Effective Date: 4th July 2025
These Terms and Conditions are entered into between you (“Expert”) and Nextyn Advisory Pvt. Limited (if you are located in India) or Nextyn Pte. Ltd. (if you are located outside India) ((each, as applicable, referred to as “Nextyn,” “we,” “our,” or “us”), together with our Privacy Policy and Code of Conduct, are called the Terms and Conditions for Expert Engagement (“Agreement”) which governs your relationship with Nextyn and your participation in Interchanges as defined below. Acceptance of this Agreement is a prerequisite to your participation in any Interchange with a Client and by accepting this Agreement you agree to be bound by them and that these supersede any previous Terms and Use agreed to between you and Nextyn. This is a legally binding Agreement. Any breach of this Agreement may result among other things, in immediate termination of your registration and/or membership and participation with Nextyn.
If you are based in India, you will be registered with Nextyn Advisory Private Limited, a company incorporated under the laws of India, and if you are based outside India, you will be registered with Nextyn Pte. Ltd., a company incorporated under the laws of Singapore.
1. Definitions
“Experts” are independent professionals who engage with Clients of Nextyn to provide industry insights, knowledge, opinions etc. Experts are not employees or agents of Nextyn and must comply with all applicable laws, ethical standards, and confidentiality obligations.
“Client” means any organisation and their designated contacts and representatives you may interact with in the context of an Interchange in accordance with this Agreement.
“Interchange” means a professional exchange involving Client(s) and Expert(s) which may be short or long-term in nature and take the form of a remote consultation (telephone, email or other form of electronic messaging or Video Conferencing Platforms), in-person consultation, information provision in the form of reports, documents and surveys, or advisory or employment relationships with Client or Client’s affiliate(s).
“Mandate Scope” means a description of the subject matter to be covered in the context of an Interchange.
2. General Eligibility
By participating in an Interchange with any Client, you must confirm you are eligible to do so and are not violating any obligations you may owe to any third parties (e.g. your employer, former employer etc.). By accepting this Agreement, you are confirming that: (i) your participation as an individual is permissible, (ii) you have obtained all necessary and appropriate consents and waivers, and (iii) you will be acting as an independent contractor and not as a Nextyn employee, agent, representative, partner or joint venture.
You are solely responsible for ensuring that your participation in the Nextyn network and its Interchange complies with any applicable obligations. Before joining, you must review all relevant agreements—such as Employment or Consulting Contracts, Non-Disclosure Agreements, Employee Handbooks, Codes of Conduct etc.—that may restrict your involvement. Where applicable, you are fully and solely responsible for obtaining any necessary consents or waivers from your employer, clients, or other third parties prior to participating in any Interchange.
Participation in any Interchange is entirely voluntary and at your discretion. You are under no obligation to accept or continue any Interchange and may decline or withdraw from participating.
3. Background Information
You agree that any information you provide or confirm to Nextyn, including that relating to your career background, industries of expertise and your personal data (“Background Information”) will be true, accurate, and not misleading. In particular, you confirm and agree that you will inform us of any inaccuracies or omissions in your career history summary.
You further agree that Nextyn, in its absolute discretion, may share some or all of such Background Information with Client(s) to enable them to schedule a potential Interchange with you.
You are solely responsible for the accuracy and completeness of information that you provide to Nextyn and you understand that Nextyn, its Clients and third parties may rely on such information provided by you. You agree to provide us with accurate and up to date biographical information and in connection with any further queries, including, but not limited to, your current and former employment, and any conflicts or restrictions on your ability to consult. Based on further information from you or other sources, we may amend your information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your profile with us and to update changes promptly.
As part of Nextyn’s Compliance Screening process, Nextyn reserves the right to conduct background checks on you, in any manner it deems fit, either internally or by utilizing third party services, and to confirm your professional and educational history.
4. Commitments before an Interchange
Nextyn may contact you regarding your possible participation in Interchange(s). Discussing a particular Mandate Scope with you merely constitutes an attempt at determining your potential suitability and Nextyn cannot guarantee you will be contacted again or indeed will engage in an Interchange with our Client.
Upon learning of a given Mandate Scope, it is your responsibility to determine whether participating in a prospective Interchange given the particular Mandate Scope is appropriate. Participation in any Interchange is always at your discretion and you may decline to participate without reason.
You should categorically decline participation in any Interchange if:
1) You know that by participating you are violating any law or regulation or breaching any agreement with or obligation towards a third party (e.g. person, employer, former employer or other);
2) Your participation would present any conflict of interest;
3) Your participation in the Interchange would give rise to any professional, regulatory or ethical conflict, or would result in a breach of a duty of confidentiality to which you are subject;
4) Your participation would result in the disclosure of any confidential or proprietary information, not owned by you;
5) You are a director, officer or other employee of a company or organisation that has made or is subject to a tender offer or takeover offer (or equivalent process in any jurisdiction), or You are employed by an entity that has acted on behalf of a company in connection with such tender offer or takeover offer. For these purposes a ‘tender offer’ shall mean an offer to purchase some or all of the shares of any public company;
6) In a personal capacity, you have ever been convicted of a felony, been the subject of sanctions administered by any jurisdiction, been the subject of an investigation by a securities regulator or other regulatory authority or been a defendant in any proceeding where fraud or violation of laws or regulations is alleged. You confirm that you have never been subject to any such convictions, sanctions, investigations or proceedings; or
7) You are a serving member of the armed forces of any country;
8) Your participation would cause you to violate any duty or obligation of any kind to, or Policy or Code of Conduct of any person, employer, former employer or other;
9) Your participation would violate any law, rule or regulation.
5. Commitments during an Interchange
You agree that, while participating in an Interchange:
1) You will not discuss or disclose information that is relatable to your Current Employer.
2) You agree not to discuss any confidential, proprietary, Material Non Public Information if you are/were employed in any capacity whatsoever (including but not limited to employee, director, trustee, officer, board member, or any such position) for a Public Company or for a bidder in a tender offer, or for a Company which has filed to issue an Initial Public Offering (IPO), you must decline all Interchange(s) until the tender offer is resolved or the IPO is issued.
3) If you are directly/indirectly in any manner made aware, you agree not to continue participating in the Interchange for a Client that is a direct competitor of a Company for which you are a current employee, director, trustee, officer, board member, or hold any such position.
4) You will not disclose, and your participation in the Interchange will not otherwise result in the disclosure of, any:
a) Inside information or other non-public information concerning a company whose securities are traded on a recognised exchange or a quoted instrument; trade secret; or
b) Other information that you have a duty to keep confidential, or that you have obtained from any person who expects you to keep such information confidential, or could reasonably expect to be considered confidential;
5) You will not provide investment, financial, accountancy, legal, medical or other professional advice to any Client in the context of the Interchange. For the avoidance of doubt, we do not consider your general industry perspective, opinions and insights to constitute advice;
6) If you are an auditor or a former auditor, you will not comment on companies or organisations you currently audit or have audited in the last 5 years;
7) If you are an Attorney, you agree not to consult about any clients you currently represent or to disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present clients. You agree not to provide any legal or professional services to a Client during an Interchange.
8) If you currently serve as a government official in any jurisdiction, you will not discuss any government legislation, government regulation, government policy or government business that you are in a position to influence or vote upon. You will not consult about matters presently regulated by the agency or department in which you are employed.
9) You will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including, without limitation, The Prevention of Corruption Act, 1988 (India) along with its amendments or any other law prohibiting corruption and bribery in a country other than India (“Anti-Corruption Laws”).
10) If you are or have been in the past, involved in a clinical trial, you will not disclose any unpublished or material non-public or other confidential information relating to any stage of a live clinical trial in which you are/were involved.
11) You will share appropriate information with the client during an Interchange. If the client feels that you do not have appropriate information/expertise on the matter of discussion, the client has the right to discontinue the Interchange within the first 10 minutes. In such cases, you are not entitled to be compensated for the Interchange.
If during an Interchange, 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 the Interchange, you should discontinue your participation in the Interchange and notify Nextyn immediately.
You shall not, directly or indirectly, offer/accept, give, or promise any gift, payment, or advantage—financial or otherwise—in connection with an Interchange or this Agreement. Similarly, you shall not solicit or accept any such benefit in return for securing business or improperly performing any function.
You must not provide false or misleading information of any manner, (including but not limited to misrepresenting your qualifications, experience, or employment)—whether through Artificial Intelligence or otherwise—to Nextyn or its Clients. Additionally, you agree not to mislead or misrepresent yourself to any person for the purpose of gathering information related to an Interchange. You represent that you are not and have not been the target or subject of any regulatory or enforcement proceedings brought by any securities, commodities or other financial regulatory authority, self-regulatory organization or any other law enforcement body. Should your status change with respect to any of these representations, you shall immediately inform Nextyn of the same.
You agree to provide all reasonable assistance to Nextyn and our Client in responding to any regulatory enquiries relating to any Interchange in which you are involved.
In exchange for the compensation paid to you for such an Interchange, you agree to release Nextyn and Nextyn’s Clients and their affiliates from any and all claims and liabilities including, without limitation, any claim for libel, defamation, invasion of privacy, violation of the right to publicity, or commercial appropriation of name and likeness. We expect you to perform in all Interchanges in a timely, diligent and professional manner consistent with the highest industry practice.
6. Compensation and Payment Terms
An invoice must be raised within seven (7) working days of the completion of the Interchange, directly through the Nextyn dashboard. The invoice shall reflect the pre-agreed Interchange rate for the assignment and must be inclusive of all applicable government or local taxes in your jurisdiction. A copy of the invoice will be automatically emailed to Nextyn’s Accounts team from the dashboard itself for processing and recordkeeping.
You shall not receive payment for any Interchange, unless such Interchange has successfully taken place and was conducted in accordance with all this Agreement. You may change your Hourly Rate only upon written notice to us and after a written acceptance by us. Hence, changes to your Hourly Rate will not take effect unless Nextyn sends you a written confirmation of such updated rate. You may not change your rate after you have been contacted by Nextyn for any particular Interchange, therefore, your updated rate (if any) would be applicable only to future Interchanges. You must not reveal your Hourly rates and financial arrangements to Nextyn’s Clients.
In the event that a Client disputes the payment amount or the quality of work for an Interchange, Nextyn may choose to withhold payment until such dispute is resolved. You agree that in the event of any such payment disputes, Nextyn has the sole discretion and authority to resolve such disputes and you agree to be bound thereby.
The fee shall be remitted to your account, no more than 21 business days after receipt of the Invoice.
Nextyn will compensate you at the rate agreed upon in respect of each completed Interchange, which will be pro-rated based on the amount of time spent with the Client in the Interchange (calculated in minutes), in accordance with the payment information provided by you. Any partial minutes will be rounded down to the nearest whole minute.
Nextyn will deduct from the payment of fees any withholding taxes or other amounts required to be deducted by applicable local law or regulation or any fees charged by the bank designated by you.
You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Nextyn, in accordance with applicable laws and regulations and, if applicable, you agree to provide Nextyn evidence of such tax payments upon Nextyn’s request.
You further agree to indemnify Nextyn in the event that you fail to fulfill your individual tax obligations and Nextyn incurs losses due to such failure (including but not limited to penalties imposed on Nextyn by the relevant tax authorities).
It is your responsibility to ensure that your bank account details are correct and up to date and match the details that we have on your account. If you do not receive full or partial payment, you must inform Nextyn by email at accounts@nextyn.com within six (6) months, starting from the date of the Interchange.
7. Confidentiality and Proprietary Information
By participating in an Interchange, certain information (“Proprietary Information”) including any and all non public information, in any form or medium, written, oral or otherwise, concerning or relating to Nextyn, any of its affiliates or any Client, including but not limited to (i) the existence or subject matter of the Interchange(s) including but not limited to the questions posed by any Client and the topics discussed, information or materials shared, opinions expressed or work commissioned by Nextyn or any Client, (ii) the identity and details relating to the Client, and (iii) any other confidential information or intellectual property of Nextyn or its Client (including information relating to any actual or potential investment, trading and/or any business decisions of Client), may be disclosed to you or become known to you. 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 (including by dealing in the securities of any company to which Proprietary Information relates or encouraging any other person to do so). For the avoidance of doubt, you may not publicise or market your participation in Interchange(s) or your relationship with Nextyn, without Nextyn’s prior written consent.
In the event you are required to disclose such Proprietary Information under applicable law, you agree to promptly notify Nextyn and to fully cooperate with Nextyn in exercising any right or exemption available to prevent the disclosure of Proprietary Information to the extent permitted under applicable law.
The duty to maintain confidentiality hereunder shall survive until the Proprietary Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.
8. Communication with Third Parties
If you speak with any third person prior to or following an Interchange, you agree (i) to comply with your obligations relating to Proprietary Information at all times, (ii) not to compensate such person in any way for information, and (iii) to disclose clearly that you are acting on behalf of a third party (without identifying our Client). In the context of participating in Interchange(s) with our Client(s), you should neither before nor after an Interchange, consult with any person at any company asking them for information about that company or about the scope of the Interchange.
You shall only accept Interchanges with Nextyn’s Clients individually arranged by Nextyn. If a Client requests additional Interchanges or any other work or assignments, you must notify Nextyn of the same and seek Nextyn’s written approval, before commencing work on such additional Interchanges or work or assignments.
You are not permitted to invite any third party to participate in an Interchange. Nextyn makes no representation regarding the frequency or quantity of Interchange requests you will receive.
9. Recording and Transcription
You understand and agree that Clients of Nextyn may, at their discretion, record and/or transcribe any consultation, including audio, video, and written formats, for purposes including but not limited to internal documentation, long-term archival, servicing Client projects, supporting the Client’s affiliates, and enhancing the Client’s ability to implement insights derived from the Interchange.
By participating in such consultations, you expressly consent to being recorded and/or transcribed.
You acknowledge that you will not have access to, ownership of, or control over such recordings or transcripts, and you waive any claims related to their creation, use, storage, or dissemination, provided such use is in accordance with applicable laws and Nextyn’s privacy and compliance policies.
If you do not consent to being recorded or transcribed, you must inform Nextyn in writing by emailing compliance@nextyn.com prior to the start of any scheduled consultation. In such cases, Nextyn reserves the right to reschedule or cancel the Interchange at its discretion.
10. Intellectual Property
If, in connection with an Interchange, you provide a Client with any written documentation or any other written (or otherwise documented) material (including, without limitation, reports, data, studies, charts, specifications and programmes) (“Documentation”)
a) you irrevocably and unconditionally warrant and represent that you are the sole unencumbered author, owner or holder of an appropriate, valid and sufficient license of all rights, title and interest (including the intellectual property rights) in such Documentation;
b) you hereby grant (and you warrant that you have the right to grant) our Client a nonexclusive, irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, modify, delete and adapt the Documentation; and
c) you indemnify and agree to keep indemnified Nextyn, its Clients and any agent, service provider or consultant appointed by either Nextyn or its Clients to participate in, and conduct, an Interchange, against any and all liabilities in connection with claims, actions, charges, costs, expenses (including Attorneys’ fees and expenses), damages or proceedings based on the claim and any other liabilities of any kind whatsoever direct or indirect, that the Documentation infringes any intellectual property rights of yours or a third party.
You hereby agree that any documentation or any other material that you create independently of or prior to an Interchange (including any documentation) are original works and do not infringe any third party’s Intellectual Property rights and you hereby agree to grant to the Client (and/or Client’s client, and/or Nextyn) to which you supply such documentation a non exclusive, royalty free, perpetual licence to use any and all Intellectual Property rights subsisting in such documentation in the course of its business.
11. Term & Termination
This Agreement comes into force on the date of your acceptance of the Agreement and will continue to be in force until terminated by either party at any time upon giving written notice to the other. Following termination, you will continue to be bound by all your obligations listed in this Agreement after an Interchange, Confidentiality and Proprietary Information, Communication with Third Parties, Intellectual Property, Third Parties, Indemnification, Non Solicitation, Arbitration, Limitation of Liability and all other applicable Clauses under this Agreement. Following the completion of an Interchange, you agree not to directly contact the Client for any reason or provide the Client with any unsolicited information or gifts.
12. Independent Contract Status
It is understood and agreed that any services performed by you under this Agreement shall be performed as an Independent Contractor and/or Consultant, and you further understand and acknowledge that you have no authority to act or speak on Nextyn’s behalf or to represent that you have any such authority. You will not identify yourself to any person or entity as an employee of Nextyn or any of its Clients. Nothing in this Agreement shall create anything in the nature of a partnership or a relationship like that of a principal and agent or any other similar relationship between you, Nextyn or its Clients. You represent that you are joining Nextyn in your individual capacity and not as an agent or representative of any entity or individual.
13. Limitation of Liability
Nextyn shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any direct loss or any indirect or consequential loss or damage of any kind arising under or in connection with this Agreement PROVIDED THAT nothing in this Agreement shall limit or exclude (or purport to limit or exclude) our liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors and fraud or fraudulent misrepresentation.
14. Dispute Resolution and Arbitration Clause
Where the Expert is based in India:
In case of any dispute arising out of this Agreement, it shall be resolved exclusively through binding Arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time (“the Act”). The Arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties are unable to agree on an Arbitrator within thirty (30) days, the appointment shall be made in accordance with the provisions of the Act.
The seat and venue of Arbitration shall be Mumbai, India, and the Arbitration proceedings shall be conducted in English. The Arbitral Award shall be final, binding, and enforceable in any court of competent jurisdiction.
The existence of a dispute or the commencement of Arbitration shall not relieve either party of its ongoing obligations under this Agreement. This clause shall apply to both contractual and non-contractual disputes or claims arising out of or in connection with this Agreement.
Where the Expert is based outside India:
Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference into this clause.
The tribunal shall consist of a sole arbitrator, unless otherwise agreed by the parties. The seat and venue of the arbitration shall be Singapore, and the arbitration proceedings shall be conducted in the English language.
The award rendered shall be final and binding on the parties, and judgment on the award may be entered and enforced in any court of competent jurisdiction. The parties waive any right to appeal the arbitration decision to the extent permitted by law.
The Award rendered by the arbitrator shall be final and binding on the Parties and enforceable in any court of competent jurisdiction.
15. Governing Law and Jurisdiction
In case of the Expert based in India, this Agreement shall be governed by and construed in accordance with the laws of India. Subject to the Arbitration clause above, all disputes shall be subject to the exclusive jurisdiction of the courts of Mumbai, Maharashtra.
However, if the Expert is based anywhere outside of India, this Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to any conflict of law principles. Subject to the arbitration clause contained herein, the courts of Singapore shall have exclusive jurisdiction over any disputes that are not subject to arbitration or for the enforcement of any arbitral award.
16. Additional Terms & Conditions
If any term, condition, or provision of this Agreement (or part thereof) is determined to be unlawful, invalid, void, or for any reason unenforceable, the validity and enforceability of the remaining terms, conditions and provisions (or parts thereof) shall not in any way be affected or impaired.
We may provide a translation of this Agreement for reference purposes. For the avoidance of doubt, in the event of any inconsistency between the English version of this Agreement and a translation provided to you, the terms of the English version of this Agreement shall always prevail.
This Agreement is governed by and shall be construed in accordance with the Indian Law. The parties hereby submit to the exclusive jurisdiction of the Indian courts in relation to any claims or other matters arising from or related hereto, whether in tort, contract or otherwise.
You further agree that Clients (and their affiliates) may rely on and enforce this Agreement. Apart from you, Nextyn and our Clients, no third party is entitled to rely on or enforce this Agreement.
This Agreement constitutes the entire agreement between you and Nextyn relating to the subject matter herein. In the event that there is a conflict between this Agreement and any separate acknowledgements and/or undertakings given by you to Nextyn in connection with any Interchange(s), this Agreement will prevail. Any amendment to this Agreement must be in writing, accepted by both parties and expressed to constitute an amendment to this Agreement.
You agree that a breach of any one or more of the clause(s) would cause irreparable harm to Nextyn and/or its Client and that damages would not be a sufficient remedy in respect of any such breach. Without prejudice to any other rights which Nextyn and/or its Client may have, Nextyn and/or the Client shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.
You agree not to use the name “Nextyn” or any other trademark, symbol or logo of Nextyn without Nextyn’s prior written consent.
This Agreement incorporates and is subject to Nextyn’s Privacy Policy and Code of Conduct, which are hereby made part of this Agreement by reference.
By proceeding, you confirm that you have read, understood, and accepted these Terms and Conditions, Privacy Policy and the Code of Conduct.
