Expertise on Demand Network Terms and Conditions
Last updated: 2 April 2020
By checking the box in the online application form at www.eond.eu or signing a printed copy of the Expertise on Demand Network Terms and Conditions (hereafter “Terms and Conditions”) you agree with them, and that they constitute a binding contract between EonD – Expertise on Demand Sp. z o. o. (hereafter “Expertise on Demand” or “EonD” or “we”) and each Subject Matter Expert and each Network Navigator (hereafter “Expert”, “you”). These Terms and Conditions supersede every prior version of the Expertise on Demand Network Terms and Conditions.
EonD is delivering bespoke insight to institutional and organizational clients worldwide (hereafter “Clients”). The EonD Network (hereafter “Network”) is at the heart of what we do. Network links expert communities worldwide, especially Experts, enabling them to share knowledge and develop insight.
Based on Clients’ needs EonD might actively contact Experts in order to determine whether they are suitable and interested to take part in specific advisory ventures (hereafter “Project”). EonD might also actively contact Experts in order to determine whether they can connect EonD with appropriate experts outside of the Network.
Projects might take the form of:
- Advisor placements,
- Phone and on-line consultations,
- Advisory board consultations,
- Research and analysis,
- Other expertise-based ventures.
Membership in the Expertise on Demand Network
You are authorized to become an Expert in the Network and take an active part in any Project only under the following compliance conditions:
- None of the above would present a conflict of interest or breach of any agreement.
- None of the above would result in a violation of any applicable law, policy, Terms and Conditions, or any other of your obligations to a third party.
- None of the above would result in a disclosure of confidential information of any type.
- None of the above would result in any violation of fair competition rules, and therefore you are obliged to reject any Project which might result in advisory work for direct competition of your current employer.
- When acting as a contractor on behalf of EonD or Client, you shall not enter in any consultations on or regarding an employer that you are currently employed by.
- If you currently hold a formal employment contract or position, and have a contractual obligation to obtain permissions for any other professional engagements, you are only authorized to engage in consultations with a written permission from your current employer.
- If you are currently, or have been, a government employee, or an employee serving on a public entity such as a statutory board, it is recommended that you receive a formal written approval before engaging in consultations. If your contract or terms of employment include such an obligation, you are required to receive one in order to engage on a project of any sorts.
You are obliged to decline active participation in Projects that might result in violation of any of the above compliance rules. Your participation in Network and Projects is always at your discretion. Experts are not obligated to take an active part in any Project and may decline involvement at any stage of the negotiations.
By accepting these Terms and Conditions and participating in the Network You represent that:
- You have not been admitted of committing, accused or convicted of, or plead guilty to a felony or any offense concerning dishonesty or deception (e.g., fraud etc.);
- You have not been sued for fraud, theft of corporate assets, breach of a non-disclosure agreement or confidentiality or any similar action;
- You have not been subject to any judgment, order, action, or investigation of a court or any specialized national, regional or European regulatory institution, relating to infringement of civil or criminal fraud, securities laws or deceptive practices;
- You have not been included on the European Central Exclusion Database or US Excluded Parties List System, or any other similar list maintained by national or international institutions or bodies.
Participation in the Expertise on Demand Network
As an Expert or Navigator, you act on your own behalf as an independent contractor and shall not present yourself as an EonD employee. Neither you are entitled to any benefit accompanying EonD employment.
During the whole cooperation process with Network, as an Expert or Navigator you should act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions.
As a member of the Network you agree not to disclose or use for personal benefit any restricted or confidential information acquired because of your participation in the Network or Project. You agree to conform with this principle until time as the confidential or restricted information has become public, or you received express permit from the EonD or Client who provide you information, and except to the extent required by law. The following is considered strictly confidential:
- Client identity (e.g. do not list Clients on your CV);
- Information about Projects;
- Any information or material acquired from Customer during Project realization or before that (vetting process, negotiations, etc.);
- Any other nonpublic information of EonD or its Clients.
If requested by EonD or a Client, you agree to return, destroy or dispose securely all restricted or confidential information in your possession.
When acting as a contractor on behalf of EonD or Client you shall strictly obey all anti-corruption laws and regulations and act in line with them, including but not limited to, European Council The Criminal Law Convention on Corruption and U.S Foreign Corrupt Practices Act. You should not pay, offer or promise any funds, gifts or other valuable items to any person.
Scope of Projects
If not agreed in writing by EonD or stated directly in Project description, you will be compensated at an agreed rate only for the precise time spent working with Clients on Projects. You will not be compensated for wait time, preparation time, or time set aside, would a Project with a Client not occur. All cooperation must be set up through EonD or its platform, if not agreed differently in writing by EonD.
You are not authorized to share your contact information (phone number, email) directly with the Client, without a direct request from EonD. Would a Client contact you without arranging the Project through EonD, you are not eligible for compensation from EonD. Clients are not authorized to expand the scope of a Project, if not approved in writing by EonD.
After the completion of a Project with a Client to whom you have been introduced by EonD, you agree not to directly contact the Client for any reason or provide the Client with any unsolicited information without our prior consent. You also agree that for a period of one year from the completion of any Project with a Client to whom you have been first introduced by us, you will not circumvent EonD by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement with such Client pursuant to which you would be engaged by such Client to provide services without EonD’s prior written consent. We understand that the nature of our partnerships varies, so these situations will be addressed on a case-by-case basis.
Within 30 days of completion of a Project, unless otherwise agreed in writing, Expert must request payment through the EonD website for the work he or she performed on the Project. Payments will be made following the completion of an Expert’s consulting engagement, typically within 14 days following the Expert’s request for such payment through the EonD website, unless otherwise agreed in writing. Payments will be based on the applicable rate in the Expert’s profile upon Project acceptance, unless otherwise agreed in writing by EonD or as specified in the Project invitation. Experts may not reveal his or her billing rates and financial arrangements to Clients without Eond’s prior written consent.
For phone consultations, Experts will be compensated for the total number of minutes spent on the phone with Clients (as recorded in EonD’s systems). Any partial minutes will be rounded down to the nearest whole minute.
In the event that a Client disputes your request for payment or the quality of your work on a Project, EonD may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, EonD has the sole and final authority to resolve such dispute in EonD’s reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project to the extent EonD reasonably determines you have violated these Terms & Conditions or EonD’s compliance rules, including but not limited to providing incorrect information Network’s profile or referring third parties in violation of law, and to the extent you have already received payment for Projects involving such violations, EonD shall have the right to recover such payments in full.
At Expertise on Demand we take seriously the protection of your privacy and confidentiality and we undertake to preserve the confidentiality of all information you provide to us.
You are solely responsible for the content that you share or create in connection with your performance of services hereunder. You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”), that you provide to EonD, Clients or third parties in connection with your performance of such services. IP that you create in connection with any Client Project shall be solely owned by the Client who requested the Project and that Client may use such IP for any purpose permitted under applicable law and that Client’s agreement with EonD. Any inventions, discoveries or improvements that are based in any way on any IP you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Client. Any IP that you created prior to, or independently of, any Project (hereafter, “Expert IP”) remains your property. However, with respect to any Expert IP that you share or otherwise provide to a Client in connection with a Project, you shall automatically grant that Client a perpetual, world-wide, royalty-free, and transferable license to use such Expert IP. Without limiting the foregoing, you further agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any IP you share with or otherwise provide to that Client for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.
Limitation of liability
In no event would EonD be liable to you or any other party for damages resulting from or relating to your participation and activities as a member of the Network. These includes any damages occurring due to the performance of any service by you as an Expert or Navigator, the processing of any personal data by you, including without limitation any incidental, punitive, special or consequential damages regardless of the theory of liability, even if EonD has been informed of the possibility of such damages.
As a participant of the Network, no expert is to provide personal or professional advice such as, and not limited to, investments, legal, or medical advice.
As a participant of the Network, you are responsible for your actions and EonD do not have any obligation to defend you, provide legal support or cover legal expenses on your behalf.
EonD confirms that it will not seek to impose on any individual Expert any liability for damages based on his or her activities in the Network, so long as this damages are not related to or arise out of the failure of the Expert to comply with these Terms & Conditions, or activity that violates any applicable law or constitutes gross misconduct.
Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the Network at any time upon written notice to EonD, and EonD has the unlimited right to terminate or limit your membership in the Network at any time and for any reason.
Applicable Law and Jurisdiction
Any claims or disputes brought by you against EonD, or brought by EonD against you, that arises in whole or in part from or in connection with cooperation in the context of the Network and these Terms and Conditions, shall be subjected to the exclusive jurisdiction of the competent courts of Warsaw, Poland, without giving effect to rules of conflict of laws. You further agree that such courts shall interpret these Terms and Conditions with accordance and subject to the laws of the Republic of Poland.
Contract Changes and Side Agreements
These terms and their Annexes comprise the complete agreement between the Parties, and supersede all previous written and oral designs, agreements and arrangements.
EonD reserves the right to amend these terms. By continuing to use the service provided by EonD, you agree to such amendments. Insofar as an amendment is a material amendment with significant effects, EonD must provide reasonable advance notice of the change.
Should any of the above provisions be found to be legally invalid, this shall not result in the invalidity of the remaining provisions. Rather, the invalid provision shall be replaced by a valid provision reflecting the economic intent of the invalid provision.
In case of any questions that might arise in connection to these Terms and Conditions please contact by e-mail at: email@example.com.
By signing these Terms & Conditions, you acknowledge and agree that you are making express representations to EonD and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
End of Terms & Conditions
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