The platform FLEEXLY is managed by FLEEXLY SRL.

FLEEXLY SRL
Register office : Rue Antoine de Saint-Exupéry, 2 6041 Gosselies
V.A.T. no.: BE 0729.815.726
Company register: 0729.815.726
Email : info@fleexly.com
Available Mon-Fri during normal office hours: 9:00 - 17:00

Foreword

• FLEEXLY SRL is the manager of the Platform, a corporate social network, whose purpose is to promote professional contacts in pharmaceutical, biotechnology and medical device sectors.
• As a contact platform, FLEEXLY links up pharmaceutical, biotechnology and medical device Companies and Freelancers active in these areas. This is notably done via the ability to create a profile, to serve project ads, to bid and to chat..
• For the time being, FLEEXLY SRL makes available FLEEXLY free of charge for both Parties. However, as soon as the relationship between the Company and the Freelancer takes place, FLEEXLY SRL levies a commission on the fees paid to the Freelancer..
• FLEEXLY SRL acts a technical service provider and offers a Software allowing the contact between pharmaceutical, biotechnology and medical device Companies and Freelancer active in these areas. This implies that the Agreement covers certain aspects governing how Users may use the platform, as such use implies a certain form of collaboration between the Parties. However, FLEEXLY SRL is in no way involved in the contractual relationship between the pharmaceutical, biotechnology and medical device Companies and Freelancer.

Article 1. Definitions

1. FLEEXLY: the corporate social network managed by FLEEXLY SRL.
2. Account: the personal interface an User gains through using the Software and which enables him inter alia to access his data, to publish project ads, to apply on project ads, to obtain information on applications, to manage the Software, etc.
3. Advertisement: description of the Freelancer ‘profile sought by the pharmaceutical, biotechnology or medical device Company in the frame of the corresponding Project Ad, posted on the platform.
4. Agreement: these General Terms and Conditions.
5. Company: Pharmaceutical, biotechnology or medical device company which uses FLEEXLY.
6. Indirect damage: Indirect damage refers to the direct consequences of any direct damage, and includes inter alia any financial or commercial loss, any loss of customers or savings, any disturbance to business, any increase in costs and other general expenses, any loss of profit, any loss of brand image, any delay or upheaval in project or business planning, any loss of data and the consequences thereof, etc..
7. Force majeure: Apart from the circumstances generally recognised by law and the courts, the following circumstances are seen as cases of force majeure: amendments to laws and regulations, fire, storms, floods, total or partial strikes by postal, transport and/or telecom workers, lockouts, epidemics, natural disasters, acts of terrorism, wars, electricity surges and shocks, electromagnetic shocks, solar radiation from solar eruptions, failures of cooling systems and IT hardware, bottlenecks and slowdowns of electronic communications networks, computer viruses and hacker attacks, and more generally anything unforeseeable by the Parties.
8. Freelancer: self-employed person or company, usually SME or VSE, providing consultancy services or other similar services usually to companies active within the pharmaceutical, biotechnology or medical device sector.
9. Software: the software provided by FLEEXLY SRL to run FLEEXLY.
10. Party: designates one of the Parties to the Agreement.
11. Parties: the various parties to this Agreement.
12. Project Ad: mission for which a Company is looking for a Freelancer.
13. User: any physical person or legal entity using one of the services provided by FLEEXLY SRL for professional purposes, whether as a Company or a Freelancer.

Article 2. Purpose

1. This Agreement governs the way FLEEXLY SRL provides the services, i.e. basically how the Software is made available to Users.
2. The Agreement also covers certain aspects related to how Users interact with each other when using the Software.
3. Apart from these few specific rules limited to the aspects concerned, the Agreement does not cover the contractual relationship between Companies and Freelancers.
4. The services provided by FLEEXLY SRL and the provision of the Software are solely of a technical nature.
5. The User is free to do what he deems best in managing his professional relationships.

Article 3. Acceptance of the Agreement

1. In creating an Account, the User unconditionally accepts the Agreement and the Data Privacy Policy.
2. Any exemption to the terms of the Agreement requires a written agreement signed by FLEEXLY SRL.
3. As a professional acting within the context of any commercial, (mass or hand) production or profssional activity, the User understands and accepts that he has no withdrawal right, a right accorded solely to Consumers in the sense of the Belgian Business Code (Code de droit économique/ Wetboek van economisch recht).

Article 4. Limitations

1. To register as a User of the Software, a User must be an adult under the law of his country (and always be over the age of 18) and be registered to the VAT.
2. The parents of any minor using the Software will be held criminally and civilly responsible for any damage caused through the use of the Software. They shall compensate FLEEXLY SRL and release it from compensating any third party claiming damages, if need be through court proceedings upholding the rights of FLEEXLY SRL and through bearing all legal costs in advance, including those of technical counsel and lawyer, notwithstanding the possibility of FLEEXLY SRL claiming compensation for its own potential damage.

Article 5. Qualified use of the Software

1. Users shall use the Software and its associated services in a prudent manner, respecting the law, the Agreement and morals.
2. With regard to the relevant aspects of the Agreement, FLEEXLY SRL acts as a hosting Company in the sense of relevant articles of the Belgian Business Code (Code de droit économique/ Wetboek van economisch recht). FLEEXLY SRL thus a priori exercises no control over the content of the User’s profiles, the content of the User’s ads and, broadly speaking, over all information that a User shares. Should FLEEXLY SRL become aware of any illegal activity or any activity contravening this Agreement (or any activity which could be interpreted as such), or should FLEEXLY SRL be the subject of a complaint by a third party or a public authority, FLEEXLY SRL will block access to all information in the profile concerned and will inform the relevant authorities. For this purpose, all data on the User stored by FLEEXLY SRL will be sent to the relevant authorities requesting such.
3. The User concerned shall release FLEEXLY SRL from compensating any third party claiming damages, if need be through court proceedings upholding the rights of FLEEXLY SRL and through bearing all legal costs in advance, including those of technical counsel and lawyer, notwithstanding the possibility of FLEEXLY SRL claiming compensation for its own potential damage.

Article 6. Duration

1. This Agreement is concluded for an indefinite period.
2. Users may terminate it at any time via their Account.
3. In the case of a User terminating his Account, all his data will be stored for a period of three months before being irrevocably deleted. It is the User’s responsibility to previously back up his data.

Article 7. User Account management

1. The User is responsible for ensuring that the information provided on opening or managing an Account is valid and up-to-date.
2. Access to an Account is dependent on a User providing exact identification details, valid VAT number and a valid email address.
3. FLEEXLY SRL reserves the right to refuse access to the Software, to close an Account or to withdraw or edit content in the case of a User (i) breaching any applicable law or any provision of the Agreement, including non-payment of any due invoice and identity theft (including VAT number forgery); or (ii) displaying a behaviour not befitting a prudent professional in the context of the normal use of the service.

Article 8. Users and Ad

1. Any Company wishing to do so may create – within the limits of this Agreement – a project Ad. Thank to this Ad, the Company may present, the minimum qualification, minimum level of experience and specific skills requested and a description of the mission for which such profile is sought (including the probable duration and value of the project).
2. A Freelancer may then apply to the project.
3. Users may negotiate and communicate using Software built-in tools.
4. FLEEXLY SRL does not review the qualification provided by the Freelancer, nor the legitimacy of the Ad or the Company and is not involved in the contractual relationship between the Company and the Freelancer.
5. Users are required to manage their relationship trough FLEEXLY including any project extension and, especially, the Freelancer is required to use the Software to enter its timesheet used to bill its fees. Any failure to do so will result in the resolution of the agreement to the fault of the Freelancer and the Company, who shall both pay to FLEEXLY SRL a lump sum damage of 20.000,00 EUR.

Article 9. FLEEXLY SRL

1. The services provided by FLEEXLY SRL are limited to the provision of the Software and to the hosting of the Software and related files.
2. Unless otherwise agreed in writing, FLEEXLY SRL does not provide any technical or development services in relation to the Software.
3. FLEEXLY SRL does not provide and does not guarantee:
1. permanent access to the Software and thus to the Ads. These may be temporarily unavailable, especially in the case of maintenance operations;
2. the appropriateness of the Software in respect of the User’s specific needs (it is up to the User to analyse his specific needs);
3. commercial success and profitability;
4. the cooperation and mutual trust between the Company and the Freelancer in the context of their individual contractual relationships;
4. Despite all due care, given the diversity and complexity of the different legal systems potentially involved, FLEEXLY SRL does not guarantee the legal compliance of its Software and/or of any potential information (template contracts, explanations of taxes, etc.) it may provide, especially with regard to social law or distance contract obligations. It is up to each User to keep a professional eye on such aspects and, where necessary, to take advice from an expert.
5. In the context of a contract between Users, FLEEXLY SRL shall levy a commission on the Freelancer’s fee. This commission is charged through the Software. Below a summary of all fleexly's fees.

Article 10. Liability

1. Generally speaking, FLEEXLY SRL obligations are obligations of means.
2. FLEEXLY SRL shall not bear any liability for any inconvenience or damage inherent to the use of the Internet, in particular service interruptions, hacking or the presence of viruses, attempted scams through phishing or other methods, misuse or theft of information, or anything classified as force majeure.
3. FLEEXLY SRL shall not bear any liability for any lack of compatibility between the User’s IT installation (hardware, software, connection) and the Software. A User has to check hardware / software compatibility before using the Software.
4. FLEEXLY SRL shall not bear any liability for any bodily or material damage incurred through the improper/inappropriate use of the services or products provided by FLEEXLY SRL.
5. Whatever the service or product provided by FLEEXLY SRL, the latter shall not bear any responsibility for:
1. any Indirect Damage;
2. insufficient User collaboration in the execution of the Agreement;
3. any case of Force majeure;
4. any temporary or prolonged unavailability of the Software;
6. In any event, FLEEXLY SRL liability is limited to the amounts paid by the User to FLEEXLY SRL in the last 6 months.
7. any event, FLEEXLY SRL’s liability is limited to the ceiling of its insurance policy.
8. Details of FLEEXLY SRL insurance policy is available upon customer request.

Article 11. Payment and invoicing

1. FLEEXLY SRL invoices are payable in full without discount.
2. Any invoice unpaid on its due date will be subject ipso jure to interest of 12% p.a. and a flat-rate charge equivalent to 10% of the amount invoiced (minimum EUR 40) to cover the administrative costs related to the delay.
3. The User explicitly consents to FLEEXLY SRL’s possible use of electronic invoicing.

Article 12. Service level

1. FLEEXLY SRL will do everything possible to ensure the proper functioning of and access to the Software on a 24/7 basis.
2. However, the User understands and accepts that the Software may become temporarily unavailable for technical reasons, in particular in the event of updates or maintenance.
3. The User is responsible for the security and confidentiality of his Accounts, his terminals, his passwords and his Internet connection.
4. The User is responsible for all activity emanating from or by means of one of his Accounts.
5. In the case of an IT problem affecting the hosting of the Software and the related files, FLEEXLY SRL will do everything possible to restore a previous version of the Software and the files. The User should however regularly back up his own files using state-of-the-art procedures.

Article 13. Payment services

1. The security of electronic payments and the proper execution of payment orders is the exclusive responsibility of the financial institutions managing such transfers.
2. FLEEXLY SRL cannot be held responsible for any damage resulting from an error, omission, failure, malfunction or wrongdoing not directly attributable to it.
3. The User has to take note of the terms and conditions and liability limitations applicable to the payment services he uses.
4. The online payment module is managed by a specialist partner. For more information on the level of security offered by this service provider, please check the provider website.

Article 14. Amendments to the Agreement

1. FLEEXLY SRL reserves the right to amend the Agreement at any time, subject to previously notifying Users by email.
2. In the case of an important amendment to the Agreement, a User may terminate the Agreement without charge, subject to notice of his intention to terminate the Agreement being given within 15 calendar days of the amendment. A User cannot claim compensation when the Agreement is terminated for this reason, notwithstanding the User’s right to claim the reimbursement of any amounts paid for coming periods, for example for hosting.
3. Any price modification less than 10% of the initial price is not considered as an important amendment to the Agreement.
4. In case of absence of reaction to the update within 15 calendar days, a User is deemed to have accepted the new Agreement.
5. FLEEXLY SRL reserves the right to terminate the Agreement at any time, subject to Users being notified by email at least one month in advance. A User cannot claim compensation when the Agreement is terminated for this reason.
6. Upon written request of an User including sufficient proof of identity, FLEEXLY SRL will provide the User with a data export. Files will be exported unchanged, but the export of the data itself will be in the form of an unstructured flat file.

Article 15. Software modifications

1. FLEEXLY SRL may modify the Software at any time and may add or remove certain functions.
2. FLEEXLY SRL will notify Users of the most important modifications by email or by a banner displayed on a User’s Account.
3. In the case of a major modification to the Software, a User may terminate the Agreement without charge, subject to notice of his intention to terminate the Agreement being given within 15 calendar days of the software modification. A User cannot claim compensation when the Agreement is terminated for this reason, notwithstanding the User’s right to claim the reimbursement of any amounts paid for coming periods, for example for hosting.
4. On not reacting to the information on the update within 15 calendar days, a User is deemed to have accepted the new Agreement.
5. In any event, FLEEXLY SRL will offer Users a possibility to export their data. Files will be exported unchanged, but the export of the data itself will be in the form of an unstructured flat file.

Article 16. Subcontracting

1. FLEEXLY SRL may resort to subcontracting in the execution of its services.

Article 17. Interpretation of the Agreement

1. Unless stated otherwise, plurals encompass singular and vice-versa.
2. Terms not explicitly defined are to be understood in their usual meaning.
3. The Agreement is interpreted strictly in favour of FLEEXLY SRL.
4. Unless stated otherwise, any lists in the Agreement are never exhaus@tive.

Article 18. Data privacy

1. FLEEXLY SRL is concerned about protecting the privacy of its Users.
2. FLEEXLY SRL processes the personal data of its Users in accordance with the Data Privacy Charter to which Users are bound on accepting the Agreement.
3. The Data Privacy Policy can be viewed via this link.

Article 19. Evidence/proof

1. The Parties expressly agree to accept electronic documents as evidence/proof.
2. The entire process of ordering or creating an Account is proof of the User’s acceptance of the Agreement and/or the placing of the order.
3. The logs of a User’s connections and visits, as well as the information provided by the User, will be considered to have probative force between the Parties.

Article 20. Intellectual property of FLEEXLY SRL

1. The Software, its source code, its design, its layout, the texts and images it contains, the related databases (both their content and their structure); fleexly.com website, its source code, its design, its layout, the texts and images it contains, the related databases (both their content and their structure); FLEEXLY SRL’s brands, Company name, domain names, etc. are protected by the intellectual property rights held by FLEEXLY SRL.
2. The provision of the Software is to be seen as a provisional use licence, within the limits of the normal, prudent and non-exclusive use of the Software granted to Users. This licence is dependent on the User complying with the terms of this Agreement and the payment of the invoices sent out by FLEEXLY SRL. It may be interrupted without notice in the case of a breach of the Agreement or any delay in payment. This license does not constitute any assignment of rights in favour of the User.
3. The User undertakes not to infringe FLEEXLY SRL’s proprietary and intellectual rights regarding the Software and all other items protected by intellectual property rights held by FLEEXLY SRL, and to take the necessary measures to ensure that FLEEXLY SRL’s rights are respected by the persons he is involved with.
4. A User may not copy, reproduce, re-display, modify, transfer, publish, adapt, distribute, disseminate, licence or sell, on whatever medium, or exploit in any way all or part of the items protected by intellectual property rights held by FLEEXLY SRL.
5. Any breach of these obligations by a User will be subject, ipso jure and without prior notice, to a penalty payment equivalent to 10 times the amount billed in the current year, without prejudice to FLEEXLY SRL’s right to claim higher compensation when justifiable and without prejudice to the rights of any injured third parties to sue independently of FLEEXLY SRL.
6. FLEEXLY SRL further reserves the right to initiate legal proceedings in the case of infringement.

Article 21. Entirety

1. Unless otherwise agreed in writing, the Parties agree to exclude all other agreements or contractual terms and conditions, including those communicated by post, email or in the small print of any other document, including those not explicitly contested by FLEEXLY SRL.

Article 22. Termination in the case of misconduct

1. In the case of a User’s misconduct, for example a breach of this Agreement, FLEEXLY SRL may choose between:
1. Contacting the User and requiring him to comply with the provisions within a given timeframe;
2. Temporarily suspending access to the Software in the case of continuing misconduct after notice has been given, or in the case of the rights of third parties seeming to be injured;
3. Permanently suspending access without prior notice in the case of serious and proven misconduct.
2. In the case of this Agreement being terminated in the grounds of User misconduct, the latter cannot claim compensation.

Article 23. Nullity

1. Should any article of this Agreement be considered illegal, invalid or inapplicable, in whole or in part, on account of any applicable law or court ruling, this article shall be considered as not being part of this Agreement, without the legality, validity or applicability of the Agreement’s remaining articles being affected.
2. Each Party shall do everything possible to immediately negotiate a valid replacement article preserving, as far as possible, the economic balance and the intention of the Parties as evidenced by the deleted article.

Article 24. Language of the Agreement

1. The Agreement’s language is English.
2. The translations are solely for information purposes.
3. In the case of any difference or contradiction between the English version and its translations, the English version shall take precedence.

Article 25. Dispute resolution

1. The Parties shall attempt to resolve any dispute over the terms of the Agreement amicably.
2. If no agreement can be reached, any dispute arising from the Agreement must be referred to the Courts of Hainaut - district of Charleroi.
3. Proceedings will be conducted in French, irrespective of the contract’s language

Article 26. Applicable law

1. Belgian legislation applies to the interpretation and execution of this Agreement. No other legislation may apply.