to be remedied (unless time-sensitive) ; or

5.3.2. becomes permanently incapable of providing the Services;

5.4. GVW may terminate this Agreement with immediate effect by giving written notice to The Expert if The Expert:

5.4.1. commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 2 working days of receiving written notice giving full particulars of the breach and requiring the same to be remedied (unless time-sensitive); or

5.4.2. goes into liquidation or receivership, has a receiver appointed over a significant part of its assets, or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to The Client.

5.5. For the purposes of Paragraphs 5.3.1 and 5.4.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance unless the time of performance is time-sensitive.

5.6. The Agreement with the Expert will be terminated with immediate effect, without any recourse to remedy should the Expert conduct private work for the client recruited by GVW or solicit the client.

5.7. GVW reserves the right to terminate the Agreement with the Expert, should

the Expert receives consistently, more than 60%,1, 2 or 3 star reviews  from clients
obtain consistent complaints from clients for poor quality work performance
displays poor time management during the consultation

5.8 The right to terminate this Agreement in accordance with this Clause 5 shall not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach.

6. Effects of Termination

Upon the termination of this Agreement for any reason:

6.1         any sum owing by either party to the other under any provisions of this Agreement shall become immediately payable;

6.2.        each party shall forthwith cease to use, either directly or indirectly, any Confidential Information of the party, and shall forthwith destroy, delete or return to the other party any documents and other materials and copies of them in its possession or control (whether in hard copy or electronic form) which contain, record or comprise any Confidential Information of the other party;

6.3         any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and

6.4        except in respect of accrued rights, neither party shall be under any further obligation to the other.

7. Refund Policy

7.1         Expert services are booked and paid for in advance.  The Client is entitled to claim a refund if GVW is notified within 7 days of the appointment date, where

7.1.1 the Expert does not arrive for the consultation

7.1.2 where the Expert is late for an appointment, the Client is entitled to extend the appointment time by the time lost due to the Experts being late, or schedule a corresponding slot in accordance with the time lost.

7.1.3 unsatisfactory performance by the expert.  A refund will be issued on evaluation of the individual case

7.1.4. other refunds may be considered on an individual basis, on the merits of the case

7.2.  If the Client requests a refund after the Expert had received payment, the Expert will refund the said amount with immediate effect, including any Transfer fees incurred by GVW when effecting the payment to the Expert, into GVW’s designated account, on notification from GVW.

7.3. If the Client request a refund before the Expert has received payment, GVW will reserve the Expert’s fees pending investigation of the Client’s refund request.

7.3.1. The Expert will be notified within 30 of the outcome of the investigation

7.3.2. The Expert can submit a presentation to argue against the Client’s refund and can provide the recording of the tuition.

7.3.3. GVW’s decision regarding the refund is final. The Expert can refer to an independent arbitrator for dispute resolution. The Expert and GVW each bear half of the cost.

8. Confidentiality

Each party to the Agreement at all times shall keep confidential, and take reasonable steps to procure that its employees and agents shall keep confidential, and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of the other party’s Confidential Information.

9. No Waiver

No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

10.  Severance

If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.

11. Entire Agreement

11.1        This Agreement in conjunction with the  Letter to Self Employed Expert Agreement and Expert Policies and Procedure, Schedule 1 of that Agreement, contains the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties.  

11.2        In case of conflict of the terms of the Agreements, this Agreement’s terms will take precedence.

11.3. Each party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement or in the Self Employed Expert Letter Agreement and its subsections.

11.4. Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into the Agreement, and a party’s only remedy is for breach of contract. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act.

12. Non-Assignment

This Agreement is personal to the parties and subject to the provisions of Clause 16 neither party may assign, mortgage, charge (otherwise than by floating charge), or sub-license any of its rights hereunder.

13. Notices and Services

13.1        All notices to be given under this Agreement by either party to the other shall be in writing and shall be sent by email to the designated email address; it shall be deemed duly served when it is sent and a return email receipt is generated.

13.2 All notices given under Sub-clause 13 shall be delivered in the case of The Client, to its designated email address or in the case of GVW, to its email address as may be notified to either party by the other party in writing from time to time.

13.3        All notices given under Sub-Clause 13 to the Expert shall be cc’d to the Consultant at [email protected]

14. Definitions

14.1        In this Clause 16 and in this Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

14.2        All personal data to be processed by GVW on behalf of The Client, subject to this Agreement, shall be processed in accordance with the terms of the Privacy Policy into which the Parties shall enter before any personal data is processed.

15. Use of Assistants

15.1        In this Agreement, “Assistants” means any self-employed persons or persons employed by GVW nominated and engaged on the Services by GVW as Expert in the required field.

15.2        GVW in its complete discretion on one or more occasions may substitute any Assistants for itself or for any other Assistants engaged on the Services or may engage any additional Assistants, provided that any Assistants chosen by GVW have the requisite skills and experience to perform the Services.

15.3        GVW shall use all reasonable endeavors to avoid or minimize such changes or additions and to consult with The Expert beforehand about any such proposed change in the engagement of persons carrying out the Services. However, GVW shall, in any event, provide such substitutes or additions where the provision of the Services is unduly delayed by absence due to incapacity or for any other reason upon notification by The Client (or The Client’s representative) that a delay is unacceptable or where it is otherwise necessary to provide such a substitute or addition.

15.4        The Expert shall

15.4.1        only be entitled to refuse to accept any Assistants if in its reasonable opinion they are not suitable due to lack of skills, or experience; and

15.4.2. not in any circumstances make any payment to any Assistants.

16.  Status of Consultant and Assistant(s)

16.1        The Client warrants and represents to GVW that it shall at all times be an independent contractor of self-employed status.

16.2        Nothing in this Agreement shall render the Expert or any Assistant/s an employee, agent, or partner of GVW, and any Assistant/s shall not hold themselves out as such.

17. Nature of Engagement, Restrictions etc

17.1        GVW’s Services activities and working methods and those of any Assistants engaged by it on the Services shall at all times be exclusively for GVW to determine, supervise, direct and control. The Expert shall not seek to supervise, direct or control GVW or any Assistants in the provision of the Services nor shall The Expert have any right to do so.

17.2        Subject to the provisions of this Agreement, GVW shall at all times be exclusively responsible for organizing and entitled to organise where, when, how, and in what order the Services are performed by it and any Assistants/ Experts but shall liaise with The Client to ensure that due account is taken of The Client’s requirements.

17.3        Subject to Sub-Clauses 19.4 – 19.6, the engagement under this Agreement is mutually non-exclusive that is to say that, at any time during the period of this Agreement, GVW and any Experts can provide to other clients services which are the same as or similar to the Services and The Client can engage other contractors to provide it with services which are the same as or similar to the Services.

17.4        During the period of this Agreement, The Expert shall not undertake any activities which in the reasonable opinion of GVW give rise to a conflict of interest or duty for the Expert between the Services and those activities.

17.5        The Expert is not obliged to make its services available except for the performance of its obligations under this Agreement. The engagement and appointment of the Expert under this Agreement to provide Services does not create any mutual obligations on the part of GVW and/or the Client nor to the Expert and or GVW to offer or accept any further contract, engagement, or services. No continuing relationship between The Client, Expert, and/or GVW will hereby be created or implied.

17.6 The Expert will not contact the Client, introduced through GVW’s operations, independently, conduct work for the Client privately nor solicit the Client. This provision is applicable whether or not the Expert or any of GVW’s Experts performed work for the Client or whether only a quote for work had been provided.

17.7 The Expert is required to keep recordings of services provided to the Clients for a period of 30 days after the service.  

17.7.1 The Expert will keep all recordings confidential in terms of Section 8.

17.7.2. The Expert will produce the recording should a dispute arise on the services rendered. The Experts’ inability to produce such recordings can be to his detriment in a dispute between the Client and the Expert of services rendered.

18. Applicable Law and Jurisdiction

18.1        This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

18.2        The parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales.

On agreement to provide Expert services on behalf of GVW to the allocated Client, the Expert agrees to accept and be bound by the Terms and Conditions in full, including the Terms and Conditions as per GlobalVillageWorker.com. GVW has the right to amend the Terms and Conditions from time to time. If there is a conflict between the Expert Terms and Conditions, The General Terms and Conditions, and GlobalVillageWorker.com’s Terms and Conditions, Global Village Worker’s Terms and Conditions will prevail, followed by the General Terms and Conditions.