This agreement for the use of Consultant Mediation (as defined in clause 2) ("Agreement") is en-tered into between Libersu ApS, CVR. no. 44208121, Krogholmgårdsvej 66 Trørød, 2950 Vedbæk ("Libersu") and any user utilizing the Consultant Forum to establish contact with companies within the Life Science Industry ("Consultant").
CONSULTANT FORUM
The Consultant Forum refers to Libersu's assistance in facilitating contact between independent consultants in the Life Science industry and companies ("Companies") seeking independent con-sultants for, for example, temporary employment, specific defined consulting tasks, etc.
The Consultant Forum is entered into by the Consultant registering in Libersu's consultant database ("Consultant Database") by providing their name, telephone number, email address, CV, and other relevant information.
Companies send relevant job postings and specific inquiries to Libersu. Libersu matches these in-quiries against the Consultant Database to find a match for the specific task. If a Consultant match-es the inquiry, the Consultant is contacted to determine if they wish to enter into direct dialogue with the Company. Upon confirmation from the Consultant, the Company and the Consultant may then engage in independent dialogue and negotiation for a specific agreement.
Libersu assumes no responsibility for further activities between the parties, including the Consult-ant's negotiations with Companies, and whether the Consultant enters into agreement(s) with Company(ies) or not. Libersu also cannot guarantee that the Consultant will be contacted about specific tasks or the number thereof.
INTELLECTUAL PROPERTY RIGHTS
All rights relating to Consultant Mediation and the Consultant Database, including all terms, de-scriptions, data, know-how, and procedures, are solely owned by Libersu.
Any form of copying, imitation, or reproduction is prohibited without prior written consent from Libersu. Any such consent is individual and unique and cannot be reused.
Any infringement will result in liability for damages and legal action.
PRICE AND PAYMENT TERMS
The Consultant obtains the right to use the Consultant Forum in exchange for payment of an on-going fee.
Applicable prices are available on Libersu.com.
All prices are stated in Danish kroner and are exclusive of VAT and other taxes/fees. Each party is responsible for its own compliance with applicable legislation regarding VAT and other taxes/fees.
Libersu invoices the Consultant monthly in advance for the ongoing subscription. The payment terms are 14 days from the invoice date.
Interest accrues on overdue payments in accordance with applicable law.
Libersu may adjust the agreed prices for Consultant Mediation annually with effect from January 1st. The adjustment cannot exceed 5%.
No set-off can be made against Libersu's invoices.
USE OF SUBCONTRACTORS
Libersu may use subcontractors in the provision of Consultant Mediation and the Consultant Data-base.
Libersu is directly responsible for the services provided by a subcontractor, in the same manner as if they were provided by Libersu itself.
LIABILITY AND LIMITATION OF LIABILITY
Libersu's liability for breach, including for defects and deficiencies, expires no later than 6 months after the breach occurred.
Libersu is not liable for indirect losses or consequential damages, including the Consultant's lost profits or earnings, expected earnings, loss of business, loss of goodwill, or diminished business value.
Libersu's total liability for claims in a 12-month period, whether based on contract, tort, statutory duty, Article 82 of the General Data Protection Regulation, or otherwise, is limited to an amount equal to 100% of the payments received by Libersu under the Agreement for the same 12-month period.
The limitations of liability do not limit a party's liability for:
a) Losses that cannot be excluded or limited under applicable mandatory law.
b) Breach of confidentiality obligations as stated in the Agreement.
c) Gross negligence, willful misconduct, or fraud.
As a mediator and Forum, Libersu is not liable for any actions, errors, omissions, representations, warranties, delays, cancellations, oversights, failure to pay fees, or other matters by Companies, re-sulting in any loss.
CONFIDENTIALITY
The parties shall not disclose confidential information received as part of the Agreement about the other party unless necessary for the fulfillment of the Agreement.
Libersu may disclose confidential information from the Consultant Database in connection with the Consultant Forum to a specific Company after agreement with the Consultant.
A party may also disclose confidential information to its representatives, including legal advisors, consultants, etc., if such disclosure is necessary for them to perform their tasks or functions in rela-tion to the Consultant Forum or this Agreement. A party may also disclose confidential information when obligated to do so by applicable law or by an order from a court or a public authority acting within its powers.
The obligations regarding confidentiality do not apply to information that:
a) The receiving party is or becomes aware of without being subject to confidentiality obligations.
b) Is independently developed by the receiving party.
c) Is public.
Personal data covered by data protection legislation is not confidential information per se.
This clause 7 shall survive the termination of the Agreement, regardless of the reason for termina-tion.
DATA SHARING AND PERSONAL DATA
The Consultant retains all rights, including intellectual property rights, to their own data.
The Consultant is responsible for the accuracy and integrity of the data provided to Libersu as part of the Consultant Forum.
8.3 When Libersu processes personal data about the Consultant as part of the Consultant Forum, Libersu acts as an independent data controller. Libersu's processing of personal data is further de-scribed in Libersu's privacy policy
FORCE MAJEURE
Libersu shall not be considered to have breached its obligations to the extent and for the duration during which Libersu is prevented from fulfilling the relevant obligation due to a force majeure event.
Force majeure events include natural disasters, war, mobilization, breakdowns in telecommunica-tions/infrastructure not provided by Libersu, external security incidents (such as hacking attacks, computer virus attacks, or other destructive behavior by third parties), and similar circumstances, health and safety restrictions and recommendations issued by public authorities, pandemics, epi-demics, strikes, lockouts, fires, damage to production facilities, import and export regulations, and other unforeseeable circumstances beyond the control of the affected party.
CONFIRMATION AND TERMINATION
The parties may only transfer rights and obligations under the Agreement to a third party with the prior written consent of the other party, which consent may not be withheld or delayed unreason-ably.
Notwithstanding any conflicting provisions, Libersu may, at its discretion, transfer the Agreement, in whole or in part, to (a) one of Libersu's affiliated companies or (b) to a third party as part of a divestment of one or more of its companies, business units, etc.
CONFIRMATION AND TERMINATION
The Agreement comes into force upon the Consultant's registration in the consultant database on Libersu.com ("Commencement Date").
The Agreement is non-terminable by the parties for a period of 3 months from the Commence-ment Date.
Thereafter, the Agreement may be terminated by either party with 30 days' written notice, to expire at the end of a calendar month.
The parties may terminate the Agreement with immediate effect in the event of:
a) Material breach by the other party not remedied within 30 days after receipt of written no-tice from the non-breaching party.
b) Material breach by a party that cannot be remedied.
c) Bankruptcy of a party, subject to the bankruptcy estate to assume the Agreement to the extent permitted by bankruptcy law or equivalent applicable law.
d) Non-payment of outstanding amounts by the Consultant.
Termination, regardless of the cause, shall have prospective effect only (ex nunc) and does not entitle refund of amounts already paid.
VALIDITY AND SEVERABILITY OF TERMS
If any provision is deemed unlawful, invalid, or unenforceable, such provision shall be enforced to the fullest extent permitted by law, and such provision shall not affect the legality and validity of the remaining provisions.
LAW AND DISPUTES
The Agreement is governed by and shall be construed in accordance with Danish law, except for (a) rules leading to the application of other laws, and (b) the United Nations Convention on Con-tracts for the International Sale of Goods (CISG).
Any dispute or claim arising out of or in connection with the Agreement shall be settled by the Danish courts with the City Court of Copenhagen as the agreed venue.
