1.1. Coutts & Company (Coutts/we/us/our) is a private unlimited company registered in England and Wales (Companies House Reference Number: 00036695) with registered office address at 440 Strand, London, WC2R 0QS.
1.2. We provide a mentoring and career progression platform for both businesses and private users (the “Platform”).
1.3. The Platform brings together persons who wish to provide mentorship (Mentors) with individuals and businesses who wish to receive mentorship (Mentees) in relation to a variety of skills, know-how and across several industries (together the “Users”). You can register on the Platform as either Mentor or Mentee or both.
1.4. The Platform is owned and operated by Mentor Xchange Limited (“MeX” or the “Operator”), a company registered in England and Wales (company number: 10345601), with registered office address: 2a Peterborough Villas, Peterborough Villas, London, United Kingdom, SW6 2AT. Coutts is the licensee of the Platform.
1.6. Any reference to “you” in these Terms includes yourself and any person that accesses or uses the Platform and the services we make available via the Platform (the “Services”) on your behalf, whether as a guest or a registered user.
1.7. Different terms may apply to you depending on whether you act as Mentor or Mentee when you use the Platform.
1.8. Please read these Terms carefully before using the Platform. By using the Platform, you confirm that you accept these Terms and agree to comply with and be bound by them. This confirmation is deemed to occur upon your first use of the Platform and you will be required to read and accept these Terms when signing up for an account.
2.1 These Terms incorporate the Coutts Privacy Notice, which sets out the terms on which we collect, process, share and store any personal data we collect from you, or that you provide to us. When using the Platform, the following additional terms also apply:
2.3 We use your data to carry out the Platform and Services in the following ways:
• to administer and manage your account and to provide you with information you request;• to ensure that content from the Platform is presented in the most effective manner for you;• to allow you to participate in interactive features of the Service when you choose to do so;• to respond to communications from you and to provide you with information about the Services, including notifying you about changes to the Platform or Services.
2.4 We also use your data to make the Platform and Services better in the following ways:
• to administer the Platform and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes; and• in order to keep the Platform safe and secure, e.g. by conducting analysis required to detect malicious data and understand how this may affect your IT system.
2.5 We will not send you any unsolicited marketing or spam and will take all reasonable steps to ensure that we fully protect your rights and comply with our obligations under applicable data protection laws. If you are an existing customer, we will only contact you by electronic means (e-mail) with information about services similar to those which were the subject of a previous enquiry by you. You can ask us to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by contacting us at any time. If you do not want us to use your data in this way, please notify us in writing or by email at .moc.sttuoc%40hcraeser.tneilc
3. Changes to these Terms
3.1. We reserve the right to vary these Terms from time to time. Such variations become effective immediately upon the posting of the varied Terms on the Platform. By continuing to use the Platform you will be deemed to accept such variations.
3.2. In the event of any conflict between the current version of these Terms and any previous version(s), the provisions that are current and in effect will prevail (unless it is expressly stated otherwise).
4. Changes to the Platform
We may update the Platform from time to time, and may change the content and Services at any time. However, please note that any of the content on the Platform may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that the Platform, or any content on it, will be free from errors or omissions.
5. The Services
By using the Platform you can do the following:
5.1 Create a personal profile:• You may create a personal profile, where you can share information about your name, professional history, academic history, accomplishments, work experience, areas of interest as well as preferences to connect and communicate with other Users.• Mentees may specify particular skills they wish to develop by using the Platform. Mentors may specify the skills, outcomes and industries in relation to which they wish to provide mentoring.5.2 Meet other Users and receive/offer mentorship:
• The Platform enables Users to build their own collaborative network for guidance and support. • In particular, the Platform provides a forum which allows Mentees to meet prospective Mentors and seek out guidance in the area they are interested in. For example, Mentors may help Mentees in developing specific skills or provide them with guidance on how to achieve specific outcomes.• The Platform allows Users to free search names, skills to meet people. The Platform also allows Users to post open requests for guidance onto the network.• The Platform uses proprietary AI tools, to match Mentees with the most relevant Mentors who can help them at that specific time.
5.3 Communicate: Users may begin to communicate with each other through private messaging. Any mentoring will be provided/received outside the Platform5.4 Notwithstanding the foregoing, the number of features and tools made available to you through the Platform, may vary at our sole discretion, and we do not make any representation that a particular feature or tool will be available at any given time.
6 Accessing the Platform
6.1 We do not guarantee that our Services, the Platform, or any content on it, will always be available or be uninterrupted. Access to the Platform is permitted on an “as is” temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Platform or Services without notice. We will not be liable to you if for any reason the Platform is unavailable at any time or for any period.
6.2 You are responsible for making all arrangements necessary for you to have access to the Platform. You are also responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
6.3 In order to register, use or access the Platform you must:• be a UK resident; and• be at least 18 years old.
6.4 In using the Platform, you represent and warrant that you meet these conditions.
7 Your Account and Password
7.1 You must treat your user identification code, password or any other security information as confidential and you must not disclose such information to any third party. We will not be liable for any unauthorised use of your account.
7.2 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at .moc.sttuoc%40hcraeser.tneilc
7.3 We have the right to disable any user identification code or password at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
7.4 You may close your account at any time by deleting your profile on the Platform or by notifying us via email at .moc.sttuoc%40hcraeser.tneilc
8 Intellectual property rights
8.1 We are the licensees of all intellectual property rights on the Platform, and in the material published on it. All such rights are reserved and you may not reproduce, copy, distribute, sell, sub-licence, store, or in any other manner re-use content from the Platform unless given express written permission to do so by us. You must not use any part of the content on the Platform for commercial purposes without obtaining a licence to do so from us or our licensors.
8.2 Any infringement by you of the above will be a material breach of these Terms.
9 No reliance on information
9.1 The Platform and the Services are not intended to give access to professional advice of any sort. In particular Mentees should not construe any mentoring provided by Mentors as legal, tax, investment, financial, or other advice, on which they should rely.
10 No solicitation to invest
10.1 The Platform and the Services are not intended to promote any investment opportunities or to facilitate, whether directly or indirectly, any investment activities.10.2 For the avoidance of doubt, Coutts will not be performing any regulated activities under The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO) and will not communicate any financial promotion under The Financial Services and Markets Act 2000 (FSMA), by virtue of operating the Platform and providing the Services.10.3 Nothing contained on the Platform constitutes or imply a solicitation, recommendation, endorsement, or offer by Coutts, MeX or any third party to buy or sell any securities or other investments in the UK or in in any other jurisdiction.
11 No responsibility for mentoring / Mentors
11.1 The Services are provided solely in order to facilitate the management and administration of communications between Mentors and Mentees. All mentoring will be provided outside of the Platform and is strictly independent of our Services. Acceptance of a Mentor on our Platform does not constitute or imply his/her endorsement by us. Any opinions, views, or values expressed in the course of mentoring are those of the relevant Mentor and do not reflect our opinions, views, or values in any way and we will not be responsible for their content or accuracy.
11.2 Mentors shall not give the impression that any views, opinions, directions and recommendations that they express in the course of mentoring emanate from us.
11.3 As a Mentee, you are solely responsible for evaluating the merits and risks associated with reliance on mentoring and for ensuring that it meets your specific requirements.
12 Limitation of our Liability
12.1 You use the Platform solely at your own risk. Insofar as is permitted by law, we make no representation, warranty, or guarantee (whether express or implied):• as to the content, quality, accuracy and/or relevance of any mentoring provided by Mentors;• that our Services will meet your requirements or expectations or that they will be fit for a particular purpose;• that success or any other specific results may be achieved by using the Platform;• that the content on the Platform is accurate, complete or up-to-date; or• that the Platform will be error-free, timely, reliable, secure or virus-free.
12.2 We are not a party to any transactions or other relationships between any of our Users, or to any disputes between them. Any claims must be made directly against the party concerned.
12.3 To the fullest extent permissible by law, we accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with:
• use of the Platform and the Services;• inability to use the Platform, including due to unavailability or technical error;• mentoring provided by Mentors;• loss of profits, sales, business, or revenue;• business interruption;• loss of anticipated savings;• loss of business opportunity, goodwill or reputation; or• any indirect or consequential loss or damage.
12.4 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
13.1 We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Platform. You should use your own virus protection software.
13.2 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform. You assume the entire cost of any necessary service, repair, or correction. We accept no responsibility or liability arising out of any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events or acts of war.
13.3 You must not misuse the Platform by knowingly introducing or sending viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack. A breach of this provision is a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
14 Prohibited uses
14.1 You may not use the Platform (directly or indirectly):
• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect. In particular (without limitation) Mentors shall not advocate, promote or assist any unlawful act or encourage behaviour that could constitute breach of law, such as (by way of example only) copyright infringement, tax evasion or aggressive tax avoidance tactics. For the avoidance of doubt, this does not include legitimate tax planning techniques;• in any way that is inappropriate, threatening or abusive of a person’s position or is likely to harass, upset, embarrass, alarm or annoy another person;• in any way that is discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age;• to promote investments or to engage in any fundraising or investment activity in general. In particular, Mentees shall not treat the Platform as a venue where they can source potential investors;• to provide investment advice. For the avoidance of doubt, Mentors may, from time to time, provide high-level advice on the ways of raising finance generally or the ways to market one’s business to potential investors; and/or• in any way that is in breach of these Terms. 14.2 Mentors shall act in good faith in their interactions with Mentees. In particular (without limitation), Mentors shall not knowingly provide advice that is likely to deceive the Mentees and shall not abuse their position for their own personal gain (including by exploiting Mentee’s business ideas and propositions).
14.3 You also agree not to access without authority, interfere with, damage or disrupt:• any part of the Platform;• any equipment or network on which the Platform is stored;• any software used in the provision of the Platform; or• any equipment or network or software owned or used by any third party.
15 Suspension and termination
15.1 The Service is being run as a pilot for a period of 6 months ending on 19 August 2021. We may withdraw or suspend the service at any time during the pilot period without notice as set out in clause 6.1. We may extend the pilot and if we do, we will notify you.
15.2 We will determine, in our discretion, whether there has been a breach of these Terms. When a breach has occurred, we may take such action as we deem appropriate, including (without limitation) any of the following actions:
• immediate, temporary or permanent withdrawal of your right to use the Platform (including suspension or termination of your account);• issue of a warning to you;• legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;• further legal action against you; and/or• disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
15.3 We exclude liability for actions taken in response to breaches of these Terms.
15.4 You agree to fully reimburse us for all losses (including loss of profit, revenue, goodwill or reputation), costs and expenses arising out of any breach of these Terms by you, or any other act or omission by you in using the Platform or by any other person accessing the Platform using your personal information with your authority that results in any legal responsibility on our part to any third party.
15.5 If your account is terminated or deactivated (by you or by us), your photos, comments and all other data uploaded and pertaining to your account will no longer be accessible through your account, but those materials and data may persist and appear within the Platform.
16.1 Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms. We will not lose our rights under these Terms by reason of any delay by us in enforcing those rights.
16.2 If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
16.3 These Terms, and all incorporated documents referred to herein, constitutes the entire agreement as to your use of and our provision of the Platform and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral.
16.4 You acknowledge that, in entering into this agreement, you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any incorporated documents referred to herein.
17 Applicable law
These Terms will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales, and you irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
18 Contact us
To contact us, please email .moc.sttuoc%40hcraeser.tneilc