Freelancer Services - General Terms

Overview & Purpose

CWS Israel Ltd provides professional administrative services to freelancers operating in Israel. We serve as an administrative service provider while you maintain full control over your independent business operations. This arrangement ensures compliance with Israeli regulations while providing you with operational flexibility.

These terms establish the foundation of our relationship and define the rights, obligations, and protections for both parties. We've designed this document to be comprehensive yet clear, ensuring you understand exactly what to expect from our partnership.

1. Definitions

To ensure clarity throughout this document, the following terms have specific meanings:

Key Terms

• "Administrative Services" means billing, invoice management, payment processing, payroll administration, tax withholding, and regulatory compliance services provided by CWS Israel.
• "Service Fee" means the fees charged by CWS Israel as specified in your individual service agreement.
• "Net Payment" means the amount paid to Freelancer after deduction of taxes, social security contributions, and Service Fees.
• "Confidential Information" means all confidential business information, client details, financial information, business processes, administrative methods, and proprietary systems disclosed between the parties or accessed by the Freelancer through this relationship.
• "CWS Israel IP" means CWS Israel's proprietary business processes, administrative systems, client management methods, compliance procedures, and other confidential business information and methods.
• "Restriction Period" means the period during the term of your service agreement and for twelve (12) months following termination.

2. Purpose and Relationship

Administrative Services

CWS Israel provides administrative services including invoice generation, payment processing, payroll administration, tax withholding, and regulatory compliance support. You operate an independent business and maintain full control over work performance, client relationships, and business decisions. CWS Israel's role is strictly limited to providing administrative services as an independent service provider.

Independent Contractor Status

This relationship does not create an employment relationship under any circumstances. Payroll slips are issued solely for Israeli tax and regulatory compliance purposes and do not constitute evidence of an employment relationship. The parties expressly acknowledge that this relationship creates an independent contractor arrangement governed by commercial law principles, not employment law.

Independent Contractor Relationship Safeguards

The parties expressly acknowledge and agree that this relationship creates an independent contractor arrangement and not an employment relationship. You operate as an independent business entity and maintain complete autonomy over:

• The manner, method, and means of performing services for your clients
• The scheduling and timing of work activities
• The selection and engagement of additional clients and business opportunities
• The determination of service rates and commercial terms with clients
• The use of your own equipment, tools, and resources in service delivery
• The hiring of assistants, subcontractors, or employees for your independent business

CWS Israel exercises no control or supervision over your professional work, client relationships, business decisions, or service delivery methods. CWS Israel's role is strictly limited to providing administrative services as an independent service provider, not as an employer or supervisor.

3. Services Provided

CWS Israel Services

CWS Israel will provide the following administrative services:

• Generate invoices to your clients based on your instructions
• Collect payments from clients on your behalf
• Process required tax deductions and social security contributions in accordance with Israeli law
• Issue payroll slips for administrative and regulatory compliance purposes
• Transfer Net Payments according to the agreed schedule
• Maintain basic financial records related to the administrative services
• Provide regulatory compliance reporting as required by Israeli law

Service Limitations

CWS Israel's administrative services are limited to the services specified above. CWS Israel does not provide:

• Business consulting or advisory services
• Client relationship management
• Professional supervision or oversight of your work
• Quality control of your work product
• Marketing or business development services
• Legal or tax advice beyond administrative compliance
• Guarantees regarding client payment or collection

Your Responsibilities

As a freelancer using our services, you shall:

• Maintain independent business operations and client relationships
• Provide accurate billing information and proper documentation in a timely manner
• Ensure work quality and professional standards in accordance with applicable professional requirements
• Comply with applicable laws and regulations in your field of expertise
• Maintain appropriate professional licenses, certifications, and insurance as required for your independent business
• Notify CWS Israel promptly of any changes in client arrangements or billing requirements

4. Financial Terms

Service Fees

• Monthly base fee: 50₪
• Transaction fee: Up to 5% of invoiced amounts (VAT excluded)
• Fee charging condition: Fees are charged only when payslips are issued and administrative services are actually provided

Payment Terms

• Payment basis: Payments made only upon receipt of payment from your clients
• Collection policy: CWS Israel does not pursue collection processes on your behalf and assumes no responsibility for client payment defaults
• Payment processing: Net Payment processing within 5 business days of client payment receipt
• Currency: All payments in Israeli Shekels (ILS) unless otherwise agreed in writing
• Payment schedule: Payroll slips issued monthly by the 7th day of the following month

No Work, No Pay Policy

No payslip issued means no charges applied. Service fees are only charged when administrative services are actually provided. This policy reinforces the independent contractor relationship by ensuring that CWS Israel's compensation is directly tied to services rendered rather than any employment-based arrangement.

Tax and Social Security Deductions

CWS Israel will make deductions from gross amounts for:

• Israeli income tax as required by law
• Bituach Leumi (National Insurance) contributions
• Pension fund contributions
• Severance pay provisions
• Convalescence pay (Dmei Havraah) provisions

These deductions are made solely for regulatory compliance purposes and do not create any employment relationship or entitlement to employment benefits beyond those required by law for the administrative processing arrangement.

5. Confidentiality and Information Protection

Mutual Confidentiality Obligations

Each party agrees to hold all Confidential Information in strict confidence and not disclose it to others except as necessary for performance under this relationship or as required by law. This obligation includes:

• Maintaining the confidentiality of all business information, client details, financial information, and operational methods
• Implementing appropriate security measures to protect confidential information from unauthorized access or disclosure
• Limiting access to confidential information to personnel with a legitimate need to know
• Promptly notifying the disclosing party of any unauthorized disclosure or suspected breach of confidentiality

Client Information Protection

All information regarding CWS Israel's clients, including but not limited to contact details, business relationships, service arrangements, pricing, and commercial terms, constitutes confidential and proprietary information of CWS Israel. You shall:

• Use such information solely for the specific administrative services contemplated by this relationship
• Not retain, copy, or use such information for any other purpose
• Not disclose client information to any third party without express written consent from CWS Israel
• Return or destroy all client information upon termination of this relationship

Post-Termination Confidentiality

The confidentiality obligations set forth in this Section 5 shall survive termination of this relationship and continue indefinitely, or until such time as the confidential information becomes publicly available through no breach of these terms by you.

6. Intellectual Property Protection

Your Work Product

All intellectual property rights in work performed by you for your clients belong to you or your clients as agreed between you and them. CWS Israel makes no claim to intellectual property created by you in the course of your independent professional activities.

CWS Israel Intellectual Property Protection

You acknowledge that through this relationship, you may gain access to CWS Israel's proprietary business processes, administrative systems, client management methods, compliance procedures, and other confidential business information (collectively, "CWS Israel IP"). You agree that all CWS Israel IP remains the exclusive property of CWS Israel and shall not be used, copied, modified, or disclosed for any purpose other than the performance of this relationship.

You specifically agree not to:

• Use CWS Israel's business methods or processes to provide competing services
• Develop or offer similar administrative services using knowledge gained through this relationship
• Create derivative works based on CWS Israel's proprietary systems or procedures
• Reverse engineer, decompile, or attempt to discover the underlying methods of CWS Israel's operations
• Use CWS Israel's client information, pricing strategies, or business intelligence for any purpose other than the specific services authorized under this relationship

7. Warranties and Representations

Your Warranties

By using our services, you warrant and represent that you:

• Have the full right, power, and authority to enter into this relationship and perform your obligations hereunder
• Will perform all professional services in accordance with applicable professional standards and industry best practices
• Will comply with all applicable laws, regulations, and professional requirements in your field
• Will not engage in any activities that would create liability for CWS Israel or damage CWS Israel's business reputation
• Maintain an independent business and are not seeking or creating an employment relationship
• Have obtained and will maintain all necessary licenses, certifications, and insurance required for your independent business operations

CWS Israel Warranties

CWS Israel warrants and represents that it:

• Has the full right, power, and authority to provide the Administrative Services
• Will perform Administrative Services in a professional and competent manner in accordance with applicable laws and industry standards
• Will comply with all applicable payment processing, tax withholding, and regulatory reporting requirements
• Maintains appropriate professional liability insurance coverage for its administrative services
• Will maintain appropriate security measures to protect confidential information and client data

8. Liability and Indemnification

Limitation of Liability

CWS Israel's liability under this relationship is limited to the proper performance of Administrative Services and shall not exceed the total Service Fees paid by you in the twelve (12) months preceding any claim. CWS Israel shall not be responsible for:

• The quality, timeliness, or professional adequacy of your work product
• Client relationships, satisfaction, or payment defaults
• Your business decisions, professional judgment, or commercial outcomes
• Market conditions, competitive factors, or business opportunities
• Consequential, indirect, special, or punitive damages of any kind

Your Indemnification

You agree to indemnify, defend, and hold harmless CWS Israel from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your professional work, services, or deliverables provided to clients
• Client disputes, dissatisfaction, or claims related to your professional performance
• Your breach of professional obligations, industry standards, or applicable laws
• Any illegal, negligent, or wrongful acts or omissions by you
• Your breach of these terms, including confidentiality, intellectual property, or non-solicitation provisions

9. Non-Solicitation and Business Protection

Non-Solicitation of Clients

During the term of this relationship and for a period of twelve (12) months following termination (the "Restriction Period"), you shall not, directly or indirectly, whether as principal, agent, employee, consultant, or in any other capacity:

• Solicit, induce, or attempt to solicit or induce any client of CWS Israel to terminate, reduce, or modify their relationship with CWS Israel
• Provide or offer to provide administrative, payroll, or similar services to any client of CWS Israel with whom you had contact or knowledge through this relationship
• Use knowledge of CWS Israel's client relationships, service methods, or business practices to compete with or harm CWS Israel's business interests
• Encourage or assist any third party in soliciting CWS Israel's clients for competing services

Non-Solicitation of Other Freelancers

During the Restriction Period, you shall not, directly or indirectly:

• Solicit or attempt to solicit any other freelancer working with CWS Israel to terminate their relationship with CWS Israel
• Encourage other freelancers to work with competing service providers
• Recruit CWS Israel's freelancers for any competing business or service arrangement

Reasonable Restrictions Acknowledgment

You acknowledge that the restrictions contained in this Section 9 are reasonable in scope, duration, and geographic area, and are necessary to protect CWS Israel's legitimate business interests, including client relationships, confidential information, and competitive position.

10. Term and Termination

Term and Termination for Convenience

This relationship shall continue until terminated by either party with thirty (30) days' prior written notice to the other party. Such termination shall not affect any rights or obligations that have accrued prior to the effective date of termination.

Termination for Material Breach

Either party may terminate this relationship immediately upon written notice if the other party commits a material breach of these terms, provided that:

• The non-breaching party provides written notice specifying the nature of the breach in reasonable detail
• The breaching party is given ten (10) business days to cure the breach, unless the breach is of a nature that cannot be cured or involves confidentiality, non-solicitation, or intellectual property violations
• If the breach is not cured within the specified period, the non-breaching party may terminate immediately upon written notice

Effect of Termination

Upon termination of this relationship for any reason:

• Outstanding payments shall be processed according to the agreed schedule for services performed prior to termination
• All Confidential Information must be returned or destroyed as specified in Section 11
• The non-solicitation obligations in Section 9 shall remain in full force and effect
• All intellectual property and confidentiality provisions shall survive termination

11. Return of Property and Information Security

Return of Property and Information

Upon termination of this relationship, you shall immediately:

• Return all property, materials, documents, and information belonging to CWS Israel or obtained through this relationship
• Delete or destroy all copies of confidential information, client data, and proprietary materials in your possession or control, including electronic copies and backups
• Provide written certification of compliance with these return and destruction obligations within five (5) business days of termination
• Cease all use of CWS Israel's intellectual property, business processes, and confidential information

Ongoing Security Obligations

Your obligations regarding information security and confidentiality shall survive termination of this relationship and continue indefinitely with respect to all confidential information and intellectual property accessed during the term of this relationship.

12. Personal Data Protection

Data Protection Compliance

CWS Israel and you acknowledge that personal data may be processed in connection with this relationship, including your personal identification information, financial data, and client-related information. Both parties agree to comply with all applicable data protection laws, including the Israeli Privacy Protection Law 5741-1981 and, where applicable, the European General Data Protection Regulation (GDPR).

Data Processing Consent

By registering for our services, you consent to CWS Israel's processing of your personal data for the purposes of:

• Administering the services contemplated by this relationship
• Complying with tax, social security, and regulatory obligations under Israeli law
• Managing the business relationship and communications
• Maintaining records as required by law or legitimate business interests

Data Subject Rights

You have the right to access, correct, or request deletion of your personal data held by CWS Israel, subject to legal and contractual obligations that may require retention of certain information. Requests regarding personal data should be directed to privacy@cwsisrael.com.

13. Liquidated Damages

Acknowledgment of Harm

You acknowledge that violation of the confidentiality, intellectual property, or non-solicitation provisions of these terms would cause irreparable harm to CWS Israel that would be difficult to quantify in monetary terms. The parties agree that the following liquidated damages represent a reasonable estimate of CWS Israel's actual damages and are not intended as a penalty.

Liquidated Damages Schedule

In addition to any other remedies available at law or equity, you agree to pay liquidated damages as follows:

• For violation of confidentiality provisions: ₪25,000 per incident of unauthorized disclosure or use of confidential information
• For violation of non-solicitation provisions: ₪50,000 per client solicited or business relationship improperly targeted
• For unauthorized use of intellectual property: ₪75,000 per incident of unauthorized use, copying, or disclosure of CWS Israel IP
• For continuing violations: Additional ₪10,000 per month for each month that any violation continues after written notice

14. General Provisions

Governing Law and Jurisdiction

These terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel for the resolution of any disputes arising under or related to these terms.

Entire Agreement and Amendment

These General Terms, together with your individual service agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter hereof. These terms may be amended only by a written instrument signed by both parties.

Severability

If any provision of these terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of these terms shall remain in full force and effect.

Notices

All notices required or permitted under these terms shall be in writing and shall be deemed given when delivered personally, sent by email with confirmation of receipt, or sent by registered mail to the addresses specified in your service agreement.

No Agency or Partnership

Nothing in these terms creates a partnership, joint venture, agency relationship, or employment relationship between the parties. Neither party has the authority to bind the other party or to act on behalf of the other party except as expressly authorized in writing.

Survival

The following provisions shall survive termination of this relationship: Sections 5 (Confidentiality), 6 (Intellectual Property Protection), 9 (Non-Solicitation), 11 (Return of Property), 12 (Personal Data Protection), 13 (Liquidated Damages), and this Section 14.