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Consultancy Agreement Terms & Conditions

 

Effective date: October 1. 2021

 

1. Virinco Technology’s rights and duties

      • VT will perform the contracted tasks as defined between CLIENT and VT.
      • VT agrees to act loyally and solely attend to the CLIENT’s interests.
      • Within the framework of this Agreement VT is free to design and plan the execution of his/her services, incl. working hours and place of work. VT is also free as to which persons are to perform the practical execution of the work. The formation of this Agreement does not in any way restrict VT’s access to performing services for other CLIENTs/commissioning parties.
      • Upon the conclusion of the task VT undertakes to return all materials handed over by the CLIENT, and VT will at the same time hand over all documentation, guidelines, etc. worked out by VT as part of solving the task.
      • The CLIENT should not actively seek to recruit or employ any employee of VT until 2 years after termination of the last contract. In the occurrence of this event, VT is entitled to compensation of minimum 300 000 NOK. This compensation will come in addition to cost related to ongoing work covered by this Agreement that is performed by the employee during the notice period.

2. The clients contribution

      • During the performance of the task the CLIENT agrees to make human resources, documentation, software, charts, premises, etc. available to VT with a view to ensuring VT the optimum conditions for solving the task.
      • The CLIENT agrees to assist VT in providing any information about the CLIENT’s business, which VT happens to require to solve the task, incl. information about the technical, economic and organizational conditions.
      • The CLIENT will appoint one or more persons who have authority to enter into commitments on behalf of the CLIENT in relation to VT.

3. Reporting

      • Reporting of the project status will be agreed on individually per project

4. Payment

      • VT’s services will be paid on an hourly basis at standard rate. The fee rate will have a yearly index regulation based on “konsumprisindeksen” if no new Agreement has been released. VT’s fee will be paid out based on VT’s invoice which is to be submitted to the CLIENT monthly.
      • Travel time will be invoiced at 100% hourly rate for short travels, less than 2hrs. For longer travels, more than 2hrs, travel time will be invoiced at 50% hourly rate. Travelling expenses, subsistence allowance and overnight accommodation allowance are calculated in accordance with ”Rules for domestic travels at the Norwegian Government’s cost” (Regulativ for reiser for statens regning).
      • Payment of fees does not include VT’s outlays or extraordinary expenses in connection with materials, tools, software, sub-suppliers, certification etc. – subject to prior approval by the CLIENT.
      • VT’s fee falls due for payment 30 days from the date of VT’s invoice.
      • Overdue amounts are to bear interest at the rate applicable to interest on debts and damages from time to time.
      • VT’s fees and claim for refund of outlays and extraordinary expenses will be stated excl. of VAT.
      • If payment is not made as specified, this is considered a material breach of contract, cf. Clause 9. If payment is not made as specified, VT is entitled to cease work until payment has been effected.

5. Intellectual property rights

      • If it is agreed that the CLIENT has title to the finished products/outcome, the CLIENT’s title does not prevent VT from applying the know-how, methods and general knowledge, which he may have acquired during the performance of the task.
      • The CLIENT is responsible for securing any intellectual property rights which may have to be secured as a result of the task.
      • In all respects the CLIENT is responsible and liable that the work, which the CLIENT has requested VT to perform, does not infringe any third-party rights.

6. Time schedules and deadlines

      • VT may demand an extension of the time schedule agreed if the following circumstances cause a delay in solving the task:
        1. If, during the performance of the task, the CLIENT extends the scope of the task or changes its contents.
        2. If, in contravention of Clause 2 (THE CLIENT’S CONTRIBUTION), the CLIENT fails to make human resources, documentation, software, charts, premises and information available to VT during the performance of the task.
        3. If any other advisors/consultants/ suppliers do not supply their materials or provide their services within the contractual time limits thus preventing VT from performing his/her tasks.
        4. If the performance of the task depends on certain weather conditions and VT due to abnormal weather conditions for the season has been prevented from performing his/her task.
        5. If VT or other named persons, who are to perform the task, are affected by documental illness and consequently have been unable to work.
        6. If authorities fail to issue approvals, decisions or responses or supply materials or services within the time limits agreed.
        7. A public authority issues an order.
        8. Minimum a fortnight’s extension of time for the purposes of holidaymaking, if the execution of the task stretches over a period which includes the month of July.
        9. In case of other events beyond VT’s control and which it did not foresee or ought to have foreseen.

7. Liability for transgression of the limits/deadlines, errors and omissions

      • If VT exceeds the time schedule for a task without having a claim for extension of the time, VT will be held liable for the CLIENT’s loss in accordance with the general rules on delay of Norwegian law, subject to the limitations set out 2 to 7.5 below which will also apply in case of delays caused by VT.
      • VT is not liable for transgression of time limits/deadlines or delays caused by the CLIENT.
      • If the CLIENT exceeds his own time limits/deadlines, if any, without having a claim for extension of time, he will be held liable for VT’s loss in accordance with the general Norwegian law of damages.
      • VT is not liable for operating loss, loss of profits or any other indirect loss.
      • VT does not provide warranty for designed, developed or built outcome of this Agreement. Warranty on third party equipment accrues to the equipment supplier.

8. Termination

      • The parties may terminate this Agreement at one month’s notice for the first day of a month.
      • If this Agreement is terminated, VT will be entitled to a fee for work performed up to the expiry of the notice period.

9. Breach of contract

      • Either of the parties may terminate this Agreement without notice in case the other party commits a material breach.
      • If the CLIENT terminates this Agreement, VT may only claim a fee for that part of the work, which has been performed before the date of terminating.
      • In case of termination the CLIENT has a claim for cover of his loss in accordance with the general Norwegian rules of law.
      • Termination is conditional upon the party wanting to claim breach of contract having communicated in writing to the other party, detailing the nature of the breach and stating that this Agreement will be terminated unless the breach is remedied within twenty days.

10. Force majeure

      • The following circumstances will exempt from liability if they occur after the formation of this Agreement and prevent the performance of it: labour disputes or any other circumstances beyond the parties’ control, such as fire, war, mobilization or unforeseen military calling up, currency restrictions, riot or unrest, lack of means of transportation, general scarcity of goods, restrictions on motive power plus defects in or delay of supplies from suppliers or sub-suppliers caused by any of the above circumstances.
      • Either party is entitled to terminate this Agreement by written notice to the other party if performance of this Agreement becomes impossible within reasonable time due to one or more of the above circumstances in 1.

11. Confidentiality

      • The parties are mutually obliged to keep secret all information not universally known as well as any material about the other party.
      • This duty of secrecy covers employees, sub-suppliers and all other external advisors contributing to the performance of the task.
      • This duty of secrecy also applies after completion of the task and after the expiry of this Agreement.

12. Assignment of rights and duties

      • The parties may not without the other party’s written consent assign its rights or duties under this Agreement to any third party. (Such consent may not be refused without factual cause.)

13. Amendments

      • This Agreement may only be amended subject to a written schedule duly signed by both parties.

14. Law and venue

      • This agreement is governed by Norwegian law.
      • In case of disagreement between the parties as to the performance of this Agreement, the parties undertake to keep a conciliation meeting at eight days’ notice where the parties’ advisors, if any, will participate; the purpose of the meeting is to open negotiations with a view to solving the dispute.
      • If the conciliation meeting in 2 has been held without any agreement between the parties, either party is entitled to take legal action in accordance with 14.4 below.
      • Any disagreement or dispute between the parties as to the interpretation and scope of this Agreement is to be settled by a Norwegian court in accordance with the general Norwegian rules of law.

15. Costs and expenses

      • The parties bear their own costs and expenses in connection with the formation of this Agreement.
Should you have any questions about this Agreement, please contact or write to:
Virinco Technology AS, Grønland 1, 3045 Drammen, Norway.
virinco@virinco.com | www.virinco.com