Terms and Conditions for Contractors
Last updated: 1 August 2026
These Terms and Conditions for Contractors form the framework for the relationship between Blackbear B.V. (the Platform) and the Contractor. The Contractor accepts these terms upon creating its Account.
Article 1. Definitions
In these Terms and Conditions for Contractors:
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 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.
1.5 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. In Blackbear’s context, a Client is for example a company, a municipality or ministry, or a foundation or educational institution.
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.
1.7 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 Earnings. A SOW takes one of the following forms:
Fixed price: the Earnings are linked to the delivery and approval of a defined Deliverable per Milestone.
Hourly rate: the Earnings are linked to hours actually worked and verified within an approval cycle. A Milestone here generally concerns an approval cycle, usually one calendar month.
1.7a Earnings: the remuneration to which the Contractor is entitled for its work as recorded in the definitive SOW. Under a fixed-price SOW this is the amount agreed per Milestone; under an hourly-rate SOW the hourly rate over the verified and approved hours. The Earnings are exclusive of any Reimbursable Expenses (Article 9.8) and apply before the application of any Payout fee (Article 10). The Earnings are the amount that the Contractor sees via the Platform.
1.7b Reimbursable Expenses: the expenses agreed in the SOW between Client and Contractor that the Contractor may charge in addition to the Earnings and submits for approval per Milestone, including travel expenses and other expenses. The Reimbursable Expenses form part of the amount to be paid to the Contractor and of the taxable amount for VAT purposes (Article 9.8).
1.8 Project: all of the work that the Contractor performs for the Client on the basis of the Underlying Project and the SOW.
1.9 Milestone: a logically delineated part of the Project that is submitted, reviewed, approved and settled separately.
1.9a Deliverable: what the Contractor delivers and submits for approval per Milestone under a fixed-price SOW, as described in the SOW (delivery criteria).
1.9b 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.
1.10 Self-billing invoice: the invoice that Blackbear draws up on behalf of the Contractor (Article 35 of the Dutch VAT Act) for the earnings to which the Contractor is entitled.
1.11 Payout option: the period, to be chosen by the Contractor per Milestone, within which the payout takes place after approval of the Milestone. A faster payout may be subject to a Payout fee.
1.11a Payout fee: the reduction of the amount to be paid to the Contractor that results from the Payout option chosen by it. The Payout fee counts as a settlement discount for early payment. It reduces the amount to be paid and the taxable amount for VAT purposes. It is not a separate fee charged by Blackbear to the Contractor for a service.
1.12 Account: the Contractor’s personal registration on the Platform.
1.13 Website: Blackbear’s website, accessible via https://blackbear.global.
1.14 Terms and Conditions for Contractors: these terms.
Article 2. Applicability, acceptance and order of precedence
2.1 These Terms and Conditions for Contractors apply to the Contractor’s use of the Platform and to the Platform Services that Blackbear provides to the Contractor. They form the framework within which the Contractor enters into Underlying Projects.
2.2 The Contractor accepts these terms upon creating its Account. Without acceptance, no Account can be created and the Platform cannot be used.
2.3 The Contractor’s own terms do not apply and are expressly rejected.
2.4 In the event of a conflict between these documents, the following order of precedence applies, with the higher-listed document taking precedence: (a) these Terms and Conditions for Contractors; (b) the Underlying Project; (c) the definitive SOW. A lower-listed document supplements a higher-listed document. A conflict exists only where provisions cannot coexist. The commercial and operational arrangements recorded per Project in the Underlying Project and the SOW (such as the rate, Milestones, scope and schedule) apply by way of supplement and are not set aside by these terms.
This order of precedence concerns only the relationship between Blackbear and the Contractor. 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 Contractors do not replace them.
2.5 Blackbear’s Privacy Policy applies to these terms and to the use of the Platform.
2.6 The Contractor cannot derive any rights from information in proposals, presentations, advertising or the Website. Only these terms, 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 handles the invoicing and the payout, and settles the earnings to which the Contractor is entitled by means of a self-billing invoice that it draws up on behalf of the Contractor (Article 35 of the Dutch VAT Act). The Contractor receives its Earnings as shown via the Platform, after processing of any Payout option chosen by it. In this settlement Blackbear acts in its own name and is deemed to purchase the Contractor’s service and on-supply it. 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.
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 and platform access
4.1 To use the Platform, the Contractor creates an Account. In doing so, the Contractor provides correct and complete data and keeps it up to date.
4.2 The Contractor registers as an independent entrepreneur. For the purposes of invoicing and verification of its entrepreneurship, it provides at least: its Chamber of Commerce number, VAT identification number, IBAN, name and address details and job title. To the extent that Blackbear is obliged to do so under DAC7 (Directive (EU) 2021/514, as implemented in Dutch legislation) or other laws and regulations, it also provides its citizen service number or, if it is not a tax resident of the Netherlands, another tax identification number, plus the data required for the legally mandated identity verification.
4.3 The Account is personal. The Contractor is responsible for careful use and confidentiality of its login credentials and for all acts performed via its Account.
4.4 The Contractor warrants that it is authorised and entitled to accept and perform Projects as an independent entrepreneur, and that it complies with the applicable legal and tax obligations.
4.5 Blackbear may suspend or restrict access to the Platform in accordance with Article 19. Registration gives no right to a minimum number of Projects, exclusivity or continuity of Projects.
4.6 As a digital platform operator, Blackbear is obliged under DAC7 (Directive (EU) 2021/514) to verify the identity of the Contractor and to report certain data annually to the Dutch Tax and Customs Administration, including the amounts earned by the Contractor via the Platform during the relevant year. The Contractor provides the data required for this on request, including its tax identification number and, where necessary, a copy of a valid identity document. If the Contractor does not provide these data or does not do so in time, it cannot be selected for a Project or 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. Matching and pre-selection
5.1 As part of its intermediary services, Blackbear brings supply and demand together. The Contractor can apply to SOWs published via the Platform.
5.2 After application, Blackbear determines whether the qualifications requested in the SOW and the qualifications stated by the Contractor match (matching). On that basis it may 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.
5.3 The final choice of a Contractor lies entirely with the Client.
5.4 Application or pre-selection for a SOW creates no obligation for the Client or Blackbear to enter into an Underlying Project, and no exclusivity. The Contractor is free to work for other clients, including outside the Platform, subject to Article 17.
Article 6. Application and conclusion of the Underlying Project
6.1 A SOW published via the Platform contains at least the description of the Project, the delivery criteria, the timeline, the possible (negotiable) Earnings, any Milestones already known, the manner of performance (on location, hybrid or remote) and the required qualifications.
6.2 After selection, the Client and the Contractor jointly draw up the definitive SOW. This records at least the following: the definitive Earnings, the Milestones, the scope (in and out) and, under an hourly-rate SOW, the estimated effort per week and any hour cap.
6.3 The Contractor advises on the drawing up of the definitive SOW from its own expertise regarding the approach to the Project. That advice does not affect the fact that the Contractor performs the Project independently and at its own discretion and that the Client exercises no direction or supervision over the performance.
6.4 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.
6.5 Upon entering into each Underlying Project, the Contractor confirms that it enters into it as an independent entrepreneur and that the principles of independence set out in Article 11 apply.
Article 7. Rate and rate-setting
7.1 The Contractor itself determines the rate or Earnings for which it wishes to accept a Project. It can accept the remuneration shown via the Platform or negotiate it with a counter-offer. The Contractor sees what it receives and the Client sees what it owes.
7.2 The agreed Earnings are recorded in the definitive SOW and count as the remuneration for the Project agreed between Client and Contractor.
7.3 The Contractor may apply a different rate per Project and per Client. Blackbear exercises no influence on the level of the rate set by the Contractor.
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 amounts shown via the Platform, including the Earnings and the Reimbursable Expenses, are exclusive of VAT, unless expressly stated otherwise. Any VAT due is processed via the self-billing invoice that Blackbear draws up on behalf of the Contractor (Article 9).
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.
8.1a The Contractor may, at its own choice, add explanatory information upon submission: under an hourly-rate SOW a note to a separate day in the Log about the work performed, and upon each submission an explanatory remark to the Milestone as a whole. These explanations are optional and are provided only on the Contractor’s own initiative. They do not serve as accountability to the Client or Blackbear about the manner of performance, create no obligation to keep or provide them, and do not detract from the independent performance of the Project as referred to in Article 11.
8.2 The Client reviews the submission within ten (10) calendar days and gives approval or, with reasons, rejection via the Platform. Under an hourly-rate SOW, this review concerns only the verification of the hours spent and of the submitted Reimbursable Expenses, and does not entail any instruction or direction regarding the manner in which the Contractor performs the Project. An explanation added by the Contractor as referred to in Article 8.1a does not form part of the review and does not bind the Contractor regarding the manner of performance.
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. It gives rise only to the Contractor’s settlement claim towards Blackbear, subject to the provisions of Article 9.9.
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 Contractor’s claim to payout arises in accordance with Articles 9 and 10.
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 paid out in accordance with Articles 9 and 10. This provision does not apply to the extent that the termination is based on an attributable failure of the Contractor.
Article 9. Invoicing, self-billing and payment
9.1 The payout of the earnings to which the Contractor is entitled runs through Blackbear, in accordance with this Article and Article 10.
9.2 The Contractor consents to Blackbear drawing up a self-billing invoice on its behalf as referred to in Article 35 of the Dutch VAT Act for the earnings to which it is entitled. The Contractor does not send a separate invoice for the work covered by the self-billing.
9.3 The payout to which the Contractor is entitled per Milestone consists of (a) the Earnings recorded in the definitive SOW and (b) the Reimbursable Expenses submitted and approved under Article 9.8. If a Payout fee is attached to the chosen Payout option, it is deducted as a discount from the total of (a) and (b) and the reduced amount counts as the payout to which the Contractor is entitled. The VAT due is calculated on that reduced amount and the self-billing invoice is drawn up for that amount, with the Payout fee shown as a discount item. The Contractor sees its earnings, the approved Reimbursable Expenses and the Payout fee via the Platform.
9.4 Blackbear pays out the amount to which the Contractor is entitled (Article 9.3) within the payout term chosen by it for the relevant Milestone, counted from the approval of the Milestone. The payout does not depend on the moment at which Blackbear receives payment from the Client.
9.5 The Contractor remains itself responsible for the correctness of its tax treatment and its VAT remittance over the amounts settled via the self-billing.
9.6 The Contractor cannot derive from these terms any right of access to the amount that the Client owes or pays to Blackbear.
9.7 The Contractor may dispute a self-billing invoice drawn up on its behalf within seven (7) calendar days via the Platform. If it does not, the invoice counts as correct.
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. They are settled via the settlement of that Milestone. The approved Reimbursable Expenses form part of the amount to be paid to the Contractor (Article 9.3) and of the taxable amount for VAT purposes over the work. The conditions under which expenses are reimbursable are determined in the Underlying Project and the SOW.
9.9 Blackbear may correct, set off or reclaim an amount paid or still to be paid to the Contractor, to the extent that that amount is based on:
a manifest error or mistake, including a calculation or entry error, a double submission or a double payout; or
an incorrect or fraudulent statement by the Contractor, including the statement of hours not worked or of a deliverable not delivered.
Blackbear notifies the Contractor of a correction or reclaim in writing and with reasons. A correction is processed as a negative item on the next self-billing invoice, or reclaimed separately if set-off is not possible. This power does not extend to the failure of, or the amount of, the payment by the Client; the provisions of Article 9.4 remain fully in force.
Article 10. Platform fee and payout options
10.1 For the use of the Platform and for the intermediary services, Blackbear charges the Contractor no separate fee. The earnings to which the Contractor is entitled are the Earnings recorded in the SOW. That is the amount the Contractor receives after the fee for Blackbear’s services has been processed into it. The Earnings are independent of the amount that the Client owes Blackbear, to which the Contractor has no claim or right of access (Article 9.6). Only a Payout option chosen by the Contractor is applied to the Earnings in accordance with Article 10.5.
10.2 The Contractor chooses a Payout option per Milestone via the Platform. The chosen option determines within how many days after approval of the Milestone, as described in Article 8, the payout takes place.
10.2a The Contractor may choose per Milestone from the following Payout options. The period starts running from the date on which the Client approved the Milestone (Article 8):
payout after 1 calendar day: Payout fee 2.95%;
payout after 15 calendar days: Payout fee 2.45%;
payout after 30 calendar days: Payout fee 1.45%;
payout after 45 calendar days: Payout fee 0.00%.
The periods and percentages stated are also visible in advance via the Platform. Blackbear may change the options and percentages in accordance with Article 20; the period and percentage shown in the Platform at the moment of the choice are decisive for the relevant Milestone.
10.3 A Payout fee may be attached to a Payout option: a settlement discount for early payment on the amount to be paid to the Contractor. The Payout fee is visible in advance via the Platform, is for the Contractor’s account and is applied to the total of the Earnings and the approved Reimbursable Expenses of the relevant Milestone. The total of the approved Earnings and the approved Reimbursable Expenses of the relevant Milestone forms the basis. The Payout fee is deducted from it as a reduction of the payout in accordance with the chosen percentage. VAT is calculated on the amount that then remains, and the self-billing invoice is drawn up for that amount.
10.4 The choice of a Payout option applies only to the relevant Milestone and cannot be changed after approval of that Milestone.
10.5 The Payout option is a choice that the Contractor makes voluntarily and per Milestone in order to have the amount to which it is entitled for that Milestone (the Earnings and the approved Reimbursable Expenses) paid out early against a Payout fee. The Payout fee is processed as a discount that reduces the amount to be paid and the VAT due on it. It has no connection with, and does not depend on, the payment by the Client. The provisions of Article 9.4 remain in force and there is no right of recourse against the Contractor for the failure of payment by the Client.
Article 11. Obligations and independence of the Contractor
11.1 The Contractor performs each Project as an independent entrepreneur, to the best of its ability and in accordance with the arrangements it has made with the Client in the Underlying Project and the SOW.
11.2 The Contractor independently and at its own discretion determines how and when it performs the Project. Blackbear exercises no direction or supervision over the Contractor and gives it no instructions regarding the content, the manner, the place or the time of performance. In the performance, the Contractor is not embedded in Blackbear’s organisation and is not part of its staff or organisational structure.
11.3 The Contractor is not obliged to perform the Project personally and may arrange for a replacement in the performance. The conditions under which replacement takes place are governed by the Underlying Project.
11.4 The Contractor is free to work for several clients, including outside the Platform, subject to Article 17. Blackbear does not require exclusivity and the use of the Platform creates no exclusivity.
11.5 The Contractor bears its own entrepreneurial risk. It is not paid for periods in which no work is performed and receives only the earnings for work actually performed and, under an hourly-rate SOW, verified and approved.
11.6 The Contractor itself determines its rate in accordance with Article 7 and is itself responsible for its business operations, its tax and social-security obligations and the correct processing of them.
11.7 The Contractor warrants that it complies with the statutory obligations resting on it to perform the Project as an independent contractor, and that it refrains from acts that stand in the way of its independent position.
11.8 The Contractor 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.
11.9 Upon completion of the Milestone to which they are linked, at the end of the Project, and without delay upon early termination of the Underlying Project, regardless of the reason for it, the Contractor makes available to the Client and transfers to the Client, in usable form, the results, datasets, source code and associated working files of the Project, in accordance with what the parties have agreed on this in the Underlying Project and the SOW. The Contractor undertakes towards Blackbear to comply with this obligation. It forms part of the proper use of the Platform and of the collaboration that has arisen through Blackbear’s intermediary services. After the transfer, the Contractor does not retain a copy longer than necessary and erases or destroys remaining copies at the Client’s request, save for statutory retention obligations.
11.10 If the Contractor does not make available to the Client or transfer the results, data or files referred to in Article 11.9, and does not remedy this within five (5) working days of a written notice from Blackbear or the Client, the Contractor forfeits to Blackbear an immediately payable penalty of € 10,000 per violation, increased by € 500 for each day that the non-compliance continues after the expiry of that period, with a maximum of € 25,000. This does not affect Blackbear’s right to compensation for the loss actually suffered and the Client’s claim to performance (actual delivery and transfer). The penalty is not due if the non-compliance results from a good-faith mistake or if its consequences are minimal, and neither to the extent that the non-compliance is not attributable to the Contractor.
Article 12. Insurance
12.1 At the start of and during each Project, the Contractor has the insurance or insurances that the nature and the risk profile of the relevant Project require. Unless the SOW provides otherwise, the following applies as a lower limit:
for a Project with predominantly a risk of pure financial loss (such as advisory, IT, design or other knowledge-intensive work): professional liability insurance with a sum insured of at least € 1,000,000 per claim and per insurance year;
for a Project with a risk of injury or property damage (such as work on location or with physical impact): general liability insurance with a sum insured of at least € 1,250,000 per insurance year.
If the nature of the Project entails both risks, the Contractor has both insurances. The Contractor maintains the required insurances throughout the term of each Project.
12.2 The Contractor declares upon accession and upon entering into each Project that it has the required cover. Blackbear may, on first request, whether or not on a sample basis, require within ten (10) working days evidence of cover (insurance certificate and policy). If a required insurance changes or lapses during the term of a Project, the Contractor informs Blackbear and the Client of this in writing without delay.
12.3 The SOW may prescribe higher sums insured or additional cover for a specific Project, such as cyber or data insurance. Such additional requirements apply per Project and are recorded in the SOW.
12.4 If the Contractor does not meet the insurance required under Article 12.1 or a project-specific insurance requirement imposed in the SOW under Article 12.3, it cannot be selected for the relevant Project or its participation in it may be suspended or restricted in accordance with Article 19.
12.5 An incorrect or misleading statement about the insurance required under Article 12.1, or the failure to provide evidence of cover or report a change as referred to in Article 12.2 in time, entitles Blackbear to recover the resulting damage from the Contractor and to restrict access to the Platform or participation in a Project in accordance with Article 19.
Article 13. Liability and indemnification
13.1 The Contractor is liable up to a maximum of € 1,000,000 for damage that it or a third party engaged by it causes to Blackbear, the Client or third parties in the performance of the Project. The Contractor is also liable for damage of Blackbear resulting from the failure to comply, or the inadequate compliance, with its obligations under these terms. The SOW may, for a specific Project with a lower risk profile, set a lower liability limit, with a correspondingly lower insurance requirement as referred to in Article 12.3.
13.2 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 suitability of the Client. Blackbear is responsible only for the proper performance of its own Platform Services.
13.3 Blackbear’s liability towards the Contractor for damage arising from or in connection with the Platform Services or a Project 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 13.2 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 also do not limit Blackbear’s obligation to pay out the approved earnings to which the Contractor is entitled in accordance with Articles 9 and 10. That obligation concerns performance and not damages.
13.6 The Contractor indemnifies Blackbear, to the extent permitted by law, against all claims from the Dutch Tax and Customs Administration, social-security institutions, pension administrators and other bodies regarding wage tax, VAT, premiums, contributions and the associated 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 Blackbear, or on the basis of chain liability, to the extent that those claims are attributable to the Contractor because it has made an incorrect statement about its independent status, because its own acts or omissions give rise to it, or because the tax treatment on its side is incorrect. This indemnification does not extend to the manner in which the Client actually shapes the collaboration; that relationship is governed by the Underlying Project, in which the Client bears the primary responsibility for a correct set-up of the project.
13.7 The Contractor further indemnifies Blackbear against claims from the Client or from third parties arising from the performance of the Project, to the extent that these exceed Blackbear’s limitations of liability. If assessments or claims as referred to in this Article are imposed on Blackbear, it informs the Contractor 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. 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 Contractor.
14.4 For the duration of its Account, the Contractor 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 Contractor does not reproduce, adapt or exploit the Platform or parts of it outside this right of use.
Article 15. Confidentiality
15.1 Confidential Information means: all information, in whatever form, that the Contractor obtains in the use of the Platform or the performance of a Project from or about Blackbear, the Client or third parties, and of which the Contractor 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 Contractor 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 Contractor 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 Contractor imposes the confidentiality obligations of this Article on persons it involves in the performance of the Project, 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.
Article 16. Processing of personal data
16.1 Blackbear processes the Contractor’s personal data for registration, the Platform Services, the matching and the financial settlement. Blackbear is an independent controller for these processing operations. Blackbear’s Privacy Policy applies to these processing operations.
16.2 The Contractor’s data referred to in Article 4.2 (including Chamber of Commerce number, VAT identification number, IBAN, name and address details and job title) are processed by Blackbear for invoicing, self-billing and verification of entrepreneurship, on the basis of the performance of the agreement and the statutory obligations resting on Blackbear. In addition, Blackbear processes the data that the Contractor provides to it under these terms, including evidence of cover (Article 12.2), evidence of a pre-existing business relationship (Article 17.4) and the data of a replacement, for the purposes for which those data are requested.
16.3 For the personal data that the Contractor processes in the performance of a Project, Blackbear is not a controller. The division of roles between the Client and the Contractor for those processing operations is determined in the Underlying Project. The Contractor is an independent controller for its own processing operations, unless the Client has designated it as processor by means of a data processing agreement.
16.4 To the extent that the Contractor submits via the Platform Deliverables, messages or attachments that contain personal data, Blackbear stores these and makes them available to the Client. In doing so, Blackbear acts as the Client’s processor and does not use those data 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 In each processing of personal data, the Contractor complies with the obligations resting on it under the General Data Protection Regulation (GDPR) and takes appropriate technical and organisational measures.
16.6 In the event of a personal data breach affecting Blackbear or the data processed via the Platform, the Contractor informs Blackbear without delay and provides the reasonably necessary cooperation.
16.7 The Contractor 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 Contractor leads to a claim by a supervisory authority or a third party against Blackbear, the Contractor indemnifies Blackbear against the resulting fines, damage and costs, to the extent permitted by law.
16.8 The Contractor does not process personal data longer than necessary and complies with the applicable retention periods and with any additional arrangements in the Underlying Project or the SOW.
Article 17. Contracting outside the Platform
17.1 The Contractor acknowledges that a contact with a Client is established through Blackbear’s intermediary services. The Contractor does not enter into a direct collaboration with a Client 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 also includes a collaboration through a third party (such as payrolling, temporary employment or subcontracting), a collaboration through companies affiliated with the Contractor or the Client, and any arrangement that in effect seeks to circumvent the application of this Article.
17.3 The clause in Article 17.1 applies per Client for twelve (12) months from the moment at which the Contractor came into contact with that Client via the Platform, and remains in force even if the Account is terminated in the meantime.
17.4 A direct collaboration is permitted after prior notification to Blackbear, and only if agreement has been reached with Blackbear on it or the fee due for it has been paid. If a business relationship already existed between the Contractor and the Client for the relevant work before the introduction via the Platform, the Contractor reports this to Blackbear in writing within five (5) working days after the conclusion of the Underlying Project, with evidence. Blackbear responds within five (5) working days. If no response is given, consent is deemed granted.
17.5 If the Contractor acts in breach of this Article, it forfeits to Blackbear an immediately payable penalty of € 10,000 per violation, without prejudice to Blackbear’s right to compensation for the loss actually suffered. The penalty is not due if the non-compliance results from a good-faith mistake or if its consequences are minimal.
17.6 This Article serves only to protect Blackbear’s intermediary performance. It does not restrict the Contractor in its freedom to work for other clients or to accept, outside the Platform, projects that have not arisen through Blackbear’s intermediary services.
17.7 To the extent that an Underlying Project applies to the relationship between the Contractor and a Client introduced via the Platform, the provisions on direct collaboration, takeover and the non-solicitation clause 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 Contractor 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 Contractor from the creation of the Account and for as long as the Account exists. 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 Contractor may terminate its Account at any time. Termination does not affect ongoing Underlying Projects and the resulting obligations towards the Client. Their settlement takes place in accordance with the Underlying Project.
19.3 Blackbear may suspend or restrict the Contractor’s access to the Platform or its participation in a Project, or terminate the Account, if:
the Contractor fails to comply with a material obligation under these terms, including the failure, upon completion of the Milestone to which they are linked, or after the end or early termination of a Project, to make available to the Client or transfer the results, data or source code of the Project, and, to the extent that compliance is possible, does not remedy this within a reasonable period set by Blackbear;
the Contractor no longer meets, or does not meet, the conditions set in Article 4 or Article 12;
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 Contractor 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. The Contractor retains its claim to payout of Milestones approved before the suspension or termination in accordance with Articles 9 and 10. Suspension, restriction or termination furthermore does not affect Blackbear’s statutory obligations to retain and report certain data, including the retention and reporting of data under DAC7 (Article 4.6). Blackbear retains those data for the statutory retention period, also after the Account has been suspended or terminated.
19.6 Provisions that by their nature are intended to survive termination, including Articles 11.9 and 11.10 (delivery and transfer of results), 13 (liability and indemnification), 15 (confidentiality), 16 (data processing), 17 (contracting outside the Platform) and 21 (final provisions, including choice of law and forum), 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 Contractor.
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 Contractor) is notified by Blackbear to the Contractor at least fifteen (15) days before it takes effect, via the Platform or by email. If the Contractor 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 Contractor, on the next use of the Platform during that period, to expressly accept the amended terms. If the Contractor accepts, the amended terms apply to it from the moment of acceptance. If the Contractor 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 Earnings, the Payout options or Payout fees, the liability, the intellectual property, a non-compete or non-solicitation clause, or the applicable law and competent court, the Contractor may, even without prior objection, still object within thirty (30) calendar days after it takes effect or terminate the Account in the manner of paragraph 5. Until the termination, the terms apply to it in their unamended form.
20.5 If the Contractor 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 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 the Contractor 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 Contractor already now provides its cooperation for this. The Contractor 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 Underlying Project, the SOW and the Privacy Policy, constitute the entire arrangements between Blackbear and the Contractor 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 Contractor 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.