Consultant and Client Engagement Policy

Purpose and Scope

This Consultant and Client Engagement Policy establishes the guidelines and expectations for all consulting engagements facilitated by Humanics Global Advisors (HGA). It applies to all consultants and clients who use HGA’s digital platform or intermediary services to engage in consulting projects. The purpose of this policy is to ensure a transparent, efficient, and ethical collaboration among HGA, consultants, and client organizations. It outlines how HGA operates its end-to-end support model, the responsibilities of consultants and clients, the workflows on the HGA platform (formerly DevTender), and the legal and ethical standards that govern every engagement. By participating in HGA-facilitated projects, consultants and clients agree to adhere to this policy as well as HGA’s Terms of Use and any specific contract terms.

Engagement Principles

HGA’s Role as Intermediary: HGA functions as an intermediary and project facilitator connecting expert consultants with client organizations (e.g. development agencies, international institutions). In each engagement, HGA acts as the prime contractor to the client and then subcontracts or engages the consultant under a separate agreement[1]. This means HGA enters into the client contract in its own name, while the consultant provides services as an independent contractor to HGA – not as an employee or agent of HGA or the client[1]. Consultants remain free to pursue other work independently, but for any opportunity introduced by HGA, HGA exclusively manages the engagement in order to streamline communication and contracting[2][1].

End-to-End Support Model: HGA provides support throughout the entire project lifecycle – from identifying opportunities and submitting proposals, through contracting and project execution, to deliverable acceptance and payment. The HGA digital platform integrates these steps to ensure a seamless experience. For example, HGA’s team (Business Developers) will assist in preparing proposals, negotiating terms, setting up projects on the platform, and monitoring progress. Once a project is awarded, HGA creates a project entry with defined deliverables, timelines, and payment terms, and assigns the consultant via the platform[3]. HGA staff remain available as a liaison between client and consultant to facilitate clear communication, address any issues, and ensure both parties are supported from start to finish. This comprehensive support model allows consultants to focus on high-quality work while HGA handles administrative and contractual matters.

Success-Based Fee Structure: HGA operates on a success-based fee model. There are no upfront placement fees charged to consultants or clients; instead, HGA earns a service fee or commission only when a consulting engagement is successfully underway. HGA’s commission is typically built into the project contracting structure – for example, the consulting fees agreed in each work order already account for HGA’s margin (standard commission is about 17% of consulting fees)[4]. In practice, HGA may invoice the client a higher amount than the consultant’s pay to include this commission, or show it as a separate line item if required[4]. This transparent, success-based approach means HGA’s compensation is tied to the project’s execution: HGA only succeeds when the client and consultant succeed. Clients are thus billed a single amount that covers both the consultant’s fees and HGA’s platform and service support, and consultants receive the agreed net amount without any deduction beyond what is stipulated. HGA may disclose its commission to clients or donors when required by procurement rules (such as the World Bank’s transparency policies)[5], ensuring all parties understand the fee structure. This model aligns incentives for quality outcomes and minimizes financial barriers to using the platform.

Intermediary Contracting Approach: In line with the above, HGA uses an intermediary contracting approach: HGA enters into the primary contract or purchase order with the client, and the consultant works under a Representation & Services Agreement (master consultant contract) with HGA plus a specific work order for the assignment. Under this arrangement, consultants are independent contractors, not employees of HGA or the client, and are responsible for their own methods and business compliance (taxes, insurance, etc.), while HGA handles client-facing obligations and project administration[6][7]. HGA is authorized to present consultant qualifications and sign project documents with clients on HGA’s behalf (e.g. contracts, timesheets), but neither party can bind the other to third-party commitments outside this framework[1]. This ensures clarity: HGA takes on the contractual risk with the client and then subcontracts the work to the consultant, providing a layer of administration and compliance. Consultants should not independently sign contracts or agreements with HGA’s clients for HGA-originated opportunities, nor present themselves as HGA’s legal agent – all official agreements for such projects are managed through HGA. Likewise, clients should coordinate any contract changes or requirements through HGA as the prime contractor. This approach allows HGA to maintain quality and compliance, while consultants and clients benefit from a streamlined contractual process.

Consultant Expectations and Responsibilities

Consultants engaged through HGA are expected to uphold the highest professional standards. By joining the HGA platform and signing the consultant agreement, each consultant agrees to the following responsibilities:

  • Maintain an Up-to-Date Profile: Consultants must create and continuously maintain a comprehensive profile on the HGA platform. This includes providing accurate personal and contact information, a detailed CV/resume of skills and experience, education credentials, professional references, language capabilities, and any relevant certifications or portfolios. Profiles should be kept current with new experience or qualifications. Consultants are also encouraged to upload supporting documents (e.g. diplomas, certifications) and a general draft cover letter that the platform’s AI can draw upon when tailoring applications[8]. A complete and current profile maximizes the chances of matching to suitable opportunities.
  • AI Application Review and Preferences: HGA’s platform uses an AI agent to automatically match consultants to new project listings and submit applications on their behalf. Consultants should periodically review the applications the AI has submitted for them and ensure these align with their skills and career interests[9]. The platform provides an “Applications” dashboard where consultants can see all auto-submitted proposals (with details like position applied for, submission date, and status)[10]. Consultants cannot modify or withdraw these AI-generated applications once sent[11], but they can set preferences and availability to guide the AI. If a consultant prefers to pause or customize AI submissions, they can use the platform settings to toggle their availability for auto-applications[12]. Consultants should provide feedback to HGA or via the platform if the AI is pursuing opportunities that are misaligned, so the matching algorithm can be refined[13]. Ultimately, it is the consultant’s responsibility to oversee their profile and preferences to ensure the AI agent is representing them appropriately.
  • Professional Delivery of Services: Once a consultant is selected for a project, they are expected to deliver high-quality work on time and in scope. Consultants must perform services diligently and with expertise, meeting or exceeding the standards expected in their field. All deliverables and tasks outlined in the work order or project scope must be completed to the client’s satisfaction and by the agreed deadlines[14]. Consultants should familiarize themselves with any key performance indicators (KPIs) or quality criteria the client will use to evaluate the work. Timely communication is critical: if any challenges arise that might affect quality or timing, the consultant should immediately inform the client and HGA to collaboratively resolve the issue. Adherence to project scope, specifications, and schedules is a fundamental obligation. Consistently meeting milestones and producing accepted deliverables are conditions for full payment and continued engagement on the platform.
  • Compliance with Project Terms: Consultants must follow all specific terms of the client or project as communicated via the work order or client instructions. This includes respecting any client policies (e.g. code of conduct, security clearances, working hours, or reporting formats) and any donor requirements if the project is donor-funded (for example, guidelines from the World Bank or UN, see Section 7 on compliance). If a project requires on-site presence or travel, the consultant must comply with those logistical requirements responsibly. Any conflict of interest or potential issue that could affect the work should be disclosed to HGA and the client promptly. Consultants are also expected to use the HGA platform tools for project management – for instance, submitting deliverables through the platform (see Section 5) so that there is a clear record of work progress.
  • Confidentiality and Data Protection: Consultants will often have access to sensitive information (client data, project documents, personal data of individuals, etc.) over the course of an assignment. All such information must be kept confidential. Consultants are required to safeguard any confidential or personal data obtained through the project or via HGA’s platform, using it only for the intended consulting purposes and not disclosing it to unauthorized parties[15][16]. This duty covers client business information, HGA’s proprietary information, as well as personal data of any individuals (which is protected under privacy laws). Consultants must abide by data protection principles (see Section 8) and must not misuse or retain client/HGA data beyond what’s needed for the project. Any breach or suspected breach of confidentiality or data security must be reported immediately to HGA. Maintaining trust through confidentiality is a core expectation of all consultants.
  • Communication and Responsiveness: Consultants are expected to maintain professional and responsive communication throughout the engagement. The HGA platform provides an internal messaging system which consultants should use to communicate with clients and HGA staff for official project matters[17]. Consultants should check their messages and notifications regularly for updates – e.g. notices of new opportunities, questions from clients, feedback on deliverables, or system alerts[18]. Promptly responding to client inquiries or HGA coordination messages (ideally within 1 business day) is encouraged to keep projects running smoothly. Consultants should be proactive in flagging any issues or questions on scope to the client and in keeping HGA informed of major communications, especially if any problem arises. Professional etiquette and clear, respectful communication must be maintained at all times.
  • Timely Deliverables and Platform Use: When a deliverable is due, consultants must submit their work product through the platform’s Deliverables Submission process unless otherwise instructed. The platform will record the submission date and allow the client/HGA to review and approve the work[19][20]. It is the consultant’s responsibility to ensure the deliverable meets the required standards and is uploaded by the deadline. They should also be available for any follow-up questions or revisions after submission. Consultants should utilize the platform’s features for tracking project status, due dates, and payments – for example, checking the project dashboard for deliverable approval status or payment updates. Embracing the platform workflow helps avoid misunderstandings and creates an audit trail for all parties.
  • Feedback and Continuous Improvement: After project completion, consultants are encouraged to provide feedback on the engagement and receive feedback from the client. The platform may facilitate ratings or reviews, and consultants should use these constructively[21]. If a consultant receives feedback, whether positive or developmental, they should reflect on it to improve future performance[22][21]. HGA may also provide internal feedback or notes based on client input. Embracing a continuous improvement mindset ensures that consultants maintain high standards and increase their chances of selection for future opportunities.

By fulfilling these responsibilities, consultants help maintain a professional and efficient environment on HGA’s platform, which benefits their own reputations as well as HGA’s ability to secure new opportunities.

Client Expectations and Responsibilities

Clients (organizations engaging consultants through HGA) also have clear obligations to ensure successful collaborations. By using HGA’s platform or services, clients agree to:

  • Transparent Project Definition: Clients must provide clear and comprehensive project details when posting a consultancy or negotiating a work order. This includes the scope of work, objectives, deliverables expected, timelines and milestones, the required qualifications or experience, and any specific terms (e.g. travel requirements, security clearances, budget constraints). On the HGA platform, organizations should create detailed consultancy listings with all relevant fields (title, location, duration, deliverable descriptions, deadlines, etc.) so that the matching process is accurate[23]. Transparent upfront communication of needs ensures that suitable consultants are identified and that there is a mutual understanding of what the work entails. Clients are also expected to disclose at the outset if the project will be governed by any particular donor or institutional policies that the consultant must follow (for instance, if the project uses World Bank funds, the client should indicate that and any special compliance requirements).
  • Fair Selection and Feedback: HGA’s system will typically present clients with applications from top-matched consultants via the AI agent or HGA’s business development team. Clients should review these consultant applications in good faith and evaluate candidates based on merit and fit for the project[24][25]. Any biases or unfair discrimination are against HGA’s principles – clients are expected to adhere to equal opportunity and merit-based selection. Once a consultant is engaged, clients should provide ongoing feedback on performance. For example, if a deliverable is submitted, the client (or HGA on the client’s behalf) should review it within a reasonable time and either accept it or provide clear feedback on what needs improvement. At the end of an assignment, clients are encouraged to complete any performance evaluation or rating through the platform, which not only helps the consultant grow but also informs HGA of the consultant’s track record. Constructive feedback mechanisms (including formal reviews or simple communication of satisfaction levels) are crucial for quality assurance.
  • Engagement via Platform: Clients should manage the engagement through HGA’s platform and staff as much as possible. Key project actions – such as confirming a consultant’s selection, monitoring deliverables, and approving work – should be done via the platform’s interfaces. For instance, once a consultant is on board, the client can monitor project progress in the platform’s “Projects” section, including checking milestones and deliverable status[26]. Deliverable Acceptance in particular is a critical client responsibility: when a consultant uploads a deliverable, the client (and HGA’s Business Developer overseeing the project) will be notified[27]. The client must then review the output and indicate approval or request revisions via the platform. Marking a deliverable as “approved” in the system triggers the payment process (as described in Section 5) – thus clients should only approve work that meets the agreed requirements. If revisions are needed, the client should use the platform or communicate via HGA to clearly outline issues so the consultant can promptly address them. Using the platform’s communication tools for all official discussions ensures there is a record (e.g., scope clarifications or change requests), and HGA can assist if needed by viewing the message log. While direct day-to-day communication between client and consultant is welcome for efficiency, major changes in scope or terms should be routed through HGA to formally adjust work orders.
  • Timely Payment and Financial Responsibilities: Clients are responsible for honoring the payment terms of the contract with HGA. This means issuing any necessary purchase orders promptly and paying invoices on time as stipulated (commonly 30 days from invoice, unless otherwise agreed). Once a deliverable is accepted, HGA will invoice the client for the corresponding fee, and the client’s timely payment ensures the consultant can be paid. Clients should familiarize themselves with HGA’s payment process: HGA’s Receivables Officer will confirm when a payment for an approved deliverable is received[28], and only then will the consultant’s payment be released. If a client anticipates any delay or has an issue with an invoice, they must notify HGA immediately and explain the situation. Unexplained or undue payment delays undermine the trust of the engagement; HGA’s policy is to enforce its contract rights for collection if needed, including charging any applicable late fees or interest as allowed (for example, per EU or U.S. late payment regulations)[29]. Clients are expected to follow established dispute resolution channels if they have an issue with the amount billed or the work quality, rather than withholding payment without communication. In short, clients must pay for accepted work per contract terms, and coordinate with HGA on any billing questions.
  • Issue Resolution and Support: If a client encounters any problem during the project – be it performance concerns, scope changes, or technical issues with the platform – they should proactively engage HGA to resolve it. HGA is the prime contractor and is there to support both client and consultant. For performance issues, clients should promptly inform HGA (and the consultant) with specific feedback (see Section 6 on Quality Assurance for how such issues are handled). For any administrative or platform-related issues (for example, trouble accessing deliverables or generating reports on the platform), clients can reach out via the platform’s support module or directly contact their HGA representative. HGA’s internal team will address support tickets and queries to ensure the client experience is smooth. The client’s cooperation in providing information or participating in status meetings is also expected as part of issue resolution. By working through HGA, clients allow us to facilitate any needed corrections, consultant coaching, or even personnel replacement in extreme cases. This collaborative approach to problem-solving is part of the engagement model.
  • Confidentiality and Data Use: Clients must treat any consultant information or deliverables confidentially. Through the HGA process, clients receive consultants’ CVs, application materials, and eventually work outputs – all of which may contain personal data or proprietary content. Clients agree to use such information only for the purpose of evaluating and executing the project and not to disclose it to outside parties without permission. For instance, a consultant’s CV or proposal provided via HGA should not be circulated beyond the client’s internal selection committee. Likewise, any reports or work products delivered by the consultant are meant for the client’s use under the project contract and should not be published or shared externally unless the project scope allows it. HGA and consultants often sign confidentiality provisions; clients are expected to uphold their side of those obligations, protecting any sensitive data involved in the engagement. If a client requires the consultant to sign an additional Non-Disclosure Agreement (NDA) or comply with certain data privacy protocols, this should be communicated and arranged through HGA at the outset. Overall, maintaining confidentiality and respecting data privacy is a mutual responsibility to foster trust in the platform.

By meeting these expectations, clients ensure that projects run efficiently, consultants can deliver effectively, and HGA can provide the best support. Mutual accountability from both clients and consultants, as outlined above, is key to successful engagements.

Platform-Specific Workflows and Processes

HGA’s digital platform (formerly DevTender) underpins the engagement process with automated workflows and tools. Both consultants and clients should adhere to these platform procedures for consistency and traceability:

AI-Powered Matching and Application Submission: When a client posts a new consulting opportunity on the platform, HGA’s AI agent automatically scans the listing and matches it to qualified consultants. The AI reviews the project requirements and compares them against the profiles of registered consultants in the database[24]. It then selects the top candidates (e.g. top 5) whose skills and experience best fit the opportunity[30]. For each selected consultant, the AI agent auto-generates a tailored application – including a resume/CV highlighting relevant experience, a customized cover letter addressing the project needs, and an application email or form as required[25]. These application packages are submitted directly to the client’s designated contact or the platform interface on the consultant’s behalf[25]. All AI-submitted applications are recorded in the system (with details such as date, position, and status) in an “AI Applications” log[31]. The consultant is immediately notified of any application that the AI has sent for them[32], and they can view (but not alter) the content of the submission via their dashboard[10]. This AI-driven workflow ensures rapid responses to opportunities and a fair chance for consultants to be considered without missing deadlines. Consultants may opt out of automatic submissions or adjust their profile settings if they prefer to manually apply, as noted in Section 3. Clients receiving AI-generated applications can review them like any other proposal, and the platform clearly indicates that the submission was facilitated by HGA’s system.

Project Assignment and Onboarding: If a client selects a consultant for an assignment (for example, after interviews or proposal evaluation), HGA’s Business Developer will formalize the engagement on the platform. Through the Project Assignment process, HGA creates a project entry that captures all essential information: project name, description, the client (organization) details, the assigned consultant, project start and end dates, and the designated deliverables and payment milestones[33][3]. Each project is broken down into deliverables or phases with specific due dates and amounts, as defined in the work order. Importantly, each deliverable line will include the payment to the consultant and HGA’s fee portion – the platform explicitly records the consultant’s share and HGA’s share for transparency[34]. Once the project is set up, the consultant is notified through the platform of the new assignment[35] and can view all project details in their dashboard (including deliverables schedule and any documents). The consultant and client may then communicate to kick off the work, but it is expected that all formal details (scope, timeline, deliverables, payment terms) have been confirmed in the platform and in the work order contract. This standardized onboarding ensures clarity and that both parties have a reference to the agreed terms.

Deliverables Submission and Approval Cycle: Throughout the project, consultants will produce the agreed deliverables (reports, analyses, etc.). The platform provides a structured Deliverable Submission workflow to manage quality and acceptance. When a deliverable is ready, the consultant uploads the file(s) and any notes via the project’s page on the platform (using the “Submit Deliverable” function)[19]. The system records the submission date and changes the deliverable’s status to “Submitted,” associating it with that project and milestone[36]. An automatic notification is sent to the relevant client representatives and HGA’s Business Developer indicating that the deliverable has been submitted for review[27]. The client (or HGA on the client’s behalf) is then responsible for reviewing the deliverable content. Through the platform, the reviewer can either approve the deliverable if it meets requirements or mark it as “Revisions Required” or “Rejected” with feedback comments[37]. If revisions are requested, the consultant should address the feedback and resubmit via the platform; the system will track versions and dates, and again seek approval. This cycle continues until the deliverable is approved by the client. Only an approved status will trigger completion of that milestone. Clients are urged to review deliverables promptly (typically within a predefined timeframe, e.g. 10 business days, or as stated in the contract) so as not to delay project progress. The platform captures any feedback provided for record-keeping[38]. Once a deliverable is marked “Approved” in the system, it signals that the work for that stage is accepted as final.

Financial Workflow – Payment Confirmation and Release: HGA’s platform integrates financial management to ensure secure and accountable payment flows. Clients do not pay consultants directly; instead, clients pay HGA and HGA pays the consultant, in accordance with the intermediary contracting model. Here’s how the flow works on the platform:

  • After a deliverable is approved, HGA’s Receivables Officer issues an invoice to the client (if not already done per schedule) and monitors for payment. The platform, through its Stripe integration or bank tracking module, checks for incoming funds. As soon as the client’s payment for that deliverable (or milestone) is received, the Receivables Officer will confirm the payment in the system[28]. The deliverable’s status is then updated to “Paid” (indicating HGA has received funds for that work)[28]. The consultant and the Business Developer are automatically notified that the client’s payment has been received and confirmed[39].
  • Once the receivable is confirmed, the Payables Officer is prompted to execute payment to the consultant. The platform will show that the deliverable is ready for payout. The Payables Officer reviews the payment details (consultant’s bank information, the amount due to the consultant as per the work order)[40]. HGA uses secure payment methods (for example, electronic bank transfer or Stripe payout) to release the consultant’s fee. The Payables Officer initiates the payment, and upon successful transfer, updates the deliverable’s status to “Paid to Consultant” (or equivalent) and the consultant is notified that their payment has been processed[41]. In summary, the consultant is paid after HGA has received payment from the client, following a pay-when-paid principle, but with guarantees as noted below.
  • HGA is committed to timely payments to consultants. According to the Consultant Contract, HGA will pay the consultant’s approved invoice no later than 120 days after the consultant’s invoice or the payment due date, even if the client has not yet paid, provided the delay isn’t due to the consultant’s own fault[42]. This means HGA carries the risk of client non-payment for that period – effectively advancing payment to the consultant by 120 days if needed. In practice, HGA expects clients to pay on time (commonly within 30 days), and will expedite paying consultants as soon as funds clear. The 120-day guarantee is a backstop to protect consultants. Clients should be aware that HGA enforces this timeline; any payment delays beyond 30 days will be pursued, and by day 120 HGA will pay out of its own pocket if necessary[42].
  • The platform also logs all financial transactions, creating an audit trail. Consultants can view their payment status and history in the financial module of their dashboard (showing pending payments, paid invoices, etc.), and clients can see what amounts have been invoiced and paid for each deliverable via their own financial view. Receivables and Payables Officers have additional tools for reconciliation, reporting, and handling any payment discrepancies (e.g., if a payment amount doesn’t match an invoice, they will investigate and correct it)[43][44]. This robust financial workflow ensures transparency and trust: consultants know when to expect payment, and clients have assurance that funds will only be released for approved work.

Communications and Record-Keeping: The HGA platform incorporates messaging, notifications, and support ticket functions to centralize communications. All parties are encouraged to use these tools so that there is a written record of key interactions and decisions. For example, if a client has a question about a consultant’s draft deliverable, using the platform’s messaging (tied to the project) means the Business Developer can also view the exchange and assist if needed. Important notices – such as a consultant being selected for a project, a deliverable being accepted or needing revision, or an invoice being paid – are all sent as system notifications to the relevant users[17][28]. Users can customize notification preferences (email alerts, etc.), but are advised to at least daily check their platform inbox when active on a project. The platform’s support module allows any user (consultant or client) to raise technical issues or queries, which are tracked and resolved by HGA’s support staff[45][46]. By keeping communications on-platform, HGA can better ensure accountability, offer help in resolving misunderstandings, and maintain a verifiable log of the engagement’s progression.

In summary, the HGA digital platform is the backbone of the consultant-client engagement process. Adhering to these workflows – from AI-driven applications to deliverable approvals and payments – ensures efficiency, clarity, and fairness for everyone involved. HGA continuously improves the platform’s features, and we welcome feedback from users to enhance these processes.

Quality Assurance and Performance Management

HGA is committed to delivering high-quality consulting outcomes to clients, which requires maintaining rigorous quality assurance processes. This section defines the expected quality standards and the procedures for addressing any performance issues or deliverable problems:

Quality Standards: Consultants must perform services to professional standards of quality, as would be expected of experts in their field. This entails accuracy, thoroughness, and alignment with the project’s requirements. If the client or work order specifies particular quality criteria or KPIs (Key Performance Indicators), those must be met. For instance, international development clients may have formal evaluation metrics (technical quality, timeliness, cooperation, etc.) – consultants should strive to achieve satisfactory or above ratings on such metrics[47]. “Quality” also includes adhering to all instructions and using appropriate methodologies or best practices for the task at hand. HGA expects that deliverables will be complete, well-written, and require minimal correction to fulfill the contract. Consultants should conduct their own quality checks (proofreading reports, verifying data, etc.) before submission. In line with donor guidelines, consultants must “observe the highest standard of ethics” and integrity in their work[48], which is a component of quality in consulting engagements (e.g. no plagiarism, no cutting corners or falsifying data). HGA’s Business Developers will periodically check in on project progress and may review interim outputs to ensure they are on track.

Client Feedback and Deliverable Review: When a deliverable is submitted, the client (with HGA’s oversight) will review it against the agreed criteria. If the deliverable meets expectations, the client will approve it, signaling that the quality is acceptable. If the deliverable is not up to the agreed standard, the client should provide specific feedback on deficiencies – for example, pointing out which requirements were not addressed or what quality issue exists (e.g., factual errors, insufficient analysis, formatting problems). The deliverable may then be marked as “Rejected” or “Revisions Required” on the platform[20]. In such cases, the consultant is expected to promptly correct or improve the work and re-submit within a timeframe agreed with the client/HGA. The consultant should treat this feedback professionally and not defensively – the goal is to satisfy the client. Usually, there is no additional fee for revising a deliverable that did not meet the requirements; it is part of the consultant’s obligation to get it right. HGA will work with the consultant if needed to clarify the feedback and ensure the next submission addresses all points.

Notice and Cure Procedure for Performance Issues: If broader performance problems are identified (beyond a single deliverable) – for example, the consultant consistently misses deadlines, produces substandard work, or is unresponsive – HGA will typically invoke a notice and cure process. HGA will notify the consultant in writing (which may be an email or formal letter) detailing the performance issues and giving a short period to remedy the situation[49]. Generally, the consultant will be given 5 business days to correct the issue[49], though this period may be adjusted depending on the problem’s nature (and client’s tolerance). During this cure period, the consultant is expected to take all necessary actions to improve – e.g., redo faulty work, work extra hours to catch up, or adjust their approach as needed – to get back on track[50]. HGA and the client will assess if the remediation is adequate. The intent is to give consultants a fair chance to meet their obligations before any termination or replacement occurs. HGA will not remove a consultant for performance reasons without giving this notice and opportunity to cure, except in the special cases noted below[51]. Clients are encouraged to communicate issues early so that this process can take place in a timely manner, avoiding last-minute project failures.

Immediate Removal Conditions: There are certain circumstances where a consultant may be removed from a project immediately, without a cure period, to protect the client relationship or due to severe misconduct. If a client or donor formally demands removal of a particular consultant (for example, a donor’s regulations allow them to request immediate replacement of personnel, or a client loses confidence and issues a written removal request), HGA will comply with that requirement to maintain the client’s trust[52]. HGA will inform the consultant of this decision and provide the client’s justification in writing. Additionally, if a consultant is found to have engaged in serious misconduct – such as fraud, theft, harassment, deliberate violation of law or HGA/client policies, or if it comes to light that the consultant falsified qualifications – HGA may terminate the consultant’s involvement immediately as this is a material breach of trust[53]. In cases of immediate removal, the consultant will be paid for any portion of work successfully completed up to that point, but they forfeit any future work on the project[54]. This drastic step is only taken when absolutely necessary. It underscores the importance of maintaining professional behavior and complying with all ethical and contractual duties at all times.

Remedies for Poor Performance or Breach: If a consultant’s uncured poor performance leads to project losses – for instance, the client imposes penalties, withholds fees for the subpar work, or HGA incurs extra costs to find a replacement – HGA reserves the right to seek remedies from the consultant. This could include reduction in the consultant’s fee for the problematic portion of work or requiring the consultant to cover any direct damages caused[55]. Under the consultant contract, HGA may claim damages such as the cost difference if a more expensive replacement consultant is needed due to the original consultant’s failure[55]. However, HGA will pay the consultant for any work that was acceptably performed prior to removal (minus any losses attributable to the issues)[56]. Conversely, if a client breaches their obligations causing loss to the consultant (for example, by unreasonably rejecting good deliverables or by terminating a project without cause), HGA will work to enforce the contract and ensure the consultant is treated fairly or compensated per the contract terms. It’s also worth noting that HGA carries professional liability insurance and expects consultants to maintain appropriate insurance (see Section 7) to cover certain risks. If a deliverable is later found to infringe on someone’s intellectual property or has a critical error that causes damage, the responsible party (consultant for their work, or HGA if it’s due to HGA’s actions) may be liable to indemnify the affected party (client or HGA) for losses[57][58]. Such scenarios are handled on a case-by-case basis and in line with the legal agreement.

Continuous Quality Monitoring: Throughout an engagement, HGA’s role includes monitoring quality. Business Developers may check interim results or ask the client for informal feedback mid-project. If any red flags appear, HGA will discuss with the consultant to course-correct early. We aim for a no-surprises approach, where issues are identified and resolved before they escalate. After each project, HGA updates the consultant’s internal performance record. Repeated instances of poor quality or breach of this policy can lead to the consultant being deactivated from the platform or not considered for future opportunities. On the other hand, consultants who consistently deliver excellent work will be more likely to be matched to desirable projects. Quality assurance is thus a shared interest of HGA, clients, and consultants.

In summary, HGA expects top-quality work and ethical conduct. We provide mechanisms for feedback and correction if standards are not initially met, but we also enforce consequences for unresolved performance issues to maintain our platform’s reputation for excellence. Clients can trust that HGA will take necessary steps to ensure they receive the quality they were promised, and consultants can trust that they will be given fair chances to address issues and that good performance will be recognized.

Legal and Ethical Compliance

All consultants and clients engaging through HGA must comply with applicable laws, regulations, and ethical standards. HGA as an organization also adheres to these and incorporates them into our contracts and platform policies. This section highlights key legal and ethical provisions that govern engagements:

General Legal Compliance: Both consultants and clients are expected to follow all laws and regulations relevant to the services and the jurisdictions in which work is performed or delivered[59]. This includes, but is not limited to, laws on anti-corruption (e.g. U.S. Foreign Corrupt Practices Act, UK Bribery Act), anti-fraud and financial transparency, labor and employment laws, tax obligations, data protection laws (see Section 8), and import/export controls if applicable. No party should ever ask the other to do something illegal or against regulations as part of a project. Consultants must ensure that any professional licenses or certifications required to perform the work (for example, engineering or medical licenses in certain countries) are valid. Any potential legal issue or requirement that could affect the engagement should be communicated to HGA promptly. HGA may from time to time provide guidance or require confirmations regarding compliance (for instance, confirming that a consultant has paid their taxes, or that a client’s project doesn’t violate sanctions), and all parties should cooperate in good faith.

Anti-Corruption and Ethical Conduct: HGA has a zero-tolerance policy towards fraudulent, corrupt, collusive, or coercive practices. Consultants and clients must not engage in any form of bribery or unethical inducements related to HGA-facilitated work. For example, a consultant should never offer or accept kickbacks in exchange for being awarded a contract, and a client should not attempt to influence a consultant to act improperly (or vice versa). If a consultant is working in countries or sectors with higher corruption risks, they should exercise extra caution to remain compliant with anti-bribery laws. Any suspicion or evidence of corruption or fraud must be reported to HGA management immediately. We also expect honesty in communications: consultants should accurately represent their qualifications and work progress, and clients should give truthful information about project conditions. Integrity is paramount – any consultant or client found to be involved in corrupt or fraudulent activities will face removal from the platform and potential legal consequences.

Donor and Client-Specific Policies: Many HGA projects are funded by international donors (such as the World Bank, United Nations, USAID, etc.) or other institutions that have their own procurement and ethics rules. Consultants and clients are required to adhere to any such policies when applicable[48]. For example, World Bank-financed contracts often mandate that consultants observe the highest ethical standards and avoid conflicts of interest, and that neither consultants nor contracting intermediaries (HGA) be debarred/sanctioned entities. HGA requires consultants to represent that they are not debarred or suspended by major donors at the time of onboarding and to inform us immediately if they become subject to any investigation or proceedings (such as a fraud inquiry or a show-cause notice) that could affect their eligibility[48][60]. Clients who operate under donor rules must also ensure that HGA and the consultant are informed of any flow-down provisions that must be included in the consulting arrangement[61]. HGA will incorporate such provisions (e.g., audit rights, intellectual property ownership clauses, anti-terrorism financing declarations, etc.) into the work order or contract as needed[61]. In practice, HGA will facilitate compliance by communicating any donor-required terms to the consultant (for instance, sharing the World Bank’s Consultant Guidelines or a code of conduct that the consultant must abide by)[62][63]. Both consultants and clients must then follow those rules as if they were part of this policy. In short, when working on a donor-funded project, the donor’s rules are integrated into our engagement, and non-compliance with them is treated as a breach of HGA’s policy too.

Conflict of Interest: All parties should avoid conflicts of interest or the appearance thereof in HGA engagements. A conflict of interest could arise, for example, if a consultant has a financial or personal stake in the client’s organization or if the consultant is simultaneously working on competing projects that could compromise their independent judgment. Consultants should disclose any potential conflicts to HGA (and clients where appropriate) so that we can address them (sometimes through Chinese walls, or by not assigning that consultant to that project). Clients should likewise inform HGA if they perceive any conflict (for instance, if they discover a consultant is already working for a competitor on a related assignment). The goal is transparency; it may be that a disclosed conflict can be waived with consent of all parties, but hiding it would be unacceptable. HGA follows donor guidelines on conflict of interest – for example, consultants generally should not be involved in preparing the terms of reference for a project they will later bid on, etc., unless properly managed. If in doubt, consult HGA’s compliance team for guidance.

Intellectual Property (IP) Rights: The ownership of work products (reports, software, designs, etc. – collectively, deliverables) created under consulting engagements is typically defined in the contract or work order. In most cases, the client or end funder will own the deliverables and intellectual property that result from the consultant’s services[64]. Consultants are expected to agree to reasonable IP assignment clauses, meaning you will transfer ownership of the work to the client (or to HGA, who then transfers to client) upon payment. This is standard in consulting for hire. Consultants retain ownership of their pre-existing materials (anything created outside the project), but must give the client a license to use any such material if it’s incorporated in a deliverable. No unauthorized third-party IP should be included in deliverables. Consultants must only use third-party materials (including open-source software, data, or images) in their work if they have the legal right to do so and if it’s permitted by the client. Open-source components are allowed as long as they do not impose conflicting obligations on the client; consultants should disclose any open-source or third-party content used, along with its license terms[65][66]. If a consultant uses any patented or proprietary process that is not owned by the client, they should ensure the client gets a proper license or permission to use it as part of the deliverable. Unauthorized use of third-party IP or confidential information is strictly prohibited and would be considered a serious breach. In sum, consultants should create original work or properly licensed work, and be prepared to assign the ownership of the final outputs to the client as required. Clients, for their part, should use the deliverables only within the scope of the project agreement (unless otherwise agreed) and respect any of the consultant’s or HGA’s proprietary tools that were not meant to be transferred.

Indemnification and Liability: HGA’s contracts typically include mutual indemnification clauses – meaning each party (HGA and the consultant, and by extension the client via HGA’s prime contract) agrees to defend and hold the other harmless from certain claims by third parties[57][58]. For example, a consultant agrees to indemnify HGA (and client) if the consultant’s negligence or willful misconduct causes damage, or if the consultant’s work product infringes someone’s IP rights[58]. Conversely, HGA indemnifies the consultant for claims arising from HGA’s own actions or the client’s actions beyond the consultant’s control[67]. While we won’t detail all legal language here, it’s important for consultants and clients to understand that each party is accountable for their own breaches and negligence. Consultants could be held financially responsible if, say, their deliverable plagiarized copyrighted material and the original author sues – the consultant would need to cover HGA or the client’s losses in that scenario[66]. However, there are usually limitations of liability in place (no unlimited liability except for things like intentional misconduct or certain statutory liabilities). Neither HGA, client, nor consultant should be liable for consequential damages under our standard terms, and overall liability is often capped (commonly to the fees paid for the project). Force Majeure is also recognized: if unforeseen events (natural disasters, war, etc.) make performance impossible, parties are excused from breach and either may suspend or terminate the engagement without penalty[68][69]. In case of a force majeure termination, the client pays for work done up to that point and both sides try to part amicably[69]. All these legal protections are detailed in the underlying contracts, but are summarized here to remind all parties that legal compliance and risk management are fundamental to our collaborations. We strongly advise consultants to maintain adequate professional liability insurance (errors & omissions insurance) and any other required coverage (HGA requires certain minimums, e.g. \$1M general liability) to protect against unforeseen liabilities[70][71].

Ethical Conduct and Professionalism: Beyond black-letter law, HGA holds its consultants and clients to high ethical standards. Consultants, as representatives of HGA in the eyes of the client, must conduct themselves professionally and respect local customs and norms. Harassment, discrimination, or abusive behavior will not be tolerated. Clients are similarly expected to treat consultants with respect and provide a safe working environment (including freedom from harassment or discrimination). If a consultant ever feels pressured by a client to do something unethical, or if a client feels a consultant is acting unethically, HGA should be informed immediately so we can intervene. Our collective reputation depends on integrity at all levels. HGA may provide ethics training or resources for consultants working in challenging environments (for example, tips on avoiding facilitation payments in certain countries). Compliance with ethical standards is a continuing obligation – even after a project, certain clauses like confidentiality and avoidance of conflicts remain in effect.

In conclusion, legal and ethical compliance is non-negotiable in the HGA community. By adhering to laws, donor rules, contract terms, and general principles of honesty and fairness, clients and consultants help maintain a platform built on trust and credibility. Any breach of these compliance requirements can lead to termination of contracts, removal from the platform, and potential legal action, as appropriate.

Data Privacy and Confidentiality

Humanics Global Advisors is committed to protecting personal data and confidential information for all users of our platform. Consultants and clients likewise have a responsibility to handle data carefully. This section outlines how personal data, project information, and other confidential materials are to be treated:

Personal Data Protection (GDPR/CCPA Compliance): HGA handles personal information of consultants and client contacts (such as names, addresses, CV details, identification documents, etc.) in compliance with global data protection laws, including the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA)[72]. Even if these laws do not strictly apply to all jurisdictions we operate in, HGA voluntarily upholds their principles as a matter of best practice[73]. This means we collect only the data needed for legitimate business purposes (for example, to create consultant profiles, submit proposals, draft contracts, process payments, etc.), and we use it in fair and transparent ways. Consultants consent to HGA’s use of their personal data for purposes of finding and administering consulting engagements[74][75]. For instance, when a consultant joins the platform, they agree that HGA may share their CV and credentials with prospective clients or include their information in proposals[74]. HGA will never sell personal data or use it for unrelated marketing without consent. We also require consent for any data transfers: since HGA and many clients are international, personal data may be transferred across borders (e.g., a consultant’s CV might be sent to a client in another country), and by engaging with HGA, consultants and clients acknowledge and permit this global transfer as needed[73]. HGA ensures that any such transfers are done securely and in line with applicable law (for example, using standard contractual clauses or other safeguards for EU data if sent to the US).

Data Security and Platform Practices: HGA implements technical and organizational measures to protect personal data and project information. Our digital platform uses encryption (including end-to-end encryption for sensitive transmissions) to secure data in transit[76], and encrypted storage for data at rest. We utilize reputable cloud services and maintain firewalls, access controls, and regular security audits. Internally, access to personal data is restricted to authorized staff who need it to perform their duties (for example, the Business Developer can see a consultant’s profile to match them to projects, but a client organization user cannot see other consultants’ full data unless part of an application to them). Each user also has a responsibility: consultants and clients should keep their account credentials secure (use strong passwords, enable two-factor authentication if available, etc.), and not share account access with anyone. If you suspect any unauthorized access to your account or a data breach, notify HGA immediately. The platform also logs access to sensitive data (for instance, whenever a Receivables Officer views financial transaction details, it’s logged with a timestamp[77]), ensuring accountability. HGA’s privacy policy (available on our website) provides more detail on data handling and users’ rights (like the right to access or delete personal data under GDPR). In summary, HGA strives to exceed industry standards for data security to safeguard the trust consultants and clients place in us.

Confidential Information (Non-Disclosure): Beyond personal data, any confidential business information shared during an engagement must be protected by all parties. “Confidential Information” includes non-public information such as project documents, client’s proprietary data, methodologies, business strategies, trade secrets, or HGA’s internal processes, as well as any information that a reasonable person would recognize as sensitive or proprietary given the context[78][79]. When a consultant receives client materials to do their work, those are confidential and should not be used outside the project or disclosed to others. Similarly, if a client learns details about a consultant’s proprietary approach or HGA’s pricing and commission structure, that should be kept confidential (unless it’s public or agreed to be shared). Under HGA’s standard agreements, each party agrees to use the other’s confidential information solely for the purposes of the engagement and not to disclose it to third parties without permission[15][80]. The only exceptions are disclosures required by law or those to advisors who are bound by confidentiality (for example, a lawyer or accountant may need some info, or HGA might disclose to a subcontractor who signs an NDA)[80]. The duty to maintain confidentiality continues even after the project ends. For most business information, our contracts specify a confidentiality period of at least five years after termination[81]. For personal data and highly sensitive info, the obligation to protect it is indefinite[82]. Each consultant and client user should exercise at least the same care in protecting HGA/client confidential information as they do for their own sensitive information[16]. If you need to discuss a project in a public setting or marketing context, make sure no confidential details are revealed without consent. Should a legal requirement compel someone to disclose confidential info (like a subpoena), the party must (if legally allowed) notify the other in advance so they can seek protection or agree on the disclosure[83]. In essence, treat all non-public information you encounter via HGA as confidential, and do not use it for any purpose except fulfilling the project or obligations under your agreement with HGA.

Consultant and Client Responsibilities for Data: Both consultants and clients have roles in ensuring data privacy: – Consultants: When handling client data (e.g., raw data sets, internal reports, or personal information about individuals from the client side), consultants must follow any data handling instructions given by the client or HGA. For example, if a client provides a dataset that includes personal identifiers, the consultant may need to anonymize it in reports or delete it after use. Consultants should not transfer client data outside the project team or use it on personal devices without proper security. If a consultant engages any assistants or subcontractors (with HGA’s permission), those parties must also sign confidentiality agreements and comply with data protection rules[84]. Furthermore, if a consultant collects primary data during an assignment (surveys, interviews), they must do so in line with ethical guidelines and privacy laws (obtaining consents, etc.) and store that data securely. – Clients: When clients receive consultant deliverables or when they have access to consultant information (like profiles or proposals), they should not share those outside the scope of the project. Clients should also avoid asking consultants to violate privacy laws – for instance, requesting a consultant to provide personal data about third parties that was not agreed to, or pressuring a consultant to divulge confidential info about another client or project. If a client needs to publish or share a consultant’s report, they should ensure any personal data in it is handled according to applicable privacy regulations (or ask HGA/consultant to anonymize it if needed).

Data Retention and Deletion: HGA retains personal data and project records for as long as necessary to fulfill the purposes of the engagement and to comply with legal requirements. Generally, once a consultant disengages from the platform or upon request, HGA can delete or anonymize personal data, except for information we must keep for legal or contractual reasons (such as financial transaction records, which may be kept for accounting and audit). Confidential documents are either returned to the client or destroyed upon project completion, as appropriate, though HGA may retain a copy in secure archives for legal defense or compliance (and any such retained copy remains confidential)[85]. Users have the right to request access to their personal data or corrections if any information is inaccurate. Any such requests can be sent to HGA’s data protection officer via the contact information in our privacy policy.

In summary, protecting data privacy and confidentiality is a shared obligation. HGA provides a secure platform and adheres to strict privacy standards, and we require consultants and clients to likewise respect and protect all sensitive information. Breaches of data privacy or confidentiality not only violate this policy and contracts but can also harm reputations and lead to legal penalties. Any incidents (such as a data breach, lost device containing project data, or accidental disclosure) must be reported immediately so HGA and the affected parties can take mitigating action[86]. By conscientiously handling data, we create a safe environment for collaboration.

Non-Circumvention and Non-Solicitation

To protect the integrity of HGA’s intermediary role and investments in building relationships, all consultants and clients must adhere to our non-circumvention and non-solicitation policies. These policies ensure that HGA is not bypassed in current or future engagements between consultants and clients introduced through our platform or services.

No Direct Engagements Without HGA (Non-Circumvention): When HGA introduces a consultant to a client (or vice versa) as part of a project or opportunity, that introduction is made with the understanding that any resulting work will be contracted and managed through HGA. Consultants shall not solicit or accept direct contracts or work from any HGA-introduced client for a certain period, without HGA’s written consent[87]. Specifically, during an ongoing project and for 12 months after the completion of the last work order or the termination of the consultant’s agreement (whichever is later), the consultant agrees not to circumvent HGA by contracting directly with that client for new or additional work[87]. The “client” in this context includes the end customer or any affiliate or project unit of the organization that the consultant worked with via HGA. In simple terms, if HGA brought you into a client project, you should not “go around HGA” later to work with that client independently on new assignments for at least one year[88]. This protects HGA’s business model (since our commission is how we sustain operations) and recognizes the role HGA played in establishing the connection.

Pre-Existing Relationships – Carve-Out: HGA’s policy makes an important exception: if a consultant already had a relationship with a client before HGA’s involvement, the non-circumvention restriction does not unfairly restrict that prior relationship[89]. For example, if a consultant had worked for Agency X in the past independently, and later HGA introduces a project with Agency X, the consultant is free to continue working directly with Agency X on other future opportunities that are truly independent of HGA’s introduction. To invoke this pre-existing relationship carve-out, the consultant should notify HGA in writing at the time an HGA-facilitated project is proposed if the client is someone they already know or have worked with[90]. Even a simple email stating “I have an existing relationship with [Client] since last year” will suffice. HGA will typically acknowledge and agree that the non-circumvention clause is waived for that specific client after the HGA-related work is done[91]. If no such notice is given, HGA will presume the client was introduced through HGA’s network[91]. We maintain a record (log) of any clients that consultants declare as pre-existing relationships, to avoid misunderstandings[92]. The intent of this policy is to prevent unjust circumvention of HGA when we are the source of the opportunity, while not prohibiting consultants from continuing bona fide prior client relationships outside of HGA. We ask for transparency from consultants in identifying those cases. Likewise, clients should inform HGA if a proposed consultant was already in their pipeline separately; in some cases HGA may step back from an introduction to respect an established direct connection.

Non-Solicitation of Personnel: In addition to protecting client-consultant relationships, HGA also has a mutual non-solicitation provision regarding each other’s personnel and contractors. Clients should not directly hire or engage an HGA consultant or HGA employee for separate work outside the HGA framework during an active project or for 12 months thereafter, unless agreed by HGA. Similarly, consultants (and HGA) should not solicit each other’s key staff. For example, a consultant should not recruit an HGA staff member they met through the platform for a side venture, and HGA will not hire a consultant’s own team member away without consent[93]. This clause is mainly to preserve trust and avoid poaching. General advertising or job postings are not a violation (if someone independently applies, that’s different from solicitation)[93]. But targeted approaches to entice away the other party’s people are disallowed for that one-year post-project period. This ensures mutual respect for human resources and that our partnerships remain collaborative rather than competitive in terms of talent.

Remedies for Breach of Non-Circumvention/Solicitation: If a consultant or client violates the above non-circumvention rules – for instance, a consultant secretly contracts with an HGA client on a new project behind our back – HGA is entitled to remedies. Typically, HGA may claim the commission or fees it would have earned had it been properly involved in the deal[94]. In practical terms, this could mean the consultant paying HGA an amount equal to our standard commission (e.g. 17%) of the value of the contract they circumvented us on. This is considered a fair remedy since it compensates HGA for the lost business. If the non-solicitation of personnel is breached (say a client hires our consultant directly during the restricted period), a typical remedy could be payment of liquidated damages, like the equivalent of one year of that person’s compensation[94]. These remedies are outlined in contracts to discourage breaches and provide a clear consequence. They are not the exclusive remedy – HGA can seek injunctive relief to stop ongoing violations or pursue other damages if the situation warrants[94]. However, our preference is always to avoid breaches through clear communication and mutual agreement. If a client truly wishes to hire a consultant for additional work directly, or vice versa, the proper course is to discuss with HGA – often we can negotiate a finder’s fee or release in writing, rather than parties attempting a workaround. Many clients ultimately formalize long-term hires of consultants (which HGA can facilitate and then waive further restrictions), so we do not aim to block consultant career growth – only to ensure HGA is compensated when appropriate for the role we played.

Duration and Extent: As noted, the non-circumvention period is 12 months after the latest of either the end of the consultant’s work on a client project or the termination of the consultant’s agreement with HGA[87]. After that period, if no further projects are done via HGA with that client, the consultant is generally free to engage directly. HGA does not impose any broader non-compete on consultants – consultants remain free to work through other platforms or intermediaries and with other clients (including competitors of HGA’s clients) as long as those opportunities were not sourced by HGA and as long as they don’t misuse confidential information or violate other terms[95]. The restrictions are specific and limited to prevent circumvention on HGA’s own leads and to protect our team. This balance allows for an open marketplace of consulting opportunities while safeguarding the collaborations facilitated by HGA.

In summary, when HGA connects consultants and clients, we expect those relationships to honor HGA’s role. Both parties should channel any subsequent relevant work through HGA for the defined period, or obtain HGA’s consent to proceed otherwise. This policy helps HGA continue to provide value-added services and maintain an ecosystem of trust. Consultants and clients who value long-term partnerships will find that respecting these provisions ultimately benefits all: HGA remains incentivized to invest in finding great opportunities, and everyone shares in the success ethically and transparently.

Dispute Resolution and Breach Handling

While HGA strives to ensure smooth engagements, disputes or breaches of contract can occasionally occur. This section describes how such situations are handled, emphasizing resolution through communication and formal mechanisms as needed.

Good Faith Resolution: In the event of any dispute, disagreement, or perceived breach arising during a project, all parties (consultant, client, and HGA) should first attempt to resolve the matter informally and in good faith. Often, open communication can clarify misunderstandings or allow renegotiation of terms to everyone’s satisfaction. For example, if a client is dissatisfied with a deliverable, the first step is a conversation with the consultant (and HGA involvement) to see if it can be remedied (as outlined in Section 6 on Quality Assurance). If a consultant feels the client is asking for out-of-scope work, they should bring it up to HGA and the client immediately to adjust expectations or modify the work order. Timely escalation is key: issues should be raised as soon as they are recognized, not saved until they become crises. HGA personnel (such as the Business Developer or Project Manager overseeing the contract) are available to facilitate discussions. We may convene a meeting or call between the client’s project lead and the consultant to hash out a solution. All parties are expected to participate in these discussions in a constructive and professional manner.

Notice of Breach and Cure Period: If a party believes another has materially breached the terms of the engagement (whether it’s the consultant breaching the consultant contract, the client breaching the client contract with HGA, or even HGA breaching its duties), the standard procedure is to provide written notice of the breach and allow a chance to cure. The notice should detail what the breach is – for example, “Consultant missed the deadline for Deliverable X and delivered work that did not meet requirements,” or “Client has failed to pay the invoice within the agreed time.” Upon receiving a breach notice, the allegedly breaching party should promptly address it. In many consultant-related cases, the consultant gets 5 business days to cure performance issues[49] (unless the nature of the breach reasonably demands a different timeframe). For payment breaches by a client, HGA’s contract might allow a short cure period (e.g. 10 days after notice to make the payment) or else HGA can suspend work. The principle is that most breaches can be fixed if the responsible party acts quickly and appropriately – deliverables can be corrected, timelines can be adjusted, payments can be expedited, etc. During the cure period, the non-breaching party should refrain from drastic actions (like termination) to allow the other a fair opportunity to remedy the situation[49][50]. HGA coordinates this process: for instance, if a client complains of breach by the consultant, HGA will formally notify the consultant and require the cure actions, and vice versa if a consultant alleges client breach, HGA will notify the client. All this will be documented in writing (email is usually sufficient for notice, but it should be clear and acknowledged).

Client-Required Removal or Breach by Consultant: As discussed in Section 6, if a client demands immediate removal of a consultant for cause, HGA may not be able to provide a cure period to the consultant in that scenario[52]. This is an exceptional case where the client’s contract rights (or regulatory requirements) dictate immediate action – for example, a donor rule that if a consultant is found to have falsified qualifications, they must be removed at once. In such cases, HGA will comply to preserve the client relationship and will inform the consultant of the removal and the reasons. This is not considered HGA’s breach of contract with the consultant; it is an agreed risk in our consultant contract that client directives of this nature must be honored[52]. HGA will attempt to negotiate with the client for fairness (perhaps to allow the consultant to respond or to pay for work done), but ultimately if the client sticks to immediate removal, HGA will implement it. The consultant contract allows for termination of a Work Order for cause if the consultant is in breach and fails to cure or if immediate removal is mandated[96]. The consultant would be paid for any acceptable work delivered up to removal, as noted earlier, and then the work order ends. HGA may then provide a replacement consultant to the client if needed.

Disputes Between HGA and Consultant or Client: If a dispute arises not just about project performance but about the interpretation of contract terms or other issues between the parties (e.g., disagreement over whether a fee is due, or an indemnity claim), and it cannot be resolved through the informal process, the next step is formal dispute resolution. HGA’s standard agreements provide that disputes shall first go through good faith negotiations among senior representatives of the parties[97]. This could mean a meeting or conference call between, say, HGA’s director and the client’s contract officer, or between HGA and the consultant, to try one last time to reach a settlement. We usually allow a reasonable time for this negotiation (around 30 days)[97]. If no resolution is reached, the dispute can proceed to binding resolution.

Arbitration and Governing Law: HGA’s consultant contracts (and many client contracts) include an arbitration clause for final dispute resolution. Unless otherwise specified or required by a client contract, the governing law for consultant engagements is Delaware, USA law[98], and any arbitration would be conducted under a recognized arbitration body such as the American Arbitration Association (AAA) or the International Centre for Dispute Resolution, following commercial arbitration rules[99]. The arbitration is typically to take place in a specified venue (for consultants, our contract chooses Delaware as the seat of arbitration) and in the English language[100]. Arbitration is a private dispute resolution process where an arbitrator (or panel) issues a binding decision. It’s generally faster and more specialized than court litigation. By agreeing to this policy (and the underlying contracts), consultants and clients agree that if we reach this stage, we will honor the arbitration process and award. There are usually carve-outs allowing HGA to go to court for certain urgent relief, such as an injunction to stop a breach of confidentiality or non-circumvention (since waiting for arbitration might cause irreparable harm). But aside from such narrow exceptions, disputes will not be litigated in court but resolved via arbitration, which both parties find mutually acceptable. For instance, if a consultant claimed HGA didn’t pay a bonus they promised, or HGA claimed a consultant’s negligence caused damages, those claims would likely be arbitrated in Delaware under the agreed rules. Similarly, any dispute a client has with HGA under the client contract might go to arbitration or another forum as per that contract’s terms (some client contracts might specify their local law or courts – HGA honors those when we sign such contracts, and we ensure any needed flow-down of that to consultants is communicated).

Costs and Attorneys’ Fees: The general norm in arbitration (and in many contracts) is that the prevailing party may be awarded its reasonable attorneys’ fees and costs[101][102]. This is to discourage frivolous claims. So if, for example, a consultant had to arbitrate to get a payment that HGA wrongfully withheld and the arbitrator sides with the consultant, HGA could be directed to also pay the consultant’s legal fees. Conversely, if a consultant brought an unfounded claim and HGA prevailed, the consultant might be ordered to cover HGA’s legal costs. All parties should keep this in mind – it incentivizes only serious, good-faith disputes to be pursued. HGA’s aim is to avoid disputes escalating to that level at all, through the collaborative approach described.

Suspension or Termination for Breach: As a last resort, breaches of this policy or contract may lead to suspension or termination of the consultant’s engagement (or client’s use of the platform). HGA reserves the right to suspend a consultant’s account if we investigate a serious misconduct allegation during a project. Likewise, if a client is in material breach (for instance, non-payment or unethical demands), HGA may suspend services to that client. Termination of a consultant’s Master Agreement or removal from the platform is considered if there are egregious or repeated violations (fraud, constant poor performance, breach of non-circumvention, etc.). Such termination would be done in line with contract provisions (which usually allow termination with notice for cause, or even without cause with notice in some cases). Terminating a relationship is a last step – whenever possible, we prefer to resolve issues and continue the partnership.

Notification and Documentation: All dispute or breach-related actions will be appropriately documented. HGA will formally communicate outcomes (like a notice of cure success/failure, or a notice of arbitration commencement) to the concerned parties. We also ask that consultants and clients document their own actions – for example, keep evidence of deliverables, communications, or any relevant document, as these may be needed if the issue escalates. The platform’s records (messages, submission timestamps, approval logs) often provide crucial evidence, which is another reason we encourage using the platform for official actions.

In essence, our philosophy is to address problems quickly and fairly at the lowest level possible, but we have structured mechanisms to escalate and resolve disputes if needed. By agreeing to this policy, consultants and clients acknowledge the outlined dispute resolution process, including arbitration and the jurisdiction of Delaware law for consultant contracts[98] (client contracts might differ, but the spirit of fair resolution remains). We remain committed to preserving professional relationships even in conflict and will do our utmost to reach amicable solutions.

Policy Updates and Acceptance

This Consultant and Client Engagement Policy is a living document that may be updated as HGA’s platform, services, or legal requirements evolve. The following points describe how updates will occur and how acceptance is managed:

Policy Updates: HGA reserves the right to modify or update this policy from time to time. Updates may be necessary to address new features on the platform, changes in law, or improvements in our processes. When a significant update is made, HGA will communicate the changes to all active consultants and clients in a timely manner. Communication channels may include email notification, an announcement on the platform dashboard, and/or a message outlining the key changes. Typically, we will provide notice at least 15 days before the updated policy becomes effective, unless an immediate change is required by law or to protect the platform (in which case we will specify that the change is effective immediately). We encourage all users to read these update notices carefully. The latest version of the Engagement Policy will always be available on our website and via the platform (usually in the Terms/Policies section).

Continued Use as Acceptance: By continuing to use the HGA platform or services after a policy update takes effect, consultants and clients are deemed to accept the revised policy. If any user has concerns or questions about the changes, they should contact HGA support or their account manager within the notice period. In some cases, we might specifically prompt users to click “Accept” on the new policy when logging in, especially if the changes are substantial. If a consultant or client cannot agree to the changes, they may need to stop using the platform and, if applicable, terminate their agreement (subject to any surviving obligations). However, our goal is that updates will clarify and strengthen protections for all parties, so acceptance should be a natural step. HGA will not make retroactive changes that materially impair rights without consent; changes typically apply going forward to new engagements.

Linkage to Other Agreements: This Engagement Policy is intended to complement and align with HGA’s other legal agreements: – The Humanics Consultant Master Agreement (Representation & Services Agreement) that each consultant signs governs the core legal relationship between HGA and the consultant. This policy reflects many of the provisions of that contract in plain language and practical terms. In case of any conflict, the signed consultant contract (and any specific work order) would take precedence over this general policy for that consultant, since the contract is a negotiated agreement. However, we have strived to ensure consistency between the two. – The Client Contract/Terms of Service that HGA signs with clients (or the standard Terms of Use for the platform, if a client simply uses our site) similarly contain legal obligations for the client. This policy is provided to clients to explain those obligations in a friendly format. If a client has a separate written contract with HGA and there is a contradiction, that contract governs the client’s obligations. – The Platform Terms of Use and Privacy Policy apply to all users of the website and platform. Those cover general site usage, account creation, etc., and data privacy specifics. This Engagement Policy goes into operational details specifically for the consulting engagements. All these documents interrelate, and users should consider them together. By agreeing to this policy, consultants and clients are also affirming their agreement to the Terms of Use and any other applicable terms they signed up to.

Acknowledgment of Acceptance: Consultants typically acknowledge this policy upon onboarding (for example, through a clause in the Master Agreement or a checkbox on the platform). Clients may acknowledge it when registering or during contracting. HGA keeps records of when users agreed to policy versions. It’s important to note that even absent a formal signature, the act of using the platform for engagements implies acceptance of these rules. For transparency, this policy is made publicly available (on our website), and we encourage prospective consultants and clients to review it before entering into agreements with HGA. Any questions about the policy can be directed to HGA’s legal or support team for clarification.

Policy Governance: HGA’s management is responsible for maintaining this policy. We review it periodically (at least annually) to ensure it remains current with our business model and legal landscape. Updates will be version-controlled. If minor corrections or clarifications are made that do not materially change users’ rights or duties, we may not issue a formal advance notice, but the updated date will be reflected in the document. Major changes (for example, introducing a new fee or a new restriction) will always be communicated for acceptance.

In conclusion, by working with Humanics Global Advisors as a consultant or client, you agree to this Consultant and Client Engagement Policy and any future updates as described. This ensures a common understanding of how we collaborate. We thank you for your cooperation and for being part of a professional, ethical, and efficient platform that benefits all parties.

[1] [2] [4] [5] [6] [7] [15] [16] [29] [42] [47] [48] [49] [50] [51] [52] [53] [54] [55] [56] [57] [58] [59] [60] [61] [62] [63] [64] [65] [66] [67] [68] [69] [70] [71] [72] [73] [74] [75] [78] [79] [80] [81] [82] [83] [84] [85] [86] [87] [88] [89] [90] [91] [92] [93] [94] [95] [96] [97] [98] [99] [100] [101] [102] HGA_Consultant_Contract_Template.docx

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[3] [8] [9] [10] [11] [12] [13] [14] [17] [18] [19] [20] [21] [22] [23] [24] [25] [26] [27] [28] [30] [31] [32] [33] [34] [35] [36] [37] [38] [39] [40] [41] [43] [44] [45] [46] [76] [77] HGA_Digital_Platform_Technical_Specifications.pdf

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