Rules of Engagement

Introduction

• Who We Are: Woozle Research facilitates consultations between its clients (“Clients”) and subject-matter experts (“Experts”) who possess specialist knowledge and experience in specific fields. These insights help our clients make better-informed business and investment decisions.
• Terms Overview: By participating, you agree to the following terms, which outline your legal and compliance obligations. Please read them carefully. The English version of these Terms & Conditions shall control over any translations.
• Agreement: These terms, along with our Privacy Policy, form the “Agreement” between you and Woozle Research Limited and/or its subsidiaries and affiliates (collectively, “Woozle”). In this document, “Client” refers to those who hire Woozle to conduct research. These terms supersede all prior versions previously in effect.
• Annual Review: You will be required to review and sign these Terms & Conditions on a yearly basis in order to continue participating in Consultations.

Joining the Network

• Eligibility: Your eligibility to join the network and participate in Consultations is determined by Woozle in its sole and absolute discretion. By joining, you confirm that nothing — such as a contract, employer policy, or other obligation — prevents you from doing so. If any restrictions apply, you confirm you have obtained all necessary consents. It is your responsibility to ensure you are permitted to participate.
• Independent Contractor Status: As a Network Member, you agree and acknowledge that:
  • You are an independent contractor and not an agent, employee, or representative of Woozle or any Client
  • You cannot act on Woozle’s behalf or enter into agreements on its behalf
  • You are not entitled to any employment benefits from Woozle or any Client
  • You will not present Woozle or any Client as your employer
  • You are joining in your personal capacity, and not on behalf of another entity (unless agreed in writing with Woozle)
  • Woozle has sole discretion over your membership eligibility at all times
• Unsure About Compliance: If you are unsure whether you can meet any of these terms, you must decline to join the network.

Interactions

• Your Participation: By agreeing to participate, you confirm you are knowledgeable about the topic and will conduct yourself professionally, diligently, and to the best of your ability.
• Conflicts of Interest: If you discover a legal, ethical, or professional conflict before, during, or after participation, please stop immediately and notify us at legal@woozleresearch.com. If you discontinue a project early to comply with these terms and promptly notify Woozle, you may still request payment for the full time you had set aside.
• Suspicious Client Behaviour: If you believe a Client is attempting to influence your professional decisions (e.g. which drugs to prescribe, which services to use), or appears to be marketing rather than conducting research, you must stop participating immediately and notify Woozle.
• No Guarantee of Engagement: Woozle has no obligation to provide future opportunities and may terminate or suspend its relationship with you without notice if these terms are breached.

Confidentiality

• No Disclosure of Confidential Information: Do not share confidential or material non-public information (MNPI). This includes:
  • Private company information (e.g., margins, revenues, strategies)
  • Trade secrets and proprietary business information
  • Financial data that has not been made public
  • Non-public information about government decisions or actions
  • Any information about a company’s securities or investment activity not publicly available
  • Any information you are under a contractual, professional, or ethical obligation to keep confidential
  • Anything you reasonably believe may be confidential
• What is MNPI?: MNPI is information not available to the public that could reasonably influence an investor’s decision. Examples include:
  • Financial results before public release
  • Details about mergers, acquisitions, or significant contracts
  • Unpublished clinical trial data or regulatory outcomes
  • Non-public details about a company’s strategic direction or personnel
• Keep Our Information Confidential: You must keep any information shared by Woozle or our clients strictly confidential. This includes:
  • The identity of Woozle’s Clients (you may not reference Clients on your CV, personal website, or professional networking profiles)
  • Details regarding projects, including invitations, project briefs, or any other communications you receive
  • Any information relating to the actual or potential business, investment, or trading decisions of any Client
  • All materials and information provided to you by any Client
  • Any other non-public, proprietary, or confidential information relating to Woozle or its Clients (collectively, “Restricted Information”)
• Legal Process: If required by a court, regulatory authority, or legal process to disclose any Restricted Information, you must promptly notify Woozle (unless prohibited by law or court order) and cooperate with Woozle to protect such information to the fullest extent permitted by law. You agree to return or destroy all Restricted Information upon request.
• Limited Pre-Approval Disclosure: You may disclose only the general topic of a project and a high-level description of the Client, and only where strictly necessary to obtain required third-party approvals before accepting a project invitation.
• Network Member Confidentiality: You owe other Woozle Network Members the same duty of confidentiality as you owe to Clients. If introduced to other Network Members during a project, you may not solicit or engage them for work outside of Woozle without prior written consent from Woozle.

Legal Action

• Legal Consequences for Breach: If you breach your confidentiality obligations, Woozle and its clients may seek all available legal remedies — including injunctive relief and damages — to prevent or address the breach.

Your Obligations

• Accuracy of Information: Ensure your personal and professional information is up to date and accurate at all times.
• Participation Restrictions: You cannot participate in research related to a company you work for or have significant ties to, nor can you share proprietary or confidential information about such companies.
• Permission to Participate: Ensure you have the legal right and all necessary permissions to take part. If employed, check with your employer if needed.
• Government Roles: Disclose if you have worked for or advised any government entity in the past two years. If you are a government employee, avoid discussing any matters that you could directly influence.
• Clinical Trials: If you are involved in clinical trials, do not disclose unpublished results or any related non-public information.
• Legal Standing: You must disclose if you have been involved in insider trading, fraud, or any legal investigations, and you must notify us immediately if you become subject to such issues.
• Avoid Giving Advice: Do not provide investment, legal, or medical advice during your participation. This includes rating, valuing, or recommending any security or financial instrument.
• Auditor Restrictions: If you have audited a company in the last three years, you cannot comment on that company.
• Market Events: Do not participate in research if your employer is undergoing significant market events such as a tender offer or an initial public offering (IPO).
• Compliance with Laws: You must comply with all relevant laws and regulations, including those related to anti-bribery, anti-corruption, data protection, and securities law. You agree to fully cooperate with any Woozle investigation into actual, alleged, or potential violations of these terms or applicable laws.

Recordings & AI Tools

• Consent to Recording: Conversations may be recorded and/or transcribed for compliance and quality assurance purposes. You will be notified if a recording is being made and agree that it may be used as evidence in legal or compliance proceedings. Woozle owns all rights to such recordings, including the right to use, reproduce, distribute, adapt, and commercialise them.
• Prohibition on AI and Note-Taking Tools: You are strictly prohibited from using, enabling, or permitting any note-taking, transcription, or recording tools of any kind — including artificial intelligence (AI) or automated services such as Fireflies, Otter, or similar technologies — during any Consultation or project, unless expressly authorised in advance and in writing by Woozle. Any breach will be considered a material violation of these terms and may result in immediate removal from the network, forfeiture of fees, and further legal action.

Intellectual Property

• What is Intellectual Property?: Intellectual Property (IP) includes copyrights, patents, trade secrets, and any proprietary materials. All IP related to Woozle materials belongs to Woozle.
• Ownership of Research Content: Any content, insights, analysis, or other materials you provide during a Consultation or project — including transcripts, recordings, or reports — will belong to Woozle. You grant Woozle a full, irrevocable, worldwide, royalty-free licence to use and distribute this material without restriction.
• Protect Third-Party IP: Ensure any materials you provide do not infringe on the intellectual property rights of others.
• Indemnity: You will indemnify Woozle against any claims, losses, or expenses that arise from IP violations in materials you provide.
• Non-Disclosure of Woozle’s Brand: You must not use Woozle’s name, trademarks, or logos without prior written consent.
• Providing Industry Information: Woozle may ask you to provide non-confidential industry information. Any such information you share becomes Woozle’s intellectual property, and we can use it freely.

Data Protection

• Consent to Processing: Woozle processes your personal data in accordance with its Privacy Policy, which forms part of this Agreement. By joining the network and participating in Consultations, you consent to Woozle processing your personal data as described therein.

Payment

• Basis of Compensation: Unless otherwise agreed in writing, you will be compensated strictly on a pro-rata basis for the actual duration of the Consultation. Billable time includes only the period during which you are actively engaged in a live Consultation with the Client. Time spent preparing, waiting for a Consultation to begin, or on standby is not billable.
• Confirmation of Completion: After each research session, a Woozle representative will confirm that the session is complete.
• Payment Timing: You will receive your payment within 24 hours of completing a research session, assuming all agreed conditions are met.
• Report Payment Issues: If you do not receive payment, you must notify Woozle within six months so we can investigate and resolve the issue.
• Reasons for Non-Payment: Woozle reserves the right to withhold payment if these terms are not followed.
• Referral Payments: From time to time, Woozle may offer referral fees for introducing new experts who participate in research.
• Updating Payment Details: Notify Woozle immediately of any changes to your payment preferences or details.

Liability

• Woozle’s Liability: Woozle’s total liability to you is limited to the fees paid for your participation.
• Exclusion of Loss: Woozle is not liable for any indirect or consequential losses (e.g., loss of profit, revenue, goodwill, or data).
• Personal Injury: Woozle does not limit liability for death or personal injury caused by negligence.

Third Parties

• No Third-Party Rights: This agreement does not confer rights on third parties except for Woozle and its clients, who may enforce the confidentiality, intellectual property, and data protection clauses.
• Variation: Woozle may change these terms without third-party consent.

Miscellaneous

• No Waiver: Any delay in exercising a right under this agreement does not waive that right.
• Severability: If any part of this agreement is found invalid, the rest remains enforceable.
• Assignment: You may not assign or subcontract your obligations without Woozle’s consent.
• Governing Law: This agreement is governed by English law. Any disputes shall be referred to arbitration under the Rules of the London Court of International Arbitration (LCIA), without regard to conflict of law rules.
• Company Information: Woozle Research Limited, a private company limited by shares incorporated in England and Wales (Company No. 10006042).

By participating in Woozle Research, you agree to these terms. If you have any questions, please contact us at legal@woozleresearch.com.