Executive network agreement

This is version 2.0 of executive network agreement. The version that governs a signed engagement is the one in force on the day it was signed, and every acceptance is recorded against its exact text.

In this document "Nuub" means Nuub Limited (company number 12345678), registered office The Future Works, 2 Brunel Way, Slough, SL1 1FQ, United Kingdom, trading as Nuub.

Contractual notices go to admin@nuub.co.uk. Data protection requests go to admin@nuub.co.uk. Nuub's ICO registration is being processed; contact the privacy address above for the current position.

These are business-to-business terms, governed by the law of England and Wales. If you are buying wholly or mainly outside a trade, business, craft or profession, contact Nuub before purchasing, because different rights apply.

You are engaged as an independent contractor, not an employee, worker or partner of Nuub. You are responsible for your own tax, National Insurance, pension and insurance, and you determine how you deliver the work within the agreed scope and stage plan.

You will maintain professional indemnity cover of at least one million pounds and public liability cover of at least one million pounds, and provide evidence on request.

Where the off-payroll working rules apply to an engagement, the client's status determination is shared with you before contracting.

Nuub originates demand, runs the diagnostic, scopes the work, contracts with the client and administers delivery. You are matched to an engagement on sector, role type, region and availability, and you are free to decline any engagement.

Accepting an engagement means accepting its published stage plan, turnaround and quality gates.

The client pays one agreed fee. That fee is shared between you and Nuub. There is no separate management charge and no markup applied on top of your rate.

Delivery work — reviews, blueprints, sprints and programmes: 50% to you and 50% to Nuub during your first 12 months on the bench, then 60% to you and 40% to Nuub once you pass 12 months and meet the delivery quality gates.

Fractional appointments — COO, CFO, NED, Chair and equivalent: 70% to you and 30% to Nuub for the first 12 months of the appointment, then 80% to you and 20% to Nuub thereafter.

Clients you refer: where you introduce a client for a fractional appointment, the referral is registered before contracting and the split is 80% to you and 20% to Nuub for the life of that appointment.

Tenure for delivery work runs from your first delivered engagement. Tenure for a fractional appointment runs from the appointment start date. The platform calculates every split automatically and shows you the basis on each statement.

Travel, accommodation and pre-approved out-of-pocket expenses are billed to the client at cost and paid to the executive in full. Nuub takes no share of expenses. Expenses must be approved by the client before they are incurred.

Nuub raises a self-billing statement for each engagement or monthly period. You are paid within fourteen days of the client settling the corresponding invoice.

Where a client fails to pay, Nuub pursues recovery and shares the recovered amount on the same split. Nuub does not pay out on a debt it has not collected.

You will deliver through the Nuub platform and the Nuub Method, meet the published stage dates, review and approve every AI-assisted draft before release, and keep the client workspace current.

Repeated late stages, unreviewed drafts issued to a client, or client-rated delivery below the network standard may result in removal from the bench.

The revenue share applies only where the engagement is scoped, contracted, delivered and reported through the Nuub platform and the Nuub Method. Work taken off-platform with a Nuub-introduced client is a breach of the network agreement, not a discount.

For the duration of your membership and twenty-four months afterwards, you will not solicit or accept work from a Nuub-introduced client outside the platform for the type of work introduced. Breach entitles Nuub to the share it would have earned over twelve months.

You remain free to work with your own pre-existing clients outside Nuub. Register them when you join and they are excluded from this clause.

You grant Nuub a non-exclusive licence to publish your profile, photograph, biography and rate on the Nuub network directory, and to withdraw it on request within five working days.

You warrant that everything in your profile is accurate and that you hold any qualification or registration it claims.

Nuub uses AI to accelerate analysis and to produce first drafts of deliverables. AI output is never issued to a client unreviewed: a named executive reviews, corrects and approves every artefact before release, and that executive is accountable for its content.

Client material submitted through the platform is used to deliver that client's engagement. It is not used to train third-party foundation models.

AI-assisted analysis is an input to professional judgement, not a substitute for it, and does not constitute regulated legal, accounting, tax, investment or medical advice.

You keep client information confidential indefinitely and disclose any conflict of interest before accepting an engagement.

You will not act for a direct competitor of a client on the same subject matter during an engagement and for six months afterwards without written consent.

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to the above, each party's total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid or payable under that engagement in the twelve months preceding the event giving rise to the claim.

Neither party is liable for loss of profit, loss of anticipated savings, loss of business opportunity or any indirect or consequential loss.

Recommendations are advisory. Decisions to act on them, and their commercial outcome, remain with the client's board.

Either party may end network membership on thirty days' written notice. Engagements already accepted must be completed or properly handed over.

Nuub may suspend or remove you immediately for a material breach, a conduct issue affecting a client, or loss of required insurance.

This agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Before issuing proceedings the parties will escalate in good faith: first to the engagement lead, then to a director of Nuub, then to mediation under the CEDR Model Mediation Procedure.

• Client terms of engagement — The master terms governing every diagnostic, review, blueprint, sprint and programme bought from Nuub.
• Fractional appointment terms — Additional terms for ongoing COO, CFO, NED and Chair appointments placed and administered by Nuub.
• Platform terms of use — How the Nuub platform, workspace, assessments and AI features may be used by clients and executives.
• Expenses and travel policy — What can be claimed, how it is approved, and why Nuub takes no share of expenses.
• Booking and session terms — How a paid session is booked, rescheduled, cancelled and credited, and what happens if either side does not turn up.
• Constraint assessment terms and disclaimer — The basis on which the constraint assessment, its scores and its cost-of-constraint estimates are provided.
• Growth partnership and retainer schedule — The additional terms that apply to a recurring monthly partnership: term, notice, what is included and what happens to unused capacity.
• Referral programme terms — How a referral is registered, when a reward becomes payable, and what disqualifies a referral.
• Privacy notice — What personal data Nuub holds, why, on what lawful basis, who it is shared with, how long it is kept and what rights apply.
• Cookie notice — What is stored on your device, why, and how to control it.
• Data processing addendum — The controller-to-processor terms that apply where Nuub processes personal data on a client's documented instructions.
• Mutual non-disclosure agreement — Standard mutual confidentiality terms for exploratory conversations before an engagement is contracted.
• Nuub Pulse subscription terms — The terms for the Nuub Pulse monthly business subscription: what is included, what is explicitly not included, renewal and cancellation, what happens if a payment fails, and how your information is treated.
• Accessibility statement — The accessibility standard Nuub works towards, what is known to fall short, and how to report a problem.