EXPERT MASTER AGREEMENT
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OKRMENTORS is a private limited company under Belgian law, having its registered office at 1040 Etterbeek, place du Roi Vainqueur, 21/box 1, registered with the Crossroads Bank for Enterprises under number 1002.133.823, identified with the Belgian General Administration of Taxes (VAT) under number BE1002.133.823, and registered with the French-speaking Register of Legal Entities of Brussels ( email: [[email protected]]) (hereinafter "OKRMENTORS").
1 SCOPE OF APPLICATION
1.1 OKRMENTORS gathers experts (the "Experts") into a community of Experts (the “Collective”) for sharing experience, knowledge, tools and business opportunities. Depending on their membership type and level of expertise, the Experts may offer consulting services and accredited training courses to individuals or companies (the "Trainees") and deliver them a certificate of achievement. To support the Experts, OKRMENTORS has developed a learning and certification platform (the "Platform") where the Experts can make their content available for the Trainees after said content has been reviewed and accredited by OKRMENTORS.
1.2 This expert master agreement and its appendix (the "Agreement") governs the relationship between OKRMENTORS and its Experts, whether legal entities or individuals, who are interested in joining or have already joined the Collective. OKRMENTORS and the Expert are hereinafter referred to together as the “Parties” or individually as a “Party”.
1.3 By signing the Agreement, the Expert acknowledges that he has read, understood and irrevocably and unreservedly accepted the Agreement. The Agreement shall therefore constitute a legally binding agreement between the Parties, the enforcement of which may be sought in court.
1.4 The Agreement contains all the commitments, rights and obligations relating to the matters dealt with therein. It cancels and replaces all previous letters, declarations, warranties and agreements, written or verbal, relating to their subject matter.
1.5 The Agreement takes precedence over any general terms and conditions of the Expert, even if these terms and conditions have been communicated to OKRMENTORS subsequently and without opposition by OKRMENTORS. The application of any other provision is excluded, except in case of any special agreement between the Parties expressly excluding, supplementing or modifying the Agreement.
1.6 OKRMENTORS reserves its right to change the Agreement at any time subject to one (1) month’s notice. However, the modifications shall only be applicable for the future and shall not affect the past agreements between the Parties. The continuation of relations between the Parties shall imply acceptance by the Expert of the modifications to the Agreement. In the event that the Expert does not concur with the aforementioned modifications, they are entitled to terminate this Agreement without incurring any liabilities or consequences.
2 OKRMENTORS MEMBERSHIP
2.1 Terms referred to in the Agreement are calculated from midnight to midnight. They are calculated from the day following the day on which the event triggering the term took place. The due date is included in the term. However, should such due date not fall on a “Business Day”, then the due date is postponed until the next Business Day. All the terms are calculated in Business Days unless expressly stated otherwise in the Agreement. Terms determined in months or in years, are calculated from the first day to the last day of that month or year. “Business Day” means a day (other than Saturday or Sunday) on which banks in Brussels (Belgium) are generally open for business.
2.2 By accepting the Agreement, the Expert becomes a member of the Collective. Membership is valid for a period of one (1) year which is tacitly renewed unless written notice is given by a Party to the other Party at least three (3) months before the end of the ongoing term.
2.3 Membership is personal to each Expert and cannot be transferred under any circumstances. As a result, the Expert may not assign or transfer any of his/her rights or obligations under the Agreement to a third party.
2.4 At the end of this trial period, a membership fee shall be charged to the Expert as detailed in Appendix 1. An early termination of the membership for any reason whatsoever shall not entitle the Expert to a refund.
2.5 Where applicable, the Expert shall be assigned a level of expertise which the Parties shall mutually agree on in the “Accredited Trainer Agreement” set out in Appendix 5. The level of expertise shall depend on the certification program followed by the Expert and his/her relevant professional experience. The different levels of expertise are defined in Appendix 2. The certification trainings which can be delivered by the Expert depend on his/her level of expertise.
2.6 OKRMENTORS may terminate the Agreement, without notice or compensation, if one or more of the following assumptions are met: (i) the Expert has committed a fraud, misrepresentation (particularly concerning his/her level of expertise), gross negligence or gross misconduct in connection with the Agreement, (ii) the Expert is held criminally liable for a crime or an offence (other than relating to minor traffic offences) likely to harm directly or indirectly the reputation of OKRMENTORS, or (iii) for any other breach of the Agreement which is not or cannot be remedied within fifteen (15) Business Days of the sending of a formal notice.
2.7 OKRMENTORS may also terminate the Agreement, without notice or compensation, in case of the Expert’s insolvency, i.e. (i) the inability of the Expert to meet the payment of his/her creditors or to enter into or comply with terms and deadlines with his/her creditors or to find financing for this purpose, (ii) the pledgee's obtaining authorization to sell assets forming part of the Expert's business, (iii) any collective liquidation of the Expert's assets (including but not limited to bankruptcy and liquidation), (iv) the filing of a petition to initiate judicial reorganisation proceedings, or (v) the appointment of an ad hoc trustee in the event of serious, specific and concordant indications of risk of bankruptcy.
2.8 Instructions on how to delete the Expert account are available on-demand via email.
2.9 The Expert may submit applications for potential experts to OKRMENTORS. OKRMENTORS shall however be free to refuse such applications without being obliged to justify its refusal.
3 COLLECTIVE OF EXPERTS
3.1 Being an Expert gives access to the Collective whose conditions of services and benefits are detailed in a set of internal guidelines described in Appendix 3 and 4. OKRMENTORS may, if appropriate, adopt an internal set of rules applicable to the Collective.
3.2 Access to the Collective offers three (3) categories of advantages: (i) share and learn (access to a communication platform and specific channels, access to exclusive OKRMENTORS’s events, and access to playbook and toolkits), (ii) amplify and connect (access to OKRMENTORS’s list of Experts, access to discounts and special opportunities, and the chance for the Expert to promote his/her activities), and (iii) accredited trainings and services (opportunity to act as an Expert and to commercialize OKRMENTORS trainings and certifications, to meet other Experts and to collaborate with them, and to get a chance to have access to new business opportunities).
3.3 The Expert remains independent. OKRMENTORS shall in no way exercise any authority over the Expert or any of his/her potential employees, agents or servants. Any relationship of subordination between the Parties is excluded. The Parties expressly declare that the Agreement does not constitute an employment contract, a commercial agency agreement or a mandate.
4 OBLIGATIONS OF THE EXPERT
4.1 The Expert is responsible for all content it posts, including without limitation lectures, quizzes, exercises, practice tests, assignments, resources, answers, course landing page content, labs, assessments and announcements (the "Content").
4.2 The Expert is bound by OKRMENTORS’s policies and guidelines, including the Manifesto and the Code of Conduct in Appendix 4, as set out below or as OKRMENTORS may share with him from time to time. The Expert is advised to check the Agreement periodically and ensure that he complies with any of its updates.
4.3 The following situations in particular, but not exclusively, are considered to be breaches of the OKRMENTOR’s policies and guidelines: (i) the Content does not comply with OKRMENTORS's policies or legal terms (including the Agreement), (ii) the Expert publishes a Content which materially falls below OKRMENTORS's quality standards or has a negative impact on the Trainees' experience, (iii) the Expert engages in behavior that might reflect unfavorably on OKRMENTORS or bring OKRMENTORS into public disrepute, contempt, scandal or ridicule, (iv) the Expert engages the services of a marketer or other business partner who violates OKRMENTORS' policies, and (v) the Expert uses the Platform in a way that constitutes unfair competition, such as promotion of his/her off-site business in a way that violates OKRMENTORS’s policies.
4.4 The Expert represents and warrants that he shall: (i) provide and maintain accurate account information, (ii) mention on his/her business website (if he has one) and on his/her professional social network profile (if he has one) that he is an Expert providing services through the Platform and/or OKRMENTORS, and, where applicable, (iii) provide OKRMENTORS with the Content for the online masterclass no later than thirty (30) Business Days after signing the Expert Agreement, (iv) provide OKRMENTORS with the Content described on the landing page once the landing page is validated by OKRMENTORS and the class is in pre-order status (adjustments or modifications to the Content described on the landing page are only possible with the express written consent of OKRMENTORS), (v) provide OKRMENTORS with the Content for the class no later than thirty (30) Business Days after signing the Expert Agreement, (vi) own or has the necessary rights, consents and permissions to authorize OKRMENTORS to use the Content as specified in the Agreement, (vii) not infringe or misappropriate any third-party Intellectual Property Rights (as defined in article 7), (viii) have the required qualifications, credentials, and expertise (including education, training, knowledge and skill sets) to teach and offer the services that it provides through its Content and its use of the Platform, and (ix) ensure a quality of service that corresponds with the standards of the industry and instruction services in general.
4.5 The Expert represents and warrants that he shall not: (i) post or provide any inappropriate, offensive, racist, hateful, sexist, (paedo)pornographic, false, misleading, incorrect, infringing, defamatory, or libelous content or information, (ii) post or transmit any unsolicited or unauthorized advertising, promotional material, junk mail, spam, or any other form of solicitation (commercial or otherwise), (iii) use the Platform for business other than providing tutoring, teaching, and instructional services in relation to the topic of OKRMENTORS, (iv) engage in any activity that would require OKRMENTORS to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording In any case, (v) frame or embed the services which are offered on the password-protected segments of the Platform (such as by embedding a course to offer a free version thereof) or otherwise circumvent the technological measures of the Platform, except with the prior written approval of OKRMENTORS, (vi) impersonate another person or gain unauthorized access to another person's account on the Platform, (vii) interfere with or otherwise prevent one or more other Expert(s) from providing their services or Content on the Platform, and (viii) abuse OKRMENTORS’s resources, including support services.
5 FINANCIAL CONDITIONS
5.1 The membership fees shall be invoiced in accordance with article 2.4.
5.2 OKRMENTORS's invoices are payable to the bank account mentioned on the invoice within thirty (30) Business Days from the date of the invoice.
5.3 Invoices not disputed by the Expert on the due date are irrevocably presumed to be undisputed. The Expert shall not be entitled to make any claim or take any action against OKRMENTORS based on invoices deemed to be accepted.
5.4 Amounts unpaid on their due date will automatically and by right, and without prior notice of default, be increased by an interest on arrears of one percent (1%) per month, unless the law of 2 August 2002 concerning the fight against late payment in commercial transactions provides for a higher rate. This interest shall be accrued monthly, within the limits provided for by law.
5.5 As a penalty clause, the Expert shall also be liable to pay OKRMENTORS a flat fee of ten percent (10%) of the outstanding amount with a minimum amount of two hundred fifty euros (250,EUR) for the collection costs incurred by OKRMENTORS.
5.6 In the event of non-payment or partial payment, all amounts due by the Expert shall become due and payable automatically and without prior notice. Without prejudice to possible legal action, OKRMENTORS also reserves its right to suspend access to the Platform. OKRMENTORS shall inform the Expert in advance and draw attention to the possible consequence of the suspension.
6 PRICING AND SHARE REVENUE
6.1 There are two (2) types of membership: (i) the “Standard Membership”, and (ii) the “Accredited Trainer Membership”. The Standard Membership allows the Experts to join selected events, access the content library of OKRMENTORS and network with other Experts. The Accredited Trainer Membership includes all the benefits of the Standard Membership, but also allows the Expert, depending on the level of expertise defined in Appendix 2, to provide trainings to his/her own audience and get them certified by OKRMENTORS, after the trainings have been reviewed by OKRMENTORS. A detailed review of the membership entitlements is available in Appendix 1.
6.2 The Accredited Trainer Membership is subject to a comprehensive evaluation and requires the signing of an additional contractual agreement
6.3 The Accredited Trainer shall provide (online, live or hybrid) trainings to the Trainees under his/her responsibility and to his/her own expense. To obtain the OKRMENTORS certificate, the Trainees shall: (i) be invited by the Accredited Trainer to pass the examination through a link sent by the Accredited Trainer, (ii) be invited by OKRMENTORS to pass the examination through a link sent by OKRMENTORS after having received the Trainees’ address from the Accredited Trainer, or (iii) directly go on the Platform to pass the examination. In the first two cases, OKRMENTORS shall invoice the Accredited Trainer, and in the third case, Trainees shall directly pay the fees for the examination to OKRMENTORS.
6.4 When an Expert who has signed for an Accredited Trainer Membership (the “Accredited Trainer”) uploads a Content available for purchase on the Platform, a base price (“Base Price”) shall be fixed in good faith between OKRMENTORS and the Accredited Trainer for his/her Content. The Base Price is included in the Accredited Trainer Agreement set out in Appendix 5, or shall be the subject of a subsequent written agreement between the Parties. Without prejudice to the other provisions of the Agreement, by agreeing the Base Price with OKRMENTORS, the Accredited Trainer gives OKRMENTORS the authorization to share the Content without any additional compensation with: (i) OKRMENTORS and its employees or agents, and (ii) with the Trainees who have previously purchased the Content in the case where OKRMENTORS needs to restore access to their accounts.
6.5 The Revenue Share between the parties is detailed in Appendix 1 and 3.
6.6 All Experts have automatic access to the Expert referral program. When partaking in this program, Experts may refer leads to (the Content of) other Experts in exchange for a referral fee described in Appendix 3. For this purpose, Experts taking part in this program shall have access to dedicated promo and coupon codes to be shared with the leads. The Experts may also choose to opt-out of this program by sending an email so that no reference to those Experts (or their Content) is possible.
7 INTELLECTUAL PROPERTY
7.1 “Intellectual Property Rights” means all intellectual property rights lawfully owned or used by a Party and/or any part thereof, such as copyrights, rights related to copyright, patents, utility models, designs (whether registered or not), trademarks, sui generis rights in databases and semiconductor topographies, trade names, domain names, trade secrets, and any other industrial or artistic and literary property rights.
7.2 “Information” means all information, data, reports, know-how, processes, unpatented inventions and unregistered trademarks, in any form whatsoever, communicated by or on behalf of OKRMENTORS to the Expert, or received from the Expert in the framework of the Agreement, or of which the Expert has had or may have become aware in the course of the Agreement, including information relating to OKRMENTORS and its business, operations, finances, planning, facilities, products, techniques, processes, customers and marketing.
7.3 Under no circumstances does the Agreement imply a transfer of the OKRMENTORS's
Intellectual Property Rights to the Expert. All rights, titles and interests relating to Intellectual Property Rights and Information legally held or used by OKRMENTORS, on the date of the Agreement and thereafter, shall remain its sole and exclusive property throughout the world.
7.4 OKRMENTORS grants the Expert a non-exclusive and non-transferable license, for the duration of the Agreement and subject to its terms and conditions, to use its Intellectual Property Rights in the ordinary course of business, solely to the extent necessary for the performance of the Agreement and for the strict purpose of performing his/her obligations under the Agreement, provided that such use does not infringe OKRMENTORS’s rights.
7.5 By uploading his/her trainings’ Content (the “Masterclasses’ Content”) on the Platform, the Expert grants OKRMENTORS (and where applicable guarantees that his employees, agents, subcontractors and external consultants grant to OKRMENTORS through the Expert) an exclusive license to use his/her Masterclasses’ Content, as well as any modifications or improvements that may subsequently be made to it.
7.6 This Masterclasses’ Content license includes: (i) the exploitation of all or part of the Masterclasses’ Content, (ii) the total or partial reproduction of the Masterclasses’ Content, in an unlimited number of copies, regardless of the technology used for this purpose and/or the purpose of the reproduction, including loading, display, transmission or storage, (iii) the communication to the public, whatever the manner or means used in this regard, on condition that the expert name is mentioned (iv) the distribution of all or part of the Masterclasses’ Content, in any manner whatsoever, including without limitation sale, rental or licensing, (v) any arrangement and adaptation, including full or partial translation, of the Masterclasses’ Content, as well as any reproduction of such arrangements or adaptations, and mutually agreed with the Expert (vi) the right of advertising and merchandising all of part of the Masterclasses’ Content.
7.7 The Expert hereby: (i)authorizes OKRMENTORS to use and make the Masterclasses’ Content available to the public under the name of OKRMENTORS, and (ii) expressly authorizes OKRMENTORS to take all measures necessary or useful for the protection of the Masterclasses’ Content, including any filing or other formalities with a view to obtaining national, Benelux, European or international protection. The Expert shall assist OKRMENTORS in all formalities necessary for the legal protection of the Masterclasses’ Content at the OKRMENTORS's first request.
7.8 For each Intellectual Property Right licensed by virtue of the Agreement, and each form of exploitation, the license is valid throughout the world and for the entire duration of the period during which the Expert remains a member of the Collective.
7.9 For each Intellectual Property Right licensed by virtue of the Agreement, the consideration for the license is included in the remuneration fixed in article 6. The assignment shall not give rise to any other right, remuneration or royalty of any kind whatsoever.
7.10 In the event the Expert produces Content at the request of OKRMENTORS, or based on its
instructions or with its help, including but not limited to slides, whitepapers, position papers or templates (the “Contribution Content”), the Expert and OKRMENTORS shall be regarded as co-authors of the Contribution Content, and shall be entitled to have his or her name mentioned as co-authors in the Contribution Content. Each of the co-authors undertakes not to prevent the other co-author from exploiting the Contribution Content at its own expense but for its own benefit only, except for objective and reasonable reasons. Each of the co-authors waives the right to claim any sum whatsoever from the other co-author following exploitation of the Contribution Content by that other co-author. OKRMENTORS will amplify the distribution of the Contribution Content through its marketing channels such as OKRMENTORS website, emailing, Linkedin and events. Co-authors will also amplify and distribute the Contribution Content through their own channel and network. Co-authors name shall be mentioned and credited together with the Contribution Content.
7.11 The Expert guarantees that the Content does not and shall not infringe the rights of third parties. The Expert hereby agrees to indemnify OKRMENTORS for any claim, demand, suit, liability, cost, expense (including legal fees), damages, and losses suffered or incurred by OKRMENTORS arising out of a claim against OKIOM in respect of the previous.
7.12 The Expert irrevocably and definitively authorizes OKRMENTORS to use his/her personality rights (including his/her right to privacy and his/her right to his/her image) for social or commercial purposes to the extent necessary for the execution of the Agreement. At the Expert's request, OKRMENTORS shall cease to use his/her rights referred to in this article when he/she ceases to be a member of the Collective.
7.13 The provisions of this article shall survive any cancellation or termination of the Agreement for any reason whatsoever.
8 DATA PROTECTION
8.1 OKRMENTORS shall ensure that any Personal Data provided by the Expert is processed in a manner that complies with the applicable legal and regulatory requirements on data protection, and in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter "GDPR") and the law of 30 July 2018 on the protection of individuals with regard to the processing of personal data, as well as any future developments in applicable national and European legislation on privacy protection and personal data processing and, where applicable, OKRMENTORS's privacy and confidentiality policy. The term "Personal Data" has the same meaning as in article 4, 1) of the GDPR.
8.2 The Expert authorizes OKRMENTORS to process and store Personal Data about the Expert's identity and contact details, as well as the identity and contact details of its personnel and clients, in accordance with applicable law and to the extent that such processing and storage is necessary for the performance of the Agreement.
9 NON-COMPETE AND NON-SOLLICITATION
9.1 Except with the prior written consent of OKRMENTORS, the Expert agrees not to engage in or support the establishment or operation of any business activities that directly compete with the core OKR certification and accreditation services of OKRMENTORS as specified in article 1.1
and outlined in Appendix 1. During the term of this Agreement and for a period of two (2) years following the termination of this Agreement, the Expert shall not establish or engage in any business that offers identical or substantially similar OKR certification and accreditation services as those provided by OKRMENTORS in the Benelux territory and any other territory in which OKRMENTORS is active.
9.2 The term “direct or indirect competition” refers to the performance of any activity that is detrimental to OKRMENTORS, whether under an employment contract, on a self-employed basis or by any other means, including the creation of, participation in the creation of, profit-sharing with or support for competing persons or activities.
9.3 Except with the prior written authorization of OKRMENTORS, the Expert undertakes, during the term of the Agreement and for a period of two (2) years after the end of the Agreement, to refrain from directly or indirectly poaching: (i) any person employed by OKRMENTORS or being a key service provider of the OKRMENTORS, and (ii) any Trainee for activities that would compete with the OKRMENTORS's business.
9.4 The Expert undertakes not to engage in any behaviour that is of such a nature or has the effect of causing a breach of a non-competition undertaking given by OKRMENTORS or third parties.
9.5 The Expert acknowledges that the terms of this article are reasonable and necessary to preserve OKRMENTORS's legitimate interests and to ensure the continuity of OKRMENTORS's business.
9.6 If OKRMENTORS becomes aware of a breach of this non-compete or non-solicitation obligation, it shall give formal notice to the defaulting Expert to cease the breach within fifteen (15) Business Days of becoming aware of the fact.
9.7 The Expert acknowledges that a breach of this non-compete and non-solicitation obligation is likely to cause serious harm to OKRMENTORS. Therefore, for each breach of this provision, OKRMENTORS may claim from the Expert full compensation for the damage it has suffered.
10 CONFIDENTIALITY
10.1 Intellectual Property Rights and Information constitute the “Confidential Information”.
10.2 The Expert acknowledges the confidential nature of the Confidential Information and agrees to: (i) keep secret and confidential all Confidential Information obtained directly or indirectly from OKRMENTORS in the course of the relationship between the Parties, (ii) use such Confidential Information only for the purpose of the proper execution of the Agreement, and (iii) disclose such Confidential Information only to its representatives, employees and contractors (without limitation), only to the extent that such disclosure is reasonably necessary, and provided that such representatives, employees and contractors are informed of the strictly confidential nature of the Confidential Information disclosed to them.
10.3 Unless otherwise agreed by the Parties, the confidentiality obligation shall not apply to Confidential Information which: (i) is or becomes generally available to the public other than as a result of disclosure by the Expert or a third party to the public in breach of the Agreement or any other confidentiality Agreement, (ii) is legitimately made available to the Expert by a source other than OKRMENTORS, provided that the Expert has no reason to believe that such source is itself bound by a confidentiality or non-disclosure agreement with OKRMENTORS, or is otherwise prevented from disclosing such Confidential Information by a legal, contractual or fiduciary obligation, (iii) is in the lawful possession of the Expert prior to its receipt from OKRMENTORS, (iv) is independently developed by the Expert without using the OKRMENTORS's Confidential Information, (v) is expressly communicated by OKRMENTORS either for publication or for onward transmission, or (vi) more generally, is deemed, expressly and in writing, not to be confidential by OKRMENTORS.
10.4 If a Confidential Information is to be disclosed by the Expert to any competent jurisdiction, or to any governmental agency or financial authority, the Expert shall provide OKRMENTORS with written notice of the required disclosure upon receipt of notice of the required disclosure, to
the extent such notice is permitted by law, and shall co-ordinate with OKRMENTORS with a view to limiting the nature and scope of such required disclosure.
10.5 The Expert acknowledges that the disclosure of a Confidential Information is likely to cause serious harm to OKRMENTORS. Therefore, for each breach of this provision, OKRMENTORS may claim from the Expert full compensation for the damage it has suffered, provided that OKRMENTORS can demonstrate fault, damage and causality.
10.6 The obligation of confidentiality shall remain in force for the duration of the Agreement and shall survive its termination, for whatever reason. Within ten (10) Business Days of the termination of the Agreement, the Expert shall deliver to OKRMENTORS, or where applicable destroy or erase as directed by OKRMENTORS, all documents in its possession containing the Confidential Information This excludes backup data that are pertinent to the Expert's professional activities and do not constitute a risk to OKRMENTORS' business interests. The Expert shall provide OKRMENTORS, upon request, with written confirmation that the provisions of this clause have been fully complied with.
10.7 The Expert undertakes to choose secure passwords and to keep them secret.
11 OBLIGATIONS OF OKRMENTORS
11.1 OKRMENTORS shall take all reasonable and necessary precautions to ensure the proper functioning, security and accessibility of the Platform, as well as the quality of its content. OKRMENTORS also undertakes to use all the resources at its disposal to ensure the best possible guarantees for data integrity, and in particular: (i) the systematic use of recent versions of anti-virus software, (ii) the storage on redundant disks, (iii) the monthly data backup, and (iv) the regular testing of restoration procedure. OKRMENTORS shall furthermore answer the technical questions of the Expert regarding the Platform promptly and, where possible, shall try to provide him with tools to facilitate the uploading of Content.
11.2 To the best of its ability, OKRMENTORS shall endeavour to create and strengthen the relations between the Experts, in particular through events and activities, as part of the creation of the
Collective.
11.3 Given the nature of its obligations, OKRMENTORS is bound by the Agreement only on a best effort basis, without any guarantee of results.
11.4 OKRMENTORS shall only be liable for its fraudulent conduct, gross negligence and, except in cases of force majeure, its failure in the performance of the obligations constituting the core of Agreement. OKRMENTORS’s liability shall in any case be excluded in case of fraud or fault of the Expert (including as part of the trainings provided) or a third party.
11.5 The Platform may contain links or hyperlinks to external websites. Such links do not necessarily imply any relationship between OKRMENTORS and such external websites or any agreement, implied or not, with the content of such websites. OKRMENTORS has no control over such external websites. OKRMENTORS is therefore not responsible for the safe and proper functioning of the hyperlinks and their destination. The moment the Expert clicks on the hyperlink, he leaves the Platform. OKRMENTORS cannot be held responsible for any subsequent damage.
11.6 OKRMENTORS's liability is in any case limited to direct, personal, foreseeable, and certain damage to the Expert, to the extent that it can be proven, excluding consequential damage, whether material or immaterial, such as loss of profit for instance.
11.7 OKRMENTORS's liability shall be limited to the amounts it received from the Expert in connection with the Agreement during the eighteen(18) months prior to the event giving rise to liability.
11.8 Under penalty of foreclosure, any claim for compensation must be made by the Expert within a one (1)-month period from the date of the event giving rise to liability or the date on which the Expert becomes aware of such event.
12 GENERAL PROVISIONS
12.1 Unless otherwise provided, all notices given by reason of or in connection with the Agreement shall be sent by registered mail or by email with acknowledgement of receipt to the addresses mentioned in the Expert Agreement or communicated by the Expert in writing. Such notice shall be deemed to be validly given upon receipt, and in any case no later than fifteen (15) Business Days after being sent.
12.2 Neither Party shall be deemed to have waived any right arising from the Agreement, or from any fault or breach committed by another Party, unless the former Party has expressly waived such right in writing and in cases where the Agreement provides otherwise. The waiver of any remedy or right whatsoever made by one of the Parties in accordance with the preceding paragraph shall not entail a waiver, on the part of that Party, of any other right that may arise from the Agreement or from a breach or fault of another Party.
12.3 OKRMENTORS reserves the right to assign or transfer all or part of its rights or obligations under the Agreement to a third party, without the prior agreement of the Expert.
12.4 The fact that one of the stipulations of the Agreement becomes invalid, unenforceable, null and void, illegal or inapplicable shall not call into question the validity, enforceability, legality or applicability of the other stipulations of the Agreement. In such event, the Parties shall negotiate in good faith to replace the invalid, unenforceable, null and void, illegal or inapplicable stipulation with a lawful stipulation corresponding to the spirit and purpose of the Agreement and on equivalent or economically comparable terms and conditions. In the absence of agreement between the Parties, the invalid, unenforceable, null and void, illegal or inapplicable clause will be replaced by the judge by a clause corresponding to the spirit and purpose of the present contract and according to equivalent or economically comparable terms and conditions.
12.5 Without prejudice to article 1.6 of the Agreement, no modification of the Agreement shall be valid unless made in writing and signed by or on behalf of each of the Parties.
12.6 The Agreement is governed exclusively by Belgian law. In the event of a dispute, and if the Parties fail to reach an agreement, the (French-speaking) courts of the jurisdiction of OKRMENTORS' registered office shall have exclusive jurisdiction over any dispute concerning the Agreement, including its validity, interpretation, performance, or termination for any reason whatsoever.
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The Parties expressly agree that electronic signatures shall qualify as advanced or qualified electronic signatures under Regulation (EU) No 910/2014 eIDAS.
Signed by the Parties on the date of signature indicated alongside each Party's electronic signature, the date of the last signature constituting the date of Signature of the Agreement. A copy of the final version of the Agreement has been sent to each Party via the electronic signature platform. Each legal entity Party confirms that it is validly bound by the signature of one or more duly authorised representatives. Each Party confirms that the signature of the Agreement is made in full knowledge of the technology and conditions of use of the platform and therefore irrevocably and unconditionally waives any recourse by which it could call into question, directly or indirectly, on a principal or accessory basis, the reliability of the said electronic signature or the evidential value that it constitutes with regard to its intention to be bound by the Agreement.
APPENDIX 1: COLLECTIVE MEMBERSHIP
In accordance with the articles in section 2 of the Agreement, there are two (2) types of membership, i.e. the Standard Membership and the Accredited Trainer Membership, the differences between which are detailed below. This list of services is indicative and subject to change over time. Only OKR senior coach and OKR executive coach can become Accredited Trainer.
*Any other specific agreement you would have made with OKRmentors on pricing and services will apply.
APPENDIX 2: LEVEL OF EXPERTISE, CERTIFICATION TRAINING FEES AND REVENUE SHARE A. LEVELS OF EXPERTISE:
B. CERTIFICATION TRAINING FEES
B.1. The Accredited Trainer shall have the possibility to set his/her own price when delivering certification trainings. He/she shall however take into consideration the market conditions and context and review pricing with OKRMENTORS before commercializing.
B.2. Regardless of the certification trainings’ price, OKRMENTORS shall apply a fixed certification fee for the Platform costs, the content review, the examination and the certificate issuing. The fees per certification type are as follows*:
*Pricing can vary depending on market conditions and context.
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TRAINING REVENUE SHARE
The training revenue share only concerns the Masterclasses (online trainings)’ revenue of the Accredited Trainer provided through the Content, and not the revenues from the live and/or hybrid training.
When a Trainee purchases or consumes the Content, OKRMENTORS calculates the gross amount on the basis of the Base Price as defined in article 6.3 (the "Gross Amount"). From the Gross Amount, OKRMENTORS subtracts any applicable taxes and a flat three percent (3%) service and processing fee to calculate the net amount (the "Net Amount"). Except for sales through generated coupon codes or course referral links as described below, the Accredited Trainer revenue share shall be (less any applicable deductions, such as Trainees refunds) fifty per cent (50%) of the Net Amount for the Accredited Trainer(s) author of the content, twenty-five per cent (25%) for OKRMENTORS and twenty-five per cent (25%) for the Expert who sells the Content. If OKRMENTORS make any changes to this payment rate, it shall provide the Accredited Trainer with one (1) month’s notice. Such changes shall only apply in the future, without retroactive effect.
OKRMENTORS makes all Accredited Trainer payments in Euros (EUR (€)) regardless of the currency with which the original sale was made. OKRMENTORS is not responsible for any foreign currency conversion fees, wiring fees, or any other processing fees that may occur. The Accredited Trainer’s revenue report shall show the sales price (in local currency) and the converted revenue amount (in EUR (€)).
APPENDIX 3: COLLABORATION BETWEEN THE EXPERTS
A. Experts can: (i) get consulting leads from OKRMENTORS or other Experts to grow their business, (ii) and collaborate with OKRMENTORS or other Experts to deliver their projects. B. Lead referral fee:
When OKRMENTORS brings a business opportunity to an Expert, it shall receive a commission of five to ten per cent (5%-10%) of the net deal value, depending on deal size and maturity stage of the lead and to be agreed between Parties.
If an Expert brings a business opportunity to another Expert or to OKRMENTORS, he shall receive a commission of five to ten per cent (5%-10%) of the net deal value, depending on deal size and maturity stage of the lead and to be agreed between the Experts involved, and OKRMENTORS shall receive a commission of five per cent (5%) of the net deal value. C. Partnership on larger projects:
When OKRMENTORS involves an Expert(s) in the delivery of a larger project, i.e. a project whose net deal value is greater than ten thousand euros (10.000,- EUR), the net income from the concerned project shall be distributed as follows: fifty-five per cent (55%) for the delivery to the Experts, and forty-five per cent (45%) to OKRmentors with the following split: twenty per cent (20%) for cost of sales, and twenty-five per cent (25%) for support, administration and development services. The Expert(s) concerned shall not claim any other commission, remuneration or reimbursement.
When an Expert involves another Expert(s) in larger project, i.e. a project whose net deal value is greater than ten thousand euros (10.000,- EUR), the net income from the concerned project shall be distributed according to what the Experts agree, and five per cent (5%) for OKRMENTORS. An Expert can be involved in one or several of these areas and will be retributed proportionally to their contribution.
APPENDIX 4: MANIFESTO AND CODE OF CONDUCT
As members of the Collective we recognize the importance of collaboration, integrity, and excellence in providing top-tier OKR (Objectives and Key Results) consulting services. As dedicated professionals, we commit to upholding the highest ethical standards, fostering a positive and healthy work environment, and delivering exceptional value to our Trainees.
MANIFESTO:
Commitment to clients’ success:
We are dedicated to the success of our clients. Our primary goal is to help them achieve their objectives and drive results through effective OKR strategies.
Continuous learning:
We embrace a culture of continuous learning. We stay updated with the latest trends, research, and methodologies in OKR practices to deliver cutting-edge solutions.
Collaboration and knowledge sharing:
We believe in the power of collaboration. We actively share knowledge, insights, and best practices within our collective to enhance the expertise of all members.
Integrity and transparency:
Integrity is our foundation. We provide honest and transparent guidance to clients, ensuring they have accurate information to make informed decisions.
Customized solutions:
We recognize that each client is unique. We tailor our OKR solutions to align with their specific needs, culture, and industry, promoting effective implementation.
Confidentiality and data security:
We uphold strict confidentiality regarding client information and business strategies. We implement robust data security measures to protect sensitive data.
Ethical conduct:
We adhere to ethical principles in all our interactions. We avoid conflicts of interest and maintain professional boundaries at all times.
Respect for Diversity and Inclusion:
We value diversity and inclusion, fostering an environment where all voices are heard, and perspectives are respected. Discrimination or bias of any kind is unacceptable.
Client Empowerment:
We empower our clients with knowledge and skills, enabling them to sustain and evolve their OKR practices independently over time.
Measurable Impact:
We focus on delivering measurable impact to clients' businesses. We continuously evaluate and improve our strategies to ensure tangible outcomes.
C. CODE OF CONDUCT:
Professionalism:
We conduct ourselves with the utmost professionalism in all interactions, maintaining a positive reputation for the collective.
Communication:
We communicate openly and respectfully with clients, colleagues, and partners, ensuring clarity and understanding at all stages of collaboration.
Conflicts of interest:
We disclose any potential conflicts of interest that may arise during our engagements and prioritize the best interests of our clients.
Client-centric approach:
We prioritize our clients' needs and objectives, ensuring that our recommendations and strategies align with their goals.
Responsibility and accountability:
We take responsibility for our actions and outcomes, holding ourselves accountable for the quality of our work and its impact.
Continuous improvement:
We actively seek feedback, learn from our experiences, and strive to improve our skills and services consistently.
Work-life balance:
We encourage a healthy work-life balance among members, promoting well-being and preventing burnout.
Adherence to laws and regulations:
We comply with all relevant laws, regulations, and industry standards to maintain ethical and legal integrity, and refuse all content of a discriminatory, racist, insulting, disparaging, slanderous, defamatory, threatening or ( paedo)pornographic nature.
Resolving disputes:
In the event of disputes, we approach resolution with professionalism and seek amicable solutions that prioritize the collective's reputation and client relationships.
By adhering to this Manifesto and Code of Conduct, we collectively commit to building a community of OKR Experts dedicated to excellence, integrity, and the success of our clients and the industry as a whole.
The Manifesto (and any subsequent changes thereto) is available on the website: https://www.okrmentors.com/pages/about.
APPENDIX 5: ACCREDITED TRAINER AGREEMENT (WHERE APPLICABLE)
THE PARTIES HAVE AGREED AS FOLLOWS:
1. SCOPE
1.1. This “Accredited Trainer Agreement” contains the specific conditions relating to the Accredited Trainer. The Accredited Trainer Agreement forms an integral part of the Expert Master Agreement.
1.2. Except as expressly modified, cancelled or replaced under the terms of the Accredited Trainer Agreement, all other provisions of the Expert Master Agreement shall remain unchanged and in full force and effect for the duration of the Expert Master Agreement.
1.3. Unless the context otherwise requires, words, expressions and terms used in the Accredited Trainer Agreement which are not otherwise defined or interpreted in the Accredited Trainer Agreement shall have the same meaning as given to them in the Expert Master Agreement.
PARTICULAR CONDITIONS
1.4. The Expert shall be qualified as an Accredited Trainer.
1.5. Any change in the level of expertise in accordance with Appendix 2 of the Expert Master Agreement shall be recorded in writing by OKRMENTORS.
1.6. In accordance with article 6.3 of the Expert Master Agreement, when uploading Content available for purchase on the Platform, the Parties agree on a Base Price of 199€ (ONE HUNDRED NINETY NINE EUR) for such Content.
1.7.Any change in membership shall be evidenced by a written document issued by a Party and expressly accepted by the other Party.
