In addition to terms defined throughout this Agreement, the following definitions shall have the meaning stated below whenever used with a capital initial letter and whether used in singular or in plural:
“Affiliate” means, with respect to the Parties, any other entity which directly or indirectly controls, is controlled by or is under common control with a that Party, where “control” means having more than 50% ownership or the right to direct the management of an entity by way of contract or otherwise.
“Agreement” means these General Terms, the Work Order and SOW Template, the Price List, the Terms of Service, and any schedules or addenda thereto, any accepted Work Orders, as well as any changes and amendments which the Parties agree on in writing.
“Background IPR” means any products, systems, modules, databases, documentation, software, hardware or any other Intellectual Property Rights which either (i) have been developed prior to the execution of this Agreement, including further development, adaptation and updates thereof; (ii) arise during the term of Agreement independent of, and without any connection to this Agreement. For the sake of clarity, OmboriGrid’s Background IPR shall include all rights to the Platform, and any other existing Intellectual Property Rights of OmboriGrid (or any of its Affiliates or third party licensors) provided by OmboriGrid as part of the Services.
“Confidential Information” Means all information regarding a Party’s business and operating conditions, as well as any information of a confidential nature, which a Party receives as a consequence of this Agreement, irrespective of whether the information is derived from the other Party or from a third party and irrespective of whether the information was conveyed orally or in writing and irrespective of whether the information was marked as confidential including, but not limited to, information regarding customers, cooperating partners, facilities, employees, agreements, know-how, trade secrets, information of a technical or commercial nature, and other similar information.
“Contact Person” means the designated and authorized contact person for either Party, appointed by each Party for this Agreement.
“Data Processing Addendum” means the data processing addendum to the Terms of Service, entered into between OmboriGrid and the Customer (where applicable).
“Documentation” means the documentation (if any) which OmboriGrid shall prepare and/or provide according to this Agreement.
“Effective Date” means the date on which both Parties have signed this Agreement.
“GDPR” means the General Data Protection Regulation (EU) 2016/679.
“General Terms” means these General Terms and Conditions for Professional Consulting Services.
“Intellectual Property Rights” means all intellectual property rights (regardless of form and whether registered or not) related to the Services, including, without limitation, copyrights, patents (including any patent applications and utility models which have been granted or are pending), design rights, trade secrets, know-how, trade names, trademarks, domain names, circuit boards and similar rights and all other intellectual and industrial property rights related thereto, as well as any and all other types of protection and applications for any of the foregoing.
“Party” or “Parties” means OmboriGrid and the Customer, respectively and both OmboriGrid and the Customer (as applicable).
“Personal Data” has the meaning ascribed to it in the GDPR.
“Platform” means the Ombori Grid Platform and the Ombori Grid Marketplace.
“Price List” means the Prices and Categories of Consultants, as worded and made available from time to time in the Platform and on OmboriGrid’s website ([URL] ), incorporated into this Agreement by reference as Exhibit
“Residual Knowledge” means any know-how, experience, skills, concepts, or modifications of concepts, methodologies, processes, technologies, algorithms or techniques relating to the Services which OmboriGrid, individually or jointly with the Customer, develops or discloses under this Agreement.
“Results” means all work results which are created by OmboriGrid due to or as a consequence of the Services, such as new or further developed software, preparatory design materials, integration, interfaces, connections, sketches, concepts, methods, Documentation or other material developed exclusively for the Customer. For the sake of clarity, the Platform and OmboriGrid’s other Background IPR (including any and all development, adaptation and updating thereof), Residual Knowledge and Third Party Products, shall not constitute Results.
“Services” means the consulting services to be performed by OmboriGrid in accordance with this Agreement, as specified in a Statement of Work.
“Statement of Work” means a statement of work detailing the Services included in and executed as part of a Work Order.
“Terms of Service” means the Terms of Service for the Platform, as worded and made available from time to time in the Platform and on OmboriGrid’s website ([URL] ), incorporated into this Agreement by reference as Exhibit 3.
“Third Party Product” means any third-party product, system, module, database, documentation, software, hardware and all other material which is provided as part of the Services or is otherwise used together with the Services.
“Work Order” has the meaning ascribed to it in Section 5.
“Work Order and SOW Template” means the template for Work Orders, including Statements of Work, as worded and made available from time to time in the Platform and on OmboriGrid’s website (https://omborigrid.com ), incorporated into this Agreement by reference as Exhibit 1.
All appendices to these General Terms constitute an integral part of this Agreement. In the event of any conflict between any parts of this Agreement, the General Terms shall have precedence over the appendices and the appendices shall have precedence in number order (where Exhibit 1 shall have precedence over Exhibit 2, etc.). However, the Data Processing Addendum shall have precedence over any conflicting provision in any part of this Agreement with respect to the processing of Personal Data. References to an appendix shall be deemed to include any sub-appendices of such appendix (where applicable).
In the event OmboriGrid, within the scope of its undertakings under this Agreement, will process Personal Data on behalf of the Customer, OmboriGrid will be engaged as the data processor on behalf of the Customer. In such event, the Data Processing Addendum shall govern OmboriGrid’s processing of Personal Data.
Unless otherwise expressly stated in this Agreement, all notices, approvals, consents, demands or other communications required or permitted under this Agreement must be in writing and made by hand delivery, letter or e-mail to the addresses stated in the preamble to this Agreement (or to any address later notified by a Party to the other Party in accordance with this Section 17). Any communication or document made or delivered under or in connection with this Agreement will be deemed given and effective (i) if delivered by hand, at the time of delivery, (ii) if sent by letter, three business days after being deposited in the mail, and (iii) if sent by e-mail, at the time of delivery, if received in readable form.