SmartBuyer Expert Network : Terms and conditions for Experts

DEFINITIONS

Client: An individual or entity seeking consultation or services through the SmartBuyer Expert Network.
Content: Any information, data, documents, reports, or materials shared or provided by the Expert Consultant to a Client.
Engagement Period: The period of one year from the most recent Project or introduction
Expert or Expert Consultant: An independent contractor participating in the SmartBuyer Expert Network.
Network Activities: Additional activities and interactions offered through SmartBuyer, including referrals, content sales, discussions, and networking opportunities as further defined in clause 3.
Project: A consultation or service engagement between an Expert Consultant and a Client facilitated by SmartBuyer as further defined in clause 2.
SmartBuyer: Refers to Smarter Buying Ltd, the operator of the SmartBuyer Expert Network.

OVERVIEW AND ACTIVITIES

The SmartBuyer Expert Network is composed of professionals and consultants in various industries and specialties who educate and share insights with Finance, Procurement professionals, and other organisations (individually, “Client,” and collectively, “Clients”).
SmartBuyer provides opportunities for Expert Consultants to connect with Client(s) to participate in consultation projects in a variety of ways, including, but not limited to, hourly consultations, in-person meetings, project delivery, and resource augmentation (hereinafter referred to as “Projects”).
Additionally, Expert Consultants may be eligible to participate in other non-Project activities and interactions through SmartBuyer (“Network Activities”), such as:
1. Receiving rewards for referring friends and colleagues to join the SmartBuyer Expert Network.
2. Offering reports and other syndicated content for sale through SmartBuyer’s online marketplace and/or third-party partner sites.
3. Participating in online discussions with other SmartBuyer Expert Consultants and/or Clients.
4. Engaging in other networking and educational opportunities.

EXPERT POLICIES

As an Expert Consultant, you will be an independent contractor, and not an employee, of SmartBuyer. You will not be eligible for any SmartBuyer or Client employment benefits based on your participation in the SmartBuyer Expert Network, and you shall not identify any Client or SmartBuyer as your employer. You agree that you are joining the SmartBuyer Expert Network in your individual capacity and not as a representative of any other company or organisation, except as otherwise agreed in writing between such organisation and SmartBuyer.
You may only join the SmartBuyer Expert Network if you are permitted to do so. Prior to joining the SmartBuyer Expert Network, you must review any relevant employment agreements, employee manuals, codes of conduct, consulting agreements, and other similar policies and agreements (if any) to which you are a party to ensure you are allowed to participate in the SmartBuyer Expert Network. It is your responsibility to determine whether it is appropriate for you to join the SmartBuyer Expert Network.
You acknowledge that you are economically independent from SmartBuyer and have other sources of income. You will be free to choose the manner and method by which you will perform the services for the Clients. SmartBuyer will not exercise any control over this function. You will choose the time, days, and schedule during which you will perform the services. You will not be required to perform any set number of Projects in any given time period. You will be free to start or cease performing services at any time.
You will provide and utilise your own equipment for the performance of services. SmartBuyer will not supply you with any equipment. Whatever educational or licensing requirements to which you are subject are to be achieved by you alone, without any contribution by SmartBuyer.
If you are unsure about your ability to comply with these Terms & Conditions, then you must decline to participate in the SmartBuyer Expert Network.
You are not in breach of any applicable laws, rules or regulations or obligations to any other person;
You are responsible to make all required tax filings related to income received from SmartBuyer. If relevant, you will file all necessary documentation relating to your self-employment required by any governmental body, and pay all applicable taxes including without limitation PAYE or other income tax and national insurance;
You shall not (and shall not permit) any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the services SmartBuyer provides, including without limitation any User Content, that infringes any patent, trademark, trade secret, copyright or other right of any other person or entity or violates any law or contractual duty.
While there may be many limitations on the scope of your participation and subjects you may discuss depending upon your particular circumstances, you specifically agree that at a minimum you shall not do any of the following at any time in connection with a Project, Network Activity, or otherwise in connection with your participation in the SmartBuyer Expert Network:
1. Disclose information that you have a duty or have agreed to keep confidential (e.g., by agreement, employer policy, NDA, etc.).
2. Disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential.
3. Participate in any Project or Network Activity if doing so would breach any agreement with—or other obligation to—any person, employer, former employer, or other entity.
4. Disclose any trade secrets or other proprietary information not owned solely by you.
If you become concerned with the nature of any inquiry or Project by a Client, you must discontinue your participation and notify SmartBuyer immediately by emailing Team@SmartBuyer.co. You agree to cooperate fully in any SmartBuyer inquiry concerning actual, alleged, or potential breach of or compliance with these Terms & Conditions, including but not limited to providing documentation to support the services you provided.

Assignment, Acceptance and Scope of Projects

Your participation in Projects and Network Activities is always at your discretion. SmartBuyer makes no representation regarding the frequency, quantity, or type of invitations to Projects or Network Activities you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by SmartBuyer or as otherwise stated in any Project invitation, you will only be compensated for the time you spend interacting with Clients on Projects at your agreed rate, and you will not be compensated for preparation time, wait time, or time set aside if a Project with a Client does not occur. You may not assign Projects or Network Activities or delegate any portion of your work thereon to others (including without limitation to any other employees of your firm) without SmartBuyer’s prior written consent.
All interactions must be set up through SmartBuyer representatives or its platform. If a Client contacts you without having arranged the Project through SmartBuyer, and you consult with the Client, you are not eligible for payment from SmartBuyer, even if the call is a follow-up to a recent Project that was arranged through SmartBuyer. Clients are not authorized to expand the scope of a Project except to the extent SmartBuyer has agreed otherwise in writing.

Payment to Expert Consultants

Expert Consultant shall receive payment for Projects within seven (7) working days of completion of a successful Project, and receipt of payment from the Client. For longer Project engagements (1 month+) these will be paid on 30-day terms.
Expert Consultants may only modify their hourly billing rate once per year, either on June 1st or Dec 1st of each year.
An Expert Consultant may terminate any Project at any point where they reasonably believe that a question raised seeks to elicit an answer that may cause them to breach a duty of confidentiality owed to a third party, disclose material non-public information, or otherwise cause a violation of these Terms and Conditions.
Payment shall only be made in GBP currency. For Expert Consultants based outside of the UK, please take this fact and exchange rates into consideration in setting your hourly consulting rate.

Non-Solicitation & Non-Circumvention

Participation in the SmartBuyer Expert Network is non-exclusive, and there is no minimum time commitment. As a condition of participation in the SmartBuyer Expert Network, for Clients to whom you have been first introduced or connected with through SmartBuyer, you agree not to knowingly solicit Projects from or propose or agree to any kind of consulting or employment arrangement with such Clients without written permission of SmartBuyer for a period of one year from the most recent Project with or introduction to such Client. For a period of one year after the termination of your relationship with SmartBuyer, you also agree not to knowingly solicit for employment any employee of SmartBuyer or any Clients to whom you have been first introduced due to your participation in the SmartBuyer Expert Network.
Notification: The Expert agrees to promptly notify SmartBuyer if such engagement or hire by the Client occurs.
Non-Circumvention: The Expert shall not attempt to circumvent SmartBuyer by engaging with any Client introduced to them through the SmartBuyer Expert Network through any indirect means or by entering into a contract outside of the SmartBuyer Expert Network. Such attempts shall be considered a breach of these Terms & Conditions, and the Expert acknowledges that pre-defined penalties will be invoked upon the Client should this arise, as specified in their corresponding contract with SmartBuyer.

Licence

Content you create independently of, or prior to, any Project (“Retained Content”) remains your property, and you retain all rights, title, and interest in and to such Retained Content; however, you grant the Client a perpetual, worldwide, royalty-free, and transferable license to use any Retained Content included in any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries, or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client.

Confidentiality

While you participate in the SmartBuyer Expert Network and thereafter, you agree not to disclose or to attempt to use or personally benefit from any Confidential Information that is disclosed to or known by you because of your participation in the SmartBuyer Expert Network until such time as the Confidential Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by SmartBuyer for the purpose of facilitating a particular Project. Confidential Information shall include:
1. The identity of Clients (e.g., do not list Clients on your CV or website).
2. Information about Projects.
3. Any other confidential information of SmartBuyer or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information to anyone other than SmartBuyer, you will promptly and diligently notify SmartBuyer and will cooperate fully with SmartBuyer in protecting such information to the extent possible under applicable law.
Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation in the SmartBuyer Expert Network or in a Project prior to accepting an invitation for that Project.
Some Projects are collaborative and involve working with other SmartBuyer Expert Network participants. You owe the same duty of non-disclosure to such other Expert Network participants as you would to any Client under these Terms and Conditions.
Note that your obligations not to use or personally benefit from Confidential Information as set forth above prohibit you from using information you learn during a Project to trade securities or make personal investment decisions.
Both SmartBuyer and the Expert agree to comply with all applicable data protection laws and regulations, including the General Data Protection Regulation (GDPR).
The Expert will only use the Client’s personal data for the purposes of providing services to the Client, and will not disclose the Client’s personal data to any third party without the Client’s prior consent.
The Expert will take all reasonable steps to protect the Client’s personal data from unauthorised access, use, disclosure, alteration, or destruction. The Expert will also destroy the Client’s personal data as soon as it is no longer needed.

Disputes

In the unlikely event that a Client is dissatisfied with the service or advice provided by the Expert for a Project, SmartBuyer reserves the right to withhold payment to the Expert pending further investigation. This dissatisfaction must be communicated to SmartBuyer by the Client in writing within 30 working days of the date of service or advice received.
SmartBuyer will investigate the Client’s complaint and, if it is determined that the Expert did not provide satisfactory service or advice, SmartBuyer may withhold all or part of the Expert’s fee.
SmartBuyer will provide the Expert with a written explanation of its decision to withhold payment, and the Expert will have the opportunity to appeal the decision. If the appeal is unsuccessful, SmartBuyer’s decision will be final.

Reliance by Clients

These Terms & Conditions are intended to benefit Clients and enable Clients to satisfy themselves that all Projects will be carried out in accordance with these Terms & Conditions and applicable laws and will not, among other things, lead to the improper disclosure of confidential information, including material non-public information. You understand that other SmartBuyer Expert Network participants, each Client, and the person with whom you may engage in any Project or Network Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms & Conditions, have the right to enforce your compliance with these Terms & Conditions.

Liability

In no event shall SmartBuyer be liable to you or any other party for any damages resulting from or relating to your participation in the SmartBuyer Expert Network, the performance of any services by you as an Expert Consultant, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability and even if SmartBuyer was informed of the possibility of such damages. SmartBuyer agrees that for its part it shall not seek to impose on Expert Consultant any liability for damages based on your performance of services hereunder as an Expert Consultant, including without limitation for any incidental, consequential, punitive, or special damages unless such damages relate to or arise out of the failure of the Expert Consultant to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Expert Consultant that constitutes gross misconduct. You are solely responsible for your actions. SmartBuyer shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.

Governing Law

These Terms & Conditions, as well as any claims arising from or related thereto, the Expert Consultant’s participation in the SmartBuyer Expert Network, whether in tort, contract, or otherwise, are governed by the Laws of the United Kingdom.

Severability

The invalidity or unenforceability of any provision of these Terms & Conditions shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms & Conditions.

Survival of Certain Provisions

The provisions of the sections (including subsections) of these Terms & Conditions entitled Non-Solicitation of Clients, Expert Network Content, Privacy Policy, Confidentiality of SmartBuyer and Client Information, Reliance by Clients, and Liability shall survive any termination or expiration of these Terms & Conditions.

Termination

You have the right to withdraw from the SmartBuyer Expert Network at any time upon written notice to SmartBuyer, and SmartBuyer has the right to terminate or limit your participation in the SmartBuyer Expert Network at any time and for any reason.
The SmartBuyer Privacy Policy (https://www.SmartBuyer.co) is included by reference in these Terms & Conditions. By signing these Terms & Conditions, you acknowledge that you are making express representations to SmartBuyer and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.

Published 17th January 2024