CLIENT T&C

Please read and understand these terms of service (“Terms”), which, once agreed upon, represent a legal agreement between The Expert Point address() of the first part AND the client of the second part (hereafter referred to as “Client”). Before the Client decides to use or use the Platform made accessible by the Intermediary, please read and understand these Terms in accordance with the Privacy Policy (defined later) and Procedural Guidelines (defined later) accessible at our Platform (defined later).

The Client agrees to be subject to these Terms by clicking “sign up” or the “I accept” link during registration, or by entering into an agreement with the Intermediary to avail the Services (defined hereafter) as set forth in these Terms, or by continuing to use or access the Platform.

Please read these Terms carefully and do not click “Create an account,” “sign up,” or “I accept” or proceed to access the Platform unless the Client fully agrees with all of these Terms.

The Intermediary and the Client may be referred to individually as “Party” or collectively as “Parties” depending on the context.

WHEREAS the Intermediary is in the expert network business, where it connects Clients to relevant / hand-picked subject matter experts from its global professional network, to leverage from and make better-informed business decisions through various means such as phone consultations, written consultations, market surveys, and in-person meetings;

WHEREAS the Client is looking to take advantage of the Services and subject to the terms and conditions set forth herein; and

NOW, THEREFORE, the Intermediary and Client now agree as follows in consideration of the mutual pledges set out herein:

DEFINITIONS

1. “Confidential Information” means information that the disclosing Party designates as confidential or that, under the circumstances surrounding disclosure, the receiving Party should treat as confidential, and contains, without limitation: (I) information relating to the disclosing Party’s services, strategic plans; (ii) disclosing Party’s work policies or practises; (iii) technical, financial (pricing and quotation), marketing, or other technical or work-related information (whether or not marked as confidential); (iv) information obtained from third parties that the disclosing Party is required to keep confidential; (v) Sensitive Personal Data; and (vi) Subject Matter Expert Information.

Notwithstanding of the preceding, the definition of “Confidential Information” does not contain any information that:

i) is or becomes publicly available as a result of no conduct on the part of the receiving Party in breach of this Agreement; (ii) was in the possession of the receiving Party prior to its disclosure or transfer, as established by written records; (iii) is independently developed by the receiving Party, as established by written records; and (iv) is received from another source without any restrictions on use or disclosure, as established by written records.

1. “Subject Matter Expert” refers to any Person who registers as a subject matter expert by creating an account on the Platform in order to submit proposals/bids for Project(s) floated by the Client(s) and to fulfil the appropriate Project Agreement (s).

2. “Subject Matter Expert Information” refers to information such as name, address, documents such as certificates, licences, registrations to verify legal status, expertise in a specific field, copies of certificates, degrees, qualification, certifications in the area of specialisation and expertise, professional memberships, and such other information, documents that the Intermediary may from time to time require the Subject Matter Expert to submit to the Platform.

3. “Force Majeure Event” describes a situation affecting the performance of this Agreement that is caused or contributed to by any of the following acts, events, omissions, or accidents that are beyond the reasonable control of the Party required to perform under this Agreement: i) strikes, lock-outs, or other industrial action; (ii) civil commotion, invasion, war threat, or preparation for war; (iii) outbreak of war, rebellion, revolution, hostilities, riot, civil disturbance, or acts of terrorism; (iv) epidemic, illness, or death of key personnel, quarantine restrictions, the outbreak of debilitating disease, and any travel restrictions or bans (including bans on non-essential travel); (v) fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural physical catastrophes; or (vi) delays caused by computer malfunction, communication facility interruption, telecommunication failure, system failure, network failure, or technical failure.

4. “Person” refers to any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity or organisation.

5. The term “Privacy Policy” refers to the privacy policy accessible at https://www.theexpertpoint.com/, as revised from time to time.

6. The word “Platform” refers to the Intermediary’s online portal, https://www.theexpertpoint.com/, and its mobile application versions.

7. “Procedural Guidelines” refers to the guidelines (including any obligations imposed from time to time by applicable laws, regulatory or governmental bodies, or the judiciary) for Client and the Subject Matter Expert available at
   https://www.theexpertpoint.com/ outlining, among other things, the process flow phases and certain additional terms and conditions, as revised from time to time, and which shall be binding on the Client and the Subject Matter Expert.

8. “Project(s)” means a work-requirement floated by the Client in the Platform wherein the Client wishes to engage the Services offered on the Platform through the participating Subject Matter Experts, containing at a minimum the following information: scope including specifications and topic description; relevant geography and the respective supply chain; and timeline.

9. “Project Agreement” refers to an agreement, whether oral or written, entered into separately by the Subject Matter Expert and Client alone through the Platform that covers all important components of a Project.

10. ‘Sensitive Personal Data’ refers to data that includes information about: i) passwords; (ii) financial information, such as bank account details or credit card or debit card or other payment instrument details; (iii) physical, physiological, and mental health condition; (iv) sexual orientation; (v) medical records and history; (vi) biometric information; (vii) any details relating to the foregoing; (viii) any other information classified as sensitive personal data from time to time under applicable laws; and (ix) any of the information exchanged under the preceding clauses However, sensitive personal data does not contain any information that is openly available or accessible in the public domain or provided under the Right to Information Act of 2005 or any other current law.

11. “Service(s)” refers to amenities provided to Clients via the Platform by Subject Matter Experts in relation to Projects, such as phone consultations, written consultations, market surveys, and in-person meetings.

12. DISCLAIMERS

1. the intermediary’s role is limited to serving as a platform for (i) the subject matter expert(s) to connect with the clients; (ii) subject matter expert(s) to receive information and update(s) on different projects posted by clients; (iii) permitting subject matter expert(s) to submit directly proposals/bids for client-floated projects; (iv) entry into the project agreement by the subject matter expert(s) and the client; (v) keep subject matter experts and clients up to date on the projects; (v) giving a platform for subject matter expert(s) to communicate with clients on all aspects of the project; and (vi) intermediary monitoring of the projects as well as fees processing. the project agreement shall be a contract between the subject matter expert and the client only. the intermediary shall have no obligations or liabilities in respect of such project agreement at any time.

The platform, the services provided, and the information contained therein are provided “as is” and “as available” without no warranty, expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. the subject matter expert is solely liable for any and all actions or omissions taken or made in reliance on the platform or the information contained therein, including inaccurate or incomplete information. the subject matter expert further agrees that neither the intermediary nor any of its affiliates, service partners will be liable for any direct, indirect, remote, punitive, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, data or other intangible losses, arising out of or in connection with the platform, even if the intermediary have been advised of the possibility of such damages, resulting from: (i) the platform’s use or inability to use; (ii) any products, data, or information obtained or services provided or messages received or transactions entered into, through, or from the platform, including intermediary information or client information; (iii) unauthorized access to or alteration of transmissions or data of a subject matter expert; (iv) anyone’s statements or conduct on the service; (v) fraudulent or false transactions or malicious or criminal behavior or vi) technical or other operational delays on the platform, or (vii) any other matter relating to the platform’s service.

The intermediary does not warrant that the subject matter expert’s use of the platform and services under this agreement will not violate any applicable law or regulation.

1. REGISTRATION AND RELATIONSHIP

   The Client must first acknowledge the terms of this Agreement before creating an account in order to access and use the Platform. By registering as a Client, the Person represents and warrants to the Intermediary that: (a) the Client (if an individual) is of legal age and has the authority to enter into this Agreement; (b) this Agreement is binding and enforceable against the Client; and (c) if the Client is using the Platform on behalf of another person, the Client is authorised to accept this Agreement on behalf of such Person and agrees to indemnify the Intermediary for any violation of this Agreement; (d) the Client will not engage in any activity that could be considered illegal, immoral, or unethical; (e) the Client may be required to provide the information and documents listed in the Procedural Guidelines as the Intermediary may require from time to time; and (f) that all information and documents provided at the time of registration and thereafter are correct, verified, and true. 

2. Neither Party is the other’s agent, representative, or partner. Neither Party has the right, capacity, or authority to enter into any agreement for or on behalf of the other Party, to incur any obligation or responsibility on behalf of the other Party, or to otherwise bind the other Party. This Agreement is not intended to form an employment connection, an association, an agency, a joint venture, or a partnership between the Parties, or to impose any obligation on any Party as a result of such a relationship. 

3. The Parties agree and recognise that Client’s enrolment and the supply of Services are non-exclusive. The Intermediary is free to enroll any number of people as clients, regardless of whether or not those people are rivals of the Client. The Client agrees, however, that during the term of its enrollment as a Client in the Platform, it will not enroll and/or float (or attempt to enroll and/or float) projects or enter into project agreements through any other platform/web-portal similar to the Platform without the written consent of the Intermediary. 

4. ALLOTMENT AND IMPLEMENTATION OF PROJECT AGREEMENT

   Project(s) may be floated on the Platform by the Client. 1.2 The Intermediary will analyse the skills needed of the floating Project(s) using its available technology and refer them to the suitable Subject Matter Expert via the Platform. 1.3 The Subject Matter Expert must then use the Platform to submit its proposal/bids. The proposal/bids will be directed to the Client via the Platform after they have been filed. 1.4 The Client will next pick the Subject Matter Expert for the Project and begin conversations with them. The Client may then sign into a Project Agreement with the Subject Matter Expert in question. 1.5 The Procedural Guidelines shall include all elements of floating Project(s), submitting proposals/bids, exchanging Project-related correspondence, and so on. The Intermediary reserves the right to monitor the Subject Matter Expert’s performance of the Project Agreement, including reviewing all communication and documents exchanged between the Client and the Subject Matter Expert while performing the Project Agreement, and the Subject Matter Expert agrees to provide the Intermediary with full and prompt cooperation in this regard.

5. FEES AND DISBURSEMENT

   17.1 The Client and the Subject Matter Expert may agree into a Project Agreement, which may then be registered in the Platform.

   17.2 The Client should process the fees owed to the Intermediary for the Services received in accordance with the payment arrangements mutually agreed upon by the Intermediary and the Client. The Client undertakes to refrain from discussing costs with the Subject Matter Expert at any time. If there are any cancellation fees, these will be mutually agreed upon by the Client and the Intermediary when the payment conditions are finalised.

   17.3 All payments made under this agreement will be subject to tax deductibility at source, if applicable, in accordance with the Income Tax Act of 1961. The Client must pay these taxes with the taxation authorities and provide the Intermediary with relevant tax deduction certificates.

6. CONFIDENTIALITY

   18.1 Receiving Party shall not, at any time, divulge, communicate, use, or misuse for its own purposes any Confidential Information that may come to its knowledge in the course of performing the Services hereunder and which it is not required to divulge or communicate to the public, and shall treat Confidential Information with at least the same degree of care as it treats its own confidential information, but in no event with less than a reasonable degree of care.

   18.2 The Intermediary may give access to Confidential Information to its licensors, vendors, service providers, and other third parties as needed to run and maintain the Platform in the course of providing the Services.

   18.3 If the Receiving Party becomes aware of a breach of this Clause, it shall promptly notify the disclosing Party with a reasonable explanation of the breach and the corrective actions taken by it in connection with such breach by writing communication.

   18.4 The Parties acknowledge that the receiving Party’s improper use or disclosure of Confidential Information may result in immediate and irreparable loss to the disclosing Party, for which monetary damages may not be an appropriate remedy. In this case, the Parties agree that the disclosing Party has the right to seek injunctive remedy.

   18.5 The terms set out above, insofar as they pertain to Confidential Information other than Sensitive Personal Data, shall survive the expiration or termination of this Agreement for a period of 5 (Five) years following the Client’s effective disassociation from the Platform. Sensitive Personal Data will be safeguarded, handled, and disposed of in strict conformity with the law (s).

   18.6 The term “Receiving Party” includes the appropriate ” Subject Matter Expert” for the purposes of this Article.

7. INTELLECTUAL PROPERTY RIGHTS

   The Parties agree that all designs, works, materials, software, source, executable or object code, documentation, methods, apparatus, systems, and the like, as well as all trademarks and trade names derived from it, and the trademarks used, whether owned or licenced to the Intermediary, forming part of the Platform, shall be the exclusive property of their respective owners, and that this Agreement or any transaction contemplated to be undertaken on the Platform shall not be deemed to be the exclusive property of the respective owners, as well as any transaction proposed on the Platform, shall not be construed as a licence or assignment of such intellectual property to the Client or any other entity. 

8. REPRESENTATIONS WARRANTIES AND UNDERTAKINGS

   The Client represents and warrants to the Intermediary that the following statements are true and accurate in all respects and are not misleading as of the Effective Date, and that they will remain true and accurate in all respects and will not be misleading throughout the Client’s relationship with the Platform:

   i. It has the power and authority to engage into this Agreement and to carry out its duties;

   ii. It has duly authorised, executed, and delivered this Agreement, which is a valid, binding, and enforceable obligation enforceable against it in accordance with its terms, except to the extent that enforcement is limited by applicable bankruptcy, insolvency, or other general applicability laws affecting creditors’ rights or equitable principles;

   iii. It is not a party to, or bound or affected by, or subject to any contract, agreement, indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, judgement, decree, or law that would be violated, contravened, breached by, or under which any payment or repayment would be accelerated as a result of the execution and delivery of this Agreement or the consummation of any of the transactions contemplated in this Agreement;

   iv. No governmental authority or third-party consents, approvals, filings, or registrations are required in conjunction with the Client’s execution and delivery of this Agreement;

   v. The information and documentation provided by the Client to the Intermediary, including but not limited to the documents submitted at the time of registration on the Platform, are true, correct, and complete copies of the documents and do not contain any untrue statement of a fact or omit to state a fact necessary to make the statements contained therein true, correct, and complete, and are not misleading and in compliance with applicable law; further, no material facts have been concealed.

   vi. The Client’s hardware, software, documents, and other materials delivered under this Agreement or on the Platform will not infringe or otherwise conflict with a third party’s intellectual property or proprietary rights. 

9. TERM AND TERMINATION

   21.1. Term: This Agreement will begin on the effective date and will remain in full force and effect as long as the Client maintains its Platform account.

   21.2. Termination upon Notice: The Intermediary may terminate this Agreement for any reason by giving the Client 7 (seven) calendar days’ advance written notice of its election to terminate the Agreement, notwithstanding anything to the contrary hereof.

   21.3. Intermediary Termination for Cause If the Client commits a serious breach of the Agreement (in the sole judgement of the Intermediary), the Intermediary may terminate this Agreement by giving written notice to the Client (such termination shall be effective immediately upon the Client’s receipt of such notice). If the material breach is curable in the sole opinion of the Intermediary, the Client will be given a chance to cure the material breach within 5 (Five) calendar days or such other mutually agreed upon timeline following receipt of written notice from the Intermediary, failing which the Intermediary will be entitled to terminate the Agreement by serving a notice of termination. For the purposes of this Agreement, a material breach shall include, but not be limited to, a material breach of any representation/warranty/covenant of this Agreement, the Client’s violation of applicable laws, the Client’s arrest by any law enforcement authority, the Client’s abandonment of a Project Agreement, failure to release undisputed fees, and the Client directly engaging any Subject Matter Expert for any work assignment bypassing the Platform during the Agreement’s tenure.

   21.4. Bankruptcy/Insolvency Termination: If any court or tribunal admits an insolvency or bankruptcy process against one of the Parties, this Agreement will instantly end.

   21.5. Effect of Termination: Termination will result in the Client ceasing to utilize the Platform and the Intermediary terminating the Client’s access to the Platform. The Client shall lose access to the Platform upon termination for any reason, and all hardware, software, and documentation (if any) provided by or on behalf of the Intermediary will be returned to the Intermediary. The Parties have agreed that termination of this Agreement will not relieve the Client or its successors of any outstanding obligations that accrued during the period of the Agreement. The Intermediary’s right to earn fees under Project Agreements entered into during the period of this Agreement will not be affected by its termination.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

    22.1. The Client agrees to indemnify, defend, and hold harmless the Intermediary, its affiliates, officers, directors, and agents from and against any and all loss, damage, liability, claim, deficiency, action, judgement, interest, award, penalty, fine, cost, or expense arising out of or in connection with: (a) the Client’s use or misuse of the Platform; (b) the Client’s breach of this Agreement; (c) the Client’s infringement of any intellectual property or other rights of any person or entity; (e) the actions of any person gaining access to the Platform under a User Name assigned to the Client; (f) any damage to the Intermediary’s reputation and goodwill attributable to the Client’s acts or omissions; (h) any fraud, theft, carelessness, willful misconduct, deliberate wrongdoing, or deficiency on the part of the Client in performing its Services under the Agreement, or any damage to the Intermediary’s reputation or goodwill directly due to the Client’s acts or inactions. Without the explicit consent of the Intermediary, the Client shall not settle or compromise any such dispute. At the Client’s cost and expense, the Intermediary shall be permitted to engage in such defence through counsel of its choice.

    22.2. The Client is responsible for indemnifying and holding the Intermediary harmless from all damages, losses, costs, and expenses incurred by the Intermediary as a result of any action taken by the Subject Matter Expert in relation to the Client’s performance, non-performance, or breach of the Project Agreement.

    22.3. Notwithstanding the foregoing, in the event the intermediary is liable to the client or any third party for any loss, harm or damage, the client and the intermediary agree that such liability shall under no circumstances exceed the value of any platform fees received by the intermediary from the client in connec the client and the intermediary agree that the foregoing limitation of liability represents an agreed risk allocation between them.

11. NON-SOLICITATION AND NON-COMPETE OF CLIENT

    23.1. The Client agrees not to enter into any contract, transaction, or business with any Person who was a Subject Matter Expert during the Client’s association with the Platform for a period of 2 (two) years after its effective dissociation from the Platform (“Non-Solicitation Period”) (irrespective of whether the Client was exposed to that Subject Matter Expert or not).

    23.2. For the purposes of this clause, “Subject Matter Expert” means I an affiliate of the Subject Matter Expert; or (ii) any Person whose directors or management/key personnel happened to be the same as the Subject Matter Expert at any point during the Non-Solicitation Period; or (iii) any Person whose directors or management/key personnel happened to be a close relative(s)/friend(s) of the Subject Matter Expert’s directors or management/key personnel at any point during the Non-Solicitation Period.

    23.3. The Intermediary has the right to assess the Client’s compliance with this provision and to have an audit of the Client’s legal, contractual, taxation-related documents, invoices, bank statements, and other relevant documents done by the Intermediary’s auditor(s). When the auditor is appointed, the Client must cooperate fully (s). The Intermediary’s ability to audit shall be preserved for 3 (three) years after the Non-Solicitation Period has expired.

12. NON-SOLICITATION AND NON-COMPETE OF SUBJECT MATTER EXPERT

    24.1. The Subject Matter Expert agrees not to enter into any contract, transaction, or business with any Person who was a Client during the Subject Matter Expert’s association with the Platform for a period of 2 (two) years after its effective dissociation from the Platform (“Non-Solicitation Period”) (irrespective of whether the Subject Matter Expert was exposed to that Client or not).

    24.2. For the purposes of this clause, “Client” means (i) a Client affiliate; or (ii) any Person whose directors or management/key personnel happened to be common with the Client’s at any point during the Non- Solicitation Period; or (iii) any Person whose directors or management/key personnel happened to be a close relative(s)/friend(s) of the Client’s directors or management/key personnel at any point during the Non- Solicitation Period.

    24.3. Intermediary commits not to consult on a Project for a Client that is a direct competitor of a company where its Subject Matter Expert is currently employed, a director, trustee, officer, or board member (or for which the Subject Matter Expert holds a similar position).

13. FORCE MAJEURE

    25.1. If a Force Majeure Event prevents any Party from performing its obligations under this Agreement or causes such performance to be delayed, that Party shall not be liable for any breach or non-performance under this Agreement to the extent that such non-performance or delayed performance is caused by a Force Majeure Event.

    25.2. If a Force Majeure Event occurs that renders any Party unable to perform its duties or causes such Party’s obligations to be delayed, such Party shall, with the cooperation of the other Party, wherever applicable and possible:
    (i) Notify the other Party in writing as soon as the Force Majeure Event occurs; present the other Party with a written report giving all details of the Force Majeure Event, including the connection between the Force Majeure Event and the non-performance;

(ii)not be authorised to suspend performance that is more extensive or lasts longer than the Force Majeure Event requires;

(iii)take reasonable steps to reduce the impact of the Force Majeure Event and fulfil its commitments under this Agreement;

(iv) fully and continuously appraise the other Party of its endeavour to correct the non-performance, or

(v) take reasonable efforts to repair such non-performance and resume performance as soon as feasible, and notify the other Party in writing;

(vi) provide written notification to the other Party when it resumes performance.

25.3. If the Force Majeure Event lasts more than 5 (five) calendar days, the Parties shall confer and agree on how to carry out their duties under this Agreement (taking into consideration the effects of such Force Majeure Event and its duration).

1. COMMUNICATIONS AND GRIEVANCE REDRESSAL
   
   26.1. Any notice, approval, request, authorization, direction, or other communication required by this Agreement must be given in writing and will be regarded delivered and granted for the following purposes:
   
   (a)If delivered by e-mail or other electronic means linked by phone numbers, on the delivery date;

(b)if sent by commercial overnight carrier, registry post, or speed post, on the actual date of delivery or date of refusal to accept or date of the first delivery attempt.

The official e-mail addresses, phone numbers, and addresses for exchanging notice/communication under this Agreement are as follows: