Experts Terms and Conditions
Last updated February 15, 2021
TERMS AND CONDITIONS OF WIZCO EXPERTS MEMBERSHIP
THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY.
These terms and conditions of Wizco Expert Program (“Terms & Conditions”) supersede all prior versions of the Terms & Conditions previously in effect between Wizco Group, Inc. and/or its subsidiaries and affiliates (collectively, “Wizco”) and you (“Expert”).
OVERVIEW AND ACTIVITIES
Wizco is partnering with professionals and consultants in various industries and specialties who educate, coach, guide, and share insights with individuals and organizations (“Clients”). Wizco provides opportunities for Experts to participate in different types of coaching projects (“Projects”) and coaching sessions (“Sessions”). Wizco Experts who qualify may be eligible to participate in additional types of Projects, including Projects that require greater time commitments.
By signing these Terms & Conditions, you represent that you have completed the Wizco Expert Onboarding (“Onboarding”) and that you are permitted to join Wizco as an Expert.
In particular, you confirm that you are not prohibited or limited in any way from participating in the Wizco Expert Program by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to participate as a Wizco Expert. It is your responsibility to determine whether you are permitted to join Wizco as an Expert.
As a Wizco Expert, you acknowledge and agree to the following: (i) you are a non-agent independent contractor of Wizco; (ii) you have no authority to act on behalf of Wizco; (iii) you are not eligible for any Wizco or Client employment benefits based on your participation in Wizco; (iv) you shall not identify any Client or Wizco as your employer; (v) you are joining the Wizco Expert Program in your individual capacity and not as a representative or on behalf of any other entity (such as past or present employers), except as otherwise agreed in writing between such entity and Wizco; and (vi) Wizco, in its sole discretion, may determine your eligibility for program in the Wizco Expert Program.
If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Wizco Expert.
PARTICIPATION IN THE WIZCO EXPERT PROGRAM
At all times during your participation in the Wizco Expert Program, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and all applicable laws and regulations. When engaging in Projects or Sessions, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in the Wizco Expert Program.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.
During the course of your participation in the Wizco Expert Program you SHALL NOT disclose confidential information, which includes:
- Material, nonpublic information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;
- Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party;
- Non-public or confidential information related to pending government action or inaction;
- Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
- Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and
- Information you believe may be confidential.
Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.
You further agree to the following:
- If you are an employee or director of a company, you will not (i) discuss or disclose that company’s information (such as its performance, strategy, processes, operations, or internal metrics), (ii) accept or engage in any Projects about that company
- If you are an auditor or former auditor, you will not consult about organizations that you or your employer currently audit or have audited in the last three years;
- If you have worked in the accounting or finance department of a company within the last year, you will not discuss accounting or financial issues relating to that company or its affiliates;
- If you are an employee or director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connection with such tender offer, you will decline all Project or Session invitations until the commencement of such offering or while the tender offer process is ongoing;
- If you are a lawyer, you will not give legal advice in connection with a Project or Session, and you do not establish an attorney-client relationship with Clients through Projects or Sessions;
- You will not 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;
- You will not accept any compensation other than that provided by Wizco for your work performed for Clients without first obtaining the express written consent of Wizco; and
- You will not record or transcribe, or permit any third party to join (except with prior consent from Wizco), your consultations with clients.
Additionally, note that most current government officials and government agency officials worldwide are ineligible to participate in the Wizco Expert Program. If you are one of the few Wizco Experts who are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government-owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, you agree to promptly notify Wizco if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government-owned/controlled organization, enterprise or entity, public international organization, or political party.
Wizco will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss.
You represent that you have not been:
- Convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
- Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or
- Named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
Further, in the event you are, or have been in the past, accused of a felony or any offense involving dishonesty or deception, or sued for theft of corporate assets, fraud, breach of confidentiality or nondisclosure agreement, breach of fiduciary duty, or any similar action to promptly disclose that information to Wizco by emailing email@example.com
While Wizco reserves the right to verify this independently you agree to notify Wizco immediately if your status changes with respect to any of these representations.
If you become concerned with the nature of any inquiry or Project by a Client, a Client attempts to influence your decisions (e.g., what drugs to prescribe or devices or services to use) in any way, or a Client is marketing products or services to you rather than conducting research, you must discontinue your participation and notify Wizco immediately by emailing firstname.lastname@example.org. To encourage you to err on the side of caution during your participation in the Wizco Expert Program, in the event you discontinue a Project in order to comply with these Terms & Conditions and promptly notify Wizco as described above, you may submit a payment request for the full time you set aside for the consultation. You agree to cooperate fully in any Wizco inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or any applicable law.
CONFIDENTIALITY OF WIZCO AND CLIENT INFORMATION
While you are a Wizco Expert and thereafter, you agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the Wizco Expert Program until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Wizco for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (1) the identity of Clients (e.g., do not list Clients on your resume, website, or any business networking profile); (2) information about Projects, including Project invites and lists to which you are granted access; (3) materials and information provided to you by Client; or (4) any other nonpublic or proprietary information of Wizco or its Clients (collectively, “Restricted Information”). 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 Restricted Information to anyone, you will promptly notify Wizco, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with Wizco in protecting such information to the extent possible under applicable law. Upon request by Wizco or the applicable Client, you agree to return or destroy all Restricted Information in your possession.
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 Wizco Expert Program or in a Project prior to accepting an invitation for that Project or Session.
WIZCO EXPERT PROGRAM INFORMATION
Wizco or its Clients may ask you for other information about yourself, including your ability, availability, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your Wizco Expert Program Profile and any photographs or images you choose to add to your profile, are your “Wizco Expert Information.”
You agree that Wizco may, if it so chooses, verify your identity, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any criminal history. Wizco may also seek to verify the accuracy of the invoices you submit and confirm the substance of your discussions with Clients. You agree to cooperate with Wizco as it conducts background checks and other verifications.
You consent to Wizco contacting you by email, telephone, SMS, or otherwise, to process and administer details of your program in the Wizco Expert Program, to provide you with opportunities to participate in Projects or other Sessions, to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about Wizco’s business.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS
Your participation in Projects and Sessions is always at your discretion. Wizco makes no representation regarding the frequency, quantity, or type of invitations to Projects or Sessions you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by Wizco or stated in any Project or Session invitation, you will be compensated only for the time you spend interacting with Clients on Projects and Sessions at your agreed rate. 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 Sessions or delegate any portion of your work to others (including without limitation to any other employees of your firm) without Wizco’s prior written consent.
All interactions must be set up through Wizco, its platform and systems. You are not permitted to share your contact information (either phone or email) directly with the Client without the written consent of Wizco. If a Client contacts you without having arranged the Project or Session through Wizco, and you consult with the Client, you are not eligible for payment from Wizco, even if the call is a follow-up to a recent Project or Session that was arranged through Wizco. Clients are not authorized to expand the scope of a Project or conduct additional Session with Clients except with Wizco’s written authorization.
COMMUNICATION WITH THIRD PARTIES
In performing Project work on behalf of Clients, you are not to interact with third parties except with the written authorization of Wizco. If authorized to do so, you agree to advise any third party with whom you interact that you are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers. Further, during these interactions the following conduct is strictly prohibited:
- presenting yourself under false pretenses or pretexts;
- describing yourself as working for or on behalf of Wizco;
- identifying the Client on whose behalf you are acting (you may disclose the type of client firm without identifying such Client by name);
- hiring or engaging such person as an agent, subcontractor, or consultant without Wizco and the Client’s written consent;
- soliciting information that you believe the person, could not disclose under these Terms & Conditions; and
- offering, giving, or attempting to give anything of value to anyone without Wizco and the Client’s written consent.
COMPLIANCE WITH ANTI-CORRUPTION LAWS
You acknowledge that you are aware of, and have received training on, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Sapin II, as well as anti-corruption/anti-bribery laws in general, and commit yourself to abide by such laws. Therefore when performing work on behalf of Wizco or its Clients you shall not accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person:
- for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
- to improperly induce any person to provide you with information.
NON-SOLICITATION OF CLIENTS
Membership in the Wizco Expert Program is non-exclusive, and there is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the Wizco Expert Program, for Clients to whom you are first introduced to through Wizco, for a period of one year from the most recent Project with or introduction to such Client you agree not to knowingly solicit projects from or propose or agree to any kind of consulting, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, without the written permission of Wizco. This provision does not prohibit you from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with Wizco, you also agree not to knowingly solicit for employment any employee of Wizco or any Clients to whom you were first introduced due to your Wizco Program status.
WIZCO EXPERT PROGRAM
You acknowledge that Wizco in its sole discretion may determine your eligibility for Wizco Expert Program or other programs that may exist from time to time. Note that participation in Wizco Expert Program or other Wizco programs may require an additional written agreement, which supplements these Terms & Conditions.
WIZCO EXPERT PROGRAMCONTENT
You represent that any materials, regardless of format, that you submit, upload to a Wizco website, or otherwise provide to a Client or to Wizco, whether orally or in writing, (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions.
Recordings/Transcriptions: Wizco may invite you to participate in a Project for which your image and/or voice may be recorded and/or transcribed (“Wizco Recordings”) by Wizco or its agents, such as at a live meetings and interviews. You agree, notwithstanding anything else in these Terms & Conditions, that Wizco (or if applicable, the Client who records their Projects as facilitated by Wizco) owns Wizco Recordings and has the exclusive right to attribute Wizco Recordings to you and to use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display Wizco Recordings, in whole or in part, in original form or as edited or modified by Wizco, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content License: For all Content other than Project Content, and Recordings, you grant Wizco a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by Wizco, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content Release & Indemnification: You additionally release Wizco, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless Wizco and its Clients from and against any third party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.
RELIANCE BY CLIENTS
These Terms & Conditions are intended to benefit Clients. Clients expect that all Projects will be carried out in accordance with these Terms & Conditions and applicable laws and that, among other things, they will not receive any confidential information, including material non-public information, and their own Restricted Information will not be disclosed. Clients may from time to time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation in or payment on a Project (“Confirmations”). You agree that, to the extent you have provided any Confirmations, you shall be obligated to honor such Confirmations in addition to these Terms & Conditions, and that the applicable Client shall have the right to directly enforce your compliance with such Client’s Confirmations, if any. You understand that other Wizco Expert Program Members, each Client, and the person with whom you may engage in any Project or Session 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 directly enforce your compliance with these Terms & Conditions.
You acknowledge that Wizco and/or Client may require you to attest to your compliance with these Terms and Conditions and certain other additional terms and compliance policies after the completion of a Project, including confirmation that during the Project: (1) you did not disclose to the Client any confidential, including material nonpublic, information, or any information obtained under a duty of trust, or unlawfully or inappropriately, , (2) you did not breach any obligation to a third party, including an employer or former employer, (3) you complied with, and will continue to comply with, the Terms & Conditions of Wizco Expert Program and Wizco’s compliance policies and procedures, and (4) you will not use, or disclose to third parties, any information you have obtained from the Client. You agree to immediately notify Wizco if you believe that there was a violation of these requirements by emailing email@example.com. You further agree that by invoicing Wizco for any Project, you are attesting to the above conditions related to the Project.
You are responsible for providing your or your payment details to Wizco and keeping such information up-to-date. If you are employed, you must follow your employer’s policies that may relate to payment by Wizco. To the extent any post-project attestations are required in connection with a project, those attestations must be provided in order to receive payment. Payments will be based on the applicable rate agreed upon with Wizco.
Payment terms for Sessions and Projects, to the extent applicable, will be made in accordance with the terms set forth on Wizco's websites regarding the particular Session or as otherwise agreed in writing by Wizco. Wizco does, however, reserve the right to combine any payments due to you.
In the event that a Client disputes your request for payment or the quality of your work on a Project or Session, Wizco may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Wizco has the sole and final authority to resolve such dispute in Wizco's reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project or Session to the extent Wizco reasonably determines you have violated these Terms & Conditions or Wizco's compliance rules, including but not limited to providing incorrect information in your Wizco Expert Member Profile or referring third parties in violation of law or Wizco’s referral rules, and to the extent you have already received payment for Projects or Session involving such violations, Wizco shall have the right to recover such payments in full.
Wizco may require you to provide additional information (including your Social Security number, date of birth, or equivalent Tax Identification number) about yourself or your employer/company as part of Wizco's security procedures. To protect your information from third party misuse, please provide such information or any updates to your bank account by phone or through Wizco’s websites, not by email. You also agree that all fees imposed on you by any banking institution to process any payment from Wizco are your sole responsibility.
Non-U.S. Wizco Expert Members may be asked to confirm such status. Your contract will be with, and you shall receive your payments from, Wizco Group, Inc., a U.S. entity. You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Wizco, in accordance with applicable law and, if applicable, you agree to provide Wizco evidence of such tax payments upon Wizco’s request.
Wizco may ask you to fill out an IRS W-9, IRS W-8, or IRS W-4 forms for US tax purposes, failing to do so, may cause payment delays till the requested form or forms are filled out and sent back to Wizco.
BY ACCEPTING THESE TERMS, YOU AGREE AND ACKNOWLEDGE THAT IF WIZCO REQUESTED YOU TO FILL OUT A W9, W8, OR W4 FORMS, YOUR PAYMENTS WILL BE DELAYED UNTIL THESE FORMS HAVE BEEN FILLED OUT CORRECTLY AND FULLY AND SENT BACK TO WIZCO - IN SUCH A CASE, YOU WILL HAVE NO RIGHT OR CLAIMS OVER THE PAYMENTS OR DELAYS TILL WIZCO RECEIVES THE COMPLETED REQUESTED FORMS.
Right to Injunction/Limitation on Liability
In no event shall Wizco be liable to you or any other party for any damages resulting from or relating to your participation as a Wizco Expert Member, the performance of any services by you as a Wizco Expert Member, the processing of personal data by you, or the business operations of Wizco, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability and even if Wizco was informed of the possibility of such damages. Wizco agrees that for its part it shall not seek to impose on any individual Wizco Expert Member any liability for damages based on his or her performance of services hereunder as a Wizco Expert Member, including without limitation for any incidental, consequential, punitive, or special damages, so long as such damages do not relate to or arise out of the failure of the Wizco Expert Member to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Wizco Expert Member that constitutes gross misconduct or violates any applicable law. You are solely responsible for your actions. Wizco shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Any dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by arbitration before a single arbiter. The arbitration shall be administered by JAMS pursuant to its Streamlined Rules and Procedures. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of Wizco’s right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor Wizco shall be entitled to join or consolidate claims by or against other Wizco Expert Members, or arbitrate any claim as a class representative, class member, or in a private attorney general capacity. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and Wizco are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by New York Law without regard to New York’s choice of law rules.
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
Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the Wizco Expert Network at any time upon notice to Wizco, and Wizco has the unlimited right to terminate or limit your membership in the Wizco Expert Network and Member Programs at any time and for any reason.
By signing these Terms & Conditions, you acknowledge and agree that you are making express representations to Wizco and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
End of Terms & Conditions
© 2021 Wizco Group, Inc. All rights reserved.