C. Freelancing Service

The “Freelancing Service” is the service performed by the Freelance Expert directly to the Client.

During the course of the project, the Freelance Expert shall:

• Perform the Freelancing Services with due care, skill and using the full extent of his capabilities with the aim of fully satisfying the Client.
• In the case of daily-based freelancing, regard the working hours per day as an approximate goal, and expend such time as is necessary to successfully complete the project.
• In the case of milestone-based or project- based work, ensure that the milestones are met by the agreed deadlines, and executed to the satisfaction of the Client.

  If the Freelance Expert is unable to provide his services due to illness or injury, he will promptly inform the Client and PHARMATCH of this fact. Insofar as no project work is carried out, no fee is payable.

D. Freelancing Contract

The “Freelancing Contract” is the contract directly made between the Client and the Freelance Expert regarding the content, terms & conditions of the “Freelancing Service”. This contract is not mandatory but can complement PHARMATCH Terms & Conditions. The “Freelancing Contract” can come from the Client, from the Freelance Expert or from PHARMATCH. 

In any case, the “Freelancing Contract” must mention that invoicing and payment will be managed by PHARMATCH. Indeed, PHARMATCH will sign an invoicing mandate with the Freelance Expert and will be able to invoice the Client on the behalf of the Freelance Expert. After having received the payment from the Client, PHARMATCH will then pay the Freelance Expert.

PHARMATCH can provide a contract template but does not intervene in the final content and conditions of this “Freelancing Contract”. PHARMATCH has NO responsibility regarding the Freelancing Contract excepted for invoicing and payment conditions.

In any case, Freelance Expert and Client must forward the “Freelancing Contract” to PHARMATCH so that PHARMATCH can ensure Invoicing & Payment conditions are fine and in line with hereby Terms & Conditions.

Extra-service: Tailor-made Freelancing Contract

On a case-by-case basis and for an additional fee to be negotiated with PHARMATCH legal partner, PHARMATCH can provide through its legal partner a tailor-made Freelancing Contract allowing the Freelance Expert to conclude the contract with the Client in the safest possible way. In that case as well, PHARMATCH will not be responsible of the final content and what has been concluded between the Client and the Freelance Expert. PHARMATCH and its legal partner are only providing the best possible framework allowing the Client and the Freelance Expert to conclude a Freelancing Contract.

No Freelancing Contract

Please note that if no “Freelancing Contract” is concluded between the Client and the Freelance Expert, the conditions of the quote made by the Freelance Expert to the Client and PHARMATCH Terms & Conditions will apply by default.

E. MatchMaking Process

ONE-SHOT OFFER (On-demand)

The Client informs PHARMATCH of project vacancies. PHARMATCH then searches for suitable Freelance Experts based on the Freelance Expert profiles, and requests them to apply for the specific project. In such an application, the Freelance Expert authorizes PHARMATCH to negotiate and facilitate the discussion with the Client. For this purpose, PHARMATCH requires the following information and specifications:

• The identity of the Freelance Expert
• The Freelance Expert’s experience, training and qualifications
• The minimum hourly or daily rate (which, depending on the project request, can include or exclude travel expenses)
• A short pitch explaining why the Freelance Expert is a good fit for the project                    

PHARMATCH then submits an offer to the Client with the following information:

– the identity of the Freelance Expert

– the Freelance Expert’s experience, education and qualifications

– the Freelance Expert’s fit with the project

– the total budget composed of the Freelancing Service Fee (i.e. Freelance Expert’s rate including or excluding travel costs or expenses) and the PHARMATCH Fee.

Subsequently, the Client, within five days, either accept the proposal or make a counteroffer (e.g. with an amended budget). PHARMATCH may accept the counter offer within a further five days, subject to the consent of the respective proposed Freelance Expert.

When the Freelance Expert is selected by the Client (agreement from the Client by email to PHARMATCH or selection through pharmatch.co) and when the Freelance Expert accepts to work with the Client (agreement from the Freelance Expert by email to PHARMATCH or through pharmatch.co), the Client must:

• If considered as needed by the Client, conclude a complementary contract directly with the Freelance Expert and send it to PHARMATCH (i.e. “Freelancing Contract”)
• Pay the Fees to PHARMATCH:

– “Freelancing Service Fee” as defined with the Freelance Expert. Once payment made, PHARMATCH will then transfer the “Freelancing Service Fee” to the Freelance Expert

– « PHARMATCH Fee » of 18% (or approximately 20% for North American and non-€ Clients) of the total daily rate (excluding VAT) (but at least 150 euros per day).

The consent of the Freelance Expert is legally binding. Should the Freelance Expert withdraw his consent to the project after the initial consent of all Parties (including verbal) and in compliance with all parameters of the service offer (e.g. start date, Freelance Expert rate or content), PHARMATCH reserves the right to claim damages in the amount of lost project revenue.

POOL OFFER (Full Access to the pool of experts)

After annual customized subscription (fixed annual amount for unlimited sourcing + discounted “PHARMATCH Fee” for optional matchmaking & administrative services) to pharmatch.co, a Client can directly access the whole database (including profile details informed by Freelance Experts) in total autonomy without the support of pharmatch.co for the MatchMaking process. 

See POOL OFFER specific general conditions. 

F. Fees and Invoicing

PHARMATCH signs an invoicing mandate with the Freelance Expert. This invoicing mandate will allow PHARMATCH to invoice the Client of the behalf of the Freelance Expert so that the Client only has a single invoice / payment to manage including both “Freelancing Service Fee” and “PHARMATCH Fee”. Client will pay PHARMATCH and when payment will be received by PHARMATCH, PHARMATCH will then pay the Freelance Expert.

“Freelancing Service Fee” comprises the Freelance Expert’s remuneration and any potential expenses of the Freelance Expert needed to perform the service (e.g. travel costs, accommodations).

“PHARMATCH Fee” applies to MatchMaking and Invoicing management services. The “PHARMATCH Fee” applies on the number of days or hours of Freelancing Services provided and the agreed daily or hourly rates.

The “Fees” (“Freelancing Service Fee” and “PHARMATCH Fee”) must be paid by the Client to PHARMATCH within 30 days maximum from invoicing made by PHARMATCH. PHARMATCH will invoice the Client every month or at each pre- defined milestone of the Freelancing Service after validation by the Client of the timesheet / activity report filled by the Freelance Expert. Once the payment from the Client will be received by PHARMATCH, PHARMATCH will pay the Freelance Expert  as shortly as possible and within 30 days maximum.

Note : PHARMATCH has launched the PHARMATCH “FLASH PAY” service which is a cash advance system allowing to pay the Freelance Expert directly at timesheet / activity report validation without waiting payment from the Client & without any extra-cost for the Freelance Expert. This service is not set by default & is subject to Client eligibility & PHARMATCH decision on a case-by-case basis.

PHARMATCH has no responsibility if Client does not want to pay because insolvent or any other reasons. In this particular case, the Freelance Expert will not receive remuneration from PHARMATCH. This will be the responsibility of the Freelance Expert to directly find an agreement with the Client.

In order to record the Freelancing Service hours, days or milestones, the Freelance Expert shall enter them into time record sheets (activity tracker). The Freelance Expert send the activity tracker to the Client while keeping PHARMATCH in the loop (e.g. email with PHARMATCH in copy). The Client has seven days to review the times or work claimed. If the Client does not object to the claims within this period, the times or work claims are considered to have been accepted. PHARMATCH shall invoice the resulting amount to the Client on a monthly or milestone basis. PHARMATCH has no liability if Client and Freelance Expert do not agree on the timesheet, Client and Freelance Expert must find themselves an agreement.

Please also note that all payments will be made by default in euros (€): payments from Client to PHARMATCH and from PHARMATCH to Freelance Expert. It will be possible to pay in another currency if Client and Freelance Expert are accepting the same currency.

Please note that if exceptionally a “sub-contracting” model is set (i.e. Client is contracting with www.pharmatch.co & www.pharmatch.co is sub-contracting with Freelance Experts for a specific mission), “PHARMATCH Fee” could be higher than +18% (i.e. not limited) as www.pharmatch.co would be taking more responsibility).

G. Invoicing Mandate

By accepting the herein Terms & Conditions, The Freelance Expert agrees the Invoicing Mandate presented in Annex 1. The invoicing mandate give the permission to PHARMATCH to invoice the Client on the behalf of the Freelance Expert so that the Client only have one invoice including the “Freelancing Service Fee” and “PHARMATCH Fee” to manage. It also helps the Client to centralize invoicing for every Freelance Experts onboarded through PHARMATCH.

H. Anti-circumvention Provision

As soon as he has been nominated by PHARMATCH to the Client for a specific project, and for a period of up to 18 months after the end of the project, the Freelance Expert may not accept a request or offer from a Client directly or indirectly in circumvention to his account or to the commission of PHARMATCH, or use such a request or offer as an occasion for further negotiations for the provision of services to or acceptance of a permanent position with the Client or with the Client’s customers. If the Freelance Expert violates this provision, he is obliged to pay PHARMATCH a contractual penalty in the amount of twice the usual total fee of the respective project/permanent position (plus VAT if applicable); PHARMATCH reserves the right to assert further claims for damages.

For the period of the freelancing engagement and for up to 18 months after the end of the Freelancing Contract, the Freelance Expert is obliged to inform PHARMATCH of all prospective and all concluded contracts directly or indirectly attributable to his user account or the assignment from PHARMATCH. This includes the compensation details of contract offers and financial statements for all initial, repeat and end-to-end consultancies, as well as for permanent employment as an employee of PHARMATCH’s clients or customers of such clients involved in mediating the engagement.

In the event of a circumvention situation, PHARMATCH reserves the right to exclude the Freelance Expert from the PHARMATCH service, in parallel with pursuing their financial claims.

I. Permanent Employment of a Freelance Expert

If the Client wishes to permanently employ a Freelance Expert provided or presented by PHARMATCH in the protection phase, the Client must pay PHARMATCH a commission fee equal to 20% of the Freelance Expert’s gross annual salary within 30 days of commencement of employment (plus VAT if applicable) with a minimum of 5000€ (excluding VAT) per recruitment. In the case of a variable salary component, the target bonus of the first year is added to the gross annual salary of the Freelance Expert in the commission calculation. In the case of an exclusive assignment, the parties agree on a separate commission.

J. Liability and Indemnity

Whether the Client and the Freelance Expert enter into an employment relationship, PHARMATCH is not responsible for the consequences under civil, public and criminal consequences of such an engagement.

PHARMATCH and its legal representatives and vicarious agents are not liable for damages caused by or in connection with the performance of obligations under these Terms & Conditions. This limitation of liability does not apply to damages resulting from injury to life, body or health, which are based on an intentional or negligent breach of duty or otherwise on the deliberate or negligent conduct of PHARMATCH or one of its legal representatives or agents;

a) Which are based on an intentional or grossly negligent breach of duty or otherwise on intentional or grossly negligent conduct by PHARMATCH or one of its legal representatives or vicarious agents;

b) Which are based on a breach of duty by PHARMATCH or one of its legal representatives and vicarious agents regarding essential contractual rights and obligations which are essential for the proper performance of the contract and which endanger the achievement of the purpose of the contract (cardinal obligations).

The liability of PHARMATCH and its legal representatives and vicarious agents under the Product Liability Act remains unaffected by the limitation of liability.

K. Copyright

The Freelance Expert guarantees PHARMATCH that:

He neither has nor shall in the future transfer the rights of the work product created during the Freelancing Service to third parties other than the Client;

The work product is his own creation, and has not been copied from third parties;

Insofar as is known to him, the use of the work does not violate the rights of any third parties;

No additional fees or other compensation shall be payable for the complete transfer of rights to the Client except as set forth in this Agreement.

L. Confidentiality

The Freelance Expert acknowledges that he will have access to « Confidential Information » before and during the course of the Freelancing Service.

For the purposes of this arrangement, « Confidential Information » shall mean any information provided to the Freelance Expert by PHARMATCH or the Client (whether orally, electronically, in writing or in any other form). Confidential information includes, but is not limited to, information about the project (such as project content, objectives, approach), project briefing, tasks the Freelance Expert should perform, the content of the Freelance Expert-Client relationship, the strategies of the Client or the Client’s clients, methodologies, processes, analysis and all information on recruitment, payment and integration of external employees. Further, confidential information includes the identity of the Client and its clients, and any other information about the Client and client of the Client, unless that information is publicly available. Especially confidential is the fact that the Client is seeking Freelance Experts, and that PHARMATCH was commissioned by the Client.

If the Freelance Expert is unsure which information is not counted as « Confidential Information » within the terms of this Agreement, he must contact the Client and obtain its binding opinion.

Under no circumstances may the Freelance Expert disclose confidential information to third parties, either during or after the completion of the project. In addition, at any time during the project, the Freelance Expert will, at the request of the Client or PHARMATCH, return all materials with confidential information in his possession to the Client.

In addition, the Freelance Expert agrees to obtain the prior written consent of the Client before accepting work; during the course of, and within the first 12 months after completing a project, either personally or through third parties; on the client’s immediate business for a Client competitor or even to compete with the Client.

PHARMATCH may provide unaudited reviews of the Freelance Expert for its performance by former Clients for future Clients.

M. Duration and Termination

The Freelancing Service begins on the starting date as agreed in the “Freelancing Contract” or in the quote. The Freelancing Service continues until the earlier occurrence of one of the following events:

• The agreed ending date (including any amended ending date that may be or has been adjusted by agreement of all involved Parties by email or telephone call (i.e., the respective Client, Freelance Expert and PHARMATCH).
• Termination by the Client in writing without specification of reason and with a notice period of 2 weeks. In this case, non- cancellable travel bookings or cancellation costs are to be borne by the Client on evidence of the Freelance Expert.

  In addition, the Parties may terminate this agreement in writing with immediate effect in the event of material breach of duty by the other Party. This includes any and all behaviour that could negatively affect a Party’s reputation, and in particular if:

• A Party seriously violates the terms of the Freelancing Contract, or continues in such a violation;
• A Party is prosecuted or convicted of a criminal offense;
• The Freelance Expert does not meet the minimum requirements for the professional service provision.

  After completion of a Freelancing Service, the Freelance Expert is obligated to promptly:

– Hand over all relevant property and all confidential information of the Client to the Client, and

– Irretrievably delete or destroy all information related to the exact contents of the project (whether in writing, or on magnetic or optical storage media).

N. Applicable Law & Jurisdiction

The contractual relationship shall be governed by the laws of France, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

The place of jurisdiction shall be Lyon, France.

O. Contractual Amendments and Collateral Agreements

These terms, including their Annexes, comprise the complete agreement between the Parties, and replace any and all previous written and oral designs, agreements, and arrangements between them.

PHARMATCH reserves the right to amend these terms. By continued use of PHARMATCH’s services, the Freelance Expert agrees to such amendments. Insofar as an amendment is a material amendment with significant effects, PHARMATCH must provide reasonable advance notice of the change.

P. Severability Clause

Should any of the above provisions be found to be legally invalid, this shall not result in the invalidity of the remaining provisions. Rather, the invalid provision shall be replaced by a valid provision reflecting the economic intent of the invalid provision.

Q. Relationships

In performing the “Freelancing Service” and benefiting from “PHARMATCH Service”, Freelance Expert is acting as an independent contractor and NOT as a servant or agent or employee of Client and PHARMATCH.

Freelance Expert’s relationship to PHARMATCH under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between PHARMATCH and any of Freelance Expert’s employees or agents. Freelance Expert is not the agent of PHARMATCH and is not authorized, and must not represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of PHARMATCH.

R. Terms

These Terms & Conditions are entered into as of date of signature (or registration through pharmatch.co)by and between the Freelance Expert and PHARMATCH without time limits unless earlier termination in accordance with Freelance Expert or PHARMATCH written explicit request (or unsubscription from pharmatch.co).

S. Miscellaneous

– Taxes. Freelance Expert is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of any potential fees to PHARMATCH under this Agreement, and agrees to do so in a timely manner (e.g. VAT, withholding tax).

– e-Signature. All documents (e.g. contracts, invoicing mandate, NDA, timesheets) to be signed between the Client, the Freelance Expert and PHARMATCH will be signed online through PHARMATCH signature partner system (e.g. Yousign).

– Transparency. The Freelance Expert shall not disclose that the Client has retained Freelance Expert to provide the “Freelancing Service” without the prior written consent of the Client.

– Personal Data / GDPR. The Parties agree to comply with all applicable data protection laws and regulations as amended from time to time, in particular the EU Regulation 2016/679 on the protection of natural persons about the Processing of Personal Data and on the free movement of such data (i.e. the “GDPR”).

– Indemnification. Freelance Expert agrees to indemnify, defend and hold Client (including all its officers, directors, employees, contractors and agents) harmless from and against any and all claims, demands, causes of action, damages, liabilities, losses, costs and expenses, including attorneys’ fees (collectively, the “Claims”), arising out of, incident to, or resulting directly or indirectly from performance of any of the Freelancing Service by Freelance Expert (including but not limited to Freelance Expert’s employees and sub-contractors), or from the breach by Freelance Expert of its warranties, representations, covenants and obligations, except to the extent that such Claims were caused by the gross negligence of Client.

– Adverse Events. Freelance Expert undertakes to inform Client of any report of an Adverse Event or Product Complaint.

– Professional Insurance. Freelance Expert represents and warrants that it has and will maintain appropriate and adequate insurance to cover claims or damages for which it shall be liable under the terms of this Agreement.

– Reward Program. Working as a peer-to-peer network, we reward people 1000€ per deal they provide to the community. Deal can be either “recruitment need / project” from their network or “relevant profile” from their network matching with our current openings. To be considered, the match must be effective and Client must pay the full due amount. Payment will be made within 30 days after receiving the full payment from the Client.

In witness whereof, this Agreement is hereby executed to be made effective as of the Date of signature or online acceptance (typeform or pharmatch.co).

ANNEX 1: INVOICING MANDATE

This Invoicing Mandate is made between:

– The company AB Research SASU representing PHARMATCH, a French simplified single shareholder company with a capital located at 4 rue de la République 69001 Lyon, France and registered under RCS number 853 792 612 00022 (hereinafter called « PHARMATCH »).

AND

Except for terms expressly defined hereunder, terms beginning with a capital letter have the meaning given to them in the PHARMATCH’s User Terms as previously accepted by the Freelance Expert.

The “PHARMATCH Service” is the service performed by PHARMATCH which mainly consists of matching projects from Clients with relevant Freelance Experts (i.e. matchmaking), managing invoicing and payment.

The “Freelancing Contract” is the contract directly made between the Client and the Freelance Expert regarding the content, terms & conditions of the “Freelancing Service”.

The “Invoicing Mandate” is the document signed between the Freelance Expert and PHARMATCH allowing PHARMATCH to invoice the Client on the behalf of the Freelance Expert through the platform (hereby document).

The “Direct Debit Mandate” is the document signed between the Client and PHARMATCH or its partners partners (“PSP”, “Factor”) allowing PHARMATCH to directly pay the Freelancer after validation of the timesheet thanks to a direct debit on Client specific account or through an escrow account.

The “Credit Mandate” is the document signed between the Client and PHARMATCH or its partners (“PSP”, “Factor”) allowing PHARMATCH to directly pay the Freelancer after validation of the timesheet thanks to cash advance made possible by a credit granted to the Client.

“PHARMATCH Fee” is the fee the Client must pay to PHARMATCH for the “PHARMATCH Service”.

“Freelancing Service Fee” is the fee the Client must pay to Freelance Expert for the “Freelancing Service”. This fee can also include pass-through costs (e.g. accommodation, travel).

“Fees” include both “Freelancing Service Fee” and “PHARMATCH Fee” the Client must pay.

“PSP” is PHARMATCH partner allowing PHARMATCH to manage payments (i.e. Payment Service Provider) (e.g. Mangopay)

“Factor” is PHARMATCH partner allowing PHARMATCH to suggest a Credit option to Client and therefore cash advance to pay Freelance Expert (i.e. Client keeps its internal payment process & timelines) (e.g. TermsTech)

“Site” is the platform www.pharmatch.co

“Content”:all information or media of any kind (texts, images, videos, photographs, comments, notes, company names… etc.) published by the User on the Site.

“Invoice”: means the Freelancer’s invoice relating to a specific Task carried out for a Client through the Site.

II – Purpose of the Mandate

The Freelance Expert grants to PHARMATCH who accepts, a mandate to establish in its name and on its behalf, all original and/or correcting Invoices, relating to the Tasks carried out for Clients by the Freelance Expert through the Site.

This Mandate is made in accordance with applicable law, and in particular, the provisions of article 1984 of the Civil Code and articles 242 nonies A-I and 289 I-2 of the General Tax Code.

III – Duration of the Mandate

This Invoicing Mandate commences on the date of its acceptance by the Freelance Expert.

It is concluded for an indefinite period.

The Freelance Expert agrees that for the duration of this Invoicing Mandate, it shall not appoint another agent or representative to carry out the same operation and role in relation to Tasks undertaken by it through the Site.

The Freelance Expert may at any time revoke or terminate this Invoicing Mandate, without having to provide for any reason, by notifying PHARMATCH by registered letter with an acknowledge of receipt.

In this regard, it is reminded that one of the conditions for the use of the Site is the entering into this Invoicing Mandate. Consequently, if this Invoicing Mandate is revoked, then the Freelancer Expert’s account on the Site will be closed.

Reversely, this Invoice Mandate will terminate if the Freelance Expert’s account on the Site is closed for any reason whatsoever.

IV – Compensation

This Invoicing Mandate being part of the services provided by PHARMATCH to the Freelance Expert & to the Client through the Site, the consideration for the services is included in the PHARMATCH Fee.

V – Obligations of PHARMATCH

PHARMATCH undertakes to issue invoices in the name and on behalf of the Freelance Expert, in accordance with the information given by the latter.

Invoices will be issued as soon as the completion of the Freelance Expert’s Task is approved by the relevant Client and will be addressed to the Client directly by electronic means.

PHARMATCH also submits to the Freelance Expert simultaneously a copy of all Invoices issued in the Freelance Expert’s name and on its behalf.

PHARMATCH undertakes to the Freelance Expert that all Invoices are marked « Invoice issued by [AB RESEARCH operating PHARMATCH], in the name and on behalf of [legal name/company name of the Freelance Expert]. »

In the event that the Freelance Expert requests a change to the Invoice, PHARMATCH agrees to issue without delay the rectified invoice.

PHARMATCH undertakes to use a sequence of chronological and continuous Invoice numbers, separate for each Freelance Expert; or adopt the numbering that the Freelance Expert so prescribes, so that the Invoices be integrated in the chronological and continuous invoice numbering used by the Freelance Expert in respect of the other invoices it issues itself.

VI – Obligations of the Freelance Expert

The Freelance Expert acknowledges that it retains full responsibility for its legal and tax obligations relating to the invoicing of or rectification of Invoices issued in its name and on its behalf by PHARMATCH, including its declaration and payment of VAT obligations.

In particular, the Freelance Expert is solely responsible for determining the rules applicable to billing and to communicate all information required to PHARMATCH so that it can issue Invoices in accordance with all applicable laws – these rules depending on where the services are deemed to be performed.

Similarly, the Freelance Expert agrees that it remains liable for any VAT due as the case may be, when it is incorrectly charged.

Consequently, the Freelance Expert expressly agrees to:

– communicate to PHARMATCH a full and accurate list of information to be provided on such Invoices as required by applicable law;

– pay the tax mentioned on the Invoices issued in the name of the Principal and on its behalf to the tax authority (e.g. « Trésor Public » in France);

– immediately request a copy of the Invoice in case it has not already been made available to it by PHARMATCH pursuant to the timeframe and the conditions of this Invoicing Mandate;

– report immediately to PHARMATCH, any changes to the details relating to the identification of its company.

The Freelance Expert shall challenge theinformation contained in the Invoice issued in its name and on its behalf and request correction to PHARMATCH within 3 days; failing which, the Invoices will be deemed to be accepted by the Freelance Expert.

VII – Modifications

Any modification to this Mandate shall be made in the same form by any authorized person duly empowered to this effect by the parties.

IX- Applicable law and jurisdiction

This Mandate shall be governed and construed in accordance with French law. Any dispute arising out of or relating to the formation, conclusion, interpretation and/or performance of this Invoicing Mandate, shall be referred to any relevant court of law within the jurisdiction of the Court of Appeal of Lyon, France.