The Freelancer and GIGHOUSE hereby enter into a framework agreement (the Framework Agreement), whereby GIGHOUSE will act as an intermediary between the Freelancer and a client of GIGHOUSE (the Client) with a view to linking the Freelancer's expertise to a well-defined assignment with the Client (the Assignment).


1.1. GIGHOUSE acts as an intermediary between the Freelancer and the Client in order to put the Freelancer in contact with assignments of the Client that match his competencies and experience (so-called match making). In the event of a match between the Freelancer and the Client, GIGHOUSE is also responsible for drawing up the contracts, invoicing (via self-bill) and payment to the Freelancer, as further provided in this Framework Agreement (so-called contract handling). If the Freelancer is introduced directly by the Client, the services of GIGHOUSE only cover the contract handling.

1.2. In the event that a Freelancer is paired with an Assignment from the Client, a separate project agreement is entered into between GIGHOUSE and the Freelancer (the Project Agreement), in which the Parties will set forth the special terms and conditions and modalities applicable to the Assignment (including commencement and duration of the Assignment, schedule performance days, etc.).

1.3. The terms and conditions stipulated in the Project Agreement shall supplement and form an integral part of the Framework Agreement. The Framework Agreement - and the Project Agreement concluded in execution of the Framework Agreement - are hereinafter jointly referred to as the Agreement. In the event of any conflict between the provisions of the Framework Agreement and the Project Agreement, the provisions of the Project Agreement shall always take precedence over those of the Framework Agreement.


2.1. The Freelancer shall perform the Assignments under this Framework Agreement on an independent and autonomous basis without any authority, direction or supervision on the part of neither GIGHOUSE nor the Client, without prejudice to the application of any general guidelines and policies relating to the Client's strategy. This independence and autonomy constitute essential elements of the Agreement without which the Parties would not enter into the Agreement.

2.2. If an Assignment is accepted by the Freelancer, the Freelancer will organize its services as it chooses and sees fit, on the understanding that it undertakes to devote to the execution of the Assignment the necessary resources, energy and time required for its correct and professional execution and taking into account the organizational and/or commercial necessities of the Client. The Freelancer will always observe the necessary dedication, competence and loyalty in the execution 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. The Freelancer may not rely on - nor have Assignments performed by - persons appointed by the Freelancer, such as employee(s), mandataries, appointees or any other person associated with the Freelancer, for the performance of the Assignments, except with the prior written consent of GIGHOUSE. If the Freelancer is a legal entity, it shall appoint for the performance of the Assignment a permanent representative with the necessary expertise and experience (the Representative), which must also be approved in advance by GIGHOUSE.

2.5. The Freelancer (and, if applicable, the Representative) undertakes to comply with all legal and regulatory provisions in the performance of Assignments under this Framework Agreement.


3.1. The Framework Agreement commences from the registration of the Freelancer on the GIGHOUSE website and is concluded for an indefinite period of time.

3.2. The Framework Agreement may be terminated by either Party by written notice to the other Party by registered mail, provided that as long as a Project Agreement entered into under this Framework Agreement has not been fully executed and/or terminated, the terms and conditions of the Framework Agreement shall continue to apply in full to the relevant Project Agreement.


4.1. Reimbursement

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 remuneration covers all expenses incurred in connection with the performance of the Assignment and is exclusive of VAT. Accordingly, the Freelancer may not charge any other fees or expenses unless expressly provided otherwise in the Project Agreement.

4.2. Invoicing / Self-billing

4.2.1. The Parties agree that the system of self-billing will apply to the fees payable to the Freelancer for the performance of an Assignment under certain Project Agreement.

4.2.2. The Freelancer shall notify GIGHOUSE in writing of the number of hours/days performed at the Client in the execution of an Assignment via timesheets or through the use of the GIGHOUSE mobile application (timesheet functionality) no later than 7 (seven) calendar days after the services have been provided.

4.2.3. The Fees due will be invoiced weekly by GIGHOUSE through self-billing on the basis of the time registration provided for in Clause 4.2.2. The Freelancer acknowledges that the timely and correct registration of performed hours/days 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 invoicing that is the result of late time registration by the Freelancer.

4.2.4. Each invoice will be marked "invoice issued by customer". Unless written comments on the issued invoice are made within 48 (forty-eight) hours after receipt thereof by the Freelancer, the invoice shall be deemed to have been accepted by the Freelancer.

4.2.5. Each invoice will be provided with a consecutive number, according to a continuous sequence per Freelancer.

4.3. Payment

4.3.1. Invoices of the Freelancer shall be paid by GIGHOUSE within 30 (thirty) calendar days from the invoice date.

4.3.2. GIGHOUSE will inform the Freelancer of any material delay in the payment of an invoice by the Client. In the event that the Client would 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 shall be entitled to a full refund from the Freelancer of the Freelancer's invoices relating to this Assignment.


5.1. GIGHOUSE shall ensure that the Client will grant the Freelancer access to all documentation, updated information, premises and/or IT systems to the extent necessary for the Freelancer to perform the Assignments.

5.2. The Freelancer - and, if applicable, its Representative - acknowledge that the Client shall at all times retain ownership of all documentation, information, infrastructure, materials, products, documents, data or formulas temporarily made available to the Freelancer for the Freelancer's performance of the Assignments.

5.3. The Freelancer - and, if applicable, its Representative - undertake to immediately return to the Client all documentation, information, material, products, documents, data or formulas made available to it for the performance of an Assignment at the time of the termination of such Assignment for any reason.


6.1. The Freelancer - and, where applicable, his Representative - undertake, both during the term of the Agreement and after its termination, not to disclose or make known to third parties, either directly or indirectly, any trade secrets and/or confidential information (including of a technical, commercial or financial nature) of which he may become or have become aware pursuant to or on the occasion of the Assignment with respect to the Client, its products, techniques and strategies or with respect to any other person associated with the Client.

All information, HR concepts, business concepts, data, memos, letters, files, diskettes, records, software and/or any document and/or material relating to the business of the Client (or any person associated with it), its clients and/or its personnel and were prepared by the Freelancer (and, if applicable, its Representative) or came into the possession of the Freelancer (or, if applicable, its Representative) during the performance of the Assignments under this Framework Agreement (hereinafter referred to as Confidential Information) may be used by the Client without question. The Client shall at all times retain exclusive ownership of the Confidential Information without any compensation being due.

6.2. Upon the termination of the Framework Agreement and/or the Project Agreement, for any reason, or at the simple request of GIGHOUSE during the Framework Agreement and/or the Project Agreement, the Freelancer - and, if applicable, his Representative - shall immediately transfer all Confidential Information to the Client, if applicable, destroy it, without any compensation being due.

6.3. The Freelancer - and, if applicable, its Representative - are not entitled to take or retain any copy or transcript of the Confidential Information, in any form whatsoever, after the termination of an Assignment. All possible titles and/or intellectual rights directly or indirectly associated with the Confidential Information belong to the Client and the Client retains at all times an exclusive right of use thereof without any compensation being due.

6.4. In addition, both during the Agreement and after its termination, the Freelancer -and, if applicable, its Representative- will not disclose Confidential Information to third parties and/or make use of it for its own account or business or in a manner that can reasonably be considered detrimental to the Client.

6.5. In the event of a violation of this Article 6 by the Freelancer (and/or, as the case may be, the Representative), the Freelancer - and, as the case may be, his Representative jointly and severally - will owe GIGHOUSE by operation of law a lump-sum compensation of EUR 25,000.00, without prejudice to the right of GIGHOUSE to claim higher compensation if the damage suffered exceeds the amount of the lump-sum compensation.

6.6. As part of the performance of this Agreement, the Freelancer may take cognizance of personal data and be deemed a processor under the General Data Protection Regulation 2016/679 dated April 28, 2016 ("GDPR"). The parties shall set out the modalities thereof in a separate Schedule 1 to this Agreement.


7.1. The Freelancer undertakes to fully indemnify and compensate GIGHOUSE (on a euro-for-euro basis) for claims brought by the Client against GIGHOUSE for damage suffered by the Client pursuant to gross negligence, serious or intentional error, fraud or defective performance of the Assignment by the Freelancer.

7.2. The Freelancer undertakes to take out valid liability insurance BA exploitation with a recognized insurance company that professionally insures his liability towards GIGHOUSE and the Client in accordance with his responsibilities. The Freelancer undertakes to submit a copy of the policy as well as proof of premium payment to GIGHOUSE upon first request.

7.3. 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.


8.1. Transfer

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

8.2. 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, such provision (to the extent it is invalid or unenforceable) shall be deemed to be unwritten and not 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.

8.3. 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.

8.4. Data Protection

Each Party must at all times comply with its respective obligations under all applicable data protection laws with respect to all personal data processed under the Agreement.

To the extent that the Freelancer, in its capacity as processor, would process personal data on behalf of the Client, the Client, in its capacity as processor, is 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 Parties clarify and acknowledge that GIGHOUSE bears no responsibility whatsoever regarding the lawfulness of the purposes of processing, nor the suitability of the means of processing and the organizational and technical measures taken for information security by the Client and/or the Freelancer.


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

9.2. 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.


Appendix 1
Processing of personal data
(hereinafter "the Schedule 1")


The Client determines the purpose and means of processing personal data (hereinafter "the Data") as further specified in Article 1 of this Schedule 1.

The Client instructs the Freelancer to process and handle the Data and the Freelancer accepts such assignment under the terms and conditions set forth in this Attachment 1 and any other internal guidelines applicable at the Client.

The present Appendix 1 frames the obligation arising from Article 28 of the General Data Protection Regulation 2016/679 of April 27, 2016 (hereinafter "the AVG").


Article 1 Object of the contract

The Client provides the Freelancer with all information and personal data necessary for the proper performance of the Agreement.

For the entire duration of the collaboration, the Freelancer submits to the provisions of the Agreement and this Exhibit 1.

If processing activities already took place before the entry into force of this Schedule, the Freelancer undertakes to perform such processing in accordance with this Schedule 1 in any event from the entry into force of the Agreement.

Article 2 Start, duration and termination of Appendix 1

This Annex is concluded for the duration of the Agreement.


Article 3 Rights and Obligations of the Freelancer

4.1 General

The Freelancer acts on behalf of the Client for the processing of the Data made available to it.

The Freelancer shall, to the extent technically feasible, ensure the integrity, availability and updating of all Data it processes under this Agreement.

The Freelancer will only process Personal Data strictly necessary for the performance of the Agreement. The Data will also only be processed for the purposes described in Article 1 of this Schedule 1.

The Freelancer is permitted to back up the Data it processes as part of the performance of this Agreement in order to ensure continuous service.

The Freelancer undertakes to provide full cooperation in the event the Client is the subject of an audit, inspection, request under AVG. If the Client deems that a data protection impact assessment in accordance with Article 35 of the AVG should be conducted, the Freelancer shall, if necessary, fully cooperate therewith.

4.2 Security

The Freelancer is liable for the security and proper use of the access codes, user names and passwords, as well as for regularly changing these codes and passwords, in order to access and process the Data. The Freelancer undertakes to do everything possible to ensure that all those who have access to the Data maintain the confidentiality of their codes and passwords. He undertakes to inform the Client before processing of the existence of any security incident and of the ac-tions he undertakes to remedy the incidents.

The Freelancer undertakes to take appropriate technical and organizational measures to secure the Data and its processing in accordance with Exhibit 1 of the Agreement.

4.3 Subprocessors

If the Freelancer uses a sub-processor to perform the Agreement, the Freelancer warrants that it has entered into an agreement with such sub-processor that contains, at a minimum, the provisions of this Agreement.

The Freelancer shall seek the written consent of the Client in the event a sub-processor is used.

4.4 Retention period

The Freelancer will retain the Data for no longer than is necessary for the performance of the assignment for which it is made available. If the Data is no longer needed thereafter, the Freelancer will adequately erase and permanently delete it, or return the Data carriers to the Client.

This provision also applies to the data carriers on which the copy or backup is stored. This provision also applies to any sub-processors to which the Freelancer would have recourse.

4.5 Transfer outside the EEA.

The Freelancer undertakes not to have Data processed by other persons or organizations located outside the EEA without the prior written consent of the Client for the Processing.

4.6 Confidentiality

The Freelancer undertakes to keep the Data confidential at all times.

The Freelancer undertakes not to transfer this Data to third parties. Only with the written consent of the Client may the Data be transferred to any sub-processors.

The Freelancer and all those working under its responsibility or authority under this Agreement must observe strict confidentiality of the Data processed under this Agreement. Under no circumstances may the databases containing the Data be freely accessible, but shall be protected by access codes and passwords which shall be regularly renewed by the Freelancer.

4.7 Rights of data subjects

In case the Client receives a request from the Data Subject whose Data is being processed to exercise his rights in accordance with the AVG, the Client shall promptly transmit this order to the Freelancer.

The Freelancer undertakes to take appropriate action on this assignment of the Client without delay and at the latest within 7 working days of receipt of the application by:

- either provide the requested information
- or make the requested adjustments to the Data,
- either delete and destroy certain Data
- or to inform the Principal for what reasons it is not possible to
- To act on the order within 7 working days.

4.8 Data breach

In the event of discovery of a data breach, the Freelancer will notify the Client within 24 hours of discovery.

The Freelancer undertakes, after the discovery of a data breach, to keep the Client informed of measures taken in order to limit the extent of the data breach or to avoid it in the future.

Client shall, in its sole discretion, determine whether and when data subjects or data protection authorities should be notified with respect to a breach. In such case, without prejudice to its other rights and remedies, Client may immediately suspend the transfer of Data to the Freelancer and require the Freelancer to immediately return all Data to Client.

Article 4 Rights and obligations of the Principal

The Client assures that any Data it provides to the Freelan-cer under this contract may be legally communicated to it in accordance with the AVG.

When a new assignment is entrusted to the Freelancer regarding per-personal data, an addendum may be prepared and attached to current Agreement, if necessary.

Article 5 Liability

Each Party must fulfill its obligations in accordance with this Agreement and in accordance with the provisions of the AVG.

The Freelancer shall indemnify the Client against any damages allegedly resulting from any act or omission of the Freelancer in breach of its obligations in accordance with the Agreement, this Schedule 1 or with the CGG.

Specifically, the Freelancer indemnifies the Client against the reimbursement of any litigation costs (including attorney's fees) and damages and/or fines to which the Client could be ordered to pay for processing as a result of the Freelancer's failure to fulfill its obligations.

However, the Freelancer's liability shall be limited to an amount equal to the 2-month fixed fee, calculated on the basis of the average of the fixed fees mentioned in Article 5.1 over the last 12 months preceding the termination or the duration of this Agreement if less than 12 months. This limitation of liability shall not apply in case of fraud, deceit or gross professional misconduct.

Article 6 Consequences of the end of the Agreement

When the Agreement expires, the Freelancer shall provide the Client or anyone the Client appoints with an up-to-date copy of the database(s) and/or other resources in any other form (USB sticks,...) containing personal data that have been processed. He shall also provide the Assignor with any information or documents required for the subsequent processing of the Data. The Freelancer shall contribute in good faith and diligently to the transfer of all Data and databases to the computer system designated by the Client.

Once all Data and databases have been passed on, the Freelancer shall immediately cease any processing of the Data and destroy any copy and backup of the Data and da-tabases it may still possess, unless otherwise contractually agreed between the Parties.

The Freelancer shall instruct its sub-processor(s) to also proceed to discontinue and destroy the Data within a period of 1 month after termination of the assignment with the Client.

All data and information received by the Parties under the Agreement and Annexes will be treated as confidential during the term of the Agreement and thereafter and will not be disclosed to third parties or used for any purpose other than in furtherance of the purposes of the Agreement.

The obligation described in the preceding paragraph does not apply to confidential information that:

- Was already publicly available at the time of disclosure by the disclosing Party or subsequently becomes publicly available without the recipient's action; or
- At the time of disclosure was already in the lawful possession of the recipient as can be satisfactorily demonstrated by the recipient; or
- After disclosure is received by the recipient on a non-confidential basis from third parties.

Article 7 Competent courts and applicable law

The courts of Kortrijk shall have jurisdiction over any dispute arising out of or in connection with this Schedule 1. The Schedule 1 shall be governed by Belgian law and the AVG.

Article 8 Nullity

The nullity or unenforceability of any provision of this Annex 1 shall in no way affect the validity or enforceability of the remaining provisions of this Annex 1. The provision in question shall be replaced by a valid provision which reflects as closely as possible the initial intention of the Parties.