Pre-Engagement Terms
This is the version currently in force. If you are already one of our clients or experts, the version that governs your agreement is the one named on your own copy of it, which is not necessarily this one.
Permanent address of this version: agreements.maisonmilentis.com/terms/pre-engagement-terms/v2a
Standard Terms
1 Interpretation
These Standard Terms are incorporated into each Order. An Order is the document in which the Company and a Prospective Client record their particulars, signed by both parties or accepted under clause 7.3. An Order and the version of these Standard Terms it incorporates together form the Pre-Engagement Terms (the Terms).
Each bold label in the Order defines the corresponding capitalised term used in these Standard Terms. The Order prevails as to the values it states but does not otherwise vary these Standard Terms.
signed, in relation to the Terms, includes accepted under clause 7.3, and a reference to signature or to signing includes acceptance under clause 7.3.
An Order states the parties and their notice details, the Effective Date, the version of these Standard Terms it incorporates and where that version is published, and each value these Standard Terms require to be stated in it.
2 Purpose, and no engagement
The Terms apply to all information the parties have exchanged since first contact and exchange during the Term, in either direction, to assess a possible engagement of the Company by the Prospective Client (the Purpose).
No engagement arises, no exclusivity is granted and no fee, commission or other sum is payable by either party unless and until the parties enter into a framework agreement (a Framework Agreement) and a Statement of Work under it. Neither party will bring any claim founded on implied contract, quantum meruit or work performed before they are entered into.
3 Confidentiality
Confidential Information means all non-public information disclosed by one party to the other in connection with the Purpose, whether before or after the Effective Date, including the Prospective Client's programme, dossier, product and business information, its restricted-party and competitor lists, and each Introduction Notice and Capability Profile (each defined in clause 4), but excluding material describing the Company's service model, methodology and compliance architecture.
Each party shall keep the other's Confidential Information confidential, use it only for the Purpose, and disclose it only to those of its officers, employees and professional advisers who need it for the Purpose and owe equivalent duties of confidence.
Clause 3.2 does not apply to information that is or becomes public other than through a breach of the Terms, that the receiving party already held free of any duty of confidence, that it develops independently, or that it is required to disclose by law or by a regulator, provided it gives the other party prior written notice where lawful.
4 Introductions and identification
The Company identifies each expert by a unique reference code (a Reference) and notifies each introduction to the Prospective Client in writing by Reference, attaching a de-identified profile of the expert's capabilities (a Capability Profile); each such notice is an Introduction Notice. The Company's register of References and Introduction Notices is conclusive evidence of an introduction, absent manifest error.
For each Reference, for as long as the Company has not disclosed the identity of the individual behind it, the Prospective Client shall not identify or attempt to identify that individual, and shall not use any Introduction Notice or Capability Profile to approach or contact that individual otherwise than through the Company.
Clause 4.2 does not restrict the Prospective Client in respect of an individual whose identity it already knows independently of the Terms, or in its dealings with any person it identifies without using information received under the Terms.
5 Data protection
Each party shall process personal data received from the other, limited to contact and business details of the other's personnel, only for the Purpose and in accordance with applicable data protection law.
The Prospective Client shall not retain any Capability Profile beyond the Retention Period, and shall not add any Capability Profile, Reference or information derived from either to any internal database, expert list or similar record.
6 Term, supersession and survival
The Terms start on the Effective Date and continue for the Term, unless earlier superseded: a Framework Agreement supersedes the Terms from its formation, except clauses 3 and 4, which survive and run continuously from the Effective Date.
On expiry of the Term, clause 3 survives for the Confidentiality Period and clause 4 survives for the same period.
7 General
The Terms are the entire agreement between the parties for their subject matter, and grant neither party any right or licence in the other's information or materials beyond use for the Purpose; nothing limits liability for fraud.
The Terms may be signed electronically and in counterparts, which together form one agreement, and may be varied only in writing signed by both parties. A notice under the Terms must be in writing, which includes email to the address or email address stated for the receiving party in the Order.
The Company offers the Terms by making the Order available to a named recipient through a link the Company issues for that recipient alone, together with the version of these Standard Terms identified in the Order, which the Company publishes and which is displayed in full with it (together the Offer). The Offer is capable of acceptance only in the form presented, and the Company’s system refuses the acceptance of any version or particulars other than those offered. The Prospective Client accepts the Offer by completing the acceptance process the Company presents through that link, which requires a confirmation code that the Company sends, when the recipient asks for it, to the email address the Company recorded for the recipient when it issued the Offer and which the recipient can neither choose nor change. The Terms are formed when the Company’s system records the acceptance, and not before, and the Company is bound from formation without further act.
The Offer lapses, and is no longer capable of acceptance, on the earliest of the Offer Expiry stated in the Order, the Company withdrawing the Offer by written notice to the recipient, and the link ceasing to operate by the Company’s act. An acceptance the Company’s system records after the Offer has lapsed forms no agreement, and the Company will tell the recipient so. A purported acceptance on terms that differ from the Offer is a rejection of it, and neither party is bound unless the Company issues a further Offer which is accepted under clause 7.3.
The Company records, for each Offer accepted: a cryptographic hash of the version and the particulars offered and accepted; the email address to which the Offer and the confirmation code were sent; the name given by the person accepting; the time the confirmation code was completed and the time of acceptance; the internet protocol address and browser identification from which the acceptance was made; and the confirmations the recipient gave. Acceptance under clause 7.3 has the same effect as signature of the Terms by both parties, and on formation the Company sends the Prospective Client the particulars accepted, the version accepted and the means of obtaining that version and the certificate of acceptance, and gives the Prospective Client a copy of the Terms as accepted and of that certificate on request. The Company may instead offer the Terms for signature, in which case the Terms are formed when both parties have signed the Order and clauses 7.3 to 7.5 do not apply.
Each party warrants that it has full power and authority to enter into and perform the Terms and that the person signing or accepting them on its behalf is authorised to bind it; the acceptance process requires the person accepting to confirm that authority. To the extent that article 1127-1 or article 1127-2 of the French Code civil, or §312i(1) of the German Bürgerliches Gesetzbuch, would otherwise apply to the Terms or to their formation, each party agrees for the purposes of article 1127-3 of that Code and §312i(2) of that Gesetzbuch that the requirements of points 1° to 5° of article 1127-1, of article 1127-2 and of numbers 1 to 3 of the first sentence of §312i(1) do not apply between them. Nothing in this clause 7.6 affects the second paragraph of article 1127- 1.
8 Governing law and jurisdiction
The Terms and any non-contractual obligation arising out of or in connection with them are governed by the law of England and Wales.
Any dispute arising out of or in connection with the Terms, including any non-contractual dispute, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce by a sole arbitrator, with the seat in London, England, in English; the law of this arbitration agreement is the law of England and Wales, and the parties shall keep the arbitration confidential.
Damages alone would not adequately remedy a breach of clause 3 or clause 4; either party may seek interim or injunctive relief for a breach or threatened breach in any court of competent jurisdiction at any time, without proof of special damage, and clause 8.2 does not limit that right.