This Terms and Conditions (“Terms and Conditions”) are published by GRICAA Management Consultancy, a company incorporated under the laws of UAE and having its registered office at Suite 1702, Level 17, Boulevard Plaza Tower 1, Sheikh Mohammed Bin Rashid Boulevard, Downtown Dubai, Dubai, UAE (“Company”).The Principal Advisor (as defined hereunder) may accept these Terms and Conditions by checking the ‘I agree’ check box. Upon such confirmation, these Terms and Conditions come into effect and be held to be a valid agreement between the Company and the Principal Advisor.
The Portal name CXOEngage (“CXOEngage”) is owned by the Company (“Portal”). These Terms and Conditions entered into between the Company and the Principal Advisor, is in respect of the Principal Advisor providing his expert advice to its Clients (as defined hereinbelow) in the following areas but not limited to either strategy, marketing, human resources, financial advisory, governance, risk, compliance, internal audit or assurance advisory through its Portal (“Services”). These Terms and Conditions shall make the Principal Advisor a part of the Principal Advisory Panel.
1. Engagement and Services
1.1. The Principal Advisory Panel are groups of professionals and consultants in various industries and specialties who educate and share insights with financial and business leaders and other organizations and professionals (“Clients”). The Company provides opportunities for Principal Advisors to participate in different types of engagements such as advisory hour, face to face meetings, short term and long-term engagement, and board level appointments. Additionally, Principal Advisors may be eligible to participate in other activities and interactions through the Portal, such as:
1.1.1. receiving rewards for referring friends and colleagues to the Principal Advisory Panels;
1.1.2. opportunities to share and provide their IP and other syndicated content through KnowledgeQube, an online marketplace and/or third-party partner sites;
1.1.3. participating in discussions with other Principal Advisors and/or Clients; and
1.1.4. engaging in other networking and educational opportunities.
1.2.1. The Principal Advisor shall register themselves on the strategic advisory arm of the Portal, by incorporating their details in the form and paying a registration fees of USD 285/- (United States Two Hundred and Eighty-Five Dollars only). The registration of the Principal Advisor shall be valid for a period of 1 (one) year from the date of registering themselves on the Portal. The Principal Advisor shall renew their registration for the next year by paying the applicable registration fees for the said year.
1.2.2. Upon completion of the registration process on the Portal and upon completion of review by the Company and as agreed by the Principal Advisor, their profile shall be uploaded on the Portal.
1.2.3. By registering as a Principal Advisor, the Principal Advisor represents the following:
220.127.116.11. the details, as provided by the Principal Advisor and the qualification so mentioned at the time of registration are accurate.
18.104.22.168. all details of the Principal Advisor’s biographical information, including their current job status and employment history of up to two years are accurate and complete and shall be promptly updated in accordance with the information as it changes.
22.214.171.124. they have full power and capacity to enter into and perform its obligations under these Terms and Conditions and they have taken all necessary authorizations for the execution and performance of the Services as described in these Terms and Conditions.
126.96.36.199. they are not, at the time of registering, insolvent and know of no circumstance which would lead them to become insolvent.
1.2.4. The Principal Advisor agrees that the Company may, if it so chooses, verify the identity, conduct a background check of the Principal Advisor, including through a third-party service, seek to confirm the employment history and education credentials, as well as check for any criminal history. The Company may also seek to verify the accuracy of the invoices submitted by the Principal Advisor and further confirm the substance of the discussions with Clients. The Principal Advisor agrees to cooperate with the Company as it conducts background checks and other verifications.
1.2.5. It is clarified that most current government officials and government agency officials worldwide are ineligible to participate in this engagement. If the Principal Advisor is an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, 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, the Principal Advisor agrees not to discuss legislation, regulation, policy, contracts, or other business that they are in a position to vote upon or otherwise influence. Further, the Principal Advisor agrees to promptly notify the Company if the Principal Advisor 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.
1.2.6. In the event the Principal Advisors are, or have been in the past, accused of a felony or any offense involving dishonesty or deception, or sued for theft of corporate assets, fraud, breach of confidentiality or nondisclosure agreement, breach of fiduciary duty, or any similar action, they should promptly disclose that information to the Company by emailing [email protected]
1.3. Types of Engagement
1.3.1. Advisory Hour: Under such an engagement, the Principal Advisor shall provide their advice either through an internet call or through a telephone;
1.3.2. One on One Advisory Session: Under such an engagement, the Principal Advisor shall meet the Clients at a mutually agreed location;
1.3.3. Short Term Engagement: Under this engagement, the Principal Advisor undertakes an assignment on a short-term basis i.e. less than a period of 6 (six) months; and
1.3.4. Long Term Engagement: Under this engagement, the Principal Advisor undertakes an assignment on a contractual basis i.e. for a period of more than 1 (one) year.
1.4.1. In accordance with the needs and requirements of the Client, the Company shall through the search functionality of the Portal, facilitate the best fit of the Principal Advisor for such Client.
1.4.2. In the event the Client shall choose either a short-term engagement or the long-term engagement, the Portal shall facilitate the process of preliminary meeting or discussion or interview (either telephonic or personal) between the Client and the Principal Advisor. Further, the Company shall facilitate the formalization of a contractual agreement between the Client and the Principal Advisor.
1.4.3. It is clarified that the Company does not guarantee any minimum engagement for the Principal Advisor. All engagements are based on the power of the profile of the Principal Advisor and the gravitas exhibited therein including the interactions with the Client before the engagement.
2. Consultancy Fee
2.1. In consideration of the Services to be rendered hereunder, the Client shall pay the Principal Advisor a fee by depositing the same with the Company (“Consultancy Fee”). The Principal Advisor is free to decide and present their fees, as may be justified by their abilities, experience, projects run and delivered and class of competence. However, such Consultancy Fee must be reasonable in nature. The Principal Advisor shall provide their Consultancy Fees on their profile on the Portal of the Company. It is the responsibility of the Principal Advisor to always keep the Consultancy Fees up to date.
2.2. The Consultancy Fees should be reflected for the following
2.2.1. Hourly rate (for telephonic calls and one on one meetings);
2.2.2. Daily charge out rate; and
2.2.3. Monthly rate for long term engagement.
2.3. The Principal Advisor understands and agrees that the Company will mark up their fees by 20%, before publishing it on the Portal.
2.4. The Principal Advisor shall be paid out their Consultancy Fees on the Portal on a monthly pay-out basis.
2.5. In the event the Principal Advisor is engaged in either a short-term or a long-term engagement, the Client shall make the payment to the Company and such amounts shall be distributed to the Principal Advisor.
2.6. The Principal Advisor shall be responsible for providing their payment details on their profile page on the Portal and they shall further keep such information up-to-date. The Principal Advisor must at all times follow the Client’s policies which may relate to the manner the payment is made by the Company.
2.7. Payments will be based on the applicable rate as mentioned in the profile of the Principal Advisor upon the acceptance of an engagement, unless otherwise agreed in writing by the Company or as specified in the engagement invitation. For phone consultations the Principal Advisor shall be compensated for the agreed time spent on the phone with Clients (as recorded in the Company’s systems). If there is an understanding between the Principal Advisor and their current employer, that payments are to be remitted to the employer, then as long as such a relationship of the Principal Advisor exists with their employer or until their employer provides otherwise in writing, the payments shall be made to the employer of the Principal Advisor.
2.8. Any Principal Advisor that is from the United States of America may be required to confirm the status of the payment. Their contract for the same, shall be with, and they shall receive their payments from, GRICAA, Inc., a US entity. The Principal Advisor agrees that they are responsible for paying any applicable taxes in their jurisdiction on payments they receive from GRICAA Inc., in accordance with applicable law and, if applicable, they agree to provide GRICAA Inc. evidence of such tax payments upon GRICAA Inc.’s request.
2.9. In the event that a Client disputes the request for payment, or the quality of the Services provided by the Principal Advisor, the Company may withhold the payment to be made to the Principal Advisor, until such a dispute is resolved. The Principal Advisor agrees that in the event of any such payment dispute, the Company has the sole and final authority to resolve such dispute in the Company’s reasonable discretion, and the Principal Advisor agrees to be bound thereby. The Principal Advisor further understands and agree that the Principal Advisor has no right to payment for the Services to the extent that the Company reasonably determines that the Principal Advisor has violated the terms of these Terms and Conditions, including but not limited to providing incorrect information in the Principal Advisor’s profile on the Portal or, and to the extent the Principal Advisor has already received payment for the Services involving such violations, the Company shall have the right to recover such payments in full.
2.10. The participation of the Principal Advisor in an engagement shall be at the discretion of the Principal Advisor. The Company hereby makes no representation regarding the frequency, quantity, or type of invitations the Principal Advisor shall receive or in which the Principal Advisor will be chosen to participate. Unless otherwise agreed in writing by the Company or stated in any invitation, the Principal Advisor will be compensated only for the time the Principal Advisor spends interacting with Clients on Projects at the agreed rate. The Principal Advisor shall not be compensated for preparation time, wait time, or time set aside if an engagement with a Client does not occur. Further, the Principal Advisor shall not assign any engagement or delegate any portion of their Services to others (including without limitation to any other employees of their firm) without the Company’s prior written consent.
2.11. The Company will facilitate the formalization of the contractual agreement as per the agreed terms and conditions between the Principal Advisor and the Client. In order to provide transparency and ensure consistency of operations, the Company shall ensure that the contractual arrangement between the Client and the Principal Advisor shall be of a standard form. By agreeing to enter into this Agreement, the Principal Advisor agrees and confirms that any such contract shall be as per the standards of the Company and in a format to be prescribed by the Company.
3. Responsibilities and Obligations
3.1. The Principal Advisor shall at all times during their engagement with the Company, as per these Terms and Conditions:
3.1.1. Act in good faith, in a professional and workmanlike manner, to the best of their ability, and in accordance with all applicable laws and regulations;
3.1.2. Perform the Services with promptness and at a level of proficiency to be expected of a Principal Advisor with the background and experience that Principal Advisor has represented in their profile;
3.1.3. THE PRINCIPAL ADVISOR MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THESE TERMS AND CONDITIONS, OR THEIR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY; and
3.1.4. The Principal Advisor shall not, by act or omission, cause or permit the infringement, tarnishment, dilution or in general, prejudice to the Company’s reputation or to its ownership or rights in the Intellectual Property (as defined hereinbelow).
4.1. If the Principal Advisor is an employee or director of a company, such Principal Advisor shall not:
4.1.1. Discuss or disclose that company’s information (such as its performance, strategy, processes, operations, or internal metrics);
4.1.2. Accept or engage in any projects or Portal activities about that company, or
4.1.3. Consult for any Client which the Principal Advisor reasonably believes to be a direct competitor of that company;
4.2. If the Principal Advisor is an auditor or a former auditor, such Principal Advisor shall not consult about organizations that the Principal Advisor or their employer have currently audited or have audited in the last three years;
4.3. If the Principal Advisor has worked in the accounting or finance department of a company within the last year, such Principal Advisor shall not discuss accounting or financial issues relating to that company or its affiliates;
4.4. If the Principal Advisor is an employee or a director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connection with such tender offer, the Principal Advisor shall be obligated to decline all such project invitations until the commencement of such offering or while the tender offer process is ongoing;
4.5. If the Principal Advisor is a lawyer, the Principal Advisor will not give legal advice in connection with any project or Portal activity, and Principal Advisor shall not establish an attorney-client relationship with Clients through the Portal;
4.6. The Principal Advisor shall not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security;
4.7. The Principal Advisor shall not accept any compensation other than that provided by the Company for the work of the Principal Advisor, as performed by them for the Clients. In the event such compensation is offered by the Clients, the Principal Advisor shall obtain the express written consent of the Company;
4.8. The Principal Advisor shall not record or transcribe or permit any third party to join (except with prior consent from the Company), its consultations with the Clients;
4.9. The Company will, from time to time, inform the Principal Advisor of any additional rules that the Principal Advisor is required to observe and specific topics that they are not permitted to discuss. The Principal Advisor agrees to observe these rules and any limitations we place on what the Principal Advisor can discuss;
4.10. While the Company reserves the right to verify the representations independently the Principal Advisor shall be obligated to notify to the Company on immediate basis, if their status changes with respect to any of the representations provided;
4.11. If the Principal Advisor becomes concerned with the nature of any inquiry or an engagement by a Client, or a Client attempts to influence their decisions (e.g., influencing the decision of appointment or removal of the Principal Advisor’s vendors or disclosing any trading information, or informing the Principal Advisor of any product or services to use) in any way, or a Client is marketing products or services to the Principal Advisor, rather than seeking their advice for the stated purpose indicated prior to the engagement, then the Principal Advisor shall not continue their participation and notify the same to the Company immediately by emailing on [email protected] or calling the Company’s registered phone numbers. To encourage the Principal Advisor to err on the side of caution during their participation in the Principal Advisory Panel, it is stated that, in the event the Principal Advisor discontinues an engagement in order to comply with these Terms and Conditions and promptly notifies the Company, as described above, then such Principal Advisor may submit a payment request for the full time that they have set aside for the consultation. The Principal Advisor further agrees to cooperate fully in any Company inquiry concerning actual, alleged, or potential violations of the Terms and Conditions or any applicable law.
4.12. All interactions must be set up through the Company or its systems. The Principal Advisor is not permitted to share their contact information (either phone or email) directly with the Client without the written consent of the Company. If a Client contacts the Principal Advisor without having arranged the engagement through the Company, and the Principal Advisor consults with such Client, then the Principal Advisor shall not be eligible for payment from the Company, even if the call is a follow-up to a recent engagement that was arranged through the Company. Clients are not authorized to expand the scope of an engagement except with the written authorization of the Company.
4.13. Membership in the Principal Advisory Panels is non-exclusive, and there is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the Principal Advisory Panel, for Clients to whom the Principal Advisor is first introduced to through the Company, for a period of 1 (one) year from the most recent engagement with or introduction to such Client the Principal Advisor agrees not to knowingly solicit any engagement from or propose or agree to any kind of consulting, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, without the written permission of the Company. This provision does not prohibit you from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with the Company, the Principal Advisor also agrees not to knowingly solicit for employment any employee of the Company or any Clients to whom the Principal Advisor was first introduced due to the Principal Advisor status.
5. Communication with third parties
5.1. While performing the Services, the Principal Advisor shall not interact with any third party except with the written authorization of the Company. If authorized to do so, the Principal Advisor agrees to advise any third party with whom such Principal Advisor interacts that they are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers. Further, during these interactions the following conduct is strictly prohibited:
5.1.1. Presenting oneself under false pretences or pretexts;
5.1.2. Describing oneself as working for or on behalf of the Company;
5.1.3. Identifying the Client on whose behalf the Principal Advisor shall act (the Principal Advisor may disclose the type of client firm without identifying such Client by name);
5.1.4. Hiring or engaging such person as an agent, subcontractor, or consultant without the written consent of the Company and/or the Client;
5.1.5. Soliciting information that the Principal Advisor believes the person, if he/she were a Principal Advisor, could not disclose under these Terms and Conditions; and
5.1.6. Offering, giving, or attempting to give anything of value to anyone without the consent of the Company and/or the Client.
6. Representations and Warranties
6.1. The Principal Advisor represents and warrants to the Company that:
6.1.1. They have not been convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
6.1.2. Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), Financial Services Regulatory Authority (FSRA), or any other regulatory authority in the applicable jurisdiction relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices;
6.1.3. They have not been named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
6.1.4. The Principal Advisor confirms that they are not prohibited or limited in any way from participating in the Principal Advisory Panel by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent the Principal Advisors ability to consult is limited in any way, the Principal Advisor confirms that they have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which the Principal Advisor have consulted, or any affiliated academic or government organization) to participate as a Principal Advisor. It is the responsibility of the Principal Advisor to determine whether they are permitted to join the Principal Advisory Panel.
6.1.5. The Principal Advisor acknowledges that they are aware of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Spain II, as well as other applicable anti-corruption/anti-bribery laws in general and commit themselves to abide by such laws. Therefore, when performing work on behalf of the Company or its Clients, the Principal Advisor shall not accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person;
188.8.131.52. for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to:
184.108.40.206.1. an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or
220.127.116.11.2. any political party, party official, or political candidate;
18.104.22.168. for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust;
22.214.171.124. to improperly induce any person to provide the Principal Advisor with information;
6.1.6. Any materials, regardless of format, that are submitted by the Principal Advisor or uploaded on the Portal, or otherwise provided to a Client or to the Company, whether orally or in writing, (collectively, “Content”) shall be the intellectual property of the Principal Advisor or has been obtained by taking any and all necessary permissions or licenses for such Content. The Principal Advisor further represents and warrants that they shall be responsible for such Content, and agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms and Conditions.
6.2. Post Engagement Attestation
6.2.1. The Principal Advisor acknowledges that the Company and/or Client may require them to attest to their compliance with these Terms and Conditions and certain other additional terms and compliance policies after the completion of the engagement, including confirmation that during the engagement the Principal Advisor has:
126.96.36.199. not disclosed to the Client any confidential, including material non-public, information, or any information obtained under a duty of trust, or unlawfully or inappropriately;
188.8.131.52. not breached any obligation to a third party, including an employer or former employer;
184.108.40.206. complied with, and will continue to comply with, the Terms and Conditions of Principal Advisory Panel membership and the Company’s compliance policies and procedures; and
220.127.116.11. not used, or disclosed to third parties, any information that the Principal Advisor has obtained from the Client.
6.2.2. The Principal Advisor agrees to immediately notify the Company if they believe that there has been a violation of these requirements by emailing on [email protected] or calling on the registered phone numbers of the company. The Principal Advisor further agrees that by invoicing the Company for any engagement, they are attesting to the above conditions related to such engagement.
7. Work Product and License
7.1. "Work Product" shall mean all work product generated by the Principal Advisor solely or jointly with others in the performance of the Services, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.
7.2. In the event that Principal Advisor integrates any work that was previously created by the Principal Advisor into any Work Product, the such Principal Advisor shall grant to, and the Company is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any manner that Company's deems appropriate. The Principal Advisor warrants that it shall not knowingly incorporate into any Work Product any material that would infringe any intellectual property rights of any third party.
7.3. The Principal Advisor agrees that any content relating to the engagement shall be solely owned by the Client (“Service Content”). The Principal Advisor further agrees to cooperate with and sign all documents reasonably requested by the Client to enable Client to secure, register and enforce in the U.S., U.A.E. and any foreign countries, copyrights in all works owned by or assigned to Client. Client may use such content for any purpose permitted under that Client’s agreement with the Company, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by the Company and the Client. Content that has been created independently of, or prior to, any engagement (“Retained Content”) remains the property of the Principal Advisor and the Principal Advisor shall retain all rights, title, and interest in and to such Retained Content; however, the Principal Advisor may grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content incorporated into any engagement. It is clarified that the cost of such assignment shall be borne by the Client. Without limiting the foregoing, the Principal Advisor agrees that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content that the Principal Advisor transmits to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information created by the Principal Advisor for a Client in the course of an engagement, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client.
8. Types of Content
8.1. Syndicated Content: The Principal Advisor shall retain ownership to any Content that has been submitted by the Principal Advisor for sale or license to Clients other than in connection with an engagement (“Syndicated Content”). However, the Principal Advisor provides the Company a limited, free and perpetual license to market, promote and sell such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers (including through third party partner websites), and to process Syndicated Content for use with the Company’s automated search and suggestion systems.
8.2. Company Publications: Content that shall be submitted by the Principal Advisor for publication by the Company (“Publications”), other than Syndicated Content, shall be owned by the Company and the Principal Advisor shall retain no license to use such content unless otherwise provided by the Company the terms of such Publication.
8.3. Recordings/Transcriptions: The Company may invite the Principal Advisor to participate in an engagement for which the image and/or voice of the Principal Advisor may be recorded and/or transcribed (“Company Recordings”) by the Company or its agents, such as at a live meeting, webcast, conference call, conference, interview, or other event. The Company agrees, notwithstanding anything else in these Terms and Conditions, that the Company (or if applicable, the Client who records their engagement as facilitated by the Company) owns the Company Recordings and has the exclusive right to attribute the Company Recordings to the Principal Advisor and to use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display the such Company Recordings, in whole or in part, in original form or as edited or modified by the Company, in all languages and forms, for any commercial or non-commercial purpose unless otherwise agreed in writing.
8.4. Content License: For all Content other than Service Content, Retained Content, Syndicated Content, and Company Recordings, the Principal Advisor grants the Company a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such content, in whole or in part, in original form or as edited or modified by the Company, in all languages and forms, for any commercial or non-commercial purpose unless otherwise agreed in writing.
8.5. Content Release and Indemnification: The Principal Advisor additionally releases the Company, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with its Content. Further, they agree to indemnify, defend, and hold harmless the Company and its Clients from and against any third-party claim that their Content or the use of their Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.
9. Confidential Information
9.1. The term “Confidential Information” shall mean the Work Product and any and all information relating to the Clients such as their names, projects or businesses, potential trading investment or information, material and information provided by the Client to the Principal Advisor and any other non-public or proprietary document; and Company's business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by the Company either directly or indirectly in writing, orally or visually, to the Principal Advisor. The following should be considered strictly confidential:
9.1.1. The identity of the Clients (e.g., do not list Clients on your resume, website, or any business networking profile);
9.1.2. Information about the engagements, including any engagement invites and lists to which the Principal Advisor has been granted access;
9.1.3. Information about any actual or potential business, investment or trading decisions, or transactions of any Client;
9.1.4. Materials and information provided to the Principal Advisor by the Client;
9.1.5. All work product generated by the Principal Advisor solely or jointly with others in the performance of the engagement, including, but not limited to, any and all information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets;
9.1.6. The business of the Company, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by the Company either directly or indirectly in writing, orally or visually, to the Principal Advisor;
9.1.7. Any information that is otherwise prohibited from being disclosed under applicable law or which might result in the Principal Advisor breaching any regulatory, legal, ethical, or professional standard or rule; or
9.1.8. Any other non-public or proprietary information of the Company or its Clients (collectively, “Restricted Information”). If the Principal Advisor is compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, then such Principal Advisor shall promptly notify the Company, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with the Company in protecting such information to the extent possible under applicable law. Upon request by the Company or the applicable Client, the Principal Advisor shall agree to return or destroy all Restricted Information in their possession.
9.2. Confidential Information does not include information which:
9.2.1. is in or comes into the public domain without breach of this Agreement by the Principal Advisor;
9.2.2. was in the possession of the Principal Advisor prior to receipt from the Company and was not acquired by the Principal Advisor from the Company under an obligation of confidentiality or non-use;
9.2.3. is acquired by the Principal Advisor from a third party not under an obligation of confidentiality or non-use to the Company;
9.2.4. is independently developed by the Principal Advisor without use of any Confidential Information of the Company;
9.2.5. Material, non-public information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;
9.2.6. Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom the Principal Advisor has consulted, or any other third party;
9.2.7. Information that the Principal Advisor has - a duty to or has agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
9.2.8. Information that was disclosed to the Principal Advisor or to which you were permitted access under the assumption or expectation that you keep it confidential; and
9.2.9. Information the Principal Advisor believes to be confidential.
9.3. Unless otherwise agreed to in advance and in writing by the Company and the Client, if required, the Principal Advisor will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party.
9.4. Upon the Company's request, the Principal Advisor will deliver to the Company, all of Company's or the Client’s property or Confidential Information in tangible form that the Principal Advisor may have in its possession or control. The Principal Advisor may retain one copy of the Confidential Information in its legal files.
9.5. Notwithstanding the foregoing, if and only to the extent necessary, the Principal Advisor may disclose the general topic and Client description to secure any required third-party consent to their participation in the Principal Advisory Panel or in an engagement prior to accepting an invitation for that engagement.
9.6. Some engagements may be collaborative in nature and may involve working with other Principal Advisors. In such an event, the Principal Advisor owes the same duty of non-disclosure to such other Principal Advisor as they would, to any Client under these Terms and Conditions. Additionally, if during the course of the engagement, the Principal Advisor is first introduced to other Principal Advisors, then in no event shall you, either directly or indirectly, solicit those Principal Advisors for projects or other engagements outside of the Company, without the prior written consent of the Company.
10. Data Protection
10.2.1. The collection and creation of personal data by, or on behalf of, the Company;
10.2.2. The categories of personal data processed;
10.2.3. The lawful basis for such processing;
10.2.4. The purposes of such processing;
10.2.5. The disclosure of personal data to third parties (including processors);
10.2.6. The international transfer of personal data;
10.2.7. The data security measures applied by the Company;
10.2.8. Company’s compliance with the principles of data accuracy, data retention and data minimization;
10.2.9. The rights of data subjects;
10.2.10. Contact details for enquiries and the exercise of data protection rights; and
10.2.11. Related information.
10.6. It is clarified that the Clients may be required, by law or their own compliance policies, to disclose certain details of their interactions with the Principal Advisor, including the name and the amount paid to the Principal Advisor (“Required Client Disclosures”). In furtherance with the same, the Principal Advisor authorizes the Clients, or the Company on their behalf, to make Required Client Disclosures and the Principal Advisor agrees to provide any additional information necessary to complete any Required Client Disclosures.
11. Team Work
11.1. The Client may at its discretion appoint more than one Principal Advisor. In such a scenario, all such Principal Advisors shall work amicably with each and shall endeavour to provide their Services to the Client in the best manner possible. The Principal Advisors shall at no point during their engagement:
11.1.1. have any conflict with the other Principal Advisor. In the event the recommendations provided by the Principal Advisors are different, it shall be up to the Client whether to follow the recommendations;
11.1.2. make any defamatory, derogatory remarks against the other Principal Advisors.
12.1. Subject to the Principal Advisor’s obligation to complete the Services for which they have been engaged, the Principal Advisor has the right to withdraw from this at any time upon notice to the Company, and the Company has the unlimited right to terminate this engagement at any time and for any reason.
13. Consequences of Termination
13.1. Upon the termination of the Services provided by the Principal Advisor, the Principal Advisor shall:
13.1.1. Forthwith cease the use of all Confidential Information and all Intellectual Property, if any which belongs or may belong to the Company and/or the Client under these Terms and Conditions, including but not limited to copyright in any written material, plans, patents, designs or other works, know how, technical or other information or expertise, and shall, at the request of the Company and/or the Client, forthwith return to the Company and/or the Client, or otherwise dispose of as the Company and/or the Client may instruct, all Confidential Information and other documents, papers and materials whatsoever provided to the Principal Advisor. The Principal Advisor shall provide a declaration/undertaking in writing to the Company, stating that all Confidential Information has been returned or otherwise disposed of as instructed by the Company and/or the Client.
13.1.2. The Principal Advisor, will promptly deliver to the Company and/or the Client all documents, document drafts, work papers, notes, drawings and charts of any description produced by the Principal Advisor in the course of providing the Services hereunder;
13.1.3. The termination of the Services shall not affect the obligations of the Principal Advisor, hereto accrued prior to such termination;
13.1.4. Be paid any undisputed Consultancy Fee by the Company; and
13.1.5. All clauses of these Terms and Conditions, including this clause, which are express, or which by implication are intended to survive the termination of these Terms and Conditions shall so survive and continue in full force and effect notwithstanding the termination of the Services.
14.1. During the subsistence of these Terms and Conditions and for a period of 2 (two) years after such subsistence, the Principal Advisor shall not engage in any business or any other activities which are, directly or indirectly, competitive with the business activities of the Company's without obtaining the prior written consent of the Company.
14.2. The Principal Advisor agrees that for a period of 1 (one) year after the subsistence of these Terms and Conditions, the Principal Advisor shall not:
14.2.1. Divert or attempt to divert from the Company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers, or
14.2.2. Employ, solicit for employment, or recommend for employment any person employed by the Company's, during the subsistence of this and for a period of 1 (one) year thereafter
14.3. The principal Advisor agrees and understands that the Company is a market place to connect the Principal Advisor with potential clients and in the event of an engagement, the Principal Advisor agrees to indemnify and keep indemnified and hold the Company and/or its officers, directors, employees, parent companies, subsidiaries, affiliates or representatives and Clients fully and effectively harmless, from and against any and all, either direct or indirect, losses, penalties, judgements, suits, costs, including legal costs, claims, actions, liabilities, assessments, damages and expenses incurred by or asserted against the Company and/ or their affiliates as a result of, relating to or arising from this engagement and the Services, inter alia, out of a breach or non-performance by the Principal Advisor of any warranties, undertakings, obligations or representations given by themselves, whether express or implied.
14.4. It is hereby clarified that the Company shall not be liable for any indirect, special and / or consequential damages arising out of this arrangement. Notwithstanding any provision set forth herein, the maximum aggregate proven liability of the Company towards the Principal Advisor shall not exceed the aggregate amount of the contractual arrangement. In the event that any of the provisions of this Terms and Conditions are held to be invalid or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Terms and Conditions.
14.5. The Principal Advisor shall reimburse the Company, for all costs and damages incurred or suffered by the Company while defending the Client in respect of defending any suit, claims or proceeding including without limitation all legal fees, costs of such defence and attorney’s fees while defending. In the event that the Company is required to proceed for compounding or other such proceeding and is required pursuant thereto to pay any fines or other amounts, the same shall be covered under the indemnity obligations of the Principal Advisor under these Terms and Conditions.
14.6. The Principal Advisor acknowledges and agrees to the following:
14.6.1. They are a non-agent independent contractor of the Company and nothing in these Terms and Conditions shall be construed as creation of a joint venture, partnership, principal – agent or employer – employee relationship between the Principal Advisor and the Company;
14.6.2. They have no authority to act on behalf of the Company;
14.6.3. They are not eligible for any Company or Client employment benefits based on the participation in the Principal Advisory Panel;
14.6.4. They shall not identify any Client or Company as their employer;
14.6.5. They are joining the Principal Advisory Panel in their individual capacity and not as a representative or on behalf of any other entity (such as past or present employers), except as otherwise agreed in writing between such entity and the Company; and
14.6.6. The Company, in its sole discretion, may determine their eligibility for membership in the Principal Advisory Panel.
14.7. Under no circumstances, shall the Principal Advisor be allowed to assign any of their rights, responsibilities and obligations under these Terms and Conditions to any third party.
14.8. The Principal Advisor hereby confirm and agree that the Company has the right to make any kinds of changes / modifications / alterations, including insertions and deletions to the Terms and Conditions herein, by way of an email.
14.9. This arrangement shall be governed by and construed in accordance with the laws of the defendant’s country and in the event of any dispute between the Parties, the Courts of the defendant’s country shall have exclusive jurisdiction to the exclusion of all other courts.
In the event the Principal Advisor is facing any problems and/or have any queries in relation to these Terms and Conditions and our arrangement, please get in touch with our single point of contact (“SPOC”). The SPOC shall be available at [email protected] on all working days.