Terms & Conditions for OpenEng

Last updated: [16 June 2025]

Welcome to OpenEng. These Terms and Conditions (“Terms”) govern your use of the OpenEng platform (“Platform”) operated by [EYO Consulting LLC-FZ] (“OpenEng”, “we”, “us”, or “our”).

By registering, accessing, or using the Platform, you agree to be bound by these Terms.

1. Role of OpenEng

1.1 OpenEng provides an intermediary service that connects vetted independent consultants to clients seeking engineering, technical, and advisory services.

1.2 OpenEng conducts assessments, reviews, and verification processes in respect of consultants to determine suitability for potential client engagements. However, such vetting is for client facilitation purposes only and does not constitute a certification, warranty, or guarantee of competence, performance, or fitness for any particular purpose.

1.3 OpenEng may:

Introduce consultants to clients;
Facilitate or support scope discussions, contract negotiations, and engagement terms between consultants and clients;
Offer template contracts or facilitation agreements;
Collect fees from clients and disburse payments to consultants on agreed terms;
Be hired by Client directly through an appropriate consultant or sub-consultant agreement;
Charge either introduction, facilitation, platform, or service fees, as may be agreed.

1.4 Where OpenEng is used to facilitate an introduction between consultant and client, it acts purely as an independent intermediary and not as a party to the consulting engagements between consultants and clients.

1.5 OpenEng does not guarantee that any client engagement will materialize, proceed to completion, or result in any specific financial, commercial, or professional outcome.

2. Consultant Status

2.1 You engage with the Platform as an independent contractor.

2.2 Nothing in these Terms creates an employment, partnership, agency, fiduciary, or joint venture relationship between you and OpenEng or any of its subsidiaries, affiliates, or related companies.

2.3 You shall not represent yourself as an employee, officer, or authorized representative of OpenEng.

3. Consultant Warranties and Obligations

By participating on the Platform, you warrant that:

3.1 You have full legal authority to provide consulting services, including obtaining and maintaining any necessary licenses, permits, visas, or authorizations.

3.2 Your participation does not violate any non-compete, restraint of trade, confidentiality obligation, or contractual restriction.

3.3 You will immediately notify OpenEng of any potential or actual conflict of interest that may arise during your participation.

3.4 You will perform all client services with due skill, care, professionalism, and in accordance with applicable legal, regulatory, and industry standards.

3.5 You will not use confidential or proprietary information from any prior or current employer without proper authorization.

4. Limitation of OpenEng’s Responsibility

4.1 OpenEng provides facilitation, introductions, negotiation support, and payment handling services, but is not responsible for:

The performance, conduct, or outcome of any engagement between you and a client;
The actions or omissions of clients;
Any payments, invoicing, or contractual compliance by clients, except where OpenEng has contractually undertaken payment collection on your behalf.

4.2 OpenEng does not warrant or guarantee:

The volume, frequency, or availability of client engagements;
That any specific engagement will proceed to completion;
That any payments due from clients will be paid in full or on time.

4.3 You hereby release and hold harmless OpenEng, its directors, officers, employees, affiliates, and agents from any claims, disputes, liabilities, losses, or damages arising from or relating to any engagement you enter into through the Platform.

5. Facilitation and Payment Handling

5.1 Depending on the commercial model agreed:

OpenEng may directly introduce you to clients and receive an introduction fee;
OpenEng may hire you as an independent consultant/contractor to support its own project requirements;
OpenEng may facilitate your engagement with a client through an appropriate sub-consultancy agreement, and/or act as payment facilitator, invoicing clients on your behalf and disbursing funds to you after deduction of agreed platform, facilitation, or commission fees.

5.2 Where OpenEng collects payments on your behalf:

OpenEng will pay you only upon receipt of cleared funds from the client;
OpenEng has no obligation to make payment to you for any amount not received from the client;
You bear full risk of client default or non-payment.

5.3 You remain responsible for all applicable taxes, social security contributions, VAT, and other governmental charges related to your income or fees.

6. Intellectual Property and Use of Information

6.1 Work Product Ownership: Unless otherwise agreed with a client:

All deliverables you create for a client engagement shall be the property of OpenEng until the client has made full payment, upon which it will revert to the property of the client.
You retain ownership of your pre-existing intellectual property (“Background IP”).

6.2 OpenEng Platform Use of Consultant Information:

You grant OpenEng a perpetual, worldwide, royalty-free, non-exclusive license to use your profile information (including your name, CV, qualifications, experience, work history, non-confidential summaries of projects, and public-facing content you submit) for:

Marketing, promotional, and advertising purposes;
Inclusion in proposals, tenders, and bids submitted by OpenEng to prospective clients;
Demonstrating the breadth and quality of consultants available via the Platform;
Other business development and commercial activities.

6.3 Use Restrictions:

You may not:

Reverse engineer, copy, reproduce, scrape, or otherwise exploit any part of the Platform;
Solicit clients introduced via the Platform outside of OpenEng without prior written consent;
Circumvent OpenEng’s role in any client relationship initially facilitated via the Platform.

7. Confidentiality

7.1 You must maintain confidentiality over any information obtained through the Platform or any client engagement.

7.2 You may not disclose confidential information except:

As required for delivering your services;
Where legally compelled by law or regulation;
With prior written consent of the disclosing party.

7.3 Your obligations of confidentiality survive termination of your participation on the Platform.

8. Use of the Platform

8.1 You agree to use the Platform responsibly and lawfully. You may not:

Provide false or misleading information;
Misrepresent qualifications, experience, or availability;
Post unlawful, defamatory, offensive, or abusive content;
Interfere with or disrupt the operation, security, or integrity of the Platform;
Engage in any conduct damaging to OpenEng’s reputation or commercial relationships.

8.2 OpenEng reserves the right to monitor, moderate, suspend, or terminate access to the Platform at its sole discretion.

9. Data Protection and Privacy

9.1 OpenEng will process personal data in accordance with its published Privacy Policy.

9.2 You consent to OpenEng collecting, processing, storing, using, and sharing your personal data as necessary for Platform operations, business development, legal compliance, and service improvement.

9.3 You are responsible for ensuring that any data you submit to OpenEng is accurate, lawful, and does not breach applicable privacy or data protection laws.

10. Termination and Suspension

10.1 Either party may terminate your participation at any time with 2 (two) months notice.

10.2 OpenEng may suspend or terminate your access if:

You breach these Terms or the terms of any agreements signed with OpenEng and/or a client;
You provide false or misleading information;
You act unlawfully, unethically, or harm OpenEng’s business interests or reputation.

10.3 Termination shall not relieve you of obligations accrued prior to termination.

11. Limitation of Liability

11.1 To the maximum extent permitted by law:

OpenEng’s aggregate liability to you shall not exceed the total platform or facilitation fees earned by OpenEng in connection with your services in the preceding 12 months.
OpenEng shall not be liable for any indirect, incidental, consequential, special, or punitive damages including loss of revenue, business opportunities, profits, or goodwill.

12. Governing Law and Dispute Resolution

12.1 These Terms shall be governed by the laws of [Insert jurisdiction — e.g. Dubai International Financial Centre].

12.2 Any dispute shall be finally resolved by arbitration administered by [DIFC-LCIA Arbitration Centre]. The seat of arbitration shall be Dubai. The language of arbitration shall be English.

13. General

13.1 These Terms constitute the entire agreement between you and OpenEng concerning Platform use.

13.2 OpenEng may amend these Terms from time to time. Continued use constitutes your acceptance of any amendments.

13.3 If any provision is found invalid or unenforceable, the remaining provisions remain enforceable.

13.4 You may not assign or transfer your rights or obligations under these Terms without OpenEng’s prior written consent.

By registering, accessing, or using the OpenEng Platform, you confirm that you have read, understood, and agreed to be legally bound by these Terms.