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YDIN TERMS OF SERVICES FOR DEVELOPER AGENCIES

Last revised: March 14th, 2019.

These Terms of Services ("Agreement") are an agreement between the business entity you represent ("Agency", "you", or "your"), and YDIN Private Limited, a company incorporated in Singapore (Registration No. 201628091W), with registered office at #02-01, 68 Circular Road, 049422 SINGAPORE ("YDIN", "we", "us", "our"), (together the "Parties" or individually a "Party").

You must read, agree with and accept all the terms and conditions contained in this Agreement in order to create an account and use the website located at YDIN.com and related software, consulting and services (collectively, the "YDIN Services").

You understand that by signing up for and using YDIN Services, you and the legal entity you represent agree to be bound by these terms.

If you do not accept these terms in their entirety, you may not access or use the YDIN Services.

1. YDIN SERVICES

1.1. Overview

YDIN provides software consulting and development services ("Projects") for companies ("Clients") who need temporary or long-term resourcing for their software projects.

YDIN does not employ designers and developers, but instead partners with design and developer agencies ("Agencies") and subcontracts the work from them.

Clients are companies and organizations with YDIN Terms of Services for Client Companies agreement signed with YDIN, typically enterprises, growth-stage startups, and high-end consulting companies.

Projects are any kind of agreed work for a Client purchased from and delivered by YDIN. Project personnel, schedule, commercial terms, etc are agreed in a separate project resourcing contract ("Project Contract") signed between Client and YDIN.

Project resourcing can consist of one or more software designers, programmers, quality assurance engineers, scrum masters, or other people involved in the digital product development ("Resource", or "Resources").

For the Agencies YDIN operates as an external marketing and sales team, helping them find new Clients, negotiate Project Contracts for the Agencies, and manage and develop Client relationships during the Projects.

YDIN Services can be accessed and used through YDIN.com website and personally through your assigned account manager.

1.2. This Agreement

The purpose of this Agreement is to provide a framework with basic terms and conditions for both Agencies and YDIN to be used in the Projects.

This agreement is not binding either Party to purchase any Projects or similar work.

Separate binding Project Contracts are done for each Project. Project Contracts can add more project specific terms, or overwrite one or more of the terms defined in this Agreement.

The content of all YDIN legal documents is public, and the latest version of this Agreement with version history is always publicly available at YDIN GitHub page: GitHub.com/YDIN/legal.

1.3. Eligibility

The YDIN Services are available only to legal entities that are capable of forming legally binding contracts under applicable law.

In order to create an account, you must provide us with your business name and contact information, including the name and contact information of a representative authorized to act on your entity’s behalf.

In addition, you confirm that you are not prohibited or limited in any way from participating as an Agency and using the YDIN Services by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements).

YDIN may determine your eligibility to create an account on the YDIN Services in its sole discretion.

2. NON-DISCLOSURE AGREEMENT (NDA)

To be able to work effectively together, the Client, the Agency, and YDIN may share non-public information with each other before, during, and after the Projects.

Any information that the Client, the Agency, or YDIN has not made public in their websites, or other online or offline services, must be treated as Confidential.

Based on the source, the receiver, and sensitivity, the information is categorized to different confidentiality levels.

2.1. Agency Business Confidential

During the collaboration Agency may share information to YDIN that is Agency Business Confidential, for example, Agency’s strategy plans, financials, and so.

YDIN keeps Agency Business Confidential information confidential and access strictly limited to only YDIN management.

2.2. Agency Sales Confidential

Agency Sales Confidential information means any non-public information shared by the Agency to enable and support marketing and sales of the Agency and its Resources to YDIN's Clients before, during, and after the Projects. For example the Agency's sales presentations, detailed employee headcounts, available resources, CVs, hourly rates, and so on.

Agency agrees that YDIN has a right to share and provide access freely to any Agency Sales Confidential information for its Clients.

Agency can inform YDIN about individual companies and/or categories that YDIN does not have the right to share the Agency Sales Confidential information.

2.3. Client Confidential

Client Confidential information means any non-public information shared by the Client for the Agency before and during the Projects. For example Client’s strategy, product roadmaps, pricing information, project plans, design documents, source codes, and so on.

Agency must keep the information confidential, and limit access strictly only to the people named in the Project Contract.

Agency also guarantees that all its employees participating in the Projects from YDIN have an appropriate confidentiality clause in their signed employment agreements covering the handling of Client Confidential information.

Project Contract may define additional Client and Project specific information management and confidentiality requirements that must be followed.

3. INTELLECTUAL PROPERTY RIGHTS (IPR)

Agency guarantees that all its employees participating Projects from YDIN have an appropriate intellectual property rights (IPR) clause in their signed employment agreements stating the IPRs from their working hours for the Agency are transferred to the ownership of the Agency.

All IPRs created in Projects with YDIN by Agency and its employees are transferred to YDIN and passed to the ownership of the Client as defined in the YDIN Terms of Services for Client Companies.

Any exceptions to this IPR transfer will be defined in the Project Contract. Such exceptions can be for example usage of existing intellectual property from the Agency, from a 3rd party, or from YDIN.

4. WAY OF WORKING

4.1. YDIN Delivery Model

All YDIN Projects use YDIN Delivery Model as the basis: GitHub.com/YDIN/Delivery-Model.

YDIN Delivery Model defines the roles and responsibilities, the basic communications, Project steering practices, and contractual model between the Clients, YDIN, and the Agencies.

Each Project can have Client and Agency-specific modifications for the way of working specified in the Project Contract, or later agreed during the Project by all the Parties in writing.

4.2. Processes and Tools

For the Project work Agency and its Resources uses its own software development processes, hardware, software, and tools.

Any Client specific tools and processes are agreed together with the Client before the Project and defined in the Project Contract separately.

By default, all Projects use agile software development methodologies and Scrum with 2 weeks sprints.

4.3. Work Location

By default, all work is done the Agency's registered office premises. Any remote work e.g. from home must be agreed beforehand with the Client in writing.

Possible onsite work or regular visits to the Client are defined in the Project Contract.

4.4. Working Hours

Default working hours are 8 hours per day from Monday to Friday, expect local national public holidays in the Agency's country.

4.5. Hour Reporting

Client Project hours for invoicing are reported daily to hour reporting tool provided by YDIN (Harvest, GetHarvest.com). Time recorded is rounded up to 15 minutes.

At the end of each sprint, Agency checks and ensures hours are correct for invoicing the Clients.

4.6. Project Contract

Project Contracts are signed between the Client and YDIN and incorporate the terms of YDIN Terms of Services for Client Companies between Client and YDIN: GitHub.com/YDIN/legal.

YDIN prepares the Project Contract proposals with the input from the Agency for the Resources, rates, schedule, and way of working. Before YDIN delivers the Project Contract for the Client for approval, the Agency must approve, sign and commit to the Contract and its terms with email approval.

4.7. Project Contract Resourcing Changes

Agency has a right to offer the same resources to multiple Projects with YDIN and to its own projects at the same time. The Agency is obligated to inform YDIN about such double-booking.

Agency has a right to remove or change resources assigned for the Project Contract before the Client approves the proposal, e.g. if another Client approves a proposal with the same resources earlier. In such occasion, the Agency must inform YDIN immediately.

5. COMMERCIAL TERMS

5.1. Time and Materials

All YDIN Projects are invoiced from the Client using the Time and Material model, that is, the Client is invoiced based on actual hours worked for the Project and receipts from any Project-related expenses.

5.2. YDIN Service Fee

YDIN takes 12% service fee from the Client payments from all the Project sold and delivered through YDIN Services.

5.3. Client Rates

The Agency decides the proposed hourly rates used for the Project Contract proposals. YDIN’s role is to provide advice and recommendations based on market information.

The final rates are then agreed case-by-case between the Client and the Agency. YDIN’s role is to facilitate the negotiations and to ensure a fair deal for all Parties.

By default, all rates are in USD, unless a Client demands some other currency.

5.4. Overtime Work

All overtime work must be agreed and approved in writing with the Client beforehand.

Overtime hours are invoiced from the client with the following overtime rates unless local legislation of the Agency states otherwise:

  • Normal overtime: 1.3x normal hourly rate
  • Public holiday overtime: 1.6x normal hourly rate

5.5. No-risk Trial

Clients have a no-risk trial period of 2 weeks for each Resource who starts in a Client Project. If the Client is not satisfied with a Resource, the Client does not have to pay for the first two weeks for that particular Resource, and neither YDIN nor Agency will get paid for the work of that Resource.

At the end of the trial period, YDIN confirms from the Client that the Client is satisfied with the resource, will pay for the work, and continue with the Resource.

In the case of non-payment, the Resource in question will stop in the Project immediately, and YDIN can propose another Resource as a replacement, again with a new 2 weeks trial period.

The no-risk trial period is applicable to only Projects that are at least 3 months or longer.

5.6. Expenses

Any Client Project expenses for reimbursement must be pre-approved in writing by Client. Agency reports the expenses to YDIN, YDIN charges from Client and reimburses to Agency after Client's payment.

Client Project expenses are reimbursed 100% to the Agency (i.e. the YDIN does not take the service fee from the expenses).

Any non-Client Project expenses that YDIN will cover must be pre-approved in writing by YDIN.

5.7. Non-invoiced Items

The Agency may pay its Resources per diem and/or for the hours spent on traveling e.g. to Client meetings depending on the local labor law and industry practices.

Per diems and travel time to Client visits are not invoiced from the Clients, but instead should be taken into account in the overall hourly rates agreed for each Project.

5.8. Client Invoicing and Payment Processing

YDIN invoices Clients at the end of each 2 weeks sprint based on the actual hours. All invoices for the Clients are due net 10 days from the invoice date. The invoicing schedule and payment terms may have some variations depending on Clients.

YDIN pays the Agency immediately after the Client payment has arrived and informs Agency about the payment with an email.

Before a Project starts, the Agency provides YDIN with bank details and account for the payments. Agency covers any transfer costs for the payments.

6. GENERAL

6.1. Exclusivity Period

You agree to use YDIN as your exclusive method to bid for Projects and receive all payments for Projects with the Clients introduced to you by YDIN.

This restriction is valid for 6 months for each Client from the time YDIN introduces you the Client, or from the time you complete your last Project with the Client, whichever is later ("Exclusivity Period").

The Exclusivity Period is valid during this Agreement, and for 6 months after the termination of this Agreement, regardless of the reason for termination of the Agreement.

After the expiration of the Exclusivity Period, you are free to directly deal with the applicable Client outside of the YDIN Services and independently from this Agreement.

6.2. Termination

Both Parties have the right to terminate this Agreement at any time and for any reason by deleting the Agency’s account at YDIN.com. The termination will take effect immediately.

Any signed Project Contracts will survive the termination of this Agreement, and they must be delivered according to the Contracts or terminated separately based on each Project's termination clauses.

For the avoidance of doubt, terminating this Agreement does not relieve you of your obligations with respect to the Exclusivity Period.

6.3. Non-solicitation

YDIN Terms of Services for Client Companies forbids Clients from recruiting Agency's Developers proposed or working in the YDIN Projects.

6.4. Publicity

During the term of this Agreement, both parties may publicly refer to the other Party as a business partner and may use other Party's name and logos on own website, business partner lists, pitch proposals, investor presentations, and sales presentations.

Any other publicly showed or used information must be mutually agreed beforehand in writing.

6.5. Independent Contractor Status

As an Agency, you acknowledge and agree that your relationship to YDIN is that of an independent contractor and customer receiving professional services and that you have no authority to act on behalf of YDIN.

6.6. Subcontracting

Agency is not allowed to use Resources from its subcontractors in the Projects unless approved beforehand by the Client in writing.

6.7. Notices

You consent to the use of electronic means to deliver any notices related to this Agreement.

Notices will be given by YDIN via email to the email address that you provide when registering your account, or by you via email to contact@ydin.com.

6.8. Changes to this Agreement

YDIN may revise the terms in this Agreement at any time. If any such amendment results in a material change to these terms, as determined by YDIN in its sole discretion, YDIN will inform you of such changes via a notice on YDIN.com and by sending you an email to the address you have registered with us.

Ongoing Client Projects continue to use the version of the Agreement from the Project Contract signing date unless mutually agreed by all Parties in writing to update to the new version.

Continued use of the YDIN Services after the effective date of any revisions to this Agreement constitutes your acceptance of the revised terms.

6.9. Validity

This Agreement is effective from the date you create an account at YDIN.com and agree to these terms and is valid until terminated.

6.10. Severability

If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

6.11. Governing Law

This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of Singapore.

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