Terms of sales for freelancers

Article 1: Definitions

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

“Service Provider Account”: means the digital space accessible on the Platform by the Service Provider after registration, enabling the Service Provider in particular to receive Service offers.

“Contract”: means these GTC and the Statements of Work.

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

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

“Deliverables”: means the deliverables, creations, developments, results and any other work produced, obtained or developed by the Service Provider in the course of the Services.

“Intellectual Property Rights”: means, in particular and without limitation, any and 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, in respect of any creations, or any equivalent form of protection in force worldwide.

“Pre-Existing Materials”: means any element, whether or not protected by Intellectual Property Rights, belonging to the End Client and/or Acracy or for which the End Client and/or Acracy benefit(s) from a license of rights, including in particular content elements (text, image, videos, sound, etc.) provided by the End Client and/or Acracy to the Service Provider for the performance of the Services.

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

“Statement of Work”: means the specific terms and conditions of an order for Services placed by Acracy. The Statement of Work is governed by the provisions of the GTC.

“Party(ies)”: means, depending on the context, Acracy and/or the Service Provider, either separately or jointly.

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

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

“Service”: means an intellectual service within the creative industries provided by the Service Provider to the End Client as part of a one-off assignment, the specific terms of which are detailed in a Statement of Work.

“Personal Data Rules”: 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 the context requires otherwise, terms and definitions used in the singular 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 Service Provider and to define the conditions and modalities under which Acracy entrusts the Service Provider with the performance of the Services.

The provisions of the GTC apply notwithstanding any contrary clauses that may appear in any document issued by the Service Provider. Any clauses in such Service Provider documents that conflict with the provisions of the Contract shall, by operation of law, be 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 on their activities in full autonomy and independence, each bearing the risks of its own activity.

As an independent business partner, the Service Provider is free to choose its working and rest days, to set its schedule and working methods, and to use the equipment of its choice to perform the Services, in agreement with Acracy.

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

Article 4: Service Provider’s obligations

The Service Provider undertakes to implement, for the performance of all Services, all required diligence and to do everything within its power so that the Services provided to Acracy comply with the professional standards of the trade.

The Service Provider is subject to a duty to advise, inform and warn in relation to all Services. Under this obligation, the Service Provider shall in particular ensure that it:

informs, advises and warns Acracy and the End Client as to the nature and conditions of performance of the Services and provides any useful precautions regarding the Services;
informs, advises and alerts Acracy and the End Client as to the consistency of objectives and choices defined and made during each Service;
advises Acracy and the End Client in the event the End Client makes additional or new requests;
alerts Acracy and the End Client of any event of which it may become aware, in particular any event likely to affect timelines or the objectives pursued; and
warns Acracy and the End Client of any shortcomings in putting in place the organization required for the proper performance of a Service.

The Service Provider 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 Deliverables for its benefit, Acracy undertakes to pay the Service Provider the amounts provided for in the Statements of Work.

Acracy undertakes, insofar as possible, to provide the Service Provider, directly or via the End Client, with updated documents and information and any explanations useful for performing the Services under the best possible conditions.

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

Article 6: Performance of the Services

In order to be entrusted with Services, the Service Provider must first:

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

The Service Provider undertakes to provide true and accurate information about itself.

The Service Provider undertakes to inform Acracy immediately of any loss or unauthorized use of its Service Provider Account, credentials and password. Passwords and credentials are personal, and the Service Provider undertakes not to disclose them. In this respect, the Service Provider is solely responsible for their use. Consequently, the Service Provider releases Acracy and its partners, co-contractors or successors 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 service provider profiles registered on the Platform. If Acracy selects the Service Provider’s profile, Acracy will inform the Service Provider directly, setting out the terms and modalities of the Service contained in a provisional Statement of Work. The Service Provider remains free to accept or refuse the Service.

If the Service Provider accepts the terms and modalities of the Service, it submits a budget proposal to Acracy by completing the Statement of Work provided. This budget proposal includes, on the one hand, the price of the Service and, on the other hand, the price corresponding to the assignment of the Intellectual Property Rights.

Once Acracy has all necessary information, it sends the Service Provider’s profile to the End Client (including a description of skills, access to a CV, LinkedIn profile and portfolio), together with the completed Statement of Work.

The End Client chooses the Service Provider that best meets its expectations. If the End Client wishes to speak with the Service Provider, it may contact the Service Provider directly and complete the Statement of Work by adding specifications, a schedule, etc. The Service Provider undertakes to comply with professional standards and not to harm Acracy, even if it is not selected by the End Client.

Acceptance of the Statement of Work constitutes full and complete acceptance of these GTC, which the Client acknowledges having read.

6.2 Purpose and modalities of the Services

The Parties define the Deliverables and the terms of performance of the Services in the Statement of Work.

In this respect, the Service Provider undertakes to:

perform the Services in accordance with the terms agreed in each Statement of Work and to use all due care to ensure the quality of the Deliverables;
comply with the terms of any specifications as well as the schedule negotiated with Acracy or the End Client;
take charge of the material and operational organization of the Services and carry out all operations necessary to ensure perfect delivery of the Services under the conditions set out in the Statement of Work.

As an independent business partner, the Service Provider remains free in the organization and performance of the Services. However, the Service Provider must ensure that it complies with any recommendations that may be given by Acracy or the End Client.

6.3 Progress, performance, delivery of the Services

The Parties undertake to inform each other, by any written means, of any event likely to affect the delivery timelines for all or part of the Services.

If the Service Provider identifies a difficulty, it undertakes to inform Acracy in writing as soon as possible after it arises, and to suggest corrective solutions that may be implemented.

Article 7: Prohibition of subcontracting

The Service Provider is expressly prohibited from subcontracting the performance of the Services, except with Acracy’s prior written consent. Any breach of this obligation shall result in immediate termination of the Contract, without notice and without compensation.

Article 8: Intellectual property

8.1 Assignment of Intellectual Property Rights

The Service Provider licenses/assigns to Acracy the Intellectual Property Rights relating to the Deliverables under the conditions and for the modes of exploitation provided in the Statements of Work.

The scope of the Intellectual Property Rights relating to the Deliverables assigned or licensed by the Service Provider to Acracy, and the corresponding remuneration, shall be negotiated on a case-by-case basis between the Parties at the time the Statement of Work is signed.

Given the nature of the Services, the rights assigned or licensed to Acracy may be freely sublicensed/assigned for the benefit of the End Client so that the End Client may freely exploit them within the limits of the Statement of Work.

It is specified that rights in the Deliverables not expressly assigned by the Service Provider under the Contract are reserved and remain the property of the Service Provider.

Acracy undertakes to have the End Client respect the Service Provider’s moral rights (including the right of attribution), but shall not be liable in the event of non-compliance by the End Client. However, the Service Provider hereby grants Acracy and the End Client permission to make minor modifications (cropping, resizing) to the Deliverables to ensure their use under the best conditions.

8.2 Pre-Existing Materials

The End Client and Acracy, each insofar as concerned, are and remain the owners of the rights, including Intellectual Property Rights, in the Pre-Existing Materials. As necessary for performance of the Services, the End Client and Acracy may grant the Service Provider a right of use over the Pre-Existing Materials, within the limits of the instructions provided to the Service Provider. This right of use ends upon expiry of the Statement of Work, for any reason whatsoever. Reproduction or use by the Service Provider of the End Client’s or Acracy’s Pre-Existing Materials for purposes other than performance of the Statement of Work is prohibited without the End Client’s or Acracy’s prior written authorization.

8.3 Warranties

The Service Provider warrants:

that it has full power and authority to grant the rights assigned/licensed under the Contract and that such rights are not and will not in any way be assigned, encumbered or otherwise granted in favor of a third party;
that it has not and will not, through an assignment to a third party or by any other means, take any action likely to compromise this assignment/license of rights, nor prevent or hinder Acracy’s (or the End Client’s) full enjoyment of the rights granted under the Contract;
that the means used to perform the Service or produce the Deliverables do not and will not infringe third-party Intellectual Property Rights;
that it has not introduced and will not introduce into the Deliverables any reproduction or reminiscence likely to infringe third-party rights and give rise to claims of plagiarism and/or infringement.

Where the Service Provider involves third parties in producing the Deliverables, without prejudice to its obligations regarding subcontracting, the Service Provider undertakes to obtain from said third parties all licenses and authorizations necessary to allow full exercise of the rights assigned to Acracy under this Article. The Service Provider undertakes to inform Acracy in advance and in writing of any limitations of the authorizations and/or assignments of rights obtained.

Accordingly, the Service Provider shall hold Acracy harmless against all direct or indirect consequences of third-party claims or actions relating to such infringements, whatever the basis, including in particular infringement proceedings, unfair competition or parasitism actions. This indemnity covers any amount payable by Acracy as a settlement indemnity or damages (whether awarded by a court decision, final or not), without prejudice to any damages Acracy may seek.

In the event of any claim, infringement action, or allegation brought against Acracy, its successors, distributors, agents, licensees and End Clients relating to the Deliverables, Acracy shall inform the Service Provider without delay. If requested by Acracy, the Service Provider undertakes to assist Acracy in defending the rights of Acracy, its successors, distributors, agents, licensees and End Clients, and shall bear all costs (including court costs and attorneys’ fees) necessary to conduct the action, as well as any damages awarded to the third party.

If an injunction prohibiting use of the Deliverables is issued as a result of an infringement action or third-party claim, the Service Provider undertakes, at Acracy’s option, to obtain from the third party at its own expense the right for Acracy, its successors, distributors, agents, End Clients and licensees either to continue, as applicable, the use and/or commercialization of the Deliverables, or to modify them so that they no longer fall within the scope of the claim, infringement, or allegation.

Article 9: Financial terms

9.1 Price of the Services

The price of the Services is determined by the Parties in each Statement of Work.

The price of the Services corresponds to the sum of:

the price defined in the Statement of Work (based on an average daily rate (“ADR”) to be agreed between the Parties); and
the price of the assignment/license of the Intellectual Property Rights relating to the Deliverables, as negotiated between the Parties upon signature of the Statement of Work.

9.2 Invoicing and payment terms

The Service Provider invoices Acracy for the price of the Services at the beginning of each month for the previous month. Invoices are payable within sixty (60) days from their date of issue.

Prices are exclusive of tax and will be increased by VAT at the rate in force on the invoicing date. Where applicable, the costs and expenses necessary for the Service Provider to perform the Services (including any travel, meals and accommodation expenses) shall be added to the invoice, subject to the End Client’s prior written consent.

The Service Provider’s invoices shall be paid by Acracy to the account whose IBAN has been previously provided by the Service Provider via its Service Provider Account.

In order to simplify the management of the Services, the Service Provider has granted Acracy a mandate to issue, in its name and on its behalf, the quotations and invoices corresponding to the Services performed each month by the Service Provider.

Article 10: Term

These GTC apply for the entire duration of the Services.

The term of each Service is agreed on a case-by-case basis between the Parties and specified in each Statement of Work.

Article 11: Termination

11.2.1 Termination for convenience by Acracy

Acracy may terminate the Service entrusted to the Service Provider for convenience, subject to ten (10) calendar days’ notice.

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

In the event of partial or total non-compliance with the notice period by the Service Provider, the Service Provider shall owe Acracy, as of right and without prior formal notice, a fixed indemnity of one hundred euros (€100) per day of unperformed notice.

11.2.2 Termination for convenience by the Service Provider

If the Service Provider wishes to terminate, for convenience, the Service entrusted to it by Acracy, it must comply with thirty (30) calendar days’ notice.

The Service Provider certifies and declares on its honor that it complies with the legislative and regulatory obligations applicable to it, in particular regarding its tax and social filing and payment obligations.

Upon simple request, and every six months from the date of Acracy’s first request, the Service Provider undertakes to provide Acracy with:

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

Any failure to provide these documents shall result in immediate termination of the Contract, without notice and without compensation.

Article 13: Force Majeure

Neither Party shall be liable and the Contract shall be suspended if performance of the Contract or of any obligation incumbent upon the Parties under the Contract is prevented, limited, or disrupted by 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, shall be relieved from performing its obligations to the extent of such prevention, disruption, or limitation. The other Party shall likewise be relieved from performing its own obligations, within the same limits.

Performance of the affected Party’s obligations shall be postponed by a period at least equal to the duration of the suspension due to force majeure. However, if the interruption due to force majeure exceeds one (1) month (from the date of notification of the force majeure event), the relevant Statement of Work may be terminated as of right and without judicial formality by the non-affected Party, subject to thirty (30) days’ notice notified by registered letter with acknowledgment of receipt to the defaulting Party. Termination will take effect on the day following the expiry of the 30-day period, counted 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 committed, the Service Provider confirms that it is insured with a reputable and demonstrably solvent insurance company, under the forms and conditions required to cover all risks inherent in the exercise of its activity, including those related to performance of the Services. The Service Provider undertakes to maintain such insurance throughout the term of the Contract and for a period of five (5) years following its expiry.

The Service Provider must be able to provide its insurance certificate at any time upon Acracy’s request, and grants Acracy the right to forward it to the End Client where applicable. Any failure to provide these documents may result in Acracy terminating the framework agreement without notice and without compensation.

Article 15: Confidentiality

The Parties agree that Confidential Information originating from the other Party under the Contract shall:

be protected and kept strictly confidential, and treated with the same degree of care and protection as each Party affords to its own Confidential Information;
be disclosed only to those members of its staff who need to know it, excluding any third party whether affiliated or not, and used by such staff solely for the needs of the Services;
not be used, in whole or in part, other than for the needs of the Services;
not be copied, reproduced, or duplicated in whole or in part, except as necessary to perform obligations under the Contract.

All Confidential Information and copies thereof transmitted by one Party to the other remain the property of the transmitting Party. The receiving Party shall have no obligation and shall be subject to no restriction with respect to any Confidential Information it can prove:

was in the public domain prior to disclosure, or entered the public domain after disclosure through no fault attributable to it; or
was already known to it, as evidenced by appropriate documents; or
was lawfully received from a third party, without restriction and without breach of this article; or
results from internal developments undertaken in good faith by staff members who did not have access to the other Party’s Confidential Information; or
the use or disclosure of which was authorized in writing by the originating Party; or
was disclosed pursuant to a law, decree, regulation, or court decision, provided that (i) such disclosure is strictly necessary to comply with said decision or legal/regulatory requirement and (ii) the Party required to disclose promptly informs the disclosing Party as soon as possible so that the disclosing Party may take protective measures where applicable.

It is expressly agreed that the exchange of Confidential Information between the Parties under this article may in no event be interpreted as granting, expressly or implicitly, to the receiving Party any right (by license or otherwise) in inventions, works of authorship, or discoveries to which such Confidential Information relates. The same applies to copyrights or 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 other Party’s prior written consent.

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

All confidentiality obligations described above shall survive for five (5) years after expiry or termination of the Contract for any reason whatsoever.

Article 16: Personal data

In performing the Contract, the Parties may each process, as Data Controller (within the meaning of the Personal Data Rules), Personal Data (within the meaning of the Personal Data Rules) of the other Party and of their possible subcontractors.

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

They undertake in particular to:

collect and process Personal Data in accordance with the Personal Data Rules;
ensure that Personal Data is used exclusively for performing the Services;
not disclose, in any form, all or part of the Personal Data to any persons other than those duly authorized to have access to it;
ensure the effective exercise of the rights of Data Subjects (within the meaning of the Personal Data Rules): right of access, rectification, erasure and objection, right to restriction of processing, 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 on how to process Personal Data are given by one Party to the other.

The Parties shall in no way be considered Joint Controllers or Processors (within the meaning of the Personal Data Rules) of one another.

Article 17: Non-competition

Unless Acracy has given its prior written consent, the Service Provider undertakes, throughout the term of a Statement of Work and for twelve (12) months after its end, for any reason whatsoever, not to directly or indirectly, in any form, perform any freelance assignment, whether paid or unpaid, for the benefit of the End Client or any other company controlled by or controlling the End Client within the meaning of Article L.233-3 of the French Commercial Code, without going through Acracy’s services. These conditions do not apply in the case of hiring as an employee.

Failing this, Acracy reserves the right not to engage the Service Provider for future assignments.

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

Article 18: Miscellaneous

The Contract replaces all prior negotiations, statements and agreements that may have existed previously.

Acracy reserves the right to amend the GTC at any time. Such amendments shall apply only to Services subscribed to and performed after said amendments, unless expressly agreed by the Service Provider.

A Party’s failure to enforce any clause of the Contract shall not constitute a waiver of that clause for the future.

If any provision of the Contract is found to be wholly or partially null or invalid, the validity of the other clauses shall not be affected. The Parties agree to replace, in good faith, any clause or portion of a clause found to be null and void with valid clauses of similar content.

The Service Provider may not assign or transfer to a third party all or part of its rights and obligations under the Contract without Acracy’s prior written consent. Any assignment or transfer of all or part of the rights and obligations under the Contract shall be set out in an amendment to the Contract. Acracy may assign to any third party or contribute to a company the benefits, rights, and obligations arising from the Contract for any purpose, without being required to pay any indemnity to the Service Provider. Acracy shall notify the Service Provider of such assignment by registered letter with acknowledgment of receipt within one (1) month after signature of the assignment of the Contract.

Article 19: Governing law – competent jurisdiction

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

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

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