These Terms and Conditions constitute a valid contract between Expert and Agency. Upon Expert expressing his/her consent with these Terms and Conditions, they become immediately binding on both Parties and produce immediate legal effects. Whereas Expert is an industry professional in a given field of specialisation/expertise whom the Agency has identified on the basis of the instructions and Project scope provided by the Client, and who possesses special knowledge and expertise in the relevant field of specialisation and/or expertise, and undertakes not to provide any information that can be classified, secret, privileged, confidential or be of otherwise limited destination and/or usage, and accepts and acknowledges that the Agency will only assist Expert in getting in contact with Client but not obliged to guarantee Expert any interaction with Client, and the Parties agreed as follows:
1.1. “Terms” mean these Terms and Conditions.
1.2. “Pool of experts” means a list of experts in various industries administered by Agency for the purpose of arranging Interactions with potential clients.
1.3. “Client” means a natural person or a company interested in Expert’s Knowledge and expertise and which may enter into Interaction with Expert with relation to such Knowledge and Expertise as arranged by Agency under the terms specified herein.
1.4. “Knowledge and expertise” mean any professional knowledge that Expert may possess in a specific industry, field of knowledge or activity, and on which basis Expert is able to provide professional advice in the related industry of field.
1.5. “Project Scope” means a description of the subject matter that Client wishes to discuss with Expert in the context of an Interaction.
1.6. “Affiliate” means any entity or person that a person or a company controls, is controlled by or is under common control with, regardless of the form in which such control is asserted (including non-formal or personal control).
1.7. “Interaction” means any type of communication between Client and Expert usually (but not necessarily) taking the form of a remote consultation (via telephone, email or other form of electronic communication) arranged by Agency, in-person consultation, the information provision in the form of reports and surveys, or other form of interaction agreed by Parties.
1.8. “Inside Information” means any information that is defined as ‘inside information’ under EU Regulation 596/2014 of 16 April 2014 (as effective on the date of Interaction) or under any legislation that repeals and/or substitutes the aforementioned Regulation, or under equivalent applicable legislation or laws in any other jurisdiction to which Client or Expert are subject to, if such legislation or laws provide for broader definition of ‘inside information’ as compared to the definition provided in EU Regulation 596/2014
2. Scope of Services Provided under these Terms
2.1. Under these Terms Expert agrees to be included in Agency’s Pool of experts and/or to be contacted by Agency for the purpose of arranging Interaction with Agency’s Clients.
2.2. Expert, if having agreed to participate in a particular Interaction, will provide information directly to the Client based on Expert’s Knowledge and expertise in the course of Interaction arranged by Agency.
2.3. The Agency acts exclusively as an intermediary between Expert and Client. It does not solicit directly any information from Expert and does not assume any liability for the provision of any information by Expert to Client.
3. General Framework of Cooperation
3.1. Experts can be contacted by Agency for a one-time Interaction with a Client or to be included in the Pool of experts for potential future Interactions with Clients.
3.2. Discussing a particular Project Scope with Expert merely constitutes an attempt at determining Expert’s potential suitability for a particular Interaction with Client. Neither such discussions, nor inclusion of Expert in the Pool of experts can guarantee that Expert will be contacted again or will actually engage in an Interaction with Client. Clients decide at their sole discretion to engage in any Interactions with Expert.
3.3. Upon learning of a given Project Scope, it is Expert’s own responsibility to determine whether to participate in a prospective Interaction, given the particular Project Scope is appropriate. Expert is free at his/her sole discretion to decline to engage in an Interaction at any time and is under no obligation to continue or complete an Interaction. In case of withdrawal from an ongoing Interaction Expert shall immediately notify Agency about such withdrawal.
3.4. Expert shall not participate in any Interaction if he/she has ever been convicted of a felony, been the subject of an investigation by a securities regulator or other regulatory authority or been a defendant in any proceeding where fraud or violation of laws or regulations is alleged. By agreeing with these Terms Expert confirms that he/she has never been subject to any such convictions, investigations or proceedings.
3.5. If Expert believes that the Client is or will be a competitor of Expert or Expert’s employer or the entity on whose board Expert serves, Expert must at that point decline to participate in Interaction.
3.6. Interaction is arranged by Agency which inform Expert about the communications tools used for Interaction and, if necessary, will be technically assisted to ensure effective Interaction with Client.
4. General Limitations
4.1. By agreeing with these Terms and participating in any actions carried out under the Terms, including any actual or potential Interaction, Expert fully recognizes and understands that he/she does not become in any way an employee or agent of Agency and does not act in any capacity on behalf of Agency.
4.2. Expert is fully responsible for the legality of any transfer of information in the course of Interaction and assumes sole legal liability that may potentially result from any such transfer.
4.3. Expert assumes responsibility for the completeness, reliability, accuracy or predictive value of any information, documentation or any other materials provided to Client in the course of Interaction, including, for the avoidance of doubt, any responses provided leading up to, during and following any Interactions under these Terms.
4.4. Expert will guarantee the legality of any Interaction or the non-existence of conflicts in respect of any Interaction or compliance by the Expert with any existing obligations in respect of information provided.
4.5. If Expert is an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organisation, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, Expert agrees not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, Expert agrees to promptly notify Agency if he/she becomes an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.
5. Limitations as to Information that can be provided by Expert
5.1. Expert shall not provide any financial, investment, legal, medical or other professional advice and shall not answer any questions and/or participate in an Interaction if it includes any specific examination of a company or any subsidiary or affiliate of any such company that could give rise to:
- (i) a breach of applicable laws or regulations or any agreement to which Expert is a party; or
- (ii) a conflict of interest on the part of Expert, or
- (iii) a breach of a duty of confidentiality or any other obligation owed by Expert to any third party; or
- (iv) the disclosure of any Inside information; or (v) the disclosure of any trade, commercial or professional secret.
5.2. For the avoidance of doubt as to information that can constitute ‘conflict of interest’ as mentioned in par. 5.1-(ii), Expert shall not provide any information if Expert:
- a) is a director, officer or other employee of a company or organisation that has made or is subject to a tender offer, or is employed by an entity that has acted on behalf of a company or organisation in connection with such tender offer, while the tender process is taking place; or
- b) is an auditor and an Interaction focuses on companies or organisations he/she currently audits or has audited in the last three years; or
- c) is a doctor participating in a clinical trial, before results of such trial have been made public; or
- d) has worked in the accounting and finance department of any company within the last one year, and questions in the context of the Interaction pertain in any way to accounting or financial issues relating to that company or that company’s affiliates
6. Undertakings by Agency and Expert
6.1. Agency undertakes to schedule Interactions between Clients and Expert only after Expert has agreed to participate in Interaction.
6.2. Expert undertakes and agrees:
(a) not to participate in any Interaction, if such Interaction constitutes or would reasonably be regarded as constituting:
- (i) a breach of applicable laws or regulations or any agreement to which Expert is a party to; or
- (ii) a conflict of interest on the part of Expert; or
- (iii) a breach of a duty of confidentiality or any other obligation owed by Expert to any third party; or
(b) to withdraw immediately from any ongoing Interaction if, in the course of such Interaction, Expert may reasonably find himself/herself in breach of par. 6.2-(a) if continued the Interaction.
(c) not to provide any:
- (i) financial, investment, legal, medical or other professional advice; or
- (ii) information that Expert knows or should reasonably know to be privileged, classified, or of otherwise limited destination and/or usage with respect to which Expert has a duty of confidentiality; or
- (iii) Inside Information; or
- (iv) trade or professional secret.
- (v) any other information specified in clause 5 hereof.
For the avoidance of doubt, Expert is and will at all times remain solely responsible for ensuring compliance with the requirements of this clause 6.2(c).
(d) to act in accordance with applicable laws and regulations as a possessor of Inside Information.
(e) to keep confidential and not to disclose under any circumstances any information (as specified under these Terms) that became known to Expert in the course of Interaction.
(f) to not enter into any separate business arrangement with Client to whom Expert has obtained access in the course of Interaction and will not seek any further Interactions or communication with Client without obtaining prior written approval by Agency.
7.1. Expert will receive remuneration for each Interaction according to the terms outlined in the Schedule confirmed by Parties or as agreed by Parties in any other way (e.g. by exchange of emails or other electronic messages).
7.2. Expert will be paid for the respective Interaction within 35 days after the Interaction.
8.1. Either Party accepts responsibility for direct loss to the other Party to the extent that such loss is due to the Party’s gross negligence in fulfilling obligations under these Terms, willful misconduct or fraud. Neither Party shall be liable to the other Party for any other direct or indirect or consequential loss or damage of any kind, including as a result of any decision made or action taken by either Party in reliance on information obtained from the other Party or any Expert.
8.2. Agency’s liability to Client, whether in contract, tort or otherwise, shall be limited to the fees payable under these Terms in connection with the Interaction with respect to which such liability arises.
8.3. Agency is not and will not be liable to Expert for any acts by Client in the course of Interaction.
8.4. Neither of the Parties shall be liable for any loss or damage suffered or incurred arising from its delay in performing or failure to perform its obligations hereunder to the extent that and for so long as such delay or failure results from any cause or circumstance beyond its reasonable control (an “Event of Force Majeure”), provided:
(a) the same has not arisen as a result of its negligence; and
(b) it promptly upon becoming aware of such Event of Force Majeure notifies the other Party of the manner and extent to which its obligations are likely to be prevented or delayed.
8.5. If any Event of Force Majeure as specified in par. 8.4 occurs, the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the Event of Force Majeure, provided that the Parties shall use all reasonable endeavours to minimise the effects of any Event of Force Majeure. For the avoidance of doubt, if the performance of an obligation is affected by an Event of Force Majeure, the Party not being delayed in or prevented from performing its obligations hereunder by the Event of Force Majeure may in its absolute discretion agree that such obligation no longer needs to be performed and any fee for such performance shall be adjusted accordingly
9. Data Protection
9.1. Parties will at all times comply with all applicable data protection and privacy legislation, including the EU General Data Protection Regulation 2016/679 and any similar or equivalent applicable legislation or laws in any jurisdiction that they may be subject to regarding the processing of any Expert’s or other persons’ personal data received pursuant to these Terms.
9.2. Expert agrees that, prior to any Interaction agreed, Agency may provide to any potential Client all available information about Expert’s professional credentials and previous experience excluding the following Expert’s personal information: name, date of birth, contact data, other information that can directly lead to disclosure of Expert’s identity (excluding information related to Expert’s previous professional experience).
10.1. Both Agency and Expert will keep confidential and will not disclose to any person any Confidential Information (as defined below), whether in written or any other form, disclosed to either of them by each other or by or on behalf of another party (each, a “Disclosing Party”) in connection with these Terms for the period of 2 years from the date of disclosure.
10.2. “Confidential Information” includes
- (i) any information, documents or arrangements relating to the provision of services under these Terms,
- (ii) the identity of Expert or Client,
- (iii) any information received from Client in the course of Interaction, and
- (iv) information which is identified as confidential or is clearly by its nature confidential including, without limitation, trade secrets, information and data relating to existing or potential clients, information relating to products, financial information, marketing and sales information or any information which the receiving party has been informed is confidential or which it might reasonably expect the disclosing party would regard as confidential, including any proprietary and confidential information of third parties.
10.3. Notwithstanding clause 10.1:
- (a) Agency may disclose Confidential Information under conditions of confidentiality to (i) its and its Affiliates’ respective officers, directors, consultants or employees, or (ii) Clients but only to the extent to which such disclosure is necessary for the purposes contemplated in these Terms; and
- (b) either Party may disclose Confidential Information required to be disclosed by applicable law or regulations, provided that the Party disclosing the information shall, to the extent permissible by law, notify the other Party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible.
10.4. Upon a written request from a Disclosing Party either Party shall return or destroy any and all Confidential Information of the Disclosing Party then in its possession or control and will not retain any copies of the same (save as required by applicable law, regulations or internal written compliance or legal policies or audit requirements in any jurisdiction or to the extent that such is contained in a computer back-up retained for security purposes only).
10.5. Both Parties shall promptly, upon becoming aware of any unauthorised disclosure, misuse, theft or other loss of Confidential Information, whether inadvertent or otherwise, give notice of the same to the other Party.
10.6. Confidential Information does not include information which:
- (a) is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by either Party, as the case may be, or a person employed or engaged by either of them, in each case contrary to such person’s obligations of confidentiality;
- (b) becomes available to Parties, as the case may be, otherwise than pursuant to these Terms and free of any restrictions as to its use or disclosure; or
- (c) is independently developed by either Party, as the case may be
11. Intellectual Property
11.1. If, in connection with an Interaction, Expert provides a Client with any documentation or any other material (including without limitation reports, data, studies, charts, specifications and programmes) (“Work Product”):
- (a) Expert irrevocably and unconditionally warrants and represents that he/she is the sole unencumbered author, owner or holder of an appropriate, valid and sufficient licence of all rights, title and interest (including the intellectual property rights) in such Work Product;
- (b) Expert hereby grants (and warrants that he/she has the right to grant) Client a nonexclusive, irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, modify, delete and adapt the Work Product; and
- (c) Expert indemnifies and agrees to keep indemnified both Agency, its Clients and any agent, service provider or consultant appointed by either Agency or the Clients to participate in and conduct an Interaction, against any and all liabilities in connection with claims or proceedings based on the claim that the Work Product infringes any intellectual property rights of yours or a third party.
12.1. No delay or failure in exercising any right under these Terms, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under these Terms. No consent to a breach of any express or implied condition under these Terms constitutes a consent to any subsequent breach.
13.1. The conditions and obligations set forth herein shall be effective from the moment Expert confirms his/her consent to comply with them.
13.2. In the event that any part of the terms, conditions or provisions contained herein shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions or provisions, as the case may be, which shall continue to be valid and enforceable to the extent permitted by law.
13.3. These Terms are binding upon and will inure to the benefit of the parties’ respective successors and assigns. Either Party shall be entitled to assign or transfer any or all of its rights and obligations under these Terms, provided the other Party’s prior written consent is obtained.
13.4. Any amendment to these Terms shall be in writing, signed by the Parties.
13.5. These Terms together with any fee or remuneration arrangement agreed by the Parties supersede all prior negotiations, communications, representations, agreements and understandings of the parties with respect to the subject matter hereof.
13.6. All notices given under these Terms shall be given in writing and delivered to the address of the relevant Party. Notices may be delivered by hand, by first class post, email or by facsimile. Notices shall be deemed delivered if by hand or by mail, when delivered; if by email or facsimile, the next working day after sending.
13.7. The parties confirm their intent not to confer any rights on any third parties by virtue of these Terms.
13.8. These Terms of Engagement will continue to be in force until terminated by either party at any time upon giving written notice to the other. Following termination, Expert will continue to be bound by his/her obligations as to maintaining confidentiality of information, communication with third parties and Client, and intellectual property.
14. Applicable law
14.1. These Terms are governed by effective laws of Gibraltar and the relevant provisions of Gibraltar’s Data Protection Regulation (‘Gibraltar GDPR’), which corresponds with EU law provisions; the Parties hereby submit to the exclusive jurisdiction of the Gibraltar courts”)