General Terms and Conditions for Acquisition of Freelancer Services

1. Overview

By signing up for Pangara’s services, the user agrees to the following terms.

Pangara AB may amend this agreement from time to time by posting amended terms on the website, without notice to the user.

Pangara AB may without notice, change or add information described on the website. Pangara AB is not liable to you or anyone else if any error occurs in the information on the website or if that information is not current.

2. Engagement

2.1 Services. Pangara AB (the “Service Provider”) provides to the client (the “Client”) the service (the “Services”) as specified in a separate agreement (the “Service Agreement”).

2.2 Consultants. The Services shall be provided to the Client by the Service Provider’s consultants (the “Consultants”), as introduced by the Service Provider and approved by the Client and specified in the Service Agreement. Should the Client require new and or additional Freelancers to complete the Services, additional Service Agreements must be signed by the Parties for each such new and/or additional Consultant.

2.3 Location. The Services shall be provided from the location based on the Freelancers residence, if not otherwise is specified in the Service Agreement (the “Location”).

2.4 Service Period. The period during which the Services shall be provided (the “Service Period”) shall commence during the time specified in the Service Agreement unless the Service Agreement has been terminated in advance according to the terms in Section 7.

If the Client initiates the start of the Consultant work more than one week after the start date defined in the Service Agreement, the Client should reimburse the Service Provider with an hourly rate stipulated in the Service Agreement for 10 hours if nothing else is agreed in written between the Client and Consultant.

2.5 Non-Competition and Exclusivity Obligation. Except with the written consent of the Service Provider (which may be withheld for any reason), the Client may not, during the Service Period or any extended Service Period (if any) and for a period of  6 months following the Service Provider’s final invoicing of the Services or termination of a Service Agreement whichever comes first, either directly or indirectly engage the Freelancer on contract or freelancer basis to work for, assist or advice the Client in any trade or business of that the Client engages in (including but not limited to the Services, and any extension, expansion, amendment thereof and any new assignments in the field of software development and other IT related services). If the client wishes to employ the Freelancer for a permanent job during an ongoing assignment or within 6 months after the assignment ends, the Service Provider shall be compensated by a fee of 6 000 USD.

2.6 Equipment. The Service Provider will provide the necessary standard equipment in order to carry out the Services. Any software license or hardware required in order to provide the Services, however, must be paid by the Client. Any such acquisition must always be approved in advance by the Client in written.

2.7 Supervision. The Client will supervise and lead the Freelancer and make sure that information necessary for providing the Services is provided to the Freelancer.

3. Agreement Documents

Those tasks agreed to be undertaken by the Service Provider in compliance with these general conditions for the execution of consultant services are regulated and defined by the following agreement documents. In case the conditions are not uniform or contradictory documents shall be interpreted in the following order:

1)  The Service Agreement
2) This General Terms and Conditions for acquisition of freelancer services

4. Service Rate

4.1 Rate. In consideration of the provision of the Services the Client shall pay to the Service Provider an hourly rate (the “Rate”) for each Freelancer retained as mutually agreed in the Service Agreement.

4.2 Revision of Rate. Any change to the Rate shall be mutually agreed by the Client and Service Provider.

4.3 Payment of Service Fee. The Rate for any given month shall be paid by the Client to the Service Provider throughout the Service Period as stipulated by the conditions of the Service Agreement. Unless otherwise agreed in writing, the Client is not allowed to make any payments for the Services directly to the Freelancers.

4.4 Travel Expenses and Other Expenses. The Client shall reimburse the Service Provider for all reasonable, customary and necessary expenses incurred in connection with the Freelancer’s business trips/extended stays (including traveling costs, meal allowances and accommodation expenses but excluding travelling time) to locations other than the Location (as defined in Section 1.3) as required by the Client or otherwise in the performance of the Services hereunder. The Service Provider shall on a monthly basis account for such expenses by submitting an invoice itemizing such expenses and attaching receipts. The amount, nature and extent of such expenses must always be approved in advance by the Client in written.

5. Intellectual Property Rights

5.1 Intellectual Property Rights. Any intellectual property rights (including without limitation patents, trademarks, copyrights and trade secret rights) arising out of and originating from the Services provided under the Service Agreement (hereinafter, “IPRs”), whether created by the Service Provider, a Freelancer or the Client, or jointly by the Service Provider, a Freelancer and/or the Client, during the course of providing the Services (including but not limited to work, materials, documents, systems, programs and related documentations as well as parts thereof) will exclusively belong to and be vested in the Client, regardless of whether they are suitable to be patented, trademarked and/or copyrighted.

5.2 Assignment. The Service Provider shall unconditionally assign (where necessary by way of future assignment) any and all IPRs as set forth in Section 4.1 to the Client or its nominee absolutely and for the full term of such IPRs together with any extensions thereto, upon the completion of the Services contemplated under the Service Agreement or earlier termination of the Service Agreement as the case may be. The Service Provider shall do and execute or arrange for the doing and execution of, each necessary act, document and thing that the Client may consider necessary or desirable to perfect the right, title and interest of the Client or its nominee in and to those IPRs.

5.3 Registration. The Service Provider shall, at the Client’s cost and expense, cooperate with and assist the Client in the registration or recordation of the IPRs arising out of and originating from the Services provided hereunder as required by law.

6. Liability

6.1 The Service Provider is liable for all damage caused to the Client through the negligence of the Service Provider or the Freelancer. The Service Provider liability to the Client for such damage caused to the Client, unless intentional or in the event of gross negligence or that the Client’s conditions for the Services also encompass liability for the Client’s indirect losses, is to be limited to direct losses.

6.2 If the Freelancer has caused faults in the performance of the Services by being negligent, the Service Provider shall, without undue delay, make sure that the Freelancer rectify the faults provided that the customer has raised the claim within the time stipulated in paragraph 5.4. The Service Provider obligation to correct errors does not apply if the rectification would cause inconvenience and costs that are unreasonably high in relation to the significance of the error for the customer. In the event that the Service Provider has not rectified the error, the customer is entitled to a fair deduction of the compensation for the improperly performed work.

6.3 The Service Provider liability to pay damages is under all circumstances limited to the cover of the applicable indemnity insurance, but no more than an amount corresponding to three Swedish base amounts.

6.4 Claims for compensation directed toward the Service Provider cannot be applied if action is not commenced within one (1) month from the date the damage was incurred or when the Freelancer possessed knowledge about the circumstance upon which the action is grounded.

7. Discharge from liability

7.1 Neither party is liable for damage or non-completion of assignments as a result of Swedish or foreign statutes, acts of Swedish or foreign government authorities, acts of war, fire, epidemics, strikes, blockades, boycotts, lockouts or any similar such circumstances that a party does not prevail over.

8. Confidentiality

The Service Provider recognizes that during the course of its engagement as Service Provider under the Service Agreement, it may access and/or possess information regarding the Client’s business, secrets, concerns, affairs, figures, accounts, business sources, prices, technologies, business plans, market strategies, product designs, product costs, names and contact information of suppliers or customers, as well as financial and other proprietary information of the Client (collectively, the “Confidential Information”). Other than as is required by the applicable law, the course of the provision of the Services and without the written consent of the Client, in no circumstances may the Service Provider disclose to any person whatsoever any Confidential Information of the Client or any of its participants, subsidiaries or associated companies during the term of the Service Agreement or after its termination for any reason.

9. Marketing

9.1 The Service Provider is entitled to announce and present the cooperation with the Client for marketing purposes, e.g. using the brand name and logo.

9.2 All publications related to the Client must first be approved by the Client in all cases where the communication involves something beyond the fact that the Client is a Client or has been a Client.

9.3 The Service Provider has the right to perform customer surveys directed to all Client contact persons stated in the Service Agreements. The Client will be notified before each survey.

10. Termination

(a) During the term specified in the Service Agreement, the Service Provider or Client may terminate the Service Agreement by providing 10 business days’ prior written notice to the other party.

(a) The Service Agreement may be terminated effective immediately by the Service Provider or the Client in the event of occurrence of an Event of Force Majeure as set forth in Section 8.

(b) Upon the occurrence of any of the following events, a Party (the “Notifying Party”) may terminate a Service Agreement effective immediately upon the delivery of a written notice to such effect to the defaulting party (the “Defaulting Party”): (i) the Defaulting Party is terminated or dissolved prior to the date of expiration of the Service Agreement; or (ii) the Defaulting Party commits a material breach of the Service Agreement or this document and it fails to correct such material breach within 5 business days after the Notifying Party has delivered to the Defaulting Party written notice thereof.

11. Force Majeure

Event of Force Majeure. A Party who cannot perform its obligations under the Service Agreement (the “Hindered Party”) in full or in part as a direct result of an event that is unforeseeable and of which the occurrence and consequences cannot be prevented or avoided, such as natural disasters, fires, wars, civil unrest and strikes, embargoes, injunctions or other restraints and actions of government, or any other causes preventing such performance (an “Event of Force Majeure”), shall not be deemed to be in breach of the Service Agreement.

12. Governing Law and Dispute Resolution

12.1 Governing Law. The Service Agreement and these General Terms and Conditions shall be governed by the officially published and publicly available laws of Sweden.

12.2 Dispute Resolution. Any dispute, controversy or claim arising out of or in connection with the Service Agreement, or the breach, termination or invalidity thereof, is to be settled by Malmö District Court.