Terms and Conditions
These terms and conditions (“Terms and Conditions”) between the Registered User
(“You”) and InDiCu incl. its subsidiaries or affiliates
(“InDiCu”, “we”, “us”, “our”) govern the relationship between InDiCu and You, the use of the InDiCu website(s) (“Site(s)”) and
the participation in projects.
InDiCu may change these Terms and Conditions from time to time without notice and any such changes will take effect from the moment when the revised version is available on the Site(s). Therefore we ask you to bookmark and periodically review this page to ensure your understanding of, and agreement with the Terms and Conditions in force at any one point in time. In order to ensure that you understand and agree to the most current version of these Terms and Conditions, we will ask you to agree to the Terms and Conditions in force and to assure that your platform profile is up to date every time you agree to participate in a Project .
Overview and Registration Pre-requisites
Registered Users of InDiCu are professionals and experts across specific industries and areas of expertise who educate and share insights with us by participating in Projects.
You may only register with InDiCu if you have the authority or permission to do so from any and all appropriate parties, including but not limited to present and past employers, companies and organizations you have worked for as service provider and entities or persons with whom you have contractual arrangements which are placing restrictions on your ability to participate in Projects with InDiCu. Prior to registering you must carefully consider all appropriate persons to contact within the firm(s) and organization(s) you need to inform and possibly obtain consents or waivers from.
By registering and accepting these Terms and Conditions you represent that you have obtained all such necessary and appropriate consents and waivers and that your membership and participation is permissible. You further agree that you are joining InDiCu in your individual capacity and not as a representative of any other company or organization. If you are unsure about registering and whether your participation is permissible or whether you can in fact comply with these Terms and Conditions, then you should not register with InDiCu. It is your responsibility to determine whether it is appropriate for you to register with InDiCu. Equally, you are responsible for repeating that decision within every project and every specific questions asked as part thereof.
Registered User Information
InDiCu will review information provided by Registered Users in order to determine possible matches with Projects. Your participation in Projects is always at your discretion and you may decline to participate for whatever reason (including in order to comply with these Terms and Conditions). Similarly, InDiCu cannot guarantee the number and frequency of Project Proposals presented to you or whether you will ever be selected for participation (even if you are interested in participating).
You will be asked to confirm interest in participating in any given Project and by doing so, you confirm that all information supplied by you and reflected in your account is accurate and current and that you consider yourself both competent and able to participate. In determining your ability to participate in a given Project, you should carefully consider whether you can make all the representations outlined in the next section (Project Participation) in relation to that Project and whether there are any conflicts or other reasons that prevent you from participating.
InDiCu will determine your suitability based on, but not limited to your profile, our discussions with you, our own analysis etc. If you are considered suitable, we will send you an email to ask you if you are willing to participate (Project Proposal). Following you confirming your interest in participating in a given Project by accepting the Project Proposal, you will be asked to agree again to these Terms and Conditions in order to ensure you are aware of the current version in force at that time, as well as any additional specific terms that we want you to confirm. Following you confirming your willingness and ability to participate and agreeing to these Terms and Conditions, InDiCu will give you the online access for that Project. On the InDiCu website(s) you will see the complete project details including a price per project question.
When participating in a Project you are acting in your own personal capacity as an independent contractor who is a natural person and not in a relationship of employment, partnership, agency with InDiCu or capable of assuming or creating any responsibility on behalf of InDiCu.
Whether you are agreeing to these Terms and Conditions as part of your initial registration or as confirmation of your willingness and ability to participate in a Project, you must ensure that you can agree to and make any and all of the following representations. By accepting these Terms and Conditions, you agree that you will not discuss or disclose information about a company that you are an officer, director or employee of.
By participating in a Project you are not violating any law or breaching any agreement with or obligation towards a third party (person, employer, former employer, client or other); Your participation in a Project does not give rise to any professional, regulatory or ethical conflict, or result in the breach of a duty of confidentiality you are subject to; Your participation in a Project will not result in the disclosure of any inside information or non-public information concerning a quoted company or instrument; or any trade secret; or any other information you have a duty to keep confidential or you have obtained from any person who expects you to keep such information confidential; You will not give investment, legal or medical advice in the context of a Project. You agree that by consulting with you, we are not entering into any confidential or fiduciary arrangement with you or your employer, if applicable.
You further agree that:
If you are a director, officer or other employee of a company or organization that has made or is subject to a tender offer, or you are employed by an entity that has acted on behalf of a company or organization in connection with such tender offer, you decline participation in any Project related to that tender while the tender process is taking place;
If you are an auditor you will never participate in a Project relating to companies or organizations you currently audit or have audited in the last 3 (three) years;
If you are a doctor participating in a clinical trial, you will not discuss trial results before such results have been made public;
If you have worked in the accounting and finance department of any company within the last 6 (six) months, you will not discuss accounting or financial issues relating to that company or that company’s affiliates;
If during your participation in a Project, you determine any professional, regulatory or ethical conflict, or if you identify any other reason why you may not or should not continue to participate in a Project, you must discontinue your participation and notify us immediately at compliance@InDiCu.com. Discontinuing your participation in a Project does not affect your membership of InDiCu. You agree to cooperate fully in any InDiCu inquiry concerning actual, alleged, or potential violations of these Terms and Conditions.
Any materials, regardless of format or content,
that you submit to InDiCu must be your intellectual property or you have
obtained any necessary permissions or licenses for them to share such
content with InDiCu, and that such content (and InDiCu and/or Clients
use of such content) does not infringe upon the intellectual property
rights of any third party.
You agree you will not submit content to InDiCu that is unlawful, harmful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms and Conditions.
You agree to indemnify, defend and hold harmless InDiCu and its Clients from and against any third party claim that content you submit infringes upon any patent, trademark, copyright, trade secret or other intellectual property right.
You agree that we are permitted to use information learned from you in our analytics, portfolio management, marketing efforts or for any other business purpose without restriction. You agree that any and all content that you provide in the context of a Project represents original work and will be owned by InDiCu as work product. Any and all intellectual property rights associated with the content you provide shall be owned entirely by and shall be proprietary to InDiCu and InDiCu may use such content for any purpose.
You indemnify and agree to keep indemnified InDiCu and any agent, service provider or consultant appointed by InDiCu to participate in and conduct a Project, against any and all liabilities in connection with claims or proceedings based on the claim that any work product infringes any intellectual property rights of yours or a third party.
You hereby grant InDiCu a transferable, royalty-free, worldwide, perpetual license to use, distribute, reproduce, modify, sublicense in whole or in part, in original and modified form and in all languages and formats any and all content. Any material on our Site(s) and any material forwarded to you by InDiCu in connection with a Project is the sole property of InDiCu and may not be reproduced or redistributed without our prior written consent.
As a Registered User of InDiCu, certain information (“Proprietary Information”), including but not limited to the existence or subject matter of any Project Proposal or Project Questionnaire, as well as any confidential information or intellectual property of InDiCu may be disclosed to you or become known to you. While you are a Registered User of InDiCu and thereafter, you agree not to disclose any Proprietary Information to any third party other than the party that disclosed it to you, or to use or benefit from any Proprietary Information. For the avoidance of doubt, this obligation not to use or personally benefit from Proprietary Information prohibits you from using information acquired in connection with a Project to trade securities or to make personal investment decisions. This non-disclosure obligation shall continue until such time as the Proprietary Information becomes publicly available through no action of your own, except to the extent required by law. If you are compelled by order of a court or regulatory body to disclose any Protected Information, you agree to notify InDiCu and will cooperate fully with InDiCu in protecting such information within the confines of the applicable laws or regulations.
Communication with Third Parties
If you speak with a person who is not a Registered User in connection with a Project, you agree (1) to comply with your obligations relating to Proprietary Information at all times, (2) not to compensate such person in any way for information and (3) to disclose clearly that you are acting on behalf of a third party (without identifying InDiCu), (4) assure that such person equally upholds and honors all rules that you have agreed to in this Terms and Conditions statement, unless they only govern the sign up and project selection process.
The parties shall comply with applicable data protection and privacy
legislation regarding the processing of any and all personal information
during your membership or in connection with a Project. The Privacy
Policy explains how we collect, store, use, share and protect personal
information provided by Clients, Registered Users or any visitor to our
Notably, experts remain anonymous to InDiCu, and only give out their personal and payment information to our fiduciary. It is agreed by contract between the fiduciary and InDiCu that the former will under no circumstances disclose the expert identity to InDiCu. All information from Registered Users is submitted to InDiCu and stored under the user name only.
Payment for participation in completed Projects
Depending on the Project and published questionnaires, you may be
entitled to payment of a remuneration for results delivered in a given
The payment is based on results: as long as you deliver meaningful replies you will get paid, proportional to the extend to which you answered the question. The value of a complete answer for each question will be indicated in the questionnaire. Since we will invite different experts to participate, our principle to pay is” first come, first served”. Failure to submit your replies first will result in you forfeiting any fee that you may have been eligible for. Incomplete replies will result in partial payment or no payment.
The InDiCu Page(s) allow you to generate an electronic invoice to InDiCu (“Claim payment” function). The invoice contains only your username. No other invoice format is either needed or allowed by InDiCu. The fiduciary of InDiCu will assure that the corresponding payment is made to your individual account as specified by you. Wire-transfer is the preferred payment method by InDiCu through the fiduciary. However, InDiCu reserves the right to pay through the fiduciary by other means according to availability in the country of the Registered User.
You agree to be aware of the fact that any payments made to you by InDiCu might be subject to taxes, including but not limited to personal income tax. You declare that InDiCu made you aware that it is your sole responsibility to declare and pay all taxes and other liabilities associated with payments made by InDiCu to You.
Right to injunction/limitation on liability
In the event that you, as a
Registered User, breach, or threaten to breach, any of the promises
within these Terms and Conditions, you acknowledge that InDiCu remedy at
law will be inadequate and that InDiCu will be entitled to an injunction
to prevent your prospective or continuing breach and to maintain the
status quo pending arbitration provided for below. In no event shall
InDiCu be liable to you or any other party for any damages resulting
from or relating to your participation as an InDiCu Registered User, the
performance of any services by you as an InDiCu Registered User, or the
business operations of InDiCu, including without limitation for any
incidental, consequential, punitive or special damages.
InDiCu agrees that for its part it shall not seek to impose on any individual InDiCu Registered User any liability for damages based on his or her performance of services hereunder as an InDiCu Member, including without limitation for any incidental, consequential, punitive or special damages so long as such damages do not relate to or arise out of the failure of the InDiCu Member to comply with these Terms and Conditions, including the guidelines and restrictions contained herein, or conduct of activity by the InDiCu Member that constitutes gross misconduct. You are solely responsible for your actions. InDiCu shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
If any term, condition, or provision of these Terms and Conditions is determined to be unlawful, invalid, void, or for any reason unenforceable, the validity and enforceability of the remaining terms, conditions and provisions shall not in any way be affected or impaired.
Entire agreement and amendments
These Terms and Conditions constitute the entire agreement between you and us relating to the subject matter herein. Any amendment to this Agreement shall be accepted by both parties and expressed to constitute an amendment to these Terms and Conditions. All amendments have to be in writing and signed by both parties, including any amendment changing the need for the written form.
These Terms and Conditions are governed by and shall be construed in accordance with French law. The parties hereby agree that any claims arising from or related hereto, whether in tort, contract or otherwise, shall be brought before the French courts.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration under the rules of the Comité français de l'arbitrage (the "CFA") in effect from time to time. The enforceability of this arbitration agreement shall be governed by the French arbitration law. The venue for all arbitrations shall be Paris City, unless the Council Member resides in China, in which case such registered user may elect to have the arbitration held in London, England, or unless the Council Member resides in Asia, in which case such Council Member may elect to have the arbitration held in Hong Kong. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of InDiCu‘s right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.
You shall have the right to cancel your inscription to InDiCu at any time upon notice to InDiCu, and InDiCu shall have the unlimited right to terminate or limit your membership with InDiCu at any time and for any reason. By signing these Terms and Conditions, you acknowledge that you are making express representations and warranties to InDiCu that you will abide by all of your obligations and responsibilities as set forth in these Terms and Conditions.