General Terms and Conditions for Conducting Freelancer Services

1. Overview

By signing up for Pangara freelancer services, the user agree 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 “Pangara”) provides freelancer services (the “Services”) to its clients (the “Client”). The Services shall be provided to the Client by the Pangara’s freelancers (the “Freelancer”), as introduced by the Pangara and approved by the Client and specified in a separate Service Agreement (the “Service Agreement”) between Pangara and the Freelancer. Pangara shall, in its own name, enter into a Service Agreement for the execution of the Services with the Client and the Freelancer.

2.2 Freelancers. The Freelancer to execute the Services shall be the person name given in the Service Agreement. It is not allowed for the Freelancer to use other persons to provide the Services without approval from Pangara and the Client in written.

The Freelancer shall represent and warrant that he/she is not prohibited under the applicable law to render the Services as specified in this agreement or in the Service Agreement and he/she is not a party to or subject to any agreement with any other party that would prevent him/her from providing the Services. He/she further represents and warrants that he/she is under no contractual commitments inconsistent with his obligations set forth in this agreement, performing the Services as set forth in the Service Agreement, or carrying out any other obligations pursuant to this agreement. The Freelancer warrants and guarantees that he has all the requisite government licenses, permits, and approvals to allow him/her to lawfully carry out the Services contemplated in this agreement or the Service Agreement.

The Freelancer is to ensure to have the adequate competence for the Services in question.

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.

The Freelancer agrees to execute the Services as specified in the Service Agreement within the framework of the timetable agreed upon.

If the Client initiate the start of the Freelancers work more than one week after the start date defined in the Service Agreement, Pangara should reimburse the Freelancer with a hourly rate stipulated in the Service Agreement for 10 hours if nothing else is agreed in written between the Client and Freelancer.

2.5 Non-Competition and Exclusivity Obligation. Except with the written consent of the Pangara (which may be withheld for any reason), the Freelancer may not, during the Service Period or any extended Service Period (if any) and for a period of  6 months following the Pangara’s final invoicing of the Services or termination of a Service Agreement whichever comes first, either directly or indirectly engage the Client 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). Should the Freelancer undertake Services in violation stipulated in this section, Pangara is entitled to a penalty of 4 000 USD from the Freelancer.

2.6 Equipment. The Freelancer shall 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, should be paid by Pangara or 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.

2.8 Relationship. Nothing in this agreement or in the Service Agreement shall create, or be considered to be an extension of, an employer-employee relationship between the Freelancer and Pangara or any of its affiliates for any purpose whatsoever.

3. Agreement Documents

Those tasks agreed to be undertaken by the Freelancer in compliance with these general conditions for the execution of the 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 agreement (General Terms and Conditions for conducting freelancer services)

4. Service Rate

4.1 Rate. In consideration of the provision of the Services Pangara shall pay to the Freelancer a gross hourly rate (the “Rate”) as mutually agreed to by the Parties and set out in the Service Agreement.

4.2 Revision of Rate. Despite any changes in the Services type, scope or duration, the Freelancer fee shall remain the same unless otherwise agreed upon in writing.

4.3 Time reporting. The Freelancer shall report worked hours according to Pangara routines. The time reports form the basis for invoicing and payment. If nothing else been agreed in written, Pangara only pay for hours actually worked and reported.

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

Payment from Pangara to the Freelancer shall after receipt of billing documents be made within five (5) business days from payment being obtained from the Client pertaining to the Freelancers work. The Freelancer is only entitled to payment to the extent that Pangara has received payment from the Client.

In the event that the Freelancer does not receive payment for completed work due to Pangara not having received payment from the Client, Pangara shall, at the Freelancers request, undertake the measures necessary to collect accounts receivable vis-à-vis the Client pertaining to the Freelancers work.

4.5 Travel Expenses and Other Expenses. The Freelancer shall reimburse Pangara for all reasonable, customary and necessary expenses incurred in connection with the Freelancers 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 Freelancer shall on a monthly basis account for such expenses by submitting a signed 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 Pangara, the Freelancer or the Client, or jointly by the Pangara, 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. Freelancer 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. Freelancer 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. Freelancer shall 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. Pangara should reimburse the Freelancer for such work effort.

6. Liability

6.1 The Freelancer is liable for all damage caused to Pangara or the Client through the negligence of the Freelancer. The Freelancers liability to Pangara for such damage caused to Pangara or 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 Should there be faults in the Freelancers work, the Freelancer is to rectify them at its own expense.

6.3 Pangara is liable for all losses caused to the Freelancer through negligence by Pangara. Pangaras indemnity liability vis-à-vis the Freelancer, unless in the event of intentional acts or gross negligence, is limited to direct losses.

6.4 Pangaras 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.

6.5 Claims for compensation directed toward Pangara or the Freelancer cannot be applied if action is not commenced within three (3) months from the date the damage was incurred or when the Freelancer, Client or Pangara possessed or should have 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 Freelancer recognizes that during the course of its engagement 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 Freelancer 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. Termination

(a) During the term specified in the Service Agreement, Pangara or the Freelancer may terminate the Service Agreement by providing 30 business days’ prior written notice to the other Party.

(a) The Service Agreement may be terminated effective immediately by either Party in the event of occurrence of an Event of Force Majeure as set forth in Section 9.

(b) Upon the occurrence of any of the following events, a notifying 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.

10. 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.

11. Governing Law and Dispute Resolution

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

11.2 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.