Terms and Conditions

1. GENERAL PROVISIONS

1.1.      These terms and conditions (the « Conditions ») apply to the use of an online search platform accessible at https://procurementfreelancers.com/ and operated by « PROCUREMENT FREE-LANCERS.COM » sprl, with registered address at 1180 Uccle (BELGIUM), avenue Maréchal Ney 34, registration number 0719.842.245 (the “COMPANY”) and to services rendered by the COMPANY to both professional procurement freelancers (the “Freelancers”) and professional end user clients (“the Clients”), (the Freelancers and the Clients are collectively referred to as the “Users”).

1.2.      The Conditions exclude any and all general or particular conditions of the Users.

1.3.      By using the Platform, the Users acknowledge having read the Conditions and having the possibility to keep and reproduce them. The Conditions can be accessed at any time on the COMPANY’s website https://www.procurementfreelancers.com/terms-and-conditions.

2. PLATFORM AND SERVICES

2.1.    The COMPANY operates an online search platform (the “Platform”), which allows (a) Freelancers to offer their services and search for project opportunities and (b) Clients to identify and connect with Freelancers for the provision of procurement services.

2.2.    The COMPANY also provides services related to the use of the Platform (the “Ancillary Services”) such as assistance to use the Platform, assistance to determine the Client’s requirements scope, identification of the appropriate Freelancer to meet specific requirements, file management, provision of template contracts, central payment system, or any other ancillary services to be agreed upon.

2.3.    The COMPANY operates the Platform and provides the Ancillary Services: it does not sell any products nor does it provide any procurement services. The sole purpose of the COMPANY is to provide the Freelancers the opportunity to offer to the Clients their products and/or services through the Platform and to allow the Clients to use the Platform to search and compare the services and prices offered by Freelancers, by enabling the Users to use the logistics of the Platform (layout, on-line chat, contract templates, payment system, to enter into contracts between them.

2.4.    The COMPANY may temporarily or permanently withdraw the access to the Platform to any User, without any compensation, in the event of (i) complaint from another User, third parties or public or judicial authorities, (ii) fraud, or suspicion of fraud, (iii) the User has provided inaccurate information or omitted to provide information which may be useful or important during the registration or negotiations phases.

3. USE OF THE PLATFORM[PB1] 

The access to the Platform is exclusively reserved to Registered Users.

3.1.    Registration of the Freelancers: in order to register on the Platform to offer their products and/or services as well as to search for project opportunities, the Freelancers must (a)complete the registration fields and confirm their email address; (b) complete their . profile and upload their CV using different keywords (between various categories and functional skills) and validate such information; (iii) wait for the COMPANY’s approval of their profile and registration on the Platform (It can happen that the freelancer is contacted for an interview[PS2] . Once the registration is accepted and confirmed by the COMPANY, the Freelancers have the option between waiting to be contacted by the Clients or actively submitting proposals to the Clients’ published requirements. .

3.2.    Client’s use of the Platform: following Client’s registration on the Platform, the Client may complete an on-line questionnaire with its requirements for the provision of procurement products and/or services. The Client will have access to a proposal of variety of Freelancers proposals, products and /or services, prices, delivery periods, which shall be suggested on the basis of its requirements.

In the event the Client accepts a proposal made through the Platform, it will confirm its acceptance by ticking on the appropriate feature (the “ Accept proposal”). The COMPANY will then provide, via email, a personalised link that will allow the Client to contact a Freelancer directly, via a private conversation, through the Platform.

3.3.    Signature of a Contract: should the Freelancer and the Client reach an agreement, they will notify the Company, through the appropriate feature on the Platform[PB3] . A template contract will be made available on the Platform in PDF format [relevant?]. Such template will have to be completed and customized by the Users.

3.4.    Payment System: the terms of the agreement between the Freelancer and the Client, including the financial terms, are agreed upon between the Freelancer and the Client. The Freelancer will transmit its invoices through the Platform. The Client will proceed to the transfer of the funds to honor such invoices on a Escrow Trust Account. [PB4] [??] will release such funds deposited on the an Escrow Trust Account only in accordance with the joint Users’ instructions.

4. MEMBERSHIP AND SERVICES  FEES

4.1.    The use of the Platform is for Freelancers, no membership fee is required. The Freelancer may submit an unlimited number of proposals. The use of the various payment methods [WHICH ONES?? WHERE ARE THEY DESCRIBED?] offered through the Platform as well as Ancillary Services may [pourquoi “may” les services ne seront-ils pas facturés d’office??] incur fees and charges.]

4.2.    Several membership programs are offers to the Clients [IL FAUDRAIT LES DECRIRE!!] : each membership program includes a certain number of "Jobs Publication" per month,[QUID???] which allows the Client to reserve book monthly capacities to publish projects [pas plutot des [“requirements”?]. Unused Publications Jobs may not be carried forward to the next month, unless the Client subscribes to  cLient ou have an extended subscription [(plutot “membership program”?]. In this case, you can postpone until the expiration of the subscription period. Automatic renewal occurs on the first day after the expiration date. [PAS CLAIR!!!] [

4.3.    Client payment processing fees: The COMPANY will charge Clients a payment processing and administration fee of 4% on each payment made by the Client through the Platform. This fees or charges, may be updated from time to time.

4.4.    The COMPANY reserves the right to change membership fees, change the monthly number of jobs included in each membership program, or introduce new taxes at any time, with reasonable advance notice posted on the site. No refund of fees already paid will be made

4.5.    Payment shall be made through the secure interface of the Platform within [30] days following invoice.

4.6.    The Fees are in euros and are exclusive of all taxes.

4.7.    Any claim in connection with an invoice must be notified within 7 days following its reception, otherwise it will not be taken into consideration and the invoice will be deemed accepted.

4.8.    In case of non-payment of an invoice on its due date, the [Client] shall pay to the COMPANY, automatically and without prior formal notice, a late interest of 10% per year. Furthermore, any invoice unpaid on its due date shall be automatically and without prior formal notice increased by an additional fixed indemnity of 15% of the sums dues, without prejudice to the right of the COMPANY to claim additional damages. In case of judicial recovery of an invoice, the Client shall bear the reasonable recovery expenses such as lawyer’s fees and internal management fees.

5. USERS’ OBLIGATIONS

5.1.    Users warrant and represent that they will not use the Platform in any unlawful manner or in any manner that could disenable, damage or otherwise be harmful to the Platform.

5.2.    Users warrant and represent that all information that they provide on the Platform is truthful, current, accurate and complete. The Users acknowledge that they are solely responsible for the information inserted by them on the Platform and in the contracts between Freelancers and Clients.

5.3.    Users warrant and represent that their use of the Platform does not infringe nor violates the intellectual property rights or any other rights of any third party.

5.4.    Users are responsible for maintaining the confidentiality of their account information and password, as well as for the activities that occur under such password or account and for any access to or use of the Platform by the User or any person or entity using such password, whether the access has been authorised nor not by the User. User must immediately notify to the COMPANY any unauthorised use of their account.

5.5.    The Users acknowledge and agree that they are solely responsible for the choice of collaboration opportunities they make on the Platform. The Users acknowledge that the COMPANY shall not be a part to any contract signed between the Users and the Users shall have no recourse whatsoever against the COMPANY in connection with the conclusion, performance and/or termination of such contracts.

5.6.    Freelancers acknowledge and agree that the procurement services are provided directly to the Clients and they assume full responsibility for all aspects of said procurement services, including all deliverables related thereto. Freelancers warrant and represent that they will perform the procurement services in a professional and workmanlike manner, in accordance with generally accepted applicable professional and industry standards, that they will deliver all procurement services and / or deliverables to Clients in due time and will comply with all applicable laws and regulations. Freelancers warrant and represent that they hold all required authorisations to sell any products or provide any service that they are offering on the Platform.

5.7.    Users acknowledge that connecting the Freelancers and the Clients is the core business of the COMPANY and that maintaining its data base is essential to the COMPANY. Therefore, the Users warrant and represent that they will not circumvent or attempt to circumvent any of the features or payment methods provided by the Platform, i.e. that they will not solicit each other nor submit collaboration proposals other than on the Platform[PB5] [PB6] .

5.8.    The Users will defend, indemnify and hold harmless the COMPANY and its officers, directors, employees and agents from and against any damages, liabilities, settlement, costs or expense (including reasonable legal expenses and expenses of other professionals), as incurred, resulting from, or arising out of any claim by a third party connected to the content and material included on the Platform which have been supplied by the Users on the Platform, including any IP violation claim.

6.        INTELLECTUAL PROPERTY RIGHTS

6.1.    All patents, copyrights and other property rights relating to the Platform or the Ancillary Services shall remain licensed to or the property of the COMPANY and / or its respective licensor as the case may be.

6.2.    Nothing contained herein shall be deemed to convey any title or ownership interest therein to the Users who shall refrain from claiming any rights thereto and from taking any steps to obtain a registration, filing or protection of any alleged rights relating thereto.

6.3.    For any and all information posted on the Platform by the Users, the latter grant the COMPANY a royalty-free, perpetual, sub-licensable, irrevocable, and worldwide license to use, reproduce, translate, share such information for the purpose of operating the Platform and providing the Ancillary Services. Upon deletion of the User’s account, the COMPANY will immediately cease all use of the User’s information.

7.        INTERNET AND NEW TECHNOLOGIES

7.1.    The Users are aware of the restrictions and risks related to use of the internet and any other means by which the Platform is currently or will in the future be made available. The Users are also aware of the risks of storage or transmission of information by digital or electronic means. The Users accept that the COMPANY cannot be held liable for any harm caused by use of the Platform (as well as any applications) or the internet, following the above mentioned risks.

7.2.    The COMPANY reserves the right, at its sole discretion, to modify, change, suspend of discontinue the Platform and the Ancillary Services, at any time, by posting a notice on the Platform or by sending the Freelancers and the Client an email.

8. DISCLAIMER

8.1.      The COMPANY gives no warranty regarding the functionality of the Platform including, without limitation, that the Platform will be available on an uninterrupted or error free basis. The Platform is provided on an “as is” basis and the COMPANY makes no representations nor warranties as to the accuracy, completeness of suitability of the Platform or any of it’s content for any purpose.

8.2.      The COMPANY shall have no liability for access to and intrusions on the Platform by third parties and viruses generated by third parties, save in the event of COMPANY’s negligence. The COMPANY warrants that it will have in place standard virus and firewall protection using the latest available technologies or technologies available from the third party hosting the Platform.

8.3.      The COMPANY will not be held liable for any losses or malfunctioning of the Platform due to the third party's hosting activity but shall have to manage the supplier and eventually change from supplier if the service is not compliant with industry standards and these efforts to have the best available services will be on a best effort basis.

8.4.      The COMPANY shall not have any liability whatsoever for claims connected to the information displayed on the Platform by the Users and shall not be liable for the content of the offers, photographs and other information posted by the Users on the Platform.

8.5.      The COMPANY makes no other express or implied warranties.

8.6.      The COMPANY shall under no circumstances be liable for any indirect damages suffered by the Users. Indirect damages shall include, without limitation, any financial or commercial losses, loss of profit, business opportunity, earnings, goodwill or reputation arising from and/or related with and/or connected to the Platform, costs of delay, any failure of delivery, costs of lost or damaged data or documentation, or liabilities to third parties arising from any source, even if the Users are advised of the possibility of such damages.

8.7.      In the event that the COMPANY is found liable for damages connected and/or related to this contract and/or any components thereof, whether in contract or in tort, the COMPANY’s liability for such damages shall be limited, per event or series of related event, to an amount equal to 500 euros.

9.        DATA PROTECTION

When using the Platform, the Users shall communicate personal data. This data shall be processed by the COMPANY, acting as controller, in accordance with applicable regulations, including the EU Regulation 2016/679 of the European Parliament and the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. By ticking __________, the Users explicitly acknowledge having read the Company’s Privacy Statement and having the possibility to keep and reproduce it. The COMPANY’s Privacy Statement can be accessed at any time on the COMPANY’s website [lien].

The Users expressly consent to the use by the COMPANY for their name for advertising purposes on the Platform.

10. VARIOUS

10.1.       The Conditions contain the entire agreement between the parties with respect to the subject matter hereof.

10.2.       The nullity or inapplicability of one of the provisions of the Conditions shall not affect the validity or applicability of the other provisions. If necessary, the COMPANY undertakes to replace the null or inapplicable provision.

10.3.       The fact that the COMPANY does not prevail himself of one of the Conditions at a given time may not be interpreted as a waiver to prevail himself of such Condition at a later stage.

10.4.       Expect if agreed otherwise, all notifications between the parties shall be in writing and shall be deemed to be received 5 working days after the sending of a registered letter or 2 working days after the sending of a fax or email to the address of the parties.

10.5.       In the event of conflict, the [English/French] version of the Conditions shall prevail

10.6.       The commercial relationship between the COMPANY and the Users is governed by Belgian law. In case of dispute, the [French speaking courts of Brussels] shall have sole jurisdiction. The COMPANY reserves the right to initiate any procedure before the courts of the registered address or operational seat of the User.