Freelancing Agreement Template

The parties of the agreement and the subject of the contract

This Freelancing Agreement (the "Agreement") is made and entered into by and between:

1. COMPANY A, Business ID XXXXXXXX, (the "Client"); and
2. COMPANY B, Business ID XXXXXXXX, ("the Freelancer").

The Client and Freelancer are collectively referred to as the “Parties” and individually as a “Party.”

Scope of Services

The Freelancer agrees to provide project-based services (the "Services") to the Client as described in an attached Statement of Work (SOW) or project proposal. The Freelancer is free to determine how, where, and when the Services are performed, subject to project deadlines agreed by the Parties.

The Freelancer’s time commitment may vary depending on availability, and there is no obligation to dedicate a set number of hours per week.

Changes in Scope

Any changes to the scope of the Services (including, but not limited to, additional tasks or amendments to deliverables) must be agreed upon in writing by both Parties. Such changes may result in adjustments to the estimated timeline and fees, and the Freelancer shall provide an updated estimate where necessary.

Administrative tasks and other non-project-related work requested by the Client will be billed on an hourly basis at a rate of 80 EUR/hour, unless otherwise agreed.

Fees and Payment

The Freelancer will be compensated based on the agreed project fee outlined in the SOW or project proposal. Any additional work outside the scope of the project will be invoiced separately at the hourly rate specified in Section 2.

The Freelancer shall submit invoices to the Client upon completion of agreed project milestones or on a monthly basis, as agreed between the Parties. Payment terms are 14 days from the date of the invoice.

If the Client requests that the Freelancer complete the work on an expedited basis, requiring the Freelancer to prioritize the Client's project over other obligations or to work extended hours, a rush fee of may be applied. The Freelancer will inform the Client in advance of such a fee, and the fee must be agreed upon in writing before proceeding with the rushed work.

If payment is delayed, the Freelancer is entitled to statutory interest on late payments in accordance with the Interest Act of Finland. The Client is responsible for all applicable taxes (including VAT) under Finnish law.

Intellectual Property Rights

Upon full payment for the Services, the Client will own all intellectual property rights to the deliverables created as part of the Services. This includes, but is not limited to, code, designs, and other work products produced by the Freelancer for the Project.

The Freelancer retains the right to use pre-existing tools, libraries, or methods that are not specific to the Client's project and which do not include the Client’s proprietary information

Liability and Indemnity

The Freelancer’s total liability to the Client for any claim arising from or in connection with this Agreement (whether based on contract, tort, negligence, or otherwise) shall not exceed the total amount of fees paid to the Freelancer by the Client under this Agreement in the 12 months preceding the event that gave rise to the claim. The Freelancer shall not be liable for indirect, consequential, or incidental damages, including lost profits or business interruption.

However, the limitation of liability shall not apply in the event of damages caused by willful misconduct or gross negligence.

Confidentiality

The Parties agree not to disclose any confidential or proprietary information belonging to the other Party, unless required by law or necessary to perform the Services. Confidential information includes business strategies, financial information, trade secrets, or any other information that the Party designates as confidential.

The obligation of confidentiality will remain in effect for three (3) years after the termination or completion of this Agreement, unless otherwise agreed.

Unless otherwise agreed, the Parties have the right to use the name of the other Party and the cooperation subject to this Agreement as reference, taking care of the confidentiality of the Party’s confidential material and information.

Term and Termination

This Agreement shall enter into force on XX/XX/2024 and it shall continue in force until terminated by either Party with four weeks’ prior notice to the other Party. In the event of termination, the Freelancer is entitled to payment for work completed up to the termination date, including any expenses or outstanding fees.

If the Client terminates the Agreement without cause, the Client will compensate the Freelancer for work performed and any reasonable expenses incurred prior to the termination.

Force Majeure

Neither Party shall be liable for delays or failures to fulfill their obligations under this Agreement if such delays or failures result from events beyond their reasonable control, including but not limited to acts of God, natural disasters, war, strikes, or government actions.

Governing Law and Dispute Resolution

The laws of Finland apply to this Agreement. Unresolved disputes relating to this Agreement will be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland, and the language of the proceedings shall be English.

Entire Agreement

This Agreement, along with any attached Statements of Work, represents the entire understanding between the Parties and supersedes all prior agreements, communications, and discussions related to the Services. Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.

Signatures

This Agreement is made in two identical copies, one of which is for each Party. The contract can also be signed electronically, whereby the electronic signature produces the same legal effect as the handwritten signature.