24 March 2026
Welcome to the FreeDen® marketplace ("FreeDen", "we" or "us"). These General Terms and Conditions (the "Terms") govern access to and use of FreeDen and related onboarding, matching, Project administration and payment services (together, the "Platform Services") made available by NR Pro, a sole proprietorship established in Switzerland, trading as FreeDen®.
These Terms apply to: (a) dental product companies, manufacturers, distributors, service providers, universities and other commercial organisations or professionals using FreeDen to identify and engage Experts ("Companies"); and (b) Experts, dental experts, researchers, educators, and other professionals using FreeDen® to apply for, perform, or be considered for Projects posted by Companies ("Experts"). Companies and Experts are each referred to as a "User" and together as the "Users". In these Terms, "you" refers to any User.
By registering for an account, accessing the Platform Services or otherwise using the FreeDen website at https://www.freeden.io (the "Website"), you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform Services.
2.1. Who we are: FreeDen is a platform operated and managed by NR Pro, a sole proprietorship established in Switzerland, with its registered address at Rue du Lac, 1400 Yverdon-les-Bains, Switzerland.
2.2. What we do: FreeDen is a third-party marketplace platform for the dental sector. We enable Companies to post Projects and Experts to apply for those Projects and, if selected, to work directly with the relevant Company. FreeDen acts solely as an intermediary platform and facilitates introductions, collaboration, and payment administration between Companies and Experts. FreeDen is not a consulting firm, recruitment agency, employer, staffing company, medical practice, clinical sponsor, or provider of the professional services performed under a Project. Each Company and each Expert independently decides whether to post, apply for, accept, reject, negotiate, or carry out a Project, and on what terms, including price.
2.3. How to contact us: you can contact us at support@freeden.io if you need support or have any questions.
2.4. How we may contact you: if we need to contact you, we may do so through the Website, the designated Project workspace, or by writing to the email address associated with your account.
3.1. Eligibility: our Platform Services are available only to professional users acting for business or professional purposes. Consumer use is not permitted. By registering as a User for an account, you represent and warrant that: (a) you are acting either in your own name as a self-employed individual or sole proprietor, or on behalf of and with authority to bind an independent business, company, or other legal entity; (b) you will use the Platform Services solely for business or professional purposes; (c) you will comply with all licensing, registration, qualification, and other requirements applicable to your business or profession, including in relation to any services offered or performed under a Project; (d) you are either an organised legal entity or an individual who is at least 18 years old, or the age of legal majority in your jurisdiction if higher, and are legally capable of entering into contracts; and (e) you will comply with all applicable laws, regulations, professional obligations, and industry standards in connection with your use of the Platform Services.
3.2. Account creation: to access the Platform Services, Users must visit the Website and click "Get Started" to create an account with us. As part of the registration process, the User must select whether they are registering as a Company or as an Expert and provide the information requested by FreeDen. Depending on the type of account, FreeDen may request information including: (a) name, address, telephone number, and email address; (b) professional, business, or company profile information; (c) payment details; (d) trade registration number or similar identifier, where applicable; (e) proof of identity or other verification documents; and (f) any additional documents or information reasonably required by FreeDen for onboarding, verification, compliance, or fraud prevention purposes.
3.3. Vetting process: after submitting account details, Users may be asked to schedule an onboarding call with the FreeDen team and/or provide additional information. Access to the Platform Services is subject to FreeDen's review and approval of the relevant account, and FreeDen will notify the User if the account is approved. FreeDen may carry out screening, profile reviews, checks, and similar due diligence in relation to Experts and Companies. Any such vetting is intended only to reduce sourcing risk and does not amount to a guarantee of quality, legal eligibility, licensing status, fitness for purpose, non-infringement, or regulatory compliance. FreeDen may refuse a registration for any lawful reason, including as a result of its vetting and due diligence checks, supply and demand, or other business considerations.
3.4. Account security and information: each User is responsible for safeguarding and maintaining the confidentiality of its account credentials, and must not share such credentials with any third party. The User must notify FreeDen immediately if it suspects or becomes aware of any unauthorised use of its account, compromise of login credentials, or any other security breach affecting the account. Each User is also solely responsible for the creation, retention, storage, and backup of its own business records, Project materials, and other information relating to its use of the Platform Services. FreeDen has no obligation to store, maintain, or provide copies of any content or information submitted by a User, except to the extent required by applicable law.
4.1. Applications: once a User's account has been approved, the User may access the Website and, in accordance with its account type, either post a Project or view and apply to available Projects. "Project" means a project request posted by a Company for which Experts may apply, including the relevant scope of work, deliverables, timing, budget, and supporting documentation.
4.1.1. Project request: a Company may post a Project on the Website by providing a Project brief, scope, budget, timelines and any other requested information. The Company is responsible for ensuring that each Project brief is lawful, accurate, non-misleading, and sufficiently detailed to allow Experts to assess the engagement properly.
4.1.2. Expert applications: experts may apply directly to a Project through the Website. Experts remain solely responsible for the truthfulness of their information and for maintaining all required licences, registrations, permissions, and professional standing.
4.2. Communication with applicants: once a Project has been posted, the Company must communicate directly with Experts through the Website and may select, in its sole discretion, the Expert or Experts it wishes to engage.
4.3. Formation of the Project contract: a binding contract for the Project services (the "Project Contract") is formed directly between the relevant Company and the selected Expert when the Company confirms the engagement through FreeDen, or when both parties otherwise confirm the Project through FreeDen's designated workflow or workspace (as per Section 5). Unless otherwise agreed, all Project-related collaboration, communications, document sharing, submissions, and revisions shall take place through that workspace.
4.4. Deliverables. The Expert shall deliver the deliverable by the date specified in the Project. Timescale is of the essence, and failure to deliver on time constitutes a material breach.
4.5. Relationship with FreeDen: you acknowledge and agree that FreeDen has no obligation to direct, control, or supervise any User in the performance of that User's obligations under a Project Contract. In particular, you acknowledge and agree that: (a) FreeDen is not responsible for the offering, performance, quality, legality or outcome of any services provided under a Project, and is not obliged to generate or procure any minimum number of applications or completed Projects; (b) FreeDen makes no representation or warranty regarding any User, including its identity, qualifications, suitability, availability, willingness, or ability to enter into or complete a Project Contract; (c) nothing in these Terms creates any employment, worker, agency, partnership, fiduciary, or joint venture relationship between FreeDen and any User; and (d) although FreeDen may carry out certain vetting measures, help Companies structure Project requests, and assist with dispute resolution, those activities are provided only to support the operation of the Platform Services and do not amount to any guarantee of quality, suitability, compliance, or performance. You further acknowledge and agree that Users, and not FreeDen, are solely responsible for: (i) evaluating and determining the suitability of any Project or User; (ii) verifying the information provided by another User; (iii) deciding whether to enter into a Project Contract and on what terms; and (iv) performing, monitoring, and enforcing any Project Contract. All Project Contracts are concluded directly between the relevant Users, and FreeDen is not a party to them.
5.1. Designated workspace: once a Project Contract begins, FreeDen may provide or designate a structured Project workspace, which may include third-party tools.
5.2. Required use of the workspace: Users must keep Project communications, submissions, approvals, requests, revisions, and key deliverables within the designated workspace. For the purposes of payment allocation, dispute review, Project pause assessment, and compliance review, FreeDen may rely on the records, activity, and communications documented in or made through the Website or designated workspace.
5.3. Acceptance: a Project is deemed accepted on the earliest of: (a) the Company confirming acceptance in the workspace; (b) the Company using the Project deliverable for its intended purpose; or (c) 5 business days, or any other timeframe agreed by the Users and notified to FreeDen, passing after submission without the Company giving a specific written rejection identifying a material non-conformity with the agreed Project scope. If the Company does not raise objections within 5 business days, the Project is deemed accepted and final payment is due immediately.
6.1. Payment framework: Payment is structured on a staged basis as set out in this Clause 6.1. Detailed fee mechanics, deposit schedules, and percentages are set out in your Onboarding Guide.
6.1.1. Payment by the Company: When a Company confirms a Project, the Company is responsible for all fees due. The fee includes: (i) the Project fee (for the Expert's work); and (ii) our Platform Commission. Upon the Company's confirmation of a Project, the Company shall pay to us an initial deposit covering: (a) 30 to 50% of the Project value, as specified for the relevant Project; and (b) our Platform Commission. The remaining balance for the Project is payable upon the Project's acceptance, as per Section 5.3. All required payment amounts will be clearly displayed to before the transaction is confirmed.
6.1.2. Payment to the Expert: Once FreeDen has received the full payment from the Company for the Project (typically upon the Company's acceptance of the Deliverable(s)), our Platform Commission is deducted from the amount due to the Expert, and the remaining sum is paid to the Expert, subject to any applicable terms, fees, deductions, holds, or verification checks. However, FreeDen does not guarantee that a Company is able to pay, or will pay, these amounts. FreeDen is not liable to an Expert for any non-payment, late payment, or chargeback by a Company.
6.2. Platform Commission: FreeDen charges both Experts and Companies a platform commission to use our Platform Services, which is calculated as a percentage of the Project fee ("Platform Commission"), as detailed in the Onboarding Guide. This Platform Commission may be applied as an upfront fee charged to the Company at the time a Project is confirmed and/or as a deduction from amounts payable to Experts upon payout.
6.3. Payment collection and administration: all payments may be collected by FreeDen and/or its designated third-party payment service provider. The Company authorises FreeDen to collect, receive, hold, allocate, apply, refund, and disburse Project fees in accordance with these Terms.
6.4. No external chargebacks: chargebacks, payment reversals, or payment disputes initiated outside FreeDen's process constitute a material breach of these Terms unless clearly justified by fraud or unauthorised payment.
6.5. Taxes and additional charges: unless otherwise stated, all fees are exclusive of VAT, sales tax, withholding tax, bank charges, foreign exchange costs, payment processor fees, and similar charges. Each User is responsible for its own taxes, filings, professional invoicing obligations, and statutory deductions. If withholding is legally required, the Company shall gross-up payments so that we receive the full invoiced amount without deduction.
6.6. Invoices and records: FreeDen may issue invoices or receipts for the Platform Commission. Users remain responsible for issuing any invoices, tax documentation, or professional documentation required under the laws applicable to their services.
6.7. Company default and remedies: if the Company fails to pay any amount due under these Terms, FreeDen may exercise the remedies set out in this Section 6.7, in addition to any other rights or remedies available. For the avoidance of doubt, a Company shall be deemed to be in default upon the earliest occurrence of any of the following: (a) the Company fails to pay any Project fees (Section 6.1) or Platform Commissions (Section 6.2) when due; (b) the Company initiates or causes a chargeback, reversal, or payment dispute with a bank, card issuer, payment service provider, or other financial institution in respect of any amount charged by FreeDen under these Terms; or (c) the Company takes any other action, or fails to take action, that results in FreeDen being unable to receive any amount due under these Terms. In the event of Company default, FreeDen may, without prejudice to any other rights or remedies available to it, suspend or terminate the Company's account and revoke or restrict access to all or part of the Website or Platform Services. Any such suspension or termination shall not affect the Company's obligation to pay any amounts accrued or otherwise due in respect of any Projects, or any other sums payable under these Terms. Without limiting any other available remedy, the Company shall, upon demand, pay FreeDen all outstanding amounts due, together with interest on the overdue amount at the lower of 1.5% per month and the maximum rate permitted by applicable law, and all reasonable costs of recovery and collection, including legal fees.
6.8. Suspension of activation, release or pay-out: FreeDen may suspend Project activation, deliverable release, or pay-out where reasonably required for fraud checks, KYC/KYB, sanctions screening, tax documentation, chargeback risk, court or regulatory orders, or suspected breach of these Terms.
6.9. Detailed see schedule. For complete details on Platform Commission percentages, deposit timing, payout schedules and applicable fees, see your Onboarding Guide (provided at sign-up). This document form part of the contractual framework and supersede any conflicting information in this Clause 6.
7.1. Project pause, scope reduction and payment allocation: if a Project is delayed, paused, modified, or cannot continue, and a dispute arises (e.g., non-delivery, poor quality, payment dispute), Users shall first attempt to resolve it directly within 10 business days. If unresolved, the Company or Expert may escalate to our team with written details and supporting evidence, and FreeDen may determine the appropriate allocation in accordance with these Terms. In doing so, we will review the dispute and, in our reasonable judgement, recommend a resolution, which may include assessing (a) the proportion of work completed; (b) whether the work matches the agreed Project scope to date; and (c) what amount, if any, should be refunded or credited.
7.2. Refund authority. Subject to Section 7.1, where a dispute results in a finding that the Project is materially deficient and the Company cannot be remedied, we may authorise a full or partial refund or credit to the Company. Mere professional disagreement with the Expert's opinion or approach does not justify a refund, unless the Project materially breaches the Project scope. We will not refund our Platform Commission.
7.3. FreeDen's determination: FreeDen's assessment regarding the Project's completion status, payment allocation, or refund amount or credit under this Section 7 shall be final and binding on the Users, absent manifest error or mandatory law to the contrary.
8.1. Suspension, Restriction or Termination: FreeDen may suspend, restrict, remove, or terminate access to the Website or Platform Services immediately where necessary due to: (a) any breach of these Terms, including non-payment; (b) fraud, deception, sanctions, or illegal activity; (c) safety, regulatory, reputational, or security risk; (d) repeated User misconduct, harassment, or abusive behaviour; or (e) other legal or technical necessity. Where required by applicable law, and except where immediate action is justified or disclosure is restricted by law, FreeDen will provide the affected User with the reasons for the restriction, suspension, removal, or termination.
8.2. Termination by users: a User may close its account at any time by notifying FreeDen and ceasing the use of the Platform Services. Termination of a User's account and of these Terms shall not terminate or otherwise affect any Project Contract already entered into between Users, except as expressly provided in these Terms. If a User seeks to terminate its account while one or more Projects remain open, that User acknowledges and agrees that: (a) FreeDen may take such steps as it considers necessary to close, suspend, or otherwise administer the relevant open Projects in accordance with these Terms; (b) the User shall remain bound by these Terms for so long as necessary to complete, close, or otherwise resolve the relevant open Projects and to settle any outstanding rights or obligations arising from them; (c) FreeDen may continue to perform those Platform Services reasonably necessary to administer or complete any open transaction or Project between that User and another User; and (d) the User shall remain liable for all amounts accrued but unpaid as of the date of termination, and for any additional amounts that become due in connection with the closure, completion, or resolution of any open Project.
9.1. User content: Users are solely responsible for all content, materials, Project information, messages, and other information they upload, transmit, or otherwise share. Such content must not: (a) be unlawful, defamatory, infringing, deceptive, misleading, or unsafe; (b) violate any obligation of professional secrecy or any confidentiality, privacy, or data protection law; (c) contain malware, harmful code, or unauthorised tracking; or (d) otherwise breach these Terms or applicable law.
9.2. Prohibited conduct: Users must not: (a) misuse, interfere with, or abuse any feature of the Website or Platform Services; (b) provide inaccurate, false, or incomplete information in connection with their account, identity, qualifications, authority, or use of the Platform Services; (c) impersonate any person or entity or misrepresent their identity, authority, qualifications, or status; (d) engage in fraud, identity theft, payment fraud, bribery, sanctions evasion, anti-competitive conduct, or any other improper or unlawful conduct; or (e) use the Website or Platform Services in any manner that may harm FreeDen, other Users, or any third party.
9.3. Non-circumvention: where a User identifies or is introduced to another User through FreeDen, that User, whether acting as a Company or an Expert, must not directly or indirectly engage, contract with, or pay that Expert outside the FreeDen platform. This restriction does not prevent a Company from offering, or an Expert from accepting, a bona fide full-time employment role. If a User breaches this Section 9.3, FreeDen may: (a) suspend or terminate the breaching User's account; (b) recover the Platform Commission that would have been payable in relation to the off-platform engagement; and/or (c) claim any additional damages permitted by law.
Reporting: Users should notify FreeDen at legal@freeden.io of any content or conduct on the Platform that they reasonably believe to be illegal or in breach of these Terms, or of any complaint relating to the Website or the Platform Services. Such notice should include sufficient information to enable FreeDen to identify the relevant content, conduct, or issue and to assess the report or complaint properly. FreeDen will consider complaints diligently and communicate the outcome of the complaint-handling process to the complainant. FreeDen may take such action as it considers appropriate under these Terms and applicable law, including content removal, access restriction, account suspension, or further investigation.
11.1. Exclusions: to the fullest extent permitted by applicable law, FreeDen shall not be liable for any loss or damage arising out of or in connection with these Terms, the Website, or the Platform Services, including any loss or damage arising from: (a) your use of, or inability to use, the Website or the Platform Services; (b) any glitches, bugs, errors, interruptions, viruses, malware, or other harmful code affecting the Website, the Platform Services, or any linked systems or Websites; (c) any damage to your hardware, software, systems, or data arising from access to or use of the Website or the Platform Services; (d) the content, actions, omissions, or conduct of any User or other third party when using the Website or the Platform Services; (e) any suspension, restriction, or other action taken in relation to your account; (f) your reliance on the identity, qualifications, quality, accuracy, reliability, suitability, availability, or performance of any User, Project or other materials; (g) any changes to the Website, Platform Services, or these Terms, or any resulting need for you to modify your practices, content, or conduct, or any resulting loss of business or inability to do business; and (h) any linked Websites, third-party tools, third-party workspace providers, third-party payment service providers, or other third-party services. FreeDen shall also not be responsible or liable for any dispute, claim, loss, or damage arising out of or in connection with any Project Contract, any instructions, materials, or approvals provided by a Company, or any direct or indirect dealings between Users.
11.2. Liability cap: to the fullest extent permitted by applicable law, if FreeDen is held liable despite any other provision of these Terms, its total aggregate liability arising out of or in connection with these Terms, the Website, or the Platform Services will not exceed the greater of: (a) the total Platform Commission actually paid to FreeDen in relation to the Project that is the subject of the claim during the 12 months preceding the event giving rise to the claim; or (b) CHF 1,000. This cap applies equally to FreeDen's owners, directors, officers, employees, contractors, representatives, affiliates, successors, and assigns. Nothing in these Terms excludes or limits liability for gross negligence, wilful misconduct, or death or personal injury to the extent such exclusion or limitation is prohibited by law.
11.3. Professional Indemnity Insurance. Experts are solely responsible for obtaining appropriate professional indemnity insurance. We do not insure against professional negligence or poor work quality.
To the fullest extent permitted by applicable law, each User agrees to defend, indemnify, and hold harmless NR Pro, and their owners, officers, representatives, contractors, affiliates, successors, and assigns from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable legal fees, arising out of or in connection with: (a) that User's breach of these Terms or any other FreeDen terms, policies and standards; (b) that User's unlawful conduct or regulatory non-compliance; (c) that User's infringement of any third-party rights, including any right of privacy, publicity rights or intellectual property rights; (d) that User's misuse of the Platform Services; or (e) any claim arising from that User's relationship, dealings, or dispute with another User. FreeDen reserves the right to conduct its own defence as it sees fit, and the indemnifying User shall cooperate reasonably with that defence.
13.1. Platform Services Provided "As Is": except as expressly stated in these Terms, the Platform Services are provided on an "as is" and "as available" basis. FreeDen makes no representations or warranties in relation to the Platform Services, including that they will be uninterrupted, secure or error-free.
13.2. Disclaimer of implied warranties: to the maximum extent permitted by law, FreeDen excludes all implied and statutory warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and quality of outcomes.
14.1. Privacy: FreeDen processes personal data in connection with the Platform Services in accordance with its Privacy Notice and applicable data protection law.
14.2. Sensitive data: Users must not upload patient records, unnecessary sensitive personal data, or other special-category data.
15.1. Confidential Information: for the purposes of these Terms, "Confidential Information" means any non-public information disclosed by or on behalf of a User or FreeDen to another User or to FreeDen in connection with a Project, including technical, commercial, clinical, financial, product, marketing, business, research, and personal data, as well as any non-public information relating to the Website or the Platform Services.
15.2. Use and protection: each recipient of Confidential Information shall: (a) keep such Confidential Information strictly confidential; (b) not disclose such Confidential Information to any third party except as permitted under these Terms; (c) use such Confidential Information only for the purposes of exercising its rights and performing its obligations under these Terms or, where applicable, for the performance of the relevant Project; (d) protect such Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care; and (e) not copy, reproduce, or otherwise use such Confidential Information except to the extent reasonably necessary for the permitted purpose.
15.3. Required by law: a recipient may disclose Confidential Information where required by law, court order, or competent authority, provided that, where lawful, it gives prompt notice to the disclosing party and reasonably cooperates with any request for confidential treatment.
15.4. Exclusions: these confidentiality obligations do not apply to information that the recipient can document: (a) is or becomes public knowledge through no fault of the recipient; (b) was lawfully known to or possessed by the recipient, without confidentiality restrictions, prior to receipt from the disclosing party; (c) was lawfully received from a third party without confidentiality restrictions; or (d) was independently developed without using or referencing the Confidential Information.
16.1. Reserved rights: FreeDen and its licensors retain all rights, title, and interest in and to the Website, the Platform Services, the FreeDen name and branding, and all related systems, layout, software, technology, materials, trademarks, domain names, and other intellectual property rights. No right, title, or interest in any such intellectual property is transferred to any User by virtue of access to or use of the Website or the Platform Services.
16.2. Licence to operate the platform: by submitting any content or materials to the Website or FreeDen, the User grants FreeDen a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, transmit, display, adapt, and otherwise use such content or materials to the extent necessary to operate, secure, improve, support, administer, and promote the Website and the Platform Services. Where a User incorporates any third-party materials into content submitted, that User is solely responsible for ensuring that it has all rights, licences, consents, and permissions necessary to use those third-party materials and to grant the licence set out in this Section 16.2.
16.3. Feedback: if a User provides FreeDen with feedback, suggestions, or ideas regarding the Website or Platform Services, FreeDen may use that feedback without restriction and without obligation to compensate the User, provided that FreeDen will not publicly identify the User as the source of the feedback without consent.
17.1. Entire agreement: these Terms constitute the entire agreement between FreeDen and the User concerning the Platform Services, unless otherwise agreed in writing.
17.2. Assignment: FreeDen may assign, transfer, or novate its rights and obligations under these Terms in connection with a restructuring, business transfer, merger, or sale of assets, or otherwise as required. A User may not assign, transfer, or novate any of its rights or obligations without FreeDen's prior written consent.
17.3. Severability and no waiver: if a provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining ones shall remain in full force and effect. A failure or delay by FreeDen to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.
17.4. Changes to these Terms: FreeDen may update these Terms from time to time. Updated Terms will be posted on the Website or otherwise communicated through the Platform or by email (in case of material changes). Continued use of the Platform Services after the effective date of an update constitutes acceptance of the updated Terms.
17.5. Force majeure: FreeDen shall not be liable for delay or failure resulting from causes beyond its reasonable control, including acts of God, war, epidemic, cyberattack, telecommunications outage, payment network failure, labour dispute, governmental action, or failure of third-party infrastructure.
17.6. Governing Law and dispute resolution: these Terms and any claims, disputes, or non-contractual obligations arising out of or in connection with these Terms, the Website, or the Platform Services shall be governed by the laws of Switzerland, excluding its conflict-of-law rules. The courts of Lausanne, Switzerland shall have exclusive jurisdiction, unless FreeDen elects to bring proceedings in the courts of the User's domicile or unless mandatory law provides otherwise.
17.7. Notices: legal notices to FreeDen must be sent to NR Pro by email legal@freeden.io or to such other address as FreeDen may notify from time to time. FreeDen may send notices to Users through the Website, the designated workspace, or the email address associated with the relevant account.
17.8. Survival: any provision of these Terms which expressly, or by its nature, is intended to survive termination or expiry shall remain in full force and effect after termination or expiry of these Terms. This includes, without limitation, provisions relating to intellectual property, confidentiality, fees and payment obligations, non-circumvention, indemnification, limitation of liability, dispute resolution, governing law, and any rights or remedies accrued before termination.