Terms and Conditions

1. About these Terms

These Terms and Conditions (the "Terms") govern your access to and use of the website at ondemandtalentfow.com (the "Website") and the services provided by On-demand Talent & FoW Company OÜ, Viru väljak 2, 3. korrus, Kesklinna linnaosa, Tallinn 10111, Harju maakond, Estonia, VAT ID EE102513181 ("OnDemand Talent Fow", "we", "us" or "our").

Specific services may also be governed by a separate written agreement, statement of work, expert agreement or order form (an "Agreement"). If there is a conflict between these Terms and an Agreement, the Agreement prevails to the extent of the conflict.

2. Definitions

• "Client" means any company, organisation or individual acting in a business capacity that requests or receives our services.
• "Expert" means an industry professional who joins our network or provides consultations, research input or advisory services through us.
• "Consultation" means any call, meeting, interview, survey, written response or other interaction between a Client and an Expert arranged by us.
• "Services" means our expert network services, market research, strategic decision support, expert sourcing, and our software and technology solutions.
• "Confidential Information" means any non-public information disclosed by one party to another that is marked as confidential or would reasonably be understood to be confidential.

3. Our services

OnDemand Talent Fow is a technology-enabled expert network platform. We connect Clients with experienced industry professionals for on-demand insights and consultations, support Clients with market research, strategic decision-making and access to specialised expertise, and provide software and technology solutions to manage expert sourcing, engagement and project workflows.

We act as an intermediary that identifies, screens and arranges access to Experts. Unless expressly agreed in writing, Experts are independent professionals and are not our employees or agents, and the views they express are their own.

We may modify, suspend or discontinue any part of the Services or the Website at any time, provided that this does not affect Services already contracted under an Agreement.

4. Use of the Website

You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to:

• use the Website in any way that breaches applicable laws or regulations;
• attempt to gain unauthorised access to the Website, its servers or any connected systems;
• introduce viruses, malware or other harmful material;
• use automated means, such as bots or scrapers, to extract data from the Website without our prior written consent; or
• submit false, misleading or unlawful information through any form on the Website.

The Services are intended for businesses and professionals. By using them, you confirm that you are at least 18 years old and, where you act on behalf of an organisation, that you are authorised to bind that organisation to these Terms.

5. Client engagements

5.1 Requests. Clients may request Services by submitting a project brief. We will use reasonable efforts to identify suitable Experts but do not guarantee that a particular Expert, or any Expert, will be available within a given timeframe.

5.2 Fees and payment. Fees are set out in the applicable Agreement or proposal. Unless otherwise agreed, invoices are payable within 30 days of the invoice date. All fees are exclusive of value added tax (VAT) and other applicable taxes, which will be charged where required by law. We may charge statutory late payment interest on overdue amounts.

5.3 Cancellations. Cancellation and rescheduling terms for Consultations are set out in the applicable Agreement. Where no such terms exist, Consultations cancelled less than 24 hours before the scheduled time may be charged in full.

5.4 Non-circumvention. For a period of 12 months after an Expert is introduced, Clients agree not to engage that Expert directly or through a third party for services similar to those provided through us, without our prior written consent.

5.5 Client conduct. Clients must not request, encourage or knowingly receive from an Expert any confidential information belonging to a third party, information the Expert is prohibited from disclosing, or material non-public information about any listed company or security.

6. Expert obligations

By joining our network or participating in a Consultation, each Expert agrees to:

• provide accurate, complete and up-to-date information about their professional background and expertise;
• disclose any actual or potential conflict of interest before accepting a Consultation and decline engagements where a conflict exists;
• comply with all obligations owed to current and former employers and other third parties, including confidentiality, non-compete and internal policies;
• never disclose confidential information of any third party, or material non-public information, during a Consultation;
• not provide legal, tax, investment or medical advice that they are not qualified and authorised to give;
• keep confidential the identity of Clients and the content of Consultations; and
• complete the compliance attestations we request before each engagement.

Experts are responsible for their own taxes, social contributions and any permits or approvals required to provide Consultations. Fees for Consultations are set out in the relevant engagement confirmation.

7. Compliance standards

We maintain compliance procedures designed to support responsible use of expert knowledge, including Expert screening, conflict checks and confidentiality attestations. These procedures supplement, and do not replace, each party's own responsibility to comply with applicable law, including laws on insider dealing, market abuse, anti-bribery, sanctions and competition. We may decline, pause or terminate any Consultation where we reasonably believe it may breach these standards or applicable law.

8. Confidentiality

Each party agrees to keep the other party's Confidential Information confidential, to use it only for the purposes of the Services, and to disclose it only to those of its personnel and advisers who need to know it and are bound by equivalent obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law or a competent authority. Confidentiality obligations survive the end of the relationship.

9. Intellectual property

The Website and all content on it, including text, graphics, logos, design and software, are owned by or licensed to OnDemand Talent Fow and are protected by intellectual property laws. You may view and print pages for your own internal business use, but you may not otherwise copy, reproduce, distribute or modify any content without our prior written consent.

Unless otherwise agreed in an Agreement, notes and deliverables prepared by a Client from Consultations belong to the Client, while we retain all rights in our platform, software, methodologies and know-how.

10. Software and accounts

Where we provide access to software or a platform, you are responsible for keeping your login credentials secure and for all activity under your account. You must not reverse engineer, resell, sublicense or use the software to build a competing product, or use it in breach of these Terms or applicable law. Subscription terms, service levels and data processing terms for our software are set out in the applicable Agreement.

11. Disclaimers

The Website and its content are provided for general information only and on an "as is" and "as available" basis. We do not warrant that the Website will be uninterrupted, error-free or free of harmful components.

Consultations reflect the personal views and experience of individual Experts. They do not constitute legal, financial, investment, tax or other professional advice from OnDemand Talent Fow, and Clients remain solely responsible for their own decisions and for evaluating the information they receive. To the fullest extent permitted by law, we exclude all implied warranties, including as to fitness for a particular purpose.

12. Limitation of liability

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for intentional misconduct or gross negligence.

Subject to the above, we shall not be liable for any indirect or consequential loss, or for any loss of profit, revenue, business, goodwill or data, arising out of or in connection with the Website or the Services. Our total aggregate liability arising out of or in connection with the Services in any twelve-month period shall not exceed the fees paid by the relevant Client to us for the Services giving rise to the claim during that period. For use of the Website free of charge, our liability is limited to the extent permitted by law.

13. Indemnity

You agree to indemnify and hold harmless OnDemand Talent Fow, its officers, employees and contractors from any claims, losses, damages and expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Website or Services, or your violation of any law or third-party right.

14. Suspension and termination

We may suspend or terminate your access to the Website or the Services, with or without notice, if you breach these Terms, if required by law, or if we reasonably believe your use creates a legal, compliance or security risk. Termination of an Agreement is governed by its terms. Provisions which by their nature should survive termination, including those on confidentiality, intellectual property, payment, limitation of liability and governing law, will remain in effect.

15. Data protection

We process personal data in accordance with the EU General Data Protection Regulation and applicable Estonian law. Please see our Privacy Policy for details of how we collect and use personal data. Where we process personal data on behalf of a Client, the parties will enter into a data processing agreement as required by Article 28 of the GDPR.

16. General provisions

• Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control.
• Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to an affiliate or successor.
• Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.
• No waiver. A failure or delay in exercising any right does not constitute a waiver of that right.
• Entire agreement. These Terms, together with any Agreement and our Privacy Policy, form the entire agreement between you and us regarding their subject matter.
• Third-party links. The Website may contain links to third-party websites. We are not responsible for their content or practices.
• Changes. We may update these Terms from time to time. The updated version will be published on this page with a revised "Last updated" date, and your continued use of the Website or Services after that date constitutes acceptance of the changes.

17. Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of the Republic of Estonia. The parties will first try to resolve any dispute amicably through good-faith negotiation. If a dispute cannot be resolved within 30 days, it shall be settled by the Harju County Court (Harju Maakohus) in Tallinn, Estonia, unless mandatory law provides otherwise.

18. Contact

If you have any questions about these Terms, please contact us:

On-demand Talent & FoW Company OÜ
Viru väljak 2, 3. korrus
Kesklinna linnaosa, Tallinn 10111
Harju maakond, Estonia
VAT ID: EE102513181
Email: info@ondemandtalentfow.com