Infoquest Terms and Conditions for experts
1. About us
1.1 Company details. [Infoquest Limited] (company number 14587613) (we and us) is a
company registered in England and Wales and our registered office is at 20-22 Wenlock
Road, London, N1 7GU, England. Our main trading address is 20-22 Wenlock Road,
London, N1 7GU, England. We operate the website www.iqnetwork.co.
1.2 Contacting us. To contact us, email us at info@iqnetwork.co. How to give us formal
notice of any matter under the Contract is set out in clause 11.2.
2. Our terms and conditions with you
2.1 Our terms and conditions. These terms and conditions (Terms) apply to our supply of
Services by us to you and your provision of expertise from time to time (Expertise) to a
customer in relation to a written or verbal request (Contract). They apply to the
exclusion of any other terms that you seek to impose or incorporate, or which are
implied by law, trade custom, practice, or course of dealing. The Contract comes into
force upon us sending you a Request under clause 3. Each Consultation you undertake
will form a separate Contract.
2.2 Your copy. You should print off a copy of these Terms or save them to your computer for
future reference.
3. The services
3.1 We provide customers with access to industry specialists such as you for the purpose of
short-term and long-term consultations (Consultation) to support their services,
operations, internal project, or strategic decisions by engaging professionals when they
need on-demand knowledge (Services).
3.2 Requests. Customers will communicate their requirements for the scope of expertise
or request advice they require (Request).
3.3 You must evaluate the scope of a Request and determine if you have the necessary
expertise and that there are prohibitions or other reasons for you not to participate.
3.4 We may include your Personal Details in an internal report or email (Report) of available
experts with a description of the experts, or background information in relation to their
knowledge and skills that we have collated from publicly-available information or
information confirmed by you who we believe can fulfill the Request.
3.5 If the customer chooses you and you agree to fulfill the customer’s Request and provide
your Expertise, we will enable the customer to schedule Consultations with you to
discuss their Request, face-to-face, by telephone, or via video call. We may monitor and
record the Consultations and may create a written transcript of the Consultation, in
each case for our and the Customer’s internal purposes.
3.6 You must not, nor attempt to, schedule or attend a Consultation with the customer nor
provide your expertise to a customer outside of, or independently of, our Services,
website, or permitted communication methods.
3.7 If you accept a request for a Consultation, we will schedule an appointment for you with
a customer via our conference call service or such other method as we determine.
3.8 You acknowledge and agree that we do not guarantee that our conference call service
or connections for Consultations will always be available or be uninterrupted.
4. Your obligations
4.1 You will provide Expertise to the customer 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 and you will comply with the reasonable
instructions of the customer in respect of the Request and Consultation.
4.2 It is your responsibility to ensure that:
4.2.1 the content of your Consultation and the provision of your Expertise is complete and
accurate in response to the Request;
4.2.2 you cooperate with us in all matters relating to the Services;
4.2.3 you provide us with such information and materials (including your Personal Details) we
may reasonably require in order to supply the Services, and ensure that such
information is complete and accurate in all material respects; and
4.2.4 you answer any questions or provide any clarifications requested by us or a customer.
4.3 You acknowledge and agree that:
4.3.1 we provide the Services on a non-exclusive basis and nothing shall prevent us from
providing any services of the same or similar nature to the Services or otherwise to any
third party and you have no exclusivity with us to your provision of Expertise and
participation in Consultations;
4.3.2 you are an independent contractor and have no employment relationship with us or the
customer;
4.3.3 you are not obliged to go through with an appointment and, where you agree to an
appointment, you are not exclusively engaged by us or any customer;
4.3.4 you provide general knowledge and opinions and we do not warrant the completeness
of the information;
4.3.5 you are prohibited from providing financial, investment, accounting, legal, medical or
other professional advice;
4.3.6 you must not provide insights that lead to a conflict of interest (which we will determine
in our sole discretion) and we will not engage with you if you are an employee of or
connected to organisations that have asked us to not engage;
4.3.7 you must not participate in a Consultation where you work with a customer’s direct
competitor;
4.3.8 you must not provide information that is confidential or not public, including without
limitation, information that could lead to insider trading or secret information or reveal
the results of a clinical trial prior to publication;
4.3.9 you must not provide information on accounting/financial matters of a firm within the
past 6 months, or comment on companies you have audited in the past 3 years;
4.3.10 you must provide information on legislation, regulation or policy that you have the power
to decide/vote on;
4.3.11 you must not provide Consultations in breach of applicable law and you will comply with
all applicable law;
4.3.12 you must not disclose a customer’s identity unless you first obtain our prior written
consent (which we may withhold in our sole discretion);
4.3.13 you must not disclose the content of a Consultation other than to the relevant customer
as part of fulfilling their Request;
4.3.14 you must not advise the customer to make any financial or investment decision,
including but not limited to any decision to buy, sell or otherwise deal with any security
or financial instrument such as shares or bonds;
4.3.15 you will at all times act professionally and courteously, and you shall not be rude,
disrespectful or derogatory to us or any customer, nor do or say anything that may bring
us or any customer into public disrepute;
4.3.16 you will not cause nuisance, annoyance, inconvenience, physical harm or property
damage to any customer; and
4.3.17 we do not have any knowledge or expertise in relation to a Request and are solely a
facilitator that enables you to connect with customers (and vice-versa).
5. Complaints
If a problem arises or you are dissatisfied with the Services or a customer, please
contact us immediately.
6. Intellectual property rights
6.1 You will not own any intellectual property rights in any materials provided by the
customer. We will use reasonable endeavors to procure from the customer a fully
paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any
materials provided by the customer for the purpose of you participating in the Consultation.
6.2 We will own all intellectual property rights in the Report.
6.3 You will own and control all intellectual property rights in a Consultation you give and
you grant us and the customer a sublicensable right fully paid-up, worldwide, perpetual,
non-exclusive, royalty-free license to use the same in connection with the Request.
7. How we may use your personal information
7.1 We will ask you to provide professional information which may include (but shall not be
limited to) your name, email address, company name, qualifications, and specialisms
(Personal Details). You agree that we may feature your Personal Details (excluding your
payment or bank details) in reports we send to our customers.
7.2 You acknowledge that we may make available functionality that allows customers to
provide a review of you and your expertise which we may add to your Personal Details
and as part of Reports.
7.3 You may request an edit to any information submitted as part of a customer review
which we will assess at our discretion. If you do not agree to the inclusion of such
information in your Personal Details, we reserve the right to terminate this agreement
immediately by giving you notice in writing.
7.4 You and we shall comply with applicable data protection laws.
7.5 We will use any personal information you provide to us to:
7.5.1 provide the Services;
7.5.2 process your payment for the Services; and
7.5.3 inform you about similar services that we provide, but you may stop receiving these at
any time by contacting us.
7.6 We will process your personal information in accordance with our [DATA PROTECTION
OR PRIVACY POLICY LINK], the terms of which are incorporated into this Contract.
8. Charges
8.1 In consideration of your participation in Consultations and provision of Expertise, we will
pay your Charges in accordance with this clause and the hourly rates we agree with your
or our standard rate card. This may include, as appropriate, your time on a pro-rata basis
for time spent on the Consultation with the Customer, and where agreed by us in writing
in advance, your time required to prepare for the Consultation, and any follow-up written
deliverable work after the Consultation.
8.2 Your Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the
Charges, we will pay such additional amounts in respect of VAT, at the applicable rate, at
the same time as we pay the Charges, provided we have a note of your VAT registration
number. You must provide us with your bank details.
8.3 We will provide a payment form according to the time spent on the Consultation and the
agreed hourly rate as referred to in clause 8.3. We will pay the amount on the payment
form within 30 days of issue by bank transfer.
8.4 Unless we agree otherwise in writing, we will pay all Charges in US Dollars in cleared
funds to the such bank account as you notify us in writing in advance. If we agree to pay
in a currency other than US Dollars, you may have to pay an administrative charge.
8.5 If we fail to make a payment under the Contract by the due date, then, without limiting
your remedies under clause 9 (Termination)you may charge us interest on the overdue
sum from the due date until payment of the overdue sum, whether before or after
judgment. Interest under this clause 1.1 will accrue each day at 4% a year above the
Bank of England’s base rate from time to time.
9. Limitation of liability
9.1 The restrictions on liability in this clause 9 apply to every liability arising under or in
connection with the Contract including liability in contract, tort (including negligence),
misrepresentation, restitution, or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited, including
liability for: death or personal injury caused by negligence; fraud, or fraudulent
misrepresentation.
9.3 We are not liable for the Expertise or the content of or any advice given during a
Consultation.
9.4 Subject to clause 9.2, the following types of loss are wholly excluded: (a) loss of profits;
(b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated
savings; (e) loss of use or corruption of software, data or information; (f) loss of or
damage to goodwill; and (g) indirect or consequential loss.
9.5 Subject to clause 9.2, our total liability to you shall not exceed the Charges.
9.6 This clause 9 shall survive termination of the Contract.
10. Termination, consequences of termination and survival
10.1 Termination without cause. Either you or we may terminate the Contract by giving the
other 30 days’ notice in writing.
10.2 Termination for cause. Without limiting any of our other rights, we may suspend the
performance of the Services, or terminate the Contract with immediate effect by giving
written notice to you if:
10.2.1 you commit a material breach of any term of the Contract and (if such a breach is
remediable) fail to remedy that breach within 7 days of you being notified in writing to
do so;
10.2.2 we receive a complaint about you which we are satisfied is justified;
10.2.3 you take any step or action in connection with you entering administration, provisional
liquidation or any composition or arrangement with your creditors (other than in relation
to a solvent restructuring), applying to court for or obtaining a moratorium of debts,
being wound up (whether voluntarily or by order of the court, unless for the purpose of a
solvent restructuring), having a receiver appointed to any of your assets or ceasing to
carry on business or, if the step or action is taken in another jurisdiction, in connection
with any analogous procedure in the relevant jurisdiction;
10.2.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a
substantial part of your business; or
10.2.5 your financial position deteriorates to such an extent that in our opinion your capability
to adequately fulfil your obligations under the Contract has been placed in jeopardy.
10.3 Consequences of termination
10.3.1 Termination of the Contract will not affect your or our rights and remedies that have
accrued as of termination.
10.4 Survival. Any provision of the Contract that expressly or by implication is intended to
come into or continue in force on or after termination will remain in full force and effect.]
11. Communications between us
11.1 When we refer to “in writing” in these Terms, this includes email.
11.2 Any notice or other communication given by one of us to the other under or in
connection with the Contract must be in writing and be delivered personally, sent by
pre-paid first class post or other next working day delivery service, or email.
11.3 A notice or other communication is deemed to have been received:
11.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left
at the proper address;
11.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am
on the second working day after posting; or
11.3.3 if sent by email at 9.00 am the next working day after transmission.
11.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter,
that such letter was properly addressed, stamped, and placed in the post and, in the
case of an email, that such email was sent to the specified email address of the
addressee.
11.5 The provisions of this clause will not apply to the service of any proceedings or other
documents in any legal action.
12. Confidentiality
12.1 You and we each undertake that you and we will not at any time during the Contract, and
for a period of five years after termination of the Contract, disclose to any person any
confidential information concerning one another’s business, affairs, customers, clients
or suppliers, except as permitted by clause 12.2.
12.2 You and we each may disclose the other’s confidential information:
12.2.1 to such of our respective employees, officers, representatives, subcontractors or
advisers who need to know such information for the purposes of exercising our
respective rights or carrying out our respective obligations under the Contract. You and
we (as appropriate) will each ensure that such employees, officers, representatives,
subcontractors or advisers comply with this clause 9; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
12.3 You and we may only use the other’s confidential information for the purpose of fulfilling
our respective obligations under the Contract.
13. Non-solicitation
You must not attempt to procure requests for services directly from or provide any
services (including Expertise and Consultations) directly to any of our customers,
directors, employees or consultants, whether as an employee or on a freelance basis,
during the period that we are providing the Services to you and for a period of twelve
months following termination of the Contract or, where you reject a Request, for a
period of twelve months following receipt of that Request. You must not do anything or
omit to do anything that would circumvent or avoid our entitlement to receive fees for
the Services including any attempt to mislead us about the amount of time spent on any
appointment with a customer or attempt to make a direct payment or deliver any
benefit to a customer in connection with the Request. Any such engagement will be
charged at four hours if the engagement lasts less than one month or, if longer, at 25%
of your annual salary.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of,
any of our obligations under the Contract that is caused by any act or event beyond our
reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our
obligations under the Contract:
14.2.1 we will contact you as soon as reasonably possible to notify you, and
14.2.2 our obligations under the Contract will be suspended and the time for performance of
our obligations will be extended for the duration of the Event Outside Our Control. We
will arrange a new date for the performance of the Services with you after the Event
Outside Our Control is over.
15. General
15.1 Anti-corruption. Each party undertakes to the other that it shall comply with any
applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption.
15.2 Partnership. Nothing in this Agreement shall be deemed to constitute a partnership
between the parties or constitute either party the agent of the other party for any
purpose. A party has no authority or power to bind, to contract in the name of, or to
create a liability for the other party in any way or for any purpose.
15.3 Language. These Terms and the Contract are made only in the English language.
15.4 Entire agreement. The Contract is the entire agreement between you and us in relation
to its subject matter. You acknowledge that you have not relied on any statement,
promise or representation or assurance or warranty that is not set out in the Contract.
15.5 Assignment and transfer. We may assign or transfer our rights and obligations under
the Contract to another entity but will always notify you in writing or by posting on this
webpage if this happens. You may only assign or transfer your rights or your obligations
under the Contract to another person if we agree in writing.
15.6 Variation. Any variation of the Contract only has an effect if it is in writing and signed by
you and us (or our respective authorized representatives).
15.7 Waiver. If we do not insist that you perform any of your obligations under the Contract,
or if we do not enforce our rights against you, or if we delay in doing so, that will not
mean that we have waived our rights against you or that you do not have to comply with
those obligations. If we do waive any rights, we will only do so in writing, and that will not
mean that we will automatically waive any right related to any later default by you.
15.8 Severance. Each paragraph of these Terms operates separately. If any court or relevant
authority decides that any of them is unlawful or unenforceable, the remaining
paragraphs will remain in full force and effect.
15.9 Third-party rights. The Contract is between you and us. No other person has any right
to enforce any of its terms.
15.10 Governing law and jurisdiction. The Contract is governed by English law and we each
irrevocably agree to submit all disputes arising out of or in connection with the Contract
to the exclusive jurisdiction of the English courts.