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General Terms and Conditions –– Client

Article 1: Subject of the agreement

The Client and GIGHOUSE hereby conclude a framework agreement (hereinafter referred to as the “Framework Agreement”) in which respect GIGHOUSE will act as the intermediary between the Client and the Freelancer, who will perform certain projects (hereinafter referred to as “Projects”) for the Client.

The engagements (hereinafter referred to as “Engagements”) of GIGHOUSE consist of matching the Client to the Freelancer and the administrative handling of their collaboration, including administrative tasks and invoicing.

A separate project agreement (hereinafter referred to as the “Project Agreement”) will be drawn up and signed by the Client and GIGHOUSE for each Project.

The provisions of the present Framework Agreement apply to each Project Agreement enclosed to this Framework Agreement.

Article 2: Formalities of the services

2.1. GIGHOUSE and the Freelancer will perform their activities in a fully independent manner and without any subordinate relationship vis-à-vis the Client or each other.

Insofar as necessary, the parties emphasise that the freedom and independence vis-à-vis each other is an essential element of the execution of this Framework Agreement, in the absence of which this Framework Agreement would not have been concluded.

This means that GIGHOUSE will organise its activities at its discretion. It will spend the required resources, energy, and time on the Engagements needed for their correct and professional performance and taking into consideration whatever requirements are necessary for the Client’s business operations.

GIGHOUSE will perform the Engagements in accordance with the best practices that apply in the sector and with due observance of the provisions of this Framework Agreement.

Article 3: Freelancers

3.1.      GIGHOUSE shall undertake to deploy skilled Freelancers for the performance of Projects.

3.2.      The Freelancer will never be able to be considered an employee or agent of the Client or GIGHOUSE. The Client will in no way be entitled to exercise any portion of the authority due to an employer over the Freelancer.

Article 4: Fee

4.1. The Client will pay a fee (hereinafter referred to as the “Fee”) to GIGHOUSE, which will consist of the following:

– on the one hand, a fee for the Projects performed by the Freelancer (to be transferred to the Freelancer by GIGHOUSE), and;

– on the other hand, a fee for the Engagements of GIGHOUSE (matching the Freelancer and the Client and the administrative handling of their collaboration, including invoicing) of 20% or 22%, calculated in accordance with the Freelancer’s daily fee.

The Fee will be specified in the Project Agreement to this Framework Agreement. The Fee includes all costs but does not include VAT.

4.2. The Fee will be invoiced to the Client by GIGHOUSE at the end of each week, following the Client’s validation of the Freelancer’s timesheets. The invoice will list the amount related to the Projects performed by the Freelancer (to be transferred to the Freelancer by GIGHOUSE) and the amount related to the Engagements of GIGHOUSE.

If the Client does not validate the timesheets within 48 hours of their receipt, they will be deemed to have been automatically and irrevocably accepted by the Client.

The invoices issued by GIGHOUSE will be paid by the Client by means of direct debit (10 days) or within 30 days of the invoice date. This agreement will be set out and defined in the Project Agreement. After the expiry of the due date, GIGHOUSE will be entitled to charge a default interest by operation of law, without any prior notice being required, on the unpaid amount which is equal to the statutory interest set down in the Law of 2 August 2002 on the combating of payment arrears in commercial transactions, as well as an additional lump-sum fee equal to ten (10) per cent of the unpaid amount, to which a minimum of EUR 100 applies, without prejudice to the right to claim higher damages based on proof that GIGHOUSE actually incurred greater damage.

Article 5: Confidentiality and intellectual property

5.1. Both during the term of this Framework Agreement and after its termination, for whatever reason, GIGHOUSE undertakes to observe the utmost discretion vis-à-vis each third party concerning facts it has learned during the performance of the Engagements entrusted to it.

5.2. GIGHOUSE will ensure that each person engaged by it for the performance of the Engagements accepts the same obligation as set out in Article 5.1.

5.3. GIGHOUSE accepts and strives to ensure that all technical improvements, new processes, and, in particular, all inventions, irrespective of their nature, of which GIGHOUSE or the Freelancer becomes the rightsholder or fellow rightsholder in the context of the execution of this Framework Agreement, will irrevocably become the exclusive property of the Client, without this leading to an additional right to compensation of GIGHOUSE or the Freelancer.

5.4. If the Freelancer is charged with creating any work or software – including but not limited to drawings, literary works of any kind, and databases – protected by copyrights in the context of the execution of this Framework Agreement, GIGHOUSE will strive to ensure that all property rights associated with these works will be transferred to the Client for the entire duration of the existence of these rights and with global effect.

5.5. This transfer includes, but is not limited to, the right to commercialise any of these works in the following ways:

the graphical publication of the work in any form of book, for any purpose, in any language;
– the right to translate the work, or to have the work translated, into any language;
the inclusion of the work or a part of it, irrespective of its language, in an anthology, database, multimedia work, or otherwise, and the commercialisation of the products created in this manner;
– the publication of the work or a part of it, irrespective of its language, in a newspaper, (weekly) magazine, or otherwise;
– the capturing of the work or a part of it, irrespective of its language, on audio and/or image carriers (including audio cassettes, image cassettes, CD, CD-ROM, CD-i, Internet, any other electronic publication), as well as the reproduction of the work or a part of it, irrespective of its language, using the aforementioned audio and/or image carriers and the commercialisation of these latter products;
– the public disclosure of the work or a part of it, irrespective of its language, using radio or television;
– the modification of the work, excluding any audio-visual modification, and the commercialisation of this modification in one of the manners set out above;
– the right to rent out or lend out these copies if the work is commercialised in accordance with one of the manners set out above and this leads to copies being made of this work.

5.6. The compensation for the transfer of property rights for each of these manners of commercialisation is covered by the Fee set out in Article 4.1 of this Framework Agreement.

Article 6: Liability

The liability of GIGHOUSE for the performance of the Engagements is limited to damage that the Client would incur as the result of deliberate errors and deceit by GIGHOUSE.

Any liability of GIGHOUSE is limited to the direct and foreseeable damage with the exclusion of any indirect damage (including loss of turnover by the Client) suffered by the Client and is limited to ten per cent (10%) of the amounts invoiced by GIGHOUSE for the performance of the Engagements to which the complaint lodged by the Client relates.

GIGHOUSE can never be held liable by the Client for any damage suffered by the Client due to mistakes (including significant or deliberate mistakes) or omissions by the Freelancer during the performance of the Projects.

Article 7: Non-solicitation clause

7.1.      For a period of 125 actual days of work (1 workday = 8 hours), the Client will refrain from (i) hiring any Freelancer engaged by GIGHOUSE for the performance of the Projects set out in Article 1, or (ii) deploying this Freelancer, whether directly or indirectly in any capacity whatsoever, for the same or similar activities as the Projects.

7.2.      In case of a violation of Article 7.1 of this Framework Agreement, the Client will owe a penalty to GIGHOUSE of twenty per cent (20%) of the fees invoiced to the Client by GIGHOUSE based on this Framework Agreement, without prejudice to the right of GIGHOUSE to claim full compensation.

Article 8:        Duration of the agreement

8.1.    This Framework Agreement will take effect upon the Client’s registration on the GIGHOUSE website.

8.2.    The Framework Agreement may be cancelled by both parties with due observance of a notice period of one month. Notice of termination must be given by registered letter. The notice period will commence on the day after which the registered letter has been sent. The postmark will serve as proof of the date on which the letter was sent.

This notice period will be suspended as long as one or more of the Project Agreement(s) has/have not yet been fully executed.

8.3. In derogation of Article 8.2, GIGHOUSE can terminate this Framework Agreement unilaterally and with immediate effect without being required to observe a notice period or held to pay any form of compensation, without prejudice to its right to claim compensation, in case of:

a violation of any provision of this Framework Agreement and/or the Project Agreement (including the failure to observe the agreed payment periods) by the Client;

failure, judicial reorganisation, or manifest insolvency of the Client.

Article 9:  Comprehensive nature of the agreement

9.1. The parties explicitly agree that this Framework Agreement and the Project Agreement(s) to this Framework Agreement reflect all agreements between the parties and replace all previous agreements between the parties, as well as all written and spoken proposals, negotiations, conversations, and discussions previously conducted between the parties in relation to this Framework Agreement, and that, where relevant, the general terms and conditions of the Client will not apply.

9.2. Amendments to this Framework Agreement are only possible in writing and subject to mutual acceptance.

Article 10:     Applicable law and competent court

10.1. All aspects of this Framework Agreement are governed by the laws of Belgium.

10.2. Any dispute concerning the validity, interpretation, execution, or termination of this Framework Agreement will be subject to the exclusive competence of the District Courts of Kortrijk.