Specialist Terms and Conditions

Specialist Terms and Conditions

Third Bridge facilitates consultations (“Consultations”) between its Clients and industry professionals (“Specialists”) who provide insight into companies, sectors and products to help Clients make informed business decisions. These terms and conditions between you and Third Bridge Group Limited (“Third Bridge”) set out the legal and compliance obligations applicable to Specialists. Please read them carefully. These terms and conditions and all other documents referred to in them, together with Third Bridge’s Privacy Policy (which is at https://www.thirdbridge.com/en/privacy-policy, as amended from time to time) are referred to as “the Agreement”. In this Agreement “Client” means a party who engages Third Bridge in order to consult with a Specialist (for these purposes “Client” includes any party appointed by the Client to engage in a Consultation on its behalf).

1. Consultations

1.1 By agreeing to participate in a Consultation you confirm that you understand and are knowledgeable about the proposed subject matter and that you will undertake the Consultation diligently, professionally and to the best of your ability.

1.2 During a Consultation you will be acting in your personal capacity, as an independent contractor, and not as an employee or representative of Third Bridge or any other party.

1.3 If at any time before, during or after a Consultation you become aware of any professional, regulatory or ethical conflict or other reason why you should not participate/have participated in a Consultation, you should terminate the Consultation and notify Third Bridge immediately by emailing legal@thirdbridge.com. If you have to terminate a Consultation early, you will be paid your applicable fee for the time that you have actually spent on the Consultation plus an additional 15 minutes.

2. Confidential Information

Information you hold

2.1 You will not disclose any (i) confidential information or (ii) any material non-public information concerning a quoted company, security or instrument or any trade secret please note that:

“confidential information” means information in any form , which is identified as confidential or is clearly by its nature confidential, including without limitation information which concerns the business, finance, organisation or future plans of any third party;

“material non-public information” is precise information in respect of a specific company that is not generally available and that a reasonable investor would use to help him/her make investment decisions. If this information was generally available, it would be likely to significantly affect the price of an investment.

Information you receive from Third Bridge or our Clients

2.2 You will keep confidential, not disclose to any third party or use for any purpose, any confidential information disclosed to you before, during or after a Consultation (including without limitation the identity of a Client, the subject matter of any Consultation or the questions asked during a Consultation and the rates agreed by you with Third Bridge in respect of any Consultation).

General

2.3 You agree that a breach of this clause 2 may cause irreparable harm to Third Bridge and/or its Client and that damages would not be a sufficient remedy in respect of such breach. Without prejudice to any other rights which it may have, Third Bridge and/or the relevant Client shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.

3. Your obligations

3.1 You represent, warrant and undertake that:

(a) the biographical information provided by you to Third Bridge is up to date, true and not misleading and you will update it in respect of any material changes (including any change to your employment);

(b) you will not participate in any Consultation or provide any information relating to any company of which you are an employee, officer, director or contractor, agent, legal representative, partner, joint venturer or affiliate;

(c) you will not knowingly participate in any Consultation for a Client that is (or is acting on behalf of) a competitor of your current employer or a company for which you serve as an officer or director;

(d) you are not restricted from and have the necessary permissions to engage in each Consultation. For example, if you are employed, your contract of employment or employer’s policies may require you to obtain your employer’s prior consent to engage in Consultations;

(e) you will inform Third Bridge if you are (or have been during the past 2 years) an employee or advisor or consultant to any government, government department, government agency or to any state entity;

(f) if you are a government official or employee, you will not discuss government legislation, regulation, policy, contracts or any other business that you, as a government official or employee, would be in a position to vote upon or otherwise influence;

(g) you will inform Third Bridge if you are currently involved with any clinical trial or test or have been so involved where the results of such trial or test have not been publicly disclosed;

(h) if you are a medical professional, you will not discuss unpublished clinical trial results, patient experience information or any other information regarding trials which is not yet public;

(i) you have not been found guilty of insider dealing, market abuse, money laundering, fraud or any offence involving dishonesty or any felony (or similar offences in any jurisdiction) and have not been subject to any order, judgment, action or investigation by any regulatory body; further you will immediately inform Third Bridge should you become aware of any investigation involving, or any charge brought against you in respect of, any offence referred to in this clause 3.1(i);

(j) you will not provide any investment, legal, financial, accountancy, or medical advice to any Client including, without limitation, recommending, rating or valuing any security or providing advice regarding the investment in, purchase or sale of any securities;

(k) if you are an auditor or a former auditor, you will not comment on any company you have audited in the three (3) years prior to the Consultation;

(l) you will not participate in any Consultation at any time whilst your employer is the subject of a tender offer or is in the process of an initial public offering;

(m) you will not participate in any Consultation or provide any information that would result in: (i) a breach of applicable laws or regulation, (ii) a breach of any agreement or any obligation to a third party (including to your employer), (iii) a professional, regulatory or ethical conflict, or (iv) if there is any other reason why you should not participate in such Consultation or provide such information;

(n) you will in connection with Consultations: (i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including Third Bridge’s Anti-Bribery and Corruption Policy available at https://www.thirdbridge.com/en/about/anti-bribery-... (“Relevant Requirements”); (ii) not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements; (iii) not do anything that will cause or lead Third Bridge or any of its Clients to be in breach of any Relevant Requirements;

(o) you must not take any Client or other third party to any location with a connection or association with the subject matter of the Consultation which is not publicly accessible without the prior written permission (in a form acceptable to Third Bridge) from the person or company which owns the property; and

(p) you agree not to contact, or solicit any of Third Bridge’s Clients with which you have engaged in Consultations, unless such contact is arranged by Third Bridge. This clause applies from the time when you are introduced to a Client until one (1) year from the date of your last Consultation with the Client. It does not apply to the extent that you have a proven pre-existing relationship or association, based on past work performed. If you notify Third Bridge of such pre-existing relationship when a Client is proposed to you, and you do not participate in a Consultation with the Client, Third Bridge imposes no restrictions with regard to this Client. Third Bridge will not restrict you from accepting an offer of employment from one of its Clients.

4. Intellectual Property

4.1 In this clause 4 “Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information and any other intellectual property rights, whether registered or unregistered, and including all applications and renewals in any part of the world.

4.2 All Intellectual Property rights in any material provided to you by Third Bridge or contained on the Third Bridge website belong to Third Bridge and may not be reproduced or redistributed.

4.3 You will not provide any information or materials in or after any Consultation that may infringe, misappropriate or conflict with the Intellectual Property rights of any third party.

4.4 Unless otherwise agreed with a Client in writing, you warrant that any documentation or any other material (including without limitation reports, studies, data, diagrams, charts, specifications, and programs) (“Work Product”) provided by you to a Client are original works and do not infringe any third party’s Intellectual Property rights and you hereby agree to grant to the Client (and/or Client’s client) to which you supply such Work Products a non-exclusive, royalty-free, perpetual licence to use any and all Intellectual Property rights subsisting in such Work Products in the course of its business.

4.5 You will indemnify Third Bridge against all liabilities it may incur in connection with any claims or proceedings brought against it based on a claim that the Work Product provided to a Client infringes any Intellectual Property rights or other proprietary rights of any third party.

4.6 You must not use the name "Third Bridge" or any other trademark, symbol or logo of Third Bridge without Third Bridge’s prior written consent.

5. Data Protection and Telephone Recording

5.1 You have read and agree to Third Bridge’s Privacy Policy which is at https://www.thirdbridge.com/en/privacy-policy.

5.2 You consent to the recording for compliance purposes of conversations between you and Third Bridge (you will be notified in advance if a recording is being made). You agree, to the extent permitted by applicable law, that such recordings may be submitted in evidence in any proceedings.

6. Payment

6.1. Within two (2) business days of a Consultation, you will confirm that it has taken place. If you are receiving payment for a Consultation, you will apply for payment using Third Bridge's web-based application in the manner notified to you (entering the duration of the Consultation, applicable agreed rates and the bank account details to which Third Bridge should remit payment).

6.2 Third Bridge will pay you the relevant fees in respect of each completed Consultation (calculated in minutes) in accordance with the payment information provided by you. Payment will be made within thirty (30) days from the later of the date of receipt of a valid application for payment (or invoice) and confirmation from the Client that the relevant Consultation(s) took place. Third Bridge will deduct from the payment of fees any withholding taxes or other amounts required to be deducted by applicable local law or regulation.

6.3 If you do not receive payment, you must inform Third Bridge by email within six (6) months of the end of the thirty-day period mentioned in clause 6.2 above, stating that payment has not been received.

6.4 Third Bridge will investigate all queries of non-payment and will endeavour to ensure the relevant fees are paid as soon as possible.

6.5 Third Bridge reserves the right not to pay fees for the following reasons:

(a) failure to report a Consultation under clause 6.1;

(b) arranging a Consultation directly with a Client without notifying Third Bridge in advance;

(c) failure to notify Third Bridge within the six-month period mentioned in clause 6.3 above, that payment has not been completed.

6.6 Third Bridge agrees:

(a) to issue self-billed invoices for services provided by you until 12 months from the date of this Agreement;

(b) to complete self-billed invoices, showing your name, address and (if applicable) VAT registration number, together with all the other details that constitute a full VAT invoice; and

(c) to make a new self-billing agreement in the event that its VAT registration number changes and to inform you if the issue of self-billed invoices will be outsourced to a third party.

6.7 You agree:

(a) to accept invoices raised by Third Bridge on your behalf until 12 months from the date of this Agreement;

(b) not to raise invoices for services provided in respect of this Agreement; and

(c) to notify Third Bridge immediately if you change your VAT number, cease to VAT registered or sell all or part of your business.

7. Liability

7.1 Third Bridge's total liability in contract, tort, misrepresentation or otherwise arising in connection with this Agreement shall be limited to an amount equal to the fees paid to you.

7.2 Third Bridge shall not be liable for any loss or damage, or any costs, expenses or other claims including without limitation:(i) loss of profit: (ii) loss of business; (iii) loss of revenue; (iv) loss of goodwill; (v) loss of anticipated savings; (vi) loss of any data or information and/or (vii) special or indirect loss or consequential loss or otherwise which arise out of any Consultation or in connection with this Agreement.

7.3 Nothing in the Agreement excludes or limits Third Bridge’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.

8.Third Parties

8.1 Subject to clause 8.2, the parties confirm their intent not to confer any rights on any third parties by virtue of the Agreement. The Contracts (Rights of Third Parties) Act 1999 (“Third Party Rights Act”) shall not apply.

8.2 Subject to clauses 8.3 and 8.4, Clients may rely upon and enforce your compliance with the terms of clauses 2.1, 2.2 and 2.3 (Confidential Information), 3 (Your Obligations), 4 (Intellectual Property) and 5 (Data Protection and Telephone Recording).

8.3 The third party rights referred to in clause 8.2 may only be enforced by the relevant third party with the prior written consent of Third Bridge and subject to and in accordance with the provisions of the Third Party Rights Act and all other relevant terms of this Agreement.

8.4 Notwithstanding any other provision of the Agreement, Third Bridge may vary any of the provisions of the Agreement in any way without the consent of any third party. Section 2(1) of the Third Party Rights Act shall not apply.

9. Miscellaneous

9.1 No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes consent to any subsequent breach.

9.2 In the event that any part or provision of this Agreement is determined by any court or other competent authority to be invalid, unlawful, or unenforceable to any extent, it shall to that extent be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.

9.3 This Agreement is binding upon and will inure to the benefit of the parties' respective successors and assigns. You may not assign or sub-contract your rights or obligations under this Agreement to any third party.

9.4 Clauses 2.2, 2.3, 3.1(p), 5.1, 6, 7, 8 and 9 shall survive the expiry or termination of this Agreement. Termination of this Agreement shall be without prejudice to the rights and obligations accrued by either party prior to termination.

9.5 If you are an interpreter engaged by Third Bridge to interpret on a Consultation you are bound by these Terms and Conditions (except for clause 6) and you will be paid as agreed between Third Bridge and you or, if applicable, your employer.

9.6 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by English law and without prejudice to Third Bridge's right to take proceedings before any other court of competent jurisdiction, the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

Last revised 28.04.2017