This Agreement is entered into between:
(1) GOSCH DMO SPESIALISTEN, a company registered in Norway with company registration number 921825072 and its registered office at Storgata 2B 6300 ÅNDALSNES Norge (the Consultant) and
(2) [NAME OF BUSINESS], a company registered in Norway with company registration number [000000000] and its registered office at [BUSINESS ADRESS] 0000 [PLACE] Norge (the Customer),
referred to in this Agreement as the Parties and each a Party.
1.1 The Consultant shall provide the following consultancy services to the Customer:
1.2 Any changes to the Services must be agreed in writing, which includes email.
1.3 The Services shall commence on 01.01.2023 and shall be provided until 31.12.2023, unless the Services are cancelled earlier if and as permitted by this Agreement.
1.4 The Engagement shall be carried out by the following individuals: Fredrik Emil Gosch (Individual Consultant(s)).
2.1 The Price for the Services is as follows:
48.190 kroner
2.2 All prices are stated in Norwegian kroner exclusive of VAT.
2.3 The Consultant will issue invoices twice, once at the start of the Engagement and once at the termination of the Engagement.
2.4 Payment must be made within 30 days from receipt of a valid invoice.
2.5 If the Customer does not pay by the due date, the Consultant has the following rights:
If the Consultant chooses to suspend Services, all deadlines under this Agreement will automatically be extended for a period equal to the suspension period.
These rights are in addition to the Consultant's rights at law to recover payment for outstanding invoices, the right to claim interest on late payments in accordance with the Interest on Late Payments Act and any claims for breach of contract.
EXPENSES
2.6 In addition to the Price, the Consultant is entitled to invoice its documented expenses which are necessarily incurred in connection with the delivery of the Services as long as they fall within one of these categories: materials, travelling and other related expenses.
2.7 Any expenses must be pre-approved in writing by the Customer. Unapproved expenses will not be reimbursed.
3.1 The Consultant:
3.2 The Consultant is fully responsible for:
The Consultant shall indemnify the Customer for any and all financial losses and costs which arise as a result of the Consultant's breach of this clause.
3.3 The Consultant is responsible for all breaches by each of the Individual Consultants and any of its other employees who contribute to the provision of the Services.
4.1 Nothing in this Agreement gives the Customer any form of exclusivity. The Consultant is free to be engaged by, or have financial or other interests in, any other business, including direct competitors of the Customer.
5.1 The Parties are independent parties and the Services are provided on arm's length terms.
5.2 Nothing in this Agreement implies that either Party is entitled to:
6.1 Unless expressly agreed in writing by the Customer, the Consultant is not entitled to use any subcontractors, other than the Individual Consultants to provide the Services.
6.2 The Consultant is entitled to use third party debt recovery agents.
7.1 The Services cannot be cancelled. If the Customer decides that it does not want the Consultant to provide some or all of the Services, the Customer will still have to pay for the Services in full and comply with all payment obligations in this Agreement.
8.1 Ownership, copyright and other relevant intellectual property rights to results arising from the Services and all notes, recordings, documents or other materials or other similar assets produced by the Consultant in connection with the Services belong to the Customer. Title passes when payment for the Services has been made in full.
8.2 The Consultant shall retain all rights, titles and interests in and to the methods and tools that the Consultant owns at the date of entering into this Agreement and/or develops during the period of this Agreement, as well as any general knowledge that is built up during that period. This does not apply to any rights, materials or Confidential Information belonging to the Customer.
9.1 The Consultant owns and retains all property rights, copyright and other relevant tangible and intangible rights to any and all instructions, guides or course materials and other content used in providing the Services which are owned by the Consultant before it provides, or developed independently of the provision of, the Services ("Consultant Materials").
9.2 The Customer is not given any intellectual property or other rights to the Consultant’s Materials in connection with the Services. This means, among other things, that the Customer cannot:
10.1 A Party that receives Confidential Information must:
Each Party accepts that they must notify the other Party immediately if it becomes aware of any breach of this clause and take all necessary steps that the disclosing Party reasonably instructs in relation to the breach.
Each Party shall take the necessary steps to destroy and delete all Confidential Information in its possession within 30 days of the other Party's request.
The obligations in respect of Confidential Information continue for a period of two years after expiry or termination of this Agreement.
"Confidential Information" means information related to the Services and all information related to the Customer or the Consultant or any other persons involved in the purchase or delivery of the Services regardless of whether the information is marked or stated to be confidential.
Confidential Information includes, but is not limited to, all products, specifications, plans, models, drawings, designs, technical studies, data, commercial and/or financial information provided by either Party.
Confidential Information does not include information that the receiving Party can prove:
If the Customer considers that the Consultant is in breach of this Agreement, it should notify the Consultant immediately in writing setting out in detail the alleged breach. If the breach is capable of remedy, the Customer must give the Consultant a reasonable time (in any event not less than 10 days) to remedy the breach before exercising any other rights in contract or at law.
12.1 In the event of a material breach of this Agreement by one Party, the other Party can terminate this Agreement with immediate effect and claim damages for its loss. The Parties agree that there is a material breach if a Party or any of its employees or any Individual Consultant does any of the following:
The Party which is not in breach may terminate this Agreement with immediate effect with no liability other than any payment obligations of the Customer which have accrued but not been paid before termination of this Agreement.
12.2 In the event of any breach not expressly regulated by this Agreement, the other Party may exercise all rights it has under general principles of law.
12.3 The following does not apply to any liability to indemnify a Party or for breach of any provisions relating to Confidential Information or intellectual property:
13.1 A Party cannot claim breach of contract or other compensation for the consequences of a force majeure or other event if it is (a) beyond the control of a Party and (b) something that the other Party could not reasonably have been expected to have regulated when entering into the Agreement.
13.2 If the situation continues for a period of two months, either Party may terminate the Agreement with one month's written notice and no liability will accrue as a result of such termination.
14.1 To the extent necessary in order to deliver the Services, the Consultant will handle personal information received from the Customer. If personal information is collected and handled, the Consultant will inform the Customer about how personal information is being handled. The Consultant will process such personal data either as a data controller (when the data is not processed on instructions from the Customer or others), or as a data processor (when the data is processed on instructions from the Customer).
14.2 Processing of personal data as a data processor requires a separate data processor agreement. Personal data will only be processed as stated in the data processing agreement or in accordance with applicable law.
14.3 The Customer is responsible for ensuring that it has the necessary legal grounds from all individuals who have their personal data processed as part of the Services and for obtaining consent from those individuals to the extent necessary.
14.4 The Consultant may contact the Customer and its employees and other representatives in connection with marketing, including by e-mail, for example when developing or launching new services.
14.5 If the Customer does not agree with how personal data is processed by the Consultant, a complaint can be sent to the Norwegian Data Protection Authority, e-mail postkasse@datatilsynet.no, tel. 22 39 69 00 (www.datatilsynet.no).
15.1 Norwegian law applies to these Terms.
15.2 The Parties agree to try to resolve any dispute relating to these Terms amicably. If they do not reach an amicable resolution within a reasonable time (not to exceed 60 days), the Parties agree to submit to the jurisdiction of the Norwegian courts, the venue to be Møre og Romsdal tingrett.
This Agreement comes into force when it is signed by both Parties.
This Agreement has been prepared in two counterparts, one for each of the Parties.
On behalf of GOSCH DMO SPESIALISTEN:
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Fredrik Emil Gosch
On behalf of [NAME OF BUSINESS]:
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[SURNAME] [LAST NAME]
