The Client and GIGHOUSE hereby enter into a framework agreement (the Framework Agreement), whereby GIGHOUSE will act as an intermediary between the Client and the Freelancer with a view to linking the Freelancer's expertise to a well-defined assignment at the Client (the Assignment).
1.1. GIGHOUSE acts as an intermediary between the Client and the independent freelancer (the Freelancer) in order to bring the Client into contact with a suitable Freelancer (so-called match making) for the purpose of performing an Assignment with the Client. In the event of a match between the Freelancer and the Client, GIGHOUSE is also responsible for drawing up the contracts, invoicing (via self-bill) and payment to the Freelancer, as further provided in this Framework Agreement (so-called contract handling). If the Freelancer is introduced directly by the Client, the services of GIGHOUSE only cover the contract handling.
1.2. In the event that a Freelancer is matched with a well-defined Assignment from the Client (whether or not through match making), a separate project agreement will be concluded between GIGHOUSE and the Client (the Project Agreement), in which the Parties will lay down the special terms and conditions and modalities applicable to the Assignment (including commencement and duration of the Assignment, scheduling performance days, daily compensation of the Freelancer, etc.).
1.3. The terms and conditions stipulated in the Project Agreement shall supplement and form an integral part of the Framework Agreement. The Framework Agreement - and the Project Agreement concluded in execution of the Framework Agreement - are hereinafter jointly referred to as the Agreement. In the event of any conflict between the provisions of the Framework Agreement and the Project Agreement, the provisions of the Project Agreement shall always take precedence over those of the Framework Agreement.
2.1. GIGHOUSE and the Freelancer perform their activities on an independent and autonomous basis without any authority, direction or supervision on the part of the Client. This independence and autonomy constitute essential elements of the Agreement without which the Parties would not enter into the Agreement.
2.2. GIGHOUSE shall organize its services according to its own choice and insight, on the understanding that it undertakes to devote to the execution of the Assignments the necessary resources, energy and time required for their correct and professional execution and taking into account the organizational and/or commercial needs of the Client. GIGHOUSE shall always observe the necessary dedication, competence and loyalty in the execution of the Assignments.
3.1. In case GIGHOUSE is responsible for the match making between the Client and the Freelancer, it will only deploy skilled Freelancers for the execution of the Assignments of the Client.
3.3. The Parties expressly stipulate that the Freelancer shall in no way be considered an employee, agent or representative of the Client or GIGHOUSE. The Client shall in no way be entitled to exercise any portion of the authority vested in an employer over the Freelancer.
4.1. The Framework Agreement shall commence on the date of acceptance of this Framework Agreement by the Client and shall be entered into for an indefinite period.
4.2. The Framework Agreement may be terminated by either Party by written notice to the other Party by registered mail, provided that as long as a Project Agreement entered into under this Framework Agreement has not been fully executed and/or terminated, the terms and conditions of the Framework Agreement shall continue to apply in full to the relevant Project Agreement.
The Client shall pay GIGHOUSE a fee composed as follows (the Daily Fee):
(a) an amount equal to the fee paid by GIGHOUSE to the Freelancer in connection with its performance of the Assignment for the Client (the Fixed Fee); and
b) an amount for the services performed by GIGHOUSE (as set forth in Article 1) in the amount of 22% (in case of payment via direct debit) or 24% (in case of payment not via direct debit) calculated on the basis of the Fixed Fee. In case the services of GIGHOUSE only relate to contract handling, the aforementioned percentage is reduced to 10% (in case of payment by direct debit) or 12% (in case the payment is not by direct debit).
The amount of the Fixed Fee is determined in the Project Agreement that will be concluded between the Client and GIGHOUSE for each Assignment. The Daily Fee, unless otherwise provided in the Project Agreement, covers all expenses incurred in the performance of the Assignment and is exclusive of VAT.
5.2.1. The fee will be invoiced weekly by GIGHOUSE to the Client after validation by the Client of the Freelancer's timesheets. On the invoice, the fees under Article 5.1 a) and b) will be listed separately.
5.2.2. In the absence of validation of the timesheets by the Client within 48 (forty-eight) hours of their receipt, the Client shall be deemed to have irrevocably validated the timesheets.
The invoices of GIGHOUSE shall be paid by the Client respectively within 10 (ten) calendar days (in case of payment by direct debit) or within 30 (thirty) calendar days (in case of payment not by direct debit) after the invoice date. After expiry of the due date, GIGHOUSE may, ipso jure and without any prior notice of default being necessary, charge interest on the unpaid amount equal to the statutory interest as stipulated in the Law of August 2, 2022 on combating late payment in commercial transactions as well as an additional fixed compensation equal to 10% of the unpaid amount, with a minimum of €100, and this without prejudice to the right to claim a higher compensation provided proof of the higher actual damage.
The Client shall provide the Freelancer with access to all documentation, updated information, premises and/or IT systems to the extent necessary for the Freelancer to perform the Client's assignments.
7.1. GIGHOUSE will see to it that the Freelancer undertakes, both during the term of the Agreement and after its termination, not to disclose or make known to third parties, either directly or indirectly, any trade secrets and/or confidential information (including of a technical, commercial or financial nature) of which the Freelancer would become or have become aware pursuant to or on the occasion of the Assignment with respect to the Client, its products, techniques and strategies or with respect to any other person associated with the Client.
For purposes of this Article, Confidential Information shall include all information, HR concepts, business concepts, data, notes, letters, files, floppy disks, files, software and/or any document and/or material relating to the affairs of the Client (or any person associated with it), its clients and/or its personnel and which came into the Freelancer's possession during the performance of the Assignment.
7.2. Upon termination of the Framework Agreement and/or the Project Agreement, for any reason, or at the simple request of the Client during the term of the Framework Agreement and/or the Project Agreement, GIGHOUSE will ensure that the Freelancer immediately transfers all Confidential Information to the Client if necessary, destroys it.
7.3. GIGHOUSE will ensure that the Freelancer is not entitled to take or keep any copy or transcript of the Confidential Information, in any form whatsoever, after the termination of an Assignment. All possible titles and/or intellectual rights directly or indirectly associated with the Confidential Information belong to the Client and the Client retains at all times an exclusive right of use thereof without any compensation being due.
7.4. In addition, GIGHOUSE will ensure that the Freelancer undertakes, both during the Agreement and after its termination, not to disclose Confidential Information to third parties and/or make use of it for his own account or business.
7.5. GIGHOUSE will see to it that the obligations of this Article are also imposed on the directors, employees and appointees of the Freelancer on whom the Freelancer (if applicable) calls in the performance of the Assignment.
8.1. If the Freelancer is brought in by GIGHOUSE as part of its match making services, the Client shall refrain from:
(i) employ any Freelancer engaged by GIGHOUSE in the performance of the Assignments for the Client, directly or indirectly and in any capacity; and
(ii) employ such Freelancer, directly or indirectly and in any capacity, for the same or similar activities as the Assignments for which the Freelancer was engaged by GIGHOUSE.
These obligations apply for a term of 175 (one hundred and seventy-five) worked days (1 working day = 8h) per Freelancer applied by GIGHOUSE.
8.2. In the event of a breach of Article 8.1 of this Framework Agreement, the Client shall owe GIGHOUSE compensation equal to 24% of the fees invoiced by GIGHOUSE to the Client under the relevant Agreement, without prejudice to the right of GIGHOUSE to claim additional compensation if the actual damage suffered is higher.
9.1. GIGHOUSE will ensure that the Freelancer acknowledges and confirms that the Client or third party rights holders enjoy the exclusive (ownership) right at home and abroad to the patents, models, drawings, technical improvements, new processes and inventions and/or any other right of intellectual property arising from the work performed by the Freelancer under the Assignments under this Framework Agreement.
9.2. If the Freelancer is entrusted with the creation of any copyrighted work or computer program - including but not limited to drawings, literary works of any kind, databases - in the course of the performance of an Assignment, GIGHOUSE shall ensure that the Freelancer undertakes to transfer to the Client all patrimonial rights attached to such works, for the full term of such rights and for the entire world.
9.3. This assignment includes, but is not limited to, the right to exploit each such work in the following ways:
(a) the graphic publication of the work in any book form, for any purpose, in any language;
(b) the right to translate the work or have it translated into any language;
(c) the inclusion of part of the work, regardless of the language of the work, in an anthology, database, multimedia work or otherwise, and the exploitation of the creations thus created;
(d) the incorporation of the entire work, regardless of language, into another work, database, mul-timedia work or otherwise, and the exploitation of the creations thus created;
(e) the publication of all or part of the work, regardless of language, in a newspaper, weekly newspaper, magazine or otherwise;
f) the fixation of (part of) the work, regardless of language, on sound and/or image carriers (including sound cassettes, image cassettes, CD, CD-ROM, CD-i, Internet, any other electronic publication), as well as the reproduction of (part of) the work, regardless of language, through the above-mentioned sound and/or image carriers and the exploitation of the latter creations;
(g) the public communication of (part of) the work, regardless of language, by radio or television;
(h) the adaptation of the work, excluding any audiovisual adaptation, and the exploitation of this adaptation in any of the ways mentioned above;
(i) the right, if the work is exploited in accordance with any of the above-mentioned modes and copies of this work are created as a result, to rent out or lend out such copies.
9.4. The fee for the transfer of these patrimonial rights for each of these modes of exploitation will be covered by the fee paid by GIGHOUSE to the Freelancer in connection with the performance of the Assignment in question.
10.1. The liability of GIGHOUSE for the performance of the Services is limited to damage that the Client would suffer as a result of GIGHOUSE's intentional errors and deceit.
10.2. The possible liability of GIGHOUSE is limited to the direct and foreseeable damage to the exclusion of any indirect damage (including loss of turnover of the Client) suffered by the Client and amounts to a maximum of 10% of the amounts invoiced by GIGHOUSE for the performance of the services to which the complaint of the Client relates.
10.3. GIGHOUSE can under no circumstances be held liable by the Client for any damage that the Client may suffer as a result of errors (including serious or intentional errors) or negligence committed by the Freelancer during the performance of the Assignments.
11. OTHER PROVISIONS
The Framework Agreement is binding and may not be assigned by a Party except by GIGHOUSE to an affiliated company within the meaning of Article 1:20 of the Companies and Associations Code.
If any provision of this Framework Agreement or of any Project Agreement entered into pursuant to this Framework Agreement is declared invalid or unenforceable, such provision (to the extent it is invalid or unenforceable) shall be deemed to be unwritten and not part of the Agreement, without affecting the other provisions of the Framework Agreement, if any, the Project Agreement. The Parties undertake to use all reasonable efforts to replace the invalid or unenforceable provision with a valid and enforceable substitute provision whose effect is as close as possible to the intended effect of the invalid or unenforceable provision.
11.3. Other agreements
This Framework Agreement and any Project Agreement entered into pursuant to this Framework Agreement constitute the entire agreement between the Parties and supersede all prior negotiations, arrangements and understandings, whether written or otherwise, between the Parties with respect to the subject matter of this Framework Agreement. Any other version of this Framework Agreement shall be valid only if it is expressly and in writing and signed by or on behalf of all Parties.
11.4. Data Protection
Each Party must at all times comply with its respective obligations under all applicable data protection laws with respect to all personal data processed under the Agreement.
To the extent that the Freelancer, in its capacity as processor, would process personal data on behalf of the Client, the Client, in its capacity as processor, remains responsible for determining the purposes and means of processing and the Freelancer shall comply with all instructions provided by the Client in connection therewith.
If requested to do so by the Client, GIGHOUSE shall provide a draft data processing agreement that the Client may use for the purpose of the processing of personal data by the Freelancer in the context of the performance of the Assignment. The Parties clarify and acknowledge that GIGHOUSE does not bear any responsibility regarding the lawfulness of the purposes of the processing, nor the suitability of the means of processing and the organizational and technical measures taken for information security.
12.1. The Agreement shall be governed by and construed in accordance with Belgian law.
12.2. The courts and tribunals of the judicial district of West Flanders, Kortrijk Division shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement.