Client Terms

Contexto Client Terms

 

 

Client Terms

Last Updated: May 25 2018

Please read these Terms and Conditions carefully. If you have any questions or wish to clarify any matters, please contact our team at info@contexto.global

This is a legally binding contract between you and Contexto SAS ("Contexto," "us" or "we")

This contract governs your relationship with Contexto and its Talents (the term "Talents" is defined in the 'Overview and Services' paragraph below), your use of the Contexto website (the "Site") and the services provided by Contexto and the Site.

 

If you are registering with Contexto or posting a brief on behalf of a business, that business is taken to have accepted these terms and conditions and you are taken to have been duly authorised to bind the business.

Contexto may amend, update or change the Site including these terms and conditions from time to time by publishing them on this Site, without prior notice to you. You should periodically check the page containing these terms and conditions for changes. These are the current terms and conditions and replace any other terms and conditions previously published for this Site.

Please read our Privacy Policy for an explanation of Contexto's practices regarding the collection, use, and storage of your information. By using the Site, registering your interest, posting a brief or contacting Contexto, you consent to Contexto handling and processing your information as described in the Privacy Policy.

Overview and Services

Contexto provides Clients with the opportunity to connect with industry practitioners and Talents who are registered with Contexto ("Talent") for consulting services and recruitment for short-term or long-term employment arrangements. Consulting services may include telephone consultations, consulting projects, conference calls, face-to-face meetings, project and assignment work, speaking engagements or other deliverables, research or advisory services (a "Consultation").

Contexto facilitates the interaction between Talents and Clients ("Services"). You understand that we are not a party to and will not have any liability with respect to the Consultations or employment arrangements.

Where you are introduced to a Client by Contexto and you take up employment or another type of engagement with the Client, refer to "Introductions and Non-solicitation" below.

Any terms you enter into with the Talent in relation to the work to be provided will be binding on the Client and the Talent. Any terms which attempt to alter or modify these terms and conditions must be agreed by Contexto in writing.

Joining as a Client

You may join as a Client by completing all required documentation and training, including without limitation that which relates to our compliance framework and procedures.

Set-up and Scope of Consultations

You are free to search, screen, and request Consultations with Talents, via our Site or with the support of our Team, consistent with the Services you have agreed with Contexto.

Talents are free to accept or decline Consultations at their discretion. However, Talents represent that they will only accept Consultations (a) that do not present a conflict of interest; (b) that relate to matters that they are permitted to discuss, under applicable law and any obligations they may owe to another party (including contractual, fiduciary, employment, or otherwise), and; (c) that relate to topics about which they are knowledgeable.

They are expected to accept or decline a Consultation within two (2) business days and to adhere to the schedule they establish with you and Contexto.

You understand that a Talent's capacity to consult may be limited by other research collaborations or obligations they may have to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with Talents.

Talents are requested to not assign Consultations to any other person without your and Contexto’s prior written consent.

The Client shall not procure, entice, solicit or induce or do anything which causes a Talent to breach any other obligations or contract a Talent may owe to another person.

Feedback

We will collect your feedback about Talents to assist improvements to the functioning of our search functionality and Site. We will only use your feedback indirectly and/or publish it anonymously, unless we agree otherwise with you.

Payment for Services

Fees

You are free to negotiate hourly, daily or such other rates with the Talent provided however that the rates payable to the Talent in respect of a Consultation must be disclosed and agreed between the Talent and the Client ("Fees") prior to commencement of the Consultation.

Contexto will receive a fee in respect of the Services ("Service Fee") which is the amount agreed in writing between you and Contexto in accordance with the Contexto Pricing & Payments Procedures. The Service Fee and any GST payable in respect to the Service Fee or which Contexto is required to pay will be included (together with the Fees payable in relation to the Consultation) in any tax invoice issued to you by Contexto.

Contexto will be entitled to receive payment for the Service Fee in respect of any Consultations introduced by Contexto, regardless of whether you had a previous relationship with the Talent.

You will be charged for the time that Talents spend in a Consultation as well as reasonable preparation time and expenses, unless otherwise agreed in writing between you, Contexto and the Talent.

Invoicing and method of payment

  1. The Talent must submit a payment claim via the Contexto platform in accordance with Contexto Pricing & Payments Procedures (or at such other times as agreed with you and Contexto). Contexto shall submit a payment claim to you (in the form of a tax invoice) for approval by email:
    1. If you do not either approve or dispute the payment claim within five (5) business days from the date of receipt of the payment claim, the payment claim will be deemed to have been approved by you.
    2. If you dispute the payment claim, you must liaise with the Talent and based on such liaison, the Talent will provide an amended payment claim.
  2. Within one (1) business day of:
    1. approval (or deemed approval) of the payment claim by the Client; or
    2. receipt of an amended payment claim under paragraph (a)(ii) above, the Client will pay the payment claim, unless otherwise expressly agreed by Contexto in writing.
  3. Contexto will pay the Talent the amount of the approved (or amended) payment claim after deduction of the Service Fee, GST and other amounts Contexto is entitled to deduct under these terms, the Contexto Pricing and Payment Procedures and any agreement we have with the Talent.
  4. The Client understands and acknowledges that the timing provided in this Payment For Services clause is critical to ensure the timely and smooth provision of Services and is therefore a material term of this Agreement. Where undisputed or approved tax invoices issued by Contexto are not paid in accordance with this Agreement, Contexto may charge Late Payment Fees against any outstanding amount for each day that amount remains unpaid. Late Payment Fees are 5% of the invoice value for every week the amount remains unpaid.

Invoicing and payments by Contexto will (where possible) be on the basis of Contexto acting as the intermediary that facilitated the supply to the Client of the Consultations by the Talent.

Taxes and Duties

All amounts payable under these terms and conditions are exclusive of any GST or other taxes (other than income tax) which Contexto is required to pay in respect to the Fees.

Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information.

Authorised Users and Logins

Only your employees approved by Contexto who have been issued a user identification and password ("Login") by us shall be "Authorised Users" and permitted to access the Site and/or Services. Unless otherwise agreed in writing, the Site and/or Services may not be used by any Client affiliates, portfolio companies, or other individuals or groups within your company or any third party.

All Authorised Users shall be subject to the terms of this Agreement. You shall be responsible for any breach of this Agreement by any of your Authorised Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud).

You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, "Account Information"). You agree to not disclose your Account Information to anyone else, and to not use anyone else's Account Information.

You agree to notify us promptly about any unauthorised use of your Account Information or any breach of security of which you become aware.

You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to a Consultation.

Client Conduct

You must act with the utmost professionalism and courtesy in your dealings with Talents and with Contexto. As a Client, you agree to the following:

Conflicts

You confirm that you shall not knowingly or recklessly use the Services to access Talents who are employed by a company reasonably considered a direct competitor of yours or a direct competitor of your clients, or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the client you are acting on behalf of. You will neither request nor proceed with any discussion with any such Talent.

Material Non-Public Information

You will not use Contexto to solicit, disclose or misappropriate any material non-public information within the meaning of European Community or French securities laws or the equivalent laws of any other country or jurisdiction.

Confidentiality

You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party without that party’s prior written permission, or in violation of any express or implied duty or contract right.

Confidential Information means any documents or information created, received or obtained by the Client from or on behalf of the Talent, Contexto or any other party in respect of any Consultation. In relation to Contexto, it also includes all non-public information pertaining to Contexto's business (including, without limitation, our pricing information, the identity or participation of specific Talents, and any content marked confidential) is Confidential Information.

You will hold all Confidential Information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential Information, except as may be required by applicable law or legal process or with applicable consent.

Contexto will not disclose or make available to any third-party, directly or indirectly, your Confidential Information, except where we have your permission, where the Confidential Information is already in the public domain (through no breach of this contract) or in furtherance of your use of the Services, to enforce this contract or if legally compelled to do so.

Compliance with Law

You agree that you will not at any time use the Services, perform your obligations under this contract (or any agreement with a Talent) in violation of law or in violation of your obligations to third parties.

Non-sales

You agree not to speak with Talents to market your products or services (or products or services of your business units, actively managed portfolio companies, affiliates or subsidiaries, or the client you are acting on behalf of; collectively, "your products") to them, or in any manner to encourage or influence Talents to use, purchase, prescribe, arrange for the purchase or use, refrain from the use or purchase, recommend to others the purchase, prescription or use or the refraining from the purchase, prescription or use of, any particular products or services.

You further understand and agree that you cannot select particular Talents as a means to compensate them for their past or future use of your products. You hereby represent and warrant to Contexto that in the event you choose to speak with Talents who use your products, you are speaking with them in order to benefit from the insight or scientific Talentise of such Talents, and not for any of the purposes prohibited in this Agreement.

Accurate information

You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by Contexto as soon as possible after any changes.

User Content

You are solely responsible for all information and any content (including for example, written text, tags, data files) you add to your account or to project briefs you provide or information in relation to Consultations("User Content"). User Content includes, without limitation, all content you post or send on our Site. Under no circumstances whatsoever shall Contexto be liable to you or to any other person or entity for your participation in, or use of, our Site. Contexto has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold Contexto, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise from your User Content.

Other Limitations on Use

You agree to not ask Talents for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning without first ensuring the Talent holds all necessary qualifications and you have the appropriate terms of engagement in place.

You may use and apply in your business the opinions and insights you obtain during Consultations, but you may not identify or quote Talents or attribute insights or opinions to Talents or Contexto without the prior written consent of Contexto.

You may use Services only in strict accordance with this contract, and you agree that you will not use Services to compete directly or indirectly with Contexto or any of its Services.

You agree that any written materials provided to you in connection with a Consultation or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without the prior written permission of Contexto, except to your regulators and professional advisors on an as needed basis.

Non-Reliance

Contexto is an independent contractor. The Talents introduced to you through our Site and/or Services are independent contractors. Nothing in this contract is intended to create a partnership, joint venture, agency or employment relationship with either the Client or our Talents.

Contexto is not responsible for any content of projects, deliverables, representations or statements made by the Talents or the quality of work or Consultations provided by Talents.

You understand and agree that (i) Contexto will not assume any liability with respect to your interactions with any Talent, and (ii) the knowledge and opinions of Talents is not ours, and we do not endorse them or any other information provided by any user.

If any of the content, opinions or work provided to you by the Talent is to be relied upon by a third party, the Client shall indemnify and hold harmless, Contexto in respect of any damages claimed by any such third party in respect of reliance on any such work, content or opinions.

Responsibilities of Talents

Talents are required by Contexto to comply with Talent Terms and Conditions as amended from time to time, located at Talent Terms & Conditions.

Client Responsibilities

In using the Services and at its own cost, the Client must:

  • use clear, complete and accurate information to describe the project, brief or Consultation;
  • make all necessary enquiries and satisfy yourself as to whether the Talent meets your requirements and objectives, including in relation to your requirements in ownership of intellectual property;
  • comply with any applicable laws; and
  • ensure the Talent has in place its own appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation in respect of any Consultation.

Introductions and Non-Solicitation

For so long as you:

  1. are registered with Contexto (and for 12 months after any such registration ceases); and/or
  2. engage with a Talent made available by Contexto (including by providing information to you regarding a Talent, enabling you to identify a Talent or otherwise causing a Talent to be introduced to you),

you, your employees, agents, representatives or its related entities must not offer to employ, engage, solicit, induce, entice, or otherwise enter or attempt to enter into a contract for reward (directly or indirectly) with a Talent for the performance of services, in any way other than through the Contexto Services. This applies whether or not you already know the Talent.

This means that you must use the Contexto Services as your exclusive method to engage with that Talent unless Contexto agrees otherwise (in writing) and you pay Contexto the Introduction Fee as provided in the Introduction Fee and Replacement Guarantee Policy.

This paragraph applies in Europe and any other overseas location where Talents and Clients of Contexto are located.

Liability of Contexto

To the extent permitted by law, Contexto will not be liable to the Client for:

  1. the project, the Consultation or scope of Consultation or any changes to the project, Consultation or scope of Consultation;
  2. any deliverables, work, opinion or information provided by the Talent;
  3. Services not performed in accordance with this contract;
  4. the accuracy of information or documents, including the Talent's profiles, background, capabilities or statements provided to the Client;
  5. any claims arising out of or in connection with this contract, any of the subject-matter of the Services or Consultation or engagement with the Talent, for breach of law, contract, negligence or other liability whatsoever; or
  6. any other terms of engagement the Client might reach or agree with the Talent; or
  7. any breach or alleged breach of another party's intellectual property rights arising in respect of the Services or this contract.

Indemnification

You agree to indemnify, defend and hold harmless, Contexto and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys' fees and court costs) which arise out of or relate to:

  1. any act or omission (including negligent acts or omissions) of the Talent in the performance or purported performance of any Consultation;
  2. any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
  3. your breach of this contract, including, without limitation, any use of Contexto that violates third party rights or applicable law;
  4. the use of any intellectual property created in respect of the Services not contemplated by this contract or as a consequence of a breach of this contract; or
  5. any activity which you engage on or through Contexto.

This indemnity will survive termination of this contract.

Warranty Disclaimer; Limitation of Liability

You use the Services solely at your own risk. The Services are provided on an "as is" and "as available" basis. We don't control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our Services or verify the identity of our users. To the fullest extent permitted by law we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.

Notwithstanding anything to the contrary in this contract and to the maximum extent permitted by law:

  1. Contexto's liability, whether under statute, tort, equity or contract, arising from or in connection with the Site and/or Services is limited in the aggregate to the lower of the Service Fee paid by you to Contexto in the most recent 30 day period or €1000.
  2. Contexto is not liable to the Client in respect of any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, loss of opportunity, delay damages, acceleration costs, lost time or good will, however arising, whether in contract, tort (including negligence), strict liability or otherwise.

Intellectual Property

Some of the Consultations will allow or require the Talent to provide deliverables or content to the Client ("Talent Content").

Unless otherwise agreed between the Talent and the Client, the Talent retains ownership of all intellectual property rights in the Talent Content.

In the absence of any specific agreement between the Talent and the Client, the Talent will grant such rights to the Client in relation to the intellectual property in the Talent Content as necessary to enable the Client to receive the benefit of the Consultation. The Client’s requirements in this regard are to be communicated to the Talent prior to the Talent commencing any Consultation with the Client.

Contexto is not responsible for any Talent or Client's use of or misappropriation of any intellectual property rights during the course of the Services or in the use of its Site, including any blog or social media sites such as LinkedIn, Facebook or Twitter. Any agreements or disputes regarding intellectual property rights in Talent Content shall be between the Talent and the Client.

Governing Law; Jurisdiction

This contract shall be governed by and construed in accordance with the laws of France. The parties agree to submit to the non-exclusive jurisdiction of the court of Paris. Each party waives any right it has to object to an action being brought in the courts of Paris including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

Dispute resolution

If a dispute arises out of or relating to this contract the relevant parties shall attempt to resolve the matter by mediation before litigation.

Unless otherwise agreed between the Talent and Client, if a dispute arises in relation to the Consultation, the Client and Talent shall attempt to resolve that dispute by mediation between themselves before litigation.

Nothing in this paragraph limits the rights of Contexto to seek or obtain urgent interlocutory or interim relief.

Termination and Suspension

Contexto or yourself may terminate this Agreement at any time for any reason. Your elected termination will be effective upon notice to Contexto. Violation by you of Contexto policies as set forth herein may, without limitation, result in immediate termination of Services with Contexto.

Contexto reserves the right to suspend any profile or cancel your registration or an Authorised User’s registration as a Client, at any time, on Contexto forming the view in its absolute discretion that Contexto's brand, operations (including the Site, any blogs or social media sites or membership) or business (including its Client's, partners or affiliates) may be adversely affected or harmed as a result of your continued registration.

Termination of Consultations

The Client may terminate a Consultation provided that the Client gives Contexto and the relevant Talent the following notice of termination of Consultation:

  1. for Consultations of less than four weeks, 1 days notice in writing; or
  2. for Consultations exceeding four weeks or where the Consultation involves the Talent working on a regular or systemic basis, 1 week's notice in writing.

Miscellaneous

Any translation of this contract or our other documentation is provided for your convenience only and the English version will govern.

If you are using this contract on behalf of a business, that business accepts these terms.

This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).

We may modify these terms and condition from time to time by posting the modification(s) or updating these terms and conditions on our website: contexto.global Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as Client of Contexto. If you continue to participate as a Client after any modification becomes effective, then your participation will constitute acceptance of such modification.

 

End of Client Terms & Conditions

 

 

 

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