Please read these Terms and Conditions carefully. If you have any questions or wish to clarify any matters, please contact our team at firstname.lastname@example.org.
These Terms and Conditions govern your relationship with Blu Matter Advisory FZE (“BluMatter,” “us” or “we”), any related bodies corporate of Blu Matter Advisory FZE, as well as Clients of BluMatter, your use of the BluMatter’s website (the “Site”) and the services provided by BluMatter.
The words “you” or “Expert” in these Terms and Conditions and the Site means the person or the entity BluMatter is contracting with as registered with BluMatter, being:
The person registered with BluMatter or in the case of an entity, the entity holding the company registration number (or equivalent) in the relevant jurisdiction as provided to BluMatter at registration, or otherwise identifiable by name and contact details.
If you are registering with BluMatter or accepting a consultation on behalf of a business, that business is taken to have accepted these Terms and Conditions and you are taken to have been duly authorised to bind the business.
BluMatter may amend, update or change the Site including these Terms and Conditions from time to time by publishing them on this Site, without prior notice to you. You should periodically check the page containing these Terms and Conditions for changes. These are the current Terms and Conditions of use and replace any other terms and conditions of use previously published for this Site.
Overview and Services
BluMatter provides industry practitioners with the opportunity to register as a BluMatter Expert (see meaning of “Expert” above) and provide paid consulting services to BluMatter Clients (“Client(s)”). These consulting services may include telephone consultations, conference calls, face-to-face meetings, project work, speaking engagements, work products or deliverables, or other research, consulting or advisory services (“Consultation”).
BluMatter facilitates the interaction between Experts and Clients (“Services”). You understand that we are not a party to and will not have any liability with respect to the Consultations or service arrangements as between you and the Client, or where the Client requires you to provide Consultation services to a customer of theirs, as between you and that customer.
Where you are introduced to a Client by BluMatter and you take up employment or another type of engagement with the Client, refer to “Introductions and Non-solicitation” below.
Any terms you enter into with the Client of BluMatter in relation to the work to be provided will be binding on you and the Client. Any terms which attempt to alter or modify these Terms and Conditions must be agreed by BluMatter in writing.
Joining as an Expert
You will have joined upon verifying your account, completing the platform registration and agreeing to these Terms & Conditions. Applying to join via our website does not constitute membership of BluMatter.
You can participate in our Services only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you are qualified and have obtained any necessary approvals. By joining BluMatter, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals.
Assignment, Acceptance and Scope of Consultations and Introductions
Clients can post Project Briefs on the BluMatter platform or otherwise be introduced to Consultants through BluMatter and/or the BluMatter platform for Consultations.
Clients may agree with BluMatter either to manage contracts and payments relating to Consultations directly with Experts themselves using their own contracts (“Direct C&P Clients”), or otherwise contract with Experts via the BluMatter platform.
You are free to accept or decline any Consultations, provided however, that you may accept only those Consultations:
- that do not present a conflict of interest;
- that relate to matters that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise) and
- that relate to topics about which you are knowledgeable.
- You are expected to accept or decline a Consultation within three (3) business days and to adhere to any schedule or program you establish with the Client regarding the delivery of the Consultation.
BluMatter makes no representation regarding the frequency, quantity, or type of invitations to Consultations you will receive or in which you will be chosen to participate.
The Introduction Fee Policy applies unless BluMatter agrees otherwise in writing.
Payments for Services
Each Expert is free to negotiate their own hourly, daily or such other rates with Clients. Unless you agree otherwise with a Client, Expert fees are exclusive of GST.
The invoicing method depends on the basis on which the Client has engaged with BluMatter. The rates payable to the Expert in respect of a Consultation must be disclosed and agreed between the Expert and the Client (“Fees”) prior to commencement of the Consultation.
The amount payable to BluMatter in respect of the Services (“Service Fee”) is the amount agreed in writing between the client and BluMatter in accordance with the BluMatter’s Pricing and Payment Procedures and/or as agreed with BluMatter. The Service Fee and any VAT payable in respect to the Service Fee or which BluMatter is required to pay will be deducted from the Fees by BluMatter before payment to the Expert.
BluMatter will be entitled to deduct the Service Fee from the Fees paid by a Client in respect of any Consultations introduced by BluMatter, regardless of whether you had a previous relationship with the BluMatter Client.
Unless you have received prior written agreement from the Client, and provided that written agreement in advance to BluMatter, you will only be paid for the time you spend interacting with Clients on Consultations at the agreed rate and you will not be paid for preparation time, wait time or time set aside if a Consultation with a Client does not occur.
In addition, BluMatter will pay you only for Consultations with Clients that are either facilitated by BluMatter, through its systems, or pre-approved in writing by BluMatter.
Invoicing and method of payment
In order to receive payment, the Expert must keep BluMatter updated on the ongoing work, work product, milestones and objectives achieved. The client will have to agree on all the claims made by the expert.
Upon approval by the client, the Expert must submit a payment claim in accordance with BluMatter’s Pricing and Payments Procedures, or at such other times as agreed with BluMatter and the Client.
Invoices submitted after 90 days of completion of the relevant Services, without BluMatter’s consent, will not be accepted and will not be paid.
BluMatter shall submit the payment claim to the Client for approval by email and within three (3) business days of the Expert submitting a valid payment claim in accordance with the BluMatter Pricing and Payment Procedures and other requirements requested by the Client (timesheets, expense receipts etc.).
If the Client does not either approve or dispute the payment claim within seven (7) business days from the date BluMatter emails the payment claim to the Client, the payment claim will be deemed to have been approved by the Client.
If the Client disputes the payment claim, you will liaise with the Client and based on such liaison, you will provide an amended payment claim.
Within one (1) business day of:
approval (or deemed approval) of the payment claim by the Client; or
receipt of an amended payment claim under paragraph (d)(ii) above, BluMatter will provide the Client with an invoice in the amount of the approved (or amended) payment claim such amount being payable within seven (7) business days of the date of issue of the invoice, unless otherwise agreed.
Within 10 business days of the date that the invoice is submitted to the Client and after the Client has transferred funds to BluMatter, BluMatter will pay the Expert the amount of the approved (or amended) payment claim after deduction of the Service Fee, VAT and other amounts BluMatter is entitled to deduct under these agreed terms.
Invoicing and payments by BluMatter will (where possible) be on the basis of BluMatter acting as the intermediary that facilitated the supply to the Client of the Consultations by the Consultant in accordance to the local laws of the client. The Consultant will not invoice the Client directly.
Taxes and Duties
All amounts payable under these Terms and Conditions are exclusive of any VAT or other taxes which BluMatter is required to pay in respect to the Fees.
If required by any applicable tax law, and/or if applicable to a Consultation, BluMatter shall withhold and remit the amount of any tax from payments owed to the Expert. Upon payment of any such amount to the appropriate government entity or agency BluMatter shall have no obligation to pay such amount to the Expert.
The Expert will be responsible for and pay (or cause to be paid) when due all taxes for which the Expert is liable in relation to the performance of the Consultation.
Compliance with Law
You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information overseas.
Authorised Users and Logins
Only you and your designees, if any (“Authorised Users”), who have been issued a user identification and password (“Login”) by us shall be permitted to access and use the Site and/or the Services. You shall procure that all Authorised Users shall be subject to the terms of these Terms and Conditions. You shall be responsible for any breach of these Terms and Conditions by any of your Authorised Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud).
You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, “Account Information”). You and your designees agree to not disclose your Account Information to anyone else, and to not use anyone else’s Account Information.
You agree to notify us promptly about any unauthorised use of your Account Information or any breach of security of which you become aware.
You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to a Consultation.
You must act with the utmost professionalism and courtesy in your dealings with Clients and with BluMatter.
As an Expert, you agree to the following:
You represent and warrant that your use of BluMatter is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use BluMatter in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.
Material Non-Public Information
You will not use BluMatter to solicit, disclose or misappropriate any material non-public information within the meaning of the laws of any other country.
You will not disclose to any Client, to any other Expert, or to BluMatter any third-party’s confidential information in violation of any duty or contract right.
You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party without that party’s prior written permission.
Where the Expert is legally required to disclose the Confidential Information, the Expert shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
Confidential Information means any documents or information created, received or obtained by the Expert from or on behalf of the Client, BluMatter or any other party in respect of any Consultation, their employees, agents, contractors and representatives. In relation to BluMatter, it also includes all non-public information pertaining to BluMatter’s business (including, without limitation, our pricing information, the identity of our Clients, the nature of and reasons for Client inquiries, and any content marked confidential) which must remain strictly confidential.
The Expert must notify BluMatter immediately upon becoming aware of a suspected or actual breach of this obligation.
BluMatter’s Services provide you with the ability to disclose certain information about yourself to Clients; it is solely your responsibility to decide whether to disclose such information and the manner of disclosure appropriate for your purposes.
Marketing and Disclosure
Unless permitted by the Client or required by law, you will not refer to the Client or its business (including the Client’s customers or the Client’s customers’ business) in any of your marketing materials, website, social media or other publications.
False and misleading information
You agree that you will not provide any false or misleading information or information which may mislead or deceive BluMatter, its Clients, or any other party in respect of any Consultation.
You further agree not to provide any financial or investment advice to any BluMatter Client, including, without limitation, any ratings or securities recommendations, unless you hold all necessary qualifications and you have agreed in writing with the Client.
You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by BluMatter as soon as possible after any changes.
Further information on BluMatter’s Policies and Guidelines may be found on our website at www.blumatter.com (as amended from time to time).
Compliance with Client Requirements
In performing any Consultation for the Client, the Expert must:
- use a high standard of care and skill to be expected of a consultant who regularly acts on projects or engagements like and at least as sophisticated as the subject matter of the Consultation;
- make all necessary enquiries of the Client to ascertain the Client’s requirements and objectives, including the Client’s requirements in relation to the Expert’s intellectual property;
- inform the Client of any matter which may cause any budget or estimate of Fees to be revised;
- comply with any Client policy, direction, instruction, brief, program, or schedule;
- comply with any applicable laws;
- obtain such insurance as required by law and provide evidence of such insurance upon request;
- obtain, if requested by a Client, insurance which may include; professional indemnity insurance, public liability and/or workers’ compensation insurance;
- not subcontract or engage any person other than the Expert to perform the Consultation without BluMatter’s and the Client’s prior written approval.
You are solely responsible for any content (including for example, written text, tags, data files) you add to your account (“User Content”). User Content includes, without limitation, all content you post or send on our Site, including any blog on our Site or any social media sites maintained or operated by us (for example LinkedIn, Facebook, Twitter etc). Under no circumstances whatsoever shall BluMatter be liable to you or to any other person or entity for your participation in, or use of, our Site. BluMatter has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold BluMatter, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise from your User Content.
Any work performed on a Consultation facilitated through BluMatter shall be performed as an independent contractor, and you are not and shall not be deemed to be an employee or agent of BluMatter or of any Client. You shall not be entitled to any benefits provided by BluMatter to its employees, and BluMatter will not make deductions from any of the payments due to you for tax, social security or similar purposes except if required by law.
Introductions and Non-Solicitation
For so long as:
you are registered with BluMatter (and for 12 months after any such registration ceases); and/or
engage with a Client made available by BluMatter (including by providing information to you regarding a Client, enabling you to identify a Client or project or otherwise causing a Client to be introduced to you)
you must not:
- agree to or be employed under any form of contract of employment with the Client;
- agree to or be engaged as a contractor for the Client;
- agree to or be retained by the Client as a supplier of services which would not otherwise fall within the scope of a Consultation, in any way other than through the BluMatter’s Services.
This applies whether or not you already knew the Client; or
- approach, solicit, induce, entice, offer to perform services, consult with, or otherwise be engaged for reward (directly or indirectly), with a Client introduced to you by BluMatter, in any other way other than through the BluMatter’s Services.
These obligations apply whether or not you already knew or had a previous relationship with the Client. This means that you must use the BluMatter Services as your exclusive method to engage with that Client unless BluMatter agrees otherwise (in writing) and BluMatter is paid the Introduction Fee as provided for in the Introduction Fee Policy (or as otherwise agreed in writing between BluMatter and the Client).
You must immediately upon being engaged, contracted or retained by the Client in a manner contemplated in subclauses (c)-(f) above notify BluMatter in writing.
With the global nature of the Services and the high calibre of Consultation Opportunities and Experts, the Expert accepts and acknowledges that these obligations are reasonable in every respect. Further, BluMatter need not suffer or prove any demonstrated loss before enforcing the rights under these provisions.
Some of the Consultations will allow or require the Expert to provide deliverables or content to the Client (“Expert Content”).
Unless otherwise agreed between the Expert and the Client, the Expert retains ownership of all intellectual property rights in the Expert Content.
In the absence of any specific agreement between the Expert and the Client, the Expert will grant such rights to the Client in relation to the intellectual property in the Expert Content as necessary to enable the Client to receive the benefit of the Consultation.
BluMatter is not responsible for any Expert or Client’s use of or misappropriation of any intellectual property rights during the course of the Services. Any agreements or disputes regarding intellectual property rights in Expert Content shall be between the Expert and the Client.
BluMatter Blog, social media and marketing materials
The Expert may post, upload or share articles, opinions, comments or any other information or content created by the Expert, on the BluMatter Site, blog, other social media sites and marketing materials maintained or operated by BluMatter including the BluMatter LinkedIn or Facebook pages (Posted Content).
By posting or using the BluMatter Site, blog, other social media sites or marketing materials maintained or operated by BluMatter, the Expert:
- agrees to any terms and conditions of use applicable to the site or social media sites; and
- retains ownership of all intellectual property rights in the Posted Content, but grants to BluMatter a royalty free, worldwide licence to use the content for its operational, business or marketing purposes, including the right to reproduce, amend, modify or change the Posted Content; and
warrants and represents that:
- the Expert owns all intellectual property rights in the Posted Content, including having obtained consents or waivers of moral rights (where the Expert is not the author);
- the Posted Content has not otherwise been published on any other site or publication unless it passes a unique copy test of not more than 15% overlap with what is being published on the BluMatter blog;
- the Expert will not infringe any third party’s intellectual property rights in the Posted Content;
- where the Expert posts, uploads or shares the Posted Content on any other third party’s site, the Expert will reference the Posted Content as “First posted on BluMatter”.
- The Expert will obtain any necessary consents or waivers from any individual who has any moral rights in any Posted Content or intellectual property licensed to BluMatter, to permit the sue and enjoyment of the Posted Content without any limitation arising out of the moral rights of that person.
BluMatter may elect not to upload any content proposed as Posted Content and may remove any Posted Content at any time and for any reason, without notice to the Expert.
This clause “BluMatter Blog, social media and marketing materials” survives termination of these terms and conditions.
You agree to indemnify, defend and hold harmless, BluMatter and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys’ fees and court costs) which are, arise out of or relate to:
- any taxes assessed to BluMatter (including any payroll tax, but not any income tax) or superannuation contribution obligations arising from the supply of the Consultations by the Expert to the Client or the Fees paid for those supplies;
- any act or omission (including negligent acts or omissions) of the Expert in the performance or purported performance of any Consultation;
- any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
- wilful misconduct or gross negligence in your performance of consulting services hereunder; or
- your breach of these Terms and Conditions, including, without limitation, any use of the Services that violates third party rights or applicable law; or
- any activity which you engage on or through BluMatter.
This indemnity will survive termination of these Terms and Conditions.
Warranty Disclaimer; Limitation of Liability
You use the services solely at your own risk. The services are provided on an “as is” and “as available” basis. We don’t control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our services or verify the identity of our users. To the fullest extent permitted by law, we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.
Notwithstanding anything to the contrary in this agreement and to the maximum extent permitted by law:
- BluMatter’s liability, whether under statute, tort, equity or contract, arising from or in connection with the Services is limited in the aggregate to the lower of the Fee paid by you to BluMatter in the most recent 30 day period or $1000.
- BluMatter is not liable to the Expert in respect of any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, loss of opportunity, lost time or good will, howsoever arising, whether in contract, tort (including negligence), strict liability or otherwise.
Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of Dubai, United Arab Emirates. The parties agree to submit to the non-exclusive jurisdiction of the Courts of Dubai.
If a dispute arises out of or relating to these Terms and Conditions the relevant parties shall attempt to resolve the matter by mediation before litigation.
Unless otherwise agreed between the Expert and Client, if a dispute arises in relation to the Consultation, the Expert shall attempt to resolve that dispute with the Client, by mediation between before litigation.
Nothing in this paragraph limits the rights of BluMatter to seek or obtain urgent interlocutory or interim relief.
Termination and Suspension
BluMatter or yourself may terminate this Agreement at any time for any reason. Your elected termination will be effective upon notice to BluMatter.
BluMatter reserves the right to suspend your profile or cancel your registration as an Expert, at any time, on BluMatter forming the view in its absolute discretion that BluMatter’s brand, operations (including the Site, any blogs or membership) or business (including its Client’s, partners or affiliates) may be adversely affected or harmed as a result of your continued registration as an Expert.
Assignment and Subcontracting
The Expert must not subcontract, transfer or assign these Terms and Conditions (or the benefit of the relationship with BluMatter) without BluMatter’s prior written consent.
BluMatter may at any time novate, assign, transfer, mortgage, charge or deal in any other way with these Terms and Conditions (or part thereof) or grant or confer the benefit of any right arising under these Terms and Conditions.
If a particular term of these Terms and Conditions is not enforceable, it should be modified so as to be enforceable, but regardless will not affect any other terms. Our failure to act upon a breach of this Agreement does not mean we waive any rights that we may have.
Any translation of these Terms and Conditions or our other documentation is provided for your convenience only and the English version will govern.
If you are using this Agreement on behalf of a business, that business accepts these terms.
These Terms and Conditions constitute the entire agreement between the Expert and BluMatter with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).
We may modify these terms and condition from time to time by posting the modification(s) or updating these terms and conditions on our website: www.blumatter.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an BluMatter Expert. If you continue to participate as an Expert after any modification becomes effective, then your participation will constitute acceptance of such modification.
You represent that you have never been (a) convicted of a felony; or (b) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign) or a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery or conspiracy to commit any such offense is alleged.
If you hold a professional license, you represent that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past 5 years.