This Agreement applies in addition to the Nurvimo Terms of Service. Where the two conflict in relation to your activity as an Expert, this Agreement governs.
1Your status
1.1You are an independent business, not an employee, worker, partner, joint venturer, franchisee or agent of Nurvimo. You are in business for yourself and you bear the profit and the loss of that business.
1.2You control your own work. You alone decide:
- (a) what Session Fee to charge, within the currency and payment mechanics the Platform supports;
- (b) when you are available and how much or how little you work;
- (c) which subjects you offer and how you describe your experience;
- (d) which bookings to accept and which to decline;
- (e) what to say in a session, how to structure it, and what materials to use;
- (f) what equipment and workspace you use.
1.3Nurvimo does not direct or supervise how you deliver a session, set performance quotas, require minimum availability, require you to accept any booking, provide you with a script or required methodology, train you in how to advise, or evaluate you against sales targets.
1.4You may offer the same or similar services anywhere else, including on competing platforms and directly to your own clients. This Agreement is not exclusive and contains no non compete.
1.5Nurvimo makes no promise of bookings, volume or income. You may receive none. Any figure Nurvimo publishes about typical earnings is illustrative and is not a representation to you.
1.6You have no authority to bind Nurvimo, to enter into anything on its behalf, or to describe yourself as working for or representing Nurvimo. You may say that you offer sessions on Nurvimo.
1.7You receive no employment benefits of any kind: no wage or salary, no overtime, no vacation or statutory holiday pay, no severance or notice, no health or retirement benefits, no workers compensation coverage, and no employment insurance contributions from Nurvimo.
2Taxes
2.1You are solely responsible for determining, reporting, collecting and remitting all taxes on your earnings, including income tax, self employment tax or self assessed contributions, and any sales tax, GST, HST or provincial tax you are required to charge and remit.
2.2Nurvimo does not withhold tax from your payouts except where it is legally required to, and does not provide tax advice. Nurvimo or Stripe may issue tax information forms where required, and you will provide accurate tax details, including a taxpayer identification number, business number or registration number, when asked.
2.3If you are registered for GST/HST or an equivalent, you are responsible for correctly charging and remitting it on your Session Fees.
2.4You will indemnify Nurvimo for any tax, penalty or interest assessed against Nurvimo because you provided inaccurate tax information or failed to meet your own obligations.
2.5Declaration and registration
You are responsible for declaring your Nurvimo earnings to every tax authority that has a claim on them, and for doing so in the correct period and in the correct amount. In particular:
- you will report all income you earn through Nurvimo, whether or not Nurvimo or Stripe issues you any form, slip or statement, and whether or not any reporting threshold is met. The absence of a form is not an absence of an obligation;
- you will determine for yourself whether you are required to register for and charge sales tax, GST, HST, QST or an equivalent, in your own jurisdiction and in any jurisdiction where your Explorers are located, and you will register when you are required to;
- where you are registered, you will give Nurvimo your registration number, charge the correct amount, and remit it yourself. Nurvimo does not remit sales tax, GST or HST on your behalf;
- you will keep your tax residency, business status and registration details accurate in your account, and you will update them within 30 days of any change;
- you will complete any tax information request Nurvimo or Stripe is required to make, including a taxpayer identification number, business number, registration number or residency certification, and you confirm that what you provide is true;
- Nurvimo may withhold or suspend payouts where required tax information is missing, incomplete, inaccurate or unverified, and may withhold amounts where withholding is legally required. Where we hold a payout for this reason we will tell you what is missing and release it once you have supplied it;
- Nurvimo does not file returns on your behalf, does not calculate your liability, and does not give tax advice. Any information Nurvimo or Stripe reports to a tax authority is information reporting only, and it does not discharge, reduce or replace your own obligations.
2.6Nothing in this section makes Nurvimo responsible for your tax position. If you are unsure what applies to you, take advice from an accountant or a tax adviser in your own jurisdiction before you accept your first booking.
3Insurance and licences
3.1You are responsible for deciding whether you need insurance and for obtaining it. Nurvimo does not provide you with professional indemnity, general liability, health or disability coverage. We recommend you consider professional indemnity cover appropriate to what you offer.
3.2You are responsible for holding, maintaining and complying with any licence, registration, permit or professional obligation that applies to what you do, in every jurisdiction where you or your Explorer is located.
3.3If you hold a professional licence, your regulator's rules apply to you on Nurvimo exactly as they do elsewhere, including rules on advertising, titles, client files, conflicts and insurance. Nurvimo is not your firm, does not supervise your practice and takes no responsibility for your compliance.
4Your profile and representations
4.1Everything on your profile must be accurate and current: your name, your photograph, your introduction video, your experience, your employment and business history, and any credential you claim.
4.2You will not claim a qualification, licence, certification, award, affiliation or role you do not hold, and you will not use a protected professional title unless you are entitled to. You will not use another person's likeness, name or materials without permission.
4.3You will complete identity verification through Stripe. You consent to Stripe and Nurvimo verifying your identity and, where you claim a credential, to Nurvimo or its vendor checking that credential against the issuing body's register.
4.4Nurvimo does not currently run criminal background checks on Experts. If it introduces them, it will tell you first, obtain any consent required by law, and follow the applicable consumer reporting rules.
4.5Nurvimo may remove or amend a profile claim it cannot substantiate, and may remove a badge at any time.
5Delivering sessions
5.1Subject limits
You will comply with Schedule A of the Terms of Service, Prohibited and Restricted Subjects. Share your experience; do not perform a licensed act you are not licensed for. This is the term Nurvimo enforces most strictly.
5.2Boundaries
Keep the relationship professional. No sexual or romantic advances, no soliciting personal financial dealings with an Explorer such as loans or investments, no selling your own or a third party's products or services during a session without disclosing your interest and the Explorer agreeing, no requests for money outside Nurvimo, no pressure of any kind.
5.3Safety
If an Explorer discloses a risk of serious harm to themselves or someone else, end the guidance, tell them to contact local emergency services or a crisis line, and report it to Nurvimo. Do not attempt to counsel or treat.
5.4No discrimination
You may decline any booking for your own business reasons, but you may not decline, price differently, or treat an Explorer differently because of a protected characteristic.
5.5Attendance
Be present, on time and prepared, in a private place with a working connection. If you cannot make a session, cancel as early as possible through the Platform so the Explorer is refunded and can rebook.
5.6Confidentiality
Keep confidential anything non public an Explorer shares, use it only to deliver the session, and do not repeat it, publish it, or use it for your own commercial advantage. This survives the session and the end of this Agreement. It does not apply where disclosure is legally required or necessary to prevent serious harm.
5.7Recording
You may not record a session unless both you and the Explorer consent through the Platform's consent screen. You may not record by any other means. You may not share, publish or repurpose a recording without the Explorer's written consent, and never for marketing.
6Fees, payouts and chargebacks
6.1You set the Session Fee. Nurvimo charges a Platform Fee of 15 percent of it. You receive 85 percent, less any payment processor deductions Stripe applies to your account, refunds and setoffs.
6.2Nurvimo will give at least 30 days' notice before changing the Platform Fee. A change does not apply to bookings already made. If you do not accept it, you may stop offering sessions and close your account.
6.3Payment is collected from the Explorer at booking. Nurvimo acts as your limited payment collection agent for that purpose. Your earnings are released 48 hours after the scheduled end of the session and paid out on Stripe's schedule.
6.4Nurvimo may withhold, delay, reduce or reverse a payout where a session did not take place, a refund is owed under the Cancellation and Refund Policy, a chargeback has been raised, the booking appears fraudulent, or an investigation is open. We will tell you the reason and the expected timeframe.
6.5Chargebacks and setoff
If an Explorer's payment is reversed, refunded or charged back after you have been paid, you owe Nurvimo that amount, and you authorise Nurvimo to set it off against current or future payouts. If your balance is insufficient, the amount is payable on demand. Nurvimo will contest a chargeback where the evidence supports the session having been delivered, and will give you the chance to provide evidence.
6.6Cancellation consequences
Late cancellations and no shows by you result in a full refund to the Explorer and no earnings for you. Repeated late cancellations or no shows may result in reduced visibility or removal. The thresholds are published in the Cancellation and Refund Policy.
6.7Fraud
Creating bookings that are not genuine sessions, transacting with yourself or an associate to generate reviews or payouts, or using Nurvimo to move funds for another purpose, results in immediate termination, forfeiture of the affected earnings and, where warranted, referral to law enforcement.
7Off platform activity and circumvention
7.1Nurvimo's fee funds the marketplace that introduced you to the Explorer, the payment protection, the dispute process and the trust mechanisms. It is not a fee for your time.
7.2For twelve months after Nurvimo first introduces you to an Explorer, you will not solicit or accept payment outside the Platform for services of the same kind from that Explorer. You may not share contact details or payment details for that purpose before a booking is confirmed.
7.3This does not restrict you from working with anyone who was already your client before Nurvimo introduced you, or from advertising your services generally, or from offering something genuinely different that Nurvimo does not support. If an Explorer wants continuing work Nurvimo cannot support, ask us first.
7.4If you breach clause 7.2, you will pay Nurvimo liquidated damages equal to the Platform Fee that would have applied to the diverted bookings, calculated at your then current Session Fee, capped at USD [2,500] per Explorer. The parties agree this is a genuine pre estimate of Nurvimo's loss and not a penalty. Nurvimo may also terminate your account.
7.5Termination is not limited to you. Under section 15.4 of the Terms of Service, Nurvimo may suspend or terminate the Explorer's account as well where they took part in the arrangement. Where an Explorer approaches you about paying outside Nurvimo, decline it and report it. Reporting protects you, and a reported approach is never held against the person who reports it.
8Operational commitments by Nurvimo
This section exists because a contract label does not decide worker status; conduct does. These are commitments Nurvimo makes to keep this relationship a genuine marketplace relationship, and they should be read as binding on Nurvimo's product and operations teams.
Nurvimo will not:
- (a) set, cap, floor or require approval of your Session Fee;
- (b) require you to be available for any minimum number of hours or sessions;
- (c) require you to accept any particular booking, or penalise you for declining bookings;
- (d) require exclusivity, or restrict you from offering services elsewhere;
- (e) prescribe how you conduct a session, or require a script, agenda or methodology;
- (f) require you to attend training other than short, mandatory safety, compliance and platform mechanics onboarding;
- (g) manage you: no performance improvement plans, no quotas, no ranked leaderboards used as performance management, no sales targets;
- (h) present you to the public as Nurvimo staff, or use language implying you work for Nurvimo;
- (i) deactivate you for low booking volume or for declining work.
Nurvimo may, and this does not conflict with your independence: verify identity and credentials; set and enforce safety, legal compliance and conduct rules; publish honest ratings and reviews from Explorers; remove listings that breach the Terms; set payment mechanics and the fee; and set the cancellation rules that protect both sides of the marketplace.
9Intellectual property
9.1You own the materials you create and share. You grant Nurvimo a worldwide, nonexclusive, royalty free, sublicensable licence to host, display, reproduce and adapt for format your profile, your introduction video, your listings and your public content, in order to operate the Platform and to promote it and you, including in marketing and search listings. This licence ends for new promotional uses when you close your account or remove the content; existing printed or distributed material may continue.
9.2You confirm you have the rights to everything you upload, including any music, footage or third party material in your introduction video, and that showing it will not infringe anyone's rights or breach any obligation you owe an employer or former client.
9.3Nurvimo owns the Platform, its marks, its taxonomy and its software. You may use the Nurvimo name and marks only in accordance with published brand guidelines, to say truthfully that you offer sessions on Nurvimo.
9.4Anything you produce specifically for an Explorer in a session is dealt with between you and that Explorer. Unless you agree otherwise, the Explorer may use it for their own purposes and may not resell or publish it.
10Ratings, reviews and standing
10.1Explorers may review you after a completed session. Nurvimo does not remove a review because it is negative. You may reply publicly once.
10.2You may not solicit, incentivise, trade or manufacture reviews, and you may not ask an Explorer to change or remove a review in exchange for anything.
10.3Nurvimo may use ratings, cancellation rates and complaint history to decide search visibility and eligibility for badges, and to decide whether to suspend or remove an account for safety or policy reasons.
11Suspension and termination
11.1Either party may terminate this Agreement at any time on notice. You may stop offering sessions at any time; you must honour or properly cancel bookings already accepted.
11.2Nurvimo may suspend or terminate immediately for a serious breach, a safety risk, suspected fraud, a regulated practice breach, or a legal requirement.
11.3On termination, Nurvimo will pay out earnings for sessions properly delivered, less refunds, chargebacks and amounts owed under clause 6.5 or 7.4.
11.4No ownership in customers
Explorers are users of the Nurvimo marketplace, not your book of business, and you acquire no ownership of or right to Nurvimo's user relationships or data. Equally, Nurvimo acquires no ownership of your independent client relationships.
11.5Clauses 2, 5.6, 6.5, 7, 9, 12, 13 and 14 survive termination.
12Warranties, liability and indemnity
12.1You represent that you have the legal right to provide your services, that your profile is accurate, and that you will comply with all laws applicable to you.
12.2You are responsible for your sessions and their consequences. You will indemnify Nurvimo against third party claims arising from your sessions, your content, your breach of this Agreement, your regulatory or licensing failures, or your tax obligations.
12.3Nurvimo's liability to you is limited to the total Platform Fees Nurvimo received in respect of your account in the six months before the claim. Nurvimo is not liable to you for lost bookings, lost income, lost opportunity, or indirect or consequential loss.
12.4Neither party limits liability for fraud, wilful misconduct, or anything that cannot be limited by law.
13Data
13.1Nurvimo processes your personal information in accordance with the Privacy Policy. In relation to Explorers, Nurvimo is the controller of Platform data, and you are separately responsible for any personal information you keep about an Explorer outside the Platform.
13.2If you keep any Explorer's personal information outside Nurvimo, you must have a lawful basis, keep it securely, use it only for the purpose it was shared, delete it on request, and never sell it or use it for unrelated marketing.
14General
14.1Governing law and disputes
This Agreement is a business to business agreement. It is governed by the laws of the State of Delaware and disputes are resolved by individual arbitration in accordance with section 21A of the Terms of Service, which applies to you regardless of where you live, except that if you are resident in Canada you may instead bring proceedings in the courts of your province and mandatory local law is unaffected.
14.2You may not assign this Agreement. Nurvimo may assign it as permitted in the Terms of Service.
14.3Changes to this Agreement follow section 22 of the Terms of Service: 30 days' notice and fresh acceptance for material changes.
14.4If any provision is unenforceable it is modified or severed and the rest stands.
14.5This Agreement, the Terms of Service and the documents incorporated by reference are the entire agreement between you and Nurvimo about your activity as an Expert.
Acceptance
Accepted electronically on the Nurvimo Expert onboarding screen by checking three separate boxes: agreement to this Agreement; acknowledgement of independent status; and acknowledgement of the regulated subject limits. Nurvimo records the date, time, version, document hash, IP address and device for each.