Terms & Conditions

1. Definitions

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“Affiliate” - any legal entity controlled by or under common control with the Client.​

“Synquery Inc.” - the company providing the services described in this Agreement.​

“Client” - the entity that has executed this Agreement.​

“Confidential Information” - all confidential and proprietary information of a party disclosed to the other party, whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the receiving party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed.​

“Content” – any materials posted or made available on the Platform.​

“Engagement Agreement” – an agreement between the Client and the Expert in the form of the Schedule hereto or in such other form as expands on but does not detract from the terms set out in the Schedule hereto.

“Expert” - a consultant who has executed an agreement with terms identical to this Agreement and who may be introduced by Synquery Inc. to the Client as a part of the Service and with whom the Client may agree to enter into an Interaction under the terms of an Engagement Agreement.

“Fees” - any fees, commissions, deal incentives/bonuses payable by the Client to Synquery Inc. including any applicable VAT or other applicable taxes.

“Interaction” - any form of engagement between the Client and the Expert, facilitated by Synquery Inc. on behalf of the Client. An Interaction may be short or long term in nature and take any form (including a direct message via the platform, remote interaction via phone/web conference, an in-person meeting, or information provision in the form of any Work Product).

“Material Non-Public Information” - any information about certain aspects of a company, that is inside information that has not yet been made public but that will have at least a small impact on the company's share price once released. Material Non-Public Information is automatically included within the definition of Confidential Information.

“Personal Information” – any information facilitating the identification of a Client or Expert such as but not limited to, name, address, or phone number. Personal Information shall be automatically included within the definition of Confidential Information.

“Platform” - the Synquery Inc. web and mobile applications used by Clients and Experts.

“Project” – A specific business issue of a Client requiring the services of the Expert.

“Project Scope” – The detailed description and information surrounding the requirements of a Project.

“Service” – Any service delivered by Synquery Inc. either directly to the Client or through the Platform.

“Work Product” – all intellectual property, inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by an Executive for a Client during the term of this Agreement or a specific Project Scope.

2. Scope of this Agreement

2.1 Status of Synquery Inc.

2.1.1 Under this Agreement and through the Platform, Synquery Inc. facilitates introductions between Clients and Experts for the purpose of the latter providing education and insights based on their experience and non-confidential information to the former.

2.1.2 Synquery Inc. will act as a coordinator and/or payment processor for paid Interactions.

2.1.3 All Interactions shall be in accordance with this Agreement and the relevant Engagement Agreement.

2.2 Status of Client

The Client acknowledges that the principal role of Synquery Inc. under this Agreement is to introduce an Expert to the Client and that any Interaction between the Client and such Expert following such introduction is governed by an Engagement Agreement creating a direct contractual relationship between Client and Expert.

2.3 Status of Expert

2.3.1 The Client acknowledges that any Expert engaged by it by way of an Engagement Agreement is acting as an independent contractor and is not an employee, representative, or agent of Synquery Inc. Equally an Expert understands its capacity as an independent contractor, and as such will have no claims to benefits arising from employment status to either Synquery Inc. or the Client. An Expert shall not provide advice or recommendations on investments and, if a lawyer, may only provide general legal information and not legal advice. No such Expert shall have an attorney-client relationship with the Client.

2.3.2 An Expert shall not reveal, and a Client shall not knowingly seek out from such Expert, any Material Non-Public Information or Confidential Information concerning any company or entity with which such Expert has or has had a consulting, advisory, employment, or other relationship.

2.4 Engagement Agreements

2.4.1 No services may be provided by an Expert to a Client unless they have entered into an Engagement Agreement.

2.4.2 The Client and such Expert acknowledge that the terms of this agreement are incorporated into such Engagement Agreement.

2.4.3 The Client and such Expert acknowledge that, if there is any conflict between the terms of this Agreement (as incorporated into such Engagement Agreement) and any other term of such Engagement Agreement, the terms of this Agreement (as so incorporated) shall prevail.

3. Confidentiality and Data Use

3.1 Each of Synquery Inc., the Client, and the Expert agrees to protect Confidential Information. This includes but is not limited to, sensitive data, and Personal Information relating to the disclosing party (including name, contact information, and professional profile), the identity of the Client or Expert, information about Projects and Interactions, information about any actual or potential business, investment, or trading decisions transacted or made by the Client, the terms and conditions of this and any Engagement Agreement, any Content, any Work Product, and any other non-public or proprietary information of Synquery Inc. or the Client or the Expert.

3.2 During the term of this Agreement and for a period of three (3) years thereafter (or five (5) years with respect to Content and Work Product), the receiving party agrees to protect the confidentiality of the Confidential Information of the disclosing party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a receiving party may disclose Confidential Information of the disclosing party to its own employees, agents, and/or representatives who have a need to know such Confidential Information for the purposes of this Agreement or to legal, financial, or other professional advisors who are providing professional services to the receiving party (in each case only on the basis that they are bound to protect such Confidential Information as required hereby).

3.3 Should the Client at any point become aware of Material Non-Public Information, it is required to make the appropriate disclosure to any relevant authority and ensure that such Material Non-Public Information is handled appropriately.

3.4 Neither the Client nor the Expert shall use Confidential Information in breach of its obligations under this Agreement for the purpose of profit.

3.5 The Client shall own all Work Product provided to it, and such Work Product can be used how the Client sees fit – including using and applying in its business the opinions and insights it obtains during Interactions, but it may not identify or quote the Expert or attribute insights or opinions to the Expert or Synquery Inc. without the prior written consent of the Expert or Synquery Inc. as the case may be.

4. Fees, Expenses, and Taxes

4.1 Client/Expert Engagement

4.1.1 Each of the Client and the Expert agrees that from the date of the first Interaction facilitated by Synquery Inc., all further Interactions between Client and the Expert must go through Synquery Inc., unless otherwise agreed by Synquery Inc., the Expert, and the Client. This condition remains for 24 months. Synquery Inc. will be entitled to its share of any fees through these engagements.

4.1.2 Where the Client and Expert have direct dealings during this period which are not facilitated by Synquery Inc., Synquery Inc. reserves the right to charge the Client fees retrospectively on becoming aware of such direct dealings.

4.2 The Client

4.2.1 The Client will incur fees for usage of Synquery Inc.’s Services as set out in the Commercial Schedule unless otherwise agreed between the Client and Synquery Inc. An Expert’s fee rate will be shown on the Platform and/or set by a Synquery Inc. representative and will be made explicit in the Engagement Agreement.

4.2.2 The Client will be invoiced by Synquery Inc. for fees incurred within the terms agreed in the Commercial Schedule. For the avoidance of doubt, all payments received by Synquery Inc. are non-refundable except in accordance with this Agreement.

4.2.3 Fees are payable free of any withholding or deduction in respect of any taxes or duties. If the Client is required by law to withhold or deduct tax from a fee and such withholding tax or deduction is not reduced or removed, Synquery Inc. shall be entitled to increase the amount of such fee so that Synquery Inc. receives and retains after any such withholding or deduction a net sum equal to the amount of fees such Client originally owed to Synquery Inc.

4.2.4 If the Client elects to pay such fees by credit card, it authorizes Synquery Inc. (a) to run, or have run, credit card authorizations on such credit card; (b) to store such credit card details as the default method of payment for Services; and (c) to charge such credit card in payment of such fees.

4.3 The Expert

4.3.1 An Expert will only be remunerated for services provided to the Client under an Engagement Agreement where such services are designated by Synquery Inc. in writing in advance as paid services. Where Synquery Inc. initially contacts an Expert and undertakes a telephone vetting call to determine such Expert’s eligibility for a Project or to discuss a particular Scope, such contact merely constitutes an attempt at determining such Expert’s potential suitability, and no remuneration will be due to such Expert for such contact. In the case of early termination of an Engagement Agreement, the Client will be liable to pay any Fees incurred up to that termination date, and the Expert will only be eligible for Fees that relate to work already carried out. Following any such vetting discussion with Synquery Inc., the Client may wish to undertake an introductory call or send messages via the platform to such Expert in order to assess their relevance for the Project in question. Such communication is for the purposes of the Client undertaking vetting, and no remuneration will be due to such Expert for such introductory call.

4.3.2 An Expert will not be compensated for preparation time, wait time or time set aside if an Engagement Agreement is not executed or if it is executed but no information is provided under it to the Client.

4.3.3 Where an Engagement Agreement provides for an Interaction to be charged at an hourly rate, unless otherwise confirmed to the Expert by Synquery Inc. in writing in advance, remuneration for Interactions lasting part of an hour will be prorated with no minimum. For example, where an Interaction takes 45 minutes, the Expert will be compensated at 75% of the agreed hourly rate. All prorated payments will be rounded up or down to the nearest 15-minute increment. For example, where an Interaction takes 1 hour and 12 minutes, the Expert will be compensated an extra 25% of their expert rate. Where an Interaction takes 1 hour and 4 minutes, for example, the Expert will be compensated for the hour, 100% of their rate.

4.3.4 Payment of remuneration due to an Expert under an Engagement Agreement for an Interaction will be made by Synquery Inc. within 30 days after such Interaction (unless explicitly agreed otherwise).

4.3.5 Synquery Inc. will collect bank details and process payments to Expert via a third party. The Expert will be requested to agree to their T&Cs and to provide correct personal details and bank details to ensure receipt of payment.

4.3.6 The Expert is solely responsible for paying all applicable income tax and social security contributions in respect of payments made to such Expert for the services provided by it under an Engagement Agreement. Expert payments are made by Synquery Inc. therefore Synquery Inc. does not issue income tax forms to experts in non-US jurisdictions.

4.3.7 The Expert agrees that if Synquery Inc. has been unable to send payment due to missing/incorrect bank details, the value of the remuneration will be written off a year after the Interaction occurred.

4.4 General

4.4.1 Fees will be invoiced either in USD, EUR, or GBP. When receiving funds in these currencies, the Expert will receive the full amount agreed by it with Synquery Inc. If the Expert wishes to have funds paid into an account denominated in a different currency, Synquery Inc. will arrange for the currency exchange to be made and the Expert agrees that any cost of such currency exchange will be incurred at its expense and deducted from such funds.

4.4.2 Neither the Client nor Synquery Inc. has any responsibility for any expenses incurred by the Expert unless such expenses have been agreed in writing in advance by the Client or Synquery Inc. (as the case may be).

5. Representations, Warranties, and Undertakings

5.1 Synquery Inc.

5.1.1 Synquery Inc. makes no representation to any Expert as to the frequency of work, and Synquery Inc. cannot guarantee that such Expert will be selected by a Client to engage in an Interaction resulting in fees receivable by such Expert.

5.2 Client

5.2.1 Each Client represents and warrants to Synquery Inc. that:

5.2.1.1 It has the capacity to be bound by the terms of this Agreement, and is either not prohibited or limited in any way from using the Services, or, to the extent the Client’s right to act as a user of the Services is limited in any way, it has obtained all necessary consents or waivers to receive services.

5.2.1.2 Any individual that has been nominated to execute this Agreement or to use the Platform or to enter into an Interaction is duly authorised to do so and to bind such Client and will comply with the terms of this agreement; and:

5.2.1.3 all information provided is true and correct to the best of such Client’s knowledge.

5.2.2 Each Client undertakes to Synquery Inc. that:

5.2.2.1 it will only provide information to the Expert and Synquery Inc. that such Client is not prohibited from providing; and:

5.2.2.2 it will notify Synquery Inc. of any direct approach by an Expert to such Client with the intention of receiving payments for Interactions from such Client directly and that it will not make direct payments for Interactions to such Expert but only through and as invoiced by Synquery Inc.

5.2.3 Each Client acknowledges and undertakes that it will be responsible for any breach by any of its Affiliates of any agreement such Affiliate enters into with terms identical to this Agreement or of any Engagement Agreement such Affiliate enters into that incorporates such terms.

5.3 Expert

5.3.1 Each Expert warrants to Synquery Inc. that it is not prohibited from acting as an Expert.

5.3.2 Each Expert undertakes to Synquery Inc. that:

5.3.2.1 it will not provide information to the Client or Synquery Inc. where such provision is prohibited by law or contract;

5.3.2.2 it will not provide information to the Client or Synquery Inc. if it is an employee of any entity or person being examined in the Client Project Scope or if involvement by such Expert in such project would result in the Expert having a conflict of interest or being in breach of any legal obligation; and:

5.3.2.3 it will notify Synquery Inc. of any direct approach by a Client to such Expert with the intention of making payments for Interactions to such Expert directly and that it will not accept direct payments for Interactions from the Client but only from and as invoiced by Synquery Inc.

6. Intellectual Property and License to Use the Platform

6.1 Each Client and Expert acknowledges that the Platform design is protected by intellectual property laws, agrees that Synquery Inc. and/or its licensors own all right, title, and interest in and to the Platform (including all intellectual property rights therein or related thereto) and agrees not to take any action(s) inconsistent with such ownership interests.

6.2 Any intellectual property rights in feedback or suggestions made by a Client or Expert for modifications or upgrades to the Platform incorporated by Synquery Inc. will belong to Synquery Inc. Each Client and Expert hereby assigns to Synquery Inc. any and all right, title, and interest that it may have in and to any and all such feedback or suggestions.

6.3 Synquery Inc. hereby grants each Client and Expert a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Platform for the licensee’s internal business purposes only, and subject to the limitations set forth in this Agreement. Each Client may share materials, including opinions, surveys, and insights it obtains from the Expert during Interactions, as well as the background of the particular Expert (including the Expert’s name and title), with its Affiliates and with its internal business partners for its own internal business purposes; provided that such Affiliates and internal business partners shall be bound by, and the Client shall be fully responsible for their compliance with, the terms and conditions of this Agreement.

6.4 The limited rights granted in 6.3 above to access and use the Platform comprise a limited license and do not constitute the sale of any software program or other intellectual property.

6.5 Each Client and Expert agrees that it will not use the Services or Platform for fraudulent purposes or to engage in any offensive, indecent, or objectionable conduct and acknowledges that any breach of this section may result in legal proceedings.

7. Content Ownership

7.1 Each of the Client and Expert represents and warrants that it owns all right, title, and interest in or has a valid license to all Content posted or made available by it. Synquery Inc. acknowledges such ownership or license and agrees not to take any action inconsistent with such ownership or license. Each of the Client and Expert hereby grants Synquery Inc. and its affiliates a worldwide, non-exclusive, royalty-free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of, and otherwise use de-identified and aggregated Content, in connection with the operation and promotion of the Platform.

7.2 Each of the Client and Expert acknowledges and agrees that Synquery Inc. may preserve and/or disclose such Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any of such Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Synquery Inc., its affiliates, officers, employees, representatives, and agents, as well as other Platform users and the general public.

7.3 Each of the Client and Expert is solely responsible for all Content posted or made available by it and agrees not to upload or share any Content which is prohibited by applicable law or otherwise inappropriate. Such Content would include but is not limited to: Protected Health Information under United States law, Content that infringes any third-party intellectual property rights, Material Non-Public Information, or content containing software viruses. Synquery Inc. has the right but not the obligation to monitor Content posted on the Platform and reserves the right to remove any Content it deems inappropriate in any way.

7.4 Synquery Inc. reserves the right to delete all Content after 30 days from the conclusion of any projects.