terms & conditions for ADVISORS
Last updated: March 26 2022
This Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and Goldwolf Limited, a private limited liability company (“Company” or “BOLSTR”) established in Hong Kong, with registered office at Suite 1, 8/F New Henry House, 10 Ice House Street, Central, Hong Kong SAR.
The Company provides lead generation to independent providers of career and workplace advisory services (“Provider Services”) using the BOLSTR Services (as defined below). The BOLSTR Services enable an authorized provider to seek, receive and fulfill requests for Provider Services from users of BOLSTR’s website, mobile and web applications. You desire to enter into this Agreement for the purpose of accessing and using the BOLSTR Services.
You acknowledge and agree that the Company is a referral service provider that does not provide career and workplace advisory services.
In order to use the BOLSTR Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and the Company shall be bound by the terms and conditions set forth herein.
Definitions
“Company Data” means all data related to the access and use of the BOLSTR Services hereunder, including all data related to Users (including User Information), all data related to the provision of Provider Services via the BOLSTR Services.
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.
“Provider Services” means your provision of career and workplace advisory services to Users.
“BOLSTR Services” mean BOLSTR’s services rendered via any platform, being referral and intermediary and related services that enable independent providers to seek, receive and fulfill requests for Provider Services by Users seeking legal information or career and workplace advisory services; such BOLSTR Services include access any BOLSTR related software, websites, and related support services systems, as may be updated or modified from time to time.
“Provider” means any person who provides Provider Services through BOLSTR Services.
“User” means an end user authorized by BOLSTR to use BOLSTR Services through mobile applications for the purpose of obtaining Provider Services.
“User Information” means information about a User made available to you in connection with such User’s request for and use of Provider Services, which may include the User’s name, contact details, questions or requests for information or Provider Services, and any documents provided by the User.
Use of the BOLSTR Services
Provider email. BOLSTR will communicate with you via your chosen email to arrange and facilitate your provision of Provider Services to Users. You agree that you will not allow your chosen email to be used by any third party to communicate with BOLSTR.
Provision of Provider Services. User requests for Provider Services may appear to you via email. If you successfully accept an unfulfilled User’s request for Provider Services, BOLSTR will provide you with certain User Information, and together with you, agree upon your general availability and price. You acknowledge and agree that once you have accepted a User’s request for Provider Services, BOLSTR may provide certain information about you to the User, including what you yourself have provided BOLSTR via the Advisor Questionnaire or in phone conversation with anybody representing BOLSTR, your LinkedIn profile or your own website. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Provider Services. As between the Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and lawful manner to perform each instance of Provider Services; and (b) you are competent and licensed (if applicable) to perform any service you offer or provide to Users.
Your Relationship with Users. You acknowledge and agree that your provision of Provider Services to Users creates a legal and direct relationship between you and the User, to which the Company is not a party. The Company is not responsible or liable for the actions or inactions of a User in relation to you or your activities. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Provider Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate professional indemnity insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party.
Your Relationship with the Company. You acknowledge and agree that the Company’s provision to you of BOLSTR Services creates a legal and direct business relationship between the Company and you. The Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Provider Services, your acts or omissions, or your compliance with relevant legal requirements regarding the provision of Provider Services. You retain the sole right to determine when and for how long you will utilize BOLSTR Services. You retain the option to attempt to accept or to decline or ignore a User’s request for Provider Services via the BOLSTR Services, or to cancel an accepted request for Provider Services, subject to the Company’s then-current cancellation policies. You will not, without the express consent of the Company: (a) display the Company’s or any of its Affiliates’ names or logos or colors; or (b) wear a uniform or any other clothing displaying the Company’s or any of its Affiliates’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to: (i) use other software application services in addition to the BOLSTR Services; and (ii) engage in any other occupation or business. The Company retains the right to, at any time at the Company's sole discretion, deactivate or otherwise restrict you from accessing or using BOLSTR Services in the event of a violation of this Agreement, your disparagement of the Company or any of its Affiliates, your act or omission that causes harm to the Company’s or its Affiliates’ brand, reputation or business as determined by the Company in its sole discretion. The Company also retains the right to deactivate or otherwise restrict you from accessing or using BOLSTR Services for any other reason at the sole and reasonable discretion of the Company.
Payment Collection. You agree that any payments owed or made by Users to you for Provider Services must be made through the Company, and that the Company shall be entitled to retain the referral fee or other fees agreed between you and the Company. You further agree that the Company shall have 90 days to make payments on to you from Users, save that the Company may retain any payments made by Users to you until the Company is satisfied that you have completed the Provider Services as agreed. You agree to ensure that the Company is aware of your payment details, and that you will be responsible for any bank fees or charges associated with payment to you from the Company.
You and Your Services.
Your Requirements. You acknowledge and agree that at all times, you shall:
hold and maintain all licenses, permits, approvals and authority applicable to you that are necessary to provide career and workplace advisory services to third parties in Hong Kong;
possess the appropriate and current level of training, expertise and experience to provide Provider Services in a professional manner with due skill, care and diligence; and
maintain high standards of professionalism, service and courtesy.
You acknowledge and agree that the Company reserves the right, at any time in the Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using BOLSTR Services if you fail to meet the requirements set forth in this Agreement.
Confidentiality
Each party acknowledges and agrees that BOLSTR is a confidential platform for Users and Providers to share Provider Services.
Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Company Data, Provider IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know should be treated as confidential.
Each party acknowledges and agrees that:
all Confidential Information shall remain the exclusive property of the disclosing party;
it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement;
it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and
it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to the Company, its internal record-keeping requirements).
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:
is or becomes part of the public domain through no act or omission on the part of the receiving party;
was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;
is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or
is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
Privacy.
Subject to all applicable laws, the Company may provide to a third party any information (including personal data and any Company Data) about you provided hereunder if:
it is necessary to enforce the terms of the Agreement;
it is required, in the Company’s or any Affiliate’s sole discretion, by applicable law or regulation;
it is necessary, in the Company’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of the Company, the BOLSTR Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which the Company or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical, or legally actionable; or
it is required or necessary, in the Company’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the BOLSTR Services.
You understand that the Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated. Your personal data will be directly transferred to and processed by BOLSTR, acting in its capacity as data controller of such personal data. The Company processes personal data (including that referenced above) in accordance with its privacy policy located on the Company’s website.
Representations and Warranties; Disclaimers
By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Provider Services pursuant to this Agreement.
Disclaimer of Warranties. The Company and its Affiliates provide, and you accept, the BOLSTR Services on an "as is" and "as available" basis. The Company and its Affiliates do not represent, warrant or guarantee that your access to or use of the BOLSTR Services: (a) will be uninterrupted or error free; or (b) will result in any requests for Provider Services. The Company and its Affiliates function as an on-demand lead generation and related service only and make no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Provider Services from you, and the Company and its Affiliates do not screen or otherwise evaluate Users. By using the BOLSTR Services, you acknowledge and agree that you may be introduced to a third party (including Users) that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the BOLSTR Services.
No Service Guarantee. The Company and its Affiliates do not guarantee the availability or uptime of the BOLSTR Services. You acknowledge and agree that the BOLSTR Services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the BOLSTR Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and the Company and its Affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.
Indemnification.
Generally. You shall indemnify, defend (at the Company’s option) and hold harmless the Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Provider Services or use of the BOLSTR Services.
Tax Indemnity. You shall comply with all of your obligations under tax and social security laws to the extent applicable to this Agreement. You shall indemnify the Company from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on the Company as a result of your failure to comply with any of your tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between the Company and you by the Hong Kong authorities or the governmental authorities of any other country.
Limits of Liability. The Company and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. You acknowledge and agree that any and all claims you have or purport to have against the Company and/or its Affiliates should be notified to the Company and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. These limitations do not purport to limit liability that cannot be excluded under applicable law.
Term and Termination
Term. This Agreement shall commence on the date that the Agreement is executed by you (electronically or otherwise) and shall continue until terminated as set forth herein.
Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, the Company may terminate this Agreement or deactivate your Provider ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of the Company and its Affiliates, to provide Provider Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
Effect of Termination. Sections 1, 2.4, 2.5, 4, 5, 6, 7, 8, 9.3, 10, 12 and 13 shall survive the termination of this Agreement.
Relationship of the Parties
Except as otherwise expressly provided herein with respect to the Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law or social security law perspective), between the Company and you; and (b) no joint venture, partnership, or agency relationship exists between the Company and you.
You have no authority to bind the Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of the Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an employee, agent or representative of the Company, you undertake and agree to indemnify, defend (at the Company’s option) and hold the Company and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.
Miscellaneous Terms
Modification. The Company reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the BOLSTR Services. The Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the BOLSTR Services, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the BOLSTR Services after any such changes shall constitute your consent to such changes.
Supplemental Terms. Supplemental terms may apply to your use of the BOLSTR Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of the Company. The Company may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Should the Company do so, you have the right to terminate this Agreement immediately, without prior notice.
Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
No Third Party Beneficiaries. You acknowledge that there are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.
Notices. Any notice delivered by the Company to you under this Agreement will be delivered by email to the email address associated with your account. Any notice delivered by you to the Company under this Agreement will be delivered by contacting the Company at contact@bolstrlife.com. Additional Hong Kong-specific notices may be required from time to time.
Governing Law; Dispute Resolution. Any dispute or difference arising out of or in connection with this Agreement shall first be referred to mediation at Hong Kong International Arbitration Centre (HKIAC) and in accordance with its then current Mediation Rules. If the mediation is abandoned by the mediator or is otherwise concluded without the dispute or difference being resolved, then such dispute or difference shall be referred to and determined by arbitration at HKIAC and in accordance with its Domestic Arbitration Rules. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in the English language. The seat of arbitration shall be Hong Kong.
Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
By completing the Advisor Questionnaire and by using the BOLSTR website, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with the Company.