TRUST INSIGHT (“TRUST INSIGHT”) helps companies from different sectors (“Clients”) to obtain information about the market scenario that is of interest to them (“Project”), promoting their meeting with professionals with specific knowledge of these segments (“Experts”), through telephone conferences, videoconferences, online group discussions, public or private meetings or other events, as requested by the Client.
By agreeing to this instrument, the Expert agrees to be connected to TRUST INSIGHT’s network of Experts, and declares and acknowledges that he/she is aware of its contents and is bound by these Terms and Conditions.
In order to connect to TRUST INSIGHT’s network of experts, interested parties may be asked to provide information on their professional experience and performance, present references (academic, professional and other) on their area of knowledge, potential conflicts of interest and impediments, among others, in relation to the Client(s) or a Project, as applicable.
The Expert is an independent consultant and shall have no employment, partnership, company, association or other relationship with TRUST INSIGHT. Their connection to TRUST INSIGHT’s network of experts does not generate or establish the presumption of any representation, business management, tax and/or employment relationship, and/or any associative relationship between any Expert and TRUST INSIGHT.
The Expert shall have no power or authority to act or respond on behalf of TRUST INSIGHT towards third parties, as their representative, agent or in any other capacity, as well as in their interactions with Clients.
TRUST INSIGHT’s activity is limited to promoting the meeting of its Clients with Experts capable of handling the Projects requested. TRUST INSIGHT does not participate in the Expert’s interactions with Clients and is not responsible for the content of the Projects.
The Expert must refuse or discontinue their participation in any Project:
A conflict of interest occurs whenever an Expert can influence a decision made by the Client that results or may result in some direct or indirect personal gain for him or herself or for a third party.
Not limited to the above restrictions, the Expert must refuse any Project that relates to a company in which he holds any position. The Expert must also refuse any Project when it involves companies that he has audited in the last three (3) years.
The Expert must immediately inform TRUST INSIGHT in the event of any of the aforementioned hypotheses, or any other hypothesis that presents any conflict of interest with a Project or a Client, with this assessment being the sole responsibility of the Expert themselves
The Expert’s role shall be limited to providing technical support in the assessment of relevant aspects identified for the Project, based on his/her experience in his/her area of expertise. The Expert must not express any opinion and/or provide any advice on the Client’s decision-making regarding the Project. The Expert shall not address or deal with (i) confidential matters, even with regard to third parties, in particular matters relating to business secrets, contracts, corporate or financial transactions, and any other information of the companies in which the Expert works and/or with which the Expert maintains any type of link and which are not public, (ii) legal analysis, (iii) asset classes and securities, specific securities and service providers within the scope of the securities market, and (iv) accounting, medical or financial advice.
The Expert shall at all times act in the Project in such a way as not to violate any law, regulation, agreement or other obligation. In case of doubt as to the nature of a Project, or the possibility that his/her participation in a Project will result in a violation of any law, regulation, agreement, TRUST INSIGHT policy, or any other obligation, the Expert must discontinue his/her participation in the Project and notify TRUST INSIGHT immediately.
It shall be the Expert’s responsibility to identify and obtain all necessary authorizations from any employers, companies, or associations to which they are linked, whether exclusively or non-exclusively, for participation in each Project. The Expert must inform TRUST INSIGHT and the Client prior to any interaction with the Client within the scope of the Services, and refrain from such interaction if any authorization is pending or denied.
If the Expert works for a government or jurisdiction that prohibits its employees from engaging in external consulting ventures, they will not be eligible to be recognized as an Expert by Trust Insight or to participate in any Projects. Alternatively, if they are a public servant, they agree to refrain from providing consultancy on matters currently under the jurisdiction of the agency or department where they work. Furthermore, the Expert agrees not to advise on any legislation, regulation, or policy that falls within their sphere of voting influence or capacity to affect.
Furthermore, you undertake not to give or receive any valuable items from another individual or entity with the intention of seeking influence or for any other inappropriate purpose.
The Expert declares that (i) he has not been convicted of any crime, and (ii) he is not and has not been under investigation by, nor the subject of any regulatory or enforcement proceeding conducted by, any governmental authority, including any securities or commodities regulatory authority, or any regulatory organization, at any time.
The Expert declares that all information and documents provided to TRUST INSIGHT regarding their academic background and professional qualifications, as well as those available from public sources (such as LinkedIn and Curriculum Lattes), are accurate and complete in all respects (for example, the names of the companies the Expert has worked for, descriptions of the positions and duties held, and the start and end dates of all experiences); and that the Expert will promptly update any information that changes in any relevant aspect.
The Expert has full power and capacity to (a) enter into these “Terms and Conditions”; and (b) perform all obligations hereunder.
The Expert declares that he does not and will not carry out any illegal activity in accordance with current legislation and regulations, including, without limitation, those provided for in the Brazilian Penal Code, Law No. 12.846/2013 (Anti-Corruption Law), Law No. 9.613/1999, as well as the rules and instructions of the Securities and Exchange Commission (CVM), the Administrative Council for Economic Defense (CADE) and the Central Bank of Brazil (BCB).
The Expert declares that he/she knows and agrees with TRUST INSIGHT’s data protection policy.
Information to which the Expert has access through TRUST INSIGHT or any Client is confidential and must be used only for the purposes of the Project in accordance with the paragraphs below, which apply, mutatis mutandis, to TRUST INSIGHT in relation to information provided by the Expert in a private capacity and classified by him as confidential.
Except to the extent required by applicable law (with prior notice to TRUST INSIGHT and the Client), the Expert undertakes to maintain absolute confidentiality with respect to all Clients, processes, contracts, businesses, activities, industrial designs, know-how, software, source codes, schematics, technical explanations analyses, reports, prototypes, compilations, studies, notes, memoranda, tools, records, documents, and any other information related to the Projects in which it acts or has acted and/or to any Client, filed and/or obtained in written, oral, or any other form, and shall adopt security measures to guarantee the due confidentiality and secrecy of the information.
In this regard, the Expert shall (i) treat the information received from the Client as strictly private and confidential and protect it adequately to prevent unauthorized access by third parties, (ii) use the information solely for the purpose of the Projects and not for any other purpose; (iii) not disclose such information to any other person (in the case of TRUST INSIGHT, to any person other than its directors, advisors, employees or advisors who need it), (iv) inform the Client immediately if any information is disclosed or obtained by an unauthorized third party; (v) not to disclose such information or any part thereof, including, but not limited to, in such a way as to provide itself or others with an undue advantage by trading in securities on its own behalf or on behalf of third parties; and (vi) not to make any copy of such information or reproduce it by any means.
At the Customer’s request, the Expert must return or destroy the information received, as well as any copies, of any and all media and declare that he has taken such action.
Information that: (i) is or becomes widely available to the public by means other than by unauthorized disclosure by the Expert; (ii) is already in the Expert’s possession prior to knowledge of the Project; (iii) becomes available to the Expert on a non-confidential basis from a source other than the Client, provided that such source is not directly, indirectly or implicitly bound or prevented by an obligation of confidentiality; (iv) is required to be disclosed by law or by judicial or governmental order, in which case the Expert shall promptly notify the Client and TRUST INSIGHT and take all legal steps to prevent such disclosure.
This confidentiality obligation will remain applicable even after the end of the Project or your disconnection from TRUST INSIGHT’s network of experts.
Any external disclosure of confidential information about TRUST INSIGHT or its Clients or partners shall depend on the express authorization of TRUST INSIGHT and/or the respective Client or partner.
All interactions with Clients must be carried out through TRUST INSIGHT. Whenever positions and/or clarifications on any Project are requested directly by any Client, the Expert must immediately inform TRUST INSIGHT, and direct the Client’s contact to a TRUST INSIGHT representative. TRUST INSIGHT shall not be liable to pay any consideration to Experts for any activity arising from a Project that has not been submitted by TRUST INSIGHT.
The Expert may not, while on a Project, contact employees or directors of any company to obtain information about the latter in relation to the object of the Project or its development.
The Parties acknowledge that adherence to these Terms and Conditions is for the benefit of the Parties and TRUST INSIGHT’s Clients. Clients may from time to time request that the Expert confirm their adherence to and compliance with any provision of these Terms and Conditions as a requirement for their participation in a Project, including at the conclusion of a Project.
TRUST INSIGHT shall pay the Expert fees per hour spent by the Expert in the execution of the Projects, fixed by mutual agreement with the Expert when submitting a Project. TRUST INSIGHT reserves the right to withhold payment if the Expert breaches these Terms and Conditions, without thereby waiving any other remedies to which it may be entitled under “Specific Performance / Limitation of Liability” below.
For the purposes of paying an Expert for the Project, only the time spent by the Expert in contact with the Client promoted by TRUST INSIGHT will be taken into account. The Expert may not charge for any time spent doing research or preparing in any way for a face-to-face or virtual meeting.
No remuneration, compensation or payment in addition to the hourly rate agreed with TRUST INSIGHT upon submission and acceptance of the Project shall be due to the Expert for the execution of a Project.
After completing a Project, the Expert will be contacted by a Trust Insight Research Associate to verify the time actually spent on the Project. The Expert will only be paid once this information has been verified and confirmed.
The Expert acknowledges and accepts that the payment of damages may not constitute an adequate remedy for the breach of the obligations assumed herein, which is why TRUST INSIGHT shall be entitled to just compensation, by way of injunctive relief and/or specific performance, regardless of any prior notification, in the event of the Expert’s breach of any of the obligations of these Terms and Conditions.
Since TRUST INSIGHT has no participation in, interference with or knowledge of the content worked on in each Project, the Expert shall be liable for any and all damage or actual loss caused to TRUST INSIGHT as a result of his/her conduct with TRUST INSIGHT and/or any Client with fault or malice, as well as the content of his/her advice to any Client, before any Client or third party, being liable for losses and damages and loss of profits, without prejudice to the other penalties provided for by law.
The Expert agrees to defend, indemnify and hold harmless TRUST INSIGHT and its controllers, and its Clients, from any and all claims, in the broadest sense, costs and expenses, arising from its breach of any provision of these Terms and Conditions, or from any damage it may cause in the development of any Project, including, without limitation, those caused by breaches of the duty of confidentiality and acting in conflict of interest.
The provisions of these Terms and Conditions and any other related documents shall be governed by, construed and enforced in accordance with the laws of the Federative Republic of Brazil. Any action brought in relation to these Terms and Conditions shall be brought in the courts of the City of São Paulo, with the Parties waiving any other jurisdiction, however privileged.
If any provision of these Terms and Conditions is declared or held to be invalid, illegal, unenforceable or void, both parties shall be relieved of their obligations under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void, it being the intention and agreement of the parties that these Terms and Conditions be deemed modified by amending such provision to the extent necessary to make it valid, legal and enforceable while preserving its intention or, if this is not possible, by replacing it with another provision that is valid, legal and enforceable and achieves the same objective.
These Terms and Conditions constitute the entire agreement between the Parties with respect to the subject matter described above and supersede and consolidate all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the subject matter in question.
These Terms and Conditions may be amended at the sole discretion of TRUST INSIGHT. In the event of any amendment, the new Terms and Conditions will be published on the TRUST INSIGHT website and the Expert must agree to the amended Terms and Conditions before participating in any other Project.
The Expert declares that he/she has read, understood and agrees to these Terms and Conditions.