GENERAL TERMS AND CONDITIONS CLIENT

These general terms and conditions (hereinafter the Framework Agreement referred to as) set forth the terms and modalities that will govern the relationship between GIGHOUSE and the Client. In accordance with the terms and modalities stipulated in this Framework Agreement, GIGHOUSE will act as an intermediary between the Client and the Freelancer for the purpose of (a) matching the Freelancer's expertise to a well-defined assignment with the Client and (b) contract handling (the Services).

1 SERVICES

• 1.1 GIGHOUSE acts as an intermediary between the Freelancer and the Client for the purpose of pairing the Freelancer with the Client to perform a specific assignment for the Client (the Assignment) (so-called. matchmaking). If there is a match between the Freelancer and the Client (meaning that the Freelancer has agreed to perform the Assignment for the Client and the Client has accepted the Freelancer to perform this Assignment), GIGHOUSE will draft the contracts, handle the invoicing (via self-bill) and make the payments to the Freelancer as set forth in this Framework Agreement (so-called. contract handling). When the Freelancer is brought in directly by the Client, the services of GIGHOUSE only cover the contract handling.
• 1.2 In the event that a Freelancer is paired with a specific Assignment from the Client (whether or not through matchmaking), a separate project agreement is entered into between GIGHOUSE and the Client (the Project Agreement), in which the Parties will mutually determine 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, safety measures etc.).
• 1.3 The terms and conditions stipulated in the Project Agreement 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.
• 1.4 In case - for whatever reason - there is no signed Project Agreement, the terms and modalities of the Framework Agreement will always remain applicable to the Order(s) performed and the Services provided.

2.PERFORMANCE OF SERVICES BY GIGHOUSE

• 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 will make reasonable efforts to assess whether the proposed Freelancers have the appropriate qualifications, skills and/or experience to perform the Client's Assignment and this based on the information provided by the Client regarding the Assignment. This undertaking of GIGHOUSE is a means obligation. The Client shall select from the candidates proposed by GIGHOUSE the Freelancer he/she considers most suitable for the Assignment.

3.EXECUTION OF ASSIGNMENTS BY THE FREELANCER

• 3.1 The Parties expressly stipulate that the Freelancer can in no way be considered an employee, agent or representative of the Client or GIGHOUSE. The laws on employment contracts, social security or tax laws and decrees applicable to employment contracts shall not apply.
• 3.2 The Parties acknowledge and accept that well-defined instructions given by the Client with respect to the Freelancer's compliance with the Client's obligations regarding welfare at work, as well as instructions that would be given by the Client in execution of this Agreement, cannot be considered as the exercise of any employer authority by the Client over the Freelancer.
• 3.3 Are considered "instructions in execution of this Agreement" or authorized instructions within the meaning of the preceding paragraph and in accordance with Article 31§1.al.3 of the Law of July 24, 1987:

• Instructions regarding the use of Client's materials and goods;
• Instructions pursuant to Principal's comments;
• Instructions and comments in case of non-correct execution of the Assignment;
• Instructions regarding working hours if the work services are provided within the Client's company;
• Instructions regarding the scheduling of any meetings/consultations;
• Within the framework of the regulations on the protection of natural persons in connection with the processing of personal data, the Client is permitted to give direct instructions to the Freelancers regarding the processing of personal data and their security within its own organization and or/IT systems;
• In general, all instructions directly related to the proper performance of this Agreement.

• 3.4 GIGHOUSE will include in the framework and project agreement with the Freelancer the obligation for the Freelancer to take out valid and adequate liability insurance BA exploitation with a recognized insurance company that insures its liability to GIGHOUSE and the Client in a professional and adequate manner, taking into account its responsibilities.

4.DURATION AND TERMINATION

• 4.1 The Framework Agreement enters into force the moment the Client accepts the Framework Agreement via the GIGHOUSE web portal. The Framework Agreement is entered into for an indefinite period of time.
• 4.2 The Framework Agreement may be terminated by either Party subject to compliance with a notice period of 1 (one) month which shall be notified to the other Party by registered letter giving effect to the 3^the (third) day after the date of dispatch. In the event that the Framework Agreement is terminated during a current Assignment, the Framework Agreement shall not effectively terminate until the Freelancer has fully performed the remaining portion of the accepted Assignment.
• 4.3 Each Party shall also be entitled to terminate the Framework Agreement by registered letter, without notice or compensation and preserving its rights and remedies, if:

• the other Party is declared bankrupt, is in apparent insolvency and/or has filed for judicial composition;
• the other Party fails to comply with the obligations contained in this Framework Agreement which persist for more than 10 calendar days after written notice of default by the other Party;
• at signs of questionable solvency;
• one party causes reputational damage to the other;
• in case of evidence or serious suspicion of fraud.

• 4.4 In the event of termination of the Framework Agreement and/or the Project Agreements, and without prejudice to GIGHOUSE's right to compensation for damages suffered or other remedies in the event of termination due to an error on the part of the Client or wrongful termination by the Client, all performances and services already provided, as well as expenses incurred, must be paid in full to GIGHOUSE.

5.COMPENSATION AND BILLING

• 5.1 Compensation

The Client will pay GIGHOUSE a fee composed as follows (the Reimbursement):

1. an amount equal to the fee paid by GIGHOUSE to the Freelancer in connection with his performance of the Assignment for the Client (the Fixed Reimbursement); and
2. an amount for the Services performed by GIGHOUSE (as set forth in Article 1) (the Service fee) in the amount of 22% (in case of payment by direct debit) or 24% (in case of payment not by direct debit) calculated on the basis of the Fixed Fee. In case the Services of GIGHOUSE relate only 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 to be concluded between the Client and GIGHOUSE for each Assignment. Unless otherwise provided in the Project Agreement, the Fee covers all expenses incurred in the performance of the Assignment and is exclusive of VAT.

The Fixed Fee will be adjusted annually in line with the Belgian Consumer Price Index, it being understood that the amount of the indexed Fixed Fee can never be lower than the amount of the Fixed Fee before indexation.

• 5.2 Billing
  1. The fee will be invoiced weekly by GIGHOUSE to the Client after validation by the Client of the Freelancer's timesheets (timesheets). The invoice will show the Fixed Fee and the Service Fee separately.

The Client, upon receipt of the submitted timesheets by the Freelancer, shall have no later than the following Monday 11am, to dispute such timesheets. In the absence of validation by Monday 11am, the Client shall be deemed to have irrevocably validated the timesheets.

• 5.3 Payment

1. The invoices of GIGHOUSE shall be paid 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 by the Client. 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, 2002 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 reminder, collection or court costs and without prejudice to the right of GIGHOUSE to claim a higher compensation subject to proof of the actual damage suffered.
2. In addition, in the event of non-payment, all payment terms granted shall lapse by operation of law and all invoices, even those not due, shall become immediately payable.
3. Under no circumstances will the Client be entitled to offset the amounts it owes to GIGHOUSE under the Agreement with any amount that GIGHOUSE would owe the Client.

6.INFRASTRUCTURE - PROVISION OF MATERIALS AND DOCUMENTS

• 6.1 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 Assignment. The Client guarantees that the Freelancer will be able to perform the Assignment in complete safety.
• 6.2 During the term of the Agreement, the Client shall be under a continuing obligation to promptly provide the Freelancer with all information and data that the Freelancer requires or reasonably considers useful in the performance of the Assignment.

7.CONFIDENTIALITY

• 7.1 GIGHOUSE will include in the framework and project agreement entered into with the Freelancer the Freelancer's obligation to the Client to protect any confidential or proprietary information (e.g., technical, commercial or financial information) that becomes known to the Freelancer during the performance of the Assignment, relating to the Assignment, the Client's products, techniques and strategies, or any of its affiliates, and not to knowingly or unknowingly share such information with any third party.
• For purposes of this Article Confidential Information including: all information, HR concepts, business concepts, data, notes, letters, files, floppy disks, files, software and/or any document and/or material relating to the business 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 GIGHOUSE will include in the Framework and Project Agreement entered into with the Freelancer the Freelancer's obligation to the Client to immediately transfer (or destroy, at the Client's discretion) all Confidential Information to the Client in the event that the Framework Agreement and/or Project Agreement are terminated or at the request of the Client during the term of the Framework Agreement and/or Project Agreement.
• 7.3 GIGHOUSE will include in the framework and project agreement entered into with the Freelancer the Freelancer's obligation to the Client not to retain any copy or transcript of the Confidential Information in any form after termination or completion of an Assignment. All possible titles and/or intellectual property rights directly or indirectly associated with the Confidential Information belong to the Client, and the Client retains an exclusive right of use thereof at all times without compensation.
• 7.4 GIGHOUSE will include in the framework and project agreement entered into with the Freelancer, the Freelancer's obligation to the Client after its termination, not to disclose Confidential Information to third parties and/or use any Confidential Information for its own account or business.
• 7.5 GIGHOUSE will include in the framework and project agreement entered into with the Freelancer the obligation of the Freelancer to impose the confidentiality obligation as set forth herein on its directors, employees and agents relied upon by the Freelancer during the performance of the Assignment (if applicable).
• 7.6 For each breach of this provision, the Freelancer is liable to pay the Client fixed damages of EUR 25,000, by operation of law and without notice of default, without prejudice to the Client's right to claim additional damages.
• 7.7 The aforementioned confidentiality obligation of the Freelancer that will be included in the agreement between GIGHOUSE and the Freelancer constitutes a clause in favor of a third party (third-party clause) in accordance with Article 5:107 of the Belgian Civil Code. The Client acknowledges and agrees to be the beneficiary third party. The Client therefore acknowledges that it has its own direct right of action against the Freelancer.
• 7.8 The agreement between GIGHOUSE and Freelancer will state that the freelancer's confidentiality obligation will apply for the duration of the Assignment, as well as for a period of 24 (twenty-four) months after the Assignment is completed or terminated.

8.NON-SOLICITATION BY THE PRINCIPAL

• • 8.1The Client undertakes during the term of this Agreement and for a period of one (1) year thereafter, subject to GIGHOUSE's prior written consent, whether direct or indirect, to refrain from:

1. a) induce or attempt to induce personnel or freelancers of GIGHOUSE, engaged in the provision of services under this Agreement, to terminate their connection with GIGHOUSE, offer them employment or employ them (whether as servants or freelancers or otherwise);
2. (b) otherwise intervene in any way in the relationship GIGHOUSE and the personnel and/or freelancers involved in providing services under this Agreement.

This provision already applies from the first contact between GIGHOUSE and the Client, even before the actual start of an Assignment and consequently even without a signed Agreement.

• 8.2 In case of breach of Article 8.1 of this Framework Agreement, the Client shall owe GIGHOUSE a fixed compensation amounting to 25,000 euros, without prejudice to the right of GIGHOUSE to claim additional compensation if the damage actually suffered is higher.
• 8.3 The Client agrees that the undertakings described in this Article are reasonable and necessary to protect the legitimate interests of GIGHOUSE. This Article shall continue to apply after termination of this Agreement, regardless of which Party or for what reason this Agreement is terminated.

9. INTELLECTUAL PROPERTY

• • 9.1 GIGHOUSE shall include in the Framework and Project Agreement entered into with the Freelancer an acknowledgement by the Freelancer that the Client or third-party beneficiaries retain exclusive (ownership) rights, nationally and internationally, with respect to patents, models, drawings, technical improvements, new processes and inventions, and/or any other intellectual property rights arising from the work performed by the Freelancer under the Assignments under this Framework Agreement.
  • 9.2 GIGHOUSE will include in the framework and project agreement entered into with the Freelancer, the Freelancer's obligation to transfer to the Client all property rights associated with any copyrighted work or computer program - including but not limited to drawings, literary works of any kind, databases - created by the Freelancer during the performance of the Agreement, worldwide and for the full term of such rights.
• 9.3 This transfer includes, but is not limited to, the right to exploit each of these works in the following ways:

1. the graphic publication of the work in any book form, for any purpose, in any language;
2. the right to translate the work or have it translated into any language;
3. the inclusion of a portion 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;
4. the incorporation of the entire work, regardless of language, into another work, database, multimedia work or otherwise, and the exploitation of the creations thus created;
5. the publication of all or part of the work, regardless of language, in a newspaper, weekly, magazine or otherwise;
6. 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;
7. the public communication of all or part of the work, regardless of language, via radio or television;
8. the adaptation of the work, excluding any audiovisual adaptation, and the exploitation of this adaptation in any of the above mentioned ways;
9. the right, if the work is exploited in accordance with any of the foregoing modes and copies of this work are created as a result, to rent out or lend out such copies.

• 9.4 The remuneration for the transfer of these patrimonial rights for each of these modes of exploitation shall be covered by the remuneration paid by GIGHOUSE to the Freelancer in the context of the performance of the Assignment in question, provided that the Client has paid the remuneration in a timely and correct manner in accordance with Article 5 of this Framework Agreement. The Client acknowledges that if GIGHOUSE is not paid timely and correctly according to Article 5 of this Framework Agreement, GIGHOUSE cannot pay the fee to the Freelancer. Should this result in the failure to transfer all patrimonial rights to the Client, GIGHOUSE cannot be held liable in any way.

• 9.5 GIGHOUSE will provide within the framework of the framework and project agreement with the Freelancer that for each breach of this provision, the Freelancer will owe the Client a lump-sum compensation of 25,000 Euros and this by operation of law and without notice of default, without prejudice to the Client's right to claim additional compensation.

• 9.6 The above-mentioned obligation of the Freelancer included in the agreement between GIGHOUSE and the Freelancer constitutes a clause in favor of a third party (third-party clause) in accordance with Article 5:107 of the Belgian Civil Code. The Client acknowledges and agrees to be the beneficiary third party. The Client therefore acknowledges that it has its own direct right of action against the Freelancer.

10.LIABILITY