Talent Terms

Contexto Talent (as Consultant, Designer, Expert, Facilitator, Translator, Instructor) Terms

Talent 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 Talents@Contexto.global

These Terms and Conditions govern your relationship with Contexto SAS ("Contexto," "us" or "we"), any related bodies corporate of Contexto SAS, as well as Clients of Contexto, your use of the Contexto website (the "Site") and the services provided by Contexto.

Consultation 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 of use and replace any other terms and conditions of use 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 or contacting Contexto, you consent to Contexto handling and processing your information as described in the Privacy Policy.

Overview and Services

Contexto provides industry practitioners with the opportunity to register as an Contexto Talent (see meaning of "Talent" above) and provide paid consulting services to Contexto Clients ("Client(s)"). These consulting services may include telephone consultations, conference calls, face-to-face meetings, project work, speaking engagements, work products or deliverables, or other research, consulting or advisory services ("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 service arrangements as between you and the Client, or where the Client requires you to provide Consultation services to a customer of theirs, as between you and that customer.

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 Client of Contexto in relation to the work to be provided will be binding on you and the Client. Any terms which attempt to alter or modify these Terms and Conditions must be agreed by Contexto in writing.

Joining as a Talent

You will have joined upon verifying your account, completing the platform registration and agreeing to these Terms & Conditions. Applying to join via our website does not constitute membership of Contexto.

You can participate in our Services, our sharing Sessions and Missions only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you are qualified and have obtained any necessary approvals. By joining Contexto, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals.

Sharing Time

You could share with Contexto SAS or others Talents: Time and Resources during sessions or missions.

Every Time spent in collaborative sessions or missions will be transformed in time credits for Contexto programmes for clients.

Contexto SAS will receive 20 % of Time share during common missions between Contexto's Talents.

Assignment, Acceptance and Scope of Consultations and Introductions

Clients can post Project Briefs on the Contexto platform or otherwise be introduced to Talents through Contexto and/or the Contexto platform for Consultations.

Clients may agree with Contexto either to manage contracts and payments relating to Consultations directly with Talents themselves using their own contracts or otherwise contract with Talents via the Contexto platform.

You are free to accept or decline any Consultations or Sharing programmes, provided however, that you may accept only those Consultations:

that do not present a conflict of interest;
that relate to matters that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise) and
that relate to topics about which you are knowledgeable.

You are expected to accept or decline a Consultation within two (2) business days and to adhere to any schedule or program you establish with the Client regarding the delivery of the Consultation.

Contexto makes no representation regarding the frequency, quantity, or type of invitations to Consultations you will receive or in which you will be chosen to participate.

The Introduction Free Policy applies unless Contexto agrees otherwise in writing.

Payments for Services

Fees

Each Talent is free to negotiate their own hourly, daily, sharing time or such other rates with Clients. Unless you agree otherwise with a Client, Talent fees are exclusive of GST.

Contexto charges a base rate of 20% of Talents' rates to clients or 20% Sharing Time between Talents.

Invoicing

The invoicing method depends on the basis on which the Client has engaged with Contexto. If the Client is a Direct C&P Client, you will see this indicated on the Site, including for example, the project brief and other communications.

Invoicing for Direct C&P Clients

For all Consultations for Direct C&P Clients:

You are responsible for issuing to the Client a tax invoice(s) in respect of your fee for the time you spend on a Consultation. You must issue Client invoices for the amount, and at the frequency and time agreed between you and the Client; and
You are responsible for agreeing with the Client:
1. the time for payment of invoices (e,g. 14 days from the date of the invoice); and
2. following up directly with Clients for any overdue payments;
The Client is responsible for paying your fee. You will not receive any payment for Consultations from Contexto, nor will Contexto be responsible for or involved in assisting you to recover outstanding fees. You agree to indemnify, defend and hold harmless Contexto and its affiliates, successors and assigns (and its and their officers, directors, employees, sub-licensees and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including without limitation attorney’s fees and court costs) which arise out of or in relation to payment of Talent fees for Talent Consultation.

Invoicing for all other Clients

The following provisions apply unless a project brief on the Site specifically indicates that the Client is a Direct C&P Client, in which case the following provisions do not apply and the invoicing procedures described in the section headed "Invoicing for Direct C&P Clients" apply):
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. In determining and agreeing the Fees, the Talent should take into account any amounts to be deducted from the Fees prior to payment to the Talent under these Terms and Conditions and/or the Contexto Pricing & Payements Procedures and/or as agreed with Contexto.
The amount payable to Contexto in respect of the Services ("Service Fee") is the amount agreed in writing between you and Contexto in accordance with the Contexto Pricing & Payements Procedures and/or as agreed with Contexto. The Service Fee and any GST payable in respect to the Service Fee or which Contexto is required to pay will be deducted from the Fees by Contexto before payment to the Talent.
Contexto will be entitled to deduct the Service Fee or sharing time from the Fees paid by a Client in respect of any Consultations introduced by Contexto, regardless of whether you had a previous relationship with the Contexto Client.
Unless you have received prior written agreement from the Client, and provided that written agreement in advance to Contexto, you will only be paid for the time you spend interacting with Clients on Consultations at the agreed rate and you will not be paid for preparation time, wait time or time set aside if a Consultation with a Client does not occur.
In addition, Contexto will pay you only for Consultations with Clients that are either facilitated by Contexto, through its systems, or pre-approved in writing by Contexto.
Invoicing and method of payment
1. In order to receive payment, the Talent must log into the secure platform on Contexto's Site and ensure its business details, accounts and payment settings are up-to-date and complete.
2. The Talent must submit a payment claim via the Contexto Site in accordance with Contexto's Pricing & Payements Procedures, or at such other times as agreed with Contexto and the Client.
3. Invoices submitted after 90 days of completion of the relevant Services, without Contexto’s consent, will not be accepted and will not be paid.
4. Contexto shall submit the payment claim to the Client for approval by email and via the Contexto platform within two (2) business days of the Talent submitting a valid payment claim in accordance with the Contexto Pricing and Payment Procedures and other requirements requested by the Client (timesheets, expense receipts etc.).
  1. If the Client does not either approve or dispute the payment claim within five (5) business days from the date Contexto emails the payment claim to the Client, the payment claim will be deemed to have been approved by the Client.
  2. If the Client disputes the payment claim, you will liaise with the Client and based on such liaison, you will provide an amended payment claim.
5. 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 (d)(ii) above, Contexto will provide the Client with a tax invoice in the amount of the approved (or amended) payment claim such amount being payable within five (5) business days of the date of issue of the tax invoice, unless otherwise agreed.
6. Within 10 business days of the date that the tax invoice is submitted to the Client and after the Client has transferred funds to Contexto, 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 and the Contexto Pricing & Payments Procedures.
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 and that facilitated the acquisition by the Client of the Consultations from 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.

If required by any applicable tax law, and/or if applicable to a Consultation, Contexto shall withhold and remit the amount of any tax from payments owed to the Talent. Upon payment of any such amount to the appropriate government entity or agency Contexto shall have no obligation to pay such amount to the Talent.

The Talent will be responsible for and pay (or cause to be paid) when due all taxes for which the Talent is liable in relation to the performance of the Consultation.

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 overseas.

Authorised Users and Logins

Only you and your designees, if any ("Authorised Users"), who have been issued a user identification and password ("Login") by us shall be permitted to access and use the Site and/or the Services. You shall procure that all Authorised Users shall be subject to the terms of these Terms and Conditions. You shall be responsible for any breach of these Terms and Conditions 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 and your designees 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.

Talent Conduct

You must act with the utmost professionalism and courtesy in your dealings with Clients and your sharings with Contexto.

As a Talent, you agree to the following:

Conflicts

You represent and warrant that your use of Contexto is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use Contexto in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.

Material Non-Public Information

You will not use Contexto to solicit, disclose or misappropriate any material non-public information within the meaning of United States securities laws or the laws of any other country.

Confidentiality

You will not disclose to any Client, to any other Talent, or to Contexto any third-party's confidential information in violation of any duty or contract right.

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.

Where the Talent is legally required to disclose the Confidential Information, the Talent shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.

Confidential Information means any documents or information created, received or obtained by the Talent from or on behalf of the Client, Contexto or any other party in respect of any Consultation, their employees, agents,contractors and representatives. In relation to Contexto, it also includes all non-public information pertaining to Contexto's business (including, without limitation, our pricing information, the identity of our Clients, the nature of and reasons for Client inquiries, and any content marked confidential) which must remain strictly confidential.

The Talent must notify Contexto immediately upon becoming aware of a suspected or actual breach of this obligation.

Contexto's Services provide you with the ability to disclose certain information about yourself to Clients; it is solely your responsibility to decide whether to disclose such information and the manner of disclosure appropriate for your purposes.

Marketing and Disclosure

Unless permitted by the Client or required by law, you will not refer to the Client or its business (including the Client's customers or the Client's customers' business) in any of your marketing materials, website, social media or other publications.

False and misleading information

You agree that you will not provide any false or misleading information or information which may mislead or deceive Contexto, its Clients, or any other party in respect of any Consultation.

You further agree not to provide any financial or investment advice to any Contexto Client, including, without limitation, any ratings or securities recommendations, unless you hold all necessary qualifications and you have agreed in writing with the Client.

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.

Further information on Contexto's Policies and Guidelines may be found on our website at contexto.global (as amended from time to time).

Compliance with Client Requirements

In performing any Consultation for the Client, the Talent must:

use a high standard of care and skill to be expected of a Talent who regularly acts on projects or engagements like and at least as sophisticated as the subject matter of the Consultation;
make all necessary enquiries of the Client to ascertain the Client's requirements and objectives, including the Client's requirements in relation to the Talent's intellectual property;
inform the Client of any matter which may cause any budget or estimate of Fees to be revised;
comply with any Client policy, direction, instruction, brief, program, or schedule;
comply with any applicable laws;
obtain such insurance as required by law and provide evidence of such insurance upon request;
obtain, if requested by a Client, insurance which may include; professional indemnity insurance, public liability and/or workers' compensation insurance;
not subcontract or engage any person other than the Talent to perform the Consultation without Contexto's and the Client's prior written approval.

User Content

You are solely responsible for any content (including for example, written text, tags, data files) you add to your account ("User Content"). User Content includes, without limitation, all content you post or send on our Site,including any blog on our Site or any social media sites maintained or operated by us (for example LinkedIn, Facebook, Twitter etc). 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.

Independent Contractor

Any work performed on a Consultation facilitated through Contexto shall be performed as an independent contractor, and you are not and shall not be deemed to be an employee or agent of Contexto or of any Client. You shall not be entitled to any benefits provided by Contexto to its employees, and Contexto will not make deductions from any of the payments due to you for tax, social security or similar purposes except if required by law.

Introductions and Non-Solicitation

For so long as:

you are registered with Contexto (and for 12 months after any such registration ceases); and/or
engage with a Client made available by Contexto (including by providing information to you regarding a Client, enabling you to identify a Client or project or otherwise causing a Client to be introduced to you) you must not:
agree to or be employed under any form of contract of employment with the Client;
agree to or be engaged as a contractor for the Client;
agree to or be retained by the Client as a supplier of services which would not otherwise fall within the scope of a Consultation, in any way other than through the Contexto Services. This applies whether or not you already knew the Client; or
approach, solicit, induce, entice, offer to perform services, consult with, or otherwise be engaged for reward (directly or indirectly), with a Client introduced to you by Contexto, in any other way other than through the Contexto Services.

These obligations apply whether or not you already knew or had a previous relationship with the Client. This means that you must use the Contexto Services as your exclusive method to engage with that Client unless Contexto agrees otherwise (in writing) and Contexto is paid the Introduction Fee as provided for in the Introduction Fee Policy (or as otherwise agreed in writing between Contexto and the Client).

You must immediately upon being engaged, contracted or retained by the Client in a manner contemplated in subclauses (c)-(f) above notify Contexto in writing.

With the global nature of the Services and the high calibre of Consultation Opportunities and Talents, the Talent accepts and acknowledges that these obligations are reasonable in every respect. Further, Contexto need not suffer or prove any demonstrated loss before enforcing the rights under these provisions.

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.

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. Any agreements or disputes regarding intellectual property rights in Talent Content shall be between the Talent and the Client.

Blog, Contexto social media and marketing materials

The Talent may post, upload or share articles, opinions, comments or any other information or content created by the Talent, on the Contexto Site, blog, other social media sites and marketing materials maintained or operated by Contexto including the Contexto LinkedIn or Facebook pages (Posted Content).

By posting or using the Contexto Site, blog, other social media sites or marketing materials maintained or operated by Contexto, the Talent:

agrees to any terms and conditions of use applicable to the site or social media sites; and
retains ownership of all intellectual property rights in the Posted Content, but grants to Contexto a royalty free, worldwide licence to use the content for its operational, business or marketing purposes, including the right to reproduce, amend, modify or change the Posted Content; and
warrants and represents that:
1. the Talent owns all intellectual property rights in the Posted Content, including having obtained consents or waivers of moral rights (where the Talent is not the author);
2. the Posted Content has not otherwise been published on any other site or publication unless it passes a unique copy test of not more than 15% overlap with what is being published on the Contexto blog;
3. the Talent will not infringe any third party’s intellectual property rights in the Posted Content;
4. where the Talent posts, uploads or shares the Posted Content on any other third party’s site, the Talent will reference the Posted Content as "First posted on Contexto".

The Talent will obtain any necessary consents or waivers from any individual who has any moral rights in any Posted Content or intellectual property licensed to Contexto, to permit the sue and enjoyment of the Posted Content without any limitation arising out of the moral rights of that person.

Contexto may elect not to upload any content proposed as Posted Content and may remove any Posted Content at any time and for any reason, without notice to the Talent.

This clause "Blog, Contexto social media and marketing materials" survives termination of these terms and conditions.

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 are, arise out of or relate to:

any taxes assessed to Contexto (including any payroll tax, but not any income tax) or superannuation contribution obligations arising from the supply of the Consultations by the Talent to the Client or the Fees paid for those supplies;
any act or omission (including negligent acts or omissions) of the Talent in the performance or purported performance of any Consultation;
any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
wilful misconduct or gross negligence in your performance of consulting services hereunder; or
your breach of these Terms and Conditions, including, without limitation, any use of the Services that violates third party rights or applicable law; or
any activity which you engage on or through Contexto.

This indemnity will survive termination of these Terms and Conditions.

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, fitness for a particular purpose, 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 agreement and to the maximum extent permitted by law:

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

Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of France. The parties agree to submit to the non-exclusive jurisdiction of the Courts of Paris.

Dispute Resolution

If a dispute arises out of or relating to these Terms and Conditions 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 Talent shall attempt to resolve that dispute with the Client, by mediation between 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.

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

Assignment and Subcontracting

The Talent must not subcontract, transfer or assign these Terms and Conditions (or the benefit of the relationship with Contexto) without Contexto’s prior written consent.

Contexto may at any time novate, assign, transfer, mortgage, charge or deal in any other way with these Terms and Conditions (or part thereof) or grant or confer the benefit of any right arising under these Terms and Conditions.

Severability

If a particular term of these Terms and Conditions is not enforceable, it should be modified so as to be enforceable, but regardless will not affect any other terms. Our failure to act upon a breach of this Agreement does not mean we waive any rights that we may have.

Miscellaneous

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

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

These Terms and Conditions constitute the entire agreement between the Talent and Contexto 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 an Contexto Talent. If you continue to participate as a Talent after any modification becomes effective, then your participation will constitute acceptance of such modification.

You represent that you have never been (a) convicted of a felony; or (b) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign) or a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery or conspiracy to commit any such offense is alleged.

If you hold a professional license, you represent that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past 5 years.

End of Talent Terms & Conditions

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