TERMS AND CONDITIONS OF USE
NOW THIS DEED WITNESSES AS FOLLOWS :
The company TGR Research is a Simplified Joint Stock Company (SAS) with a capital of 367.500 euros, registered at the Paris Registre du commerce et des sociétés (Trade Register) under company registration number B 497 537 464, and its head office is located at 34 rue du mont Thabor, 75001 Paris (hereafter referred to as the “Company”).
In particular, it is organizing through and for the benefit of its clients interviews (telephone conferences and on-the-spot interviews), master classes, seminars or conferences on specific topics.
The Company therefore offers its clients opportunities for discussion, information exchange and consultation with contributors (hereafter specified as the “Experts”) whom the Company proposes and the clients select.
The Company uses the website www.tgr-research.com for its clients and it uses the website www.tgr-network.com for the purposes of registering and listing its contributors.
Article 1 : DEFINITIONS
Under the present terms and conditions of use (hereafter referred to as “Terms and Conditions of Use”, the terms and expressions written with an upper-case initial shall, unless expressly stated to the contrary, have the sense attributed to them in this article.
Activity : means the organization by the Company of telephone conferences, interviews, master classes, seminars or conferences on specific topics for its clients.
The conversations (by telephone or otherwise) that may occur between a client and one or several Expert(s) shall be exclusively oral and, for all practical purposes, shall resemble interviews.
The information exchanged, which shall never be of a confidential nature, shall be identical to that likely to be circulated during a symposium, lecture or seminar.
The analyses provided shall be the personal opinion of the Expert and shall never represent recommendations or professional advice likely to compromise its author or TGR Research.
Client(s) : means the client(s) of the Company wishing to engage in discussion, conversation, information exchange with a Company Expert.
Expert(s) : means the contributor(s) registered on the TGR Network website and willing to participate in (a) telephone conference(s), (an) interview(s), (a)master class(es), (a) seminar(s) or (a)conference(s)organized by the Company as part of its Activity ;
These contributors, being physical or legal persons, can participate in the Activity in a professional or non-professional capacity, and can, on principle, carry on any other salaried employment, liberal profession or self-employed activity ;
Interview(s) : means the telephone conference(s), conversation(s), master class(es), seminar(s) or conference(s) organized by the Company as part of its Activity ;
Network : means the network of TGR Research or the body of Experts registered on the TGR Network website ;
Article 2 : OBJECT
The purpose of the present Terms and Conditions of Use is to establish the terms and conditions under which an Expert shall be called upon to participate.
Article 3 : DETAILED PRACTICAL SPECIFICATION OF THE ACTIVITY
3.1. The stages from registration by the Expert up to his/her possible participation in an Interview are as follows :
— Registration and listing of Experts on the website www.tgr-network.com ;
— A Client requests an Interview ;
— The Company conducts a search for one or more professional profile(s) matching the Client’s expectations ;
— The Company puts forward for the Client’s consideration details of the Expert(s) who have agreed in principle to the arrangement of the Interview in question (their identities and contact details not being disclosed to the Client at this stage) ;
— The Client makes his/her selection from among the proposed Expert profiles;
— On reaching agreement on the date and time of the Interview, the Company informs the Client of the identity and contact details of the Expert(s) ;
— The Client contacts the Expert(s) by telephone ;
— On completion of each Interview, the Expert informs the Company, via the TGR Network website, of the time spent during the Interview for the purposes of financial compensation (see article 7 below). The Client also confirms the duration of the Interview
3.2. The Expert is always free and under no obligation to give reasons for :
— Accepting or rejecting the Interview topics that are proposed to him/her ;
— Accepting or turning down any Interview ;
— Refusing to answer any question during the Interview ;
— The organization of his/her timetable ;
— The tenor of his/her discourse (the Company exercises no control over the form or the content thereof) ;
— Leaving the Network at any time and with immediate effect ;
— Therefore, and taking the above into account, no sanction, financial or otherwise, shall be imposed on the Expert by the Company on whatever grounds.
The Expert is under no obligation to report back to the Company following the Interviews in which he/she has taken part.
Article 4 : THE INTERVIEW – NATURE OF THE EXCHANGES
4.1. The Client asks the Expert questions.
The Client wishes to be informed by the Expert of the problems affecting the Expert’s profession, of the stakes, risks, developments it involves.... of topical issues in his/her sector...
The Expert’s reply shall be formulated solely with regard to :
- his/her practical and professional experience
- his/her personal impressions regarding his/her sector and his/her market
- his/her own view of his/her professional world
4.2. The information exchanged shall be of a general nature and shall never be confidential or privileged information.
Therefore, the Expert shall never disclose information which, to his/her knowledge, is covered by any trade secrets whatsoever.
Furthermore, in case the Expert is an employee, he/she shall not talk on behalf of its employer and shall not disclose any information related to its current employer. Experts shall give their personal opinion.
4.3. The Expert does not have to advise or make recommendations to the Clients, but simply to share with them his/her personal opinion and perspectives on topics relating to his/her professional activity.
The Interview, therefore, shall in no way serve the purpose of furnishing or passing on advice or recommendations of any kind.
For this reason, in particular, the Expert shall refrain from replying to or adopting a position on questions relating to the feasibility, profitability or to the appropriateness of any transaction envisaged by a Client.
The Expert shall not reply to (a) Client(s) seeking such advice or recommendations and shall inform the Company immediately in the event of such an occurrence.
The purpose of the Interview shall in no way be to facilitate an Expert in carrying on either directly or indirectly a regulated activity (an activity involving for example registration with a professional order such as that of lawyers, doctors, ... or an activity that is the subject of a specific body of regulations, hereafter referred to as "Regulated Activity").
Therefore, an Expert who usually carries on a Regulated Activity shall not carry on either wholly or in part his/her Regulated Activity during the Interview.
The Activity carried on will therefore be separate from any Regulated Activity whatsoever as may be habitually and concurrently carried on by the Expert.
Article 5 : OTHER DECLARATIONS AND OBLIGATIONS SPECIFIC TO THE EXPERT
5.1. The Expert guarantees the Company that he/she can legally register on the website www.tgr-network.com in order to take part in Interviews.
The Expert confirms to the Company that there is no legal, regulatory or contractual measure in place, which prevents or restricts him/her from such a registration, such a listing or from carrying on the activity of Expert. Should it be otherwise, the Expert declares that he/she has sought and obtained the necessary authorizations.
In carrying on the Activity, the Expert undertakes to comply with the legal and regulatory measures in force however these may apply to his/her contribution as well as with all contractual commitments by which he/she may be bound, (e.g. compliance with contractual measures binding him/her to an employer if he/she is a salaried employee, compliance with the principles of confidentiality by which he/she may be contractually or legally bound, compliance with any possible code of ethics, ...).
If the Expert is in any doubt whatsoever about the (legal, material, etc.) possibility of his/her being able to take part in an Interview, he/she shall refuse to participate in it.
In particular, the Expert shall not take part in Interviews if he/she has grounds to fear a conflict of interest or the violation of an obligation of confidentiality. For instance, the Expert shall not talk to a direct competitor of his/her employer if he thinks a conflict of interest may arise. An Expert shall not partipate to any Interview concerning his/her employer.
5.2. The Expert undertakes not to disclose to any third parties the identity of the clients, the topics discussed and the questions asked during Interviews.
The Expert undertakes to treat as strictly confidential all information concerning the Interviews conducted.
The Expert agrees to maintain the confidentiality of all information supplied by the Client until such information becomes known to the public generally and except to the extent that disclosure may be required by law, regulation or legal process.
The Expert agrees not to use any such information or materials except as contemplated by this agreement for the purposes of providing Activity to the Client and not to take any other action inconsistent with the confidential nature of such information and materials.
The Expert recognizes his direct contractual liability towards the Client in case of any use, disclosure or breach of confidentiality.
The Expert agrees that, either upon learning of, or upon a showing by the Client of, any threatened or actual unauthorized use or disclosure of such information or materials by the Expert’s employees, to the extent permitted by law, the Expert will notify the Client thereof and will cooperate as reasonably requested by the Client to prevent or curtail such threatened or actual unauthorized use or disclosure.
5.3. The Expert shall himself/herself establish his/her status, i.e. the capacity in which he/she participates in the Interview with regard to TGR Research.
The Expert shall himself/herself establish whether he/she participates in a professional or a non-professional capacity. If the Expert participates in a professional capacity, he/she shall satisfy the legal obligations particularly in relation to the obligation to register with and become affiliated to the social security agencies (including Urssaf) and to provide a Siret (Trade Register) number.
The Expert may possibly carry on a number of distinct professional activities concurrently and shall register each of these activities with the appropriate agencies. The Expert alone shall be responsible for deciding whether or not to undertake new registrations.
The Company shall in no way be held responsible if an Expert fails to register with the social security and tax authorities, or if an Expert supplies them with an incorrect registration or declaration.
5.4. The Expert solemnly undertakes to comply with the Terms and Conditions of Use in their entirety and, in particular, with the stipulations in articles 4.1. and 4.2. above. Therefore, the Expert expressly undertakes never to furnish advice or recommendations or to carry on a Regulated Activity during the Interviews.
5.5. The Clients shall remain the clients of the Company and the Expert undertakes never to contact the Company’s Clients directly unless he/she is invited to do so by the Company.
5.6. The Expert undertakes to supply accurate information to the Company when he/she registers.
5.7. The Expert expressly authorizes the Company to disclose on its websites, tgr-network and tgr-research, the principal features of his/her professional profile (with the exception of his/her identity, personal and/or professional contact details and the name of the company employing him/her). The aforementioned websites shall refer solely to the Expert’s job title, sector, level of experience and age.
The Expert expressly authorizes the Company to disclose to its Clients the principal features of his/her professional profile (with the exception of his/her identity and contact details) for the purposes of allowing the Clients to make an informed selection prior to the arrangement of an Interview ;
The Expert, once he/she has agreed to the arrangement of an Interview, authorizes the Company to communicate his/her identity and personal contact details to its Client interested in the aforementioned Interview ;
5.8. The Expert undertakes to notify the Company of any changes to his/her position as listed on the TGR Network website.
5.9. The Expert shall comply, at all times, with all legal provisions, laws and regulations.
In connection with the performance of services to Client, the Expert will not pay, offer, promise, or authorize, directly or indirectly, any money or thing of value to any government official or employee or any political party or candidate for political office, or any employee or official of a public international organization, for the purpose of inducing or rewarding any favourable action or obtaining any improper advantage in any commercial transaction or in any governmental matter.
Expert is aware of the fact that Client desires to remain in compliance with applicable laws and regulations regarding knowledge and use of material non-public information (including such information generated by governmental entities) and price sensitive information with respect to publicly traded securities, including debt securities (“Information”). In the event that Expert has knowledge of, or during the course of its communication with Client comes into possession of, Information bearing upon the work that the Expert is performing for Client, Expert shall immediately notify Client of such fact to enable Client to determine if it is willing to receive communications from the Expert which are informed by or is based upon the Information (“Advice”). :
(1) In the event that Client declines the Advice, the Expert shall not communicate in any manner whatsoever any communication or Advice to Client.
(2) Inquire of Client, without disclosing the substance or content of any such Information, whether Client is willing to receive all or part of the communication. The Expert will thereafter conduct himself in accordance with Client’s response.
Article 6 : OBLIGATIONS OF THE COMPANY
6.1. The Company undertakes to comply with the body of legal obligations by which it is bound, in particular in relation to the use and the holding of information recorded in its databases.
Therefore, the Company accepts, in accordance with the law number 78-17 of 6 January 1978 relating to Computing and Liberties, that Experts have the right to oppose (art. 26 of the law), to access (art. 34 to 38 of the law) and to correct (art. 36 of the law) the data held about them.
No fees shall be charged.
The Company undertakes not to communicate or surrender to third parties the data transmitted by the Experts without their prior authorization (the "opt-in" system). This authorization may be given by simply clicking the relevant box(es) when registering.
6.2. The Company exercises no control over :
- the validity and the appropriateness of Clients’ requests ;
- the content and the conduct of Interviews about which it has no knowledge whatsoever.
The Company shall therefore not be held responsible on these grounds.
6.3. The Company does not guarantee in advance the Expert’s participation in any Interview. A Registration may remain inactive without the Company incurring any obligation to compensate the Expert financially.
6.4. The Company keeps confidential all information related to Interviews (topics, names, ....).
Article 7 : FINANCIAL ARRANGEMENTS
7.1. The Expert registers and is listed free of charge on the TGR Network website.
7.2. The Expert chooses on registration the method and amount of financial compensation which he/she deems appropriate in exchange for his/her participation in the Interview.
The Company may question the rate of compensation chosen by the Expert if it considers it too high in relation to the Expert’s personal and/or professional qualifications.
The time spent in the Interview only shall be compensated. Any preparatory work that may be carried out in advance shall not be taken into account or compensated.
If the Client contests the time spent in an Interview with the Expert, the dispute shall be submitted to arbitration by the Company.
The Company shall, on completion of the Interview, forward a cheque to the Expert or arrange payment to him/her via bank transfer.
7.3. The Expert expressly authorizes the Company to make out its own invoices in his/her name and on his/her behalf in accordance with the instructions provided at the time of his/her registration (Siret number, Siren, liability or otherwise for VAT, ...).
Article 8 : DURATION AND TERMINATION – AMENDMENT TO THE TERMS AND CONDITIONS OF USE
8.1. Registration shall remain valid until unsubscription by the Expert. The Expert is free at any time to unsubscribe from the Network by simply emailing the Company to that effect.
8.2. The Company remains free to amend unilaterally its Terms and Conditions of Use. In such an event, the Experts shall be obliged to accept the new Terms and Conditions of Use if they wish to take part in Interviews.
In the absence of the Experts’ express agreement to the new Terms and Conditions of Use, participation in an Interview alone will constitute tacit acceptance of the new terms and new conditions.
Article 9 : INDEPENDENCE OF THE STIPULATIONS
If an individual stipulation under the present Terms and Conditions of Use is rendered void, this shall not affect the validity of the remaining stipulations in the Terms and Conditions of Use as a whole, provided that the Company undertakes to replace this void stipulation with a written lawful stipulation corresponding to the spirit and the purpose of the former and carrying an equivalent force.
Article 10 : LAW APPLICABLE
(a) The Terms and Conditions of Use, their validity, their interpretation and their enforcement shall be governed in accordance with the laws of France.
(b) The parties shall make every effort to settle amicably any disagreements arising on the occasion of these presents.
Article 11 : CODE OF ETHICS
The Experts acknowledge that they have read, understood and accepted the Code of Ethics as specified on the website www.tgr-network.com.
The Experts undertake to comply with the conditions of the Code of Ethics.
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