1. BEELANCE MISSION
   1. Beelance is an IT platform aiming at facilitating the matching and the service delivery between independent workers, the Freelancers, and their professional customers, the Customers in the context of short or medium-term Missions to Customers instructing parties by requesting services.
   2. BEELANCE S.A/N.V., having its registered offices at Chaussée de Charleroi 112, 1060 Bruxelles, BELGIQUE, with VAT number BE 0712.627.227. hereby lawfully represented by WAKE UP S.P.R.L., permanently represented by Mr. Laurent-Philippe HAM, hereinafter referred to as “Beelance” and which is the owner, manager and operator of the Platform.

2. BEELANCE SCOPE

   1. These PTU are applicable and shall be observed by any User of the Platform.
   2. The purpose of these PTU is to define the terms of use and sale of the Platform's Features and Ancillary Services as well as to define the rights and obligations of Users of the Platform.
   3. By using this Platform and having expressly accepted these PTU, any User expressly acknowledges having read these PTU in their entirety and with care and attention and fully and unreservedly accepts each and every one of these terms.
   4. The subscription/the registration to Beelance does not entail any obligation for the Customer to actually order a Mission from Freelancers or any obligation for Freelancers to accept any Mission request from Customers.
   5. Beelance remuneration is based solely on Platform subscription fee and, where and if applicable, on the Ancillary Services fees. Beelance does not charge any fee or commission on the amount paid by a Customer to any Freelancer in the context of the performance of a Mission.
   6. Beelance is not involved in and incurs no liability whatsoever for the performance of Missions and for the entailed rights and obligations of the Users d in such context.
   7. In order to ensure the proper functioning and improvements of the Platform, Beelance reserves the exclusive right to modify the structure, format and Content of the Platform as well as the available features and Ancillary Services.

1. DEFINITIONS
   1. Customer: refers to any natural or legal person carrying out a legal commercial activity in Belgium or in another country of the European Economic Area and posting a proposal through the Platform.
   2. Content: refers to any information, message, statement, comment, remark, rating, personal data or file (text, image, video, photograph, presentation, codes, etc.) posted on the Platform by a User.
   3. CFMA: refers Customer-Freelance Mission Agreement which is the services contract between Beelance (as a facilitator), the Customer and the Freelance.
   4. Freelancer: refers to any natural or legal person registered as a self-employed person on a principal or ancillary basis, or as a umbrella company (or equivalent) employee, carrying out a legal commercial activity in Belgium or in another country of the European Economic Area.
   5. Mission: refers to all the precise tasks that the Customer proposes to offer to a Freelancer in exchange for remuneration which may lead to the conclusion of a task order. The contract between the Customer and the Freelance shall be materialized either through the CFMA either by a contract provided by the Customer.
   6. Platform: refers to the website published, owned, managed and operated by Beelance and accessible at the address https://beelance.io.
   7. Privacy Policy: refers to the legal document that discloses the type of personal data that Beelance collects from the users and all the ways Beelance will process the data and lists the rights of the users as regards the processing of their personal data. This Privacy Policy can be found here.
   8. Ancillary Services: refers to some of the services offered on the Platform by Beelance. These Ancillary Services are described in more details in Article 6.
   9. Site: refers to Beelance's website whose address is https://beelance.io.
   10. Task Order: conditions for execution of the Mission (description, price, terms of payment, etc.) entered into between the Customer and the Freelancer either through the CFMA either through a contract provided by the Customer.
   11. Dedicated Account: a bank account registered under the name of Beelance where amounts paid by Customers to Freelancers are credited and then transferred to the Freelancers.
   12. User: refers to any person using the Platform in any way, namely the Customer and the Freelancer.
2. REGISTRATION
   1. Registration to the Platform is a necessary condition to benefit from Beelance's Ancillary Services. To this end, Users must set up a personal account, which can be opened free of charge.
   2. Registration does not give right to access to any Ancillary Services of the Platform as long as Platform subscription fee has not been paid when applicable (Article 5).
   3. Each User must be a natural person of at least 18 years or a legal entity and have the capacity to sign legal documents and represent the Customer contracting when applicable.
   4. Each User's account is protected by a unique identifier and password which the User may freely choose when creating his/her profile and which he/she may change at any time. The User is the sole guarantor of the integrity of his/her account and his/her access rights and is the sole responsible for the use that will be made of his/her personal account, as well as any Content that will be published therein. All actions taken from the User's account shall be deemed to have been taken by the User himself/herself.
   5. The User hereby acknowledges that the personal and administrative data provided when creating his/her account are accurate. The User also undertakes to update this information regularly whenever any change occurs.
   6. Beelance may ask the User any proof of his/her identity and of the information declared. Failing any response within 48 hours, Beelance may suspend the User's account pending receipt of the requested information.
   7. At the registration, the Customer shall make a choice between the use of the CFMA or its own services contract for the Mission between the Freelance and the Customer. This choice will be imposed to the Freelance who wishes to work with the said Customer. Therefore, the Freelance shall contract either through the CFMA either through the Customer’s contract.
3. SUBSCRIPTION TO THE PLATFORM
   1. Subscription to Beelance is free for Freelancers and chargeable for Customers.
   2. The Subscription plans available on the website have a duration of either one month either 12 months and will be tacitly renewed for subsequent terms of the same duration unless the Customer provides a two working days advance notice to Beelance that it does not wish to renew the subscription plan.
   3. The Ancillary Services available on the Platform and certain Platform Features can be accessed by means of a Platform subscription fee payable by the Customer per month or annually, except when the Ancillary Services are free of charge pursuant to these PTU.
   4. The amount of the Platform subscription fee will depend on the type of subscription plan chosen: essential plan ("Essential"), professional plan ("Professional"), corporate plan (“Corporate”) or enterprise plan ("Enterprise").
   5. Details of the current Platform subscription fee are available on the Site, are indicated in Euros (€) and are VAT exclusive. The amount of the Platform subscription fee may vary from time to time in the entire and exclusive discretion of Beelance. The offers, including their rates and terms, in force towards the Users are those available on the day the subscription is paid.
   6. The types of subscription plan are defined on the Site and depends on the number of invoices received by the Customer and users on the Platform. The number of invoices and users are capped to a maximum amount defined on the Site.
   7. In case the Customer has received the maximum amount of invoices and that as long as a Task Order is in force, the Customer will be obliged to upgrade its subscription plan.
4. PAYMENT OF THE PLATFORM SUBSCRIPTION FEE BY THE CUSTOMERS
   1. The Platform subscription fee allows a Customer to get access to Beelance Platform and does not include any credit or discount for any other service or Mission.
   2. The Customer is solely responsible for payment of all sums due under the subscription.
   3. The subscription must be paid immediately upon request of Beelance except if otherwise agreed upon between Beelance and the User. It can be paid via direct debit, credit card, or manual wire transfer (only for Customer users).
   4. As long as no payment has been made by the User, the User may not have access to the Ancillary Services, at the entire discretion of Beelance.
   5. Failure to pay the Platform subscription fee on time will allow Beelance to immediately stop the access of the Customer to the Platform without formal notice. The choice of Beelance not to apply the suspension immediately shall not be considered as a waiver to apply such suspension at a later stage or in other circumstances.
   6. Platform subscription fee does not cover costs related to equipment and electronic communications required for the subscription and use of the Platform features or the Ancillary Services, which remain the responsibility of the User.
   7. Provided that a formal notice has been sent by Beelance by registered letter or e-mail with acknowledgement of receipt, Beelance may suspend and/or terminate a subscription, without compensation or right to reimbursement, if it notices a breach by the subscriber of these PTU.
   8. Free trial for Customers- New Customer subscribers may benefit from a free trial of the Ancillary Services offered on the Platform as from the first day of subscription until the start day of execution of the first Task Order executed with Beelance through or via the Platform unless otherwise specified on the Platform.
   9. Upon or after the execution of the Task Order giving rise to the payment of the subscription, the Customer will be requested to execute the payment in accordance with this PTU.
   10. The delay for the payment of invoices is of 15 days by default, unless stipulated otherwise. In the case of delays in the payment of one or several invoices/debt to Beelance and without prejudice to any other right or remedy, Beelance is in the right to obtain an interest for delay of an annual cost of 12% or the default rate laid down by the legislation in force at the date which the debt is due (law of the 02/08/2002 on combating late payment in commercial transactions (M.B. 07/08/2002) or the subsequent law), the greater rate is, from the date on which payment is due with a minimum of 75 EUR, unless the invoice is questioned in good faith. Administrative fees of €75 will be invoiced at each recall of payment by email or by mail. A legal clause of 10% of the total amount of the debt, partially or completely unpaid, is due in its own right in case of failure to pay. In case of delay in the payment, even partial, of any sum of money payable to Beelance, the total amount of recovery costs will be at the charge of the defaulting debtor, whatever the sum of money, whatever the manner the recovery is proceeded either amicably and/or judiciary and/or with a bailiff or any other manner. Recovery costs with a bailiff will be calculated in conformity with the Royal Decree of the 30/11/1976 fixing the costs of official acts performed by a bailiff in civil and commercial matters as well as other allowances. The failure to pay one or few invoices issued by Beelance despite the recall is equivalent to a faulty breach, by the Customer, of the PTU and authorises Beelance to interrupt any request of Services or, what the Freelancer declares to agree, any current request temporarily or definitive. The Freelancer declares to agree to suspend his service to the benefit of the Customer at any moment on the simple request of Beelance, including in the total or partial absence of payment.
5. INVOICING AND PAYMENT COLLECTION MANDATES FROM FREELANCERS TO BEELANCE
   1. The Freelancer grants invoicing and payment collection mandates to Beelance for the duration of this Agreement. It is understood that the invoicing and payment collection mandates to Beelance shall only be effective if the Customer makes the choice of using the CFMA for a Mission. In the other cases, there is not any mandate which may apply.
   2. According to the invoicing mandate, Beelance shall issue invoices in the name and on the behalf of the Freelancer to the Customer. Beelance undertakes to draw up the invoices in accordance with the information and instructions given by the Freelancer and according to the requirements defined by the parties. Consequently, the invoices shall be issued in the name and on the behalf of the Freelancer as if they had been issued by the Freelancer himself, in particular as regards the mandatory stipulations referred to in applicable tax and economic regulations. The Freelancer retains full responsibility for its legal and tax obligations for the invoices issued in its name and on its behalf, including but not limited to VAT obligations.
   3. According to the payment collection mandate, the Customer shall pay the invoice amount on the Dedicated Account of Beelance. After payment is received Beelance shall transfer the entire amount defined in the respective Task(s) Order(s) to the Freelancer within a 5 working days time period. For sake of clarity Beelance is acting solely and merely as an outsourcing agent for the invoicing and payment collection, and the Freelancer agrees that Beelance will be under no obligation to pay the Freelancer any amount due by a Customer if the Customer fails to transfer the amount of the invoice to Beelance beforehand. In case of non-payment of the invoice, the Freelancer is solely responsible for the debt collection procedure.
6. ACCESS TO BEELANCE
   1. Access to Ancillary Services is reserved for registered Users, in order of payment of their subscription, who have duly completed their profile.
   2. Access to the Platform is open at all times, subject to updates and maintenance at Beelance's exclusive initiative and to external causes relating to the general functioning of the internet. Users are responsible for setting up the necessary resources themselves in order to be able to connect to the Platform, including telecommunication costs and internet connection.
   3. Beelance reserves the right to modify and update the Platform and Ancillary Services with a view to their overall improvement. It also reserves the right to close the Platform or access to certain Ancillary Services for technical maintenance. This restriction of access may be temporarily or permanent without any obligation for Beelance to pay compensation or provide prior notice.
7. TERMINATION OF THE SUBSCRIPTION
   1. To terminate his subscription, the User can click on a button "Cancel my subscription" in his subscription settings. A confirmation modal will pop up, on which the User will have to send an e-mail to confirm his wish to cancel his subscription to admin@beelance.io.
   2. The Customer cannot cancel its subscription as long as a Task Order is in force. Therefore, the subscription plan will be automatically reconduct if a Task Order is in force at the end date of the subscription.
   3. Would the Customer fail to pay its subscription when due, Beelance may terminate either choose, at its entire discretion:
      1. to require the payment to the Customer independently of the execution of the CFMA and the Task Order in force and entered into between Beelance and the User.
      2. after a due reminder being sent to the Customer and remaining unanswered after ten (10) business days, to terminate or suspend the Task Order and/or the CFMA in force, at the costs and liability of the Customer.
8. BEELANCE PLATFORM FEATURES (NON-EXHAUSTIVE – SUBJECT TO SUBCRIPTION TYPE)
   1. Customers Missions reference;
   2. Candidate's selection process;
   3. Freelancers and Customers professional contact system;
   4. Teams management access;
   5. Review system (profiles' ratings);
   6. Page reserved for frequently asked questions;
   7. Training Content (tutorials)
   8. For Advanced subscriptions: Community tools (such as message services, discussion forums, notifications, etc.), a preview of the profiles of Freelancers;
   9. For Enterprise subscriptions: customizable solutions as well as individualised support to help admins manage at scale may also be offered.
9. BEELANCE ANCILLARY SERVICES (NON EXHAUSTIVE – SUBJECT TO SPECIFIC T&CS IF APPLICABLE)
   1. Professional liability insurance
   2. Administrative solutions (such as electronic signature, time tracking and time sheets approval system;
   3. Payment processing and tracking;
   4. Factoring services;
   5. For Advanced subscriptions: a dedicated account manager
   6. Legal Services.
10. REVIEW AND RECOMMENDATION SYSTEM
    1. Customers and Freelancers who have actually worked together are invited to evaluate each other on the quality of their interactions and the Mission that was carried out.
    2. Both ratings and recommendations will be visible to any User and will contribute to the visibility and attractiveness of the profiles of Customers and Freelancers.
    3. Notwithstanding any clause of this PTU, Beelance reserves the right to moderate ratings, comments, evaluations and recommendations posted on the Site and, in particular, any comments or assessments: (i) which may in any way infringe the rights to reputation, privacy, rights or image of a User or a third party, whether a natural or legal person, (ii) which may infringe public order or morality, (iii) which may be denigrating, defamatory, or (iv) which may have as its object or effect any discrimination of a person or group of persons on the grounds of their belonging to an ethnic group, religion, race, or on the grounds of sexual orientation or disability.
    4. In all cases, the Users remains the sole responsible for the content of the ratings and recommendation.
11. PLATFORM AND ANCILLARY SERVICES GENERAL USE CONDITIONS
    1. The User undertakes to use the Platform in a responsible manner and in compliance with Belgian and European legislation. In particular, the User undertakes not to use the Platform for any purpose other than those provided for by Beelance. Notably, it is prohibited to contact Users of the Platform for advertising, canvassing, promoting one’s activity or for non-professional purposes.
    2. Beelance may exercise its right of inspection on any Content published on the Site and, where applicable, delete any Content which does not comply with applicable laws or the PTU.
    3. The User undertakes to provide accurate data and to update them regularly. The User also undertakes to have a valid professional status and to carry out all the formalities necessary for the proper maintenance of his/her activity. Beelance may request any supporting document proving the veracity of the information provided by the User and the User undertakes to provide it without delay.
    4. The User is prohibited from using personal information belonging to other Users registered on the Platform for advertising purposes on his/her own behalf or on behalf of another User or a third party. Likewise, it is prohibited to create databases based on the information contained on the Platform without Beelance's express prior consent.
    5. Beelance reserves the right to delete any profile that has violated the PTU.
    6. It is prohibited to publish any Content that is abusive, defamatory, slanderous, racist, xenophobic, misleading, contrary to public order and which may damage the image of Users and the Platform.
12. USER’S RESPONSIBILITY
    1. Users are fully liable for the Content they choose to publish on the Platform. In particular, they are responsible for the direct or indirect consequences they or another User or third party may suffer in the event of publication of incorrect, incomplete and/or misleading information. Beelance does not verify the Content before it is published and hence takes no responsibility for it.
    2. Users are responsible for the Task Orders they conclude between themselves through the Platform and for their proper execution. Beelance, through the Platform, only intervenes in the context of simplifying their relationship.
    3. Users are responsible for the fulfilment of all administrative, legal, fiscal and social obligations relating to his/her professional activity and for keeping them in order. These obligations notably include, but are not limited to, invoicing, tax returns, VAT returns, payment of social security contributions, etc. Beelance cannot under any circumstances be held responsible for any failure to comply with these obligations.
    4. The Customer is responsible for the accuracy, clarity and exhaustiveness of the description of the Offer he/she publishes on the Platform. Unless expressly agreed between the Freelancer and the Customer, any possible errors as well as any additional costs of the Mission that may result from this error must be borne by the Customer. The Customer undertakes to post only serious Missions that they actually need to execute and that they actually search Freelancer(s) for. The Customer acknowledges that any publication of a fictitious Mission would be contrary to the PTU and could result in sanctions. The Customer undertakes to detail as much as possible his/her needs as well as the conditions of his/her offer at the time of publication in order to prevent any misunderstanding with the Freelancer.
13. BEELANCE RESPONSIBILITIES
    1. Beelance undertakes to do its utmost efforts to offer Ancillary Services in an uninterrupted manner to its Users. However, it is possible that access to the Platform and/or Ancillary Services may be interrupted for reasons of breakdown, maintenance or in the event of an update of the Platform. The interruption could also be due to a malfunction of the User's computer equipment or internet access. Beelance does not accept any responsibility in the event of such interruptions and will not bear any liability in this respect, whether in torts or in contracts, to the strict exclusion of the direct damage caused by its wilful misconduct.
    2. Beelance may call upon outside service providers ("Partners") to enrich the offering of the Platform. However, the ancillary services offered via the Platform by Beelance Partners are the sole responsibility of said Partners and Beelance cannot be held liable in the event of any dispute concerning these additional services.
    3. Beelance cannot be held liable in the event of Task Order cancellation, payment cancellation or non-payment of the Task Order, and the consequences that could result from it. Any dispute between Customers and Freelancers must be settled between them, without the intervention of Beelance.
    4. Beelance takes all possible measures to ensure that the information and documents communicated on the Platform by Users are valid and accurate. Nevertheless, Beelance declines any responsibility in the event inaccurate, misleading, false or obsolete information is communicated.
    5. In any case, Beelance cannot be held liable for any indirect damage, such as loss of Customers, loss of revenue, or loss of data.
    6. In the event of direct damage duly substantiated and directly linked to Beelance wilful misconduct, Beelance's liability shall be limited to (i), as far as the Customer is concerned, the amount of the subscription paid for the last twelve (12) months, or (ii) as far as the Freelancer is concerned, the amount of two thousand Euros (2.000 €).
14. EXCLUSIVITY
    1. The Customer undertakes to use exclusively the Platform to contact and, where appropriate, contract with the Freelancer(s) chosen by him/her via the Platform and waives the right to approach them outside the Platform, for the Mission initially proposed or for any subsequent Mission of the same nature, under any status whatsoever, even if the initial request is made by the Freelancer.
    2. In the event that Users conclude a contract with each other outside the Platform in violation of the PTU, Beelance reserves the right to immediately invoke their liability and to apply the appropriate sanctions.
    3. This waiver remains valid for a period of 12 months following the first contact between the Customer and the Freelancer. In the event that the Customer does not respect this commitment, Beelance reserves its right to obtain compensation of the damage caused to Beelance.
15. DATA PROTECTION
    1. The protection of Users' personal data is guaranteed by the Privacy Policy available on the Site here [https://beelance.io/privacypolicy] which the Users shall have expressly accepted before using the Platform and the Ancillary Services.
    2. By using this Platform and having expressly accepted the Privacy Policy, any User expressly acknowledges having read the Privacy Policy in their entirety and with care and attention and fully and unreservedly accepts each and every one of these terms.
    3. Personal data processing is also subject to Beelance Data Processing Agreement.
16. USE OF COOKIES
    1. For the proper functioning of the Site and Ancillary Services, cookies are installed in the User's computer when he/she connects to the Site. Cookies record information relating to navigation (pages visited, date and time of visit, etc.) and the identification of its Users.
    2. By clicking ‘agree’ when the cookie notice is shown you thereby give consent for cookies to be placed and read out on the Site.
    3. If desired, the Users can decide to change browser settings to disable cookies. However, should the User choose to disable, reject or block the cookies, some parts of the Site will not function fully, or in some cases, the Site will not be accessible at all. Beelance will not be responsible for such malfunction. As each browser software is different, the User is invited to consult the instructions of his/her browser to configure it as he/she wishes.
    4. The entire cookies policy is available here [https://beelance.io/cookiespolicy].
17. INTELLECTUAL PROPERTY OF BEELANCE
    1. The Site and all the elements that constitute it, such as design elements, texts, images, videos, photographs, logos, trademarks, domain names, etc. are the exclusive property of Beelance or the Customer to whose these rights have been duly transferred or consented as Beelance and this Customer way freely determine. These elements are protected by intellectual property legislation, in particular Book XI of the Economic Code.
    2. Any retrieval, reproduction or representation, in whole or in part, of the Platform or any of its components is strictly prohibited.
18. INTELLECTUAL PROPERTY OF USERS
    1. Users publishing Content on the Platform retain full ownership of any Content they publish.
    2. Nevertheless, by creating a profile and publishing Content on the Platform, no matter its kind, the User grants per Mission to Beelance to use, stock, host, reproduce, publish, modify and translate such Content, including for marketing purposes. This authorisation extends worldwide and is valid for the entire duration of the User's registration to the Platform. It can under no circumstances be called into question. The authorisation ends as soon as the User deregisters and deletes his/her personal profile.
19. MODIFICATIONS OF THE PTU
    1. Beelance reserves the right to modify all or part of the PTU.
    2. In the event of a change in the PTU, Beelance will inform Users of the changes made by making available the amended PTU on the Platform.
20. NULLITY – WAIVER
    1. In the event that one or more clauses of the PTU are declared null and void, the nullity of this clause (or part of clause) shall in no way affect the validity of and compliance with the other clauses (or parts of clauses) of these PTU.
    2. The non-exercise by Beelance of its rights under the PTU or under any other contract concluded between a User and Beelance shall in no way constitute a waiver of such rights.
21. INDEPENDENCE
    1. Beelance, its service providers and partners, Freelancers and Customers are independent legal and economic entities. They each act in their own name and on their own account.
    2. There is no subordinate relationship, in particular of an employee/employer or agent nature, between Beelance and a User or between a Customer and a Freelancer.
    3. The Customer may not act in such a way with regard to the Freelancer as to place him/her in a situation of subordination. In any event, the Customer shall bear the possible social consequences of such a situation.
22. APPLICABLE LAW – ATTRIBUTION OF JURISDICTION
    1. These PTU are subject to Belgian law.
    2. If a dispute arises between the Parties concerning these PTU, a meeting shall be held within a period of five (5) days (or such other period, as the Beelance and the User(s) may agree) between Beelance and the User(s)' in order to try to reach an amicable settlement.
    3. If the dispute cannot be resolved during the aforementioned meeting or within a period of five (5) business days thereafter, any dispute relating to their drafting, conclusion, interpretation and/or execution of these PTU shall fall within the exclusive jurisdiction of the courts of Brussels.
    4. This article shall not prevent either Party from initiating proceedings to obtain urgent or interim measures.
23. GENERAL PROVISIONS
    1. Commercial references: It is agreed and understood by the Customer that the Customer’s trade name, brand and logo’s do not fall under the definition of Confidential Information and may be used as commercial reference by Beelance.
    2. Customer support: Users may contact Beelance for any question relating to the PTU, or for any other question concerning the Ancillary Services, under the "contact" section of the Platform or by sending an e-mail to the following address: admin@beelance.io.
    3. Links to other sites: The Site may publish links to other sites, without Beelance being responsible in any way whatsoever for the Content of these sites.
    4. Duration: The PTU are established for an unlimited period of time as from their acceptance by the User at the time of his/her registration to the Platform.
    5. Termination: Beelance reserves the right to terminate or suspend the User's account immediately, without prejudice to any potential damages and interests that Beelance may claim, in the event of non-compliance by the User with all or part of the PTU or the laws and regulations in force.
    6. Modification: The PTU can be subject to modifications, in which case Customers and Freelancers have the right to refuse their application by unsubscribing or interrupting the use of the Website or the Services. Otherwise, the Parties are deemed to have accepted such modifications.
    7. The Parties admit that computer data linked to their use of the systems put in place by Beelance can be used as means of proof, if so, they expressly accept not to contest this use, in any context.
    8. Representation: When Beelance or the Freelancer is consulted by a Customer, a ASBL, professional Union or a foundation (in general by all legal person), its administrators and associates expressly declare to be, unconditionally and irrevocably, solidary and indivisible co-debtors of the amount due to Beelance or the Freelancer by the legal person.
    9. Lack of recognition: Any delay or default of one Party, to protect himself or remedy against the lack of the other Party to his obligations towards to the PTU does not constitute a right for the damaged Party in this regard.
    10. Third party’s rights: Unless expressly agreed otherwise, the PTU do not generate any right for third parties.
    11. Divisibility: The invalidity or illegality of one provision of the PTU or impossibility to execute do not affect other provisions of the PTU. The Parties will agree on a new provision with the same effects, provided that the spirit of the PTU are affected as little as possible. Provisions of the PTU are divisible, so that other provisions are not affected.
    12. Prohibition of transfer: No Party can transfer his obligations assigned to him by the PTU without the prior written authorisation of the other Party.
    13. Control: Beelance reserves the right to control the compliance to the present provisions when using the Services.
    14. Exclusivity: No legal or natural person can subscribe to Beelance if this person is directly or indirectly interested in the capital or business success of a direct or indirect competitor of Beelance, excluding a lawyer’s office of a Freelancer. Furthermore, any Freelancer is prohibited to work with a Customer without using Beelance during the delivery of a Service or during a period of 12 months following the end of the execution of the Services.
    15. In order for the Freelancer to benefit of the Professional liability insurance (Beelance Ancillary Services), the Mission shall be formalized on the Platform (ie. definition of its nature and technical modalities), the contract (be it CFMA or Customer’s contract) shall be uploaded on the Platform and the Freelancer and the Customer shall have been come in contact through the Platform and not otherwise.

1. PARTIES
   1. The Customer(s) and the Freelancer(s) are the only Parties to this Customer-Freelance Mission Agreement, hereinafter CFMA. They are jointly referred to as the Parties.
   2. The CFMA defines the rights and obligation of the Customers and the Freelancers, hereinafter the Parties to the CFMA, in the context of the performance of one or more Task Order(s).
   3. Beelance is NOT a Party to the CFMA but facilitates the relationship and interactions between the Parties through the Platform features and the Ancillary Services, where applicable.
   4. It is hereby agreed by and between the Parties that the Freelancer shall provide the services specified in the Task Order(s) under this CFMA to the Customer, subject to the following terms and conditions.
2. CFMA DEFINITIONS
   1. This Article only defines the terms that are not defined in the Beelance Platform Licence Agreement.
   2. Appendix: Enclosure being supplements or additional explanations of this CFMA, which after being initialled by both Parties, is a part of this CFMA.
   3. CFMA: The present document and the applicable Appendices.
   4. Confidential Information: all information and/or data with regard to its relationship with the Customer - among which the CFMA itself - the Customer’s business, staff, Customers, affiliates and suppliers, the Customer’s internal regulations and ways of working, buildings and equipment, the designs, plans, diagrams, outlines, the functioning of the hardware, the files, the software and any of the Customer’s assets which come to Beelance knowledge in any way.
   5. Consulting Services: The activities to be carried out by the Freelancer for the Customer on the basis of this CFMA.
   6. Task Order: It refers to an agreement executed in the framework of this CFMA, for the execution of the Consulting Services. A Task Order contains only the description and the specific aspects of a Mission as defined in this CFMA.
   7. Timesheet: It refers to the document issued by timesheeting Ancillary Service for reporting the Ancillary Services provided by the Freelancer in order to give the Customer the possibility to verify the contractual obligation related to the execution of the CFMA.
   8. Working Days: all days of the week except Saturdays, Sundays and national public holiday.
3. NATURE OF THE AGREEMENT
   1. The Freelancer shall fully independently without supervision, and entirely at its own risk, provide to the Customer, the Consulting Services pursuant to (a) signed Task Order(s) under this CFMA.
4. DURATION AND LOCATION
   1. The CFMA remains applicable for the Parties as long as one or more Task Orders are being performed under it.
5. TASK ORDERS
   1. The Task Order shall define the specific aspects of a Mission, such as the daily rate (exclusive of VAT), the duration of the assignment and any other specific provisions related to the Mission.
   2. The duration of each Mission shall be as set out in the Task Order. The Mission shall cease on its expiry date as specified in the Task Order.
   3. As soon as a Task Order is completed, the Customer will approve the quality of the work provided, which information can be made available on the Platform.
6. PROVISION OF SERVICES
   1. The Consulting Services shall be provided at the Customer’s premises unless otherwise determined in the Task Order.
7. FEES
   1. The fees payable to Beelance shall be in accordance with the rates set out in the Task Order to this CFMA.
   2. The fees shall include all accommodation expenses, as well as any travel costs to and from work within Belgium. Travel costs to and from work means the transport costs of the Freelancer(s) from his (their) home office to the Customer’s site(s), as provided for in the Task Order, and vice versa. Any other expenses always need to be approved beforehand by the Customer in writing.
   3. The fees provided for in the Task Order to this CFMA are exclusive of VAT.
8. INVOICING AND PAYMENT
   1. At the end of each month, the Timesheet will be generated resuming all days worked by the Freelancer which shall be approved by the Customer within a period of 7 days.
   2. This Timesheet will be considered as final and binding upon the Customer if it has not been challenged in writing, with appropriate and legitimate grounds, within a period of 7 days after its issuance.
   3. The Beelance Platform invoices the Customer in the name and on behalf of the Freelancer(s) on a monthly basis, based on the Timesheets endorsed by the Customer.
   4. The fee mentioned in the Task Order shall be a fee per man-day (8 hours per day).
   5. The Customer will pay the invoice amount on the Dedicated Account mentioned in the invoice.
   6. The Customer and the Freelancer declare and agree that the Customer obligation to pay the respective fee based on a Task Order is properly performed as soon as such payment in the Dedicated Account is credited.
9. LIABILITY
   1. The Freelancer shall indemnify the Customer against any claims and damages due to any action, negligence, error or omission or misplacement of data and documentation made available to the Freelancer in the course of its duties on behalf of the Customer, provided that the Freelancer’s liability under the CFMA shall be limited to the greater of its insurance cover, ie. 500.000 euros.
   2. The Freelancer warrants that it will fully comply with all Belgian legal, tax and social regulations and shall indemnify the Customer against any claims or penalties arising there from.
   3. The Freelancer undertakes to strictly comply at all times with its obligations to the tax authorities in relation to VAT, withholding taxes and income tax and shall indemnify the Customer against any claims or liabilities concerning payment of tax and/or contributions payable by Beelance in relation to the Consulting Services provided to the Customer, as defined in article 2 of the CFMA.
   4. The Freelancer will take out all necessary insurance policies with a recognised insurance Customer in order to insure his contractual and extra-contractual liabilities.
10. INDEPENDENCE
    1. Each Party to the PTU is an independent legal and economic entity. They each act in their own name and on their own account.
    2. There is no subordinate relationship, in particular of an employee/employer or agent nature, between Beelance and a User or between a Customer and a Freelancer.
    3. The Customer may not act in such a way with regard to the Freelancer as to place him/her in a situation of subordination.
    4. The Freelancer shall carry out their tasks on an independent basis and shall ensure at all times, by the use of business cards, letterhead, presentations, etc., that he holds himself out as self-employed worker.
    5. The Freelancer agrees to fully disclose to the Customer all circumstances that currently exist or which could arise during the course of performance of this PTU in respect of which there is or could be a conflict of interest for the Freelancer.
    6. The Customer shall not exercise any authority over the Freelancer(s) for the provision of the Consulting Services. The Customer shall refrain from giving any any directive to the Freelancer(s) which might be considered as an exercise of any (part of) employer’s authority towards the Freelancer(s).
11. TAX AND SOCIAL SECURITY
    1. All taxable remuneration paid to the Freelancer shall be in gross amounts, without deduction of withholding tax, VAT excluded and the Freelancer shall be solely responsible for registering with the VAT authorities and paying all taxes and social security contributions legally required (and for filing the necessary forms and returns in that regard).
    2. The Freelancer agrees to hold harmless and/or to indemnify the Customer and to keep it continuously indemnified at all times, including following termination of the CFMA, against all claims, losses, damage, costs or liability, including taxes and social security contributions (inclusive of interest, penalties, costs and expenses) which the Customer may incur (i) in respect of any or all sums paid under this CFMA or (ii) as a result of a material breach (an act or omission) by the Freelancer of any of its duties (including the Services) under this CFMA.
12. NO TRANSFER OF PERSONNEL
    1. The Freelancer shall not be or shall not be deemed to be an employee of the Customer for any purpose whatsoever.
    2. The Freelancer is not authorized to act or appear to act, and shall not act or appear to act, as representative or agent of the Customer whether in performing the PTU or otherwise.
13. RELATIONSHIP BETWEEN THE PARTIES
    1. The Customer shall provide the Freelancer with all information, documents, assistance and support reasonably necessary or useful to perform the Services. Notwithstanding the foregoing, the Freelancer bears exclusive responsibility for performance of the Services under this CFMA.
    2. None of the provisions of this CFMA can be interpreted as indicating consent by the Parties to form a partnership or joint venture.
    3. The Freelancer understands and acknowledges that active prospecting and/or soliciting of customers and/or the negotiation of contracts with customers in the name and on behalf of the Customer (as a commercial agent or sales representative would do) do not form part of the Services, unless otherwise specified in writing.
    4. The Freelancer also understands and acknowledges that it has not been, is not and shall not be entitled to legally represent or bind the Customer, such as, for instance, by entering into agreements or understandings or by accepting or assuming other rights and obligations on behalf of the Customer. In particular, without limitation on the foregoing, binding offers for sale, binding acknowledgements or orders, binding government or private tender documents, etc. can only and must always be signed by a duly authorized representative of the Customer. Non-binding documents sent to customers shall always prominently indicate that the Customer is the contracting party, represented exclusively by its authorized representative(s).
14. CONFIDENTIALITY
    1. The Freelancer must consider all information concerning the Missions and the Customers obtained by it during consultations, negotiations, and during the realization and the execution of the CFMA, as Confidential Information.
    2. The Freelancer undertakes to respect the confidentiality of his/her interactions with his/her Customer within the framework of the Missions carried out through the Platform. More specifically, the Freelancer undertakes not to communicate to any third party any information, details or documents he/she may have received from the Customer before the conclusion of the Task Order and the beginning of its execution, nor any information and documents provided by the Customer in the context of the Mission.
    3. The Freelancer shall use Confidential Information in a secure and confidential manner and solely for the purposes of the Task Order. The Parties may not disclose Confidential Information to third parties without the consent of the other Party in writing.
    4. It is agreed that the confidentiality obligations shall not apply to information that:
       1. At the time of disclosure was in the public domain (other than in breach of the CFMA); or
       2. Is disclosed to the Freelancer by a third party who is not in breach of any obligation of confidentiality; or
       3. Is required to be disclosed pursuant to any applicable statute, law, rule or regulation of any governmental authority or pursuant to any decision of any court of competent jurisdiction; or
       4. Is independently developed by the Freelancer, without any reference to any Confidential Information.
    5. If one of the abovementioned exceptions applies, the Freelancer will in all cases refrain from performing any acts, which are potentially detrimental to the name and reputation of the Customer.
    6. The obligations stipulated in this article shall remain in force after the CFMA is terminated, regardless of the reason for the termination.
    7. The Freelancer’s liability under this article 6 shall be limited to the greater of the Freelancer insurance cover, ie. 500.000 euros.
15. COPYRIGHT AND INTELLECTUAL PROPERTY
    1. The copyright and any other intellectual or industrial property rights on whatever system, program, instructions and reports, together with any results and documentation obtained and information contained therein, arising under this CFMA or the relevant Task Order in question, shall be held by the Customer or be assigned to a third party appointed by the Customer as from the moment of the creation.
    2. The Freelancer declares its willingness to co-operate insofar as is necessary in the assignment of the above rights. The Freelancer shall not obstruct any future use and/or development of such transferred rights.
    3. The Freelancer shall indemnify the Customer in respect of all claims by third parties arising from an infringement of any title (be it in an intellectual, industrial or material sense) pursuant to the execution of this CFMA, provided that The Freelancer’s liability under this article 7 shall be limited to the greater of The Freelancer’s insurance cover, ie. 500.000 euros.
    4. The obligations stipulated in this article shall remain in force after the CFMA is terminated, regardless of the reason for the termination.
16. FORCE MAJEURE
    1. The Parties may not be held liable for the non-performance or the late performance of any of their obligations under the CFMA, if this non-performance or late performance is due to an event of Force Majeure.
    2. The Party claiming to be subject to Force Majeure shall inform this to the other Party by registered letter as soon as reasonably possible, describing the circumstances giving rise to the Force Majeure event, as well as the foreseen duration and impact thereof.
    3. A Party that is subject to Force Majeure shall take all reasonable measures that are reasonably possible to mitigate the impact thereof.
    4. Force majeure shall not include any default or delay in the fulfilment of contractual obligations delegated by either of the Parties to a third party, unless the third party in question can show that such default or delay is due to force majeure.
17. TERMINATION
    1. The CFMA terminates upon deregistration to Beelance Platform, provided that if there is a Task Order for which the Parties have obligations that extend beyond such termination date, the terms of this CFMA shall continue to apply to such Task Order until the termination of the Task Order, in accordance with its terms.
    2. Each Party may terminate a Task Order, by registered letter to the other Party, for convenience by providing advance written notice of at least 20 working days unless otherwise stipulated in the Task Order. None of the Parties will be liable for any costs arising from this earlier termination.
    3. Each of the Parties shall be entitled as of right to terminate forthwith, by registered letter to the other Party, a Task Order prematurely and without further proof of default in whole or in part, without any judicial intervention and with immediate effect in the following cases:
       1. whenever a force majeure event is claimed by either of them and that the force majeure event lasts for more than 30 days;
       2. in the event of either Party declaring suspensions of payments, insolvency, bankruptcy or upon either Party’s dissolution or ceasing to do business or any other circumstance or happening of any nature whatsoever, whether or not similar to any of the foregoing that could result in the suspension of payments, insolvency or collective proceedings;
       3. in the event of non-compliance by either of the Parties with any outstanding material obligations arising from the CFMA or a Task Order and the fulfilment thereof, where such non-compliance is shown to be of such a serious nature that the CFMA or a Task Order cannot reasonably be claimed to have been complied with, or due to failure in fulfilling these obligations or in taking appropriate steps to rectify matters.
18. TERMINATION OF THE TASK ORDER
    1. The Parties shall be entitled to terminate the Task Order for convenience by giving advance written notice in accordance with the "Notice Period" stipulated in the Task Order.
19. APPLICABLE CONDITIONS
    1. The Task Orders as defined in this CFMA form an integral part of this CFMA.
    2. In the event of a contradiction between the CFMA and its Task Orders, the Provisions of the Task Orders will prevail.
    3. The PTU, including the CFMA, and the Task Orders constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written representations or agreements by the Parties, no subsequent terms, conditions, understandings, general conditions or agreements purporting to modify the terms of the CFMA or the Task Order will be binding unless in writing and signed by both Parties.
20. MISCELLANEOUS
    1. The terms and conditions of the Customer shall not be applicable to the CFMA or to any other contractual relationship subject to the PTU. Any stipulation or condition with respect hereto, mentioned in invoices, correspondence or any other documents issued by the Customer will be considered to be non-existent and may not be invoked against the other Party.
    2. The Parties recognize that this CFMA and / or the Task Orders associated may be signed by the use of a digital signature tool and that they provide a simple written presumption of origin.
    3. All notices, requests, demands, and other communications which are required or may be given under this CFMA shall be in writing and shall be delivered to the following addresses:
       [Freelancer VAT Number] care of Beelance S.A.
       Address:Chaussée de Charleroi 112, 1060 Bruxelles, BELGIQUE
       E-mail: admin@beelance.io
    4. If any provision of this CFMA is found to be invalid, illegal or unenforceable, in whole or in part, the remainder of the provisions of this CFMA shall not be affected in any manner and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed.
21. DATA PROTECTION
    1. If the Consulting Services includes the processing of personal data, the Customer and the Freelancer shall comply with all applicable laws and regulations in relation to the processing of personal data, including (but not limited to) the Law of 30 July 2018 on the protection of natural persons in relation to the processing of personal data ("Data Protection Law") as well as the General Data Protection Regulation of 27 April 2016 ("GDPR").
    2. Unless otherwise explicitly agreed, the Customer shall be data controller and the Freelancer shall be data processor. Data shall be processed as agreed and explained in Appendix 1 ("Data Processing Agreement") and Appendix 2 ("Specific Data Protection Agreement"), which details the rights and obligations provided by the GDPR and the Data Protection Law. It is understood between the Parties that the Appendix 2 is provided as an example and shall be further completed according to the Consulting Services specified in the Task Order. The Appendix 2 will be attached to the said Task Order.
    3. Both Appendices form an integral part of the CFMA and need to be signed by both Parties.
22. DISPUTES AND APPLICABLE LAW
    1. In the event of any issue arising in relation to a Mission or subsequently to a Mission, the Freelancer and the Customer jointly and severally undertake to initiate dispute proceedings outside the Platform, in accordance with the provisions of the CFMA and the Task Order(s) and to hold Beelance harmless of any adverse consequence.
    2. This CFMA shall be governed by Belgian law.
    3. If a dispute arises between the Parties concerning this CFMA, a meeting shall be held within a period of five (5) days (or such other period, as the Parties may agree) between the Parties’ responsible for the management of this CFMA in order to reach an amicable settlement.
    4. If the dispute cannot be resolved during the aforementioned meeting, the Parties may initiate legal proceedings to the exclusive jurisdiction of the courts of Brussels.
    5. This article shall not prevent either Party from initiating proceedings to obtain urgent or interim measures.

CFMA

[[REFERENCE]] 00001

Task Order N°[[TASK_ORDER]]

The Parties

On one hand, [[NAME_OF_THE_FREELANCER]] having its registered offices at [[ADDRESS_OF_THE_OFFICE]], with VAT number [[VAT_NUMBER]] hereby lawfully represented by [[REPRESENTATIVE]], hereafter referred to as the “Freelancer”.

And

On the other hand, [[NAME_OF_THE_CUSTOMER]] having its registered offices at [[ADDRESS_OF_THE_OFFICE]], with VAT number [[VAT_NUMBER]] hereby lawfully represented by [[REPRESENTATIVE]], hereafter referred to as the “Customer”.

Hereby agree the following:

Article 1 Nature of the TASK order

This enclosure is part of the CFMA concluded between the Customer and the Freelancer. As far as this enclosure does not deviate from the CFMA, its conditions are still fully applicable.

Article 2 Specification of the mission

Drawn up in duplicate at Brussels on the [[DATE_OF_THE_DAY]] in two originals, each of the parties acknowledging it has received one.