These Expert Terms & Conditions (“Terms”) govern your participation as an Expert in engagements arranged, facilitated or managed by AiZEN.

By registering with AiZEN, accepting these Terms, accepting an engagement, completing a screening questionnaire or participating in an AiZEN-facilitated service, you agree to be bound by these Terms and the AiZEN Code of Conduct & Ethics.

1. AiZEN

AiZEN (“AiZEN”, “we”, “us” or “our”) is a business operated and established in Jersey, Channel Islands.

AiZEN provides expert-network, research, consulting, artificial intelligence, technology and related services to Clients internationally.

2. Definitions

“Client” means an organisation or authorised individual using AiZEN services.

“Expert” means an individual participating or seeking to participate in an AiZEN engagement.

“Engagement” means an expert call, interview, meeting, survey, consultation, workshop, research activity, advisory assignment, written consultation or other professional interaction arranged or facilitated by AiZEN.

“Confidential Information” means non-public information disclosed or made available in connection with an Engagement that is confidential by nature, designation, circumstances or obligation.

“MNPI” means material non-public information, including information that is not publicly available and could reasonably be considered material to an investment decision or the price of a security or financial instrument.

3. Independent Expert Relationship

You participate as an independent professional.

Unless separately agreed in writing, nothing in these Terms creates an employment relationship, partnership, agency, joint venture or fiduciary relationship between you and AiZEN.

You have no authority to bind AiZEN or a Client.

You are responsible for your own tax, social-security, insurance, licensing and other obligations arising from compensation received through AiZEN, except where applicable law requires otherwise.

4. Eligibility

You may participate only where you are legally, contractually and professionally permitted to do so.

By accepting an Engagement, you represent that:

1. your participation is permitted;
2. participation does not violate obligations to any employer, former employer, Client or third party;
3. you are not prohibited by applicable law, regulation or professional rules from participating;
4. information supplied to AiZEN concerning your professional history and qualifications is materially accurate and current; and
5. you will comply with these Terms and the AiZEN Code of Conduct.

If your circumstances change, you must promptly notify AiZEN.

5. Employment Restrictions

You must not participate in an Engagement if participation would breach an employment agreement, confidentiality obligation, fiduciary duty, professional obligation, non-disclosure agreement, court order, regulatory restriction or applicable law.

You must not disclose confidential or proprietary information belonging to a current or former employer.

Where employer approval is required, obtaining that approval is your responsibility.

AiZEN may prohibit or restrict an Engagement where your employment status creates an unacceptable compliance risk.

6. Confidentiality

During an Engagement, you may receive Confidential Information concerning AiZEN, a Client, the Client’s project or another party.

You must:

• keep such information confidential;
• use it only for the relevant Engagement;
• not disclose it to another person without authorisation;
• take reasonable steps to protect it;
• not exploit it for personal or commercial advantage outside the Engagement; and
• delete or return it where required.

Your confidentiality obligations continue after the Engagement ends.

These obligations do not apply to information that you can demonstrate:

• was lawfully known to you without confidentiality restriction;
• becomes public other than through your breach;
• was lawfully received from an authorised third party without confidentiality restriction; or
• must be disclosed under law or binding legal process, subject to lawful notification requirements.

7. Material Non-Public Information

You must never disclose MNPI through AiZEN.

You must not discuss non-public information concerning a publicly traded company or relevant issuer where that information could reasonably be material.

This may include non-public information concerning:

• earnings or financial performance;
• forecasts;
• mergers and acquisitions;
• financing;
• major contracts;
• significant customers;
• material product developments;
• litigation;
• regulatory actions;
• management changes; or
• other market-sensitive matters.

Where you believe a question could require disclosure of MNPI, you must decline to answer it.

If MNPI or potentially restricted information is inadvertently raised, you should stop the relevant discussion and notify AiZEN promptly.

8. Other Restricted Information

You must not disclose:

• trade secrets;
• privileged information;
• restricted government information;
• confidential customer information;
• confidential supplier information;
• protected Personal Data;
• patient information;
• proprietary employer data;
• confidential transaction information; or
• any information you are not authorised to disclose.

You are encouraged to decline any question that creates uncertainty regarding your legal or contractual obligations.

9. Conflicts of Interest

Before participating, you must disclose actual or potential conflicts relevant to the Engagement.

This may include:

• current employment;
• recent employment;
• consulting relationships;
• board positions;
• advisory roles;
• significant commercial relationships; or
• other circumstances that may affect your eligibility or independence.

AiZEN may determine that an Engagement cannot proceed or may impose conditions on participation.

You must update AiZEN if a new conflict arises.

10. Accuracy of Expert Information

You agree to provide accurate and reasonably complete information regarding your:

• identity;
• employment;
• professional history;
• qualifications;
• industry experience;
• regulatory status where relevant;
• conflicts; and
• expertise.

You must not exaggerate, fabricate or materially misrepresent your credentials.

AiZEN may verify information supplied by you using lawful public sources or appropriately selected third-party providers.

11. Compliance Screening

You authorise AiZEN, subject to applicable law, to conduct proportionate verification and compliance checks relevant to your participation.

These may include:

• professional-background verification;
• employment verification;
• qualification verification;
• sanctions screening;
• regulatory checks;
• conflict checks; and
• verification using public professional sources.

AiZEN may refuse or discontinue participation based on compliance, risk, Client requirements or verification results.

12. Professional Opinions

You should provide information based on your legitimate professional knowledge and experience.

You must not knowingly provide false or misleading information.

Where expressing an estimate, assumption or personal opinion, you should make that distinction reasonably clear.

Your views are your own.

Unless expressly agreed otherwise, you do not represent AiZEN or the Client and AiZEN does not endorse your opinions.

13. Professional and Regulated Advice

You must not provide legal, investment, medical, tax, accounting or other regulated professional advice unless:

• you are appropriately qualified and authorised;
• doing so is lawful;
• the scope of the Engagement permits it; and
• any required professional relationship has been appropriately established.

Participation in an AiZEN Engagement does not itself create an adviser-client relationship between you and the Client.

14. Intellectual Property and Third-Party Materials

You must not provide or reproduce proprietary documents, presentations, software, datasets, research, reports or other materials belonging to an employer, former employer or third party unless you are authorised to do so.

You retain ownership of intellectual property you owned before the Engagement.

Unless otherwise agreed in writing, each party retains ownership of its pre-existing materials.

Rights in bespoke deliverables specifically commissioned from you may be governed by the relevant Engagement confirmation or separate agreement.

You grant AiZEN the rights reasonably necessary to use materials you voluntarily provide for administering and delivering the relevant Engagement.

15. Engagement Invitations

AiZEN may contact you regarding potential Engagements based on your professional experience.

An invitation does not guarantee that an Engagement will occur.

Clients may select or decline Experts at their discretion.

AiZEN may withdraw an Engagement at any time due to Client requirements, compliance concerns, project changes or other legitimate reasons.

16. Compensation

Where an Engagement is paid, the applicable rate or fee will be communicated before participation.

Unless otherwise agreed, compensation is based on the actual completed Engagement.

You are not entitled to payment for:

• invitations you decline;
• screening that does not result in an Engagement, unless expressly agreed;
• cancelled Engagements where no cancellation fee has been agreed;
• time beyond the authorised duration without approval; or
• participation that materially breaches these Terms.

AiZEN may investigate disputed Engagements before processing payment.

Payment timing and method may vary according to jurisdiction, Client payment arrangements and administrative requirements and will be communicated where applicable.

You are responsible for providing accurate payment information.

17. Expenses

Expenses will only be reimbursed where approved by AiZEN in writing before they are incurred, unless otherwise expressly agreed.

Receipts or other evidence may be required.

18. No Circumvention

Where AiZEN introduces you to a Client in connection with an Engagement, you must not intentionally bypass AiZEN to avoid agreed fees or commercial arrangements relating to the same Engagement or substantially related work.

Unless AiZEN agrees otherwise in writing, this restriction applies for 12 months following the relevant introduction.

This clause does not prevent you from maintaining a relationship that demonstrably existed independently before the AiZEN introduction.

19. Client Contact

Client contact information supplied for an Engagement must be used only for legitimate purposes connected with that Engagement unless the Client separately authorises another use.

You must not use Client information for unsolicited marketing, recruitment or unrelated commercial solicitation.

20. Recording and Transcription

An Engagement may be recorded, transcribed, summarised or otherwise documented where this has been appropriately disclosed and permitted.

Where a Client or AiZEN proposes to record an Engagement, applicable notice or consent requirements will be followed.

You must not independently record or distribute an Engagement without appropriate authorisation.

Where a recording or transcript forms part of a Client service, its permitted use will be governed by the relevant contractual arrangements and applicable law.

21. Artificial Intelligence

AiZEN or a Client may use approved AI-enabled tools in connection with an Engagement for purposes such as transcription, summarisation, analysis, search or research, subject to applicable agreements and data-protection requirements.

You must not upload Client Confidential Information, Engagement materials or protected Personal Data into unauthorised third-party AI systems.

You remain responsible for the accuracy and compliance of information you personally provide, regardless of whether AI tools assist in preparing it.

22. Personal Data

AiZEN will process your Personal Data in accordance with the AiZEN Privacy & Cookie Policy and applicable law.

Your professional information may be provided to Clients where reasonably necessary to assess your suitability for Engagements.

You must handle Personal Data received through an Engagement in accordance with applicable data-protection requirements and the Engagement terms.

23. Anti-Bribery and Fraud

You must not engage in bribery, corruption, kickbacks, fraud, falsification or improper payment activity in connection with AiZEN.

You must not offer anything of value to improperly influence AiZEN personnel, a Client or another party.

Compensation paid by AiZEN must relate to legitimate services.

24. Sanctions

You must not participate in an Engagement or receive payment where doing so would breach applicable sanctions.

You agree to provide reasonable information required for sanctions or compliance screening.

AiZEN may suspend or terminate an Engagement or payment where required by law or where a legitimate sanctions concern requires investigation.

25. Conduct

You must behave professionally and respectfully during Engagements.

Harassment, discrimination, threats, abusive conduct, dishonesty and inappropriate behaviour may result in immediate termination of an Engagement and removal from the AiZEN Expert Network.

26. Compliance Intervention

AiZEN may pause or terminate an Engagement where it reasonably believes that:

• Confidential Information is being improperly requested or disclosed;
• MNPI may be involved;
• a conflict exists;
• participation may violate law or contractual obligations;
• fraud or misrepresentation has occurred; or
• continuing the Engagement presents unacceptable compliance or reputational risk.

Experts are expected to cooperate with reasonable compliance enquiries.

27. Suspension and Termination

AiZEN may suspend or terminate your participation where you:

• breach these Terms;
• breach the Code of Conduct;
• provide materially inaccurate information;
• fail compliance screening;
• create material legal, regulatory or reputational risk; or
• engage in inappropriate conduct.

You may stop participating in the AiZEN Expert Network by notifying AiZEN.

Provisions concerning confidentiality, MNPI, intellectual property, data protection, liability, payments due, dispute resolution and other provisions intended by their nature to survive will continue after termination.

28. No Guarantee of Engagements or Income

Registration with AiZEN does not guarantee any minimum number of Engagements, work, compensation or future opportunities.

AiZEN may contact Experts according to Client needs and project relevance.

29. Liability

Nothing in these Terms excludes or limits liability where exclusion or limitation would be unlawful.

Subject to applicable law, AiZEN will not be responsible for indirect, consequential or purely economic losses arising from an Expert’s independent business decisions or reliance on opportunities that were not guaranteed.

Any additional limitations of liability applicable to a particular Engagement may be stated in the relevant Engagement confirmation or agreement.

30. Indemnity

To the extent permitted by applicable law, you will be responsible for losses, claims, costs or liabilities reasonably incurred by AiZEN arising directly from your fraud, wilful misconduct, material breach of confidentiality, unlawful disclosure of restricted information, infringement of third-party rights or material breach of these Terms.

This provision does not require you to indemnify AiZEN for losses caused by AiZEN’s own fraud, wilful misconduct or breach of law.

31. Changes to These Terms

AiZEN may update these Terms to reflect changes in law, services, technology or compliance requirements.

Material changes will apply prospectively and will be communicated or made available as appropriate.

Participation in a future Engagement may require acceptance of the then-current Terms.

32. Governing Law

These Terms and any non-contractual obligations arising from or connected with them are governed by the laws of Jersey, Channel Islands.

33. Jurisdiction

Subject to any mandatory rights that apply under applicable law, the courts of Jersey will have jurisdiction over disputes arising from or connected with these Terms.

34. Entire Agreement

These Terms, together with the AiZEN Code of Conduct, Privacy Policy, relevant Engagement confirmation and any separately agreed written terms, constitute the applicable agreement concerning your participation.

Where Engagement-specific written terms conflict with these general Terms, the Engagement-specific terms will prevail to the extent of that conflict.

35. Severability

If any provision is found invalid or unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

36. Contact

Questions concerning these Terms may be directed to:

AiZEN
St Helier
Jersey, Channel Islands

Compliance: hello@aizen.je

EXPERT COMPLIANCE ATTESTATION

Before participating in an Engagement, I confirm that:

I am permitted to participate in this Engagement.

My professional information and screening responses are accurate to the best of my knowledge.

I have disclosed relevant conflicts of interest.

I will not disclose Confidential Information belonging to any current or former employer, Client or third party.

I will not disclose Material Non-Public Information.

I will not provide trade secrets, privileged information, protected Personal Data or other information I am prohibited from sharing.

I will comply with applicable employment, professional, regulatory and legal obligations.

I will decline any question that would require me to breach these obligations.

I will notify AiZEN if a compliance concern arises during the Engagement.

By accepting the Engagement, I confirm that I have read and agree to the AiZEN Expert Terms & Conditions and Code of Conduct.