1. Standard terms and conditions of
CVR No: 39724936
Wilders Plads 9A, 2nd floor
1403 Copenhagen K
2.1 These Standard Terms and Conditions together with the Cooperation Agreement for Businesses, the Consultancy Agreement for Consultants and the Project Agreement between the Business and the Consultant govern your access to and use of the platform, applications, websites, content, products and performance of service (hereinafter referred to as the ”Services”) and Projects made available by the Company.
2.2 The following words and expressions are defined in these Standard Terms and Conditions:
2.2.1 “Project” is defined as: i) any task, project or service that the Business offers to the Consultant by use of the Services, and ii) any task, project or service established between the Business and the Consultant when there has been a prior Dialogue via the Services.
2.2.2 “Dialogue” is defined as any contact initiated via the Services between the Business and the Consultant regarding the Consultant’s carrying out of one or more Projects for the Business.
2.2.3 “Consultant” is defined as the user who creates a Consultant profile with a view to undertaking a Project by using the Services.
2.2.4 “Consultancy Service” is defined as the service/work/project/advice supplied by the Consultant to the Business.
2.2.5 “Business” is defined as the user who creates a Business profile with a view to offering a Project by using the Services.
2.2.6 “Project Period” is defined as the agreed period in which the Consultant carries out a Project for the Business.
2.2.7 “Party” is defined as the person who has accepted these Standard Terms and Conditions.
2.3 READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
3.1 The Services comprise a technology platform developed and designed by the Company. The platform enables the Business and the Consultant to enter into agreements on carrying out a Project. Through the Services, the Company provides a network of self-employed consultants who provide Consultancy Services to the Business. The Business can itself search for consultants via the technology platform or request the Company to find suitable consultants. On the technology platform, the Business can find information stated by the Consultant, including without limitation the Consultant’s experience, education, qualifications and rates (including or excluding travel costs and expenses).
3.2 By using the Services, the Business and the Consultant accept that the Company may use, for example, the following: the Consultant’s and the Business’s brand, logo and similar for marketing on media and on the Company’s technology platform and websites.
4.1 The Services and all rights to them are and will remain the Company’s property. Neither these Standard Terms and Conditions nor use of the Services will transfer or grant any rights to the Services or their contents to the Party. You therefore have no right to use or in any way refer to, for example, the Company’s names, logos, product names, Services or trademarks without the Company’s written approval.
5. SIGNING OF AGREEMENT
5.1 When the Business has offered a Project via the Services, the Consultant and the Business authorise the Company to handle the negotiation between the Parties. The Company demands that the following data and specifications about the Consultant are up-to-date and correct on the Company’s technology platform: the Consultant’s identity, the Consultant’s experience, education and qualifications, and hourly rates.
5.2 When both the Business and the Consultant have provided their written acceptance of a Project for implementation, this acceptance is deemed to be legally binding. If a Party withdraws consent to the Project after all Parties’ original acceptance, the Company reserves the right to claim damages equivalent to lost project income.
6.1 The Consultant acknowledges that there will be access to “confidential information” during the Projects. Confidential information under these Standard Terms and Conditions means: all confidential information given to the Consultant by the Company or the Business in writing, orally or other forms. Confidential information includes without limitation:
6.1.1 Information about the Project (such as Project Content, Objectives, Approach), Project Briefing, Tasks to be Performed by the Consultant, the content of the Consultant-Enterprise relationship, the strategies of the Company or Company's clients, methods, processes, analysis and all information about the recruitment, payment and integration of external employees.
6.1.2 Confidential information also includes the identity of the Business and its clients and all other information on the Business unless publicly available. The fact that the Business seeks the Consultant and has used the Company’s Services is particularly confidential.
6.2 The Consultant must not disclose confidential information to a third party, either during or after completion of the Project. At the request of the Business or the Company, the Consultant must also at all times during the Project return to the Business all material containing confidential information which is in the Consultant’s possession.
6.3 During or after termination of this Agreement, neither Party must use information which is confidential or otherwise designated as confidential by the other Party except with the other Party’s prior written permission.
6.4 The Company reserves the right to publish a brief, anonymous description of the Project stating the Project theme, industry and duration, on the Company’s website and in connection with the Services.
7. RETURNING OF MATERIALS
7.1 After completion of the Project, the Consultant is obliged to immediately return to the Business all relevant property and all confidential information belonging to the Business and to irretrievably delete or destroy all information relating to the Project’s content (information in written form and on magnetic or optical storage media).
8.1 Unless otherwise expressly agreed in writing in the Project Agreement, the Company charges a fee on the Consultant’s hourly rate. The Consultant’s hourly rate has been fixed and agreed in the Project Agreement. The Company receives a fee of 12% of the total hourly rate.
Example: If the Consultant’s hourly rate is DKK 1,000 excluding VAT, the following hourly rates will be charged:
The Consultant receives DKK 1,000 excluding VAT from the Company
The Business pays DKK 1,120 excluding VAT to the Company
The Company thus keeps DKK 120 excluding VAT (12% of DKK 1,000 excluding VAT)
8.2 If the Company re-invoices other costs, including without limitation travel expenses for the Consultant, lunch or similar expenses, they will be charged on the same principle as in the example above and the Company will thus receivea fee of 12% of the total amount including other costs.
8.3 All prices are settled net of VAT. The company invoices the Company every month.
8.4 When the Company has received payment from the Business, the Company pays the Consultant in accordance with the terms and conditions specified in the following paragraph. If the Business offers a discount, this discount will also apply to the payment to the Consultant.
8.5 For the purpose of recording the number of days and hours when Consultancy Services are provided, the Consultant must enter hours worked in a time system supplied by the Business or the Company and forward the time recorded to both the Business and the Company each month. This must be done before the next month begins.
8.6 If the Consultant wishes to take a holiday, the Consultant and the Business shall agree upon the placement of the Consultant’s holiday. The Consultant does not receive pay during holidays.
8.7 If the Business does not object to invoices or claims from the Company within a period of three (3) weekdays, they are deemed to be approved. Unless otherwise agreed, the invoiced amount must be paid no later than twenty (20) days after the invoice was issued. If payment is not made on time, interest of one (1) percent per month will be charged for each commenced month until payment is made.
8.8 The Company only pays the Consultant when the Business has paid the corresponding invoiced amount. If the payment from the Business is correct under the Agreement, the Company pays the Consultant within seven (7) weekdays of receiving the amount from the Business.
9. TERM OF PROTECTION
9.1 When there has been a Dialogue between a Consultant and a Business and the Consultant has been chosen or encouraged to undertake a specific project or a task for the Business through the Company, the Consultant and the Business must not for a period of twelve (12) months after that (hereinafter referred to as the “Protection Phase”) enter into any agreements between them regarding a project, task, permanent employment, remuneration or similar unless the Business notifies, and pays remuneration to, the Company.
9.2 If the Consultant and the Business violate this provision, both the Consultant and the Business are obliged to pay an agreed penalty to the Company equivalent to twice the usual total remuneration for the project or task in question if the Consultant has been engaged for a single task or project. If the Consultant has been permanently employed, the agreed penalty will be twice the usual fee for permanent employment. If the Consultant is engaged for a new task/project or permanent employment during the Protection Phase without involving the Company, a new agreed penalty must be paid. Payment of the agreed penalty does not end the obligations.
9.3 The Business is also obliged to pay an agreed penalty of 24% of the Consultant’s daily rate throughout the Protection Phase for tasks/projects or permanent employments entered into bypassing the Company.
9.4 In addition, the Consultant is obliged to pay an agreed penalty of 24% of the Consultant’s daily rate throughout the Protection Phase for tasks/projects or permanent employments bypassing the Company.
9.5 The penalties must be paid to the Company within twenty-eight (28) days of the start of the new Project.
9.6 In the event of violation of this, the Company reserves the right to exclude the Consultant and the Business from the Services and concurrently pursue its financial claims.
9.7 The Business is obliged to inform the Company by email at least if the Business employs a Consultant during the Protection Phase who was arranged through the Company, whether or not this is the first time. This also applies to other services or consultancy resources to which the Consultant introduces the Business or of which the Consultant informs the Business. These may be experts or networking partners collaborating with the Consultant or performance of services that the Consultant brings into the collaboration with a view to making money.
10. PERMANENT EMPLOYMENT OF A CONSULTANT
10.1 During the Protection Phase, the Business can employ a Consultant who has been arranged by the Company if the Business notifiesthe Company of the desire to use or permanently employ the Consultant for a project without involving the Company. If the Business wants to engage or permanently employ the Consultant, the Business must pay a fee equivalent to 20% of the Consultant’s gross annual salary from the Business, plus VAT.
10.2 Payment must be made within twenty-eight (28) days of commencement of the Consultant’s engagement or permanent employment.
10.3 If the Consultant receives a bonus/commission or other variable salary component for his or her work for the Business, the target bonus/commission for the first year will be added to the Consultant’s gross annual salary in the calculation of the fee in clause 9.
11. DATA PROTECTION
11.1 When providing data on name, address, phone number and email, you accept and give your consent that, as a necessary consequence of the Company’s business concept, all suchdata can become available to anyone using the Services. However, this does not apply to bank details and other financial data, which are treated confidentially.
11.2 As far as possible, the Company will take the necessary measures to ensure that the data provided is not available to users to a wider extent than necessary as a consequence of the Company’s business concept. Furthermore, your data will not be disclosed to any third parties. You accept, however, that your data will be used for internal, statisticaland anonymous evaluation purposes.
12. LIABILITY AND DAMAGES
12.1 The Company disclaims all liability and all warranties of any kind not expressly indicated in these Standard Terms and Conditions, including implied warranties of quality, fitness for a particular purpose and non-infringement of third party rights. The Company further makes no representations or warranties regarding the reliability, timeliness, quality, fitness or availability of the Project or any other forms of service or product facilitated through the use of the Company and the Services and makes no warranties that the Project will be carried out without interruption or defect. The Company does not warrant the quality, fitness, security or abilities of third-party providers, including businesses and Consultants. To the widest possible extent permitted byapplicable law, the Business and the Consultant agree that all risks arising from use of the Services and any connected service are their sole risks.
12.2 The Company disclaims all liability for indirect, incidental and special losses and consequential damage including, without limitation, loss of earnings, loss of data, personal injury or damage to property relating to, in connection with, or otherwise resulting from use of the Services, even if the Company has been informed of the possibility of such injury or damage.
12.3 The Company is not liable for any damage, responsibility or loss arising from use of or confidence in the Services or the lack of access to and/or availability for use of the Services; in no circumstances can the Company’s total liability in connection with the Services for all injury and damage, loss and legal proceedings exceed twenty-five thousand Danish kroner (DKK 25,000).
12.4 The Services may be used by the Business and the Consultant to establish a relationship regarding the relevant Project provided by a third party but you expressly accept that the Company is in no way responsible for or liable to the Parties in relation to such service provided to the Party by third parties.
12.5 The Company is not liable to you in the event of force majeure at the Company or its sub-contractors including war, mobilisation, unpredictable failure, late or non-delivery, fire, strike, lockout, civil unrest, natural disaster, hacker attack, interruption of transport networks, restrictions from public authorities, etc., which are beyond the Company’s control and which the Company could not have considered or avoided or overcome on the date of the Agreement.
12.6 The Consultant is responsible for the performance of the task or project for the Business. The Consultant is liable for the risks associated with the task, including errors and damage to the Business’s plant, codes etc.
13.1 You agree to indemnify and hold harmless the Company and its board members, employees and agents for any and all claims, liability in damages, obligations, loss, responsibility and expenses (including attorneys’ fees) that may arise from or in connection with:
13.1.1 (i) your use of the Services or any services or products acquired through the use of the Services; (ii) your breach or violation of these Standard Terms and Conditions, or (iii) your infringement of third-party rights, including those of third-party providers.
14. LEGAL BASIS
14.1 The Standard Terms and Conditions are subject to Danish law.
15. OTHER PROVISIONS
15.1 The Company reserves the right to amend the Standard Terms and Conditions. By continuing use of the Services, the Consultant and the Business accept any such amendments. If an amendment is substantial, the Company must give reasonable prior notice of it.
15.2 If one of the above provisions is invalid, this will not make the remaining provisions invalid. The invalid provision will instead be replaced by a valid one which reflects the intention of the invalid provision.