KnowledgeX facilitates consultations between its clients (mostly Consultancies, Startups and Investment Firms) and relevant industry experts making business connections that count and easing the process of networking across sectors and organisations. Our Clients are able to connect with leaders in their field to share insights and expertise across a vast range of topics.
Whilst we work with small, medium and large organisations, we recognise the significant contribution of small businesses to local economies therefore we will strive to support these small businesses to enable them to compete globally, driving growth and employment. We aim to work in partnership with industry to nurture these new companies to benefit economic growth and promote an innovative and creative society. This will be provided under the KnowledgeX Innovate Programme.
1.1. Your acceptance into the KnowledgeX network and participation as an industry expert (Advisor) is subject to the terms and conditions detailed below which are between you and KnowledgeX.. These terms and conditions provide the legal and compliance obligations relevant to all Advisors and outline the relationship between you as an Advisor and KnowledgeX.
1.2. The Terms and Conditions may be updated from time to time and it is the responsibility of the Advisor to check this online at www.knowledgexnetwork.com/advisor-terms-conditions.
Throughout this agreement the terms ‘we’, ‘us’ and ‘KnowledgeX’ means KnowledgeX Ltd.
2.1. ‘Advisor’ means an industry expert who is a specialist or expert in their field;
2.2. ‘Applicable Laws’ means all laws, rules and regulations which impose legal, regulatory or other requirements, as amended, in respect of the Services;
2.3. ‘Client’ means the person, associated person, company or other body or organisation who engages KnowledgeX to source an Advisor, including any party nominated by the client to act on their behalf.
2.4. ‘Confidential Information’ means, any information, in relation to either party, (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with these Terms & Conditions;
2.5. ‘Conflict of interest’ means the circumstances where the aims of two different parties are incompatible or circumstances where a person may derive inappropriate personal benefit from official actions or influence;
2.6. ‘Consultation’ means the engagement and the action or process of formally consulting or discussing;
2.7. ‘Data Protection’ means the Data Protection Act 1998, GDPR and all relevant legislation applicable within the relevant jurisdiction;
2.8. ‘Intellectual Property Rights’ means, includes but not limited to, any patent, copyright, registered or unregistered design right, database right, trade secret, registered or unregistered trade mark, rights in relation to confidential information or any other intellectual property rights or analogous rights in any part of the world;
2.9. ‘Material Non-Public Information’ information on a company, that has not been made public, that would affect the share price and investment decisions as soon as that information becomes public. This is considered insider information.
2.10. ‘Project’ means a client’s planned scheme of work;
2.11. ‘Project Manager’ refers to your named contact at KnowledgeX;
2.12. ‘Services’ refers to activities including telephone consultations, reports, face to face meetings;
2.13. ‘Terms & Conditions’ refer to these Terms & Conditions which may be amended from time to time.
2.14. ‘Work Product’ means any deliverable or outcome that is produced to complete a project and achieve its objectives. Anything the Advisor produces specifically for the client.
3.1. By consenting to engage in a Consultation with a Client of KnowledgeX you are confirming you understand and are knowledgeable about the proposed topic and that you will undertake the Consultation professionally and to the best of your ability.
3.2. During the Consultation you will appreciate that you are not acting on behalf of or as an employee of KnowledgeX or any other party. For the purposes of the Consultation you will be acting, in your personal capacity, as an independent contractor. Due to this you will be liable for all taxes and other payments due on all disbursements provided in respect of work undertaken. At no time will you act on behalf of or represent KnowledgeX.
3.3. You will not be permitted to accept any payment directly from the client in respect of work undertaken unless approved by KnowledgeX. Nor will you be permitted to assign or subcontract your services to any third party without the written and express approval of KnowledgeX.
3.4. If during or following the consultation the client wishes to engage you in any other work or projects you are required to get explicit approval from KnowledgeX in advance of commencing any further work.
3.5. You will not be obligated to engage in or continue any Consultation as at any time you can decide to terminate the Consultation and decline to participate further. If you terminate the Consultation you will not normally be entitled to receive any payment. Except where the call is terminated for reasons stated in Clause 3.6. Any exception to this will be at the discretion of KnowledgeX.
3.6. If at any time before, during or after a Consultation you become aware of any professional, regulatory or ethical conflict or other reason why you should not participate/have participated in a Consultation, you should terminate the Consultation and notify your KnowledgeX Project Manager immediately. If you have to terminate a Consultation early for this reason, you will be paid your applicable fee for the entire consultation.
3.7. No fee will be payable for any work undertaken not explicitly approved by KnowledgeX in advance.
3.8. Payment provided by KnowledgeX will be accepted by the Advisor as full and final settlement for work undertaken.
4. Advisor Obligations.
As an Advisor you shall:
4.1. honour your confidential agreements and any regulatory restrictions which limits the information you can share with Clients. It is not permissible to share confidential information (including material non-public information) relating to your current or previous employer(s) or company for whom you are an officer or director; trade secrets or financial information not publicly available.
4.2. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;
4.3. ensure all communications and engagements are via KnowledgeX and be aware that any unauthorised direct contact with the Client will release KnowledgeX from any obligation to pay for such contract.
4.4. act at all times with integrity and should 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.
4.5. ensure you are not acting in breach of your current employment contract therefore if approval from your employer is necessary (based on your contractual terms) prior to their engagement, it is the Advisor’s responsibility to ensure this is secured. Furthermore, participation is not permitted where the consultation relates to your current employer or company for whom the Advisor is an officer or director.
4.6. safeguard and not use for any purpose any confidential information disclosed before, during or following a consultation regarding without limitation the identity of the Client, subject matter of the project, payment rates or any other associated information. Any breaches may cause irreparable harm therefore KnowledgeX shall be entitled to seek legal remedy in respect of the breach.
4.7. consent to the recording for compliance purposes of conversations between you and the KnowledgeX client and agree, to the extent permitted by applicable law, that such recordings may be submitted in evidence in any proceedings.
4.8. not provide any investment, legal, financial, accountancy, or medical advice to any Client including, without limitation, recommending, rating or valuing any security or providing advice regarding the investment in, purchase or sale of any securities;
4.9. not, if you are an auditor or former auditor, comment on any company you have audited in the three (3) years prior to the Consultation;
4.10. not, if a government official or employee, discuss government legislation, policy, regulation or any other business that you would be able to vote upon or otherwise influence;
4.11. not, if a medical professional, discuss any clinical trial results, patient information or any other information regarding trials which is not yet public.
4.12. not participate in any Consultation at any time whilst your employer is the subject of a tender offer or where there is a potential conflict of interest;
4.13. not participate in any activity, practice or conduct which would constitute an offence;
4.14. not participate in any Consultation or provide any information that would result in a breach of applicable laws or regulation;
4.15. not discuss any accounting or financial issues regarding a company (or its affiliates) for which you worked in the accounting or finance department within the last year.
4.16. not provide any information or materials during or after any Consultation that may infringe, misappropriate or conflict with the Intellectual Property rights of any third party.
5. Advisor eligibility
5.1. Advisors must have the relevant expertise to assist with the project and participate in the consultation. They must not have been found guilty of insider dealing, market abuse, money laundering, fraud or any offence involving dishonesty or any crime (or similar offences in any jurisdiction) and have not been subject to any order, judgment, action or investigation by any regulatory body. You must advise KnowledgeX immediately of any relevant changing circumstances involving any potential criminal matter or any investigation relating to your professional conduct.
6. Intellectual Property
6.1. All Intellectual Property rights in any material provided to the Advisor by KnowledgeX or contained on our website belong to KnowledgeX and may not be reproduced or redistributed.
6.2. Unless otherwise agreed with a Client in writing, the Advisor certifies that any documentation or any other material provided by them to a Client are original works and do not infringe any third party’s Intellectual Property rights and the Advisor shall grant to the Client to which they supplied such Work Products a non-exclusive, royalty-free, perpetual licence to use any and all in the course of its business.
6.3. The Advisor will indemnify KnowledgeX against all liabilities it may incur in connection with any claims or proceedings brought against it based on a claim that the Work Product provided to a Client infringes any Intellectual Property rights or other proprietary rights of any third party.
6.4. The Advisor must not use the company name KnowledgeX or any other trademark, symbol or logo of the company without our prior written consent.
7.1. The Advisor agrees that they will not knowingly solicit, negotiate with or enter into any agreement or arrangement to provide services to any of KnowledgeX’s Clients with which they have been introduced by KnowledgeX and engaged in consultations, unless the contact is organised by KnowledgeX. This clause is valid for a period of nine (9) months from the completion of your last consultation with the Client. This does not apply if the Advisor has a proven pre-existing relationship with the client and chose not to participate in the consultation with the Client. In these circumstances no restrictions apply.
7.2. KnowledgeX will not restrict you from accepting an offer of employment from any of its Clients.
8. Data Protection
9.1. Payment will be based on the applicable rate agreed, by the Advisor and KnowledgeX, in writing prior to the commencement of the consultation. Payment will be calculated on a pro rata basis based on time spent (in minutes) with the Client and dependent on confirmation from the Client that the consultation took place.
9.2. Payment is only payable for the time spent working with the client. This excludes activities such as preparation time or time assigned when a client does not participate or other out of pocket expenses.
9.3. It is the responsibility of the Advisor to ensure all payment details provided to KnowledgeX are accurate and up to date. Once payment is processed based on details provided, KnowledgeX will have no further obligation to pay the Advisor.
9.4. Payment will be processed online directly to the bank account details provided by the Advisor and we cannot be responsible for any inaccurate information provided.
9.5. The Advisor shall submit a claim for work carried out using the company claim form which will be sent to them via email after the consultation.
9.6. All claims shall be submitted within 30 days from the completion of the consultation and payment should be processed within 30 days from receipt of claim form.
9.7. Payment may be dependent on resolution of any dispute raised by the client relating to quality of work. In these circumstances we will deal with the dispute promptly and having reviewed the situation will determine an outcome. KnowledgeX’s decision will be final.
9.8. Payment for travel and/or accommodation is not claimable unless approved in advance by us. All expenses paid will require receipts to verify expenditure.
9.9. If you do not receive payment you must inform KnowledgeX by email within six months from the date payment was due (i.e. 30 days post receipt of the claim form) stating that payment was not received. We will investigate and endeavour to resolve the issue within 30 days.
9.10. Payment will not be processed if work has been undertaken without the express approval of KnowledgeX.
9.11. KnowledgeX will not be responsible for any bank transaction fees imposed by the recipient’s bank.
10.1. KnowledgeX’s total liability in contract, tort, misrepresentation or otherwise arising in connection with this agreement shall be limited to an amount equal to the fees paid to you.
10.2. We shall not be liable for any loss or damage, or any costs, expenses or other claims including without limitation: loss of profit, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings, loss of any data or information and/or special or indirect loss or consequential loss or otherwise which arise out of any Consultation or in connection with this Agreement. Nothing in the Agreement excludes or limits KnowledgeX’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.
11. Third Parties
11.1. The parties confirm their intent not to confer any rights on any third parties by virtue of the Agreement. The Contracts (Rights of Third Parties) Act 1999 (“Third Party Rights Act”) shall not apply.
11.2. Clients may rely upon and enforce the Advisor’s compliance with the terms of all clauses in this agreement but in particular relating to, the Advisor Obligations (as specified), Intellectual Property, Confidential Information and Data Protection. These third-party rights may only be enforced by the relevant third party with the prior written consent of KnowledgeX and subject to and in accordance with the provisions of the Third Party Rights Act and all other relevant terms of this Agreement.
11.3. Notwithstanding any other provision of the Agreement, we may vary any of the provisions of the Agreement in any way without the consent of any third party. Section 2(1) of the Third Party Rights Act shall not apply.
12.1. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes consent to any subsequent breach.
12.2. In the event that any part or provision of this Agreement is determined by any court or other competent authority to be invalid, unlawful, or unenforceable to any extent, it shall to that extent be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
12.3. This Agreement is binding upon and will inure to the benefit of the parties’ respective successors and assigns. You may not assign or sub-contract your rights or obligations under this Agreement to any third party.
12.4. Clauses relating to ‘consultations' ‘Advisor’s Obligations’, 'Intellectual Property', ‘Payment’, 'Data Protection', ‘Liability’ and ‘Third Parties’, shall survive the expiry or termination of this Agreement. Termination of this Agreement shall be without prejudice to the rights and obligations accrued by either party prior to termination.
12.5. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by the law of Northern Ireland, England & Wales and without prejudice to KnowledgeX’s right to take proceedings before any other court of competent jurisdiction, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland, England & Wales.