THIS DOCUMENT IS A BINDING CONTRACT. PLEASE READ IT CAREFULLY AND SIGN AND DATE IT TODAY IN THE SPACE PROVIDED BELOW.
The following terms and conditions ("Terms and Conditions") of the Berlin Consulting Council Panel ("Berlin Consulting Council Panel") supersede all previously valid terms and conditions entered into by Berlin Consulting and/or its subsidiaries and affiliates (hereinafter collectively referred to as Berlin Consulting or "Berlin Consulting") and you. You agree that when using any Berlin Consulting websites (such as the Consultation Platform) you are following the terms and conditions of use of that website. Unless such provision conflicts with these Terms and Conditions, in which case these Terms and Conditions shall take precedence.
The Chinese version of the various language versions of the Berlin Consulting Council Panel Terms and Conditions shall prevail.
Overview and Activities
Berlin Consulting Council Panel is a group of professionals and advisors from various industries who are available to advise and share insights with the financial community, business leaders, other organizations and professionals ("clients").
Berlin Consulting offers its panelists the opportunity to participate in various consulting projects ("Projects"), such as telephone consultations and online surveys.
Panel members who are eligible for the exclusive Membership Program (described below) may participate in other forms of projects, including those requiring a significant time commitment.
In addition, panelists can also participate in other non-project activities and interactions through Berlin Consulting ("Platform Activities"), such as:
Earning rewards for referring friends and colleagues to Berlin Consulting Council Panels and platform activities.
Selling reports and other documentsthrough Berlin Consulting's online platform and/or third-party partner websites.
Participating in webinars with other panelists and/or clients; and access other social and educational opportunities.
Membership Policy
By signing these Terms and Conditions, you declare that you have read through the Council Panel Terms and Conditions and are permitted to join the Berlin Consulting Panel.
You specifically confirm that you are not restricted in any manner from joining the Berlin Consulting Council Panel by any agreements governing your conduct (such as employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or code of conduct (if you are employed), or any similar policies or obligations. In addition, if the matters on which you provide consulting services are restricted in any respect, you shall confirm that you have obtained all necessary consents or waivers required of an Council Panel Member (including, but not limited to, consents from your current employer, any company or organization for which you provide consulting services, and any affiliated academic or government organization). Your eligibility to join the Berlin Consulting Council Panel shall be determined by and be your sole responsibility.
As a member of the Panel, you acknowledge and agree that:
(i) you are a non-agent independent contractor of Berlin Consulting;
(ii) you are not authorized to act on behalf of Berlin Consulting;
(iii) you are not entitled to receive any employment benefits from Berlin Consulting or its clients as a result of your membership;
(iv) you shall not regard Berlin Consulting or its clients as your employer;
(v) you are joining the Berlin Consulting Council Panel in your individual capacity and not as a representative of any other company or organization (such as a past or present employer), unless such company or organization has entered into a separate written agreement with Berlin Consulting;
(vi) Berlin Consulting shall have the sole discretion to determine whether you are eligible to join the Berlin Consulting Council Panel.
(vii) You warrant that you have a legal and compliant status to provide services to clients.
If you are uncertain in any respect as to whether you can comply with these Terms and Conditions, you shall refuse to join the Council Panel. If during the provision of services, it is discovered that an Council Panel Member’s qualifications are defective, Berlin Consulting shall have the right to terminate the contract promptly. Berlin Consulting shall have the right to claim compensation from the Panel for any losses suffered by Berlin Consulting arising from the Panel’s defective qualifications.
Participation in the Berlin Consulting Council Panel
During your participation in the Berlin Consulting Panel, you agree to conduct yourself in good faith, conscientiously and professionally, and in compliance with these Terms and Conditions and all relevant laws and regulations. You agree to comply with any obligation to limit in any way the content of your conversations or the scope of your participation in the Berlin Consulting Council Panel during the course of your participation in the program or the Platform.
You must refuse or cease to participate in any projects or Platform activity that could result in a conflict of interest or result in a violation of applicable law and these Terms and Conditions, or a liability to a past or present employer or any other third party.
Confidential information may not be disclosed during your participation in the Berlin Consulting Panel, including:
Material, nonpublic information (MNPI), including MNPI relating to any corporate, security, industry or pending government action or regulation.
Proprietary information, including trade secrets, copyrighted information, business information, belonging to your past or present employer or the company you provide consulting services to, or any other third party.
Information that you are obligated or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.).
Information disclosed to you that you believe or are expected to keep confidential and to which you are allowed access; and
information that you believe may be of a confidential nature.
In addition, you may not disclose any information that you are prohibited from disclosing under applicable law or that could cause you to violate any law, statute, professional ethics, industry standard or regulation.
You Further Agree as Follows:
If you are an employee or director of a company, you must not, except with the written consent of the company and Berlin Consulting,
(i) discuss or disclose any information about the company (such as its performance, strategy, processes, operations or products);
(ii) accept or participate in projects or platform activities about the company; and
(iii) provide consulting services to any Client that you have reasonable grounds to believe is a direct competitor of such company.
If you are an auditor or have been an auditor, you may not give advice about a body that you or your employer is auditing or has audited within the last three years.
If you have worked in the accounting or finance department of a company within the past year, you may not discuss the accounting or financial issues of that company and its affiliates.
If you are a director or employee of an entity offering securities in an initial public offering (IPO) or an entity that is making an acquisition or is the subject of an acquisition or is representing such company in connection with the making of such acquisition, you shall decline all project offers prior to the commencement of such offering or during the offer process.
If you are a lawyer, you may not give legal advice in connection with a project or Platform activity, and you may not enter into an attorney-client relationship with a client through a project or Platform activity.
You must not provide investment advice, including but not limited to: rating or recommending any security, giving an opinion on the value of any security, or giving any opinion on the investment viability of any purchase or sale of a security.
You may not accept any compensation in addition to the compensation paid by Berlin Consulting for work performed for the Client without the prior written consent of Berlin Consulting; and
You may not record or transcribe, or permit any third party to join your consultations with customers (except with the prior written consent of Berlin Consulting).
In addition, please note that most current government officials and government agency officials around the world are not eligible for membership in the Berlin Consulting Council Panel. If you are a member of the Panel and are a member of any government (or agency thereof), government-owned or controlled organization, business or entity, or public international organization (e.g., World Health Organization, World Bank, United Nations, etc.), or an elected official of a political party, a candidate for political office, or an employee, official or other person acting in an official capacity, you agree not to speak about legislation, regulations, policies, contracts, or other matters on which you may be voted on or otherwise influenced by your position. In addition, you agree to notify Berlin Consulting immediately if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or agency thereof), government-owned organization, business or entity, public international organization, or political party.
Berlin Consulting will notify you from time to time of other rules you need to follow and special topics you may not talk about. You agree to abide by such rules and any restrictions we may place on the content of the conversation.
You declare that you:
(i) Have not been indicted, convicted, pleaded guilty, or admitted to committing a crime for any felony or crime involving dishonesty or deception (e.g., theft, fraud, etc.).
(ii) has not been prosecuted for theft of corporate assets, breach of confidentiality or non- disclosure agreements, breach of fiduciary duty or any similar action.
(iii) has not been the subject of an order, judgment, proceeding or investigation by a court or any state regulatory authority, such as the National Financial Regulatory Administration, the China Securities Regulatory Commission or the State Administration of Market Supervision and Administration, for a violation of the securities laws or a charge of civil or criminal fraud or deceit; or not on the list of defaulted executors listed by the Supreme People's Court of the People's Republic of China (currently consolidated at http://zxgk.court.gov.cn/shixin/)
While Berlin Consulting reserves the right to verify the above independently, you agree to notify Berlin Consulting immediately of any change in circumstances regarding any of the above statements.
If you have concerns about any client inquiry or the nature of the project, if the client attempts to influence your decision in any way (e.g., which device or service to use), or if the client is selling you a product or service instead of conducting research, you should stop participating in the project and immediately email compliance@berlin-en.cn to notify Berlin Consulting. In order to encourage you to exercise the utmost care in participating in the work of Berlin Consulting, you may request payment for time already spent on this consultation if you discontinue any project in order to comply with these terms and conditions and notify Berlin Consulting immediately as described above. You agree to cooperate fully with Berlin Consulting in any investigation of actual, alleged, or potential violations of these Terms and Conditions or any applicable law.
Council Panel Member Information
You agree to provide Berlin Consulting with accurate and complete biographical information, including your current position and at least two years of employment history, and to update this information as it changes. Berlin Consulting may verify information provided by or about you. If requested, you agree to assist Berlin Consulting with this process.
Berlin Consulting or its clients may ask you for additional information about yourself, including your ability, availability, or suitability to provide advice on specific topics or general projects. Such information about you, as well as all information contained in the panelist profile and any photos or images you choose to add to the profile are collectively referred to as your "panelist information”. While Berlin Consulting may compile Panelist Information on your behalf based on information provided by you or other available sources, you are solely responsible for maintaining and updating your Panelist Information and ensuring its accuracy. You agree not to accept any project or provide consulting services to any client unless your panelist information is accurate, complete, and up to date. You understand that Berlin Consulting, its clients, and Berlin Consulting's third-party partners can rely on the accuracy of your panelist information.
Assignment, Acceptance, and Scope of the Project
Participation in programs and platform events is always at your discretion. Berlin Consulting makes no guarantee as to the frequency, number, or type of invitations you may receive or be selected to participate in a program or platform. Unless otherwise agreed in writing by Berlin Consulting or stated in the project invitation, you will only be paid for time spent interacting with clients at a rate you agree to. You will not be paid for preparation time, waiting time, or time set aside for client consultations that do not actually take place. You may not assign or delegate any part of your project or platform activities to others (including, but not limited to, any other employee of your company) without the prior written consent of Berlin Consulting.
All communication activities must be arranged through Berlin Consulting or its systems. If a client contacts you without having arranged a project through Berlin Consulting and you provide consulting services to that client, you will not receive payment from Berlin Consulting, even if those services are a follow-up to a recent project arranged through Berlin Consulting. The client is not entitled to expand the scope of the project unless otherwise agreed in writing by Berlin Consulting.
Communication with Third Parties
When performing project work on behalf of a client, you may communicate with third parties only with the written authorization of Berlin Consulting. In addition, you agree to represent to such person that you are not seeking, nor do you want, any confidential information, including material non-public information; and that he/she must comply with his/her existing obligations to any third party, including past or present employers. Also, in the course of such communications, the following are strictly prohibited.
Misrepresentation or falsification during self-introduction.
Indicates that you work for or on behalf of Berlin Consulting.
Specify the client you represent (you may disclose the type of client without specifying the name of the client);
Employ or engage an agent, subcontractor, or consultant without the written permission of Berlin Consulting and its customers.
Request information from someone who is a member of the Panel that you believe is not subject to disclosure under the Terms and Conditions.
Provide, gift or attempt to give any item of value to anyone without the written consent of Berlin Consulting and the customer.
Compliance with Anti-Corruption Laws
In the course of performing work on behalf of Berlin Consulting or its clients, you may not offer, promise, or pay any money, gifts, or any other item of value to anyone:
for the purpose of influencing an official action or decision, knowing or should know that any part of such money, gift, or item will be given, offered, or promised, directly or indirectly, to:
(i) An employee, official, or other representative of any government (or agency thereof), government-owned/controlled organization, business, or entity, or
(ii) public international organization (e.g., World Health Organization, World Bank, United Nations, etc.) person acting in an official capacity, or
(iii) any political party, party official, or candidate for political office.
to obtain or retain business or to induce any person to act in breach of good faith, injustice or against a position of trust; or
Improperly induce someone to provide you with information.
Do Not Solicit Customers
There is no minimum time commitment unless otherwise agreed upon in writing. As a condition of joining the Berlin Consulting Panel, for clients initially introduced to you by Berlin Consulting, you will be eligible to work in the following areas:
(i) For a period of one year from the date of your most recent contact or acquaintance with a client through a project, you agree that you will not knowingly, directly or indirectly, approach such client for a project, or propose or enter into any type of consultation, advice (including mentoring) or employment agreement with such client without the written consent of Berlin Consulting.
(ii) Nothing in this paragraph shall prohibit you from being retained by a client to provide legal services. You also agree that you will not knowingly solicit any employee of Berlin Consulting or any client you have met as a member of the Panel for a period of one year following the termination of your relationship with Berlin Consulting.
Council Panel Exclusive Member Program
Panelists who are enrolled in the Exclusive Member Program may participate in other types of programs, including meet-and-greet or online conference and banquet events, written reports, and in-depth engagement programs. Expert Panel Members not enrolled in the Membership Program may only provide a limited number of telephone consultations and online surveys.
You acknowledge that Berlin Consulting has the right to determine, in its sole discretion, whether you are eligible to participate in the Exclusive membership program or other programs.
Expert Witness Activities
If a law firm client decides to hire you as an expert witness on a project, the law firm may choose to enter into a separate written employment agreement with you for expert witness services (the "Employment Agreement"), and the terms and conditions governing your relationship with the firm's client and your obligations to the firm and its client with respect to the expert witness project. In the event of any inconsistency in the terms and conditions of your relationship with the Firm's clients and your obligations to the Firm and its clients with respect to the Expert Witness Program, the Employment Agreements shall take precedence. Such employment agreements will not alter your obligations to Berlin Consulting under these Terms and Conditions or other documents.
Council Panel Member Materials
You acknowledge that any material you submit or upload to the Berlin Consulting platform or otherwise provide to the Client or Berlin Consulting in any format, whether orally or in writing (collectively, "Materials"), is your personal intellectual property or you have obtained all necessary approvals or licenses for such Materials. You are solely responsible for your own Materials, and you agree not to provide Materials that are unlawful, threatening, defamatory, profane, deceptive, or misleading, violate the rights of others, or otherwise violate these Terms and Conditions.
Materials Developed for Customers; Customer Compliance
If a client selects you to undertake a project, the results you develop in connection with that project ("Project Results") are independently owned by that client (e.g., as "Job Results") and may be used by that client for any purpose permitted by its agreement with Berlin Consulting, including reproduction, disclosure, dissemination, publication, broadcast and posting, unless otherwise agreed in writing by the client and Berlin Consulting. Materials you developed, independently of the project, or previously developed ("Retained Results") remain your property and you retain all rights, title and interest in and to such Materials; provided, however, that for Retained Results included in any Project Results, you will grant Client a worldwide, perpetual, free and transferable license to use such Retained Results. Without limiting the foregoing, you agree that the Client is free to use any ideas, concepts, know-how or techniques contained in any Project Outcome that you send to such Client for any reason for use in (including, without limitation) developing, manufacturing, and marketing products. Any inventions, discoveries or improvements based in whole or in part on any project deliverables and information provided by you to the client in the course of the project, and all intellectual property rights contained in such inventions, discoveries, or improvements, shall belong exclusively to such client.
You further agree and acknowledge that Berlin Consulting's clients may choose to record, transcribe or distribute the content of your consultations or other interactions with them and that any such recordings or transcription belong to Berlin Consulting's clients and are available to such clients for any purpose permitted under the agreement with Berlin Consulting. As part of a compliance program, some clients may have professionals (other than the client user with whom you are communicating) monitor telephone consulting operations, and the presence of these individuals may or may not be disclosed (i.e., you will not be notified); they may be active participants in or listeners to telephone consulting operations. By signing these Terms and Conditions, you agree to monitor and record consulting activities at the option of the Berlin Consulting client.
Other Results
Marketing Material: For results that you submit to your customers outside of the project, for sales or use licensing purposes ("Sales Literature"), you retain ownership; however, you also grant Berlin Consulting a limited license to market, promote and sell such Sales Literature on its website or otherwise, including by displaying samples or portions thereof to prospective purchasers (including through third-party websites), and by incorporating them into Berlin Consulting’ automated search and recommendation system for use.
Berlin Consulting Publications: Except for marketing materials, the results that you submit to Berlin Consulting for publication ("Publications") are owned by Berlin Consulting and you will not retain the right to use such results unless otherwise specified by Berlin Consulting in connection with such Publications.
Recordings/Transcriptions: Berlin Consulting may invite you to participate in programs in which your image and/or voice will be recorded and/or transcribed by Berlin Consulting or its agents ("Recordings"), including meetings, web presentations, conference calls, roundtables, interviews and other events. You agree that, notwithstanding any other provision of these Terms and Conditions, ownership of the Recordings shall remain with Berlin Consulting (or, if applicable, the client who recorded the project with Berlin Consulting's permission). Furthermore, unless otherwise agreed in writing, Berlin Consulting has the exclusive right to use, transmit, reproduce, publish, reprint, modify, adapt, sublicense, and publicly broadcast all, part of, or the original or modified version of such recordings in any language and form for commercial or non-commercial purposes under your name.
License: You grant to Berlin Consulting an exclusive, perpetual, free, transferable, worldwide license to use, distribute, reproduce, publish, copy, modify, adapt, sublicense and publicly display all of the results you submit to Berlin Consulting, whether in whole or in part, in their original content or as modified by Berlin Consulting' editors, in all languages and forms, for any commercial or non-commercial purpose, except as otherwise agreed in writing.
Release and Indemnification of Results: You also release Berlin Consulting and any and all persons acting under its permission or authority from any claims, liabilities, or actions, including any claims for defamation, copyright infringement and invasion of privacy, arising out of your results. You further agree to indemnify and hold harmless Berlin Consulting from and against any claims, liabilities, or actions by any third party with respect to your submitted results and from any claims of patent, trademark, copyright, trade secret or other intellectual property infringement.
Privacy Policy
You agree that Berlin Consulting may collect, maintain and verify information about you, including but not limited to your Council Panel information ("Your Information"), and contact you by email, telephone, SMS or other means, process and administer the content of your Council Panel with Berlin Consulting, provide you with opportunities to participate in programs or other platform activities, assist in obtaining approvals and consents required to participate in programs, comply with relevant laws and client compliance policies, and keep you informed about Berlin Consulting’ current businesses. If you terminate your participation in the Berlin Consulting Council Panel, Berlin Consulting will make reasonable efforts to cease contacting you by email and telephone. You agree that Berlin Consulting may use and analyze your information during and after your membership in the Panel in order to manage, support, improve, promote, advertise, and develop the business of Berlin Consulting, its affiliates, and partners.
You agree that Berlin Consulting may disclose your information to clients and non-client third parties to promote Berlin Consulting's business, including, but not limited to, displaying such information on Berlin Consulting's website, Berlin Consulting's third-party partner websites, print media and other materials (collectively, “Marketing Materials"). You may opt out of such promotional use by contacting Berlin Consulting staff. If you choose to opt out of such promotional use, Berlin Consulting will make reasonable efforts to stop producing and distributing marketing materials that contain your information. Notwithstanding the foregoing, any such opt-out does not apply to your submission of sales literature and publications or participation in Berlin Consulting events. You agree that Berlin Consulting may disclose your information and your participation in the Berlin Consulting Panel to third parties, such as current or former employers, or companies to which you provide services or contracts. This is primarily for the purpose of confirming information about Panel members and/or confirming consents or approvals that may be required for you to participate in Berlin Consulting Panels or specific projects. You agree that Berlin Consulting may respond to legal processes to protect the rights of Berlin Consulting or its clients or to disclose your information as required by law or in connection with a judicial or governmental investigation, or for the prevention or detection of crime or fraud. If Berlin Consulting sells all or part of its company or enters into a partnership with another business entity, you agree that Berlin Consulting may disclose your information to the new business partner or owner, who may subsequently provide you with information about their products and services. You agree that Berlin Consulting may share your information with third parties to facilitate the business of Berlin Consulting, its affiliates and their respective business partners, provided that each party agrees not to use the information to sell and market products or services to you without your prior consent. Berlin Consulting will not sell your information to third-party marketing agencies or similar organizations. Whenever we share your information, we will always give due consideration and take appropriate steps to ensure that any disclosure does not result in any unauthorized invasion of your privacy.
Customers may be required by law or their own compliance policies to disclose certain details of their interactions with you, including your name and the compensation you receive (Required Customer Disclosures). You authorize Berlin Consulting clients, or have Berlin Consulting act as their representative, to make Required Client Disclosures at the direction of the client, and you agree to provide any other information necessary to complete any Required Client Disclosure.
You consent to the collection and retention of your information by Berlin Consulting.
You agree that Berlin Consulting's processing of your information is necessary to enable you to participate in programs and platforms, to serve its clients, and to further its business. You agree that if you cease to be a member of Berlin Consulting Council Panel, then unless otherwise required by the jurisdiction in which you reside, Berlin Consulting may retain your information for its business purposes, provided that Berlin Consulting will protect all such information in accordance with these Terms and Conditions.
You agree that Berlin Consulting may, if it determines, verify your identity, conduct a background check on you, including through third-party services, seek to confirm your employment history, and educational credentials, and review criminal records. Berlin Consulting may also seek to verify the accuracy of the invoices you submit and confirm that you have actually spoken with the client. In conducting background checks and other verifications, you agree to cooperate with Berlin Consulting and provide all necessary consents.
Confidentiality of Berlin Consulting and Client Information
During and after your membership in the Berlin Consulting Council Panel, you agree not to disclose or attempt to use or derive personal benefit from any Restricted Information (as defined below) that becomes known to you as a result of your participation in the Berlin Consulting Council Panel (e.g., for securities trading or making investment decisions), until such time as it is restricted from entering the public domain other than through your own actions, except as expressly permitted by law or by Berlin Consulting for a particular project arrangement.
The following information shall be kept strictly confidential:
(i) the identity of the client (e.g., not listed on your resume or website as a client).
(ii) information about the project;
(iii) information about any actual or potential business, investment or trading decisions or any customer transactions; and
(iv) any other non-public or proprietary information about Berlin Consulting or its clients (collectively, "Restricted Information").
If a court, governmental, or statutory body compels you to disclose any Restricted Information to anyone (or it comes to your attention that such a compulsory order is being sought), you shall promptly notify Berlin Consulting, unless expressly prohibited by governmental order or court subpoena, and shall use your best efforts to assist Berlin Consulting in protecting such information to the fullest extent permitted by applicable law. Upon request by Berlin Consulting or an appropriate client, you agree to return or destroy all restricted information in your possession.
Notwithstanding the preceding paragraph, you may disclose the general subject matter and client description of a project when, and only when, it is necessary to secure the necessary third-party consent to your participation in the panel or consent to your acceptance of the project invitation.
Certain projects or Platform activities are collaborative in nature and involve cooperation with other Panelists. You are subject to the same obligations of confidentiality with respect to such panelists as you are with respect to customer information under these Terms and Conditions. In addition, if you meet other Experts in the course of a Project or Platform activity, you may not directly or indirectly refer such Experts to work on a Project or other activity outside the scope of Berlin Consulting without the prior written consent of Berlin Consulting.
Customer's Trust
These Terms and Conditions are intended for the benefit of the Client. The Client expects that all projects will be conducted in accordance with these Terms and Conditions and relevant laws so that they will not receive any restricted information, including material non-public information, and that their own confidential information will not be disclosed. The Client may request that you confirm any part of these Terms and Conditions, as well as any other additional terms or compliance policies required of you in order to participate or pay for a program (the "Confirmation"). You further agree that to the extent you have provided any Confirmation, you shall, in addition to such Terms and Conditions, undertake to perform such Confirmation, and the applicable Client shall have the right to cause you to enforce the Confirmation directly with such Client, if one exists. You understand that the other Panel Experts, and those who approach you in connection with any Project or Platform activity are the intended beneficiaries of these Terms and Conditions and the covenants and agreements you enter into in connection therewith; and that such Client, as a third party beneficiary of these Terms and Conditions, shall therefore be entitled to directly require you to comply with these Terms and Conditions.
Post-Project Certification
You acknowledge that upon completion of the Project, Berlin Consulting and/or the Client may require you to demonstrate your compliance with these Terms and Conditions and certain other additional terms and compliance policies, including confirmation that during the course of the Project that:
(i) you have not disclosed to the Client any Confidential (including material non-public) Information, or any information obtained under a duty of loyalty or unlawfully or improperly;
(ii) you have not obtained from the Client any confidential (including material non-public) information;
(iii) you have not breached any obligation to third parties, including employers or former employers;
(iv) you have complied and will continue to comply with the terms and conditions of expert membership and Berlin Consulting's compliance policies and procedures;
(v) you will not use any information obtained from a client and will not disclose it to third parties;
You agree to notify Berlin Consulting immediately by email to compliance@berlin-en.cn or by phone at (+86) 400-885-6030 if you feel that there has been a breach of such requirements. You further agree that by invoicing Berlin Consulting for any project, you are certifying the above conditions in connection with the project.
Payment
It is your responsibility to include your or your payment details on your Berlin Consulting Panel profile page and to keep this information up to date. If you have an employer, you must comply with your employer's requirements with respect to compensation paid to you by Berlin Consulting.
Within 30 days of project completion, unless otherwise specified in writing, you must submit a request for payment for work performed on the project through the Berlin Consulting Council Panel website. If a project requires post-project certification, such certification must be provided in order to receive payment. Payment will be made at the applicable rate specified in the project file at the time of acceptance unless otherwise agreed in writing by Berlin Consulting or specified in the project invitation letter. If you or your employer designate payment to your employer, you agree to make payment to your employer for as long as your relationship with your employer continues or until otherwise specified in writing by your employer.
The terms of payment for Platform Activities will be determined in accordance with the terms of the specific Platform Activity on the Berlin Consulting website, or as otherwise determined in writing by Berlin Consulting, depending on the applicable scope. However, Berlin Consulting reserves the right to combine payments to you.
If a client disputes a payment requested by you, or the quality of your work on a project or platform activity, Berlin Consulting may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Berlin Consulting shall have full and final authority to resolve such dispute in Berlin Consulting' reasonable discretion, and you agree to be bound by it. You further understand and agree that if Berlin Consulting reasonably determines that you have violated these Terms and Conditions or Berlin Consulting's compliance rules (including, without limitation, providing incorrect information in your Berlin Consulting Council Panel profile or by violating the law or Berlin Consulting's referral system), then to that extent you shall not be entitled to payment for the Program or Platform Activities, and if you have received payment for the Program or Platform Activities in connection with such violation If you have received payment for the project or platform activity in question, Berlin Consulting shall be entitled to recover the full amount of such payment.
Berlin Consulting may ask you to provide additional information about yourself or your employer/company in accordance with its security procedures (including your social security number or tax identification number with equivalent meaning). To protect your information from misuse by third parties, please provide this information or any updates to your bank account by phone or through the Berlin Consulting platform rather than by email. Please note that persons of U.S. citizenship who make any payment request will receive an IRS Form 1099 as required. You also agree that any fees charged by any banking institution for processing any payment made to you by Berlin Consulting will be borne entirely by you. Non-U.S. panelists may be asked to confirm the status of their collection accounts. You agree to be responsible for paying the relevant taxes in your jurisdiction in accordance with applicable law on the amounts received from Berlin Consulting and, if applicable, upon Berlin Consulting's request, you agree to provide Berlin Consulting with proof of such tax payments.
Agreement Details
Limitation of rights/liability to apply for an injunction
If you breach or are involved in a breach of any of the obligations contained in the Berlin Consulting Website Terms of Use or as set out in these Terms and Conditions, specifically sections titled "Communications with Non-Panel Members," "Confidentiality of Berlin Consulting and Client Information," "No Solicitation of Clients," then you acknowledge that Berlin Consulting and/or the Client are not adequately protected by law and that the Client and/or Berlin Consulting are entitled to an injunction to prevent your anticipated or continued breach of contract and to preserve the status quo during the arbitration period set forth below.
In no event will Berlin Consulting be liable to you or any other party for any damages arising out of or in connection with your participation in the Panel, any services performed as a member of the Panel, or the business operations of Berlin Consulting, including, without limitation, any incidental, consequential, punitive or special damages, even if Berlin Consulting has been advised of the possibility of such damages. Berlin Consulting agrees that it shall not be liable to any Council Panel Member for damages arising out of the services provided by such Council Panel Member under this Agreement, including, but not limited to, any incidental, consequential, punitive or special damages, except to the extent that such damages arise out of the failure of the relevant Council Panel Member to comply with these Terms and Conditions, including the guidelines or restrictions contained herein or as a result of the Council Panel Member's gross misconduct.
You assume full responsibility for your actions. Berlin Consulting has no obligation to defend you, provide you with counsel, or pay the costs and expenses of litigation on your behalf.
Arbitration
Any dispute, controversy, claim or difference arising out of or in connection with these Terms and Conditions, including any questions regarding its existence, validity, interpretation, performance, breach or termination, whether based on contract, tort, statute or any other legal theory, shall be submitted to the Shanghai International Economic and Trade Arbitration Commission/ Shanghai Inernational Arbitration Center (SHIAC) for arbitration which shall be conducted in accordance with the SHIAC's arbitration rules in effect at the time of applying for arbitration.The seat of arbitration shall be Shanghai, the People's Republic of China. The language of the arbitration proceedings shall be Chinese.
The arbitral tribunal shall be composed of one or three arbitrators appointed in accordance with the SHIAC Arbitration Rules. The arbitral award shall be final and binding upon both parties. The parties irrevocably agree to be bound by and shall abide by the arbitral award. The award may be enforced by any court having jurisdiction over the parties.
The parties expressly agree that: (a) Any arbitration shall be conducted strictly on an individual basis; no arbitration shall be brought as a class action, consolidated action, representative action, or in any other form of consolidated or representative proceeding; (b) No arbitration concerning You shall be consolidated with any arbitration involving any other Council Panel Member; and (c) The arbitrator shall have no authority to consolidate multiple arbitrations or to preside over any form of class, collective, or representative proceeding.
The costs of the arbitration (including, but not limited to, the arbitrators' fees and the administrative fees of SHIAC) shall be borne by the losing party, or shall be apportioned by the arbitral tribunal in such manner as it deems reasonable, having regard to the circumstances of the case. The arbitral tribunal shall have the authority to order that the losing party compensate the prevailing party for its reasonable costs incurred in the proceedings, including but not limited to attorneys' fees, notarization fees, authentication fees, and expert witness fees.
Applicable Law
These Terms and Conditions, including any claims arising and related thereto, whether in tort, breach of contract or otherwise, are governed by the laws and regulations of the PRC.
Divisibility
The fact that any provision of these Terms and Conditions is invalid or unenforceable shall not affect the validity and enforceability of any other provision of these Terms and Conditions.
Survivability
Upon termination or expiration of these Terms and Conditions, the provisions of the sections entitled No Solicitation of Clients, Council Panel Member Outcomes, Privacy Policy, Confidentiality of Berlin Consulting and Client Information, Client Reliance, and Details of Agreement (including the sections thereunder) shall survive.
Termination
You have the right to withdraw from the Panel at any time upon notice to Berlin Consulting and Berlin Consulting has full authority to terminate or restrict your participation in the Berlin Consulting Council Panel and the Member Program at any time and for any reason, except that you are required to complete the obligations of the project you are working on.
By signing these Terms and Conditions, you acknowledge and agree that you hereby expressly warrant to Berlin Consulting and its clients that you will comply with all of your obligations and responsibilities as set forth in these Terms and Conditions.
End of Terms and Conditions
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