Terms of Service (Conditions Générales)

TERMS OF SALE AND USE (CGVU)

ARTIFECT – THE GLOBAL IT ORCHESTRATION PLATFORM

Preamble

ARTIFECT, a société par actions simplifiée à associé unique (a French simplified joint-stock company with a sole shareholder), registered with the Nanterre Trade and Companies Register (RCS) under number 948 971 361, with its registered office at 58 rue Gambetta – 92240 Malakoff, France (“ARTIFECT”), publishes a global IT orchestration platform available as a SaaS service from its website, https://www.artifect.io/ (the “Site”), and also provides offline orchestration services.

This solution connects, orchestrates and brings together clients who have a specific need, expressed as additional skills or as the management of technology projects (the “Clients”), and talent, suppliers and technical experts (in engineering, innovation, digital, cloud, cybersecurity, etc.) working as employees, independent contractors or service companies (engineering firms, start-ups, IT services companies, ICT companies, etc.), or seeking employment (the “Experts”), who may carry out the assignment or project proposed by the Client (together, the “Users”). The Users and ARTIFECT are referred to collectively or individually as the “Party” or “Parties”.

Article 1. Definitions

Capitalised terms have the meaning given to them below or directly in the text, whether used in the singular or the plural:

• Application: the personal, customised collaborative space on the Platform that Authorised Users access after logging in with their Credentials.
• Subscription: any type of paid subscription.
• Purchase Order: the document drawn up by ARTIFECT and sent to the Expert (Subcontracting Agreement) or to the Client (Service Agreement).
• Project-Specific Terms: the documents and/or information specific to a Project, including the material sent by the Client to the Expert and the material sent by the Expert to the Client in its Proposal.
• Contract: an employment contract, an internship agreement or any agreement signed between an Expert and a Client.
• Data: the personal data that ARTIFECT may collect in the course of providing the Service.
• Credentials: the login credentials of Authorised Users.
• Milestone: an intermediate stage of the Project giving rise to a delivery, to acceptance by the Client and to invoicing.
• Deliverable: the outcome and/or result of the Project, or of a Milestone, carried out for the Client.
• Platform: the technical infrastructure accessible from the Site, under ARTIFECT's supervision, giving access to the orchestration Service.
• Project: the intellectual-services or IT-integration assignment that the Client wishes to entrust to an Expert through ARTIFECT.
• Proposal: the technical and financial proposal sent by ARTIFECT on the basis of the information provided by the Expert and selected by the Client.
• Service: all the orchestration, matching and administrative-management services provided by ARTIFECT, as described in Article 3.

Article 2. Purpose and Acceptance

2.1. Purpose. These Terms of Sale and Use (the “CGVU”) set out the terms and conditions under which ARTIFECT makes available its orchestration, search and collaboration services (the “Service”) and its Platform.

2.2. Scope and Acceptance. Registering on the Site and using the Platform constitute full and unreserved acceptance of the CGVU by the Users. However, creating an account on the Site is not required in order to use ARTIFECT's services. Where a contract is entered into directly or “offline” (signature of a quotation, a Purchase Order or a Subcontracting Agreement by e-mail or electronic signature), the mere signature of these documents constitutes express, full and unreserved acceptance of these CGVU, which are attached to them or incorporated by reference.

Article 3. Description of the Service

ARTIFECT's orchestration Service makes it possible:

• 3.1. To mobilise Experts with the appropriate skills to carry out intellectual-services Projects (engineering, innovation, digital, cloud, cybersecurity), by appointing ARTIFECT to identify them, monitor the performance of the Project and handle its administrative side.
• 3.2. To connect Clients who need to hire qualified staff as employees with Experts who have the required skills.
• 3.3. For Clients who need administrative management of subcontracting, to appoint ARTIFECT to handle the administrative side (Vendor Management) of Projects for which the Client has already identified the Experts. ARTIFECT handles administrative follow-up and centralised invoicing.
• 3.4. To access the qualified Profiles of the Experts listed on the Platform through a Subscription (Sourcing).
• 3.5. For Experts, to be connected with companies looking for skills, whether for a service engagement or for recruitment.
• 3.6. A “success-based” model for service providers: for Experts and freelance service providers, access to assignment opportunities is entirely free of charge, with no subscription and no entry fee. ARTIFECT is paid exclusively through a management margin or a commission included in the Project Price once the Project has been approved and signed with a Client.

Article 4. Access to and Use of the Service

4.1. Means of access. ARTIFECT's orchestration services can be accessed in two ways:

• Directly (outside the Platform): Users may contract directly with ARTIFECT by signing specific agreements (purchase orders, service agreements), with no obligation to create an account on the Site.
• Through the Platform (online): to use the digital features of the Site (Sourcing, online tracking), Users must register and create an account.

4.2. ARTIFECT reserves the right to accept or refuse a User's registration. ARTIFECT does not guarantee the accuracy or reliability of the information provided by Users.

4.3. Users may request the deletion of their account by sending an e-mail to contact@artifect.io.

Article 5. Availability of the Platform

The Platform is provided as a SaaS service. ARTIFECT cannot be held liable for any unavailability caused by the uncertainties of the Internet or by the maintenance operations required for the proper functioning of the service.

Article 6. Role of ARTIFECT and of the Users

6.1. ARTIFECT provides the Service as an orchestration platform and contractual intermediary.

6.2. The offers available:

• 6.2.1. “FREELANCER / EXPERT” offer: mobilisation of Experts for Projects. ARTIFECT is the Client's sole administrative point of contact. The Project Price is a fixed price and includes the Expert's Price and the price of ARTIFECT's Service.
• 6.2.2. “HIRE” offer: introduction with a view to future employment. ARTIFECT receives a fee calculated as a percentage of the gross annual salary (or a flat fee for internships).
• 6.2.3. “GLOBAL / ORCHESTRATION” offer: administrative follow-up of Projects with Experts already identified by the Client. The Project Price includes the Expert's Price and ARTIFECT's Management Fees.
• 6.2.4. “OPEN” offer: search for Experts through a Subscription taken out by the Client.
• 6.2.5. “FREELANCE SERVICE PROVIDER” offer (Expert access without Subscription): registration is 100% free. ARTIFECT is paid only if a Project is contracted.

6.3. Non-circumvention clause: since access to opportunities is free of charge, Users undertake not to contract directly with each other. If, within 24 months following an introduction made by ARTIFECT, the Client enters into a direct contract with the Expert, the Users shall be jointly and severally liable for a lump sum of €25,000 excluding VAT, plus 200% of the total amount of the contracts signed directly.

6.4. Contracting of Projects (cascade / back-to-back model): once a Project has been approved, ARTIFECT's orchestration takes the form of two separate but interdependent agreements:

• A Service Agreement (Client Purchase Order): entered into between the Client and ARTIFECT.
• A Subcontracting Agreement (Expert Purchase Order): entered into, as a mirror agreement, between ARTIFECT and the Expert.

The Expert acts as an independent subcontractor of ARTIFECT. There is no relationship of subordination and no direct contractual relationship between the end Client and the Expert.

Article 7. Prices and Invoicing

7.1. Invoicing model: the Proposal includes the Project Price (paid by the Client), which is broken down into the Expert's Price and ARTIFECT's orchestration fees. ARTIFECT is the Client's sole point of contact for setting the overall Project Price, and the Expert's sole point of contact for setting the Expert's net Price.

7.2. Conditional payment clause (“pay-when-paid”): unless a specific payment schedule is set out in the Purchase Order, the amounts owed by the Client to ARTIFECT are payable within 30 days of the invoice date. As regards the Expert's remuneration, the Parties expressly agree to a conditional payment clause. Payment of the invoices issued by the Expert to ARTIFECT is strictly conditional upon ARTIFECT's actual receipt, in full, of the corresponding amounts paid by the end Client. In the event of late payment, dispute or non-payment by the Client, the Expert expressly agrees to bear this risk, and ARTIFECT cannot be required to advance the funds.

7.3. Acceptance of Milestones: if, within 7 calendar days of its delivery by the Expert, the Client neither expressly accepts a Milestone nor raises a justified objection to it, the Milestone shall be deemed accepted without reservation.

7.4. Cancellation: if the Client cancels a Project after it has been approved, the Project Price remains due in proportion to the work carried out, plus an administrative fee of €1,500 excluding VAT invoiced by ARTIFECT. In the event of wrongful cancellation by the Expert, the Expert shall be liable for equivalent penalties.

7.5. Tax obligations: the Expert remains fully responsible for its legal and tax obligations relating to invoicing (VAT, returns).

Article 8. Obligations, Liability and Warranties

8.1. General obligations: Users undertake to act in good faith at all times and to hold all the authorisations required to perform their obligations.

8.2. ARTIFECT's liability: ARTIFECT acts as an orchestrator. It may be held liable only in the event of proven fault, and its liability is strictly limited to a maximum of 50% of the amount paid by ARTIFECT to the Expert under the Project concerned.

8.3. Cascade liability and withholding of payment: for Projects in which ARTIFECT subcontracts performance to an Expert, the Expert is solely responsible for any defective work, delays or non-conformities in the Deliverables. If the end Client refuses to pay because of a breach attributable to the Expert, ARTIFECT shall be automatically entitled to suspend payment to the Expert, to cancel the Expert Purchase Order without compensation, and to pass on to the Expert any penalty claimed by the Client.

Article 9. Due-Diligence Obligations (Experts)

On first request, the Expert shall provide ARTIFECT with documentary evidence of its registration (a Kbis company registration extract less than 3 months old), of the filing of its social-security returns and the payment of its contributions (an URSSAF attestation de vigilance less than 6 months old), and any other legal document required by law.

Article 10. Insurance

The Client and the Expert declare that they hold an insurance policy covering the consequences of their professional civil liability. In addition, ARTIFECT holds an insurance policy covering its professional liability as an orchestration platform.

Article 11. Intellectual Property

Use of the Service and payment in full of the amounts due entail the exclusive assignment to the Client of the rights in the Deliverables produced by the Expert. ARTIFECT holds all the operating and intellectual-property rights relating to the Platform and the Site.

Article 12. Confidential Information

Each User undertakes to keep strictly confidential all confidential information of the other User or of ARTIFECT to which it may have access in the course of performing the Project.

Article 13. Personal Data (GDPR)

ARTIFECT collects and processes certain information about Users in strict compliance with the GDPR. Users have a right to access, rectify and delete the Data, which they may exercise by writing to contact@artifect.io.

Article 14. Legal Notice

Information about the website publisher, its publication director and its hosting provider is set out in the Legal Notice, available at any time from the website footer.

Article 15. General Provisions

15.1. Amendments. ARTIFECT reserves the right to amend the CGVU at any time.

15.2. Commercial reference. Users expressly authorise ARTIFECT to use and/or reproduce their company name and logo as a commercial reference.

15.3. Governing law and jurisdiction. The CGVU are governed by French law. Any dispute arising from them shall be submitted to the exclusive jurisdiction of the Commercial Court of Nanterre (Tribunal de Commerce de Nanterre).

15.4. Language. These CGVU are drawn up in French. Any translation is provided for information purposes only; in the event of any discrepancy, the French version shall prevail.

ARTIFECT – 58 rue Gambetta, 92240 Malakoff, France | contact@artifect.io | RCS Nanterre 948 971 361