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GENERAL TERMS AND CONDITIONS OF MEMBERSHIP OF THE CIRCLE OF EXPERTS OF EXPERTS COUNCIL SAS

Updated on OCTOBER 20 2026

IMPORTANT – This English translation is provided for information purposes only and is not legally binding. Only the French version of these General Terms and Conditions (« Conditions Générales d’Adhésion au Cercle des Experts d’Experts Council SAS ») is authentic and shall prevail in the event of any discrepancy, inconsistency or dispute as to interpretation.

1. DEFINITIONS AND INTERPRETATION

For the purposes of these General Terms and Conditions, the following terms and expressions shall have the following meanings:

“Applicant” means a person who wishes to join the Circle of Experts;

“Client” means a purchaser or potential purchaser of the Company’s services to whom the Company proposes Experts;

“Expert” has the meaning given in Article 3.1 and includes Applicants;

“Assignment” means any Service that the Company agrees to provide to a Client;

“Report” means any sector report marketed by the Company, in particular under the name “X-Report”, consisting of summaries or compilations of information, opinions and testimonies gathered from Experts during interviews conducted on behalf of Clients;

“Site” means the Company’s website accessible at: www.xpertscouncil.com; and

“Company” means Experts Council SAS, a French simplified joint-stock company (société par actions simplifiée) with a share capital of €47,516, whose registered office is located at 28 rue Guynemer, 75006 Paris, France, registered with the Paris Trade and Companies Register under number 799 290 515 (hereinafter “Experts Council”). Experts Council SAS owns the trade name “Xperts Council”.

2. PARTIES AND BASIS OF THE CONTRACT

  • 2.1 – These General Terms and Conditions govern the relationship between:
    • (a) Experts Council SAS and
    • (b) Each Expert or Applicant whose details are registered on the Site.
  • 2.2 – By registering on the Site, the Expert agrees that all Services it provides to or for the Company shall be subject to these General Terms and Conditions.
  • 2.3 – These General Terms and Conditions apply to the Contract to the exclusion of any other terms that the Expert may seek to impose or incorporate, or which may be implied by trade, custom or course of dealing.

3. PURPOSE

  • 3.1 – The purpose of the Company’s business is to enable its clients (investors, executives, consulting firms or other professionals) to discuss various topics with professionals and consultants who are specialists in various fields of activity and have been pre-selected by the Company (the “Experts”).
  • 3.2 – Experts may thus be proposed by the Company to Clients under the conditions set out in these General Terms and Conditions.
  • 3.3 – The Experts collectively form the “Circle of Experts”.

4. RULES AND TERMS OF MEMBERSHIP OF THE CIRCLE OF EXPERTS

  • 4.1 – Applicants must apply for membership of the Circle of Experts 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 provide the Company’s representatives with all relevant biographical and professional information enabling them to assess the application, and complete the questionnaires made available by the Company.
  • 4.3 – Applicants shall in particular complete the ethics questionnaire, also referred to as the “compliance” questionnaire, in order to validate their application for membership of the Circle of Experts.
  • 4.4 – In connection with the application for membership, the Applicant undertakes that:
    • all information provided during the application process is accurate, complete and up to date, and accurately presents the Applicant’s background and current professional situation;
    • the Company is entitled to verify any information provided by an Applicant; and
    • it will provide any additional information that the Company deems necessary to properly assess its application.
  • 4.5 – The Applicant warrants to the Company that, prior to applying for membership of the Circle of Experts, it has ensured that it is authorised to provide consulting services to Clients and to perform the Assignments that may be offered by the Company.

  • 4.6 – If an Applicant has a current employment contract or any other document governing its professional activities (agreements, regulations, rules, etc.), the Applicant shall ensure that such documents contain no provision prohibiting its participation in an Assignment and that, where applicable, the necessary authorisation has been obtained from its employers or contracting parties, and it releases the Company from any liability for the adverse consequences of any failure to obtain such authorisations.

    The Applicant shall declare in writing to the Company any position held with a government or public body within the last two (2) years, particularly if the assignment concerns sensitive or regulated matters.

    The Applicant declares that it has never been convicted of, nor been the subject of an investigation, proceeding or administrative or judicial measure for, insider dealing, market abuse, money laundering, fraud, any offence involving dishonesty or any equivalent offence in any jurisdiction whatsoever.

    The Applicant also certifies that it has not been the subject of any order, judgment or measure issued by a regulatory or supervisory authority, in particular under Articles 432-11 to 432-15 and 434-9 of the French Criminal Code relating to breaches of integrity, influence peddling and failure to report offences.

    In accordance with Article 17 of French Law No. 2016-1691 of 9 December 2016 (the “Sapin II Law”), the Applicant undertakes to cooperate fully with the compliance obligations of EXPERTS COUNCIL SAS, in particular by providing any required declaration of situation and by immediately notifying EXPERTS COUNCIL SAS in writing of any investigation, proceeding or allegation concerning it in connection with the offences referred to in this article.

    EXPERTS COUNCIL SAS reserves the right to suspend or terminate any Assignment or collaboration in the event of a breach of this obligation or of an identified risk for the Client or for itself.

  • 4.7 – The Applicant is solely responsible for its decision to apply for membership of the Circle of Experts and to accept or decline the Assignments offered by the Company. The Applicant shall therefore hold the Company harmless against any claim by its employer(s) or contracting party(ies).
  • 4.8 – The Applicant warrants to the Company that its application is strictly personal and is not made on behalf of a third party. No membership of the Circle of Experts may be requested on behalf of a third-party entity, save with the prior, written and separate agreement of the Company’s representatives. Such a request may be sent to the following address: Experts Council SAS – 28 rue Guynemer, 75006 Paris (France).
  • 4.9 – After reviewing the information provided by the Applicant, the Company may, in its sole discretion, accept or reject the application. The Company shall not be required to give reasons for its decisions or to consider any appeal.
  • 4.10 – The Applicant may at any time interrupt or withdraw its application for membership of the Circle of Experts.

5. STATUS OF THE EXPERTS

  • 5.1 – The Experts perform their assignments as independent contractors, and nothing in these General Terms and Conditions or in any contract entered into between the Company and the Expert shall make the Expert an employee, worker, agent or partner of the Company.

  • 5.2 – The Expert shall be fully liable for, and shall fully indemnify the Company against, any liability, assessment or claim for:

    • (a) Any taxation whatsoever arising from or made in connection with the performance of an assignment, where such recovery is not prohibited by law; and
    • (b) Any claim relating to the existence of an employment contract or of a confidentiality agreement with a third party, or any claim based on employee status brought by the Expert against the Company in connection with the provision of services under an Assignment or otherwise, unless such claim results from a positive act or omission of the Company.

    The Company may recover this indemnity (in whole or in part) by way of set-off against any sum owed to the Expert.

  • 5.3 – After obtaining the Expert’s consent, the Company will carry out a background check on the Expert.
  • 5.4 – Payment terms
    • (a) Experts may only invoice the Company for work performed under an Assignment upon completion of the Assignment and after agreement on the time spent in accordance with Article 7 below.
    • (b) To enable the Company to pay the Expert’s remuneration, the Expert shall provide the Company with its bank details and all information required for payment. If the Expert fails to provide its bank details and the information required for payment within twelve months of the completion of an Assignment it has performed, the remuneration for that Assignment shall be deemed to have been waived by the Expert.
    • (c) The Expert must ensure full compliance with all laws and regulations relating to social security contributions and taxation before performing any Assignment. The Expert shall pay all taxes, duties or levies applicable to its personal and professional situation. The Company is not responsible for any payments to be made in this respect.
    • (d) The Expert’s invoices shall be paid by the Company within 30 days of their issue. The remuneration shall be exclusive of any applicable VAT, it being specified that such remuneration shall be subject to VAT, at the applicable rate, where the Expert’s services fall within the scope of VAT.
    • (e) Upon request, the Company will provide reasonable assistance to the Expert in issuing its invoice.

6. PARTICIPATION IN ASSIGNMENTS – PRINCIPLES AND PROCEDURES

  • 6.1 – After joining the Circle of Experts, the Applicant may be asked by the Company to participate in one or more Assignments.
  • 6.2 – Clients requesting Assignments shall provide a description thereof and of the type of expertise required.

  • 6.3 – An Assignment will take place by telephone, videoconference or through one or more in-person meetings and may give rise to the delivery of written documents by the Expert, of which Experts Council must be informed in advance by the Expert.

    The Expert shall hold the Company harmless against any claim by its employer or contracting party, or by the Client, relating to the content of written documents delivered by the Expert to the Client during an in-person meeting.

    The Expert shall not provide, during an Assignment, any written document likely to infringe, misappropriate or conflict with the intellectual property rights of a third party.

    The Expert may not use the name of Experts Council, or any other logo or distinctive sign of Experts Council, without the prior written consent of Experts Council.

  • 6.4 – Assignments may be divided into the following three main categories:

    In-person, telephone or videoconference interviews, remunerated on a pro rata basis in accordance with Article 7.1 below;

    Other assignments, of half a day or more, which are subject to specific terms;

    The recruitment of “Senior Consultants” (Senior Advisors), independent directors or employees on behalf of the Client or its subsidiaries.

  • 6.5 – Once it has been entrusted with an Expert search Assignment, and provided that the Client has not previously designated the Expert it wishes to work on the Assignment, the Company will select the Experts it considers most appropriate and send their profiles to the Client for approval and, subject to the Client’s agreement, will contact the selected Expert to offer participation in the Assignment (the “Assignment Offer”).
  • 6.6 – Experts contacted by the Company must accept the Assignment Offer within 24 hours. Experts shall consider in good faith whether to accept the Assignment Offer and shall in particular assess their ability to perform the Assignment and the subject matter of the Assignment. Experts remain entirely free to accept or decline an Assignment Offer.
  • 6.7 – The Assignment Offer will only be confirmed by the Company after a signed written agreement has been obtained from the relevant Client; until such confirmation, the Assignment Offer may be withdrawn by the Company at any time and for any reason.
  • 6.8 – If an Assignment Offer is accepted by an Expert in accordance with this Article 6, the Expert must perform the Assignment if it is confirmed by the Company in accordance with Article 6.7. The Assignment shall then be performed by the Expert in accordance with the terms set out in the Assignment Offer, including within the time limits specified therein.

  • 6.9 – All Assignments are organised by the Company. Clients are not permitted to contact an Expert directly without the Company’s prior written consent. If such contact is made without the Company’s written consent, the Company shall have no obligation to pay the Expert for any work undertaken for that Client.

    The Expert must immediately inform the Company and decline any direct approach from a Client. For example, a Client may not, without the Company’s involvement, approach the same Expert for telephone calls following a first call, extend the scope of an assignment, or request a written document.

  • 6.10 – Clients are not permitted to request contacts from Experts, and Experts must ensure that they only offer contacts to Clients through the Company. Any breach of this rule will result in immediate exclusion from the Circle of Experts, and the Company shall have no liability towards the Expert excluded as a result.

    Such exclusion is without prejudice to any recourse or action that the Company may bring against the Expert on the basis of non-compliance with these General Terms and Conditions.

  • 6.11 – The Expert may not delegate or subcontract the performance of all or part of an assignment to a third party without the Company’s prior consent.
  • 6.12 – The price owed to the Expert by the Company for each Assignment shall be calculated in accordance with Article 7.
  • 6.13 – At the end of each Assignment, the Client will be invited by the Company to complete an evaluation form relating to the Experts who performed the Assignment.
  • 6.14 – The Company gives no commitment as to the rate, number or volume of Assignment Offers that will be sent, if any, to an Expert.

7. REMUNERATION – PRINCIPLES AND PROCEDURES

  • 7.1 – In-person or telephone interviews and videoconferences of less than half a day.

    The Expert will be remunerated according to the time spent on each Assignment (excluding time spent validating its professional expertise), at the rates (pro rata temporis) notified to the Company upon registration. These rates may be changed by the Expert before accepting a given Assignment Offer. Preparation time for any Assignment is not remunerated, save for any exception duly agreed in advance with the Company.

    At the end of the Assignment, the Expert shall provide the Company with a statement detailing the time spent on the Assignment.

    If the Client disputes the Expert’s statement, the Company will act in good faith to reconcile the positions of the Client and the Expert.

    If the disagreement persists for more than 7 days, the Company may, in its sole discretion, (i) decide to set the amount of the remuneration owed to the Expert on the basis of the duration of the Assignment put forward by the Client, or (ii) ask the Client and the Expert to resolve the dispute through mediation by a mediator, in accordance with a procedure proposed by the Company.

  • 7.2 – Assignments of half a day or more

    Assignments of half a day or more shall be remunerated on a flat-fee basis, at a daily rate set in advance by the Expert and as may be adjusted before each Assignment Offer is accepted by the Expert.

  • 7.3 – Fixed Fees
    • (a) Where a fixed or capped fee has been agreed in advance for an Assignment (for example for expertise validation interviews, or Assignments of half a day or several days), the Expert must inform the Client and the Company if the time agreed in advance is exceeded. The Assignment will then be suspended until an agreement is reached with the Client and the Company receives the additional fees. In the absence of agreement, the Assignment will be terminated.
    • (b) The Company will not pay the Expert for any time in excess of the time agreed in advance, unless and until this is agreed in writing between the Company and the Client.

  • 7.4 – Abandonment by the Expert

    No payment shall be due from the Company to the Expert if an Assignment is abandoned by an Expert while in progress, save in the event of force majeure, and without prejudice to any recourse or action by the Company against the Expert.

  • 7.5 – Termination of an Assignment by the Client.

    No payment shall be due from the Company to the Expert if an Assignment is terminated by a Client before it begins.

    If the Client abandons an Assignment in progress, the Expert shall be entitled:

    • to its remuneration calculated pro rata temporis on the basis of the time actually spent performing the Assignment until its abandonment; or
    • where the remuneration was fixed in advance, to the full amount of the remuneration initially agreed.

  • 7.6 – Currency

    The currency of the Experts’ remuneration is the Euro.

8. PROVISION OF SERVICES BY THE EXPERTS

  • 8.1 – The Expert shall provide its services to the Company and to the Client in accordance with professional standards, as a professional. It shall at all times comply with these General Terms and Conditions and with all applicable laws and regulations. It shall use its best efforts to complete the Assignments within the time limits set by the Client.
  • 8.2 – The Expert must decline or suspend its participation in any Assignment that may give rise to a conflict of interest or breach any applicable law or its commitments to its current or former employers or contracting parties.
  • 8.3 – The Expert shall share with the Company and the Client:
    • only its own ideas, analyses and personal reflections derived from its professional experience;
    • no personal data of any individual;
    • no non-public information concerning listed companies, no trade secrets, no confidential information and no element the disclosure of which would infringe any intellectual property right.
  • 8.4 – The Expert undertakes to decline to answer any question concerning a company for which it:
    • currently carries out an activity,
    • or has carried out an activity as an employee, service provider or collaborator,
    • within less than two (2) years from the date on which that relationship ended.
  • 8.5 – In case of doubt as to the nature of a Client’s request, the Expert shall suspend its Assignment and immediately inform the Company by email to [email protected].

  • 8.6 – Experts are strictly prohibited from providing, directly or indirectly, any investment, legal, financial, accounting or medical advice to a Client, including, without limitation, any recommendation, rating, valuation or opinion relating to a financial instrument, a security or a transaction for the investment in, purchase or sale of securities or assets.

    This provision also applies to Experts who practise or are employed in regulated professions (for example: doctors, lawyers or financial investment advisers).

  • 8.7 – Consistent with the undertakings given by Clients, the Expert undertakes to decline, or to discontinue without delay, any Assignment offered by a Client where the Expert is also an employee or contracting party of:

    • a company directly carrying on a business that competes with that of the Client, including where the Client is acting on behalf of a company that directly or indirectly competes with that of the Expert;
    • a company that is the subject of a due diligence in which the Client participates directly or indirectly (initiator, adviser, third-party expert, agent, etc.), where the Expert is aware of or is informed of it;
    • a company that is the subject of a takeover bid or is in the process of an initial public offering.

    In case of doubt, the Expert shall immediately inform the Company in accordance with Article 8.5.

  • 8.8 – If an Expert identifies, during its participation, a conflict of interest that cannot be resolved to the reasonable satisfaction of the Company and the Expert, it must discontinue the Assignment and the Company shall not be held liable for any resulting losses. The Company shall provide the Expert with as much information as possible on the Client’s Assignment Offer (subject to confidentiality obligations) in order to help the Expert identify conflicts of interest in advance.
  • 8.9 – The Expert undertakes to keep all its biographical and professional information up to date. The Company retains the right to verify the accuracy of this information at any time and may request any additional information it deems necessary. The Company shall be entitled to terminate the Expert’s membership of the Circle of Experts without compensation if such information is inaccurate.
  • 8.10 – If the Company wishes to include information concerning an Expert on the Site, it must obtain the Expert’s prior authorisation. The Expert nevertheless expressly authorises the Company to disclose such information to any Client that offers it an Assignment in its field of expertise.
  • 8.11 – The Expert undertakes not to directly solicit other members of the Circle of Experts for any project whatsoever without the Company’s prior consent.
  • 8.12 – As part of the Company’s quality management policy, the Company has the right to attend any meeting between the Expert and the Client as an observer, but may not do so without first informing the Expert and the Client.
  • 8.13 – The Expert acknowledges and agrees to comply with applicable anti-corruption laws, including, without limitation, the anti-corruption laws, rules or regulations applicable in the United States (including, without limitation, the FCPA – Foreign Corrupt Practices Act – of the US Department of Justice – “DOJ”), in the United Kingdom (including, without limitation, the UK Bribery Act 2010), in France (including, without limitation, the Sapin II Law) and more generally throughout the European Union (in particular, without limitation, Directive (EU) 2017/1371).

9. RECORDINGS, TRANSCRIPTS AND REPORTS

  • 9.1 – The Company may record the telephone or videoconference interviews in which the Expert participates and produce written transcripts thereof, provided that the Expert has consented thereto. The Expert is informed of the intended recording and may freely refuse it before each interview, without having to give reasons for its refusal and without such refusal affecting its remuneration for the interview concerned.
  • 9.2 – The Client receives a notification at the start of the interview and has the same right of refusal. If the Expert refuses to be recorded, the Client is informed and has undertaken, under the general terms and conditions applicable to it, not to record the interview by its own means or through a third party.
  • 9.3 – These recordings and their transcripts may be stored by the Company. The transcripts, redacted of all personal data, in particular by means of the artificial intelligence system referred to in Article 12.3, may be used and disseminated by the Company, in particular to prepare and market Reports, it being specified that the Expert’s identity is systematically redacted.

  • 9.4 – The Expert expressly assigns to the Company, on an exclusive, free-of-charge, irrevocable and worldwide basis, all intellectual property rights, including economic copyright, relating to the recordings of the telephone or videoconference interviews in which it participates and to their transcripts, whatever their medium, format or language.

    This assignment includes, without limitation: the right to reproduce, perform, publish, disseminate, communicate to the public, modify, adapt, translate, summarise, edit and commercially exploit all or part of the recordings and transcripts, in particular in the form of Reports; the right to incorporate them into any database, tool, platform or medium, existing or future, for commercial or non-commercial purposes; and the right to grant sub-licences to third parties, free of charge or for consideration, for all or part of the rights assigned.

    This assignment is granted for the entire legal term of protection of the intellectual property rights, as provided for by applicable law, including any extensions. No additional remuneration shall be due to the Expert as a result of the exploitation of the recordings, transcripts or Reports.

  • 9.5 – The Expert is informed that Reports consist of summaries or compilations of information, opinions and testimonies gathered from Experts, and that they are marketed by the Company to Clients and third parties.
  • 9.6 – The Expert remains solely responsible for the content of its statements, as made by it during the interview, including where they are reproduced or summarised, in whole or in part, in a Report. However, the Expert shall not be liable for any error in or distortion of its statements attributable to the artificial intelligence system referred to in Article 12.3 or to the summarising work carried out by the Company.

10. NON-SOLICITATION

  • 10.1 – The Expert shall not use its membership of the Circle of Experts to sell and/or promote its own products and/or services or those of a company for which it works or in which it holds shares or interests.
  • 10.2 – Experts shall not directly solicit Clients, or follow up on a direct approach from a Client, for any reason whatsoever, without the Company’s prior written consent, including in particular for the provision by the Expert of consulting services to the Client, the holding of a corporate office or the conclusion of an employment contract.

  • 10.3 – Article 10.2 shall remain in force for eighteen (18) months after the completion of the last Assignment for the Client or, in the absence of any Assignment, from the introduction of the Expert to the Client by the Company.

    In the event of a breach of Article 10.2, the defaulting Expert shall pay the Company, as fixed and final compensation and upon the Company’s first demand, the sum of ten thousand euros (€10,000), without prejudice to its exclusion from the Circle of Experts.

  • 10.4 – The Expert shall not hire any staff employed by the Company or by a Client while it is a member of the Circle of Experts and for twelve months following its withdrawal from the Circle of Experts, without the prior written consent of the Company or of the relevant Client.

    In the event of a breach of the above obligation, the defaulting Expert shall pay the Company, as fixed and final compensation and upon the Company’s first demand, a sum equal to 30% of one (1) year’s total remuneration, including all charges, of the employee concerned.

11. WITHDRAWAL FROM THE CIRCLE OF EXPERTS

  • 11.1 – Membership of the Circle of Experts is non-exclusive and involves no minimum commitment period.
  • 11.2 – The Expert may terminate its membership of the Circle of Experts at any time by informing the Company by email at [email protected], provided that such termination only takes effect after completion of all Assignments in which the Expert is participating.
  • 11.3 – The Company may, by written notice to the Expert and in its sole discretion, terminate the Expert’s membership of the Circle of Experts at any time, without cause and without compensation.
  • 11.4 – Following termination of an Expert’s membership of the Circle of Experts:
    • The Company will delete from the Site and from its databases all information relating to the Expert.
    • The Expert shall return all documentation provided to it by the Company and/or by a Client within 15 days of termination, except for documents that the Expert is required to retain by law.

12. LIABILITY

  • 12.1 – The Company does not participate in the preparation of the content of the expertise provided during exchanges between the Expert and the Client.

    Accordingly, the Company cannot be held liable for the quality, accuracy, relevance or legality of the information, advice, diagnoses or recommendations given by an Expert. The Expert acts under its own professional responsibility and is the sole guarantor of the content it produces, including written documents it delivers to the Client and the content of its statements reproduced in a Report, under the conditions set out in Article 9.6.

    The Company cannot be held liable for any direct or indirect loss resulting from the use or interpretation of content provided by an expert.

  • 12.2 – The Expert shall hold the Company harmless against any claim, action or recourse by third parties resulting from a breach of its obligations, and undertakes to indemnify the Company for any loss suffered as a result of:
    • the negligent performance or non-performance of the Expert’s obligations relating to the assignment towards the Company and/or the Client; and/or
    • non-compliance with these General Terms and Conditions.

  • 12.3 – The Company uses an artificial intelligence system (AIS) intended to transcribe telephone or videoconference interviews, redact the personal data they contain, and summarise them in a Report.

    The Expert acknowledges that such systems may have technical limitations, algorithmic biases or interpretation errors. Accordingly, the Company cannot be held liable for any direct or indirect damage resulting from a decision or information provided by the AIS, except in the event of proven fault, gross negligence or breach of legal obligations.

    The Company undertakes to implement commercially reasonable means of human oversight, quality control and transparency to limit the risks associated with the use of the AIS.

  • 12.4 – The Company shall have no liability towards the Expert and/or any third party for:
    • the performance of any Assignment;
    • the performance of any member of the Circle of Experts during an Assignment in which the Expert participates;
    • the consequences of any conflict of interest, whether actual or perceived;
    • the Expert’s membership of the Circle of Experts.
  • 12.5 – Nothing in these General Terms and Conditions shall or is intended to exclude, limit or restrict the liability of the Company or of the Expert for:
    • any fraud or fraudulent misrepresentation;
    • death or personal injury;
    • any other matter in respect of which liability cannot be excluded, limited or restricted by law.

13. CONFIDENTIALITY

  • 13.1 – Obligations of the Expert

    The Expert shall keep confidential all information relating to the Assignments (subject matter, questions asked, pricing terms) as well as the identity of the Clients on whose behalf they are performed.

    The Expert undertakes not to allow any third party to participate in Assignments conducted by telephone, videoconference or in person.

    If the Expert retains information obtained in the course of its relationship with the Company, it undertakes to use it only strictly within the framework of that relationship. Any use for personal or professional purposes, in particular commercial purposes, is strictly prohibited.

    The Expert undertakes not to exploit such information, directly or indirectly, for the benefit or to the detriment of the Company, its Clients or any other third party.

    This Article 13.1 shall remain in force for a period expiring five (5) years after the end of the Expert’s membership of the Circle of Experts.

  • 13.2 – Obligations of the Company

    The Company may disclose, in compliance with legal requirements, the information provided by the Expert to the extent necessary to facilitate a sale, acquisition, joint venture or partnership that the Company enters into or contemplates entering into.

    Prior to any disclosure, the Company shall ensure that it has entered into a confidentiality agreement with the recipient of such information, the scope of which is no less than the provisions of this Article 13.

    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 about an Expert on the Site or in any public information without the Expert’s consent. If an Expert has consented to appear by name on the Site, it may withdraw such consent at any time and the Company shall remove the information from the Site within eight (8) days of receipt of the request.

    The Company may disclose information about the Expert to the extent required by law or by any judicial or regulatory proceeding.

    If the Expert so requests, the Company will not disclose specific information relating to the Expert, unless required by law or by any judicial or regulatory proceeding.

14. DATA PROTECTION

The Company complies with the General Data Protection Regulation under the conditions set out in the Privacy Policy available at the following link: https://xpertscouncil.com/fr/politique-de-confidentialite/

15. VAT

  • 15.1 – All sums payable under these General Terms and Conditions are, unless otherwise stated, exclusive of VAT and other duties or taxes.
  • 15.2 – Any VAT or other duty or tax payable on such sums shall be added to such sums.

16. MISCELLANEOUS

  • 16.1 – Notices

    Any notice between the Company and the Expert shall be given by email and, to the extent expressly required by any agreement governed by these General Terms and Conditions, confirmed by registered letter with acknowledgement of receipt.

    Such notices shall, in the case of the Company, be sent to:

    EXPERTS COUNCIL SAS
For the attention of the President
28, rue Guynemer
75006 Paris (France)
Email: [email protected]

    The Company and the Expert shall inform each other of any change of address at least eight (8) days before the change takes effect.

  • 16.2 – Waiver

    No failure to exercise or delay in exercising any right or remedy provided under these General Terms and Conditions or by law shall constitute a waiver of that right or remedy or a waiver of any other right or remedy.

    A waiver of any breach of these General Terms and Conditions shall not constitute a waiver of any other breach and shall not affect the other provisions of these General Terms and Conditions.

    The rights and remedies provided under these General Terms and Conditions are cumulative and (except as otherwise provided in these General Terms and Conditions) are not exclusive of any rights or remedies provided by law.

  • 16.3 – Invalidity / Unenforceability of a provision

    If any provision of these General Terms and Conditions is declared null and void or unenforceable under any law or regulation or following a final decision of a competent court, such invalidity or unenforceability shall not affect the other provisions of these General Terms and Conditions. The Company shall replace that provision with a new provision achieving, as far as possible, the same effect. If the Expert does not accept it, it may terminate its membership of the Circle of Experts in accordance with Article 11.

  • 16.4 – No partnership

    These General Terms and Conditions do not constitute, 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.

  • 16.5 – Amendments

    The Company is entitled to amend all or part of these General Terms and Conditions at any time.

    The Company undertakes to inform the Expert before the effective date of the new General Terms and Conditions.

    In the event of disagreement with the proposed amendments, the Expert may request its withdrawal from the Circle of Experts in accordance with Article 11.2 above.

  • 16.6 – Deemed acceptance

    By validating these General Terms and Conditions on the Company’s website, the Expert expressly acknowledges having read them and accepts them fully and without reservation.

  • 16.7 – Governing law and jurisdiction

    These General Terms and Conditions and any other agreement entered into under them shall be governed by and construed in accordance with French law.

    The French version of these General Terms and Conditions shall prevail over any other version, in particular in the English language, which is provided for information purposes only. This English translation is not legally binding; only the French version is authentic.

    The Expert and the Company irrevocably submit to the exclusive jurisdiction of the Paris Commercial Court (Tribunal de commerce de Paris), even in the event of third-party proceedings or multiple defendants, for any claim or matter arising out of or in connection with this contract.