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# Terms Conditions For Consulting or Contribution Agreement
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THESE TERMS AND CONDITIONS (THE "**AGREEMENTS**") CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“CONSULTANT","CONTRACTOR", "CONTRIBUTOR", “**YOU**", OR “**YOURS**”) AND TRC (“**THREEFOLD**”, “**COMPANY**,” “**US**,” “**WE**” OR “**OUR**”), GOVERNING THE TERMS OF YOUR PARTICIPATION AS A CONTRIBUTOR, CONSULTANT ,PARTNER, CUSTOMER, FARMER OR USER IN THE THREEFOLD GRID. YOU UNDERSTAND AND AGREE THAT BY ACCEPTING THE TERMS OF THIS AGREEMENT, BY SIGNING AN AGREEMENT WHICH LINKS TO THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE THAT YOU HAVE SIGNED THE ABOVE MENTIONED AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OLD OR OLDER AND HAVE THE RIGHT AND AUTHORITY TO ENTER INTO AND COMPLY WITH THE TERMS OF THIS AGREEMENT.
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THESE TERMS AND CONDITIONS (THE "**AGREEMENTS**") CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU ("CONSULTANT","CONTRACTOR", "CONTRIBUTOR", "**YOU**", OR "**YOURS**") AND TRC ("**THREEFOLD**", "**COMPANY**","**US**","**WE**" OR "**OUR**"), GOVERNING THE TERMS OF YOUR PARTICIPATION AS A CONTRIBUTOR, CONSULTANT ,PARTNER, CUSTOMER, FARMER OR USER IN THE THREEFOLD GRID. YOU UNDERSTAND AND AGREE THAT BY ACCEPTING THE TERMS OF THIS AGREEMENT, BY SIGNING AN AGREEMENT WHICH LINKS TO THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE THAT YOU HAVE SIGNED THE ABOVE MENTIONED AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OLD OR OLDER AND HAVE THE RIGHT AND AUTHORITY TO ENTER INTO AND COMPLY WITH THE TERMS OF THIS AGREEMENT.
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### Definitions
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In this Agreement, the following terms shall have the following meaning:
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#### - “Affiliated Companies”:
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#### - "Affiliated Companies":
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means all entities in relation ThreeFold (ThreeFold S.A., TF Tech NV, ThreeFold DMCC, ThreeFold Labs IT, ThreeFold VZW, TF Hub BVI, ThreeFold AG)
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#### - “Net Cash Margin”:
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#### - "Net Cash Margin":
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means the cash as received on the bank account of the Company for the benefit of Company and Affiliated Companies minus all direct and indirect costs for the project at that point or in the future.
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#### - “Qualified Lead”:
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#### - "Qualified Lead":
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means specific named prospect, being a person/s or legal entity which has been independently identified by Consultant, and which prior to such identification was not yet in contact with Company or any Affiliated Companies and for which the referrer had registered the details of the prospect on the Company’s Project Management Tool and Company had subsequently agreed (in writing or by email) that is accepted as a Qualified Lead.
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#### - “Base Salary”:
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#### - "Base Salary":
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means the minimum amount to be received, per month, as an exchange for the services and time.
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#### - “Accelerated Salary”:
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#### - "Accelerated Salary":
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means the salary to be received minus the already paid Base Salary after the Net Cash reaches the Company or Affiliate Company’s Bank Account. The amount received is the minimum amount between 25% of Net Cash received on the Company or Affiliate Company’s Bank Account and the Accelerated Salary highlighted in Section 5. It is aggregated for up to 3 months.
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#### - “Maximum Salary”:
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#### - "Maximum Salary":
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means the maximum salary that Consultant shall received minus the already paid Base Salary, Accelerated Salary and Funding Salary. Maximum Salary is achieved when a new Net Cash has reached the Company or Affiliate Company’s Bank Account. Maximum Salary is aggregated for up to 12 months.
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3.1. Basic Term
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The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit B for the period (the “Consulting Period”) commencing on the date of this Agreement and ending upon the earlier of (i) 12 months after the date of this Agreement, (the “Term Date”), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company’s obligations hereunder shall end.
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The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit B for the period (the "Consulting Period") commencing on the date of this Agreement and ending upon the earlier of (i) 12 months after the date of this Agreement, (the "Term Date"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company’s obligations hereunder shall end.
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3.2. Renewal
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Subject to Section 7, the Consulting Period will be automatically renewed for an additional 12 months period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice 15 days in advance of the beginning of any 12 months renewal period that the Consulting Period is to be terminated. Either party’s right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause.
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4. Duties and Responsibilities
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@@ -49,7 +49,7 @@ d. Personnel supplied by Consultant to provide services to Company under this Ag
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### Base Salary
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In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid the “Base Salary” as mentioned in agreement, payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement.
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In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid the "Base Salary" as mentioned in agreement, payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement.
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### Accelerated Salary
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@@ -67,9 +67,9 @@ For example (2): After 3 months, Consultant closed a Corporate Deal worth of 100
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Total Salary: 2,500 Euros per month
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#### 5.1.3 Maximum Salary
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As per its corresponding definition highlighted in the Exhibit A, Consultant shall be paid a salary up to 25,000 Euros per month for up to 12 months according to the 5% commission (“Commission Percentage”) on the Net Cash Margin received on Company and Affiliated Companies’ Bank Account (“Maximum Salary”). Commission shall deduct all the already paid Base Salary and Accelerated Salary.
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As per its corresponding definition highlighted in the Exhibit A, Consultant shall be paid a salary up to 25,000 Euros per month for up to 12 months according to the 5% commission ("Commission Percentage") on the Net Cash Margin received on Company and Affiliated Companies’ Bank Account ("Maximum Salary"). Commission shall deduct all the already paid Base Salary and Accelerated Salary.
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Formula - Number of Month (“M”) : minimum{((Commission Percentage Net Cash Margin) Maximum Salary);12}
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Formula - Number of Month ("M") : minimum{((Commission Percentage Net Cash Margin) Maximum Salary);12}
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Where;
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M 1
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@@ -94,9 +94,9 @@ Consultant shall receive 2 (two) Reward Tokens on a monthly basis as part of the
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5.3. Compensation Payment
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The Consultant and Company agree that payments are done using the digital Currency USDC on the Stellar blockchain.
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5.4. Expenses
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The Company shall reimburse Consultant for reasonable travel and other business expenses (“Expenses”) incurred by its Agents in the performance of the duties hereunder in accordance with the Company’s general policies, as they may be amended from time to time during the course of this Agreement, but subject always to the provision by the Consultant of written statements evidencing such expenses.
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The Company shall reimburse Consultant for reasonable travel and other business expenses ("Expenses") incurred by its Agents in the performance of the duties hereunder in accordance with the Company’s general policies, as they may be amended from time to time during the course of this Agreement, but subject always to the provision by the Consultant of written statements evidencing such expenses.
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All Expenses shall be registered in detail in the “Travel and Expenses Circle” highlighted in Exhibit B in order to seek for approval by the Company.
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All Expenses shall be registered in detail in the "Travel and Expenses Circle" highlighted in Exhibit B in order to seek for approval by the Company.
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5.4 Bank Details
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The Consultant Shall receive remuneration amount mentioned in 5.1 in the following Digital Wallet
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@@ -131,7 +131,7 @@ Consultant's services will be rendered largely remotely, but Consultant will, on
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12. Time Devoted to Work
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In the performance of the services, the aforesaid services and the hours Consultant is to work on any given day will be entirely within Consultant's control and Company will rely upon Consultant to put in such a number of hours as is reasonably necessary to fulfill the spirit and purpose of this contract. This arrangement will probably take about days of work per week although there undoubtedly will be some weeks during which Consultant may not perform any services at all or, on the other hand, may work practically the full week.
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13. Confidential Information
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Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs including, for the avoidance of doubt, and any personal data relating to an employee, director, contractor, customer, supplier, investor or business partner of Such Other Party, and any information or data relating to the software or the code written,developed or used by (or on behalf of) the Company, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.
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Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other Party"), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs including, for the avoidance of doubt, and any personal data relating to an employee, director, contractor, customer, supplier, investor or business partner of Such Other Party, and any information or data relating to the software or the code written,developed or used by (or on behalf of) the Company, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.
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Consultant hereby acknowledges that during the performance of this contract, the Consultant may learn or receive confidential Company information and therefore Consultant hereby confirms that all such information relating to the client’s business will be kept confidential by the Consultant, except to the extent that such information is required to be divulged to the consultant’s clerical or support staff or associates in order to enable Consultant to perform Consultant’s contract obligation.
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@@ -172,7 +172,7 @@ Consultant warrants to the Company that the material, analysis, data, programs a
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Without any prejudice or restriction to the rights of The Company, the Consultant will fully indemnify and hold The Company harmless from and against all claims, damages, losses and expenses arising out of or resulting from the delivery of the services provided under this contract and caused by the Consultant and/or the violation by the Consultant of its obligations under this contract or under any applicable laws or regulations
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20. Intellectual Property Rights
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Consultant explicitly agrees that any and all rights, claims and interests, to their full extent, with regard to all ideas, concepts, discoveries, inventions, documents, projects, methods, instruments, materials, techniques, models, technical realisations, improvements, software, knowhow and other creations of any nature whatsoever which have been conceived, invented and/or created by the Consultant, either alone or jointly with others, with or without intervention of The Company in any way whatsoever or within or outside its premises, during, under or due to this Agreement or otherwise in the hands of the Consultant, or linked or in any way related to the activities of The Company, including all preparatory elements dated prior to this Agreement or beyond the scope of this Agreement (the “Works”) including but not limited to (the right to apply for the registration of) patent rights, design rights, trademark rights, database rights, copyrights, neighbouring rights, rights in computer programs, as well as all patrimonial rights with respect to these rights such as the right of exploitation, reproduction, distribution, communication to the public, adaptation and translation, by any and all means, under whatever form, on whatever carrier and for whatever purpose, for all known, unknown and future exploitation forms, and to the fullest extent permitted by applicable law any and all moral rights (the “Intellectual Property Rights”), are, at the time of their conception, invention or creation, transferred to The Company exclusively, unconditionally, eternally, irrevocably and for the whole world and will thus belong to The Company. Should the transfer of moral rights be limited by law, Consultant will never seek to enforce its moral rights in a manner that would limit or damage the normal activities of The Company (or its licensees or assignees).
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Consultant explicitly agrees that any and all rights, claims and interests, to their full extent, with regard to all ideas, concepts, discoveries, inventions, documents, projects, methods, instruments, materials, techniques, models, technical realisations, improvements, software, knowhow and other creations of any nature whatsoever which have been conceived, invented and/or created by the Consultant, either alone or jointly with others, with or without intervention of The Company in any way whatsoever or within or outside its premises, during, under or due to this Agreement or otherwise in the hands of the Consultant, or linked or in any way related to the activities of The Company, including all preparatory elements dated prior to this Agreement or beyond the scope of this Agreement (the "Works") including but not limited to (the right to apply for the registration of) patent rights, design rights, trademark rights, database rights, copyrights, neighbouring rights, rights in computer programs, as well as all patrimonial rights with respect to these rights such as the right of exploitation, reproduction, distribution, communication to the public, adaptation and translation, by any and all means, under whatever form, on whatever carrier and for whatever purpose, for all known, unknown and future exploitation forms, and to the fullest extent permitted by applicable law any and all moral rights (the "Intellectual Property Rights"), are, at the time of their conception, invention or creation, transferred to The Company exclusively, unconditionally, eternally, irrevocably and for the whole world and will thus belong to The Company. Should the transfer of moral rights be limited by law, Consultant will never seek to enforce its moral rights in a manner that would limit or damage the normal activities of The Company (or its licensees or assignees).
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The Consultant accepts that The Company acts, as of the signing of this contract, as the exclusive representative of the Consultant for the exercise of the moral rights on the Works, such as the right of disclosure or of paternity concerning the Works. The Consultant recognizes that the Company (and/or its partners and customers) will have the sole right to determine whether, when and how the Works will be exploited, it being specified that Works which are not exploited will also remain the exclusive property of Threefold Labs IT. The Consultant will refrain from invoking against the Company (and/or its partners and customers) its moral right with regard to the integrity of the Works and thus will not object to any adaptation or modification of the Works, provided that this does not harm its reputation. The Consultant authorises the Company (and/or its partners and customers) to exploit the Works without mentioning the name of the Consultant and to affix to it any distinctive sign of its choice. The Company (or its licensees and assigns) can license and/or otherwise assign these rights to third parties, during this Agreement as well as after its termination.
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