Terms & Conditions - CLIENTS
V5.0 As of 28/01/2022
IMPORTANT NOTE : PHARMATCH was initially developed to connect ‘healthcare industry freelancers’ with healthcare companies but has now open the platform to additional types of candidates (i.e. not only freelancers) such as ‘permanent candidates’ & ‘students’. Please consider that the term “Freelance Expert” below can also be related to Candidates in general including ‘permanent’ & ‘student’ candidates when relevant.
These general terms and conditions govern the activity of a project owner (“Client”) on the PHARMATCH platform which is operated by AB RESEARCH SASU (hereinafter “PHARMATCH”), company organized and existing under the laws of France, whose registration number is 853 792 612 00022, VAT number FR19853792612 and registration location is Lyon, located at 4 rue de la République, Lyon, 69001, France. These general terms and conditions also govern some activity of a Client in regards to the Freelance Expert (= independent consultant, contractor) (“Freelance Expert”). The general terms and conditions are supplemented by the individual project-related conditions in the offer of services. In case of contradictory content, conditions in the offer of services have priority. The inclusion of any terms and conditions of the Client is expressly objected.
These Terms & Conditions apply to the current version of the platform and is likely to evolve for the next version of the platform.
The “Client” is the project owner requesting a service to be performed by a Freelance Expert.
The “Freelance Expert” is the individual professional performing the service requested by the Client through its own company.
“PHARMATCH” is the platform and its team making the matching between projects from Clients and Freelance Experts.
The “Freelancing Service” is the service performed by the Freelance Expert directly to the Client.
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.
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”
“PSP” is PHARMATCH payment partner allowing PHARMATCH to manage payments (i.e. Payment Service Provider) (e.g. Mangopay, see Terms&Conditions)
“Factor” is PHARMATCH partner allowing PHARMATCH to pay instantly (i.e cash advance) the Freelance Expert directly at activity report validation through 1/ a credit suggested to the Client by the Factor (so that Client can keep its usual payment delay) (TermsTech, see Terms&Conditions) OR 2/ through an instant payment of the Freelance Expert invoice by the Factor (Aria, see Terms&Conditions). By accepting these Terms & Conditions, you are accepting TermsTech & Aria’s General Terms & Conditions of Service. They will only be applied if you are concerned by receivables factoring.
B. Freelancing Service
The “Freelancing Service” is the service performed by the Freelance Expert directly to the Client.
The content of the “Freelancing Service” depends on the offer of services agreed between the Freelance Expert and the Client in the “Freelancing Contract”. PHARMATCH does not itself provide the “Freelancing Service”, but select a suitable Freelance Expert for their provision. The “Freelancing Service” is provided by the respective independent Freelance Expert, from a position of self- employment to the Client.
During the project, the Freelance Expert shall:
Carry out the agreed “Freelancing Service” with due care, skill and to the full extent of all his/her capabilities, with the aim of fully satisfying the Client.
In the case of daily-based freelancing, regard the agreed working hours per day as a benchmark, and spend the time necessary to complete the project successfully.
In the case of milestone or project-based freelancing 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/her services due to illness or injury, (s)he will inform the Client of this fact as soon as possible. If a Freelance Expert drops out of a project, PHARMATCH will endeavour to find a replacement upon the Client’s request, after being notified and requested to do so [via e-mail to email@example.com or the personal contact person].
C. 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, Client and Freelance Expert 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 or its external legal partner, PHARMATCH can provide a tailor-made contract allowing the Client to conclude the contract with the Freelance Expert in the safest possible way. In that case as well, PHARMATCH will not be responsible of the final contract signed between the Client and the Freelance Expert. PHARMATCH or its external 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 and PHARMATCH Terms & Conditions will apply by default.
D. MatchMaking Process
STARTER OFFER (On-Demand)
The Client informs PHARMATCH of project vacancies. The Client can place project vacancies online via its profile on pharmatch.co or directly to a PHARMATCH Project Team member (e.g. email, phone), specifying the project objective, the required competencies of the Freelance Expert(s), the approximate start date and duration of the project, the project location and the approximate budget.
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) and when the Freelance Expert accepts to work with the Client (agreement from the Freelance Expert by email to PHARMATCH), 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 approximately 18% (or approximately 20% for North American and non-€ clients) of the total rate (excluding VAT) (e.g. daily rate x number of days worked) (but at least 150 euros excluding VAT per day). Minimum billable total fee will be 150€ (excluding VAT) per day started and 2500€ (excluding VAT) per mission.
For separately marked projects where PHARMATCH provides an entire team, the commission may differ from the above-mentioned standards. In case of an expert call (usually 1-2 hours) the minimum fee is half a Freelance Expert’s day fee, for more than 2 hours a full Freelance Expert’s day.
The consent of the Client is legally binding. Should the Client 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.
ENTREPRISE 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.
E. Fee and Invoicing
PHARMATCH signs an invoicing mandate with the Freelance Expert. This invoicing mandate will allow PHARMATCH to invoice the Client on 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 have been received PHARMATCH will then pay the Freelance Expert.
“Freelancing Service Fee” comprises the Freelance Expert’s remuneration and any potential reasonable expenses of the Freelance Expert needed to perform the service (e.g. travel costs, accommodations).
“PHARMATCH Fee” of approximately 18% (or approximately 20% for North American and non-€clients) of the total rate (excluding VAT) applies to MatchMaking and Invoicing Management services. The “PHARMATCH Fee” applies on the number of days or hours or on the total amount per deliverable of “Freelancing Service” provided and the agreed daily or hourly rates or total amount per deliverable.
The “Fees” (“Freelancing Service Fee” and “PHARMATCH Fee”) must be paid by the Client to PHARMATCH using payment methods described in following paragraph but 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.
Please note that additional 3% (i.e. 21% in total) will be charged if the Client is not choosing “Direct Debit” but chooses the “Cash Advance options” through the “Factor” of PHARMATCH directly as a payment method. By default, for the payment option “Direct Debit” the rate remains 18%. These 2 payment options ensure Freelance Experts are paid in due time (see following section: Payment Methods).
Please note that any possible pass-through costs (travels, accommodation) refundable by the Client to the Freelance Expert will be charged 2,5% for additional payment service performed by our Payment System Partner.
In order to record the Freelancing service hours, days or milestones, the Freelance Expert shall enter them into time record sheets (i.e. activity tracker, timesheet). 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 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 the full responsibility).
If the Client has high annual needs (certain number of Freelance Experts per year), an alternative “PHARMATCH Fee” model can be implemented with an annual subscription for unlimited sourcing & decreased commissions (less than 18% or 21%) for administrative management. This must be part of a specific contract or amendment.
F. Payment methods
Client will have the choice between 2 different payment methods to pay the “Fees” through PHARMATCH payment partner system:
1. Direct Debit from Client specific account to PHARMATCH “PSP” (rate + 18%)
2. Wiretransfer within 30 days from PHARMATCH invoice while using “Cash Advance Options” granted by PHARMATCH or its “Factor” to the Client or to the Freelance Expert (rate + 21%)
The choice between these payment methods ensure an immediate payment of Freelance Experts without impacting Client payment internal processes.
Please note that +2% of the total rate (excluding VAT) applies to PHARMATCH services for North American and non-€ Clients (i.e. 20% or 23%).
Please note that if the Freelancing Service does not start within 30 days after selection of the Freelance Expert (i.e. written email or at signature of the ‘Freelancing Contract’) because of a reason coming from the Client, a minimum guarantee of 2500€ (excluding VAT) per Freelance Expert will be invoiced by PHARMATCH to the Client for the preliminary Services performed by PHARMATCH and its partner (“PSP”/” Factor”).
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.
G. Anti-circumvention Provision
Within 18 months of an offer or commission of a Freelance Expert to the Client by PHARMATCH (the « protection phase »), the Client may only commission such Freelance Expert in circumvention of PHARMATCH’s services against payment of a separate fee. If a project contract has been concluded, the protection phase will apply for the entire contract period, and a further 18 months after the end of the Freelancing Contract. Should the candidate be proposed a second time for a later project, the protection phase will be renewed.
The Client is obligated to notify PHARMATCH by email, at the minimum, if he engages a Freelance Expert again during the protection phase, whether for the first time or not. This also applies to other services or Freelance Expert resources the Client is introduced to or informed about by the Freelance Expert. These may be experts or network partners cooperating with the Freelance Expert, as well as services which the Freelance Expert brings into the cooperation with the aim of making a profit.
If a Freelance Expert is employed in circumvention of PHARMATCH’s services, PHARMATCH has a claim to the payment of the following fee:
– 25.0% of the Freelance Expert’s daily rate over the entire term of the project, which was created by circumventing PHARMATCH within months 1-12 of the protection phase.
– 17.5% of the Freelance Expert’s daily rate over the life of the project, which was created by circumventing PHARMATCH within months 13-18 of the protection phase.
The fee (plus VAT if applicable) is payable to PHARMATCH within 30 days of the start of the new project. If there is a renewed appointment of the Freelance Expert during the protection phase in circumvention of PHARMATCH, the aforementioned fees will be charged again. PHARMATCH will immediately terminate the business relationship with the Client in cases of willful circumvention.
H. 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.
PHARMATCH is only liable for damages
a) from injury to life, physical injury or injury to health, which are based on an intentional or negligent breach of duty or otherwise on intentional or negligent conduct by PHARMATCH or one of its legal representatives or vicarious agents;
b) 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;
c) 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 jeopardise the achievement of the purpose of the contract (cardinal obligations).
This also applies to the liability of its legal representatives and vicarious agents. Any further liability for damages by or in connection with the exercise of obligations from this document is excluded.
The liability of PHARMATCH and its legal representatives and vicarious agents under the Product Liability Act remains unaffected by the limitation of liability under the first sentence of this section.
PHARMATCH has no liability regarding the Freelancing Contract (including its content and conditions) concluded between the Freelance Expert and the Client.
Subject to full payment of the Fees, PHARMATCH and the Freelance Expert grant to the Client all existing and future intellectual property rights and materials developed in the course of the project.
PHARMATCH guarantees to the Client that:
it has neither transferred nor shall in the future transfer to third parties the potential rights to the potential work product created during the “Freelancing Service”;
insofar as known, the use of the work does not infringe on the rights of third parties;
with the exception of the fees specified in this Agreement, no further charges or other compensation shall be payable for the complete transfer of the potential rights.
Neither Party shall, during or after termination of this Agreement, use any information that is confidential or otherwise identified as confidential by the other Party, without the prior written consent of the other Party, for any purpose other than to comply with the obligations of the “Freelancing Contract”. In addition, the Freelance Expert and PHARMATCH will, at any time during the project, at the request of the Client, return all potential materials with confidential information in their possession to the Client.
PHARMATCH reserves the right to publish an anonymous brief description (i.e. job description) of the project posted by the Client on the PHARMATCH website, to PHARMATCH recruiters and to Freelance Experts candidates, especially stating the project theme, the expertise, the location and the duration of the project.
L. Duration and Termination
Each project begins with the start date in the “Freelancing Service” offer concluded between the Client and the Freelance Expert in the “Freelancing Contract” or in the quote. The project continues until the earlier occurrence of one of the following events:
the agreed ending date (including any modified ending date, which can be adapted via email with the consent of all parties involved (i.e., the respective Client, Freelance Expert and PHARMATCH)).
termination by the Client in writing without specification of a reason and with a notice period of 2 weeks. In this case, the Client has to take over any non-cancellable travel bookings or cancellation costs from PHARMATCH or from the Freelance Expert on proof of such costs.
In addition, the Parties may agree to terminate this Agreement in writing in the event of material breach of duty by the other Party with immediate effect. This includes any and all behaviour that could adversely affect a Party’s reputation, in particular:
a Party seriously violates the terms of the contract, or continues in such a violation
a Party is prosecuted for or convicted of a criminal offense
the Freelance Expert does not meet the minimum requirements for professional provision of services
After completion of the project and if requested by the Client, PHARMATCH is obliged to immediately:
– return all relevant potential property to the Client, and all potential confidential information belonging to them, and
– irreversibly delete or destroy all potential information related to the contents of the project (whether in written form, or on magnetic or optical storage media).
M. Applicable Law & Jurisdiction
This 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 for disputes is Lyon, France.
N. Contract Changes and Side Agreements
These terms and their Annexes comprise the complete agreement between the Parties, and supersede all previous written and oral designs, agreements and arrangements.
PHARMATCH reserves the right to amend these terms. By continuing to use the service provided by PHARMATCH, the Client agrees to such amendments. Insofar as an amendment is a material amendment with significant effects, PHARMATCH must provide reasonable advance notice of the change.
O. 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.
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.
These Terms & Conditions are entered into as of the hereby date of signature (or registration through pharmatch.co) by and between the Client and PHARMATCH without time limits unless earlier termination in accordance with Client or PHARMATCH written explicit request (or unsubscription from pharmatch.co).
– Taxes. Client 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 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, payment mandates, 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.
S. Alternative PHARMATCH Service: Freelancer sourcing only (replacing the hereby whole T&C)
If the Client is only looking for sourcing the right freelancer with no need for administrative management (i.e. contract, activity report, invoice, payment), “PHARMATCH fee” will be 10% of the total estimated budget (e.g. daily rate x number of days) (but at least 2500€ excluding VAT per recruitment) and will be paid one-off as soon as the Client agrees to work with the Freelancer (i.e. written email or at signature of the ‘Freelancing Contract’).
T. Additional PHARMATCH Service: “pharmatch PERM”
« pharmatch Perm » is PHARMATCH offer for permanent contracts.
If the Client wishes to permanently employ a candidate presented by PHARMATCH, the Client must pay PHARMATCH a commission fee equal to 20% of the Candidate’s gross annual salary within 30 days of commencement of employment (plus VAT if applicable). In the case of a variable salary component, the target bonus of the first year is added to the gross annual salary of the Candidate in the commission calculation. In any case, pharmatch commission will be 5000€ (excluding VAT) minimum per recruitment to be paid one-off as soon as the Client agrees to work with the Permanent Candidate (i.e. written email or at signature of the ‘Permanent Contract’).
pharmatch.co guarantee: half of the billed amount is refundable to the Client if the Candidate left the company within 4 months from contract start (upon request from the Client during the 30 days following Candidate’s departure).
Please not that same conditions apply for fixed-term contracts.
U. Additional PHARMATCH Service: “pharmatch SCHOLAR”
« pharmatch Scholar » is PHARMATCH offer for short-term student jobs offered by Clients who wish to temporary employ a student.
To provide this service, PHARMATCH is working in close collaboration with local schools and universities. This service is provided for free by PHARMATCH even if some fees may be requested by local partners.
In witness whereof, this Agreement is hereby executed to be made effective as of the Date of signature or online acceptance on pharmatch.co.