Specialist terms and subcontracting agreement

Article 1 — Purpose, acceptance and contract documents#

These terms of use (the “Terms”) apply to any independent professional (the “Specialist”) who accesses the specialist area of the Stanza portal, published by Stanza (“Stanza”).

The Specialist accepts them, together with the subcontracting framework agreement, by ticking the box provided in the portal. No mission can be assigned to them, or taken by them, before this acceptance. This electronic acceptance is a signature (articles 1366 and 1367 of the French Civil Code); the accepted version, its date and time, and the IP address and browser used are kept as evidence for as long as the account exists, then 3 months after it is deleted.

The relationship between Stanza and the Specialist is governed, in decreasing order of priority, by: (1) the mission order shown in the portal for each mission, (2) the subcontracting framework agreement, (3) these Terms. The Specialist’s own terms do not apply unless Stanza agrees in writing.

The Terms apply exclusively between professionals, in particular under the French Commercial Code and Civil Code.

Article 2 — Definitions#

Client

a person who orders a service from Stanza. The Client is the client of Stanza, and of Stanza alone.

Introduced client

any Client, prospect or company the Specialist learned about through Stanza, in particular through a mission, a mission request, a conversation or a document in the portal.

Mission

work entrusted by Stanza to the Specialist to carry out all or part of a Client’s order.

Mission order

the mission sheet in the portal: scope, tasks, prerequisites, deadline, fixed fee, instructions. Its acceptance by the Specialist is a firm order from Stanza.

Deadline

the date and time by which the deliverable must be handed to Stanza, shown in the mission and possibly pushed back by a justified pause.

Acceptance

automated checks and Stanza’s review, then approval by the Client, which condition delivery and payment.

Confidential access

credentials, passwords, keys, tokens and access provided by the Client.

Deliverable

any result of the mission: configuration, code, scripts, documents, report, test evidence.

Article 3 — Sign-up and checks#

The specialist area is open by invitation from Stanza only, after reviewing the application. Stanza freely chooses the Specialists it works with and does not have to give reasons for a refusal.

The Specialist represents and warrants that they:

• carry on a duly registered independent business (SIREN/SIRET number or equivalent in their country) and are up to date with their social security and tax obligations;
• provide on first request, then every six months for as long as the collaboration lasts, the documents required by articles L8222-1 and D8222-5 of the French Labour Code (URSSAF certificate less than six months old, registration extract or equivalent);
• hold professional liability insurance covering the activities entrusted, and can prove it on request;
• have the skills, qualifications and resources needed for the missions they accept;
• provide accurate information and keep it up to date (identity, contact details, status, skills, working languages).

The Specialist opens a Stripe Connect account to receive payouts; Stripe verifies their identity and keeps their bank details. Until that account is active, payouts due remain pending, without interest.

The account is personal. The Specialist keeps their credentials secret, enables two-factor authentication if Stanza asks, and lets no one work under their account. They may not entrust all or part of a mission to a third party without Stanza’s prior written consent.

Article 4 — Availability, assignment and taking missions#

The Specialist freely sets their availability slots, the timelines they accept (Standard, Express, Flash) and their absences. This information is used to assign missions: they keep it up to date.

There is no exclusivity and no guaranteed volume, on either side. Stanza is not required to offer any mission; the Specialist is free to decline a mission offered.

However, a mission that has been accepted (or taken directly from the open missions) is a firm commitment: scope, deadline and fee are those of the mission order. Withdrawing after acceptance is only possible for a serious reason reported to Stanza immediately; a late or repeated withdrawal is a breach within the meaning of article 11.

A Specialist who agrees to be contacted for an emergency undertakes to reply within a reasonable time, without being required to accept the urgent mission.

Article 5 — Rules for carrying out missions#

For each mission, the Specialist undertakes to:

• Meet the deadline. It is guaranteed to the Client, with a refund if it is missed; a delay attributable to the Specialist reduces their fee under the framework agreement (article 4).
• Report any blocker right away. A missing item or, in Express and Flash, an urgent issue: they declare it in the mission as soon as they notice it, so the clock is rightly paused. A blocker reported late only pauses the clock from its declaration; a blocker declared without grounds does not pause it.
• Only change what the order covers, and record every change in the report. Any work outside the scope requires Stanza’s prior written consent in the messages.
• Handle access with care: only in the platform, only for the mission, never reused or kept (article 7).
• Prove the result: tests that pass acceptance, and a report the Client can understand (article 6).

They work in line with best practice and the instructions of the mission order, update task progress in the portal and answer Stanza’s messages in a timeframe compatible with the deadline.

All communication about a mission goes through the portal. The Specialist only communicates with the Client where the portal allows it (urgent channel in Express and Flash), always in Stanza’s name, and never to discuss prices, quotes, future services or personal contact details.

Article 6 — Acceptance and quality control#

Before any delivery to the Client, the deliverable goes through acceptance: automated checks where they exist for the service, then review by Stanza. The Specialist provides a clear report, in French or in the language of the order, describing the work done, each change, the tests run and their results.

Stanza may reject a deliverable that is incomplete, does not match the mission order, is insufficiently evidenced or whose report is unusable. The Specialist then corrects it at no extra fee, before the deadline if it has not passed, or within the time set by Stanza.

The Client then approves the delivery or raises reservations. Justified reservations are cleared by the Specialist at no cost. The Client’s approval, express or deemed under Stanza’s terms of sale, is a condition for payment of the mission.

Article 7 — Confidential access and security#

• Confidential access is viewed only in the portal, during the mission and for its sole purposes; every view is logged.
• It is forbidden to copy it outside the portal (file, personal password manager, messaging, screenshot), to share it, to create persistent accounts or access not required by the mission, or to reuse it after the mission.
• The Specialist uses an up-to-date, protected workstation, and installs at the Client’s only the tools required by the mission.
• They report to Stanza immediately, and within 24 hours at the latest, any loss, leak, compromise or abnormal use of access, and any vulnerability discovered.
• At the end of the mission, they close their sessions and delete any Client data that may remain on their tools.

Article 8 — Non-circumvention and non-solicitation#

Stanza does not sell profiles but results: it takes on the technical scoping, quality control and contractual guarantee. In return, the Specialist undertakes not to go around Stanza. The corresponding obligations, and the lump-sum indemnity that sanctions them, are set out in article 10 of the framework agreement. They apply during the collaboration and for 24 months after the end of the last mission carried out for the introduced client, even after the account is deleted.

If a Client offers the Specialist to work with them directly, the Specialist declines and informs Stanza.

Article 9 — Confidentiality and white label#

The Specialist keeps strictly confidential, in particular: the identity of Clients, their data, access and technical information, the prices charged by Stanza to its Clients, their own fee terms, Stanza’s methods, templates and documents, and, where Stanza works under white label or without mentioning it, the very existence of the subcontracting. Details are in article 9 of the framework agreement.

The Specialist does not mention a Client or a mission in their portfolio, social media or references without Stanza’s prior written consent.

Article 10 — Expected conduct#

The Specialist is courteous and professional towards Stanza and Clients, publishes in the portal (profile, messages, blog articles) no unlawful or misleading content or content infringing the rights of others, and complies with applicable law, in particular on data protection and IT security.

Article 11 — Breaches, sanctions, suspension and exclusion#

In the event of a breach of the Terms or the framework agreement, Stanza may, depending on its seriousness and proportionately:

• send a warning in the messages;
• withdraw the current mission and reassign it, the Specialist only being entitled to the fee for useful work already delivered and accepted, if any;
• apply the fee reductions provided in the framework agreement (missed deadline, non-conformity);
• remove the validated specialist status, narrow the authorised services or stop offering missions;
• suspend the account as a precaution, in particular in case of suspected fraud, circumvention, or breach of security or confidentiality;
• permanently exclude the Specialist and terminate the framework agreement.

Except in an emergency (security, fraud, circumvention, harm to a Client’s rights), Stanza informs the Specialist of the alleged breach and gives them 5 business days to respond before a suspension or exclusion. Sanctions do not deprive Stanza of the indemnities and damages provided by the framework agreement or by law.

Article 12 — Term and account deletion#

The Terms apply for as long as the account exists. The Specialist may delete their account from the Account and security page. Deletion is not possible while they are assigned to a mission that is not closed (in progress, under review or awaiting the Client’s approval): they first complete the mission or ask Stanza to reassign it. Their pending mission requests are withdrawn with the account.

Deleting the account ends the framework agreement for the future, without affecting missions already carried out. The following continue to apply after deletion: confidentiality, non-circumvention and non-solicitation, assignment of rights, warranties and liability, and any reductions and indemnities due. Payouts still due are paid under the framework agreement.

Article 13 — Personal data#

Stanza processes the Specialist’s data (identity, contact details, profile, availability, activity log, supporting documents) to manage the collaboration, assign and check missions, pay them and meet its legal obligations, in accordance with its privacy policy. The evidence of acceptance of these documents (version, date, IP address, browser) is erased 3 months after the account is deleted.

For the personal data of Clients they access, the Specialist acts as Stanza’s sub-processor within the meaning of article 28 of the GDPR (article 11 of the framework agreement).

Article 14 — Changes to the Terms#

Stanza may change the Terms and the framework agreement. The new version is presented in the portal and must be accepted to receive or take new missions; missions already accepted remain governed by the version in force when they were accepted. In the event of a substantial change, the Specialist is notified at least 15 days in advance and may delete their account if they refuse it.

Article 15 — Governing law and jurisdiction#

The Terms are governed by French law. The parties first seek an amicable solution for 30 days. Failing that, any dispute falls under the exclusive jurisdiction of the courts of the place of Stanza’s registered office, including for summary proceedings, third-party claims or multiple defendants, to the extent permitted by law.

Article 1 — Purpose and formation of mission orders#

This framework agreement sets the conditions under which Stanza entrusts the Subcontractor with technical services it has sold to its Clients, for which it remains solely responsible to them.

Each mission is the subject of a mission order in the portal (scope, tasks, prerequisites, instructions, deadline, fixed fee excl. VAT). The mission order is formed when the Subcontractor accepts the mission offered or takes an open mission; the portal timestamp is authoritative. It prevails over this agreement for what it expressly provides.

Article 2 — Independence of the Subcontractor#

The Subcontractor works with full independence. There is no relationship of subordination between the parties: the Subcontractor freely organises their time and methods, subject to the expected result, the deadline and the security rules of the mission. They use their own resources and bear their own costs.

They alone bear their social security, tax and reporting obligations, and hold Stanza harmless against any claim in that respect. They provide Stanza, when the agreement is concluded and then every six months, with the documents listed in article D8222-5 of the French Labour Code. Failing that, Stanza may suspend the assignment of missions and payments until they are provided.

The agreement is not exclusive. The Subcontractor is free to work for other clients, subject to articles 9 and 10.

Article 3 — Obligations of the Subcontractor#

The Subcontractor has an obligation of result as to the conformity of the deliverable with the mission order and as to meeting the deadline, and a duty to advise and warn Stanza. They comply with the performance rules of the Terms (article 5), which form part of this agreement.

They only work within the scope of the mission order. Any extension requires Stanza’s written consent, which sets any additional fee; without such consent, nothing is due for work outside the scope, and the Subcontractor restores at their own expense anything changed without authorisation.

Article 4 — Deadline, pauses and fee reduction#

The mission deadline is the one shown in the portal. It is only paused in the cases provided by the portal and declared in time by the Subcontractor: a missing required item, or, in Express and Flash, an urgent blocking issue. A pause can only be relied on against Stanza from its declaration in the mission.

Stanza guarantees the deadline to its Client and refunds 50% of the price excl. VAT in Standard and 100% in Express or Flash if it is missed. Accordingly, if the conforming deliverable is handed to Stanza after the deadline for a reason attributable to the Subcontractor, the mission fee is automatically reduced, as a price reduction:

These reductions apply without prior formal notice, missing the deadline shown in the portal being sufficient. They do not deprive Stanza of the right to withdraw and reassign the mission if the deadline is clearly at risk, nor of claiming compensation for additional harm caused by the Subcontractor’s fault (in particular gross negligence, a breach of security or work outside the scope).

No reduction applies where the delay results solely from the Client, from Stanza or from force majeure (article 1218 of the French Civil Code) duly declared in the mission.

Article 5 — Acceptance, corrections and warranty#

The deliverable is deemed handed over when the Subcontractor sends the mission for review with every task validated, the deliverable and the report. Stanza checks it, then presents it to the Client. Non-conformities found by Stanza or the Client are corrected at no cost by the Subcontractor within the time set by Stanza.

The Subcontractor warrants, for 30 days after the order is closed, the proper functioning of what they produced, in line with the mission order: they fix at no cost any defect attributable to them that is reported within that period. If the Subcontractor does not fix it within the time given, Stanza may have it fixed by a third party at the Subcontractor’s expense, by set-off against sums due.

Article 6 — Fee, payment and set-off#

The fee is fixed, excluding VAT, and shown in the mission order before it is accepted. It covers all the work, costs and the assignment of rights under article 8; no other amount is due without Stanza’s written consent.

It becomes payable once the order has been approved by the Client (expressly or deemed) and Stanza has collected the corresponding price. It is paid through Stripe Connect within 15 days of both events, and at the latest within the statutory period of article L441-10 of the French Commercial Code from when it becomes payable. The portal serves as a statement; the Subcontractor issues, where the law requires, a compliant invoice, possibly by self-billing which they accept.

No fee is due for a mission withdrawn before any usable delivery, for a non-conforming deliverable that is not corrected, or where the order is cancelled or fully refunded to the Client for a reason attributable to the Subcontractor. If the order is cancelled for a reason not attributable to the Subcontractor after they started, Stanza pays them a share of the fee proportionate to the useful, documented work done.

Stanza may automatically set off sums due to the Subcontractor against any sum the Subcontractor owes it (reductions, correction costs, indemnities), in accordance with articles 1347 et seq. of the French Civil Code. Any sum paid in error is returned on simple request.

Article 7 — Liability, indemnity and insurance#

The Subcontractor is liable to Stanza for the consequences of their breaches and for the harm they cause, in particular to the Client’s systems, data or accounts. They hold Stanza harmless against any claim, judgment, refund or cost (including reasonable legal fees) borne by Stanza as a result of a fault, negligence or breach by the Subcontractor.

Except in the cases below, the Subcontractor’s liability is limited to the higher of: three times the fee for the mission concerned, or the total fees received from Stanza in the twelve months before the event giving rise to liability.

This limit does not apply in case of gross negligence or wilful misconduct, breach of article 7 (access) of the Terms, or of articles 8 (intellectual property), 9 (confidentiality) or 10 (non-circumvention) of this agreement, a personal data breach attributable to the Subcontractor, or bodily injury.

Stanza’s liability to the Subcontractor is limited to direct damage and capped at the fee for the mission concerned, except in case of gross negligence or wilful misconduct.

Throughout the collaboration, the Subcontractor maintains professional liability insurance with a reputable insurer, covering the activities entrusted, and provides the certificate on request.

Article 8 — Assignment of intellectual property rights#

So that Stanza can transfer full ownership of the deliverables to the Client, the Subcontractor assigns to Stanza, exclusively, all economic copyright and other intellectual property rights in all deliverables produced in the course of missions, including source and object code, scripts, configurations, documentation, reports, diagrams and graphic elements, as they are produced.

In accordance with article L131-3 of the French Intellectual Property Code, the assignment covers:

• the right of reproduction: to fix, copy, store and reproduce the deliverables, in whole or in part, on any medium and by any process, known or unknown to date;
• the right of representation: to distribute, communicate, put online and perform the deliverables by any means;
• the right of adaptation and modification: to correct, develop, translate, integrate, decompile within legal limits, maintain and create derivative works;
• the right of commercial exploitation: to use, market, assign, license or sublicense, free of charge or for a fee, in particular to the end Client, who may themselves exploit and assign them.

The assignment is granted worldwide, for the entire legal term of protection of the rights, and for any purpose. Its price is included in the fixed fee of the mission, which the Subcontractor expressly acknowledges. It is final upon delivery of the deliverable; if Stanza fails to pay a fee that is due, the Subcontractor may claim payment but not the termination of the assignment.

The Subcontractor waives exercising their moral rights in a way that would hinder the normal exploitation of the deliverables by Stanza and the Client, to the extent permitted by law, and agrees that the deliverables may be distributed without mentioning their name.

Pre-existing elements and open-source software

The Subcontractor’s pre-existing generic tools, libraries, templates and know-how remain their property; where they are included in a deliverable, they grant Stanza and the Client a non-exclusive, free, perpetual, worldwide and transferable licence to exploit, modify and maintain that deliverable. They list in the report any open-source component, with its licence, and include no component whose licence would require publishing the Client’s code without Stanza’s written consent.

Warranty

The Subcontractor warrants that the deliverables are original or that they hold all necessary rights, and that they infringe no third-party right. They hold Stanza and the Client harmless against any infringement or unfair competition claim in that respect and bear all its consequences, without cap.

Article 9 — Confidentiality (non-disclosure agreement)#

All information, on any medium, that the Subcontractor learns in the course of the collaboration is confidential, in particular:

• the identity of Clients, their projects, data, access, systems, technical and commercial information;
• the prices and terms applied by Stanza to its Clients and the Subcontractor’s fees;
• Stanza’s methods, templates, documents, tools, instructions and internal workings;
• the very existence of the subcontracting, where Stanza works under its own brand or white label: the Subcontractor never reveals to the Client, or to anyone, that they work for Stanza, nor that a Stanza Client uses a subcontractor.

The Subcontractor uses it only to perform the mission, discloses it to no one, and takes all measures to keep it secret. The obligation applies during the collaboration and five years after it ends; it is unlimited in time for confidential access, personal data and information covered by trade secrets (articles L151-1 et seq. of the French Commercial Code).

Information that is public through no fault of the Subcontractor, or whose disclosure is required by law or an authority, is not confidential, Stanza being informed where permitted. At the end of the mission, and in any event on first request, the Subcontractor returns or destroys the confidential information in their possession.

Article 10 — Non-circumvention and non-solicitation#

Non-circumvention

Throughout the collaboration and for twenty-four (24) months from the end of the last mission carried out for an introduced client, the Subcontractor undertakes not to, directly or indirectly (through a company they control, a partner, a relative or an intermediary), enter into or perform with that introduced client, or with an entity that controls it or that it controls, any contract for services identical, similar or competing with those offered by Stanza, without going through Stanza.

Non-solicitation of clients

For the same period, they undertake not to canvass, solicit or indirectly canvass an introduced client, offer them their services or those of a third party, or encourage them to end or reduce their relationship with Stanza. They also undertake not to solicit, during the collaboration and for 12 months afterwards, Stanza’s employees and other specialists to divert them from their collaboration with it.

Notice

If an introduced client contacts them directly, the Subcontractor declines and informs Stanza within 5 business days. A pre-existing, documented business relationship with that Client, declared to Stanza before accepting the first mission concerning it, is not covered.

Lump-sum indemnity (penalty clause)

These undertakings are the consideration for the scoping, quality control, guarantee and business brought by Stanza. In the event of a breach, the Subcontractor pays Stanza, as a lump-sum indemnity and under article 1231-5 of the French Civil Code, an amount equal to the higher of:

• fifteen thousand euros (€15,000) per introduced client concerned;
• fifty percent (50%) of the amount excluding VAT of all sums invoiced or received, directly or indirectly, for services performed in breach of this article.

This indemnity is due for each breach found, without prejudice to Stanza’s right to seek an end to the breach, including through summary proceedings, and compensation for additional harm. The Subcontractor acknowledges that this indemnity is reasonable given Stanza’s commercial investment.

Article 11 — Personal data (sub-processing)#

For Clients’ personal data, Stanza acts as its Clients’ processor and the Subcontractor as a sub-processor (article 28.4 of the GDPR). The Subcontractor:

• only processes such data on Stanza’s documented instructions (the mission order and the portal messages) and solely to perform the mission;
• ensures confidentiality, applies appropriate security measures and extracts no data outside the Client’s tools and the portal;
• uses no other sub-processor and transfers no data outside the European Union without Stanza’s written authorisation;
• notifies Stanza of any data breach within 24 hours of its discovery and assists in responding to it;
• helps Stanza respond to data subjects’ requests and provides the information needed to demonstrate compliance with these obligations;
• deletes all Client data at the end of the mission.

Article 12 — Term and termination#

The framework agreement takes effect upon acceptance in the portal, for an indefinite term. Either party may end it at any time, by deleting the account (Subcontractor) or in writing, with 15 days’ notice; mission orders in progress are performed to completion on the agreed terms.

In the event of a serious breach (security, confidentiality, circumvention, fraud, repeated delays or non-conformities), Stanza may terminate the agreement without notice or indemnity, withdraw missions in progress and apply article 11 of the Terms, by notice in the portal or by email.

The following survive termination: articles 5 (warranty), 6 (sums due and set-off), 7, 8, 9, 10, 11 and 14.

Article 13 — Miscellaneous#

• The Subcontractor may not assign the agreement or subcontract all or part of a mission without Stanza’s prior written consent.
• The portal’s logs, timestamps and exchanges are evidence between the parties of acceptances, declarations, deliveries and approvals, unless proven otherwise.
• If a clause is held void or unenforceable, it is reduced to the maximum extent permitted and the other clauses remain in force.
• Failure to rely on a clause is not a waiver of the right to rely on it later.
• The parties declare that the obligations of this agreement were negotiable and are balanced in view of their respective consideration.

Where the Client requests it and French law no. 75-1334 of 31 December 1975 on subcontracting applies, Stanza may present the Subcontractor for the Client’s approval; the Subcontractor then promptly provides the necessary information.

Article 14 — Governing law and jurisdiction#

The agreement is governed by French law. The parties seek an amicable solution for 30 days from written notice of the dispute. Failing that, any dispute relating to its formation, interpretation, performance or termination falls under the exclusive jurisdiction of the courts of the place of Stanza’s registered office, including for summary proceedings, third-party claims or multiple defendants, to the extent permitted by law.