This user agreement (the ‘Agreement’) is an agreement between you (the ‘User’) and our company, 'Proteams IVS' (‘Proteams’, ‘we’ or ‘us’), based in Copenhagen, Denmark. You must read, agree with and accept all of the terms and conditions covered in this Agreement in order to use our website located at www.proteams.net (the ‘Website’) and all related websites and software, including mobile websites, and applications, and all related services provided by us (collectively with the Website, the ‘Platform’).
Proteams may make modifications, deletions and/or additions to this Agreement (‘Revisions’) at any time. Any Revisions will take effect when posted on the Website unless otherwise stated. If a revised version includes a Substantial Change, we will notify the Users, either with an email or through the Website user interface, within a reasonable period before the Substantial Change becomes effective. Your continued use of the Website or the Platform Services, after the effective date of a revised version of this Agreement, constitutes your acceptance of and agreement to be bound by the Terms of Service.
YOU UNDERSTAND THAT BY USING THE WEBSITE OR THE PLATFORM SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU SHALL NOT ACCESS OR USE THE PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, ‘USER’, ‘YOU’ AND ‘YOUR’ WILL REFER AND APPLY TO THAT ENTITY.
'Client' means any authorized User on Proteams Platform requesting Services to be performed by a Project Team. From time to time, Proteams may act as a Client or a Project Team, and the terms and conditions of this Agreement applicable to Clients or Project Teams will apply to Proteams when acting in this way.
'Client Owned Items' means directions, requirements, intellectual property and any other information or materials that a Project Team receives from a Client for a particular Project.
'Effective Date' means the date of acceptance of this Agreement.
'Fixed-Fee' means a fixed fee agreed between a Client and a Project Team, prior to the commencement of a Project, for the completion of all Services requested by Client for such Project.
'Fixed-Fee Project' means a Project for which Client is charged a Fixed-Fee.
'Hourly-Fee' means a fee charged per hour by a Project Team to a Client, for any kind of support Services in web, mobile development, design or any type of consultancy requested by Client.
'Hourly-Fee Project' means a Service for which Client is charged an Hourly-Fee.
'Member' means any company or individual professional utilizing the Proteams Platform as a User to offer Project based Services to Clients in return of either a Project Fee.
'Project' means a particular set of ongoing tasks for which a Client has requested Services to be performed by a Project Team and the Project Team has agreed on the Platform.
'Project Output' means any type of tangible or intangible output, either a product, report, or any other, created as a result of the work performed by the Project Team and delivered to the Client as a result of the services requested on Proteams Platform.
'Project Part' means any part of the Project plan prepared in order to follow up a set of tasks and milestones during the creation of Project Output.
'Project Plan' is the plan prepared by the Client and the Project Team before the Project starts. In order to create this plan, Parties define all the tasks and milestones to be performed during the Project with certain deadlines.
'Project Team' means a member of Proteams selected by the Client, or in some cases by Proteams, to perform services requested on the Proteams Platform in return of a Project Fee.
'Project Team Owned Items' means instructions, requests, intellectual property and any other information or materials that a Client receives from a Project Team for a particular Project.
'Project Fee' means: Fixed-Fee, Hourly-Fee, or any other payments paid by a Client for a Project.
'Proprietary Rights' means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, Service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
'Services' means web / mobile development, software development, design, marketing, sales, any kind of consulting Services (i.e. financial, law, IT, strategy or etc.), writing, translation, data entry, and any kind of general business and administrative Services and other knowledge-based or online Services.
'Total Fee' is the total of Project Fee and Proteams Service Fee.
'User' is any Party (either a Client, Member or any other), using or utilizing the Platform.
2. The Proteams Platform: Roles and Responsibilities
2.1 Marketplace. Proteams manages a network of selected professional teams, either boutique agencies or freelancer teams based in Europe, and giving high quality development, design and consultancy Services. Members are selected by Proteams based on certain criteria including but not limited to high service quality, specific technical or creative skills, experiences, and competitive pricing.
Each of Client, Member and Project Team are hereinafter referred to as a 'Party' or 'User' and together as the 'Parties' or 'Users'.
The Proteams Platform acts as a marketplace to connect Clients with the most suitable Members on its network. Membership to the Platform is free for all Users, either Clients or Teams.
2.2 Screening and Selection. Following a Client’s submission of its project on the Platform, Proteams understands the details about Client’s Service request. Then, Proteams screens its member network and selects the most suitable teams for the project (the ‘Project Team’), based on ideal technical skill set, relevant experiences, and service fee range, as well as criteria given by the Client.
2.3 Assignment. The Platform may either address the project directly to a certain team based on selection criteria, or gather the best offers from selected Members and ask the Client to choose its team among the best offers. After the Client’s approval of the selected Project Team, Parties discuss all the details of the project and its output (the ‘Project Output’) under the supervision of Proteams, and then finalize the planning of the project (the‘Project Plan’). The Project Plan will be divided into several parts (the ‘Project Parts’) in order to manage the process more effectively, as each Project Part will include critical milestones and their deadlines.
2.4 Service Agreements. After the project plan is finalized, an agreement is signed between the Client and Project Team (the ‘Service Agreement’), covering all the terms and conditions subject to Section 3 of this Agreement and any additional conditions by either Party. The Service Agreements refer Proteams as a third party beneficiary for the Services given in relation with the Proteams Platform.
2.5 Relationship Management. The Clients accepts and understands that Proteams does not provide project management Service, but reviews carefully whether the Project Teams work in line with the project plan, accomplish all milestones properly and do not miss any deadlines. Proteams is not legally responsible for any errors by the Project Team. In order to avoid delays in the Project Plan, Proteams also inspects whether Clients make their payments on time.
2.6 Transmission and Protection of Payments. In order to handle online credit card transactions and bank transfers with maximum security, Proteams works with an independent third-party payment platform (the ‘Payment Processor’). Hence, Proteams only reviews the transmission of payments from the Client on behalf of the Project Team through the Payment Processor. Proteams makes sure that the Client pays the Deposit before the Project starts and the remaining Project Fees at the end of each Project Part. Project Team starts working for the next Project Part after Client transfers the payment either for the deposit or for the previously completed Project Part. After the Client accepts the successful completion of a Project Part, the payment for that Project Part is collected from the Client by the Payment Processor and transferred directly and securely to the Project Team.
3. The Proteams Platform Policies, Rights and User Obligations
3.1. General User Obligations. All Users, either Clients or Project Teams, must comply with the terms and policies mentioned in this Agreement. By registering for an account on the Website, or by clicking to accept the Terms of Service when prompted on the Website, you are considered to have executed this Agreement electronically, effective on the date you register your account.
Proteams may modify these terms and policies at anytime, therefore the effective terms and policies presented on the Website should be taken into consideration.
You agree that you will use the Proteams Platform complying with applicable laws and ethical rules. You agree not to do any of the listed activities below while using or accessing the Proteams Platform:
Using any software, digital engine or robot, or any mechanism for gathering content or information provided on the Platform,
Unauthorized access to non-public parts of the Platform, computer or technical systems used by us or our affiliates,
Gathering and using private information including user names, email addresses, or any other information from the Platform out of the scope of your Projects associated with the Platform,
Trying to use the Platform in ways that are not specified in this Agreement for any commercial reasons or for the benefit of any third party,
Using the Platform and its Services for any illegal, hateful or racist, offend or threatening, harmful, unethical, immoral activities.
We reserve the right to investigate, cooperate with legal authorities or take legal actions for violations as mentioned above.
Users confirm the accuracy of the information that they share, use or transfer on the Proteams Platform. Users may be held legally responsible in case any incorrect information, or any comments, remarks, contents, or other information, which they post on Proteams Platform, damage other Users, third parties or Proteams.
Using the Proteams Platform, you should not post, use, transfer or obtain information or content as specified below:
Any illegal, hateful, racist, offensive, threatening, harmful, or immoral information or content,
Any threatening or offensive content or comments that can abuse the rights of another User or a third party,
Any fraud, misrepresentation or representations that could damage us, Users, or any 3rd party,
Any information of other Users or Proteams, out of the limits of the Project you and your company is involved with.
Any unauthorized private information about any other person or entity,
Any link, fine, information, or content that may allow the transfer of a virus to infect, and damage or control others’ computers or related systems,
Any statement or information, implying that you represent us, or affiliated with us, or any other 3rd party that you have no relation with.
Proteams is not legally responsible if any User or third party posts, uses, transfers or obtains any information or content as specified above. Proteams is not responsible for and does not guarantee the accuracy and reliability of the information or content posted by other Users on its Platform. Proteams reserves the right to remove or restrict access to any information or content posted or made available on the Proteams Platform if described as any of the mentioned issued above.
User interface is provided through www.proteams.net address and any other ways of access to the Proteams Platform is prohibited. Any information present on the platform should not be used for any purpose other than the purpose that was provided to you. The technical and operational functioning of the Proteams Platform should not be affected negatively in anyway.
3.2 Account Information and Security. Information on Proteams User Account must be real and verifiable. Proteams has the authority to request and verify the information you provide together with supporting documents at any time, and failure to provide true information or supporting documents is a violation of this agreement.
Each User account must be used by one person, and each person must use only one User account. Users should not share the account information with third parties and must not allow any third party to use his/her account, and accepts the responsibility for any use of or action taken through the use of the account by a third party.
If you suspect that your password has been lost or stolen, you must notify Proteams immediately via a written notice to email@example.com.
3.3 Eligibility. The Proteams Platform is available only to the use of individuals and corporate clients over the age of 18, and otherwise capable of becoming a party to this legally binding Agreement.
3.4 Enforcement. If Proteams believes that a Party has violated or acted inconsistently with the letter or spirit of this Agreement, violated Proteams’ rights or those of another party, or failed to execute or finalize a Project assigned via the Platform, Proteams has the right, but not the obligation, to suspend or cancel access to its network, and web interface. When your User account is cancelled, you may no longer have access to the Platform, including data, messages, files and other materials associated with your User account. In the event of suspension or termination of your account, you should not try to access the Platform using another User account or by creating a new account. Project Team accepts and understands that all intellectual property provided by Clients for the purposes of completing Services shall be returned immediately upon termination. Violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
3.5.1 Posting Projects. Clients should post new projects with a professional language, adding all the requested information correctly, and clearly. Our Relationship manager will assess new project posts opened on the Platform, and the posts that do not comply with this Agreement’s conditions or the ones lacking serious intentions will be ignored.
Project postings shall not request any Service that is illegal or violates intellectual property rights, copyrights or the terms of Service of another Service, product or website and shall not include offensive language or advertisements for other products or Services. Proteams has the right to ignore such posts, and to delete them from the Platform.
3.5.2 Project Management. Clients and Project Teams agree to have the responsibility of project management. Client agrees to respond promptly to communications with the Project Team, and supply the essential information for the execution of the Project. Project Team agrees to respond promptly to communications with the Client, and supply the essential status updates for the management of the Project within one (1) business day.
Project Team is responsible to use all necessary tools and resources to execute and finalize the project successfully. The Client has the right to demand specific tools or resources to be used in the Project. The additional costs of these specific tools and resources may be added to the Project Fees or paid directly by the Client, if mutually agreed in writing by the Project Team and Client.
Project Team should inform the Client beforehand, in case it is not in the situation to meet expectations mentioned in this Section.
3.6 Proprietary Rights. Proteams is the owner of all the intellectual property rights of all the contents, including but not limited to the brand name, logo, agreements, and codes on the platform. None of these materials, other than the ones available on ‘Press Kit’ page, can be used by another Party for any reason without the permission of Proteams. User shall not create a ‘link’ to the Platform, or ‘frame’ or ‘mirror’ any content on the Platform.
Proteams reserves the right to withdraw, expand and otherwise change the Proteams Platform at any time in Proteams's sole discretion.
3.7 Proteams' Compensation. Proteams Service Fees will not be refunded after Client’s approval for the completion of the first Project Part, even if the Service Agreements are not satisfactorily completed.
3.8 Invoicing and Payments.
3.8.1 Invoicing. Both Project Team and Proteams shall be entitled to issue invoices to the Client for their fees plus VAT upon the completion of the Project Output and final confirmation of the Client at the delivery process.
Project Team’s invoice shall be prepared in accordance with written instructions provided by the Client. All invoices, copies of invoices and other documents shall be sent to the respective parties at the mailing address(es) and/or e-mail address(es) mentioned in their Service Agreement.
In cases which the Proteams acts as a Project Team, Proteams is responsible for invoicing Project Fees plus value added taxes (VAT). In cases which Project Team consists of freelancers, the Client can either prepare expense vouchers for the members of the Project Team amounting to the Project Fee plus VAT, or the Client can ask Proteams to prepare invoices both for the Project Fee and the Proteams Service Fee plus VAT. For other cases, in which Project Teams are corporate entities, Project Teams should issue invoices including VAT or any other taxes required in their jurisdiction. Proteams has no responsibility related to invoicing in such cases that Project Teams are responsible of issuing invoices.
Proteams has the right, but not the obligation, to audit and monitor whether Project Team comply with applicable tax regulations. Project Team agrees to cooperate with Proteams and provide all the necessary documents in case of such an audit or monitoring request.
3.8.2 Deposit. Before the Project starts, Client has to pay a deposit in advance either by Credit Card or Bank Transfer to Proteams as a protection against counterfeit postings. Project Team starts working for the first Project Part after the approval by Proteams that the deposit payment by the Client is received through the Payment Processor. Deposit amount will be equal to 10% of the Total Fee agreed upon with the Client.
Client authorizes the Payment Processor to handle this transaction via credit card collection and bank transfer to Proteams, and authorizes Proteams to keep the deposit amount until the end of the Project. Deposits may be returned back to the Client in case the first Project Part is not satisfactorily completed due to any errors, delays or quality concerns caused by the Project Team. In any other case of Project Cancellation, deposits may be transferred to the Project Team. In such events, Proteams has the responsibility and the authority to decide the proportion of the deposit deserved by the Project Team.
The deposit payments made by Client shall be considered and recorded as ‘Deposits’ or ‘Advance Payments’ with regards to the Service Agreement to be signed with the Project Team.
3.8.3 Completion of Fixed-Fee Projects. Client should determine reasonably whether a Project Team has completed a Fixed-Fee Project. Proteams has no responsibility to verify whether a Fixed-Fee Project has been completed, except in case of a dispute, payment failure, or cancellation subject to Sections 2.8.5 and 2.8.6. In such a case, the right and the responsibility to verify how much of a Project Fee is deserved by the Project Team belongs to Proteams.
3.8.4 Payment Processor. The transfer of Project Fee and Deposit payments by the Client is handled by the Payment Processor as an independent third party. The payments will be collected from the Client and transferred to the Project Team after each respective Project Part is completed successfully and confirmed by the Client.
The processing of payments or credits will also be subject to the terms, conditions and privacy policies of the Payment Processor and the issuer of your credit card in addition to this Agreement. Proteams is not legally responsible for any errors by the Payment Processor or the issuer of your credit card.
3.8.5 Bank Transfers and Credit Card Payments. Client authorizes Proteams and its Payment Processor to handle credit card transactions and bank transfers regarding the payments for the Services purchased on the Platform.
Client and Project Team understands and accepts that their banks and the Payment Processor deducts their payment charges from the payment sent by the Client, and these charges shall be regarded and recorded as financial transaction costs related with the Project.
Each User understands and accepts the following terms related to payments and payment accounts:
i. Proteams represents both the Project Team and the Client as their agent, and hence the monitoring the transmission of payments is an important part of its Services. In accordance with this duty, Proteams works with a Payment Processor in order to make sure that the payments are transferred securely from the Client to the Project Team.
ii. Payments for completed Project Parts are transferred directly from the Client to the Project Team by the Payment Processor. Proteams only monitors these transactions and has no control or obligation regarding the transfer of payments.
iii. In case of a dispute, payment failure or cancellation explained in Sections 2.8.6 and 2.8.7, Proteams has the right to come to a conclusion in the name of both Parties as their independent agent.
iv. In case Proteams suspects a fraud or an abuse about the Project or the Client’s payments, it has the right to cancel or postpone the Project until the issue is resolved by legal authorities. In such cases, all the payments shall be terminated.
3.8.6 Disputes. If the Client and the Project Team disagrees about the completion of a Project Part, they should inform Proteams about the dispute. Client and Project Team put Proteams in charge of examining the cause of the dispute, and give Proteams an irrevocable right to decide whether the Project is totally or partially completed, what percentage of the Project is completed, and hence how much of the Project Fee is deserved by the Project Team.
For any disputes that might occur with Proteams, please refer to section 11.11.
3.8.7 Payment Failure and Project Cancellation. If the Client fails to pay the necessary amount on time for any Project Part, Payment Failure occurs and the following rules will apply:
i. During a Payment Failure status, any Project work will be stopped.
ii. The work for upcoming Project Part will start again after Client completes the necessary payment for the completed Project Part. In such a case, the deadline for the project will be postponed equal to the time lost during the payment failure status, and additional costs may apply if any payment commission or legal expenses occur due to the payment failure status.
iii. The Project Cancellation occurs, if the Client does not complete the missing payment within two (2) months after the Payment Failure occurs, or if the Client proposes to cancel the project due to any commercial reasons.
iv. Parties will be notified about the Project Cancellation via e-mail addresses associated with their User accounts.
v. In case of Project Cancellation, deposits paid by Client will not be returned and will be shared between Proteams and Project Team, depending on the amount of work completed for a certain Project Part.
3.8.8 Disintermediation. Any kind of communication between Client and Project Team urging or requesting handling payments or Services outside the Proteams Platform is a violation of this Agreement. Client shall make all payments regarding this Agreement through the Proteams Platform and its Payment Processor, unless Proteams’ Service rights are acquired in line with Section 2.8.10.
Client shall immediately notify Proteams, if a Project Team requests Client to make a payment through any other channel than Proteams. If a Project Team violates this section of this Agreement, Proteams will end its relationship with the Project Team, and prevent its access to the Platform. Project Team shall not accept any payments relating to this Agreement (including, without limitation, bonuses) from a Client directly or through any payment channels other than the Proteams Platform and its Payment Processor.
Project Team shall immediately notify Proteams if a Client offers to make a payment to Project Team through any other channel than Proteams. If a Client violates this section of this Agreement, it will owe Proteams fees equal to the applicable fees if the payments had been processed through Proteams Platform plus VAT.
3.8.9 Acquisition of Proteams’ Service Rights. If a Client identified a Project Team through the Proteams Platform, and wants to work with the Project Team outside of the Proteams Platform, it may receive Services from this Project Team only on the terms set forth below:
i. If two (2) years passes after the Client identifies the Project Team through the Proteams Platform, it is not necessary for the Client to pay any Proteams Service Fees or to acquire Proteams Service Rights for receiving Services from the Project Team.
ii. If it is less than two (2) years after the Client identifies the Project Team through the Proteams Platform, the Client shall pay Proteams either the Service Fees mentioned in Section 4 for each Service received or an ‘Acquisition Fee’ for the Proteams Service Rights in line with the rules set forth below:
iii. The Client should notify Proteams via firstname.lastname@example.org about its intent to pay the ‘Acquisition Fee’ instead of paying through the Platform for receiving Services from a Project Team identified through the Platform.
iv. Together with such notice, the Client will pay or authorize Proteams to deduct from its credit card linked to its account ten percent (10%) of the medium amount of the fee range estimated on the Platform for that Project.
v. The same rules apply to all projects until two (2) years pass after the Client identifies the Project Team through the Proteams Platform.
3.9 Audit Rights. Users shall create and maintain records of all the services given or received through Proteams Platform in compliance with their local regulations, and provide copies of such records to Proteams or its advisors upon request.
Proteams have the right, but not the obligation, to audit or monitor Project Team's operations and records related with Services given on Proteams Platform. Such audits and information requests may be periodic (i.e. annual, quarterly or monthly) depending on the frequency of Services given on the Platform. Information requests may include documents or details of Payments, Invoices or Taxes. On the other hand, this Agreement does not give Proteams the right to audit or monitor Project Team’s Services that are unrelated to the Proteams Platform.
4. Service Agreements between Clients and Project Teams
User acknowledges, and agrees that all Service Agreements between any Client and Project Team shall:
i. understand that Proteams is a marketplace and platform where Clients can find and hire Project Teams and work together on a Project,
ii. recognize, acknowledge and agree that Project Teams are not employees of Proteams or the Client and that Proteams does not, in any way, supervise, direct, or control Proteams' work or Services,
iii. accept that Proteams makes no representations as to the consistency, and capability of any Project Team or the excellence, security or legality of any Services, and Platform disclaims any and all liability relating thereto,
iv. understand and accept that Proteams has no control over Project Teams or over the Services of the Project Teams,
v. not assign Proteams any liability or obligation regarding any acts or errors by Users,
vi. not enter into any Projects outside the Platform on behalf of Proteams or make no representations of Proteams,
vii. not name Proteams as a party to the Service Agreement, but only as a third party beneficiary for the Services given in relation with the Proteams Platform,
viii. not in any way limit or modify Proteams's rights on the Service Agreement,
ix. accept that Proteams shall not have any liability or obligations under or related to the Service Agreement.
4.1 Services. Project Team shall pay attention to professional principles and work ethics while performing its Services. Under Fixed-Fee Projects, Project Team shall deliver the agreed-upon Project Output within the time period (and before the ‘Project Deadline’) as planned before the Project starts, unless challenged with any unplanned activities, any missing payments, any communication problems or any missing information due to the Client.
4.2 Project Team. Project Team may either be a boutique development or consulting company, a creative agency or a freelance team selected by Proteams. Project Team agrees and acknowledges that its Project personnel and any other employees are not employees of Proteams or the Client.
Project Team is responsible for all wages and any other benefits and expenses of its employees or Project personnel, and responsible to manage and control its employees. Project Team is also responsible for the Project management and Client relationship and satisfaction.
4.3 Fees. Client shall pay Project Team the Project Fee agreed through Proteams for the delivery and acceptance of the Project Output or any ongoing services. Client shall pay all fees in line with the directions and conditions of Proteams through the Proteams Platform.
4.4 Termination of a Service Agreement. The Client has the right to terminate a Service Agreement at any time. Unless mutually agreeable, the Client may not recover any Fee or Deposit payments made to the Project Team and/or Proteams. In case of any disputes, the conditions in Section 2.8.7 shall apply.
The Project Team may only terminate this Agreement only with a written agreement from the Client, or in the event of Project Cancellation as described in Section 2.8.7.
4.5 Assets. Project Team shall be responsible to obtain and manage all content, media, Services, rights and/or assets as may be required in connection with the development, testing, demonstration, performance, distribution and/or use of the Project Output.Accordingly, Project Team shall obtain and manage all rights to utilize and employ all logos, trademarks, text, graphics, content, images, photographs, models, video, animations, sounds, voices, audio, and/or other physical or digital assets (the ‘Project Assets’) used in connection with the Project Output. The additional costs of obtaining or creating specific Project Assets may be added to the Project Fees, if mutually agreed by the Project Team and Client.
During the Project period, Client grants Project Team a right to use some of its assets (the ‘Client Owned Assets’), which are essential for the performance of the Services, but this right may be limited to the Project period, and revocable at any time at Client’s discretion. Client is the owner of all rights on the Client Owned Assets at any time before or after the Project and the Service Agreement. Project Team shall immediately return all Client Owned Assets and all copies no later than fifteen (15) work days after the receipt of the Client’s written request either during the development of the Project, or after the completion or termination of the Service Agreement.
4.6 Project Output and Rights. Project Team acknowledges and agrees, on behalf of itself and its subsidiaries, that nothing in this Agreement shall convey, assign or otherwise transfer any title or ownership rights in or to any intellectual property rights of the Project Output to the Project Team or any of its subsidiaries after the delivery to the Client.
Client acknowledges and agrees on behalf of itself and its subsidiaries that any copyrightable works developed by the Project Team in connection with this Agreement shall be owned by the Project Team until Client transfers necessary payments for each related Project Part. In case of Project Cancellation mentioned in Section 2.8.7, the Project Team may retain full ownership of the Project Output after returning the exact amount received from the Client.
4.7 Pre-existing IP. Project Team shall assure that no Project Output created or delivered by Project Team includes pre-existing IP, whether such pre-existing intellectual property is owned by Project Team or a third party including, without limitation, code written by proprietary software companies or developers in the open source community (collectively ‘Pre-existing IP’) without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the Project Output. Project Team acknowledges that, without limiting any other remedies, Project Team shall not be entitled to payment for, and shall refund any payments for any Services performed on this Agreement, if the Project Output contains any Pre-existing IP that was not approved in accordance with this Section.
4.8 Worker classification. The personnel of the Project Teams are not employees of Proteams or the Client. This Agreement does not create a partnership or agency relationship between Client and Project Team. Client assumes all responsibility for proper classification of workers as independent Project Teams or employees based on applicable legal guidelines.
Proteams does not have any responsibility for any social security, withholding, unemployment, or other taxes regarding the personnel of any Project Team. Client and Project Team will be solely responsible for all tax returns and payments required to be filed with or made to any local tax authority with respect to Project Team's Services.
For any Project Service, Client may not require an exclusive relationship between Client and Project Team. A Project Team classified as independent Project Team, is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client. On the other hand for ‘Team as a Service’ assignments, Client may require an exclusive relationship between Client and Project Team.
Project Team acknowledges that Proteams does not have a responsibility, in any way, to manage or control Project Team's work or Services in any way. Proteams can not set the work hours or the location of work for Project Team. Proteams does not provide any training or any equipment, labor or materials to the Project Team for any Project.
Client and Project Team agree to indemnify, hold harmless and defend Proteams, its affiliates, directors, employees, and agents (each an ‘Indemnified Party’) from any and all claims arising out of or related to their Service Agreement, including but not limited to claims that Project Team was misclassified as an independent Project Team, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Project Team was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Proteams was an employer or joint employer of Project Team, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
4.9 Additional terms. On the Service Agreement, Client and Project Team may include additional terms to this Agreement, materially different than the Standard Terms; however, nothing in such agreement will in any way limit or modify Proteams’ rights or conditions defined in this Agreement.
For the penalty terms that Client may include in the Service Agreement, Parties should refer to Section 4.5
4.10 Entire Agreement. The terms and conditions set forth in this Section 3 and any additional or different terms agreed by Client and/or Project Team will constitute the entire agreement and understanding of Client and Project Team with respect to each Service Agreement and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them. At all times, Client and Project Team shall always remain subject to the terms of the Proteams User Agreement. Proteams shall not have any liability or obligations under or related to the Service Agreement.
5.1 Project Fee. The Client shall pay the Project Team for the fees agreed upon with the Project Team and Proteams. For the payment of the Project Fee, Parties shall act according to the terms set forth on Section 2.8 and this Section 4.
In addition to Fixed-Fee Development or Consultancy Services, Project Fee may also cover Maintenance Services or Hourly-Fees instead of or on top of a Fixed- Fee depending on the need of the Client. The Project Fee shall be the sole amount of compensation by the Project Team from the Client, and the Client shall have no obligation to pay any amount in excess of the Project Fee to the Project Team, except for any additional Project equipment or content that has to be purchased with the Client’s written approval or any bank charges that are deducted by Client’s bank. All amounts paid by Client shall be paid either via credit card or bank transfer through the Proteams Platform as the Project Team’s agent. The Total Cost of a Project for the Client will be the sum of the Project Fee and the Proteams Service fee.
After deducting Proteams Service Fee, and the payment commissions from the Project Fee, the Payment Processor transfers the remaining Fees to the Project Team.
5.2 Proteams Service Fee. Proteams earns a Service Fee for the use of Proteams Platform and its support services mentioned in the Section 1. For the payment of the Proteams Service Fee, Parties shall act according to the terms set forth on Section 2.8 and this Section 4.
Proteams Service Fee is charged to the Project Team, and is mostly equal to 10% of the Total Fee of any Development, Maintenance, Marketing, Design or Consulting services provided through the Proteams Platform. Proteams reserves the right to charge different ratios on the Total Fee.
5.3 Credit Card Payments. Client authorizes Proteams and its Payment Processor to run authorizations on its credit cards provided on the Platform for the services requested, to store credit card details as Client’s method of payment for Services, and to charge Client’s credit card for the Project Fee and the Proteams Service Fee.
5.4 Bank Payments. If Client decides to pay via bank transfer, it accepts to bear any payment commissions or charges by its own bank. Therefore, Client shall either inform its bank that it will bear all payment commissions or charges by its own bank, or complete any missing payments due to these commissions or charges with another payment. Proteams will inform the Client in case of any missing payments due to payment commissions or charges by Client’s bank.
On the other hand, Project Team and Proteams will bear any payment commissions or charges by Payment Processor’s receiving bank and share these cost according to the ratio of their fees on the total payment.
5.5 Penalty Terms. For any problems about the Project, such as missing deadlines or unsatisfactory outputs, The Client and Project team may agree on certain penalties on their Service Agreement. Under no circumstances, these penalty terms may relate to or affect Proteams and its Service Fee calculated based on the initial Project Fee. Monetary penalties determined on Service Agreement may be deducted from the Project Fee payments to the Project team, without any deductions on Proteams Service Fee.
6. Confidential Information
The Definition of "Confidential Information": The term "Confidential Information" shall mean all information disclosed by one Party to the other Party in connection with the Purpose, whether by their agents, principals, employees or representatives, and whether to the other Party's agent's principals, employees or representatives, including without limitation, all ideas improvements, inventions, methodologies, works and other innovations of any kind, authored, conceived, developed, made or reduced to practice by the disclosing Party, whether or not eligible for copyright, patent, trademark, trade secret or other legal protection (including, without limitation, formulas, processes, databases, mechanical and electronic hardware, electronic components, computers and their parts, computer programs and their documentation, encoding techniques, marketing and new product plans, production, processes, advertising, packaging and marketing techniques, marketing plans, product plans, technical plans, business strategies, strategic alliances and partners, financial information, engineering data, methodologies and processes, forecasts, personnel information, customer lists, trade secrets, product design, capabilities, specifications, the identify of potential and actual customers, and suppliers and all documentation, materials and media provided by one Party to the other).
Excluded Information: This Agreement shall not apply to any information:
(a) that has been or which becomes publicly known, through no wrongful act of either Party;
(b) that is made available to the receiving Party by a third party, through no wrongful act of such other third party;
(c) that was previously known to or subsequently independently developed by the receiving Party;
(d) which is required to be disclosed in order to comply with applicable law or regulation or with any requirement imposed by judicial or administrative process or any governmental or court order.
If a Client or Project Team shares Confidential Information with the other and/or Proteams, the recipient of this Information shall take all necessary and commercially reasonable precautions to protect the privacy of this Information. In addition, such Confidential Information shall not be shared with anyone else or used for any other purposes outside the scope of the Project without the permission of the owner.
When Confidential Information is not necessary for the development or performance of the Project any longer or at the owner’s written request, the Party with the other’s Confidential Information, considering its nature, shall either destroy all copies or return all copies to the owner. Each of Party, agrees to provide written certification to the other party disclosing the Confidential Information of compliance with this Section within fifteen (15) work days after the receipt of disclosing party’s written request to certify.
Without the prior written consent of each other, Parties shall not publish or publicize any Confidential or Non-Confidential Information about their business relationship. Without the prior written consent of the other Party, Parties may publicize their work relationship and include each other’s names, logos or any other Non-Confidential Information about the Project Output in marketing, promotional and demonstration materials.
7. Warranty Disclaimer
YOU AGREE THAT THE PROTEAMS PLATFORM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, SUITABILITY, AVAILABILITY, QUALITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, PROJECT OUTPUT, PLATFORM, QUALITY OR CAPACITY OF THE CLIENT OR THE PROJECT TEAM, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT (COLLECTIVELLY THE ‘DISCLAIMED ITEMS’).
PROTEAMS DOES NOT REPRESENT OR WARRANT THAT:
i. THE USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,
ii. THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
iii. ANY SAVED DATA ON PLATFORM WILL BE ACCURATE OR RELIABLE,
iv. THE QUALITY OF THE DISCLOSED ITEMS, AS WELL AS ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
v. ERRORS OR DEFECTS IN THE DISCLAIMED ITEMS WILL BE CORRECTED, OR
vi. THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ALL THE DISCLAIMED ITEMS ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PROTEAMS.
YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF THE DISCLAIMED ITEMS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8. Limitation of Liability
PROTEAMS, ITS AFFILIATES, RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES ARE NOT LIABLE AND ALSO NOT RESPONSIBLE FOR ANY DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR ANY OTHER KIND OF DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:
i. YOUR USE OF OR YOUR INABILITY TO USE OUR SITE OR SITE SERVICES;
ii. GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SITE OR SITE SERVICES;
iii. DELAYS OR DISRUPTIONS IN OUR SITE OR SITE SERVICES;
iv. VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING, OR LINKING TO, OUR SITE OR SITE SERVICES;
v. DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SITE OR SITE SERVICES;
vi. THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES’ USE OF THE SITE OR SITE SERVICES;
vii. YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF PROJECT TEAM INTRODUCED BY US;
viii. A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; AND
ix. YOUR LOSS OR DAMAGES AS A RESULT OF CHANGES TO THE TERMS OF SERVICE.
RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING THE INFORMATION AND SERVICES ON THE PROTEAMS PLATFORM RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USER OR THIRD PARTIES AND YOU EXPLICITLY WAIVE AND RELEASE PROTEAMS FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE PROTEAMS PLATFORM, OR IN ANY WAY RELATED TO THE CLIENT, PROJECT TEAM OR THIRD PARTIES INTRODUCED TO YOU BY THE PROTEAMS PLATFORM, OR WITH RESPECT TO THE PERFORMANCE OF ANY OBLIGATIONS WITH ANY CLIENT AND PROJECT TEAM, AS WELL AS ALL LOSSES RELATING THERETO.
THE AGGREGATE LIABILITY OF PROTEAMS, ITS AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF:
i. EUR 2,000; OR
ii. ANY SERVICE FEES RETAINED BY PROTEAMS WITH RESPECT TO PROJECTS ON WHICH USER WAS INVOLVED AS CLIENT OR PROJECT TEAM DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
Each Client and Project Team shall indemnify, defend and hold harmless Platform and its subsidiaries and affiliates, and each of their shareholders, directors officers, employees, agents, representatives and agents (each an ‘Indemnified Party’, and collectively the ‘Indemnified Parties’) from any and all claims, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, ruling, or settlement that any Project Output, Services or action or omission by such User violates Proprietary Rights or other rights of any third party.
Each Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to:
i. such Client’s use of Services, including without limitation claims by or on behalf of any Project Team for Worker's Compensation or unemployment benefits;
ii. any Service Agreement entered into between such Client and a Project Team; or
iii. any breach of their obligations set forth herein.
Each Project Team shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to:
i. such Project Team's provision of Services,
ii. any Service Agreement entered into between such Project Team and a Client; or
iii. any breach of their obligations set forth herein.
Any indemnity in favor of Proteams, and any release of Proteams, will also be interpreted as being an indemnity or release, as the case may be, of the Indemnified Parties.
10. Term and Termination.
10.1 Term. The term of this Agreement (the ‘Term’) shall initiate on the Effective Date and shall continue in full force and effect until terminated in accordance with Termination section below.
10.2 Termination. Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Agreements that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Agreements.
10.3 Consequences of Termination. Termination shall not relieve Client of the obligation to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Client following termination, and charged to Client’s credit card or other form of payment. All terms set forth herein, which by their nature survive termination, shall survive the termination of this Agreement.
11. General issues
11.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to its subject matter and cancels and supersedes any prior or concurrent discussions, agreements, representations, warranties, and other communications between them.
11.2 Side Agreements. Clients and Project Teams may enter into any other written agreement that they deem appropriate (e.g., confidentiality agreement, hiring agreement, assignment of rights, etc.), but which for greater certainty Proteams will not be a party to. The terms and conditions of this Agreement, however, will rule and supersede any term or condition in a side agreement that intents to expand Platform's obligations or restrict Platform's rights under this Agreement.
11.3 Compliance. User shall not violate any laws or third party rights on or related to the use of Platform. User agrees to comply with all applicable tax, employment, and import / export laws and third parties' Proprietary Rights. Nothing in this Agreement requires Proteams to supervise or monitor a User’s compliance with laws, this Agreement, or a Service Agreement.
11.4 Notices. Parties agree to use:
i. Electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and
ii. Electronic records to store information related to this Agreement or your use of the Platform.
Notices hereunder shall be invalid unless made in writing and given:
i. by Proteams via email (in each case to the address that you provide);
ii. a posting on the Platform Web/Mobile Site; or
iii. by you via email to email@example.com or to such other addresses as Platform may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
11.5 Modifications. No modification or amendment to this Agreement shall be binding upon Proteams unless in a written instrument signed by a duly authorized representative of Proteams.
11.6 No Waiver. The delay or failure of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of that party.
11.7 Assignment. Project Team and the Client may not assign this Agreement, or any of its rights or obligations hereunder, without Proteams’ prior written consent in the form of a written instrument signed by a duly authorized representative of Proteams (excluding signatures via any electronic communications). Any purported assignment or transfer in violation of this subsection shall be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
11.8 Severability. If any provision of this Agreement is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions; provided, however that if the parties are unable to change the provision, then the affected party may terminate this Agreement upon thirty (30) days notice. The illegality, invalidity, or unenforceability of such provision in any jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
11.9 Force Majeure. The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, wars, riots, strikes, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30-day period, the effect of the Force Majeure continues, the Agreement will terminate.
11.10 Language. The parties hereto acknowledge that they have requested and are satisfied that this Agreement be drawn up in English.
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
11 11 Governing Law and Settlement of Disputes
The governing law shall be the law of Switzerland. Any disputes shall first be settled by amicable negotiations. If an agreement is not reached within 3 weeks, the dispute shall then, if one of the parties so require, be settled by arbitration, as detailed below.
All disputes, disagreements or claims arising out of, or in connection with, this Agreement, including the existence, validity and termination of the same (hereinafter: ‘Dispute’), shall be referred for final disposition to arbitration in accordance with the Rules (‘Rules’) of the International Chamber of Commerce (‘ICC Arbitration’), with its Rules deemed included herein; and
(a) The arbitral tribunal shall consist of one arbitrator appointed by the ICC Arbitration;
(b) The place of arbitration shall be in Copenhagen;
(c) The English language shall be used for all arbitration proceedings;
(d) The Parties have agreed that any award of the aforesaid arbitral tribunal as well as the interim measures should be deemed the final disposition on the related matters and be fully enforceable.
11.12 Entire Understanding. This Agreement constitutes the entire understanding between the Parties and supersedes all negotiations, representations and agreements between the Parties with respect to the subject matter hereof.
If you have any questions or comments concerning this Agreement or its Terms you can always contact us at firstname.lastname@example.org