Conditions

1. CONTRACT

1.1. These standard terms (“Terms”), together with “Project Agreement” for the Company (“The Company”) and “Project Agreement” for the Specialist (“The Specialist”) govern your access to products, and services (“The Services”) provided by Jelber ApS, Fortunvej 43B, 2920 Charlottenlund, CVR no. 41314540 (“Jelber”).

1.2 In accordance with these Terms, the following terms shall mean:
“Project” means: i) any assignment, project or job offered by the Company to the Specialist using the Services, and ii) any assignment, project or jobs that is established between the Company and the Specialist when there has been prior dialogue through the Jelber.
"Dialogue" means any contact initiated by Jelber between the Company and the Specialist regarding the Specialist's performance of one or more Projects for the Company.
“Specialist” means the person who creates a Specialist Profile for the purpose of taking on a Project using Jelber.
The "Consultancy Service" is the service/work/project/consultancy provided by the Specialist to the Company.
"Company" means the user who creates a company profile for the purpose of offering a Project using the Services.
“Project Period” means the agreed period during which the Specialist carries out a Project for the Company.
“Agreement” means the agreement established between the Company and the Specialist as well as other appendices including the “Project Agreement” for the Company and the Specialist.

1.3 READ THESE TERMS CAREFULLY BEFORE  USING Jelber

2. SERVICES

2.1. Jelber offers a network of independant marketing specialist that delivers consultancy services within marketing and digital solutions.

2.2 When using the Services, the Company and the Specialist agree that Jelber may use, but not be limited to, the Specialist's and the Company's brand, logo, etc., in media marketing, as well as on Jelber's technology platform and websites.

3. THE OBLIGATIONS OF THE SPECIALIST AND OF THE COMPANY

3.1 The Specialist is an independent contractor who is fully responsible for the delivery of their services. The Specialist may carry out his/her contractually agreed to tasks at places and times of his/her choice and is not bound by instructions in this regard. The Specialist must protect him/herself from risk with a professional liability insurance policy. The Specialist is responsible for registering his/her business, obtaining the necessary permits or licenses, and paying fees to the tax authorities, even though his/her profession is classified as an employee similar to self-employed. The Specialist understands that the Specialist does not have an employment relationship with Jelber or with Jelber's client/company, the Company.

3.2 There will be a “Project Agreement” for each Project, with specific conditions. Throughout the Project:
The Specialist shall perform the Consultancy Services with due care, skill and using the full extent of his/her capabilities for the purpose of fully satisfying the Client.

In the case of day-based consultation, the Specialist must consider the number of working hours per day as an approximate goal, and spend as long as needed to complete the project.

In the case of milestone-based or project-based work, the Specialist must ensure that the milestones are complied with by the agreed deadlines, and carried out to the Company’s satisfaction.

In the event of agreed maximum use of time, the Specialist must complete the Project within the agreed maximum time period. If the Specialist has to work extra to accommodate the delivery and Jelber cannot bill it, the Specialist will not be paid for the extra time.

3.3 If the Specialist is unable to provide his/her Consultancy services due to illness or personal injury, the Specialist must immediately inform the Company and Jelber of this. To the extent that the Consultancy services are not performed, no fee is paid. If the Specialist drops out of a project, Jelber will have the opportunity to find a new Specialist.

3.4 The Specialist may provide services to other companies and partners, but these must not be in direct competition with the Company for which the Specialist is working via Jelber.

3.5 The Company is responsible for ensuring that the Specialist obtains the access needed to execute the project correctly, including access to the Company's premises, IT systems, etc., to the extent necessary. If the Project requires the Specialist to be physically present on the Company's premises, the Company is responsible for providing a proper working environment for the Specialist in accordance with the working environment rules applicable for such occupations.

4. OWNERSHIP

4.1 The Services and all rights thereto are and shall remain the property of Jelber. Neither these Terms nor your use of the Services assigns or grant you any rights to the Services or their content. As a consequence, you have no right, among other things, to use or refer in any way to Jelber's company names, logos, product names or the Services, as well as trademarks, without Jelber's written approval.

5. CONTRACTING

5.1 When the Company has a Project and a Dialogue has been established identifying a need for a Specialist, the Specialist and Company authorise Jelber to undertake the requisite negotiations between the parties. Jelber requires the following information and specifications to be updated and correct about the Jelber Technology Platform Specialist; The Specialist’s identity, the Specialist’s experience, education and qualifications, as well as his/her hourly rates (these may depend on the Project Request or exclude travel expenses).

5.2 When the Company and the Specialist have both given the oral or written acceptance of the conclusion of a Project, this is considered legally binding. If either party withdraws its consent to the Project after initial acceptance by all parties (including orally) and in accordance with all parameters of these Terms and any terms of the Project Agreement (e.g. start date, Specialist's rate or content), Jelber reserves the right to claim compensation equal to lost project revenue.

6. CONFIDENTIALITY

6.1 The Specialist acknowledges that there will be access to "Confidential Information" during the Project(s). For the purposes of this Agreement, "Confidential Information" means any information provided to the Specialist by Jelber or the Company (whether orally, electronically, in writing or in any other form). Confidential information includes, but is not limited to, Information about the Project (such as Project Content, Objectives, Approach), Project Briefing, Tasks to be performed by the Specialist, the Content of the Specialist–Business relationship, the strategies of the Company or Company clients, methods, processes, analysis and all information about recruitment, payment and integration of external employees. In addition, Confidential Information includes the identity of the Company and its clients and any other information about the Company, unless such information is publicly available. Particularly confidential is the fact that the Company is seeking the services of a Specialist and that Jelber was commissioned by the Company to secure these.
If the Specialist has any doubts about what information is not considered "Confidential Information" under the terms of this Agreement, he/she shall contact the Company and obtain their legally binding opinion.
The Specialist may under no circumstances disclose confidential information to third parties, either during or after the end of the Project. In addition, at the request of the Company or Jelber, the Specialist must at any time during the Project return all material containing confidential information held by the Specialist to the Company.

6.2 Neither party may, during or after the 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 purposes other than compliance with contractual obligations. Jelber reserves the right to publish an anonymous short description of the project on Jelber and the Services, stating the Project's theme, industry and project duration.

7. DURATION AND COMPLETION

7.1 Each project begins with the start date in the “Project Agreement”. The project will continue until the occurrence of one of the following events:
The agreed end date (including any amended end date, which can be adjusted via email with the consent of all parties involved i.e. the respective Company, Specialist and Jelber.

Termination by the Company in writing, stating a reason and with a notice period of 30 days. In such a case, the Company must take over any non-cancellable travel and/or cancellation costs incurred by the Specialist.

In addition, in the event of a material breach by the other party, the parties may agree to terminate this Agreement in writing, with immediate effect. Such action includes any conduct that may adversely affect a party’s reputation, in particular:
If a party violates the terms of the contract or continues in such violation
If a party is prosecuted or convicted of a criminal action
If the Specialist does not meet the minimum requirements for the professional delivery of Services
After completion of the project, Jelber is obliged to immediately:
Return all relevant property to the Company and all Confidential Information belonging to the Company
Irrevocably delete or destroy any information related to the content of the Project (whether in written or electronic form or on optical storage media).

8. PAYMENT

8.1 Unless otherwise expressly agreed in writing in the “Project Agreement”, Jelber will pay a fee at the Specialist's hourly rate. The hourly rate is determined and agreed with all parties, including the Specialist, Jelber and the Company, when the contract is signed.

8.2 All prices are charged exclusive of VAT.

8.3 As explained in the above example, Jelber invoices payment for its Services. This fee includes the Specialist's remuneration and any expenses to the Specialist (in the case of a daily rate excluding travel expenses, as specified in the relevant Project Agreement). The invoice amount is determined by calculating the number of days the Consultancy Service was delivered, as well as the agreed daily rates. Once Jelber has received the appropriate financial consideration from the Company, Jelber shall settle with the Specialist in accordance with the conditions specified in the following section (including travel expenses, if applicable and agreed in advance).

8.4 Hour registration. If a time and material contract is agreed, the specialist needs to record the number of days and hours in which Consultancy Services are provided. The Specialist must enter them in a time record provided by the Company or Jelber and send the registered timesheet to both the Company and Jelber each month. This must be done five business days before the first of the month, and before the start of the next month. Jelber will bill the amount to the Company each month.

8.5 If the Specialist takes a holiday period, the Specialist must notify Jelber, once this has been approved by the Company. This must be done with due care and consideration, and at least 30 days before the holiday is due to be held. If this 30-day deadline is not met, Jelber reserves the right to continue to charge its fee of 12% during the holiday period, shared between the Specialist and the Company.

8.6 Ved fastprisprojekter fakturerer Jelber 50% af projektsummen ved godkendelse af prisen. Midt i projektet faktureres 25% af projektsummer. De resterende 25% faktureres ved afslutning af projektet. Ved projekter som er baseret på time/dags forbrug, faktureres forbruget hver 14. dag.

8.7 If the Company does not object to the invoiced amount within a period of three business days, this amount shall be deemed approved. The invoiced amount is payable no later than 20 days after unless otherwise agreed; If the payment is not made on time, Jelber is allowed to charge 1% interest per month or part of a month until the payment is made.

8.8 Jelber only pays the Specialist when the corresponding invoiced amount has been paid by the Company, which includes payment of any specific remuneration/agreed fees. If the payment from the Company is correct in accordance with the Agreement, Jelber shall pay the Specialist the amount received from the Company within seven working days.

9. LOYALITY

9.1 When there has been a Dialogue and a Specialist has been selected or invited for a specific Project for the Company, the Specialist and the Company cannot, within a period of 24 months after the last Dialogue, accept the offer for a project, permanent employment, professional fees or another similar form of engagement with each other without the Company paying a fee to Jelber.

9.2 If the Specialist and the Company violate this provision without informing Jelber in advance, both parties are obliged to pay Jelber a contractual penalty of twice the usual total fee for the respective Project or fee upon employment (plus VAT, if applicable). Jelber reserves the right to claim additional compensatory damages. In the Protection Phase, after the contract expires, the Company and the Specialist are obliged to inform Jelber of all potential contracts and all signed contracts between the Specialist and the Company.

9.3 The Company is obliged to notify Jelber by email (as a minimum) if the Company hires a Specialist again during the Protection Phase of 24 months, whether this be for the first time or not. This also applies to other services or Specialist resources to which the Company is introduced or informed about by the Specialist. These may be experts or network partners who partner with the Specialist, as well as other services that the Specialist brings into the collaboration.

9.4 The penalty (plus any VAT) must be paid to Jelber within 28 days of the start of the new Project. If there is a renewed appointment of the Specialist during the Protection Phase by circumvention of Jelber, the above penalties will be charged again.

9.5 In the event of a breach of these terms, Jelber also reserves the right to exclude the Specialist and the Company from the Services, as well as to pursue their financial claims in parallel.

10. APPOINTMENT OF SPECIALIST

10.1, During the Protection Phase, Jelber offers the Company an opportunity to hire the Specialist(s) previously represented by Jelber. If the Company wishes to hire the Specialist, Jelber will be paid a fee equal to 20% of the Specialist's gross annual salary. This is payable within 28 days of the beginning of the Specialist's permanent employment (plus VAT, if applicable). In the case of a variable salary component, the target bonus for the first year is added to the Specialist's gross annual salary in the commission calculation.

11. DATA PROTECTION

11.1 By submitting your name, address, telephone number, email address information, you agree with and consent to all such information being made available to anyone using the Services as a necessary consequence of the Jelber business concept itself. However, this does not apply to bank and other confidential information.

11.2 As far as possible, Jelber will take the measures necessary to ensure that the information provided is not available to users beyond what is a necessary consequence of Jelber's business concept. In addition, your information will not be disclosed to third parties. However, you agree that your information will be used for internal, statistical and anonymous assessment purposes.

12. LIABILITY AND COMPENSATION

12.1 Jelber disclaims all liability and any warranties – of any kind – not expressly set forth in these Terms, including implied and implied warranties of quality, fitness for a particular purpose, and of non-infringement of any third-party rights.

12.2 Jelber disclaims all liability for direct, indirect, incidental and special losses, as well as consequential damages, including but not limited to lost profits, lost data, personal injury or property damage related to, in connection with or otherwise resulting from the use of Jelber and its services, even if Jelber has been informed of the possibility of such damages.

12.3 Jelber shall not be liable to you under any circumstances if there is any force majeure event with Jelber or its subcontractors, including in conjunction with war, mobilisation, unpredictable failure, delayed or non-delivery, fire, strikes, lockout, civil unrest, natural disasters, pandamies, computer viruses, disruption of general conduct, including energy supply, restrictions from public authorities, and any other similar force majeure events that are beyond Jelber's control and which Jelber could not have taken into account and could not have avoided or overcome when the Agreement was entered into.

13. INDEMNIFICATION

13.1 You agree to indemnify Jelber and the members of its board of directors, employees and agents with regard to any and all claims, liability, liabilities, losses, liability and expenses (including legal fees) arising out of or in connection with: (i) your use of the Services, or services or products acquired through the use of the Services; (ii) your breach or violation of these Terms; or (iii) your infringement of third-party rights, including by third-party providers.

14. APPLICABLE LAW AND ARBITRATION

14.1 This Agreement is governed by Danish law.

14.2 In the event of disagreement between the parties regarding the implementation of these Terms and other agreements in the contract, the parties undertake to hold a conciliation meeting with eight days' notice, in which the parties' advisers, if any, will also participate. The purpose of the meeting is to open negotiations to resolve the dispute. If this is not possible, any dispute or disputes will be settled with the Danish Arbitration Board.

14.3 Any disagreement or dispute between the parties as to the interpretation and scope of this Agreement shall be settled by a Danish court in accordance with Danish law.

15. OTHER PROVISIONS

15.1 These Terms, including any Annexes, constitute the complete agreement between the parties and supersede all prior written and oral material as well as any agreement between them. Jelber reserves the right to change these conditions. By continuing to use the Services, the Specialist and Company accept any such changes. Insofar as a change is a material change, Jelber must give reasonable prior notice of the change.

15.2 If any of the above provisions is found to be invalid, this will not invalidate the other provisions. The invalid provision will instead be replaced by a valid provision that reflects the intent of the invalid provision.

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