Terms and Conditions

Last updated: 27 April 2022

Preface

By checking the T&C box in the Le Circle online application form (hereafter “Terms and Conditions”) the Expert agrees with them, and that they constitute a binding contract between Le Circle (hereafter “Le Circle” or “we”) and each Expert (hereafter “Expert”). These Terms and Conditions supersede every prior version of the Le Circle Terms and Conditions.

Definitions

“Client” means the entity or individual user that shares a Project with Laurendeau & Associates;

“Expert” means a member of Le Circle that performs, intends to perform, or seeks to perform Projects whether as a self-employed individual or through a legal entity;

“Project” means an engagement, assignment, or services that Experts are solicited to perform for a Client through Le Circle;

“Le Circle”, “we”, “us”, or “our” means Le Circle (registered as Laurendeau & Associates in California, USA).

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General introduction

1. Laurendeau & Associates is delivering bespoke advisory to Clients in low and middle income countries.

2. Based on Clients’ needs Le Circle actively contacts Experts in order to determine whether they are suitable and interested to take part in a specific advisory Project.

3. Projects might take the form of following engagements:

Hourly engagements

In this model all experts are put on Le Circle’s payroll, meaning Le Circle handles all of contracting, as well as payments to Expert. There are three options for hourly engagements:

Option 1:one-off call

In this option the engagement is a one-off consultation, usually lasting 1 or 2 hours, and is conducted as a single, continuous consultation through a web-conferencing platform such as MS Teams, Zoom or Webex. In special circumstances, Experts may be asked to prepare for the call or conduct a study. Once the call is completed, Le Circle will pay the expert after an invoice is submitted.

Option 2: open tap

In this option, after the first call has been completed (Option 1), the end client asks to conduct more calls. The engagement is composed of several consultations and is conducted on separate dates within 1-6 weeks through a web-conferencing platform such as MS Teams, Zoom or Webex. In special circumstances, Experts may be asked to prepare for one or more calls or conduct a study. Once all the calls are completed, Le Circle will pay the expert after an invoice is submitted.

Option 3: fixed number of hours

In this option, the end client orders a specific number of hours of calls before the consultations commence. The engagement is composed of several consultations, usually no more than 20 hours of calls and is conducted on one occasion or on separate dates within a pre-specified timeframe through a web-conferencing platform such as MS Teams, Zoom or Webex. In special circumstances, Experts may be asked to prepare for one or more calls or conduct a study. Once all the calls are completed, Le Circle will pay the expert after an invoice is submitted.

Daily engagements:

In this model all experts are put on Le Circle’s payroll, meaning Le Circle handles all of contracting, as well as payments to Expert.

In this option, the end client orders a specific number of days of Expert’s work before the engagement commences. The engagement is composed of several days of work, usually no more than 20. The engagement is conducted either remotely with a direct contact with the end client or onsite, arranged by the end client. In special circumstances, Experts may be asked to prepare for the engagement before it starts. Once the engagement is completed, Le Circle will pay the expert after an invoice is submitted.

From time to time, Client and Expert may execute one or more statement(s) of work, substantially in the form attached hereto as Service Agreement, detailing the specific services to be performed by the Expert (as executed, a “Statement of Work”). Each Statement of Work will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. A Statement of Work may be amended only by a signed (by each party’s authorized signatory) and written agreement of the parties. 

Performance of Services. 

Expert will perform the services described in each Statement of Work (the “Services”) in accordance with the terms and conditions set forth in each Statement of Work and this Agreement. Unless otherwise agreed by Client, Expert will determine, in Expert’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Expert will at all times comply with applicable law and any compliance policies drawn to Expert’s attention. 

Membership in Le Circle

Membership in Le Circle requires filling out the details of the Expert’s profile. The Expert’s details will need to include:

            – Expert’s name and surname

            – Expert’s email address

            – Expert’s phone number

            – A link to Expert’s Linkedin profile

            – Expert’s CV/Resume

The Expert is authorized to become an Expert in Le Circle and take an active part in any Project only under the following compliance conditions:

1. None of the engagement would present a conflict of interest or breach of any agreement the Expert is part of.

1. None of the engagement would result in a violation of any applicable law, policy, Terms and Conditions, or any other of the Expert’s obligations to a third party.

1. None of the engagement would result in a disclosure of confidential information of any type.

1. None of the engagement would result in any violation of fair competition rules, and therefore the Expert is obliged to reject any Project which might result in advisory work for direct competition of the Expert’s current employer.

1. When acting as a contractor on behalf of Le Circle or Client, the Expert shall not enter in any consultations on or regarding an employer that the Expert is currently employed by.

1. If the Expert currently holds a formal employment contract or position, and have a contractual obligation to obtain permissions for any other professional engagements, the Expert is only authorized to engage in consultations with a written permission from the Expert’s current employer.

1. If the Expert is currently, or has been, a government employee, or an employee serving on a public entity such as a statutory board, it is recommended that the Expert receives a formal written approval before engaging in consultations. If the Expert’s contract or terms of employment include such an obligation, the Expert is required to receive one in order to engage on a project of any sorts.

The Expert is obliged to decline active participation in Projects that might result in violation of any of the above compliance rules. The Expert’s participation in Le Circle and Projects is always at the Expert’s discretion. Experts are not obligated to take an active part in any Project and may decline involvement at any stage of the negotiations.

By accepting these Terms and Conditions and participating in Le Circle the Expert represents that:

1. The Expert has not been admitted of committing, accused or convicted of, or plead guilty to a felony or any offense concerning dishonesty or deception (e.g., fraud etc.);

1. The Expert has not been sued for fraud, theft of corporate assets, breach of a non-disclosure agreement or confidentiality or any similar action;

1. The Expert has not been subject to any judgment, order, action, or investigation of a court or any specialized national, regional or international regulatory institution, relating to infringement of civil or criminal fraud, securities laws or deceptive practices;

1. The Expert has not been included on the European Central Exclusion Database or US Excluded Parties List System, or any other similar list maintained by national or international institutions or bodies.

As an Expert, the Expert acts on the Expert’s own behalf as an independent contractor and shall not present themselves as a Laurendeau & Associates employee. Neither the Expert is entitled to any benefit accompanying Le Circle employment.

During the whole cooperation process on Le Circle, the Expert should act in good faith, in a professional and workmanlike manner, to the best of Expert’s ability, and in accordance with these Terms & Conditions.

Process

1. When an Expert joins Le Circle, Le Circle will initiate contact when an opportunity matching the Expert’s profile is placed with Le Circle by a Client. When that happens, our team will connect with the Expert through email, phone or Linkedin to present the details of the engagement and determine Expert’s interest and potential availability. Le Circle team will stay in touch until the project is concluded.

1. Apart from that, the Expert might also be contacted by Le Circle team when:

– one of the opportunities raises the option of a referral (that also entails a referral fee paid to the Expert who referred another Expert who got engaged).

– Le Circle has some important information to pass through, such as an update to our terms and conditions or news that may impact an Expert’s membership

Non disclosure

1. Apart from the general non-disclosure terms, each individual engagement may require a separate, detailed NDA to be signed before the engagement or a specific part of an engagement commences.

1. As a member of Le Circle, the Expert agrees not to disclose or use for personal benefit any restricted or confidential information acquired because of the Expert’s participation in Le Circle or Project. The Expert agrees to conform with this principle until time as the confidential or restricted information has become public, or the Expert receives express permit from Le Circle or Client who provide Expert information, and except to the extent required by law. The following is considered strictly confidential:

Client identity (e.g. do not list Clients on Expert’s CV);

Information about Projects;

Any information or material acquired from Client during Project execution or before that (vetting process, negotiations, etc.);

Any other nonpublic information of Le Circle or its Clients.

1. If requested by Le Circle or a Client, the Expert agrees to return, destroy or dispose of all restricted or confidential information in the Expert’s possession.

1. When acting as a contractor on behalf of Le Circle or Client the Expert shall strictly obey all anti-corruption laws and regulations and act in line with them, including but not limited to, European Council The Criminal Law Convention on Corruption and U.S Foreign Corrupt Practices Act. The Expert should not pay, offer or promise any funds, gifts or other valuable items to any person.

Electronic Signatures. 

Except where prohibited by law, the parties consent to use their electronic signature to execute ] Agreements and agree that such signatures are valid and binding on the parties

Scope of Projects

If not agreed in writing by Le Circle or stated directly in Project description, the Expert will be compensated at an agreed rate only for the precise time spent working with Clients on Projects. The Expert will not be compensated for wait time, preparation time, or time set aside, would a Project with a Client not occur. All cooperation must be set up through Le Circle if not agreed differently in writing by Le Circle.

Anti-circumvention Provision

1. Depending on the nature and arrangements of an engagement, the relationship between Le Circle and Experts will be subjected to a different set of non-circumvention provisions.

1. The general rule for engagements via phone consultations is:

After the completion of a Project with a Client to whom the Expert has been introduced by Le Circle, the Expert agrees not to directly contact the Client for any reason or provide the Client with any unsolicited information without our prior consent. The Expert also agrees that for a period of one year from the completion of any Project with a Client to whom the Expert has been first introduced by Le Circle, the Expert will not circumvent Le Circle by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement with such Client pursuant to which the Expert would be engaged by such Client to provide services without Le Circle’s prior written consent.

1. Unless specified otherwise in the service agreement, the Expert is not authorized to share the Expert’s contact information (phone number, email) directly with the Client, without a direct request from Le Circle. Would a Client contact the Expert without arranging the Project through Le Circle, the Expert is not eligible for compensation from Le Circle. Clients are not authorized to expand the scope of a Project, if not approved in writing by Le Circle.

1. We understand that there may be instances when Experts may have prior relations with Client or Client affiliates. In such situations approaches to non-cricumvition will be addressed on a case-by-case basis. The Expert has a duty to inform Le Circle about such instances.

1. For longer-term engagements the provisions will be specified as part of separate service agreements.

Payments

1. Within 30 days of completion of a Project, unless otherwise agreed in writing, Expert must request payment from Le Circle for the work he or she performed on the Project. Payments will be made following the completion of an Expert’s consulting engagement, typically within 14 days following the Expert’s request for such payment. Payments will be based on the applicable rate in the Expert’s profile upon Project acceptance, unless otherwise agreed in writing by Le Circle or as specified in the Project invitation. Unless specified otherwise in the Service Agreement, Experts may not reveal his or her billing rates and financial arrangements to Clients without Le Circle’s prior written consent.

b)   For phone consultations, Experts will be compensated for the total number of full hours and 15-minute increments spent on the phone with Clients (as recorded in Le Circle’s systems). Any partial minutes will be rounded down to the nearest whole minute. In the event that a Client disputes the Expert’s request for payment or the quality of the Expert’s work on a Project, Le Circle may withhold payment until such dispute is resolved. Expert agrees that in the event of any such payment dispute, Le Circle has the sole and final authority to resolve such dispute in Le Circle’s reasonable discretion, and the Expert agrees to be bound thereby.

c)    The Expert further understands and agrees that the Expert has no right to payment for a Project to the extent Le Circle reasonably determines the Expert has violated these Terms & Conditions or Le Circle’s compliance rules, including but not limited to providing incorrect information on the Expert profile or referring third parties in violation of law, and to the extent the Expert has already received payment for Projects involving such violations, Le Circle shall have the right to recover such payments in full.

Privacy

1. Le Circle takes seriously the protection of the Expert’s privacy and confidentiality and we undertake to preserve the confidentiality of all information the Expert provides to Le Circle.

1. The full content of the Privacy Policy is available on our website.

Copyright

The Expert is solely responsible for the content that the Expert shares or creates in connection with the Expert’s performance of services hereunder.  The Expert represents that the Expert owns or has obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”), that the Expert provides to Le Circle, Clients or third parties in connection with the Expert’s performance of such services.  IP that the Expert creates in connection with any Client Project shall be solely owned by the Client who requested the Project and that Client may use such IP for any purpose permitted under applicable law and that Client’s agreement with Le Circle.  Any inventions, discoveries or improvements that are based in any way on any IP the Expert creates for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Client.  Any IP that the Expert created prior to, or independently of, any Project (hereafter, “Expert IP”) remains the Expert’s property.  However, with respect to any Expert IP that the Expert shares or otherwise provides to a Client in connection with a Project, the Expert shall automatically grant that Client a perpetual, world-wide, royalty-free, and transferable license to use such Expert IP.  Without limiting the foregoing, the Expert further agrees that each Client is free to use any ideas, concepts, know-how, or techniques contained in any IP the Expert shares with or otherwise provide to that Client for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.

Limitation of liability

In no event would Le Circle be liable to the Expert’s or any other party for damages resulting from or relating to the Expert’s participation and activities as a member of Le Circle. These include any damages occurring due to the performance of any service by the Expert, the processing of any personal data by the Expert, including without limitation any incidental, punitive, special or consequential damages regardless of the theory of liability, even if Le Circle has been informed of the possibility of such damages. As a participant of Le Circle, no expert is to provide personal or professional advice such as, and not limited to, investments, legal, or medical advice.

Indemnification by Expert

1. Expert will indemnify and hold Client harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by any government authority and/or court of law on Client to pay any withholding taxes, social security, unemployment or disability insurance, employees’ retirement and/or pension benefits or similar items in connection with compensation received by Expert pursuant to this Agreement. In the event of any violation by Expert of applicable law related to this Section, Expert will indemnify Client for and in respect of: 

1. Payment of all taxes, salaries, benefits, national insurance premiums, social security contributions, withholding taxes, workers’ compensation, unemployment and disability insurance, employees’ retirement and/or pension benefits and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services required by any government agency; except where recovery by Client pursuant to this Section is prohibited by law; and all reasonable costs, expenses, penalties, fines or interest incurred or payable by Client in connection with or in consequence of Expert’s failure to pay any amounts due and owing to any government agency; except where Expert’s failure to pay was caused directly by Client’s negligence or intentional misconduct; 

1. Any liability arising from any employment-related claim or any claim based on worker status (including reasonable fees and expenses of attorneys and other professionals) brought by Expert against Client arising out of or in connection with the provision of the Services.

1. As a member of Le Circle, the Expert is responsible for Expert’s actions and Le Circle do not have any obligation to defend the Expert, provide legal support or cover legal expenses on Expert’s behalf.

1. Le Circle confirms that it will not seek to impose on any individual Expert any liability for damages based on his or her activities in Le Circle, so long as this damages are not related to or arise out of the failure of the Expert to comply with these Terms & Conditions, or activity that violates any applicable law or constitutes gross misconduct.

1. Subject to the provisions above, neither party will be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with this Agreement for: 

1. any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services); 

1. any loss of goodwill or reputation; or 

1. any special, indirect or consequential losses suffered or incurred by a party arising out of or in connection with the provisions of, or any matter under the Agreement; whether or not such losses were within the contemplation of the parties on the Effective Date. 

1. In no event will either party be liable for any special, incidental, punitive, exemplary or consequential damages of any kind in connection with this agreement, even if the party has been in advance of the possibility of such damages. Except as otherwise set forth in this section, each party’s maximum liability will not exceed the undisputed outstanding balances owed to Expert.

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Governing Law and Jurisdiction

Governing Law. This Agreement, including its arbitration clause, is governed by English law and the parties agree that any dispute (contractual or non- contractual) concerning this Agreement shall be referred to and finally resolved by arbitration under the LCIA Rules by three arbitrators appointed in accordance with such rules. The seat of the arbitration shall be London, United Kingdom. Either party may apply to any court for interim relief prior to the appointment of the arbitral tribunal. 

Contract Changes and Side Agreements

1. These terms and their Annexes comprise the complete agreement between the Parties, and supersede all previous written and oral designs, agreements and arrangements.

2. Le Circle reserves the right to amend these terms. By continuing to use the service provided by Le Circle, the Expert agrees to such amendments. Insofar as an amendment is a material amendment with significant effects, Le Circle must provide reasonable advance notice of the change.

Termination    

Subject to the Expert’s obligation to complete Projects for which the Expert is engaged, the Expert has the right to withdraw from the Project at any time upon written notice to Le Circle, and Le Circle has the unlimited right to terminate or limit Expert’s membership at any time and for any reason.

Severability Clause

Should any of the above provisions be found to be legally invalid, this shall not result in the invalidity of the remaining provisions. Rather, the invalid provision shall be replaced by a valid provision reflecting the economic intent of the invalid provision.