1.1. The definitions in this clause apply in these terms and conditions (unless the context requires otherwise):
“Bio” - small passage of text published by Clients and Mentors on their respective profiles to introduce themselves to other users on the web platform.
“Client” - any person to whom the Mentor and the Mentor Company is currently providing (or has provided) Services to pursuant to the terms of any agreement governed by these Terms.
“Client Introduction Services” - the sales agency service provided by Wiseup that introduces individuals to Mentors via the web platform.
“Client Terms” - means the Terms and Conditions relating to the sale of the Services to the Client.
“Competing Services” - services which Wiseup provides or could provide to a business or individual.
“Engagement” - the engagement of the Mentor Company and the Mentor by Wiseup on the terms of any agreement governed by these Terms.
“Intellectual Property Rights (IPR)” - patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
“Mentor Company” - The personal service company or any other limited liability company/entity registered in England & Wales that the Mentor works for or is a director of.
“Online Messaging Service” – Wiseup’s inbuilt online messenger. This is where Mentors and Clients can send messages to one another once a Client’s Service Request is accepted by a Mentor.
“Proposal & Scope of Support” - the bespoke requirements of a Client and the fees which the Mentor Company and Wiseup have agreed on and which relate to the provision of the Services for that Client, the details of which will be provided by in a Service Request an example of which is given in Schedule 1.
“Restricted Client” - any Client whom the Mentor Company has provided Services to in the 12 months prior to the Termination Date.
“Services” - the advice & mentoring services provided by the Mentor Company or by the Mentor to the Client the details of which are more particularly described in the Service Request an example of which is given in Schedule 1.
“Service Request” - Requests sent by Clients to Mentors to request a Service. The Mentor either accepts or denies Service Requests at their sole discretion.
“Terms” - the terms and conditions as detailed in this document.
“Wiseup Platform” - Wiseup’s website configured to allow individual Mentors to market their services.
“Wiseup Property” - all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of Wiseup and business contacts, and any equipment, keys, hardware or software provided for the Mentor’s use by Wiseup during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Mentor on Wiseup, the Mentor Company’s computer systems or the Mentor's computer systems or other electronic equipment during the Engagement.
“Session” – the open chat window within the Online Messaging Service within which the Mentor completes the agreed Service.
“Price Tier” – the choice of 3 price levels (Tier 1, Tier 2 and Tier 3) that a Mentor can choose to price their services at.
"Price Exemption" - a price agreed for a new service agreed by Wiseup as part of a commercial agreement and communicated to selected mentors.
“Wiseup’s Booking Fee” – The percentage cut from the price of every Service delivered on the Wiseup Platform that Wiseup chooses to take.
“Mentor Take-Home Value” – The percentage cut from the price of every Service delivered on the Wiseup Platform that the Mentor takes.
1.2. The headings in these Terms are inserted for convenience only and shall not affect its construction.
1.3. Unless the context otherwise requires:
2.1. These Terms shall commence once We have confirmed in writing by email to You that We have accepted Your application to join Our Platform.
2.2. The Mentor Company and the Mentor can terminate the Terms at any time by deleting their profile in accordance to Clause 4.11.
2.3. Wiseup shall engage the Mentor Company and the Mentor Company shall make available to Wiseup the Mentor to provide the Services under the Terms.
2.4. The Mentor Company shall procure that prior to the Mentor providing any Services the Mentor shall confirm to Wiseup that the Mentor will abide by these Terms.
2.5. Wiseup, the Mentor Company and the Mentor accept and agree that these Terms will cover the overall arrangement between Wiseup and the Mentor, but the Service Request will cover the overall arrangement between the Mentor and the Client. The nature of the Service Request will change for each Service Request, the details of which will be communicated and agreed upon in a format similar to that which appears in Schedule 1 (which is an example only).
Following Our agreement to the commencement of these Terms:
3.1. We will provide a sales agency service that covers:
3.2. We will provide the Client Introduction Service with reasonable skill and care;
3.3. We will use reasonable endeavours to restore any faults on the Wiseup Platform as soon as reasonably practicable. You acknowledge that the transmission of information via the internet is not completely secure, there is always a risk that communications by electronic means may not reach their intended destination, or may be delayed for reasons outside of Our control, and that it is always technically impossible to provide a web-based service entirely free of fault.
3.4. We reserve the right to revise or alter the Client Introduction Service at any time. Any variation will be subject to the Terms.
3.5. The Wiseup Platform provides a platform to allow You to offer and sell Your Services directly to Clients. In doing so, Wiseup acts as an introductory agent to allow you to sell your services As part of this process:
3.6. You acknowledge and agree that Wiseup has sole and complete discretion whether to invite or select prospective Mentors to subscribe to use of the Client Introduction Services via Wiseup’s Platform.
4.1. Mentors must meet the following criteria in order to register a Wiseup account:
4.2. Mentor registration must be approved by Wiseup. We maintain the right to reject or ban the registration of accounts at our sole discretion.
4.3. Only You (the Mentor) may use Your Wiseup account and You are responsible for keeping Your log in details secure. You must notify Wiseup immediately of unauthorised use of Your account.
4.4. You may make changes to Your Mentor profile once You have been registered successfully. Wiseup maintains the right to contact Mentors directly if changes to the account are not in line with Clause 4.1 or Clause 4.2.
4.5. By signing up as a Mentor, You agree to allow Wiseup to publish Your personal information on Your profile to any user of the website. You also agree to allow Wiseup to use Your personal information on Your profile for marketing purposes outside of the website.
4.6. By signing up as a Mentor, You agree to only provide valid, accurate and up-to-date personal information. It is Your responsibility to keep Your profile information up to date and accurate, and You agree that Wiseup holds no responsibility in validating such information.
4.7. By signing up as a Mentor You agree to allow Wiseup to contact You via email and phone, using the details You provided, to enquire about any of the personal details You have provided or for any other reason related to activity on the website. If You are unable to provide a Curriculum Vitae or a link to an online business profile, You will be prompted to write a summary of Your professional experience, qualifications and certifications. If this is the case, You agree that Wiseup has the right to contact You directly via email and phone in order to validate the details You have provided, before accepting Your registration.
4.8. Wiseup will not keep any digital or physical copies of Your Curriculum Vitae, once Your profile has been reviewed and then approved or rejected.
4.9. By signing up as a Mentor You agree that You will not provide Services to Clients under 18 years old.
4.10. Wiseup may introduce a one-off or monthly fee for registering and maintaining a Mentor profile on the website in the future. The Mentor would be given at least 30 days’ notice before this comes into effect.
4.11. A Mentor may terminate their own account on their Profile only if they have no active Service Requests. If a Mentor has active Service Requests, the Delete Account button will be hidden, and a reminder provided that there are still active Service Requests. All Service Requests must be completed before deleting Your account. If a Service Request is declined, that is considered completed.
4.12. Wiseup reserves the right to terminate a Mentor’s account at any time to our sole discretion, without any prior notice to You.
5.1. During the Engagement the Mentor Company shall, and (where appropriate) procure that the Mentor shall:
5.2. If the Mentor is unable to provide the Services due to illness or injury, the Mentor Company shall advise Wiseup and the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in respect of any period during which the Services are not provided.
5.3. The Mentor Company shall use reasonable endeavours to ensure that the Mentor is available at all times on reasonable notice to provide such assistance or information as Wiseup or a Client may require.
5.4. It is a condition of this any agreement governed by these Terms that the Mentor Company and the Mentor shall ensure that they:
5.5. Breach of clause 5.4 shall be deemed a repudiatory breach of this any agreement governed by these Terms as a consequence of which Wiseup reserves the right to terminate such an agreement without notice, which includes the deletion of the Mentor’s account.
5.6. The Mentor Company shall ensure that the Mentor will not make any press announcements or publicise any agreement governed by these Terms or its contents or their involvement in the provision of the Services nor should they use any name or brand adopted by Wiseup at any time in the promotion or marketing or announcement for any purpose other than in the provision or promotion of the Services.
5.7. Nothing in this any agreement governed by these Terms shall limit the Mentor’s ability to pursue an independent career during the Engagement provided always that:
6.1. It is the Mentor’s responsibility to review their active Service Requests, review Client profiles and Service Request details to determine if they would like to accept or reject the Service Request.
6.2. A Mentor can decline Service Requests at their own discretion.
6.3. If a Mentor declines a Service Request, the Client will not pay for the Service and the Mentor will not be paid.
6.4. If a Mentor accepts a Service Request, a payment request is sent to the Client. After the Client has paid, the two parties may begin sending messages to one another on the Online Messaging Service.
6.5. The website does not currently support voice or video contact between Clients and Mentors. It is the responsibility of the Client and Mentor to organise off-site voice or video contact.
6.6. Voice contact:
6.7. Video contact:
6.8. Mentors must not record any Career Advice Services in any way on any audio/visual device.
6.9. Breakthrough Sessions (Career & Business):
6.10. Development Journey (Career & Business):
6.11. It is the responsibility of the Mentor to confirm that Service has been completed, using the inbuilt “End Session” button on the Online Messaging Service. This prompts the Client to “Agree” or “Disagree” that the Service is completed. If a Client disagrees that the Service was delivered, Wiseup may contact the Mentor directly via email and phone to resolve. Wiseup reserves the right to re-open a Session if deemed incomplete at Our discretion. Wiseup reserves the right to ask the Mentor to reperform any re-opened Session, while providing a refund to the Client.
6.12. Neither the Mentor nor the Mentor Company shall use the Wiseup Platform beyond the scope of use set out in these Terms.
6.13. Neither the Mentor nor the Mentor Company shall access the Wiseup Platform unlawfully, modify or make derivative works based on it nor attempt to reverse engineer or access the Platform with the intention of creating a competitive product or service nor to copy or build any concepts, features, functions or graphics based on the Platform. In this respect the Mentor Company and Mentor acknowledge that damages may not provide an adequate remedy for breach of this clause and that Wiseup shall be entitled to seek injunctive relief to prevent the occurrence or continuance of any alleged breach.
6.14. The Mentor and the Mentor Company fully acknowledge that the Intellectual Property Rights (IPR) in the Wiseup Platform are vested exclusively in Wiseup and nothing in the Terms shall be deemed to vest any rights in the Wiseup Platform and the Online Messaging Service in either the Mentor or the Mentor Company.
7.1. Mentors and Clients alike must not engage in any of the following conduct:
7.2. Mentors agree to attend all career advice service sessions at the agreed date and time. If a Mentor wishes to reschedule a career advice service, they must give 24 hours’ notice to the Client. If these terms are not met, the Client is entitled to a refund as per Clause 8.5.
7.3. If a Client displays any of the behaviour in Clause 7.1, or the Mentor has any concern about the Client’s conduct, then the Mentor must contact email@example.com immediately and Wiseup will work to resolve the dispute as necessary.
8.1. Mentors must choose the Price Tier they wish Wiseup to market their Services at on the Platform. Within that price, Wiseup will breakdown the figure into two fees; Wiseup’s Booking Fee, and the Mentor Take-Home value. Wiseup reserves the right to modify the prices and fee breakdown of each Price Tier and any Price Exception at Our discretion. During the first 6 months after launch, Wiseup may not give any notice of price and fee modifications to Mentors. After 6 months, Wiseup will give Mentors 30 days’ notice of any price and fee modifications if practicable.
8.2. The Client will pay 100% of the fee for the chosen Service into Wiseup’s client account. Once the Service is completed (by both the Client and the Mentor agreeing completion), Wiseup will pay the Wiseup Booking Fee to Wiseup from the client account, and Wiseup will pay the Mentor Take-Home Value to the Mentor via PayPal. Wiseup will endeavour to pay the Mentor Take-Home Value to the Mentor by the 15thof the month, covering all Services delivered in the previous month. Wiseup will issue a self-billing invoice to the Mentor before payment.
8.3. Wiseup Networks Limited is a VAT registered Limited Company. Wiseup’s income is the commission received rather than the full fee due from the client. Wiseup will treat all amounts charged and collected from clients as VAT inclusive, therefore, it will apply the VAT fraction to its commission income. This is done by dividing the commission amount by 6 to give the amount of VAT due.
8.4. All prices on the Wiseup Platform include VAT, unless stated otherwise. If the Mentor Company is VAT registered, it is the Mentor Company’s responsibility to enter its VAT details into the Mentor’s account settings (in the billing section), so they can be included on the self-billing invoice sent before payment. If the Mentor Company is not VAT registered, the full Mentor Take-Home value will not have any VAT implications.
8.5. The Mentor Company shall bear its own expenses incurred in the provision of the Services.
8.6. A Mentor is encouraged to deliver a Service after payment is processed. If for any reason the Service cannot go ahead, the Mentor must contact Wiseup immediately and provide an explanation. Wiseup will refund the Client fully if the Service is confirmed to be cancelled after Wiseup’s discussion with the Mentor.
8.7. If a Mentor displays any of the conduct defined in Clause 7, the Client may request a full refund of that Service by contacting Wiseup.
8.8. If a Client displays any of the conducted defined in Clause 7, the Mentor must contact Wiseup immediately and ask for the Service to be closed. The Mentor will receive full payment for the Service. The Client will not be refunded for any remaining Services.
8.9. Wiseup reserves the right to issue refunds at Our sole discretion.
9.1. The Mentor Company acknowledges that in the course of the Engagement it and the Mentor may have access to Confidential Information. The Mentor Company and the Mentor have therefore agreed to accept the restrictions in this clause and Schedule 2.
9.2. The Mentor Company shall not, either during the Engagement or at any time after the Termination Date, use or disclose to any third party any Confidential Information and it shall procure the Mentor will do the same (except when he is acting in the proper course of his duties). This restriction does not apply to:
10.1. You recognise that the IPR in the Wiseup name, logo or branding are owned entirely by Wiseup, and agree that You may only use the Wiseup name, logo or branding on any promotional material or elsewhere, whether in hard or electronic format, in accordance with these Terms or with the prior written consent of Wiseup;
10.2. All IPR in the Wiseup Platform and in any software and/or documentation are and will remain the absolute property of Wiseup or its licensors as appropriate;
10.3. Any IPR created by Wiseup in the course of the performance of these Terms or otherwise in the provision of the Client Introduction Services shall remain the property of Wiseup;
10.4. Wiseup hereby grants to You a non-exclusive, non-transferable revocable and limited licence for the duration of the Terms only to use any software or documentation for the sole purpose of accessing and using the Wiseup Platform. Nothing in the Terms shall be deemed to have given You a licence or any other right to use any of Wiseup’s IPR;
10.5. You may not bid on the Wiseup website name, brand or brand name, or variations of them, on Google or any other search engines.
11.1. Wiseup – Wiseup aims to comply with the General Data Protection Regulation 2016 (GDPR) and the Data Protection Act 2018 in all respects including in the spirit of the need to treat Client’s personal data with respect and to keep it safe. As the Data Controller Wiseup will only collect and use Personal Data in the ways that are described in our Privacy Notice, and in a way that is consistent with our obligations and the data subjects’ rights under the law.
11.2. You (Mentor Company and Mentor) – With regard to Personal Data that We pass to You. You process that data as a Data Processor as determined by the General Data Protection Regulation 2016 (GDPR) and the Data Protection Act 2018 and as such You must:
11.3. You (Mentor Company and Mentor) – With regard to Personal Data that You collect from the Client as a data controller You must act in strict accordance with General Data Protection Regulation 2016 (GDPR) and the Data Protection Act 2018 in all respects including in the spirit of the need to treat Client’s personal data with respect and to keep it safe.
This Clause 11 shall survive termination or expiry of these Terms howsoever arising.
12.1. The Mentor Company shall have liability for and shall indemnify (up to a maximum of £500,000) Wiseup for any loss, liability, costs (including reasonable legal costs), damages or expenses incurred by Wiseup in connection with the provision of the Services including any negligent or reckless act, omission or default in the provision of the Services and with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Mentor Company or the Mentor to a Client during the course of providing the Services. The Mentor Company shall maintain in force during the Engagement full and comprehensive insurance policies.
12.2. The Mentor Company agrees to obtain and maintain adequate professional indemnity insurance with a reputable insurance company acceptable to Wiseup and that the level of cover is at least £500,000. In addition, the Mentor Company agrees to obtain adequate public liability insurance and motor insurance for business use for any vehicle used in relation to the provision of the Services.
12.3. The Mentor Company shall provide to Wiseup copies of all relevant insurance policies, copies of relevant renewals and evidence that the relevant premiums have been paid.
13.1. Notwithstanding the provisions of clause 2.3, Wiseup may terminate the Engagement with immediate effect with no liability to make any further payment to the Mentor Company (other than in respect of amounts accrued before the Termination Date) if at any time the Mentor Company or the Mentor:
13.2. The rights of Wiseup under clause 13.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this any agreement governed by these Terms on the part of the Mentor Company as having brought such an agreement to an end. Any delay by Wiseup in exercising its rights to terminate shall not constitute a waiver of these rights.
14.1. On the Termination Date the Mentor Company shall (and shall procure that the Mentor) will:
14.2. The Mentor Company nor the Mentor shall not (either alone or jointly with another) in any Capacity and whether on its or his own behalf or on behalf of another or directly or indirectly do any of the following at any time during the term of any agreement governed by these Terms or at any time during the 6 months following the termination date of such an agreement, except with the written consent of Wiseup:
14.3. The provisions of this Clause 14 shall not apply to any Client which the Mentor Company or the Mentor introduces to Wiseup.
15.1. The relationship of the Mentor Company (and the Mentor) to Wiseup will be that of independent contractor and nothing in any agreement governed by these Terms shall render it (or the Mentor) an employee, worker, agent or partner of Wiseup and the Mentor Company shall not hold itself out as such and shall procure that the Mentor shall not hold himself out as such.
15.2. Any agreement governed by these Terms constitutes a contract for the provision of services and not a contract of employment and accordingly the Mentor Company shall be fully responsible for and shall indemnify Wiseup (up to a maximum of £500,000) for and in respect of:
15.3. Wiseup may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Mentor Company.
16.1. Nothing in these Terms excludes or limits the liability of Wiseup for death or personal injury caused by Wiseup's negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
16.2. Subject to Clause 16.1, Wiseup's total liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation or otherwise, arising in connection with the provision of the Client Introduction Service and performance or contemplated performance of the Terms, shall be limited in aggregate to a maximum of £1,000.
16.3. Subject to Clause 16.1, Wiseup shall not be liable to You for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) that arises out of or in connection with the Terms, or for any liability incurred by You to a customer, or to any other person howsoever, arising from the provision of the Client Introduction Service or otherwise.
17.1. All parties undertake and agree that they will comply with all aspects of the Equality Act 2010 and will not directly or indirectly discriminate against any person during the performance of their duties under any agreement governed by these Terms.
18.1. No party shall assign any agreement governed by these Terms unless consented to in writing and signed by authorised representatives of the other parties.
19.1. No waiver, by any party, whether implied or express, of any particular provision of any agreement governed by these Terms, or of any breach or default of any party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of any such agreement.
20.1. Any notice or communication served during the performance of any agreement governed by these Terms shall be sent by hand or by recorded delivery first class post to the following addresses (or such address as may be notified in writing during the term of such an agreement):
20.2. Such documents will be deemed to have been duly served when left at the above address if delivered by hand or upon receipt of the recorded delivery confirmation if sent by post.
21.1. No party shall be liable for delay in performing or for failure to perform its obligations if the delay or failure results from any of the following: Acts of God; Outbreak of hostilities, riot, civil disturbance, acts of terrorism; The act of any government or authority (including refusal or revocation of any licence or consent); Fire, explosion, flood, fog or bad weather; Power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles; Default of suppliers or sub-contractors; Theft, malicious damage, strike, lock-out or industrial action of any kind; Any cause or circumstance whatsoever beyond the party’s reasonable control.
22.1. Any agreement governed by these Terms constitutes the entire agreement between the parties and supersedes any and all prior agreements whether written or oral. No modification to the agreement or any claimed waiver shall be deemed to be valid unless in writing and signed by authorised representatives of all parties.
23.1. The provisions of any agreement governed by these Terms are severable and if any part thereof is held to be invalid or unenforceable by any court then it will not affect the validity or enforceability of any of the remaining provisions. If any unlawful and/or unenforceable clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant clause will be deemed to be deleted).
24.1. These Terms and any dispute or claim arising out of or in connection with them or their 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.
24.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with any agreement governed by these Terms or its subject matter or formation (including non-contractual disputes or claims).
Hey (Mentor name),
You have received a new service request from a Mentee.
Please check your Wiseup messages on the website. Review their profile and request before accepting or declining.