Your membership and participation is subject to the following terms and conditions (these “Terms & Conditions”). As a member/participant, you agree to be bound by these Terms and Conditions in their current form and as modified by us from time to time. It is your responsibility to carefully read these Terms & Conditions, and routinely access our website to view modifications to them (any major changes will be communicated to you directly, but this still does not absolve you from routinely reviewing our website for updates). This is a legally binding agreement. Any breach by you of these Terms & Conditions may result, among other things, in immediate termination of your membership and participation.
You may become an Advisor and participate in any particular Project if, and only if, all of the following compliance conditions are satisfied:
You must decline or discontinue participation in any project that would result in a violation of any of the conditions above. To encourage your care in complying with these Terms & Conditions, you may submit a payment request and you will be paid in full even if you choose to terminate a consultation early for the purpose of complying.
You are solely responsible for determining whether you are permitted to participate in Consultations. Before applying to join our platform, you must review any and all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, and all similar employment policies. You should also consider whether you should obtain consents or waivers from your employer, Clients or any other third parties.
You agree that HTM Capital LLC may collect, and retain information about you, from sources including, without limitation, yourself, your Consultation activities on our platform and third-party sources. Sharing of your personal information will strictly be restricted to only aid the Consultative process and for no other purposes. If your membership ends, you agree that we may preserve Personal Information, provided that we accord such Personal Information the same protections. You agree that we may disclose Personal Information as required by law, to protect HTM Capital LLC’s rights, or for the prevention, detection or disclosure of a crime. You also recognize that Clients may be required by law or their compliance policies to disclose Personal Information about their Consultations with you and you authorize HTM Capital LLC and its Clients to make such disclosures.
You shall keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all “Confidential Information” of HTM Capital LLC or its Clients, without our express written permission. “Confidential Information” includes any and all non-public information (even if not material), in any form or medium, written, oral or otherwise. In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify HTM Capital and to fully cooperate with us in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms & Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of disclosure by you.
This engagement shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of the Republic of Kenya.
You shall only accept Consultations with our Clients individually arranged or explicitly approved by us. If a Client requests additional work, you must receive explicit approval from us before commencing work. You will not be paid for any Consultation with our Client that was not individually arranged or explicitly approved by us in advance, even if the Consultation is a follow-up to an earlier Consultation arranged by HTM Capital. If we invite you to perform a Consultation for a Client, you should either accept or decline the invitation within 48 hours of issuance. You undertake to do your best to ensure all accepted Consultations are scheduled within 5 business days. We make no representation regarding the frequency or quantity of Consultation requests that you will receive. We expect you to perform all Consultations in a diligent and professional manner consistent with highest industry practice.
You will be paid based on pre-agreed consulting fees, as agreed by you and us. You may only change your consulting fee rates upon written notice to us and the new fee rate is only applicable to Consultations that occur after our receipt and approval of written notice. You may not reveal you’re billing rates and financial arrangements to Clients without prior written consent from HTM Capital. Our payment system accommodates; direct payments to Advisors, joint payment to the Advisor and his or her employer, direct payment to the Advisor’s institution or payment to a charity of the Advisor’s choice. On completion of an Advisor’s consulting engagement, and upon receipt of confirmation from both Advisor and Client, payment to the Advisor will be made within 15 days.
It is understood and agreed that any services performed by you under these Terms & Conditions shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on HTM Capital’s behalf or to represent that you have any such authority. You shall not be deemed to be an employee of HTM Capital or any of its Clients and you shall not be entitled to any benefits provided by either HTM Capital or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms & Conditions. Nothing in these Terms & Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, HTM Capital or its Clients.
You agree that for a period of 12 months from the completion of any Consultation with a Client to whom you have been first introduced by us, you will not circumvent HTM Capital by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with a Client first introduced to you by us pursuant to which you would be engaged by such Client to provide services of a similar nature to the services provided by HTM Capital LLC.
You may terminate your membership at any time by providing us with written notice. Likewise, HTM Capital may terminate your membership at any time and for any reason, in writing, without providing notice. Termination shall not relieve either party of its obligations under these Terms & Conditions. In the event of membership termination by either party, only fees from fully completed consultations will be deemed as payable.
You agree to indemnify and hold harmless HTM Capital LLC and its affiliates, and their respective officers, agents, representatives, successors from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms and Conditions.
This Agreement comprises the complete and exclusive statement of the agreement between the parties, superseding all proposals oral or written and all other communications between the parties. If any provision of this letter is determined to be unenforceable, all other provisions shall remain in force.