The following terms and conditions constitute a legally binding contract between you (the “Expert”) and Alexis Capelle, self-registered legal entity under the laws of Spain, company number Y8215830Z (the “Company”) and govern your participation in interactions through the Company. Prior to participating in a scheduled interaction with the Company’s Client(s), please review and accept the following Terms. These terms and conditions supersede any prior terms and conditions between you and the Company.

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1. Definitions

“Expert” means a professional in a certain industry or of certain specialization whom the Company has agreed to introduce to the Client or with whom the Company has agreed to engage on behalf of the Client, in accordance with these Terms of Engagement.

“Consultation” means a scheduled interaction related to a project, involving the Client and an Expert, which may be short-term or long-term and can take the form of (inter alia): (i) a remote consultation by telephone, email or other form of electronic messaging, (ii) a face-to-face consultation, (iii) information presented in the form of reports and surveys or written deliverables or (iv) advisory or employment relationships with the Client or the Client's affiliate(s).

“Client” means any company or organization, and their employees, designated contacts and representatives, you may interact with in the context of a Consultation and in accordance with these terms.

“Scope” means a description of the subject matter that the Client wishes to discuss with the Expert(s) in the context of any scheduled Consultation.

“Proprietary Information” includes, but is not limited to, our Clients' intellectual property, the existence and/or Scope of a project, the identity and/or details of our Client, any Confidential Information of the Company and our Client, as well as any other information relating to actual and/or potential investment, trading and/or business decisions of our Client.

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2. General Rules Prior to Participation in a Consultation

2.1. The Company might contact you to discuss your potential participation in a Consultation or to make you part of the Company’s expert network. Discussing a particular Scope with you constitutes a process of determining your potential suitability for a Consultation. Such communication does not constitute a formal proposal to take part in a Consultation or a binding agreement with the Company.

2.2. You understand that the decision, whether or not, to initiate any Consultation with you is at the Client’s discretion. A proposal to participate in a Consultation does not bind the Client or the Company to schedule an interaction with you.

2.3. You have the right to decline participation for whatever reason and at any stage prior to the Consultation, even after agreeing with these Terms of Engagement.

2.3.1. You should always share with the Company and the Client accurate information about your career history.

2.3.2.Nothing in these Terms of Engagement creates an employer-employee relationship, or an expectation of employment. For the avoidance of doubt, the Expert acts in his/her independent capacity and he/she is not the Company’s employee.

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3. Responsibilities of the Expert Prior to a Consultation

3.1. Eligibility to Consult Through the Company

Upon being contacted by the Company for a project, it is your responsibility to evaluate the Scope and determine, exercising due diligence, whether or not you are able to participate in a prospective Consultation.

3.2. Non-Eligibility to Consult Through the Company

You should decline participation, especially in the cases indicated below. You remain fully responsible in case you proceed with participating in a Consultation despite the below limitations:

(a) If you know or reasonably suspect that by participating, you are violating any law or regulation;

(b) If you know or reasonably suspect that your participation would result in a breach of any agreement with, or obligation towards, a third party;

(c) If your participation would likely result in infringing any current and/or former employer obligations;

(d) If you have not obtained appropriate consent or waiver from your employer prior to consulting through the Company, provided that such procedure exists or is applicable;

(e) If your participation would likely result in the breach of a duty of confidentiality you are subject to;

(f) If you know or suspect that the Client is, or may be acting on behalf of, a competitor of your employer or the entity whose board you serve on, or that there is or may give rise to any professional, regulatory or other conflict;

(g) If you work at a company or an organization that has made or is under a tender (takeover) process that is currently taking place, or has acted on behalf of a company that is connected with said tender, you must decline participation if the project Scope is relevant to the market in which the above company is active.

 

4. Responsibilities of the Expert During a Consultation

4.1. You agree that:

(a) While participating in a Consultation you will not discuss, or disclose, any confidential or proprietary information about a company that you are an officer, director or employee of, or have any association with;

(b) Your participation in the Consultation will not result in the disclosure of confidential or proprietary information about your employer, or a company for which you serve as an officer or director or you are associated with, or other information you have a duty to keep confidential or you have obtained from any person who expects you to keep such information confidential or you could reasonably expect to be considered confidential;

(c) Your participation will not result in the disclosure of any inside information or material non-public information concerning a company whose shares are traded on a recognized exchange or a quoted instrument; or trade secret;

(d) While participating in a Consultation you will not give investment, accounting, legal and/or medical advice in the context of the Consultation;

(e) if you are a Health Care professional, you agree not to disclose any patient-related information or trial information that is either not yet available in the public domain or is prohibited to be disclosed under applicable laws and/or regulations;

(f) If you have worked in an accounting and finance department, of any company, within the last six (6) months, you will not discuss about any accounting or financial matters relating to that company, or that company's affiliates;

(g) If you are an auditor, or former auditor, you must not comment on companies you have audited, as part of your employment, the last three (3) years; and

(h) If you are a government official, or employee, you must not discuss about any government legislation, regulation, policy, contracts, or other affairs that you are have the power to decide upon or are subject to your vote.

4.2. If, during a Consultation, you identify any reason(s) for which you may not, or should not, continue the Consultation, you have the obligation to discontinue your participation. If, during a Consultation, you identify a specific question(s) which you cannot respond to, you have the obligation to decline to do so. In any such event, you need to inform the Client immediately.

 

5. Confidentiality

5.1. Confidentiality and Proprietary Information

By participating in a Consultation, certain Proprietary and/or Confidential Information might be disclosed or become known to you. You hereby pledge not to disclose any such Information to any third parties, in compliance with all the relevant laws and regulations. You are bound by this obligation of non-disclosure of any information you have received, including names of companies you may have been consulted for, from the Effective Date until ten (10) years after the end of the last Consultation you have participated in.

5.2. Expert’s Communication with Third Parties

5.2.1. You confirm that you comply with your obligations of confidentiality and the relevant anti-bribery legislation, and that you will not compensate any third party for any information received.

5.2.2. You should never prior to, or following, a Consultation interact with any of your contacts and ask information about the company they are employed by with the intention to use this information to participate in a Consultation.

5.2.3. In the event that you need to acquire permission for any prospective Consultation, do not reveal any information and/or details about our Client or the Scope.

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6. Terms of Payment

6.1. These Terms of Payment govern the payment of agreed fees for a Consultation you have participated in.

6.2. Payment Conditions

6.2.1. Depending on the type of Consultation, and the hourly rate agreed for a given project, you may be entitled to payment of a fee, provided that the Consultation is completed. You will only be eligible for compensation if you were actually contacted about, and contributed to, the Consultation. You will not be compensated for time waiting, or time set aside, if no Consultation is completed. Prior to your Consultation, you will be contacted by the Company to confirm your hourly rate. Written confirmation will be given at any occasion.

6.2.2. You will be compensated at the hourly rate agreed for a specific Consultation, solely for your time spent interacting with our Client(s). Our Client(s) have no obligation to contact you for a specific amount of time, or at all.

6.2.3. With respect to Consultations that involve surveys or reports, you will be compensated at a fixed fee determined on a per Consultation basis, which the Company will communicate to you in advance.

6.2.4. Payment for preparatory and follow-up work, in connection with any Consultation, requires the prior written approval of the Company. Any interaction with a Client outside of Consultations arranged through the Company, even if such interaction is a follow-up to a recent Consultation arranged through the Company, does not qualify for payment.

6.2.5. You agree to deliver information required to comply with tax reporting and withholding obligations (as applicable).

6.2.6. You hereby pledge to act in compliance with all the relevant laws and regulations and that you are responsible for the payment of your contributions and taxes in relation to any income received in connection with this contract.

6.3. Payment Process

6.3.1. The Company will send you a payment fee notice within three (3) working days, following confirmation from our Client that you have completed the relevant Consultation.

6.3.2. Upon receipt of the payment fee notice, you must confirm your participation and send to the Company your banking/payment details.

6.3.3. Failure to confirm your participation and send to the Company your banking/payment details within fifteen (15) working days shall result in you forfeiting any fee for which you may have been eligible.

6.3.4. Payment of any invoice submitted by you, will be made by the Company within sixty (60) days from the receipt of your confirmation.

6.3.5. Payments are collated monthly and processed in the following month.

 

7. Miscellaneous

7.1. These Terms of Engagement shall come into force on the date of your acceptance. They will continue to be in force until they are terminated either yourself, or the Company, at any time upon giving written notice to the other party.

7.2. The Company shall, under no circumstances, be liable to you for any direct or indirect or consequential loss or damage of any kind arising under or in connection with these terms. Nothing in this Agreement shall limit or exclude (or purport to limit or exclude) liability for the negligence of employees, agents or subcontractors, fraud or fraudulent misrepresentation.

7.3. You remain fully liable for complying with these Terms of Engagement and you understand that the Company, or its Client(s), may enforce these Terms of Engagement to protect their interests.

7.4. In case any provision in these Terms of Engagement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

7.5. These Terms and any dispute or claim arising out of, or in connection with, them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by the Laws of France. Notwithstanding the above, the Company maintains the right to take proceedings before any other court of competent jurisdiction.

 

8. Representations

8.1. By accepting these terms, you grant the Company and its client(s) an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the written material and other work produced by you in the context of the Consultation (collectively “Deliverables”). The Deliverables will become property of the Company, and its Client(s) and you agree to confirm in writing such ownership, upon request.

8.2. As an Expert providing services to the Company’s Client (which, together with its subsidiaries and affiliated entities is herein after referred to collectively as "Client"), I agree and acknowledge the following:

8.2.1. At all times during my provision of services (the "Services") to Client, I will act in good faith, in a professional and workmanlike manner, to the best of my ability. I will not provide Services that may result in a violation of applicable law or any obligations I may have to any third party, or that present a known conflict of interest.

I specifically agree that I will not:

(a) disclose any material, nonpublic information about any company;

(b) disclose any third-party information that I have a duty to keep confidential (e.g., by agreement, employer policy, fiduciary duty, etc.);

(c) provide Services if doing so would violate applicable law or any agreement with – or other obligation to – any person, employer, former employer or other entity;

(d) discuss or disclose non-public or proprietary information about any company of which I am an employee or director;

(e) disclose any trade secrets or other confidential information not owned solely by me; or

(f) give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security;

Further, I represent, warrant, and agree that:

(g) all information and material compiled and provided by me in connection with the Services will be collected, compiled and provided to Client in a lawful and ethical manner;

(h) I will not make nor purport to make any agreement or commitment on behalf of Client or reflecting or creating any obligation or undertaking on the part of Client.

(i) I have accurately represented my credentials, including educational history and current and former employers. I understand and acknowledge that Client is relying on such information in choosing to engage you for consultations.

(j) I am not restricted from providing services to Client pursuant to any binding agreements with any prior or current employers, codes of conduct, consulting agreements and other similar policies and agreements (in each case as applicable) and I have obtained all such necessary or appropriate consents and waivers necessary to ensure that I am permitted to provide the Services hereunder.

8.3. Insider Trading

I have been trained in and fully understand my obligations under all applicable insider trading and similar laws related to the purchase or sale or securities based on material non-public information. I will comply with all applicable rules and regulations in this regard will not trade in the securities of any Client's client companies on the basis of any information received from Client during the provision of Services or otherwise and that will not disclose or offer to disclose any information to others for the purposes of facilitating trading in securities

 

9. Data Protection

By accepting these Terms of Engagement, you provide your consent that the Company may use the information you have provided relating to your career history, skills, perspectives and fields of expertise and may share your information with Clients. The Company may revise the wording or format of this information, when necessary, for the purpose of facilitating possible Consultations.

9.1. Personal Data Collected

Personal data may include your full name, address, email, phone number, payment details, as well as information about your academic and professional background and employment history, including the company name of your current or past employer(s). The data subject (the Expert) is not obliged to provide the Company with his/her personal data, however in this case the Company will not be able to execute these Terms of Engagement.

9.2. Purpose for Collecting Personal Data

Determine your potential suitability for a Consultation and facilitate your participation in projects.

Identify projects which may be within your field of expertise and of interest to you.

Schedule an interaction between you and one of our Clients.

Provide prospective Clients with a summary of your career history in order to select the most relevant Experts for a possible Consultation.

Ensure your payment for the services which you will provide or have provided.

Manage our relationship with you, which includes: (i) interacting with you proactively and in response to requests from you, and (ii) notifying you about changes to our Terms or privacy policies.

9.3. Basis for the Collection of Personal Data

Processing of your personal data is based on your consent, our legitimate interest to offer our services to our Client(s), and our obligation to comply with applicable law.

9.4. Sharing of Personal Data with Third Parties

Your personal data might be disclosed to our Client(s); the Company entities; legal and regulatory authorities; our external advisors; our Processors; any party necessary in connection with legal proceedings or for investigating, detecting or preventing criminal offences; or any purchaser/Client of our business.

9.5. Cross-Border Transfers

Your personal data will be processed by us inside the European Economic Area or in countries that have been considered adequate by the European Commission and will be accessed by our staff and third parties working for us. Your personal data may be also held, processed and accessed outside the European Economic Area to countries that have not been determined by the European Commission to provide an adequate level of data protection. In any such transfer, we will ensure that appropriate data protection safeguards (e.g. Privacy Shield Certification) are in place. To obtain a copy of the relevant transfer mechanism or additional information on the transfers, please contact us using the contact information below.

9.6. Storage of Personal Data

We will only retain your personal data for the time period necessary for relevant Consultations and to satisfy any legal, accounting, reporting or audit requirements. To determine the appropriate retention period for your personal data, we take into consideration the amount, nature, and sensitivity of such data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and for applicable legal requirements.

9.7 Rights Over Your Personal Data (GDPR 2016/679)

At all times, you have the following rights:

(a) Right to be informed how data is collected, processed and stored, and for what purposes.

(b) Right to access your personal data.

(c) Right to have incorrect or incomplete data corrected.

(d) Right to have your personal data permanently deleted from all our databases.

(e) Right to block or suppress personal data from being processed or used.

(f) Right to move, copy, or transfer your personal data from one data controller to another, in a safe and secure way, in a commonly used and machine-readable format.

(g) Right to object to the processing of your personal data without your explicit consent.

(h) Right to demand human intervention, rather than having important decisions made solely by algorithm.

(i) Right to lodge a complaint with a Supervisory Authority.

Before processing your requests, we may ask for your identification to ensure you are the requestor. In certain situations, and subject to applicable law, we may not be able or obliged to grant part or all of your individual requests. We also have the right to refuse and/or charge a monetary fee for requests which are manifestly unfounded or excessive, for example because of their repetitive character.

If you would like to stop receiving email communications from the Company, or if you have any questions or concerns regarding this section or you wish to report a complaint regarding an incident prior, during or after a consultation, you may contact us at:

info@bthtpartners.com (mailto: info@bthtpartners.com)

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Identity and Contact Details of the Data Controller:

Alexis Capelle, a self-registered company in Spain, under the number Y8215830Z and located at Passatge de les cinc torres (s/n), 08029, Barcelona.

 

10. Non-Solicitation

For a period of six (6) months from the completion of any Consultation with a Company Client to whom you have been introduced by the Company, you will not sidestep the Company by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with such Client pursuant to which you would be engaged by such Client to provide services without our prior written consent.

 

11. Updates to Terms & Conditions

The Company may update its terms & conditions from time to time. You will be notified of changes to our terms and conditions in a timely manner along with a request to accept the new terms and conditions.

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12. Limitation of Liabilities

In no event shall the Company be liable to the Expert or any third party for any damages resulting from or relating to Expert’s provision of services under this Agreement or the business operation of the Company including, without limitation, for any incidental, consequential, punitive, or special damages.

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