techspert
Appointment: Any telephone call, discussion, meeting, survey, written response, or other interaction which takes place between the Customer and an Expert in connection with the Project.
TXP Personal Data: Means all Personal Data (as defined in the Privacy Laws) disclosed by or on behalf of TXP to the Customer or accessed by the Customer or otherwise generated because of or in connection with the provision of the Services, including any Personal Data of any Expert.
Business Day: Means a day (excluding Saturdays, Sundays, and public holidays).
Confidential Information: Means the terms of this Agreement (including the Fees) and any information relating to either party or its affiliates or their business, finances, Intellectual Property Rights or other information the disclosing party regards as confidential, whether or not reduced to a tangible form or marked "confidential", together with any Expert Materials. The existence of this Agreement and the names and number of Experts the Customer has interacted with in connection with a Project shall constitute Confidential Information.
Expert: Means an expert provided through TXP technology.
Expert Materials: Means any data, statistics, market intelligence, advice or other information provided by any Expert to the Customer in connection with a Project.
Customer: Means the person that has signed a Contract Summary.
Data Security Breach: Means any known, potential or actual breach of security leading to the destruction, loss, alteration, unauthorised disclosure of, or access to, TXP Personal Data.
Fees: Means the fee set out in the Contract Summary.
Intellectual Property Rights: Means any current and future intellectual property rights, including copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets, know-how, design rights, patents, utility models, semi-conductor topographies, rights in computer software and data, rights in databases and privacy rights, together with all related registrations, applications, renewals and rights to sue for past infringement, in every part of the world.
Material Non-Public Information: Means financial, business, or strategic information that may have a material impact on the company which has not been publicly disclosed. Confidential Information includes Material Non-Public Information.
Privacy Laws: Means all applicable privacy and data protection laws including the Data Protection Act 1998, UK GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended) and all subordinate and ancillary legislation.
Project: A consultation arrangement whereby expert advice is provided to the end client based on the agreed subject matter. Projects can be conducted via telephone depth interviewing, which includes video.
Report: Refers to the delivery of experts and their availabilities via the expert online portal or via an email.
Telephone Depth Interviewing: TXP bespoke technology used to conduct both call and video interviews.
TXP: Techspert.io
1.2 In this Agreement, unless the context otherwise requires: references to legislation are references to that legislation as amended, replaced or re-enacted from time to time; use of the term "including" means "including but not limited to"; and references to a person include an individual, firm, company, corporation, unincorporated body, any State, or any agency of the above.
1.3 Save where otherwise stated, all consents, approvals, notices, directions and/or instructions required under this Agreement shall be given in writing (which, other than notices under Clause 6, may be provided by email).
This Agreement shall be deemed to have come into force on the Start Date and shall continue until the End Date or if terminated in accordance with Clause 6 (the Term).
3.1 TXP will perform the Services with reasonable skill and care in accordance with the terms of this Agreement in exchange for the payment of the Fees paid by the Customer to TXP.
3.2 Each party appoints its representative specified in the "Key Contacts" section of the Contract Summary who shall have authority to contractually bind their respective party on all matters relating to this Agreement.
3.3 TXP shall not be liable to the Customer to the extent that it is unable to perform or is delayed in performing any part of the Services due to any act or omission of the Customer, its agents, contractors, employees, or directors.
3.4 Following delivery and acceptance of the Report, the Customer may schedule an Appointment with one or more Experts in accordance with the booking process set out in the Report. If the Customer cancels a scheduled Appointment or fails to attend within 24 hours, the Customer remains liable to pay 1 unit of the estimated Fees for that Appointment; rescheduling within 24 hours incurs 0.5 units. TXP is entitled to monitor and record the duration of all Appointments.
3.5 The Customer acknowledges and agrees that: TXP provides the Services on a non-exclusive basis and may provide similar services to any third party; Fees for an Appointment are due regardless of whether the Expert resolved the issues raised; Experts are independent contractors with no employment relationship with TXP; and the Customer will not solicit an Expert for a similar consulting engagement outside TXP, without TXP's prior written permission, for one year from the most recent Project with, or introduction to, that Expert.
3.6 TXP does not itself have knowledge or expertise in the Field and is solely a technology platform enabling Customers to connect with Experts (the Platform). TXP is not a party to any contract between a Customer and an Expert. Any description or background information TXP provides about an Expert is for information only; the Customer should perform its own due diligence before arranging an Appointment.
3.7 Where TXP allows Customers to review Experts, the Customer agrees that any review represents their honestly held belief, and that TXP may use, amend or modify such reviews on its website or other media at its discretion.
| Service | Service terms | Units |
|---|---|---|
| Direct phone consultation | 1 call up to 30 minutes | 0.8 |
| Direct phone consultation | 1 call up to 60 minutes | 1 |
| Premium phone consultation | 1 call up to 60 minutes | 1.5+ |
| Online survey | Custom Arrangements | TBA |
| EN Human Language Transcription | English transcription of call | 0.25 |
| Data review & reporting | 1 hour of data review | 0.75 |
| Moderation (English) | Per 1 hour call | 1 |
| Online multi-expert focus groups | 1 hour of expert time | 1.25 |
| Scheduled Call Cancellation | If cancelled within 24 hours prior | 1 |
| Rescheduling | If call rescheduled within 24 hours prior | 0.5 |
| Exclusive Experts | Exclusivity Fee. Valid for 6 months | 5 |
| Disintermediated Expert | Disintermediation Fee. Valid for 6 months | 5 |
| Service Screener Tracking Tool | Spreadsheet of pass/fail screener responses updated daily by your team | 1.5 |
4.1 TXP will issue invoices in accordance with the contract and the Customer will pay according to the agreed payment terms. Unless otherwise agreed, all Fees shall be paid in pounds sterling to the bank account TXP notifies in advance; an administrative charge may apply if payment in another currency is accepted.
4.2 All sums due shall be paid together with any applicable VAT, sales taxes or duties, subject to receipt of a valid VAT invoice.
4.3 Sums not paid on the due date bear daily interest at 8% per annum above the Bank of England base rate.
4.4 If sums are outstanding, TXP may immediately suspend further Services on written notice, which may include directing Experts to cease providing advice to the Customer.
4.5 Fees shall be paid without any set-off or deduction.
4.6 The Customer warrants it will not prevent, circumvent or avoid TXP's entitlement to the Fees, including misleading TXP about time spent on an Appointment, engaging an Expert directly without notifying TXP in advance, or making direct payments or benefits to an Expert in connection with a Project.
4.8 The Customer further warrants it will not contact any Expert introduced by TXP for 12 months after termination or expiry of this Agreement.
5.1 TXP shall own and control all Intellectual Property Rights in the Report and shall grant the Customer an exclusive, perpetual, royalty-free licence to use the Report in connection with the Project, subject always to Experts' rights under the applicable Privacy Laws.
5.2 Techspert shall own and control all Intellectual Property Rights in the Expert Materials, including transcripts and recordings, and shall grant the Customer a non-exclusive licence for use in connection with the Project, subject to the confidentiality obligations in Clause 9.
5.3 The Customer agrees TXP may use the Customer's name and logo on TXP's website and in promotional materials on a non-exclusive, worldwide, perpetual, royalty-free basis, and may use general information about the Customer's engagement with Experts for marketing purposes (for example, the general topics Experts were engaged to speak on). TXP will not disclose confidential information that could reasonably identify the Customer, nor link such information to the Customer's name.
6.1 This Agreement continues until the End Date stated in the Contract Summary.
6.2 The Customer may terminate for poor performance under Clause 3.10.
6.3 Either party (the non-Defaulting party) may terminate immediately by written notice if the other party (the Defaulting party): commits an unremediable material breach; commits a remediable material breach and fails to remedy it within 14 days of written notice; has a liquidator, administrator or receiver appointed (or equivalent under any jurisdiction), enters a scheme of arrangement with creditors, or becomes unable to pay its debts as they fall due; or is unable to perform its obligations for at least 30 consecutive days due to a Force Majeure Event.
7.1 Termination is without prejudice to any rights and/or obligations accruing prior to termination.
7.2 Each party's further rights and obligations cease immediately on termination, except that Clauses 1, 4, 5, 7-9 and 11-14 (inclusive), and any other parts necessary for the proper interpretation or enforcement of this Agreement, survive termination.
7.3 On termination: TXP shall cease providing all relevant Services; and each party shall, upon request, return or destroy any Confidential and Material Non-Public Information of the other party.
8.1 The Services are provided "as is"; the Customer specifically disclaims any warranty, express, implied or statutory, not expressly included in this Agreement.
8.2 TXP makes no representation or warranty as to the accuracy, completeness, quality or suitability of any Report, Expert or Expert Materials, or the success of the Project, and does not guarantee any named Expert will provide Consultancy Materials or participate in an Appointment.
8.3 The Customer is solely responsible for any decisions taken or not taken in connection with any Report and/or Expert Materials, and for any results or conclusions drawn from their use.
8.4 Subject to Clause 8.7, neither party shall be liable to the other or any other person for loss of profits, reputation, goodwill, business opportunity or anticipated savings, or any indirect or consequential loss; due to the timing of delivery of any Report; or due to any advice or information provided by an Expert.
8.5 Subject to Clause 8.7, each party's liability under this Agreement is limited to the amount of the Fee paid or payable by the Customer as at the date the relevant liability first arose.
8.6 Subject to Clause 8.7, each party is liable to the other only as expressly provided in this Agreement, with no other obligation, duty or liability in contract, tort or otherwise.
8.7 Nothing in this Agreement excludes or restricts either party's liability for fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
9.1 Each party shall, during the Term and after termination, keep confidential all Confidential Information of the other party (including ensuring its directors, employees, sub-contractors, agents and representatives do so) and shall not use or disclose it to any third party except as required to perform its obligations, or with the other party's prior written consent.
9.2 This does not apply to Confidential Information the receiving party can prove was already in its possession; obtained from a third party with good title and no duty of confidentiality; already in the public domain other than through the receiving party's default; independently developed without reference to the Confidential Information; or required to be disclosed by law, regulation or a competent authority (subject to prior notice to the disclosing party where legally permitted).
9.3 Each party acknowledges the other may seek an injunction or other equitable relief for any threatened or actual breach of Clause 9.1.
TXP shall procure that its terms and conditions with Experts contain confidentiality obligations at least equivalent to those set out here. Expert terms and conditions are available at: https://www.techspert.io/terms-and-conditions-for-experts
Upon either party notifying the other of a desired change to the Services, TXP will confirm whether the change is possible and, if so, the revised nature of the Services, any changes to the Fees, and any other necessary variations to this Agreement. If agreed in writing, the Services will continue based on the variations; if the parties cannot agree a variation in writing, the Services continue on the same terms.
A notice under or in connection with this Agreement (a Notice) must be in writing, in the English language, and delivered personally, by first class pre-paid registered post (or air mail if overseas), or (other than notices under Clause 6) by email marked "Urgent", to the address or email address specified in the Contract Summary, or another address notified by the receiving party.
A Notice is deemed given: if delivered personally, when left at the address in the Contract Summary; if posted within the United Kingdom, two Business Days after posting; if sent by air mail outside the United Kingdom, five Business Days after posting; and if sent by email, at the time sent, unless the sender receives an out-of-office response, in which case it is deemed given at 10.00am on the next Business Day if sent after 5.30pm or on a non-Business Day.
12.1 For this Clause, Data Processor, Data Controller, Personal Data, Process and Data Subject have the meanings given in the Privacy Laws.
12.2 Each party remains the Data Controller in relation to its own Personal Data and warrants it has the right to provide that data to the other party, who acts as a Data Processor.
12.3 Each party warrants it shall: observe its obligations under the Privacy Laws in connection with this Agreement; have no rights or interest in the other party's Personal Data and process it only in line with the Data Controller's written instructions; not transfer Personal Data outside the UK or EEA without meeting the Data Controller's requirements; take appropriate technical and organisational measures against unauthorised or unlawful processing and accidental loss, destruction or damage; comply with any request to amend, transfer or delete Personal Data within 14 days; notify the Data Controller immediately of any complaint, notice or communication relating to Personal Data processing, with full cooperation; notify the Data Controller within two Business Days of any Data Subject rights request or regulatory communication; restrict Personal Data access to employees who need it and ensure no onward disclosure; notify the Data Controller within 24 hours of any Data Security Breach, with remediation information; provide information and cooperation (including audits) to demonstrate compliance; immediately cease processing and delete Personal Data where consent is withdrawn, processing becomes unlawful, or on termination; and maintain records of processing activities in line with the Privacy Laws.
13.1 If a party (the Affected party) is prevented, hindered or delayed in performing its obligations by a Force Majeure Event, its obligations are suspended while the event continues, provided it notifies the other party as soon as reasonably possible and uses reasonable endeavours to mitigate the effects. Force Majeure Event means an act of God, governmental act, storm, fire, flood, earthquake, riot, sabotage, strike, explosion, civil commotion, act of war or terrorism, or any other event outside the Affected party's reasonable control.
13.2 Each party will use commercially reasonable efforts to comply with anti-bribery laws, including the Bribery Act 2010.
13.3 No delay or omission by either party in exercising any right, power or remedy shall affect that right, power or remedy, or operate as a waiver.
13.4 Nothing in this Agreement constitutes a partnership or agency relationship between the parties. Neither party has authority to bind or create a liability for the other.
13.5 This Agreement and any documents expressly referred to constitute the entire agreement between the parties in relation to the Services, replacing all prior agreements, undertakings and understandings, whether oral or written.
13.6 Each party confirms it is not relying on any statements, warranties or representations other than those expressly set out in this Agreement.
13.7 No variation of this Agreement is effective unless in writing and signed by a duly authorised representative of each party.
13.8 If any non-fundamental part of this Agreement is held illegal, invalid or unenforceable, it shall be deemed deleted and the remainder shall not be affected; the parties will use reasonable endeavours to agree lawful changes to preserve the commercial intent of the Agreement.
13.9 This Agreement is binding on the parties and their respective successors and assigns.
13.10 Neither party may assign, transfer, sub-license, encumber or otherwise deal with its rights or obligations under this Agreement without the other party's prior written consent.
13.11 The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement. A person who is not a party may not enforce any term of this Agreement without the express prior written agreement of the parties.
13.12 This Agreement may be executed in any number of counterparts, together constituting one agreement, and takes effect once executed by both parties.
This Agreement, together with the documents and instruments contemplated by or referred to herein (including the Master Services Agreement), constitutes the entire agreement between the parties in relation to its subject matter, superseding all prior agreements and understandings, whether written or oral, save that the Confidentiality Agreement continues in full force until Closing and survives any termination. This Agreement is not intended to confer upon any other person any rights or remedies.
This Agreement and all matters arising from or connected with it (including any non-contractual obligations) shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
TX provides a service that connects Clients seeking information or advice relating to a particular purpose or project (Project) within the biotechnology or healthcare industry with Experts who are able to provide their expertise and insights in respect of the required information or advice to such Clients. Experts provide their expertise in respect of the Clients' Project (the Expert Services) during a telephone call, discussion, meeting or in the form of a survey or written response or any other interaction (each a Connection).
TX arranges for the following (together the TX Service): the communication of Connection requests from Clients who wish to receive the Expert Services from an Expert, subject always to our right to decline to communicate any such Connection request in our sole discretion; the scheduling and confirmation of Connections between Clients and Experts; and the facilitation of payment of the Expert Fee for the Expert Services rendered.
TX provides a technology platform via our website, https://techspert.com (Website) that enables Experts to connect with Clients (and vice-versa). We are not a party to any contract between any Expert and a Client, nor (save as expressly set out herein) responsible for the acts or omissions of any Client. We have no obligation whatsoever to promote or endorse an Expert or their business.
Consulting projects include: Telephone consultations, Written Reports, Data Reviews, Surveys, Ad/boards/focus groups, and DYADs (a type of call).
By agreeing to these T&Cs, you represent and warrant that: as between you and us, you will be an independent contractor and nothing in these T&Cs shall render you an employee, worker, agent or partner of TX or the Website and you shall not hold yourself out as such; you have the full right and authority to agree to these T&Cs and provide your services through TX, and your provision of services through TX does not and will not breach or otherwise violate the terms of any other contract that you have entered into (including any employment or consultancy contract to which you are a party); and you shall be fully responsible for and indemnify us against any liability, assessment or claim (including reasonable costs and expenses) for taxation howsoever arising from or made in connection with the performance of your service and/or payment of the Expert Fee, or any employment-related claim or claim based on worker status brought by you against us arising out of or in connection with the provision of your services, and we may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
You have not misrepresented your identity, qualification, experience and/or knowledge.
If you agree to provide services through TX you will be asked to provide personal information which may include (but shall not be limited to) your name, postal address, email address, company name and specialisms (Personal Details). You agree that we may feature any relevant Personal Details of yours (excluding any confidential information such as your payment or bank details) and your photo in a profile of you on our website at our discretion. Such profile will be displayed for the purpose of providing information about the TX Service and your Expert Services to Clients.
Clients will approach TX seeking advice or information in connection with a Project.
TX will approach you with the following details (a Connection Request): the advice or information required by the relevant Client for which your Expert Services are sought; the hourly rate in pounds sterling (or an alternative currency agreed between us) which would be payable in respect of the Connection (Hourly Rate); and the estimated amount of chargeable time for the proposed Connection(s) (in hours and minutes).
If you accept the Connection Request, you will be invited to schedule a Connection with the Client via TX's conference call service, or such other method as determined by TX. You warrant that you shall not, nor attempt to, schedule or attend a Connection with the Client nor provide your Expert Services to the Client outside of, or independently of, TX's conference call services, Website or permitted communication methods.
You acknowledge and agree that TX does not guarantee that its conference call service or its online management of the Connections will always be available or be uninterrupted. In case of any interruption TX will try its best to rectify it as quickly as possible.
You shall comply with the reasonable instructions of the Client in respect of the Connection and shall provide your Expert Services to the Client in accordance with the instructions in the Connection Request.
You will always act professionally and courteously, and you shall not behave in a manner that is deemed obnoxious, disrespectful, or derogatory to TX or any Client or do or say anything that may bring TX or any Client into public disrepute. Furthermore, you shall not cause nuisance, annoyance, inconvenience, physical harm, or property damage to any Client.
You will provide the Expert Services with the best care, skill, and diligence in accordance with best practice in your industry, profession, or trade and in accordance with all applicable laws and regulations.
You shall use your best endeavours to ensure that any advice which you supply to a Client in connection with a Connection is true and accurate in all material respects.
You will immediately cease to provide the Expert Services upon being directed to do so by TX.
You agree to notify us immediately if there is any change in your circumstances that would result in you violating any term of this agreement.
Whilst providing the Expert Services, including any pre-service questions or questionnaires, you shall not use any artificial intelligence tools or otherwise or third party sources or material.
By participating in Connections with clients who have agreed to the distribution of recordings or transcripts by Techspert, you are acknowledging that your consultations may be recorded. These recordings ("Recordings") may be made by Techspert or on their behalf. Additionally, by engaging in these Connections, you are providing consent for the production of transcripts of these Recordings ("Transcripts"). This means that any discussions or exchanges you have with clients during these Connections may be captured and shared with third parties as deemed necessary by Techspert.
In doing so: you agree that Techspert will be the sole owner of all Intellectual Property rights (including copyright) in Recordings and Transcripts; you are granting Techspert exclusive ownership of all Intellectual Property rights, including copyright, in any Recordings and Transcripts produced, not limited by territory or subject to any royalty payments, giving Techspert the right to use, distribute, reproduce, publish, summarise, sublicense, and utilize the Recordings and Transcripts in their entirety or in part, in any language or format and across all media platforms for commercial purposes, including creating its own content based on the Transcript, with this assignment continuing after the completion of the project; and you irrevocably waive all moral rights in any Recordings and Transcripts (and the contents thereof) in favour of Techspert.
For the purposes of this Clause 6: Expert Materials means any data, statistics, market intelligence, advice or other information provided by any Expert to the Client (whether provided in writing, orally or by another means) in connection with a Project; and Intellectual Property Rights means any current and future intellectual property rights, including copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights, together with all similar or analogous intangible rights, in every part of the world, whether or not registered, including all granted registrations and applications, renewals, reversions or extensions, the right to sue for damages for past infringement, and all forms of protection of a similar nature which may subsist anywhere in the world.
You will ensure that all Personal Details and any other information including employment history that you supply to us are complete and accurate in all material respects. In addition, you shall notify us immediately of any changes to your Personal Details or your payment and bank details.
You shall at all times obtain and maintain all necessary licenses, consents, permissions, and insurances required to offer and/or provide the Expert Services in connection with the relevant Connection and to perform your obligations under these T&Cs, including any licenses or consents required by any governing body or industry body and/or any applicable laws in any relevant jurisdiction.
To avoid potential conflicts of interest, you agree not to provide your Expert Services in relation to any Project relating (directly or indirectly) to a company or other organisation for which you are a current employee, director, trustee, officer, or board member (or hold a similar position) or Expert, nor shall you provide your Expert Services in relation to any Project for a Client that is a direct competitor of a company or organisation for which you are a current director, trustee, officer, board member or employee (or hold a similar position). Please review our conflicts of interest Policy which can be found here.
Further, you warrant that (and shall be responsible for ensuring that) your provision of the Expert Services does not present any conflict of interest or perceived conflict of interest, nor would it result in a breach of any legal obligation to any third party (including but not limited to your current and former employers and any other entity to which you provide identical or similar services).
You must inform TX immediately if you believe you may be in breach of clauses 7.1 to 7.4 above and you further agree to decline (or immediately cease your participation in) any Connection which results or would result in you breaching any such clause.
You agree that, unless we otherwise agree in advance in writing, for a period of one year from the completion of any Connection with a Client to whom you have been introduced by us (a Relevant Client), you will not solicit, negotiate with, or enter into any agreement or other arrangement (whether written or oral) with that Relevant Client to provide services of an identical or similar nature to the Expert Services, other than through the TX platform. This clause will survive termination or expiry of these T&Cs. In the event that you breach this undertaking, you agree by way of pre-agreed compensation that we shall be entitled to receive as a debt any payments you may receive from such Relevant Client.
You also agree that, during a project and for a period of one year from the completion of a project for a client of whom you have been first introduced to by TX, you will not, without the prior written consent of TX, accept employment with the Client performing services of the type you provided as a consultant on a project arranged by TX.
You agree that you shall be responsible for all costs incurred by you in connection with your provision of the Expert Services (including but not limited to all telephone call or conference services charges).
Your fee shall be equal to the Hourly Rate multiplied by the total amount of time which you spend attending one or more Connections with the Client (calculated in hours and minutes) (Expert Fee). Following completion of a Connection with a Client, TX will by the 8th working day of the following month send you a link from a payment service provider, which will enable you to securely provide your bank details for receipt of payment of the Expert Fee to your bank account. If any additional processing fees are incurred in making payment due to issues in making payment to the Expert through the payment service provider, this will be deducted from the Expert Fee payable.
If a Connection is cancelled (i.e. not rescheduled to a later date) by the Client or TX, and such cancellation is not followed by notification within seven (7) days of the intention to reschedule to a later date, the cancellation shall be treated as final and subject to the applicable cancellation terms set out in this Agreement: if more than 12 hours prior to the scheduled time of the Connection, you will receive no payment in respect of the Connection.
If a Connection is cancelled by the Expert at any time, no payment will be made to you in respect of such cancelled Connection.
Payment of the Expert Fee in respect of Expert Services consisting of review of Client data will be processed after a quality check by the Client.
If a client disputes your request for payment or your performance on a project, TXP may withhold payment until the dispute is satisfactorily resolved. You accept that TXP has the sole authority to resolve a dispute using its reasonable discretion.
You further agree that you have no right to payment if TXP reasonably determines that you have violated these Terms and Conditions.
Many countries have transparency laws concerning payment to professionals where interactions need to be recorded for compliance purposes. In order to facilitate this compliance requirement, by accepting the terms and conditions and/or performing the services you consent to your personal details and honoraria being shared to the end client in these circumstances.
If we make available functionality which allows Clients to provide a review of your Expert Services or of the Client's use of the Website, we require the Client to agree that: the review represents their honestly-held belief; we have the right to use that review on the Website or other media platforms, and modify its content, at our discretion; and we may remove the review from the Website at any time using our sole discretion. Please notify us immediately if you believe that any review of your Expert Services is misleading, unfair or otherwise inaccurate. We disclaim all liability, to the extent permitted by applicable law, in relation to any reviews displayed on the Website.
Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
The TX Service is provided "as is" and "as available". To the extent permitted by law, we exclude all conditions, warranties, representations, or other terms which may apply to the TX Service or any content on it, whether express or implied (including any representation, warranty or guarantee regarding the reliability, suitability, creditworthiness, honesty, or integrity of any Client).
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, the conference call services, or any other communication mechanisms supplied or arranged by TX; any transaction or relationship between you and any Client; or any failure in performance for causes beyond our control.
In addition, we have no liability to you for any: indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profit, loss of data, personal injury or property damage related to the Website or any Client; or loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.
Given that we operate as a platform and connect you with Clients, our maximum liability to you (whether in contract, tort, negligence, misrepresentation or under any other legal head of liability) in relation to the Website shall be limited to the total amount of the Expert Fee which are due to you from time to time in accordance with these T&Cs.
TXP has no obligation to defend you, provide you with legal assistance or pay any legal fees on your behalf.
You agree to indemnify and hold TX and its officers, directors, employees, independent contractors, and agents harmless from any and all claims, demands, losses, liabilities, expenses (including legal fees) arising out of or in connection with: your provision of Expert Services to Clients; your breach of these T&Cs; and your infringement of the rights of any third party (including any Intellectual Property Rights).
We shall not be liable for any failure to fulfil any of our obligations to you insofar as such failure is due to a Force Majeure Event. For the purposes of these T&Cs, Force Majeure Event means all events beyond our reasonable control including but not limited to war, hostilities, invasion, riot, civil commotion, royal bereavement, strikes, epidemic or pandemic, government control, network or telecommunications system failure, lockouts, fire, flood, storm, or other natural catastrophe.
We may terminate your engagement as an Expert under these T&Cs at any time and for any reason. We will provide you with as much notice as is reasonably possible of any such termination, unless you are in material breach of these T&Cs, or in our opinion any delay in termination would expose us or any third party (including any Client) to a risk of harm or damage, in either case of which we may terminate your engagement as an Expert immediately. Furthermore (without prejudice to your accrued rights and remedies against us), we may remove you from the Website and disable your account at any time at our sole discretion.
You may terminate your engagement as an Expert under these T&Cs by giving us no less than 2 weeks' notice in writing. Where you have accepted any Connection Request(s) prior to giving notice to terminate your engagement, such notice shall expire on the completion of all relevant Connections agreed to before the date on which it is served.
On termination of your engagement under these T&Cs, these T&Cs will no longer bind you except that any provision which expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect (including without limitation sections 5.6 and 17).
If so requested by any Client at any time, you shall destroy or return to such Client all documents and materials containing, reflecting, incorporating, or based on such Client's Confidential Information and erase all such Client Confidential Information from your computer and communications systems and devices. To the extent that you are required to retain any Client Confidential Information by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction, the provisions of these T&Cs in respect of confidentiality shall continue to apply to any documents and materials retained by you.
You agree that you shall at all times do everything within your power to keep confidential all Confidential Information as well as any material non-public information held by you or received by you in connection with any Client or TX and shall not use any Confidential Information of any Client or TX except strictly as required to perform your obligations in respect of such Client or TX under these T&Cs, nor disclose any such Confidential Information to any third party except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority (subject to supplying a copy of the required disclosure to TX or the Client where legally permitted, incorporating any reasonably requested amendments, and disclosing only the minimum required), or with the prior written consent of TX or the relevant Client.
Confidential Information means all information of a confidential or proprietary nature, whether or not marked as such, which becomes available to you in connection with any Project and/or your provision of the Expert Services, including: the existence of any Project and any information contained in or forming part of the Expert Materials (including the content of any telephone discussions held with any Client); the fact that you are providing the Expert Services to a particular Client; any personal information which relates to or ultimately belongs to any Client; any information relating to the business, affairs, clients, intentions, or market opportunities of the Client or its affiliates; any information relating to the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Client or its affiliates; and any information, findings, data, or analysis derived from Confidential Information.
The confidentiality obligations shall not apply to Confidential Information which you are able to prove was already in your possession at the date it was received or obtained from that Client or TX; which you obtained from some other person with good legal title who does not have any duty of confidentiality; which comes into the public domain otherwise than through your default or negligence; or which is independently developed by you without reference to or reliance on any Confidential Information (which you are able to prove by written records).
Without prejudice to any other rights or remedies that TX may have, you acknowledge and agree that TX and any Client for which you provide Expert Services shall, without proof of special damage, be entitled to an injunction or other equitable relief for any threatened or actual breach of these confidentiality provisions, in addition to any damages or other remedy to which it may be entitled.
In providing the Expert Services, you agree to only share public, non-confidential information with Clients and understand that no Client wishes to receive Confidential Information belonging to a third party; you warrant that you have not breached, nor will breach, any duty or obligation of confidentiality that you owe to any third party in providing any information to any Client or TX; and you warrant that you have not induced, nor will induce, any third party to breach any duty or obligation of confidentiality owed to any third party, nor have paid nor will pay any third party to provide any information to you for the provision of the Expert Services. Where you suspect that any third party who provides you with information has breached any duty or obligation of confidentiality in providing it to you, you agree not to use such information for the purposes of providing the Expert Services.
Our collection and use of your personal data and any data you input whilst using the Website (including your Personal Details) shall be in accordance with our privacy policy located at https://techspert.com/privacy-policy and any Privacy Notice we make available to you from time to time.
You undertake to comply with the provisions of the Data Protection Legislation in so far as it relates to your provision of the Expert Services to Clients under these T&Cs. TX and the Expert record their belief that for the purposes of these T&Cs, we are the Controller, and the Expert is the Processor.
For the purpose of this clause: Client Personal Data means any personal data which the Expert processes in connection with the Expert Services, in the capacity of a processor; Controller, Personal Data and Processor shall have the meanings given to them in the Data Protection Legislation; Data Protection Legislation means the UK GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as applicable) and any other relevant local laws relating to the protection of Personal Data; and UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Scope, nature, purpose, duration and categories of processing: the scope of the Expert's processing relates to their provision of the Expert Services; the nature of the processing involves the Expert accessing and processing Client Personal Data which the Client has lawful access to, so as to enable the Expert to fulfil the Expert Services; the purpose is to allow the Expert to fully apply their skills and expertise to the benefit of the Client, for the duration of the Expert's work with the Client; the types of Client Personal Data include (but are not limited to) names and email addresses and may include sensitive personal data relating to health; and the categories of Data Subject are employees and partners of the Client and those Data Subjects involved in the studies, collaborations or other work the Client participates in.
Without prejudice to the above, the Expert shall: process Client Personal Data only on our documented written instructions unless required otherwise by applicable law (notifying us promptly before doing so, subject to legal restrictions, and immediately informing us if our instructions appear to infringe Data Protection Legislation); implement appropriate technical and organisational measures against unauthorised or unlawful processing and against accidental loss, damage or destruction, having regard to the sensitivity of the data; ensure all personnel with access to personal data are obliged to keep it confidential; promptly assist us in responding to data subject requests and in ensuring our compliance with Data Protection Legislation regarding security, breach notifications, impact assessments and regulator consultations, notifying us without undue delay of any relevant complaint, notice or communication; notify us without undue delay after becoming aware of a Personal Data Breach; at our written direction, delete or return all Client Personal Data on termination or expiry of the provision of Expert Services and certify in writing that this has been done, unless required by applicable law to continue processing (in which case the Expert shall notify us of that law and only process the data for the notified purpose); and maintain adequate records, make information available on request, and allow for audits and inspections to demonstrate compliance.
The Expert shall not, without our prior written consent, appoint or replace any other processor in relation to Client Personal Data or transfer Client Personal Data to the same, or carry out any processing or transfer of Client Personal Data outside of the UK, including processing on equipment situated outside of the UK.
We do not guarantee that the Website will be secure or free from bugs or viruses.
You must not: misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; attempt to gain unauthorised access to the Website, the server on which the Website is stored, or any server, computer or database connected to the Website; or attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Techspert reserves the right to request identity verification for any non-standard payment transactions and/or as part of the provision of Expert Services. This is in accordance with our legal obligations under English law, including but not limited to compliance with anti-fraud and anti-money laundering regulations. Failure to provide the requested identification may result in the withholding or delay of payment until the verification process has been completed to Techspert's satisfaction and the Expert's identity has been confirmed in accordance with applicable legal requirements.
If any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity or enforceability of the rest of the T&Cs. If any provision or part-provision of these T&Cs is deemed deleted under this clause, TX and the Expert shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provisions.
This Agreement and the documents, instruments and other agreements among the parties as contemplated by or referred to herein (including the Master Services Agreement) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement. This Agreement is not intended to confer upon any other person any rights or remedies hereunder.
These T&Cs, their subject matter and the formation of the Expert engagement hereunder, are governed by English law. TX and the Expert irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these T&Cs or their subject matter or formation of the Expert engagement hereunder.
We may revise these T&Cs at any time by posting the updated terms of use on the Website, but such changes do not apply to your engagement as an Expert until you have been notified of them. Your continued provision of Expert Services after we have notified you of any changes to these T&Cs shall constitute your agreement to be bound by such revised T&Cs. For clarity, any such revised T&Cs shall operate prospectively and shall govern Expert Services rendered in respect of Connections agreed after the date of such revision; however, Expert Services rendered in respect of Connections agreed prior to the date of such revision shall continue to be governed by the version of the T&Cs in operation at the time such Connection was agreed.
To contact us, please email compliance@techspert.com or use the form found at https://techspert.com/contact-us
Last Updated: November 2025
Version 4.0
