THESE TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND QSBS WHEN YOU ACCEPT THEM ELECTRONICALLY. PLEASE READ THEM CAREFULLY BEFORE ACCEPTING MEMBERSHIP.
These QSBS Expert Network Membership Terms and Conditions (the “Terms”) govern membership in and participation in the QSBS Expert Network. They are between Quicksteps Business Solutions Inc. (“QSBS”, “we”, “us”, or “our”) and the individual who accepts these Terms (“you”, the “Expert”, or the “Network Member”).
These Terms are designed to operate together with: (a) the QSBS Expert Code of Conduct; (b) the QSBS Expert Compliance Standards and required training; (c) the QSBS Privacy Policy; and (d) each applicable Expert Engagement Confirmation or Consulting Project Statement of Work. Each of the Code and Compliance Standards must be separately accepted or certified where required by the onboarding process.
1. Purpose and Agreement Structure
1.1 The QSBS Expert Network is a curated network of experienced professionals who may be invited to provide lawful, non-confidential knowledge, analysis, professional perspectives, research support, advisory services, and consulting services to QSBS and QSBS clients.
1.2 Membership is the standing relationship. An individual Engagement may appoint a Network Member in a specific role, including Subject-Matter Expert, Project Consultant, Project Lead Consultant, research contributor, panelist, workshop participant, survey respondent, or another role described in the applicable Engagement Confirmation or Statement of Work.
1.3 These Terms establish the baseline rules for all Network Members. Project-specific commercial and operational terms will be set out in a written or electronic Engagement Confirmation or Statement of Work. If there is a conflict, the project-specific document controls only for the subject matter it expressly addresses; these Terms continue to apply in all other respects.
1.4 The Expert Code of Conduct and Compliance Standards are mandatory membership requirements. They supplement these Terms. If a conflict cannot reasonably be reconciled, the interpretation that provides the stronger lawful protection for confidentiality, compliance, client information, and third-party obligations will apply, subject to applicable law and any express project-specific term approved by QSBS.
2. Definitions
“Applicant” means a person who has applied to join the QSBS Expert Network but has not yet been approved as an Active Network Member.
“Client” means an organization or person receiving services, insights, research, or consulting support arranged or managed by QSBS.
“Code” means the QSBS Expert Code of Conduct, as separately accepted by the Network Member.
“Compliance Standards” means the QSBS Expert Compliance Standards, training requirements, project screening rules, and related certifications applicable to Network Members.
“Confidential Information” means non-public information belonging to QSBS, a Client, another Network Member, or a third party that is marked confidential, identified as confidential, or that a reasonable person would understand to be confidential in the circumstances.
“Engagement” or “Project” means any consultation, interview, survey, advisory session, panel, workshop, research assignment, written engagement, consulting project, placement, project team assignment, or other activity arranged or approved through QSBS.
“Engagement Confirmation” means the electronic or written project invitation or confirmation stating the topic, scope, role, fee or rate, duration, recording status, and other engagement-specific terms for an Expert Insight Engagement.
“Project Deliverable” means a report, presentation, model, analysis, memorandum, research output, dataset, workshop material, or other work product specifically created for a Consulting Project.
“Restricted Information” means Confidential Information, Material Non-Public Information, trade secrets, personal information received for limited purposes, privileged information, government-restricted information, or any information the Network Member is legally, contractually, professionally, or ethically prohibited from disclosing or using.
“Statement of Work” or “SOW” means the document governing a Consulting Project, including role, scope, deliverables, milestones, fees, project governance, intellectual property, and any additional obligations.
“Material Non-Public Information” or “MNPI” means information that is not generally disclosed or publicly available and that could reasonably be considered material to an investor, securities issuer, transaction, or market decision under applicable securities laws.
3. Application, Eligibility, Admission, and Membership Status
3.1 Joining the QSBS Expert Network is by application and approval only. Submission of an application does not create membership, employment, a right to work, or any entitlement to an Engagement.
3.2 QSBS may verify identity, employment history, qualifications, professional credentials, references, sanctions or watchlist status where appropriate, and other information reasonably relevant to suitability, subject to applicable privacy law and the QSBS Privacy Policy.
3.3 You must provide truthful, accurate, complete, and current information throughout the application and membership process. Material misrepresentation or omission may result in rejection, suspension, termination, non-payment for affected work, or other lawful action.
3.4 QSBS may approve, conditionally approve, defer, reject, suspend, limit, or terminate membership based on suitability, compliance, client requirements, capacity, conduct, or legitimate business considerations, subject to applicable law.
3.5 You become an Active Network Member only after QSBS confirms final approval and all mandatory onboarding gates have been completed, including acceptance of these Terms, separate acceptance of the Code, completion of required Compliance Training, successful completion of any required assessment, and compliance certification.
4. Annual Renewal, Training, Assessment, and Certification
4.1 Active membership is subject to periodic renewal. Unless QSBS specifies a shorter period for a particular risk category, Network Members must re-accept the then-current Membership Terms and Code and complete required compliance refresher training at least annually.
4.2 QSBS may require additional or sector-specific training, testing, attestations, or re-certification at any time where reasonably required by law, Client requirements, a change in the Network Member’s circumstances, or a compliance concern.
4.3 Failure to complete required renewal steps may result in the Network Member becoming Inactive or Suspended until the requirement is satisfied.
5. No Guaranteed Opportunities; Non-Exclusive Membership
5.1 Membership is non-exclusive. You may provide services to others, subject to your obligations under these Terms, the Code, the Compliance Standards, applicable law, and any duties owed to other persons or organizations.
5.2 QSBS does not guarantee any minimum number, type, frequency, duration, or value of Engagements, and you are not required to accept an Engagement unless you have already accepted a project-specific commitment that remains outstanding.
5.3 QSBS and Clients may select Network Members based on expertise, availability, conflicts, compliance requirements, prior performance, project needs, commercial factors, or other legitimate criteria.
6. Independent Contractor; Individual Capacity; No Agency
6.1 You participate as an independent contractor and in your individual capacity unless QSBS expressly agrees otherwise in writing. Nothing in these Terms creates an employment, partnership, joint venture, fiduciary, franchise, agency, or representative relationship between you and QSBS or between you and a Client.
6.2 You have no authority to bind QSBS or any Client, enter contracts on their behalf, incur obligations for them, make public statements for them, or represent that you are their employee, officer, agent, or authorized spokesperson.
6.3 Subject to the agreed scope and project requirements, you are responsible for the manner and means by which you perform accepted work and for supplying your ordinary tools and equipment. Where a Consulting Project requires specific systems, security controls, methods, or project governance, those requirements may be stated in the SOW.
6.4 You are responsible for your own taxes, registrations, permits, insurance, pension, benefits, and statutory obligations arising from amounts paid to you, except to the extent applicable law requires QSBS to withhold, report, contribute, or remit amounts.
6.5 The parties intend an independent contractor relationship, but acknowledge that legal status depends on applicable law and the actual relationship. These Terms do not waive any non-waivable statutory right.
7. Profile Information and Continuing Accuracy
7.1 You must maintain an accurate Expert profile, including current employment status, material directorships or advisory roles, relevant professional credentials, material business relationships, and sufficient employment history for QSBS and Clients to assess suitability and conflicts.
7.2 You must promptly update QSBS if a change could affect your eligibility, independence, conflicts, confidentiality obligations, government status, professional standing, sanctions status, or ability to accept or perform Engagements.
7.3 QSBS and Clients may rely on your profile and screening responses when selecting you. You must not accept an Engagement if information relevant to that Engagement is materially inaccurate, incomplete, or out of date.
8. Engagement Types and Expert Roles
8.1 QSBS may offer two broad categories of opportunity: (a) Expert Insight Engagements, such as calls, interviews, surveys, panels, workshops, focused advisory sessions, or research contributions; and (b) Consulting Projects involving defined scope, deliverables, project governance, milestones, or team-based work.
8.2 In an Expert Insight Engagement, you ordinarily provide education, analysis, and professional insight based on experience and information you are permitted to share. Unless the Engagement Confirmation states otherwise, you are not responsible for implementing a Client decision or managing a Client business function.
8.3 In a Consulting Project, QSBS may appoint you as a Project Consultant, Subject-Matter Expert, or Project Lead Consultant. A Project Lead Consultant may coordinate approved Network Members, lead workstreams, manage methodology, participate in Client meetings, consolidate findings, and oversee deliverables as specified in the SOW.
8.4 Qualification as an Active Network Member does not automatically qualify you to lead a Consulting Project. QSBS may establish additional eligibility requirements for Project Lead Consultants, including leadership experience, consulting capability, client management, project governance, writing quality, prior performance, and professional liability insurance where appropriate.
8.5 You may not delegate, subcontract, substitute personnel, or transfer any part of an Engagement without QSBS’s prior written approval. A Project Lead Consultant may coordinate only those persons approved by QSBS for the Project.
9. Project Invitations, Acceptance, Scope, and Changes
9.1 Each Engagement is voluntary until accepted. Before acceptance, you must review the topic, role, scope, expected duration, commercial terms, Client restrictions, conflicts, and any project-specific compliance questions.
9.2 Acceptance of an Engagement Confirmation or SOW creates a project-specific commitment. You must perform the accepted scope professionally, diligently, and in accordance with agreed timelines, subject to your continuing right and obligation to stop work for a genuine compliance concern under Section 17.
9.3 A Client may not materially expand the scope, request additional deliverables, alter compensation, or convert an Expert Insight Engagement into a broader consulting assignment without QSBS approval. You must route material scope changes through QSBS.
9.4 If a project document conflicts with these Terms on confidentiality, MNPI, anti-corruption, third-party obligations, or law, the stricter lawful compliance requirement applies unless QSBS Legal/Compliance has expressly approved the variation in writing.
10. Employment, Contractual, Fiduciary, and Third-Party Obligations
10.1 Before joining the Network and before accepting each Engagement, you are responsible for reviewing agreements, employer policies, professional rules, fiduciary duties, confidentiality obligations, non-disclosure agreements, consulting restrictions, academic or institutional policies, and other obligations that may limit your participation.
10.2 You represent that you have obtained any consent, waiver, ethics approval, or other permission required for your membership or for the particular Engagement. QSBS may require documentary evidence of such permission before allowing participation.
10.3 You must not participate in an Engagement that is substantially focused on your current employer, an entity you currently serve as an officer or director, or another organization to which you owe duties that make participation inappropriate, unless QSBS expressly approves the Engagement in writing after any required consent has been obtained.
10.4 For written, in-depth, ongoing, or project-management Consulting Projects, QSBS may require written employer consent from employed Network Members unless QSBS determines that an exemption is appropriate and lawful.
10.5 Former employment or prior consulting experience does not authorize disclosure of confidential, proprietary, privileged, trade secret, or otherwise restricted information. Your obligations to former employers and clients continue according to their terms and applicable law.
10.6 If you are uncertain whether you are permitted to participate, you must decline the Engagement or pause and seek clarification before proceeding.
11. Conflicts of Interest and Project Screening
11.1 You must disclose any actual, potential, or reasonably perceived conflict that could affect your independence, objectivity, eligibility, or ability to comply with an Engagement.
11.2 Relevant conflicts may include current or recent employment, directorships, significant investments, advisory relationships, family or personal interests, litigation, government responsibilities, competitive relationships, professional duties, or other circumstances that could reasonably matter to QSBS or a Client.
11.3 QSBS may require project-specific screening questions and Client-specific attestations. You must answer them accurately and may not rely solely on a prior general profile response where circumstances have changed.
11.4 QSBS may disqualify you from any Engagement or impose safeguards, including a limited topic, information barrier, Client pre-approval, additional consent, compliance observer, or other reasonable control.
12. Confidentiality and Restricted Information
12.1 You must protect all Confidential Information received from QSBS, a Client, another Network Member, or an approved project participant, and use it only as necessary for the authorized Engagement.
12.2 Confidential Information may include the existence or description of a Project, Client identity where not disclosed for sharing, business plans, transaction interests, investment activity, pricing, financial information, personal information, research questions, project materials, methods, data, credentials, trade secrets, and any information that a reasonable person would understand to be sensitive or non-public.
12.3 You must not disclose to QSBS or any Client any Restricted Information belonging to your current or former employer, consulting clients, customers, suppliers, government bodies, board companies, business partners, or any other third party.
12.4 You must not solicit, encourage, induce, or knowingly receive information from another person where you know or reasonably should know that the person is not permitted to disclose it.
12.5 You must use reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the information. You must promptly notify QSBS of any suspected loss, unauthorized access, disclosure, security incident, or mistaken transmission involving Project information.
12.6 At QSBS’s or the Client’s reasonable request, or at the end of an Engagement, you must return or securely destroy Restricted Information in your possession, except for records you are legally required to retain. Any retained copy remains subject to these obligations.
12.7 These confidentiality obligations do not apply to information you can demonstrate was lawfully known to you without restriction, becomes public without breach, is independently developed without use of Restricted Information, or is lawfully received from a third party without duty of confidence.
12.8 If disclosure is legally compelled, you may disclose only what is legally required and, where lawful and practicable, must promptly notify QSBS so protective measures may be considered.
13. Material Non-Public Information and Securities Compliance
13.1 You must never disclose, request, transmit, trade on, recommend trading on, or otherwise misuse Material Non-Public Information in connection with the QSBS Expert Network.
13.2 If an Engagement moves toward a topic that may require disclosure of MNPI or other securities-restricted information, you must immediately stop discussing that topic and notify QSBS through the designated compliance channel.
13.3 You must not buy, sell, recommend, or cause another person to trade securities or derivatives on the basis of MNPI learned through QSBS, a Client, or an Engagement.
13.4 QSBS may impose additional restrictions on Engagements involving public companies, transactions, investors, capital markets, due diligence, or other heightened securities-law risk.
14. Government, Public-Sector, Sanctions, and Anti-Corruption Requirements
14.1 You must disclose if you are a current government employee, elected or appointed official, regulator, member of the judiciary, employee of a Crown corporation or state-owned enterprise, military official, public procurement participant, or other person whose public role may create legal or ethical restrictions.
14.2 You must not participate in an Engagement concerning a matter over which you currently exercise decision-making, regulatory, procurement, enforcement, supervisory, budgetary, or other governmental influence, or where participation is prohibited by law, policy, ethics rule, or public-service obligation.
14.3 You must comply with all applicable anti-bribery and anti-corruption laws, including Canadian laws where applicable. You may not offer, promise, authorize, request, receive, or facilitate any bribe, kickback, secret commission, improper benefit, or thing of value to obtain business, influence an official act, or improperly obtain information.
14.4 You may not pay, reward, hire, or provide benefits to a third party to obtain information for an Engagement without prior written authorization from QSBS and the Client and confirmation that the arrangement is lawful and compliant.
14.5 You must comply with applicable economic sanctions, export controls, and trade restrictions. You must promptly notify QSBS if you become subject to sanctions or restrictions that may affect participation or payment.
15. Regulated and Professional Services
15.1 Membership in the Network does not itself authorize you to provide legal, medical, investment, accounting, engineering, tax, immigration, regulated financial, or other licensed professional services.
15.2 Unless an Engagement expressly authorizes regulated professional services, you must provide only general education, industry insight, professional experience, and analysis that you are permitted to provide and must not create a professional-client relationship with the Client.
15.3 Lawyers must not provide legal advice through an ordinary Expert Insight Engagement. Investment professionals must not provide individualized investment recommendations unless the Engagement is separately structured and lawfully authorized. Other regulated professionals must comply with their licensing body, professional standards, and scope-of-practice requirements.
15.4 QSBS may impose sector-specific restrictions for healthcare, financial services, government, legal, audit, accounting, engineering, cybersecurity, or other regulated fields.
16. Professional Conduct and Quality Standards
16.1 You must act honestly, professionally, respectfully, and in good faith; communicate clearly; meet agreed deadlines; respect project governance; and comply with the Code, Compliance Standards, applicable law, and reasonable project instructions.
16.2 You must not misrepresent expertise, credentials, employment history, authorship, sources, availability, project progress, time spent, expenses, conflicts, or the origin of information.
16.3 You must not fabricate data, quotations, sources, citations, research findings, interviews, market observations, credentials, or project work. Plagiarism and deceptive research practices are prohibited.
16.4 You must distinguish fact, professional opinion, assumption, estimate, and third-party information where the distinction is material to the Engagement.
17. Stop-Work and Compliance Escalation
17.1 You have both the right and the obligation to decline, pause, or immediately stop an Engagement if continuing would require or reasonably risk a breach of law, these Terms, the Code, the Compliance Standards, an employer obligation, a confidentiality duty, a professional duty, or another binding restriction.
17.2 You should state that you cannot address the restricted topic and must not attempt to answer indirectly, through hints, coded language, assumptions, anonymous sourcing, or information obtained from another person.
17.3 You must promptly notify QSBS of a material compliance issue, preferably during or immediately after the Engagement, so QSBS can determine whether the Engagement may continue, be rescheduled, be narrowed, or be terminated.
17.4 For a scheduled Expert Insight Engagement that is stopped in good faith because of an unexpected compliance issue, QSBS may compensate the Expert for reserved time in accordance with the applicable Engagement Confirmation or QSBS policy, provided the Expert promptly reports the issue and did not create it through misconduct or material misrepresentation. Consulting Project payment consequences will be governed by the SOW and the circumstances of the stop-work event.
17.5 QSBS prohibits retaliation against a Network Member for raising a genuine compliance concern in good faith.
18. Third-Party Communications and Research Integrity
18.1 You may contact or interview third parties for a Consulting Project only where the SOW or QSBS expressly authorizes that activity.
18.2 When third-party outreach is authorized, you must accurately represent your role, avoid false pretenses, not identify a confidential Client unless authorized, state that you do not seek confidential or restricted information where appropriate, and respect the third party’s legal and contractual obligations.
18.3 You must not hire, compensate, or engage a third party for Project work, data, interviews, or information without QSBS’s prior written approval.
18.4 You must maintain reasonable records of material external sources used in a Consulting Project and identify source limitations where relevant to the reliability of a deliverable.
19. Artificial Intelligence, Automation, and Technology Use
19.1 You remain personally responsible for all work, statements, analysis, deliverables, and sources submitted under your name, whether or not technology or artificial intelligence tools were used.
19.2 You must not enter Client Confidential Information, QSBS Confidential Information, personal information, Restricted Information, or non-public Project materials into a public or unapproved AI system, model, chatbot, transcription service, storage platform, or other third-party technology.
19.3 Where an Engagement permits AI-assisted work, you must verify material outputs, confirm sources, correct errors, avoid fabricated citations, respect intellectual property rights, and disclose material AI use where required by the SOW, Client instruction, Code, or Compliance Standards.
19.4 QSBS may designate approved tools, prohibit specific tools, or require Client consent for technology used on a Project.
19.5 You must not use automated tools to scrape, bulk-download, copy, reverse engineer, or build a competing database from QSBS systems, Client materials, or Network Member information.
20. Client Relationships, Non-Circumvention, and Non-Solicitation
20.1 All Engagements with Clients introduced to you through QSBS must be arranged, approved, and commercially managed through QSBS unless QSBS gives prior written permission for another arrangement.
20.2 You may communicate directly with a Client where necessary for an approved Engagement, including where you are a Project Lead Consultant, but you may not privately expand the scope, accept separate compensation, move the relationship off-platform, or enter a new consulting, advisory, employment, board, or similar arrangement arising from the QSBS introduction without QSBS’s prior written consent during the Restricted Period.
20.3 The “Restricted Period” is twelve (12) months after the later of (a) your most recent Engagement with that Client through QSBS, or (b) your most recent substantive introduction to that Client through QSBS.
20.4 This Section does not prevent general advertising not targeted to a QSBS-introduced Client, nor does it restrict a demonstrable pre-existing relationship that you disclosed to QSBS before the relevant introduction. The purpose of this Section is to prevent circumvention of QSBS introductions, not to prohibit ordinary competition or independent business activity.
20.5 You may not directly solicit another Network Member first introduced to you through a QSBS Project for competing project work outside QSBS where the solicitation would circumvent QSBS, unless QSBS consents in writing.
20.6 You must not accept direct payment from a Client for an Engagement arranged by QSBS unless QSBS has expressly approved the payment arrangement in writing.
21. Intellectual Property, Background Materials, and Project Deliverables
21.1 You retain ownership of intellectual property, methods, templates, tools, know-how, frameworks, materials, and content that you developed independently of a QSBS Engagement (“Background Materials”), subject to any third-party rights.
21.2 You must not include third-party material in a Project Deliverable unless you have the right to do so and comply with any required attribution, licence, or usage restriction.
21.3 For ordinary Expert Insight Engagements, your general knowledge, experience, methods, and pre-existing know-how remain yours. Subject to Client usage terms, a Client may use the lawful, non-confidential insights communicated during the Engagement for its internal business purposes unless the Engagement Confirmation states otherwise.
21.4 For Consulting Projects, ownership of Project Deliverables will be stated in the SOW. If the SOW is silent, and subject to full payment of the applicable fees, you assign to QSBS all transferable right, title, and interest in Project Deliverables created specifically for that Project, excluding Background Materials. QSBS may assign or license those Project Deliverables to the Client.
21.5 To the extent Background Materials are incorporated into a Project Deliverable, you grant QSBS and the applicable Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, and distribute those Background Materials only as reasonably necessary to use and exploit the Project Deliverable for the purposes contemplated by the SOW.
21.6 To the extent permitted by applicable law, and only for Project Deliverables assigned under this Section or the SOW, you waive in favour of QSBS and the applicable Client any moral rights that may prevent authorized editing, adaptation, combination, translation, or use of the Project Deliverable. This clause does not transfer ownership of your general professional reputation, expertise, or Background Materials.
21.7 You will reasonably cooperate with documentation needed to confirm or perfect ownership and licences contemplated by this Section, provided QSBS reimburses reasonable out-of-pocket costs for extraordinary assistance requested after completion.
22. Recording, Transcription, and Use of Name or Likeness
22.1 QSBS does not rely on a blanket consent to undisclosed recording. If an Engagement may be recorded, transcribed, summarized by automated tools, or monitored by a Client compliance observer, that fact will be disclosed in the Engagement Confirmation or otherwise communicated before the relevant recording begins, except where applicable law permits monitoring without notice.
22.2 By accepting an Engagement that clearly discloses recording or transcription, you consent to that disclosed use subject to the stated project terms and the QSBS Privacy Policy.
22.3 Neither QSBS nor a Client may use your name, image, voice, biography, or endorsement in external marketing or public promotion merely because you are a Network Member, except with your consent or where your participation in a publication or event expressly includes such use.
23. Privacy and Personal Information
23.1 QSBS will collect, use, disclose, store, retain, and protect personal information in accordance with applicable privacy law and the QSBS Privacy Policy. The Privacy Policy is separate from these Terms and will be made reasonably accessible to Applicants and Network Members.
23.2 You understand that QSBS may use relevant profile, screening, qualification, conflict, availability, training, assessment, compliance, payment, and performance information to operate the Expert Network, assess eligibility, match Engagements, comply with law, prevent fraud, and support Client compliance review, in each case subject to the Privacy Policy and applicable law.
23.3 QSBS may share appropriate profile and screening information with a prospective or current Client for evaluation and compliance purposes. QSBS will limit disclosure to information reasonably necessary for the authorized purpose.
23.4 You must handle personal information received through an Engagement only for the authorized Project purpose and must not retain, repurpose, disclose, or combine it for unrelated use.
24. Fees, Expenses, Taxes, Invoicing, and Payment
24.1 Your compensation will be stated in the applicable Engagement Confirmation or SOW. Rates, project fees, milestones, currencies, cancellation terms, and payment conditions may vary by Engagement.
24.2 For timed Expert Insight Engagements, compensation may be calculated based on actual approved consultation time, a fixed session fee, a survey fee, or another amount stated in the invitation. Cancellation and no-show compensation, if any, will be stated in the Engagement Confirmation or applicable QSBS policy.
24.3 For Consulting Projects, the SOW will specify the project fee, milestones, invoicing requirements, acceptance criteria, reimbursable expenses, change-control process, and payment schedule.
24.4 Unless an Engagement Confirmation or SOW states a different payment period, QSBS will pay undisputed amounts within thirty (30) days after completion of the required work, receipt of any required invoice or payment request, and completion of any required post-Engagement attestations.
24.5 QSBS may withhold or offset amounts reasonably disputed in good faith, amounts paid in error, unauthorized expenses, or amounts associated with material fraud, falsified time, serious compliance breach, or failure to provide required attestations, subject to applicable law and the applicable project terms.
24.6 Expenses are reimbursable only if expressly authorized in advance or provided for in the SOW and supported by reasonable documentation.
24.7 You are responsible for applicable income tax, GST/HST or other sales taxes, registration, and reporting obligations unless law requires otherwise. If you are registered to charge an applicable sales tax, you must provide QSBS with the information reasonably required to process it.
24.8 You must provide accurate payment information. QSBS is not responsible for delay caused by inaccurate banking or tax information provided by you, although QSBS will take reasonable steps to correct an identified payment issue.
25. Post-Engagement Attestations
25.1 QSBS may require a post-Engagement attestation before payment or closure of an Engagement. The attestation will address compliance and completion of the authorized scope and will not require you to certify a Client’s subjective satisfaction.
25.2 A post-Engagement attestation may require confirmation that: (a) you completed the authorized scope; (b) you did not knowingly disclose Restricted Information or MNPI; (c) you complied with applicable employer and third-party obligations; (d) you disclosed material conflicts; (e) you complied with authorized AI and data-handling requirements; (f) you reported any compliance concern; and (g) your invoice, time, and expenses are accurate.
25.3 QSBS will record Client feedback, acceptance, or satisfaction separately. You must not represent a Client’s feedback, acceptance, or satisfaction as a fact unless the Client has communicated it.
26. Representations, Warranties, and Standard of Performance
26.1 You represent on joining the Network and on accepting each Engagement that you are legally permitted to participate, your relevant profile and screening responses are materially accurate, and you will comply with these Terms, the Code, Compliance Standards, applicable law, and project-specific obligations.
26.2 You will perform accepted Consulting Project work with the degree of care, skill, diligence, and professional judgment reasonably expected from an experienced professional performing comparable work in similar circumstances.
26.3 You do not guarantee a particular business result, investment outcome, transaction result, regulatory decision, market response, or commercial success unless the SOW expressly creates a measurable deliverable warranty approved by QSBS.
26.4 You represent that Project Deliverables you create will, to your knowledge, not unlawfully infringe third-party intellectual property rights and will not knowingly contain unlawful, fabricated, or deceptively sourced material.
27. Indemnification
27.1 You will indemnify QSBS and the applicable Client against third-party claims, damages, penalties, and reasonable external legal costs to the extent directly caused by your: (a) knowing or reckless disclosure of Restricted Information; (b) fraud or wilful misconduct; (c) material breach of anti-corruption or sanctions obligations; (d) infringement caused by material you supplied without the necessary rights; or (e) unauthorized representation that you had authority to bind QSBS or the Client.
27.2 QSBS will provide prompt notice of an indemnified third-party claim where practicable and allow you reasonable participation in the defence, provided no settlement admits liability on your behalf or imposes a non-monetary obligation on you without your consent, which will not be unreasonably withheld.
28. Limitation of Liability
28.1 To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, goodwill, business opportunity, or anticipated savings, arising from these Terms or an Engagement, except to the extent such damages form part of a third-party claim covered by Section 27.
28.2 The exclusions in Section 28.1 do not apply to fraud, wilful misconduct, a deliberate or reckless breach of confidentiality or data-security obligations, misuse of MNPI, a material anti-corruption or sanctions breach, intellectual property infringement, or amounts properly payable for completed authorized work.
28.3 No limitation in these Terms is intended to exclude a statutory right or remedy that applicable law does not permit the parties to waive or limit.
29. Insurance and Project-Specific Risk Requirements
29.1 Ordinary Expert Insight Engagements do not automatically require professional liability insurance unless QSBS states otherwise.
29.2 For Consulting Projects, Project Lead roles, regulated professional work, site work, or higher-risk Engagements, QSBS may require specified insurance, licences, certifications, security controls, background checks, or other risk-management conditions before work begins.
29.3 Any insurance requirement will be stated in the applicable SOW or Engagement Confirmation, including the type, minimum limit, proof of coverage, and required period of maintenance.
30. Suspension, Withdrawal, Termination, and Inactive Status
30.1 You may withdraw from the QSBS Expert Network by giving notice through the Portal or designated contact. Withdrawal does not automatically cancel an accepted Consulting Project or other commitment; the applicable SOW, transition obligations, and stop-work rules will apply.
30.2 QSBS may suspend or restrict access while investigating a compliance, security, fraud, performance, eligibility, legal, payment, or Client concern. Suspension may include pausing new opportunities, restricting Portal access, or removing you from a Project where reasonably necessary.
30.3 QSBS may terminate membership for material breach, misrepresentation, confidentiality violation, repeated quality failure, fraud, harassment, unlawful conduct, loss of required credentials, failure to maintain eligibility, serious conflict, or other reasonable cause. QSBS may also discontinue or limit membership for legitimate business reasons on reasonable notice where appropriate.
30.4 On termination or withdrawal, you must stop representing yourself as an Active QSBS Network Member and return or destroy Restricted Information as required. Earned and undisputed compensation for properly completed authorized work remains payable subject to applicable project terms and lawful set-off rights.
31. Survival
31.1 Any provision that by its nature should continue after withdrawal, suspension, expiration, or termination will survive, including confidentiality, Restricted Information, MNPI, intellectual property, payment obligations, non-circumvention/non-solicitation for its stated period, privacy, dispute resolution, indemnification, and limitations of liability.
32. Amendments, Version Control, and Annual Re-Acceptance
32.1 QSBS may update these Terms, the Code, or Compliance Standards to reflect legal, regulatory, operational, Client, or business changes. The Portal will identify the applicable document version and effective date.
32.2 Material changes to a Network Member’s legal obligations require affirmative electronic re-acceptance before continued Active membership or further Engagement participation, except where immediate legal or security requirements justify temporary protective measures pending re-acceptance.
32.3 Administrative, formatting, contact, or non-material clarifications may be communicated electronically without requiring a new signature where permitted by law and where they do not materially reduce rights or increase obligations.
32.4 QSBS will retain an auditable copy or record of each material version accepted by each Network Member in accordance with its records and retention requirements.
33. Electronic Acceptance, Communications, and Records
33.1 You agree that these Terms and project documents may be presented, accepted, signed, delivered, and stored electronically. An acceptance action may include entering your full legal name, selecting an appropriately designated acceptance control, applying an electronic signature, or another electronic act clearly intended to express agreement.
33.2 QSBS will retain an auditable acceptance record that identifies at least the Network Member, document name, document version, acceptance date and time, and acceptance action used, together with training and assessment records where applicable.
33.3 Electronic notices may be delivered to the email address or Portal account associated with your membership. You are responsible for keeping your contact information current.
33.4 You may request or download a copy of the version of the Terms and other membership documents applicable to you, subject to reasonable Portal availability and records procedures.
34. Governing Law and Dispute Resolution
34.1 These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law rules, except where mandatory law requires otherwise.
34.2 Before commencing formal proceedings, the parties will first attempt in good faith to resolve a dispute through written notice and senior-level discussion for at least fifteen (15) days, unless urgent relief is reasonably required.
34.3 Subject to non-waivable statutory rights, any dispute not resolved informally will be finally resolved by confidential arbitration seated in Vancouver, British Columbia, administered by the Vancouver International Arbitration Centre (“VanIAC”) under the arbitration rules applicable to the dispute when the arbitration begins. The tribunal will consist of one arbitrator unless the parties agree otherwise.
34.4 Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to protect confidential information, intellectual property, personal information, or to prevent unlawful conduct, or from using a statutory tribunal or small-claims process where the right to do so cannot lawfully be waived.
34.5 The language of the arbitration will be English unless the parties agree otherwise. The arbitrator may allocate costs in accordance with applicable law and the governing arbitration rules.
35. General Provisions
35.1 Entire Agreement. These Terms, the separately accepted Code and Compliance Standards, the Privacy Policy to the extent it governs personal information practices, and each applicable Engagement Confirmation or SOW constitute the agreement governing the relevant subject matter and supersede prior general Network or consultant terms on that subject matter once these Terms take effect.
35.2 Severability. If a provision is held invalid or unenforceable, it will be severed or limited to the minimum extent necessary, and the remaining provisions will continue in effect, subject to applicable law.
35.3 No Waiver. A failure or delay in enforcing a right is not a waiver of that right. A waiver must be clear and applies only to the specific circumstance for which it is given.
35.4 Assignment. You may not assign your membership or an Engagement without QSBS’s written consent. QSBS may assign these Terms as part of a corporate reorganization, merger, sale of substantially all relevant business assets, or transfer of the Expert Network business, subject to applicable law and privacy obligations.
35.5 Third-Party Beneficiaries. The applicable Client is an intended beneficiary of the provisions protecting Client confidentiality, Restricted Information, project intellectual property, anti-corruption compliance, and authorized Client usage rights, but no other person is a third-party beneficiary unless expressly stated in an Engagement document.
35.6 Language. If QSBS provides a translation, the English version controls to the extent permitted by law unless the parties expressly agree otherwise for a particular jurisdiction or Engagement.
35.7 Headings. Headings are for convenience and do not limit interpretation.
Schedule A - Membership Acceptance and Certification
The following acceptance statements are used in the QSBS Expert Network onboarding workflow. Each acceptance is recorded separately against the member account and the applicable document version.
Membership Terms: I acknowledge that I have been provided access to the QSBS Expert Network Membership Terms and Conditions, have had the opportunity to review them and obtain independent advice, understand that they are intended to be legally binding, and agree to be bound by the version identified on this screen.
Code of Conduct: I acknowledge that I have been provided access to the QSBS Expert Code of Conduct and agree to comply with it as a condition of membership and participation in QSBS Engagements.
Compliance Certification: I certify that I have completed the required QSBS compliance training and assessment, understand my obligations concerning confidentiality, MNPI, conflicts, employer and third-party duties, anti-corruption, data handling, and stop-work requirements, and will comply with the applicable QSBS Expert Compliance Standards.
Continuing Accuracy: I certify that the information in my Expert profile and my material screening responses are accurate and current to the best of my knowledge, and I will promptly update QSBS when relevant circumstances change.
QSBS will retain the acceptance record fields necessary to evidence the electronic transaction, including the Network Member identity, document name and version, effective date, acceptance timestamp and method, training version, assessment result, certification date, renewal date, and membership status.
Schedule B - Project-Level Compliance Screen
QSBS may add sector-specific or Client-specific questions where appropriate. A disclosed issue may be routed to QSBS Compliance for review rather than automatically disqualifying a Network Member unless an applicable rule is an absolute prohibition.
1. Does this Engagement concern your current employer, an organization you currently serve as an officer/director, or another organization to which you owe a duty that may restrict participation?
2. Do you have any employment agreement, NDA, consulting agreement, professional rule, employer policy, fiduciary duty, or other obligation that may restrict this Engagement?
3. Would participating require you to disclose confidential information, trade secrets, privileged information, or information you are not permitted to share?
4. Do you possess Material Non-Public Information relevant to the Engagement topic or a company, security, transaction, or market likely to be discussed?
5. Do you have a material financial, business, professional, governmental, family, or personal interest that could reasonably affect your objectivity?
6. Are you currently a government official, regulator, public employee, procurement participant, or employee of a state-owned enterprise whose role relates to the Engagement?
7. Does the Engagement require any regulated professional advice or service that you are not authorized to provide?
8. Do you require employer, institutional, ethics, or other third-party approval before participating?
9. Will you use any third party, subcontractor, external researcher, AI tool, transcription service, or other technology not already approved for the Engagement?
10. Is your Expert profile accurate and current for the facts relevant to this Engagement?
Required Expert certification before acceptance: “I have considered the questions above and confirm that I may lawfully and ethically participate in this Engagement. I will stop and notify QSBS if a compliance issue arises or the discussion moves into a topic I am not permitted to address.”
Schedule C - Minimum Terms for a Consulting Project Statement of Work
- Client / blinded Client identifier and QSBS project ID
- Project title, objective, and business question
- Network Member role: Project Lead Consultant, Project Consultant, or Subject-Matter Expert
- Approved team members and reporting/governance structure
- Detailed scope and exclusions
- Deliverables and acceptance criteria
- Methodology and authorized third-party research activities
- Project timeline, milestones, meeting cadence, and Client contacts
- Fees, currency, invoicing, payment timing, cancellation/termination, and approved expenses
- Confidentiality classification and data/security requirements
- AI, software, storage, and collaboration tools permitted for the Project
- Recording/transcription status
- Project-specific conflicts and compliance requirements
- Intellectual property ownership and licence rules
- Professional liability insurance or credential requirements, if any
- Change-control procedure
- Post-Project attestation and closeout requirements
Electronic Acceptance
By selecting the designated “I Agree” or equivalent acceptance control in the QSBS Expert Network portal, you confirm that you have been provided access to these Terms, have had the opportunity to review them and obtain independent advice, understand that they are legally binding, and agree to be bound by Version 0.1.0 as of the date and time recorded by the portal.
Your electronic acceptance is associated with your authenticated account and retained as part of the QSBS membership record.