Terms and Conditions for Wiseminds Network
These terms and conditions for the Wiseminds Network (“Wiseminds Terms”) apply to each user of the websites www.profeedwise.com or www.profeedwise.co.uk (referred to in these terms and conditions as the “website” or “site”) who is accepted to join the Wiseminds Network (a “member of the Wiseminds Network” or “member”).
These Wiseminds Terms apply in addition to the Terms and Conditions of Website Use, which apply to all users of the Website (the “Website Terms”). Where there is a conflict between the Wiseminds Terms and the Website Terms, these Wiseminds Terms shall prevail.
The Wiseminds Terms shall apply to any member of the Wiseminds Network who provides their Services through the Wiseminds Network and by clicking on the “I agree” box or by using the site, the member accepts and agrees to the Wiseminds Terms. If the member of the Wiseminds Network does not agree to the Wiseminds Terms, they should not use the site.
Any member providing Services through the Wiseminds Network may do so directly as a sole trader, through a limited company or an LLP or such other arrangement as agreed with ProfeedWise. Where the member of the Wiseminds Network provides their Services as a limited company or an LLP or through some other intermediary, references to the member or the member of the Wiseminds Network shall include both the limited company, LLP or other intermediary and any person who provides their services on behalf of such limited company, LLP or other intermediary, unless otherwise stated.
2. The Contract
A contract is created between the member of the Wiseminds Network when Profeed Consulting Limited, a UK Limited company registered in England under company number 09608515 (referred to in these Wiseminds Terms as “ProfeedWise”, “we” or “us”) makes an offer to a natural or legal person to become a member of the Wiseminds Network and accepts the offer by agreeing to these Wiseminds Terms or by providing Services to us. The contract starts from the date of agreement by the individual of the offer or such other date as shall be agreed between the member and us (the “Start Date”).
No member of the Wiseminds Network will be able to provide any Services to us until they have accepted the Wiseminds Terms through the website.
The contract between ProfeedWise and the member of the Wiseminds Network continues until it ends in accordance with these Wiseminds Terms. .
3. The Services
We agree to engage the member of the Wiseminds Network to provide services to us in relation to diagnosing areas for clients of ProfeedWise (“Clients”) to improve and implementing those improvements as agreed with Clients by us, which may include but is not limited to attending meetings, preparation of materials, reports, blogs, training, following up with Clients and other third parties, making presentations and otherwise supporting, promoting and furthering any proposal or project agreed by us with Clients (“Services”). These Wiseminds Terms apply to all Services provided by the member and these Wiseminds Terms prevail over any other terms or conditions put forward by the member.
4. Member’s Responsibilities
During the period that the member of the Wiseminds Network is engaged by ProfeedWise, the member of the Wiseminds Network will:
- provide the Services carefully and skillfully as best they can and in a first class professional way, and try their best to promote our interests;
- tell us as soon as they reasonably can if the member is unable to provide the Services or complete any part of the Services for any reason;
- try to ensure that they are available at all reasonable times (as long as they are given reasonable notice in advance) to provide any assistance or information to us in relation to the Services;
- not incur any expense on our behalf, or give the impression they are allowed to do so, unless we specifically tell them to do so in writing;
- comply with all applicable laws about anti-bribery and anti-corruption including the Bribery Act 2010, and also with the Website Terms and any of our policies that are on the website and any other policies that we tell them about; and
- make sure that all their work is original and does not infringe anybody else’s rights and that nothing they do will be unlawful or infringe anybody else’s rights of data or privacy, or be obscene, or damage anybody’s reputation in a way that the law judges to be defamatory.
The member undertakes (both on the Start Date and throughout the Engagement) that by entering into these Wiseminds Terms, providing the Services and fulfilling their obligations under the Wiseminds Terms, they are not be in breach of any obligation to any third party.
The member is not subject to our control as to the way in which the Services are to be delivered or the place of delivery. The member is a professional who will use their own initiative as to the way in which the Services are delivered provided that in doing so the member shall co-operate with us and the Client and comply with all reasonable and lawful requests of us and the Client.
For each project, the Services to be provided by the member shall be agreed in writing between us and the member. The member shall not be required to provide any advice and assistance other than as agreed in writing. Any request to provide any additional advice and assistance shall be agreed between us and the member before the advice or assistance is provided, including the fee payable for such additional advice and assistance.
The member is not obliged to make their services available except for the performance of the obligations agreed between the member and us for each project.
The member consents to:
- us holding and processing data relating to the member for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998);
- us making such information available to those who provide products or services to us such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of ProfeedWise or any part of our business;
- the transfer of such information to our business contacts outside the European Economic Area in order to further our business interests.
5. Our Responsibilities
When necessary to provide the Services, we will provide the member with such information about the Services and the Client as we have available to us.
Any payments due to the member in respect of the Services will be agreed between us and the member in relation to each project. The payment terms will vary depending on the length of the engagement with the Client and the performance checkpoints. As far as possible, each project deliverable will take no more than one month to complete or to complete for each phase (for longer projects). However this will be subject to any agreement between the Client and us, and will vary with each project.
No payment will be made to the member until we receive payment from the Client for the corresponding Services to which the payment relates. ProfeedWise may withhold a payment in the event of a dispute regarding the performance of the Services until such dispute is resolved. , ProfeedWise may require the member to redo the relevant Services at the expense of the member. The member further agrees that they have no right to payment for the Services if ProfeedWise reasonably determines that the member has breached these Wiseminds Terms or any other terms and conditions that apply to the member and the Services and ProfeedWise has suffered loss or damage as a result of such breach. Any payment due to the member together with any VAT that applies, provided that the member has sent an invoice to us following confirmation from us of receipt of payment from the Client, and acceptance by the Client and us of the relevant performance checkpoint(s).
Provided the member is due payment, any invoice shall be paid within  days of the date of the invoice. All payments due to the member shall be paid through the website only, using the payment methods advised to the member or set out on the website. The member agrees that they will use these payments methods to receive all payments arising from any Services provided. Any fees incurred by the member in respect of any payments made by ProfeedWise are the sole responsibility of the member.
The member shall be responsible for all expenses that they have to pay in order to carry out the Services. ProfeedWise will not pay any expense incurred by the member, If we agree to pay any of the member’s expenses, the member will:J
- provide receipts or other valid evidence of payment; and
- get our agreement in writing before the member incurs any expenses.
The member must invoice us for the expenses claimed and we will pay them (together with any VAT due) within days of the date of the relevant invoice or receipt by us of the corresponding expense payment from the Client (if applicable), whichever is the later. No payment shall be made by us to the member in respect of expenses until we have received the monies to which the member’s expenses relate from the Client.
We shall be entitled to deduct from any payment due to the member, any sum that the member may owe to us at any time.
Payment of fees or any expenses by us will not affect any of our claims or rights against the member if the member does not provide the Services in accordance with these Wiseminds Terms.
Members and any person who provides the Services on the behalf of the member are not eligible for or entitled to any benefits that are available to the employees of ProfeedWise (if any).
7. Other Activities, Conflicts of Interest and Restrictions
The member may be involved in any other business during the Engagement as long as they:
- do not breach these Wiseminds Terms or the Website Terms;
- are not involved in a business that places the member in a conflict of interest with ProfeedWise or any Client that the member provides Services to under these Wiseminds Terms;
- are not involved in a business similar to, or competing with, ProfeedWise or any Client that the member provides any Services to, without our previous written agreement;
- do not interfere or try to interfere in any contract, agreement or arrangement between us and any third party;
- do not discourage any third party from entering into or continuing any relations or arrangement with us;
- do not do anything or omit to take any action, which may in any way damage the brand or reputation or goodwill of ProfeedWise.
The member must decline, refuse or otherwise not get involved in any project, consultation or Services, that creates a conflict of interest with, or would result in a breach of, any
The member undertakes not to, directly or indirectly, take any action or inaction which may:
- have the effect of circumventing or excluding us, or our involvement, from the Services or with the Client; or
- otherwise circumvent, compete with, interfere with, avoid, by-pass or obviate our interests; or
- cause, support, or entice any other person(s) to circumvent, compete with, interfere with, avoid, by-pass or obviate our interests,
by entering into any arrangement with any person or entity introduced to the member by us in connection with the Services, without first obtaining our written consent. The member undertakes not to attempt to evade or reduce any payment or money due to us in relation to the Services. The member agrees that they shall in every case act with the highest standards of ethics in their dealings with us.
In order to protect the Confidential Information, business connections and key employees of ProfeedWise to which the member has access as a result of the Services, the member with ProfeedWise that they shall not in any Capacity:
- for the Restricted Period, be engaged, employed, or be concerned or interested in, or provide services to any business, which are the same as, or similar to, or in competition with any Restricted Business;
- for the Restricted Period solicit, approach, canvass or endeavour to entice away (personally or through or by a third party) from us the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
- for the Restricted Period be involved with the provision or supply of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business;
- for the Restricted Period solicit, approach, canvass or endeavour to entice away (personally or through or by a third party) from ProfeedWise the business or custom of a Restricted Prospective Customer with a view to providing goods or services to that Restricted Prospective Customer in competition with any Restricted Business;
- for the Restricted Period be involved with the provision or supply of goods or services to (or otherwise have any business dealings with) any Restricted Prospective Customer in the course of any business concern which is in competition with any Restricted Business;
- for the Restricted Period in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage, or seek to solicit or entice away from ProfeedWise any Restricted Person;
- for the Restricted Period in the course of any business concern which is in competition with any Restricted Business, employ or engage, solicit or entice away, or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;
- at any time after Termination, represent themselves as connected with ProfeedWise or use any registered business names or trading names associated with ProfeedWise.
In these Wiseminds Terms, Capacity means directly or indirectly, either alone or jointly with or on behalf of any person, organisation or undertaking, and as agent, consultant, director, employee, owner, partner, shareholder, principal or in any other capacity.
In these Wiseminds Terms, Restricted Business means the business or services of ProfeedWise with which the member was involved or concerned to a material extent in the provision of the Services or about which they had access to Confidential Information in the provision of the Services at any time in the 12 months immediately before the Termination.
In these Wiseminds Terms, Restricted Customer means any firm, company or person who or which, during the 12 months before the Termination, was a customer, partner, or client of ProfeedWise, or who was in the habit of dealing with ProfeedWise, and with whom the member had material dealings at any time in the 12 months immediately before the Termination in the course of provision of the Services.
In these Wiseminds Terms, Restricted Period means the period of 24 months immediately following the Termination.
In these Wiseminds Terms, Restricted Person means any person employed or engaged by ProfeedWise, including any other member of the Wiseminds Network, who could materially damage our interests if they were involved in any Capacity in any business concern that competes with any Restricted Business, and with whom the member dealt in the 12 months immediately before the Termination in the course of provision of the Services.
In these Wiseminds Terms, Restricted Prospective Customer means any firm, company or person who or which, during the months before Termination, was in discussions or conducting negotiations with us with a view to becoming a Client and with whom the member had contact or was aware of or obtained Confidential Information about in the course of the providing the Services.
In these Wiseminds Terms, Termination means the end of the Engagement (howsoever arising).
8. Confidential Information
The member shall not use or disclose to anyone, any Confidential Information about ProfeedWise’s business that they may see or find out when providing the Services unless:
- the performance of the Services makes it necessary to disclose the information to someone in order that they can help fulfill the Services;
- we approve its disclosure in advance in writing;
- the law requires it to be disclosed;
- the information is already public and known by others (but not because the member told them).
The member will protect the Confidential Information against unauthorised disclosure by using the same degree of care as the member takes to look after and keep safe their own confidential information of a similar nature, being at least a reasonable standard in line with professional industry standards.
In these Wiseminds Terms, Confidential Information means any information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, Clients, products, affairs and finances of ProfeedWise for the time being confidential to us and trade secrets including, without limitation, technical data and know-how relating to our business or any of our suppliers, customers, agents, distributors, management or business contacts, including in particular (by way of illustration only and without limitation) i) contact details of Clients and any business contacts; ii) internal documents, diagnostic and management tools, reports; trainings, content and know how material; iii) any information specifically designated by us as confidential; iv) any information supplied to us by any third party in relation to which a duty of confidentiality is owed or arises; v) any information required to be treated as confidential by any legislation; vi) any information or item which should otherwise be reasonably regarding as possessing a quality of confidence; vii) any information having commercial value or use in relation to our business activities, including any such information introduced by the member into any computer or other electronic method of storage owned or operated by us, and including (but not limited to) information that the member creates, develops, receives or obtains in connection with the Services, whether or not such information (if in anything other than oral form) is marked confidential.
At any time during the Engagement, the member will immediately return to us on request, all Confidential Information and anything else we own, such as paperwork, tools, data and documents created by the member on the member’s computer systems, or any other work created by the member during the term of the Engagement.
9. Intellectual Property
The member hereby assigns to ProfeedWise all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the member holds legal title in these rights and inventions on trust for ProfeedWise.
The member undertakes to ProfeedWise:
- to notify to us in writing full details of all Inventions promptly on their creation;
- to keep confidential the details of all Inventions;
- whenever requested to do so by us and in any event on the termination of the Engagement, promptly to deliver to us all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in the member’s possession, custody or power and to give such explanations, demonstrations and instructions to ProfeedWise as we may reasonably deem appropriate to enable the full and effectual working, production or use of the same;
- to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to ProfeedWise.
The member warrants that:
- they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
- they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
- the use of the Works or the Intellectual Property Rights in the Works by ProfeedWise or any Client will not infringe the rights of any third party,
The member waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the member’s moral rights.
The member agrees to indemnify ProfeedWise and keep us indemnified at all times against all or any costs, claims, damages or expenses incurred by ProfeedWise, or for which we may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the member to us during the course of providing the Services provided that such costs, claims, damages or expenses are incurred by ProfeedWise solely due to any act or default of the member. We may at our option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the member.
The member acknowledges that no further remuneration or compensation other than that provided for in this agreement is or may become due to the member in respect of the performance of the member’s obligations under this section 9.
The member undertakes to execute all documents, make all applications, give all assistance and do all acts and things at any time either during or after the Engagement, as may, in our opinion, be necessary or desirable to vest the Intellectual Property Rights in the Works and Inventions in, and register or obtain patents or registered designs relating to the Works and Inventions in, our name and to defend us against claims that works embodying Intellectual Property Rights in the Works or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.
In these Wiseminds Terms, Intellectual Property Rights means patents, rights to Inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography 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.
In these Wiseminds Terms, Invention means any invention, idea, discovery, development, improvement or innovation made by the member in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
In these Wiseminds Terms, Works means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the member in connection with the provision of the Services.
10. Ending this Engagement
- the member fails to comply with our reasonable and lawful requests;
- the member is convicted of any criminal offence (other than a minor traffic offence);
- the member is, in our reasonable opinion, careless or ineffective in the performance of the Services or fails to perform the Services as agreed or at all;
- the member is declared bankrupt or makes any arrangement with people they owe money to, to defer or delay the debt;
- the member is guilty of any fraud or dishonesty, or acts in any way which we believe damages our reputation, or which might damage our business.
Either the member or ProfeedWise can end the Engagement straight away by sending the other a written notice, if:
- either of them commits any serious or repeated breach of any of their obligations under these Wiseminds Terms, and (where that the breach can be put right) whoever is committing the breach does not put it right within 28 days of receiving a written notice from the other party that requires them to put the breach right;
- either of them fails to pay any amount due under this contract on the due date for payment and does not pay the amount due within 30 days of receiving a notice from the other party requesting payment;
- either of them stops, or threatens to stop, paying their debts;
- either of them is unable to pay their debts when they arise, or is deemed to be unable to pay their debts under the legislation known as the Insolvency Act 1986;
- either of them negotiates with any creditors who they owe money to reschedule their debts to them, or enters into any arrangement or compromise with their creditors concerning their debts;
- a petition is filed, a notice is given, a resolution is passed or an order is made for either of their companies to be wound up (except if that happens as part of them combining with another company whilst they are still solvent), or for the bankruptcy of either of them;
- either of their creditors or someone else they owe money to becomes entitled to appoint an administrative receiver or takes possession of any of their assets, or any other legal action is taken against their assets;
- a court application or order is made for the appointment of an administrator over either of them and their affairs; or
- either of them stops carrying on business, or threatens to do so.
ProfeedWise may terminate the Services provided by a member on any project immediately without notice or payment in lieu of notice if:
- requested to by the Client; or
- if the Client terminates the project or the Services before the end of the term stated in the applicable statement of work or puts the Services or the project on hold or delays the project or the Services.
ProfeedWise may end the Engagement at any time by giving to the member not less 15 days’ written notice.
ProfeedWise or the member may end the Engagement by giving to the other not less than written notice provided that any notice given by the member shall not take effect until the member has
The reasons listed in this section 10 do not limit any of the legal rights of the party who ends the Engagement. If that party does not exercise their rights to end the Engagement straight away, this does not mean that they are giving up their right to end the Engagement in future for that reason or for another reason.
11. Responsibilities on Termination
On termination of the Engagement, the member must immediately:
- return to ProfeedWise all of our property in the member’s possession or to which they have access and any materials that the member has been working on as part of the Services (for example working papers);
- as far as reasonably possible, delete all information about ProfeedWise’s or any Client’s business that is stored electronically in the member’s possession or to which either they have access; and
- on request, sign a statement that they have done these things.
12. Status and substitution
The relationship between the member and ProfeedWise will be that of “independent contractor” which means that the member is not our employee, worker, agent or partner, and the member will not give the impression that they are.
As this is not an employment contract the member will be fully responsible for complying with all laws and regulations that apply to the member and any person that provides the Services to any person on its behalf. The member will be responsible for all their own tax and any tax liabilities in respect of any person that provides the Services on its behalf, including any national insurance contributions or social security payments, arising from carrying out the Services. If ProfeedWise has to pay any such tax or national insurance contributions, the member will pay back to us in full, any money that ProfeedWise has to pay, and they will also pay us back for any fine or other punishment imposed on ProfeedWise because the tax or national insurance contributions were not paid by the member.
The member must ensure that any information that they provide to ProfeedWise regarding their skill, expertise, experience and training is accurate and true, and not misleading. If the member does not consider that they have the necessary skills and experience to provide the Services on any project to the reasonable satisfaction of ProfeedWise, they must notify us immediately. Any training that the member requires shall be paid for by the member.
The member shall be responsible for any loss, damage or injury to any person, firm, company or other organisation, including ProfeedWise, which results from anything done by or not done by member, even if it is not a breach of these Wiseminds Terms. The member shall pay that person or organisation, including ProfeedWise, in full, any money that the person, organisation or ProfeedWise has to pay, as well as any fine or other payment imposed on the person, organisation or ProfeedWise relating to such loss, damage or injury.
The member shall make sure that they have insurance to cover any claim against the member whether the claim is because of the Engagement or for some other reason. The insurance shall include Employer’s Liability Insurance, Public Liability Insurance and any other suitable policies of insurance such as Professional Indemnity insurance.
The member shall be responsible for any problems arising as a result of the provision of the Services and the member shall put these problems right at their own cost where ProfeedWise notifies the member in writing of the problem.
Neither the member nor ProfeedWise will be liable to the other for failure or delay in carrying out the Wiseminds or any other terms and conditions that apply to the member or ProfeedWise, which is caused by an event beyond their reasonable control and that they could not have foreseen, or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures do what they are supposed to.
Any notice sent under these Terms must be in writing and must either be delivered by hand, or by pre-paid first class post or recorded delivery to such other address as is notified to the other party for this purpose), or by email to an email address notified to the other party for this purpose.
Without evidence of earlier receipt, notices given in accordance with this section 14 are deemed received:
- if the notice was delivered by hand, courier or other messenger, at the time of delivery; or
- if the notice was sent by post, at 9.00am on the second business day after it was posted; or
- if the notice was sent by email, at the earlier of the time a return receipt is generated automatically by the recipient’s server, the time the recipient acknowledges receipt, and 24 hours after transmission, unless the sender receives notification, or should reasonably know, that the email has not been successfully delivered,
except that if deemed receipt is outside of normal business hours, the notice shall be deemed to be received at 9.00am on that business day where deemed receipt would be before 9.00am, or at 9.00am on the next business day where deemed receipt would occur after 5.00pm. This arrangement does not apply to the service of any documents in legal proceedings.
If ProfeedWise changes these Wiseminds Terms after the Start Date, the change must be agreed by the member by clicking on the “I agree” box through the website in order for the member to continue to provide the Services or use the website. If the change materially reduces a member’s rights or increases their responsibilities, we will notify the member via a system message, an email, or other means. Any changes will take effect seven (7) days after they are posted unless stated otherwise, except for revisions required by law which shall take effect immediately. If the member does not agree to any revisions to the Wiseminds Terms, the member of the Wiseminds Network must cease using the site.
The member may not assign this contract or any of their rights or obligations under these Wiseminds Terms. ProfeedWise may assign this contract or any of our rights and obligations to any company owned by, or which is an affiliate or subsidiary of, ProfeedWise, or to anybody acquiring ProfeedWise business or our assets.
Nothing in these Wiseminds Terms shall give the member any right or power whatsoever to contract on behalf of ProfeedWise or bind ProfeedWise in any way in relation to third parties unless specifically authorised to do so by ProfeedWise and the member shall not hold themselves out as having any such authority
The member and ProfeedWise agree that the courts of England and Wales are the only place where disputes or claims relating to or connected with this Engagement (including non-contractual disputes or claims) may be.