Status of 07.2023
These General Terms and Conditions (“GTC”) apply to the Consultant (hereinafter referred to as “the Consultant”) of UAB «Andersen Soft» (hereinafter referred to as “the Company”) as indicated in a Consulting Proposal (together with these GTC called “Agreement”) which includes these GTC by reference.
During the Term of the Agreement, as hereinafter defined, the Consultant will, when requested by the Company, provide certain consulting services on topical issues of domain development, trends, technical aspects in information technology sphere of business, as well as consultations on relevant cases, presale assistance, participation in calls with Company's clients, assistance in proposal drafting to the Company (collectively, the “Services”), specifically described in the Consulting Proposal (s), which constitute an integral part of the Agreement. The Consultant shall use the Consultant’s best efforts to perform the Services in a manner satisfactory to the Company, which Services shall be rendered to reasonable professional standards. Consultant represents, and the Company acknowledges, that Consultant has the skills and experience required to perform the Services. Consultant agrees to devote the requisite amount of time needed in utilizing its best efforts to perform such Services, and in addition, Consultant shall provide regular reports to the Company, as described in relevant Consulting Proposal, pertaining to its performance of the Services, including a reasonably detailed written accounting of the Services performed hereunder and the number of hours worked during the period.
As consideration for the Services to be provided by the Consultant and other obligations, the Company shall compensate the Consultant the remuneration calculated basing on the Consulting Fee, whose amount is set forth in the Consulting Proposal. If an hourly rate is agreed in the Consulting Proposal, the Company shall pay a Consulting Fee due to the number of hours spent on the Services provision approved by the Company. Services are considered to be fulfilled properly and accepted upon payment.
The Consultant is entitled to the Consulting Fee only for the Services actually performed by the Consultant in a proper manner and accepted by the Company. The Company shall not be obliged to provide the Consultant with the scope of Services.
Unless otherwise agreed in the Consulting Proposal, the fee shall be paid in arrears within 30 (thirty) calendar days from the date of receipt by the Company of a correctly issued invoice to the bank account indicated therein. An invoice will be issued after the end of a month during which the Services were performed, and provided to the Company in an e-mail form, along with a report of the Services.
The Consultant shall not be authorized, without the prior written consent of the Company, to incur any expenses on behalf of the Company, except for the approved expenses (the “Approved Expenses”) set forth in the Consulting Proposal.
The Agreement shall become effective from the date stipulated in the Consulting Proposal (the “Effective Date”) and shall remain in force for a period of 1 (one) year commencing on the Effective Date (the “Term”). If 30 (thirty) calendar days prior to the expiration of the Agreement, neither of the parties requires its termination, the Agreement will automatically be extended for another year. Notwithstanding the above, either party may terminate the Agreement, with or without cause, at any time upon fifteen (15) days prior written or electronic notice to the other party. All undisputed fees owed by the Company to the Consultant, to the date of termination, shall be paid within thirty (30) calendar days of the date of termination. Furthermore, at any time during the Term, the parties may agree to extend the Agreement, by executing a mutual written agreement to that effect.
The Consultant is engaged solely as an independent contractor and not as an employee, partner, or otherwise of the Company, and no employer/employee, partnership, or other relationship is created or inferred by the Agreement. The Consultant has no authority, actual, apparent, or implied, to act on behalf of the Company or to bind the Company in any contract, in any manner, without the express written approval of the Company. The foregoing notwithstanding, unless pursuant to the prior written consent of the Company, Consultant may not enter into any subcontract related to the performance of the Services.
While acknowledging the Consultant’s expertise in providing the Services, including the Consultant’s expertise in determining and/or recommending the most effective method, details and means of performing the Services, the parties agree that the method for the Consultant to provide the Services shall be a collaborative determination between the two parties.
The Consultant shall have full responsibility for applicable withholding taxes for all compensation paid to the Consultant pursuant to the Agreement and for compliance with all applicable tax and legal requirements with respect to the Consultant’s self-employment, sole proprietorship or other form of business organization, including, without limitation, all kinds of insurance coverage requirements if any.
Consultant agrees at during the Term and for a period of 5 (five) years thereafter:
- (a)Not to disclose to any third party any Confidential Information learned by Consultant at any time or any Confidential Information developed by Consultant pursuant to the Agreement; except such information which is now public or hereafter becomes published or otherwise generally available to the public other than through breach of the Agreement;
- (b) Not use the Confidential Information for any purpose other than in connection with the Agreement;
- (c) Not to seek or accept any Confidential Information from any former, present or future employee of Company, except in the ordinary course of Parties’ business relations;
- (d) Not to copy, modify or reproduce any Confidential Information without the prior written permission of Company;
- (e) To promptly notify the Company if the Consultant becomes aware of any unauthorized use, disclosure or misappropriation of Confidential Information;
- (f) As used herein, “Confidential Information” includes any non-public information Consultant receives directly or indirectly from the Company or acquired or developed in the course of his consultancy, regardless of form (oral, written, electronic, or any other form) and source and whether or not such information was marked as Confidential Information by the Company, including by way of example only, trade secrets (including organizational charts, employee information such as credentials, skill sets and background information), ideas, inventions, methods, designs, formulas, systems, improvements, prices, discounts, business affairs, products, product specifications, manufacturing processes, data and know-how and technical information of any kind whatsoever, . In the event information which is non-public becomes public due to disclosure by the Consultant, which is not authorized by the Company, such information shall be deemed non-public for purposes of the Agreement. The Parties agree that in the event of doubts, they will consider as Confidential Information any Information provided, transmitted, with or without the reservation that it constitutes confidential information, unless the Company expressly and not implicitly declares that the information is not Confidential Information.
- (g) For the avoidance of doubt, the Consultant may disclose the Confidential Information to the extent required by law or order of a court or governmental agency. However, in such case, Consultant must give the Company prompt notice and consult with the Company about whether to obtain a protective order or otherwise protect the confidentiality of the Confidential Information, all as directed by and at the Company’s expense.
The Consultant shall indemnify the Company from and against all losses in connection with provision of the Services, incidental, indirect or consequential damages or for loss of data, lost profits, savings or revenues of any kind.
The Consultant, which does not ensure the confidentiality of the Confidential Information received from the Company in accordance with the terms of the Agreement, is obliged to pay the Company a fine of 5,000.00 (five thousand) EUR for each revealed case of violation. The Company may claim the compensation of all losses and damages including lost profits in the full amount in excess of the fine in the event of a breach by the Consultant of any confidentiality obligation of paragraph 8 of the Agreement.
The Consultant represents and warrants that the Consultant is not subject to any pre-existing obligation in conflict with or in any way inconsistent with the provisions of the Agreement.
The Company shall comply with the provisions of General Data Protection Regulation (if applicable) or any other applicable legislation relating to the protection of the Consultant’s personal data. If the Consultant has access to personal data during the performance of the Agreement, the Contractor shall comply with all policies, procedures and guidelines communicated to him and applied by the Company relating to the protection of personal data.
- (a) Amendments and Waivers. Any term of the Agreement may be amended or waived only with the written or electronic consent of the parties.
- (b) Sole Agreement. The Agreement, including the exhibits hereto, constitutes the sole agreement of the parties with respect to the subject matter hereof and supersedes all prior oral negotiations and writings with respect to the subject matter hereof.
- (c) Choice of Law. The validity, interpretation, construction and performance of the Agreement shall be governed by the law of the country of the Consultant’s residence, without giving effect to the rules or principles of conflict of laws.
- (d) Dispute Resolution and Arbitration. All disputes or claims arising out of or in connection with this Agreement, including disputes relating to its validity, breach, termination or nullity, shall be finally settled in the ordinary court of the country of the Consultant’s residence.
- (e) Severability. If any provision of the Agreement is held to be unenforceable under applicable law, the Agreement shall continue in full force and shall be construed to the fullest extent possible so as to give effect to the intentions of the provision(s) found to be unenforceable.
- (f) Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.
- (g) Sections and Other Headings. The section and other headings contained in the Agreement are for convenience of reference only and shall not be deemed to modify or affect the interpretation of the Agreement.
- (h) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THE AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THE AGREEMENT. THE AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
- (i) Modification. Neither the Agreement nor any provision hereof shall be modified, changed, discharged, or terminated except by an instrument in writing signed by the party against whom the enforcement of any modification, change, discharge or termination is sought.
- (j) Waiver. No delay or omission on the part of either party in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.
- (k) Subcontracting. The Consultant shall only be entitled to outsource the entirety of his obligations under the Agreement to a third party with the prior consent of the Company given in the written form (under pain of invalidity).
- (l) Assignment. The Agreement may not be assigned by the Consultant without the prior written consent of the Company.
- (m) Binding Effect. The Agreement shall be binding upon, and inure to the benefit of, (i) Consultant and the legal representatives and permitted assigns of Consultant and (ii) the Company and its successors and assigns.
- (n) Signing. The parties shall recognize the validity of the additional annexes, Consulting Proposals, invoices, and any other documents: correspondence and e-mails which are transferred pursuant to the terms of the Agreement through a variety of electronic channels of communication, including e-mail addresses. The parties acknowledge that the signature obtained through electronic communication channels on the electronic document is an analogue of the handwritten signature of the authorized person of the party from whom the document originates, and the other party will accept such documents as the original documents, to the extent that it is permitted by the applicable law.