Terms of Service - 1HourExperts

International Standard Terms of Service

The International Standard Terms of Service (the “Terms of Service”) set out the terms on which 1 Hour Experts S.L. shall provide Services to Client under any Instruction submitted by Client. By submitting an Instruction and/or accessing or using any Services, Client confirms to 1 Hour Experts S.L. that it has read and accepts the Terms of Service and agrees to be bound by these Terms of Service.

Now, therefore, the Parties agree as follows:

1. Definitions

“Client” means the entity that hires 1 Hour Experts S.L..

“Client’s Client” means any third party who Client wishes to make a party to an Interaction in accordance with these Terms of Service, including, without limitation, investors, limited partners, clients, professional advisers and co-investors of Client.

“Contact Profile” means an Evaluation Profile including the Industry Professional’s contact details.

“Direct Engagement” means (i) direct engagement(s) arranged between Client and Industry Professional, or (ii) a longer-term relationship between Client and Industry Professional(s), including, without limitation, an advisory mandate, a deal-sourcing agreement, a non- executive or executive position and Short-term and Longer-term Consultancies.

“Evaluation Profile” means profile information for an Industry Professional outlining their professional experience and perspectives they may be able to offer, but not including Industry Professional’s contact details.

“Excluded Company” means a company for which Client has notified 1 Hour Experts S.L., at the time of submitting an Instruction, that in the context of such Instruction, it does not wish to be introduced to Industry Professionals who are, at such time, employed by such company.

“Fees” means fees, commissions, bonuses or other amounts payable by Client to 1 Hour Experts S.L., including any applicable VAT and any other applicable tax thereon.

“Industry Professional” (also called Expert) means an industry professional or specialist in a certain sector, that by his professional, formative, personal or other trajectory has accumulated experience and / or specific knowledge on a subject, Sector, market, or subject of interest and to whom 1 Hour Experts S.L. proposes to introduce to Client in accordance with the Terms of Service.

“Instruction” means a communication from Client to 1 Hour Experts S.L. (including, without limitation, a Project Launch Form) requesting (i) Introduction(s) to a particular Industry Professional or type of Industry Professional, and/or (ii) any other Services to be provided by 1 Hour Experts S.L. to Client. An Instruction must relate to a clear and precise subject matter to enable 1 Hour Experts S.L. to identify Industry Professional(s) to discuss the relevant subject matter.

“Interaction” means a professional exchange between Client and Industry Professional which may be short-term or long-term in nature and take any form, including (i) a remote consultation (telephone, email or other form of electronic messaging), (ii) an in-person consultation, (iii) information provision in the form of Work Product, or (iv) Hosted Calls.

“Privileged Information” means any information that constitutes “privileged information” for the purposes of article 81 of Law 24/1988, of July 28, on the Stock Market (Mercado de Valores).

“Project Launch Form” means a written form from the Client setting out details of Introduction(s) (to a particular Industry Professional or type of Industry Professional) and/or Services it wishes to receive from 1 Hour Experts S.L.

“Quotation” means any agreement between 1 Hour Experts S.L. and Client (as supplemented or amended in writing) setting out Fees and other terms on which Services shall be provided.

“Scope” means a description of the subject matter in the context of an Interaction.

“Services” means the selection and presentation to the Client of one or more Industry Professionals in accordance with these Terms of Service. The parties may jointly and in writing extend the Scope of the Services.

“Terms of Engagement” means the agreement between 1 Hour Experts S.L. and the Client which establish the conditions in which 1 Hour Experts S.L. will provide its services to the Customer upon request presented by this one.

“Translation Services” means translation services provided in connection with Interactions arranged by 1 Hour Experts S.L. on behalf of Client.

“Work Product” means a written report (in any form, including, without limitation, a survey, study or in-depth report) or any other written materials summarizing, documenting or relating to Interaction(s) or Hosted Calls that have taken place between the Client and a Industry Professional.

2. Service Scope And Limitations

2.1. Client acknowledges and agrees that:

(A) Industry Professional is an independent contractor and is not an employee, representative or agent of 1 Hour Experts S.L. and any information provided by him/her constitutes the opinion only of such Industry Professional;

(B) Industry Professional is solely responsible for determining whether his/her participation in Interactions is appropriate and permissible and does not produce a conflict of interest or breach of any other legal and / or contractual obligation applicable to the Industry Professional. Industry Professional and 1 Hour Experts S.L. are free in their sole discretion to decline an Instruction at any time and, once participating in an Interaction, are under no obligation to continue or complete it;

(I) providing financial, accountancy, investment, legal, medical or other professional advice; and

(II) answering any questions and/or participating in an Interaction if: (A) doing so could give rise to (i) a breach of applicable laws or regulations or any agreement to which Industry Professional is a party, (ii) a conflict of interest on the part of Industry Professional, (iii) a breach of a duty of confidentiality or any other obligation owed by Industry Professional to any third party, (iv) the disclosure of any Inside Information, or (v) the disclosure of any trade or professional secret; (B) such Interaction includes any specific examination of a company of which Industry Professional is an officer, director or employee; (C) Industry Professional is a director, officer or other employee of a company or organisation that has made or is subject to a tender offer, or is employed by an entity that has acted on behalf of a company or organisation in connection with such tender offer, while the tender process is taking place; (D) Industry Professional is an auditor and the Interaction focuses on companies or organisations he/she currently audits or has audited in the last three years; (E) Industry Professional is a doctor or medical professional participating in a clinical trial and the results of such trial have not been made public; or (F) Industry Professional has worked in the accounting or finance department of any company within the last six months, and questions in the context of the Interaction pertain in any way to accounting or financial issues relating to that company; You know that by participating you are violating any law or regulation or breach of any agreement or obligation against a third party (eg person, employer, former employer or otherwise); G) your participation in the Interaction could lead to a professional, regulatory or ethical conflict, or would result in a breach of an obligation of confidentiality to which you are subject; H) is a director, officer or employee of a company or organization that has made or is going to make a public tender offer (or equivalent process in any jurisdiction); I) is an employee of an entity that has acted in Name of a company in relation to such offer or offer to purchase. For these purposes a “public offer” shall mean an offer to purchase part or all of the shares of any company; J) in a personal capacity, has ever been convicted of a felony, has been subject to sanctions imposed by any jurisdiction, has been the subject of an investigation by a securities regulator or other regulatory authority or as a defendant in any proceeding where fraud Or violation of laws or regulations is subject to such procedure; K) is a member of the armed forces of a country.

III) 1 Hour Experts S.L. does not, and will not, provide any representation, warranty or undertaking, and no responsibility or liability is or will be accepted by it, in respect of: (i) the appropriateness (including non-existence of conflicts), legality or suitability of (A) any Introduction, Interaction or Hosted Call, or any matters discussed therein, or (B) the participation of Client or Industry Professional in any Introduction or Interaction; (C) the completeness, reliability, legality, intellectual property rights, accuracy or predictive value of any documentation or any other materials in any format provided to Client by either Industry Professional or 1 Hour Experts S.L., including, for the avoidance of doubt, (i) any responses provided leading up to, during and following any Introductions or Interactions, (ii) any information provided in accordance with clause 2.1 and/ or contained in Evaluation Profiles and Contact Profiles supplied to Client, and (iii) Work Product provided to the Client; (D) Industry Professional’s compliance with his/her obligations and undertakings under the Terms of Engagement; (E) the accuracy or completeness of any Translation Services provided to Client during Interactions; (F) Evaluation Profiles and Contact Profiles are supplied for Client’s reference only, such profiles may be amended or withdrawn by 1 Hour Experts S.L. at any time and 1 Hour Experts S.L. has absolute discretion concerning the contents of such Profiles.

2.2. Subject always to each of 1 Hour Experts S.L.’ and Industry Professional’s agreement, 1 Hour Experts S.L. and/or Industry Professional (as applicable) may provide to Client Work Product. Client acknowledges and agrees that such Work Product has been provided for Client’s general information only and does not contain the opinions, advice, recommendations or views of 1 Hour Experts S.L.. While such Work Product has been prepared in good faith, it is not, and does not purport to be, (i) investment, financial or legal advice or any recommendation from 1 Hour Experts S.L. or Industry Professional as to how to proceed with any business decision to be made by Client, (ii) independently verified, (iii) an accurate, comprehensive or complete summary of Interaction(s) or all relevant issues relating to the subject area of the Instruction, or (iv) a substitute for Client’s own interpretation of Interaction(s).

2.3. If Client wishes Client’s Clients to be party to an Interaction, Client shall include in the Instruction details of the identity of the proposed Client’s Client(s). Client’s Client(s) shall enter into the Terms of Service (unless they are existing clients of 1 Hour Experts S.L. who have agreed to the Terms of Service) prior to participation in any Interaction.

3. Guarantees

3.1. 1 Hour Experts S.L. undertakes and agrees that it will not reveal the Contact Profile of any Industry Professional to Client unless and until such Industry Professional has accepted the Terms of Engagement in writing, by telephone, by email or via 1 Hour Experts S.L.’ computer system.

3.2. Client undertakes and agrees that:

(A) will provide sufficient information to 1 Hour Experts S.L. in the Project Launch form regarding the subject matter of the proposed Interaction to enable the Industry Professional to decide whether he is eligible to participate in the Interaction;

(B) it will not, and will not request 1 Hour Experts S.L. to, communicate with Industry Professional in circumstances in which it knows or becomes aware that communicating with Industry Professional constitutes or would reasonably be regarded as constituting: (i) a breach of applicable laws or regulations or any agreement to which Client or Industry Professional is a party; or (ii) a conflict of interest on the part of Industry Professional; or (iii) a breach of a duty of confidentiality or any other obligation owed by Client or Industry Professional to any third party; (iv) it will not request an Introduction to any Industry Professional who Client knows is a director, officer or employee of any of Client’s direct competitors; (v) it bears and will continue to bear full and sole responsibility for its own business and investment decisions and will not base such decisions on any information obtained from 1 Hour Experts S.L. or any Industry Professional (including, for the avoidance of doubt, Work Product supplied to Client);

(C) it will not solicit or attempt to solicit, and will not request 1 Hour Experts S.L. to solicit or attempt to solicit, from any Industry Professional any: (i) financial, accountancy, investment, legal, medical or other professional advice; or (ii) proprietary or confidential information or any information which Client could anticipate would reasonably be regarded as such; or (iii) Inside Information; or (iv) trade or professional secret; (For the avoidance of doubt, Client is and will at all times remain solely responsible for ensuring compliance with the requirements of this clause.

(D) in the event it comes into possession of any Inside Information, Client will act in accordance with applicable law and regulations as a possessor of such information;

(E) it will not disclose the identity of any Industry Professional or any information which could identify such Industry Professional without the prior written consent of each of 1 Hour Experts S.L. and the relevant Industry Professional;

(F) without prejudice to clause 8, it will not disclose, sell, market, license or assign any information obtained through Interaction with Industry Professional(s) to any third parties without the prior written consent of each of 1 Hour Experts S.L. and the relevant Industry Professional;

(G) that, following receipt of an Industry Professional’s Evaluation Profile, Client will not arrange any Interaction directly with such Industry Professional unless and until it has received his/her Contact Profile from 1 Hour Experts S.L.;

(H) it will not arrange any Interaction directly with a Industry Professional and/or enter into any separate business arrangement with such Industry Professional within one year of being introduced to by 1 Hour Experts S.L. unless it provides 1 Hour Experts S.L. prior written notice of the same setting out details relating to the Scope of services to be provided by Industry Professional. In case of breach of this obligation, 1 Hour Experts S.L. shall be entitled to claim an amount equivalent to twenty percent (20%) of the remuneration or value offered to the Expert.

(I) it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption. Client will not engage in any activity practice or conduct which would constitute an offence under any Anti-Corruption Laws.

4. Fees and Taxes

4.1. Client shall pay a price to receive the Services as indicated in the Quotation submitted by 1 Hour Experts S.L.. Client shall pay the invoiced amounts within the period established in the Quotation. For the avoidance of doubt, all payments received by 1 Hour Experts S.L. are non-refundable.

4.2. Fees are payable free of any withholding or deduction in respect of any taxes or duties. If Client is required by law to withhold or deduct tax and such withholding tax or deduction is not reduced or removed, 1 Hour Experts S.L. shall be entitled to increase the amount of the invoice so that after any withholding or deduction 1 Hour Experts S.L. receives and retains a net sum equal to the amount of fees Client owes to 1 Hour Experts S.L..

5. Responsability

5.1. 1 Hour Experts S.L. shall under no circumstances whatever be liable to Client (including negligence) for any direct loss or any indirect or consequential loss or damage of any kind arising under or in connection with these Terms of Service, any Quotation or otherwise; y (b) 1 Hour Experts S.L.’s total responsabilities shall in no circumstances exceed any Fees payable or paid by Client for the Interaction in respect of which such liability arises.

5.2. 1 Hour Experts S.L. is not and will not be liable to Client for any acts or omissions of any Industry Professional unless such acts or omissions occur for causes attributable to 1 Hour Experts S.L.. Likewise, 1 Hour Experts S.L. will not be responsible for the quality or quantity of information provided by the Experts.

5.3. Neither of the Parties shall be liable for any loss or damage suffered or incurred arising from its delay in performing or failure to perform its obligations hereunder to the extent that and for so long as such delay or failure results from any cause or circumstance beyond its reasonable control (an “Event of Force Majeure”), provided: (a) the same has not arisen as a result of its negligence; and; (b) it promptly upon becoming aware of such Event of Force Majeure notifies the other Party of the manner and extent to which its obligations are likely to be prevented or delayed. If any Event of Force Majeure occurs, the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the Event of Force Majeure, provided that the Parties shall use all reasonable endeavours to minimise the effects of any Event of Force Majeure. For the avoidance of doubt, if the performance of an obligation is affected by an Event of Force Majeure, the Party not being delayed in or prevented from performing its obligations hereunder by the Event of Force Majeure may in its absolute discretion agree that such obligation no longer needs to be performed and any fee for such performance shall be adjusted accordingly.

5.4. Except as set out herein, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms of Service and any Quotation.

6. Data Protection

Client, as transferee and responsible for the treatment of the data of the Expert or Experts communicated by 1hourexpert.com in execution of the Services, shall comply at all times comply with all applicable data protection and privacy legislation, including the the principles and obligations of Organic Law 15/1999, of December 13, regarding the processing of all Industry Professional personal data.

7. Confidentiality

7.1. Each of 1 Hour Experts S.L. and Client will keep confidential and will not disclose to any person any Confidential Information (as defined below), whether in written or any other form, disclosed to either of them by each other or by or on behalf of another party (each, a “Disclosing Party”).

7.2. “Confidential Information” includes (i) the existence and terms of any Quotation, the Terms of Service, any Work Product, and any documents or arrangements relating to the provision of services under such documents, (ii) the identity of Client and Industry Professional, (iii) any Instruction, Interaction or matters disclosed therein and (iv) information which is identified as confidential or is clearly by its nature confidential including, without limitation, trade secrets, information and data relating to existing or potential clients, information relating to products, financial information, marketing and sales information or any information which the receiving party has been informed is confidential or which it might reasonably expect the disclosing party would regard as confidential, including any proprietary and confidential information of third parties.

7.3. Notwithstanding clause 7.1: (a) Client or 1 Hour Experts S.L. may disclose Confidential Information under conditions of confidentiality to (i) its respective officers, directors or employees, or (ii) Industry Professionals but only to the extent to which such disclosure is necessary for the purposes contemplated in these Terms of Service and any Quotation; and (b) either Client or 1 Hour Experts S.L. may disclose Confidential Information required to be disclosed by applicable law
or regulations, provided that the Party disclosing the information shall, to the extent permissible by law, notify the other Party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible.

7.4. Upon the written request from a Disclosing Party, each of Client and 1 Hour Experts S.L. shall return or destroy any and all Confidential Information of the Disclosing Party then in its possession or control and will not retain any copies of the same (save as required by applicable law, regulations or internal written compliance or legal policies or audit requirements).

7.5. Each of Client and 1 Hour Experts S.L. shall promptly upon becoming aware of any unauthorised disclosure, misuse, theft or other loss of Confidential Information, whether inadvertent or otherwise, give notice of the same to the other.

7.6. Confidential Information does not include information which: (a) is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by either Client or 1 Hour Experts S.L., as the case may be, or a person employed or engaged by either of them, in each case contrary to such person’s obligations of confidentiality; (b) becomes available to either Client or 1 Hour Experts S.L., as the case may be, otherwise than pursuant to these Terms of Service and any Quotation and free of any restrictions as to its use or disclosure; or (c) is independently developed by either Client or 1 Hour Experts S.L., as the case may be.

7.7. Client acknowledges and agrees that, in the context of a Hosted Call or in connection with preparation of Work Product, Interactions may be recorded (in visual and/or audio form) and/or transcribed by 1 Hour Experts S.L. or its agents with the prior written consent of both Client and Industry Professional.

7.8. 1 Hour Experts S.L. may outsource support services, such as translation or transcription services, on the basis that our suppliers agree to keep any information they receive from us confidential. By agreeing to these Terms of Service, Client consents to such outsourcing.

8. Duration and Termination
8.1. Termination of any Quotation shall be without prejudice to any other rights or remedies of each of the Parties thereunder, hereunder, or at law, and will not affect any accrued rights or liabilities of each of the Parties at the date of such termination.

8.2. The following clauses in these Terms of Service shall survive the termination of any Quotation: (a) clauses 3.2, 5, 6, 7, 10 and 17; and (b) clause 4, if there are any Fees outstanding following termination.

9. Waiver: No delay or failure in exercising any right under these Terms of Service, or any Quotation or any partial or single exercise of any right, will constitute a waiver of that right or any other rights. No consent to a breach of any express or implied term of these Terms of Service or any Quotation shall constitute consent to any subsequent breach.

10. Third Parties: The Parties confirm their intent not to confer any rights on any third parties by virtue of these Terms of Service or any Quotation. Consequently, only 1 Hour Experts S.L., the Experts and 1 Hour Experts S.L.’s Clients are authorized to be governed by the terms of this Agreement.

11. Severability: In the event that any part of the terms, conditions or provisions contained in these Terms of Service or any Quotation shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions or provisions, as the case may be, which shall continue to be valid and enforceable to the fullest extent permitted by law.

12. Assignment: These Terms of Service and any Quotation shall be binding upon and will inure to the benefit of the parties’ respective successors and assigns. Either Party shall be entitled to assign or transfer any or all of its rights and obligations under these Terms of Service or any Quotation, provided the other Party’s prior written consent is obtained.

13. Counterparts: A Quotation may be executed in any number of counterparts, each of which shall be deemed to be an original and which shall together constitute one and the same agreement.

14. Amendments: 1 Hour Experts S.L. may in good faith amend these Terms of Service from time to time on written notice of the same to Client or on publishing the new ones in the website 1 Hour Experts S.L.. A Quotation may only be amended in writing, signed by the Parties and expressed to be for the purpose of such amendment.

15. Entire Agreement: These Terms of Service and any Quotation constitute the entire agreement between the Parties and supersede all prior negotiations, communications, representations, agreements and understandings of the parties with respect to the subject matter thereof. In the event that there is any conflict between these Terms of Service and a Quotation, the terms of the Quotation shall prevail.

16. Notices: All notices given under these Terms of Service or any Service
Plan shall be given in writing and delivered to the address of the relevant Party stated at the beginning of the relevant Quotation. Notices may be delivered by hand, by first class post or by facsimile.

17. Governing Law And Jurisdiction: These Terms of Service and any Quotation shall be governed by Spanish law and the parties hereby submit to the exclusive jurisdiction of the Spanish courts of Barcelona capital.

Terms of Engagement

1 Hour Experts S.L. connects investment and business professionals for an exchange on a particular subject. To ensure that all such exchanges take place within a secure and compliant environment, we ask that all participants adhere to our Terms of Engagement which govern every Interaction with our Clients.

We therefore ask you to review our Terms Of Engagement and only accept them provided you can additionally confirm the following principles of professional conduct in relation to this Interaction.

1. Definitions

“Client” means the entity that hires 1 Hour Experts S.L..

“Contact Profile” means an evaluation profile that includes the contact details of the industry professional (Expert).

“Industry Professional” (Expert) means an industry professional or specialist in a certain sector, that by his professional, formative, personal or other trajectory has accumulated experience and / or specific knowledge on a subject, Sector, market, or subject of interest and to whom 1 Hour Experts S.L. proposes to introduce to Client in accordance with the Terms of Engagement.

“Privileged Information” means any information that constitutes “privileged information” for the purposes of article 81 of Law 24/1988, of July 28, on the Stock Market (Mercado de Valores).

“Scope” means a description of the subject matter in the context of an Interaction.

“Terms of Engagement” means the agreement between Industry Professional and 1 Hour Experts S.L., which sets out (inter alia) the expected standards of Industry Professional’s eligibility and conduct in relation to his/her participation in Interaction(s).

“Translation Services” means translation services provided in connection with Interactions arranged by 1 Hour Experts S.L. on behalf of Client.

2. Compliance Undertakings

• My participation as an Expert is permissible and does not violate any obligations owed to third parties.
• My participation in an Interaction with this particular Scope is appropriate for me, does not violate any law and does not give rise to any conflict. If during an Interaction I determine a conflict, I will discontinue my participation.
• I will not disclose information about any company of which I am currently an officer, director or employee.
• I will not disclose any material non-public information concerning a company whose securities are traded on a recognised exchange or a quoted instrument or other information I have a duty to keep confidential, or have obtained from a person who expects me to keep such information confidential, or could reasonably expect to be considered confidential.
• My role is limited to giving my opinion and information on the issues raised in the Interaction, but in no case may such information be considered as advice on investment, legal, medical, or other professional matters in the context of the Interaction.
• I agree not to disclose my participation in the Interaction, the subject matter or the identity and details relating to the Client to any third party, or to use, benefit from or deal based on any information that becomes known to me in the context of the Interaction.
• I confirm that any written material that I provide to the Client in the context of an Interaction will be fully owned or licensed by me.
• I agree that 1 Hour Experts S.L. may use my information to facilitate my participation in Interactions.

3. Terms of recruitment

3.1. General Eligibility Conditions

Our Clients need to be able to rely on the fact that, in participating in an Interaction with them, you are eligible to do so and are not violating any obligations you may owe to any third parties (e.g. your employer, former employer etc.). By accepting these Terms of Engagement, you are confirming that: (i) your participation as an individual is permissible, (ii) you have obtained all necessary and appropriate consents and waivers, and (iii) you will be acting as an independent contractor and not as an 1 Hour Experts S.L. employee, agent, representative, partner or joint venturer.

3.2. Your Biographical Information

You agree that any information you provide to 1 Hour Experts S.L. relating to your career history, perspectives and fields of expertise (“Biographical Information”) shall be true, accurate and not misleading. In particular, you confirm and agree that you will inform us of any inaccuracies or omissions in your career history summary.

You further agree that 1 Hour Experts S.L., in its absolute discretion, may share some or all of such Biographical Information with Clients in relation to possible Interactions.

3.3. Your Responsibilities before an Interaction

1 Hour Experts S.L. may contact you regarding your possible participation in Interaction(s).

Discussing a particular Scope with you merely constitutes an attempt at determining your potential suitability and 1 Hour Experts S.L. cannot guarantee you will be contacted again or indeed will engage in an Interaction with our Client as our Clients determine with whom they wish to engage in Interactions at their sole discretion.

Upon learning of a given Scope, it is your responsibility to determine whether participating in a prospective Interaction given the particular Scope is appropriate. Participation in any Interaction is always at your discretion and you may decline to participate for whatever reason. You should categorically decline participation in any Interaction if:

• you know that by participating you are violating any law or regulation or breaching any agreement with or obligation towards a third party (e.g person, employer, former employer or other);
• your participation in the Interaction would give rise to any professional, regulatory or ethical conflict, or would result in a breach of a duty of confidentiality to which you are subject;
• you are a director, officer or other employee of a company or organisation that has made or is subject to a tender offer or takeover offer (or equivalent process in any jurisdiction), or you are employed by an entity that has acted on behalf of a company in connection with such tender offer or takeover offer. For these purposes a ‘tender offer’ shall mean an offer to purchase some or all of the shares of any public company;
• in a personal capacity, you have ever been convicted of a felony, been the subject of sanctions administered by any jurisdiction, been the subject of an investigation by a securities regulator or other regulatory authority or been a defendant in any proceeding where fraud or violation of laws or regulations is alleged. You confirm that you have never been subject to any such convictions, sanctions, investigations or proceedings; or
• you are a serving member of the armed forces of any country.

Provided that you have determined that it is appropriate to participate in a prospective Interaction given the particular Scope, and our Client has requested 1 Hour Experts S.L. to schedule an Interaction, we will contact you to determine your availability and share with you our Client’s identity. At this point, if you believe the Client to be a competitor of your employer or the entity on whose board you serve or there to be any other conflict of interest, you must decline to participate.

3.4. Your Responsibilities during an Interaction

During the course of its business, our Client may carry out investment activities, including, but not limited to, buying or selling public or privately held securities. Accordingly, our Client does not wish to receive any inside or other non-public, confidential or proprietary information from you.

You agree that, while participating in an Interaction:

• you will not discuss or disclose information about a company of which you are an officer, director or employee;
• you will not disclose, and your participation in the Interaction will not otherwise result in the disclosure of, any:
• inside information or other non-public information concerning a company whose securities are traded on a recognised exchange or a quoted instrument;
• trade secret; or
• other information that you have a duty to keep confidential, or that you have obtained from any person who expects * you to keep such information confidential, or could reasonably expect to be considered confidential;
• you will not provide investment, financial, accountancy, legal, medical or other professional advice to any Client in the context of the Interaction;
• if you are an auditor or a former auditor, you will not comment on companies or organisations you currently audit or have audited in the last 3 years;
• if you have worked in the accounting and finance department of any company within the last 6 months, you will not discuss accounting or financial issues relating to that company or that company’s subsidiaries;
• if you currently serve as a government official in any jurisdiction, you will not discuss any government legislation, government regulation, government policy or government business that you are in a position to influence or vote upon;
• you will not disclose any material non-public or other confidential information relating to a live clinical trial in which you are involved; and
• you will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption.

If during an Interaction, you determine any professional, regulatory or ethical conflict, or if you identify any other reason why you may not or should not continue to participate in the Interaction, you should discontinue your participation in the Interaction and notify 1 Hour Experts S.L. immediately.

You will be paid your applicable fee for the time that you have actually spent on the Consultation plus an additional fifteen minutes. Where you become aware prior to any Consultation of any reason why you should not participate in the Consultation, you must notify 1 Hour Experts S.L. as soon as possible by email. In such event, you will not be paid for the Interaction. Where you become aware after a Consultation of any reason why you should not have participated in the Consultation or that you have disclosed Confidential Information, you must notify 1 Hour Experts S.L. as soon as possible by email. 1 Hour Experts S.L. will be entitled to notify the relevant Client(s).

1 Hour Experts S.L. reserves the right not to pay the remuneration for the following reasons: 1) in the event that the Interaction is not performed for any reason 2) an Interaction is conducted directly between the Expert and the Client without informing 1 Hour Experts S.L. prior to the Interaction; 3) do not provide 1 Hour Experts S.L. with the complete information for payment procedure and fiscal settlement note (or formal invoice) within 3 months from the completion of the successful interview; 4) If, prior to the ten (10) minutes of the interview, the Customer decides that the Expert does not comply with the Client’s specifications and 5) If at the discretion of 1 Hour Experts S.L. or the Client, the information provided by the Expert during the Interview do not meet the specifications of the Client.

You agree to conduct the Interactions diligently, professionally and to the best of your ability.

3.5. Your Responsibilities after an Interaction

Our Client relationships are an important asset. Accordingly, you agree, following your introduction to any Client by 1 Hour Experts S.L., that:

a) unless you have documentary evidence of your consulting, employment or other business relationship (a “Business Relationship”) with such Client that predates the introduction, you will not solicit, accept, or offer any kind of Business Relationship without such the express consent of 1 Hour Experts; and

b) you will in any event promptly notify us in writing of any Business Relationship with a Client that takes place within one year of your initial introduction, setting out details relating to the services and details of all related fee arrangements. In case of breach of this obligation, 1 Hour Experts S.L. shall be entitled to claim an amount equivalent to twenty percent (20%) of the remuneration or value of another benefit obtained by the Expert.

Finally, you agree to provide all reasonable assistance to 1 Hour Experts S.L. and our Client in responding to any regulatory enquiries relating to any Interaction in which you are involved.

4. Confidentiality and Proprietary Information

By participating in an Interaction, certain information (“Proprietary Information”), including but not limited to (i) the existence or subject matter of the Interaction(s), (ii) the identity and details relating to the Client, and (iii) any other confidential information or intellectual property of 1 Hour Experts S.L. or its Client (including information relating to any actual or potential investment, trading and/or any business decisions of Client), may be disclosed to you or become known to you. You agree not to disclose any Proprietary Information to any third party other than the party that disclosed it to you, or to use or benefit from any Proprietary Information (including by dealing in the securities of any company to which Proprietary Information relates, or encouraging any other person to do so). For the avoidance of doubt, you may not publicise or market your participation in Interaction(s) or your relationship with 1 Hour Experts S.L., with the Client of 1 Hour Experts S.L. although it can do it with 1 Hour Experts S.L. generally without naming the client or clients with whom it has maintained the Interviews.

You agree that any Confidential Information you access prior to, during or after an Interview or otherwise in execution of this agreement is the property of 1 Hour Experts S.L. or the Customer. You agree to keep secret and not to disclose the Confidential Information to third parties, unless it is necessary and obtain the prior agreement in each case of 1 Hour Experts S.L. and the Client; Or to the extent that a court or law requires the disclosure of the Confidential Information, in which case it will notify 1 Hour Experts S.L. if it is permitted and the Client if appropriate, as soon as possible at the time of disclosure of such information.

Failure to comply with your duty of Confidentiality may lead to serious damages for 1 Hour Experts S.L. and the Client, so that both may exercise legal action in defense of their rights and in claiming damages that their non-compliance causes them.

5. Communication with Third Parties

If you speak with any third person prior to or following an Interaction, you agree (i) to comply with your obligations relating to Proprietary Information at all times, (ii) not to compensate such person in any way for information, and (iii) to disclose clearly that you are acting on behalf of a third party (without identifying our Client). In the context of participating in Interaction(s) with our Client(s), you should neither before nor after an Interaction, consult with your contacts at any company asking them for information about that company or about the scope of the Interaction.

6. Intellectual and Industrial Property

If, in connection with an Interaction, you provide a Client with any written documentation or any other written (or otherwise documented) material (including, without limitation, reports, data, studies, charts, specifications and programmes) (“Work Product”):

a) you irrevocably and unconditionally warrant and represent that you are the sole unencumbered author, owner or holder of an appropriate, valid and sufficient licence of all rights, title and interest (including the intellectual property rights) in such Work Product;

b) you hereby grant (and you warrant that you have the right to grant) our Client a nonexclusive, irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, modify, delete and adapt the Work Product; and

c) You will indemnify and hold harmless 1 Hour Experts S.L., its Clients and any agent, service, supplier or consultant designated by 1 Hour Experts S.L. or its Clients to participate in, and conduct, an Interview, from any and all liability in connection with claims or Judicial or arbitration proceedings based on the fact that the Work Information violates any intellectual or industrial property rights of you or a third party.

The intellectual and industrial property rights of any material supplied by 1 Hour Experts S.L. to You or content on the 1 Hour Experts S.L. website belong to 1 Hour Experts S.L.. This material may not be reproduced or distributed.

You may not use the name “1 Hour Experts S.L.” or any other brand, symbol or logo of 1 Hour Experts S.L. without the prior written consent of 1 Hour Experts S.L.

7. Term and Termination

These Terms of Engagement come into force on the date of your acceptance and will continue to be in force until terminated by either party at any time upon giving written notice to the other. Following termination, you will continue to be required to comply with the items listed in this agreement, such as obligations following the Interaction, confidentiality and proprietary information, Confidentiality and Proprietary Information, Communication with Third Parties, Intellectual Property and Third Parties.

8. Liability

1 Hour Experts S.L. shall in no case be liable to the Industry Professional or Expert (including negligence cases) for (a) any loss or indirect damage arising out of or in connection with these Terms of Engagement or otherwise; and (b) 1 Hour Experts S.L.’ total liability to the Expert for any damage or direct damage caused to the Expert in the provision of the Services shall in no case exceed the amount of the remuneration to be paid or paid by 1 Hour Experts S.L. to the Expert for The Interaction in respect of which this responsibility arises.

1 Hour Experts S.L. will not be liable to the Client for damages and losses derived from acts or omissions of the Experts, unless these acts or omissions occur for causes attributable to 1 Hour Experts S.L.. Likewise, 1 Hour Experts S.L. will not be responsible for the quality or quantity of information provided by the Experts. 1 Hour Experts S.L. 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 the Expert.
Neither Party shall be liable for any loss or damage suffered or incurred as a result of its delay in complying with or breaching its obligations to the extent and for as long as the delay or breach is the result of any cause or circumstance beyond its control (“Force Majeure Event”), provided that: (a) it has not arisen as a result of its negligence; And (b) as soon as you discover such Force Majeure event, notify the other party. If a Force Majeure Event occurs, the date for compliance of the affected obligation shall be postponed for as long as necessary by the Force Majeure Event, provided that the parties make every reasonable effort to minimize the effects of Any Force Majeure Event. In the event that the performance of an obligation is affected by a Force Majeure Event, a party that does not delay or prevent the performance of its obligations by the Force Majeure Event may, in its sole discretion, decide that the Force Majeure Event is annulled. Contract or reduce the Tariff.

Unless otherwise stipulated in any specific clause of these Terms of Engagement, all warranties, conditions and other terms implied by any law or regulation, to the extent permitted by law, are excluded from this Agreement.

9. Third Parties

You agree that these Terms of Engagement are intended to benefit Clients and enable them to satisfy themselves that all Interactions occur in accordance with the Terms of Engagement, applicable laws or regulations and will not lead to the disclosure of restricted information, including inside and/or material non-public information. Apart from you, 1 Hour Experts S.L. and our Clients, no third party is entitled to rely on or enforce these Terms of Engagement.

10. Data Protection

1 Hour Experts S.L. complies with the applicable legislation on the protection of personal data. In accordance with Organic Law 15/1999, of December 13, Protection of Personal Data, 1 Hour Experts S.L. informs you that the data you provide during the process of being registered as an Expert or during the execution of this Agreement (such as name and surnames, contact information and curricular information), will be treated in order to manage their participation in Interactions. Likewise, you declare to know and expressly accept that your personal data is communicated to the Customers in order to render their services as an Expert, and that, when necessary for the provision of their services, you accept in the same way that your data is communicated To third parties, for example, as required by law or any legal process, as well as to protect and defend the rights or property of 1 Hour Experts S.L. and/or the 1 Hour Experts S.L. Clients. You are responsible for ensuring that the personal data that concerns you and that are treated by 1 Hour Experts S.L. are current and truthful.

11. Miscelánea

11.1 If at any moment, condition, or circumstance of these Terms of Engagement (or part thereof) is determined to be unlawful, invalid, void, or for any reason unenforceable, the validity and enforceability of the remaining terms, conditions and provisions (or parts thereof) shall not in any way be affected or impaired.

11.2 These Terms of Engagement constitute the entire agreement between you and us relating to the subject matter herein. In the event that there is a conflict between these Terms of Engagement and any separate acknowledgements and/or undertakings given by you to 1 Hour Experts S.L. in connection with any Interaction(s), these Terms of Engagement will prevail.

11.3 1 Hour Experts S.L. may in good faith modify these Terms of Engagement from time to time by giving notice thereof to Customer or posting on the 1 Hour Experts S.L. Web site. A Service Plan may only be modified in writing, signed by the Parties and with reference to the purpose of the amendment.

12. Governing Law And Jurisdiction

These Terms of Engagement shall be governed by Spanish law and the parties hereby submit to the exclusive jurisdiction of the Spanish courts of Barcelona capital.