EXPERT SERVICES AGREEMENT
Updated: 6 November, 2018
By accepting the contents of this Agreement, you confirm that you have accepted all its terms and conditions contained herein without any reservations and that you are agreeable to being designated as an ‘Expert’ for the purposes of this Agreement. This Agreement shall be an Agreement between yourself and Futureminds Consulting Pvt. Ltd. [hereafter referred to as ‘Futureminds Consulting’].
Futureminds Consulting operates a network of persons having direct Industry experience or in-depth sectoral knowledge in their respective domains (Knowledge Network). The Knowledge Network members participate in various Engagements for Futureminds Consulting’s Clients in the manner detailed below.
“Knowledge Network” means the network of Experts identified and empanelled by Futureminds Consulting.
“Expert” means a member of the Knowledge Network, who is a subject-matter expert in a particular domain, or has requisite industry knowledge. In this Agreement, the reference to the rights and obligations of the ‘Expert’ would refer to your rights and obligations in terms of the Agreement.
“Client” or “Clients” means entities who appoint Futureminds Consulting to engage the services of Expert(s).
“Engagement” or “Engagements” mean event(s) or service request(s) where the Client engages or interacts with Experts in any manner, including for one-on-one expert consultations, focus group interviews, speaker services/panel discussions, expert research surveys, trainings, project delivery etc. These engagements or interactions can be executed or delivered through various channels, including but not limited to email/written communication, telephonic/video conversations or in-person meetings. The Engagement comes into effect after the Engagement Offer is accepted by You.
“Engagement Offer” means a proposal made by Futureminds Consulting to the Expert, which may include more than one communication, in writing or by e-mail, outlining the scope of the services to be rendered by the Expert, agenda of the Engagement, and Engagement Fee.
“Engagement Fee” means the amount agreed to be paid by Futureminds Consulting as per the Engagement Offer, to the Expert by virtue of his/her participation in an Engagement and its successful completion.
“Engagement Content” means content created by the Expert for Clients or shared with Clients, or licensed or sourced from some other party by the Expert as part of the Engagement.
“Confidential Information” means all information provided to You or any third party acting on your behalf, in any form whatsoever, by Futureminds Consulting or the Clients as a result of extension of Engagement Offer to You. Confidential Information includes but is not limited to:
(a) Information relating to existence, nature and content of proposed or actual Engagement performed under this Agreement
(b) Names and contact details of the Clients and their employees
(c) Any documents or other items specifically communicated as ‘Confidential’
(d) Information about any potential investment or strategic decisions by the Clients during your engagements through Futureminds Consulting
Confidential Information does not include any information which:
(a) is already known to you; or
(b) becomes available to you from other sources which you reasonably believe not to be bound by any obligation of confidentiality
(c) is now or hereafter available publically through no breach of this Agreement by you
“Profile Information” means the information pertaining to your personal and professional credentials, including information pertaining to your employment status, bio-data, email, telephone number, payment details etc. or any other similar information sought by Futureminds Consulting.
KNOWLEDGE NETWORK MEMBERSHIP AND SCOPE OF ENGAGEMENTS
Acceptance of the Terms & Conditions detailed in this Agreement is a pre-requisite for You to be deemed as an Expert and a member of the Knowledge Network. As a member of the Knowledge Network, You may receive requests to participate in Engagement(s) pertaining to your areas of expertise. The agenda of the intended Engagement(s) would be communicated to You in writing through the Engagement Offer to help You understand the information sought by the Clients. Acceptance of the Engagement Offer would be construed as your confirmation that You possess the requisite knowledge on the scope of Engagement. Post acceptance, Futureminds Consulting shall schedule the Engagement between You and the Client on a mutually convenient date and time.
DETAILS OF THE ENGAGEMENTS
You can choose to accept or decline any Engagement Offer from Futureminds Consulting. Futureminds Consulting or its Clients reserve the right to select the Expert(s) for delivery of an Engagement without sharing the underlying selection criteria with You. If a Client directly requests You for additional work or consultations, You must receive explicit approval from Futureminds Consulting before commencing work on the same.
2. Duration of Engagement
For one-on-one expert consultations, You need to inform Futureminds Consulting about the actual duration of the Engagement within 5 days of the completion of the expert consultation, and this duration shall be used for calculation of the Engagement Fee, unless otherwise agreed upon between You and Futureminds Consulting. Clients have the option to terminate the one-on-one expert consultation within the first ten (10) minutes after beginning of their interaction with You, if they reach the conclusion that You lack the subject-matter expertise or requisite knowledge and no Engagement Fees would be payable to You in such an event. In case the Clients dispute payment to be made on account of issues in the quality of your work in the Engagement or the duration reported by You, Futureminds Consulting will be the sole authority to resolve such a dispute, and You agree to abide by the decision.
For Engagements other than one-on-one expert consultations, the expected duration of the Engagement shall be indicated to you along with the Engagement Offer, and the same shall be used to agree on a lumpsum Engagement Fee.
3. Prohibited Engagements
You agree to decline any Engagement offers and discontinue any ongoing Engagement and notify Futureminds Consulting where your participation may result in any of the following:
(a) Breach of any agreement, obligation to any current or past employer or client or any other third party
(b) Violation of any applicable law or contractual or professional obligation
(c) Violations of guidelines, practices or rules applicable to your profession
(d) Violation of any of the terms and conditions detailed in this Agreement
(e) Any conflict of interest or perceived conflict of interest
(f) Anything else that may give rise to liability of Futureminds Consulting to any third party
ENGAGEMENT FEE AND PAYMENTS
1. Engagement Fee
You can propose your hourly billing rate chargeable to Futureminds Consulting for participation in the Engagements. Futureminds Consulting may guide you in finalization of your hourly billing rate. The hourly billing rate will be finalized prior to the commencement of the Engagement and will subsequently be used to calculate the Engagement Fee, based on the actual duration of the Engagement rounded off to the nearest minute. Alternatively, You and Futureminds Consulting will agree on a lumpsum Engagement Fee prior to commencement of the Engagement. You will not disclose your hourly billing rate or lumpsum Engagement Fee to Clients at any time.
Any research or preparation effort for delivery of the Engagement will not be considered for calculation of the Engagement Fee, unless approved by Futureminds Consulting over an email prior to commencement of the Engagement.
The Engagement Fee will be paid to You within forty five (45) days post completion of the Engagement or alternatively, as per timelines that are mutually agreed upon prior to commencement of the Engagement.
The billing rate or lumpsum Engagement Fee, as well as the payment timelines, once agreed for a specific Engagement, cannot be revised till the completion of that Engagement.
In the case of any dispute as to the Engagement Fee payable, the Engagement Fee will be paid within 45 days of the resolution of the dispute by Futureminds Consulting.
You are required to share your bank account details with Futureminds Consulting in writing, and the fee will be deposited or transferred to the bank account. You may also be required to share taxation related information (e.g. PAN number, Taxation Residency Certificate etc.) for the payment process as well as for security reasons.
Any unforeseeable delay in the payment of the Engagement Fee will be intimated to You by Futureminds Consulting.
2. Cancellation of Engagement
Clients or Futureminds Consulting have the right to cancel Engagements without prior notice. Futureminds Consulting will promptly notify You of such cancellations and You will not receive any Engagement Fees for such cases.
3. Non-payment or withholding of Engagement Fee:
Futureminds Consulting reserves the right of non-payment or withholding of Engagement Fees if it has reasons to believe that You have violated any terms & conditions detailed in this Agreement and to the extent that You have already received such payments for Engagements, it will have the right to recover such payments.
4. Referral Fee
You can introduce other Experts to Futureminds Consulting and will be entitled to a referral fee of 10% of the Engagement Fees given to such Experts over a 1 (one) year period post their signing-up as an Expert with Futureminds Consulting, subject to a maximum of US$500 per referred Expert.
PERFORMANCE OF THE AGREEMENT
You shall act as an independent expert in the performance of your Engagement and Futureminds Consulting shall not have any actual, potential or other control over you or any person acting on your behalf except as otherwise expressly set forth in this Agreement. You shall not have the right or authority to assume or create any obligation or responsibility whatsoever, express or implied, on behalf of or in the name of Futureminds Consulting. It is reiterated that the Expert is not an employee or agent of Futureminds Consulting.
WARRANTIES AND REPRESENTATIONS BY THE EXPERT
You represent and warrant the following at the date on which You accept this Agreement and at all times thereafter during the term of this Agreement:
You are fully competent and entitled to enter into this Agreement.
2. Profile Information
You will provide all Profile Information about yourself either in writing to Futureminds Consulting, or while creating your member account as part of the sign-up process on the website or mobile phone application of Futureminds Consulting. All biographical and other information that you provide to Futureminds Consulting is true and accurate, current and not misleading in any way. In case of a request by Futureminds you shall provide evidence of the veracity of the Profile Information provided. You must notify Futureminds Consulting of your past and present employment status and must intimate of any change in your employment or career information or any other information provided, during the period in which you continue as a member of the Knowledge Network. This intimation must be made as soon as reasonably practical and in any event within 30 days of the change having occurred.
If You have a member account, You will be responsible for all activities occurring under your account, as well as keeping your username and password secure. You will immediately notify Futureminds Consulting of any unauthorized use of your member account or any other breach of security. Futureminds Consulting will not be liable for any loss or damage arising from your failure to comply with this section.
3. Third party obligations
Your engagement in activities pertaining to this Agreement does not violate any obligations to any third parties including obligations pertaining to confidentiality, intellectual property rights, employment etc. and You would ensure that your actions pursuant to this Agreement would also not result in any such violations.
You are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Futureminds Consulting, and if requested by Futureminds Consulting, you agree to share evidence of such tax payments. If required by law, Futureminds Consulting will deduct applicable tax from the Engagement Fee, and deposit it with the relevant taxation authority.
5. Prior Misconduct
You have not been deemed guilty, nor is any investigation pending upon you by any court of law, entity, authority, association for insider trading, market abuse, money laundering, and violation of any guidelines or any other offences in any jurisdiction. You will inform Futureminds Consulting immediately upon becoming aware of any investigation or being charged with any such offences during the term of this agreement.
You agree that except as required under this Agreement, you will not publish, reproduce, disclose or make any use of any such Confidential Information unless the disclosing party authorizes you for disclosure of such information in writing. You also agree to take all requisite precautions to ensure the protection and confidentiality of Confidential Information entrusted to you while explaining the agenda for an Engagement or during the course of the Engagement.
This includes precautions to ensure that such information is not misused for unfair financial benefits including but not limited to trading in financial securities either directly or indirectly. You specifically agree that your obligations of confidentiality shall not in any event be lesser than any obligation of confidentiality imposed by the Clients on Futureminds Consulting.
You may disclose this confidential information if required by law, valid court order, or government agency, provided you shall notify Futureminds Consulting to the fullest legally permissible extent and shall take every possible defense to prevent or restrict such disclosure including the filing of an appeal.
1. Futureminds Consulting Content
All Intellectual Property rights in any material provided to you by Futureminds Consulting and contained on the Futureminds Consulting website belong to Futureminds Consulting or Futureminds Consulting’s licensors. None of this material may be reproduced or redistributed without prior written consent from Futureminds Consulting.
2. Originality of content
You warrant that any Engagement Content provided by you to Clients is created by you or you have obtained necessary permission and licenses to share such content with the Clients. You specifically agree that your actions in terms of the Engagement would not violate any third party intellectual property rights or other contractual or statutory rights in any manner.
3. Client Content
Unless otherwise specifically specified and agreed to by the Client in writing, the Engagement Content would be solely owned by the Client and you will have no right to its ownership, including but not limited to, any product, discovery, invention, idea or any other intellectual property that may result in either directly or indirectly from, based fully or partially upon, use of that content by client. It can be used by the Client for any purpose including but not limited to reproduction, publication, reprint, sub-license, modify, publicly display, in whole or in part, translate, in its original form or modified, for any commercial or non-commercial purpose.
4. Expert Content
Ownership of content created independently or prior to the Engagement will be retained by you, but you agree to grant a royalty-free, worldwide, non-exclusive, fully paid-up, perpetual, transferable, irrevocable, and sub-licensable right to the Client including but not limited to reproduction, publication, reprint, sub-license, modify, publicly display, in whole or in part, translate, in its original form or modified, for any commercial or non-commercial purpose.
Futureminds Consulting shall have the right to make and retain an audio, video or other recording of your participation in any speaker services/panel discussions or trainings, and attribute such recordings to you. Futureminds Consulting shall have the exclusive right to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such recordings, in whole or in part, for any commercial or noncommercial purpose unless otherwise agreed in writing.
COLLECTION & PRIVACY OF INFORMATION ON EXPERTS
Futureminds Consulting will use your Profile Information to map offers for engagement with your expertise, process your invoices and make payments. It will also share certain parts of your Profile Information with its Clients to help them make a decision of choosing the relevant Expert for their needs. It may also share certain parts of your Profile Information on its website or publicity material, unless otherwise indicated by You. Futureminds Consulting may also disclose this information as a part of a merger, acquisition or sale of its assets. Futureminds Consulting does not sell, trade, or otherwise transfer to outside parties your Profile Information except to the extent specifically mentioned in this Agreement. The exception to this obligation would be sharing the information with trusted third parties who assist Futureminds Consulting in various forms, including in operating our website, conducting our business, or servicing you. Futureminds Consulting shall ensure that appropriate confidentiality agreements are signed with such third parties but shall not be held liable if such third parties use the Confidential Information in a manner contrary to the confidentiality agreements. Futureminds Consulting may share this information with a court, governmental bodies like security or enforcement agencies, or otherwise as required by law or legal process.
Geography: Your information will be held by us and may also be held and accessed by our staff and third parties working for us, or our subsidiaries and affiliates internationally.
You hereby acknowledge that Clients of Futureminds Consulting with whom You engage or intend to engage for consultations are intended third party beneficiaries and have the same rights and expectations as possessed by Futureminds Consulting as a direct contracting party with respect to any breach by You of your representations, warranties and covenants hereunder. You, hereby agree that all third party beneficiaries will have the right to enforce your compliance with these terms and conditions.
INDEMNIFICATIONS AND LIMITATION OF LIABILITY
You agree to indemnify and hold Futureminds Consulting harmless against any loss or threatened loss, including reasonable lawyer’s fees or potential liability of Futureminds Consulting arising out of your negligence, infringement of any copyright or proprietary or confidential information, willful misconduct, or violation of the terms and conditions detailed in this Agreement or such liability that may arise or be threatened against Futureminds Consulting by any third party as a result of your omissions and commissions.
Futureminds Consulting shall also indemnify You, to the extent specified in this Agreement, against any loss or damage caused to you on account of a willful misconduct, or violation of the terms and conditions detailed in this Agreement by Futureminds Consulting.
The maximum liability of Futureminds Consulting in the Agreement due to any breach of statutory duty, negligence, misrepresentation or otherwise to you will in no case exceed the lesser of US$ 1,000 or the Engagement Fees paid to you provided you bring any action to its notice within one year of the action having occurred.
Further, it is made clear that Futureminds Consulting shall not be responsible for any omissions or commissions of the Clients especially in the manner that the Client uses the Engagement Content.
Notwithstanding anything else and without prejudice to the limitations of liability contained elsewhere in this Agreement, Futureminds Consulting shall not be liable for any loss, consequential, punitive or special damages, or any costs, expenses or other claims including without limitation:
(i) loss of profit: loss of business;
(ii) loss of revenue;
(iii) loss of goodwill;
(iv) loss of anticipated savings;
(v) loss of any data or information; and/or
(vi) special or indirect loss or consequential loss;
(vii) performance of any services as a member of the Knowledge Network or otherwise which arise out of or in connection with this Agreement
3. Right to Injunction
In the event that You, as a Knowledge Network member, violate, or threaten to violate, any of your rights and obligations within these Terms and Conditions, You acknowledge that Futureminds Consulting’ remedy for damages may be inadequate and that Futureminds Consulting will be entitled to an injunction to prevent You from continuing to breach or violate your obligations.
1. Personal Benefits
If you obtain any confidential information from the Client by virtue of participating in an Engagement or by virtue of receiving an Engagement Offer, You will not use it for personal benefit, benefit of your family or acquaintances, or corporate benefit.
2. General Liability
Personnel of Futureminds Consulting may attend some parts of Engagements, however Futureminds Consulting is not responsible for the matters discussed in the Engagements. You will be expected to comply in good faith with all the provisions in this Agreement, as well as any other relevant laws, regulations, and obligations outside the scope of this Agreement.
You agree that for a period of one year from the completion of your latest Engagement with a Client or your latest interaction with a Client in connection with an Engagement Offer, whichever is later, You will not solicit services to the Client without prior written consent from Futureminds Consulting.
You also agree not to knowingly solicit for employment any employee of Futureminds Consulting with whom you have interacted during your membership of the Knowledge Network, until one year of the termination of your membership.
In the event that one or more of the provisions contained herein shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
Any delay or failure to exercise any right under this Agreement will not constitute a waiver of that right or any other rights detailed in this Agreement. Any consent to a breach in any express or implied form to any term of this Agreement will not constitute consent to any subsequent breach and therefore not prevent Futureminds Consulting to insist upon adherence to that term or any other term detailed in this agreement.
All notices, requests, demands, approvals, consents, and other communications which are required or may be given hereunder shall be (1) in writing; (2) deemed to have been duly given upon delivery thereof by one of the following means: (a) hand-delivered, (b) first class mail, postage prepaid, (c) recognized overnight courier, or (d) facsimile or other electronic means provided receipt thereof is verified by the sender.
7. Governing Law & Arbitration
Any dispute of any kind whatsoever between or among the parties in connection with or arising out of this Agreement shall be referred to and finally resolved by arbitration. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996, or any modification or re-enactment thereof in force in India. The arbitration shall be conducted by a sole arbitrator appointed by Futureminds Consulting and who shall be an expert on the sector to which the dispute pertains. The seat of arbitration shall be Delhi, India.
This Agreement shall be governed and interpreted in accordance with the laws of India. Any disputes will be referred to the jurisdiction of a Delhi Court, India.
8. Entirety of Agreement
These terms and conditions, as they may be modified from time to time and including the Engagement Offer, constitute the entire agreement between you and Futureminds Consulting and supersedes all previous agreements and understandings, whether written or oral, relating to the subject matter of this agreement. It is made clear that the Engagement Offer and your acceptance to the same shall be treated as part of this Agreement.
9. Term and Termination
This Agreement shall commence on the date of receipt of your online or email acceptance of this Agreement and shall continue until terminated by a written/email notice by you or Futureminds Consulting.
10. Consequences of Expiry
The clauses on confidentiality, collection & privacy of information on experts, content ownership, non-solicitation, third parties, liability, governing law & arbitration will survive the expiry and termination of this agreement. It is clearly understood that the Profile Information provided by the Expert shall continue to remain with Futureminds Consulting even post termination of this Agreement.
These Terms & Conditions may be updated from time to time at the sole discretion of Futureminds Consulting, and the revised Terms & Conditions will be posted on our website www.futuremindsconsulting.com. We encourage you to regularly visit our website and review these Terms & Conditions. Any acceptance to Engagement Offers after the updation will be construed as acceptance of the updated Terms & Conditions. If you disagree with the updated Terms & Conditions, you are free to terminate your membership of the Knowledge Network.
12. Successors, Assigns, etc.
The reference in this Agreement to Futureminds Consulting shall include its successors in interests, authorized representatives, sub-contractors and permitted assigns. It is however made clear that You are not entitled to assign or sub-contract your obligations under this Agreement to any third party, without the specific written approval of Futureminds Consulting.
For any further enquiries on these Terms & Conditions, please contact firstname.lastname@example.org.