This "Expert Terms of Service" ("Agreement," including any annexes, schedules, and exhibits) is between:
Vedak Technologies Private Limited (formerly Indypay Technologies Pvt. Ltd.), a company incorporated under the Companies Act, 2013, with registered office at #A8, S.No 73/6/2+3, Om Arcade, Katraj, Pune, Maharashtra 411046, India (hereinafter, "Vedak" or "Company")
And
The individual accepting this Agreement by physical or digital signature, or by clicking 'I Accept' (hereinafter, "Expert" or "Consultant" or "you").
Company and Expert are individually a "party" and collectively the "parties."
1.1. This Introduction is part of the Agreement.
1.2. Company solely owns www.vedak.com, a tech-enabled platform ("Platform," including mobile versions, associated domains, subdomains, trademarks, and apps). The Platform enables Company to empanel subject matter experts, offering them Vedak Platform Services and offering their services ("Expert Services") to corporate houses, consulting firms, and similar "Clients."
1.3. Expert represents to Company, via the Platform, that they are a qualified domain or subject matter expert. Relying on these representations, Company allows Expert to empanel.
1.4. For Experts, Vedak Platform Services refer to facilities offered on the Platform, such as interaction and communication with Clients, access to Client-shared materials, and opportunities to publish content. These do not include services exclusive to Clients.
1.5. By accepting this Agreement, Expert: (a) enters a binding contract with Company; (b) confirms having read and understood it; and (c) confirms having obtained legal counsel prior to acceptance.
1.6. Clients are third-party beneficiaries for Expert's obligations under this Agreement. Clients may also require Expert to accept separate agreements (e.g., confidentiality, intellectual property - "Client Arrangements"), valid independently of this Agreement.
1.7. This Agreement includes the "Vedak Code of Conduct for Experts" ("Code"). Any Code violation is a material breach.
2.1. Expert must register on the Platform by submitting all requested information. If accepting this Agreement prior to registration, Expert must register as soon as practicable.
2.2. Accurate and Current Profile Information: Expert must register with and maintain complete, accurate, and up-to-date information, including current job status, directorships, and at least two years of employment history. Expert is solely responsible for prompt updates to ensure accuracy, as Vedak, its Clients, and third-party partners rely on it for project selection and compliance.
2.3. Freedom from Restrictive Obligations: Expert confirms no existing legal, contractual, or employer policy (e.g., employment, consulting, confidentiality, non-disclosure agreements, codes of conduct, professional rules) prohibits or limits their participation. If restricted, Expert must immediately notify Vedak and is solely responsible for securing necessary waivers for lawful participation.
2.4. Government Official Eligibility: Most current government officials, politicians, and individuals holding positions of political or regulatory authority are ineligible to participate as Experts unless expressly permitted by Company in writing. Expert represents and warrants that they are not a current government official, political party official, or candidate for political office, or, if they are, that they have disclosed such status to Company and have received written approval to participate.
2.5. Legal and Regulatory Compliance: Expert represents and warrants they are not subject to: Conviction or admission of any criminal offense involving dishonesty/deception, or punishable by six months+ imprisonment (e.g., felony); Disciplinary action by any regulatory or self-regulatory body (e.g., SEBI, SEC) related to professional misconduct, securities violations, or fraud; Listing on any governmental exclusion, debarment, or sanctions list (e.g., SAM.gov Excluded Parties List, OFAC Specially Designated Nationals list, or similar). Expert must promptly disclose any changes to this status (including accusations of such offences) to compliance@vedak.com. Vedak may verify this information, including thorough background checks.
2.6. Upon registration and Agreement acceptance, Expert may access Vedak Platform Services, subject to continued adherence.
3.1. Expert offers Expert Services in formats allowed by the Platform, including:
3.1.1. Expert Consultation Calls: Audio-only or audio-visual discussions scheduled by Company between Expert and Client. Expert shall only participate in discussions scheduled by Company.
3.1.2. Long Term Projects: Consultation services over an extended period for a project as agreed by Expert and Client. Company shall be a party to any contract between Expert and Client. Expert shall not contract with a Client without Company as a party.
3.1.3. Written Deliverables/Reports: Creation of written reports, analyses, or other documents for a Client.
3.1.4. In-person Meetings/Events: Physical meetings, workshops, or events with Clients.
3.1.5. Online Surveys: Participation in surveys to gather insights.
3.2. Expert acknowledges that Platform registration and Agreement acceptance do not guarantee Expert Service assignments. Opportunities depend on factors outside Company's control, including project relevance, Expert availability, and Client willingness.
3.3. Expert's participation in Projects and Platform Activities is at their discretion. Company makes no representation regarding the frequency, quantity, or type of invitations Expert will receive or in which Expert will be chosen to participate.
4.1. For twelve (12) months ("Restricted Period") from the later of (a) Expert's first interaction (e.g., proposal, discussion, Service Contract initiation) with a Client via Vedak Platform Services; or (b) Expert's last interaction with that Client on the Platform, Expert shall not directly deal or arrange business with that Client, regardless of prior relationship or services rendered.
4.2. During the Restricted Period: (a) Expert shall interact with Client exclusively via the Platform; (b) All payments to Expert shall strictly comply with this Agreement; (c) Expert shall not receive or agree to receive direct payments from a Client in contravention of this Agreement. Any outside arrangement with a Client violating these provisions is a material breach and may result in damages claims by Company.
4.3. Expert shall immediately report any direct Client approach for an outside arrangement to Company.
4.4. All Project interactions must be arranged through Company systems. Expert cannot share contact information directly with Clients without Company's written consent. If a Client contacts Expert directly (without Company arrangement), Expert is ineligible for payment from Company for that consultation, even if it's a follow-up. Clients cannot expand Project scope without Company's written authorization.
5.1. Expert is bound by the "Vedak's Code of Conduct for Experts," which is part of this Agreement. Expert must:
5.1.1. Perform duties with diligence and expertise, at least with reasonable care.
5.1.2. Always reflect favorably on the Company. Do not disparage Company, Client, or their stakeholders.
5.1.3. Avoid activities, obligations, or contractual arrangements conflicting with Expert's duties to Company or Client. If unsure, immediately consult Company; Company's decision is final and binding.
5.1.4. Ensure competence and freedom from restrictions (e.g., prior employment contracts) before entering this Agreement.
5.1.5. Immediately inform Company of any limitations and abide by Company's decision. Expert is solely responsible for obtaining necessary waivers for lawful engagement. Violation of this provision is a material breach. Company is not liable to Expert's current/past employers or third parties for damages from Expert's breach.
5.1.6. At all times, act in Company's best interests, protect Company's reputation, perform duties to best ability, work necessary hours, and act professionally and ethically.
5.2. Conflict of Interest and Prohibited Disclosures: YOU MUST DECLINE OR DISCONTINUE ANY PROJECT OR PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR VIOLATES APPLICABLE LAW, THESE TERMS, OR YOUR OBLIGATIONS TO THIRD PARTIES. Expert SHALL NOT disclose confidential information during participation in the Vedak Network, including:
5.2.1. Material, nonpublic information (MNPI) regarding any company, security, industry, or pending government action/legislation.
5.2.2. Proprietary information (trade secrets, copyrighted/business information) of past/present employers or any third party.
5.2.3. Non-public or confidential information related to pending government action or inaction.
5.2.4. Information Expert has a duty or has agreed to keep confidential (e.g., by contract, fiduciary duty).
5.2.5. Information disclosed or accessed under an assumption or expectation of confidentiality.
5.2.6. Information Expert believes may be confidential. Additionally, Expert will not disclose information prohibited by law or breach professional standards.
5.3. Express Prohibition on Insider Trading
Expert hereby acknowledges and agrees that they are strictly prohibited from using any Confidential Information, particularly Material Non-Public Information (MNPI) obtained through or in connection with any Project, Platform Activity, or interaction with a Client, to trade in the securities of any company or to "tip" or pass such information to any other person who may trade in such securities.
For the avoidance of doubt, "Insider Trading" includes, but is not limited to:
a) Buying or selling securities of a Client or any other company while in possession of MNPI concerning that company, which was obtained as a result of their engagement with Vedak.
b) Communicating or "tipping" MNPI to any third party (including friends, family, or business associates) under circumstances where it is reasonably foreseeable that the third party will use that information to trade securities.
c) Assisting anyone in engaging in the activities described above.
Expert represents and warrants that they understand the legal and regulatory prohibitions on insider trading under the laws of India, including the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, and any other applicable international securities laws. A violation of this section shall be deemed a material breach of this Agreement and may result in immediate termination, forfeiture of fees, and reporting to the relevant legal and regulatory authorities.
5.4. Specific Participation Guidelines: In considering, accepting, and completing Project opportunities, Expert agrees:
5.4.1. If an employee/director of a company, Expert will not discuss or disclose that company's information (performance, strategy, etc.), accept Projects about that company, or consult for its direct competitors without the company's express written consent.
5.4.2. If an auditor/former auditor, Expert will not consult about organizations currently or previously audited (last three years) by them or their employer.
5.4.3. If worked in accounting/finance within the past year, Expert will not discuss accounting/ financial issues relating to that company or its affiliates.
5.4.4. If an employee/director of an entity with a pending IPO, tender offer, or acting on behalf of such a company in connection with a tender offer, Expert will decline all Project invitations until the offering commences or the tender offer process concludes.
5.4.5. If a lawyer, Expert will not give legal advice or establish an attorney-client relationship with Clients through Projects/Platform Activity.
5.4.6. Expert will not give investment advice (e.g., rating/recommending securities, advising on security value, or advisability of investing/purchasing/selling securities).
5.4.7. Expert will not give any medical advice, will not disclose of patient-specific information (even if anonymized), no discussion on off-label uses of medications/devices, no sharing of unpublished clinical trial data.
5.4.8. Expert will disclose any material financial interests or business relationships (theirs or controlled entity's) relevant to assessing objectivity or conflicts for a Project, or decline the Project.
5.4.9. Expert will not use Vedak Network participation to promote products, companies, or opportunities without Company's prior consent.
5.4.10. Expert will not accept compensation for Client work other than from Company without Company's written consent.
5.4.11. Expert will not record or transcribe consultations, or permit third-party participation (except with Company's prior consent).
5.5. Government Officials: Most current government officials and government agency officials worldwide are ineligible to participate in the Vedak Network. If you are one of the few Experts who are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, you agree to promptly notify Company 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 its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.
5.6. Blinded Projects: For certain market research Projects (Vedak Surveys, Qualitative, Integrated Insights), Expert's identity and current employer (if any) may be blinded to the client. For these, Expert may discuss non-confidential insights related to their employer, but must not share confidential information or breach obligations to current/former employers.
5.7. Company may, from time to time, inform Expert of additional rules or prohibited topics. Expert agrees to observe these.
5.8. Background and Legal Standing: Expert represents they have not been:
5.8.1. Convicted of, pleaded guilty to, or admitted to committing any criminal offence involving dishonesty/deception (e.g., theft, fraud) or punishable by six months + imprisonment (e.g., felony).
5.8.2. Subject to an order, judgment, action, or investigation by a court or national/state regulatory/self-regulatory organization (e.g., SEBI, SEC, FCA, SFC, FINRA) for securities law violations, civil/criminal fraud, or deceptive practices.
5.8.3. Named on any governmental or international sanctions or excluded parties lists.
5.8.4. Expert must promptly disclose to compliance@vedak.com if they are or have been accused of a felony/dishonesty/deception, or sued for theft of corporate assets, fraud, breach of confidentiality/fiduciary duty, or similar actions. Expert will immediately notify Company of status changes. Company may verify this independently.
5.9. Anti-Bribery and Anti-Corruption: Expert shall comply with all applicable anti-corruption and anti-bribery laws, including the Prevention of Corruption Act, 1988 (India), the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010, and others relevant to this Agreement. Expert shall not, directly or indirectly, offer, promise, give, solicit, or accept any undue pecuniary or other advantage to/from any person in connection with any Project or this Agreement. Expert will immediately report to Company any such request or demand received.
5.10. Monitoring and Quality Assurance: Expert acknowledges Company or its Clients may monitor, record, or audit Projects, communications, or interactions for compliance and quality assurance, subject to applicable law.
5.11. Reporting Concerns: If concerned about a Client's inquiry/Project nature, attempts to influence decisions (e.g., prescriptions, devices), or marketing disguised as research, Expert must discontinue participation and immediately notify compliance@vedak.com. To encourage caution, if Expert discontinues a Project for compliance and promptly notifies Company, Expert may submit a payment request for the full time set aside. Expert agrees to cooperate fully in any Company inquiry regarding actual, alleged, or potential violations.
6.1. Company pays Expert mutually agreed fees ("Expert Fees") in writing (including email) on a case-by-case basis. Unless otherwise agreed, Expert invoices only upon Company's receipt of Client's satisfactory completion confirmation. Valid invoices are paid within thirty (30) days of receipt. Expert invoices shall specify GST (if applicable), and Company shall pay it. Expert Fees are subject to applicable tax deductions at source.
6.2. Unless agreed otherwise, Expert is compensated only for time spent interacting with Clients on Projects at the agreed rate. Preparation, wait time, or time set aside for a non-occurring Project is not compensated unless it is exclusively approved by the Client in advance.
6.3. If a Client disputes Expert's payment request or work quality, Company may withhold payment until resolution. Expert has no payment right for Projects/Platform Activities if Company reasonably determines a violation of these Terms or compliance rules (e.g., incorrect profile info, violating referral rules). If payment has been received for such violations, Company has the right to recover it in full. Expert agrees Company has the sole and final authority to resolve such disputes reasonably and Expert is bound by that decision.
6.4. Expert is responsible for providing and keeping up-to-date their/their organization's payment details on their Vedak Expert Profile. If employed, Expert must follow employer policies on Company payments. Expert is solely responsible for bank fees to process Company payments and for paying applicable taxes in their jurisdiction, providing evidence upon Company's request.
7.1. "Confidential Information" means all non-public and proprietary information of Company or Client ("Discloser") received by Expert during an engagement. This includes inventions, IP, ideas, trade secrets, business information (know-how, processes, data), and financial information (client lists, market reports, employee data). Any such information, whether oral or tangible (e.g., digital media, documents), belonging to Discloser or its clients/partners/vendors/affiliates, constitutes Confidential Information. Unless specified otherwise by Discloser, all information received by Expert during engagement is Confidential Information.
7.2. Confidential Information does not include information Expert can prove:
7.2.1. Is or becomes generally known/available through no fault of Expert. Expert must immediately inform Discloser if this occurs.
7.2.2. Was known to Expert prior to receipt from Discloser. Expert must immediately disclose this to Discloser upon receipt and provide satisfactory proof.
7.2.3. Is furnished to Expert by a third party as a matter of right, without disclosure restrictions. Expert must immediately inform Company of this upon receipt.
7.3. Expert agrees to strictly abide by:
7.3.1. Not attempting to access Confidential Information without authorization.
7.3.2. Keeping all Confidential Information strictly confidential; not disclosing/using it for Expert's or a third party's benefit (financial or otherwise), except as expressly permitted or with Discloser's prior written consent.
7.3.3. Protecting Confidential Information with the highest care to prevent unauthorized access or use.
7.3.4. Not reproducing Confidential Information without Discloser's prior written consent.
7.3.5. Disclosing Confidential Information only if legally required or by court order, provided Expert gives Discloser prior notice (if permissible) and cooperates in protecting the information.
7.3.6. Confirming all Confidential Information remains sole property of Discloser (or its clients/partners). Upon Agreement termination, Expert shall, as instructed, return/destroy all Confidential Information and Discloser property, executing a declaration if required.
7.3.7. Not attempting to access prohibited databases (e.g., client databases, other Confidential Information) without express written approval. If unauthorized access occurs, Expert must immediately inform Discloser and maintain utmost confidentiality.
7.3.8. Acknowledging that confidentiality obligations survive Agreement termination. Breach may result in injunctive relief, damages, and other legal remedies, without prejudice to other Discloser remedies.
7.3.9. Acknowledging that unauthorized use of Confidential Information may constitute criminal breach of trust.
7.3.10. Understanding that confidentiality provisions apply even if Expert gains unauthorized/inadvertent access to Confidential Information.
7.3.11. Clients and Company Information: Expert agrees not to disclose or personally benefit from (Restricted Information) received through Vedak Network participation (e.g., for securities trading/investment decisions) until it becomes publicly available through no fault of Expert, unless expressly permitted by Company for a Project. Strictly confidential information includes: (1) Client identity (do not list on resume/profile); (2) Project information (invites, lists); (3) actual/potential Client business/investment/trading decisions; (4) Client-provided materials; or (5) other nonpublic/proprietary Company/Client information. If compelled by legal order to disclose Restricted Information, Expert will promptly notify Company (unless prohibited) and cooperate in protecting it. Upon request, Expert will return/destroy all Restricted Information.
7.3.12. Necessary Disclosure: Expert may disclose general topic and Client description to secure necessary third-party consent for participation, prior to accepting a Project invitation.
7.3.13. Collaborative Projects: Expert owes the same non-disclosure duty to other Experts in collaborative Projects/Platform Activities as to Clients. If introduced to other Experts via Vedak, Expert may not directly/indirectly solicit them for outside projects/engagements without Company's prior written consent.
7.4. Insider Trading / Use of Confidential Information: Expert shall not use any Confidential Information or Restricted Information obtained through the Platform, Projects, or Company, directly or indirectly, for securities trading, personal benefit, or to advise third parties on investment decisions. Expert shall comply with all applicable insider trading and securities laws in India and internationally.
8.1. "Intellectual Property" includes all generally recognized intellectual property under applicable laws (inventions, innovations, works, patentable/copyrightable or not). Without limitation, it includes software, documentation, manuals, inventions, processes, designs, ideas, formulae, trade secrets, know-how, or data.
8.2. Expert shall, if required by Clients, execute assignments, covenants, undertakings, and licenses to secure Client use of Intellectual Property from Expert Services, including originality and non-infringement covenants. Expert represents that, unless disclosed to Clients, all work from Expert Services is original and does not violate third-party IP rights.
8.3. Expert shall always abide by Company's Intellectual Property policies.
8.4. Expert Content and Ownership: Expert represents that all materials (any format) submitted, uploaded, or provided to a Client or Company (Content) is their intellectual property or they have valid licenses. Expert is solely responsible for Content and agrees not to submit unlawful, infringing, or otherwise violating Content or these Terms. Expert owns all Content IP rights; Company agrees not to act inconsistently. Expert grants Company a non-exclusive, royalty-free, transferable, sub-licensable, perpetual, irrevocable license to copy, modify, display, distribute, create derivative works of, and use de-identified/aggregated Content for Vedak Platform Services promotion/operations.
8.4.1. Content Created for Client(s); Client Compliance: As part of a Project, Expert may create content for a Client ("Project Content"). Expert assigns, conveys, and transfers to Client all right, title, and interest in Project Content, which Client shall solely own. Expert will cooperate and sign all documents requested by Client to secure, register, and enforce copyrights in India and foreign countries.
Client may use Project Content for any purpose permitted under its agreement with Company (e.g., reproduction, disclosure, publication), unless otherwise agreed. Content created independently of any Project ("Retained Content") remains Expert's property; Expert grants the Client a perpetual, world-wide, royalty-free, transferable license to use any Retained Content incorporated into Project Content.
Clients are free to use ideas, concepts, know-how, or techniques in Content transmitted for any purpose (e.g., developing products). All inventions, discoveries, or improvements based on Content and information Expert creates for a Client in a Project, and their IP rights, shall be entirely owned by and proprietary to the Client.
8.4.2. Client Recordings/Transcriptions: Expert consents to Clients recording and transcribing consultations/interactions ("Client Recordings") and agrees Client Recordings are owned by Clients and may be used by Client/Company as permitted. Expert consents to chaperoned, recorded, and/or transcribed consultations at Clients' election, acknowledging unannounced presence of third-party chaperones for compliance.
8.4.3. Syndicated Content: Expert retains ownership of Retained Content submitted for sale/license to Clients ("Syndicated Content"). Expert grants Company a limited license to market, promote, and sell Syndicated Content on its websites and through third-party partners (including samples/portions), and to process it for automated search/suggestion systems.
8.4.4. Company Publications: Content submitted for Company publication ("Publications"), other than Syndicated Content, is owned by Company. Expert retains no license to use such Content unless otherwise provided by Company.
8.4.5. Company Recordings/Transcriptions: Company may invite Expert to Projects where image/voice may be recorded/transcribed ("Company Recordings") by Company, Client, or their agents (e.g., live meetings, webcasts). Expert agrees Company (or Client if applicable) owns Company Recordings and has exclusive rights to attribute, use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display Company Recordings (whole/part, original/edited, all languages/forms) for any commercial/noncommercial purpose, unless otherwise agreed.
8.4.6. Content License: For all Content (other than Project Content, Retained Content, Syndicated Content, and Recordings), Expert grants Company a perpetual, world-wide, royalty-free, transferable, exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content (whole/part, original/edited, all languages/forms) for any commercial/noncommercial purpose, unless otherwise agreed.
8.4.7. Content Release & Indemnification: Expert releases Company and its authorized persons from claims/liability (e.g., defamation, copyright infringement, privacy invasion) related to Expert's Content. Expert agrees to indemnify, defend, and hold harmless Company and its Clients from third-party claims that Expert's Content or its use infringes any patent, trademark, copyright, trade secret, or other intellectual property right.
9.1. Expert acknowledges adequate consideration and agrees that for two (2) years thereafter:
9.1.1. Expert shall not directly or indirectly Compete with Company. "Compete" means commencing/carrying on (in any medium, as consultant, employee, etc.) any venture, business, or activity identical or substantially similar to Company's.
9.1.2. Expert shall not solicit, hire, encourage, or induce any Client, consultant, employee, vendor, or other stakeholder of Company to terminate their engagement/contract with Company.
9.2. Expert shall not engage in or contribute knowledge to any work competitive with or functionally similar to a Company product, process, or service (including Vedak Platform Services) with which Expert was associated during their engagement. Expert shall not divert or attempt to divert business from Company or solicit business from Clients.
9.3. Non-Solicitation of Clients: For Clients first introduced through Company, for one year from the most recent Project or introduction, Expert agrees not to knowingly solicit projects from, or propose/agree to consulting, advisory (including directorships), or employment arrangements with such Client, directly or indirectly, without Company's written permission. This does not prohibit Expert from providing legal advice if retained by a Client. For one year after terminating relations with Company, Expert also agrees not to knowingly solicit for employment any Company employee or Clients first introduced due to Expert's status.
9.4. If these restrictions are deemed unenforceable by a court, Expert consents to their modification to be enforceable to the maximum extent permitted by law.
10.1. Expert shall indemnify and hold harmless Company, its affiliates, officers, directors, employees, and agents from any claims, actions, suits, proceedings, costs, expenses (including legal fees), damages, obligations, and liabilities ("Claims") resulting from Expert's acts/omissions, including violations of Indian/other applicable laws.
10.2. This indemnity applies to Claims by or resulting from:
10.2.1. Expert Services;
10.2.2. Negligence, fraud, willful misconduct, harassment (including sexual harassment), or other wrongful/illegal acts/omissions towards Clients;
10.2.3. Failure to comply with applicable local law;
10.2.4. Violation of confidentiality, non-compete, and/or non-solicit provisions of this Agreement;
10.2.5. Any alleged breach of contractual obligation with any current/previous employer by Expert; or
10.2.6. Infringement of third-party Intellectual Property (including current/previous employers or their principals, clients, vendors, business associates).
10.3. This does not limit Company's right to participate (at Expert's cost) in the defense of any Claims if Company deems Expert's defense inadequate.
10.4. Company's liability to Expert is limited to undisputed Expert Fees and shall not extend to indirect damages (e.g., special, incidental, consequential, exemplary, punitive damages, or loss of profits).
10.5. Right to Injunction: Expert acknowledges that if they breach or threaten to breach obligations related to Company websites, Confidentiality, or Non-Solicitation, Company's/Clients' remedies at law will be inadequate. Company/Client may seek an injunction to prevent prospective/continuing breach and maintain status quo pending arbitration.
10.6. Expert's Sole Responsibility: Expert is solely responsible for their actions. Company has no obligation to defend Expert, provide legal counsel, or pay legal costs/expenses on Expert's behalf.
11.1. Unless terminated earlier, the Agreement's Term is one (1) year from the Effective Date, renewable by mutual agreement for subsequent one (1) year periods.
11.2. Termination by Company. Company may terminate Expert's services:
11.2.1. For Convenience: At any time without reasons, with seven (07) days prior written notice.
11.2.2. For Cause (including breach): At any time with fifteen (15) days written notice. If the cause is curable, Company will not terminate if cured to its satisfaction within this period. Immediate termination rights exist for Expert's breach of confidentiality, sexual harassment, physical abuse, and similar conduct.
11.3. Termination by Expert. Expert may terminate engagement with thirty (30) days prior written notice. Except for exceptional reasons (e.g., prolonged sickness, disability), termination shall not affect current Expert Services, which Expert must complete as agreed with Clients.
11.4. Consequences of Termination: Upon Expert's engagement termination for any reason, Expert must comply with Company's disengagement processes. Only upon such compliance will the Company process Expert Fees or other due payments.
12.1. This Agreement is governed by Indian laws. Disputes arising from/in connection with this Agreement (excluding IP infringement or unauthorized Platform access/use) shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996, and the ADReS Now Rules of Arbitration. The arbitral tribunal will be a sole arbitrator, with proceedings in English. The seat of arbitration shall be Bangalore. The arbitrator shall issue a reasoned award, final and binding on both parties, whose jurisdiction cannot be challenged after the award. Expert's obligations remain in effect during arbitration. Arbitrator fees are shared equally.
12.2. Class Action Waiver: Expert agrees to individual arbitration. Neither Expert nor Company shall join/consolidate claims by/against other Experts, or arbitrate as a class representative, class member, or in a private attorney general capacity. If any part of this arbitration agreement is found unenforceable, it shall be severed, and the remaining terms enforced (but no class arbitration). Expert and Company waive rights to litigate claims in court/before a jury, or participate in class/representative actions. Discovery rights may be limited in arbitration.
13.1. Priority: If any inconsistency exists between this Agreement and other policies/terms, Company's interpretation is final and binding on Expert. If inconsistency between this Agreement and the Code of Conduct, the interpretation more favorable to Company and Client prevails.
13.2. Modification: This Agreement may only be modified or terminated, in whole or part, by a written (including email) document issued by an authorized Company representative.
13.3. No Conflict: Expert represents having no other agreements or obligations (including with current/previous employers) that conflict with these Terms.
13.4. Publicity: During the Agreement term, Expert shall not: (a) disclose Company/Client information to media without Company's consent; or (b) communicate with intent to disclose to media, or where media disclosure is reasonably expected. Expert shall not act prejudicially to Company and will promptly inform Company of any such act/event.
13.5. Data Protection and Privacy: Expert acknowledges Company processes Expert's personal data per Company's Privacy Policy and applicable data protection laws (e.g., IT Act, 2000; GDPR). Expert consents to this processing and necessary cross-border data transfers for Platform operation/Agreement performance. Expert shall process personal data from Company only as strictly necessary, per Company's instructions and applicable law.
13.6. No Waiver: Failure or delay by either party to exercise/enforce a right/claim is not a waiver of that right/claim, nor does it affect future enforcement, unless an express written waiver is signed by authorized representatives.
13.7. Assignment: Expert Services are personal. Expert shall not assign, delegate, transfer, or subcontract any rights, duties, projects, or obligations under this Agreement (whole or part) to any other person/entity without Company's prior written consent. Company may assign its rights/duties herein to a third party, and Expert consents.
13.8. Notices: Written notices/communications are deemed delivered: (i) immediately upon personal delivery; or (ii) three working days after dispatch by registered post/courier (with receipt/challan) to respective addresses. Routine communications may be by email/facsimile.
13.9. Survival: Clauses intended by their nature to survive (including 7 (Confidentiality Obligations), 8 (Intellectual Property), 9 (Non-Compete and Non-Solicitation), 10 (Indemnity and Limitation of Liability), 11 (Term, Termination and Suspension), 12 (Governing Law and Dispute Resolution), and 13 (Miscellaneous)) shall survive Agreement termination.
13.10. Severability: If any portion of this Agreement is unlawful/unenforceable, it is ineffective only to that extent in that jurisdiction. Other provisions remain fully effective. If non-compete is unenforceable, it shall be enforced to the maximum extent possible after severance.
Post-Project Attestation
Expert acknowledges Company/Client may require attestation of compliance with these Terms and additional policies upon Project completion. This includes confirming that during the Project:
(1) Expert did not disclose confidential (including MNPI), trust-bound, unlawful, or inappropriate information to Client;
(2) Expert did not breach obligations to a third party (e.g., employer);
(3) Expert complied with (and will comply with) these Terms and Company's compliance policies; and
(4) Expert will not use/disclose third parties any information obtained from Client.
Expert agrees to immediately notify compliance@vedak.com if they believe a violation occurred. By invoicing Company for any Project, Expert attests to these conditions.