Terms of sales for freelancers

Article 1 – Definitions

“Acracy” means the company ACRACY, a simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 750, whose registered office is located at 24 rue de Clichy, 75009 Paris, France, registered with the Paris Trade and Companies Register under number 880 397 989, and represented by its President, Mr. Romain Brigner.

“Freelancer Account” means the digital space accessible from the Platform by the Freelancer after registration, enabling the Freelancer in particular to receive offers for Services.

“Contract” means these General Terms and Conditions and the Mission Orders.

“End Client” means Acracy’s client who has entrusted Acracy with the performance of the Service.

“General Terms and Conditions” or “GTC” means this document, the purpose of which is to govern the Services performed by the Freelancer for Acracy, on behalf of the End Client.

“Creations” means the works, creations, developments, results and any other works produced, obtained or developed by the Freelancer in the course of the Services.

“Intellectual Property Rights” means, without limitation, all copyrights, inventions, patents and patent applications, trademarks and trademark applications, designs and models, photographs, videos, music, illustrations, diagrams, plans, texts, presentations, graphics, logos, websites, databases, domain names, know-how, corporate names and trade names, software developments, manufacturing secrets, trade secrets and Confidential Information, whether registered or not, relating to any creation, or any equivalent form of protection in force worldwide.

“Pre-Existing Elements” means any element, whether or not protected by Intellectual Property Rights, belonging to the End Client and/or Acracy or in respect of which the End Client and/or Acracy holds usage rights, including in particular content elements (text, images, videos, sound, etc.) provided by the End Client and/or Acracy to the Freelancer for the performance of the Services.

“Confidential Information” means the Services, any information, element and/or document of any form or nature (in particular commercial, industrial, technical or financial) exchanged in connection with the Services or of which the Parties become aware in the course of performing the Services, including in particular information relating to the activities, management or organizational plans, personnel policies, operating processes, commercial and marketing strategies, business plans, trade secrets, anti-fraud and anti-counterfeiting policies, products, prices, clients, prospects, employees, suppliers and partners of Acracy and/or the End Client and their group companies, as well as the Creations and the know-how of Acracy and/or the End Client.

“Mission Order” means the specific terms and conditions of a Service order placed by Acracy. The Mission Order is governed by the provisions of the GTC.

“Party(ies)” means, depending on the context, Acracy and/or the Freelancer.

“Platform” means the website accessible at https://acracy.co, as well as its subdomains.

“Freelancer” means the person responsible for performing the Service and subject to these GTC. The Freelancer is a professional acting for purposes falling within the scope of its commercial, industrial, craft or liberal activity.

“Service” means an intellectual service in the creative industry performed by the Freelancer for the End Client as part of a one-off assignment, the specific terms of which are set out in a Mission Order.

“Personal Data Regulations” means the regulations in force relating to the processing of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and French Law No. 78-17 of 6 January 1978 on data processing, files and freedoms, as amended.

Unless otherwise required by the context, terms used in the singular shall include the plural and vice versa.

Article 2 – Purpose of the GTC

The purpose of these GTC is to govern the relationship between Acracy and the Freelancer and to define the conditions and terms under which Acracy entrusts the Freelancer with the performance of the Services.

The provisions of the GTC shall apply notwithstanding any contrary clauses that may appear in any document issued by the Freelancer. Any clauses in such Freelancer documents that conflict with the provisions of the Contract shall be deemed null and unenforceable against Acracy.

The Parties undertake to cooperate in good faith and to use their best efforts to perform their respective obligations.

Article 3 – Autonomy and Independence

The Parties carry out their activities in full autonomy and independence, each bearing the risks of its own activity.

As an independent commercial partner, the Freelancer is free to choose its working days and rest days, schedule and working methods, as well as to use the equipment of its choice to perform the Services, in coordination with Acracy.

The Freelancer and Acracy are not subject to any mutual exclusivity obligation. Each Party remains free to enter into similar contracts with any natural or legal person, whether or not a competitor of the other Party, and to provide services to its own clientele.

Article 4 – Freelancer’s Obligations

The Freelancer undertakes to exercise all due care in the performance of the Services and to do everything within its power to ensure that the Services provided to Acracy comply with professional standards and best practices.

The Freelancer is subject to a duty to advise, inform and warn in respect of all Services. In this context, the Freelancer shall in particular:

inform, advise and warn Acracy and the End Client regarding the nature and execution conditions of the Services and provide all necessary precautions;
inform, advise and alert Acracy and the End Client regarding the consistency of objectives and choices defined and adopted during each Service;
advise Acracy and the End Client where additional or new requests are made;
alert Acracy and the End Client of any event of which it becomes aware and which may affect deadlines or objectives; and
warn Acracy and the End Client of any failure in the implementation of the organization required for proper performance of a Service.

The Freelancer undertakes to mobilize all appropriate means necessary to perform the Service entrusted to it.

Article 5 – Acracy’s Obligations

In consideration for the performance of the Services and the assignment of the Creations for its benefit, Acracy undertakes to pay the Freelancer the amounts provided for in the Mission Orders.

Acracy undertakes, as far as possible, to provide the Freelancer, directly or through the End Client, with the documents, up-to-date information and all explanations necessary to enable the Freelancer to perform the Services under the best possible conditions.

In the event of difficulties in the performance of the Services, Acracy undertakes, insofar as possible, to take vis-à-vis the End Client all necessary measures to resolve the difficulties notified by the Freelancer.

Article 6 – Performance of the Services

To be entrusted with the performance of Services, the Freelancer must first:

create a Freelancer Account on the Platform or log in if already registered;
complete the required fields of the Freelancer Account creation form on the Platform;
confirm acceptance of these GTC by clicking “I have read and accept the GTC”.

The Freelancer undertakes to provide accurate and truthful information concerning itself.

The Freelancer undertakes to immediately inform Acracy of any loss or unauthorized use of its Freelancer Account, login credentials or password. Login credentials and passwords are personal and confidential. The Freelancer is solely responsible for their use and releases Acracy and its partners from any liability in this respect.

6.1 Ordering a Service

When an End Client entrusts Acracy with the performance of a Service, Acracy pre-selects several freelancer profiles registered on the Platform. Where Acracy selects the Freelancer’s profile, it informs the Freelancer and provides the terms of the Service in a provisional Mission Order. The Freelancer remains free to accept or refuse the Service.

If the Freelancer accepts, it submits a budget proposal by completing the Mission Order, including both the price of the Service and the price relating to the assignment or license of Intellectual Property Rights.

Acracy then submits the Freelancer’s profile to the End Client, including a description of skills, access to CV, LinkedIn profile and portfolio, together with the completed Mission Order.

The End Client selects the Freelancer it deems most suitable. Where the End Client wishes to interview the Freelancer, it may contact the Freelancer directly and supplement the Mission Order with specifications, schedules, etc. The Freelancer undertakes to act professionally and not to prejudice Acracy, even if not selected.

Acceptance of the Mission Order constitutes full and unconditional acceptance of these GTC.

6.2 Scope and Performance of the Services

The Parties define the Creations and performance conditions in the Mission Order.

The Freelancer undertakes to:

perform the Services in accordance with the Mission Order and ensure the quality of the Creations;
comply with any specifications and agreed schedule;
manage all material and operational aspects necessary for proper delivery of the Services.

As an independent partner, the Freelancer remains free in the organization and execution of the Services, subject to compliance with recommendations issued by Acracy or the End Client.

6.3 Progress and Execution

The Parties undertake to inform each other in writing of any event likely to affect performance deadlines.

If the Freelancer identifies a difficulty, it shall inform Acracy in writing without delay and propose corrective solutions.

Article 7 – Prohibition of Subcontracting

The Freelancer is expressly prohibited from subcontracting the Services without Acracy’s prior written consent. Any breach shall result in immediate termination of the Contract, without notice or compensation.

Article 8 – Intellectual Property

8.1 Assignment of Intellectual Property Rights

The Freelancer assigns and/or licenses to Acracy the Intellectual Property Rights relating to the Creations under the conditions and for the modes of exploitation defined in the Mission Orders.

The scope of the rights assigned or licensed and the corresponding remuneration shall be negotiated on a case-by-case basis upon signature of each Mission Order.

Given the nature of the Services, such rights may be freely sublicensed or assigned to the End Client to enable exploitation within the limits of the Mission Order.

Any rights not expressly assigned remain the property of the Freelancer.

Acracy undertakes to ensure respect of the Freelancer’s moral rights by the End Client but shall not be liable for any breach thereof. The Freelancer authorizes minor modifications (cropping, resizing) to ensure optimal exploitation.

8.2 Pre-Existing Elements

The End Client and Acracy remain owners of the Pre-Existing Elements. Where necessary, a right of use may be granted to the Freelancer solely for performance of the Services. Such right expires upon termination of the Mission Order. Any other use is prohibited without prior written authorization.

8.3 Warranties

The Freelancer warrants that:

it has full authority, power and capacity to grant the rights assigned and/or licensed under the Contract and that such rights are not and shall not be, in any manner whatsoever, assigned, encumbered or otherwise transferred or vested in favor of any third party;
it has not carried out and shall not carry out, whether through an assignment to a third party or by any other means, any act likely to compromise the present assignment and/or license of rights, nor to prevent or hinder the full and peaceful enjoyment by Acracy (and/or the End Client) of the rights granted to it under the Contract;
the means used to perform the Services or to create the Creations do not and shall not infringe any third-party Intellectual Property Rights;
it has not introduced and shall not introduce into the Creations any reproduction, imitation or reminiscence likely to infringe third-party rights or to give rise to claims for plagiarism and/or infringement.

In all cases where the Freelancer is required to involve third parties in the creation of the Creations, without prejudice to its obligations relating to subcontracting, the Freelancer undertakes to obtain from such third parties all licenses and authorizations necessary to allow the full exercise of the rights assigned to Acracy under this Article. The Freelancer undertakes to inform Acracy in advance and in writing of any limitations relating to the authorizations and/or assignments of rights thus obtained.

Accordingly, the Freelancer indemnifies and holds Acracy harmless against all direct or indirect consequences of any claims or actions brought by third parties in respect of such infringements, regardless of their legal basis, including in particular actions for infringement, unfair competition or parasitism. This indemnity shall cover any amount for which Acracy may be held liable, whether by way of settlement indemnity or damages (whether awarded by a court decision, final or not), without prejudice to any additional damages that Acracy may claim.

In the event of any claim, infringement action or allegation brought against Acracy, its successors, distributors, agents, licensees and End Clients relating to the Creations, Acracy shall notify the Freelancer without delay. Where requested by Acracy, the Freelancer undertakes to participate alongside Acracy in the defense of the rights of Acracy, its successors, distributors, agents, licensees and End Clients, and shall bear all costs incurred in connection therewith (including court costs and attorneys’ fees), as well as any damages awarded to third parties.

In the event that a prohibition on the use of the Creations is ordered as a result of an infringement action or a third-party claim, the Freelancer undertakes, at Acracy’s option and at its own expense, either to obtain from the third party the right for Acracy, its successors, distributors, agents, End Clients and licensees to continue, as the case may be, the use and/or commercialization of the Creations, or to modify the Creations so that they no longer fall within the scope of the claim, the infringement or any of the aforementioned allegations.

Article 9 – Financial Terms

9.1 Price of the Services

It is expressly agreed between the Parties that the Freelancer’s remuneration corresponds exclusively to the amount specified in the Mission Order accepted by the Freelancer.

The Freelancer acknowledges and accepts that the price invoiced by Acracy to the End Client in respect of the Services may differ from the amount paid to the Freelancer, in particular in order to take into account Acracy’s remuneration for the management, coordination and support of the assignment.

Such remuneration of Acracy may, depending on the case, be presented separately or included in the overall price invoiced to the End Client, without any impact on the remuneration due to the Freelancer as defined in the Mission Order.

In any event, no deduction, commission or set-off shall be applied to the Freelancer’s remuneration as agreed in the Mission Order.

The price of the Services is determined by the Parties in each Mission Order.

The price of the Services corresponds to the aggregate of:

the price defined in the Mission Order (based on a daily rate (“TJM”) to be agreed between the Parties); and
the price of the assignment and/or license of the Intellectual Property Rights relating to the Creations, as negotiated between the Parties at the time of signature of the Mission Order.

9.2 Invoicing and Payment Terms

The Freelancer shall invoice Acracy for the price of the Services at the beginning of each month in respect of the Services performed during the preceding month. Invoices shall be payable within sixty (60) days from their date of issue.

All prices are exclusive of taxes and shall be increased by VAT at the rate in force on the invoice date. Where applicable, any costs and expenses necessary for the Freelancer to perform the Services (including, where relevant, travel, meals and accommodation expenses) shall be added to the invoice, subject to the prior written approval of the End Client.

Invoices issued by the Freelancer shall be paid by Acracy to the bank account whose IBAN has been previously provided by the Freelancer via its Freelancer Account.

In order to simplify the management of the Services, the Freelancer hereby grants Acracy a mandate to issue, in the Freelancer’s name and on its behalf, the quotations and invoices corresponding to the Services performed each month by the Freelancer.

It is expressly specified that Acracy does not provide any cash advance, early payment, factoring or financing services for the benefit of the Freelancer.

Payment of the Freelancer’s invoices shall occur exclusively within the agreed contractual timeframes, subject to effective payment of the Services by the End Client.

Article 10 – Term

The GTC apply for the entire duration of the Services. Each Service duration is specified in the Mission Order.

Article 11 – Termination

11.2.1 Termination for Convenience by Acracy

Acracy may terminate the Service entrusted to the Freelancer for convenience, subject to a notice period of ten (10) calendar days. Such termination may notably occur following a decision by the End Client to terminate the assignment, without any liability being incurred by Acracy in this respect.

In such case, Acracy undertakes to pay the Freelancer the remuneration due in respect of the Services actually performed by the Freelancer as of the expiry of the notice period. Under no circumstances may the Freelancer invoice Acracy for days not worked or for the portion of the Services remaining to be performed as of the expiry of the notice period.

No compensation or indemnity other than those expressly provided for herein may be claimed by the Freelancer in this respect.

In the event of partial or total non-compliance with the notice period by the Freelancer, the Freelancer shall be liable to Acracy, by operation of law and without prior formal notice, for a fixed indemnity of one hundred euros (€100) per day of notice not performed.

The notice period may be adjusted by mutual agreement between the End Client, the Freelancer and Acracy, depending on the specific circumstances of the assignment.

11.2.2 Termination for Convenience by the Freelancer

If the Freelancer wishes to terminate the Service entrusted to it by Acracy for convenience, it shall comply with a notice period of ten (10) calendar days.

In such a case, Acracy undertakes to pay the Freelancer the remuneration due in respect of the Services actually performed by the Freelancer as of the expiry of the notice period. Under no circumstances may the Freelancer invoice Acracy for days not worked or for the portion of the Services remaining to be performed as of the expiry of the notice period.

The notice period may be adjusted by mutual agreement between the End Client, the Freelancer and Acracy, depending on the specific circumstances of the assignment.

The Freelancer certifies and declares on its honor that it complies with all legislative and regulatory obligations applicable to it, in particular with respect to its tax and social security reporting and payment obligations.

The Freelancer undertakes to provide Acracy, upon simple request and every six (6) months from the date of Acracy’s first request, with the following documents:

a document evidencing its registration with the Trades Register or the Trade and Companies Register, issued less than six (6) months prior to the date of submission; and
a certificate of filing of social security declarations and payment of social security contributions and charges as provided for in Article L.243-15 of the French Social Security Code, issued by the URSSAF, dated less than six (6) months prior to the date of submission.

Any failure to comply with this obligation to provide the required documents shall result in the immediate termination of the Contract, without notice and without any compensation or indemnity being due.

Article 13 – Force Majeure

Neither Party shall be held liable, and the Contract shall be suspended, if the performance of the Contract or the performance of any obligation incumbent upon the Parties under the Contract is prevented, limited or disrupted by the occurrence of an event constituting a force majeure event within the meaning of Article 1218 of the French Civil Code.

The Party affected by the force majeure event, subject to sending the other Party a registered letter with acknowledgment of receipt within fifteen (15) days from the date of occurrence of the event, shall be relieved from the performance of its obligations to the extent of such prevention, disruption or limitation. The other Party shall, in the same manner, be relieved from the performance of its own obligations, within the same limits.

Performance of the obligations of the affected Party shall be postponed for a period at least equal to the duration of the suspension resulting from the force majeure event. However, if the duration of the interruption due to force majeure exceeds one (1) month (as from the date of notification of the occurrence of the force majeure event), the relevant Mission Order may be terminated, by operation of law and without judicial formalities, by the unaffected Party, subject to thirty (30) days’ prior notice notified by registered letter with acknowledgment of receipt to the defaulting Party. Termination shall take effect on the day following the expiry of the above-mentioned thirty (30)-day period, calculated from the date of first presentation of the registered letter with acknowledgment of receipt.

Article 14 – Insurance

As an essential and determining condition, without which Acracy would not have entered into the Contract, the Freelancer confirms that it is insured with a reputable and solvent insurance company, under the forms and conditions required to cover all risks inherent in the exercise of its professional activity, including those related to the performance of the Services. The Freelancer undertakes to maintain such insurance coverage for the entire duration of the Contract and for a period of five (5) years following its expiration.

The Freelancer must be able to provide its insurance certificate at any time upon simple request by Acracy, and grants Acracy the right, where applicable, to transmit such certificate to the End Client. In the event of any failure to comply with this obligation to provide the required documents, Acracy may terminate the Master Agreement without notice and without any compensation or indemnity being due.

Article 15 – Confidentiality

The Parties agree that any Confidential Information originating from the other Party in the context of the Contract shall:

be protected and kept strictly confidential, and be treated with the same degree of care and protection as that afforded to their own Confidential Information;
be disclosed solely to those members of their personnel who have a need to know such information, to the exclusion of any third party, whether affiliated or not, and be used by such personnel solely for the purposes of performing the Services;
not be used, in whole or in part, for any purpose other than the performance of the Services;
not be copied, reproduced or duplicated, in whole or in part, except where necessary for the performance of obligations under the Contract.

All Confidential Information and any reproductions thereof transmitted by one Party to the other Party shall remain the property of the disclosing Party. The receiving Party shall have no obligation and shall not be subject to any restriction with respect to any Confidential Information for which it can demonstrate:

that such information entered the public domain prior to its disclosure or after such disclosure, provided that in the latter case such entry into the public domain was not due to any fault attributable to the receiving Party; or
that such information was already known to the receiving Party, as evidenced by appropriate written documentation; or
that such information was lawfully received from a third party without restriction and without breach of this Article; or
that such information is the result of internal developments carried out in good faith by members of its personnel who did not have access to the relevant Confidential Information; or
that the use or disclosure of such information has been authorized in writing by the Party from which it originates; or
that such information has been disclosed pursuant to a law, decree, regulation or court decision, provided that (i) such disclosure is strictly necessary to comply with such legal, regulatory or judicial requirements and (ii) the Party required to disclose the relevant Confidential Information has informed the disclosing Party as promptly as possible of such disclosure, in order to enable the disclosing Party to take any appropriate protective measures where applicable.

It is expressly agreed between the Parties that the disclosure of Confidential Information between the Parties pursuant to this Article may in no event be construed as granting, whether expressly or implicitly, to the receiving Party any right whatsoever (by way of license or otherwise) in respect of the inventions, works of authorship or discoveries to which such Confidential Information relates. The same shall apply with respect to copyrights or any other rights relating to literary and artistic property, trademarks or trade secrets.

The terms and performance of the Contract shall be kept confidential by the Parties and shall not be disclosed by either Party without the prior written consent of the other Party.

Each Party undertakes to return to the other Party, as soon as possible, upon the latter’s express request or, at the latest, within thirty (30) days following the expiration or termination of the Contract for any reason whatsoever, all Confidential Information transmitted by such other Party.

The Freelancer acknowledges that, in the course of performing the Services, it may have access to Confidential Information belonging to the End Client.

In this respect, the Freelancer undertakes to comply with a strict confidentiality obligation vis-à-vis the End Client, under the same conditions as those applicable to Acracy, and to make no use whatsoever of such Confidential Information outside the strict scope of the Services.

Any external communication, publication, commercial reference or case study relating to the Services or to the End Client shall be subject to the prior written authorization of the End Client, where applicable transmitted through Acracy.

All the confidentiality obligations set out above shall remain in force for a period of five (5) years following the expiration or termination of the Contract for any reason whatsoever.

Article 16 – Personal Data

In the course of performing the Contract, the Parties may be required to process, each acting as a Data Controller (within the meaning of the Personal Data Regulations), Personal Data (within the meaning of the Personal Data Regulations) relating to the other Party and, where applicable, to their respective subcontractors.

The Parties mutually undertake to comply with the Personal Data Regulations.

In particular, they undertake to:

collect and process Personal Data in compliance with the Personal Data Regulations;
ensure that Personal Data are used exclusively for the performance of the Services;
refrain from communicating, in any form whatsoever, all or part of the Personal Data to any persons other than those duly authorized to have access thereto;
ensure the effective exercise of the rights of Data Subjects (within the meaning of the Personal Data Regulations), including the right of access, rectification, erasure and objection, the right to restriction of processing, the right to data portability, etc.;
implement appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access.

No instructions regarding the manner in which Personal Data are to be processed are given by one Party to the other Party.

The Parties may under no circumstances be considered as Joint Controllers or as Processors (within the meaning of the Personal Data Regulations) of each other.

Article 17 – Non-Competition

Unless prior written consent is obtained from Acracy, the Freelancer undertakes, for the entire duration of a Mission Order and for twelve (12) months following its termination, for any reason whatsoever, not to directly or indirectly, in any form whatsoever, perform any freelance assignment, whether paid or unpaid, for the benefit of the End Client or any other company controlling or controlled by the End Client within the meaning of Article L.233-3 of the French Commercial Code, without going through Acracy’s Services. These conditions shall not apply in the event of employment under an employment contract.

Failing this, Acracy reserves the right to cease any future collaboration with the Freelancer.

Where the Freelancer is engaged in a recruitment process with a view to being hired under an employment contract by an End Client for whom it has performed a Service through Acracy, it undertakes to inform Acracy thereof as soon as possible.

This obligation to inform shall apply as from the commencement of discussions or of a recruitment process, regardless of the outcome of such process.

This clause constitutes a determining condition of Acracy’s engagement.

Article 18 – Miscellaneous

The Contract supersedes and replaces all prior negotiations, representations and agreements that may have existed between the Parties.

Acracy reserves the right to amend the GTC at any time. Such amendments shall apply only to Services subscribed to and performed after the effective date of said amendments, unless expressly agreed otherwise by the Freelancer.

The failure by either Party to enforce any provision of the Contract shall not constitute a waiver of the right to enforce such provision in the future.

Should any provision of the Contract be held to be null or invalid in whole or in part, the validity of the remaining provisions of the Contract shall not be affected. The Parties agree to replace, in good faith, any provision or part of the Contract that is found to be null and void with valid provisions having a similar effect.

The Freelancer may neither assign nor transfer to any third party, in whole or in part, the rights and obligations arising under the Contract without the prior written consent of Acracy. Any assignment or transfer of all or part of the rights and obligations under the Contract shall be the subject of an amendment to the Contract. Acracy shall be entitled to assign to any third party or contribute to a company the benefits, rights and obligations arising from the Contract for any purpose whatsoever, without being required to pay any compensation to the Freelancer. Acracy shall notify such assignment to the Freelancer by registered letter with acknowledgment of receipt sent within one (1) month following execution of the assignment of the Contract.

Article 19 – Governing Law and Jurisdiction

The Contract shall be governed by and construed in accordance with French law.

The Parties agree to submit any dispute or claim relating to the validity, interpretation, performance and/or termination of this Contract to the exclusive jurisdiction of the Commercial Court of Paris.

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