Terms & Conditions

Terms and Conditions of ExpertConnect and Council of Experts

Updated as of April 1, 2022

Thank you for joining ExpertConnect’s Council of Experts (CoE). The following agreement is between you and ExpertConnect India (ExpertConnect). This agreement you are about to enter sets forth the Terms and Conditions of your consulting relationship and pertains to your role as an expert with ExpertConnect. These supersede all prior Terms and Conditions between ExpertConnect and Experts. By submitting your application form to CoE or verifying your acceptance of these Terms via the ExpertConnect website, you agree to be an Expert in ExpertConnect and bound by these Terms and Conditions, and all future amendments thereto.

This is a legally binding agreement, and you affirm that you have attained the age of competency to enter into a legal contract in accordance with the laws of your country of residence. As a CoE member, you are a non-agent independent contractor of ExpertConnect. You acknowledge that you shall not act on behalf of ExpertConnect in any fiduciary capacity nor have any authority to act on behalf of ExpertConnect.

These Terms and Conditions describe the relationship between Experts and CoE, the means of interaction with ExpertConnect’s customers (“Clients”), payment to Experts, and the protection of material works and data privacy. These Terms are also intended to satisfy all parties that our activities, as well as those of our Experts and Clients, will be carried out in accordance with applicable laws and appropriate standards of professional conduct. The Expert is expected to read and abide by all the provisions of these Terms and Conditions; with special regard to all the policies under the heading “Project Policies” as it addresses important areas including protection of confidential corporate information and financial industry regulations restricting the disclosure of material non-public information. In certain circumstances, it is also possible that the Client may require you to abide by their compliance policies or adopt additional terms before participating in an Assignment for them. You will have the opportunity to review any such additional terms and choose whether to participate at the appropriate time.

Background

ExpertConnect’s Council of Experts (CoE) is a network of industry experts in and across sectors and countries that includes business professionals, consultants, academics, researchers, and regulatory observers. ExpertConnect provides CoE members the opportunity to provide paid consulting services to clients of ExpertConnect. ExpertConnect’s clients include investment managers, corporations, law firms, consultancies and other organizations (individually Client, collectively Clients). Based on our Clients’ needs, ExpertConnect will contact a relevant Expert to ascertain whether such Expert is well suited to a consulting project (“Project”). Projects most often are conducted through telephonic conversations with Clients and in some cases, in-person meetings are arranged depending on the availability of the Expert.

Client dinners, Discussion groups, Seminars, Roundtables, Master Class, Conferences Written reports, research findings, collaboratively written documents with multiple Experts may also take place on some occassions.

Membership Policies

You are free to accept or decline any projects in your sole discretion. You are expected to accept or decline a project within three (3) business days and to adhere to the schedule you establish with us. You are never under any obligation to accept a project. You should accept projects only on topics (i) that do not present a conflict of interest; (ii) you are permitted to discuss, under applicable law and any contractual obligations (including employment) applicable to you; and (iii) about which you are knowledgeable. If you are not sure about your ability to comply with these Terms, you must decline to join CoE. You will also 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 in connection with a Project; You also agree that if you are a doctor, you may not give medical advice; if you are an auditor, you may not consult about organizations that you currently audit or you have audited in the last 3 years; if you are a lawyer, you will not give legal advice. If you become concerned with the nature of any inquiry by a Client, you must discontinue your participation and notify us immediately by emailing compliance@expertconnect.in.

You represent that you have completed the CoE Tutorial in the current calendar year.

You represent you are permitted to join CoE and have obtained all necessary consents or waivers to participate as a Expert. If you are employed, your employer’s policies may limit your ability to engage in outside consulting. Similarly, if you have consulting arrangements, these may limit your ability to consult through CoE.

For example, prior to joining the CoE you must review any employment agreements, employee manuals, codes of conduct, consulting agreements and other similar policies and agreements to ensure you are able to participate in CoE. You should also consider contacting appropriate persons within any firm you have consulted for or your organization to confirm that your participation is permissible and to receive any consents required. It is your responsibility to determine whether it is appropriate for you to join CoE.

You agree that you are not eligible for any Client employment benefits based on your participation in the CoE and you shall not identify any Client or ExpertConnect as your employer. You agree that you are joining the CoE in your individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between such organization and ExpertConnect. If you are unsure about your ability to comply with these Terms & Conditions, then you must decline to participate.

You represent that you have completed the CoE Tutorial in the current calendar year.

You must decline, or discontinue participation in, any project that would result in a violation of applicable law or your obligations to past or present employers or other third parties, or that presents a conflict of interest.

While there may be many limitations on the scope of your participation and subjects you may discuss depending upon your particular circumstances, you specifically agree that at a minimum you shall not do any of the following at any time in connection with a Project, or otherwise in connection with your participation in CoE:

Disclose material, nonpublic information about a public company;
Disclose confidential information about, or belonging to, past or present employers;
Disclose information that you have a duty or have agreed to keep confidential (e.g., by agreement, fiduciary duty, etc.);
Disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential;
Disclose any trade secrets or other proprietary information not owned solely by you;
Consult for Clients you reasonably believe to be competitors of the company that employs you or on whose board of directors you serve;
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;
Breach an applicable regulatory or professional standard or guideline; or
Disclose any information that you are otherwise prohibited from disclosing under applicable law.

Communication with non-CoE members

If you speak with a person who is not in the CoE in connection with any Project, you agree:

not to describe yourself as working for or on behalf of ExpertConnect
to disclose to such person that you are acting on behalf of a Client (you may disclose the type of client firm without identifying such Client by name);
not to present yourself under false pretenses or pretexts;
to advise such person that you are not seeking, and do not want, any confidential information, including material non-public information;
to advise such person that he/she must comply with his/her existing obligations to any third parties, including past or present employers;
not to pay, give anything of value to, or otherwise compensate (or promise to do any of the foregoing) an employee or agent of a public international organization (e.g., WHO, World Bank, United Nations, etc.) or government owned/controlled organization, or a government official or government agency official, or a member of a political party, or a candidate; not to pay, give anything of value to, or otherwise compensate such person (or promise to do any of the foregoing) to provide you with information, or to cause such person to cease acting in good faith, impartially, or in accordance with a position of trust;
not to solicit information that you believe the person, if he/she were a CoE, could not disclose under these Terms & Conditions.

Assignments, Acceptance and Scope of Projects

An Expert will be contacted by phone, sms or e-mail whenever ExpertConnect believes that there is a potential match between a Client’s research interests and the Expert’s profile. ExpertConnect will conduct a brief screening call with the Expert about the Assignment prior to determining whether the Expert will be recommended to the Client. This screening call is not counted as part of a paid Project. After the screening calls with Experts, ExpertConnect will send the names of the most relevant Experts to the Client, after which the Expert will be notified about the Client’s interest in speaking with him or her.

Experts who are requested to participate in an Assignment should accept or decline within 48 hours. One-on-one Project consulatations should be scheduled at a mutually convenient time with the Client within five business days. All Projects you provide should be performed in a prompt, focused, and professional manner.

All Consultations between Experts and Client must be coordinated through ExpertConnect. If a Client contacts you directly, please inform ExpertConnect immediately and we will confirm the Project for you and the Client. We may indicate that you can schedule the Project time independently with the Client, as long as ExpertConnect is aware of the activity and it is logged in the Extranet.

Please note that Experts are paid only for the time that they speak with the Client. Only if the Client explicitly requests the Expert (via ExpertConnect) to spend a certain amount of time on research or preparation or any other work outside the scope of the Assignment, and that approval is documented in an email, then ExpertConnect will reimburse the Expert for that time.

You have no minimum time commitment to ExpertConnect unless otherwise agreed to, and may engage in any employment or other consulting you wish. Experts are never obligated to accept an Assignment, and ExpertConnect does not guarantee a particular number or frequency of Assignments. You agree that you may be declared ineligible for certain Assignments as a result of any amendment or revision to our Terms and Conditions or other policies/regulations followed by ExpertConnect.

Profile Completion

You agree to provide CoE with accurate and complete biographical information, including your current job status and all prior employment. CoE or its Clients may ask you for other information about yourself, including your ability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your Member Profile, is your CoE Member Information. You are solely responsible for your CoE Member Information. While ExpertConnect may revise CoE Member Information on your behalf based upon information provided by you or others, you have a duty to monitor and ensure the accuracy of your CoE Member Information. You agree not to accept any Project or consult with any Client unless your Member Information is accurate, complete and current. You will be responsible for all activities occurring under your username and for keeping your password secure. You should not share your account information with anyone other than your authorized representatives. You agree to immediately notify ExpertConnect of any unauthorized use of your password or account or any other breach of security. ExpertConnect cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Communication

As an expert, you agree to be contacted through any of the phone numbers, email addresses, or other methods for which you provide contact information in your profile. We will from time to time ExpertConnect may sms and/or regarding open Projects in their sector(s) of Expertise even if there is not apparently direct relevance, in case you may have Expertise that has not been documented in your profile or know of relevant colleagues (and you wish to receive a referral fee if your colleague is used on an Project).

Independent Contractor

You acknowledge that you are an independent contractor, and not an employee of ExpertConnect, and, as a result, you agree to comply with all applicable tax withholding and/or reporting obligations arising from any payments made to you. You agree that you shall be personally responsible for any and all taxes and other payments due on payments received by you hereunder. You acknowledge that you are not representing the views of ExpertConnect/CoE or acting on behalf of your current employer in your Projects with Clients.

If you establish contact with a third party in connection with any Project, you must disclose to such person that you are acting on your own behalf or on behalf of a Client, in which case, you may not disclose the identity of the Client or provide reimbursement of any kind to such third party for any information given by that third party.

Termination of Membership

You may terminate your membership as an Expert at any time by notifying ExpertConnect by email. ExpertConnect reserves the right to terminate your CoE membership at any time for any reason.

Payment to COE members

If applicable, each CoE Member is free to establish his or her hourly rate as documented in your profile. In order to receive payment, you must login to ExpertConnect’s secure website and specify the fee. You can expect to receive payment by mail within five to seven working days of having shared the payment related information about completion of a consultation.ExpertConnect will not accept any faxed or mailed invoices.

You will be compensated only for the time spent on a call or in-person with a ExpertConnect client. Unless you have received prior authorization from ExpertConnect, you will not be compensated for any research in preparation of or in follow-up to a project. ExpertConnect Clients cannot authorize such additional work.

Experts will not disclose their rate of pay to Clients at any time. We will use commercially reasonable efforts to pay you in the currency of choice. At minimum, we guarantee payment in Rupees or US dollars by check depending on your legal domicile status. However, ExpertConnect reserves the right to withhold payment if there is an active inquiry regarding possible breach of these Terms and Conditions by you during a particular Project, until such time the inquiry is closed.

ExpertConnect will reimburse for travel time and costs, involved for a project, only when approved in advance and in writing. ExpertConnect is not responsible for extraordinary time and expenses related to travel/stay that may be incurred by the Expert during a Project due to any unforeseen contingency, such as unexpected severe weather, substantial delays, or accidents in transportation, personal health issues, or property theft.

ExpertConnect can accommodate an alternative payment method preferred by the Expert or set forth by an Expert’s employer including direct payment to the Expert’s institution, joint payment to the Expert and his or her employer, or payment to a charity of the Expert’s choice, provided the charity is registered with the appropriate authorities. You agree that you will be liable for any and all fees and charges that may be incurred for processing any payment to you by ExpertConnect.

If the circumstances so require, we may ask you, at a later stage, to provide your tax identification number (example PAN number or social security number for individuals or EIN number for businesses in the United States) for the payment process as well as for security reasons.

Insider Trading and Conflict of Interest

While there may be many limitations on the scope of your participation and subjects you may discuss depending upon your particular circumstances, you specifically agree that at a minimum you shall not do any of the following at any time in connection with a Project or otherwise in connection with your participation with CoE.

Disclose material, nonpublic information about a public company;
Disclose information that you have a duty or have agreed to keep confidential(e.g., by agreement, employer policy, fiduciary duty, etc.);
Disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential;
Participate in any Project if doing so would violate applicable law or any agreement with — or other obligation to — any person, employer, former employer or other entity;
Disclose any trade secrets or other proprietary information not owned solely by you;
Consult for Clients you reasonably believe to be competitors of the company that employs you or on whose board of directors you serve; or
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.

You further agree that

If you have worked as an officer, director and director of a public company within the last six months you will decline to participate in Projects relating to that company and its affiliates.
if you are an employee or director of a company, you will decline to participate in Projects the topic of which is that company, and that you will not discuss or disclose information about that company, such as its performance, strategy, or products, without the express written consent of the company;
if you are an auditor or former auditor, you will not consult about organizations that you currently audit or have audited in the last three years;
if you have worked in the accounting or finance department of a company within the last six months, you will not discuss accounting or financial issues relating to that company or its affiliates;
if you are a director, officer or other employee of an entity issuing securities in an initial public offering (IPO), you will decline all Project invitations until the commencement of such offering;
if you are a director, officer or other employee of an entity that has made or is the subject of a tender offer, or you are at an entity that has acted on behalf of such a company in connection with such tender offer, you will decline all Project invitations while the tender offer process is taking place;
if you are a lawyer, you will not give legal advice in connection with a Project and do not establish an attorney-client relationship with Clients through Projects and
If you are a healthcare professional or have another role in a clinical trial, you agree that you will not discuss trial results or patient experience until such information has been made public;
If you are one of the few Expert who are an employee or agent of a public international organization (e.g., WHO, World Bank, United Nations, etc.) or government owned/controlled organization or are a government official or government agency official, member of party, or candidate, whether in the U.S. or elsewhere, you will not discuss legislation, regulation, policy, contracts or other business that you are in a position to vote upon or otherwise influence. You further represent that you have not been included on the Excluded Parties List System maintained by the U.S. General Services Administration or the Specially Designated Nationals list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or any other similar list, domestic or foreign, and if your status shall change with respect to this representation, you shall immediately notify ExpertConnect of such event. If you become concerned with the nature of any inquiry or Project by a Client, you must discontinue your participation.
To encourage you to err on the side of caution during your participation in the CoE, you may submit a payment request for the full time you set aside for any Project you discontinue for the purpose of complying with these Terms & Conditions or your other obligations.

Misrepresentation

You represent that you will not impersonate any person or entity, or falsely state/misrepresent your affiliation with any person or entity, past or present including, but not limited to, misrepresenting your current or previous positions and qualifications. You agree that you will not publish or provide information that is inaccurate or distorted.

Personal Benefit

You will not use any information you obtain about the Client including confidential information; business, financial, or trading information; for your personal or corporate benefit, or for the benefit of your family or acquaintances.

Confidentiality

For purposes hereof, “Confidential Information” means all information pertaining to ExpertConnect, its business, and its clients including the names of such clients, employee names and projects for such clients.

Confidential Information shall not include information which (a) is or becomes publicly known without violation of this Agreement; (b) you show, through written records, was rightfully known by you without violation of any restriction; or (c) you are legally obligated to disclose, provided, however, that prior to any such obligated disclosure, you shall give us reasonable advance notice of such disclosure and shall cooperate with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.

You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall not use any Confidential Information for your own benefit or any third party. The obligations of this Section with respect to any item of Confidential Information or with respect to any discussions or agreements between the parties shall survive any termination or expiration of this Agreement.

You are welcome to publicize that you are a member of CoE.

Information & Content Ownership

To the extent a Client selects you for a Project, any Content that you produce for the Client or that you produce in connection with such Project will be owned by the Client as a work for hire under applicable law, and may be used by such Client for any purpose permitted under that Clients agreement with ExpertConnect, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by ExpertConnect and the Client in advance of a Project.

Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any communication or Content you transmit 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 you provide to a Client in the course of a Project, and all intellectual property rights therein, shall be owned entirely by and shall be proprietary to the Client.

All other materials you have created outside an explicit Client/ExpertConnect request remain your exclusive property. However, Experts may not directly communicate any written materials to the Client unless ExpertConnect has been notified in writing or unless ExpertConnect (on behalf of the Client) has instructed the Expert to provide such information to the Client.

Content License

For any Content that you submit to ExpertConnect other than in connection with a Project for a Client, including but not limited to News submissions and presentation materials for ExpertConnect/CoE seminars, roundtables, conferences and master classes, you retain ownership but grant ExpertConnect 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 ExpertConnect, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.

Events

You agree that ExpertConnect shall have the right to make and retain an audio, video or other recording of your participation in any CoE seminars, roundtables, conferences and master classes (collectively, Recordings), and attribute that Recording to you,. You further agree that ExpertConnect shall have the exclusive right to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Recordings, in whole or in part, in original form or as edited or modified by ExpertConnect, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.

CoE News

ExpertConnect may in its sole discretion compensate CoE Members for submissions of News but has no obligation to do so.

Non-Compete and Non-Solicitation

You agree not to knowingly solicit Assignments directly from or propose directly any kind of consulting relationship to an Introduced Client without written permission of ExpertConnect, until one year of your last assignment with that Client or your initial introduction to that Client through ExpertConnect, whichever was later. An Introduced Client is a Client with whom you did not have a significant meeting or phone call about an Assignment or other business relationship within the three years immediately prior to ExpertConnect first introducing the Client to you. You agree that if the Client seeks to hire you for direct employment based on interactions between the Client and you and the Client contacts you, you will notify ExpertConnect immediately. In these cases, ExpertConnect may have in place a recruiter’s fee charged to the Client, via Client contract, should this occur.

You also agree not to knowingly solicit for employment any employee of ExpertConnect or any Client with whom you have completed an Assignment until one year of your termination of membership in CoE.

Restriction on Consultation

If any company informs us of their restrictive guidelines with regard to their employees providing outside Consultation, we intend to abide by it if that request is made by an authorized company representative. You agree to abide by such restrictions if ExpertConnect notifies you that your employer has placed such a restriction on your capacity to consult.

Privacy Policy

Clients are also not permitted to publicly divulge the name, opinions, or Assignment-related work product of an Expert without the Expert’s written permission. ExpertConnect may share information about you (including personal information, work history, experience, education, and the like) with our Clients (i) for Consultations, Assignments or other opportunities as described under the scope of this Agreement By registering at CoE, your information becomes part of our database which is shared with our Clients. If you do not wish to share your information, you should not register or submit content to our website. ExpertConnect reserves the right to summarize information about your expertise, altered to keep your name, and all contact information confidential, in our marketing materials, unless you explicitly request otherwise via your profile preferences. ExpertConnect also reserves the right to perform background verification to confirm the biographical details presented by you. Regardless of your residence or nationality, you permit ExpertConnect to store data about you on computer servers in a country different than your own and you agree that your data may be accessed / processed by our staff located at our affiliates and subsidiaries worldwide for the purposes as agreed by you under these Terms and Conditions.

Expert’s Responsibilities

General Liability

ExpertConnect does not participate in the Consultations between Clients and Experts, and is not responsible for the matters discussed therein. You will be expected to comply in good faith with all the provisions in these Terms and Conditions, as well as any other relevant laws, regulations, and obligations outside the scope of these Terms and Conditions. If you are concerned about conflicts with any laws, regulations, or obligations in any Consultation, you should terminate that Consultation and notify ExpertConnect immediately. You are solely responsible for your actions.

Notification of Legal or Professional Investigations

If an Expert has committed a felony, this should be communicated to ExpertConnect in writing prior to accepting an Assignment. Notification before an Assignment also is required about any substantial business-related investigation involving the Expert which might reasonably affect the Client’s decision to interact with him or her. This includes but is not limited to the possible removal of the Expert from a certifying body or certification status for his or her profession.

Violation of Policies

Violation by the Expert of ExpertConnect’s Terms and Conditions or any applicable laws governing the Expert may, without limitation, result in immediate termination of this Agreement. In addition, the Expert shall be solely liable for any legal consequences arising therefrom. ExpertConnect reserves the right to initiate legal proceedings against the Expert.

Right to Injunction/Limitation on Liability

In the event that you, as a CoE Member, breach, or threaten to breach, any of the promises in the following sections of these Terms & Conditions: Confidentiality of ExpertConnect and Client Information, Non-Solicitation of Clients, or the terms of use of ExpertConnect websites, you acknowledge that Client and/or ExpertConnect’s remedies at law will be inadequate and that Client and/or ExpertConnect will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.

In no event shall ExpertConnect be liable to you or any other party for any damages resulting from or relating to your participation as a CoE Member, the performance of any services by you as a CoE Member, or the business operations of ExpertConnect, including without limitation for any incidental, consequential, punitive or special damages regardless of the theory of liability and even if ExpertConnect was informed of the possibility of such damages. ExpertConnect agrees that for its part it shall not seek to impose on any individual CoE Member any liability for damages based on his or her performance of services hereunder as a CoE Member, including without limitation for any incidental, consequential, punitive or special damages, so long as such damages do not relate to or arise out of the failure of the CoE Member to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the CoE Member that constitutes gross misconduct. You are solely responsible for your actions. ExpertConnect shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.

Additional Terms

Liability Limitations

In no event shall ExpertConnect be liable for any incidental, special, consequential, punitive damages, or any other indirect damages, resulting from your participation in Consultations or the performance of services by you as an Expert.

Modification

ExpertConnect reserves the right to change, amend, or modify these Terms and Conditions as and when necessary, without advanced notice to you. We encourage you to regularly visit our website and review these Terms and definitely to do so before engaging in a project.

By becoming an Expert of ExpertConnect, you agree to be bound by the Terms and Conditions with such updates, if any, as shall be made by ExpertConnect from time to time. These Terms and Conditions and any subsequent revisions are available to you when you access our website. Updates will not become effective with respect to a Project on which you are then engaged, without your consent, but will apply to any Projects subsequent to a change in these Terms and Conditions.

Governing Law

Any legal issues pertaining to the relationship between you and ExpertConnect including the provisions of these Terms and Conditions shall be governed, construed, and enforced in accordance with the laws of the India.

The governing language of this agreement shall be English. If any translation of this agreement is made, the English language version shall prevail in case of any inconsistency or conflict between this English version of Terms and Conditions and its translation into another language.

Arbitration

Any dispute, controversy, or claim related to this agreement shall be finally settled by a one-arbitrator arbitration held in Chandigarh under the rules of the Indian Council of Arbitration in effect from time to time. The arbitrator may grant any remedy that he deems just and equitable within the scope of this agreement. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. The costs and expenses (including reasonable attorney’s fees) of the prevailing party shall be borne and paid by the party that the arbitrator determines is the non-prevailing party. The Experts waive any benefit applicable to them under the laws of their country of residence, whereby they may claim any interim measures of protection through the courts of their country of residence. The language to be used in the arbitral proceedings shall be English.

Waiver

The failure of a party to insist upon strict adherence to any term of this agreement on any occasion shall not be considered a waiver thereof nor deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this agreement.

Severability

If any provision of this contract is found to be invalid or unenforceable, this by itself does not affect the validity or enforceability of any other provision.

Reconfirmation

ExpertConnect and/or Clients may request that you reconfirm any part of these Terms and Conditions. Each Client is an intended beneficiary of these Terms and Conditions and shall, therefore, have the right to enforce your compliance with these Terms and Conditions.

Referrals T&C

Introduction

ExpertConnect is pleased to offer you a fee for its referral of Active Experts who sign up on the ExpertConnect website as one of the members of Council of Experts. This agreement outlines the terms and conditions of our arrangement.

Active Experts

Active Experts are defined as those experts who do ALL of the following: apply to the Council of Experts; are accepted to the Council of Experts; mention your name or your organization’s name as a referrer at the time of registration or first contact with our team; AND whom the Council of Experts uses on a consulting assignment at least once.

Referral

Payment will only be made if the expert acknowledges your name or organization at the time of registration as a member of our CoE or during first email exchange with us.

Entire Agreement and Binding Effect

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns.

Changes to this Agreement or to Additional Rules or Policies

You acknowledge that our policies and practice of recruiting and administering experts are evolving, and therefore you agree that the Circle may modify this Agreement, as well as any additional rules or policies. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may:

Revise the terms and conditions of this Agreement at any time; and
Any such revision will be binding and effective 30 days after posting of the revised Agreement, or upon transmission to you at the e-mail address or postal address (by mail) provided by you. Your agreement to our terms and conditions shall constitute your acceptance of this Agreement as well as additional rules or policies that are or may be published by ExpertConnect, each with the new modifications.

Governing Law

This Agreement shall be governed by the laws of India applicable to agreements made and to be performed entirely therein.

Severability

To the extent permitted by applicable law, if it should ever be held that any provision contained herein does not contain reasonable limitations as to time, geographical area or scope of activity to be restrained, then the court so holding shall at the request of either Party to reform such provisions to the extent necessary to cause them to contain reasonable limitations as to time, geographical area and scope of activity to be restrained and to give the maximum permissible effect to the intentions of the parties as set forth herein; and the court shall enforce such provisions as so reformed. If, notwithstanding the foregoing, any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or enforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically by either Party as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and the Parties hereby agree to such provision.

Notices

Subject to the terms of this Agreement, you agree that notices required to be given under this Agreement will be deemed to have been given if delivered by email or fax, or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service, to each of the parties in accordance with the most current contact information you have provided to us. All notices shall be effective upon receipt, except that email and fax notices shall be effective upon transmission.

Waiver or Breach

It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

Arbitration

Any dispute, controversy, or claim related to this agreement shall be finally settled by a one-arbitrator arbitration held in Chandigarh under the rules of the Indian Council of Arbitration (and Indian law) in effect from time to time. The arbitrator may grant any remedy that he deems just and equitable within the scope of this agreement. The award of this arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. The costs and expenses (including reasonable attorney’s fees) of the prevailing party shall be borne and paid by the party that the arbitrator determines is the non-prevailing party. The language to be used in the arbitral proceedings shall be English. Under any circumstance, the total liability of either party will not exceed the total amountthat was payable for such an engagement.

Survival

The merger, acquisition of or sale, liquidation, insolvency or dissolution of either Party shall not affect the enforceability of this Agreement, to the extent permitted under the laws of India.

Assumption of Agreement by Firms’s Successors and Assignees

The Firm’s rights and obligations under this Agreement will be binding upon its successors and assignees.

Further Assurances

The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.