Terms of Service

Last updated October 13th 2021

Thank you for using HowToRobot!

These Terms of Service (the “Terms”) are a legally binding agreement between you and HowToRobot.com ApS, business reg. no. 40986588, Dirch Passers Allé 27, 5., 2000 Frederiksberg, Denmark (“HowToRobot”) that govern your use of the websites, applications, products and/or other offerings from HowToRobot (the “Platform”).

HowToRobot offers an overview of – and access to – the global robotics market. Including decision tools, buyer-supplier matchmaking, industry insights, etc. You must register an account on www.howtorobot.com (the “Website”) to access and use the Platform and keep your account information accurate at any time. In these Terms “User” refers to the individual, company or organization with a registered account to use the Website and “Account” refers to the User account established on the Website.

Please be aware that these Terms contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions and a binding dispute resolution agreement and class action waiver.

Carefully read these Terms before registering with the Website. Once registered with HowToRobot, you acknowledge that you have read and understood, agree to be bound by and accept the validity and enforcement of these Terms. Accepting these Terms is a requirement for registration with the Website.

These Terms include and hereby incorporate by reference the following important policies:

Further, specific Get Quotes Terms apply to HowToRobot’s Get Quotes Services.

Table of Contents

General

1. New Users

2. Usage Policy

3. Fees, Payment and Subscription

4. Modification

5. Electronic Communications

6. Privacy Statement

7. Accuracy of Information

8. User Obligations

9. User Restrictions

10. Records of compliance

11. Links and Advertisements

12. Renewals

13. Disclaimer of Warranties

14. Limitations of Liability

15. Indemnification

16. Term, Termination and Suspension

17. Directory

18. Miscellaneous

19. Governing Law and Venue

Get Quotes Terms

20. The Marketplace – Get Quotes Services

21. Marketplace Feedback, User Content and Content Sharing

22. Relationship between Client and Supplier via Get Quotes

23. HowToRobot Fees

24. Payment terms and Payment Services

Appendix 1: Direct Contract Terms

General

1. New Users

Registration of new Users is only permitted for legal entities and organizations, and individuals who are 18 years or older. If you agree to the Terms on behalf of a legal entity or organization, you represent and warrant that you have the authority to bind that entity or organization to the Terms.

2. Usage Policy

HowToRobot grants you the right to access the information contained on the Website, and to make manual individual searches using the tools and features available on the Website. The data must only be used for private or internal information purposes as end Users only. You must not in any way alter, copy, disseminate, redistribute or republish any content or feature of the Website. Further, you acknowledge that access to and use of the Website is subject to these Terms and any expanded access or use must be approved in writing by HowToRobot.

3. Fees, Payment and Subscription

HowToRobot may charge Users fees for the use of the Platform, including subscription fees. More information about the current fees can be found on the Service Fees page

Except as otherwise provided on the Platform, service fees are non-refundable. HowToRobot reserves the right to change the service fees at any time and will provide Users notice of any fee changes before they become effective. Fee changes will not affect services provided by or products purchased from HowToRobot prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to section 16 (Term, Termination and Suspension).

3.1 Any Subscription

By subscribing, you accept that we may automatically charge you for the selected amount and period on a recurring basis.

You can cancel your subscription at any point in time. Once you cancel your subscription, your account will automatically close at the end of your current billing period.

HowToRobot reserves the right to change prices for subscriptions. For existing subscribers, new prices will become effective upon renewal of the subscription period. Any price changes must be communicated to the affected users minimum 2 months before taking effect.

3.2 Supplier Subscriptions (Premium Member)

Suppliers using the paid services on the Platform, such as the Get Quotes Services, can choose to subscribe on a monthly or yearly basis.

To see what is included in a subscription, current prices and additional fees, refer to this page: http://howtorobot.com/join

Sending answers to Customer Requests using the Market Research tool costs an additional fee (pay-per-use). More information about the current fees can be found at the Service Fee page.

3.3 Other Products or Services

HowToRobot offers pay-per-use products & services such as the Remote Assessment plus sending and answering Market Requests. For these items, you must pay each time you use the product or service.

We also offer downloadable digital products such as Market Reports. These items are paid for once and are granted only to the User buying them. They are for personal use only and may not be shared or otherwise redistributed.

3.4 Payment Methods

HowToRobot accepts the following payment methods:

  • Credit and/or debit cards offered by our payment provider (Stripe).
  • Digital invoice with bank transfer. In order to qualify for this type of payment, each invoice must cover 1 year of subscription. Request invoice payment on hello@howtorobot.com.

3.5 Refund Policy

HowToRobot does not offer any refunds.

4. Modification

HowToRobot may, in its sole discretion, amend these Terms and any of the other policies that comprise the Terms at any time. In case of material changes to the Terms, we will post the revised Terms on the Website and update the “Last updated” date in the introduction to these Terms. Further, we will provide you with a notice of any material change by e-mail at least 14 days before the date of which the changes become effective. Any revised provision of the Terms will take effect on the noted effective date.

If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. We will inform you about your right to terminate the agreement in the notification e-mail. If you do not terminate your agreement before the date of the revised Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Terms.

5. Electronic Communications

When registering with the Website you are opting in to receive communications from us electronically; usually by e-mail. From time to time, we will send you relevant general news, update notices of your previously searched companies and tenders, as well as information about the Website, site amendments and additional services.

We communicate with you in two ways, either by e-mail or by posting notices on the Website. When using or visiting the Website, you agree that all notices and communications that we provide electronically or otherwise, satisfy any legal requirement that such communications should be in writing. Please be aware that unprotected e-mail communication via the internet is not secure and it is subject to possible interception, loss or alteration. HowToRobot is not responsible for and will not be liable to you or anyone else for any damages in connection with any e-mail sent by you to HowToRobot or an e-mail by HowToRobot to you or anyone else at your request. To facilitate your use of the Website, you give us permission to provide all records to you electronically instead of in paper form.

6. Privacy Statement

The information contained on the Website has been supplied largely by HowToRobot and its Users. While the information contained on the Website has been obtained from believed reliable sources, HowToRobot disclaims all warranties as to the accuracy, completeness or adequacy of such information on the Website and shall not be responsible for the consequences of any errors or omissions in the information held herein. Therefore, as User you accept sole responsibility for the use of the Website.

7. Accuracy of Information

The User’s right to privacy is of great importance to HowToRobot. When registering at the Website, HowToRobot will ask you to provide your name, legal entity or organization (if relevant), e-mail address, and other related information. HowToRobot will use this information to provide you with a more personalized online experience and, where applicable, to process orders, as well as to keep track of what topics are of interest to our Users. HowToRobot will not share this information with any third party.

8. User Obligations

Log in passwords are personal to you and should not be shared with anyone. You are responsible for the safekeeping of the password. HowToRobot is not responsible for any loss or damage suffered by you as a result of other parties accessing the Website using your passwords. You agree to be solely responsible for any and all use (including any unauthorized use) of your username and password on the Website when agreeing to these Terms. HowToRobot will be indemnified by you against any loss incurred as a result of such use.

You undertake to notify HowToRobot in writing of any change in the information provided for your account.

The Website or any portion of the Website may not be reproduced, duplicated, copied, sold, visited or otherwise exploited for any purpose, commercial or otherwise, without the express written permission of HowToRobot. The User may not frame or utilize any framing techniques to enclose any trademark, logo or other proprietary information from the Website without our express written permission. Nor may the User facilitate a third party to do so. The User acknowledges that records accessed through the Website will be as up to date as indicated by the publication data provided on the website of the associated page.

The User acknowledges that HowToRobot reserves the right to suspend, limit or deny access to the Website in part or in full, to individual User Accounts.

9. User Restrictions

The use of company home addresses for marketing purposes is strictly prohibited.

Access to the logged-in section of the Website is provided on a manual individual basis. The use of automated processes to login, perform searches, query the database, return results, view of download data or access any logged-in portions of the Website is strictly prohibited. The re-sale of content from the Website is strictly prohibited.

All information obtained from the logged in sections of the Website should be treated as private and confidential, and use of all such information should be as an end-user only for the User’s own private use or for the internal purposes or benefit of the User’s business alone.

10. Records of compliance

Users will each (a) create and maintain records to document satisfaction of their respective obligations set out in the Terms, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to HowToRobot upon reasonable request. Nothing in this subsection requires or will be construed as requiring HowToRobot to supervise or monitor a User’s compliance with the Terms. You are solely responsible for creation, storage, and backup of your business records. These Terms and any registration for or subsequent use of the Website will not be construed as creating any responsibility on HowToRobot’s part to store, backup, retain, or grant access to any information or data for any period.

11. Links and Advertisements

Links to or from websites and resources may be provided on the Website. These links are provided solely as a convenience to the User and not as an endorsement of the contents of such third-party sites. We suggest you read the terms and conditions and privacy policies of these websites before using or visiting them. No responsibility will be accepted by HowToRobot for the service or advertisement placed or provided through the Website.

12. Renewals

HowToRobot reserves the right to change, update or discontinue any aspect of the Website at any time without notice. Your continued use of the Website after any such changes constitutes your agreement to these Terms, as modified.

We will do our best to provide constant, uninterrupted access to the Website, however, we do not guarantee this. We accept no responsibility for any liability, interruption or delay or that it will be available at any particular time or location.

13. Disclaimer of Warranties

HowToRobot does not make any warranties, whether express or implied, including, without limitation, those of merchantability and ability for a particular purpose, with respect to the Website. Although HowToRobot takes reasonable action to screen the Website for infection by viruses and other manifesting contaminating or destructive properties, HowToRobot cannot guarantee that it will be free of infection.

14. Limitations of Liability

HowToRobot and our third-party service providers will in no event be liable in respect of any incidental, special, exemplary or consequential damages, including, but not limited to, loss of profits, data, opportunity, goodwill and/or revenue, service interruption, delay or disruption in the Website, computer and/or hardware damage from the use of the Website (including viruses or other malicious software obtained by accessing, or linking to, the Website), system failure (including glitches, bugs, errors or inaccuracies) or the cost of substitute products or services arising out of or in connection with (A) these Terms, (B) the use of or inability to use the Website or the Platform or any other service or product provided by HowToRobot, (C) a suspension or other action taken with respect to your account, (D) your reliance on the quality, accuracy, or reliability of job postings, profiles, ratings, recommendations, and feedback (including their content, order, and display), composite information, or metrics found on, used on, or made available through the Website, and (E) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms.

The liability of HowToRobot and our third-party service providers to any User for any claim arising out of or in connection with the use of the Website, or the Platform or any other service and/or product provided by HowToRobot shall not exceed the lessor of: (A) USD 1,500; or (B) any fees retained by HowToRobot with respect to Service Contracts for which the User was involved as Client or Supplier (as defined in The Market Place – Get Quotes Service) during the six-months period preceding the date of the claim.

These limitations set out in this section will apply to any liability arising from any cause of action whatsoever arising out of or in connection with the use of the Website, or the Platform or any other service and/or product provided by HowToRobot, whether based on warranty, in contract, tort (including negligence), strict liability, product liability or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some jurisdictions do not allow for all of the foregoing exclusions and limitations and, to that extent, some or all of these limitations and exclusions may not apply to you.

15. Indemnification

To the maximum extent permitted by applicable law, you agree to release, indemnify and hold harmless HowToRobot and its respective directors, officers, employees, representatives, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees and all related costs and expenses, arising out of or in connection with: (A) your breach of these Terms (including any supplemental or additional terms), (B) your improper use of the Website or the Platform, (C) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

16. Term, Termination and Suspension

16.1 Term

The agreement between HowToRobot and you as set forth in these Terms is effective from the time by which you access the Website and remains in effect until terminated by either party in accordance with these Terms.

16.2 Termination

You may terminate this agreement at any time by written notice to contact@HowToRobot.com or by deleting your account. HowToRobot may terminate this agreement and your account for any reason by providing 30 days’ notice by email or using any other contact information you have provided for your account. HowToRobot may also terminate this agreement immediately and without notice and stop providing access to the Website and the Platform if you breach these Terms or any other terms, policies and/or conditions, or we reasonably believe termination is necessary to protect HowToRobot, its Users, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.

16.3 Effect of Termination

In the event you properly terminate this agreement and/or your account, your right to use the Website and the services provided by HowToRobot is automatically terminated, and your account will be closed.

Except as otherwise required by law, if your account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Website and any closure of your account may involve deletion of any content stored in your account for which HowToRobot will have no liability whatsoever. HowToRobot, in its sole discretion and as permitted or required by law, may retain some or all of your account information.

16.4 Survival

Upon termination of the agreement between you and HowToRobot, the terms, policies and conditions that expressly or by their nature contemplate performance after these Terms terminate or expire will survive and continue in full force and effect.

17. Directory

The Website contains information on third-party websites obtained from the third parties’ own websites, which are provided as additional resources for the convenience of Users. HowToRobot does not accept any liability as to the accuracy, adequacy or completeness of these information. User assumes sole responsibility for the use of these information to achieve his/her intended results.

18. Miscellaneous

18.1 Interpretation

Except as they may be supplemented by additional terms, conditions, policies, guidelines etc., these Terms constitute the entire agreement between HowToRobot and you pertaining to your access and use of the Website and the services, features and/or products provided by HowToRobot, and supersede any and all prior oral or written understanding or agreement between HowToRobot and you.

If any provision of these Terms is declared invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, the other provisions shall remain in full force and effect and shall not affect the validity and enforceability of the rest of these Terms.

18.2 Assignment

You may not assign or transfer these Terms, or any of your rights or obligations hereunder, without HowToRobot’s prior written consent in the form of a written instrument signed by a duly authorized representative of HowToRobot. HowToRobot may in its sole discretion assign these Terms and any other terms, policies, guidelines etc. incorporated by reference hereto without your consent. Any attempted assignment or transfer by you in violation with these Terms will be deemed null and void.

18.3 No waiver

HowToRobot’s waiver of any right or remedy under these Terms is only effective if given in writing. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

A failure or delay by HowToRobot to exercise any right or remedy provided under these Terms shall not constitute a waiver of that or any other right or remedy.

18.4 Force Majeure

HowToRobot will not be liable for the failure to perform, or any delay in performance of, any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of HowToRobot.

19. Governing Law and Venue

Any dispute or claim arising out of or in connection with the usage of the Website and/or any services, products, features etc. provided by HowToRobot shall be governed exclusively by and construed in accordance with Danish Law without regard to its principles on choice of law.

Any such dispute or claim shall be finally and exclusively settled by the courts of Denmark with the City Court of Copenhagen as court of first instance.

Get Quotes Terms

20. The Marketplace – Get Quotes Services

Get Quotes Services is a marketplace for advertising, buying, and selling any kind of service or products related to Automation & Robots online (collectively “Services”), where clients seeking Services (“Clients”) and suppliers providing Services (“Suppliers”) can identify each other online.

When a Client decides to hire and engage a Supplier for a project (“Project”), the Get Quotes Service will generate a service contract governing the relationship between a Client and a Supplier (“Service Contract”) and an invoice based on the total service contract price (the “Service Contract Price”). HowToRobot is entitled to a fee based on the Service Contract Price.

Subject to the Get Quotes Terms, HowToRobot provides the Get Quotes Services to Users, including hosting and maintaining Get Quotes, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts.

The Service Contract includes, (a) Part I - the contractual provisions between the Client and the Supplier governing the services to be performed by the Supplier for the Client concerning description of the Services and quality thereof, timeline, place of delivery and price including all taxes, customs, VAT, reimbursements, freight & other delivery services, etc. (the “Supplier Services”); (b) Part II - Direct Contract Terms as defined in

Appendix 1: Direct Contract Terms (forming part of the Get Quotes Terms); and (c) Part III Eventually added separate terms agreed on and exchanged between the parties.

When a User enters into a Service Contract, the User uses the Website to invoice and pay any amounts owed under the Service Contract.

20.1 Facilitation of Direct Contracts

HowToRobot merely makes the Get Quotes and Get Quotes Services available to enable Suppliers and Clients to find and transact directly with each other. HowToRobot does not introduce Suppliers to Clients, select Client Projects for Suppliers, or select Suppliers for Clients’ Projects. No employment relationship occurs from using the Platform.

If Users decide to enter into a Service Contract, the Service Contract is entered into directly between the Users. HowToRobot is not a party to that Service Contract.

In addition to the recognition that HowToRobot is not a party to any Service Contract between Users, you hereby release HowToRobot and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into these Get Quotes Terms. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Supplier Services provided to Client by a Supplier and requests for refunds based upon disputes.

You acknowledge, agree, and understand that HowToRobot is not a party to the relationship or any dealings between the Client and the Supplier. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any comments, remarks, data, feedback, content, text, photographs, images, video, sound, or other content or information that a User posts to any part of the Website or provide to HowToRobot, including such content or information that is posted as a result of questions (“User Content”); (b) determining the suitability of other Users for a Service Contract; (c) agreeing and executing any terms or conditions of Service Contracts; (d) performing Supplier Services; and/or (e) paying for Supplier Services.

You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User.

You understand and acknowledge that termination of this agreement and your account does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this agreement and account while having one or more open Projects, you agree that you hereby and irrevocably instruct HowToRobot to close any open contracts. You will continue to be obligated to pay any amounts accrued (including HowToRobot fees) but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to HowToRobot.

You therefore agree as follows: if HowToRobot decides to temporarily or permanently close your account, HowToRobot has the right, where allowed, but not an obligation, to (A) notify other Users that have entered into Service Contracts with you to inform them of your closed account status, and (B) provide those Users with a summary of the reasons for your account closure. You agree that HowToRobot will have no liability arising from or relating to any notice that it may provide to any User regarding closed accounts status or the reason(s) for the closure.

20.2 Disclaimer

Through the Get Quotes and Get Quotes Services, Suppliers may be notified of Clients seeking the services they offer, and Clients may be notified of Suppliers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Services, Client or Supplier on their own.

HowToRobot does not make any representations about or guarantee the truth or accuracy of any Supplier’s or Client’s listings or other User Content on the Website; does not verify any feedback or information provided by Users about Suppliers or Clients; and does not perform background checks on or guarantee the work of Suppliers or Clients. You acknowledge, agree, and understand that HowToRobot does not, in any way, supervise, direct, control, or evaluate Suppliers or their work and is not responsible for any Service included in a Service Contract or of the delivery of the Service.

HowToRobot makes no representations about and does not guarantee, and you agree not to hold HowToRobot responsible for, the quality, safety, or legality of Supplier Services; the qualifications, background, or identities of Users; the ability of Suppliers to deliver Supplier Services; the ability of Clients to pay for Supplier Services; User Content and statements or posts made by Users; or the ability or willingness of a Client or Supplier to actually complete a transaction. HowToRobot does not, in any way, supervise, direct, or control any Supplier or Supplier Services; does not impose quality standards or a deadline for completion of any Supplier Services; and does not dictate the performance, methods or process Supplier uses to perform the Supplier Services. HowToRobot does not provide shipping services for any any tangible or intangible results or deliverables that Supplier agrees to create for, or actually delivers to, Client or Supplier as a result of performing the Supplier Services.

While HowToRobot may provide certain badges on Supplier or Client profiles, such badges are not a guarantee or warranty of quality or ability or willingness of the badged Supplier or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Supplier Services or Clients’ Project.

You also acknowledge, agree, and understand that Suppliers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Supplier Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. Supplier is an all ways free to determine when and if to perform Supplier Services. The Supplier will be paid at such times and amounts as agreed with a Client in a given Service Contract, and HowToRobot does not, in any way, provide or guarantee Supplier a regular salary or any minimum, regular payment.

20.3 Subcontractors

Suppliers may use subcontractors to perform Supplier Services unless otherwise agreed with their Client.

If a Supplier uses subcontractors, Supplier further agrees and acknowledges that this Section applies to HowToRobot’s relationship, if any, with Supplier’s subcontractors as well and Supplier is solely responsible for Supplier’s subcontractors.

21. Marketplace Feedback, User Content and Content Sharing

You hereby acknowledge and agree that Users publish and request HowToRobot to publish on their behalf information on the Website about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Suppliers or Clients voluntarily submit to HowToRobot and does not constitute and will not be construed as an introduction, endorsement, or recommendation by HowToRobot; HowToRobot provides such information solely for the convenience of Users.

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Website and you specifically request that HowToRobot post composite or compiled feedback about Users, including yourself, on User profiles and elsewhere on the Website. It may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that HowToRobot will make composite information available to other Users, including composite or compiled feedback. HowToRobot provides its feedback system as a means through which Users can share their opinions of other Users publicly, and HowToRobot does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other information relates only to the business advertised in the profile and not to any individual person.

HowToRobot does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. HowToRobot is not legally responsible for any feedback or comments posted or made available on the Website by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, HowToRobot reserves the right (but is under no obligation) to remove posted feedback or information that, in HowToRobot’s sole judgment, violates the Terms, including the Get Quotes Terms, or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of HowToRobot. You acknowledge and agree that you will notify HowToRobot of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, HowToRobot may rely on the accuracy of such information.

22. Relationship between Client and Supplier via Get Quotes

22.1 Service Contracts

If a Client and Supplier decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and the Supplier. The Client and the Supplier have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of the Service Contract. You acknowledge, agree, and understand that HowToRobot is not a party to any Service Contract, that the formation of a Service Contract between Clients and Suppliers will not, under any circumstance, create an employment or other service relationship between HowToRobot and any User or a partnership or joint venture between HowToRobot and any User.

The Client and the Supplier have the possibility to agree on and add separate terms for the Service Contract. These separate terms will form part of the Service Contract. In this way, with respect to any Service Contract, Clients and Suppliers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand HowToRobot’s rights and obligations under the Terms, including these Get Quotes Terms

It is the responsibility of the Parties to describe their needs and their services in an adequate and sufficient way.

Any Service Contract entered into via the Get Quotes Service can only have a delivery time of 85 days from point of hiring the Supplier for the Project.

The Supplier is in this context obliged to make a complete description of the Service Contract Price, including taxes etc. All prices on the Quotes provided via the Get Quotes Process must be provided in EURO. The Service Contract Price includes the full performance from the Supplier for the Get Quotes request, and no extra prices can be part of the Service Contract entered into as a Quote to the request. If an extension of the co-operation is needed, a new Get Quotes procedure must be made.

Furthermore, the Supplier acknowledges and agrees that Supplier is solely responsible (a) for all tax, customs, VAT etc. liability associated with payments received from Supplier’s Clients and through HowToRobot, and that HowToRobot will not withhold any taxes from payments to Supplier; (b) and for determining whether Supplier is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Supplier Fees and remitting any such taxes or charges to the appropriate authorities, as applicable.

In the event of an audit of HowToRobot, Supplier agrees to promptly cooperate with HowToRobot and provide copies of Supplier’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Supplier is engaging in an independent business as represented to HowToRobot.

22.2 Disputes among Users

For disputes arising between Clients and Suppliers, you agree to abide by the dispute process that is explained in the Direct Contract Terms that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that HowToRobot will not and is not obligated to provide any dispute assistance beyond what is provided in the Direct Contract Terms.

22.3 Confidential Information

Confidential Information is all information marked “Confidential” and exchanged between the Supplier and the Client.

To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care.

On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Supplier or Client; (b) was lawfully received by User without restriction from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information

23. HowToRobot Fees

23.1 Fees for Suppliers

It is a condition for the Supplier to subscribe to HowToRobot and comply with the terms for subscription to be able to make offers to Clients through Get Quotes. The subscription fees are described in section 3 of the Terms.

Besides the subscription fee, the Suppliers will pay HowToRobot a service fee for the use of Get Quotes corresponding to 5% of the total Service Contract Price (the “Service Fee”). If it is a recurring service, the Service Fee is payable when the service is redelivered in accordance with the Service Contract.

The Service Fee includes using the Get Quotes Services, invoices and a preliminary handling of an eventual dispute (as set out in the Direct Contract Terms) and payment services. The Service Fees (to use the Get Quotes Services) are paid solely by the Supplier. When a Client pays a Supplier for a Project or when funds related to a Project are otherwise released to a Supplier by the Client, the Service Fee to HowToRobot is deducted from the Service Contract price before it is released to the Supplier.

The Supplier hereby irrevocably authorizes and instructs HowToRobot to charge the Service Fee and pay HowToRobot on Supplier’s behalf.

23.2 Client Fees

Clients pay no fees to HowToRobot for the Get Quotes services, but it is a condition to use the service that the Client has subscribed to be a User. The basic subscription is free of charge for Clients.

23.3 No fee for introducing or for finding projects

HowToRobot does not introduce Clients to Suppliers and does not help Suppliers secure Projects. HowToRobot merely makes Get Quotes and Get Quotes Services available to enable Suppliers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, HowToRobot does not charge a fee when a Supplier finds a suitable Client or finds a Project. In addition, HowToRobot does not charge any fee or dues for posting public feedback and composite or compiled feedback, including composite information.

24. Payment terms and Payment Services

24.1 Payment Services

Through the Platform, Users can get access to payment services to deliver, hold, and/or receive payment for a Project, and to pay fees to HowToRobot. The payments are processed through our Payment Service supplier Stripe, an independent payment transaction provider. The User has accepted the terms and conditions of Stripe (www.stripe.com).

The payment flow consists of the following:

  • Client accepts to hire the Supplier for a Project.
  • The payment for the full Service Contract Price is reserved on the Client’s credit card via Stripe
  • When the Client marks the Project as delivered, the Client authorizes the Service Contract Price amount deducted the HowToRobot Service Fee to be released to the Supplier’s Stripe account.

Payments not released by day 84:

  • If the payment has not been released by the Client after 84 days, the Client must evaluate the project status and determine whether payment can be released to the Supplier.
  • If the project is not delivered within the 85 days a dispute process must be started immediately.
  • If the payment has not been released by the Client after 90 days, and no solution to the dispute has been found, HowToRobot will invoice the Supplier and charge the full HowToRobot Service Fee. HowToRobot will await instructions from the Client whether to release the reserved amount or a part of the amount. If the Client chooses not to release anything for the Supplier, it is the risk and the responsibility of the Client.

24.2 Supplier Stripe Account

The Supplier must create a Stripe account in order to receive the payments for a Service Contract.

24.3 Client Payment on Service Contract

HowToRobot will invoice the Client in accordance with the price agreed upon in the Service Contract and process described above (payment flow).

The Client automatically approves the invoice for the Service Contract Price when the Supplier is hired for the Project.

When Client approves the Service Contract, the Client automatically and irrevocably authorizes and instructs HowToRobot to charge the Client for the full Service Contract Price.

24.4 Non-Payment

The Client is in default if the Client fails to pay the Supplier in accordance with the Service Contract, e.g. if: (a) the Client fails to pay the Supplier contract amounts when due; or (b) the Client initiates a chargeback with a bank or other financial institution resulting in a charge made by HowToRobot for Supplier contract amounts to be reversed to the Client.

If Client is in default, HowToRobot may, without notice, temporarily or permanently close the Client’s Account and revoke the Client’s access to the Website and the Platform, including the Client’s authority to use the Website to process any additional payments, enter into Service Contracts, or obtain any additional Supplier Services from other Users through the Website. However, the Client will remain liable for any amounts that accrue on any open Projects at the time a restriction is put on the Client’s Account as a result of the default. Without limiting other available remedies, the Client shall pay HowToRobot upon demand any amounts owed, plus interest on the outstanding amount at the lesser of eight percent (8%) per month or the maximum interest allowed by applicable law, plus attorney’s fees and other costs of collection to the extent permitted by applicable law.

At our discretion and to the extent permitted by applicable law, HowToRobot may, without notice, charge all or a portion of any amount that is owed on any Account to HowToRobot or as Service Contract Prices or otherwise with any available payment method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by HowToRobot; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation.

HowToRobot does not guarantee that the Client is able to pay or will pay the Supplier any amount under a Service Contract and HowToRobot is not liable towards the Supplier for any amount under a Service Contract if the Client is in default.

Appendix 1: Direct Contract Terms

HowToRobot has facilitated a direct transaction through Get Quotes between

[Client]

and

[Supplier]

(The Client and the Supplier are individually referred to as a “Party” and collectively as the “Parties”)

1. Definitions

In these Direct Contract Terms, the term

“Offer” means the response to the Client Request with a fixed price on Get Quotes.

“Release Day” means the day the Client releases the payment from the reserved account.

“Request” means the Clients use of the Get Quotes tool by asking for an Offer of the Clients needs described via the tool.

“Special Terms” means terms agreed on between the Parties that clearly supplements or change the Direct Contract Terms in compliance with the formality requirements of the Direct Contract Terms of clarity. The Special Terms cannot influence or change the Get Quotes Terms.

2. Background for Direct Contract Terms

The Parties have entered into a Service Contract through a request and an offer process with a fixed price, including delivery time and place (“Get Quotes Process”).

The Service Contract describes the Supplier’s specific delivery obligations to fulfil the needs of the Client through the Get Quotes Process.

The following terms (the “Direct Contract Terms”), form part of the Service Contract and contain a standard regulation of the Parties’ performance and their rights and obligations hereunder.

Special terms can be agreed upon between the Parties in addition to these Direct Contract Terms (“Special Terms”). If the Special Terms differ from the Direct Contract Terms it must be clear from the wording of the Special Terms which regulation in the Direct Contract Terms the Special Terms change, how they change the terms and that a conscious change has been made.

Furthermore, the Get Quotes Terms govern the relationship between the Parties.

Apart from what is already agreed upon through the Get Quotes Process, the following shall apply:

3. Terms of Payment

The Client shall immediately after accepting the Supplier’s offer, pay the Service Contract price by using the HowToRobot payment service as set out in the Get Quotes Terms. The Service Contract Price will be reserved for the Supplier for later release in accordance with the HowToRobot Get Quotes Terms.

The Client is obliged to release the payment and pay whenever the Supplier has made a delivery that comply with the needs of the Client described in the Request and on the Release Day.

4. Testing

Testing of the Supplier Service including deliverables is only to take place if the test is described as part of the Service Contract and the Get Quotes Process.

The purpose of a test will primarily be to determine whether the Client’s needs have been fulfilled.

The procedure, content and approval criteria of the test must be part of the Get Quotes Process.

If a test is made and a test has been passed, the Client shall issue a written approval thereof to the Supplier without undue delay.

No review, commenting or approval on the part of the Client of any test can be taken as an implication of a change of the needs described in the request.

5. Maintenance

Maintenance of the Supplier Service including deliverables is only to take place if the maintenance tasks are described as part of the Service Contract and the Get Quotes Process.

The Supplier is obliged to deliver maintenance of his services for a pre-defined period of time if requested by the Client.

The particular extent of the maintenance and the performance thereof must be part of the Get Quotes Process to be contained in the Service Contract Price.

6. Warranty

The Supplier warrants that the services and deliveries specified in the Service Contract fulfil the needs of the Client as specified in the Request.

In case the specified deliveries are not sufficient, the Supplier shall be liable, without further payment, to deliver what is necessary to perform in accordance with the Service Contract.

The Supplier warrants that the goods and services delivered will fulfil the requirements of the present Service Contract throughout the warranty period.

The warranty period shall be one year, running from the date the Client releases the payment for the Supplier.

The Supplier shall be liable for the deliveries and services of its subcontractors under the Service Contract in exactly the same manner as for its own deliveries and services.

7. Delay

In case the time of delivery agreed in the Get Quotes Process is foreseen to be delayed, regardless of the responsibility for the delay, the Supplier must give a notice of delay immediately after becoming aware of the delay.

The Parties must try to handle the delay in a positive, cooperative and responsible attitude in order to find a solution with full regard to the needs of the Client and the opportunity of the Supplier.

If no solution can be found within 30 days ensuring the needs and opportunities, the Service Contract can be terminated with a notice of 14 days to minimize the losses of both Parties.

The implications of the delay must be settled between the Parties in accordance with the Disputes model in clause 16 below.

8. Defects

A defect in the services or deliveries delivered shall be deemed to exist if these fail to fulfil the warranty given by the Supplier, or do not possess such properties or do not work in such a manner as the Client might justly expect on the basis of the content of the Service Contract.

The Parties must try to handle the defect in a positive, cooperative and responsible attitude in order to find a solution with full regard to the needs of the Client and the opportunity of the Supplier.

As part of finding a solution, a proportionate reduction must be considered and applied in accordance with the general rules of Danish law.

If no solution can be found, and no agreement made on the proportionate reduction is concluded within 30 days after the defect is has been ascertained ensuring the needs within the opportunities, the Service Contract can be terminated with a notice of 14 days to minimize the losses of both Parties.

The implications of the defect must be settled between the Parties in accordance with the Disputes model in clause 16 below.

9. Conditions relating to the Client

In case the Client fails to perform its payment obligations under the Service Contract, the Supplier shall be entitled to interest in accordance with the rules of the Danish Interest Act.

In case the Client does not contribute to the Project as described in Get Quotes Process, the Parties must try to handle the Client’s non-performance in a positive, cooperative and responsible attitude in order to find a solution with full regard to the situation of the Client and the need of the Supplier to finalize the delivery.

As part of finding a solution, the Supplier shall be entitled to an objectively and reasonable postponement of time limits for the delivery as well as interest on any postponed payments. As part of the solution, the Parties could make a new Get Quotes Process to buy extra resources from the Supplier to fill the gap of the Client.

If no solution can be found within 30 days after occurrence of the Client’s non-performance has been identified, the Service Contract can be terminated with a notice of 14 days to minimize the losses of both Parties.

The implications of the non-performance must be settled between the Parties in accordance with the Disputes model in clause 16 below.

10. Termination

The Parties may terminate the Service Contract if the situations in clauses 6-8 above occurs.

In case of termination, the amounts paid by the Client awaiting release are to be settled through the Dispute model in clause 16 below or on request of the Client to be released to the Client without any deduction. In case the full amounts paid are released to the Client, the Client shall return to the Supplier any deliveries subject to the termination in their present condition at the Client's locations. The Supplier shall arrange for disassembling.

However, the Client shall be entitled to use the deliveries until alternative replacement meeting the Client’s needs can be obtained. In that case, the amounts paid by the Client shall not be released before the return is carried through. For the period from the termination until the return, the Client shall pay a reasonable fee for the benefit enjoyed by the Client.

Any agreement on maintenance shall lapse when the return is carried through.

11. Damages

The Parties shall be liable to pay damages in accordance with the general rules of Danish law.

However, in all circumstances, the total amount of the damages shall be limited to the Service Contract Price.

The Parties shall not in any case be liable for operating loss, consequential damage, or any other indirect loss. Loss of data shall be regarded as an indirect loss.

The limitations above shall not apply to the extent that a loss or damage is caused by a Party’s wilful misconduct or grossly negligent acts or omissions.

The Supplier's product liability shall be governed by the general rules of Danish law. Furthermore, the Supplier shall maintain in force product liability insurance for five years after the Release Day.

12. Force Majeure

Under the present contract, neither the Supplier nor the Client shall be regarded as liable to the other Party for circumstances beyond the Party's control and which the Party, when entering into the Service Contract, could not have foreseen (including strikes), or could not have avoided or overcome. Circumstances incurred by a subcontractor shall only be regarded as force majeure in case the subcontractor is faced with an obstacle falling within the first sentence of the present clause and which the Supplier could not have avoided or overcome.

Force majeure in the case of delay may only be claimed for the number of working days for which the force majeure situation lasts. In case a time limit for the Supplier is postponed as a result of force majeure, the payments associated therewith shall be postponed correspondingly.

Force majeure may only be claimed if the Party in question has given written notice thereof to the other Party not later than five working days after the occurrence of force majeure.

The Party who has not been affected by the force majeure situation is entitled to cancel the Service Contract in case the agreed delivery date is postponed by 30 working days as a result of force majeure. In the event of such cancellation, both Parties shall return as soon as possible the items they have received from the other Party, and no other claims shall then exist between the Parties.

13. Mandatory Rules

The Supplier warrants that services and deliveries are in compliance with relevant mandatory rules such as these exist at the time of conclusion of the Service Contract.

14. Third Party’s Rights

The Supplier warrants that the services and deliveries do not violate the rights of others, including patents and copyrights.

This warranty shall be subject to the condition that the Client notify the Supplier in writing immediately when the Client becomes aware of any violation of rights and that the Client assists the Supplier during the case to the extent necessary.

15. Confidentiality

The Parties shall observe confidentiality with regard to all matters that do not fall within general knowledge and as regulated in the Get Quotes Terms.

Notwithstanding the foregoing, the Supplier may include the Client together with the HowToRobot Get Quotes Process on its list of references, but may not otherwise use the Client's name for marketing purposes.

16. Disputes

The Service Contract shall be governed by Danish law.

Should any disagreement arise between the Parties in connection with the present contract, the Parties shall initiate negotiations for the purpose of solving the dispute with a positive, cooperative and responsible attitude.

If necessary, efforts shall be made to escalate such negotiations to a higher level within the Parties' organizations.

In case no solution is obtained at a higher level within the Parties’ organizations, the Parties shall ask HowToRobot to contribute. HowToRobot will make a preliminary investigation of the views of the Parties and, based on this, suggest an amicable solution to the dispute. This process is part of the Get Quotes Process fee.

If no solution is found through the Get Quotes Proces, the Parties shall ask HowToRobot for a fixed fee to come up with a non-binding solution for solving the dispute.

If both Parties accept the fee-proposal, HowToRot must produce a non-binding solution proposition in order with the fee proposal.

When the procedure described above has been attempted, either of the Parties shall be entitled to demand that the disagreement be solved finally by the ordinary courts of Denmark with the Court of Copenhagen as first instance.