Expert Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the participation of individuals ("Experts") who provide insights, advice, or consultancy services ("Services") to Focus Research Group Limited ("Company", "we", "us", "our"). By accepting an engagement or providing Services, you agree to be bound by these Terms.

2. Status of Expert

• The Expert is engaged as an independent contractor. Nothing in these Terms shall render the Expert an employee, worker, agent, or partner of the Company, and the Expert shall not hold themselves out as such.
• The Expert has no authority to bind the Company in any way, nor to represent themselves as having such authority.
• The Expert is responsible for all costs and expenses incurred in providing the Services, unless otherwise agreed in writing.

3. Taxation and Legal Compliance

• The Expert shall be solely responsible for:
  • The payment of all taxes, including (but not limited to) Income Tax and National Insurance contributions, arising from payments made by the Company to the Expert.
  • Compliance with all applicable laws and regulations regarding the provision of the Services.
• The Company shall make payments to the Expert gross of any deductions, and shall not withhold PAYE, National Insurance contributions, VAT, or any other taxes unless legally required to do so.
• If the Expert is VAT registered, the Expert must provide a valid VAT invoice to the Company.
• The Expert agrees to indemnify and keep indemnified the Company against all liabilities, costs, expenses, damages, and losses (including but not limited to any interest, penalties, and legal costs) arising out of or in connection with any breach by the Expert of this clause.

4. Confidentiality

• Unless explicitly stated otherwise, the Expert shall keep confidential all information disclosed to them by the Company, its clients, or any third parties in connection with their engagement ("Confidential Information").
• The Expert shall not disclose, use, or permit the use of any Confidential Information except as strictly necessary for the performance of the Services.
• This confidentiality obligation shall survive termination of the Expert’s relationship with the Company.

5. Intellectual Property

• All intellectual property rights arising from or created in connection with the Services shall be the sole and exclusive property of the Company or its client (as applicable).
• The Expert hereby assigns (by way of present and future assignment) all such intellectual property rights to the Company or its client, and shall do all things necessary to give effect to this assignment if requested.

6. Data Protection

• The Company and the Expert shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
• If the Expert receives any personal data during the course of their Services, they must process it strictly in accordance with the Company’s instructions and applicable law.

7. Payment

• The Company shall pay the Expert the agreed fee for the Services following satisfactory completion, in accordance with the Company’s standard payment practices.
• The timing and method of payment shall be at the Company’s discretion.
• No additional benefits, expenses, or compensation will be provided unless expressly agreed in writing.

8. Indemnity

• The Expert shall indemnify and hold harmless the Company from and against all claims, liabilities, losses, damages, costs, and expenses arising out of or in connection with:
  • Any breach by the Expert of these Terms;
  • Any act or omission by the Expert in the course of performing the Services.

9. Termination

• Either party may terminate the engagement at any time by giving written notice.
• The Company may terminate immediately if the Expert breaches any material term of these Terms.
• Upon termination, the Expert shall immediately cease using any Confidential Information and return or destroy it upon request.

10. General

• These Terms constitute the entire agreement between the Company and the Expert and supersede any prior agreements.
• No variation of these Terms shall be effective unless agreed in writing by the Company.
• If any provision of these Terms is found to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
• These Terms are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction over any disputes arising from them.