OPERATORS COLLECTIVE AGREEMENT
These Terms and Conditions (“Terms”) are issued by OPERATORS ApS, a company registered in Denmark under CVR: 45528669, with its registered office at Højbro Plads 10, DK-1200 Copenhagen (“the Company”).
They apply to all individuals (“Operators”) who access or participate in the OPERATORS Collective Platform. By confirming acceptance of these Terms, the individual acknowledges their understanding and agreement to be bound by the conditions stated herein.
1. Purpose
1.1. The Company has created a community of individual operators, including executives, experts, and entrepreneurs (the “Collective”) to support technology startup and scaleup companies (the “Tech Startup” or “Tech Startups”). The Company provides a platform for the purpose of facilitating engagements between the Tech Startup and individual operators through fractional services, advisory, board involvement, and investments (the “Platform”).
1.2 This Agreement sets out the terms and conditions governing the Operator’s engagement on the Platform, including the Operator’s rights and obligations in connection with any engagements facilitated by the Company.
1.3. The specific terms of each engagement shall be agreed on in separate agreements between the relevant Tech Startup and the Operator (the “Separate Agreements”) in accordance with clause 5.
2. Confidentiality
2.1 The Operator may receive confidential information relating to startups, the Company, or other individual operators, including but not limited to business strategies, financials, proprietary data, and client details ("Confidential Information").
2.2 The Operator agrees not to disclose, use, or distribute any Confidential Information to any third party without the prior written consent of the Company, except as required by law.
2.3 This clause shall survive any termination of this Agreement for a period of two (2) years from the date of termination, except for any Confidential Information that constitutes a trade secret or is otherwise required by law to remain confidential for a longer period.
3. Opportunities & Compensation
3.1 Opportunities
3.1.1 The Company will share opportunities in Tech Companies with the Operator on the Platform, including but not limited to roles as an advisor, advisory board roles, board roles, or investment opportunities.
3.1.2 In line with guidelines from the Company, a chairperson will be appointed in advisory boards or boards to coordinate value creation.
3.1.3 The Operator can contribute to the Collective by identifying new suitable Operators to be invited or new opportunities in relevant Tech Companies.
3.2. Compensation
3.2.1 The Operator will typically be compensated for advisory or board roles in the form of warrants, generally ranging from 0.25% to 1%, subject to a standard vesting schedule of 24 months with a 3-month cliff. These roles usually involve a time commitment of 5 to 20 hours per month, depending on the Operator’s seniority, expertise and value contributed.
The terms and conditions of the warrants to the Operator shall be agreed in a Separate Agreement subject to clause 5.
4. Fees
3.1. Participation in the Collective is free of charge.
3.2 A fee is payable by the Operator to the Company if the Operator is matched with and accepts an advisory board or board role (the “Operator Commitment fee”).
3.3 The Operator Commitment fee may be waived if the Operator sources the Tech Startup opportunity or undertakes the Chairman position.
3.4 Additional incentives may apply when the Operator brings in new commercial opportunities to the Collective.
3.5 Fees relating to investment opportunities will be communicated on a case-by-case basis.
5. Separate Agreements
5.1. The Company may facilitate, and negotiate, the conclusion of Separate Agreements between the Operator and the Tech Startup, including but not limited to providing access to
standard agreement templates, facilitating negotiations and supporting the signing process. The Operator shall be solely responsible for reviewing and entering into such Separate Agreements.
5.2 The Operator may not enter individually negotiated Separate Agreements with Tech Startups introduced by the Company without coordination with the Company.
6. Restrictions
6.1 The Operator is strictly prohibited from sharing opportunities received through the Platform with any third party without the prior written consent of the Company.
6.2 The Operator is not permitted to engage directly with a Tech Startup introduced by the Company for a period of 12 months following the date of introduction, unless explicitly
authorized by the Company.
6.3. This clause 6 shall survive any termination of this Agreement, regardless of the reason thereof.
7. Representation & Conduct
7.1 The Operator shall represent their association with the Company in a positive and professional manner and act as an ambassador for the Company (the “Conduct Standard”).
Constructive feedback may be shared directly with the Company.
8. Tax
8.1 Each Party shall be responsible for its own taxes and duties arising in connection with this Agreement and any tax consequences incurred by one Party shall be of no concern to the other Party.
8.2. The Operator shall be solely responsible for assessing its own tax position and tax liabilities, as well as determining jurisdiction(s) applicable to it in connection with this
Agreement.
9. Liability
9.1 Each Party shall be liable in accordance with the general rules of Danish law.
9.2 Neither Party shall be liable for any indirect, incidental, or consequential damages, including operation loss, loss of data, lost profits, goodwill, reputation, etc.
9.3 The Company shall not assume any responsibility or liability for the content, validity, enforceability or adequacy of Separate Agreements facilitated by the Company subject to clause 5.
9.4. The Company shall not be liable for any acts, omissions, advice, or services provided by any Operator under Separate Agreements. The Operator shall remain solely responsible for their own performance under such Separate Agreement.
9.5. The Operator shall indemnify the Company against any and all liability imposed on the Company by a Tech Startup arising from Separate Agreements.
10. Term & Termination
10.1 This Agreement takes effect upon signing and remains in effect until terminated by written notice by either Party.
10.2 The Company may terminate the Agreement and revoke access to the Platform with immediate effect in case of material breach and if the breach has not been remedied within 3 days of receiving written notice.
10.3. Each Party may terminate the Agreement for convenience with 1 month’s prior written notice.
10.4 The Operator may terminate a Separate Agreement with 1 month’s prior written notice, as to be specified in the Separate Agreement.
11. Governing Law & Dispute Resolution
11.1 This Agreement shall be governed by and construed in accordance with Danish law without regard to its principles on choice of law.
11.2 Any dispute or claim arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be subject to simplified arbitration administrated by the Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by the Danish Institute of Arbitration in force at the time when such proceedings are commenced.
12. Costs
12.1 Each Party shall bear its own costs in connection with the execution of this Agreement or any Separate Agreements, including but not limited to legal, accounting or advisory fees and expenses related to negotiations, conversions or warrant issuance.
13. Miscellaneous
13.1 It shall remain the sole responsibility of the Operator to ensure that engagements with a Tech Startup under this Agreement does not conflict with any other engagements, including engagements under or outside this Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes any prior discussions or agreements.
13.2 Amendments to this Agreement must be in writing and signed by both Parties.
13.3 In the event any of the provisions in this Agreement are invalid, the remaining provisions shall remain in effect.
By accessing or using the OPERATORS Platform and confirming participation in the Collective, the Operator acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions, including any future updates published by the Company.
These Terms are effective upon acceptance and remain in force until terminated as described herein.