Terms and Conditions for Professionals

1.1 Knowledge Gate Group engages in business services related to information mediation (“Activities”) between you, as an individual market participant (“Professional”) on one side and its clients on the other side, who seek to perform research around certain topics of interest. Activities may include, but are not limited to, telephone conversations directly between Professionals and clients, telephone conversations conducted by Knowledge Gate Group on behalf of the clients, physical meetings between Professionals and clients, or the Professionals’ participation in surveys.

1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2.1 It is of utmost importance to Knowledge Gate Group that Professionals adhere to the highest professional standards that clients or any other stakeholder may expect. Similarly, all Professionals are expected to adhere to similar professional standards in Activities arranged by Knowledge Gate Group. As such, it is the Professional’s responsibility to decline participation in Activities in which the relevant scope is outside the Professional’s area of knowledge, or for which the Professional is not eligible.

2.2 Notwithstanding the above, Professionals involved in any Activity in relation to Knowledge Gate Group must fulfill certain requirements. By accepting these Terms and Conditions, Professionals ensure full eligibility as defined by the requirements listed below. If full eligibility cannot be ensured, Professionals must decline participation in the Activity.

1. (a) The Professional shall at all times meet or exceed the expectations of a highly qualified professional in the same field as the Professional and provide the same level of high quality advice as can be expected from such professional.
2. (b) The Professional must comply with all applicable laws and regulations.
3. (c) The Professional must actively avoid all possible conflicts of interest (ethical, professional, or potential other) which he or she may face as part of engaging in an Activity.
4. (d) The Professional needs to obtain all necessary consents and waivers from any relevant third party in relation to which he or she has a contractual obligation to.
5. (e) The Professional must comply with all commitments to third parties to which he or she is bound, including but not limited to current and former employees.
6. (f) The Professional must not be a director, officer or employee of an organization that is subject to a takeover or tender offer (i.e. the offer of purchasing all or a part of the shares of a public company)
7. (g) The Professional cannot engage in Activities that specifically relate to a company of which the Professional is currently an employee or in a similar position, thus could include the use of trade secrets or know-how belonging to that company.
8. (h) The Professional must establish that the client of Knowledge Gate Group with which the Professional may engage is not a competitor of the Professional’s current employer and that no similar conflict of interest exists or can arise.
9. (i) The Professional cannot engage in Activities in such a way that it results in a breach of a formal or informal contract to a third party to which the Professional is bound. (j) The Professional cannot engage in Activities that specifically relate to questions regarding accounting or financial matters of a company or its affiliates, if the Professional has been employed in such a company's accounting or finance department, or in a similar position within the last six months.
10. (k) The Professional cannot during an Activity, discuss any government legislations, regulations, policies or other related matters that he or she is in position to influence in any way, if the Professional is a government official.
11. (l) The Professional cannot provide advice and/or in any other way act as a representative of a company related to strictly regulated professions. This includes, but is not limited to, financial (including investment and accountancy), legal or medical advice.
12. (m) The Professional cannot engage in Activities specifically related to companies for which the Professional is currently an auditor or has been an auditor during the past three years.
13. (n) The Professional cannot disseminate misleading or erroneous information, misrepresent his or her professional obligation, position or experience in any other way.

2.3 If any of the above requirements at any given point in time are not met, the Professional shall immediately discontinue the Activity and promptly inform Knowledge Gate Group thereof.

2.4 Finally, all Professionals are required, at the request of Knowledge Gate Group, to attest their compliance with these Terms and Conditions in their entirety, before and after the completion of an Activity.

3.1 Professionals can only participate in Activities acting as independent contractors. Should a Professional possess an employment contract with a third party, he or she is considered not to act on that party’s behalf. As such, the Professional should not seek additional instructions as part of engaging in the Activity as set up by Knowledge Gate Group, but should carry out his or her commitments independently.

3.2 The relationship between Knowledge Gate Group and the Professional shall be that of independent contractors. Professionals cannot be considered employees, agents, representatives, partners of, or in any other form of joint venture or cooperation with Knowledge Gate Group. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein. Consequently, the Professionals cannot claim any rights with regards to social security or any other similar benefits. Other formal (e.g. regarding taxation) and informal requirements (e.g. temporary use of equipment for participating in an Activity) are also part of the Professional’s individual responsibility, and will not be fulfilled by Knowledge Gate Group.

4.1 As part of understanding a Professional’s relevance and eligibility in relation to an Activity, biographical information including previous and current professional qualifications and positions and areas of expertise, is collected by Knowledge Gate Group and may also be provided by the Professional. The Professional guarantees that any such information is accurate and not in any way misleading. It is the Professional’s responsibility to inform Knowledge Gate Group, in relation to potential engagement in an Activity, of any potential inaccuracies so that these can be corrected, including any potential changes that may occur over time.

4.2 Moreover, the Professional gives Knowledge Gate Group the right to store and analyze the biographical information as required to facilitate and create commercial Activities in relation to its clients. Knowledge Gate Group ensures that any such analysis is anonymized and serves only to improve the chance of the Professional participating in additional commercial Activities. The Professional also agrees on biographical information to be shared with Knowledge Gate Group’s clients in order to discuss the relevance of potential commercial Activities.

5.1 During and after an Activity, a Professional must always ensure full compliance with the below statements around confidentiality and related matters. Confidential and material non-public information includes, but is not limited to, all types of trade secrets and other information which may be in the possession of the Professional and that either is explicitly labeled as confidential, or which may be considered confidential as a result from the subject matter of the circumstances, or which may reasonably be expected to be considered confidential.

1. (a) The Professional cannot disclose any information that is confidential or protected by law and or any other regulation.
2. (b) The Professional cannot disclose any information not known to the general public or otherwise facilitate access to such information through other channels.
3. (c) The Professional cannot disclose any material non-public or confidential information related to a clinical trial related to which the Professional is in possession of such information.
4. (d) The Professional cannot disclose any relationship with clients of Knowledge Gate Group that relates to an Activity in which the Professional has been involved. Moreover, the Professional cannot propose any further commercial activities to any client without a client’s explicit request. In case of occurrence of such request within a year of the Activity, the Professional is obliged to inform Knowledge Gate Group and should provide details relating to the Activity, including fee arrangements.
5. (e) The Professional cannot consult with any third party related to an Activity and compensate such a third party for information. Similarly, the Professional cannot ask a third party for information about a specific company or otherwise ask about the scope as defined in the Activity in which the Professional is involved.

5.2 The Professional may only share confidential information with its employees, contractors and consultants if they have a need to know about the confidential information for purposes of performing its duties under the Activity. However, they must be under similar confidentiality obligations that require them to protect confidential information.

5.3 This Section Confidentiality shall remain in effect after the Activity is completed, and for as long as the information could be considered confidential.

5.4 The Professional acknowledges the confidential nature of client’s technical documentation, intellectual property and know-how. In case of the Professional ́s breach of the confidentiality obligation set out in these Terms, and in order to protect the confidential information, Knowledge Gate Group shall be entitled to terminate these Terms and the agreement with the Professional immediately upon written notice, and claim from the Professional liquidated damages in the amount of ten thousand Euro (EUR 10.000), without excluding the right of Knowledge Gate Group or client to claim further damages. The Professional understands and agrees that the harm the Professional causes Knowledge Gate Group and the client as a result of disclosure of client’s confidential information would be very difficult or impossible to accurately estimate, and that the liquidated damages only constitute a penalty and not the actual compensation for the anticipated or actual harm that might arise from the Professional’s breach.

6.1 Professionals must and are expected to adhere to all applicable laws, regulations and formal and informal codes of conduct with regards to combating anti-bribery and anti-corruption. Professionals are also obliged to inform Knowledge Gate Group, should they face a situation as part of engaging in an Activity that could constitute improver behavior and/or actions such as improver financial favors of any kind.

7.1 All copyrights, trademarks and other intellectual property rights (registered and unregistered) in and to the Website and Services belong to Knowledge Gate Group and/or third parties. Nothing in these Terms and Conditions grants the Professional a right or license to use any trademark, copyright or other intellectual property right owned or controlled by Knowledge Gate Group or the client, other than as necessary to carry out its obligations under these Terms. The Professional agrees not to sell, rent, lease, loan, distribute or modify any content on the Website.

7.2 Should a Professional provide any tangible material, whether in writing or in any other media format (a “Product”) as part of engaging in an Activity, including but not limited to any kind of report, quantitative or qualitative data, the Professional hereby grants Knowledge Gate Group and Knowledge Gate Group’s client an unlimited, irrevocable, worldwide right to use, copy, modify and distribute the Product at the sole discretion of Knowledge Gate Group’s client. The usage rights include, but are not limited to, any type of modification, copying, and adapting, sharing or similar use. The usage is irrevocable and free of any kind of compensation in relation to the Professional or any other third party.

7.3 The Professional shall indemnify and hold Knowledge Gate Group and its clients harmless from and against any and all damage, cost and expenses (including reasonable attorney’s fees) incurred as a result of any claim, suit or proceeding brought against any of them based on the allegation that the use of any of the Professional’s Product constitutes an infringement of any intellectual property rights or applications thereof (including but not limited to patents, utility models, industrial designs, copyrights and trademarks) or an unauthorized use of trade secrets.

7.4 Further, in the event that any of the Professional’s Products in such suit or proceeding is held to constitute an infringement or its further use is enjoined, the Professional may, at its own expense either

1. (a) procure for Knowledge Gate Group and its clients the right to continue the use of such intellectual property rights; or
2. (b) replace the same with non-infringing result of equivalent function and performance; or
3. (c) modify such intellectual property rights so that it becomes non-infringing without detracting from function or performance.

8.1 Knowledge Gate Group may contact Professionals to preliminary discuss Activities but guarantees no interaction which could lead to any form of remuneration. Such preliminary discussions are intended to investigate the general level of appropriateness, relevance, and eligibility of the Professional in question.

8.2 Remuneration for completed Activities is agreed and confirmed in each separate case, based on an hourly rate for participating in the Activities.

8.3 The Professional shall invoice in accordance with law. In addition, the Professional shall follow instructions and invoicing requirements as may be set out by Knowledge Gate Group and should within five days after a completed Activity confirm the participation, duration and other relevant details of the Professional’s involvement to Knowledge Gate Group in writing.

1. (a) Remuneration is scaled on a pro rata basis for the time spent in the agreed Activity. No other time spent, preparing or otherwise, in relation to the Activity is compensated, regardless of potential requests directly from Knowledge Gate Group’s clients. Activities that are not direct interactions with Knowledge Gate Group or a client, are remunerated on an ad-hoc basis and thereby agreed separately.
2. (b) Invoice(s) should be sent within eight (8) weeks of a completed Activity, and is payable within 30 days after being received.
3. (c) Additional costs that arise due to incomplete or erroneous information or that arise due to the complexity of the transaction (e.g. as for international transactions) are to be covered by the Professional.

8.4 Failure to comply with the above procedures results in loss of entitlement to payment.

9.1 Knowledge Gate Group is under no circumstances liable to the Professional or any other party for any direct or indirect damage arising as a result of involvement in an Activity as arranged by Knowledge Gate Group, or for any other claims made against the Professional as a consequence of his or her involvement in an Activity.

9.2 Knowledge Gate Group’s maximum cumulative liability under these Terms (if any) to the Professional shall in no circumstances exceed an amount equal to the fees paid to the Professional in the past twelve (12) months. The remedies set forth in these Terms shall be Professional's sole and exclusive remedies for any breach of these Terms by Knowledge Gate Group.

9.3 KNOWLEDGE GATE GROUP DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE WEBSITE OR THROUGH THE SERVICES. KNOWLEDGE GATE GROUP DOES NOT WARRANT THAT THE USE OF THE WEBSITE OR THE SERVICES WILL BE SECURE, UNINTERRUPTED, SAFE, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET THE PROFESSIONAL’S REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. IN ADDITION, KNOWLEDGE GATE GROUP MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND REGARDING THE SUITABILITY AND CREDENTIALS OF ANY CLIENT.

10.1 THE PROFESSIONAL AGREES TO INDEMNIFY, DEFEND AND HOLD KNOWLEDGE GATE GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, INDIRECT LOSSES, EPENSES, OR DEMANDS OF LIABILITY, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES AND COSTS IN CONNECTION WITH ANY CLAIM ARISING OUT OF PROFESSIONAL’S USE OF THE WEBSITE, THE SERVICES AND PROFESSIONAL’S VIOLATION OF THESE TERMS.

10.2 THE PROFESSIONAL SHALL INDEMNIFY AND HOLD KNOWLEDGE GATE GROUP HARMLESS FOR ANY CLAIM, CONTROVERSY OR DAMAGES THAT MAY ARISE FROM ANY DISPUTE BETWEEN THE PROFESSIONAL AND ANY OTHER USER OF THE WEBSITE AND/OR PROFESSIONALS OR OTHER THIRD PARTIES IF RELATED TO THESE TERMS.

11.1 Knowledge Gate Group retains the right to any point in time amend these Terms and Conditions and will in such case post the new version on the Website and inform any active Professionals. The amended Terms and Conditions should be considered effective thirty (30) days upon such notification. If any part of these Terms and Conditions should be considered invalid for any reason, in any jurisdiction, all other parts of the agreement still holds.

11.2 Knowledge Gate Group and any Professional can at any point in time, without stating any specific reason, terminate the cooperation with immediate effect. Communication of such termination shall be in writing. After termination, the Professional is still bound by Section 5, 7, 9 and 10 as outlined above.

11.3 In case of regulatory enquiries, the Professional should provide all reasonable assistance to Knowledge Gate Group and/or Knowledge Gate Group’s clients, for matters concerning his or her involvement in Activities relating or potentially relating to the regulatory enquiry.

11.4 These Terms represent the entire agreement between the parties with respect to the subject matter, and supersedes all previous and contemporaneous negotiations and understandings between the parties, whether written or oral.

11.5 The failure of Knowledge Gate Group to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary and the Terms shall otherwise remain in full force and effect and remain enforceable between the parties.

11.6 Headings of articles are provided for convenience only and shall not affect the interpretation of the provisions of these Terms.

12.1 These Terms shall be construed in accordance with and be governed by the laws of Denmark, without regard to its conflict of law provisions.

12.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by the governing laws of Denmark.

12.3 The seat of all legal disputes shall be Copenhagen, Denmark and the language to be used in the proceedings shall be English unless both parties agree to the Danish language.

Extended or exclusive support from a Professional

1.1 Should a client seek to engage in Activities of extended or repetitive nature with a Professional provided by Knowledge Gate Group, or if the exclusivity is preferred with regards to the Professional’s potential engagement with other clients, additional agreements governing these Activities should be signed outside of these Terms and Conditions. Any such agreement is to be reached directly between the client and the Professional. Knowledge Gate Group will charge a mediation fee in relation for mediating the contact between the two parties as agreed separately, but has no other contractual obligations in further interactions between the client and the Professional.