The Freelancer and GIGHOUSE hereby enter into a framework agreement (hereinafter referred to as the “Framework Agreement”) in which respect GIGHOUSE will act as an intermediary between the Freelancer and a customer (hereinafter referred to as the “Customer”), and in which respect the Freelancer will carry out specific projects (hereinafter referred to as the “Projects”) for the Customer.
The engagements (hereinafter referred to as the “Engagements”) of GIGHOUSE consist of matching the Freelancer to Customers and the administrative processing of their collaboration, including the retention of administrative records and invoicing.
A separate project agreement (hereinafter referred to as the “Project Agreement”) will be drawn up for each Project and signed by both parties.
The provisions of the Framework Agreement apply to each Project Agreement enclosed to this Framework Agreement.
2.1. The Freelancer will perform the activities in the context of this Framework Agreement on a fully independent and self-employed basis.
The parties will emphasise, insofar as this is necessary, that the freedom and independence that they have in respect of each other is an essential element for the execution of this Framework Agreement, in the absence of which this Framework Agreement would not have been concluded.
The Freelancer will thus organise his/her/its activities as he/she/it chooses and sees fit. He/she/it will dedicate the necessary resources, energy and time to the Projects to facilitate the proper and professional execution thereof, taking into consideration whatever requirements are necessary for the Customer’s business operations.
The Freelancer may never be considered an employee or agent of GIGHOUSE or the Customer.
2.2. The Freelancer may not call upon any persons he/she/it has selected and appointed, such as one or more employees, appointees, assistants or any other persons associated with the Freelancer, for the execution of the Projects, or delegate the execution of the Projects to such entities, without with the prior explicit consent of GIGHOUSE.
2.3. The Freelancer will ensure that he/she/it carries out the Projects and executes the entire Framework Agreement in accordance with laws of Belgium and with the dedication, skill and know-how appropriate to professionals, as well as with the loyalty due for the execution of each agreement.
3.1. This Framework Agreement will commence upon registration by the Freelancer on the GIGHOUSE website.
3.2. 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 of dispatch.
This notice period will be suspended as long as one or more of the Project Agreement has/have not yet been fully executed.
3.3. By way of deviation from Article 3.2, GIGHOUSE may unilaterally and immediately terminate this Framework Agreement without being required to observe a notice period or held to pay any form of compensation, without prejudice to its right to compensation for loss or damages, in the following cases:
if the Freelancer violates any provision of this Framework Agreement and/or the Project Agreement;
if the Freelancer is found guilty of negligence, a serious error or deceit in the execution of the Projects;
in the event of bankruptcy, judicial reorganisation or apparent insolvency of the Freelancer.
4.1. GIGHOUSE will pay the Freelancer a fee for the Projects executed by the Freelancer. This is specified in the Project Agreement to this Framework Agreement. This fee will cover all expenses and will not include VAT. The Freelancer will therefore not be able to charge any other fees.
4.2. At the end of each week, the Freelancer will communicate the number of hours and/or days worked for the Customer in connection with a Project in writing or through the use of the GIGHOUSE mobile application (timesheet functionality) to GIGHOUSE using timesheets.
4.3. The fees due will be invoiced weekly by GIGHOUSE by means of self-billing. The Freelancer will confirm this in writing to GIGHOUSE.
If applicable, each invoice will bear the statement “invoice issued by buyer”. The invoice will be deemed to have been accepted by the Freelancer unless an objection to the invoice is lodged in writing within 48 hours of receipt of the invoice.
4.4. The invoices issued by the Freelancer will be paid by GIGHOUSE within thirty (30) days after the invoice date.
If the Customer remains in default of payment of any invoices issued by GIGHOUSE for the Projects executed by the Freelancer within one hundred and twenty (120) days after the invoice date, GIGHOUSE will be entitled to full reimbursement by the Freelancer of the latter’s invoices for these Projects.
4.5. All expenses incurred by the Freelancer in connection with the execution of this Framework Agreement are included in the fee referred to in Article 4.1.
Article 5: Infrastructure – materials and equipment – documents
5.1. The Freelancer will be provided with all documentation and the most up-to-date information necessary for the execution of the Projects.
5.2. The Customer will always remain the owner of all materials and equipment, products, documents, data or formulas temporarily made available by it to the Freelancer to facilitate the execution of the Projects.
6.1. Both during the period of this Framework Agreement and following its termination for whatever reason, the Freelancer will undertake to maintain the strictest discretion vis-à-vis GIGHOUSE and each third party with respect to any information of which he/she/it may have become aware in the course of the execution of the Projects entrusted to him/her/it.
6.2. The Freelancer will ensure that every employee who he/she/it engages for the execution of the Project accepts the same obligation as referred to in Article 6.1.
6.3. In the event of an infringement of Articles 6.1 and 6.2 of this Framework Agreement, the Freelancer will owe GIGHOUSE a fixed compensation for loss or damage of EUR 25,000.00 (twenty-five thousand euros), without prejudice to GIGHOUSE’s right to claim full compensation for any loss or damage incurred.
7.1. For a period of one hundred and twenty-five (125) working days (one working day = eight hours), the Freelancer undertakes to refrain from carrying any assignments for the Customer that are similar or identical to the Projects that are the subject of this Framework Agreement, whether directly or indirectly, and in whatever capacity, without the prior written permission of GIGHOUSE.
7.2. In the event of an infringement of Article 7.1 of this Framework Agreement, the Freelancer will owe compensation for loss or damage to GIGHOUSE equal to the amount of the payments owed to him/her/it under this Framework Agreement, without prejudice to GIGHOUSE’s right to claim full compensation for any loss or damage incurred.
8.1. The Freelancer agrees that all technical improvements, new processes and – in particular – all inventions, irrespective of their nature, of which the Freelancer would become the rightful or joint rightful owner in the context of the execution of this Framework Agreement, will irrevocably and exclusively become the property of the Customer, without any right to remuneration of the Freelancer.
8.2. If the Freelancer is entrusted with the creation of any copyrighted work or computer program in the context of the execution of this Framework Agreement – including but not limited to drawings, literary works of all kinds and databases – the Freelancer hereby expressly agrees that all rights associated with property or ownership attached to these works will be transferred to the Customer, for the entire duration of these rights and in all countries of the world.
8.3. 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 and in any language;
the right to translate the work or have it translated into any language;
the inclusion of part of the work, irrespective of the language of the work, in an anthology, database, multimedia work or otherwise, and the commercialisation of the resulting creations;
the incorporation of the entire work, regardless of the language in which it is written, in another work, database, multimedia work or otherwise and the commercialisation of the work thus created;
the publication of the work or a part of it, in any language, in a newspaper, weekly newspaper, magazine or otherwise;
the recording of the work, or a part of it, in any language, on sound and/or image carriers (e.g. sound cassettes, image cassettes, CD, CD-ROM, CD-I, the Internet and/or any other electronic publication), as well as the reproduction of the work, or a part of it, in any language, through the above-mentioned sound and/or image carriers and the commercialisation of the latter;
the disclosure of the work or a part of it to the general public, in any language, on radio or television;
the adaptation of the work, with the exception of any audio-visual adaptation, and the commercialisation of this adaptation in one of the above-mentioned ways;
the right, in the event that the work is commercialised in accordance with one of the above-mentioned modes and copies of this work are created as a result of this process, to rent out or lend such copies.
8.4. The remuneration for the transfer of any ownership or property rights for each of these modes of commercialisation is covered by the remuneration set out in Article 4.1 of this Framework Agreement. The Freelancer is not entitled to any additional remuneration in excess of the remuneration set out in Article 4.1.
If the Customer were to suffer any loss or damage as a result of an error committed by the Freelancer within the context of the performance of a Project, the Freelancer will undertake to indemnify GIGHOUSE in full for any loss or damage in the event that the Customer were to hold GIGHOUSE liable for this.
The Freelancer declares and guarantees that he/she/it has taken out a valid third-party liability insurance policy with a recognised insurance company that adequately insures his/her/its liability vis-à-vis the Customer or GIGHOUSE.
A copy of the above-mentioned policy, as well as proof of payment of the insurance contributions, will be submitted by the Freelancer at the initial request of GIGHOUSE.
It is expressly agreed that this Framework Agreement, together with the Project Agreement(s) enclosed to this Framework Agreement, comprise an integral whole of the agreements between the parties and replaces all previous agreements between the parties, as well as all written and verbal proposals, negotiations, conversations and discussions previously held between the parties in relation to this Framework Agreement, and that, where applicable, the application of any general terms and conditions of the Freelancer will be excluded.
Amendments to this Framework Agreement may only be made in writing and by mutual agreement between the parties.
This Framework is, in all its aspects, governed by the laws of Belgium.
Any dispute regarding the validity, interpretation, execution or termination of this Framework Agreement will be settled exclusively before the competent District Courts of Kortrijk.