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Terms of Use of the Pacto Site and the Signed-in Spaces

Version 1.0 · Courtesy translation

Publisher: PIM S.A., public limited company (société anonyme) under Belgian law, Chemin de la Fraite 18 1380 Lasne, Crossroads Bank for Enterprises (BCE) 1020.264.212, Register of Legal Entities (RPM) of {{RPM_COURT}}, trading under the trade name Pacto.

Introduction

Key Points

The Pacto.global site presents Pacto and, with an account, opens the signed-in spaces of client companies, freelancers and ambassadors. These terms set the rules for using the site and those spaces: the account and sign-in, including with a Google account, permitted and prohibited uses, the confidentiality of the Pacto Protocol documents, intellectual property, liability, personal data, changes, governing law and contacts. They do not describe the Pacto Protocol: its use is governed by the agreement that each user signs and by the regulations that this agreement incorporates.

The "Key Points" box makes reading easier; in the event of any discrepancy, the numbered articles prevail.

1. The service

1.1 These terms govern access to and use of the Pacto.global website, in all its languages (the "Site"), and access to and use of the spaces reserved for account holders (the "Signed-in Spaces"). The Site and the Signed-in Spaces are published and operated by PIM S.A., identified above, under its trade name Pacto ("Pacto").

1.2 The Site presents Pacto, its principles and its paths for companies, freelancers, ambassadors and partners. It displays assignments opened by client companies: only the field, the skills and the maximum volume of each assignment are public there, the details being reserved for the members of the programme concerned. Its sign-up paths make it possible to create an account and to conclude an agreement with Pacto online.

1.3 The Signed-in Spaces, namely the client companies' space, the freelancers' space and the ambassadors' space, give each account holder access to the Pacto tools that correspond to its role and, where applicable, to its agreement.

1.4 The Pacto Protocol is the set of standards, procedures, digital tools and the common register issued and administered by Pacto, which allow a company to work with independent professionals under a progressive payment mechanism. Its use is governed by the agreement that each user signs with Pacto and by the regulations that this agreement incorporates. These documents are confidential and are made available to users under a confidentiality undertaking (article 4). These terms do not amend that agreement or those regulations, which prevail over them, in the event of any discrepancy, for the user who is a party to them.

1.5 The information published on the Site is for information purposes. It is neither a firm offer, nor a promise of an assignment, nor a guarantee of income, payment date, revenue or result, nor legal, tax, financial or accounting advice. Prices, rates, durations, examples and simulations shown on the Site are given for illustration, unless expressly stated otherwise; only the signed agreements and the documents they incorporate are binding between their parties.

1.6 Pacto is not a party to the agreements concluded between a client company and its freelancers. Payments owed by a company to a freelancer are made directly between them: Pacto does not receive, hold or pass on these funds.

1.7 The Site is open to everyone. The Signed-in Spaces are reserved for businesses within the meaning of Article I.1, 1°, of the Belgian Code of Economic Law, including natural persons who carry on a professional activity on a self-employed basis, and for the persons acting on their behalf. They are not designed for minors.

1.8 These terms apply to any person who consults the Site. An account holder accepts them when creating the account, after having had the opportunity to read them. They remain available for consultation, saving and printing at all times at their publication address.

2. Account and sign-in

2.1 An account is opened through a sign-up path of the Site, where applicable following an invitation. The person who opens an account provides accurate and complete information and keeps it up to date; when acting on behalf of a business, that person declares having the power to do so. When signing up with an e-mail address, that address is verified by a code sent to it.

2.2 The account is personal. Its holder keeps the means of authentication confidential, discloses them to no one and lets no one use the account. Pacto never asks for a password or a code to be sent to it by e-mail.

2.3 The holder signs in to the Signed-in Spaces in one of the following ways:

  1. the e-mail address and password of the account;
  2. a Google account, under the conditions of article 2.4;
  3. a single-use sign-in link, sent to the e-mail address of the account.

When a mobile device is linked to the account, a six-digit code displayed by an authenticator app is required at each new sign-in, whichever way is used. The "Stay signed in" box keeps the session open after the browser is closed. Each sign-in is recorded with its date, origin and the method used; the holder can consult this history in "My profile".

2.4 Signing in with Google. The "Continue with Google" button relies on Google's identification service. When the user uses it, Google sends Pacto the identification information of the Google account, in particular its identifier, the e-mail address, the indication that Google has verified it, the name and the address of the profile picture. Pacto uses it to identify the user and open the session. Pacto asks Google for no access to the other data or services of the Google account, such as its e-mails, documents, contacts or calendar, and never receives the password of that account. In addition:

  1. where the Google account is linked to no Pacto account, the user chooses whether to join Pacto as a client company or as a freelancer, then follows the corresponding sign-up path;
  2. a Google account can be linked to an existing Pacto account, from "My profile", only if the e-mail address verified by Google is that of the Pacto account;
  3. the Google account remains governed by Google's terms and privacy policy; where signing in with Google fails, the holder can sign in another way under article 2.3, in particular with a single-use sign-in link;
  4. a deactivated Pacto account no longer allows signing in, including with Google, and no new account can be opened with the same e-mail address without Pacto's intervention.

2.5 The holder reports to Pacto without delay any unauthorised use of the account and any compromise of the means of authentication (article 10). Until that report, acts performed by means of the account are presumed to have been performed by the holder, unless proven otherwise.

2.6 For a user bound to Pacto by an agreement, the access security rules laid down by that agreement and by the regulations it incorporates also apply.

2.7 The holder of an account who is bound to Pacto by no current agreement can request its closure at any time (article 10). Where an agreement is current, the end of the account follows the rules of that agreement. The account data are then processed in accordance with the Site's privacy policy.

3. Acceptable use

3.1 The user uses the Site and the Signed-in Spaces in accordance with the law, these terms and, where applicable, the user's agreement. The user uses the Signed-in Spaces for professional purposes.

3.2 It is prohibited in particular:

  1. to provide false or misleading information, or to impersonate a person or a business;
  2. to access or attempt to access without authorisation an account, a space, data or Pacto's systems, or to circumvent a security or access restriction measure;
  3. to disrupt the operation of the Site or of the Signed-in Spaces, in particular by malicious code, by an excessive load or by unauthorised automated requests;
  4. to extract or re-use systematically the content of the Site or of the Signed-in Spaces, in particular by means of robots or scraping tools;
  5. to upload, transmit or have published any unlawful content or any content that infringes the rights of a third party, in particular its intellectual property rights, its privacy or its trade secrets;
  6. to use the Signed-in Spaces to send unsolicited commercial communications;
  7. to use the Site or the Signed-in Spaces to reproduce or reconstruct the rules, calculations or tools of the Pacto Protocol;
  8. to allow a third party to use one's account.

3.3 These prohibitions apply subject to the rights that the law grants on a mandatory basis to the lawful user of a computer program or of a database (Articles XI.299 to XI.301 and XI.311 to XI.314 of the Belgian Code of Economic Law).

3.4 Each user is responsible for the content that the user uploads to the Signed-in Spaces or has published on the Site, in particular texts, documents, messages and assignments. The user retains the rights in that content and authorises Pacto to host, reproduce and display it to the persons for whom the user intends it, only to the extent necessary for the operation of the Site and of the Signed-in Spaces and, where applicable, for the performance of the user's agreement.

3.5 For this content, Pacto acts as a provider of a hosting service within the meaning of Regulation (EU) 2022/2065 of 19 October 2022 on a Single Market For Digital Services (the "Digital Services Act"). It is under no general obligation to monitor this content. It examines the notices it receives and the situations of which it becomes aware; its decisions to remove, restrict or suspend are taken by an authorised person.

3.6 Any person can notify Pacto of content of the Site or of the Signed-in Spaces that the person considers unlawful, by e-mail to the contact address of article 10.2. To allow its examination, the notice contains:

  1. a sufficiently substantiated explanation of the reasons why the content is considered unlawful;
  2. the exact electronic location of the content, such as its URL, and, where necessary, additional information enabling it to be identified;
  3. the name and e-mail address of its author, which are optional where the notice concerns sexual abuse or sexual exploitation of children;
  4. a statement by which its author confirms a good-faith belief that the information and allegations it contains are accurate and complete.

Pacto acknowledges receipt of the notice where it indicates an e-mail address. It examines the notice in a timely, diligent, objective and non-arbitrary manner, then informs its author of its decision and of the possible means of redress against it.

3.7 In the event of unlawful content, of a serious breach of these terms or of a risk to the security of the Site, of the Signed-in Spaces or of their users, Pacto may, in a diligent, objective and proportionate manner, remove content, disable access to it or restrict its visibility, suspend a function, or suspend or close an account. Except in an emergency, where required by law or where security is at risk, it warns the user in advance and gives the user the opportunity to remedy the situation.

3.8 A user affected by such a measure receives, where Pacto knows the user's electronic contact details, a clear and specific statement of reasons: the measure and its duration, the facts and circumstances relied on, the legal rule or the clause of these terms concerned and the means of redress. The user can contest the measure by e-mail to the contact address of article 10.2; the complaint is reviewed by an authorised person of Pacto. The user retains the right to refer the matter to the competent court or arbitrator (article 9).

3.9 For a user bound to Pacto by an agreement, these measures apply under the conditions of that agreement and of the regulations it incorporates.

4. Confidentiality of the Pacto Protocol documents

4.1 The regulations of the Pacto Protocol and the documents that accompany them are confidential. They are not published on the Site, and these terms give no right of access to them.

4.2 These documents are consulted on the consultation site of the Pacto documents, https://registry.pacto.top, only by persons who have signed online the Confidentiality Agreement for the Consultation of the Pacto Documents. That agreement, published on that site, sets out the list of documents concerned, the conditions of access and the obligations of the reader; it applies in addition to these terms.

4.3 Each agreement concluded with Pacto identifies the versions of the regulations it incorporates. The party to that agreement retains the rights it gives over those documents, in particular to keep them on a durable medium and to produce them in order to assert its rights, and complies with the confidentiality obligations it lays down.

4.4 The sign-up paths of the Site display the text of the proposed agreement and of the regulations it incorporates, so that the person signing up can examine them before committing. That person uses these documents only for that examination. That person discloses them only to the persons taking part in it within the business that the person represents and to its advisers bound by professional secrecy, informing them of their confidential nature, and does not copy them into any artificial intelligence tool or service of a third party.

5. Intellectual property

5.1 The structure of the Site and of the Signed-in Spaces, the Pacto brand, the names, logos, graphic elements, texts, illustrations, documents, interfaces, databases and software are protected by the applicable intellectual property rights, in particular copyright and the database producers' right (Book XI of the Belgian Code of Economic Law). They belong to PIM S.A., to the co-holders of these rights or to their licensors.

5.2 Consulting the Site and downloading the documents expressly made public are allowed for professional, personal and non-exclusive use. Any reproduction, adaptation, substantial extraction, distribution, commercial exploitation or re-use beyond that use requires the prior written permission of PIM S.A., save for exceptions provided by law.

5.3 Access to the Site or to an account confers no licence over the Pacto Protocol, the platform or Pacto's distinctive signs. The rights to use the Pacto Protocol are those that each user's agreement confers.

5.4 Third-party trademarks, content and documents, in particular those of Google, remain the property of their respective holders.

6. Liability

6.1 Pacto uses reasonable means to keep the Site and the Signed-in Spaces available, accurate and secure. Continuous availability cannot however be guaranteed, in particular in the event of maintenance, an incident, a technical change or an external event. No quantified service level exists without a specific signed commitment. The status of the services is published on the "Platform status" page of the Site.

6.2 The platform may be presented as being in beta when that indication matches its actual state; that mention does not reduce Pacto's legal or contractual obligations.

6.3 Each user is responsible for the information the user provides, the content the user uploads and the use the user makes of the Site and of the Signed-in Spaces. In accordance with Article 6 of the Digital Services Act, Pacto is not liable for information stored at the request of a user where it does not have actual knowledge of the illegal activity or content and, as regards claims for damages, is not aware of facts or circumstances from which it is apparent, or where, upon obtaining such knowledge or awareness, it acts expeditiously to remove that content or to disable access to it.

6.4 The Site may link to third-party sites or services, in particular that of Google for signing in. Pacto controls neither their content, nor their availability, nor their practices; a link implies neither approval nor partnership, unless expressly stated.

6.5 For a user bound to Pacto by an agreement, Pacto's liability is governed by that agreement and by the regulations it incorporates.

6.6 In all other cases, access to the Site and to an account being free of charge, Pacto is liable only for direct and foreseeable damage caused by its fault. It is not liable for damage resulting from unavailability, interruption, error or loss of data of the Site or of the Signed-in Spaces, except in the event of its intentional fault or gross fault.

6.7 No provision of these terms excludes or limits Pacto's liability for its fraud, its intentional fault or its gross fault, for harm to the life or physical integrity of a person, or any liability that the law does not allow to be excluded or limited.

6.8 The user is liable, under the ordinary rules of law, for damage caused to Pacto or to third parties by a use of the Site or of the Signed-in Spaces contrary to the law or to these terms.

7. Personal data

7.1 PIM S.A. is the controller of the processing of personal data related to the Site, to accounts, to sign-in and to security. This processing is described in the Site's privacy policy.

7.2 The processing related to the Pacto Protocol is described in the Pacto Privacy Policy, published on the consultation site of the Pacto documents and identified by each agreement. In the spaces of a client company's programme, that company is in principle the controller and Pacto acts as processor, under the applicable processing agreement.

7.3 When a user signs in with Google, Pacto processes the identification information sent by Google (article 2.4) in order to identify the user, open the session, link, where applicable, the Google account to the Pacto account and record the sign-in.

7.4 The cookies and other trackers of the Site and of the Signed-in Spaces are described in the Site's cookie policy.

7.5 The rights that Regulation (EU) 2016/679 (the "GDPR") grants to data subjects, in particular the rights of access, rectification, erasure, restriction, portability and objection, are exercised with the privacy contact indicated in the privacy policy, without prejudice to the right to lodge a complaint with the Belgian Data Protection Authority. Pacto neither sells nor rents personal data.

8. Changes

8.1 Pacto may amend these terms for a valid reason: a change in the law, in case law or in the requirements of an authority, the security of the Site or of the Signed-in Spaces, a change in the services or their functions, or the correction of an error.

8.2 Each version is numbered and dated. The version in force is published at the publication address of these terms; earlier versions are kept and provided on request.

8.3 Pacto informs account holders of any significant change, by e-mail or in their space, at least thirty days before it takes effect, unless a legal obligation or a security imperative requires a shorter period.

8.4 Once in force, the new version is presented to the account holder at the next sign-in, for acceptance. A holder who refuses it can close the account free of charge; where an agreement is current, the holder retains, to the extent technically and legally possible, the access necessary for the performance of that agreement, under the conditions of that agreement.

8.5 A change to these terms amends neither the agreements concluded with Pacto nor the regulations they incorporate, whose versions follow their own rules.

9. Governing law and disputes

9.1 These terms and the use of the Site and of the Signed-in Spaces are governed by Belgian law, subject to the applicable mandatory provisions.

9.2 A dispute relating to an agreement concluded with Pacto follows the clauses of that agreement on governing law and dispute resolution.

9.3 Any other dispute between Pacto and a user acting as a business is first submitted to mediation in accordance with the CEPANI mediation rules. Failing agreement, it is finally settled under the CEPANI arbitration rules by a sole arbitrator, unless a decision of CEPANI or an agreement of the parties justifies three arbitrators. The seat of the arbitration is Brussels, the language is French and the law applicable to the merits is Belgian law.

9.4 Mediation and arbitration do not prevent any party from applying to the competent court for urgent, provisional or protective measures. A dispute that the law reserves to a specific court or does not allow to be submitted to arbitration is brought before the competent court.

9.5 A user acting as a consumer, within the meaning of Article I.1, 2°, of the Belgian Code of Economic Law, is not bound by article 9.3: that user can bring a dispute before the courts having jurisdiction under the statutory rules. The choice of Belgian law does not deprive that user of the protection afforded by the mandatory provisions of the law of the country of habitual residence, where that law applies.

9.6 These terms are drawn up in French; only the French text is authentic. The English version is a courtesy translation; in the event of any discrepancy, the French text prevails.

10. Contact

10.1 The publisher's identity, address and contact e-mail address are set out in the Site's legal notice.

10.2 Questions about these terms, notices of unlawful content, complaints against measures, requests to close an account and reports of unauthorised use of an account or of a security vulnerability are sent by e-mail to the contact e-mail address indicated in the legal notice, or by post to the registered office of PIM S.A. That e-mail address is the single point of contact for users and authorities provided for by Articles 11 and 12 of the Digital Services Act; it can be used in French and in English.

10.3 Requests relating to personal data are sent to the privacy contact indicated in the Site's privacy policy.

10.4 Formal notices relating to an agreement concluded with Pacto are sent to the contact details that the agreement indicates.

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