Compass Research Network Expert Terms and Conditions
Last Updated May 2024
Your participation as an industry Expert in any Consultation through Compass Research Network Limited is subject to the following Terms and Conditions. As an Expert, you are obliged to read through these Terms and Conditions before the Consultation takes place. As used herein, the terms ‘we’, ‘us’ and ‘Compass Research Network’ mean Compass Research Network Limited. These terms and conditions, any other documents referred to within, as well as the Compass Research Network Privacy Policy (available at http://www.compassresearch.network/privacy-policy.html) constitute ‘the Agreement’. In this Agreement, ‘Client’ signifies any party who engages Compass Research Network on a project to source and organize consultations with an industry Expert. The term ‘Client’ also encompasses any party nominated by a Compass Research Network Client to engage in an industry Expert Consultation on its behalf. This Agreement may be updated from time to time, and it is the responsibility of the industry Expert to check this online at the Compass Research Network website and determine if there have been any modifications (at http://www.compassresearch.network/terms-conditions). This is a legally binding agreement.
Introduction
Compass Research Network is a knowledge research firm that organizes consultations between its Clients—who are investors, consultants, banks, and corporates—and expert in-industry professionals (‘Experts’). During these consultations, the Experts provide perspectives and information regarding sectors, companies, and products which assist Compass Research Network Clients in their business decision-making processes (‘Consultations’).
Project Consultations
On approval to engage in a Consultation with a Compass Research Network Client, you confirm that you as the Expert are suitably knowledgeable regarding the proposed sector and subject for the engagement. You also confirm you will engage in the Consultation to the best of your ability and in a professional manner. If you become aware of any regulatory, professional, or ethical conflict before, after, or during a Consultation, you should notify the Compass Research Network project manager immediately. An Expert’s participation in any project with any Compass Research Network Client is at the Expert’s sole discretion. Experts are never obligated to accept or continue any project and may decline to participate or continue to participate in any project at any time. Through the use of the Compass Research Network platform, Compass Research Network Clients may contact you directly to invite you to participate in relevant projects. However, you shall only accept projects with Compass Research Network Clients individually explicitly approved by Compass Research Network before the project or Expert call begins. If a Client requests additional work or projects, you must receive explicit approval from us before commencing work. You cannot be compensated for any project with a Compass Research Network Client that was not individually arranged or explicitly approved by Compass Research Network in advance, even if the project was a follow-up to a project that was arranged by Compass Research Network.
Independent Contractor Status
For the duration of a Consultation, you as the Expert will act as an independent contractor in your personal capacity rather than as a representative or employee of Compass Research Network or any other party. You further understand and acknowledge that you have no authority to act or speak on Compass Research Network’s behalf or to represent that you have any such authority. You shall not be deemed to be an employee of Compass Research Network or any of its Clients and you shall not be entitled to any benefits provided by either Compass Research Network or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms and Conditions.
Employment Obligations
You represent, warrant, and undertake that:
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The biographical information provided by you to Compass Research Network is up to date, true, and not misleading, and you will update it in respect of any material changes (including any change to your employment). If you are an employee or director of a company, you will not discuss or disclose any information about that company.
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You will not knowingly participate in any Consultation for a Client that is (or is acting on behalf of) a competitor of your current employer or a company for which you serve as an officer or director. You confirm you are not restricted from engagement in a Consultation. For example, if your contract of employment or policies for your current or previous employer require you to obtain the employer’s prior consent to engage in Consultations, you should seek this consent.
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You will not provide any confidential information relating to any company of which you are an employee, officer, director, contractor, agent, legal representative, partner, joint venturer, or affiliate. If you are an auditor or a former auditor, you will not comment on any company you have audited in the three (3) years prior to the Consultation.
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If you have worked in the accounting or finance department of a company within the last year, you will not discuss accounting or financial issues relating to that company or its affiliates.
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You will not participate in any Consultation at any time while your employer is the subject of a tender offer or is in the process of an initial public offering.
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You will inform Compass Research Network if you are (or have been during the past 2 years) an employee, advisor, or consultant to any government, government department, government agency, or any state entity.
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If you are permitted to participate in Consultations and are an employee, officer, or other person acting in an official capacity for any government or government-controlled entity, public international organization, or any political party, party official, or candidate for political office, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence.
Healthcare Professionals
You represent, warrant, and undertake that you will inform Compass Research Network if you are currently involved with any clinical trial or test or have been so involved where the results of such trial or test have not been publicly disclosed. If you are a medical professional, you will not discuss unpublished clinical trial results, patient experience information, or any other information regarding trials which is not yet public.
Prior Misconduct
You represent, warrant, and undertake that you have not been found guilty of insider dealing, market abuse, money laundering, fraud, or any offense involving dishonesty or any crime (or similar offenses in any jurisdiction) and have not been subject to any order, judgment, action, or investigation by any regulatory body. You will also immediately inform Compass Research Network should you become aware of any investigation involving, or any charge brought against you in respect of, any offense referred to in this clause ‘Prior Misconduct’.
Non-Solicitation
You agree that for a period of one year from the completion of any project with a Client to whom you have been first introduced by us, you will not circumvent Compass Research Network by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with a Client first introduced to you by us pursuant to which you may be engaged by such Client to provide services of a similar nature to the services Experts provide to Compass Research Network’s Clients without our prior written consent. This does not apply to the extent that you have a proven pre-existing relationship or association, based on past work performed. If you notify Compass Research Network of such pre-existing relationship when a Client is proposed to you, and you do not participate in a Consultation with the Client, Compass Research Network imposes no restrictions with regard to this Client. Compass Research Network will not restrict you from accepting an offer of employment from one of its Clients.
Confidentiality
You will not use for any purpose or disclose to any third party any confidential information disclosed to you before, during, or after a Consultation including, without limitation, the identity of the Client engaged in the Consultation, the subject matter, or any questions asked during a Consultation, any information shared, and any rates agreed by you with Compass Research Network if applicable for any Consultation. You will not disclose any confidential information or any material non-public information regarding a company, security, or instrument that is quoted. Confidential information means information, which is identified or by its nature confidential, including without limitation information concerning the plans, business, or finance of any third party. Material non-public information is precise information in respect of a specific company that is not generally available and that a reasonable investor would use to make investment decisions. If this information was generally available, it would be likely to significantly affect the price of an asset or investment. You shall not use confidential information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality shall survive until the confidential information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information. You agree that a breach of the above terms regarding confidential information may cause irreparable harm to Compass Research Network and/or its Client and that damages would not be a sufficient remedy in respect of such a breach. Without prejudice to any other rights which it may have, Compass Research Network and/or the relevant Client shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.
Intellectual Property
‘Intellectual Property’ refers to all patents, rights to inventions, utility models, copyrights and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information, and any other intellectual property rights, whether registered or unregistered, and including all applications and renewals or extensions of such rights and all similar or equivalent rights or forms of protection. You acknowledge that all Intellectual Property rights in any Expert consultation reports and other materials prepared by you in relation to any project for a Client (save for the underlying know-how of the Expert) will be owned by Compass Research Network. Compass Research Network grants the Client a perpetual, irrevocable, royalty-free license to use and exploit all such rights for the purpose of and/or in connection with the relevant project. Nothing in this Agreement shall be construed as Compass Research Network granting you any right, title, or interest in the Client or Compass Research Network’s Intellectual Property. You shall not reproduce or use any of the trademarks or logos of Compass Research Network or its Clients without Compass Research Network’s prior written consent.
Data Protection
You consent to Compass Research Network collecting, using, disclosing, and otherwise processing personal data as described in the Compass Research Network Privacy Policy (http://www.compassresearch.network/privacy-policy.html). Compass Research Network processes personal data in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and other European data protection laws.
Compensation and Self-Billing Agreement
You will receive compensation for Consultations you complete, based on rates agreed between you and Compass Research Network. These rates may vary depending on the nature of the Consultation and your level of expertise. You will be informed of the applicable rate before each Consultation. You are responsible for all taxes and other payments due on any compensation you receive from Compass Research Network.
By agreeing to these Terms and Conditions, you also consent to the following self-billing terms:
1. Issuance of Invoices
Compass Research Network Limited (the “Company”) will issue invoices on your behalf for services rendered to Clients under the expert consultation services offered by Compass Research Network Limited. This includes any payments due to you for Consultations and related services provided through our platform.
2. Details on Invoices
The invoices issued on your behalf will include:
• Your name and contact information (as provided upon registration)
• A description of the services provided (including the project name and consultation details)
• The agreed-upon payment amount for the services rendered
• Any applicable taxes or VAT (if you are VAT registered and have provided relevant details)
3. Payment Terms
Payments for your services will be processed in either USD or GBP, depending on the currency agreed upon before the Consultation. Compass Research Network Limited agrees to pay you within 30 days of project completion or upon client confirmation.
4. Expert-Initiated Invoices
If you prefer to issue your own invoice for services provided, you must notify Compass Research Network Limited before the Consultation takes place. If no such notice is provided, a self-billing invoice will automatically be issued on your behalf.
5. Obligation Not to Issue Invoices
By agreeing to this self-billing arrangement, you agree not to issue separate invoices to the Company for the same services covered under this agreement, unless prior notice has been given as outlined in section 4.
This version gives experts the option to be paid in USD or GBP and ensures that if they want to issue their own invoice, they must notify you in advance. If they don’t, a self-billing invoice will automatically be issued.
Governing Law
These Terms and Conditions and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the courts of England and Wales.