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Our Expert Terms and Conditions

EXPERT TERMS AND CONDITIONS

Membership and participation in Pangea’s Network of Experts is subject to these Terms and Conditions. Experts agree to accept these Terms and Conditions as legally binding on their membership and appointment to the Network of Experts. Infringement of these Terms and Conditions may result in, but is not limited to, membership and appointment to Pangea’s Network of Experts being revoked.

INTRODUCTION TO PANGEA’S SERVICES

Pangea manages a ‘Network of Experts’ who provide consulting services to our Clients. Pangea’s Clients are businesses/firms/companies/individuals with research needs. When our Clients are looking for information on a topic, Pangea perform a highly-targeted search for Experts who can deliver insights on that particular research requirement. Following a thorough vetting and selection process, and following the Client’s ultimate decision to proceed, we connect our Experts and our Clients directly. Typically, this takes place in the form of telephone consultations and face to face meetings. Surveys and Reports are also outputs which Clients may request Pangea to facilitate; and occasionally Clients and Experts agree longer term engagements through Pangea for more detailed projects.

Pangea also offers Clients a turnkey research solution, designing and executing some or all of a Clients’ research for a project on their behalf. In such scenarios, a representative of Pangea or an approved partner/moderator leads the interactions with Experts. Experts are notified of this at the outset of a project.

CONDITIONS OF MEMBERSHIP IN PANGEA’S NETWORK OF EXPERTS AND PARTICIPATION IN STRATEGIC RESEARCH PROJECTS

Meeting the following compliance conditions is essential for registration as an Expert and appointment on the Network of Experts:

  1. An Expert’s general membership and participation in any given project must not violate any law, rule or regulation.
  2. An Expert’s general membership must not present any conflict of interest.
  3. An Expert’s participation in any given project must not present any conflict of interest.
  4. An Expert’s general membership and participation in any given project must not cause them to violate any agreement with or duty towards any person or entity (for example: a current employer; previous employers; or any individual or organisation, an Expert provides or has provided consulting services to).
  5. An Expert must not disclose material, non-public information.
  6. An Expert must not disclose any confidential or proprietary information.
  7. Must not bring Pangea or any part of its group into disrepute.
  8. Must provide all services as part of the Network of Experts with reasonable care, skill and to the standard of the expected level as another expert in the same field.

AN EXPERT’S PARTICIPATION MUST NOT RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE

It is the sole responsibility of prospective Experts to determine whether they are permitted to register as a member of Pangea’s Network of Experts and participate in projects.

Before registering to join Pangea’s Network of Experts, Experts must check any legal agreements that could restrict their ability to participate (including but not limited to employment or consulting agreements, employee handbooks or codes of ethics/conduct; NDAs). Experts are requested consider whether obtaining consents or waivers from their employer, clients or any other third parties is required to ensure that participation as an Expert on a project is legitimate.

There is no pressure on Experts to participate or continue participation in a project or remain a member of Pangea’s Network of Experts. Experts may withdraw without obligation at any time. Pangea also has the unlimited right to terminate an Expert’s participation in a project or membership of Pangea’s network of Experts at any time.

EXPERTS FURTHER AGREE TO THE FOLLOWING:

If an Expert, at any point during the consultation or engagement process, believe a Client is seeking to engage them for any purpose other than to conduct research (for example, attempting to obtain direct services or market products or services), the Expert shall at the earliest opportunity email compliance@pangea-si.com and CC in their primary point of contact at Pangea.

Current and Former Employment or Engagements. Experts will not discuss or disclose any information relating to their current employer or any business or organisation for which they undertake work for. Experts will not participate in a project on the topic of their current employer, or any company of which they are a director, trustee, officer, or board member or any business or organisation for which they undertake work for.

Competitors. Experts will not participate in any project for a company that may be reasonably described as a competitor of their current employer.

Investors. Experts will not give investment advice to Pangea or Pangea’s Clients.

Accountants and Auditors. If an Expert was once employed in the finance or accounting department of a company, they must not consult about that company until six (6) months after termination of their employment. If an Expert is or has been an auditor, they will not consult on projects pertaining to any entity they have audited in the last three (3) years.

Lawyers. By consulting through Pangea’s Network of Experts, Experts do not develop a client relationship with Pangea’s Clients. Experts are not permitted to give legal advice in connection with a project.

Healthcare Professionals. Experts will not disclose any patient information, or any other prohibited information. Experts will not offer medical advice.

Initial Public Offering/Tenders. If an Expert is employed at a public company – or a director, trustee, officer, or board member (or similar) – and that company is the target or bidder in a tender offer, or has filed to issue an Initial Public Offering, the Expert will decline all projects while the tender offer process in ongoing.

Government Employees. It tends to be the case that professionals currently employed by governments are not eligible to join Pangea’s Network of Experts. However, if an Expert is permitted to engage in independent consulting and can provide evidence of that fact, they must not consult about matters that are under the current remit of their department/agency. Experts cannot consult on any topic or area of legislation or policy which they are in a position to influence in any way.

BRIBERY AND CORRUPTION

An Expert shall not take any action, directly or indirectly, whether on their own or through any intermediary that would constitute an offence or breach of:

The Expert notes and agrees that any breach of this shall be a material breach, thereby entitling Pangea to remove the Expert form the Network of Experts and claim any compensation due which will be calculated on a full indemnity basis.

Any Expert who utilises employees, sub-contractors or any other third party to assist with any of the consulting services the Expert is providing under these Terms and Conditions will ensure that those employees, sub-contractors or third parties are equally bound by a similar clause to this.

EXPERT INFORMATION ACCURACY; FALSE OR MISLEADINGINFORMATION

Pangea and its Clients rely on the information on an Expert’s biography page. It is important that Experts do not misrepresent their experience or education. Experts must agree to provide accurate and biographical information, including current job status and recent employment details. Experts must provide full details of any conflicts or restrictions on their ability to consult. Experts are solely responsible for the accuracy and completeness of information in their Pangea Network of Experts biography page and acknowledge that they are obliged to monitor and update changes promptly on an ongoing basis. Should more detailed or more up to date information emerge, either directly from an Expert, or other sources, Pangea may amend the Expert’s biographical Information page.

Experts agree not to disseminate false or knowingly inaccurate information, this includes information relating to their own experience and education.

CONFIDENTIALITY

During membership of Pangea’s Network of Experts and beyond, Experts agree not to reveal, disclose or share any confidential information that they have learned of as a result of their membership and/or participation in projects through Pangea. This applies to information about Pangea’s Clients and Pangea itself, and includes all information which is not in the public domain. It also includes any questions or topics discussed by Pangea and its Clients with an Expert, as well as materials shared or opinions expressed. No information that an Expert is party to shall become public through any action taken by the Expert.

If required, and only to the extent that it is necessary, Experts may disclose the general topic and a description of the Client in order to obtain consent to consult from any relevant third party (for example, a current employer).

In scenarios where there is a legal requirement to disclose confidential information, Experts agree to notify Pangea that such a request has been made.

Occasionally projects require an Expert’s collaboration with other Experts on Pangea’s Network of Experts (for example, Panels and Advisory Boards). Experts agree to offer the same non-disclosure to other Experts, regarding identity and any information shared, as they would to Clients or Pangea.

The duty to maintain confidentiality does not expire if/when and Expert ends their membership in Pangea’s network of Experts. It remains until the confidential information becomes publicly available through no default or omission on the Experts part.

CRIMINAL ACTIVITY

Experts must confirm that they have not been charged with or found guilty of a serious crime. This includes offences involving dishonesty or deception (for example, Fraud). Moreover, Experts must notify Pangea if they have at any time been the subject of legal action or sued for any serious crime, or for the breach of a non-disclosure of confidentiality agreement.

ADVISOR TRAINING

Expert represents that they have completed Pangea’s Advisor Compliance Training, and agree to complete this at least once in the 12 months/one-year period before each consultation they take part in. Experts also represent that they have reviewed the Overview of Compliance Requirements, and Frequently Asked Questions.

PRIVACY

Experts agree that Pangea may collect, directly and indirectly, and retain information about them. This information will be handled in accordance with Pangea’s Privacy Policy (www.pangea-si.com/our-privacy-policy/), which is applicable to the Experts appointment to the Network of Experts and this clause.

If Experts’ membership in Pangea’s Network of Experts ends, Experts agree that Pangea retains certain personal information in line with these Terms and Conditions and its Privacy Policy.

Experts agree that Pangea may contact them concerning participation in consultations, to obtain relevant consents and approvals for project participation, to maintain compliant business practices, to comply with laws and requests from government authorities, to manage the membership in Pangea’s Network of Experts and to market Pangea’s services. Experts agree that Pangea may also use Experts personal information to promote manage their position as part of the Network of Experts, and to improve Pangea’s Clients’ access to the Expert. Pangea and its Clients reserve the right to conduct background checks on Experts which forms part of Pangea’s compliance process and checks may be conducted internally or via third-party services to confirm Experts’ educational and professional backgrounds.

Pangea will not sell Experts’ personal information to marketers or similar organisations. Pangea will only disclose personal information to third parties in the following circumstances:

  1. In the event that we sell or buy any business or assets, in which case we will disclose personal data to the prospective seller or buyer of such business or assets;
  2. If Pangea Resourcing Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its Experts will be one of the transferred assets; and
  3. If Pangea is under a duty to disclose or share an Expert’s personal data in order to comply with any legal obligation, or in order to enforce or apply these terms and conditions and other agreements; or to protect the rights, property, or safety of Pangea Resourcing Limited, our Clients, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

Experts also acknowledge that Pangea’s Clients may be required by law or their compliance policies to disclose personal information relating to their projects with Experts, and Experts authorise Pangea’s Clients to make such disclosures.

Pangea is compliant with Data Protection Laws which means the General Data Protection Regulation (GDPR), and the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 together with any other laws applicable to the protection of personal data in force from time to time in England and Wales and any related regulations and guidance (as from time to time amended, extended, re-enacted or consolidated) and all subordinate legislation and regulations made pursuant to any of them.

APPLICATION OF THE TERMS AND CONDITIONS

By completing registration as an Expert, Experts represent to Pangea that they are in compliance with these Terms and Conditions in their entirety and as such they are incorporated into their membership agreement. Experts are expected to provide information to the best of their ability during participation in projects arranged through Pangea, and participation should remain at all times consistent with these Terms and Conditions.

Occasionally, a Client may require an Expert to agree to additional terms, usually in connection with non-disclosure on a particular project. This may include signing an agreement or reviewing a document from the client. Pangea does not tend to be privy to such agreements and documents and accepts no liability for their content or any consequences that arise from them. If Experts have any concerns at all in this regard on a project, they should discuss them with their primary contact at Pangea and consider taking independent legal advice.

Pangea shall not be liable for the consultations between Client and Experts or subsequent uses of any information derived from those consultations. In circumstances where Client requests Pangea to be present in a consultation being conducted directly between Client and Expert, Pangea shall be considered as a silent spectator only, and Expert remains solely responsible for their own conduct during the consultation.

Neither Pangea, nor Expert shall be liable to the other as a result of ‘Force Majeure’, which meansany occurrence which hinders, delays or prevents a party in performing any of its obligations under this Agreement which is beyond the control of, and without the fault or negligence of, such party and which by the exercise of reasonable diligence it is unable to prevent or provide against including but not limited to war, civil war, act of God, fires, flood, epidemic, utility disruption, subsidence, strikes, lock-outs, insurrection or riots, embargoes, unavailability of raw materials or services, default of the Expert, delays in transportation, changes requirements or regulations of any governmental authority.

PROJECTS

Experts are expected to perform all projects in good faith, to the best of their ability, and in line with best practice for the industry they work within.

All projects and consultations shall be arranged through Pangea or with Pangea’s explicit approval.

If a Client requests additional consultations or other work, this should be arranged through Pangea or with Pangea’s explicit approval. Pangea will not consider Experts eligible for a fee for any project or consultation with a Client of Pangea unless it was arranged or approved by Pangea in advance.

The needs of Clients fluctuate significantly. As such, Pangea cannot provide any guarantees regarding the frequency or volume of project or consultation requests that an Expert will be contacted about.

Preparatory Work. In most cases, preparatory work will not be necessary. Where preparatory work is required, the Expert should discuss this in advance with a representative of Pangea. No third-party should participate in any project or preparatory work, except in exceptional circumstances and with Pangea’s prior consent in writing.

Events. If an Expert agrees to participate in a speaking engagement at a Client event, they consent to the Client using information about them (such as biographical data and picture) in connection with such event.

PAYMENT

Expert payments will be made following the completion of an Expert’s consulting engagement and subsequent to Pangea receiving confirmation from the Client. Payment will be made within 30 days of Pangea receiving the Expert’s request for payment, which must be made within 60 days of completion of any project or consulting engagement.

Expert fees are agreed between Expert and Pangea in advance of any consultation. Expert fees, or a portion thereof can be paid to charities or Non-Government Organisation (NGO) by Pangea on Expert’s behalf. Any request to change the fees an Expert wishes to charge should be made in writing and will apply only to subsequent engagements. The payments process is handled by Pangea and Experts should not discuss financial arrangements with Clients. Experts may not reveal consulting fees to Clients unless Pangea has provided prior consent in writing.

INDEPENDENT CONTRACTOR STATUS

Any work performed by Expert under these Terms and Conditions shall be completed as an independent contractor and consultant. Experts are not employees of Pangea or any of its Clients and cannot speak on behalf of either. Being a member of Pangea’s Network of Experts does not constitute an employer-employee, partnership, joint venture or any other relationship. Pangea is responsible for its own tax arrangements. Experts are responsible for any and all taxes and other payments due on payments received for work performed under these Terms and Conditions. Experts join Pangea’s Network of Experts as an individual, not as an agent of another individual or entity.

TERMINATION

Termination of membership may be arranged by either party at either time. Pangea does not have to provide written notice to remove an Expert from its Network of Experts. However, any of the obligations intended to survive these Terms and Conditions shall remain in place indefinitely.

NON-CIRCUMVENTION AND NON-SOLICITATION

The introduction of an Expert is Client specific not project specific and Expert agrees not to circumvent Pangea by entering into direct agreement or arrangement with a Client to whom Expert was introduced by Pangea, without Pangea’s written consent (including employment, advisory or consulting) for a period of twelve (12) months following the most recent consultation between the Expert and the Client, or following the introduction made by Pangea if no consultation takes place.

Expert agrees not to contact Pangea’s Client(s) directly for a period of twelve (12) months following the most recent project or consultation between the Expert and the Client, or following the introduction made by Pangea if no consultation takes place.

Expert agrees not to enter into projects, take on consultation work or enter into direct employment with Clients who the Expert was first introduced to by Pangea within 12 months of most recent project or consultation between Expert and Client, or following the introduction by Pangea if no consultation takes place.

Occasionally projects require collaboration with other Experts on Pangea’s Network of Experts (for example, Panels and Advisory Boards). Experts agree not to directly or indirectly solicit other Experts that they originally come into contact with through Pangea for projects or engagements without Pangea’s written approval.

CONSULTATION RECORDINGS AND TRANSCRIPTS; ADDITIONAL CLIENT PARTICIPATORS

Experts understand and consent to Clients’ right to keep recordings and transcriptions of consultations. Clients may also elect to have a moderator, translator, legal or compliance professional on telephone consultations. Pangea endeavours to notify Experts in such scenarios, but Experts must accept that this is not always possible.

CONTENT ACCOMPANYING CONSULTATIONS

Any materials Experts present to Pangea or its Clients must be their own intellectual property, or intellectual property they have obtained permission to use. Experts are solely responsible for the content they share or create in connection with consulting engagements they undertake through Pangea. Content should be in no way unlawful, misleading, harmful to others, or in violation of these Terms and Conditions.

Any content Experts create for Clients as part of projects they consult on shall be owned by the Client and Expert will undertake to execute such documents as to assign all intellectual property rights, including inventions, discoveries or improvements that a Client may make subsequently based on such content. Client may use content for any purposes permitted by law. Content created prior to or independently of a project remains the intellectual property of the Expert. However, if an Expert shares that content with a client in connection with a project, the Expert grants the Client the right to use such content on a global and royalty-free basis in perpetuity. This includes ideas and concepts that Experts introduce the Client to in the course of a project or consultation that may help a client devise, manufacture, promote and/or sell products and/or services.

LIMITATION OF LIABILITY

If an Expert is in breach of these Terms and Conditions, they agree to indemnify and keep indemnified Pangea and its representatives against an and all liabilities suffered, without set off or counterclaim, and arising out of or in connection with any legal action that may be taken against Pangea as a consequence of the Expert’s appointment to the Network of Experts.

Experts agree that Pangea shall not be liable for any claims made against Experts made by third parties. Pangea agrees not to impose liability upon Experts for damages, so long as such damages do not arise out of failure to adhere to these Terms and Conditions, or their negligent or reckless actions or omissions.

Pangea do not exclude or limit their lability for any claims for death or personal injury due to its negligence or any liability which is due to its fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

JURISDICTION

These Terms and Conditions are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.

UPDATES

These Terms and Conditions may be updated from time to time. Modifications will be posted on this page of our website and will be effective immediately. If individuals continue to participate as an Expert after modifications, this will be taken as acceptance of such modifications. Experts have the right to terminate their involvement with Pangea’s Network of Experts if they do not agree to any modification(s).

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