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By joining the Expert Network I agree to Emerge Experts Terms and Conditions and Privacy Policy

TERMS AND CONDITIONS FOR EXPERTS These terms and conditions (“Terms and Conditions”) are entered into between you and Emerge Experts Ltd. having it’s registered office at Communications House, 26 York Street, Mayfair, London W1U 6PZ (“Emerge”) and govern your membership of the Emerge Experts Ltd. (as defined hereinbelow) and your participation as an expert (as defined herein below). By becoming an expert of Emerge Experts Ltd. and participating in Consultations you agree to be bound by these Terms and Conditions. Please note that these Terms and Conditions may be amended from time to time. You agree that your use of any of Emerge's websites is subject to the terms of use referenced on such website, except to the extent that a website's terms conflict with these Terms & Conditions, in which case these Terms and Conditions shall prevail. “Agent” means any agent, service provider or consultant of the Client appointed by the Client to undertake a Consultation on its behalf; “Agreement” means these Terms and Conditions, the Privacy Policy, any and all Proposals accepted by you, and all other documents referred to in these Terms and Conditions; “Emerge Network” means the network of Emerge Members; “Confidential Information” means any information, whether in written or any other form, which is identified as confidential or is clearly by its nature confidential including without limitation any and all information which concerns the business, finance or organisation of any and all Clients and / or of Emerge (including the rates we agree with you in respect of any Consultation that you agree to participate in), the identity of any Client(s) and the subject matter of a Consultation; “Consultation” means a consultation with Client(s) (or an Agent, if applicable) which may take place remotely (including by telephone, email or other electronic messaging), in person and/or involve the provision of information in writing such as reports or participation in surveys within the scope pre-determined by Emerge and the Member and set out in a Proposal; “Client” means the organisations or individuals who engage Emerge for the purposes of consulting with Members of the Emerge Network; “Client’s Client” means, in connection with any Consultation, any client (if any) of the Client on whose behalf or in respect of which the Client is undertaking the Consultation; “Fees” means the amount payable by Emerge to a Member for participation in a Consultation; “ Expert/Member” means you or any other member of the Emerge Network who is a specialist in a given field by reason of special skill, training or experience; “Privacy Policy” means the privacy policy posted at http://www.emergexperts.com/ (as amended from time to time); “Proposal” means a proposal provided by Emerge to a Member setting out the agreed scope of a Consultation or Consultations and relevant Client details which may be sent by letter, fax or email; 2.1 Membership of the Emerge Network is by invitation only. Unless otherwise expressly authorised by us in writing, only Emerge may issue such invitations. Your membership is subject to and conditional upon your acceptance of these Terms and Conditions. Unless you have been invited to become a Member and have accepted these Terms you may not hold yourself out as being a Member. 2.2 The Emerge Network is made up of Members who provide Clients with unbiased information and insight into specialist topics to assist Clients in making informed business decisions. By joining the Emerge Network, you may be asked by Emerge to participate in Consultations but will be under no obligation to do so and you will be free to decline any request to take part in any Consultation. Similarly, Emerge cannot guarantee the number or the frequency of requests to take part in Consultations nor can it guarantee that a Client will select you for Consultations. 2.3 On joining the Emerge Network, you are required to provide Emerge with biographical and background information relating to your field of expertise. You agree that Emerge may amend such information as it deems necessary and distribute such information to Clients for the purposes of recommending you to Clients for Consultations. You agree to regularly update such biographical information as required during your membership of the Emerge Network and as requested by Emerge in connection with Consultation opportunities. 2.4 Emerge has the right to suspend or terminate your membership of the Emerge Network on written notice at any time. 3 .Consultations 3.1 As a Member of the Emerge Network you may receive requests to participate in Consultations relevant to your specialist knowledge and expertise. These will be presented to you in the form of a Proposal or in such other manner as Emerge determines is appropriate. By accepting any Proposal or other engagement offered or introduced to you by Emerge, you confirm to Emerge that (at the date of your acceptance) your biographical information remains true, accurate, not misleading in any way and current and that you are fully acquainted with the subject matter and scope of the discussion planned for the Consultation. 3.2 You acknowledge and agree that when taking part in Consultations you shall be acting in your own capacity as an independent contractor and in doing so shall not be the employee, agent, legal representative, partner or joint venturer of Emerge or have, or hold yourself out as having, the right or authority to assume or create any obligation or responsibility, whether express or implied, on behalf of or in the name of Emerge. 3.3 When participating in a Consultation, you shall at all times stay within the parameters of the Consultation as set out in the Proposal. 3.4 Before proposing you for any Consultation, Emerge shall have obtained an undertaking from the relevant Client that, to the best of its knowledge, it shall not engage a Member who is an officer, director, or employee: (a) a direct competitor of the Client; (b) a direct competitor of the Client’s Client (if any) 3.5 Without prejudice to clause 3.4 above, if you or Emerge become aware during any Consultation of any professional, regulatory or ethical conflict or other reason why you may not or should not continue to participate in such Consultation, on becoming aware of such fact you shall immediately notify the other in writing (for the avoidance of doubt email shall constitute in writing) and, unless you and Emerge otherwise expressly agree, Emerge shall be entitled to immediately notify the relevant Client(s) and you shall immediately cease participating in such Consultation. 4 .Specialist Undertakings ( a )you represent, warrant and undertake that at the date on which you accept these Terms and Conditions and at all times thereafter during the term of this Agreement: ( b ) you will perform your obligations hereunder and undertake all Consultations diligently, professionally, to the best of your skill and ability and with no less than reasonable care and skill; ( c )all biographical and other information that you provide to Emerge is true and accurate in all respects and not misleading in any way; ( d )you recognise that certain types of advice are restricted and regulated. You will not, at any time, provide any investment, legal, financial or medical advice to any Client (or Agent(s) , if applicable) including without limitation, recommending, rating or valuing any security or providing advice regarding the investment, purchase or sale of any securities; ( e )you will not, participate in any Consultation relating to any company in which you are an officer, director, employee or contractor, agent, legal representative, partner, joint venturer or affiliate , or participate in any Consultation that would or would be likely to result in (i) a breach of applicable laws or regulation, (ii) a breach of any agreement or any obligation to a third party including without limitation an obligation owing to your employer, (iii) a professional, regulatory or ethical conflict, (iv) a breach of a duty of confidentiality (v) the disclosure of any inside information or non-public information concerning a quoted company or instrument or any trade secret; or (vi) any other reason why you may not or should not participate in such Consultation; ( f ) you have full authority to join the Emerge Network and that you have obtained all necessary approvals, permissions, consents, waivers that may be required for your participation in the Emerge Network, each Consultation and otherwise perform your obligations hereunder. For example, if you are employed, your contract of employment or employer’s policies or code of conduct may require you to obtain your employer’s prior consent to your participation in Consultations or you may be required to seek consent from an entity, agency or client to whom you previously provided or with whom you have an agreement in place to provide consultancy services. You should review all such employment contracts, policies, codes of conduct and agreements and obtain any consents that may be required; ( g )you acknowledge that Emerge’s Clients operate valuable businesses and therefore agree not to directly or indirectly contact, or solicit, or attempt to solicit any of Emerge’s Clients which you have participated in a Consultation with, other than through Emerge, unless otherwise agreed in writing. This clause is effective from the time when the Specialist is introduced to a Client and extends to cover the period of one (1) year from the date of your last Consultation with the Client. This clause does not apply to the extent that you have a proven pre-existing relationship or association, based on past work performed. Furthermore, if you notify Emerge of such pre-existing relationship when a Client is proposed to you, and you do not participate in a Consultation with the Client, Emerge imposes no restrictions with regard to this Client. If a Specialist is offered employment through a contract of services or otherwise by one of Emerge’s Clients, Emerge imposes no restrictions. 5 .Term and Termination 5.1 This Agreement shall come into force on the date of your acceptance of it and shall continue until terminated by Emerge in accordance with the following provisions of this clause 5. 5.3 We may terminate this Agreement at any time with or without cause on written notice to you. 6 .Intellectual Property Ownership a . The copyright and all other intellectual property rights in any material provided to you by Emerge and contained on our website or anywhere else belongs to us or our licensors. None of this material may be reproduced or redistributed without our prior written consent. b . Unless otherwise agreed with a Client in writing, you warrant that any documentation or any other material (including without limitation reports, studies, data, diagrams, charts, specifications, and programs) (“Work Product”) provided by you to a Client are original works and you hereby agree to grant to each Client and/or Client’s Client a non-exclusive, royalty-free, perpetual licence to use any and all intellectual property rights subsisting in such Work Products in the course of its business. You hereby indemnify and agree to keep Emerge indemnified against any and all liabilities it may incur in connection with any claims or proceedings brought against it based on a claim that the Work Product provided to a Client (or an Agent, if applicable) infringes any intellectual property rights or other proprietary rights of yours or any third party. c . You shall not use the name “Emerge” or any other trademark, symbol or logo of Emerge other than with the prior written consent of Emerge. 7 .Confidentiality a . You acknowledge and agree that any Confidential Information disclosed to you during your participation in a Consultation, or leading up to or in connection with a Consultation, or otherwise pursuant to this Agreement are the proprietary and confidential property of Emerge and/or Clients (or Agent(s) if applicable). You undertake to keep confidential and not disclose the Confidential Information to any third party except insofar as (a) to obtain any necessary consent or approval required by you from a third party to participate in a Consultation provided such disclosure is strictly necessary, is on an “as needed” basis, is made subject to a requirement of confidentiality, and provided that you obtain Emerge’s and the Client’s prior approval in each case; or (b) the Confidential Information is required to be disclosed by law or by regulation, provided that you shall to the fullest extent legally permissible notify Emerge, or the Client as appropriate, of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure. For the avoidance of doubt, you acknowledge and agree that you will not disclose any Confidential Information of Emerge to any Client or other third party. b . You acknowledge and agree that any breach of this clause 7 may cause irreparable harm to Emerge and / or its Client(s) (and Agents, if applicable) and that damages would be an insufficient remedy in respect of such breach. Without prejudice to any other rights it may have, Emerge shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach. 8 .Data Protection You shall at all times comply with all applicable data protection and privacy legislation regarding the processing of all personal data obtained or held pursuant to this Agreement and / or any Consultation in which you participate. We may store and process personal data submitted by you, such as your name, contact details and biographical information for the purposes of administering your membership of the Emerge Network and may disclose such personal data to Clients in connection with consulting opportunities. You also acknowledge and agree that in certain circumstances we may be obliged to disclose personal data relating to you to third parties, for example, in order to comply with any requirements of law or any legal process, as well as to protect and defend the rights of property of Emerge, and/or our Clients. You are responsible for ensuring that the personal data relating to you and held by Emerge is true, accurate, not misleading in any way and kept up-to-date at all times by logging into our website and updating your profile when required. For the purposes of this clause, the term “personal data” shall have the meaning given in the UK Data Protection Act 1998. You further acknowledge and agree that the use, collection and disclosure of all personal data by you and us is also governed by and subject to the Privacy Policy. 9 .Terms of Payment a . Within five (5) days of each Consultation or such other period as agreed between the parties, you will confirm in writing to Emerge that the Consultation took place. You will submit an application for payment in the manner notified to you by Emerge (namely by entering the duration of the Consultation, applicable agreed rates and the bank account details into which Emerge should pay the applicable Fees). Additionally, you may provide Emerge with your own invoice. 9.2 Emerge shall pay you the relevant Fees in respect of each Consultation you undertake in accordance with the payment information provided. Time spent in any Consultation will be rounded up to the nearest fifteen (15) minutes and payment shall be made within thirty (30) days from the later of the date of receipt of a valid application for payment (or invoice) and confirmation in writing from the Client that the relevant Consultation(s) took place. 9.3 In the rare event that you do not receive payment, you shall inform Emerge in writing (for the avoidance of doubt, email shall suffice as “in writing”) within 6 months of the end of the thirty day period mentioned in clause 9.2 above, stating that payment has not been completed. 9.4 Emerge shall investigate all queries of non-payment and shall use its best endeavours to ensure the relevant Fees are paid as soon as possible thereafter. 9.5 Emerge reserves the right of non-payment for the following: 9.5.1 failure to report a Consultation under clause 9.1; 9.5.2 failure to notify Emerge within the six month period mentioned in clause above, that payment has not been completed. 10.1 Nothing in these Terms and Conditions excludes or limits the liability of Emerge for death or personal injury caused by Emerge’s negligence or for fraudulent misrepresentation. 10.2 Emerge’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with this Agreement shall be limited to the lesser of (i) five thousand pounds Sterling (GB£5,000); and (ii) an amount equal to the Fees paid to you; provided that you bring any action whatsoever within one calendar year after the cause of action has accrued. 10.3 Except where otherwise stated in these Terms and Conditions, Emerge shall not be liable for any loss or damage, or any costs, expenses or other claims including without limitation loss of profit, business, revenue, goodwill or anticipated savings, loss of any data or information and/or special or indirect loss or consequential loss or otherwise which arise out of or in connection with this Agreement. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes a consent to any subsequent breach. 1 2 Third Parties . a . Subject to Clauses 12.2, the parties confirm their intent not to confer any rights on any third parties by virtue of these Terms and Conditions,, and accordingly the Contracts (Rights of Third Parties) Act 1999 (the “1999 Act”) shall not apply. b . Subject to Clauses 12.3 and 12.4, Clients may rely upon and enforce your compliance with the terms of Clauses 4, 6, 7 and 8. c . The third party rights referred to in Clause 12.2 may only be enforced by the relevant third party with the prior written consent of Emerge and subject to and in accordance with the provisions of the 1999 Act and all other relevant terms of this Agreement. d . Notwithstanding any other provision of this Agreement, Emerge and the Specialist may by agreement in writing rescind or vary any of the provisions of this Agreement in any way without the consent of any third party and accordingly, section 2(1) of the 1999 Act shall not apply. 1 3 Severability . In the event that any part of the terms, conditions or provisions contained in this Agreement shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law. 1 4 Assignment and Sub-contracting . This Agreement is binding upon and will inure to the benefit of the parties’ respective successors and assigns. Emerge may transfer, assign or otherwise part with any or all of its rights and obligations under this Agreement. You may not assign or sub-contract your rights and obligations under this Agreement to a third party without Emerge’s prior written consent. 1 5 Amendments . Any amendment to this Agreement shall be in writing, signed by the parties and expressed to be for the purpose of such amendment. 1 6 Consequences of Expiry and / orTermination . a . On expiry or termination of this Agreement: (a) you shall delete or return at our option all Confidential Information; (b) your membership of the Emerge Network shall cease and you may no longer hold yourself out as being a Member or (unless otherwise agreed with us in writing) as having any continuing relationship with Emerge. b . Clauses 4(f), 6, 7, 8, 10, 11, 12, 13, 14, 16 and 17 shall survive the expiry or termination of this Agreement. c . Termination of this Agreement shall be without prejudice to the rights and obligations accrued by either party prior to termination. 1 7 Governing Law and Jurisdiction . This Agreement shall be governed by English law and without prejudice to Emerge’s right to take proceedings before any other court of competent jurisdiction, the parties hereby submit to the non-exclusive jurisdiction of the English courts.