Terms and Conditions of Insight Alpha and Association of
Industry Leaders
Last Updated March 31st, 2025
Thank you for joining Insight Alpha’s Association of
Industry Leaders (IAAIL). The following agreement is between you and Insight
Alpha Research & Solutions Pvt. Ltd. (Insight Alpha). This agreement you
are about to enter sets forth the Terms and Conditions of your consulting
relationship and pertains to your role as an expert with Insight Alpha. These
supersede all prior Terms and Conditions between Insight Alpha and Experts. By
submitting your application form.
IAAIL or verifying your acceptance of these Terms via the
Insight Alpha website, you agree to be an Expert in Insight Alpha and bound by
these Terms and Conditions, and all future amendments thereto.
This is a legally binding agreement, and you affirm that you
have attained the age of competency to enter into a legal contract in
accordance with the laws of your country of residence. As an IAAIL member, you
are a non-agent independent contractor of Insight Alpha. You acknowledge that
you shall not act on behalf of Insight Alpha in any fiduciary capacity nor have
any authority to act on behalf of Insight Alpha.
These Terms and Conditions describe the relationship between
Experts and IAAIL, the means of interaction with Insight Alpha’s customers
(“Clients”), payment to Experts, and the protection of material works and data
privacy. These Terms are also intended to satisfy all parties that our
activities, as well as those of our Experts and Clients, will be carried out in
accordance with applicable laws and appropriate standards of professional
conduct. The Expert is expected to read and abide by all the provisions of
these Terms and Conditions; with special regard to all the policies under the
heading “Project Policies” as it addresses important areas including protection
of confidential corporate information and financial industry regulations
restricting the disclosure of material non-public information. In certain
circumstances, it is also possible that the Client may require you to abide by
their compliance policies or adopt additional terms before participating in an
Assignment for them. You will have the opportunity to review any such
additional terms and choose whether to participate at the appropriate time.
Background
Insight Alpha’s Association of Industry Leaders is a network
of industry experts in and across sectors and countries that includes business
professionals, consultants, academics, researchers, and regulatory observers.
Insight Alpha provides IAAIL members the opportunity to provide paid consulting
services to clients of Insight Alpha. Insight Alpha’s clients include
investment managers, corporations, law firms, consultancies, and other
organizations (individually Client, collectively Clients). Based on our
Clients’ needs, Insight Alpha will contact a relevant Expert to ascertain
whether such Expert is well suited to a consulting project (“Project”).
Projects most often are conducted through telephonic conversations with Clients
and in some cases, in-person meetings are arranged depending on the
availability of the Expert.
IAAIL members who qualify for Association of Industry
Leaders Master Council (AILMC) are eligible to participate in additional type
of on-going and in-depth Projects, such as:
Client dinners, Discussion groups, Seminars, Roundtables,
Master Class, Conferences Written reports, research findings, collaboratively
written documents with multiple Experts.
Membership Policies
You are free to accept or decline any projects in your sole
discretion. You are expected to accept or decline a project within three (3)
business days and to adhere to the schedule you establish with us. You are
never under any obligation to accept a project. You should accept projects only
on topics (i) that do not present a conflict of interest; (ii) you are
permitted to discuss, under applicable law and any contractual obligations
(including employment) applicable to you; and (iii) about which you are
knowledgeable. If you are not sure about your ability to comply with these
Terms, you must decline to join IAAIL. You will also not give investment
advice, including without limitation, rating or recommending any security,
providing advice as to the value of any security, or providing any advice
regarding the advisability of investing in, purchasing, or selling any security
in connection with a Project; You also agree that if you are a doctor, you may
not give medical advice; if you are an auditor, you may not consult about
organizations that you currently audit or you have audited in the last 3 years;
if you are a lawyer, you will not give legal advice. If you become concerned
with the nature of any inquiry by a Client, you must discontinue your
participation and notify us immediately by emailing compliance@insightalpha.com
You represent that you have completed the IAAIL Tutorial.
You represent you are permitted to join IAAIL and have
obtained all necessary consents or waivers to participate as a Council Member.
If you are employed, your employer’s policies may limit your ability to engage
in outside consulting. Similarly, if you have consulting arrangements, these
may limit your ability to consult through IAAIL.
For example, prior to joining the IAAIL you must review any
employment agreements, employee manuals, codes of conduct, consulting
agreements and other similar policies and agreements to ensure you are able to
participate in IAAIL. You should also consider contacting appropriate persons
within any firm you have consulted for or your organization to confirm that
your participation is permissible and to receive any consents required. It is
your responsibility to determine whether it is appropriate for you to join
IAAIL.
You agree that you are not eligible for any Client
employment benefits based on your participation in the IAAIL and you shall not
identify any Client or Insight Alpha as your employer. You agree that you are
joining the IAAIL in your individual capacity and not as a representative or on
behalf of any other company or organization (such as past or present
employers), except as otherwise agreed in writing between such organization and
Insight Alpha. If you are unsure about your ability to comply with these Terms &
Conditions, then you must decline to participate.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY
PROJECT THAT WOULD RESULT IN A VIOLATION OF APPLICABLE LAW OR YOUR OBLIGATIONS
TO PAST OR PRESENT EMPLOYERS OR OTHER THIRD PARTIES, OR THAT PRESENTS A
CONFLICT OF INTEREST.
While there may be many limitations on the scope of your
participation and subjects you may discuss depending upon your particular
circumstances, you specifically agree that at a minimum you shall not do any of
the following at any time in connection with a Project, or otherwise in
connection with your participation in IAAIL:
• Disclose material,
non-public information about a public company;
• Disclose confidential
information about, or belonging to, past or present employers;
• Disclose information that
you have a duty or have agreed to keep confidential (e.g., by agreement,
fiduciary duty, etc.);
• Disclose information that
you obtained from any person who expects you to keep it confidential or that
you believe to be confidential;
• Disclose any trade secrets
or other proprietary information not owned solely by you.
• Consult for Clients you
reasonably believe to be competitors of the company that employs you or on
whose board of directors you serve;
• Give investment advice,
including without limitation, rating or recommending any security, providing
advice as to the value of any security, or providing any advice regarding the
advisability of investing in, purchasing, or selling any security;
• Breach an applicable
regulatory or professional standard or guideline; or
• Disclose any information
that you are otherwise prohibited from disclosing under applicable law.
Communication with non IAAIL members
If you speak with a person who is not in the IAAIL in
connection with any Project, you agree:
• Not to describe yourself as
working for or on behalf of Insight Alpha.
• To disclose to such person
that you are acting on behalf of a Client (you may disclose the type of client
firm without identifying such Client by name);
• Not to present yourself
under false pretenses or pretexts;
• To advise such person that
you are not seeking, and do not want, any confidential information, including
material non-public information;
• To advise such person that
he/she must comply with his/her existing obligations to any third parties,
including past or present employers;
• Not to pay, give anything of
value to, or otherwise compensate (or promise to do any of the foregoing) an
employee or agent of a public international organization (e.g., WHO, World
Bank, United Nations, etc.) or government owned/controlled organization, or a
government official or government agency official, or a member of a political
party, or a candidate; not to pay, give anything of value to, or otherwise
compensate such person (or promise to do any of the foregoing) to provide you
with information, or to cause such person to cease acting in good faith,
impartially, or in accordance with a position of trust;
• Not to solicit information
that you believe the person, if he/she were a IAAIL, could not disclose under
these Terms & Conditions.
Assignments, Acceptance and Scope of Projects
An Expert will be contacted by phone, SMS or e-mail whenever
Insight Alpha believes that there is a potential match between a Client’s
research interests and the Expert’s profile. Insight Alpha will conduct a brief
screening call with the Expert about the Assignment prior to determining
whether the Expert will be recommended to the Client. This screening call is
not counted as part of a paid Project. After the screening calls with Experts,
Insight Alpha will send the names of the most relevant Experts to the Client,
after which the Expert will be notified about the Client’s interest in speaking
with him or her.
Experts who are requested to participate in an Assignment
should accept or decline within 48 hours. One-on-one Project consultations
should be scheduled at a mutually convenient time with the Client within five
business days. All Projects you provide should be performed in a prompt,
focused, and professional manner.
All Consultations between Experts and Client must be
coordinated through Insight Alpha. If a Client contacts you directly, please
inform Insight Alpha immediately and we will confirm the Project for you and
the Client. We may indicate that you can schedule the Project time
independently with the Client, as long as Insight Alpha is aware of the
activity and it is logged in the Portal.
Please note that Experts are paid only for the time that
they speak with the Client. Only if the Client explicitly requests the Expert
(via Insight Alpha) to spend a certain amount of time on research or
preparation or any other work outside the scope of the Assignment, and that
approval is documented in an email, then Insight Alpha will reimburse the
Expert for that time.
You have no minimum time commitment to Insight Alpha unless
otherwise agreed to, and may engage in any employment or other consulting you
wish. Experts are never obligated to accept an Assignment, and Insight Alpha
does not guarantee a particular number or frequency of Assignments. You agree
that you may be declared ineligible for certain Assignments as a result of any
amendment or revision to our Terms and Conditions or other policies/regulations
followed by Insight Alpha.
Profile Completion
You agree to provide IAAIL with accurate and complete
biographical information, including your current job status and all prior
employment. IAAIL or its Clients may ask you for other information about
yourself, including your ability to consult on particular topics or in general.
Collectively, such information about you, as well as any information in your
Member Profile, is your IAAIL Member Information. You are solely responsible
for your IAAIL Member Information. While Insight Alpha may revise IAAIL Member
Information on your behalf based upon information provided by you or others,
you have a duty to monitor and ensure the accuracy of your IAAIL Member Information.
You agree not to accept any Project or consult with any Client unless your
Member Information is accurate, complete, and current. You will be responsible
for all activities occurring under your username and for keeping your password
secure. You should not share your account information with anyone other than
your authorized representatives. You agree to immediately notify Insight Alpha
of any unauthorized use of your password or account or any other breach of
security. Insight Alpha cannot and will not be liable for any loss or damage
arising from your failure to comply with this section.
Communication
As an expert, you agree to be contacted through any of the
phone numbers, email addresses, or other methods for which you provide contact
information in your profile. We will from time-to-time Insight Alpha may sms
and/or regarding open Projects in their sector(s) of Expertise even if there is
not apparently direct relevance, in case you may have Expertise that has not
been documented in your profile or know of relevant colleagues (and you wish to
receive a referral fee if your colleague is used on an Project).
Independent Contractor
You acknowledge that you are an independent contractor, and
not an employee of Insight Alpha, and, as a result, you agree to comply with
all applicable tax withholding and/or reporting obligations arising from any
payments made to you. You agree that you shall be personally responsible for
any and all taxes and other payments due on payments received by you hereunder.
You acknowledge that you are not representing the views of Insight Alpha/IAAIL
or acting on behalf of your current employer in your Projects with Clients.
If you establish contact with a third party in connection
with any Project, you must disclose to such person that you are acting on your
own behalf or on behalf of a client, in which case, you may not disclose the
identity of the Client or provide reimbursement of any kind to such third party
for any information given by that third party.
Termination of Membership
You may terminate your membership as an Expert at any time
by notifying Insight Alpha by email. Insight Alpha reserves the right to
terminate your IAAIL membership at any time for any reason.
Payment to IAAIL members
If applicable, each IAAIL Member is free to establish his or
her hourly rate as documented in your profile. In order to receive payment, you
must login to Insight Alpha’s secure website and submit an invoice. You can
expect to receive payment by mail within 60 working days of receipt by Insight
Alpha of a properly completed invoice. Invoices sent more than 45 days after
the completion of a project may not be honored. Insight Alpha will not accept
any faxed or mailed invoices.
You will be compensated only for the time spent on a call or
in-person with a Insight Alpha client. Unless you have received prior
authorization from Insight Alpha, you will not be compensated for any research
in preparation of or in follow-up to a project. Insight Alpha Clients cannot
authorize such additional work.
Experts will not disclose their rate of pay to Clients at
any time. We will use commercially reasonable efforts to pay you in the
currency of choice. At minimum, we guarantee payment in Rupees or US dollars by
check depending on your legal domicile status. However, Insight Alpha reserves
the right to withhold payment if there is an active inquiry regarding possible
breach of these Terms and Conditions by you during a particular Project, until
such time the inquiry is closed.
Insight Alpha will reimburse for travel time and costs,
involved for a project, only when approved in advance and in writing. Insight
Alpha is not responsible for extraordinary time and expenses related to
travel/stay that may be incurred by the Expert during a Project due to any
unforeseen contingency, such as unexpected severe weather, substantial delays,
or accidents in transportation, personal health issues, or property theft.
Insight Alpha can accommodate an alternative payment method
preferred by the Expert or set forth by an Expert's employer including direct
payment to the Expert's institution, joint payment to the Expert and his or her
employer, or payment to a charity of the Expert's choice, provided the charity
is registered with the appropriate authorities. You agree that you will be
liable for any and all fees and charges that may be incurred for processing any
payment to you by Insight Alpha.
If the circumstances so require, we may ask you, at a later
stage, to provide your tax identification number (e.g. PAN number or social
security number for individuals or EIN number for businesses in the United
States) for the payment process as well as for security reasons.
Insider Trading and Conflict of Interest
While there may be many limitations on the scope of your
participation and subjects you may discuss depending upon your particular
circumstances, you specifically agree that at a minimum you shall not do any of
the following at any time in connection with a Project or otherwise in
connection with your participation with IAAIL
- Disclose material, non-public information about a public company;
- Disclose information that you have a duty or have agreed to keep confidential (e.g., by agreement, employer policy, fiduciary duty, etc.);
- Disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential;
- Participate in any Project if doing so would violate applicable law or any agreement with -- or other obligation to -- any person, employer, former employer, or other entity;
- Disclose any trade secrets or other proprietary information not owned solely by you;
- Consult for Clients you reasonably believe to be competitors of the company that employs you or on whose board of directors you serve; or
- Give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security.
You further agree that:
- If you have worked as an officer, director, and director of a
public company within the last six months you will decline to participate in
Projects relating to that company and its affiliates.
- If you are an employee or director of a company, you will decline
to participate in Projects the topic of which is that company, and that you
will not discuss or disclose information about that company, such as its
performance, strategy, or products, without the express written consent of the
company;
- if you are an auditor or former auditor, you will not consult
about organizations that you currently audit or have audited in the last three
years;
- If you have worked in the accounting or finance department of a
company within the last six months, you will not discuss accounting or
financial issues relating to that company or its affiliates;
- If you are a director, officer or other employee of an entity
issuing securities in an initial public offering (IPO), you will decline all
Project invitations until the commencement of such offering;
- If you are a director, officer or other employee of an entity
that has made or is the subject of a tender offer, or you are at an entity that
has acted on behalf of such a company in connection with such tender offer, you
will decline all Project invitations while the tender offer process is taking
place;
- If you are a lawyer, you will not give legal advice in connection
with a Project and do not establish an attorney-client relationship with
Clients through Projects and
- If you are a healthcare professional or have another role in a
clinical trial, you agree that you will not discuss trial results or patient
experience until such information has been made public;
- If you are one of the few Council Members who are an employee or agent
of a public international organization (e.g., WHO, World Bank, United Nations,
etc.) or government owned/controlled organization or are a government official
or government agency official, member of party, or candidate, whether in the
U.S. or elsewhere, you will not discuss legislation, regulation, policy,
contracts or other business that you are in a position to vote upon or
otherwise influence. You further represent that you have not been included on
the Excluded Parties List System maintained by the U.S. General Services
Administration or the Specially Designated Nationals list maintained by the
U.S. Department of Treasury's Office of Foreign Assets Control or any other
similar list, domestic or foreign, and if your status shall change with respect
to this representation, you shall immediately notify Insight Alpha of such
event. If you become concerned with the nature of any inquiry or Project by a
Client, you must discontinue your participation.
To encourage you to err on the side of caution during your
participation in the IAAIL, you may submit a payment
request for the full time you set aside for any Project you discontinue for the
purpose of complying with these Terms & Conditions or your other
obligations.
- The cooling-off period refers to a mandatory duration during which former government
officials, employees, or affiliates of a government agency, department,
ministry, or any equivalent body are restricted from participating in any
projects with Insight Alpha after leaving their official roles. This
period is designed to avoid any conflict of interest or misuse of
privileged information. If you are currently serving in any such capacity,
you must decline to participate in any projects. The cooling-off period
varies by countries and organisations and must be observed accordingly.
- A Politically Exposed Person (PEP) is an individual who holds or has held a prominent public
position, such as a senior government official, political leader, judge,
military officer, or executive in a state-owned enterprise, as well as
their immediate family members and close associates. Due to the potential
risk of conflicts of interest or undue influence, if you are identified as
a PEP, you must decline to participate in any projects with Insight Alpha.
- If you are or have been convicted of any criminal or
fraudulent offense involving dishonesty or deception (e.g., theft, fraud,
etc.) or any other engagement that may be punishable by a prison term, you
cannot be contacted for any engagements.
- If you are currently working as a defense personnel or
anyone associated with the defense department/agency/ministry, or any
other association of equivalent nature, you cannot be reached out for any
engagement with Insight Alpha, basis the cooling-off
period which may vary by countries and must be observed accordingly.
- If you are serving as a coach, advisor,
consultant, mentor, strategic advisor, or in any contractual capacity with
a government body, your eligibility to participate in projects depends on
the nature of your engagement. If you are on direct payroll of the
government body, you cannot be invited to participate in any projects.
- If you are a teacher, lecturer,
professor, assistant professor, or any other equivalent designation in a
private or public institution, you will fall under the educationalist flag
and can be invited to participate in projects
- A Not-for-Profit Organization (NPO) or
Non-Governmental Organization (NGO) is an entity that operates independently of government
influence, typically aiming to serve a social, charitable, or community
purpose without the intention of generating profit. If you are associated
with an NPO or NGO that is autonomous—meaning it is not staffed or
established under any statutory law or act by the government—you may be
invited to participate in projects.
- You will not give investment advice, including without
limitation, rating or recommending any security, providing advice as to
the value of any security, or providing any advice regarding the
advisability of investing in, purchasing, or selling any security.
- You will not use your participation in the Insight Alpha
Network to promote any products, companies or opportunities without
consent from Insight Alpha prior to your participation in the Project.
- To maintain confidentiality, avoid
conflicts of interest, we do not allow experts to interact with other
industry experts before the consultation.
Misrepresentation
You represent that you will not impersonate any person or
entity, or falsely state/misrepresent your affiliation with any person or
entity, past or present including, but not limited to, misrepresenting your
current or previous positions and qualifications. You agree that you will not
publish or provide information that is inaccurate or distorted.
Personal Benefit
You will not use any information you obtain about the Client
including confidential information; business, financial, or trading
information; for your personal or corporate benefit, or for the benefit of your
family or acquaintances.
Confidentiality
For purposes hereof, "Confidential Information"
means all information pertaining to Insight Alpha, its business, and its
clients including the names of such clients, employee names and projects for
such clients.
Confidential Information shall not include information which
(a) is or becomes publicly known without violation of this Agreement; (b) you
show, through written records, was rightfully known by you without violation of
any restriction; or (c) you are legally obligated to disclose, provided,
however, that prior to any such obligated disclosure, you shall give us
reasonable advance notice of such disclosure and shall cooperate with us in
protecting against any such disclosure and/or obtaining a protective order
narrowing the scope of such disclosure and/or use of the Confidential Information.
You shall hold all Confidential Information in strict
confidence and shall not disclose any Confidential Information to any third
party. You shall not use any Confidential Information for your own benefit or
any third party. The obligations of this Section with respect to any item of
Confidential Information or with respect to any discussions or agreements
between the parties shall survive any termination or expiration of this
Agreement.
You are welcome to publicize that you are a member of IAAIL.
Information & Content Ownership
To the extent a Client selects you for a Project, any
Content that you produce for the Client or that you produce in connection with
such Project will be owned by the Client as a work for hire under applicable
law, and may be used by such Client for any purpose permitted under that
Clients agreement with Insight Alpha, which may include reproduction,
disclosure, transmission, publication, broadcast, and posting, unless otherwise
agreed in writing by Insight Alpha and the Client in advance of a Project.
Without limiting the foregoing, you agree that each Client
is free to use any ideas, concepts, know-how, or techniques contained in any
communication or Content you transmit to that Client for any purpose
whatsoever, including, but not limited to, developing, manufacturing, and
marketing products using such information. Any inventions, discoveries or
improvements that are based in full or in part on any Content and information
you provide to a Client in the course of a Project, and all intellectual
property rights therein, shall be owned entirely by and shall be proprietary to
the Client.
All other materials you have created outside an explicit
Client/Insight Alpha request remain your exclusive property. However, Experts may
not directly communicate any written materials to the Client unless Insight
Alpha has been notified in writing or unless Insight Alpha (on behalf of the
Client) has instructed the Expert to provide such information to the Client.
You further consent to Insight Alpha’s Clients recording
and/or transcribing your consultations or other interactions with them (“Client
Recordings”) and agree that any such Client Recordings are owned by Insight
Alpha’s Clients and may be used by such Client and Insight Alpha for any
purpose permitted under that Client's agreement with Insight Alpha. As part of
their compliance protocols, some Clients may have a professional or independent
third party (in addition to the Client user(s) you will speak with) chaperoning
phone consultations. On occasion, their presence may be unannounced (i.e., you
will not be notified that they are listening). By signing these Terms &
Conditions you consent to consultations being chaperoned and recorded at
Insight Alpha’s Clients’ election.
Recordings/Transcriptions: Insight Alpha may invite you to
participate in a Project for which your image and/or voice may be recorded
and/or transcribed ('IA Recordings') by Insight Alpha or its agents, such as at
a live meeting, webcast, conference call, conference, interview, or other
event. You agree, notwithstanding anything else in these Terms &
Conditions, that Insight Alpha (or if applicable, the Client who records their
Projects as facilitated by Insight Alpha ) owns Insight Alpha Recordings and
has the exclusive right to attribute Insight Alpha Recordings to you and to
use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense,
and publicly display Insight Alpha Recordings, in whole or in part, in original
form or as edited or modified by Insight Alpha, in all languages and forms, for
any commercial or non-commercial purpose unless otherwise agreed in writing.
Content License: For any Content that you submit to Insight
Alpha other than in connection with a Project for a Client, including but not
limited to News submissions and presentation materials for Insight Alpha/IAAIL
seminars, roundtables, conferences and master classes, you retain ownership but
grant Insight Alpha a perpetual, world-wide, royalty-free, transferable, and
exclusive license to use, distribute, reproduce, publish, reprint, modify,
adapt, sublicense, and publicly display such Content, in whole or in part, in
original form or as edited or modified by Insight Alpha, in all languages and
forms, for any commercial or non-commercial purpose unless otherwise agreed in
writing.
Events: You agree that Insight Alpha shall have the right to
make and retain an audio, video, or other recording of your participation in
any IAAIL seminars, roundtables, conferences and master classes (collectively,
Recordings), and attribute that Recording to you. You further agree that
Insight Alpha shall have the exclusive right to use, distribute, reproduce,
publish, reprint, modify, adapt, sublicense, and publicly display such
Recordings, in whole or in part, in original form or as edited or modified by
Insight Alpha, in all languages and forms, for any commercial or non-
commercial purpose unless otherwise agreed in writing.
IAAIL News: Insight Alpha may in its sole discretion
compensate IAAIL Members for submissions of News but has no obligation to do
so.
Non-Compete and Non-Solicitation
You agree not to knowingly solicit Assignments directly from
or propose directly any kind of consulting relationship to an Introduced Client
without written permission of Insight Alpha, until one year of your last
assignment with that Client or your initial introduction to that Client through
Insight Alpha , whichever was later. An Introduced Client is a Client with whom
you had not had a significant meeting or phone call about an Assignment or
other business relationship within the three years immediately prior to Insight
Alpha first introducing the Client to you. You agree that if the Client seeks
to hire you for direct employment based on interactions between the Client and
you and the Client contacts you, you will notify Insight Alpha immediately. In
these cases, Insight Alpha may have in place a recruiter’s fee charged to the
Client, via Client contract, should this occur.
You also agree not to knowingly solicit for employment any
employee of Insight Alpha or any Client with whom you have completed an
Assignment until one year of your termination of membership in IAAIL.
Restriction on Consultation
If any company informs us of their restrictive guidelines
with regard to their employees providing outside Consultation, we intend to
abide by it if that request is made by an authorized company representative.
You agree to abide by such restrictions if Insight Alpha notifies you that your
employer has placed such a restriction on your capacity to consult.
Privacy Policy
Clients are also not permitted to publicly divulge the name,
opinions, or Assignment-related work product of an Expert without the Expert’s
written permission. Insight Alpha may share information about you (including
personal information, work history, experience, education, and the like) with
our clients (i) for Consultations, Assignments or other opportunities as
described under the scope of this Agreement By registering at IAAIL, your
information becomes part of our database which is shared with our Clients. If
you do not wish to share your information, you should not register or submit
content to our website. Insight Alpha reserves the right to summarize
information about your expertise, altered to keep your name, and all contact
information confidential, in our marketing materials, unless you explicitly
request otherwise via your profile preferences. You consent to the recording
for compliance purposes of conversations between you and Insight Alpha. You
agree, to the extent permitted by applicable law, that such recordings may be
submitted in evidence in any proceedings. Insight Alpha also reserves the right
to perform background verification to confirm the biographical details
presented by you. Regardless of your residence or nationality, you permit
Insight Alpha to store data about you on computer servers in a country
different than your own and you agree that your data may be accessed /
processed by our staff located at our affiliates and subsidiaries worldwide for
the purposes as agreed by you under these Terms and Conditions.
Expert’s Responsibilities
General Liability
Insight Alpha does not participate in the Consultations
between Clients and Experts and is not responsible for the matters discussed
therein. You will be expected to comply in good faith with all the provisions
in these Terms and Conditions, as well as any other relevant laws, regulations,
and obligations outside the scope of these Terms and Conditions. If you are
concerned about conflicts with any laws, regulations, or obligations in any
Consultation, you should terminate that Consultation and notify Insight Alpha
immediately. You are solely responsible for your actions.
Notification of Legal or Professional Investigations
If an Expert has committed a felony, this should be
communicated to Insight Alpha in writing prior to accepting an Assignment.
Notification before an Assignment also is required about any substantial
business-related investigation involving the Expert which might reasonably
affect the Client’s decision to interact with him or her. This includes but is
not limited to the possible removal of the Expert from a certifying body or
certification status for his or her profession.
Violation of Policies
Violation by the Expert of Insight Alpha’s Terms and
Conditions or any applicable laws governing the Expert may, without limitation,
result in immediate termination of this Agreement. In addition, the Expert
shall be solely liable for any legal consequences arising therefrom. Insight
Alpha reserves the right to initiate legal proceedings against the Expert.
Right to Injunction/Limitation on Liability
In the event that you, as a IAAIL Member, breach, or
threaten to breach, any of the promises in the following sections of these
Terms & Conditions: Confidentiality of Insight Alpha and Client
Information, Non-Solicitation of Clients, or the terms of use of Insight Alpha
websites, you acknowledge that Client and/or Insight Alpha’s remedies at law
will be inadequate and that Client and/or Insight Alpha will be entitled to an
injunction to prevent your prospective or continuing breach and to maintain the
status quo pending arbitration provided for below.
In no event shall Insight Alpha be liable to you or any
other party for any damages resulting from or relating to your participation as
a IAAIL Member, the performance of any services by you as a IAAIL Member, or
the business operations of Insight Alpha, including without limitation for any
incidental, consequential, punitive or special damages regardless of the theory
of liability and even if Insight Alpha was informed of the possibility of such
damages. Insight Alpha agrees that for its part it shall not seek to impose on
any individual IAAIL Member any liability for damages based on his or her
performance of services hereunder as a IAAIL Member, including without
limitation for any incidental, consequential, punitive or special damages, so
long as such damages do not relate to or arise out of the failure of the IAAIL
Member to comply with these Terms & Conditions, including the guidelines
and restrictions contained herein, or conduct or activity by the IAAIL Member
that constitutes gross misconduct. You are solely responsible for your actions.
Insight Alpha shall have no obligation to defend you, provide you with legal
counsel, or pay legal costs and expenses on your behalf.
Additional Terms Liability Limitations
In no event shall Insight Alpha be liable for any
incidental, special, consequential, punitive damages, or any other indirect
damages, resulting from your participation in Consultations or the performance
of services by you as an Expert.
Modification
Insight Alpha reserves the right to change, amend, or modify
these Terms and Conditions as and when necessary, without advanced notice to
you. We encourage you to regularly visit our website and review these Terms and
definitely to do so before engaging in a project.
By becoming an Expert of Insight Alpha, you agree to be
bound by the Terms and Conditions with such updates, if any, as shall be made
by Insight Alpha from time to time. These Terms and Conditions and any
subsequent revisions are available to you when you access our website. Updates
will not become effective with respect to a Project on which you are then
engaged, without your consent, but will apply to any Projects subsequent to a
change in these Terms and Conditions.
Governing Law
Any legal issues pertaining to the relationship between you
and Insight Alpha including the provisions of these Terms and Conditions shall
be governed, construed, and enforced in accordance with the laws of India.
The governing language of this agreement shall be English.
If any translation of this agreement is made, the English language version shall
prevail in case of any inconsistency or conflict between this English version
of Terms and Conditions and its translation into another language.
Arbitration
Any dispute, controversy, or claim related to this agreement
shall be finally settled by a one-arbitrator arbitration held in New Delhi
under the rules of the Indian Council of Arbitration in effect from time to
time. The arbitrator may grant any remedy that he deems just and equitable
within the scope of this agreement. The award of the arbitrator shall be final,
and binding and judgment thereon may be entered in any court having
jurisdiction. The costs and expenses (including reasonable attorney's fees) of
the prevailing party shall be borne and paid by the party that the arbitrator
determines is the non-prevailing party. The Experts waive any benefit
applicable to them under the laws of their country of residence, whereby they
may claim any interim measures of protection through the courts of their
country of residence. The language to be used in the arbitral proceedings shall
be English.
Indemnity:
You agree to indemnify, defend, and hold
harmless Insight Alpha and its affiliates from and against any and all direct
losses, claims, liabilities, proceedings, damages, or expenses (including
reasonable legal fees) arising out of or related to your actions, omissions, or
breach of obligations.
Waiver
The failure of a party to insist upon strict adherence to any term of this
agreement on any occasion shall not be considered a waiver thereof nor deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this agreement.
Severability
If any provision of this contract is found to be invalid or
unenforceable, this by itself does not affect the validity or enforceability of
any other provision.
Reconfirmation
Insight Alpha and/or Clients may request that you reconfirm
any part of these Terms and Conditions. Each Client is an intended beneficiary
of these Terms and Conditions and shall, therefore, have the right to enforce
your compliance with these Terms and Condition.