TERMS OF MEMBERSHIP OF CIRCLE OF EXPERTS
Update : 20.03.23
DEFINITIONS AND INTERPRETATION
In these terms and conditions, the following words have the following meanings:
“Company” means Experts Council SAS, also under the trademark name Xperts Council
“Applicant” means someone who wishes to join the Circle of Experts;
“Client” means a purchaser or potential purchaser of the Company’s services to whom the Company offers Experts ;
“Expert” has the meaning given in Clause 3.1 and includes Applicants;
“Site” means the Company’s website with the domain name www.xpertscouncil.com; and
“Mission” means any given Service which the Company agrees to provide to a Client.
2 – PARTIES AND BASIS OF CONTRACT
- 1 – These terms and conditions govern relations between:
- (a) Experts Council SAS a simplified joint stock company with capital of 47,516 euros, whose registered office is 28, rue Guynemer, 75006 Paris, registered with the Trade Register companies of Paris under number 799 290 515; and
- (b) Each Expert or Applicant the details of whom are registered on the Site.
- 2 – By registering on the Company’s Website (https://xpertscouncil.com), the Expert agrees that any Services it supplies to or for the Company shall be supplied subject to these terms and conditions.
- 3 – These terms and conditions apply to the Contract to the exclusion of any other terms that the Expert seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 1 – These terms and conditions govern relations between:
3 – OVERVIEW – PURPOSE
- 1- The Company’s activity is to enable its customers (investors, managers, consulting firms or other professionals) to discuss various topics with professionals and consultants, who are specialists in various fields of activities and who have been pre-selected by the Company (the “Experts“).
- 2 – Experts can thus be offered by the Company to Clients subject to the conditions referred to in these terms and conditions.
- 3 – Experts collectively constitute the “Circle of Experts“.
4 – RULES AND HOW TO JOIN THE CIRCLE OF EXPERTS
- 4.1 – In order to join the Circle of Experts, Applicants shall apply to the Company’s representatives, using a dedicated form on the Company’s WebSite.
- 4.2 – In order to join the Circle of Experts, the Applicant must communicate to the Company’s representatives all relevant biographical and professional information enabling them to assess his/her application, and complete the questionnaires made available by the Company.
- 4.3 – Applicants shall ensure, in particular, that they complete the ethics questionnaire in order to validate their application to join the Circle of Experts.
- 4.4 – As part of the application for membership, the Applicant agrees that:
- (a) all information provided as part of the application process must be accurate, complete and current, and accurately present the course and current professional situation of the Applicant.
- (b) the Company shall be entitled to verify any information provided by an Applicant; and
- (c) s/he shall provide any further information that the Company considers necessary in order to properly assess the application.
- 4.5 – The Applicant warrants that before any application for membership in the Circle of Experts, s/he has ensured that s/he is authorised to provide consulting services to Clients and to fulfil the Missions as may be proposed by the Company.
- 4.6 – If an Applicant has a current employment contract or any other document governing its professional activities (conventions, regulations, policies, etc.), the Applicant shall ensure that such documents do not contain any stipulation prohibiting participation on a Mission and that all necessary permission has been obtained from his or her employers and shall hold the Company harmless against any adverse consequences of failing to obtain any such permissions.
- 4.7 – The Applicant is solely responsible for its decision to apply for membership in the Circle of Experts and whether to accept any Missions proposed by the Company. The Applicant will therefore hold the Company harmless from any action from his/her employer(s) or contractor(s).
- 4.8 – The Applicant warrants to the Company that the Applicant’s application is solely for him or her personally and is not an application on someone else’s behalf. No membership of the Circle of Experts can be solicited on behalf of a third entity, unless prior written and specific approval by the Company’s representatives. A request to this effect may be sent to the following address: Experts Council SAS – 28 rue Guynemer, 75006 Paris.
- 4.9 – After reviewing the information provided by an Applicant, the Company may, in its sole discretion, accept or reject the Applicant and the Company shall not be obliged to give any reasons for any such decisions or to consider any appeal.
- 4.10 – The Applicant may interrupt or abandon its application for membership of the Circle of Experts at any time.
5 – STATUS OF EXPERTS
- 5.1 – Experts shall be independent contractors and nothing in these terms and conditions or in any contract formed between the Company and the Expert shall render the Expert an employee, worker, agent or partner of the Company and the Expert shall not hold him/herself out as such.
- 5.2 – The Expert shall be fully responsible for and indemnify (including reasonable costs and expenses) the Company against any liability, assessment or claim for:
- (a) Any taxation whatsoever arising from or made in connection with the performance of any Mission where such recovery is not prohibited by law; and
- (b) Any employment-related claim or any claim based on worker status brought by the Expert against the Company arising out of or in connection with the provision of services on a Mission or otherwise, except if such claim is as a result of any act or omission by the Company. Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment to you.
- 5.3 – Upon receiving consent from the Expert, the Company may conduct background check on the Expert.
- 5.4 – Payment terms
- (a) Experts may invoice the Company for work carried out on a Mission only on completion of the Mission and agreement of the time spent in accordance with Clause 7.
- (b) To allow the Company to pay the Expert’s remuneration, s/he shall provide the Company with his/her bank details and all necessary payment instructions. If the Expert does not provide the bank details and payment instructions within twelve months following completion of any given Mission s/he has completed, then the remuneration for that Mission shall be deemed abandoned by the Expert.
- (c) The Expert shall ensure full compliance with all social security and tax law and procedures before performing any Mission. The Expert shall pay all taxes, charges or fees applicable to their personal and professional situation. The Company shall not be responsible for any such payments.
- (d) Expert’s invoices shall be paid by the Company within 30 days of issue. Remuneration shall be net of any applicable VAT, it being specified that such remuneration shall be subject to the value added tax (TVA), at the applicable rate, when the Expert’s intervention enters its scope.
- (e) Upon request the Company will provide reasonable assistance to the Expert in issuing the Expert’s invoice.
6 – PARTICIPATION IN MISSIONS – PRINCIPLES AND PROCEDURES
- 6.1 – After joining the Circle of Experts, the Applicant is likely to be requested by the Company to participate in one or more Missions.
- 6.2 – Clients making requests for Missions will provide a description of it and the type of expertise required.
- 6.3 – Without exception, a Mission will be carried out by phone, by video-conference or by one or more physical meetings and may result in the delivery of written material by the Expert.
- 6.4 – Missions can be divided into the following three main categories:
- (a) Physical, telephone or video-conference interviews, leading to a pro rata remuneration in accordance with the provisions of Article 7.1 below;
- (b) Other missions, half a day or more, are subject to special conditions.
- (c) The recruitment of “Senior Advisors”, independent board members or employees on behalf of the Client or subsidiaries owned by it.
- 6.5 – After validation of the terms of the Client’s request, and in the event that the Client has not previously indicated to the Company the identity of the Expert to whom they would prefer to entrust the Mission, the Company will select the people they consider to be the most suitable Experts and submit their details to the client for approval and, subject to the Client’s approval, contact the Expert to offer them the Mission (the “Mission Offering“).
- 6.6 – Experts contacted by the Company will have to accept the Mission Offering within 24 hours. Experts shall consider whether to accept the Mission Offering in good faith and in particular they shall consider their ability to fulfil the Mission and the purpose of the Mission. Experts remain entirely free to accept or reject a Mission Offering.
- 6.7 – The Mission Offering will only be confirmed by the Company after obtaining a signed Client agreement from the Client concerned, and until such confirmation the Mission Offering may be withdrawn by the Company at any time and for any reason.
- 6.8 – If a Mission Offering is accepted by an Expert in accordance with Clause 6, then the Expert shall carry out the Mission if it is confirmed by the Company in accordance with Clause 6.7. – Such Mission shall then be carried out by the Expert in accordance with the terms set out in the Mission Offering, including the deadlines specified therein.
- 6.9 – All Missions shall be organised by the Company. Clients are not permitted directly to contact an Expert without the prior written agreement of the Company. If such contact is made without the Company’s written agreement, the Company shall not be under any obligation to pay the Expert for any work undertaken for that Client. The Expert shall advise the Company immediately of any direct solicitation which could be from a Client. For example, a Client cannot without the involvement of the Company, apply to the same Expert for consecutive telephone conversations after a first call; extend the scope of a mission; or ask for a written document.
- 6.10 – Clients are not permitted to solicit Expert’s contacts and Expert’s shall ensure that they only offer contacts to Clients through the Company. Failure to do so will result in immediate exclusion from the Circle of Experts and the Company shall have no liability to the excluded Expert for the consequences thereof.
- 6.11 – The Expert shall not delegate or sub-contract performance of all or any part of a mission to a third party without the prior agreement of the Company.
- 6.12 – The price payable to the Expert by the Company for each Mission shall be calculated in accordance with Clause 7.
- 6.13 – After each Mission is completed, the Client will be invited by the Company to complete an evaluation form in relation to the Experts who performed the Mission.
- 6.14 – The Company gives no guarantee on the rate, number and volume of Mission Offers, if any, which will be sent to any given Experts.
7 – REMUNERATION – PRINCIPLES AND PROCEDURES
- 7.1 – Physical or telephone interviews and video-conference during less than half a day
- (a) The Expert shall be paid according to the time spent on each Mission (but not for any time spent in validating professional competence), according to the rates (pro-rated) indicated to the Company during registration. These rates can be changed by the Expert prior to the acceptance of any given Mission Offer. Unless expressly agreed beforehand with the Company, preparation time for any Mission shall be unpaid.
- (b) The Expert shall provide the Company, at the end of the Mission, with a statement detailing the time s/he has spent on the Mission.
- (c) If the Client disputes the Expert’s statement, then the Company shall use its good faith to reconcile the positions of the Client and the Expert.
- (d) If the disagreement persists for more than 7 days, the Company may, in its sole discretion, (i) decide to set the amount of the Expert remuneration due on the basis of the Mission’s completion time as proposed by the Client, or (ii) require the Client and the Expert to resolve the dispute through mediation utilising a mediator and a procedure specified by Company.
- 7.2 – Missions of half a day or more : Missions of half a day or more, will be paid a flat rate according to a daily rate fixed in advance by the Expert and as adjusted, as the case may be, before every Mission Offer is accepted by the Expert.
- 7.3 – Fixed Fees
- (a) In the event of a fixed or capped fee being agreed in advance for a Mission (for example for skills validation interviews, half day or several day Missions), the Expert shall notify the Client and the Company if the pre-agreed time is exceeded. The mission will then be suspended until an agreement is reached with the Client and the Company is paid the additional fees. In the absence of agreement, the Mission will be abandoned.
- (b) The Company will not pay the Expert for any time in excess of the pre-agreed time unless and until it is agreed between the Company and the Client
- 7.4- Abandonment by Expert : No payments shall be due to the Expert from the Company if a Mission is abandoned by an Expert whilst it is in progress.
- 7.5 – Termination of Mission by Client : No payments shall be due to the Expert from the Company if a Mission is terminated by a Client before it commences.
If a Client terminates a Mission whilst it is in progress, then the Expert shall be entitled to:
- (a) The payment of a compensation calculated (pro-rated) on the basis of the effective time spent on the Mission until its termination; or
- (b) In case of compensation fixed in advance, all of the originally agreed remuneration
- 7.6 – Currency : The Expert’s compensation shall be calculated and paid in Euros.
8. SERVICE PROVISION BY EXPERTS
- 8.1 – The Expert shall provide his/her services to the Company and to the Client with reasonable skill and great care. They shall at all times comply with these terms and conditions and with all applicable laws and regulations. They shall use their best endeavours to accomplish the Missions within the times set by the Client.
- 8.2 – The Expert shall refuse or suspend participation in any Mission which could pose a conflict of interest or contravene any applicable law or its commitments vis-à-vis its current or former employers or any third parties.
- 8.3 – The Expert shall not disclose any unpublished information relating to any listed companies; any trade secret; confidential information or any information the disclosure of which would be contrary to any intellectual property rights.
- 8.4 – The Expert shall refuse to answer any questions about the company for which they work.
- 8.5 – The Expert undertakes further not to respond favourably to any Mission Offer if that Mission Offer relates directly or indirectly, to an activity or organisation which competes with his/her employer, supplier or customer.
- 8.6 – In case of doubt on the nature of a Client’s request, the Expert shall suspend his/her Mission and inform the Company immediately by email to [email protected].
- 8.7 – Experts that are either practising or employed in regulated professions, i.e. Doctors, Lawyers or Financial Investment Advisors, are strictly prohibited from providing any professional advice that falls under the regulated activities of their professional background.
- 8.8 – If an Expert identifies a conflict of interest when s/he participates in a Mission and that conflict of interest cannot be resolved to the reasonable satisfaction of the Company and the Expert, then that Expert shall leave the Mission and the Company shall not be liable for any losses incurred as a result. The Company shall provide the Expert with as much information as it reasonably can about the Client (having regard to obligations of confidentiality) in its Mission Offer, in order to assist the Expert in identifying conflicts of interest in advance.
- 8.9 – The Expert undertakes to keep up to date all its biographical and professional information. the Company retains the right to verify the accuracy of this disclosure at any time, and may request any additional information it deems necessary. The Company shall be entitled to terminate the Experts membership of the Circle of Experts if any such information is inaccurate.
- 8.10 – If the Company would like to include information about the Expert on the Site, it shall first obtain the Expert’s permission. The Expert expressly authorises the Company however to disclose such information to any Client who may propose a mission within the Expert’s area of expertise.
- 8.11 – The Expert undertakes not to directly solicit other members of the Experts Circle for any project whatsoever, without prior approval of the Company.
- 8.12 – As part of the Company’s quality management, the Company shall be entitled to attend as an observer any meetings between the Expert and the Client but shall not do so unless it has informed the Expert and the Client in advance.
- 8.13 – The Expert acknowledges and agrees to comply with applicable anti-bribery laws including but not limited to any anti-bribery laws, rules or regulations applicable in the United States (including without limitation, the U.S Department of Justice’s (“DOJ”) FCPA -Foreign Corrupt Practices Act), the United Kingdom (including without limitation, the UK Bribery Act 2010), France (including without limitation, the SAPIN II law) and more broadly throughout the European Union (including without limitation, Directive (EU) 2017/1371)
9 – NO SOLICITATION
- 9.1- The Expert shall not utilise their membership of the Circle of Experts in order to sell and/or promote their own products and/or services or those of a company for which they work or whose shares they own.
- 9.2- Experts agree not to solicit Clients directly for any reason whatsoever, without the prior written agreement of the Company, including in particular for the provision by the Expert of consultancy services to the Client.
- 9.3- Clause 9.2 shall remain in force for twelve months after the completion of the last Mission for the Client or, in the absence of a Mission, from the introduction of the Expert to the Client by the Company.
- 9.4- The Expert shall not hire staff employed by the Company or any Client as long as they remain members of the Circle of Experts, and for twelve months following their withdrawal from the Circle of Experts, without the prior written agreement of the Company or the Client concerned.
If the Expert is in breach of Clause 9.4, then the Expert shall pay to the Company on first written demand, as full and final settlement, an amount equal to 30% of the first year’ salary of the person employed.
10 – WITHDRAWAL FROM THE CIRCLE OF EXPERTS
- 10.1- Membership of the Circle of Experts is non-exclusive and has no minimum commitment period.
- 10.2- The Expert can terminate its membership of the Circle of Experts at any time by informing the Company by email at the following address [email protected] provided that no such termination shall take effect until all Missions in which the Expert is participating at the time have been completed.
- 10.3- The Company may on written notice to the Expert, in its sole discretion, terminate the Expert’s membership of the Circle of Experts at any time, without providing any explanation and without compensation.
- 10.4- Following the termination of an Expert’s membership of the Circle of Experts:
- the Company shall delete any information relating to the Expert from the Site and from its databases;
- the Expert shall return all documentation provided to him/her by the Company and/or a Client within 15 days of such termination save only for records which the Expert is required to retain by law.
11 – LIABILITY
- 11.1 – The Expert shall indemnify the Company against all losses which the Company incurs as a result of the negligent performance of the Expert’s services to the Company and/or the Client and/or failure to perform any of them, by the Expert.
- 11.2 – The Company shall have no liability towards the Expert and/or any third party affiliated in any way, and/or to any degree, to the Expert for:
- (a) the performance of any Mission; and/or
- (b) the performance of any member of the Circle of Experts during a Mission in which the Expert is participating and/or otherwise; and/or
- (c) the consequences of any conflict of interest whether actual or perceived; and/or
- (d) the Expert’s membership of the Circle of Experts.
- 10.3 – Nothing in these terms and conditions shall or is intended to, exclude, limit or restrict the either the Company or the Expert’s liability for:
- (a) Fraud or fraudulent misrepresentation;
- (b) Death or personal injury; and/or
- (c) Any other matter in respect of which liability cannot be excluded, limited or restricted by law.
12 – CONFIDENTIALITY
- 12.1 – Obligations of the Expert
- (a) The Expert shall keep confidential any information relating to the Missions, and the identity of Clients on whose behalf they are made.
- (b) The Expert shall keep confidential all information it obtains from any source whether it relates to a Mission or to its membership of the Circle of Experts.
- (c) This Clause 12.1 shall continue in force and for a period expiring two (2) years after the Expert’s membership of the Circle of Experts is terminated.
- 12.2 – Obligations of the Company
- (a) The Company may disclose information provided by the Expert to the extent it is necessary to do so in order to further any disposal, acquisition, joint venture or partnership which the Company enters or considers entering provided that, before doing so, the Company shall ensure beforehand that the recipient of such information enters into a confidentiality agreement with the Company whose scope is no less than the provisions of this Clause 12.2.
- (b) The Company shall protect the information provided by the Expert, but may use and analyse it for the purposes of its business. The Company shall not publish information on the Site or on any public record information regarding an Expert without the consent of the Expert. If an expert has consented to appear by name on the Site, then the Expert may withdraw that consent at any time and the Company shall remove the information from the Site within eight (8) days of receipt of such request.
- (c) the Company may disclose information about the Expert to the extent it is required to do so for the purposes of the law or any judicial or regulatory process.
- If the Expert so requests, the Company shall not divulge specific information relating to the Expert except as required pursuant to Clause 12.2(c).
13 – DATA PROTECTION
- 13.1 – To the extent that the Company gets access to any personal data (as defined in the Data Protection Act 1998) from the Expert or during the provision of services to Clients or the Company, the Expert hereby authorises the Company to act as data processor (as defined in the Data Protection Act 1998) for such personal data. The Expert authorises the Company to appoint subcontractors as data processors on the Company’s behalf.
- 1 –All sums payable pursuant to these terms and conditions, unless otherwise stated, are exclusive of VAT and other duties or taxes.
- 2 – Any VAT or other duties or taxes payable in respect of such sums shall be in addition to such sums.
15 – MISCELLANEOUS
- 15.1- Notifications
Any notice between the Company and the Expert shall be made by email and, to the extent that it is expressly required under any agreement governed by these terms and conditions, confirmed by registered letter with acknowledgment of receipt.
Such notices shall, in the case of the Company, be sent to:
EXPERTS COUNCIL SAS
FAO The President
28, rue Guynemer
Email: [email protected]
The Company and the Expert shall provide each with any changes to notice addresses at least eight (8) days before the change takes effect.
- 15.2 –Waiver
Any failure to exercise or any delay in exercising any right or remedy provided for in these terms and conditions or under the law shall not constitute a waiver of that right or remedy or a waiver of any other rights or remedies. A waiver of a breach of these terms and conditions shall not constitute a waiver of any other breach and will not affect the other terms of this Agreement. The rights and remedies provided by these terms and conditions are cumulative and (subject as otherwise provided in these terms and conditions) are not exclusive of any rights or remedies provided by the law.
- 15.3 – Severance
If any provision of these terms and conditions is declared invalid or unenforceable under any law, regulation or following a final decision of a competent court, such invalidity or unenforceability shall not affect the other provisions of these terms and conditions. The Company shall substitute such provision with a new clause which achieves, to the greatest extent possible, the same effect. In case of refusal of the Expert, the Expert may terminate its membership of the Circle of Experts in accordance with the provisions of Clause 10.
- 15.4 – No Partnership
These terms and conditions do not, and are not intended to, constitute any form of association, joint venture or partnership. Neither the Client nor the Company has the power to bind the other.
- 15.5 -Variations
The Company shall be entitled to change all or part of these terms and conditions at any time.
The Company is committed to informing the Expert before the effective date of these new terms.
In case of disagreement on the proposed amendments, it may request the withdrawal of the Circle of Experts, in accordance with the provisions of Clause 10.2 above.
- 15.6 -Deemed Acceptance
By accepting the Site’s terms and conditions, the Expert expressly acknowledges having read and being fully and unreservedly bound to such terms and conditions.
- 15.7 – Governing Law and Jurisdiction
These terms and conditions and any other agreement formed pursuant to them shall be governed by and construed in accordance with the laws of France.
The Expert and the Company irrevocably submit to the exclusive jurisdiction of the Commercial Court (Tribunal de commerce) of Paris, even in cases of appeal in warranty or of multiple defendants over any claim or matter arising under or in connection with this Agreement.