Terms and Conditions for Clients
Last updated: 1 August 2026
These Terms and Conditions for Clients govern the Client’s use of the Platform, in particular the placing and settlement of SOWs. Use of the Platform requires an active User Agreement between Blackbear and the Client’s organisation. These terms form part of that User Agreement, and in the event of a conflict that User Agreement prevails.
Article 1. Definitions
In these Terms and Conditions for Clients:
1.1 Blackbear: Blackbear B.V., Chamber of Commerce number 72489669, with its registered office at (1033 NA) Amsterdam, NDSM-Straat 23. Blackbear operates the Platform.
1.2 Platform: Blackbear’s secure digital environment. On it, Clients and Contractors find one another, scope and formalise a SOW, and the administrative and financial settlement of Projects takes place.
1.3 Platform Services: Blackbear’s intermediary and facilitation service. It consists of bringing Client and Contractor together (matching and pre-selection), facilitating the conclusion of the Underlying Project, and the administrative and financial settlement of that Project as described in these terms.
1.4 Client: the party that purchases a service, Project or expertise, that places a SOW via the Platform and that, as client, enters into or wishes to enter into an Underlying Project with a Contractor. The Client uses the Platform through a corporate environment (the Account) in which one or more Workspaces can be set up. In Blackbear’s context, a Client is for example a company, a municipality or ministry, or a foundation or educational institution.
1.5 Contractor (in platform communications also “Professional”): the party that, on the basis of an Underlying Project, performs a Project for a Client and registers for that purpose via the Platform. In Blackbear’s context, a Contractor is a self-employed professional (zzp’er), a consultancy firm or an agency. The Contractor performs the Project as an independent entrepreneur, for its own account and risk, and is itself responsible for its tax and social-security obligations.
1.6 Underlying Project: the service agreement that the Client and the Contractor enter into directly with each other. Blackbear is not a party to the performance of that agreement, even though it co-signs certain provisions relating to the financial settlement and the Platform (Article 3.2).
1.7 User Agreement: the agreement concluded between Blackbear and the Client’s organisation on access to and use of the Platform Services. A User Agreement is active for as long as its term has not expired. The commercial terms of that access are governed by the User Agreement and do not form part of these terms.
1.8 Initiative: a need, challenge or opportunity recorded within a Workspace that the Client can later convert into a SOW, to be regarded as a backlog of what may be taken up in the near or more distant future. An Initiative contains a title, a short description with context, the moment at which it becomes relevant and who within the Workspace is responsible for it. An Initiative is never visible to Contractors.
1.9 SOW (Statement of Work): the description of the Project agreed via the Platform, including among other things the objective, delivery criteria, schedule, scope, Milestones and amounts. A SOW takes one of the following forms:
Fixed price: the amounts are linked to the delivery and approval of a defined Deliverable per Milestone.
Hourly rate: the amounts are linked to hours actually worked and verified within an approval cycle. A Milestone here generally concerns an approval cycle, usually one calendar month.
1.10 Project: all of the work that the Contractor performs for the Client on the basis of the Underlying Project and the SOW.
1.11 Milestone: a logically delineated part of the Project that is submitted, reviewed, approved and settled separately.
1.12 Deliverable: what the Contractor delivers and submits for approval per Milestone under a fixed-price SOW, as described in the SOW (delivery criteria).
1.13 Project Content: the data entered, uploaded or exchanged via the Platform within an Initiative, a SOW or a Project, including documents, Deliverables, messages and attachments. Account and profile data, logged hours, Reimbursable Expenses, the data for the financial settlement and the contract documents generated by the Platform do not fall under this; these belong to the platform data.
1.14 Log: the record via the Platform in which the Contractor, under an hourly-rate SOW, records its hours worked, the Reimbursable Expenses and the activities performed, and which it submits for approval per Milestone. The approval concerns only the verification of the hours and the Reimbursable Expenses (Article 8.2); the activities serve as explanation.
1.15 SOW Budget: the amount that the Client owes Blackbear for the SOW, divided over the Milestones (the Milestone Budget). Under a fixed-price SOW this is a fixed amount. Under an hourly-rate SOW this is a maximum estimate (hourly rate × estimated hours per week × term in weeks) that may turn out lower as a result of the actual effort. The SOW Budget is definitively established before the Project starts.
1.16 Milestone Budget: the part of the SOW Budget allocated to a Milestone.
1.17 SOW administration fee: the one-time fee for the administrative processing of the SOW that the Client owes. The amount of the SOW administration fee is recorded in the Underlying Project and/or the SOW.
1.18 SOW transaction fee: a percentage charged to the Client on top of the SOW Budget. SOW transaction fees apply only to Clients that fall under an older User Agreement; Users are informed of this when placing a Project.
1.19 Reimbursable Expenses: the expenses agreed in the SOW between Client and Contractor (such as travel expenses and other expenses) that the Contractor submits for approval per Milestone. After approval by the Client, the Reimbursable Expenses form part of the amounts owed by the Client to Blackbear.
1.20 Wallet: the credit prepaid by the Client via the Platform against which Blackbear settles the amounts invoiced to the Client.
1.21 Account: the Client’s registration on the Platform, within which the Client can set up one or more Workspaces and Users.
1.22 Workspace: a workspace set up within the Account, with an organisation profile, within which Users can record and place Initiatives and SOWs. A Workspace may relate to a department or unit of the Client, or to an entity affiliated with the Client (such as a subsidiary). The number of Workspaces that the Client can set up depends on the User Agreement.
1.23 User: a user added by the Client within a Workspace (for example a department manager) who uses the Platform on behalf of the Client. A User may have different rights, such as those of an administrator (who can add and manage other Users within the Workspace) or of a user; both can create Initiatives and SOWs. The Client assigns and manages these rights.
1.24 Website: Blackbear’s website, accessible via https://blackbear.global.
1.25 Terms and Conditions for Clients: these terms.
Article 2. Applicability, acceptance and order of precedence
2.1 These Terms and Conditions for Clients apply to the Client’s use of the Platform and to the Platform Services that Blackbear provides to the Client. They form the framework within which the Client places Projects and enters into Underlying Projects.
2.2 The Client accepts these terms through its Users accepting them upon account registration and by placing a Project. Without acceptance, the Platform cannot be used. In addition, the use of the Platform and the Platform Services requires an active User Agreement at all times.
2.3 The Client’s own purchasing, general or other terms do not apply and are expressly rejected, even if reference is made to them in earlier or later correspondence from the Client. A deviation from these terms applies only if Blackbear has accepted it in writing and expressly.
2.4 In the event of a conflict between documents, the following applies. The User Agreement between Blackbear and the Client’s organisation prevails over these Terms and Conditions for Clients in the event of a conflict. For the substantive relationship between Client and Contractor, including performance, delivery, liability and the other subjects governed by the Underlying Project, the Underlying Project and the definitive SOW are leading; these Terms and Conditions for Clients do not replace them. A conflict exists only where provisions cannot coexist. The operational arrangements recorded per Project in the Underlying Project and the SOW (such as the SOW Budget, Milestones, scope and schedule) apply by way of supplement and are not set aside by these terms.
2.5 Blackbear’s Privacy Policy and the Data Processing Agreement apply to these terms and to the use of the Platform. By accepting these Terms and Conditions for Clients, the Client also accepts the Data Processing Agreement; separate signing of it is not required. The Data Processing Agreement is available via the Platform and the Website.
2.6 The Client cannot derive any rights from information in proposals, presentations, advertising or the Website. Only these terms, the User Agreement, the Underlying Project and the SOW are binding.
Article 3. The Platform Services and the role of Blackbear
3.1 Blackbear operates a Platform that brings Clients and Contractors together. The Platform Services consist of matching and pre-selecting parties, facilitating the conclusion of the Underlying Project, and the administrative and financial settlement of that Project.
3.2 In the matching, the pre-selection and the facilitation of the collaboration, Blackbear acts as intermediary within the meaning of Article 7:425 of the Dutch Civil Code. Blackbear brings parties into contact with each other. The Underlying Project is concluded between Client and Contractor. Blackbear is not a party to the performance of the Project, even though it co-signs certain provisions of the Underlying Project relating to the financial settlement and the Platform, exercises no direction or supervision over the manner in which the Contractor performs the Project, and gives no instructions regarding the content or performance of it.
3.3 The financial settlement of the Project runs through Blackbear. Blackbear charges the Milestone amounts approved by the Client to the Client in its own name, together with the SOW administration fee and the approved Reimbursable Expenses. The Client can only validly discharge its payment obligation by paying Blackbear, unless Blackbear indicates otherwise in writing. In this settlement Blackbear acts in its own name and is deemed to purchase the Contractor’s service and on-supply it to the Client. This role is limited to the financial settlement and does not affect the substantive performance of the Project.
3.4 The financial role under Article 3.3 does not affect the fact that the Contractor performs the Project entirely independently and for its own account and risk, and that the substantive and contractual relationship regarding performance exists only between Client and Contractor. The fact that Blackbear invoices the amounts for the Project in its own name and pays the Contractor does not make Blackbear the Client’s contractual counterparty for the performance, the quality or the delivery of the Project. For that, the Contractor is and remains the Client’s counterparty on the basis of the Underlying Project.
3.5 Blackbear does not assess the content, quality or suitability of the Project, the delivery or the Contractor. Blackbear guarantees no quality, suitability, availability or result. The choice of a Contractor and the acceptance of its work lie entirely with the Client.
3.6 Blackbear uses its best efforts to ensure the proper functioning of the Platform but does not guarantee uninterrupted availability.
Article 4. Registration, Account, Workspaces and Users
4.1 To use the Platform, the Client creates an Account. In doing so, the Client provides correct and complete data and keeps it up to date.
4.2 For the purposes of invoicing, verification and performance of the Platform Services, the Client provides at least: its Chamber of Commerce number, VAT identification number (where applicable), name, address and contact details, invoicing details and the details of an authorised representative.
4.3 Within the Account, the Client can, depending on the User Agreement, set up one or more Workspaces and add one or more Users within them. Users can, depending on the rights assigned to them by the Client, record Initiatives and draw up, approve and place SOWs.
4.4 A Workspace may relate to a department or unit of the Client or to an entity affiliated with the Client. The Underlying Project for a SOW is entered into with, and states the details of, the entity in whose name the SOW is placed from the relevant Workspace. That entity is the Client for that SOW and the resulting Underlying Project.
4.5 The Client is responsible for the management of its Account, Workspaces and Users, for the rights it assigns to Users, for careful use and confidentiality of the login credentials, and for all acts performed via its Account, Workspaces and Users.
4.6 The Client itself sets up its internal authorisation and any budget approval flow, and warrants that a User who draws up, approves or places a SOW is authorised to do so and binds the Client. If the active User Agreement so provides, a User can designate a User within the Workspace as Budget approver on a SOW; the designation of that Budget approver and its authority are for the Client’s account. Blackbear may rely on these acts and confirmations and need not verify the Client’s internal division of authority.
4.7 Each User invited by the Client goes through onboarding on first use of the Platform, in which it is explained how the Platform works. Upon accepting the invitation to the Platform, during account registration, the User accepts these Terms and Conditions for Clients before it can use the Platform. These terms are also available via the Website. Acceptance by a User, or the absence of it, does not affect the Client’s binding to these terms.
4.8 Blackbear may suspend or restrict access to the Platform in accordance with Article 19. Registration gives no right to a minimum number of Contractors, to a successful matching, to exclusivity or to continuity.
4.9 Blackbear may verify the identity and the authority to represent of the Client and its Users and may request reasonable data for that purpose. If the Client does not provide these data or does not do so in time, its participation may be suspended or restricted in accordance with Article 19. The processing of these data is described in the Privacy Policy.
Article 5. Placing the Project, matching and pre-selection
5.1 The Client converts an Initiative into a SOW or creates a SOW directly, and places the Project by supplying the SOW. A SOW published via the Platform contains at least the description of the Project, the delivery criteria, the timeline, the (negotiable) SOW Budget or budget direction, any Milestones already known, the manner of performance (on location, hybrid or remote) and the required qualifications.
5.2 The Platform displays the status of a SOW in various operational phases, such as initiative, draft, approval, sourcing, contracting, active, completed and archived. These phases have an operational and administrative character. Rights and obligations between parties arise only to the extent that they follow from an approved SOW, the Underlying Project or other applicable contract documentation.
5.3 The Client may withdraw or amend a placed Project free of charge as long as the Underlying Project has not yet been concluded.
5.4 As part of its intermediary services, Blackbear brings supply and demand together. Contractors can apply to SOWs published via the Platform. Blackbear determines whether the qualifications requested in the SOW and the qualifications stated by the Contractor match (matching) and may, on that basis, present a pre-selection (shortlist) to the Client. This matching and pre-selection map only the fit between the SOW and the stated qualifications. They do not entail any judgment about the quality, expertise, suitability or performance of the Contractor.
5.5 The final choice of a Contractor lies entirely with the Client.
5.6 The placing of a Project and a pre-selection create no obligation for Blackbear to supply a suitable Contractor, no guarantee of fulfilment and no exclusivity. Blackbear is not liable for damage or costs arising because a Project is not fulfilled, is not fulfilled in time or is not fulfilled with a suitable Contractor.
5.7 The Client is itself responsible for the correctness, completeness and lawfulness of the information it provides in the SOW, and warrants that this information complies with applicable laws and regulations and does not infringe intellectual property rights, privacy rights or other rights of third parties.
Article 6. Conclusion of the Underlying Project
6.1 After selection, the Client and the Contractor jointly draw up the definitive SOW. This records at least the following: the definitive SOW Budget and its division over the Milestones (the Milestone Budget), the Milestones, the scope (what does and does not belong to the Project) and, under an hourly-rate SOW, the estimated effort per week and any hour cap.
6.2 Blackbear may support the Client in scoping the Project, through a Blackbear colleague or with AI support. The outcome of that support is a draft that the Client itself confirms. Blackbear does not become a party to the performance of the Project through this support.
6.3 The Underlying Project is concluded by the Client and the Contractor entering into the Service Agreement. Blackbear is not a party to the performance in this respect. The Underlying Project and the definitive SOW govern the substantive relationship between Client and Contractor.
6.4 Upon entering into each Underlying Project, the Client confirms that it enters into it as client of an independently operating Contractor and that the principles of independence set out in Article 11 apply.
Article 7. SOW Budget and rate
7.1 The Contractor itself determines the rate or remuneration for which it wishes to accept a Project. Blackbear exercises no influence on the level of the rate set by the Contractor. The Client sees what it owes and the Contractor sees what it receives.
7.2 The SOW Budget applicable to the Project is set out in the SOW description generated by Blackbear via the Platform, both for the entire Project and per Milestone (the Milestone Budget). The SOW Budget is initially an estimate and is definitively agreed and recorded before the start of the Project. Under a fixed-price SOW the SOW Budget is a fixed amount; under an hourly-rate SOW it is a maximum estimate based on the agreed hourly rate, the estimated or agreed hours per week and the term of the SOW, which may turn out lower as a result of the actual effort.
7.3 In addition to the SOW Budget, the Client owes the SOW administration fee in accordance with Article 10, as well as the approved Reimbursable Expenses. The Client sees the amounts owed via the Platform.
7.4 The Platform may apply a minimum rate and refuse a SOW or counter-offer whose rate falls below a lower limit set by law or by Blackbear. This lower limit helps, among other things, to prevent a rate from being agreed at which a statutory presumption of an employment agreement arises.
7.5 The Client confirms the SOW description via the Platform before the start of the Project. The Platform maintains an audit trail and can be viewed at any time. On request, the SOW description, including the underlying details, is available as a PDF.
7.6 The amounts shown via the Platform, including the SOW Budget, the SOW administration fee and the Reimbursable Expenses, are exclusive of VAT, unless expressly stated otherwise. The VAT due is added to the invoices.
Article 8. Milestones, submission and approval
8.1 The Project is settled per Milestone. The Contractor submits via the Platform per Milestone: under a fixed-price SOW the Deliverable, and under an hourly-rate SOW the Log. The Log contains the hours worked, any Reimbursable Expenses agreed with the Client in the SOW and the activities performed during the relevant Milestone.
8.2 The Client reviews the submission within ten (10) calendar days and gives approval or, with reasons, rejection via the Platform. Under a fixed-price SOW, this review concerns whether the delivered Deliverable meets the delivery criteria recorded in the SOW. Under an hourly-rate SOW, the review concerns only the verification of the hours spent and of the submitted Reimbursable Expenses. The review does not entail any instruction or direction regarding the manner in which the Contractor performs the Project. An explanation added by the Contractor upon submission does not form part of the review.
8.3 If the Client does not review the submission within the period, the submission is deemed approved. Blackbear may administratively establish the expiry of the period and register the Milestone as approved. This is solely an administrative platform service and does not entail any substantive review of the Deliverable or the hours by Blackbear. An approval by operation of law under this paragraph does not affect the Client’s rights under the Underlying Project regarding the substantive review of the Project; the Client exercises those rights against the Contractor in accordance with the Underlying Project. An approval, including an approval by operation of law, gives rise to the Contractor’s settlement claim and the Client’s payment obligation towards Blackbear.
8.4 Blackbear does not review the content of the delivery or the hours. The review of the Project lies solely with the Client.
8.5 After approval, the Milestone is settled and the Client’s payment obligation arises in accordance with Article 9, as well as the Contractor’s claim to payment.
8.6 If the Underlying Project under a fixed-price SOW is terminated during an ongoing Milestone, and the Contractor is entitled under the Underlying Project to remuneration for the work already performed within that Milestone, that part is settled via the Platform. The amount of the remuneration is determined between Client and Contractor in accordance with the Underlying Project; Blackbear does not set the amount. As soon as the Client has approved the remuneration via the Platform, or Client and Contractor have otherwise reached agreement on it and this has been recorded via the Platform, that remuneration counts as a settled claim and is settled in accordance with Article 9.
Article 9. Invoicing and payment
9.1 The invoicing and payment of the amounts owed for the Project run through Blackbear, in accordance with this Article.
9.2 After approval of a Milestone, Blackbear sends the Client an invoice for the Milestone amounts approved by the Client, the approved Reimbursable Expenses and the other amounts owed under Article 10. The invoice meets the statutory requirements.
9.3 The Client pays the invoice within thirty (30) calendar days of the invoice date. The Client can only validly discharge its payment obligation by paying Blackbear, unless Blackbear indicates otherwise in writing.
9.4 The Client’s payment obligation towards Blackbear is independent of, and does not depend on, the manner in which or the moment at which Blackbear pays the Contractor.
9.5 If the Client does not pay an invoice within the period, it is in default without further notice of default. From that moment:
the Client owes the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code on the outstanding amount, as well as the reasonable extrajudicial collection costs;
all existing claims of Blackbear against the Client at that moment become immediately and fully due and payable; and
Blackbear may suspend or restrict access to the Platform and participation in ongoing and new Projects in accordance with Article 19.
9.6 The Client cannot suspend its payment obligation towards Blackbear and cannot set off claims it believes it has against the Contractor or against Blackbear against the invoices sent by Blackbear. A dispute between the Client and the Contractor about the performance, the delivery or the quality of the Project does not suspend the payment obligation towards Blackbear; that dispute is settled between Client and Contractor in accordance with the Underlying Project.
9.7 If the Client has objections to an invoice, it submits these to Blackbear in writing via the Platform within seven (7) calendar days of the invoice date. The burden of proof of timely submission rests with the Client. An objection does not suspend the obligation to pay the undisputed part of the invoice.
9.8 To the extent that the Client and the Contractor have agreed Reimbursable Expenses (such as travel expenses) in the SOW, the Contractor submits these via the Platform per Milestone, together with the hours worked or the delivered Deliverable. After approval by the Client, the Reimbursable Expenses form part of the amounts owed by the Client to Blackbear. The conditions under which expenses are reimbursable and the rates applicable to them are determined in the Underlying Project and the SOW.
9.9 Blackbear may correct an amount charged to the Client to the extent that it is based on a manifest error or mistake, including a calculation or entry error or a double invoicing. Blackbear notifies the Client of a correction in writing and with reasons and processes it on the next invoice or, if that is not possible, separately.
9.10 The Client can hold a Wallet via the Platform and prepay a credit to it. Blackbear settles the available credit at the moment of invoicing against the amounts it invoices under Article 9.2 and against the fee for access to the Platform under the User Agreement. To that extent the invoice counts as paid. If the credit is insufficient, the payment term of Article 9.3 applies to the remaining amount. A credit is not a prepayment for a specific Project and does not carry interest.
Article 10. Blackbear’s fees and charges
10.1 In addition to the SOW Budget, Blackbear charges the SOW administration fee. The fee for access to the Platform is governed by the User Agreement and does not form part of these terms.
10.2 The SOW administration fee is a one-time fee for the administrative processing of the SOW. The amount is recorded in the Underlying Project and/or the SOW. Blackbear charges the SOW administration fee to the Client at the first Milestone.
10.3 If the Client requires additional services from Blackbear relating to navigating, developing, placing, selecting or settling Projects that fall outside the standard Platform Services, Blackbear may provide them. The parties agree in advance and in writing which work is requested, at what rate, and how Blackbear settles it financially with the Client. Without that prior written agreement, Blackbear is not obliged to provide, and the Client is not obliged to pay for, such additional services.
10.4 For Clients that fall under an older User Agreement, SOW transaction fees may additionally apply, as a percentage on top of the SOW Budget as governed by that User Agreement. Under the current terms, no SOW transaction fees are charged.
10.5 Changes to the SOW, to the SOW Budget or the Milestone Budget, to the hourly rate, to the estimated effort or to the hour cap are valid only after the written consent of both the Client and the Contractor via the Platform.
10.6 Choices that the Contractor makes about its own payout, including the speed of payout and the associated costs, concern solely the relationship between Blackbear and the Contractor and do not affect the amount owed by the Client.
10.7 Blackbear may change the SOW administration fee and other rates to be charged to the Client in accordance with Article 20. The rate shown at the moment of confirmation of the SOW via the Platform is decisive for the relevant Project.
Article 11. Obligations of the Client and independence of the Contractor
11.1 The Client treats the Contractor for each Project as an independent, external entrepreneur and respects its independent position.
11.2 The Client exercises no direction or supervision over the manner in which the Contractor performs the Project and gives instructions only regarding the intended result, not regarding the content, the manner, the place or the time of performance.
11.3 The Client does not embed the Contractor in its organisation. It does not include the Contractor in its staff or HR structure, appraisal cycle or internal hierarchy and does not treat the Contractor as an employee.
11.4 The Client does not grant the Contractor any employee entitlements or secondary employment benefits, such as continued payment during illness or absence, holiday allowance, holiday days, pension accrual or a thirteenth month.
11.5 The Client accepts that the Contractor may arrange for a replacement in accordance with the Underlying Project and that there is no obligation to perform the work personally.
11.6 The Client does not require exclusivity from the Contractor and is aware that the Contractor also works for other clients, including outside the Platform.
11.7 The Contractor has not been in the Client’s employment during the past six (6) months. The Client warrants this upon entering into each Underlying Project.
11.8 The review and approval of Milestones (Article 8) concern the verification of the delivered Deliverable or of the hours spent and Reimbursable Expenses. They do not entail any direction, supervision or control over the manner of performance and do not detract from the Contractor’s independent position.
11.9 The Client provides correct and complete information in the SOW and warrants that the use of that information and of materials provided by it does not infringe the rights of third parties or applicable laws and regulations.
11.10 The Client refrains from conduct that harms the proper functioning, the reputation or the security of the Platform, and uses the Platform only for the purpose for which it is intended.
11.11 The return and transfer of the results, datasets, source code and associated working files of the Project to the Client are governed by the Underlying Project and the SOW. The Client provides the reasonably necessary cooperation for this.
11.12 After completion of a Project, the Client may add a review (rating and review) about the Contractor via the Platform. The Client warrants that a review is truthful and does not contain unlawful, offensive or otherwise inappropriate content. Blackbear may remove a review that does not meet these conditions.
Article 12. Safety and insurance
12.1 If the Contractor works, in whole or in part, at a location designated by the Client, the Client ensures that that location complies with the applicable health and safety rules. This responsibility rests on the Client in its capacity as the party responsible for the location and creates no relationship of authority with, or employer status over, the Contractor.
12.2 The Client has adequate (business) liability insurance for the risks of its own business operations.
12.3 The SOW may impose additional requirements on the Client for a specific Project, for example regarding access, security or data protection at the Client’s location.
12.4 The Contractor’s insurance obligations are governed by the Terms and Conditions for Contractors and may be tightened per Project in the SOW. The Client may impose additional or higher insurance requirements on the Contractor via the SOW.
Article 13. Liability and indemnification
13.1 Blackbear acts as intermediary in the Project and is not a party to its performance. Its role in the financial settlement is limited as described in Article 3. Blackbear is not responsible for the quality, expertise, suitability or performance of the Contractor, and not for the results delivered by the Contractor. Blackbear is responsible only for the proper performance of its own Platform Services.
13.2 Claims of the Client relating to the performance, the quality, the delivery, the delay or a failure of the Project, or to damage caused by the Contractor in the performance, concern solely the Contractor and are settled in accordance with the Underlying Project. The fact that Blackbear invoices the amounts for the Project in its own name and pays the Contractor does not make Blackbear the Client’s counterparty for these claims.
13.3 Blackbear’s liability towards the Client for damage arising from or in connection with the Platform Services is limited to € 25,000 per event, with a maximum of € 50,000 per calendar year.
13.4 Blackbear is not liable for indirect or consequential damage, including lost revenue, lost profit, loss of data, reputational damage and non-material damage.
13.5 The limitations in Articles 13.1 to 13.4 do not apply if the damage is the result of intent, deliberate recklessness or gross negligence on the part of Blackbear itself. These Articles do not limit Blackbear’s right to payment of the amounts owed by the Client; that obligation of the Client concerns performance and not damages.
13.6 If the Dutch Tax and Customs Administration (‘Belastingdienst’) or a social-security institution classifies the relationship between the Client and the Contractor as (deemed) employment, the Client warrants to the Contractor and Blackbear that it will comply with the resulting obligations regarding the withholding and remittance of taxes and social-security contributions. To the extent permitted by law, the Client indemnifies Blackbear against all claims from:
the Dutch Tax and Customs Administration (‘Belastingdienst’) for wage tax, value added tax (VAT) and other taxes;
social-security institutions for premiums and contributions;
pension administrators and pension funds for premiums and contributions;
the resulting fines and interest;
that are imposed on the basis of the finding that the Contractor, despite the intention of the parties, is an employee or deemed employee of the Client or Blackbear, or on the basis of chain liability, to the extent that those claims relate to the manner in which the Client has actually shaped the collaboration, including exercising direction or supervision, embedding the Contractor or granting employee entitlements contrary to Article 11.
13.7 The Client further indemnifies Blackbear against claims from the Contractor or from third parties arising from the performance of the Project or from the information or materials provided by the Client, to the extent that those claims exceed Blackbear’s limitations of liability. If assessments or claims as referred to in this Article are imposed on Blackbear, it informs the Client and the parties provide each other with the information necessary to file an objection or appeal.
Article 14. Intellectual property
14.1 The intellectual property rights in the results of the Project belong to the Client or the Contractor, in accordance with what they have agreed in the Underlying Project and the SOW. In the Service Agreement, the Contractor in principle transfers these rights to the Client. Blackbear is not a party to these rights or to their transfer or licensing.
14.2 Blackbear only facilitates, via the Platform, that the Client and the Contractor can record arrangements regarding intellectual property. Blackbear acquires no right to and makes no claim to the results of the Project.
14.3 All intellectual property rights in the Platform, the Website and the underlying software, designs, documentation and house style of Blackbear vest solely in Blackbear or its licensors. Nothing in these terms serves to transfer these rights to the Client.
14.4 For the duration of its Account, the Client receives a limited, revocable, non-transferable and non-exclusive right to use the Platform, solely for the purpose for which the Platform is intended. The Client does not reproduce, adapt or exploit the Platform or parts of it outside this right of use.
14.5 The Client warrants that it is entitled to use and have used the content, data and materials that it provides via the Platform or to the Contractor, and indemnifies Blackbear and the Contractor against claims from third parties regarding intellectual property or other rights in those materials.
14.6 For content in which intellectual property rights vest that the Client places on the Platform, the Client grants Blackbear a non-exclusive, non-transferable and royalty-free licence to the extent necessary to provide the Platform Services. This licence ends when the Client removes the relevant content or its Account.
14.7 The Client grants Blackbear the right to use its name and logo to name it as a client of Blackbear, on the Platform, on the Website and in Blackbear's other communications. In doing so, Blackbear makes no statements about the content of an Initiative, a SOW or a Project without the Client's prior written consent. The Client may end this use at any time in writing; Blackbear then ceases the use within a reasonable period and removes or anonymises the relevant communication to the extent reasonably possible.
Article 15. Confidentiality
15.1 Confidential Information means: all information, in whatever form, that the Client obtains in the use of the Platform or in connection with a Project from or about Blackbear, the Contractor or third parties, and of which the Client knows or must reasonably understand that it is of a confidential nature. This includes in any event business-sensitive and commercial data, technical data and source code, personal data, and information about (potential) Projects, Clients and Contractors of the Platform.
15.2 Information is not confidential that: (a) is publicly known other than through a breach of a duty of confidentiality; (b) the Client has lawfully obtained from a third party without any obligation of confidentiality; (c) it has independently developed without the use of Confidential Information; or (d) must be disclosed pursuant to a statutory or court obligation, provided that it informs the disclosing party of this in time, to the extent permitted.
15.3 The Client keeps Confidential Information confidential, uses it only for the purpose for which it was provided, and takes appropriate measures to secure it. It does not provide Confidential Information to third parties without prior consent of the disclosing party, except to the extent necessary for the performance of the Project and under equivalent confidentiality.
15.4 The Client imposes the confidentiality obligations of this Article on persons it involves in the Project, including its Users, and warrants that they comply with them.
15.5 The confidentiality obligation remains in force after termination of the Project and after removal of the Account.
15.6 Confidentiality arrangements that the Client and the Contractor additionally make in the Underlying Project or via the Platform apply in addition to this Article.
15.7 At the Client’s request, Blackbear facilitates via the Platform that the parties involved in a SOW sign a separate non-disclosure agreement (NDA) before the start of the Project.
Article 16. Processing of personal data
16.1 The Client is the controller of the personal data that it provides to the Contractor or via the Platform in connection with the Project.
16.2 The Contractor is the controller of the personal data that it processes in connection with the Project, unless the Client has designated it as processor for specific data by means of a separate data processing agreement.
16.3 Blackbear is the controller of the platform data, as described in its Privacy Policy. This includes in any event the registration and management of Accounts, the profile data of Users and Contractors, the matching and pre-selection, the recording of introductions and contacts established via the Platform, the generation and recording of the Underlying Project, the SOW and any non-disclosure agreement, the financial settlement, the recording of acts performed via the Platform (audit trail), the security of the Platform and the analysis and improvement of the Platform Services.
16.4 To the extent that the Project Content contains personal data, Blackbear acts in respect of it as the Client’s processor. Blackbear processes those data to perform the Platform Services and does not use them for its own purposes, save for the functioning and the security of the Platform and to the extent that the law obliges it to do so.
16.5 The Data Processing Agreement forms part of these terms and is accepted by the Client upon acceptance of them (Article 2.5). It governs, among other things, the binding to instructions, the security measures, the engagement and change of sub-processors, the assistance with data subject requests, the notification of personal data breaches, and the return or deletion of the Project Content after the end of the Underlying Project.
16.6 The Client complies with its obligations under the General Data Protection Regulation (GDPR) and takes appropriate technical and organisational measures to protect personal data.
16.7 In the event of a personal data breach affecting Blackbear or the data processed via the Platform, the Client informs Blackbear without delay and provides the reasonably necessary cooperation. Blackbear informs the Client without delay after it has become aware of a breach affecting the Project Content.
16.8 The Client is itself responsible for compliance with the GDPR for its own processing operations, including the handling of data subject rights relating to its processing operations. If an attributable breach of the GDPR by the Client leads to a claim by a supervisory authority or a third party against Blackbear, the Client indemnifies Blackbear against the resulting fines, damage and costs, to the extent permitted by law.
16.9 The Client does not retain personal data and other data processed in connection with the Project longer than necessary, complies with the applicable retention periods and with any additional arrangements in the Underlying Project or the SOW, and destroys or anonymises them after the end of the Project, unless a statutory retention obligation provides otherwise.
Article 17. Contracting outside the Platform
17.1 The Client acknowledges that a contact with a Contractor is established through Blackbear’s intermediary services. The Client does not enter into a direct collaboration with a Contractor introduced via the Platform outside the Platform, and otherwise than in accordance with this Article, for work that has arisen through Blackbear’s intermediary services.
17.2 A direct collaboration within the meaning of this Article includes, among other things, a freelance, employment or advisory relationship, a collaboration through a third party (such as payrolling, temporary employment or subcontracting), a collaboration through companies affiliated with the Client or the Contractor, and any arrangement that in effect seeks to circumvent the application of this Article.
17.3 A direct collaboration between the Client and the Contractor is permitted only:
with Blackbear’s prior written consent; and
under one of the following conditions: (i) at least eighteen (18) calendar months have passed since the conclusion of the Underlying Project; or (ii) the Client pays Blackbear a one-time recruitment fee of € 20,000 excluding VAT.
17.4 If the Client enters into a direct collaboration in breach of this Article, without prior notification to and, where applicable, consent from Blackbear and payment of the recruitment fee, the Client owes Blackbear, in addition to the recruitment fee of € 20,000 excluding VAT due, an immediately payable penalty of € 10,000 per violation, without prejudice to Blackbear’s right to compensation for the loss actually suffered.
17.5 The Client pays the recruitment fee within thirty (30) calendar days after the direct collaboration has been entered into.
17.6 The Client acknowledges that the recruitment fee constitutes reasonable compensation for the recruitment, screening and service efforts undertaken by Blackbear.
17.7 If a business relationship already existed between the Client and the Contractor for the relevant work before the introduction via the Platform, the Client reports this to Blackbear in writing within five (5) working days after the conclusion of the Underlying Project, with evidence (such as an agreement or correspondence). If discovered later, the Client reports this within five (5) working days of becoming aware of it. Blackbear responds within five (5) working days; if no response is given, consent is deemed granted.
17.8 This Article serves only to protect Blackbear’s intermediary performance. It does not restrict the Client in its freedom to engage other independent contractors that have not arisen through Blackbear’s intermediary services.
17.9 To the extent that an Underlying Project applies to the relationship between the Client and a Contractor introduced via the Platform, the provisions on direct collaboration and recruitment contained therein are leading, including the periods, fees and penalties stated therein. This Article does not replace them and applies by way of supplement, in particular for situations in which no Underlying Project has been concluded. If a penalty or fee is due under the Underlying Project in respect of the same conduct, a penalty due under this Article is set off against it, so that no more is due per instance of conduct than the higher of the two.
Article 18. Disputes
18.1 Blackbear is not a party to the Underlying Project and does not act as assessor or arbiter of its content, including the quality of the Project, the delivery or the hours. A dispute between the Client and the Contractor about the content or the performance of the Project is settled between them in accordance with the Underlying Project.
18.2 The Platform records the acts performed via the Platform (including submissions, approvals and the expiry of periods) and maintains an audit trail of them. This record serves only as a record and does not entail any substantive judgment by Blackbear.
18.3 A dispute between the Client and Blackbear about the Platform Services or about the application of these terms is first discussed by the parties in mutual consultation. If they do not reach a solution, recourse to the competent court is available in accordance with Article 21.
Article 19. Suspension, termination and duration
19.1 These terms apply between Blackbear and the Client from the creation of the Account and for as long as the Account exists. The duration and termination of the User Agreement are governed by that User Agreement. The duration and termination of an Underlying Project are governed by that Underlying Project and the SOW, and are independent of the duration of the Account.
19.2 The Client may terminate its Account subject to the User Agreement. Termination does not affect ongoing Underlying Projects and the resulting obligations towards the Contractor; their settlement takes place in accordance with the Underlying Project. Already approved Milestones and the resulting payment obligations towards Blackbear remain due.
19.3 Blackbear may suspend or restrict the Client’s access to the Platform or its participation in a Project, or terminate the Account, if:
the Client fails to comply with a material obligation under these terms or the User Agreement and, to the extent that remedy is possible, does not remedy this within a reasonable period set by Blackbear;
the Client does not pay an invoice within the period and does not remedy the default within a reasonable period set by Blackbear;
there is fraud, misuse of the Platform, or conduct that harms the security, the integrity or the proper functioning of the Platform;
there is a reasonable suspicion of conduct as referred to under (c), for the duration of the investigation into it;
the Client is declared bankrupt or is granted suspension of payments, or its business is discontinued or wound up; or
a statutory obligation or an order of a competent authority so requires.
19.4 Blackbear uses these powers in a manner proportionate to the seriousness of the ground, and does not base a measure on a judgment about the quality, expertise or performance of the Contractor; such a judgment belongs to the Client alone. Where the situation permits, Blackbear does not proceed to termination before suspension or a warning has proved unsuccessful.
19.5 Suspension, restriction or termination does not affect the obligations that have arisen up to that moment. Already approved Milestones remain due by the Client in accordance with Article 9. Suspension, restriction or termination furthermore does not affect Blackbear’s statutory obligations to retain and report certain data.
19.6 Provisions that by their nature are intended to survive termination, including Articles 13 (liability and indemnification), 15 (confidentiality), 16 (data processing), 17 (contracting outside the Platform) and 21 (final provisions, including choice of law and forum), as well as the payment obligations for already settled Milestones, remain in force after termination of the Account.
Article 20. Amendment of the terms
20.1 Blackbear may amend these terms. When notifying an amendment, Blackbear states whether it is an amendment of a minor nature or a far-reaching amendment that materially affects the rights or obligations of the Client.
20.2 An amendment of a minor nature (including textual clarifications and rules for new functionalities that do not materially affect the rights and obligations of the Client) is notified by Blackbear to the Client at least fifteen (15) days before it takes effect, via the Platform or by email. If the Client does not object within fifteen (15) days of the notification and continues to use the Platform, the amended terms apply from the moment they take effect.
20.3 In the case of a far-reaching amendment, Blackbear notifies it at least fifteen (15) days before it takes effect and asks the relevant Users, on the next use of the Platform during that period, to expressly accept the amended terms. If the Client accepts, the amended terms apply to it from the moment of acceptance. If the Client does not object within fifteen (15) days of the notification and does not expressly accept either, it is deemed, after the expiry of that period, to have accepted the amendment and the amended terms apply to it from the moment they take effect. Blackbear may remove the request for express acceptance after the expiry of that period.
20.4 If the amendment concerns a change that materially affects the fees or rates, the liability, the intellectual property, a recruitment or non-solicitation clause, or the applicable law and competent court, the Client may, even without prior objection, still object within thirty (30) calendar days after it takes effect or terminate the legal relationship in the manner of paragraph 5. Until the termination, the terms apply to it in their unamended form.
20.5 If the Client objects in time to an amendment, the parties enter into consultation. If they do not reach a solution, each of them may terminate the Account and the User Agreement subject to the applicable termination rules. Until the termination, the terms apply in their unamended form.
20.6 Blackbear states in these terms the date on which they were last updated, and records which version of these terms a User has accepted or is deemed to have accepted.
20.7 The terms applicable to an ongoing Underlying Project are those that applied at the moment of entering into that Underlying Project, unless the parties agree otherwise. An amendment of these terms takes effect for Underlying Projects entered into after it takes effect.
Article 21. Final provisions
21.1 Blackbear may transfer its rights and obligations under these terms to another company within the group to which it belongs. The Client already now provides its cooperation for this. The Client cannot transfer its rights and obligations under these terms without Blackbear’s prior written consent.
21.2 If a provision of these terms is null or voidable, the remaining provisions remain in force. The parties replace the affected provision with a valid provision that approximates its purport as closely as possible.
21.3 These terms, together with the User Agreement, the Underlying Project, the SOW and the Privacy Policy, constitute the entire arrangements between Blackbear and the Client regarding the use of the Platform, and replace earlier arrangements on the subject.
21.4 These terms are drawn up in Dutch. Blackbear also makes an English translation available, which carries the same date. In the event of a difference between the Dutch and the English text, the Dutch text prevails.
21.5 Only Dutch law applies to these terms and to the use of the Platform.
21.6 Disputes between Blackbear and the Client arising from or in connection with these terms are submitted to the competent court in Amsterdam, unless Blackbear elects for the court having jurisdiction by law.