Expertise on Demand Network Terms and Conditions
Last updated: 12 May 2022
1. Preface
By checking the box in the online application form at www.EonD.eu or signing a printed copy of the Expertise on Demand Platform Terms and Conditions (hereafter “Terms and Conditions”) the Expert agrees 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 Expert (hereafter “Expert”). These Terms and Conditions supersede every prior version of the Expertise on Demand Platform Terms and Conditions.
2. Definitions
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- “Client” means the entity or individual user that posts or may post a Project on the Platform and engages Experts via the Platform for the performance of such Projects;
- “Confidential Information” means any restricted or confidential information acquired by the Expert in connection to Expert’s participation in the Platform or engagement in a Project (further explained in point 2);
- “EonD”, “we”, “us”, or “our” means EOND (registered as Expertise on Demand Sp. Z o.o. at al.J.C.Szucha 16/25, 00-582 Warsaw, Poland; VAT ID: 7010962230) and its affiliates.
- “Expert’s IP” means any IP that the Expert created prior to, or independently of any Project.
- “Expert” means a user of the Platform that performs, intends to perform, or seeks to perform Projects whether as a self-employed individual or through a legal entity;
- “IP” means any materials, tools, documents, inventions, discoveries and other creative works, regardless of form or format, that are subject to copyright protection.
- “Non-Disclosure Obligation” means an Expert’s obligation to not disclose Confidential Information (further explained in point 3);
- “NDA” means a separate, detailed non-disclosure agreement to be signed additionally to these T&C, if required by an individual engagement (further explained in point 1);
- “Platform” means EonD’s online platform at https://www.EonD.eu/.
- “Project” means an engagement, assignment, or services that Experts are solicited to perform via posts made by a Client on the Platform;
- “Service Agreement” means an optional agreement, on the basis of which the Expert will perform services for the Client (further explained in point 1);
- “Services” means specific services to be performed by the Expert for the Client on the basis of Statement of Work;
- “Statement of Work” means a part of a Service Agreement, that contains detailed, specific services to be performed by the Expert;
- “Terms and Conditions” means this document.
3. General introduction
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- EonD is delivering bespoke insight to institutional and organizational Clients worldwide. The EonD Platform is at the heart of what we do. Platform 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 ( “Projects”, as defined in point 5.). EonD might also actively contact Experts in order to determine whether they can connect EonD with appropriate experts outside of the Platform.
- Projects might take the form of following engagements:
A) Hourly engagements
In this model all Experts are put on EonD’s payroll, meaning EonD handles all of contracting, as well as payments to Experts. There are three options for hourly engagements:
In this option the engagement is a one-off consultation, usually lasting 1h, rarely 2h, and is conducted as a single, continuous consultation through a web-conferencing platform such as MS Teams, Zoom or Webex. In special circumstances Expert may be asked to prepare for the call or conduct a study. Once the call is completed, EonD will pay the Expert after an invoice is submitted (if the Expert has an established legal entity, B2B) or otherwise, through a debit note.
- Option 2: further calls after the first call
In this option, after the first call has been completed (Option 1), the Client asks to conduct more calls. The engagement is composed of several consultations, usually up to 4 standalone calls, rarely more, and is usually conducted on separate dates within 1-3 weeks through a web-conferencing platform such as MS Teams, Zoom or Webex. In special circumstances Expert may be asked to prepare for one or more calls or conduct a study. Once all the calls are completed, EonD will pay the Expert after an invoice is submitted (if the Expert has an established legal entity, B2B) or otherwise, through a debit note.
In this option, the Client orders a specific number of hours of calls before the consultations commence. The engagement is composed of several consultations, usually no more than 10 hours of calls, rarely more, and is conducted on one occasion or on separate dates within a pre-specified timeframe through a web-conferencing platform such as MS Teams, Zoom or Webex. In special circumstances the Expert may be asked to prepare for one or more calls or conduct a study. Once all the calls are completed, EonD will pay the Expert after an invoice is submitted (if the Expert has an established legal entity, B2B) or otherwise, through a debit note.
B) Daily engagements
In this model all Experts are put on EonD’s payroll, meaning EonD handles all of contracting, as well as payments to Experts. The Client orders a specific number of days of Expert’s work before the engagement commences. The engagement is composed of several days of work, usually no more than 20, rarely more. The engagement is conducted either remotely with a direct contact with the Client or onsite, arranged by the Client. In special circumstances the Expert may be asked to prepare for the engagement before it starts. Once the engagement is completed, EonD will pay the Expert after an invoice is submitted (if the Expert has an established legal entity, B2B) or otherwise, through a debit note.
C) Monthly engagements
In this model, in vast majority of circumstances the Expert is put on Client’s payroll, meaning the Client handles all of contracting (in addition to EonD’s NDA and T&C), as well as payments to the Expert. On rare occasion, the Expert is put on EonD’s payroll, meaning EonD handles all of contracting, as well as payments to Expert.
The Client orders a specific number of months of Expert’s work before the engagement commences. The engagement is composed of several months of work, usually no more than 12, rarely more. The engagement is conducted either remotely with a direct contact with the Client or onsite, arranged by the Client. In special circumstances the Expert may be asked to prepare for the engagement before it starts. The billing is conducted through monthly invoices. In some circumstances, the invoices will be based on timesheets filled out by the Expert.
D) Permanent engagements
In this model, in vast majority of circumstances the Expert is put on Client’s payroll, meaning the Client handles all of contracting (in addition to EonD’s NDA and T&C), as well as payments to the Expert. On rare occasion, the Expert is put on EonD’s payroll, meaning EonD handles all of contracting, as well as payments to Expert. There are two options for permanent engagements:
In this option, the Client directly hires the Expert. The engagement length is either pre-specified or indefinite. The engagement is conducted either remotely with a direct contact with the Client or onsite, arranged by the Client. In special circumstances the Expert may be asked to prepare for the engagement before it starts. The billing is handled fully by the Client.
In this option, the Expert is hired by EonD or EonD’s partner, and the Client contracts EonD for the duration of the engagement. The engagement length is either pre-specified or indefinite. The engagement is conducted either remotely with a direct contact with the Client or onsite, arranged by the Client. In special circumstances the Expert may be asked to prepare for the engagement before it starts. The billing is conducted through monthly invoices issued by the Expert to EonD, agreed upon by both parties and determined on a case-by-case basis. In some circumstances, the invoices will be based on timesheets filled out by the Expert.
4. Service Agreement and Statement of Work
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- Service Agreement. The Client and the Expert or Eond and the Expert may execute an optional agreement, on the basis of which the Expert will perform services for the Client directly or through EonD (“Service Agreement”). Each Service Agreement will expressly refer to these Terms and Conditions (which will form a part of the Service Agreement), and will be subject to these Terms and Conditions.
In case of any discrepancies between these Terms and Conditions and provisions of Service Agreement, provisions of Service Agreement prevail.
- Statement of Work. From time to time, the Client and the Expert may execute one or more statement(s) of work, that shall be a part of the Service Agreement, and contain detailed, specific services (“Services”) to be performed by the Expert (“Statement of Work”).
5. Performance of Services
The Expert will perform the Services described in each Statement of Work in accordance with the terms and conditions set forth in each Statement of Work and these Terms and Conditions. Unless otherwise agreed by the Client, the Expert will determine, in Expert’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Expert will at all times comply with applicable law and any compliance policies drawn to Experts’ attention insofar as they are applicable to independent contractors.
6. Membership in the Expertise on Demand Platform
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- In order to meet high terms of quality, membership in the Platform is subjected to filling out the details of Expert’s profile. In order for the Expert’s profile to be approved, the Expert’s details will need to include:
- Expert’s name and surname
- Expert’s email address
- Expert’s phone number
- A link to Expert’s Linkedin profile
- Expert’s CV/Resume
Approval of Expert’s profile by EonD is a condition for obtaining full access to the Platform’s features.
- By submitting Expert’s details, the Expert guarantees that they are true.
- The Expert is authorized to become an Expert in the Platform and take an active part in any Project only under the following compliance conditions:
- Subject to Expert’s compliance with these Terms and Conditions, EonD grants the Expert a non-exclusive, limited right to access and use the Platform for Expert’s internal business
- The Expert understands that the Platform is evolving. As a result, EonD may update, add, improve, or remove any or all parts of the Platform and require the Expert to accept updates to the Platform and Platform’s mobile application that the Expert have installed on the Expert’s mobile device. The Expert acknowledges and agrees that EonD may update the Platform with or without notifying the Expert. The Expert may need to update third-party software from time to time in order to use the Platform or Platform’s mobile application.
- Any form of using the Platform by the Expert at any time, in particular to engage in the Projects:
- does not constitute a conflict of interest or breach of any agreement the Expert is part of;
- does not result in a violation of any applicable law, policy, Terms and Conditions, or any other of the Expert’s obligations to a third party;
- does not result in a disclosure of confidential information of any type;
- does not result in any violation of fair competition rules, and therefore the Expert is obliged to reject any Project which might result in advisory work for direct competition of the Expert’s current employer.
- When acting as a contractor on behalf of EonD or the Client, the Expert shall not enter in any consultations on or regarding an employer that the Expert is currently employed by.
- If the Expert currently holds a formal employment contract or position, and have a contractual obligation to obtain permissions for any other professional engagements, the Expert is only authorized to engage in consultations with a written permission from the Expert’s current employer.
- If the Expert is currently, or has been, a government employee, or an employee serving on a public entity such as a statutory board, it is recommended that the Expert receives a formal written approval before engaging in consultations. If the Expert’s contract or terms of employment include such an obligation, the Expert is required to receive one in order to engage on a Project of any sorts.
- The Expert is obliged to decline active participation in Projects that might result in violation of any of the above compliance rules. The Expert’s participation in the Platform and Projects is always at the Expert’s Experts are not obliged to engage in any Project and may decline involvement at any stage of the negotiations.
- By accepting these Terms and Conditions and participating in the Platform the Expert represents that:
- The Expert has 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.);
- The Expert has not been sued for fraud, theft of corporate assets, breach of a non-disclosure agreement or confidentiality or any similar action;
- The Expert has 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;
- The Expert has 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;
- All conditions or set forth referring to the Expert in these Terms and Conditions or are met and all representations provided by the Expert herein are true.
- As an Expert, the Expert acts on the Expert’s own behalf as an independent contractor and shall not present themselves as an EonD employee. The Expert is not entitled to any benefit accompanying EonD employment.
- During the whole cooperation process on the Platform, the Expert should act in good faith, in a professional and workmanlike manner, to the best of Expert’s ability, and in accordance with these Terms & Conditions.
7. Use of the Plaftorm
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- The Expert agrees to not do anything of the following:
Use the Platform in any way, or upload any content that:
- infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
- violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
- is fraudulent, false, misleading or deceptive;
- is defamatory, obscene, pornographic, vulgar or offensive;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
- promotes illegal or harmful activities or substances.
- Use any element of the Platform, EonD’s name, any EonD’s trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, or use any meta tags or other hidden text or metadata utilizing EonD’s trademark, logo URL or product name without EonD’ express written consent;
- Access non-public areas of the Platform, EonD’s computer systems, or the technical delivery systems of EonD’s providers;
- Circumvent any technological measure implemented by EonD or any of EonD’s providers or any other third party (including another user) to protect or maintain proper functioning of the Platform;
- Send any unsolicited or unauthorised advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use the Platform for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms and Conditions;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
- Collect or store any personally identifiable information of other users of the Platform without their express permission;
- Impersonate or misrepresent affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
- Provide personal or professional advice such as, and not limited to, investments, legal, or medical advice.
8. Process
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- When an Expert joins the platform, EonD will initiate contact when an opportunity matching the Expert’s profile is placed with EonD by a Client. When that happens, our research team will connect with the Expert through email, phone or Linkedin to present the details of the engagement and determine Expert’s interest and potential availability. EonD team will stay in touch until the Project is concluded.
- Apart from that, the Expert might also be contacted by EonD team when:
- one of the opportunities raises the option of a referral (that also entails a referral fee paid to the Expert who referred another Expert who got engaged).
- EonD has some important information to pass through, such as an update to our terms and conditions, new products, new features or any other change or news that may impact an Expert’s membership in the
9. Non-disclosure
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- Apart from the general non-disclosure terms stipulated further in these Terms and Conditions, each individual engagement may require a separate, detailed non-disclosure agreement to be signed before the engagement or a specific part of an engagement commences (“NDA”).
- For the sake of these Terms and Conditions, any restricted or confidential information acquired by the Expert in connection to Expert’s participation in the Platform or engagement in a Project are considered confidential (“Confidential Information”).
Confidential Information include in particular:
- Client’s identity (e.g. do not list Clients on Expert’s CV);
- Any information about Projects, in particular their subject matter, goal, concepts, parties involved;
- Any information about EonD, the Client or any third person revealed to the Expert in connection to his work on the Project;
- Any information or material acquired from the Client during Project execution or before that (vetting process, negotiations, etc.);
- Any other nonpublic information of EonD or its Clients.
- As a member of the Platform the Expert undertakes (“Non-Disclosure Obligation”):
- To not disclose Confidential Information to any third party.
- To not use Confidential Information for personal benefit in any way, directly or indirectly.
- To use Confidential Information only to perform services requested within the framework of the Project.
- To keep Confidential Information secure and inaccessible by any unauthorized third parties.
- In case where the Expert, after obtaining a permit mentioned in clause 4 letter b), discloses Confidential Information to his associate, subordinate etc. assisting the Expert’s in performance of Services within the framework of a Project, the Expert’s represents and guarantees that that person is bind by non-disclosure obligations at least equal to those stipulated herein.
- The Non-Disclosure Obligation does not bind the Expert in following circumstances:
- Confidential Information has become public – only to the extent of Confidential Information that has become public;
- The Expert received explicit permit in written form from EonD or the Client that provided the Expert with Confidential Information – only to the extent and in manner explicitly expressed in the permit;
- In cases where disclosing Confidential Information is required by generally applicable law or by the court or by public administration authority – to the required extent .
- If requested by EonD or a Client, the Expert agrees to return, destroy or dispose securely all restricted or confidential information in Expert’s
- When acting as a contractor on behalf of EonD or the Client the Expert 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. The Expert should not pay, offer or promise any funds, gifts or other valuable items to any person.
- The Non-Disclosure Obligation survives the termination of Terms and Conditions binding the parties.
10. Electronic Signatures
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- In any case where T&C indicates a written form (e.g. for a consent, permit, statement, separate agreement etc.), EonD is entitled at its sole discretion to use an electronic form with an electronic signature instead.
- Except where explicitly prohibited by law, EonD is entitled to demand from the Expert to sign any statement or separate agreement (in particular the SA or NDA) related to EonD’s relationship with the Expert with an electronic signature.
In particular cases, EonD is also entitled to demand from the Expert to use forms used by EonD for statements or separate agreements. If Expert fails to satisfy EonD’s demands to use electronic signature or a specific form for statements or agreements, such statements or agreements shall be deemed null and void.
- EonD reserves a full and final right to approve an electronic signature used by the Expert, at EonD’s sole discretion. Expert’s electronic signature not approved by EonD shall be deemed null and void.
11. Anti-circumvention Provision
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- Depending on the nature and arrangements of an engagement, the relationship between EonD and Experts will be subjected to a different set of non-circumvention provisions.
- After the completion of a Project with a Client to whom the Expert has been introduced by EonD, the Expert agrees to not contact the Client directly for any reason or to provide the Client with any unsolicited information without our prior consent. The Expert also agrees that for a period of 1 year from the completion of any Project with a Client to whom the Expert has been first introduced by EonD, the Expert will not circumvent EonD by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement with such Client pursuant to which the Expert would be directly or indirectly engaged by such Client to provide services without EonD’s prior written consent.
- Unless specified otherwise in the Service Agreement, the Expert is not authorized to share his contact information (phone number, email) directly with the Client, without a direct request from EonD. Would a Client contact the Expert without arranging the Project through EonD, the Expert is not eligible for compensation from EonD. Clients are not authorized to expand the scope of a Project, if not approved in writing by EonD.
- We understand that there may be instances when Experts may have prior relations with Client or Client’s affiliates. In such situations approaches to non-circumvention will be addressed on a case-by-case basis. The Expert has a duty to inform EonD about such instance.
- For longer-term engagements the provisions will be specified as part of separate service agreements.
12. Payments
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- Following provisions apply to cases where the Expert is put on EonD’s payroll. Settlements between the Expert and the Client are subject to separate agreements between those entities.
- Within 30 days of completion of a Project, unless otherwise agreed in writing, Expert must request payment from EonD for the work 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. Unless specified otherwise in the Service Agreement, Experts may not reveal his or her billing rates and financial arrangements to Clients without EonD’s prior written consent.
- If not agreed in writing by EonD or stated directly in Project description, the Expert will be compensated at an agreed rate only for the precise time spent working with Clients on Projects. The Expert 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 if not agreed differently in writing by EonD.
- For phone consultations, Experts will be compensated for the total number of full hours and 15-minute increments 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 the Expert’s request for payment or the quality of the Expert’s work on a Project, EonD may withhold payment until such dispute is resolved. Expert agrees 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 the Expert agrees to be bound thereby.
- The Expert further understands and agrees that the Expert has no right to payment for a Project to the extent EonD reasonably determines the Expert has violated these Terms & Conditions or EonD’s compliance rules, including but not limited to providing incorrect information on the Platform’s profile or referring third parties in violation of law, and to the extent the Expert has already received payment for Projects involving such violations, EonD shall have the right to recover such payments in full.
- If the Expert abandons the Project at a stage that will leave EonD or the Client in a difficult situation without stating any valid cause, the EonD has the right for the non-payment of Expert’s fee arising from this Project.
- All payments made by EonD to the Expert are gross.
- The Expert cannot seek refund nor reimbursement from EonD of any costs or expenses.
- The Expert is responsible for any taxes or National Insurance Contributions connected to any payments (incl. compensation) made to Expert for the Services performed.
13. Privacy
Expertise on Demand takes seriously the protection of the Expert’s privacy and confidentiality and we undertake to preserve the confidentiality of all information the Expert provide to EonD.
The full content of the Privacy Policy is available at
https://EonD.eu/privacy-policy/.
14. Copyright
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- The Expert is solely responsible for the content that the Expert shares or creates in connection with the Expert’s performance of Services.
- For the sake of these Terms and Conditions, any materials, tools, documents, inventions, discoveries and other creative works, regardless of form or format, that are subject to copyright protection are named “IP”.
- The Expert represents and guarantees that any IP, regardless of form or format, that the Expert uses or provides to EonD, Clients or third parties in connection with the Expert’s performance of services:
- is owned by the Expert or the Expert has obtained any necessary licenses or permissions for that IP;
- does not violate the copyrights of any third parties;
- if belongs to third parties, was not used by the Expert without paying any royalty and/or receiving relevant permit;
- does not contain any inaccurate, misleading or false information.
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- The Expert agrees that IP created by the Expert in connection with any Client’s Project and all Expert’s rights (in particular proprietary copyrights) to that IP in the fullest extent allowed by applicable law shall be effectively transferred to the Client who requested the Project, upon releasing the IP to the Client. The Expert also irrevocably agrees that the Client may use such IP for any purpose and in any manner permitted under applicable law and that Client’s agreement with EonD. Expert’s compensation for Services provided covers the fee for the transfer of IP and Expert’s rights to that IP.
For the avoidance of doubt, the Expert agrees that the Client may use and dispose of IP received from the Expert on all fields of exploitation specified in art. 50 of Polish Law on Copyright and Related Rights, i.e. the Client is entitled:
- to record and reproduce IP – copy the IP using a specific technique, including printing, reprographic, magnetic recording and digital technology;
- to transfer copies of IP or proprietary rights to IP to any person on any legal basis (including lending, rental and leasing);
- to distribute IP in any other manner, including publicly perform, exhibit, display, reproduce, broadcast and rebroadcast, as well as making IP publicly available in such a way that everyone can access it at the chosen place and time (e.g. online);
- to make and use IP’s derivative works, adaptations, including any modifications, changes, improvements and enhancements, and to grant consent to perform such activities to any other persons.
Any inventions, discoveries or improvements that are based in any way on any IP the Expert creates for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be effectively transferred to the Client who requested the Project.
The transfer of ownership to such IP may be effected on the basis of separate agreements, between the Expert and EonD, EonD and the Client or Expert and the Client.
- Of an absence of specific provisions between the Expert and the Client regarding transfer of Expert’s rights to IP; or
- where Expert is not entitled to transfer rights to an IP because he uses that IP based on a license from a third party,
- of any doubts concerning the validity of transfer of rights to such IP, or
the Expert represents that upon releasing the IP to the Client he irrevocably grants respective Client a perpetual, world-wide, royalty-free, non-exclusive and transferable license to use such IP in any manner and for any purpose, including all fields of exploitation specified in art. 50 of Polish Law on Copyright and Related Rights.
- Any IP that the Expert created prior to, or independently of, any Project (hereafter, “Expert’s IP”) remains the Expert’s However, with respect to any Expert IP that the Expert shares or otherwise provides to a Client in connection with a Project, the Client shall have an unlimited right to use provided Expert IP. It shall be understood that the Expert, upon releasing the IP to the Client, granted that Client an irrevocable, perpetual, world-wide, royalty-free, and transferable license to use such Expert’s IP.
- Without limiting the foregoing, the Expert further agrees that each Client is free to use any ideas, concepts, know-how, or techniques contained in any IP the Expert shares 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.
15. Limitation of liability
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- In no event shall EonD be liable to the Expert’s or any other party for damages or losses resulting from or relating to the Expert’s participation and activities as a member of the Platform and any actions or omissions related to the Expert’s participation in the Platform, i.a. the Expert’s performance of Services, the Expert’s participation in Project’s, the Expert’s agreements with the Clients.
That includes any damages or losses occurring due to or connected to the performance of any service by the Expert and any administrative or penal fees imposed due to or connected to the performance of any service by the Expert.
The above includes without limitation any incidental, punitive, special or consequential damages regardless of the theory of liability, and covers liabilities in contract, tort (including, without limitation, negligence), pre-contract or otherwise (excluding cases of fraudulent misrepresentation) for:
- any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services);
- any loss of goodwill or reputation;
- any special, indirect or consequential losses suffered or incurred by a party arising out of or in connection with the provisions of, or any matter under the Agreement;
- any special, incidental, punitive, exemplary or consequential damages of any kind in connection with these Terms and Conditions, even if the party has been in advance of the possibility of such damages, even if EonD has been informed of the possibility of such damages.
- Except as otherwise set forth in these Terms & Conditions, EonD’s maximum liability will not exceed the undisputed outstanding balances owed to the Expert.
- 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 Platform, so long as this damages are not related to or arise out of the failure of the Expert to comply with these Terms & Conditions, Service Agreement or Statement of Work, or activity that violates any applicable law or constitutes gross misconduct.
16. Indemnification
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- Subject to generally applicable law, the Expert will indemnify and hold EonD harmless from and against all claims, damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to:
- performance of Services by the Expert, in particular any Client’s or third party claims resulting out of Expert’s failure to perform;
- the Expert’s participation in Projects, in particular any Client’s or third party claims resulting out of Expert’s participate with due diligence;
- the Expert’s violation of applicable law;
- Expert’s use of the Platform;
- any taxes (incl. withholding tax) or National Insurance Contributions (in particular national insurance premiums, social security contributions, unemployment and disability insurance, employees’ retirement and/or pension benefits) connected to any payments (incl. compensation) made to Expert in relation to the Services performed;
- any liability arising from any employment-related claim or any claim based on worker status (including reasonable fees and expenses of attorneys and other professionals) brought by any Expert’s subcontractor against the EonD arising out of or in connection with the performance of the Services, in particular salaries, compensation, National Insurance Contributions (in particular national insurance premiums, social security contributions, unemployment and disability insurance, employees’ retirement and/or pension benefits);
- all reasonable costs, expenses, penalties, fines, interest incurred or any other obligation imposed on EonD in connection with or in consequence of Expert’s failure to pay any amounts due and owing to government administration authority/office/agency or any third party (incl. subcontractors) in connection with compensation received by the Expert for Services performed; except where Expert’s failure to pay was caused directly by EonD’s negligence or intentional misconduct;
- Expert’s violation or infringement of any third parties rights, incl. intellectual property rights;
- any violation by the Expert of applicable law;
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- Subject to generally applicable law, Expert will indemnify and hold Client harmless from and against all claims, damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to:
- performance of Services by the Expert;
- the Expert’s participation in Projects
- the Expert’s violation of applicable law;
- Expert’s use of the Platform;
- any taxes (incl. withholding tax) or National Insurance Contributions (in particular national insurance premiums, social security contributions, unemployment and disability insurance, employees’ retirement and/or pension benefits) connected to any payments (incl. compensation) made to Expert in relation to the Services performed;
- any liability arising from any employment-related claim or any claim based on worker status (including reasonable fees and expenses of attorneys and other professionals) brought by any Expert’s subcontractor against the Client arising out of or in connection with the performance of the Services, in particular salaries, compensation, National Insurance Contributions (in particular national insurance premiums, social security contributions, unemployment and disability insurance, employees’ retirement and/or pension benefits);
- all reasonable costs, expenses, penalties, fines, interest incurred or any other obligation imposed on the Client in connection with or in consequence of Expert’s failure to pay any amounts due and owing to government administration authority/office/agency or any third party (incl. subcontractors) in connection with compensation received by the Expert for Services performed; except where Expert’s failure to pay was caused directly by Client’s negligence or intentional misconduct;
- Expert’s violation or infringement of any third parties rights, incl. intellectual property rights;
- any violation by the Expert of applicable law;
- As a participant of the Platform, the Expert is fully responsible for his own actions and EonD does not have any obligation to defend or hold the Expert harmless, provide any legal support or cover legal expenses on Expert’s
17. Non-discrimination
EonD does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring of staff and ending contractual engagements, selection of Experts, volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, volunteers, subcontractors, vendors, and clients.
18. Applicable Law and Jurisdiction
Any claims or disputes brought by the Expert against EonD, or brought by EonD against the Expert, that arises in whole or in part from or in connection with cooperation in the context of the Platform and these Terms and Conditions, shall be subjected to the exclusive jurisdiction of the competent courts of Warsaw, Republic of Poland, without giving effect to rules of conflict of laws. The Expert further agrees that such courts shall interpret these Terms and Conditions with accordance and subject to the laws of the Republic of Poland.
19. Terms and Conditions Changes and Side Agreements
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- These Terms and Conditions constitute 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 and Conditions at EonD’s discretion. By continuing to use the service provided by EonD, the Expert agrees to such amendments. Insofar as an amendment is a material amendment with significant effects, EonD must provide reasonable advance notice of the change.
20. Termination
Subject to the Expert’s obligation to complete Projects for which the Expert is engaged, the Expert has the right to withdraw from the Platform at any time upon written notice to EonD, and EonD has the unlimited right to terminate or limit Expert’s membership in the Platform at any time and for any reason, in particular when the Expert breaches these Terms and Conditions.
Permanent termination of Expert’s membership in the Platform is equal to the termination of legal contract between EonD and the Expert on the basis of these Terms and Conditions.
21. Severability Clause
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: contact@EonD.eu.