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Terms & Conditions
Terms and Conditions of Evalueserve Circle of Experts
As updated on 12-Feb-2009 / 04:10 AM(GMT)
  1. Introduction

    Thank you for joining Evalueserve Circle of Experts. The following Agreement is between you and Nitron, Inc., a wholly-owned subsidiary of Evalueserve, Ltd. (“Evalueserve”), doing business as Evalueserve Circle of Experts (“CoE”), having its registered office at 615 South Dupont Highway, Dover, DE 19901. 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 CoE.

    These supersede all prior Terms and Conditions between CoE and Experts. By submitting your application form to CoE or verifying your acceptance of these Terms via the CoE website, you agree to be an Expert in CoE and bound by these Terms and Conditions.

    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. Contact information for CoE is provided in Clause 7 of this Agreement.

  2. Background

    Evalueserve Circle of Experts is a network of industry Experts in and across sectors and countries that includes business professionals, consultants, academics, researchers, and regulatory observers. Experts maintain their contact information, Expertise description, preferences for interacting with CoE, and payment information at the private “Login” area for members (“Extranet”) on our website (CircleofExperts.com).

    Evalueserve’s Clients include investment managers, corporations, law firms, and other organizations. Based on our Clients’ needs, CoE will contact a relevant Expert to ascertain whether such Expert is well suited to a consulting project (“Assignment”). Assignments 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 (“Consultations”). Optional Assignments can be broader than one-on-one Consultations, and may include dinners, online surveys, discussion groups, and written deliverables including the preparation of research findings or quantitative models, appearances in legal cases as an Expert witness, and/or collaboratively written documents with multiple Experts such as Delphi future forecasts or proposals for novel industry practices or other business opportunities. 

    Circle of Experts originally was known as Nitron Circle of Experts. We are pleased to have merged with the global research firm Evalueserve (www.Evalueserve.com) in 2007, as this relationship creates a broad range of consulting engagements for our Experts and Clients. We now do business as Evalueserve Circle of Experts.

  3. Purpose of Terms and Conditions

    These Terms and Conditions describe the relationship between Experts and CoE, the means of interaction with Evalueserve’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 “Consultation 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.

  4. Restrictions on Joining Circle of Experts

    You may join the CoE only if you are permitted to do so and have obtained necessary consents or waivers from relevant parties. You should not be restricted by law, employment, or any conflict of interest situation whether by any contract, employment, or otherwise. For example, if your employer’s policies require you to receive explicit consent for participation in outside consulting opportunities, you agree to obtain such consent prior to participating. You have reviewed your employment agreements, employee manuals, codes of conduct, etc., to ensure your ability to participate in CoE. If you are not sure about your ability to comply with these Terms, you must decline to join CoE.

  5. Expert Relationship

    • Assignments and Consultations

      • An Expert will be contacted by phone or e-mail whenever CoE believes that there is a potential match between a Client’s research interests and the Expert’s profile.

      • CoE generally 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 Consultation. After the screening calls with Experts, CoE 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 Consultations should be scheduled at a mutually convenient time with the Client within five business days. All Consultations you provide should be performed in a prompt, focused, and professional manner.

      • All Consultations between Experts and Client must be coordinated through CoE. If a Client contacts you directly, please inform CoE immediately and we will confirm the Consultation for you and the Client. We may indicate that you can schedule the Consultation time independently with the Client, as long as CoE 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 CoE) 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 CoE will reimburse the Expert for that time.

      • You have no minimum time commitment to CoE unless otherwise agreed to, and may engage in any employment or other consulting you wish. Experts are never obligated to accept an Assignment, and CoE 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 CoE.

    • Profile Completion

      In order for us to introduce you to more Assignments, you agree that your biographical data will be kept current. In particular, you certify that information you provide about your current and past employers, educational experience, and status as a member of any association or other group is complete and accurate. You agree to review and update your biographical data from time to time and notify CoE of any changes therein. CoE shall have the discretion to make the necessary amendments or revisions based on the information that we receive from you. You should list the topics that you cannot discuss or other restrictions that may be applicable to you for Consultations.

    • Communication Options

      • 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.

      • After signing up as an Expert, you may choose later to “opt-out” and request CoE not to contact you in the future, via email or your online profile. All such requests will be respected and documented by CoE.

      • Experts optionally may indicate that they wish to receive electronic communications from CoE regarding Client research 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 Assignment).

      • 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 authorised representatives. You agree to immediately notify CoE of any unauthorized use of your password or account or any other breach of security. CoE cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

    • Independent Contractor

      • Any Assignments performed by you as an Expert shall be performed as an independent contractor. You shall not be deemed to be an employee of Evalueserve, CoE, or any Client, and you shall not be entitled to any benefits provided by Evalueserve, CoE, or any Client. 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 Evalueserve/CoE or acting on behalf of your current employer in your Consultations with Clients.

      • If you establish contact with a third party in connection with any Assignment or Consultation, 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 CoE by email or phone. CoE reserves the right to terminate your Expert membership at any time for any reason.

  6. Payment

    • Experts are paid based on hourly or daily rates that are agreed to between the Expert and CoE, as documented in your profile. 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 by wire, check/bank draft, or Paypal (www.paypal.com). At minimum, we guarantee payment in US dollars by check.

    • CoE agrees to reimburse the Expert at 50 percent of their hourly fee for travel time involved in an in-person Consultation for the following: (i) In-flight time including time between connecting flights, (ii) In-train travel time including time between connecting trips, (iii) Driving time in excess of 3 hours roundtrip (90 minutes one way) in an 8-hour day, and in addition, (iv) Reasonable time for local travel to and from the airport/train station at point of origin of the trip and at the destination where Consultation will be performed, may be added.

      Reimbursement of such expenses will be subjected to the following conditions:
      (i) Unavoidable and unusual delays due to weather, equipment failure, etc., will not be considered in computing payment for travel time
      (ii) The travel will be directly Assignment related and the Expert will avoid unnecessary travel
      (iii) The Experts will make reasonable efforts to book cancelable or re-schedulable tickets for travel

    • CoE is not responsible for extraordinary time and expenses related to travel/stay that may be incurred by the Expert during an Assignment due to any unforeseen contingency, such as unexpected severe weather, substantial delays, or accidents in transportation, personal health issues, or property theft.

    • Payment requests should be submitted no later than 3 months after the completion of the Assignment in order to remain valid. For Assignments lasting longer than a week, Experts may submit interim Assignment logs and be paid accordingly. Reimbursement for travel or other expenses approved in writing by CoE must be accompanied by actual receipts submitted by mail.

    • Payments will be issued within one month of an Assignment being recorded in the extranet by the Expert. However, CoE 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 Assignment or Consultation, until such time the inquiry is closed.

    • CoE 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 CoE.

    • Your agreement is with Nitron Inc. (referred to herein as “CoE”). As CoE’s Clients will be the recipients of your services via contract with CoE, there is no need to add a value-added tax. The US Experts will receive a US I.R.S. Form 1099 for any payments if Expert is paid over $600 during a calendar year.

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

  7. Contacting Circle of Experts

    The company operating Evalueserve Circle of Experts is Nitron, Inc., which is incorporated in the state of Delaware in the US and is a wholly-owned subsidiary of Evalueserve Ltd. It maintains operations around the globe. The contact details are:

    Evalueserve Circle of Experts
    615 South Dupont Highway, Dover,
    DE 19901, USA

  8. Consulting Policies

    An Expert shall abide by the guidelines set forth below. If in the course of an Assignment you believe that a Client may be causing you, inadvertently or otherwise, to violate a guideline set forth below, you must halt the Assignment and immediately inform CoE. In case of early termination of an Assignment due to the afore-mentioned reasons, you may submit a payment request early for the time already incurred.

    • Conflict of Interest

      • You must decline to participate in or continue to participate in any Consultation or any other activity that presents a conflict of interest or a perceived conflict of interest or cause you to breach any agreement with another entity.

      • You are not eligible to work on Assignments involving information specifically about an organization for which you are a director, officer, or employee, without your employer's written permission. If you are inadvertently given an Assignment with an organization for which you are a director, officer, or employee, you must decline the offer and let CoE know the reason.

      • Experts may not accept Consultations with competitors of their current employer. Additionally, for and in the course of a Consultation/Assignment, you will not initiate dialogue with your acquaintances to obtain information about a company where they are serving as current employees.

      • If a public company for which you are a director, officer, or employee is involved in a tender offer, you must decline all Assignments until the tender offer is resolved. You may also not participate in an Assignment if it is likely to result in disclosure of material, non-public information concerning any public company.

      • You shall also not reveal any trade secrets, proprietary business information or any other confidential information pertaining to your company, the Client, CoE or any other third party, if you are not authorized to do so.

    • 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.

    • Insider Trading

      In accordance with securities laws, Experts must not disclose or communicate any information pertaining to trade secrets, intellectual property, proprietary, or confidential information about their employer or any other entity or person that is not otherwise accessible by the public and that would have a measurable impact on the value of financial instruments related to that company (“material non-public information”). The Experts must ensure that their participation in any Assignment is in conformity with all applicable laws of their country of residence and will not violate the public policy of their country of residence.

    • Legal, Financial, and Medical Advice

      You agree not to provide financial or medical, advice or recommendation. Our Experts who are lawyers do not and shall not establish attorney-Client relationships with Clients. Experts who are doctors do not and shall not provide medical advice. Expert who are financial or investment advisors do not and shall not offer financial or investment advice.

    • Government Employees

      If you are a government employee in a country (such as the US) in which government employees are prohibited from participating in outside Assignments, then you cannot participate in such assignments. If you are a government employee in a country where consulting is permitted but approval is required for the same, we require that you document proof of such approval from the relevant authorities before participating in any Assignment s. With respect to countries in which retired government officials have restrictions on their ability to consult, you are required to inform CoE of your knowledge of any such restrictions and decline Assignments that conflict with them.

    • Confidentiality

      • You agree to maintain the confidentiality of all information about CoE and Clients’ practices including the subject and contents of any Assignments performed for Clients; your compensation; and the name of the Client, Client's employee, or Client’s Clients and business partners ("Confidential Information"). You further agree to maintain the confidentiality of the Client’s research interests or target investments ideas, where the Client is from the financial market (institutional investor, hedge fund, private equity, etc).

      • If you are working in collaboration with other Experts of CoE, you have the same confidentiality obligations to the other Experts as you do to CoE.

      • You agree not to divulge the confidential information of any Assignment to any third party, unless required by law. If a court or other legal body tries to compel you to divulge confidential information to anyone other than CoE, you will immediately notify CoE and cooperate in protecting such confidential information to the extent possible under relevant law.

      • You are welcome to publicize that you are a member of Evalueserve Circle of Experts.

    • Information Ownership

      Unless otherwise agreed, any written materials you provide to the Client in the course of work on an Assignment must be your original work or information that is in public domain. If you develop some written material at the specific request of the Client or CoE and the related time and/or expenses are paid for by CoE, then the Client or CoE respectively, will own the materials as “work for hire” and for any purpose they choose. All other materials you have created outside an explicit Client/CoE request remain your exclusive property. However, Experts may not directly communicate any written materials to the Client unless CoE has been notified in writing or unless CoE (on behalf of the Client) has instructed the Expert to provide such information to the Client.

    • 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 CoE, until one year of your last assignment with that Client or your initial introduction to that Client through CoE , whichever was later. An Introduced Client is a Client with whom you had not had a significant meeting or phone call about an Assignment or other business relationship within the three years immediately prior to CoE 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 CoE immediately. In these cases, CoE 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 CoE or any Client with whom you have completed an Assignment until one year of your termination of membership in the CoE.

  9. 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 CoE notifies you that your employer has placed such a restriction on your capacity to consult.

    • Further, CoE may divulge your Circle of Experts membership details to authorized persons from your current or former employer, if CoE receives such a request from your current or former employer. This is so that we may confirm any consents or approvals that may be required prior to your providing a Consultation.

  10. Privacy Policy

    • CoE will not disclose the names, contact information, or Consultation records of CoE Experts to outside parties, unless an Expert provides consent or where required in extraordinary circumstances, such as by legal authorities. 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.

    • (a) CoE 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 or (ii) where you have consented to share your personal details at the time of signing up. If you do not wish to have your information shared in the future, please email an opt-out request to us at CoECompliance@evalueserve.com

      Note: 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.

      (b) CoE Clients (and their employees and consultants) are bound by their contract with CoE, from disclosing your identity and information to any third party or using your personal data in any way that is not directly related to the business relationship between CoE and the Client.

    • CoE 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. CoE also reserves the right to perform background verification to confirm the biographical details presented by you.

    • CoE will not sell any information about you to third parties for any reason including but not limited to marketing of goods and services. CoE selectively may note third-party goods and services on our website and extranet that are relevant to business professionals, without divulging information about our Experts. The Expert may choose to follow a Web link or other path to a third party and explicitly sign a separate agreement with them covering use of their goods or services.

    • Regardless of your residence or nationality, you permit CoE 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. CoE makes exceptional efforts to maintain the privacy and security of your data.

  11. Expert’s Responsibilities

    • General Liability

      CoE 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 CoE immediately. You are solely responsible for your actions.

    • Indemnification

      CoE agrees not to hold you liable for indemnification against claims, actions, damages, expenses, and liabilities of any kind unless they relate to (i) any breach by you of your covenants under this Expert Terms and Conditions or under any applicable law, (ii) gross negligence or willful misconduct on your part, or (iii) any incorrect or substantially incomplete information provided by you as part of your biographical data and application. Only in the exceptional circumstances (i), (ii), and (iii) above shall you indemnify, defend, and hold harmless CoE and its successors, its officers, directors, employees, agents, and Clients from and against all such damages and liabilities to the extent permitted by law.

    • Injunction

      If you breach or threaten to breach any of the Terms herein, you acknowledge that CoE’s remedy at law will be inadequate and that CoE will be entitled to an injunction to prevent your breach and maintain the status quo pending arbitration.

    • Notification of Legal or Professional Investigations

      If an Expert has committed a felony, this should be communicated to CoE 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 CoE’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. CoE reserves the right to initiate legal proceedings against the Expert.

  12. Additional Terms

    • Liability Limitations

      In no event shall CoE 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

      • CoE reserves the right to change, amend, or modify these Terms and Conditions as and when necessary without advanced notice to you. These Terms and Conditions and any subsequent revisions are made available to you when you access our website or prior to your accepting any future Assignment. We encourage you to regularly visit our website and review these Terms.

      • By becoming an Expert of CoE, you agree to be bound by the Terms and Conditions with such updates, if any, as shall be made by CoE from time to time. Updates will not become effective with respect to a Consultation on which you are then engaged, without your consent, but will apply to any Consultations subsequent to a change in these Terms and Conditions. In such an event, you shall be obliged to accept the new Terms and Conditions if you wish to take part in future Consultations.

      • You agree that CoE shall not be liable to you or any other third party for any amendment, modification, suspension, or discontinuance made to these Terms and Conditions.

    • Copyright

      All material on CoE's website, whether explicitly marked or not, is protected by copyright. By posting material (i.e., surveys), Experts expressly grant CoE the non-exclusive right to publish, broadcast, copy, distribute, and make available for download such material, whether alone or in combination with other materials. Experts may download material from CoE's website for their personal, non-commercial use. CoE owns the copyright on any text, which an Expert provides to CoE, unless such content is explicitly labeled as having been previously published in a publicly accessible format and/or another party owns a copyright to such text.

    • Governing Law

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

      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

      Either Party may submit the dispute to binding arbitration by providing written notice to the other Party and JAMS (Judicial Arbitration and Mediation Services) in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (revised February 19, 2005), except to the extent that such rules are inconsistent with the provisions set forth herein (the “Rules”). The arbitration shall be administered and conducted by JAMS in accordance with the Rules in California and shall be the final, binding and exclusive means to resolve any dispute. The venue for arbitration will be Los Angeles, California. The arbitration shall be conducted by a single arbitrator jointly selected by the Parties from the list provided by JAMS.  If the Parties are unable to agree upon a single arbitrator, each Party will select one arbitrator from the JAMS list and the two arbitrators shall select a third arbitrator, to sit as the sole arbitrator, from the JAMS list. Each Party will pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such Party’s case (collectively, “Attorneys’ Fees”). 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

      CoE 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.