Terms and Conditions for Experts
These terms and conditions (these T&Cs) set out the terms and conditions which govern the legal relationship between you, the expert (referred to herein as you or Expert) with techspert.io Limited (TX, we, our, us), including the terms on which you agree to provide services to third parties seeking advice and information through TX (Clients).
We are registered in England and Wales under company number 09874279 and have our registered office at 52 Burleigh Street, Cambridge, CB1 1DJ.
Please read these T&Cs carefully before you accept any Connection (defined below). In agreeing to accept a Connection, you agree to be bound by these T&Cs, which establish a contractual relationship between you and us. It is your responsibility to read these Terms and Conditions carefully. You must also periodically check our website to review any general information that may be posted on the website. We will endeavor to notify you of any material changes to these Terms and Conditions
1.1 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).
1.2. TX arranges for the following (together the TX Service):
1.2.1 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; 1.2.2 the scheduling and confirmation of Connections between Clients and Experts; and 1.2.3 the facilitation of payment of the Expert Fee for the Expert Services rendered.
1.3 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
- Ad/boards/focus groups
- DYADs (type of calls)
2. Your Status
By agreeing to these T&Cs, you represent and warrant that:
2.1 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;
2.2 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, without limitation, any employment contract or consultancy contract to which you are a party); and
2.3 you shall be fully responsible for and indemnify us against any liability, assessment or claim (including reasonable costs and expenses) for: (i) taxation howsoever arising from or made in connection with the performance of your service and/or payment of the Expert Fee (as defined in Paragraph 9 below); or (ii) any employment-related claim or any 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.
3. Your ProfileIf 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.
4. The Connection Process
4.1 Clients will approach TX seeking advice or information in connection with a Project.
4.2 TX will approach you with the following details (a Connection Request):
4.2.1 the advice or information required by the relevant Client for which your Expert Services are sought;
4.2.2 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).
4.3 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.
4.4 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.
5. The Expert Services
5.1 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.
5.2 You will always act professionally and courteously, and you shall not behaviour 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.
5.3 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.
5.4 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.
5.5 Pursuant to clause 14.1, you will immediately cease to provide the Expert Services upon being directed to do so by TX.
5.6 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.
6. Intellectual Property Rights
6.1 You shall own and control all Intellectual Property Rights in the Expert Materials, but you agree to grant to the Client a non-exclusive, irrevocable, perpetual, royalty-free license to use the Expert Materials for the purposes of receiving the Expert Services and for the purposes of the Project. You also grant to TX a non-exclusive, irrevocable, perpetual, royalty-free license to use the Expert Materials to the extent required for TX to provide the TX Service to the relevant Client.
6.2 For the purposes of this Clause 6:
6.2.1 Expert Materials shall mean any data, statistics, market intelligence, advice or other information provided by any Expert to the Client (whether such information is provided in writing, orally or by another means) in connection with a Project; and
6.2.2 Intellectual Property Rights shall mean any current and future intellectual property rights, including: (a) 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; (b) all intangible rights and privileges of a nature similar, analogous or allied to any of rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world.
7. Your Obligations
7.1 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.
7.2 You shall at all times obtain and shall 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 without limitation any licenses or consents required by any governing body or industry body and/or any applicable laws applicable in any relevant jurisdiction.
7.3 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 for which you 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 for which you hold a similar position).
7.4 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).
7.5 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.
8. Non- Solicitation and Acceptance of Employment
8.1 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 8.1 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.
8.2 You also agree that, during a project 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 to that of which 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).
10.1 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 within 10 days 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.
10.2 If a Connection is cancelled by the Client or TX:
10.2.1 more than 12 hours prior to the scheduled time of the Connection, you will receive no payment in respect of the Connection;
10.3 If a Connection is cancelled by the Expert at any time, no payment will be made to you in respect of such cancelled Connection.
10.4 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.
10.5 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.
10.6 You further agree that you have no right to payment if TXP reasonably determines that you have violated these Terms and Conditions
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: (i) the review represents their honestly-held belief; (ii) we have the right to use that review on the Website or other media platforms, and modify its content, at our discretion; and (iii) 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.
12. Limitation of our liability
12.2 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, without limitation, any representation, warranty or guarantee regarding the reliability, suitability, creditworthiness, honesty, or integrity of any Client).
12.3 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:
12.3.1 use of, or inability to use, the conference call services, or any other communication mechanisms supplied or arranged by TX;
12.3.2 any transaction or relationship between you and any Client; or
11.3.3 any failure in performance for causes beyond our control.
12.4 In addition, we have no liability to you for any:
12.4.1 indirect, incidental, special, exemplary, punitive, or consequential damages;
12.4.2 loss of profit, loss of data, personal injury or property damage related to the Website or any Client; or
12.4.3 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.
12.5 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.
12.6 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:
13.1 your provision of Expert Services to Clients;
13.2 your breach of these T&Cs;
13.3 your infringement of the rights of any third party (including any Intellectual Property Rights).
14. Force Majeure
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.
15.1 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: (i) you are in material breach of these T&Cs; or (ii) 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 under these T&Cs 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.
15.2 You may terminate your engagement as an Expert under these T&Cs by giving us no less than 2 weeks' notice in writing. Notwithstanding the foregoing, 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.
16. Consequences of Termination
On termination of your engagement under these T&Cs pursuant to clause 14:
16.1 these T&Cs will no longer bind you except that any provision of these T&Cs that expressly or by implication are intended to come into or continue in force on or after termination of your engagement shall remain in full force and effect (including without limitation sections 7.6 and 16); and
16.2 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.
17.1 You agree that you shall at all times do everything within your power to keep confidential all Confidential Information as well as any material nonpublic information held by you or received by you in connection with any Client or TX and shall not:
17.1.1 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
17.1.2 disclose any such Confidential Information to any third party except:
126.96.36.199 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that you shall, if legally permitted, supply a copy of the required disclosure to TX or the Client (as applicable), incorporate any amendments or additions reasonably requested by the TX or the Client (as applicable) before it is disclosed and disclose only the minimum Confidential Information required to satisfy such required disclosure; or
188.8.131.52 with the prior written consent of TX or the relevant Client.
17.2 For the purposes of these T&Cs, Confidential Information shall mean all information of a confidential or proprietary nature, whether or not marked as such, which becomes available to you (either directly or indirectly) in connection with any Project and/or your provision of the Expert Services from time to time. This includes:
17.2.1 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);
17.2.2 the fact that you are providing the Expert Services to a particular Client;
17.2.3 any personal information which relates to or ultimately belongs to any Client;
17.2.4 any information relating to the business, affairs, clients, intentions, or market opportunities of the Client or of any of the Client’s affiliates;
17.2.5 any information relating to the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Client or of any of the Client’s affiliates; and
17.2.6 any information, findings, data, or analysis derived from Confidential Information.
17.3 In respect of a particular Client or TX, the provisions of clause 16.1 shall not apply to Confidential Information:
17.3.1 which you are able to prove was already in your possession at the date it was received or obtained by you from that Client or TX; or
17.3.2 which you obtained from some other person with good legal title to the same who does not have any duty of confidentiality in relation thereto; or
17.3.3 which comes into the public domain otherwise than through the default or negligence by you; or
17.3.4 which is independently developed by you without reference to or reliance on any Confidential Information (and which you are able to prove by written records).
17.4 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 the provisions of this clause 16, in addition to any damages or other remedy to which it may be entitled.
17.5 In providing the Expert Services, you:
17.5.1 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;
17.5.2 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
17.5.3 warrant that you have not (i) induced, nor will induce, any third party to breach any duty or obligation of confidentiality owed to any third party; nor (ii) 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 for use in the Expert Services has breached any duty or obligation of confidentiality to provide such information to you, you agree not to use such information for the purposes of providing the Expert Services.
18. Data Protection
18.2 You undertake to comply with the provisions of the Data Protection Legislation in so far as the same 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. The provisions of this clause 17 shall apply to your handling of Client Personal Data in connection with your provision of the Expert Services to the Client. The following provisions are in addition to, and do not relieve, remove, or replace, your obligations or rights under the Data Protection Legislation.
18.3 For the purpose of this clause 18:
18.3.1 Client Personal Data means any personal data which the Expert processes in connection with the Expert Services, in the capacity of a processor;
18.3.2 Controller, Personal Data and Processor shall have the meanings given to them in the Data Protection Legislation;
18.3.3 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, the privacy of individuals and the privacy of electronic communications;
18.3.4 UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
18.3.5 Capitalised terms set out in this clause 17 and not defined elsewhere in these T&Cs shall have the meaning given to them in the Data Protection Legislation.
18.4 In relation to the Client Personal Data, this clause 17.4 sets out the scope, nature, and purpose of processing by the Expert, the duration of the processing and the types of personal data and categories of data subject:
Scope: The scope of the Expert's Processing will relate to their provision of the Expert Services.
Nature: The nature of the Processing will involve the Expert accessing and Processing the Client Personal Data which Client has lawful access to so as to enable the Expert to fulfil the Expert Services in accordance with the terms and conditions of these T&Cs.
Purpose of Processing: The purpose of the Processing is to allow the Expert to fully apply their skills and expertise to the benefit of the Client and to fulfil the provision of the Expert Services. Duration of processing The Processing shall continue for the duration of the Expert's work with the Client.
Types of personal data: The types of Client Personal Data which the Expert will have access include, but are not limited to names and email addresses and may include sensitive personal data relating to the health of individuals.
Categories of Data Subject: The categories of Data Subject whose Personal Data the Expert will have access to are the employees and partners of the Client; and those Data Subjects involved in the various studies, collaborations or otherwise which the Client is involved in and participates in.
18.5 Without prejudice to clause 18.2, the Expert shall, in relation to Client Personal Data:
18.5.1 Process that personal data only on our documented written instructions which are set out in clause 18.4 unless the Expert is required by applicable law to otherwise process that Client Personal Data. Where the Expert is relying on applicable law as the basis for processing Client Personal Data, the Expert shall promptly notify us of this before performing the processing required by the applicable law unless such applicable law prohibits the Expert from so notifying us on important grounds of public interest. The Expert shall immediately inform us if, in the opinion of the Expert, our instructions infringe Data Protection Legislation;
18.5.2 Implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against its accidental loss, damage or destruction having regard to the sensitivity of such Client Personal Data and the risk to the individual of its being disclosed, including inter alia as appropriate:
18.5.3 Ensure and procure that that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
18.5.4 Promptly assist us in responding to any request from a data subject and in ensuring compliance with our obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with the Commissioner, supervisory authorities or other regulators and, in particular, the Expert shall notify us without undue delay if it receives any complaint, notice or communication (whether from the Commissioner, any data subject, supervisory authority or other third party) which relates to processing of Client Personal Data;
18.5.5 Notify us without undue delay after becoming aware of a Personal Data Breach;
18.5.6 At our written direction, delete or return to us all Client Personal Data on termination or expiry of the provision of Expert Services, and certify in writing it has done so, unless the Expert is required by applicable law to continue to process that Client Personal Data, in which case the Expert shall promptly notify us, in writing, of what that applicable law is and shall only be permitted to process that Client Personal Data for the specific purpose so-notified, and all other requirements set out in this clause 17 shall continue to apply to such Client Personal Data notwithstanding the termination or expiry of the Experts engagement under these T&Cs for as long as such Client Personal Data is processed by the Expert; and
18.5.7 Maintain adequate records, and, on our request, make available such information as we may reasonably request, and allow for and submit its premises and operations to audits, including inspections, by us or our designated auditor, to demonstrate compliance with Data Protection Legislation and this Clause 18.
18.6 The Expert shall not, without our prior written consent (and in any event subject to the Expert providing us with reasonable evidence that such activity is being undertaking in full compliance with Data Protection Legislation):
18.6.1 Appoint or replace (or change the terms of the appointment of) any other processor in relation to Client Personal Data or transfer any Client Personal Data to the same; or
18.6.2 Carry out, via itself or via any other processor, any processing of Client Personal Data, or transfer any Client Personal Data, outside of the UK, including processing Client Personal Data on equipment situated outside of the UK.
19.1 We do not guarantee that the Website will be secure or free from bugs or viruses.
19.2 You must not:
19.2.1 misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
19.2.2 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
19.2.3 attack the Website via a denial-of-service attack or a distributed denial-of service attack.
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 19, 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.
21. Entire Agreement; Third Party Beneficiaries
This Agreement and the documents and instruments and other agreements among the parties hereto 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; and (b) are not intended to confer upon any other person any rights or remedies hereunder
22. Applicable law and jurisdiction
These T&Cs, their subject matter and thee 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.
23. Changes to these T&Cs