Public offer for contractors
PUBLIC OFFER
FOR THE PERFORMANCE OF WORK
AND PROVISION OF SERVICES
This Offer is being made today by one of the following companies (depending of which company was indicated in your checkbox before acceptance of the task):
ROWLING LIMITED, a limited liability company registered under the laws of the Republic of Cyprus with Registration Number HE 237792 and registered office at Christabel House, 118 Agias Fylaxeos St., 3087, Limassol, Cyprus (hereinafter referred to as the “Company”) or by
ARBONUM L.L.C.-FZ, Company incorporated in the United Arab Emirates under registration number 2310797, with its principal place of business at Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, U.A.E (hereinafter referred to as the “Company”).
This Offer is a proposal to the general public and if accepted in the form stipulated below, it shall be considered as a binding agreement between the Company and the person accepting the Offer for the performance of work and provision of services subject to the terms and conditions set forth in the Offer and Contract respectively.
This Offer may be amended at any time at the decision of the Company.
This Offer shall be deemed to have been accepted and becomes binding upon the Company and the person accepting the Offer when the interface check-box “I have read and accept the terms of the Offer” is ticked and the Personal Area is registered with the Arbonum Platform.
Upon acceptance of this Offer, as stipulated above, a legally binding agreement is to be considered as entered into by and between the Company and the person who has accepted the Offer, on the terms and conditions below:
CONTRACT
FOR THE PERFORMANCE OF WORK AND PROVISION OF SERVICES
(hereinafter referred to as the Contract)
Terms and Definitions:
The Parties hereby expressly agree that for purposes of this Contract, the following definitions shall have the following meanings:
Fee shall mean Freelancer's remuneration for the performance of the Work and/or Services hereunder.
Customer shall mean a legal entity or individual entrepreneur engaging the Company for the performance of Work/provision of Services under the Assignments and Projects.
Assignments shall mean, in the aggregate, tasks to perform certain Work and/or provide certain Services as a part of relevant Projects, which are communicated to the Freelancer in Personal Area on the Arbonum Platform.
Intellectual Property shall mean the intellectual deliverables as the Freelancer may need to develop and alienate in terms of intellectual property rights thereto (including an exclusive copyright) when performing certain Work or providing certain Services.
Intellectual Property Rights means personal non-property and property rights of to the intellectual deliverables.
Personal Area shall mean the customized section of the Arbonum Platform, which is not available to the general public. Access to the Personal Area is provided upon entry of the following identification details on the Arbonum Platform's login page: login (user name) and password (access code).
Mobile App shall mean the software developed for the Arbonum Platform and designed for operation on smartphones, tablets and other mobile devices, if compatible with their operating systems.
Reporting Period shall mean one (1) calendar month.
Freelancer's Report shall mean a report in electronic format generated by the Arbonum Assignment and Fee Filing System at the end of each Reporting Period, available for viewing and downloading by the Freelancer via Personal Area on the Arbonum Platform.
Project shall mean a totality of specific, interconnected assignments for the performance of the Work and/or the provision of associated Services.
Arbonum Platform/Platform shall mean an interactive service managed by the Company and available at the following URL: https://www.arbonum.com/
KYC Check shall mean the process of verification of the personal information provided by the Freelancer for the use of the Arbonum Platform and/or specific procedures of due diligence by the Company to make sure the personal details provided by the Freelancer are true and accurate and that the Company complies to the regulations and laws of the Republic of Cyprus in respect to Anti-Money Laundering and Terrorist Financing.
Deliverables shall mean the results of the completed Work, which may include, inter alia, Intellectual Property, or which may constitute Intellectual Property.
Works and Services shall mean collectively means the types of work and services that the Freelancer may perform and provide as part of Assignments/Projects via and by means of the Arbonum Platform. The list of the Work and Services which may be performed is communicated to the Freelancer via Personal Area on the Arbonum Platform.
Arbonum Assignment and Fee Filing System shall mean a dedicated system integrated into the Arbonum Platform which is designed to record:
• the Projects and Assignments selected by the Freelancer to perform Work and/or render Services thereunder, as well as the progress of the Work and/or Services as part of such selected Projects and Assignments;
• the amounts of the Fee payable to the Freelancer for the performance of the Work and/or the provision of the Services under the relevant Assignments;
• the Fee options selected by the Freelancer;
• the alienation of intellectual property rights to Intellectual Property, that constitutes Deliverables or is part of the Deliverables.
Third Parties shall mean the person(s) engaged by the Freelancer for the provision of the Services and/or performance of the Work, i.e. an individual having legal capacity and/or an individual aged from fourteen to eighteen with the written consent of their legal representatives - parents, adoptive parents or foster parents, a self-employed person or an individual entrepreneur. The Freelancer shall be liable for the actions and/or omissions of Third Parties.
Freelancer shall mean an individual who provides services and/or performs work, i.e. – an individual who has legal capacity or an individual aged from fourteen to eighteen with the written consent of their legal representatives - parents, adoptive parents or foster parents, a self-employed person or an individual entrepreneur.
1. Subject matter of the contract
1.1. Freelancer hereby undertakes, as and when so requested and offered, to perform the Work and provide the Services on the Arbonum Platform under the Projects and the Assignments that are part of such Projects and the Company hereby agrees to accept the Deliverables of Work performed and Services rendered and to pay the Freelancer the Fee for the Work performed and/or Services as per the terms and conditions stipulated hereunder.
2. Key terms and conditions
2.1. Freelancer unconditionally agrees that the performance of Works and/or the provision of Services (as applicable) as part of each Assignments is a material obligation of Freelancer hereunder.
2.2. Prior to commencing Works and/or Services under the relevant Assignment, Freelancer is required to accept the terms of reference for Works and/or Services under the Assignment via Personal Area. The Assignments available to Freelancer shall be displayed in Freelancer's Personal Area on the Arbonum Platform.
2.3. Freelancer gives his consent to the processing of his personal data when using the Arbonum Platform. If necessary for the furtherance hereof, Freelancer authorizes the Company to disclose Freelancer's personal data to third parties, and expressly agrees to cross-border transfer of personal data The above consent shall be valid for the duration hereof.
2.4. The Parties agree that when accepting the terms of reference for Works and/or Services as part of each Assignment via Personal Area, Freelancer gives his explicit and voluntary consent to all key terms of reference for the performance of Works and/or Services as set forth in the Assignment. Such key terms set forth in Assignments include:
2.4.1. The scope of Work and/or Services to be performed/provided under the Assignment;
2.4.2. The time-line for the completion of the Work and/or provision of the Services under the Assignment;
2.4.3. The time-line for the delivery of the Deliverables of the performed Work to the Arbonum Platform;
2.4.4. The alienation of the intellectual property rights to of the Deliverables by the Freelancer to the Company where applicable;
2.4.5. the amount of the Freelancer's Fee payable for the performance of the Work and/or the provision of the Services under the Assignment;
2.4.6. Other conditions as may be set out by the relevant Assignment
2.5. The Parties hereby expressly agree that the Freelancer is obliged to select Assignments and perform the Work and/or Services only with respect to such Assignments and Services that are available for selection via Personal Area and that fully correspond to the Freelancer's qualifications and experience. If there is any doubt as to the Freelancer’s ability to carry out an Assignment, the Freelancer shall 1) either not confirm acceptance of the Customer's Assignment or 2) inform the Company that he may not have the required experience and expertise, allowing the Company to either accept or refuse the Freelancer.
2.6. The Parties hereby expressly agree that Freelancer shall perform the Work and/or render Services of proper quality by using his or her own resources. The Freelancer may use the provision of services of Third Parties for the performance of Work and provision of the Services with the consent of the Company.
2.7. The Parties hereby expressly agree that the Freelancer is obliged to perform the Work and/or Services in strict adherence to the schedule as set forth for such Work and/or Services in the relevant Assignment. The Freelancer shall not amend the time schedule for the performance of Work and/or the provision of the Services under the relevant Assignment.
2.8. The Company reserves the right to delete the Freelancer's Personal Area and to reject the Freelancer's re- registration on the Arbonum platform if the Freelancer delays more than once the completion of Work and/or Services by more than 1 (one) business day, without prompt prior notice to the Company about the possible delay in the completion of the Work and/or the Services.
2.9. The Fee for the Work and/or Services hereunder shall be paid to the Freelancer pursuant to the terms and conditions hereof.
3. Intellectual property
3.1. When performing work within the framework of a specific task by a Freelancer or a third party on behalf of the Freelancer, the result of intellectual activity can be created. The exclusive right to all the results of the work must be transferred by the Freelancer of the Company for subsequent transfer to the Customer in full without any restrictions or exceptions.
3.2. The moment when the Company arises exclusively for the purpose of transferring such a right to the results of intellectual activity created by the Freelancer or third parties on his behalf to the Customer, the moment of creating such a result in any objective (material) form, including in the form of a file of any type with any extension, including but not limited to executable files with extensions such as exe, com, bat; text files with extension like txt, doc.rtf; web pages with html, htm type extensions; graphic files with extensions like gif, ipg, png, bmp; sound files wav, mid, mp3; video files with extension like avi, vmf; ppt, pps presentation files; zip, rar, 7z archives.
3.3. Regardless of whether the task involves the creation of a result of intellectual activity or such a result was created according to an assignment that does not directly provide for the creation of a result of intellectual activity, the Freelancer or third parties engaged by the Freelancer should under no circumstances violate the rights of the owners of copyright, patent and other intellectual rights, including, but not limited to the rights to means of individualization, rights to trade secrets, rights to trade names, rights to the layout of integrated circuits.
3.4. The use of any results of intellectual activity (open source programs, images from photo banks, works from open libraries and other repositories) is allowed, provided that the use of such results of intellectual activity does not violate the rights and interests of third parties and does not impose any restrictions or exemptions for the use of the results of intellectual activity by the Customer in the future.
3.5. The Company promotes and, if possible, controls that the Freelancer and / or third parties involved by the Freelancer take all the necessary actions and sign and submit all the necessary documents that additionally confirm the fact of the transfer of the exclusive right to the results of intellectual activity in favor of the Customer.
3.6. From the moment of transfer in favor of the Company for the subsequent transfer to the Customer of the exclusive right to the result of intellectual activity, the Freelancer and / or third parties involved by the Freelancer are not entitled to use the results of intellectual activity transferred to the Company as for their own needs or the needs of third parties.
3.7. From the moment of transfer in favor of the Company for the subsequent transfer to the Customer of the exclusive right to the result of intellectual activity, the Freelancer and / or third parties involved by the Freelancer are not entitled to create any obstacles to the use of the results of intellectual activity by the Customer, as well as by any persons to whom the Customer transfers the exclusive or a non-exclusive right to future intellectual property.
3.8. The use of the results of intellectual activity, possession and disposal of them after their alienation by the Company in favor of the Customer should not require in the future the provision of any license, permission, consent or approval, written or oral, from the Freelancer and / or a third party engaged by the Freelancer and / or any other entity, and must not claim royalties, royalties, or any other similar additional remuneration.
3.9. The Freelancer agrees and also guarantees the receipt of such consent from the third party involved by him that the Customer has the right to use the results of intellectual activity created by the Freelancer and / or a third party and received from the Company anonymously, which means the right to use the results of intellectual activity by the Customer, without specifying the name of the Freelancer and / or a third party whose creative work has created the result of intellectual activity.
3.10. The Freelancer agrees and also guarantees the receipt of such consent from the third party engaged by him that the Customer has the right to carry out any modification, correction, reduction, change, or any other processing of the results of intellectual activity received from the Company and created by the Freelancer and / or the engaged Freelancer third party.
3.11. In the event of any claims from anyone in relation to such work results created by the Freelancer and / or a third party engaged by the Freelancer, the Freelancer undertakes to settle such claims on his own and at his own expense.
3.12. The Freelancer agrees to fully reimburse the Company and / or the Customer for any losses, expenses or losses incurred in connection with the results of intellectual activity created by the Freelancer and / or the third party involved by the Freelancer, in cases of claims, claims or claims against the Company and / or the Customer by the rightholders in in relation to the ownership and / or disposal of the Company and / or the Customer of the exclusive right to the results of intellectual activity.
3.13. If the Company or third parties on behalf of the Company or the Customer reveals violations of the intellectual rights of any persons by the Freelancer and / or a third party engaged by the Freelancer, the Company reserves the right to delete the Freelancer's Personal Account without the possibility of re-registration on the Arbonum Platform.
4. Use of the Arbonum platform by the freelancer
4.1. The Parties hereby agree that Freelancer is entitled to use the Arbonum Platform for the following purposes:
4.1.1. to sign up the Freelancer's Personal Area;
4.1.2. to accept terms and conditions of the Assignments;
4.1.3. to upload the Deliverables for the purposes of the acceptance;
4.1.4. to upload the Intellectual Deliverables;
4.1.5. to select the Fee payment method;
4.1.6. to communicate with the Company or persons interested in the Work and/or provision of the Services under the relevant Assignment, using the Personal Area functionality.
4.2. Any use of the Arbonum Platform by Freelancer not expressly provided for in this Section 4 and/or not expressly established in the Documents related to the Contract as defined in Section 10 of this Contract is expressly forbidden.
4.3. Freelancer may not attempt to interfere in any way with the operation of the Arbonum platform. A breach of this material clause shall constitute a breach of the terms and conditions hereof by the Freelancer.
5. Acceptance of services rendered and work deliverables
5.1. Upon the completion of the Work under the relevant Assignment, the Freelancer shall deliver the Deliverables to the Company. Delivery of the Deliverables is performed by the Freelancer by uploading the Deliverable via the Internet through and via the functionality of the Freelancer's Personal Area on the Arbonum Platform.
5.2. If applicable, the transfer of the Deliverables which are the Intellectual Property or contain Intellectual Property is also performed by the Freelancer through and via the functionality of the Freelancer's Personal Area on the Arbonum Platform.
5.3. The Parties hereby agree that, wherever applicable, the Work Deliverables may in some cases also be delivered by Freelancer via electronic communications (such as an e-mail or a secure FTP server or via file exchange services) without using Personal Area or other functionality of the Arbonum Platform. Notwithstanding the above, acceptance of the Deliverables so delivered by the Freelancer shall include the acceptance via the Freelancer's Personal Area.
5.4. The Deliverables which cannot be delivered as described in clauses 5.2. and 5.3. may be delivered to the Company by courier service requiring at delivery or by direct acceptance by an authorized representative of the Company or by authorized representatives of the Platform and the Customer. In this event, the acceptance of the Deliverables so delivered by the Freelancer will also include the acceptance by means of the Freelancer's Personal Area.
5.5. For the purpose of enabling the process of delivery of the Deliverables in tangible form, which cannot be delivered through the Platform, and in the event that the Freelancer provides the Services pursuant to the accepted Assignment, the Freelancer may issue an acceptance certificate in the Arbonum Assignment and Fee Filing System, which is provided to the Company via the Freelancer's Personal Area. The acceptance certificate is issued and accepted in electronic form.
5.6. After the delivery of the Deliverables the Company accepts the Deliverables or sends to the Freelancer via the Personal Area a refusal to accept the Deliverables within 15 (Fifteen) calendar days from the date of completion of the Work by the Freelancer and pressing the interactive button "completed" in the Personal Area. Within the same time-line the Company shall accept the acceptance certificate as specified in clause 5.5.
5.7. After the completion of Services under the relevant Assignment the Company accepts the Services or sends to the Freelancer via the Personal Area a refusal to accept the Services within 15 (Fifteen) calendar days from the date of completion of the Services by the Freelancer and pressing the interactive button "completed" in the Personal Area. Within the same time-line the Company shall accept the acceptance certificate as specified in clause 5.5.
5.8. The Freelancer agrees that the Fee is payable to the Freelancer only upon final acceptance of the Services rendered or the Work performed by the Customers, inter alia - under the acceptance certificate. The Company and the Freelancer expressly agree that the Company has the right to lodge claims regarding the quality of the Work performed and Services rendered within the time-line specified in clauses 5.6. and 5.7. hereof.
5.9. If there are any issues with the Freelancer Services or the Work Deliverables, the Freelancer shall make corrections within five (5) calendar days of receipt, unless any other term is additionally agreed upon between the Parties, after which the Services provided and the Work Deliverables shall be reconsidered by the Parties under the same arrangements for acceptance as set forth in the Contract.
5.10. The acceptance by the Company of the Services rendered and the Work Deliverables shall be the reason for payment of the Freelancer's Fee.
5.11. The Freelancer is fully and solely liable for any damage that may be caused to the Customer's property as a result of the performance of the work and/or services by the Freelancer. Compensation for damages shall be made under a separate agreement between the Freelancer and the Customer, to the extent and within the time limits set forth in such agreement. Under no circumstances the Company shall be liable for any damage caused by the Freelancer to the Customer's property.
6. Rights and obligations of the parties
6.1 The Company is obliged to:
6.1.1. enable Freelancer to register a Personal Area with the Arbonum platform;
6.1.2. notify the Freelancer via the Personal Area of Assignments commensurate with the Freelancer's experience and expertise;
6.1.3. no later than 15 (Fifteen) business days after the end of the respective Reporting Period, to deliver to the Freelancer the Freelancer's Report in electronic form via the Freelancer's Personal Area on the Arbonum Platform;
6.1.4. accept the Deliverables of the Work performed by the Freelancer and the Services rendered by the Freelancer as per the terms and conditions of the Contract;
6.1.5. pay the Freelancer a Fee for the Work performed and Services rendered as per the terms and conditions of the Contract.
6.2. The Company is entitled to:
6.2.1. demand that the Freelancer perform the Work and render Services in a timely, due, proper and quality manner as part of Assignments;
6.2.2. unilaterally and extrajudicially terminate this Contract by sending to the Freelancer a notice of termination via the Freelancer's Personal Area on the Arbonum Platform at least thirty (30) calendar days prior to the expected date of termination, except as otherwise provided for in clauses 6.2.3. and 6.3.5..
6.2.3. Carry out the KYC Check with respect to the details provided by the Freelancer and terminate the Contract at any time if it is determined under the KYC Check that the Freelancer's details are out of date and/or inaccurate and/or the Company is at risk.
6.3. The Freelancer is obliged to:
6.3.1. perform the Work and provide the Services in a timely, due and proper manner;6.3.2. deliver the Deliverables to the Company following the procedure, as set forth in Section 5 of the Contract;
6.3.3. comply with the requirements for the Intellectual Property, as set forth in Section 3 of this Contract;
6.3.4.comply with the requirements for the use of the Arbonum Platform, as set forth by Section 4 of this Contract;
6.3.5. provide the Company with all necessary details requested as part of the KYC Check. The Company reserves the right to immediately terminate the Contract if the Freelancer refuses to provide the necessary information in respect to the KYC Check.
6.3.6. is prohibited from dealing directly with the Customers, whether under a contract or otherwise, except where the Customers have lodged claims regarding the quality of the Work and/or Services to the Freelancer and the Freelancer is then required to settle such claims and/or demands.
6.4. The Freelancer is entitled to:
6.4.1. unilaterally and extrajudicially terminate this Contract by sending the Company a notice of termination via the Personal Area of the Freelancer on the Arbonum Platform within the timeline, as specified in clause 14.2.
7. Freelancer's fee. Fee payment options. Payment currency
7.1. The amount and currency of the Freelancer's Fee for the performance of the Work and/or provision of the Services under the respective Assignment shall be specified in Personal Area. The Freelancer agrees to the amount of the Fee and the currency of the Fee before commencing the performance of Work and/or provision of Services.
7.2. The Freelancer can choose from several different Fee payment methods. All Fee payment methods available to the Freelancer are displayed in Personal Area.
7.3. The Freelancer is entitled to receive the Fee for the Work performed and/or Services rendered under the relevant Assignment using the payment methods as specified by the Freelancer, or to instruct the Company to transfer the Fee due to the Freelancer using a third-party payment method, indicating the details of such payment method in the Personal Area. In this event, the Freelancer is solely and fully responsible for the completeness and accuracy of the details of the payment method and the details provided by the Freelancer for such payment. The parties hereby agree and acknowledge that the Company shall not be liable for the incorrect details of payment methods indicated by the Freelancer, including, but not limited to, where such incorrect details of payment method indicated by the Freelancer result in payment of the Fee to a wrong payee. Furthermore, where Freelancer elects to receive its Fee using a third-party payment method, the Freelancer shall be responsible for such payment methods and in particular for payment methods which are prohibited under laws and/or regulations regarding, inter alia, anti-money laundering or the financing of terrorism.
7.4. Freelancer hereby expressly agrees that the Fee currency specified in the Assignment can differ from that chosen by Freelancer for his Fee. If the Fee currency under a certain Assignment differs from that of the Fee payment option selected by Freelancer, the Fee shall be converted to the currency selected by Freelancer for his Fee immediately upon the payment of Freelancer's Fee (including as requested by Customer) on the Arbonum Platform. In this context:
7.4.1. the said conversion shall be made using the applicable exchange rates set, depending on the payment currency, either by the European Central Bank or by the Central Bank of the particular country for cashless conversions as of the relevant day, plus/minus 3.5% (Three Point Five per Cent) of the amount of the Fee paid out. Information about exchange rates of the European Central Bank can be found on the official website of the bank at https://www.ecb.europa.eu/
The exchange rate of the European Central Bank shall be applicable if conversions are made from Euros to US dollars and vice versa from US dollars to Euros.
7.4.2. The freelancer shall bear all financial risks associated with the above conversion, including the risks associated with possible currency fluctuations.
7.5. Freelancer agrees that he/she shall pay all taxes and fees that apply to the Fees and that the Company shall not be the Freelancer's tax agent under this Contract.
7.6. The Freelancer shall assume all risks related to the Fee payment option selected by the Freelancer, such as fees of payment gateways, bank fees and other charges and fees deducted by banks, payment gateways and other providers of payment methods of any kind.
8. Freelancer's reports
8.1. The Freelancer's reports in the form of statements of account from the Arbonum Assignment and Fee Filing System shall be sent to the Freelancer in electronic format only via Personal Area. Freelancer's reports will contain all Work performed and Services rendered by the Freelancer during the Reporting Period, as well as the Fee paid to the Freelancer for the Reporting Period.
8.2. Should the Freelancer have any queries regarding the contents of the Report, Freelancer shall be able to ask a question via Personal Area. If no comments or questions are received within 5 (Five) days from the date of the issuance of the Report from the Arbonum Assignment and Fee Filing System, the Report shall be considered as accepted by the Freelancer in full. The Company shall not accept or consider any further questions about the contents of the Report.
9. Freelancer's warranties and authorizations. Indemnification
9.1. By accepting the terms hereof, Freelancer represents and warrants that:
9.1.1 The Freelancer will always perform Work and provide Services of proper quality and on time, and where Freelancer uses third parties, that the third parties will perform Work and provide Services of proper quality and on time;
9.1.2. Where Customers whose Assignments and Projects are posted by the Company, lodge claims against the Company referring to the quality of Work and/or Services, the Freelancer undertakes to settle all such claims of Customers solely at his own cost and expense without involving the Company, as well as reimburse Customer for all documented expenses incurred as a result of the performance by the Freelancer of substandard Work or provision of substandard Services.
10. Personal data
Freelancer’s personal data process in accordance with "Personal Data Processing Policy", available at https://www.arbonum.com/privacy
11. Miscellaneous
11.1. If any provision hereof is held to be invalid, unlawful or otherwise unenforceable, such provision shall be deemed severed herefrom as far as practicable, and the application of other provision shall continue as if such severed provision had been directly deleted from the Contract.
11.2. The Freelancer may not assign, fully or partly, its rights or obligations hereunder to any third parties without prior written consent of the Company. The Company is entitled to assign its rights and obligations hereunder.
11.3. The Freelancer may not enter into any transactions with third parties, including contracts that adversely affect the Company's rights and interests.
11.4. The Parties hereby specifically agree that the relationship of the Parties hereunder is not, cannot be and under no circumstances will be construed as establishing or implying the existence of any other relations between the Parties, in particular relationship of agency, partnership, employment relationship or joint venture.
12. Dispute resolution procedure
12.1. The parties undertake to make every reasonable efforts to ensure that any disputes, controversies, or claims arising during the performance of obligations under this Contract are resolved through negotiations between the Parties.
12.2. If a claim is received from the either Party, the Party receiving the claim shall consider the claim within fifteen (15) calendar days from the receipt thereof and make suggestions to the other Party as to the resolution of the claim via Personal Area or by e-mail.
12.4. Should it prove impossible to reach agreement on dispute resolution within 45 (Forty-Five) days of the date of occurrence of the dispute, the concerned Party shall be entitled to recourse to courts in the Company's jurisdiction.
13. Force majeure
13.1. The Parties shall be released from performance of their obligations hereunder in full or in part if such default was caused by force majeure, which the Parties could neither foresee nor prevent by reasonable means. The time for performance of obligations hereunder shall be extended by a period equal to the period of interruption of the event of force majeure.
13.2. The Party affected by force majeure is required to immediately notify the other Party and provide it with all available information on such circumstances and make every reasonable effort to mitigate the adverse effects of such circumstances.
13.3. The Party affected by force majeure is required to notify the other Party in writing no later than ten (10) calendar days after the occurrence of such force majeure. The notice shall include details on the occurrence and nature of the force majeure and possible consequences thereof. Documents issued by the competent authorities shall serve as evidence of the circumstances mentioned in the notice. In the event of failure to notify or in the event of untimely notification, a Party shall forfeit the right to refer to such circumstances as grounds exempting it from liability hereunder.
13.4. If the force majeure event persists for more than one month, the Parties shall agree on a further procedure for the performance hereof.
14. Contract term, effect and termination
14.1. This Contract shall be in effect for ten (10) years from the date of signing hereof.
14.2. Either Party may unilaterally and extrajudicially terminate this Contract by sending a notice to the other Party using the Freelancer's Personal Area on the Arbonum Platform at least thirty (30) calendar days prior to the intended date of termination.
Upon termination of the Contract, the Company shall pay to the Freelancer all unpaid amounts of the Fee for the Work performed and/or Services rendered within thirty (30) business days from the date of termination of the Contract.
The provisions of this clause regarding the period for the unilateral extrajudicial termination shall not apply in cases concerning the identification of unreliable or compromised details within KYC Check referred to in clauses 6.2.3. and 6.3.5.
14.3. All correspondence and/or notices between the Parties shall be made via the Arbonum Platform, or in writing and sent by registered mail with return receipt requested, by wire, express mail, or courier to the addresses known to the Parties hereto. If a Party fails to receive a notice as the receiving Party is not available at the known address, the notice shall be deemed to have been received by the Party, and all related consequences shall be deemed to have taken effect at the end of thirty (30) calendar days from the date of sending thereof.
14.4. The Party, whose address, bank and other details have changed, shall immediately notify the other Party thereof in writing. The Party which violated this condition shall bear the risk of the consequences of non-performance of this obligation. A Party that has performed the obligation using the previous address, bank and other details prior to receiving a notice from the other Party shall be deemed to have duly performed its obligation.
14.5. In case this Contract is made with ROWLING LIMITED it shall be governed by and construed in accordance with the laws of the Republic of Cyprus. For matters not provided for in this Contract, the relationship of the Parties shall be governed by the applicable laws of the Republic of Cyprus.
The Courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute which may arise out of and/or under and/or in connection with the present Contract.
14.6. In case this Contract is made with ARBONUM L.L.C.-FZ it shall be governed by and construed in accordance with the laws of UAE. For matters not provided for in this Contract, the relationship of the Parties shall be governed by the applicable laws of the UAE.
The Courts of the UAE shall have exclusive jurisdiction to settle any dispute which may arise out of and/or under and/or in connection with the present Contract.