Squad leader agreement.

Who we are

We are Striver Technologies Limited; registered in England & Wales, number 16307327, and our address is 30/34 North Street, Hailsham, East Sussex, BN27 1DW, United Kingdom.

Who you are

You are the person who has agreed to become a squad leader on our platform, as set out in the squad leader agreement of which these terms form part.

Purpose of these terms

These terms are the general terms that apply to you in your capacity as a squad leader and which, together with the user terms that apply to all users of our platform, form part of the squad leader agreement you enter into with us as described below.

Squad leader agreement and our contract with you

In order to become a squad leader, you enter a contract with us comprising:

• the squad leader agreement;
• these general terms; and
• the user terms that apply to all users of our platform;

which together form the terms of the contract with you; any reference to the squad leader agreement should be treated as incorporating reference to all these terms.

Effective date

The squad leader is treated as taking effect from the effective date specified in the squad leader agreement.

Term

The squad leader agreement will last for the initial term specified in it; after which it will continue until terminated by either party on not less than three months’ notice to the other (notice to be given so as to expire at the end of a calendar month); this is subject to earlier termination of the squad leader agreement in accordance with its terms to that effect.

Summary of your responsibilities

In your role as squad leader, you will be responsible for:

• participating in the production by us of content;
• producing content yourself;
• posting content on your own social channels;
• providing us with photos and other content for use by us;

as described in more detail below.

Content production by us

We will produce content featuring you for posting on your squad, you will be expected to attend and participate in filming sessions to enable the content to be produced, as described in the squad leader agreement. We will edit the content and upload it to the platform.

Content production by you

You will produce your own content for posting on your squad, as described in the squad leader agreement. You will send the content to us, and we will edit the content and upload it to the platform.

Posting content on your social channels

You will repost content produced for the platform on your own social channels, as described in the squad leader agreement.

Your photos and related content

You will provide us with photos and other content for use by us on our website, our platform, and our own social channels, in relation to your role as squad leader.

Approval of content by you

Where we have produced content featuring you, it will be subject to your approval before we upload it to the platform. Once we send you the content for approval:

• you will approve it within 2 working days;
• if you have not responded within 2 working days, the content will be treated as having been approved by you, and we may upload it accordingly; or
• if you withhold your approval, you must tell us why and give us an explanation sufficient to enable us to understand what the problem is.

Content produced by you and provided to us for upload to the platform will be treated as having been approved by you.

Requirements for content

In participating in the production of content by us, or producing content yourself, you will comply with our reasonable requests and directions in relation to the production and content concerned.

Restrictions

You shall not do any of the following:

• post content on the platform; or
• post content that refers or relates to us or the platform, on your own channels;

except with our prior approval in writing.

User terms

In your capacity as squad leader, you are also a user of the platform, and you will comply at all times with the user terms, which are treated as forming part of the squad leader agreement.

Summary of our role supporting you

We will be responsible for supporting you in your role as squad leader as follows:

• producing content featuring you;
• editing content produced by you;
• posting content featuring you on the platform;

as set out below.

Producing content

We will produce content featuring you for posting on your squad, as described in the squad leader agreement. We will edit the content and upload it to the platform.

Posting content

We will edit content produced by you and upload it to the platform.

Remuneration

If we have agreed to pay you for performance of your role as squad leader, your fees will be as specified in the squad leader agreement; no fees or other remuneration will be due to you except to the extent expressly set out in the squad leader agreement.

Third-party charges not included in your fees

Any third-party charges to be incurred by you (for example, charges by your licensors or sub-contractors) and that you are passing through to us other than by including them in your fees, must be set out in the order form, or otherwise agreed with us in advance and in writing.

Out-of-pocket expenses

Unless the squad leader agreement says otherwise, your fees will not include reasonable out-of-pocket expenses incurred by you in the provision of your services. You must not incur expenses without first agreeing these with us in writing. Agreed out-of-pocket expenses will be chargeable by you in addition to any fees and will be due monthly in arrears.

When fees etc. are due

Your fees and expenses, and any third-party charges, are due as set out in the squad leader agreement or, otherwise, monthly in arrears at the end of each month. You may invoice for the fees, expenses, and any relevant third-party charges when they are due.

Payment

We will pay your invoices within thirty days of receiving them.

Late payment

If we are late in paying any of your invoices, you may charge interest on unpaid amounts. Interest will be due from the date of the invoice until the date of payment and will continue to be due and payable even if you obtain a judgment from a court in relation to any claim for payment of the invoice. The rate of interest per year will be the statutory rate.

VAT

Fees, expenses, and third-party charges are ex-VAT (or any other relevant taxes on supplies) unless specified otherwise in the order form. Subject to presentation of an appropriate VAT invoice, we shall pay VAT (or other relevant taxes) in addition to the amounts concerned.

Limitation of liability

The liability of each party under or in relation to the squad leader agreement, and whether such liability arises due to breach of contract, negligence, misrepresentation, under any indemnity, or for any other reason, shall be limited as follows:

• the liability of each party in relation to any given claim (excluding a claim under an indemnity), shall be limited to an amount equal to the greater of:
  • an amount equal to the aggregate amount of fees due to you under the squad leader agreement in the period of 12 months immediately prior to the month in which the claim arose; or
  • GBP 10,000;
• the aggregate liability of each party (including any claim under an indemnity), shall be limited to GBP 1 million so that, except as set out below, in no event shall the aggregate liability of either party under or in relation to the squad leader agreement (including in respect of all claims and under all indemnities) exceed GBP 1 million;
• neither party shall be liable for any:
  • loss of profit; or
  • indirect, consequential, or special loss; and
• neither party’s liability for:
  • death or personal injury caused by its negligence;
  • fraud or fraudulent misrepresentation;
  • any other loss which may not by law be excluded or limited;

is excluded or limited.

Insurance

You will take out and maintain, throughout the term of the contract, and for at least three years after the termination date of the contract, professional indemnity insurance (covering negligence and breach of contract in the performance of your services) with a reputable UK-based insurance company to a limit of not less than an amount equal to your maximum aggregate liability under the contract, as described above. On request from us, you will provide us with written confirmation from your broker or the relevant insurance company that the relevant insurance is in force.

Confidentiality

You will keep confidential any confidential information which we provide to you in connection with the squad leader agreement and we will do the same in relation to any confidential information which you provide to us. Confidential information will include all information marked as being confidential and any other information which ought reasonably to be assumed to be confidential (whether due to its nature, the circumstances in which it is disclosed or otherwise). These obligations as to confidentiality will not apply to any information which is:

• available to the public other than because of any breach of these terms;
• when it is provided, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
• independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or
• required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure.

Content produced by us

We (or our licensors) will retain all intellectual property rights in and relating to any content produced by us; this content may only be used to the extent permitted by the squad leader agreement and in accordance with its terms.

Content produced by you

You (or your licensors) will retain all intellectual property rights in and relating to any content produced or provided by you; this content may only be used to the extent permitted by the squad leader agreement and in accordance with its terms.

Licence of content produced by you

In relation to any content produced or otherwise provided by you:

• you grant us a licence to copy, adapt, communicate to the public, or otherwise use the content:
  • to post it on the platform;
  • to post it on our website and social channels; and
  • otherwise for the purposes of promoting the platform;
• this licence will be exclusive to us (except to the extent that we ask you to use the content yourself, for example by posting it on your social channels), and will be unlimited in time and non-terminable.

Licence of content produced by us

In relation to any content produced by us, we grant you a licence to copy it and communicate it to the public to the extent described in the squad leader agreement and in accordance with its terms.

Use of your image

You grant to us a licence to copy, adapt, use and communicate to the public (and to permit others to copy, adapt, use and communicate to the public) your image as follows:

• as part of and in relation to any content in which you appear or feature;
• in order to promote the platform and your involvement as squad leader, on the platform and on our website and social channels;

We may use your image for the terms of the squad leader agreement, provided that any content featuring your image may, once posted to the platform or our social channels, remain there indefinitely (including after termination of the squad leader agreement) in the form in which it was posted (but may not be further edited or re-purposed by us).

Termination of the squad leader agreement

The squad leader agreement will terminate in accordance with any express term of the contract to that effect.

Termination for cause

Either party may terminate the squad leader agreement immediately by notice to the other party:

• if the other party is in material breach of the squad leader agreement (other than non-payment of fees due) and, where the breach is capable of remedy, does not remedy the breach within 30 days of being requested to do so by the party not in breach; or
• if the other party is subject to an insolvency event.

Termination of the contract due to non-payment

You may terminate the squad leader agreement immediately by notice to us if:

• we have failed to pay any sum due to you under the contract by the date on which it is supposed to have been paid in accordance with the contract;
• you have notified us that the sums are overdue and that, if they remain unpaid for a further thirty days, you intend to terminate the contract; and
• the sums remain unpaid for a further period of thirty days following the date of the notice from you as set out above.

Consequences of termination

Termination of the contract will not affect any accrued rights or liabilities which either party may have under or in relation to the contract by the time termination takes effect.

Your relationship with us

Your relationship with us will be that of independent contractor and nothing in any contract shall make you an employee, worker, agent, or partner of ours, and you will not hold yourself out as such.

Circumstances beyond a party’s control

Neither party will be liable for any failure (whether complete or partial) or delay in relation to the performance of its obligations under the contract where the failure or delay concerned arises from an event beyond the control of the party concerned. A party wishing to rely on this clause shall:

• take all reasonable steps to avoid or reduce the adverse effects of the relevant event; and
• as soon as reasonably possible, notify the other party in writing of the failure (or potential failure) or delay and the reasons for it, together with an estimate of how long the failure or delay is likely to continue.

If either party fails or delays in the performance of its obligations under the contract due to an event beyond its control and in circumstances in which this clause applies, and the failure or delay continues for a period of 30 days, then either party may, until performance resumes in accordance with the relevant contract(s), terminate the contract immediately by notice to the other.

Compliance with the Bribery Act 2010

It is a condition of the contract that, in pre-contract negotiations and in the supply of the services, each party will:

• at all times comply with the terms of the Bribery Act 2010; and
• take all necessary steps to ensure that those conducting business on the party’s behalf comply with the Bribery Act 2010.

Assignment or transfer

Neither party may assign or transfer any of its rights or obligations under the contract without the other party’s prior consent in writing.

Sub-contracting

You shall not sub-contract the performance of any of your obligations under the contract without our prior approval. If you sub-contract, you will remain liable under the contract for the acts and omissions of the sub-contractor as if they were your own.

Notices and consents

All notices and consents relating to the contract must be in writing. All variations to the contract must be agreed, set out in writing, and signed on behalf of both parties before they take effect.

No other terms

The squad leader agreement, together with these general terms and the user terms, will set out all the terms that have been agreed between the parties in relation to your role as squad leader. No other representations or terms shall apply, or form part of the contract.

Third party rights

No term of the contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the contract.

Law and jurisdiction; dispute resolution

The contract is governed by English law. Disputes relating to the contract will be resolved using the dispute resolution procedure but, subject to that, both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute concerning the contract.

A2 | Interpretation

In these general terms, unless it says otherwise:

• Reference to a person includes a legal person (such as a limited company) as well as a natural person;
• Reference to these general terms or a content order includes reference to the appendices and other documents attached to it or incorporated by reference into it (all as amended or added to from time to time);
• Reference to “including” shall be treated as being by way of example and shall not limit the general applicability of any preceding words;
• Reference to any legislation shall be to that legislation as amended, extended, or re-enacted from time to time, and to any subordinate provision made under that legislation;
• Clause headings are for ease of reference only and do not form part of these general terms or any content order; and
• Reference to these general terms or to any content order shall include reference to it after it has been amended, added to, or replaced by a new set of general terms or content order (as the case may be).

A3 | Dispute resolution

Disputes in relation to the agreement of which these general terms form a part will be resolved as follows:

• The parties will attend a meeting to attempt to resolve the dispute; unless agreed otherwise between the parties at the time, this meeting will be treated as being conducted on a “without prejudice” and “subject to contract” basis.
• If the parties are unable to resolve the matter via a meeting (including if a party refuses to meet), then the parties will try and resolve the claim through mediation under the auspices of the Centre for Dispute Resolution (CEDR) in London, by reference to the CEDR Model Mediation Procedure, on the basis that the language of the mediation shall be English.
• If the parties are unable to resolve the matter via mediation (including if a party refuses to mediate), then the dispute will be referred to and finally resolved by the courts in England.

Nothing in this clause shall prevent either party from immediately seeking from a court of competent jurisdiction an interim order restraining the other party from doing any act or compelling the other party to do any act.