Members of The Worshipful Company of Management (WCoMC) Mentors carry out pro-bono (free) mentoring assignments as part of the Company’s contribution to the wellbeing of the City, in particular to support the activities of registered Charities, who are unable to pay normal consulting fees. These Terms and Conditions have been prepared as a framework of good practice for such assignments and are intended to protect the interests of the Company, the Mentor and the Client.

1. WCoMC Terms

1.1 These terms are referred to as the WCoMC terms and shall apply to the provision of services by member Mentors arranged by the WCoMC Charities Committee.

1.2 These terms shall apply to the exclusion of other terms and conditions including any terms which the Client may purport to apply under any confirmation of instruction or similar document.

2. Assignment and Terms of Reference

2.1 The Mentor agrees to carry out the Assignment in accordance with the Terms of Reference stated in a letter of engagement.

2.2 The Client agrees to cooperate with the Mentor in the performance of the Mentor’s services and to provide such support, facilities and information as may be reasonably required.

3. Charges and Payments

3.1 It is a condition of this Pro-Bono agreement that no fees shall be payable for the mentoring services provided (normally up to a maximum input of 12 Mentor sessions).

3.2 Expenses incurred by the Mentor may be recoverable from the Client. Such expenses shall be specifically referred to in the letter of engagement.

4. Confidentiality

The Mentor undertakes not at any time to divulge or to allow to be divulged to any person any confidential information relating to the business or affairs of the Client other than to other members of the WCoMC who have a specific contribution to make to the mentoring services provided.

5. Delegation
The WCoMC shall have the discretion as to which of its members are assigned to perform its services but shall consult with the Client concerning any significant changes.

6. Intellectual Property
The Mentor undertakes not to cause or permit any action that may damage or endanger the intellectual property of the Client or the Client’s title to it or assist or allow others to do so. The Client will have no rights to any intellectual property brought to the assignment by the Mentor.

7. Liability and Insurance

7.1 Neither WCoMC nor the Mentor shall be liable to the Client for loss or damage to the Client’s property unless due to the negligence or other failure of the Mentor to exercise reasonable care.

7.2 Neither WCoMC nor the Mentor shall have any liability to the Client for any indirect, special or consequential loss to the Client arising out of or in connection with the provision of goods or services pursuant to this agreement.

8. Termination

8.1 Either party has the right to terminate the agreement for the provision of services by the Mentor at any time.

8.2 In the event of termination before the agreed services have been completed, the terminating party undertakes to provide the other party with reasonable explanation and to communicate such reasons and explanation to the Chairman of the WCoMC Charities Committee

9. Force Majeure

Both parties shall be released from their respective undertakings in the event of any cause beyond the reasonable control of the parties, or either of them renders the performance of the agreement impossible.

10. Miscellaneous

10.1 Proper Law and Jurisdiction

This agreement shall be governed by English law in every particular.

10.2 Status of the Mentor

10.2.1 The Mentor shall be an independent service provider and not the employee of the Client.

10.2.2 The Mentor shall not be subject to directions from the Client as to the manner in which the work is performed.