The operational expert platform (“Service") is offered over the internet by Bayes' Company, where the latter establishes introductions between investors/portfolio companies and operational experts in light of a particular engagement opportunity. Upon engagement, Bayes’ Company facilitates the engagement of the operational expert with the investor/portfolio company in question at a compensation to cover platform maintenance and service cost. The use of the operational expert platform is subject to the below terms and conditions. Using the Bayes’ operational expert platform constitutes acceptance of these terms and conditions. Deviations from these terms and conditions is possible only by means of written confirmation by Bayes' Company.

Article 1. Use of the service

• 1.1. The Service allows investors and portfolio companies exclusive (deployment) access to operational experts.
• 1.2. To use the Service, you first need to register. After completing registration, Bayes' Company will verify whether your application is to be approved or not. You will be notified about the decision. 
• 1.3. You must secure access to your (individual) account using the username and password against third parties. In particular you must keep the password strictly confidential. Bayes' Company may assume that all actions undertaken from your account after logging in with your username and password is authorized and supervised by you. This means you are liable for these actions, unless and until you have notified Bayes' Company that someone else knows and uses your password. 
• 1.4. The operational expert platform processes your personal data. You give your consent for all forms of processing within the scope of the Service. Consult the privacy statement of Bayes' Company for more information.
• 1.5. Investors may offer the use of Bayes’ to their portfolio companies through a referral introduction. Referred portfolio companies are verified in order to accept/decline.
• 1.6. Operational experts may recommend other network professionals who are considered potentially eligible to join the Bayes’ community. Newly recommended experts will be screened and assessed in order to accept/decline.
• 1.7. Other (3rd) parties (companies, service providers, etc.) are not allowed onto the platform.
• 1.8. Bayes’ Company provides/facilitates introductions and connections between professionals and investors (and/or their portfolio companies) and in this capacity does not have any intent to engage with either professionals or investors.
  • Bayes’ is not a party in the agreement between operational expert and investor/portfolio company.
  • Bayes’ cannot be held accountable or liable for the results of an engagement between an operational expert and investor/portfolio company.
  • Bayes is explicitly and exclusively assigned by the expert to send and collect invoices on behalf of the expert after agreement on (and fulfilment of) both the terms and Time & Expense sheets has been established (Article XX).
• 1.9. Prospective investor (and/or portfolio company) members will be granted three (3) free credits to get introductions established with operational experts. Having used these three (3) credits, prospective members are requested to become a member in order to continue eligibility to Bayes’ platform functionality. Only Bayes’ members are entitled to engage with operational experts.
• 1.10. Every introduction Bayes’ establishes requires an (administrative) completion record from operational expert and investor/portfolio company.
  • Engage yes / no
  • In case ‘yes’: base agreement template to be completed (Article XX)
  • In case ‘no’: feedback form to be completed
• 1.11. In order to commence an engagement between operational expert and investor/portfolio company, they are expected to complete a base engagement agreement. (see below).
  • The base engagement agreement forms the foundation for the (initial) engagement.
  • Any adjustments in compensation, involvement and/or engagement timeline are to be recorded and agreed upon by both parties using Bayes’ principle terms agreement templates (Article XX).
• 1.12. Upon engagement between operational expert and investor/portfolio company, the operational expert is expected to fill-out a bi-weekly time & expense sheet and submit to investor/portfolio company (through Bayes’) for their review and consent. Investor approval will trigger the invoicing & settlement process. Any disputes on time and expenses will be handled immediately.
  • Professional will indicate days worked (half or whole days)
  • Professional will indicated expenses incurred to conduct the work, and attach a (readable) scan of receipts which matches the expense amount(s).
  • Time and expense sheets are to be submitted at the end of each bi-weekly period, on the Saturday (of the 2nd week) before midnight. Late submission of time and expense sheets will result in delayed settlement.
• 1.13. Payment and settlement terms are fourteen (14) days.
  • The penalty for past-due invoice settlement is an administrative charge of 10% and potential membership withdrawal.

Article 2. Terms of use

• 2.1. It is not permitted to use the Service for any purpose that violates Dutch or other applicable law or regulation. This includes (among others) the storage or transmission of data using the service that is slanderous, libelous or racist.
• 2.2. In addition, for this Service it is forbidden to:
  • publish information where it is unwanted (off-topic);
  • publish information in violation of copyright or hyperlinks to such information;
  • violate the privacy of third party, for example by distributing their personal data without permission or clear need or the repeated harassment of third parties with unwanted communications;
  • and to do anything that violates applicable netiquette (refer to Bayes’ House Rules?).
• 2.3. Exclusivity; (prospective) members of Bayes’ platform (both operational experts and investors/portfolio companies) are required to work through Bayes’ Company upon engagement, so engagement time and expenses can be administered, processed and settled.
• 2.4. All information, data, e-mails and conversations are to be treated confidentially (both for operational experts and investors/portfolio companies)
  • Professionals are required to treat investor/portfolio company information and details concerning the engagement confidential, unless otherwise explicitly stated and communicated otherwise, in writing. This also applies for confidential information about past clients.
  • Investors/portfolio companies are required to treat information from professionals confidential.
• 2.5. During the term of the Agreement and for a period of two (2) years thereafter, neither party (investor, portfolio company) will directly or indirectly solicit for employment, employ, consult with, or otherwise retain the services of any of the operational experts who are in any manner connected with Bayes’ Company platform and Services.
• 2.6. Should Bayes' Company discover that you violate any of the above, or receive a complaint alleging the same, then Bayes' Company may intervene to end the violation.
• 2.7. If in the opinion of Bayes' Company the continued functioning of the computer systems or network of Bayes' Company or third parties is actually or under threat of being damaged or jeopardized, for example through excessive transmission of e-mail or other data, leaks of personal data or virus activity, Bayes' Company may take all steps it deems reasonably necessary to end or avert such damage or jeopardy. Bayes' Company in particular is entitled to change your contributions at its own discretion.
• 2.8. Bayes' Company is at all times entitled to file a criminal complaint for any offenses committed through or using the service. In addition Bayes' Company is entitled to supply your name, address, IP-address and other identifying data to a third party alleging that you violate its rights or these terms and conditions, provided the validity of the complaint is clear, no other way of obtaining this information exists and the third party has an evident interest in obtaining this information.
• 2.9. Bayes' Company may recoup from you all damages it suffers added with an administrative charge as a result of your violation of these terms of use. On top, membership withdrawal will be considered. You agree and hold harmless Bayes' Company from all third-party claims arising out of your violation of these terms of use.

Article 3. Availability and maintenance

• 3.1 Bayes' Company uses its best efforts to have the service available at all times but makes no guarantees about uninterrupted availability.
• 3.2. Bayes' Company actively maintains operational expert platform. In case maintenance is reasonably expected to negatively impact availability, Bayes' Company carry out such maintenance at times when use of the service is relatively low. Maintenance is announced in advance whenever possible. Emergency maintenance can take place at any time and without prior announcement.
• 3.3. Bayes' Company may from time to time adapt operational expert platform. Your feedback and suggestions are welcome but ultimately Bayes' Company decides which adaptations to carry out (or not). Bayes' Company shall announce planned adaptations at least thirty (30) days in advance.

Article 4. Intellectual Property

• 4.1. The service operational expert platform, the accompanying software as well as all information and images on the website is the intellectual property of Bayes' Company. None of these items may be copied or used without prior written permission of Bayes' Company, except and to the extent permitted by mandatory law.
• 4.2. Information you store or process using the Service is and remains your property (or the property of your suppliers or licensors). Bayes' Company receives a limited license to use this information for the service. 
• 4.3. You can terminate the license of the previous clause by removing the information in question and/or to terminate the agreement. 
• 4.4. You may change information you publish or store using the service at your own discretion. Removal is however not possible. 
• 4.5. If you send information to Bayes' Company, for example a bug report or suggestion for improvement, you grant Bayes' Company a perpetual and unlimited license to use this information for the service. This does not apply to information you expressly mark as confidential.
• 4.6. Bayes' Company shall refrain from accessing data you store or transfer using the operational expert platform, unless this is necessary for a good provision of the service or Bayes' Company is forced to do so by law or order of competent authority. In these cases Bayes' Company shall use its best efforts to limit access to the information as much as possible.
• 4.7. In case Bayes' Company discovers your contributions have been copied by third parties in combination with contributions of others, then Bayes' Company is authorized to take legal action against such copying under its own or your name. All costs must be borne by Bayes' Company but you must offer your cooperation if necessary. This clause does not forbid you from publishing your contributions elsewhere but is aimed at allowing Bayes' Company to act against copying of (substantially) all contributions to the operational expert platform.

Article 5. Compensation for the service

• 5.1. The use of certain functions of the operational expert platform are subject to fees; only eligible members have access to the full functionality of the platform, and are entitled to engage with operational experts. The fee represents an annual membership and must be paid in advance. Specific functions on the Bayes’ Company website and platform in question will inform you of the fees.
• 5.2. The engagement of operational experts by investors/portfolio companies is administered through a bi-weekly time & expense sheet which is submitted to the investor/portfolio company through Bayes’ Company for review and consent. Investor/portfolio company approval will trigger the invoicing & settlement process. Bayes’ will apply a mark-up to cover platform maintenance and service cost. Engagement establishment by means of a base engagement agreement (Article XX) will inform you of the fees.
• 5.3. Payment is possible by making a wire transfer to the account of Bayes' Company, or as explained further on the website.
• 5.4. Because the Service is started directly at your express request, a payment cannot be refunded under the Distance Selling Act.

Article 6. Limitation of liability

• 6.1. Except in case of intentional misconduct or gross negligence the liability of Bayes' Company shall be limited to the amount paid by you in the three months prior to the moment the cause of the damage occurred.
• 6.2. Bayes' Company in no event is liable for indirect damages, consequential damages, lost profits, missed savings or damages through business interruption.
• 6.3. Damages may only be claimed if reported in writing to Bayes' Company at most two (2) months after discovery.
• 6.4. In case of force majeure Bayes' Company is never required to compensate damages suffered by you. Force majeure includes among others disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, company disruptions, interruptions in supply, fires and floods.

Article 7. Term and termination

• 7.1. This agreement enters into force as soon as you first use the service and then remains in force for one (1) year.
• 7.2. After this period the agreement is silently renewed with successive terms of the same period. If you entered into this agreement as a consumer, you may after the first silent renewal terminate the agreement at any time with a notice period of one (1) month, calculated from the moment of the notice. Non-consumers can terminate the agreement by the end of the term indicated in the previous clause with a notice period of two (2) months.
• 7.3. Bayes' Company is entitled to terminate the agreement if you have not used the service at all in the last eighteen (18) months. In such an event Bayes' Company shall first send a reminder mail to the e-mail address connected to your account.

Article 8. Changes to terms

• 8.1. Bayes' Company may change or add to these terms and conditions as well as any prices at any time.
• 8.2. Bayes' Company shall announce through the service changes or additions at least thirty (30) days before their taking effect.
• 8.3. If you do not want to accept a change or addition, you can terminate the agreement until the date the changes take effect. Use of the operational expert platform after the date of effect shall constitute your acceptance of the changed or added-to terms and conditions.

Article 9. Miscellaneous provisions

• 9.1. Dutch law applies to this agreement.
• 9.2. Except to the extent determined otherwise by mandatory applicable law all disputes arising in connection with the operational expert platform shall be brought before the competent Dutch court for the principal place of business of Bayes' Company.
• 9.3. For any clause in these terms and conditions that demand that a statement must be done "in writing" to be legally valid, a statement by e-mail or communication through the operational expert platform service shall be sufficient provided with sufficient certainty the authenticity of the sender can be established and the integrity of the statement has not been compromised.
• 9.4. The version of any communication of information as recorded by Bayes' Company shall be deemed to be authentic, unless you supply proof to the contrary.
• 9.5. In case any part of these terms and conditions are declared legally invalid, this shall not affect the validity of the whole of the agreement. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.
• 9.6. Bayes' Company is entitled to transfer its rights and obligations under this agreement to a third party as part of an acquisition of the operational expert platform or the associated business activities.