INTERMEDIATION AGREEMENT
GENERAL TERMS
HEMES operates as a closed platform designed to connect Fractional consultants with Clients across various jurisdictions to facilitate the efficient and effective matching of Fractional consultants with Clients to ensure the provision of high-quality services.
1. DEFINITIONS
1.1. "Agreement" means the legally binding contract between HEMES and Fractional consultant in order to receive order to render Services to Client, consisting of these General Terms and the Special Terms.
1.2. "Client" means a legal entity or natural person (which operates through independent economic activity) registered to Platform in order to receive Services provided by HEMES chosen Fractional consultant.
1.3. "Fractional consultant" means the natural person, who is operating through independent economic activity and eager to render Services to Clients through securities and warranties provided by HEMES as disclosed agent.
1.4. "General Terms" means all of the terms and conditions contained herein and all other operating rules, policies, established good practice, guidelines, and procedures as expressly agreed upon in advance in writing between the Fractional consultant and HEMES, as well as any of their future modifications.
1.5. "HEMES" means a legal entity, with registration number 306226379, having its registered office at Kauno str. 16-8, LT-03212 Vilnius, Republic of Lithuania, which operates Platform for Fractional consultants and Clients professional use in order to receive particular Services rendering.
1.6. "Platform" means the website operated by HEMES, functioning as a closed platform designed to connect Fractional consultants with Clients across various jurisdictions, while HEMES manages all the operations regarding provision of Services to the Clients.
1.7. "Services" means all possible Services in fields such as marketing, advertising, business development consulting, sales operations, revenue operations, sales team management and other related professional areas provided by Fractional consultant to the Client.
1.8. "Special Terms" means special terms and conditions agreed between HEMES and the Fractional consultant.
1.9. “HEMES fee” shall mean fee for the intermediation provided in the Special terms.
1.10. “Tripartite Agreement” means the legally binding contract entered into by HEMES, the Fractional consultant and the Client, wherein all three parties agree on the specific terms governing how the Fractional consultant will provide services to the Client.
2. APPLICATION
2.1. These General Terms apply to Fractional consultants who apply for registration in Platform, operated by HEMES. These General Terms are considered an integral part of the Special Terms. By signing the Special Terms, the Fractional consultant, as specified therein, expresses their agreement with these General Terms.
2.2. The General Terms apply to all Fractional consultants and all our Services unless HEMES has expressly agreed otherwise in writing with the Fractional consultant.
2.3. The Special Terms shall take precedence over the provisions of these General Terms. In certain cases, provided it does not contravene professional conduct rules, other regulations or applicable laws, the hiring and conclusion of the Tripartite Agreement may occur in another form, such as via email or a similar method.
3. PLATFORM SERVICES
3.1. HEMES operates as a closed platform designed to connect Fractional consultants with Clients across various jurisdictions. The Platform's primary objective is to facilitate the efficient and effective matching of Fractional consultants with Clients to ensure the provision of high-quality Services in different professional Services fields.
3.2. The Platform integrates a diverse array of freelance Fractional consultants who offer Services in fields such as marketing, advertising, business development consulting, sales operations, revenue operations, sales team management and other related professional areas. Clients can express their business needs to HEMES, while HEMES uses the Platform to find Fractional consultants who meet their specific business needs, thereby addressing a wide range of business requirements.
3.3. Hereby Fractional consultant grants to HEMES the right to represent Fractional consultant’s interests in order to receive an offer from the Client for Fractional consultants rendering Services and eventually execute Tripartite Agreement.
4. FRACTIONAL CONSULTANT’S ONBOARDING PROCEDURE
4.1 The Fractional consultant shall register on the Platform by completing the registration form available on website: https://wearehemes.com/. In completing the registration form, the Fractional consultant is obligated to provide accurate, clear and unequivocal information regarding their qualifications, educational background, certifications and any other information necessary to deliver high-quality Services to the Client.
4.2. The Fractional consultant appoints HEMES to find Clients according to the criteria outlined in reference to Fractional consultant’s expertise and experience in the particular Service’s field.
4.3. Upon securing the Client for the Fractional consultant and agreeing on the essential terms of Service provision (such as price, deadlines and timing etc.), HEMES will present a Tripartite Agreement to the Fractional consultant and the Client for agreed Services.
4.4. While HEMES aims to facilitate the prompt acquisition of Service orders for each registered Fractional consultant and to meet the Fractional consultant's desired volume of inquiries for rendering Services, HEMES does not guarantee the receipt of orders by the Fractional consultant. HEMES imposes no restrictions on the Fractional consultant's ability to offer identical Services through other channels outside of the HEMES scope..
4.5. The Fractional consultant is required to adhere to the highest standards of care and diligence when providing Services to Clients. Failure to do so will result in the Fractional consultant being held directly liable to the Client for any damages caused, in accordance with applicable laws.
4.6. HEMES is seeking to assemble a network of Fractional consultants who provide top-tier Services and will thoroughly investigate any Client feedback or complaints. HEMES reserves the right to terminate the Agreement with any Fractional consultant who, whether intentionally or through gross negligence, provides substandard Services.
4.7. Fractional consultants typically work remotely for Clients and are not required to visit physical office locations, using their own tools and resources unless otherwise agreed with the Client.
4.8. Fractional consultants may simultaneously work for multiple Clients unless otherwise agreed with a specific Client.
4.9. Fractional consultants are not prohibited from independently seeking orders outside the Platform.
4.10. Some Fractional consultants may be employed (or in the other way engaged) full-time or part-time by other companies (Clients) while also providing services to other Clients through the Platform.
5. SERVICE DELIVERY AND PAYMENT
5.1. The Fractional consultant shall provide Services directly to the Client. HEMES shall issue invoices to the Client for the Services rendered by the Fractional consultant.
5.2. The invoice issued by HEMES to the Client shall include only the price for the Services provided by the Fractional consultant.
5.3. Payments from the Client shall be made directly to HEMES. Upon receipt of payment, HEMES will deduct its fee, as specified in the Special Terms, and remit the remaining amount to the Fractional Consultant. This payment will be made within five (5) business days of receiving the Client's payment, provided that HEMES has received a corresponding VAT invoice from the Fractional Consultant for the Services rendered.
5.4. The Fractional consultant, when providing Services to the Client, must be registered for individual activity, or provide services through its own company (or hold an equivalent status if operating outside Lithuanian jurisdiction).
5.5. In the event of the Fractional consultant’s illegal actions in providing Services without holding the required status, all tax and other consequences shall be borne solely by the Fractional consultant, without rendering HEMES liable. Furthermore, the Fractional consultant shall reimburse HEMES for any damages, costs, or penalties incurred as a result of such actions, including but not limited to legal expenses, fines, or reputational harm, in accordance with applicable laws.
5.6. The Fractional consultant provides Services independently, using their own means, efforts, and resources.
5.7. The Fractional consultant may work under employment relationships and/or other contracts for other Clients, except in cases where a conflict of interest or potential confidentiality breach may arise. This does not imply that the Fractional consultant will be employed by HEMES, as HEMES acts solely as a disclosed intermediary connecting the Fractional consultant and Client. Subject to the terms of this Agreement, the Fractional consultant may continue to provide Services to other Clients through the HEMES scope or outside the HEMES scope.
5.8. The Tripartite Agreement will typically require the Client to pay HEMES within 7 (seven) calendar days from the invoice date for Services provided by the Fractional consultant.
5.9. In cases where the Client fails to make payment within the stipulated period, HEMES will undertake all necessary and reasonable actions to recover the payment. These actions may include, but are not limited to, sending payment reminders, initiating legal proceedings, or engaging collection agencies. If, despite these efforts, HEMES is unsuccessful in receiving payment from the Client, HEMES and the Fractional Consultant will collaborate in good faith to resolve the issue. The Fractional consultant may then pursue any legal or other actions deemed appropriate to recover the payment for the Services rendered.
6. DISPUTE RESOLUTION AND APPLICABLE LAW
6.1. The Parties agree to first attempt to resolve any disputes, controversies, or claims arising out of or relating to this Agreement through good faith negotiations. Either Party may initiate such negotiations by providing written notice to the other Party describing the dispute in detail.
6.2. If the Parties cannot resolve the dispute through negotiations within 30 (thirty) calendar days of the written notice, any disputes, controversies or claims arising out of or in connection with this Agreement, including its validity, interpretation, performance, breach or termination, shall be submitted to the exclusive jurisdiction of the courts of the Republic of Lithuania.
6.3. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of laws principles.
6.4. Nothing in this clause shall preclude either Party from seeking interim relief or injunctive relief from the courts of the Republic of Lithuania to prevent or address a breach of confidentiality, intellectual property rights or other urgent matters.
7. LIABILITY
7.1. HEMES serves as a comprehensive intermediary, facilitating the engagement between the Client and the Fractional Consultant. In addition to collecting funds from the Client, HEMES is responsible for identifying and selecting the most suitable Fractional talent, monitoring their performance, and gathering relevant information to ensure the quality and reliability of the Fractional Consultants. HEMES also assists the Client in choosing an appropriate Consultant and negotiating the scope and terms of the engagement, thereby ensuring a seamless and effective collaboration.
7.2. HEMES is responsible to the Fractional consultant for the Client's payment for Services rendered properly and adequately. The Fractional consultant grants HEMES all necessary authorizations to demand payment from the Client. However, in cases of improperly or inadequately provided Services (intentional/gross negligence), the Fractional consultant is liable to the Client as per applicable laws.
7.3. The Client is considered to have settled with the Fractional consultant upon full payment to HEMES, at which point HEMES is obligated to settle with the Fractional consultant.
7.4. Neither Party shall be liable to the other for any indirect, special, consequential, punitive, or incidental damages arising out of or in connection with this Agreement (including, without limitation, lost profits) to the extent permitted by the applicable law.
8. DATA PROTECTION
8.1. HEMES and the Fractional consultant shall comply with all applicable data protection laws and regulations in connection with the performance of their respective obligations under this Agreement.
8.2. HEMES shall process personal data provided by the Fractional consultant or the Client only for the purposes of performing this Agreement and ensuring the delivery of Services.
8.3. The Fractional consultant agrees to process any Client data in compliance with applicable laws, including implementing necessary security measures to protect personal data.
8.4. Any data breaches or violations must be reported immediately by the Fractional consultant to HEMES and to the Client, specifying all relevant details to ensure timely action.
9. CONFIDENTIALITY
9.1. The parties shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the other party’s confidential information and shall prevent the third parties’ access to such information. The confidentiality obligation includes the prohibition to use the confidential information for any other purposes than the provision and receipt of the Services and other services agreed between the parties of this Agreement and/or Tripartite Agreement.
9.2. The Fractional consultant agrees to adhere to the confidentiality obligations stipulated in the Agreement and/or Tripartite Agreement. Upon termination of the legal relationship between HEMES and the Fractional consultant, the Fractional consultant agrees to return all information obtained during the performance of obligations to HEMES, and for information that cannot be objectively returned, not to disclose it to third parties for 5 (five) years following the termination of the legal relationship without HEMES's written consent. Failure to comply will result in a penalty of 20000 EUR, which does not cover direct damages.
9.3. When handling Client data, the Fractional consultant agrees to implement security measures, including using antivirus software, two-factor authentication methods, VPNs when connecting to unknown internet access points, and other efforts to ensure the secure and smooth handling of Client information.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. All intellectual property rights in any materials, documents, designs, concepts, or other works created by the Fractional consultant in connection with the Services provided to the Client shall remain the sole property of the Client unless otherwise agreed in writing.
10.2. The Fractional consultant warrants that all work provided to Clients does not infringe the intellectual property rights of any third party. In the event of any claim or action arising from an alleged breach of intellectual property rights related to the work provided, the Fractional consultant agrees to indemnify and hold harmless HEMES from any and all liabilities, damages, costs, and expenses, including reasonable attorney's fees, arising from such claims or actions.
11. DISCLAIMER OF WARRANTIES
11.1. HEMES provides the Platform and to its related Services "as is" and "as available" without any warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
11.2. HEMES will make all reasonable efforts to ensure that the Platform is secure, reliable, and protected against unauthorized access and other security vulnerabilities. However, HEMES does not warrant that the Platform will be error-free or uninterrupted.
12. LIMITATION OF LIABILITY
12.1. To the maximum extent permitted by applicable law, HEMES shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including, but not limited to, loss of profits, data, or goodwill.
12.2. The total liability of HEMES for any claims arising out of or related to this Agreement shall not exceed the total fees paid by the Client to HEMES for the specific Services giving rise to such claims. This limitation of liability shall not apply to damages arising from gross negligence, wilful misconduct, or any other liability that cannot be excluded or limited by applicable law.
13. RELEASE AND INDEMNIFICATION
13.1. The Fractional consultant agrees to release, indemnify, and hold harmless HEMES, its directors, employees and agents from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to:
13.1.1. Fractional consultant’s breach of this Agreement or applicable laws;
13.1.2. Fractional consultant’s negligence or misconduct in the provision of Services;
13.1.3. Any intellectual property infringement claims related to Fractional consultant’s work.
14. TERM AND TERMINATION
14.1. This Agreement shall commence upon acceptance by the Fractional consultant and shall continue unless terminated in accordance with the provisions herein.
14.2. Either party may terminate this Agreement by providing 30 (thirty) days' written notice to the other party.
14.3. HEMES may terminate this Agreement immediately if the Fractional consultant breaches any material term of this Agreement or engages in actions that may harm HEMES’s reputation.
14.4. Upon termination, all provisions regarding confidentiality, intellectual property and liability shall survive.
15. MISCELLANEOUS
15.1. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings.
15.2. Amendments to this Agreement must be made in writing and signed by authorized representatives of both parties.
15.3. Any notice under this Agreement shall be deemed duly given if delivered electronically or via registered mail to the addresses specified in the Special Terms.
16. CHANGES TO THESE GENERAL TERMS
16.1. HEMES reserves the right to amend or update these General Terms at any time. Any changes will be communicated to the Fractional consultant via email or the Platform.
16.2. Continued use of the Platform and Services by the Fractional consultant constitutes acceptance of the updated terms.
16.3. If the Fractional consultant does not agree to the amended terms, they must notify HEMES in writing and may terminate their relationship with HEMES.
