General conditions of use

1. Definitions

The following terms have the following meanings in the General Conditions of Use, when drafted with an upper case first letter:

• “Application”: refers to the mobile application published by Brigad, available on iOS and Android.
• “Brigad”: refers to the simplified joint stock company, Brigad, listed on the Créteil Trade and Companies Register under number 814 956 744 and with its head office located at 8 place Salvador Allende, 94000 Créteil.
• “Talent”: refers to a self-employed contractor providing services in accordance with this agreement within the country in which it operates, and the holder of an Account.
• “GCU”: refers to these General Conditions of Use, which are also referred to as the “Terms and Conditions”.
• “Group” means Brigad and all companies which are for the time being either a Holding Company or a Subsidiary of either Brigad or any such Holding Company. “Group Company” means any company within the Group.
• “Account”: refers to a user’s dedicated and customised digital space on the platform, thus granting access to the Services.
• “User Content”: refers to any data or piece of information, other than protected intellectual property elements, communicated by a User, using any method, on the Site or Application.
• “Service Agreement”: refers to the service contract that links the Business and Talent, for the performance of a Mission and that contains, in particular, the essential elements relating to this Mission (type of Mission, date, duration, price), generated by the platform, if applicable depending on the country.
• “Subsidiary” and “Holding Company” have been defined by section 1159 of the Companies Act 2006 (or any statutory modification or reenactment of that Act) but for the purposes of section 1159(1) Companies Act 2006 a company shall be treated as a member of another company if any shares in that other company are registered in the name of:
  (a) a person by way of security (where the company has provided the security); or
  (b) a person as nominee for the company.
• “Business”: refers to a company that holds an account and logs onto the platform looking for one-off services.
• “Mission Offer”: refers to an offer to perform a Mission generated by a Business and made available to Talents via the Platform.
• “Platform”: refers to the contact platform operated by Brigad and accessible from the Application or the Site, enabling Users to avail of Services.
• “Mission”: refers to a one-off service proposed on the Platform by the Business and offered to potential Talents with an active profile on the Platform.
• “Services”: refers to all of the services rendered by Brigad to Users on the Platform, such as:
  (a) For Businesses: the facilitation of Mission Offers aimed at Talents, access to invoices;
  (b) For Talents: access to Mission Offers, facilitation of payment for Missions using the tool provided on the Platform by Stripe, and
  (c) For Users: the facilitation of Mission Contacts which can be entered into between Talents and Businesses.
• “Mission Contract” means a contract regarding a Mission entered into between a Business and a Talent.
• “Site”: refers to the www.brigad.co website and all of its sub-domains.
• “Tax” means income tax, employee National Insurance contributions and employer National Insurance Contributions (in each case whether or not required to be accounted for under the PAYE rules of the United Kingdom) and any equivalent tax, contributions or similar obligations elsewhere, together, in each case, with all related penalties and interest.
• “User”: refers either to a Talent or a Business that uses the Platform.

Unless required otherwise as a result of the context, terms and definitions stated in the singular include the plural, and vice versa.

2. Purpose and scope of the GCU

Brigad operates the Platform that enables Businesses and Talents to be put into contact, with a view to the latter undertaking Missions for Businesses in accordance with a Mission Contract. Brigad enables the bringing together of a specific skill (Talent) and a short-term need (Business) via the Platform.

The purpose of the GCU is to define the means by which the Platform is accessed and used, and also to define the rights and obligations on the part of Brigad, Businesses and Talents in association with the use of the Platform.

The GCU do not govern the contractual relationship between a Business and a Talent.

Within its capacity as an online platform operator in accordance with applicable law, Brigad undertakes neither any obligations nor any responsibility regarding contractual relations between a Business and a Talent. The role of Brigad is limited to the operation of the Platform and the provision of Services.

3. Registration, acceptance and amendment of GCU

3.1. Acceptance of the GCU

At the moment an Account is created, and prior to the request for registration, any natural or legal person wishing to register on the Platform commits to reading the GCU when granting its consent to the GCU by checking the corresponding box that is displayed on the Platform when the registration request is issued.

3.2. Registration conditions for Businesses

Any legal person with a one-off need for the provision of services may submit a registration request via the Site or the Application, provided that he provides the required information (for example, corporate name, head office address, contact details).

The registration request results in the creation of an Account. However, the Business will only be able to make full use of the Site following the validation of the registration request by Brigad. In particular, the Business is requested to provide a valid means of payment, without which it will not be able to make use of the Platform.

Once the Account has been definitively validated, the Business will receive a confirmation email and can avail of the Services. The Business can also provide certain details for information purposes, such as a description of the Business or its logo.

The Business guarantees to Brigad that the natural person responsible for the creation of the Account has the authority and the capacity to create the Account in accordance with the laws of the country in which it operates, as well as the capacity to avail of the Services, and that the information provided is accurate.

Brigad reserves the right to refuse any registration request.

3.3. Registration conditions for Talents

Any person can submit a registration request via the Site or the Application, provided that he/she: (a) provides the required information (for example, last name, first name, email address, telephone number); (b) provides other basic information and documentation that may be requested by Brigad from time to time, including, in the case of an individual user, a copy of their passport and other identity documentation, and evidence of their right to work in the UK; ; and (c) complies with and successfully passes any ‘Know Your Client’ or other checks that may be in place as a condition of use of the Platform, as determined by Brigad from time to time.

The registration request shall result in the creation of an Account. However, Talent will only be able to make full use of the platform and take on Missions following the validation of the registration request by Brigad.

Talent understands and accepts that he may be contacted by telephone, in particular with a view to introducing him to the function of the Platform, and to verify the accuracy of the information provided by the Talent.

The performance of Missions is subject to the Talent meeting the applicable requirements to provide their services within the country in which he/she operates.

If the Talent does not permanently hold a legal and fiscal status that enables the regular provision of services in the country in which he/she operates, the Talent’s Account may be suspended during the 30 days following his registration request.

The Talent guarantees that he is creating the Account in his own name, that he has the authority and the capacity to create the Account and to use the Platform, and that the information provided is accurate.

Brigad reserves the right to refuse any registration request.

3.4. Changes to Services and amendment of the GCU

In order to improve their function and quality, and on account of the continual change within the digital sector, Brigad regularly makes changes to the features and functions of the Platform and the Services. Thus, Brigad may, in particular, add, remove or replace certain functions at any time, and the platform is automatically updated on a regular basis.

Users will be informed of changes by email within a period of 7 days prior to the coming into force of the new version of the GCU.

During this period, any user may withdraw his agreement with the GCU, by any means (for example, by sending an email stating his desire to cease using the Platform), provided, in the case of Talent, that he complete any ongoing Missions or honour those to which he has agreed, and in the case of the Business, that he enables the debiting of the amounts due for the completed Missions via Stripe.

4. Account access, use and security

Once the Account has been definitively validated, the User receives a confirmation email and can make use of the Platform.

Access to and the use of the Platform and Services is reserved exclusively for Users. Each User understands and accepts that he is responsible for the accessing and use of his Account, and that this must be for personal use.

With the exception of a technical fault that can be attributed to Brigad or in case of force majeure, each User is responsible for ensuring the confidentiality and security of his login details and payment information.

It is strongly recommended that the User change his password at regular intervals, via his Account, and that he use a secure password, avoiding easily identifiable combinations. Brigad may impose an expiration date on the User’s password, after which he will be invited to change his password.

If he has reason to believe that his login details (in particular his username or password) or his payment information has been lost, stolen, misused or compromised in any way, or in the event of the unauthorised use of his Account, the User must immediately notify Brigad by email at job@brigad.co. In the absence of such a notification, all use of the Account or the Platform shall be deemed to have been realised by the User.

In such a situation and/or in the event of a potential or established threat to the security or confidentiality of the Account and its associated data, in particular payment information, the User authorises Brigad to take all appropriate measures to prevent any unauthorised access to the Account (for example, resetting the username and password, blocking ongoing or subsequent payment processes and/or suspending access to the Account).

5. Function of the platform

5.1. Mission Offer

When a Business encounters a one-off need for a specific service, the Business generates a Mission Offer containing the essential features of the Mission.

In order to enable the best possible linking up of the Business’s need and the skills of Talent, the Business is requested to fill in the description of the Mission and the skills required of Talent as accurately as possible.

5.2. Business of contact

Thanks to the technological solution developed by Brigad, the Mission Offer will be sent to those Talents most likely to meet the encountered need. The Mission Offer will be considered unfulfilled if no Talents respond within a period of time freely defined by Brigad. If the Mission Offer is considered as such, then Talents can no longer accept it and it will no longer be visible.

5.3. Acceptance of the Mission

Talent receives Mission Offers by means of a push notification via the Application (and in the missions list tab within the Application) and can accept the Mission Offer using the corresponding function.

The first Talent to respond positively to the Mission Offer and successfully accept the Mission Offer will then be able to perform the Mission for the Business. The information that he has provided in his Account will then be transmitted to the Business, which will be informed of Talent’s acceptance.

Subject to the conditions set out in this agreement, the Talent agrees to perform any confirmed Mission and the Business remunerates Talent in return for the Mission.

5.4. End of the Mission

Once the Mission is complete, each User accepts that he may receive comments by the other User who is a party to the Mission Contract. These comments may relate to the Mission Offer itself, the provision of services under the Mission Contract, or the conduct of parties in connection with the Mission.

6. Rules relating to cancellations

6.1. Cancellation of a Mission by the Business

All Businesses can cancel a Mission scheduled with a Talent via the Platform.

The rules applicable in the event of the cancellation of a Mission by the Business are accessible on the Site, via the following links:

• https://help.brigad.co/hc/en-gb/articles/115001345794-Can-I-cancel-a-mission
  

In the case of the amendment of the cancellation rules, Users will be informed within a period of 3 days prior to the coming into force of the new conditions. The applicable cancellation rules are those that were in force at the moment Talent accepted the Mission Offer.

6.2. Cancellation of a Mission by a Talent

The Talent can cancel a Mission at any time, without incurring fees and without prejudice to the stipulations of article 11.4.

7. Tariffs and payments

7.1. Mission tariffs

The Mission tariffs are suggested by Brigad’s technological solution, based in particular on the following criteria:

• location of the Mission;
• nature of the Mission;
• application of a surcharge, in particular in the event of high demand on the Platform.

Before generating the Mission Offer, the Business has the possibility to adjust freely the price suggested by the Platform. The Business must validate the amount when creating the Mission Offer on the Site or Application.

7.2. Management of cash flow and payment to Brigad

In order to manage payments between Users on the Platform, Brigad avails of the services provided by Stripe, a payment service provider authorised to handle monies on behalf of third parties. By way of a reminder, the general conditions of use of Stripe, which the user has accepted in advance, are accessible at https://stripe.com/fr/ssa#stripe_services_agmt.

These govern the rights and obligations on the part of Users with regard to payments being made on the Platform.

In return for the Services, a commission is charged on the amount charged for each Mission. The amount of this commission, which corresponds to a fixed percentage of the amount charged for the Mission, is communicated on the Platform.

When the commission amount changes, Users are informed by email at least 7 days before the new amount is applied. The applicable amount is that in effect at the moment Talent accepted the Mission Offer.

The Business agrees to pay the full amount of any fee payable to the Talent in connection with any Mission, in accordance with instructions issued by Brigad from time to time.

The Talent agrees to pay to Brigad the commission payable in relation to any such Mission.

The Talent also agrees and authorises Brigad to deduct the value of any commission payment due to Brigad from any amounts payable by Brigad to the Talent.

7.3. Means of payment

The Business is charged or pays via Stripe the amount for the Mission, within the deadlines and according to the means of payment which are available on the Platform, as determined by Brigad from time to time.

Talent receives the funds via the intermediary, Stripe, within 20 days from the end of the Mission, paid to the bank account entered in his Account.

7.4. Contestation and adjustment of payments

Users can contest (or simply adjust) the amount owed for the Mission, for example in order to adjust the actual duration of the Mission.

In the event of a dispute between the Business and Talent, Brigad commits to facilitate discussions between the Users with a view to reaching an amicable solution, and may be forced to suspend payments pending the resolution of the dispute.

The Users undertake mutually to make loyal use of the Platform, and in particular of the functions enable the adjustment of the conditions for the performance of the Mission. In the event of a clearly unreasonable or fraudulent contestation, the amount normally and justly owed to Talent will be adjusted and Stripe will pay the corresponding amount to Talent.

7.5. Invoice mandate

Talent expressly instructs Brigad, which accepts this mandate, to draw up invoices relating to the Mission, in its name and on its behalf. Invoices shall be stated to be inclusive or exclusive of VAT, as applicable, and shall be paid in accordance with such statement.

The Talent warrants as a strict condition of this agreement that it has provided Brigad with accurate and up-to-date information regarding their VAT registration status and obligations in relation to the charge and/or payment of VAT.

It is agreed that Talent remains fully responsible for obligations in terms of invoicing, with regard to the original invoices issued in his name and on his behalf by Brigad. In particular, the Talent accepts full liability for his compliance with the laws of the country in which he operates. The Talent shall be fully and exclusively responsible for and in respect of the payment of all remuneration payable to and any rewards provided for the Talent and/or any

Substitute under this agreement or otherwise, including any VAT, Tax and any other form of levy or social security cost in respect of his or her remuneration or any other benefit or reward.

The invoice mandate is valid for the entire term of the GCU.

For the purposes of the mandate, Talent undertakes to transmit, upon the first request by Brigad, all of the information required for the issuance of invoices in his name and on his behalf, in accordance with his situation and in compliance with the laws of the country in which he operates.

Talent undertakes (i) to pay to the relevant administrative body any VAT for which he may be liable, (ii) to request and retain a copy of the invoices issued on his behalf by Brigad and (iii) to notify Brigad of any change in his situation that may impact this invoice mandate.

Talent has a period of 3 days to contest the content of the invoices issued in his name and on his behalf. Upon the expiration of this deadline, Talent shall be deemed to have accepted and considered normal the principle and the amount of his debt and the sums stated on the invoice.

7.6. Debt collection mandate

Talent expressly instructs Brigad, which accepts this mandate, to take any debt collection initiative towards the Businesses and, if necessary, towards court-appointed receivers, that would be required for the payment of the Missions to Talent.

In the context of this mandate, Brigad will take usual reminder actions (phone, emailing, post, declaration of debt to court-appointed receivers) and will require the support of duly certified debt collection companies when required.

8. Commitments on the part of Brigad

8.1. Availability of the Platform and the Services

Brigad undertakes to make the Platform and the Services available to the Users, and to make its best efforts to ensure its accessibility and proper function.

To this end, Brigad undertakes to ensure that the Platform is accessible 24/7, except in the event of force majeure or unforeseeable and unavoidable behaviour on the part of a third party, and subject to potential breakdowns, maintenance interventions and updates required for the proper function of the Platform. Due to the specific characteristics of the Internet and telecommunications networks, Brigad cannot guarantee the continuous availability of the Platform.

In the event of a malfunction or an anomaly disrupting the proper function of the Platform, Brigad undertakes to make its best effort to restore the situation.

8.2. Business of contact

Brigad cannot guarantee that Talents will be routinely available and willing to accept a Mission Offer. Likewise, Brigad cannot guarantee that a Mission Offer corresponding to Talent’s skills will be available to him at any time, and does not provide any guarantees as to minimum levels of service or work.

9. Responsibility on the part of Brigad

The Users recognise and accept that the responsibility on the part of Brigad is limited to its role as the operator of an online platform, pursuant to applicable law.

Without prejudice to article 14, Brigad can under no circumstances be held responsible for causes that are outside of its control, and in particular in the following cases:

• any direct or indirect damage suffered by a User or a third party during the performance of the Mission or in association with it, since in its capacity as a platform operator, Brigad is not part of this process and is not responsible for its execution;
• when a user fails to honour a Mission Offer, or a Talent does not perform a Mission that he has accepted, or a Business cancels the Mission, without prejudice to article 6;
• when a user enters inaccurate information in his Account and on the Platform (for example, when the Mission does not correspond to the Mission Offer or in the case where Talent does not possess the skills he stated);
• when a user violates a stipulation of the GCU;
• when a User fails to comply with the Service Agreement;
• in case of force majeure.

Furthermore, Brigad can under no circumstances be held responsible for the consequences of the fraudulent use of a User’s login details, except in the case of a technical fault attributable to Brigad, as well as for any prejudice associated with the entering of false personal details in an Account.

In any event, Brigad’s responsibility is limited to direct damage and cannot exceed the price of the Mission linked to the damage, without prejudice to article 14.

Finally, Brigad provides a Frequently Asked Questions (FAQ) section on the Site, intended for Users. The User understands and accepts that Brigad does not guarantee that the information provided there is up-to-date with the legislation in force and/or with professional practices. The Site and/or the Application may contain links to third-party websites. The linked sites are not under Brigad’s control, and Brigad is not responsible for the content of these linked sites. The FAQ section is made available for information purposes only and is BRIGAD not a substitute for the consultation of official sources (legal texts, official information made available by administrative bodies). The User expressly acknowledges that Brigad cannot be held responsible with regard to the information published in the FAQ.

10. Commitments on the part of users

10.1. Shared commitments undertaken by Users

Users expressly commit:

• to comply with the laws and regulations in force in the country in which they are operating and to refrain from disrupting public order, acting contrary to good morals or infringing upon the rights of third parties, and to avoid violating any legislative or regulatory provisions;
• to implement any measures that might safeguard the security and confidentiality of login details and payment details;
• that they are of legal age and have the capacity to enter into contract with Brigad, in accordance with the laws of the country in which they operate;
• to provide to Brigad all of the information required for the proper execution of the Missions;
• to provide information that is truthful, accurate and free from error when creating their Accounts, to keep this information up-to-date throughout their time using the Platform and to publish content that meets these same requirements;
• to use the Platform in accordance with its intended purpose and objective, and in so doing to use it fairly;
• to adopt an appropriate, polite and professional attitude within the scope of the use of the Platform, but also during the course of the Mission, whether the user is Talent or an Business;
• to refrain from creating false accounts or creating accounts under a false identity, to make personal use of the Account and to refrain from transferring or handing it over to a third party.

Users understand and accept that the following are strictly prohibited:

• any behaviour that disrupts, suspends, slows or prevents the continuity of the Platform;
• the publication of illicit content (for example, pornographic content or content that is in breach of an intellectual property right) ;
• any intrusion or attempted intrusion into Brigad’s information systems;
• any action placing a disproportionate load on Brigad’s digital infrastructures;
• any infringement of the security and authentication measures;
• any act infringing upon Brigad’s rights and financial interests, whether commercial or legal;
• any copying and/or misappropriation of the Site, the Application and/or Brigad’s digital infrastructure;
• more generally, any practice misusing the Platform, for purposes other than those for which it was designed.

The user is responsible for his use of the Platform and the Services, as such that he shall be liable for any damages he might cause as a result of his behaviour and resulting from inaccurate, incomplete and/or misleading information that he may provide during his registration, during the course of the sue of the Platform or as a result of the failure to update this information, for which he alone shall assume the consequences.

10.2. Commitments specific to Talents

10.2.1 Talent commits and/or guarantees:

• that he has satisfied all conditions under this agreement and under applicable law enabling the regular provision of services and that he will retain such a status in so far as he has recourse to the Platform and the Services;
• that he possesses the skills entered in his Account and required for the execution of Mission that he seeks to accept;
• that he will respond to Mission Offers, that his response will be either positive or negative, Talent always free to accept or refuse a Mission Offer at his sole discretion;
• that he retains full discretion to cancel any Mission even after it has been accepted;
• if there is less than 48 hours until the Mission is due to commence, the Talent agrees to use their best efforts to fulfil the Mission request, however for the avoidance of doubt they are still able to cancel at any time at their discretion;

10.2.2 As at the date of entry into this Agreement, the intention is for the Talent to provide the services set out in this agreement (the “Talent Services”). However, the Talent may at any time provide the Talent Services through another individual or individuals directly engaged by the Talent (the “Substitute”) provided that:

(a) the Substitute is either:

• (i) a Pre-Qualified Substitute; or
• (ii) is suitably qualified and has all necessary experience to perform any Mission which they intend to complete and, prior to the commencement of any Mission, has satisfied all necessary immigration requirements and ‘Know Your Client’ checks performed by Brigad from time to time, as well as any other requirements that apply to the Talent from time to time;

(b) the Talent informs the Business responsible for a Mission and Brigad of the identity and qualifications of any Substitute which the Talent uses to provide the Talent Services, as follows:

• (i) For a Pre-Qualified Substitute: the Talent must provide the notification under this clause at any time prior the performance of each Mission by the Substitute;
• (ii) For a Substitute who is not a Pre-Qualified Substitute: the Talent must provide the notification under this clause at least 48 hours prior to the performance of the Mission by the Substitute;

(c) the appointment of any Substitute is given prior authorisation in each case by the Business who is party to the Mission for which a Substitute will be used. The Business may at its absolute discretion determine whether to accept such Substitute to provide the Services; and

(d) the Talent procures that the Substitute will adhere to and be bound by all obligations and requirements that apply to the Talent under the terms of this agreement.

For the purposes of this agreement, a “Pre-Qualified Substitute” will mean an individual who is appointed as a Substitute and who is (a) already registered on the Brigad Platform, (b) has a live profile as a Talent, (c) has passed all necessary immigration, right to work and ‘Know Your Client’ checks, and any other checks that are required by Brigad from time to time, and (d) who has agreed to Brigad’s Terms and Conditions in place from time to time.

10.3. Commitments specific to Businesses

The Business commits and/or guarantees:

• that it shall refrain from cancelling a Mission previously accepted by a Talent, in which case article 6.1 shall apply;
• that it shall publish Mission Offers that correspond to one-off needs, and not long-term job vacancies;
• that it shall keep the information transmitted to it regarding Talent confidential once Talent has accepted a Mission Offer;
• to provide information regarding the specific conditions of the Mission (for example, a particular uniform or specific tools to be used) in advance, ideally when generating the Mission Offer, and no later than within a reasonable time prior to the start of the Mission;
• that it shall provide a valid means of payment for the entire period during which the Business utilises the Platform.

11. Term, suspension and termination

11.1. Term

The GCU are concluded for an indefinite term, commencing from the moment of their acceptance.

11.2. Suspension of access to the Platform

If a User is in breach of any one of his commitments under the GCU, Brigad may, temporarily and without prior notice, suspend certain functions of the Account and/or certain Services, and in particular, in the case of Talent, the ability to receive Mission Offers and, in the case of the Business, the ability to create them.

After an investigation period, during which Brigad shall, if applicable, verify the truth of the alleged violations, access to all of the functions of the Platform and/or to all of the Services, may be restored, or the GCU may be terminated in accordance with the stipulations below.

11.3. Termination subject to a notice period

Brigad and the Users are free to terminate the GCU at any time by sending an email or a letter, with acknowledgement of receipt, subject to a notice period of 15 days.

11.4. Termination without notice and without warning

In the event of a serious violation of one of the stipulations of the GCU, Brigad and the users may terminate the GCU without notice and without prior warning. By way of example, and without any claim that this list is exhaustive, the following are considered to be a serious violation, resulting in the legal termination of the GCU:

• For Talent: failure, by the Talent or any Substitute, to comply with the legal and regulatory obligations incumbent upon him within the country in which he operates, violent, improper or inappropriate behaviour on the Platform or with regard to an Business.
• For the Business: failure by the Business to pay a Talent for a mission or the use of a means of payment that fails to work on a recurring basis (resulting in repeated payment delays, for example), violent, improper or inappropriate behaviour on the Platform or with regard to a Talent.
• For Brigad: recurring technical malfunctions preventing the proper use of the Platform by Users.

11.5. Termination of the GCU

Each user commits to execute in full all of the commitments that it has undertaken prior to the termination (for example, for Talent, to complete ongoing Missions, and for the Business, to enable the payment via Stripe of the price of the ongoing Missions).

The termination of the GCU cannot result in the requirement for any compensation between Brigad and the Users.

In any case, the termination of the GCU will not necessarily result in the deletion of the Account, and may result in the retention of the Account with limited access to certain Services and/or functions (for example, so as to enable Users to access the information required in order to comply with their fiscal and social obligations).

12. Autonomy and independence

12.1 The Users and Brigad carry out their activity in total autonomy and independence, each bearing the risks associated with their activity.

12.2 As an independent service provider in accordance with the status that he has selected in the country in which he operates, Talent is free to utilise the Platform as much as he wishes. The Talent accepts and agrees that Brigad has no managerial authority with regard to Talent. Likewise, when he receives a Mission Offer, Talent is free to accept it or refuse it. As for the Business, it is not subject to any minimum obligation regarding its use of the Platform.

12.3 Users are not subject to any exclusivity obligation towards Brigad. Talent is free to make use of other platforms, to find service missions in keeping with his skills by any other means or to provide services to his personal clients. As for the Business, it is free to make use of any other means of finding service providers to complete Missions.

12.4 This Agreement constitutes a contract for the provision of services and not a contract of employment. Nothing contained in this Agreement shall be construed or have effect as constituting any relationship of employer and employee or employer and worker between Brigad or any Group Company and the Talent or Brigad or any Group Company and any Substitute.

12.5 The Talent shall indemnify and keep indemnified Brigad and any Group Company against any liability, loss, damage, cost, claim or expense arising as a result of or in connection with:

• (a) any claims against Brigad or any Group Company for any amounts referred to in clause 12.4; and
• (b) the Talent or any Substitute being found to be a worker or an employee (for any purpose) of Brigad or any Group Company or otherwise in connection with any employment related claims and/or claims based on worker status in each case brought by the Talent, any Substitute or the Talent's workers or employees against Brigad and arising out of or in connection with the provision of the Services.

12.6 The indemnities at clause 12.5 and clause 12.7 shall not apply to any Tax if and to the extent recovery of the same is prohibited by law.

12.7 Without prejudice to the indemnity in clause 12.5, if, for any reason, Brigad or any Group Company shall become liable to pay, or shall pay, any Tax or other payments as referred to in clause 12.4, Brigad shall be entitled to deduct from any amounts payable to the Talent all amounts so paid or required to be paid by Brigad and, to the extent that any amount of Tax paid or required to be paid by Brigad shall exceed the amounts payable by Brigad to the Talent shall indemnify Brigad in respect of such liability and shall, upon demand, forthwith reimburse Brigad such excess.

12.8 Brigad may at its option satisfy (in whole or in part) the indemnities at clauses 12.5 and 12.7 by way of deduction from any payments due under this agreement.

12.9 Nothing in this agreement shall constitute the Talent or any Substitute acting as an agent of Brigad or any Group Company. The Talent and/or any Substitute shall not have any right or power whatsoever to contract on behalf of Brigad or any Group Company or bind Brigad or any Group Company in any way in relation to third parties unless specifically authorised to do so by Brigad and shall not hold themselves out as having any such authority.

12.10 Nothing contained in this Agreement shall constitute a partnership or joint venture between Brigad or any Group Company and the Talent or between Brigad or any Group Company and any Substitute.

13. Compliance with fiscal and social obligations

13.1. On the part of Talent

Talent is hereby informed that the use of the Platform, and more precisely the execution of Missions, results in legal, fiscal, social and administrative obligations, which he must fulfil in accordance with the regulations applicable in the country in which he operates.

Talent is solely responsible for all of the declarations and formalities required in order to perform his activity and must satisfy all of the obligations incumbent upon him, if applicable, under the legislation upon which it is dependent, and in particular the payment of the social security contributions owed by independent workers, and the payment of VAT if applicable.

13.2. On the part of the Business

The Business is hereby informed that the use of the Platform and the Services results in legal, fiscal, social and administrative obligations, which it must fulfil in accordance with the regulations applicable in the country in which it operates.

14. Insurance

14.1. Public Liability

International policy

Depending on the country in which it is operating, Brigad may have taken out specific cover with a reputable insurance company, intending to protect Users in the event of bodily injury, material and immaterial damage caused to third parties during the execution of a Mission.

In order to acquire precise information as to the scope of guarantees and the limits of compensation, Users are invited to contact Brigad by sending an email to hello@brigad.co.

UK specifics

In the UK, Brigad has taken out public liability insurance for Talents with Collective Benefits. This insurance is designed to cover Talents against any accidental damage caused to a third party property, or any accidental injuries caused to another person, while a Talent out working through Brigad. For more information contact hello@collectivebenefits.com

14.2. Revenue Protection Program (Temporary Disablement - Permanent Disablement - Death)

Brigad entered into an insurance program with the international insurance company AIG Europe SA covering Talents based in certain countries who will benefit, under certain conditions, of:

• a daily indemnity in case of temporary total inability to work as a result of accident or sickness, which occurs at any time between the date on which Talent receives confirmation of his or her enrollment in the protection program and the termination date of T&Cs in accordance with article 11;
• a lump sum in case of death or permanent total disablement resulting from an accident which occurs during the performance of a Mission accepted via Brigad

For more information, Talents may refer to the insurance page of our website available here: https://www.brigad.co/en-gb/brigad-insurances-uk

Talents will be individually informed by Brigad of their enrollment to the protection program with AIG Europe SA (by email).

15. Intellectual property

15.1. Brigad’s intellectual property

The Platform, the Application, the Site and each of the elements that compose them, in particular but not limited to the “Brigad” brand registered with the INPI, software programs, structures, infrastructures, databases and content of any kind (texts, images, visuals, logos, trademarks...) used by Brigad are protected by all intellectual property rights in force.

Users recognise and agree that the Platform, the Application and the Site, and each of the elements that compose them, including all associated intellectual property rights, are the exclusive property of Brigad.

Any reproduction or representation, in part or in full, of the Platform, the Application, the Site, or of each of the elements that compose them, without the authorisation of Brigad, is prohibited. The GCU do not result in the transfer of any intellectual property rights in favour of the user or a third party.

The User therefore agrees not to use, reproduce, adapt, modify, create derived works, distribute, grant a licence to, sell, transfer, present publically, transmit, distribute or use in any other manner, the Platform, the Application, the Site and all of the elements that compose them, without the prior written consent of Brigad.

15.2. User content

Users grant Brigad the right to re-use User Content, in particular in order to:

• publish it on the Site and/or the Application;
• modify or adapt it;
• incorporate it into advertisements and communication media and to broadcast it on social or internal networks;
• create derived content, to distribute it and enable third parties to re-use it. This right is granted for as long as the GCU are in force, and applies worldwide.
  

16. Personal data

Brigad undertakes to comply with the regulations in force regarding the processing of personal data, and in particular Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 and law no. 78-17 of 6 January 1978 relating to information technology, files and liberties, in the version currently in force.

The principles relating to the processing of personal data on the Platform are described in the confidentiality policy, available at the following address: Privacy policy

17. Miscellaneous

17.1. Assignment of the GCU

Users authorise Brigad to assign all of its rights and obligations pursuant to its contractual relationships with the users to any third party, and without their prior consent. 

In particular, in the event of a merger by means of the formation of a new company, a transfer, a merger-absorption, division or any change in control affecting Brigad, the contractual relations shall remain in place, without Brigad being required to inform or acquire the consent of the Users. 

17.2. Non-waiver

The failure of Users or Brigad to enforce the application of a stipulation of the GCU, whether on a permanent or temporary basis, is not considered a renunciation of the rights ensuing from this stipulation. 

17.3. Entirety

The stipulations of the GCU express the entirety of the agreement between the Users and Brigad. They take precedence over any proposal or exchange of letters prior to or subsequent to the conclusion of this and any other stipulation exchanged between the parties with respect to its subject matter, except when made by a written endorsement, duly signed by Brigad and the User concerned. 

In particular, the FAQ section available on the Site does not form part of the GCU and Brigad cannot be held liable for its content. 

17.4. Nullity

In the event that one of the clauses of the GCU were to be declared null and void by a change in legislation, a change in regulations or a judicial decision, this would in no way affect the validity of the other clauses or compliance with the GCU, unless the clause declared null and void is essential in nature, alters the interdependency of certain stipulations or alters the general economics of the GCU. 

If necessary, the disputed clause will be removed and replaced with a lawful clause. 

18. Applicable law and jurisdiction

18.1. Applicable law

The GCU are governed by and constructed in accordance with French law. 18.2. Jurisdiction

Any dispute relating to the formation, the validity, the interpretation or the implementation of the GCU shall be subject to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris).