Terms & Conditions Client
These general terms and conditions together with the frame agreement and a work agreement form the contractual relationship between Flextribe ("Flextribe") registered in Copenhagen and its client ("Client") for the provision of consulting services and acces to Flextribe platform located at beta.flextribe.dk The inclusion of any terms and conditions of the Client is expressly objected.
Date of Last Revision: 11 april 2019
1 Flextribe services and conclusion of contract
Flextribe A/S (“Flextribe” or “we”) provides a network ("Network") of independent contractors who provide consulting within IT and Management or other professional services (each a “consultant” and the services they provide, the “consultant Services”). The client can search and invite consultants to interviews through the platform. Flextribe will help coordinate the interview either by phone or a meeting and may participate. Hereafter the client has five days to decide whether they want to sign a work agreement to receive the consultant service.
The client can also place project vacancies/assignments by telephone or email, specifying the project objective, the required expertise of the consultant(s), the approximate duration of the project, the project location and the approximate budget. A written document must be provided before the sourcing and screening process starts
In response to the project vacancies, Flextribe contacts suitable consultants and submits an offer to the client with the following information:
• The identity of the consultant
• The consultant’s experience, education and qualifications
• The daily rate (including or excluding travel costs or expenses)
Subsequently, the Client may become acquainted with the consultant proposed by Flextribe and, within five days, either accept the contract offer or make a counteroffer, e.g. with an amended daily rate or contract duration. Flextribe may accept the counter offer within a further five days, subject to the consent of the respective proposed consultant. Flextribe may conclude this contract with a single consultant working in a freelance capacity (natural person) or with a consulting firm (legal person); e.g. UG (limited liability) or GmbH.
The content of the consulting services depends on the agreed work agreement. Flextribe does not itself provide the consulting services, but commissions a suitable freelance consultant with their provision. During the project, this consultant shall:
● perform the consulting services with the appropriate care, skill, and to the full extent of his abilities, with the objective of fully satisfying the Client
● In the case of time-based consulting, regard the agreed working hours per day (8-9 hours) as an approximate goal, and expend such time as is necessary to successfully complete the project
● in the case of milestone-based or project-based consulting work, ensure that the milestones are achieved by the agreed dates and to the satisfaction of the Client
If the consultant is unable to provide his services as a result of illness or injury, he shall inform the Client of such circumstances as soon as possible. If a consultant drops out of a project, Flextribe can attempt to find a substitute consultant after being so notified and specifically requested to do so by the Client (via e-mail addressed to firstname.lastname@example.org).
C. Fee and Invoicing
The fee payable to Flextribe is calculated from the number of consulting days actually provided and the agreed daily rates plus VAT, if applicable. The daily rate consists of the daily rate to be paid to the Consultant and the Flextribe fee of 12 %. For separately marked projects, in which Flextribe provides an entire team, the agency fee may deviate from the above regulations and is agreed upon individually.
In order to record the number of days and hours of consulting services provided, the Consultant shall enter them into a time record sheet Provided by the client or Flextribe and send the registered time to both the client and Flextribe each month. Flextribe invoices the resulting amount to the client monthly. The client has seven days to review the listed times. If the Client does not object to the claims within this period, the times are considered approved. The invoiced amount is payable no later than 20 days thereafter, unless other terms is agreed upon;
If payment is not made on time, Flextribe is allowed to debit 1% in interest rate per started month from each new month until the payment is made.
D. Anti-circumvention Provision
Within 18 months (the "protection phase") of an offer or commission of a consultant to the client by Flextribe, the Client may only commission such Consultant in circumvention of Flextribe's services against payment of a separate fee. If a project contract has been concluded, the protection phase will apply for the entire contract period, and a further 18 months after the end of the project contract (as specified in paragraph I of this document). Should the candidate be proposed a second time for a later project, the protection phase will be renewed. The Client is obligated to notify Flextribe by email, at the minimum, if he employs a consultant again during the protection phase, whether for the first time or not. This also applies to other services or consultant resources the Client is introduced to or informed about by the Consultant. These may be experts or network partners cooperating with the Consultant, as well as services which the Consultant brings into the cooperation with the aim of making a profit. If a Consultant is employed in circumvention of Flextribe’s services, Flextribe has a claim to the payment of the following fee:
• 25.0% of the Consultant’s daily rate over the entire term of the project, which was created by circumventing Flextribe within months 1-12 of the protection phase.
• 17.5% of the Consultant’s daily rate over the life of the project, which was created by circumventing Flextribe within months 13-18 of the protection phase.
The fee (plus VAT if applicable) is payable to Flextribe within 28 days of the start of the new project. If there is a renewed appointment of the Consultant during the protection phase in circumvention of Flextribe, the aforementioned fees will be charged again. Flextribe will immediately terminate the business relationship with the client in cases of wilful circumvention.
E. Permanent Employment of a Consultant
If the client wishes to permanently employ a former Consultant provided or presented by Flextribe in the protection phase, the Client must pay Flextribe a commission fee equal to 15% of the Consultant's gross annual salary within 28 days of commencement of employment (plus VAT if applicable). In the case of a variable salary component, the target bonus of the first year is added to the gross annual salary of the Consultant in the commission calculation. In the case of an exclusive assignment, the parties agree on a separate commission
Flextribe is only liable for damages a) from injury to life, physical injury or injury to health, which are based on an intentional or negligent breach of duty or otherwise on intentional or negligent conduct by Flextribe or one of its legal representatives or vicarious agents; b) which are based on an intentional or grossly negligent breach of duty or otherwise on intentional or grossly negligent conduct by Flextribe or one of its legal representatives or vicarious agents; c) which are based on a breach of duty by Flextribe or one of its legal representatives and vicarious agents regarding essential contractual rights and obligations which are essential for the proper performance of the contract, and which jeopardise the achievement of the purpose of the contract (cardinal obligations). This also applies to the liability of its legal representatives and vicarious agents. Any further liability for damages by or in connection with the exercise of obligations from this consulting contract is excluded. The liability of Flextribe and its legal representatives and vicarious agents under the Product Liability Act remains unaffected by the limitation of liability under the first sentence of this section. The liability of Flextribe from the consulting contract concluded with the Client is limited in individual cases to the amount of the project volume, insofar as the liability is not based on intent or gross negligence.
Subject to full payment of the fee, Flextribe and the Consultant grant to the Client all existing and future intellectual property rights and materials developed in the course of the project. Flextribe guarantees to the Client that:
● it has neither transferred nor shall in the future transfer to third parties the rights to the work product created during the project;
● insofar as known, the use of the work does not infringe on the rights of third parties;
● with the exception of the fees specified in this Agreement, no further charges or other compensation shall be payable for the complete transfer of the rights.
Neither Party shall, during or after termination of this Agreement, use any information that is confidential or otherwise identified as confidential by the other Party, without the prior written consent of the other Party, for any purpose other than to comply with the obligations of the Contract. In addition, the Consultant and Flextribe will, at any time during the project, at the request of the Client, return all materials with confidential information in their possession to the Client. Flextribe reserves the right to publish an anonymous brief description of the project on the Flextribe website, stating the project theme, the industry and the duration of the project.
I. Duration and Termination
Each project begins with the start date in the service offer. The project continues until the earlier occurrence of one of the following events:
● the agreed ending date (including any modified ending date, which can be adapted via email with the consent of all parties involved (i.e., the respective Client, Consultant and Flextribe)).
● termination by the Client in writing without specification of a reason and with a notice period of 2 weeks. In this case, the Client has to take over any non-cancellable travel bookings or cancellation costs from Flextribe on proof of such costs.
In addition, the Parties may agree to terminate this Agreement in writing in the event of material breach of duty by the other Party with immediate effect. This includes any and all behaviour that could adversely affect a Party’s reputation, in particular:
● a Party seriously violates the terms of the contract, or continues in such a violation
● a Party is prosecuted for or convicted of a criminal offense
● the consultant does not meet the minimum requirements for professional provision of services
After completion of the project, Flextribe is obliged to immediately:
● return all relevant property to the Client, and all confidential information belonging to them, and
● irreversibly delete or destroy all information related to the contents of the project (whether in written form, or on magnetic or optical storage media).
This agreement is governed by Danish law.
In case of disagreement between the parties as to the performance of this Agreement, the parties undertake to keep a conciliation meeting at eight days’ notice where the parties’ advisors, if any, will participate; the purpose of the meeting is to open negotiations with a view to solving the dispute. If that is not possible disputes or disagreements will be settled with the Copenhagen Arbitration.
Any disagreement or dispute between the parties as to the interpretation and scope of this Agreement is to be settled in Danish court in accordance with the general Danish rules of law.
K. Contract Changes and Side Agreements
These terms and their Annexes comprise the complete agreement between the Parties, and supersede all previous written and oral designs, agreements and arrangements. Flextribe reserves the right to amend these terms. By continuing to use the service provided by
Flextribe, the Client agrees to such amendments. Insofar as an amendment is a material amendment with significant effects, Flextribe must provide reasonable advance notice of the change.
Clause Should any of the above provisions be found to be legally invalid, this shall not result in the invalidity of the remaining provisions. Rather, the invalid provision shall be replaced by a valid provision reflecting the economic intent of the invalid provision.