The Terms & Conditions and Compliance & Non-Disclosure Agreement govern the business relationship between Experts and Bright Green Partners B.V. and all its subsidiaries and affiliated companies. They represent a legally binding contract and must be respected by both contracting parties. Expert shall mean individuals who have special expert knowledge and who are willing to offer their expertise to the customers of Bright Green Partners (“Expert”).
1.1 By accepting the Terms & Conditions and Compliance & Non-Disclosure Agreement, Experts agree to join the Bright Green Partners Expert Network, a network of individuals who have special expert knowledge and who are willing to offer their expertise to the customers of Bright Green Partners.
1.2 Experts who register with the Bright Green Partners Expert Network give their assurance that the biographic information supplied is correct and undertake never to disseminate false or misleading information to Bright Green Partners and its customers.
2.1 Experts can participate in consultations on a project by project basis and are allowed to accept only those requests that do not raise a conflict of interest and that relate to subjects they are allowed to discuss without violating any legal or contractual obligations with third parties.
2.2 Experts have the right not to share knowledge relating to topics which may cause a conflict of interest for them.
2.3 Experts shall give their assurance that they are not registered and/or working as financial advisors/investment advisors and that they are not acting as intermediaries, agents or representatives of a financial advisor/investment advisor.
Experts undertake not to offer any investment, legal, medical, accounting or other regulated advice. This obligation also relates expressly to consulting and trading recommendations (purchase, sale or other forms of trade) in relation to securities of any kind.
3.1 Experts give their assurance that they are not Bright Green Partners employees nor predominantly working for Bright Green Partners.
Experts are solely responsible for the taxation of their income and the payment of contributions to social security institutions.
3.2 Remuneration is agreed with Bright Green Partners on a project-by-project basis. Experts shall submit Expert Payment Details. (“EPD”) or invoices for consultations within four weeks of the consultation. The first ten minutes of the consultation should be used by both parties to clarify the scope of the project. Should the call be terminated within the first 10 minutes (by either party), then payment will not be processed.
3.3 Experts are not entitled to claim payments for invoices/EPD that are not submitted within four weeks after the consultation. Costs of payment transactions are to be borne by the Expert. Invoices are valid for payment only with the inclusion of correctly completed Expert Payment Details. In case incorrect bank account information is provided, Bright Green Partners is at liberty to charge a flat rate sum of €25.00 for costs related to incorrect transactions and to offset this against the remuneration of the Expert.
4.1 Experts shall maintain secrecy in respect of all confidential information communicated or made accessible to them by Bright Green Partners and its customers after the end of a consultation
4.2 Experts are under no circumstances permitted to reveal or pass on their knowledge of any information which may be confidential or protected by law and/or regulations.
4.3 Experts are under no circumstances permitted to use confidential information for any other purpose than the purpose agreed between the parties, and they shall not use the confidential information in violation of applicable security laws.
4.4 Confidential information within the meaning of this agreement is (a) all verbal or written operating and business secrets, documents, and other information and materials with which experts are entrusted for the execution of the project and which are labelled confidential or whose confidentiality results from its subject matter or other circumstances; and (b) the services commissioned and other work results.
4.5 Experts undertake to treat all confidential information directly or indirectly acquired by them in strict confidence and not to pass such information on to third parties without the prior written permission of Bright Green Partners. This does not apply to confidential information that Experts are required by applicable mandatory laws to disclose to public authorities, provided that Experts have informed Bright Green Partners in advance thereof.
4.6 All verbal or written business information, documents and other materials with which experts are entrusted for the execution of the project are confidential and cannot be passed on to or shared with any third parties without the prior written permission of Bright Green Partners. Documentation issued as well as work documents and materials are to be returned or destroyed on request. Bright Green Partners may request verification of the destruction.
5.1 Data Protection. Bright Green Partners processes personal data of Experts in accordance with applicable data protection laws.
5.2 Recording and Transcription. For the purposes of quality assurance, internal documentation, compliance, improving Bright Green Partners’ services, knowledge management, training of team members, and creation of client deliverables, Experts acknowledge and expressly consent that:
Where required by applicable law, Bright Green Partners will inform participants at the beginning of a call that the call is being recorded.
5.3 Ownership of Recordings and Work Product.
All recordings, transcripts, summaries, notes, analyses, reports, and other materials created in connection with a consultation (the “Consultation Materials”) shall be the exclusive property of Bright Green Partners from the moment of their creation.
To the extent legally permissible, the Expert hereby assigns to Bright Green Partners all rights, title, and interest, including any intellectual property rights, in and to the Consultation Materials.
Experts waive, to the extent permitted by law, any moral rights or similar rights in relation to the Consultation Materials.
5.4 Use of Recordings and Content. Bright Green Partners may:
Bright Green Partners shall not disclose the identity of Experts to clients or third parties without prior consent, except where required by law.
5.5 Confidentiality of Identity. Unless otherwise agreed in writing, Experts’ names shall not be disclosed in client-facing materials. Insights may be used on a non-attributable basis.
Retention. Consultation Materials may be retained by Bright Green Partners in accordance with its internal retention policies and applicable legal requirements.
6.1 Bright Green Partners is exclusively entitled to all rights to the services, work results, and Consultation Materials provided or generated in the framework of a consultation. All associated documents and data carriers shall become the property of Bright Green Partners at the point at which they come into existence.
6.2 Bright Green Partners has the sole right to use, reproduce, adapt, commercialize, sublicense, or otherwise exploit such works and Consultation Materials as it sees fit.
6.3 The Expert acknowledges that remuneration agreed for the consultation constitutes full consideration for the assignment of rights described in this Section.
7.1 Bright Green Partners reserves the right to change the Terms & Conditions and Compliance & Non-Disclosure Agreement from time to time by posting the amended version on the website of Bright Green Partners. All changes are effective upon publication and communication to Experts, provided that Experts have not disagreed in written form within a period of four (4) weeks after publication. If Experts disagreed, Bright Green Partners shall be permitted to de-register Experts and to cancel the Bright Green Partners Expert Network membership accordingly.
7.2 Both Bright Green Partners and Experts shall have the right to cancel Bright Partners Expert Network membership without giving reasons and with immediate effect.
7.3 If any of the provisions of the Terms & Conditions and Compliance & Non-Disclosure Agreement is null and void, the Terms & Conditions and Compliance & Non-Disclosure Agreement remains for the rest. However, Bright Green Partners and the Expert agree to immediately replace the invalid provision by an as closely as possible, legally permissible provision.
8.1 Confidentiality of Introductions. The Expert acknowledges that the identity of any client introduced by Bright Green Partners, the fact that such introduction has taken place, and the existence, subject matter, and status of discussions facilitated by Bright Green Partners constitute confidential information of Bright Green Partners.
The Expert shall not disclose such information to any third party without prior written consent from Bright Green Partners.
8.2 Non-Circumvention
In consideration of being introduced to clients by Bright Green Partners, the Expert agrees that for a period of twenty-four (24) months from the date of each client introduction, the Expert shall not, directly or indirectly (including through any affiliate, subsidiary, advisor, agent, employer, or related entity):
any agreement, engagement, collaboration, employment relationship, advisory role, or transaction with the introduced client relating to:
Any such engagement shall be conducted exclusively through Bright Green Partners unless otherwise agreed in writing.
8.3 Pre-Existing Relationships
The restriction in Clause 8.2 shall not apply where the Expert can demonstrate with written evidence that:
8.4 Fee Protection
In the event of a breach of this Section 8, the Expert shall be liable to Bright Green Partners for damages equal to the service fee, commission, or other compensation that would have been payable to Bright Green Partners had the engagement been conducted through Bright Green Partners.
This shall be without prejudice to any additional legal remedies available under applicable law.
8.5 Survival
The obligations set out in this Section 8 shall survive termination of Expert Network membership and shall remain in effect for the duration specified above.
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