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GENERAL TERMS AND CONDITIONS FREELANCER

These general terms and conditions (hereinafter the Framework Agreement referred to as) set forth the terms and conditions that govern the relationship between GIGHOUSE and the Freelancer with respect to the Freelancer's use of the services provided by GIGHOUSE as a digital matching platform and contract administrator (hereinafter the Services mentioned).

  1. SERVICES GIGHOUSE

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 a Project for the Client and the Client has accepted the Freelancer to perform that Project), GIGHOUSE will draft the contracts, handle the invoicing (via self-bill) and make the payments to the Freelancer as stated in the 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 a Freelancer is matched to 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 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, 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.

 

  1. EXECUTION OF THE ASSIGNMENT BY THE FREELANCER

2.1 The Freelancer performs the Assignments under the Agreement on an independent and autonomous basis, without any authority, direction or supervision on the part of GIGHOUSE or the Client.

The Freelancer enjoys the greatest possible freedom in the performance of the Assignments entrusted to him: he performs these assignments in complete independence and according to free insight without authority, direction or supervision, neither on behalf of GIGHOUSE nor on behalf of the Client, while no instructions or orders, other than general guidelines and strategic policy lines relating to the strategy of GIGHOUSE or of the Client, may be given to him by GIGHOUSE and/or the Client either.

The Freelancer decides autonomously on his use of time and does not have to justify any unavailability due to illness, vacation, or any other reason. However, a certain availability may be required of the Freelancer as part of a specific Assignment.

This independence and autonomy are essential elements of the Agreement, without which the Parties would not reach the Agreement.

2.2 If an Assignment is accepted by the Freelancer, the Freelancer will organize its services at its own choice and discretion, on the understanding that it undertakes to devote to the execution of the Assignment the necessary resources, energy and time required for the correct and professional execution of the Assignment, taking into account the organizational and/or commercial necessities of the Client. The Freelancer shall at all times exercise the necessary diligence, skill and loyalty in the performance of the Assignments.

2.3 The Parties expressly stipulate that the Freelancer can in no way be considered an employee, agent or representative of GIGHOUSE and/or the Client.

2.4 It is expressly stipulated and acknowledged between the parties that the Assignments assigned to and accepted by the Freelancer do not create any bond of subordination between the Freelancer, GIGHOUSE and/or the Client.

Consequently, none of the parties can draw rights or impose duties under the laws on labor contracts, social security or under the tax laws and decrees applicable to the labor contract.

The Freelancer will comply with all legal obligations that may apply to it by virtue of the activity it carries out, more specifically towards social security and/or the tax authorities.

2.5 During the performance of the Assignments, the Freelancer may not rely on - nor have Assignments performed by - persons appointed by it, such as employee(s), agents, mandataries, or any other person associated with the Freelancer. An exception will only be made if the Freelancer has obtained prior written approval from GIGHOUSE and the Client.

2.6 If the Freelancer is a legal entity, the Freelancer must appoint a permanent representative for the performance of the Assignment, who has the necessary qualifications, expertise and experience (the Representative). This Representative must be approved in advance by GIGHOUSE and the Client.

If the Freelancer has designated a permanent Representative, all obligations of the Freelancer under the Agreement shall be mutatis mutandis applicable to the Representative.

2.7 The Freelancer (and its Representative, if applicable) declares that it is in compliance with all commercial law, company law and social law legal requirements for the activities under the present Framework Agreement and in the execution of the Assignments.

  1. DURATION AND TERMINATION

3.1 The Framework Agreement takes effect from the moment the Freelancer accepts the Framework Agreement via the GIGHOUSE web portal. The Framework Agreement is entered into for an indefinite period of time.

3.2 The Framework Agreement may be terminated by any of the Parties subject to compliance with a 1 (one) month's notice given to the other Party by registered letter giving effect to the 3e (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 executed the remaining term of the accepted Assignment.

3.3 Subject to the general modes of extinguishment of obligations, each party shall be entitled at any time, without prejudice to its contractual or statutory rights to compensation, to terminate the Contract and the Order in progress on the basis thereof, to the detriment of the other party, immediately and without notice or compensation by simple registered letter and this,

because of GIGHOUSE

  • in case the Freelancer or the Client is declared bankrupt, is manifestly insolvent and/or has filed for judicial composition;
  • change of control of the Freelancer or death of the Representative:
  • in case of a breach by the Client of the Framework and or Project Agreement concluded between GIGHOUSE and the Client regarding the Assignment performed by the Freelancer.
  • in the event that the Freelancer has not performed the Assignment entered into between the parties for an uninterrupted period of 15 calendar days or more than 15 calendar days within a period of 30 calendar days, for any reason, except as otherwise agreed by the parties in writing;
  • in case the Freelancer fails to fulfill its obligations under this Agreement and/or the Assignment entered into under this Agreement, or the obligations are not performed by it in a careful and proper manner and this for more than 10 calendar days after written notice of default to that effect from the Client and/or GIGHOUSE;
  • in case the Freelancer is guilty of negligence, serious misconduct or fraud;
  • in case the agreement between the Client and GIGHOUSE comes to an end, for any reason. In that case, GIGHOUSE will notify the Freelancer of this without delay;

 

Because of the Freelancer

  • in case GIGHOUSE is declared bankrupt, is in apparent insolvency and/or has filed for judicial composition;
  • a breach of the Agreement committed by GIGHOUSE, communicated by the Freelancer to GIGHOUSE by registered mail and not remedied within 10 (ten) calendar days from the calendar day after the registered mail was sent (with the postmark serving as proof of the date of mailing);
  • in case GIGHOUSE fails to settle the Freelancer's undisputed invoices for more than 10 calendar days after written notice of default to that effect from the Freelancer

  1. FEES AND BILLING

4.1 Fees

GIGHOUSE will pay the Freelancer a fee for the Assignment performed in accordance with the terms and modalities described in the relevant Project Agreement (the Fixed Fee).

The Fixed Fee covers all expenses incurred in the performance of the Engagement and is exclusive of VAT.

Accordingly, the Freelancer cannot charge any other fees or expenses unless otherwise expressly provided in the Project Agreement.

4.2 Billing / Self-billing

4.2.1 The Parties agree that the system of self-billing will apply to the Fixed Fee payable to the Freelancer for the performance of an Assignment.

4.2.2 The Freelancer shall communicate in writing to GIGHOUSE the number of hours/days performed at the Client in performance of an Assignment via timesheets (timesheets) or through the use of the GIGHOUSE mobile application (functionality timesheet).

4.2.3 Fees due will be paid weekly through self-billing invoiced by GIGHOUSE on the basis of the timesheets provided for in Article 4.2.2 (unless the timesheets are disputed by the Client). The Freelancer acknowledges that timely and accurate recording of the hours/days performed is an essential condition for the timely invoicing of the fees due by GIGHOUSE. The Freelancer acknowledges and accepts that GIGHOUSE is not responsible for any late billing that is the result of late time registration by the Freelancer.

4.2.4 If the Freelancer's self-bill not contested in writing within 48 (forty-eight) hours of the date of issuance, the self-bill deemed irrevocably and unconditionally accepted by the Freelancer.

4.2.5 Each self-bill is provided with a consecutive number, according to a continuous sequence for each Freelancer.

4.3 Payment

4.3.1 The self-bills of the Freelancer shall be paid by GIGHOUSE within 30 (thirty) calendar days from the invoice date (unless the timesheets submitted by the Freelancer are disputed by the Client).

4.3.2 GIGHOUSE will inform the Freelancer of any material delay in the payment of an invoice of GIGHOUSE by the Client. Should the Client fail to pay GIGHOUSE's invoices relating to the Assignment performed by the Freelancer within 120 (one hundred and twenty) calendar days from the invoice date, GIGHOUSE reserves the right to reclaim any amount paid to the Freelancer relating to this Assignment.

  1. OTHER CLIENTS

No exclusivity is agreed upon between the parties. The Freelancer has the opportunity to work for other clients.

Nevertheless, the Freelancer shall ensure that his possible activities for other clients cannot reasonably compete with those of GIGHOUSE or the Client and that they do not compromise the commitments stipulated in the Agreement.

In particular, the Freelancer shall ensure that any assignments for other clients do not interfere with the proper performance of the Assignments accepted under this Framework Agreement.

  1. INFRASTRUCTURE - PROVISION OF MATERIALS AND DOCUMENTS

6.1. The Freelancer shall be granted access to all documentation, information, premises and/or IT systems of the Client necessary for the performance of the Assignment.

6.2. All documentation, information, infrastructure, materials, products, documents, data, formulas, etc. relating to the Client, of whatever nature, in whatever form and through whatever medium, as well as all copies thereof, made available to the Freelancer or acquired by the Freelancer over the course of the performance of an Assignment, shall remain the property of the Client and shall be returned to the Client upon first request and at the latest within 10 days after the end of an Assignment (regardless of the reason).

  1. WITHDRAWAL

7.1. The Freelancer undertakes at all times, both before and after the termination of this Agreement, for whatever reason, to keep all information and data, including but not limited to information and data of a commercial, technical, operational or financial nature, relating to GIGHOUSE, Clients and/or the group to which GIGHOUSE and/or the Client belongs of which the Freelancer learns directly or indirectly pursuant to the performance of the Agreement or an Assignment, to be kept strictly confidential and secret vis-à-vis third parties and not to be used for their own benefit or for the benefit of any person or entity other than GIGHOUSE, respectively the Client and/or the groups to which GIGHOUSE and/or the Client belong.

The Freelancer also agrees to impose this confidentiality obligation on all persons or companies whose services it relies upon in performance of this Agreement and the Assignments entered into under this Agreement.

All information, HR concepts, business concepts, data, notes/notes, letters, files, floppy disks, files, software and/or any document and/or material relating to the activities of the Client (or any person associated with it), its customers and/or employees, prepared by the Freelancer or of which the Freelancer has become aware during the performance of the Assignment (hereinafter referred to as Confidential Information), may be used without question by the Client. The Client retains exclusive ownership of the Confidential Information at all times without any compensation.

7.2. If for any reason the Framework Agreement and/or the Project Agreement are terminated, or at the simple request of GIGHOUSE during the term of the Framework Agreement and/or the Project Agreement, the Freelancer shall immediately transfer and/or, if requested, destroy all Confidential Information to the Client, without incurring any compensation.

7.3. The Freelancer is not authorized to take or retain any copy or transcript of the Confidential Information, in any form, after the termination of an Assignment. All possible titles and/or intellectual rights directly or indirectly related to the Confidential Information belong to the Client. The Client shall at all times retain the exclusive right of use thereof without compensation.

7.4. In addition, both during the Agreement and after its termination, the Freelancer shall not disclose Confidential Information to third parties and/or make use thereof for its own account or business or in a manner that can reasonably be considered detrimental to the Client.

7.5. The Freelancer shall enforce the duty of confidentiality set forth in this Section 7 on its officers/directors, employees and agents upon whom the Freelancer relies for the performance of an Assignment (if any).

7.6. In the event of a breach of this Article 7 by the Freelancer (and/or, as the case may be, the Representative), the Freelancer - and, as the case may be, its Representative on a joint and several basis - shall be liable by operation of law to the Client for liquidated damages of EUR 25,000.00, without prejudice to the Client's right to claim higher damages if the damage suffered exceeds the amount of the liquidated damages.

7.7. The Freelancer's obligations set forth above constitute a clause in favor of a third party (third party clause) in accordance with Article 5:107 of the Civil Code, with the Client acting as the beneficiary third party. Accordingly, the Freelancer acknowledges that the Client has its own direct right of action against the Freelancer in the event of a breach by the Freelancer of its confidentiality obligations as set forth above.

  1. SPECIAL INDEMNITY/LIABILITY

8.1 The Freelancer shall perform the Assignments given to it and accepted by it in a careful and proper manner, according to the rules of the art, in order to bring the Assignments to a good result.

The Freelancer is responsible for the quality of the Assignments performed by him.

The Freelancer bears full responsibility for possible errors or defects in services rendered including with respect to studies, calculations, plans, analyses or other documents made by him prior to, within the framework of, or with respect to the performance of the Assignments.

Accordingly, the Freelancer will be liable for any loss, damage, delay, cost or compensation resulting directly or indirectly from any failure, intentional or unintentional, of its duty to perform the Assignments accepted by it in a diligent and proper manner.

8.2. The Freelancer undertakes to fully indemnify and compensate GIGHOUSE (on a euro-for-euro basis) for all claims instituted by the Client and third parties against GIGHOUSE for damage suffered by the Client and/or third parties as a result of gross negligence, serious or intentional error, fraud or defective performance of an Assignment by the Freelancer.

8.3 In addition, the Freelancer indemnifies GIGHOUSE and the Client in particular against all claims whereby the independent nature of the cooperation between GIGHOUSE and the Freelancer and between the Client and the Freelancer would be disputed, and against all costs, debts and financial consequences that would result therefrom for GIGHOUSE and/or the Client

8.4. The Freelancer undertakes to take out valid and adequate liability insurance BA exploitation with a recognized insurance company that insures his liability to GIGHOUSE and the Client in a professional manner, in accordance with his responsibilities. The Freelancer undertakes to submit a copy of the policy as well as proof of premium payment at the first request of GIGHOUSE.

8.5. The Freelancer undertakes to fully indemnify and hold GIGHOUSE harmless (on a euro-for-euro basis) for claims brought by the competent tax administration against GIGHOUSE due to incorrect or incomplete processing by the Freelancer of his income in the tax return.

8.6 The Freelancer expressly acknowledges that GIGHOUSE or the Client will in no way be held liable for any damage suffered by the Freelancer during or on the occasion of the performance of an Assignment or as a result of its movements.

 

  1. INTELLECTUAL PROPERTY

9.1. The Freelancer acknowledges that the Client or third party beneficiaries retain exclusive (ownership) rights, both domestically 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 Assignment.

9.2. The Freelancer shall assign to the Client all property rights attached to any copyrighted work or computer program - including but not limited to drawings, literary works of all kinds, and databases - created by the Freelancer during the performance of the Assignment, worldwide and for the full term of such rights.

9.3. This transfer includes, but is not limited to, the right to use each of these works 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 any 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;

(d) the incorporation of the entire work, regardless of language, into another work, database, multimedia work, or otherwise, and the exploitation of the creations;

(e) the publication of all or part of a work, regardless of language, in a newspaper, weekly, 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, and any other electronic publication), as well as the reproduction of (part of) the work, regardless of language, through the said sound and/or image carriers and the exploitation of the said creations;

(g) the public communication of all or part of a 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 above-mentioned ways;

(i) the right, if the work is exploited in accordance with any of the specified modes above and copies of such work are made as a result, to rent out or lend out such copies.

9.4. The fee for the transfer of these property rights for each of these exploitation modes shall be covered by the fee paid by GIGHOUSE to the Freelancer for the performance of the Assignment.

9.5 The Freelancer agrees that the undertakings described in this Article are reasonable and necessary to protect the legitimate interests of the Client. This Article shall remain in full force and effect after termination of this Agreement, regardless of which Party or for what reason this Agreement is terminated.

9.6 In the event of a breach of this Article 9 by the Freelancer (and/or, as the case may be, the Representative), the Freelancer - and, as the case may be, its Representative - shall be liable, jointly and severally, by operation of law, to the Client for liquidated damages of EUR 25,000.00, without prejudice to the Client's right to claim higher damages if the damage suffered exceeds the amount of the liquidated damages.

9.7. The Freelancer's obligations set forth above constitute a clause in favor of a third party (third-party clause) pursuant to Article 5:107 of the Civil Code, whereby the Client qualifies as the beneficiary third party. The Freelancer therefore acknowledges that the Client has its own direct right of action against the Freelancer in the event of a breach by the Freelancer of its obligations as set forth above

  1. NON-COMPETITION AND NON-SOLICITATION

10.1. The Freelancer agrees, both during the term of the Assignment and for a period of [12 (twelve)] months after the termination of the Assignment, to refrain from direct or indirect participation in or involvement in any activity (as an employee, partner, (general) director, shareholder, consultant or agent of any company, partnership or enterprise) that is competitive with the business of the Client or its affiliates, as exercised during the term of the Project Agreement.

10.2. The Freelancer undertakes, both during the term of the Assignment and after its termination, to refrain, directly or indirectly, regardless of its capacity, from persuading or inducing any client or potential client or supplier of the Client or its affiliates to terminate or diminish their commercial relationship with the Client or its affiliates, or to alter the terms of their commercial relationship in a manner materially adverse to the Client and/or its affiliates.

10.3. The Freelancer undertakes, during the term of an Assignment and 12 months after its termination, not to contact the Client directly or indirectly (i.e., outside the context of this Agreement) to perform the same or similar services (whether or not) for the Client, after termination of the Assignment.

In case of breach of this Article 10.3, the Freelancer will owe a lump sum compensation of 10,000.00 euros, and this by operation of law and without prior notice of default, without prejudice to the right of GIGHOUSE to claim additional compensation

10.4. The Freelancer agrees that the undertakings described in this Article are reasonable and necessary to protect the legitimate interests of the Client/GIGHOUSE. This Article shall continue to apply in full after termination of this Agreement, regardless of which Party or for what reason this Agreement is terminated.

  1. OVERVIEW

 

11.1 In the event of force majeure, the performance of the Framework Agreement and/or the Project Agreement may be suspended by GIGHOUSE for the duration of the force majeure.

11.2. Force majeure includes, inter alia: any unforeseeable fact or event that cannot be attributed to GIGHOUSE and that seriously prevents GIGHOUSE and/or the Freelancer from performing the Agreement, such as, but not limited to, social conflicts (e.g., strikes), legal restrictions, fire, traffic congestion that prevents the Freelancer from reaching the place of performance of the Assignment, government orders and other similar events.

11.3 GIGHOUSE can in any case not be held responsible for the delay in the performance of the Agreement if this delay is due to a situation of force majeure.

11.4 If the Force Majeure lasts longer than one (1) month, GIGHOUSE will have the option to terminate the relevant Project Agreement with immediate effect and without any compensation being due, free of charge, by registered letter

 

12 OTHER PROVISIONS

12.1. Transfer and legal succession

The Framework Agreement is binding and may not be assigned by any Party except by GIGHOUSE to an affiliated company within the meaning of Article 1:20 of the Companies and Associations Code.

Parties acknowledge that the legal succession of GIGHOUSE and/or the Freelancer through either merger, amalgamation, change of legal status, assignment, absorption or takeover of all or most of the assets of GIGHOUSE or of the Freelancer through the establishment of a right in rem under any title whatsoever, for the benefit of any natural or legal person, or a change of management within one of the contracting parties, does not necessarily entail termination of the agreement.

12.2. Divisibility

If any provision of this Framework Agreement or of any Project Agreement entered into pursuant to this Framework Agreement is declared invalid or unenforceable, then such provision (to the extent it is invalid or unenforceable) shall be deemed unwritten and shall not form part of this 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.

12.3. 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, written or otherwise, between the Parties with respect to the subject matter of this Framework Agreement. Any other version or modification of this Framework Agreement shall be valid only if it is expressly and in writing and signed by or on behalf of all Parties.

12.4. 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.

The Privacy Policy is available at https://www.gighouse.be/privacy-policy/ for further information on personal data processed by GIGHOUSE.

Within the meaning of the Act of July 30, 2018 and of the Regulation (EU 2016/679) of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data, hereinafter referred to as the "Privacy Act," GIGHOUSE is considered the processing controller .

The Freelancer may become aware of personal data of the Client in the course of performing an Engagement and may qualify as a processor under the General Data Protection Regulation 2016/679 of April 27, 2016.

To the extent that the performance of an Assignment includes the processing of personal data of the Client by the Freelancer, the Parties clarify and acknowledge that GIGHOUSE bears no responsibility whatsoever in the lawfulness of the purposes of the processing, nor the suitability of the means of processing and the organizational and technical information security measures taken by the Client and/or the Freelancer. The Freelancer will indemnify GIGHOUSE in this respect.

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. The Freelancer is aware that a separate processing agreement must be entered into with the Client in this case, as provided in the Privacy Act.

 

12.5. Modification of general terms and conditions

GIGHOUSE reserves the right to revise the terms and conditions contained in this Agreement at any time. In such case, GIGHOUSE will notify the Freelancer by all appropriate means at least 15 days before the revised terms take effect.

Publication of notice on website www.gighouse.be is considered appropriate notification. The Freelancer then has a period of 15 calendar days from the notification to dispute the new General Terms and Conditions, by registered letter addressed to the registered office of GIGHOUSE.

In the absence of a timely dispute, the amended terms and conditions will take effect on the day following the aforementioned deadline.

 

12.6. Exclusion of general terms and conditions Freelancer

The Parties expressly agree that only terms and conditions of the Agreement are applicable. The Freelancer expressly waives the application of its own general terms and conditions and/or billing terms and conditions.

  1. APPLICABLE LAW AND JURISDICTION

13.1. The Agreement shall be governed by and construed in accordance with Belgian law.

13.2. 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.