Advisor Consultations – Terms and Conditions
In the provision of Advisor Consultations (the “Consultations” or the “Consultation”), Complement International Limited connects and facilitates the interaction of Advisors (“Advisors”) contributing information, opinion and knowledge and Clients (“Clients”) seeking the same. The purpose of the Consultations is to assist Clients in getting up to speed on a particular sector, product, company or topic. For the purposes of this Agreement (the “Agreement”) Client means an individual, body, company or any party seeking knowledge, having engaged Complement International Limited to facilitate a consultation with an Advisor; and Advisor means an individual acting in a personal capacity and as an independent contractor, providing a personal perspective in contributing information, knowledge and opinion.
Your involvement with Complement International Limited as an Advisor is governed by this User Agreement (the “Agreement”); and our Compliance Agreement (“Compliance Agreement”), provided prior to your selection to consult and includes your use of www.complementint.com (the Website) and the services provided by Complement International Limited (the “Services”)
As an Advisor, you will receive information from Complement International Limited or the Clients of Complement International Limited, prior to, during and following a Consultation.
You will hold all confidential information in trust and confidence and not disclose, misappropriate, reveal, communicate or make available to any third-party, either directly or indirectly, or use for any purpose whatsoever, in any form or medium, written, oral or otherwise, any confidential information which is disclosed to you before, during or after a Consultation (Confidential Information includes, but is not limited to our pricing information, the identity of our users, clients or suppliers, the topic or subject matter of any Consultation or proposed Consultation, any questions asked or disclosed by any means, during a Consultation, prior to a Consultation or following a Consultation, any rates of compensation agreed in respect of any Consultation and any content marked confidential).
As an Advisor, you will hold prior information and knowledge and opinion.
You will not disclose any confidential, proprietary or material non-public information to Complement International Limited our Clients or any other party in connection with Consultations, or any other matter.
This includes, but is not limited to – trade secrets, confidential or proprietary information about a current or former employer (including but not limited to any third-parties with whom you may have had any fiduciary, consulting or any other similar relationship), confidential or proprietary information belonging to any other third-party, financial information not publicly available, the identity of any Complement International Limited Clients or the topic, subject matter or questions of any Consultation or potential Consultation, non-public information regarding mergers or material contracts, non-published information relating to clinical trials, any other information that you are under a duty to keep confidential, any confidential or material non-public information as defined under any applicable law or regulation).
You understand and agree that any breach of this term and/or disclosure of confidential information would do serious and potentially irreparable damage to the business and reputation of Complement International Limited and it’s Clients. Complement International Limited and/or it’s Clients shall be entitled to seek remedies in respect of any breach including financial compensation or injunctive relief.
You represent, warrant and undertake that
You will not employ, be employed, consult or otherwise engage (either directly or indirectly) with any users or Clients that Complement International Limited has introduced you to except through the Services or with our prior written consent. This clause remains in force from the date of your first Consultation and for a period of 1 year from the date of your last Consultation.
You will not solicit information, or use any other method whatsoever to seek to identify our Clients or other Users.
You will read and accept our Compliance Agreement, prior to participating in a Consultation.
Biographical information provided by you to Complement International Limited will be accurate and up to date.
You have the necessary permissions and are not restricted from participating in Consultations (for example, you are not prevented from participating in Consulting engagements due to a contract with a current employer, will not be in breach of any other express or implied terms of any contract or legally binding obligation upon you, or for any other reason.)
You must not represent yourself as an Advisor for or on behalf of Complement International Limited or any of our Clients or use the name or logo of Complement International Limited or any of our Clients without our prior written consent.
You may not assign or sub-contract any of your rights or obligations under this Agreement to any third party.
Any Intellectual Property provided to you by Complement International Limited or contained on the Website belongs to Complement International Limited and should not be redistributed or reproduced.
You will not provide any materials or information before, during or following any Consultation which may misappropriate, infringe or conflict with the Intellectual Property rights of any third party.
We are not responsible for any User’s misappropriation or use of intellectual property rights you hold and that you disclose in the provision of a Consultation or use of the Services.
You agree to indemnify, defend and hold Complement International Limited harmless for all claims, damages, liabilities, losses, costs and expenses (including without limitation reasonable legal fees) it may incur in connection with any claims or proceedings brought against it based on any claims that the work, product, knowledge, opinion or information provided to a Client infringes any Intellectual Property rights or any other proprietary rights of any third-party.
Any Consultations completed by Advisors and resulting in the payment of compensation to you by Complement International Limited shall be performed as an independent contractor and you shall not be deemed to be an employee, or agent of Complement International Limited or of any of our Clients or Users, or any other personnel. You shall not be entitled to any benefits provided by Complement International Limited to it’s employees and Complement International Limited will not make any deductions from payments due to you for tax, social security deduction purposes or any similar purposes.
Following completed Consultations (a completed Consultation is deemed to be a discussion with our Client lasting over 10 minutes), you will submit your details for payment in accordance with our instructions for receiving payment.
Complement International Limited will pay you the agreed fees, in accordance with our instructions for receiving payment and the payment information provided by you.
Complement International Limited reserves the right not to make payments due to the breach of any conditions herein or under the terms of our Compliance Agreement, the failure to submit a request for payment or notify us of non-receipt of payment within 90 days of completing a Consultation.
Complement International Limited’s total liability in contract, tort, misrepresentation or otherwise arising in connection with this Agreement shall be limited to an amount equal to the compensation paid to you for your last Consultation.
Notwithstanding anything to the contrary in this Agreement, Complement International Limited, nor any of our affiliates or employees shall be cumulatively liable for any costs, expenses, indirect, special, incidental, punitive or consequential damages, or other claims including but not limited to loss of business, loss of profit, loss of goodwill, loss of anticipated revenue, payment or savings, loss of time, loss of data or information, even if we have been advised of the possibility of such damages, whether in contract, tort (including negligence) strict liability or otherwise.
Any translation of this Agreement or other documents is provided for your convenience only and the English version will govern.
The Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof; you may also be subject to additional terms (that we will notify you of in writing, including but not limited to our Compliance Agreement, or such services that may be agreed in the context of a specific or non-standard interaction).
If a particular term of this agreement is unenforceable, it shall be modified to be enforceable and will not affect the remainder of this Agreement which shall continue to be valid and enforceable.
All clauses shall survive the expiry or termination of this Agreement.
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.