This Agreement ("Agreement") is made effective as of today, ("Effective Date") by and between You ("Expert") and SWISSMEN L.L.C-FZ, a Limited Liability Company registered in Dubai, UAE, with its registered address at Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, U.A.E., hereinafter referred to as "Swissmen,"
RECITALS:
WHEREAS, Swissmen operates an expert network platform connecting clients to subject matter experts globally;
WHEREAS, Expert desires to join Swissmen's advisory network to provide consulting services to clients;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Swissmen and Expert agree as follows:
1. Definition of Terms
1.1Description: In this Agreement, the following terms shall have the following meanings unless the context clearly indicates otherwise:
1.2 Expert Registration: By registering on the Platform, Expert agrees to abide by the terms and conditions of this Agreement.
1.3 "Agreement" refers to this contract and all its attachments.
1.4 "Expert" refers to, an individual subject matter expert, who has registered on Swissmen's platform after approving this agreement, who possess specialized knowledge and are willing to provide their expertise and competence to SWISSMEN's clients through registering on Swissmen’s platform.
1.5 "Client" refers to any entity or individual that enters into an agreement with Swissmen to access its services.
1.6 "Platform" refers to the online system operated by Swissmen https://www.swissmen.co/ that connects clients and experts.
2. Purpose
2.1. The purpose of this Agreement is to establish the terms and conditions under which Expert shall provide consulting services through Swissmen's platform to clients seeking expertise in various fields.
2.2 By accepting this Agreement, you are affirming your status as an Expert and becoming a valued member of the SWISSMEN Expert Platform. This platform functions as a network of individuals who possess specialized expertise and are willing to offer their knowledge to SWISSMEN's clients.
2.3 When professionals register on the SWISSMEN Expert Platform, they confirm the accuracy of the biographical information they provide. They also commit to refraining from disseminating false or deceptive information to SWISSMEN and its clients. Furthermore, experts recognize their duty to maintain the confidentiality of proprietary information and trade secrets belonging to individuals or organizations, including their current employers, while delivering consulting services under this Agreement.
2.4 The Expert hereby pledges not to disclose, except when legally compelled to do so, the details or existence of any consulting engagement with a SWISSMEN Client. This commitment extends to not divulging the identity of the SWISSMEN Client or its employees unless the Expert obtains prior written consent from both SWISSMEN and the Client.
2.5 The Expert is strictly prohibited from sharing or revealing material non-public information to any individual, including SWISSMEN Clients or other SWISSMEN Experts, if such information could potentially be used for illegal insider trading. Material non-public information refers to data that a reasonable investor would consider significant when making investment decisions or information that could substantially impact the pricing of a company's securities and has not been adequately disclosed to the public.
2.6 The Expert acknowledges and accepts their responsibility to provide SWISSMEN Clients with general information related to their industry, leveraging their professional expertise. It is explicitly emphasized that they must refrain from offering information, advice, or analysis pertaining to specific securities' investments.
3. Scope of Services
3.1. Swissmen shall provide Expert with access to its platform, where Expert can review and accept project requests from clients. Swissmen will facilitate the connection between Expert and clients, manage project details, and handle invoicing and payments.
4. Expert Eligibility
4.1. Expert represents and warrants that they meet the eligibility criteria set by Swissmen, including the demonstration of relevant experience and qualifications to provide consulting services.
5. Confidentiality Obligations
5.1. Both parties agree to maintain strict confidentiality regarding all non-public information obtained during the course of their interactions, including client information, project details, and proprietary data.
5.2 The same confidentiality agreement is intact with all of Swissmen clients in relation to Expert.
6. Data Protection
6.1. Swissmen shall handle personal data in accordance with applicable data protection laws and regulations. Expert agrees to comply with Swissmen's data protection policies and procedures.
6.2 Expert Acknowledgment of Privacy Policy: By registering and becoming a member of the SWISSMEN Expert Platform, you, as an expert, acknowledge that you have read, understood, and agreed to comply with the provisions outlined in the SWISSMEN Privacy Policy. You further affirm your commitment to adhere to the principles and guidelines set forth in the Privacy Policy, including the collection, use, and protection of personal information as described therein. Your compliance with these terms is essential to your continued participation in the SWISSMEN Expert Platform and to maintaining the trust and privacy of all parties involved.
7. Non-Solicitation
7.1. Expert agrees not to solicit clients of Swissmen for any services outside the platform during the term of this Agreement and for a period of 6 months following its termination.
8. Compensation
8.1. Expert shall invoice Swissmen for services provided to clients through the platform. Payment will be made to the expert within 7-10 business days from the date of the invoice and would be contingent on client satisfaction in cases where the client raises a complaint against the expert; An investigation will be conducted, and the expert may need to revise and repeat the consultation to ensure the is client content before releasing the payment of the invoice.
9. Payment Disputes
9.1. In the event of a payment dispute, the parties shall make reasonable efforts to resolve the dispute amicably within 70 days. If a resolution cannot be reached within specified time limit, the dispute shall be subject to arbitration as per Clause 18 (Arbitration).
10. Client Obligations
10.1. Clients shall sign an agreement with Swissmen to access its services. Clients are responsible for providing accurate project details and making timely payments for services.
11. Termination Rights
11.1. Either party may terminate this Agreement for cause with written notice for a period of not less than 60 days, provided that the terminating party has given the other party a reasonable opportunity to cure the breach, if applicable.
12. Intellectual Property Rights
12.1. Any intellectual property created during consultations, including reports, documents, or recommendations, shall be owned by Swissmen, and Expert shall have no rights or claims to such property.
13. Liability Limitation
13.1. To the extent permitted by law, Swissmen's liability for any claims, losses, or damages arising out of this Agreement shall be limited to the fees paid by the client for the services provided either directly or through any third party.
14. Indemnification
14.1. Expert agrees to indemnify and hold Swissmen harmless from any claims, liabilities, or losses resulting from Expert's actions or omissions, including but not limited to negligence, errors, or misconduct.
15. Force Majeure
15.1. Neither party shall be held liable for any delay or failure to perform its obligations under this Agreement due to acts of God, natural disasters, wars, or other events beyond its reasonable control.
16. Governing Law
16.1. This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai, UAE.
17. Arbitration
17.1. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall initially be referred to the Dubai International Arbitration Centre and attempted to be settled by conciliation under the DIAC Arbitration Rules in force on the date of the submission of the application for conciliation (“the Rules”), which Rules are deemed to be incorporated by reference into this clause. The language of the conciliation shall be English and the number of Arbitrator be One to be seated in Dubai.
18. Entire Agreement
18.1. This Agreement constitutes the entire understanding between the parties, superseding all prior agreements, representations, or understandings.
19. Notices
19.1. All formal notices, requests, demands, and other communications under this Agreement shall be in writing and delivered to the respective addresses specified in this Agreement.
20. Assignment
20.1. Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of a merger or acquisition.
21. Severability
21.1. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
22. Waiver
23.1. The failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provisions of this Agreement.
23. Counterparts
23.1. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
24. Dispute Resolution Costs
24.1. The costs associated with arbitration, including but not limited to arbitration fees and legal expenses, shall be borne by the party incurring such costs.
25. Non-Disclosure of Client Information
25.1. Expert shall not use or disclose any client information obtained through Swissmen's platform for any purpose other than fulfilling their consulting obligations.
26. Non-Circumvention
26.1. Clients and experts shall not circumvent Swissmen's platform to engage in direct transactions or consulting agreements.
27. Client Billing Responsibility
27.1. Clients are solely responsible for paying Swissmen's fees and reimbursing Expert for services rendered through Swissmen's platform.
28. Expert Availability
28.1. Expert agrees to make reasonable efforts to be available to respond to project requests within 12 hours or as otherwise agreed upon.
29. Expert Profile Accuracy
29.1. Expert shall ensure that all information provided in their profile on Swissmen's platform is accurate and up-to-date.
30. Exclusivity
30.1. Expert grants Swissmen the exclusive right to connect them with clients through the platform during the term of this Agreement.
31. Client Satisfaction
31.1. Swissmen may solicit feedback from clients regarding the quality of Expert's services, and Expert shall make reasonable efforts to ensure client satisfaction.
32. Expert Qualification Verification
32.1. Expert acknowledges that Swissmen may verify their qualifications and experience to ensure eligibility to provide consulting services.
33. Client Responsibility for Project Outcomes
33.1. Clients are solely responsible for the outcomes and decisions resulting from consulting sessions with Expert.
34. Confidentiality after Termination
34.1. The confidentiality obligations under this Agreement shall continue in force even after the termination or expiration of this Agreement.
35. Records Retention
35.1. Swissmen shall retain records and data related to expert consultations for a period of 5 years following the termination of this Agreement.
36. Marketing and Branding
36.1. Expert shall not use Swissmen's name, branding, or proprietary information in any marketing materials or communications without prior written consent.
36.2 Exception to above applies where the expert wishes to use Seissmen’s as an affiliation to represent on Social Media Profile of himself including LinkedIn, Facebook and other social media platforms.
37. Representations and Warranties
37.1. Both parties represent and warrant that they have the legal capacity to enter into this Agreement and will perform their obligations in a professional and ethical manner.
38. Data Security
38.1. Swissmen shall implement reasonable data security measures to protect information exchanged on the platform.
39. Client Payment Default
39.1. In the event of a client's failure to make timely payments for services, Swissmen may withhold payments to Expert until the outstanding balance is resolved.
40. Expert Withdrawal
40.1. Expert may choose to withdraw from Swissmen's advisory network by providing written notice of 60 days to Swissmen . The withdrawal shall be effective upon notice on the basis of a valid reason under which the Expert is unable to undertake the assignments on the portal.
41. Cross-Border Transactions
41.1. In the case of cross-border transactions, the parties shall comply with all applicable international trade laws and tax regulations.
42. Regulatory Compliance
42.1. Swissmen and Expert shall comply with all relevant laws and regulations in Dubai, UAE, and any other applicable jurisdictions.
43. Client Access to Expert Profiles
43.1. Clients may access expert profiles on the platform Expert hereby gives consent to share their biography and selected topics for discussion.
44. Non-Exclusive Relationship
44.1. The relationship between Swissmen and Expert is non-exclusive, allowing Expert to provide consulting services through other channels.
45. Marketing Efforts
45.1. Swissmen shall make reasonable marketing efforts to attract clients to its platform.
46. Renewal and Review
46.1. The parties agree to periodically review the terms of this Agreement for potential renewal or modification, considering changes in business needs and market conditions. However, this agreement stand enforced and valid and renews automatically until any party send notice as per the terms of this agreement for termination.
47. Expert Services and Commitments:
47.1 Experts commit to refraining from providing any investment, legal, medical, accounting, or other regulated advice. This commitment also applies specifically to offering consulting and trading recommendations, including suggestions for purchasing, selling, or engaging in any other form of trade involving securities of any nature.
47.2. The Expert acknowledges that SWISSMEN may not have the ability to supervise the consulting engagements with SWISSMEN Clients to ensure compliance. However, the Expert agrees to act in good faith and take all necessary actions to ensure ongoing compliance with the terms of the Agreement and any other relevant agreements or obligations. SWISSMEN will not be held responsible for any failure on the part of the Expert to comply with the Agreement or any other applicable agreements or obligations.
48. Information Handling and Reporting:
48.1 The Expert must promptly inform an SWISSMEN employee if they unintentionally or otherwise reveal important information that is not publicly known or confidential information from another company or entity. They must also report any changes in circumstances that make any of the statements in this Agreement incorrect or untrue.
49. Payment for Partially Completed Services:
49.1 If this Agreement is terminated before the services are fully completed, however, some services have already been partially performed, the Expert will receive a pro-rata payment for the work completed. This payment is subject to the condition that the Expert has not committed a breach of contract.
50. Independent Contractor Status:
50.1 This engagement is between SWISSMEN and you as an independent contractor. You will provide independent consulting services to SWISSMEN Clients. It's important to note that you are not an employee, partner, member, officer, director, shareholder, or joint venturer of SWISSMEN. Therefore, you do not have the authority to bind or obligate SWISSMEN, nor can you enter into any agreements on behalf of SWISSMEN. You must not hold yourself out as having such authority. Moreover, you cannot subcontract, assign, or delegate your obligations under this Agreement without obtaining prior written consent from SWISSMEN.
51. Confidential Information:
51.1 Experts are strictly prohibited from utilizing the confidential information for any purpose other than the agreed-upon purpose between the involved parties. Furthermore, they must refrain from employing the confidential information in contravention of relevant privacy or security laws, as well as insider trading laws.
51.2. Confidential information, as defined in this Agreement, includes all verbal or written operating and business information, documents, and other information and materials entrusted to Experts for the project's execution, which are labeled as confidential or possess confidentiality based on their subject matter or other circumstances; as well as the commissioned services and other work results.
51.3. All business information, documents, or materials, whether communicated verbally or in writing, that are given to experts for the purpose of completing the project, are considered confidential. It is strictly prohibited to disclose or share these confidential materials with any third parties without obtaining written permission from SWISSMEN. Additionally, any documentation, work documents, or materials associated with the project must be returned or destroyed upon request. SWISSMEN retains the right to request proof of destruction.
52. No Conflicts of Interest:
52.1 The expert acknowledges that they have no obligations that would prevent them from working as an independent consultant for SWISSMEN and receiving compensation from them.
53. Modification of Terms:
53.1 SWISSMEN retains the authority to modify the Terms & Conditions and Compliance & Non-Disclosure Agreement periodically by posting the revised version on the SWISSMEN website. These changes take effect once they are published, unless the Experts express their disagreement in writing within three weeks after the publication.
54. Authorization for Professional Profile:
54.1 SWISSMEN has obtained authorization from the Expert to include their name, title, and length of service at their previous employer(s) in a professional profile. The purpose of this profile is to present the high level of individuals that SWISSMEN engages with to current or prospective clients, demonstrating their expertise and capabilities.
55. Non-Transferability:
55.1 This Agreement pertains solely to the named Parties and cannot be transferred to any other individuals or entities without the mutual written consent of the Parties involved.
By registering on the Platform, Expert acknowledges and agrees to all terms and conditions of this Agreement on the date of registering to the platform.
