Terms & Conditions

These Terms of Use (the “Terms”) constitute a binding contract between you (the “User” or “Expert” or “you”) and 10EQS Knowledge Exchange Limited Limassol, Lugano Branch, a Company incorporated under the laws of Cyprus with a branch registered in Lugano, Switzerland. It has its principal place of business at Via della Posta 2, 6900 Lugano, Switzerland (“10EQS,” “Company,” “we” or “us”).

These Terms set forth the terms and conditions under which you are allowed to use our website and platform located at www.10EQS.com (collectively the “10EQS Platform”). YOU UNDERSTAND THAT BY CLICKING ON THE “I AGREE” CHECKBOX OR BY USING THE 10EQS PLATFORM YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS. You may not access or use the 10EQS Platform if you do not agree to these Terms.

10EQS may amend the Terms by posting a revised version of the Terms on the 10EQS Platform. If the revised version materially reduces your rights or increases your responsibilities, we will notify you via a system message, an email, or other customary means of the material modifications. Revisions will take effect seven (7) days after they are posted unless stated otherwise, except for changes required by law which shall take effect immediately. If you do not agree to any revisions to the Terms, you must cease using the 10EQS Platform.

The 10EQS Platform is an online platform where individuals and companies (“10EQS Clients” or “Clients”) that engage 10EQS to perform services can request expertise and users of the 10EQS platform (“Experts” or “Users”) can provide advisory and other knowledge-based services (“Knowledge Services”). 10EQS provides Knowledge Services to Clients by structuring expertise requests, finding the best-suited Experts to meet these requests, and developing and delivering a high-quality solution to Clients in collaboration with Experts. 10EQS collects payments from Clients for providing and pays compensation to Experts for receiving, Knowledge Services through the 10EQS Platform.

User Eligibility and Other Obligations

10EQS is available only to legal entities and persons that are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law.

You agree that you will not access or use 10EQS if: (a) such use or access is prohibited by law, decree, regulation, treaty or administrative act of your country of residence or citizenship; (b) such use or access would violate trade restrictions of your country of residency or citizenship; (c) if you are a citizen or resident or are located in a country or region that is subject to sovereign country sanctions or an embargo; (d) such use or access is in violation of or otherwise conflicts with any existing contract between you and any other party (employment, confidentiality, non-compete, etc.), any legal obligations or duties (as fiduciaries, trustees, attorneys, corporate officers, etc.) or any applicable law.

BY REGISTERING YOU REPRESENT TO US THAT YOU HAVE AND SHALL MAINTAIN ALL PROPER WORK AUTHORIZATIONS REQUIRED TO PROVIDE KNOWLEDGE SERVICES OR OTHERWISE USE THE 10EQS PLATFORM. If you are a Swiss citizen or resident, local rules on employment and VAT apply, and you are only allowed to request Knowledge Services as a Client, or provide Knowledge Services as an Expert with prior written authorization to be obtained from admin@10EQS.com.

When becoming an Expert through registration on the 10EQS Platform, you agree to provide a correct, accurate, verifiable, and complete information as prompted and to update such information to maintain its truth, accuracy and completeness.

Independent Contractor Status

When providing Knowledge Services as Expert, you are an independent contractor and not agent, common law employee or representative of 10EQS. Employees, agents or subcontractors of you as Expert, if any, are not agents, common law employees or representatives of 10EQS. As Expert, you will perform all Knowledge Services on your own time, using your own resources and facilities (including Internet connections and any other equipment and services required to work remotely) and in a manner chosen by you, subject to compliance with these Terms and applicable laws. As Expert, you have no authority to enter into any agreement, commitment or understanding on behalf of 10EQS. Experts and Experts’ employees are not eligible for or entitled to any of the benefits that 10EQS provides its common law employees (if any). These include workers’ compensation, social contributions, health insurance, retirement plans, vacation and sick pay, and as Expert providing Knowledge Services you hereby waive any right to receive any such benefits or to participate in the 10EQS’ employee benefit programs. As Expert, you also agree that consistent with your independent contractor status, they will not apply for any government-sponsored benefits that are intended to refer to employees including unemployment benefits.

No Conflicts

In agreeing to provide any Knowledge Services as an Expert, you hereby certify that delivering such Knowledge Services and receiving any associated compensation is not in violation of, or otherwise inconsistent with, any other agreements, duties or obligations you may have, in particular, any agreements, duties or responsibilities to existing or prior employers. You represent that you will not use or disclose in the performance of any Knowledge Services any documents, materials, information, intellectual property or other materials or property of a former client or a former employer or other parties unless you have the full right and authority to use and disclose such items in the performance of Knowledge Services.

Compensation and Taxes

Compensation for the provision of Knowledge Services will be agreed between you and us on a case-by-case basis. 10EQS pays for all Knowledge Services to all Experts only through the 10EQS Platform, using the payment methods indicated in it, and you agree that you will use these payment methods exclusively to receive all payments arising from work performed on the 10EQS Platform. Once you have provided the Knowledge Services as agreed, the 10EQS Platform will generate an invoice for your work upon project completion. Project completion is defined by the final acceptance of all applicable deliverables by the Client. Invoices are paid within 30 to 60 days of issuance. Any fees imposed on you by any payment provider you choose to process any payment from 10EQS are your sole responsibility.

As Expert providing Knowledge Services, you are solely responsible for determining and paying all taxes or fees related to any compensation, or another remuneration you receive in connection with the 10EQS Platform, including estimated income, employment and self-employment taxes. As Expert, you are solely responsible for any payments for workers’ compensation, social contributions, disability or other insurance in connection with the provision of the Knowledge Services. No amount will be deducted or withheld from your Expert compensation for state taxes assessed in any jurisdiction. No income or state unemployment taxes or other employment taxes will be payable by 10EQS on Expert’s behalf or behalf of Expert’s employees.

You are responsible for providing accurate, and up-to-date payment accounts information. You are solely responsible for satisfying any legal requirements applicable to the sale of Knowledge Services by independent contractors within their jurisdictions.

10EQS may withhold payment in the event of a dispute regarding the performance of Knowledge Services until such dispute is resolved. If a Client is not satisfied with the quality of a deliverable, 10EQS may require Expert to re-perform the applicable Knowledge Services at no extra cost. You further understand and agree that you have no right to payment for Knowledge Services to the extent 10EQS reasonably determines you have violated these Terms or 10EQS’ reasonable compliance requirements.

As Expert, you are responsible for all expenses related to the performance of Knowledge Services (e.g. overhead, telecommunication, insurances, transportation, taxes). 10EQS does not reimburse any travel or other expenses unless such expenses have been approved in advance in writing by 10EQS.

License to 10EQS Platform

10EQS grants you limited license to use the 10EQS Platform solely to provide Knowledge Services per these Terms. You may not otherwise use, reproduce, distribute, modify, display or otherwise use or exploit any content of the 10EQS Platform in any way for any public or commercial purpose. 10EQS and its licensors retain all right, title and interest in and to the 10EQS Platform and any derivatives thereof. Except as expressly stated above, nothing in these terms and conditions confers any license under any of 10EQS’ or any third party’s intellectual property rights, whether by estoppel, implication or otherwise.

User Property and Work Product

If you have pre-existing property rights in information or materials that you use in providing Knowledge Services (“User Property”), you shall identify such User Property to 10EQS and the applicable Client. You hereby grant to 10EQS and its Clients a perpetual, irrevocable, fully paid, royalty-free, worldwide, non-exclusive license to use, create derivative works of, reproduce, display, and distribute such User Property. Unless specifically designated as User Property, User hereby assigns to 10EQS all rights in any materials, data, information and any other work product (including works of authorship, know-how and inventions) that User provides to 10EQS or any Client in connection with the Knowledge Services. This also includes all intellectual property, or other proprietary rights pertaining to such Work Product.

Protection of Confidential Information

The term “Confidential Information” includes the identity of Clients, information about Knowledge Services performed for Clients, Work Product provided in connection with Knowledge Services, data supplied by Clients to Experts, including information about any actual or potential business, investment, or trading decisions or transactions of any Client. Also, any other information designated as confidential by 10EQS or its Clients.

User acknowledges that working with 10EQS and Clients gives the User access to Confidential Information, including valuable trade secrets. The disclosure or exploitation of any such Confidential Information other than for the benefit of 10EQS or the applicable Client would do severe damage, financial and otherwise to the businesses of 10EQS and such Client.

To the extent a Client or 10EQS provide Confidential Information to an Expert, the Expert shall protect the secrecy of the Confidential Information with the same degree of care as Expert uses to protect User’s Confidential Information, but in no event with less than reasonable care.

WHILE PARTICIPATING IN THE 10EQS PLATFORM, NO EXPERT MAY DISCLOSE TO ANY OTHER 10EQS EXPERT OR 10EQS EMPLOYEE, ORALLY OR IN WRITING, ANY THIRD PARTY’S CONFIDENTIAL INFORMATION IN VIOLATION OF ANY DUTY OF TRUST OR CONFIDENCE OR CONTRACT RIGHT. For Knowledge Services that require your collaboration with other 10EQS Experts, you owe the same duty of non-disclosure to such other Experts as you would to any Client under these Terms. Without limiting the foregoing, this restriction applies to any third party with whom you may have, or may have had a consulting, advisory, employment, fiduciary or similar relationship, and applies whether the duty of confidence arises from employment, contract, professional responsibility or otherwise.

Experts shall not use Confidential Information provided by a Client except as necessary to perform Knowledge Services within the 10EQS Platform for that Client. If, and when, Confidential Information is provided by a Client or by the Company, is no longer needed for performing Knowledge Services for that Client, or the Company, or at the Client’s or Company’s request (which may be made at any time at Client’s or Company’s sole discretion); the expert shall promptly destroy, or return to the Client or the Company, all Confidential Information and any copies under its control.

While you are a 10EQS Expert or afterwards, you agree not to disclose or to attempt to use or directly or indirectly benefit from any Confidential Information that is communicated to or known by you because of your participation in delivering Knowledge Services 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 10EQS.

If an order of a court compels you, 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 10EQS, you will promptly and diligently notify 10EQS, unless prohibited from doing so by the express terms of a government subpoena or court order, and you will cooperate fully with 10EQS in protecting such information to the extent possible under applicable law.

You may disclose the general topic and Client description, if and only to the extent necessary, to secure any required third-party consent to your participation in the 10EQS Platform before accepting an invitation for delivering specific Knowledge Services.

Protection of Third Party Confidential Information

You agree that you will not use, disclose, or misappropriate any Confidential Information, trade secrets, proprietary information or material (or similar concept as defined under any applicable law or regulation) that belongs to any third party under any circumstances (except upon the explicit permission of such Third Party to do so).

Users are prohibited from publishing or using information that could breach any current or previous confidentiality agreement that binds them, including (and without limiting the foregoing):

a)    if you are an employee or director of a company, you may not provide Knowledge Services regarding your company nor discuss or disclose its performance, strategy, or products, without its written permission;

b)    if you are an auditor or former auditor, you may not provide Knowledge Services to or disclose information about Clients that you currently audit, or have audited in the last three years;

c)    if you have worked in the accounting or finance department of a company within the last six months, you will not discuss accounting or financial issues relating to that company or its affiliates;

d)    if you are a director, officer or another employee of an entity issuing securities in an initial public offering, you may not provide Knowledge Services on any project related to the company’s industry segment until the commencement of such offering;

e)    if you are a director, officer or another employee of an entity that has made or is the subject of a tender offer you may not provide Knowledge Services on any project related to the company’s industry segment while the tender offer process is taking place;

f)      if you are a lawyer, you may not give legal advice nor establish an attorney-client relationship with any Client through the provision of Knowledge Services or the use of 10EQS Platform;

g)    if you are a governmental official, public employee or agent you may not discuss legislation, regulation, policy, contracts or other business that you are in a position to influence; or

h)    if you are a director, officer or own 5% or higher of any publicly traded company, you will need to disclose that information before engaging in 10EQS project work.

If you become concerned or have any questions about the applicability of these rules to any particular project, you must discontinue your participation and notify 10EQS immediately.

General Obligations

You will only access the 10EQS Platform by the means provided, and you will only use the information on the 10EQS Platform for the purpose it is made available. You will not engage in any activity that interferes with the functioning of the 10EQS Platform.

Use of Accounts

Every individual User has its own 10EQS User Account, and each User may only have one User Account. You agree that you are the only person authorized to use your User Account to provide Knowledge Services. Your 10EQS Account or any part thereof may not be transferred or sold to another party. You agree to notify us immediately if you suspect any unauthorized use of the Account. 10EQS reserves the right to validate User information at any time. You agree that you are solely responsible for ensuring and maintaining the security of your account, and you also agree not to disclose your password to anyone.

Publishing/Uploading Information or Content

You agree to submit only true, accurate, verifiable, and complete information and content to the 10EQS Platform (“User Content”). You are responsible for any liability arising from any User Content you submit, and you acknowledge that you may be held legally accountable for damages suffered by Clients, other Experts, 10EQS or any third party as a result of the User Content you submit in connection with the 10EQS Platform. 10EQS is not responsible for any User Content posted or made available on its Platform by any User or third party. 10EQS reserves the right to remove or restrict access to any content made available on the 10EQS Platform in its sole and unlimited discretion. You will not submit any infringing, indecent or defamatory User Content or any malicious or unknown files or code and you will not submit any external links that may be malicious or that are unknown to you.

Proper Referencing/Avoiding Plagiarism

You agree that you will not in any way copy, use or include the work of others in the Knowledge Services provided, either intentionally or unintentionally, without having all rights necessary to provide such work as part of the Knowledge Services and without proper referencing of the original authors. 10EQS requires the User to acknowledge all sources used in the Knowledge Services. The User is responsible for giving correct references for information from sources using the 10EQS referencing methods. The User will be held accountable for ensuring that work provided by User for inclusion in Client projects is appropriately referenced. User agrees to comply with 10EQS’ principles of plagiarism as expressed in this paragraph. In case of suspected plagiarism, 10EQS will conduct a detailed review and, if plagiarized work is found, User will be immediately removed from the project and not be compensated for the Knowledge Services provided under the project. In case of plagiarism, 10EQS reserves the right to deactivate User from the 10EQS Platform and terminate the work on any engagement in which User is involved.

Community Values

10EQS reserves the right to protect Users from abuse and to enforce standards of conduct by removing any user contribution which it considers inappropriate or detrimental to 10EQS and its user community, including without limitation irrelevant, false or fraudulent statements, derogatory and improper comments, statements eliciting or containing personal information or solicitations.

Non-Solicitation

You may not enter your contact information in any content you publish or upload to the 10EQS Platform, in any descriptions or other sections of your profile outside of the contact information section. You may not directly solicit clients introduced to you by 10EQS or other Users for commercial purposes.

Enforcement of Terms of Use and 10EQS Platform Usage

10EQS reserves the right to suspend or cancel your account on the 10EQS Platform in its sole discretion if 10EQS believes that you have violated or acted inconsistently with the letter or spirit of the Terms or violated its rights or those of another party. Once suspended or terminated, you may not continue to use the 10EQS Platform under a different Account or re-register under a new account. 10EQS will notify you if it cancels your account unless in its judgment giving notice would cause a risk of further violation or damages. When your account is canceled, you may no longer have access to data, messages, files and other material you keep on the 10EQS Platform.

Termination

Without limiting any other termination or suspension rights specified in these Terms, 10EQS may terminate these Terms with respect to a User by providing written notice to such User if:

a)    in 10EQS’s reasonable discretion, User is in breach of these Terms;

b)    if the User fails diligently to attend to any of User’s duties or does not perform User’s responsibilities up to the required standard (after a reasonable warning) or behaves in a manner which is likely to bring the 10EQS into disrepute or to prejudice its interests or which impairs the User’s ability to perform User’s duties; or

c)    if the User commits any dishonest, fraudulent or criminal act whether in relation to 10EQS, its affiliates, or otherwise or if 10EQS discovers that in applying to the 10EQS Platform or for any work to be performed in connection with these Terms the User has made a misrepresentation or has omitted to disclose whether in response to an inquiry by 10EQS or which 10EQS would reasonably consider relevant to User’s work any facts relevant to User’s appointment.

Upon termination User shall not be entitled to any further payment under these Terms except for fees accrued due, not under dispute, and unpaid as at the date of termination. Upon termination of these Terms for whatever reason the User shall not at any time represent still to be connected with 10EQS or any affiliate of 10EQS. The termination of these Terms shall not operate to affect such of its provisions as are expressed to operate or have effect after such expiration or termination and shall be without prejudice to any other rights or remedies of the parties.

No Warranties

The 10EQS platform and related services provided by 10EQS or any of its suppliers are provided without any warranties or guarantees (express or implied), including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, whether arising by statute or otherwise in law or from a course of dealing or usage or trade, and 10EQS hereby disclaims any such warranties or guarantees.

Liability Limitation

In no event will 10EQS be liable for any special, consequential, incidental, exemplary or indirect damages, including lost profits, arising from or related to this agreement. The liability of 10EQS to any User for any claim arising from or related to this agreement shall not exceed the lesser of: (a) US$2,500; and (b) any fees retained by 10EQS with respect to knowledge services on which User was involved during the six (6) months period preceding the date of the initial claim giving rise to liability.

Indemnification

You shall defend, hold harmless and indemnify 10EQS from and against any and all losses, costs, expenses, damages or other liabilities incurred by 10EQS from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against 10EQS resulting from: (i) any breach of contract or other claims made by Clients and other Experts that result from your provision of Knowledge Services; (ii) your breach of these Terms; (iii) any liability arising from the tax treatment of payments or any portion thereof; or (iv) any negligent or intentional wrongdoing by you.

Other General Terms

10EQS will not be considered to have modified or waived any of our rights or remedies under the Terms of Use unless the modification or waiver is in writing and signed by an authorized representative of 10EQS. No delay or omission by 10EQS in exercising its rights or remedies will impair its rights or be construed as a waiver.

If any part of the Terms is held to be unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remainder will remain in full force and effect.

If you have a dispute with a Client or another Expert, you release 10EQS (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions if any.

Without limiting 10EQS’ other remedies, to the extent you engage in actions or activities which circumvent the 10EQS Platform or otherwise reduce fees owed 10EQS under the Terms, you will pay 10EQS for all fees owed to 10EQS and reimburse 10EQS for all losses and costs (including any and all 10EQS employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.

You agree to the use of electronic means to agree to these Terms and to deliver and receive any notices pursuant to these Terms. Notices hereunder shall only be valid if given (i) by 10EQS via a 10EQS Platform message or email (to the address you provide), (ii) by posting on the 10EQS Platform, and (iii) by you via Platform message to the 10EQS Team or via email to support@10EQS.com or to such other address as 10EQS may specify.

These Terms of Use are governed in all respects by the laws of England without giving effect to any principle that may provide for the application of the law of another jurisdiction. Any dispute, controversy or claim between User and 10EQS, arising out of or in relation to these Terms, including the validity, invalidity, performance, breach or termination thereof, shall be settled by arbitration in accordance with the rules of the London Court of International Arbitration. Any such arbitration shall be conducted in London, and the language for all communications related to such arbitration shall be English. Nothing in this paragraph prevents you or us from seeking and obtaining injunctive or other preliminary relief to enforce its rights under these Terms in a court in any jurisdiction.

Before resorting to these alternatives, you agree first to contact us directly to seek dispute assistance by going to info@10EQS.com. Should you file a claim contrary to these Terms, 10EQS will be entitled to recover attorneys’ fees and costs provided that 10EQS has notified you in accordance with the Terms of Use of the improperly filed claim, and you have failed to withdraw the claim promptly.

These Terms, including the terms of any Collaborator Agreement and the Privacy Policy, may be assigned or delegated by 10EQS in whole or in part to (i) any company that controls, is controlled by, or is under common control with 10EQS or (ii) to any acquirer of the business of 10EQS related to these Terms, whether by acquisition, merger or asset purchase. For clarity, these Terms (including all obligations and rights hereunder) may not be assigned or delegated in whole or in part by the User.

These Terms, including the associated Privacy Policy, and any agreement entered into between you and us that expressly references these Term (e.g., a Project Collaborator Agreement) contain the entire agreement of the parties with respect to the use of the 10EQ Platform and the provision of Knowledge Services, and supersede all other agreements with respect to the foregoing.